Terms of use

TERMS OF USE FOR THE USE OF GOPAY

   

1. About these Terms of Use

Please read these Terms of Use carefully. This is an electronic agreement that applies to all Users. By registering for or using any part of the System, You confirm that You have read, understood, accepted and agreed with these Terms of Use and will be bound by them. If You do not agree to be bound by these Terms of Use, You may not access or use any part of the System. These Terms of Use constitute a binding legal agreement between You, an individual User ( You or Your ) and GOPAY VIETNAM PAYMENT SERVICES COMPANY LIMITED (Company Registration Number 0107397069 at 7th Floor, Richy Tower, No. 35 Mac Thai To, Yen Hoa ward, Cau Giay District, Hanoi City, Vietnam, telephone 0899907181 (the Company , We , Us , or Our ).    

2. About the Company

We are an intermediary payment services company providing intermediary payment systems and services, including but not limited to payment gateway services, electronic wallet services and supporting services for collection and payment as licensed by the State Bank of Vietnam.

3. Definitions and Interpretation

1. In these Terms of Use, the following capitalized terms shall have the following meanings:

Account means the registered account You obtain to access the System as a User;

Account Balance means any electronic monetary value stored in a User's Account, which can be used to make Transactions through the use of the Services;

Affiliate means, in relation to a party, any entity that controls, is under the control of, or is under common control with, that party, where control means the direct or indirect ownership of more than 50 per cent of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and controls and controlled shall be interpreted accordingly;

Applicable Law means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, personal data protection decree, road traffic codes, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of these Terms of Use;

Authorized Partner means the operator of an Authorized Partner Platform, who has entered into an agreement with the Company to allow all or part of the System and Services to be accessible via the Authorized Partner Platform;

Authorized Partner Platform means the system operated by an Authorized Partner, through which all or part of the System and Services may be accessed;

Governmental Authority means any governmental, regulatory, or administrative authority, agency, commission, board, bureau, court or instrumentality of any kind (including but not limited to any central bank, monetary authority, or securities exchange).

Local Terms means the supplementary or alternative terms for specific cities, municipalities, metropolitan areas or regions which apply to You (if any), as made available and as updated by the Company from time to time and as set out here;

Merchant means a third party provider of goods and services who has entered into an agreement with the Company or the Company's merchant aggregators for the acceptance of a User’s Account Balance as payment for such goods and services;

Mobile Device means the smartphone, tablet or other mobile device or accepted device owned or controlled by You which You use to connect to the System;

Privacy Policy means the privacy policy for the use of the Services and System which can be accessed at Privacy Policy and maybe amended or supplemented from time to time by Service Provider which constitutes an integral and inseparable part of these Terms of Use;

Policies means any policies, guidelines or information applicable to Users, as notified to You by the Company from time to time (including via the System, the Website, the Policies, or to Your email address set out in Your Account) and as may be updated by the Company from time to time;

Services means the services provided by the Company to You via the System, including but not limited to electronic wallet services;

Service Fees is defined in clause 8.1;

Specific Terms means the supplementary or alternative terms which may apply to certain specific parts of the System and/or Services, as may be notified to You from time to time;

System means the system provided by the Company and/or its Affiliates over which the Services are provided, and related software, websites, platforms, and other support systems and services, including the Websites;

Territory means the Socialist Republic of Vietnam;

Terms of Use means these Terms of Use for the Use of GoPay, all applicable Local Terms and all applicable Specific Terms;  

Transactions means the transactions set forth in clause 5.13, and Transaction means any of them;

User means any person who accesses and/or uses any or all of the System or Services, and any person who files a request or who provides information to Us or to an Authorized Partner in relation to any or all of the System or Services;

Websites means any websites operated by the Company and/or its Affiliates from time to time.

