Company Card User Service Agreement
As you have entered into a User Registration Agreement with us and created the Company’s Account (hereinafter referred to as "BB Account")) with BlancBlock Limited Liability Company, with its registered office in Poland, address: street HOZA,No.86,Apt./Room 210,municipality WARSAW,post code 00-682,post office WARSAW(“we”, “us” or the “Company”) and used the relevant services provided by the Company, and you wish the Company to provide you with the Company Card Services (as defined below). These Terms of Use (these “Terms”) shall govern the provision by the Company and the use by you (“you” or the “User”; the Company and the User shall each be referred to as a “Party” and collectively as the “Parties” ) for the Company Card Services. These Terms, together with the User Registration Agreement, privacy policy, the use rules and any other rules, policies, manuals and terms and conditions relating to the provision and use of the Company’s Card Services published on our website or otherwise made known or notified to you (the “Additional Documents”) shall constitute the entire agreement between you and the Company in relation to the use of our Company Card Services.
BEFORE YOU USE OUR COMPANY CARD SERVICES, PLEASE READ THESE TERMS CAREFULLY. IMPORTANT TERMS THAT MAY SIGNIFICANTLY AFFECT YOUR RIGHTS AND INTERESTS (SUCH AS THOSE INVOLVING LIMITATIONS OF LIABILITY), SO PLEASE PAY CLOSE ATTENTION. BY CLICKING "CREATE NEW COMPANY CARD" / "APPLY FOR NEW COMPANY CARD" OR SIMILAR BUTTON APPLY TO CREATE COMPANY CARD (“INDICATED CONSENT”), YOU WILL ENTER INTO A LEGALLY BINDING AGREEMENT WITH THE COMPANY AND YOU AGREE TO ACCEPT THESE TERMS. PLEASE DO NOT USE ANY OF THE COMPANY CARD SERVICES IF YOU DO NOT ACCEPT THESE TERMS (OR ANY SUPPLEMENTS OR AMENDMENTS TO THESE TERMS OF USE AS MADE BY US FROM TIME TO TIME).
If you and the Company agree to execute the paper version of these Terms after you give your Indicated Consent, the paper version of these Terms will also be valid and effective retroactively from the date you first give your Indicated Consent. If there is any inconsistency between the online version and the paper version, the online version shall prevail.
These Terms and the Additional Documents may be supplemented or amended from time to time due to changes of laws and regulations, or for purposes such as the operation of our products or services. Any such amended terms and/or supplementary documents will be communicated to you in advance through one or more methods (including but not limited to website notifications or emails) and will take effect on the relevant date. If you disagree with or do not accept these amendments, you have the right to reject or cease using our Company Card Services. By continuing to use our Company Card Services, you acknowledge that you are aware of and accept the supplemented or amended content. You can always see the most current version of the Terms and Additional Documents on our website at www.blancblock .com (“Website”). You are also advised to print or download and keep a copy of the Terms on the website for future reference.
Last Updated: [*] June 2025
1.DEFINITION
In these Terms, the following terms have the stated meaning unless the context otherwise requires:
Affiliates
means, with respect to any specified person, any director, officer, partner, member, authorized representative, agent or employee of such person and any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person, and for purposes of this definition “control” (including, with correlative meanings, the terms, “controlled by” and “under common control with”), as used with respect to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of this management or policies of such person, whether through the ownership of voting securities, by contract or otherwise.
Authorized User:
means the person you authorized under these Terms to issue instructions on your behalf, or persons you authorise to use your Company Card, such as your employees.
AML/CFT:
means anti-money laundering and counter-terrorist financing.
Base Currency:
means the base currency you use to settle your Card Transactions. You can select another base currency for the Company Card, but only if that base currency is one of the currencies that the Company Card supports. The base currency supported by your Company Card is subject to the corresponding Company Card web-page display.
Business Days:
means any day other than a Saturday, Sunday or public holiday in Poland and Hong Kong when banks are open for business,and in the location of our customer operations team.
Card Transaction:
means the legitimate transactions you use the Company Card (including but not limited to payment for platform store rent, advertising fees, supplier payment, developer fees, online shopping, education expenses, content subscription, etc.
Card Balance:
means the remaining funds in each Company Card, and the balance of the Company Card is subject to the web-page of each card.
Company Card:
means a virtual credit card where you must transfer cryptocurrencies to ensure that the Card has sufficient balance to settle the transaction.
Company Card Services:
means the services that the Company cooperates with its service providers to provide you with the full life cycle management and services of the Company Card, including but not limited to creation of Company Card, management of Card Transactions, freezing of Company Card and other applicable services.
Prohibited Person:
means any person that is (i) a subject or target of any economic sanctions administered or enforced by the United Kingdom, the United States, the United Nations, the European Union or any other supranational or inter-governmental organisation; (ii) a person with whom business transactions, including exports and reexports, are restricted by a United States or United Kingdom governmental authority, the United Nations, the European Union or any other supranational or inter-governmental organisation; (iii) included on, or affiliated with any person on, the United States Commerce Department’s Denied Persons List, Entities List, or Unverified List; the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, or the Annex to Executive Order No. 13224; the Department of State’s Debarred List; or (iv) a person incorporated in, residing in or operates business in a country or jurisdiction included in the FATF Black List.
