Terms And Conditions

General

General Terms

1. THESE GENERAL TERMS

1.1 These general terms ('General Terms') comprise a legal agreement between DNBC Financial Hong Kong Limited ('DNBC', 'we', 'our', or 'us') and you ('you', 'your', or 'Customer'), and govern your use of any of our services ('Services'), which include the use of mobile applications, websites, software, and other products we offer. In these General Terms, the Customer and DNBC are individually referred to as a 'Party', and collectively as the 'Parties'.

1.2 Before using the Services, you must register with DNBC and create a DNBC Profile. Your DNBC Profile provides you with access to the Services through the Webapp.

1.3 You should download a copy of these General Terms and keep it for future reference, or you can request a copy from us at any time. You can always view the most current version of these General Terms on our website at hk.dnbcgroup.com.

1.4 If we need to send you information in a form that you can keep, we will either send you an email or provide information on our website or via the DNBC Platform that you can download. Please keep copies of all communications we send to you.

2. WHO DNBC IS AND HOW TO CONTACT US

2.1 Our company information. The Services are offered by DNBC Financial Hong Kong Limited, which has its office at Unit A&B, 18/F, Wing Hing Commercial Building, 139 Wing Lok street, Sheung Wan, Hong Kong. 

2.2 How to contact us. You can contact us by:

(a) emailing us at: [email protected];

(b) sending mail to us at: Unit A&B, 18/F, Wing Hing Commercial Building, 139 Wing Lok street, Sheung Wan, Hong Kong; and

(c) sending us a message through the contact links on our website hk.dnbcgroup.com

2.3 We will contact you using the contact details you provided during registration or any updated details you subsequently provide. Please ensure your contact information remains up to date. By using our Services, you consent to receiving electronic communications from us, including but not limited to emails, notifications, or other digital messages.

3. CHANGES TO THE TERMS 

3.1 We may change the Terms (including the Service Fees) by giving you thirty (30) days’ prior written notice. We will consider that you have accepted the proposed changes if you do not terminate the Terms by giving us written notice during the notice period.

3.2 We may also make some changes to the Terms immediately, without prior notice, if they:

(a) are required by Applicable Law; or

(b) relate to the addition of a new service or extra functionality of our Services and do not materially affect terms relating to the existing Services.

3.3 You should stop using our Services if you do not agree to these changes. If you keep using our Services after we have notified you of or announced any such changes (whether through our website or other means), we will treat you as having accepted the changes.

4. AUTHORISED USER

4.1 The Customer may appoint an Authorised User to act on its behalf to conduct certain transactions or give instructions to DNBC under these Terms. The Customer must set up each Authorised User with a User Profile and promptly provide DNBC with the following details of any proposed Authorised Users: the Customer’s name, the Authorised User’s name, the Customer’s address, the Authorised User’s phone number and email address, and any other contact or identification information of the Authorised User that DNBC may reasonably require. The Customer will ensure that the Authorised Users comply with these Terms, and in respect of the Customer’s obligations and liabilities under these Terms, references to 'Customer', 'you' and 'your' shall (where the context requires) be read as including its Authorised Users.

4.2 DNBC will receive instructions from the Authorised User(s) through the DNBC Platform via the Web/app or, under prior arrangements agreed with DNBC, manually through a representative of DNBC.

4.3 The Customer agrees that:

(a) the Authorised Users have the authority and capacity to provide instructions for the provision of Services to DNBC on the Customer’s behalf;

(b) DNBC will rely on the authority of the Authorised User, and the Customer will be bound by the actions of the Authorised Users, until the Customer provides DNBC with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users;

(d) DNBC may refuse access to the Authorised User(s) if DNBC is concerned about unauthorised or fraudulent access; and

(e) the Customer will promptly report to DNBC any infringements or unauthorised access to the DNBC Platform, including the Webapp, or any Service.

5. CUSTOMER DUE DILIGENCE

5.1 To meet our obligations under Applicable Law, before we provide our Services to you and from time to time during our provision of Services to you, we may carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant) and Authorised Users together with any parties involved in your transactions or use of the Services. You must provide us with complete, accurate, and up-to-date information at all times. You will promptly provide any additional information we require at any time, at the latest within two (2) Business Days of - a request from us. You acknowledge that we may not provide you with any of our Services until we have received all the information we require. We will not be responsible for any loss arising out of your failure or delay in providing us with the information we require.

5.2 You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports. We may keep records of such customer due diligence checks in accordance with Applicable Law.