2. In these Terms of Use (except where the context otherwise requires): (a) a reference to “writing” does not include email unless otherwise specified; and (b) any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, or any similar expression is illustrative and does not limit the meaning of the words preceding those terms. These Terms of Use are drafted in the English and Vietnamese language. If these Terms of Use are translated into another language, the Vietnamese language text will prevail. In the event of any inconsistency, the following order of precedence applies: first, (i) the Local Terms; then (ii) the Specific Terms; and finally (iii) the other parts of these Terms of Use.

1. Your Commitments to Us

1. You represent, warrant, and undertake that:

1. You are acting on Your own behalf and not for the benefit of any other person;

2. You will always with your best effort to protect your own personal data and respect other’s personal data;

3. You have full power and authority to enter into and be legally bound by these Terms of Use and to perform Your obligations under these Terms of Use;

4. You have attained at least 18 (eighteen) years old at which You are capable of being legally bound by these Terms of Use and Privacy Notice by Applicable Law;

5. You will comply at all times with all Applicable Laws and the Policies, and will notify the Company if You are in breach of any Applicable Law or the Policies;

6. You will only use the System and the Services for lawful purposes and only for the purposes for which they are intended to be used;

7. You shall ensure that any documents and information provided by You (or on Your behalf) to Us or otherwise via the System are at all times accurate, current, complete and not misleading, and notify Us immediately (together with any supporting documentation) if there are any changes to such documents and information;

8. You shall bear all the legal responsibility or consequences if you provide inaccurate, incomplete, misleading documents and information to the Company or violate this Terms of Use and the Privacy Policy.

9. You shall only use an internet access point and data account which You are authorized to use;

10. You shall participate in the propaganda and dissemination of skills for personal data protection;

11. You shall not engage in any fraudulent, deceptive, or misleading conduct; and

12. You shall not impair or circumvent the proper operation of the System or network which the System operates on.

5. Your Account

Account Registration

1. In order to access the System and Services, You must register for and maintain an Account. Your application to register for an Account and/or to access any Services is subject to the Company’s approval at its sole discretion.

2. Pursuant to Applicable Law (including regulations on anti-money laundering and countering terrorism financing, and personal data protection) and the Policies, the Company is required to establish and verify Your identity before registering for an Account, and on an ongoing basis. Your use of certain Services may be subject to additional registration and/or verification processes. You agree to cooperate fully with such registration and verification processes.

3. Pursuant to Applicable Law, We reserve the right to deny your account registration, transactions or terminate your business relationship if the Company has not completed the verification process due to your denial of providing information or you provide insufficient information.

4. You must provide Us with the latest and accurate information in the registration and verification processes, and you shall bear full legal responsibility for the authenticity of such provided information.

7. You are responsible for all activities conducted on Your Account. You:

1. must only have one Account and link it to Your Vietnamese Dong payment account or debit card (linked to Your Vietnamese Dong payment account) opened at the linked bank before using the Service;

11. must keep Your Account information (including Your login details, any Password Identification Number (PIN) codes, payment details, and any One Time Password (OTP) or other verification code sent to you via Short Messaging Services (SMS) to the telephone number registered on Your Account) confidential and secure, and not disclose such information to any third party. Any password or verification code will only be requested by Us via the System;

12. must not use Your Account for any Transaction for the purpose of money laundering, terrorism financing or fraudulent and any other purposes which are contrary with the Applicable Law;

13. must not provide any other person with access to Your Account, including to lease, lease out, borrow, borrow out or transfer the Account or information from Your Account to any other person; and

14. must promptly notify the Company if You suspect any unauthorized access to or use of Your Account.

  

8. Your Account is personal to You and may not be transferred to another person, although Your Account Balance may be transferred to another User in accordance with these Terms of Use and Applicable Law.

Account Authentication

9. We may require You to authenticate Your Account from time to time, and in order to access and use the System and the Services. The specific type and process of Account authentication may vary based on a number of factors, including the User's Territory, Account type, Mobile Device, and the type of Services accessed.