Issuer:
means the financial institutions responsible for issuing the Company Card to you, usually a bank or other financial organization qualified to issue Company Cards.
International Card Organization:
means the card organization, including but not limited to VISA, MASTERCARD, AE, DC and JCB providing bank card clearing information interaction.
Settlement Amount:
means the amount actually deducted from your Company Card account when the transaction you use Company Card is completed.
Maximum Limit:
means the maximum amount of funds that can be loaded to the Company Card.
Warranties means the warranties, representations and undertakings of the User set out in Schedule 1 to these Terms.
2.COMPANY CARD APPLICATION
2.1 Application for Company Card
You can apply to create an Company Card through the "Create new Company Card" portal on the website and fill in the necessary basic information. You will also be asked to provide certain personal or corporate information, including but not limited to your identity information, your personal or corporate information and contact person.
In connection with and as a condition to applying the Company Card, you represent and warrant that:
(a)your Authorized User must attain the age of majority of your residing jurisdiction;
(b)if you are a legal person (incorporated or incorporated), you must be duly incorporated or established and in good standing in your jurisdiction of incorporation or establishment;
(c)you must provide sufficient documentation, information and evidence to the satisfaction of the Company for completing our KYC AML/CTF procedures and compliance risk control rules (the “Procedures”);
(d)you must not be a Prohibited Person; and
(e)each of the Warranties set out in Schedule 1 is true, accurate and not misleading in any material respect.
After you submit your application, we will review it according to the corresponding Procedures. If you meet the corresponding conditions after review, we will create Company Card for you.
Please be aware that the Company Card is no physical card. You can only use it in the online trading scenarios or areas supported by it. The trading scenarios supported by the Company Card shall be subject to the content displayed on the web-page, and we have the right to adjust the trading scenarios supported by the Company Card.
When you successfully create an Company Card, you can view the basic information of the Company Card, including but not limited to the information, card product, card balance and card limit of the Company Card. You or your Authorized Users can apply for multiple cards in your name, and each issued card is a separate card with its own unique card number.
2.2 Transfer Funds to Company Card
When your Company Card is successfully created, you or your Authorized Users can transfer funds from your BB Account to Company Card or other third-party service providers (including but not limited to cryptocurrency wallet providers designated by us) subject to transfer procedures as published by us from time to time. The currency of your BB Account for the transfer should be the same as the base currency of the Company Card.
2.3 Correct and Latest Information
You confirm that the information provided to us is true, accurate, and complete. You also have a responsibility to ensure that the information provided is always up to date. If any information you provide changes, please notify us immediately. We reserve the right to require you to update your information regularly, or to conduct additional compliance checks when there is change of your information. You need to be responsible for any loss arising from your provision of incorrect information. If you do not provide us with accurate and complete information, we reserve our right to terminate your Company Card services.
2.4 Consent to Process Your Personal Data
You or your Authorized Users hereby irrevocably and unconditionally consent and authorize us to collect, use, process, and store your personal data, including, without limitation, your or your Authorized Users' phone number, mailbox, billing address, and to disclose all such information to our Affiliates or other cooperating service providers. Without prejudice to the foregoing, if you are one of the existing customers of our Affiliates, you explicitly authorize the Affiliates to transfer to us and disclose to us the personal data of you or your Authorized Users, including but not limited to you and your Authorized Users' phone number, email, bill address and other information, for us to provide products and services under these Terms.
3.USE OF THE COMPANY CARD
3.1 Nature of Company Card
Your Company Card does not contain or support any credit functions, nor can you transfer the fiat currency funds in your Company Card to your bank account. Card Transactions will only be successful if your card balance is well enough to settle the transaction. If the Company Card balance is insufficient at the time of Card Transaction processing for any reason, you shall bear the loss and any related costs caused by recovering or trying to recover the difference between the Company Card balance and the settlement amount. When your Company Card balance is insufficient, you agree and authorize us to deduct the difference from your BB Account and we also reserve the right to deduct additional losses or costs. If your BB Account balance is insufficient, we reserve the right to seek further recourse from you.
3.2 Card Transaction
Subject to any restrictions contained in the Company Card, you may use your Company Card to purchase goods and services from the merchants who accept your Company Card. You acknowledge and agree that we will conduct the quota management of the amount of the Card Transactions. The Maximum Limit is set on the Company Card web-page. If you need to adjust the Maximum Limit of your Company Card, you can apply to us according to the instructions on the web-page. If you meet the adjustment conditions we required, we will adjust the Maximum Limit according to your requirements.