5.3 You agree that our provision of, and your ability to use, the Services is subject to:

(a) successful completion of the initial, and any subsequent, customer due diligence checks including credit evaluations (if applicable); and

(b) there being no material changes to your credit status during the term of the Terms.

6. ABOUT THE SERVICES

6.1 DNBC provides various types of Services which you may choose to use from time to time. These Services currently include money remittance, currency exchange (if applicable). By using the Services, you also agree to any additional terms specific to the Services you use (“Additional Terms”). The Additional Terms, together with these General Terms and the Fee Schedule, become part of your agreement with us (collectively, the “Terms”).

6.2 DNBC may impose temporary or permanent restrictions on the use of all or part of our Services based on regulatory requirements, your country of residence, identity verification processes, or business policies. We will notify you of any restrictions at the time they are applied or, if immediate notification is not feasible due to urgent or unforeseen circumstances, as soon as possible thereafter.

7. WARRANTIES

7.1 Customer warranties. The Customer represents and warrants and undertakes on an ongoing basis that:

(a) if the Customer is a natural person, the Customer is at least eighteen (18) years of age;

(b) if the Customer is a company, the Customer is a company duly incorporated under the laws of its place of formation;

(c) it has full capacity, authority, and all necessary licenses, permits, and consents to enter into and to exercise the rights, and perform its obligations under, the Terms;

(d) its entry into and performance of the Terms do not:

(i) conflict with or result in the breach of or default under any provisions of the Customer’s articles of incorporation or association, by-laws, or any other constituent documents; and

(ii) conflict with or result in the breach of any Applicable Law or other restrictions or obligations that the Customer’s business is subject to;

(e) it will provide DNBC with accurate, up-to-date, and complete customer due diligence information and data at all times; and

(f) it will use the Services only for lawful purposes and in compliance with the applicable Terms;

(g) it will comply with all Applicable Laws in connection with the Terms and the performance of its obligations under the Terms; and

(h) it will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services.

7.2 Conduct. The Customer is solely responsible for any use of the Services, the Webapp and other features of the DNBC Platform, including the content of any data or transmissions it executes through the DNBC Platform, or by any Authorised User. The Customer will use all reasonable endeavours to ensure that no unauthorised person will or could access the DNBC Profile, any of the Services or other features of the DNBC Platform or the Webapp. The Customer will not interfere with, disrupt, or cause any damage to other users of the DNBC Platform, the Webapp or the Services.

7.3 Disclaimers. To the extent permitted by law, DNBC makes no warranties, guarantees or representations of any kind with respect to the DNBC Platform, the Webapp or the Services. All warranties, conditions and terms, whether expressed or implied by statute, common law or otherwise (including any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or non-infringement of third party rights) given by DNBC are excluded to the extent permitted by law. In particular, DNBC:

(a) does not make any commitments about the content or data within the DNBC Platform, the specific functions of the Services, or its accuracy, reliability, availability, or ability to meet the Customer's needs;

(b) does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contain and/or display information that is current or up-to-date, and will be free from bugs or viruses, or never be faulty;

(c) may occasionally have to interrupt the Customer's use of the Services for operational, security, or other reasonable reasons. In such a case, DNBC will restore access as quickly as practicable; and

(d) does not offer financial advice, and the Customer must not treat any information or comments by DNBC as financial advice.

7.4  Non-reliance. DNBC may work with third parties to provide the Services. If the Customer receives information from DNBC regarding or marked or indicated as provided by such third parties, the Customer will not rely on such information and will not make any claims against such third parties or DNBC in relation to such information. The Customer bears all risk and responsibility if it chooses to rely on such information.

8. SERVICE FEES

In consideration for the Services, the Customer will pay to DNBC the Service Fees. The Service Fees are charged separately depending on the Service used by the Customer and are set out in the Fee Schedule (which forms part of the Terms) or as otherwise agreed in writing with DNBC.

9. INTELLECTUAL PROPERTY

9.1 DNBC Marks. All DNBC Marks owned or used by DNBC in the course of its business are the property of DNBC. DNBC reserves all Intellectual Property Rights in relation to the use of the DNBC Marks. The Customer may not use the DNBC Marks or any similar marks without the prior written consent of DNBC.

9.2 Ownership. DNBC owns all Intellectual Property Rights in and to the Services, including the DNBC Platform, the Webapp and its proprietary technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, feedback, ideas or suggestions relating to the DNBC Platform, the Webapp and Services and derivative work thereof. The Terms do not transfer from DNBC to the Customer any ownership rights in the DNBC Platform, the Webapp or the Services.