10. Your access to the System and Services via an Authorized Partner Platform or any other third party may be subject to the authentication processes implemented by the relevant Authorized Partner or other third parties, and the Company shall not be responsible for the implementation of such processes or the authentication of Your Account based on such processes.

Account Blocking

11. Upon Your request, the Company will block or disable access to Your Account and/or any Services or features available via the System.

12. Without prejudice to the Company’s other rights or remedies, We reserve the right to block or disable access to Your Account and/or any Services or features available via the System (including any part of the System or Services accessible via an Authorized Partner Platform), on a temporary or permanent basis:

1. if the Company deems, in its sole discretion, that You have violated any term of these Terms of Use, the Local Terms, the Specific Terms, the Policies, or any Applicable Law;

16. if the Company suspects that Your Account is being used for any unlawful, fraudulent, or abusive acts, whether or not such acts are causing or expected to cause losses to You, the Company and/or a third party;

17. upon receiving a report that Your Mobile Device is lost, stolen, broken, hacked into and/or no longer in Your possession;

18. if You are using an unsuitable Mobile Device to access the System and/or Services;

19. to comply with Applicable Law, including any orders or directions issued by a court or a regulatory authority (including a central bank);

20. if Your Account is inactive (does not maintain the balance and/or conduct any activity) for a period of six (6) consecutive months;

21. during an investigation as requested by Governmental Authority;

22. if You do not complete the payment obligation to the Company or its Affiliates;

23. if these Terms of Use are terminated for any reason; or

24. at any other time in the Company’s reasonable discretion.

In such an event, any outstanding Account Balance may be withheld (in the event of a temporary or permanent suspension of Your Account) and You shall not hold the Company liable for the withholding of any such amount.    

13. If You believe that access to Your Account or any Services has been incorrectly blocked or disabled, or You request to withdraw or return the outstanding Account balance in Your Account, You may submit a request to restore access in accordance with the process stated in clause 12. The Company shall have sole discretion in determining whether access to Your Account or any Services may be restored.

Account Balance: Top-ups, Withdrawals, and Transfers

14. Subject to Applicable Law and the Policies, You may top-up Your Account Balance from your registered bank account and/or debit card via the top-up channels offered via the System from time to time, in accordance with the regulations and permission of Applicable Law and Policies. Your Transaction details and Account Balance (a sample statement of which is accessible via the Website) are accessible via the System. Your Account Balance will be credited according to the amount entered or confirmed by You for any such Transaction, provided that there are sufficient funds in Your chosen payment method for the Transaction and any applicable Service Fees or any other fees imposed by an Authorized Partner.

15. Subject to Applicable Law and the Policies, Your Account may receive payment transfers from the account of another User within the System.

16. Subject to Applicable Law and the Policies (including any Transaction limits applicable to your Account under Applicable Law and Policies from time to time), your Account Balance may be utilised for the following Transactions, depending on Your Account type and the Services available on the System from time to time:

1. withdrawals into payment accounts or debit cards issued by banks;

26. transfers to another User's account within the System;

27. payment to a Merchant for legitimate goods and services. Such Transactions shall not be subject to any surcharges imposed by the Merchant. If You find any Merchant who imposes any surcharge as such to You, please notify us in accordance with the process stated in clause 12; and/or

28. any other Transactions as notified to You and in accordance with Applicable Laws from time to time.

Your Account Balance will be debited according to the amount entered or confirmed by You for any such Transactions, provided that You have sufficient Account Balance for the Transaction and any applicable Service Fees or any other fees imposed by an Authorized Partner. If Your Account Balance is insufficient, We may at our discretion reject processing the Transaction or require You to pay the difference using the payment methods offered via the System from time to time.

17. Unless You are also a Merchant, the total limit for Transactions set out under Clauses 5.13.2 and 5.13.3 which can be performed via Your Account shall be capped at VND100,000,000 (one hundred million Vietnamese dong) per month.