3.3 Exchange Rate
If you use a currency that is not the Base Currency, the transaction currency will be converted to a Base Currency at our applicable rate displayed on our website. The applicable exchange rate and conversion amount are expected to be displayed at the time of the transaction.
3.4 Non-Transferable
Each Company Card can only be used by you or your Authorized Users, and you may not transfer it to any other third party. If you allow other third parties to use your Card, we may refuse to process your transaction without giving notice.
3.5 Observe the Use Rules
You must abide by the use rules of the Company Card (the specific use rules are displayed on the Company’s website), and must not use the Company Card for illegal activities or activities.
3.6 Freezing of Company Card
When you find out that your Company Card is at the risk of theft, and when the Company Card status is not normal, you can apply to us to unfreeze the Company Card. When your Company Card is frozen, you cannot transfer funds to the Company Card or use the Company Card for any transactions to avoid further losses. When you find out that the risk is no longer in place, you can apply for unfreezing the Company Card; then it can be restored to normal use. You agree to cooperate fully with us, our agents or service providers, the relevant supervisory and regulatory authorities in any investigation relating to the loss, theft or (actual or suspected) fraudulent or unauthorised use of the Company Card.
3.7 Cancellation
When you no longer use Company Card, you may apply to us for the cancellation of your Company Card. When you apply for cancellation of the Company Card, if there is enough balance, you would be entitled to transfer all the remaining funds in the Company Card to your BB Account. After there is no remaining balance of the Company Card, we shall proceed to cancel your Company Card. However if there are unsettled fees and there is not enough balance to settle, you cannot apply for cancellation and you authorize us to deduct from your other Company Card account or BB Account for any unpaid fees or any other loss you constitute.
4.RIGHTS AND OBLIGATIONS
4.1 As the User, you are always responsible for maintaining the security and control of the use of the Company Card by yourself and your Authorized Users. You must carefully keep safe, secure and confidential your BB Account and Company Card information, including but not limited to account name, login password, card number, PIN, card expiration date and other information (collectively “Account Information”). Except for the Authorized Users, you must not share your Account Information with any other person and should take all possible measures to prevent leakage, theft or loss of your Account Information. You shall be solely responsible for any leakage, theft or loss of your Account Information in all circumstance unless the same is caused by fraud, gross negligence or other default on the part of the Company.
5. FEES AND TAXES
5.1 The Company Card Services we provide includes opening fee, transfer fee, dispute handling fee and other fees. All prices and fees are listed on the website unless they have been separately notified and agreed with you ("Fees"). We reserve the right to adjust the Fees by updating the website from time to time. We will endeavour to publish notices on the website of any changes to the Fees, but if is your responsibility to check the website regularly. Any amendment to the Fees will take effect [one day] after date of the amendment. Your continued use of our Company Card Services indicates that your acceptance to the adjusted Fees. If you are not aware of the updated Fees, you should contact our customer service support.
5.2 Unless otherwise specified for specific services, the Fees would be charged at the provision of the service or at the execution of the Card Transaction, which will be deducted from your [Company Card account] or BB Account. You authorize the Company to deduct our Fees directly from your Company Card account or BB Account. If the balance of your Company Card account or BB Account is insufficient to cover the relevant fees, we can refuse to provide the Company Card Services or execute the Card Transaction, while we reserve the right to recover a claim directly from you.
5.3 It is your sole responsibility to determine whether, and to what extent, any taxes apply to the Card Transactions associated with your receipt or transfer of funds (whether in cryptocurrency or fiat), Card Transactions conducted by you and/or use of the Company Card Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities. Your transaction history is available on the Company Card’s webpage. We are not obligated to, nor will we determine whether, and to what extent, taxes apply, or calculate, collect, report, or remit any taxes to any tax authority arising from any Card Transaction. Notwithstanding the foregoing, we may make any payment, withholding or filing as required by any applicable laws and we may deduct or withhold any payment to you or otherwise seek compensation, repayment or indemnity from you for the same.
5.4 Without prejudice to 5.3 above, if any amount of value-added tax (“VAT”) has been assessed by any relevant tax authority in the country or region where the Company Card Services are provided and used, you shall pay the VAT amount to us upon receipt of a valid tax invoice sent to you by or through us. You are solely responsible for any fines imposed by the authority or any claims for interest arising from late payment of VAT.
5.5 To ensure that we can provide you with the Company Card Services agreed herein, you know and agree to authorize us to deduct relevant funds from your Company Card Account or BB Account:
(a)When you purchase the product which is buy now-pay later, we have the right to directly deduct the relevant fees if you do not pay the relevant fees when the platform where you conducted the Card Transaction has issued a mandatory deduction instruction;
(b)When the settlement amount of your transaction is greater than the Maximum Limit, we have the right to directly deduct the difference; and
(c)[Other cases of capital loss caused to us for your own reasons.]