9.3 Customer infringement. The Customer will not use the Services, including the DNBC Platform, in any way that infringes or violates DNBC's or any third party’s Intellectual Property Rights or otherwise in breach of Applicable Law. The DNBC Platform may display content that DNBC does not own or is otherwise not responsible for. The Customer shall not use content from any of the Services, including the DNBC Platform, unless the Customer obtains written consent from DNBC or the owner of the content, or as permitted by Applicable Law.

9.4 Promotion. The Customer agrees that DNBC may include the Customer's name, trading name, logo, trade marks and general business information in DNBC's promotional and marketing materials for the Services and on its websites without consent. The Customer may at any time and upon reasonable notice in writing to DNBC request that DNBC ceases to use its name, logo, trade marks and general business information for these purposes.

9.5 Feedback. If the Customer provides DNBC with any comments, questions, ideas, suggestions or other feedback relating to the DNBC Platform or any of the Services (‘Feedback’), Customer agrees that DNBC may freely use, copy, disclose, license, distribute and exploit such Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Feedback will not be considered as constituting Customer's Confidential Information or Customer Materials.

10. LIABILITY

10.1 Nothing in the Terms limits or excludes:

(a) in relation to each Party, its Liability for:

(i) death or personal injury caused by its negligence;

(ii) fraud or fraudulent misrepresentation;

(iii) any other act or omission, liability for which may not be limited under Applicable Law; and

(b) in relation to the Customer, its Liability for:

(i) any sums properly due and payable to DNBC under the Terms;

(ii) a breach by the Customer of Applicable Laws; and

(iii) liability arising under any indemnity given by the Customer.

11. INDEMNITIES

Customer's Indemnity. The Customer shall indemnify and keep indemnified DNBC on demand against all Losses incurred or suffered by DNBC in connection with or as a result of:

 (a) the Customer's breach of any term of the Terms;
(b) failure to comply with Applicable Law;
(d) the Customer's use or misuse of the Services including DNBC Platform;
(e) a third party alleging that DNBC's use of the Customer Materials as permitted by the Terms infringes any Intellectual Property Rights;
(f) DNBC acting on any of the Customer's or any of its Authorised Users' instructions or which DNBC reasonably believe to have been made by the Customer or an Authorised User; or
(g) DNBC funding or arranging to fund all or part of any transactions pursuant to the Customer's instruction, and the Customer cancels or fails to fully fund such transactions and DNBC incurs Losses as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.

13. ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS

The Customer will (and will ensure that any Personnel will):

(a) comply with the Hong Kong Prevention of Bribery Ordinance (Cap. 201) and any laws and rules based on the OECD treaty (‘ABC Legislation’);

(b) not do or omit to do anything likely to cause DNBC to be in breach of any such ABC Legislation;

(c) not give or receive any bribes, including in relation to any public official;

(d) maintain a programme designed to ensure compliance with ABC Legislation, including an education and training programme and measures reasonably calculated to prevent and detect violations of ABC Legislation; and

(e) provide DNBC with sufficient reasonable assistance to enable it to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation.

14. FORCE MAJEURE

14.1 Neither Party will be responsible for any failure to fulfil any obligation for so long as, and to the extent to which the fulfilment of such obligation is impeded by a Force Majeure Event. The Party subject to the Force Majeure Event will:

(a) promptly notify the other Party of any circumstances which may result in failure to perform its obligations; and

(b) use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.

14.2 This clause 14 does not limit or otherwise affect the Customer's obligation to pay any Service Fees or other charges or amounts payable under the Terms.

15. SUSPENSION AND TERMINATION

15.1 DNBC's rights to terminate or suspend the Services for additional cause. DNBC may, without notice, immediately suspend access to the Services or terminate all or any part of the Terms or any of the Services if:

(a) the Customer is in breach of Applicable Law;

(b) the Customer undergoes a Change of Control;

(c) DNBC suspects criminal activity in connection with the DNBC Profile, that any of the Services is being used fraudulently, or DNBC reasonably believes that the Customer has fraudulently requested a refund for an unauthorised transaction;

(d) DNBC reasonably believes the Customer is in breach of Applicable Law or about to breach an Applicable Law, or DNBC is required to terminate the Terms by Applicable Law or a regulator of competent jurisdiction;

(e) the Customer has breached the Terms or breached any applicable limits or restrictions set out by DNBC;

(f) the Customer has given DNBC false or inaccurate information, or DNBC has been unable to verify any information the Customer has provided;

(g) the Customer notifies DNBC of, or DNBC suspects or identifies, any suspected or actual unauthorised transactions;

(h) the Customer has been placed on any national or international restricted or prohibited lists, which prevents DNBC from doing business with the Customer;

(i) DNBC suspends or stops all, or part of, the Services, including for technical or security reasons;

(j) DNBC has reasonable concerns about the Customer's DNBC Profile, including the Customer's use of the Services;

(k) the Customer has not paid or repaid any amounts owing to DNBC by the date due notified by DNBC, or the Customer suffers an Insolvency Event;

(l) one of DNBC's banking partners, or other service provider necessary to provide the Services, requires DNBC to terminate these General Terms or any other Terms; or

(m) the Customer does not use the service for twelve (12) months and it becomes dormant.