18. You acknowledge and agree that the Company may, to the extent permitted by Applicable Law, adjust or cancel a Transaction (or any part thereof), acting reasonably, if We discover an error in any Transaction details made with Your Account (for example, where there is an error in any amount debited or credited to Your Account Balance, where a fee was charged when it should not have been (or vice versa). Without prejudice to Our other rights and remedies, the Company may suspend the processing of any Transaction where it reasonably believes that the Transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes You are in breach of this Agreement, the Policies, or Applicable Law. In such an event, You shall not hold the Company or its Affiliates liable for any withholding of, delay in, suspension of, or cancellation of, any payment or any promotions to You, and for this purpose, the Company shall be entitled to deduct any amounts from Your Account. The Company shall further be entitled to notify the competent Governmental Authority (including the State Bank of Vietnam) of such (suspected) fraudulent, illegal or criminal activity in accordance with Applicable Law.

19. In the event of any error in a Transaction which results in a chargeback from a financial institution, the Company reserves the right to deduct the relevant amount from Your Account Balance. If You believe there is an error in Your Transaction details, You may submit a request to Us to rectify such error within sixty (60) calendar days from the Transaction, in accordance with the process stated in clause 12. The Company may request for additional information in respect of such request and has sole discretion in determining whether to adjust or cancel any Transaction.

20. Any claim for the refund of a Transaction must be submitted directly to the relevant Merchant or Authorized Partner (as the case may be). We will only process a refund for a Transaction based on a request from the relevant Merchant or Authorized Partner. You may submit a refund claim to Us in accordance with the process stated in clause 12. Such claims shall include the refund request from the relevant Merchant or Authorized Partner, and all other relevant supporting evidence. The Company may request for additional information in respect of such a claim and has sole discretion in determining whether to process the claim and the mode of such refund. Each party shall bear its own costs incurred in the processing of such refund.

21. You hereby authorize the Company to debit or credit Your Account Balance in respect of any Transaction, including in relation to any errors, chargebacks, or refunds in respect of such Transaction.

22. You agree that any Transaction made via Your Account shall be deemed to be authorized and confirmed by You, unless we receive from You any written notification otherwise within sixty (60) days of the Transaction. Subject to any errors, chargebacks, or refunds in respect of any Transaction (which shall be dealt with in accordance with clause 5), Transactions made via Your Account that have been processed by Us are final and cannot be cancelled. Unless we have received any written notification from You in accordance with the timelines set forth in these Terms and Use, the data on Account Balance and the Transactions performed via Your Account as recorded in the System shall be treated as final and binding on You.

23. In accordance with Applicable Law, our Policies, and/or the requirements of any Authorized Partner or other third party, certain minimum or maximum amounts may apply to the Account Balance maintained in Your Account and the Transaction amounts.

Account Inactivity

24. If Your Account has been inactive for a period of six (6) consecutive months, the Company may charge an administrative fee for maintaining Your Account, as notified to You by us from time to time (including via the Policies).      

6. Your Use of the System and Services

Rights granted and reserved

1. Subject to Your compliance with these Terms of Use, the Company and its licensors grant You a revocable, limited, non-exclusive, non-transferable, royalty-free license during the term of these Terms of Use and in the Territory, to access and use the System solely for Your personal use.

26. All rights not expressly granted to You under these Terms of Use are reserved by the Company and its licensors. Nothing in these Terms of Use transfers any ownership in or to the System (in whole or in part) to You.

Access and Use of the System and Services

27. The Services may be accessed via the System, the Authorized Partner Platforms, and other systems and services, as notified by the Company from time to time. You acknowledge that the access and use of Your Account via an Authorized Partner Platform or other third party’s systems or services is subject to the terms and conditions of such Authorized Partner or third party.

Prohibited Conduct

28. Your use of the System and Services shall be for Your personal, non-commercial purposes only in accordance with Applicable Law and this Terms of Use. You hereby agree that You shall not:

1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System in any way;

30. modify or make derivative works based on the System, or reverse engineer or access the underlying software for any reason;

31. use the System or Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the System, copy any ideas, features, functions or graphics of the System, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the System or Services, or attempt to gain unauthorized access to the System or related systems or networks;

32. use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the System;

33. post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the System;

34. use the System or Services to commit a crime or do anything contrary to Applicable Law;

35. send or store any material for unlawful or fraudulent purposes;

36. send spam or other unsolicited messages;

37. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;

38. send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;

39. interfere with or disrupt the integrity or performance of the System or the data contained therein;

40. impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;

41. infringe upon the rights of, or cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage to, any person (including the Company and/or its Affiliates, and their respective officers, directors, members, employees and agents); or

42. damage the reputation of the Company and/or any of its Affiliates in any way.

7. Your Mobile Device

1. Your access to the System and Services will be through a Mobile Device. It is Your responsibility to check and ensure that You have a suitable Mobile Device and that You download the correct or latest version of the software for Your Mobile Device or any Authorized Partner Platform. The Company is not liable if You do not have a compatible device, if You do not have the latest version of the software for Your Mobile Device or any Authorized Partner Platform.

30. If a Mobile Device is lost, stolen, broken, hacked into, and/or no longer in Your possession, and this exposes Your Account information to someone else or otherwise affects the Company’s legal rights and/or remedies, You must immediately notify the Company and follow the procedures notified by Us. The Company is not responsible for any action or inaction in relation to Your Account if You do not do so, and any subsequent Transactions made using Your Account shall be deemed valid.

31. You are solely responsible for having in place an appropriate internet and mobile plan and for any fees charged by Your telecommunications service provider, such as telephone, SMS and internet data fees. You acknowledge that Your use of the System and Services may consume large amounts of data and that You will be solely responsible for such usage and the associated fees.

8. Financial Terms

1. The use of the System and is provided on a royalty-free basis. However, the use of Your Account and the Services via the System is subject to fees, including any top-up fees, withdrawal fees, transfer fees, Account reactivation fees, and any other fees imposed by the Company as notified to You by us from time to time (including via the System or the Policies) (together, the Service Fees ). The use of an Authorized Partner Platform or other systems or services in connection with Your use of the System or Services may also be subject to separate fees imposed by the relevant Authorized Partner or third party.

Promotions

33. In order to promote usage of the System and Services, the Company may from time to time, in its sole discretion, offer promotions based on You meeting specified criteria and complying with specified conditions. You may choose whether or not to participate in the promotion. If You do decide to participate, Your right to benefit from the relevant promotions is conditional on You meeting all of the specified criteria and complying with all of the specified conditions, to the Company’s reasonable satisfaction. If You do not do so, You will not be entitled to the benefits of the relevant promotions. You agree that You will only use such promotions for their intended use and will not abuse, duplicate, sell or transfer the promotions in any manner. You also understand that the promotions cannot be exchanged for cash and may expire on a certain date, even before You use them.

Payment

34. Unless otherwise determined by the Company, all amounts payable by You under these Terms of Use (if any) are final and non-refundable, and must be paid by using the payment methods offered via the System from time to time.

35. If You have been incorrectly charged a fee, please contact us for assistance in accordance with clause 12. The Company has sole discretion in determining whether to process any refund or return of payment to You and the mode of such refund or return of payment.

Taxes

36. These Terms of Use shall be subject to all applicable prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any applicable future taxes that may be introduced at any point of time.

37. You agree to do everything necessary and required by Applicable Law to enable, assist and/or defend the Company to claim or verify any applicable input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the System and/or the Services.

9. Indemnities and Liability

Indemnities

1. You shall defend, indemnify and hold harmless the Company, its licensors and each such party’s Affiliates and their respective officers, directors, members, employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:

1. Your breach of any term of these Terms of Use, the Policies or any Applicable Law;

44. Your use of the System and/or the Services, including any third party claims arising from Your use of the System and/or the Services; and in respect of any items that You purchase using the Services;

45. any misconduct by a party other than the Company, whether intentional or not, including any use or misuse of the System and/or the Services by such third party;

46. any blocking or restrictions of access to Your Account, and/or the services or features available via the System, in accordance with these Terms of Use;

47. any limitations, delays or failures in the System and/or Services, including any disruptions caused by parties other than Us or unauthorized third parties;

48. any defects, limitations, delays or failures of the Authorized Partner Platform or a Merchant's goods or services; and

49. any limitations, delays or failures of any other third party, including any banks or other financial institutions, and/or their systems or services.

Basis on which the System and Services are provided

39. The System and Services provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, the Company disclaims all representations and warranties, express, implied or statutory, save as expressly set out in these Terms of Use, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill, and non-infringement.

40. Without limitation to clause 9.2, the Company with its best efforts to keep the System operating stably and continuously. However, You acknowledge and agree that the Company makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the System or Services, or that the System and Services will be uninterrupted or free of errors or viruses, or will operate in combination with any other hardware, software, system or data, or that any data will be accurate or reliable. However we recommend that You immediately inform Us if You experience any such issues.

41. The System and Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by You, another User, any Authorized Partner or Merchant being faulty, not connected, out of range, switched off or not functioning. The Company is not responsible for any delays, failures, damages or losses resulting from such problems. The Company shall not be responsible for any limitations, delays or failures of any Authorized Partners, Merchants, and other third parties, regardless of whether their systems, goods or services are accessible via the System.

42. Timelines specified for Services are, unless expressly agreed otherwise by the Company in writing, indicative, and the Company does not make any warranty, representation or undertaking that specified timelines will be met.

Exclusions and limitations of liability

43. Nothing in these Terms of Use limits or excludes a party’s liability for death or personal injury caused by such party’s negligence, for fraud, or for any other liability to the extent it cannot be limited or excluded under Applicable Law.

44. To the maximum extent permitted by Applicable Law, the Company shall not be liable for:

1. indirect, incidental, special, exemplary, punitive or consequential damages;

51. loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and

52. personal injury or property damage.

arising from, related to or otherwise in connection with the System or the Services, whether in contract, tort, breach of statutory duty or otherwise.

45. To the maximum extent permitted by Applicable Law, and unless otherwise specified in the Local Terms or Specific Terms, in no event shall the Company’s maximum aggregate liability arising under and in connection with the System, the Services and/or these Terms of Use, whether in contract, tort, breach of statutory duty or otherwise, exceed any amounts paid by You to the Company in connection with the first event giving rise to a claim under these Terms of Use. In any event, the Company’s maximum liability is limited to the latest balance of Your Account as recorded in Our System.

46. Unless otherwise specified in the Local Terms or the Specific Terms, any claims You have against the Company under or in connection with the System, the Services or these Terms of Use must be notified to the Company within sixty (60) days after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) You will forfeit any rights and remedies You have in respect of such claim.

10. Term and Termination

1. These Terms of Use shall continue until terminated in accordance with their terms.

48. Without prejudice to the Company's rights and remedies, the Company may terminate these Terms of Use and/or suspend or terminate Your use of the System in whole or in part:

1. at any time for any reason by giving notice to You; and

54. immediately, with or without notice, if You are in breach of any term of these Terms of Use or Applicable Law.

49. You hereby agree that these Terms of Use terminate immediately in the event that You are:

1. declared bankrupt, insolvent, or enter into liquidation or such other scheme of arrangement or administration;

56. found in default of your debt obligations to a licensed bank in the Territory; or

57. declared missing or deceased,

and in such an event, the Company reserves the right to deal with any such trustee, executive, or representative of the courts in the Territory as it in its sole discretion deems appropriate in relation to the administration of any outstanding balance in Your Account.

        

50. You are under no obligation to use the System and may cease using them at any time by closing Your Account. Your Account may be closed:

1. at Your request;

59. in accordance with these Terms of Use, the Local Terms, the Specific Terms, the Policies, or Applicable Law;

60. if Your Account is blocked permanently in accordance with these Terms of Use; or

61. if Your Account is inactive for a period of at least six (6) consecutive months in accordance with clause 5.8 of this Terms of Use.

51. These Terms of Use are automatically terminated when Your Account is closed.

   

52. On termination of these Terms of Use for any reason:

1. the Company will return Your Account Balance through the method determined by Us, after being deducted with outstanding fees (if any), except if in our view We need to retain a certain portion of Your Account Balance, for example, if there is a reasonable belief that that portion is related to or is a result of any fraudulent or abusive acts and/or other violation of Applicable Law; and

63. You shall promptly (and in any event within three (3) days), pay any amounts owed to the Company (which shall become immediately due and payable on termination), and for this purpose, You agree that the Company is entitled to deduct such amounts from Your Account Balance.

53. The parties shall have no further obligations or rights under these Terms of Use after termination of the same, without prejudice to any obligations or rights which have accrued to either party at the time they are terminated, save that the provisions of clauses 3, 9, 10.6, 11, 13, and 14 of these Terms of Use and any other clause which expressly or by its nature is intended to survive, shall continue to have effect.

11. Privacy

1. When You register for an Account, or access or use the System or Services, You provide certain data (including your basic personal information and sensitive personal information) (hereinafter referred to as “Your personal information") to the Company, its Affiliates, and/or our Authorized Partners (if You access the System and Services via an Authorized Partner Platform). The Company and its Affiliates collect, use, disclose, transfer, store, and process Your personal information in order to provide the Services to You, as well as for other purposes set out in Our Privacy Policy, as amended from time to time. By providing such data to Us or continuing to use the System or Services, You confirm that You have read, understood, and consented to the Company and its Affiliates and its third parties collecting, using, disclosing, transferring, storing, and processing Your data in accordance with the Privacy Policy.

55. If you access the System and Services via an Authorized Partner Platform or any other system or services, please consult the terms and conditions and privacy policy of the relevant Authorized Partner or other third party to find out how they process Your personal information. We do not control and are not responsible for the processing of Your personal information by any such Authorized Partner or other third party.

12. Complaints Handling

1. If You have any complaint or request for review in relation to the System or Services, please complete the Complaint Form and submit the same to Us within sixty (60) days from the time at which the Transaction which is the subject of Your complaint or request took place:

1. at Our head office address or Our branches;
2. via email at hotro.vn@gopay.com.vn or the Company hotline at 1900636153.

Our hotline will be available 24/24 hours a day and 7/7 days a week). To ensure Your complaint or request shall be properly handled and as required under the Applicable Law, we shall record all the calls made to and/or from Our hotline number.

If You make a complaint or request over the Company hotline, We will request that You submit the Complaint Form within 48 (forty-eight) hours from the time of Your call.

57. To respond to Your complaint or request, We will first conduct a verification of Your identity. We are entitled to cease processing Your complaint or request if any data provided by You during the verification process does not match the data recorded in Our System, or if Your Account is inactive. If You wish to appoint another person to file Your complaint or request, You must do so in accordance with the authorization procedures under Applicable Law. We will look into Your complaint or request and may request You to provide supporting information or documentation in order to handle the same. Provided that all supporting information or documentation is provided to Us within the stipulated timeframes, We will respond to Your complaint or request within forty-five (45) days from receipt of the same.

58. Subject to clause 9, if You have incurred any loss as a result of the Transaction which is the subject of Your complaint or request and:

1. the Company determines that such loss was not caused by You or any causes beyond Your reasonable control, the Company will reimburse You for such loss within five (5) working days from its response to You in clause 12.2, provided that You provide all supporting information or documentation requested by the Company to evidence such loss;

67. the Company fails to determine the cause of such loss within the forty-five (45) day period in clause 12.2, the Company will, within fifteen (15) working days from the end of such period, contact You with a proposal to resolve Your complaint or request or temporarily reimburse You for the loss until the final conclusion of the competent authority clearly defines the fault and responsibility of the parties.

59. If the Company reasonably believes that there is any illegal or criminal activity involved in connection with Your complaint or request, it shall be entitled to, in its sole discretion, (i) notify and report to the competent Governmental Authority (including but not limited to the State Bank of Vietnam) in accordance with Applicable Law, who shall be responsible for reviewing, processing, and responding to Your complaint or request; and (ii) at the same time, notify You in writing on the status of processing Your complaint or request. The decision of the Governmental Authority shall be final. Should the Governmental Authority notify the Company of its finding that no illegal or criminal activity was involved in connection with Your complaint or request, we will process Your complaint or request in accordance with clauses 12.1 and 12.3.

60. Should the parties fail to reach a consensus in relation to the Company's processing of the complaint or request under this clause 12, such dispute shall be handled in accordance with the provisions under clause 13.2.

61. Any requests, complaints, or feedback on the goods and/or services provided by any Authorized Partner or Merchant shall be provided directly to the relevant Authorized Partner or Merchant. Notwithstanding anything of the above, if the Company receives any such request, complaint, or feedback, We may in our sole discretion deal with the same via Our complaints handling process or redirect the same to the relevant Authorized Partner or Merchant.

13. Disputes

1. These Terms of Use (and any and all disputes arising out of or in connection with these Terms of Use (including any alleged breach, or challenge to the validity or enforceability, of these Terms of Use or any provision hereof)) will be subject to the laws of Vietnam.

63. Any and all disputes arising out of or in connection with these Terms of Use will be finally settled by the competent Courts of Vietnam.

14. General

1. The Company shall not be liable for delay or failure in performance resulting from causes beyond Our reasonable control.

65. You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company or any of its Affiliates.

66. The Company may amend these Terms of Use at its sole discretion from time to time. We will use reasonable endeavors to notify You of any material changes to the Terms of Use; however, You agree that it is Your responsibility to review the Terms of Use regularly and Your continued use of the System and/or Services will constitute Your acceptance to the amendments. Otherwise, no addition to or modification of these Terms of Use will be binding on the parties unless made in writing by the parties.

67. The rights of each party under these Terms of Use may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by law and may be waived only in writing and specifically. Delay in the exercise or non-exercise of any right is not a waiver of that right.

68. These Terms of Use constitute the entire agreement and understanding of the parties relating to the subject matter of these Terms of Use and supersedes any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby also exclude all implied terms in fact. In entering into these Terms of Use, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Use. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in these Terms of Use excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.

69. You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Your rights or obligations, under these Terms of Use without the Company’s prior written consent. By entering into these Terms of Use and continuing to use the System or Services, You hereby consent to the Company assigning, sub-licensing, transferring, subcontracting or otherwise disposing, all or part, of its rights or obligations under this Terms of Use to its Affiliates, provided that, to the extent required by Applicable Law, the Company shall provide notice to You of any assignment, sub-licence, transfer, sub-contracting or other disposal of its rights or obligations.

70. If any Court or relevant authority determines that any part of these Terms of Use is illegal, invalid or unenforceable under Applicable Law, the remaining parts of these Terms of Use will remain in full force and effect and the relevant part will be replaced with a provision that is legal, valid and enforceable and that has, to the maximum extent possible, an equivalent effect to the substituted part of these Terms of Use.

71. A person who is not a party to these Terms of Use has no right to rely upon or enforce any term of these Terms of Use.

72. We may give notice to You by means of a general notice published via the System, SMS or to Your email address set out in Your Account. You must give notice to Us by email to hotro.vn@gopay.com.vn .