6.CHARGEBACK AND DISPUTE HANDLING
6.1 If you believe that any of the transactions of your Company Card was unauthorised:
(i) there has been a dispute between you and any merchants relating to the amount charged by the merchants for goods or services you have purchased or excess charges for goods or services not purchased by or not delivered to you; or
(ii) you believe that any excessive fees or Third-Party Fees have been incurred;
(in each case a “Disputed Transaction”),
you must notify us in writing or by email to [*] as soon as you become aware of any of the Disputed Transaction but in any event not later than [three (3) weeks] of the Disputed Transaction. You should specify the circumstances of the Disputed Transaction and stating the amount of refund you wish to claim (the “Disputed Amount”). In the case of a dispute with merchant, you should also produce the invoice, receipt and other transaction proofs for each product or service which is the subject of the Disputed Transaction. A dispute handling fee will be chargeable for each request to investigate and handle a Disputed Transaction.
6.2 Upon receipt of your notice given in accordance with 6.1 above and your payment of the dispute handling fee, we will:
(i) in the circumstances specified in 6.1(i) above, investigate, handle and resolve the Disputed Transaction; and
(ii) in the circumstances specified in 6.1 (ii) above, assist in filing a request with the Issuer and/or other relevant service provider(s) to investigate, handle and resolve the Disputed Transaction.
6.3To facilitate the investigation of the Disputed Transaction, you should fully cooperate with us, the Issuer and/or other service providers (as the case may be) and provide all relevant information which we, the Issuer and/or other service providers (as the case may be) may reasonably request. You also acknowledge that there is no guarantee that your notice could be resolved.
6.4Subject to 6.5, 6.6 and 6.7 hereinbelow, if the dispute is ultimately resolved and we receive a refund, we will credit your BB Account with the refunded amount (the “Refunded Amount”) within five (5) Business Days, or any other longer period as required by us to process the Refunded Amount.]. However, you agree and acknowledge that:
(i)there may be a discrepancy between the Disputed Amount and the Refunded Amount due to fluctuations in exchange rates;
(ii)in the circumstances specified in 6.2 (i) and (ii) above, there is no guarantee that any refund will be received by us (and hence by you), regardless of the nature or merit of your claim;
(iii)any refunds for goods and services purchased from the merchant will be made in accordance with the refund policy of the merchant;
(iv)you are solely responsible for any negotiation with the merchant or the counterparty to the Disputed Transaction; and
(v)we shall not be liable for any loss or damage incurred by you in connection to the Disputed Transaction except where such loss or damage is caused by our fraud, gross negligence or wilful default.
6.5In the event that, after a refund is made to you pursuant to 6.4 above, it transpires that the Disputed Transaction was legitimate and genuine and/or you were not entitled to part or whole of the Refunded Amount (the “Non-Entitled Refund Amount”), we may re-deduct the Non-Entitled Refund Amount from your BB Account without prior notice to you, provided that a notification will be sent to you after such re-deduction.
6.6No refund will be provided to you in the following circumstances:
(i)the Disputed Amount relates to currency exchange fluctuations;
(ii)There is no error or abnormality in the Card Transaction, that is, the amount and currency of the Card Transaction are both accurate and the transaction process is completed normally;
(iii)Transaction problem of your own cause, such as transaction problems caused by your own operation error, your electronic equipment or network problems;
(iv)you have given to us your authorisation or consent to execute the Disputed Transaction;
(v)insufficient information or transaction proof of the Disputed Transaction is provided by you such that we and/or the Issuer and/or other service providers are unable to investigate and handle the matter; or
(vi)any other applicable scenarios prescribed by International Card Organizations or us.
6.7If you dispute a Card Transaction which you have authorised and which has been processed on your Company Card, you should settle the dispute with the counterparty or person to whom your funds have been transferred. In no circumstances shall we be responsible for the quality, fitness for purpose, merchantability, safety, legality or any other aspect of any goods or services the purchase of which you have authorised.
7.USE RESTRICTIONS
7.1 Accept Card Transactions
You or your Authorized User cannot use Company Card to shop from merchants who don't accept it or withdraw cash from financial institutions. We are not responsible for any decision of the merchant or financial institution to accept or reject the Company Card or for any expenses incurred by any User who is not authorized by you to use the Company Card.
7.2 Card Limit and Card Quantity Limit
We may set or limit the number of Company Card issued to you in accordance with risk and compliance policies. The Maximum Limit can be increased or decreased on each card according to our discretion. You or your Authorized Users must comply with the Maximum Limit at all times set by us.
7.3 Use Restrictions
You or your Authorized Users shall not use the Company Card for the following transactions:
(a)Violation of any applicable law;
(b)Violation of our acceptable use policy;
(c)Trading or cooperation with any restricted person; or
(d)Is part of or connected to a fund transfer mechanism to transfer money to a third party unrelated to the underlying transaction of goods and services.
8.LIMITATION OF LIABILITY
8.1 To the maximal extent permitted by law, we shall not be responsible or liable in any event for any loss or damage incurred by you in connection with or arising directly or indirectly out of:
(i)your use of the Company Card;
(ii)the freezing, suspension or termination of your BB Account, Company Card Account, Company Card(s) and/or your funds therein in accordance with these Terms;
(iii)the termination of these Terms;
(iv)disclosure, leakage or theft of any personal information of yours;
(v)any loss or damage howsoever incurred or suffered by the you by reason of the Issuer, other bank or financial institution, merchants or other party refusing to allow or honour the Card Transaction;
(vi)any defect or deficiency in the goods or services supplied to you by any merchants or any breach or non-performance by a merchant of a Card Transaction;
(vii)any failure to provide to you a refund in respect of any Disputed Transaction;
(viii)any delay in the initiation or execution of any Card Transaction;
(ix)any dispute between the you and any merchants or bank or financial institution or any other person;
(x)any changes to these Terms or the Additional Documents;
(xi)any changes to or removal or termination of any features or functionality of our website and platform, the Company Card or the Company Card Services; or
(xii)any suspension of or interruption or disruption to the Company Card Services or the platform or any part thereof, except where such loss or damage is caused by fraud, gross negligence or wilful misconduct on our part.
8.2Without prejudice to 8.1 above, our aggregate liability to you shall not in any event exceed, in the case of liability arising out of or in connection to a Card Transaction, the value of that Card Transaction.
8.3You further agree and acknowledge that we shall not be responsible for liable for the acts or omissions of the Issuer, other service providers, banks, financial institutions, merchants or any other person under any circumstances.
9.Indemnity
9.1You undertake and agree to indemnify and hold harmless the Company and its Affiliates and its and their respective related corporations, and any of its and their respective officers, directors, agents, employees and licensors (the “Indemnified Parties”), from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including legal fees) arising out of or relating to:
(i)your use of the Company Card and the Company Card Services;
(ii)your violation of any applicable laws and regulations or any rights of any other person or entity;
(iii)the breach or non-fulfilment of any of the Warranties or any other terms or conditions in these Terms or the Additional Documents;
(iv)any Event of Default; or
(v)your provision of false, incomplete or misleading information (including, without limitation, citizenship, residency, nationality or place of incorporation).
9.2Each of the Company and the User will cooperate fully in the defence of any allegation or third-party legal proceedings. The Company, as defendant in an allegation or third-party legal proceeding, reserves the right to assume the exclusive control and defence of any indemnified matter under this Clause 9.
10. TERMS AND TERMINATION
10.1 TERMS
These Terms shall be effective as between you and the Company from the date of approving your Company Card (the “Commencement Date”) and shall continue until (i) the expiration of the Company Card or (ii) the termination as prescribed hereunder in 10.2 and 10.3 below (whichever is earlier) (the “Term”), unless otherwise extended by each of the Parties.
10.2 Your Right to Termination of the Company Card Services
10.2.1 Any rights and obligations attributable to you and/or your Authorized Users are not affected before the termination date:
(a)You may at any time apply for cancellation of Company Card;
(b)Termination will occur immediately upon our consent of your application.
10.3 Our Right to Termination of Company Card Services
10.3.1Subject to applicable laws and without affecting our rights under the User Registration Agreement, at any time if any of the following event occurs (each an “Event of Default”):
(a)Your breach of these Terms and the breach is not remedied within thirty (30) days, or your remedy is not to our reasonable satisfaction;
(b)You are being investigated or penalised, placed on file or subject to investigation by governmental or regulatory authorities due to actual or suspected violations of applicable laws and regulations;
(c)you have been declared bankrupt or insolvent, or you have filed for bankruptcy, liquidation or similar proceedings or such proceedings have been filed or commenced against you in any jurisdiction;
(d)You are included on the risk alert lists of relevant governmental, inter-governmental or regulatory authorities, the Issuer or any other service providers;
(e)We reasonably believe that our Company Card Services are being used for unlawful purposes or unauthorized or fraudulent activities, or that any security of the services or our platform is compromised;
(f)Our service providers require us to terminate Company Card Services or these Terms;
(g)You and/or your Authorized Users to engage in illegal activities or prohibited activities, including but not limited to misconduct in the use of Company Card Services;
(h)You and/or your Authorized Users does not comply with the card instructions and rules issued by us from time to time;
(i)We have reason to suspect that you and/or your Authorized Users are using the Company Card Services for high-risk transactions;
(j)You and/or your Authorized Users may expose us to regulatory risks; and
(k)Any other reasonable circumstances considered by us;
10.3.2We shall have the right to take any one or more of the following actions in our sole and absolute discretion depending on the severity of the Event of Default, loss and damage caused and any other relevant factors:
(a)terminating or continuing to freeze your BB Account and Company Card;
(b)deducting from the funds from your BB Account to cover the losses and damages caused to us as a result of the Event of Default; and/ or
(c)exercising any other rights or remedies provided hereunder or otherwise available to us under applicable laws.
10.3.3If it is subsequently confirmed that no Event of Default has occurred, we will unfreeze your BB Account, Company Card within [three (3) Business Day] of such confirmation, or such other longer period as required for us to unfreeze your BB Account and Company Card.
10.3.4You agree and acknowledge that, in addition to the circumstances stated in Clause 10.3.1 above, we may also be required to freeze your Company Card account and BB Account(including the funds therein) pursuant to legal requirement, court order or requests of the relevant governmental or regulatory authorities, the Issuer or other service providers, or for any reason which we in our sole judgment consider necessary or appropriate.
10.3.5In no circumstances shall we be liable to you for any losses or damages caused by or arising out of the freezing of your BB Account, Company Card and your funds, except where such losses or damages are caused by fraud, gross negligence or wilful default on our part.
10.3.6If you inform us, your Authorized User's employment relationship is terminated due to retirement, resignation, dismissal or any other reason (the “Termination”), we shall use reasonable efforts to immediately terminate the use of the Company Card of the Authorized User on the premise that you will inform us the aforementioned Termination. We have no obligation to verify whether your Authorized User's employment relationship has been terminated.
10.3.7Upon termination of the Company Card Services, you and/or your Authorized Users shall immediately cease to use the Company Card Services. Prior to such termination, you must pay any outstanding fees and costs or losses (if any); if you fail to settle any outstanding fees and costs upon receiving our notice, we have the right to deduct directly from your Company Card Account or BB Account. If the balance of your Company Card Account or BB Account is insufficient, we reserve the right to recover from you.
10.3.8Termination of your Company Card or termination of one of your Company Card Services as appropriate (as the case may be) will not affect the rights of you or us before the expiration date or termination date.
11. USERS REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
11.1The User represents, warrants to the Company in the terms set out in Schedule 1 to these Terms as of the Commencement Date and on each day throughout the Term.
11.2Each of the Warranties shall be true, accurate, complete and not misleading in any material respect on and as at the Commencement Date until and including the termination or expiration of these Terms, with the same force and effect as if they were made on and as at such date.
11.3You undertake to notify us in writing, as soon as reasonably practicable, on any matter or event coming to you attention prior to the expiration or termination of these Terms which renders or could reasonably be expected to cause any of the Warranties to be or to have been untrue, inaccurate, incomplete or misleading in any material respect.
11.4You agree and acknowledge that we have, in entering into these Terms with you and in approving your application for the Company Card, relied upon each of the Warranties.
11.5Each of the Warranties shall be separate and independent and, save as expressly provided herein, shall not be limited by reference to any other paragraph or anything in these Terms.
12. INTELLECTUAL PROPERTY
12.1The Company, its Affiliates and their respective licensors shall be the exclusive owners of all intellectual property rights, including but not limited to any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, and any registrations thereof and pending applications therefor (to the extent applicable), as well as any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, technology, database or data right, any licence or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing (collectively “Intellectual Property Rights”) which are used for, relate to or involved in the Company’s and its Affiliates’ respective products, services, businesses and activities, including but not limited to the Company Card Services, the Company Cards, the website and other products and services available on the website. You shall not obtain any interest or share in the Intellectual Property Rights of the Company, its Affiliates or their respective licensors by virtue of these Terms or the transaction or arrangement contemplated hereunder or thereunder.
12.2You shall not infringe, and shall take all reasonable steps to ensure that your agents, representatives, employees, officers and advisors do not infringe, the Intellectual Property Rights of the Company or its Affiliates or any third party.
12.3You shall not, and shall not attempt to, gain unauthorised access or crack our systems and programs by reverse engineering, or copy, modify, compile, integrate or tamper with the aforesaid systems and programs (including but not limited to source programs, objective programs, technical documents, client-to-server data, and server data), or modify or increase or decrease functions of our systems.
12.4You shall not use, or permit any other person to use, the Company Card Services or obtain data of the Company Card Services by through means other than our official programs, machines, scripts, crawlers, or other automated methods. You may only use the Company Card Services through manual operations by yourself or through your Authorised Persons.
13. CONFIDENTIAL INFORMATION
13.1Each Party (the “Receiving Party”) shall keep, and shall cause its Affiliates and personnel to keep, any and all information of a non-public nature which it receives from any other Party (the “Disclosing Party”) in connection with these Terms and the transactions contemplated hereunder and thereunder (the “Confidential Information”), unless the prior written consent of the Disclosing Party otherwise is obtained, provided that the Receiving Party may disclose or permit the disclosure of the Confidential Information:
(a)to the extent required by applicable laws, a court of competent jurisdiction or any governmental or regulatory body having appropriate authority; provided that in such case the Receiving Party shall: (i) where practicable and to the extent permitted by applicable laws, promptly provide to the Disclosing Party written notice of such requirement and use all reasonable efforts to seek a protective order, confidential treatment or other appropriate remedy; and (ii) furnish only such portion of the Confidential Information which is legally required to be disclosed and not any further;
(b)to its personnel on a need-to-know basis for the performance of its obligations in connection herewith so long as such Party is subject to confidentiality restrictions at least as stringent as the confidentiality provisions herein; and
(c)to its current or bona fide prospective investors, investment bankers and any person otherwise providing substantial debt or equity financing to such Party so long as such person is subject to confidentiality restrictions at least as stringent as the confidentiality provisions herein.
13.2In addition and without prejudice to 13.1 hereinabove, you hereby authorise and consent to the disclosure by us of your Confidential Information to the following parties for any purpose not prohibited by applicable laws:
(a)our business partners and Affiliates who may provide their product or services to you;
(b)any financial institution with which you have or may have dealings for the purposes of conducting credit checks, anti-money laundering related checks, fraud prevention and detection of crime;
(c)a merchant or a member of the Issuer’s or International Card Organisation’s network where the disclosure is in connection with the use of the Company Card;
(d)any person to whom we consider disclosure to be necessary in order to provide you with our or our Affiliates’ products and services; and
(e)any person to whom disclosure is allowed or required by local or foreign law, regulation or any other applicable instrument.
13.3For the avoidance of doubt, Confidential Information does not include any information that:
(a)had come to the knowledge or possession of the Receiving Party prior to such disclosure by the Disclosing Party;
(b)is or becomes available to the public other than as a result of disclosure by the Receiving Party in violation of the provisions of this clause 13;
(c)is or becomes available to the Receiving Party from a third party who has no confidentiality obligations to the Disclosing Party.
The confidentiality obligations provided under this Clause 13 shall survive the termination of these Terms.
14.CHANGES TO, INTERRUPTION AND TERMINATION OF SERVICES
We may at any time and for any reason whatsoever make changes to the contents, features and functionality of the Company Card and the Company Card Services, including but not limited to modifying the rights, benefits and restrictions attached to different Card Tiers, changing one or more service providers, modifying the restrictions on geographical locations where the Company Card may be used, or modifying the settlement rules and rules of dispute handling. Additionally, we may also interrupt, suspend or terminate part or all of the Company for system update or maintenance purposes or in accordance with the instructions or requirements of the Issuer, other service providers and applicable laws. As far as practicable, we will endeavour to announce such changes, modifications, interruptions, suspensions and terminations as aforementioned on the website or otherwise give notice to you of the same not less than thirty (30) days before such changes, modifications, interruptions, suspensions and terminations take effect.
15.FORCE MAJEURE
Neither Party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure, provided that the affected Party: a) immediately notifies the other Party and provides full information about the Force Majeure; b) uses best endeavour to overcome the Force Majeure; and c) continues to perform its obligations as far as practicable.
16. AMENDMENT
16.1 We reserve the right to amend these Terms by giving you no less than thirty (30) days’ prior written notice and sending or making available to you revised Terms. Such amendments will become effective on the date specified in the written notice, and unless otherwise stated by us in the notice, an amendment will not affect any legal rights or obligations which may have already arisen prior to the date specified in the notice.
16.2 You shall be deemed to have consented to the amendments unless you explicitly dissent before the effective date of such amendments. In case you do not agree to the amendments, you may terminate these Terms without any extra cost at any time before the effective date of the change. In our notification to you, we shall specifically inform you about your right to dissent, the effective date, and your option to terminate these Terms of Use.
16.3 Your use of our services after we provide any such notice constitute your acceptance of the modified Terms. The thirty (30) days notice period will not apply where: the amendments a) in our reasonable opinion, is more favourable to you; or b) relates to the addition of a new service or extra functionality to the existing services. In such instances, the amendment will be made and shall be effective immediately upon written notice to you.
16.4 You will not be entitled to object to, and shall not have the rights set out in this Clause 16 for any amendment, which we implement in order to comply with applicable law or requirements of systems or schemes (if applicable). For such amendments, shorter notice periods may be imposed.
17.ASSIGNMENT
Your use of the Company Card Services is personal to you and you may not assign any rights under these Terms to any third party nor grant any third party a legal or equitable interest in connection with your use of the Company Card Services. You may not delegate, in whole or in part, these Terms to any person or entity. To the greatest extent permitted by applicable law, we have the right to assign these Terms (including all of our rights, titles, benefits, interests, and obligations and duties in these Terms) to any of our Affiliates and to any successor in interest. We may delegate certain of our rights and responsibilities under these Terms to our Affiliates, service providers or other third parties to the extent permitted by applicable law and regulatory authorities (as required).
18.ENTIRE AGREEMENT
These Terms set forth the entire agreement and understanding between you and the Company in respect to your use of the Company Card Services, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any Party. This Clause 18 does not prevent the Parties from entering into further agreements for additional services provided for by the Company.
19.SURVIVAL
You shall remain liable under these Terms in respect to all charges and other amounts incurred through the use of the Company Card Services at any time, irrespective of termination of these Terms. All representations, covenants and warranties shall survive the execution of these Terms, and all terms that by their nature are continuing shall survive the termination or expiration of these Terms.
20.WAIVER
No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. SEVERANCE
If any provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted.
22.RIGHT OF THIRD PARTIES
A person who is not a party to these Terms has no rights to enforce any term of these Terms, save that where any obligations is owed by you to the Company or any of our Affiliates, each of such Affiliate may enforce the terms of these Terms against you. No person other than the Users shall have any rights under these Terms.
23.SERVICES PROVIDERS
You acknowledge that the service providers, including the banks engaged by the Company and our Affiliates in support of the Company Card Services, are not a party to these Terms, and you have no right to claim against them. You must not directly communicate with service providers. Any direct contact with a service provider may result in the immediate termination of your use of the Company Card Services.
24.GOVERNING LAW & DISPUTES
These Terms shall be governed by Hong Kong law. In the event of any dispute or claim arising from or in connection with these Terms or your use of the Company Card Services, the Parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved, the dispute shall be settled by a competent court in Hong Kong and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Hong Kong courts.
25.LANGUAGE
These Terms have been prepared in English. In the event of any inconsistency between the original English version and any translation, the English version shall govern.
Schedule 1
Representations and Warranties
The User represents and warrants to the Company the following as of the Commencement Date and on each day throughout the Term:
Capacity, standing and authority
1.If the User is a natural person, the User is of sound mind, has the legal capacity to enter into these Terms, has entered into these Terms at his or her own will, and understands the nature of the obligations to be assumed by him or her under these Terms.
2.If the User is an entity, it is duly incorporated, validly existing and in good standing under the laws and regulations of its jurisdiction of incorporation and has the right and power and is duly authorised and empowered to enter into, execute, deliver and perform these Terms.
3.The User is duly qualified or licensed to do business in all other countries, states and provinces in which the nature of its business or the ownership or use of property require the User to be so qualified and/or licensed.
4.These Terms and the Additional Documents constitute legal, valid and binding obligations of the User enforceable in accordance with their terms and conditions (subject, as to enforceability, to limitations resulting from bankruptcy, insolvency and other similar laws affecting creditors’ rights generally).
5.No consent, approval, order or authorisation of, or registration, declaration or filing with, or notice to, any governmental authority or any third party is required in connection with the User’s entry into these Terms and the execution and delivery of any documents under or in connection to these Terms, or any of the agreements or instruments herein mentioned relating to the Company Card Services to which the User is a party or the carrying out or performance of any of the transactions required or contemplated hereby or thereby or, if required, such consent, approval, order or authorisation has been obtained or such registration, declaration or filing has been accomplished or such notice has been given prior to the date hereof.
Full understanding
1.The User has read and understood all the terms of these Terms (including this Schedule) and the Additional Documents.
2.The User has sufficient understanding of cryptographic tokens, token storage mechanisms (such as digital wallets), and blockchain technology to understand the Terms and to appreciate the risks and implications of registering for and using the Company Card Services. The User represents that it has obtained sufficient information about the Company Card Services.
No litigation or default
1.No litigation, arbitration or administrative proceeding is currently taking place or pending or, to the knowledge of the User, threatened against the User or its respective assets or revenues.
2.The User is not in default under any law, regulation, judgment, order, authorization, agreement or obligation applicable to it or its assets or revenues, the consequences of which default could have a material adverse effect to the ability of the User to perform its obligations under these Terms.
3.No Event of Default has occurred.
Legal compliance and Anti-Money Laundering
1.The User has not been in contravention of any applicable laws or regulations in the jurisdiction(s) in which he or it resides, is incorporated or operates. The User is in full compliance with all anti money laundering laws and regulations that are in force, and the User’s registration for and use of the Company Card Services will not be in breach of any laws and regulations that are in force in any relevant jurisdiction.
2.Neither the User, the User’s Affiliates and the Authorised Persons (collectively the “User Persons”) is a Prohibited Person, nor has the User Persons engaged in any dealings or transactions with any Prohibited Persons.
3.All funds (including all the cryptocurrency and fiat currencies) being used by the Users for the purpose of loading its BB Account, Company Card Account and making Card Transactions and payment for the Fees are legally owned by the User and have been lawfully acquired, have not been obtained through suspicious sources and are nor proceeds of crime. The User has conducted sufficient due diligence against its source of funds. Such funds are not derived from or related to any unlawful activities conducted by the User or its Affiliates, including but not limited to money laundering or terrorist financing. The User will not use the Company Card Services to finance, engage in, or otherwise support any money-laundering, terrorism financing or other illicit purposes.
4.Neither the User nor any of its Authorised Persons, Affiliates or officers, directors, employees or agents is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the FATF Blacklist or resides, is organised or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programmes or which is identified on the most current FATF Blacklist.
Accuracy of information
1.All information provided by or on behalf of the User in connection with these Terms to the Company is true and accurate in all respects. The User is not aware of any fact which has not been disclosed in writing to the Company which might have a material effect on any such information, forecasts or projections or which might affect the willingness of the Company to provide the Company Card Services upon the terms of these Terms or the willingness.