15.2 Notice. Where DNBC exercises a right of suspension, we will give the Customer notice of suspension where possible and the reasons for such suspension, either before the suspension is put in place, or immediately after, unless it would compromise DNBC's reasonable security measures or otherwise be unlawful. DNBC will use commercially reasonable endeavours to remove the suspension as soon as practicable after the reasons for the suspension have ceased to exist.

15.3 On termination you will need to repay any money you owe us. In the circumstances set out in clause 15.1, we may charge you for any costs, expenses and losses we incur (including those due to any action we may take to cover or reduce the exposure).

16. GENERAL

16.1 Complaints

Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. A copy of our complaints procedure is available upon request.

16.2 Notices

(a) All notices, demands and other communications provided for or permitted under the Terms must be:

(i) made in writing in English; and

(ii) if:

(a) given to DNBC, it must be addressed to the postal address or email address set out in clause 2.2 (or otherwise as notified by DNBC to you from time to time); and

(b) given to the Customer, it must be addressed to the postal address or email address which DNBC has recorded for the Customer in the Customer’s DNBC Profile as the Customer has updated from time to time.

(b) All notices, demands and other communications provided for or permitted under the Terms and delivered in accordance with clause 17.2(a) will be deemed delivered:

(i) if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the Party’s postal address above; or

(ii) if sent by post, two (2) days after the day of posting; or

(iii) if sent by email, on the day of sending the notice, or if sent outside of usual business hours, at 9:00am the next working day after posting.

(c) Notices to be given by DNBC to the Customer may be given by DNBC directly.

(d) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16.3 Relationship

Nothing in these General Terms will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

16.4 Assignment and subcontracting

You will not assign the Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of the Terms. We may assign the Terms, in whole or in part, or subcontract our obligations under it, without your consent.

16.5 Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Terms or Applicable Law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.

16.6 Severability

If any provision of the Terms is determined to be invalid, unenforceable or illegal by any court of competent jurisdiction, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

16.7 Records

The Customer agrees that, except in the case of manifest error, DNBC's records of the Customer's use of the Services and of transactions carried out through the DNBC Platform is conclusive evidence of its contents.

16.8 Set-Off

We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these General Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with DNBC.

16.9 Governing law

The Terms will be governed by and constructed in accordance with the laws of Hong Kong. The Hong Kong courts have exclusive jurisdiction to settle any dispute (including non-contractual disputes or claims arising out of, relating to or having any connection with these Terms (for the purpose of this clause, a ‘Dispute’)) and each party submits to the exclusive jurisdiction of the Hong Kong courts. For the purposes of this clause 17.10, each party waives any objection to the Hong Kong courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.

17. DEFINITIONS AND INTERPRETATION

17.1 In these General Terms (unless the context requires otherwise):

(a) the words "including", "include", "for example", "in particular" and words of similar effect shall not be deemed to limit the general effect of the words which precede them;

(b) reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated from time to time;

(c) reference to a Party shall be construed to include its successors and permitted assignees or transferees;

(d) words importing persons shall include natural persons, bodies corporate, un-incorporated associations and partnerships (whether or not any of them have separate legal personality);

(e) words importing the singular shall include the plural and vice versa;

(f) the headings, index and front sheet are all for reference only and shall be ignored when construing the Terms;

(g) references to a clause, schedule, attachment to a schedule, paragraph, annex or appendix are references to the clause, schedule, attachment, paragraph, annex or appendix of, or to, any Terms (and in each case, as varied, supplemented or novated from time to time);

(h) reference to any legislative provision shall be deemed to include any statutory instrument, by law, regulation, rule, subordinate or delegated legislation or order and any rules and regulations which are made under it and any subsequent re-enactment or amendment of the same; and

(i) if there is any inconsistency between the General Terms and any Additional Terms, then the Additional Terms prevail to the extent of the inconsistency.

17.2 Capitalised terms in the General Terms, unless otherwise expressly defined herein, have the following definitions: