1. Definitions 釋義
Unless otherwise defined, the following terms in this Agreement shall have the meanings below:
| Term | Meaning |
|---|---|
| “UnionRay” / “Company” / “we” / “us” | UnionRay Global Co. Limited, a Hong Kong company licensed as a Money Service Operator (MSO Licence No. 24-09-03245). |
| “Merchant” / “you” | The corporate e-merchant client that has entered into this Agreement with UnionRay to use the B2C Payment Collection Service. |
| “B2C Payment Collection Service” | The cross-border payment collection service whereby UnionRay collects sale proceeds from end-consumers through licensed Pay-in Partners and settles the same to the Merchant’s pre-registered same-name bank account, after deduction of service fees and applicable FX spread. |
| “Pay-in Partner” | A licensed payment institution or e-money operator (e.g. V5 Philippines Corp, Alipay+ network partners) that provides locally-licensed consumer payment methods to end-consumers. |
| “Buyer” / “End Consumer” | The individual consumer who purchases goods or services from the Merchant using the payment methods made available by the Pay-in Partner. |
| “Settlement Account” | The corporate bank account held in the Merchant’s own legal name, pre-registered and verified by UnionRay, to which net sale proceeds are transferred. |
| “Same-Name Settlement” | The mandatory requirement that UnionRay shall only settle funds to a bank account registered in the exact legal name of the Merchant. |
2. Scope of Service 服務範圍
UnionRay provides the Merchant with a single service line: cross-border Business-to-Consumer (B2C) Payment Collection. Under this service:
- The Buyer pays for the Merchant’s goods or services through a locally-licensed consumer payment method provided by a Pay-in Partner.
- The Pay-in Partner transfers the collected sale proceeds (after local FX conversion, typically into USD) to UnionRay’s operating bank account.
- UnionRay reviews the transaction and settlement request for compliance purposes and, if approved, transfers the net proceeds to the Merchant’s pre-verified same-name Settlement Account.
Services expressly excluded: UnionRay does not provide standalone money-changing, standalone remittance (whether B2B or B2C), foreign-exchange dealing, walk-in counter services, stored-value-facility issuance, or settlement to any non-same-name beneficiary. Any instruction from the Merchant to settle funds to a third-party or non-same-name account will be automatically rejected by the system.
3. Merchant Obligations 商戶義務
3.1 Business Conduct
The Merchant warrants that:
- It is a validly incorporated legal entity with full power and authority to enter into this Agreement and to operate its e-commerce business.
- All goods or services sold to Buyers are lawful under the laws of the relevant jurisdictions and are not prohibited under Hong Kong law or any applicable international sanctions.
- It holds all necessary licences, permits and approvals required for its business operations.
- It will not use the B2C Payment Collection Service for any illegal, fraudulent, money-laundering, terrorist-financing or sanctions-evasion purpose.
3.2 Prohibited Products and Services
The Merchant shall not sell, advertise or process payments for any of the following through the Service:
- Gambling, casinos, lottery or betting activities;
- Adult content, escort services or sexually oriented materials;
- Weapons, ammunition, explosives or military goods;
- Narcotics, controlled substances, counterfeit goods or medicines without proper authorisation;
- Sanctions-related goods, services or transactions involving sanctioned persons, countries or jurisdictions;
- Unlicensed money services, shell entities, Ponzi schemes or pyramid selling;
- Any other product or service that UnionRay reasonably determines to present a high ML/TF risk.
3.3 KYC / KYB and Information Accuracy
The Merchant shall provide true, complete and up-to-date corporate information, including but not limited to:
- Certificate of Incorporation, Business Registration and Articles of Association;
- Identification and proof of address for all directors, UBOs (≥25% holding or effective control) and authorised signatories;
- Bank account verification documents for the Settlement Account in the Merchant’s exact legal name;
- Description of business nature, target markets, expected monthly GMV, average ticket size and sales channels;
- Any other information reasonably requested by UnionRay for AML/CFT compliance.
The Merchant must promptly notify UnionRay of any material change to the above information.
3.4 Consumer-Facing Disclosures
The Merchant shall ensure that its website, mobile application or sales platform clearly discloses to the Buyer that:
- The payment is collected by a licensed third-party payment service (the Pay-in Partner) on behalf of the Merchant;
- UnionRay acts solely as the Merchant’s payment collection and settlement service provider and does not assume any liability for the underlying goods or services;
- The Buyer’s payment is subject to the Pay-in Partner’s consumer terms and dispute-resolution procedures.
4. Settlement Terms 結算條款
4.1 Same-Name Settlement Only
UnionRay shall only settle net sale proceeds to the Settlement Account registered in the Merchant’s own legal name. Settlement to any third-party account, nominee account or account bearing a different name is strictly prohibited and will be rejected by the system at the disbursement step.
4.2 Settlement Cycle
The standard settlement cycle shall be agreed between the parties in the applicable commercial schedule. UnionRay will transfer the net proceeds within the agreed period after compliance review, typically not exceeding seven (7) business days from the date the relevant funds are received.
4.3 Fees and FX
UnionRay shall deduct its service fee and any incidental FX spread from the gross sale proceeds before settlement. The applicable fee structure is set out in the commercial schedule signed between the parties.
4.4 Settlement Holds and Suspension
UnionRay reserves the right to withhold, suspend or reject any settlement if:
- The transaction or Merchant triggers an AML/CFT alert or exceeds risk thresholds;
- The Merchant fails to provide requested supporting documents or explanations;
- UnionRay is required to do so by law, regulation, court order, or instruction from the CCE, JFIU or any competent authority;
- The Buyer initiates a chargeback, refund request or payment dispute.
5. AML / CFT Compliance 反洗錢及反恐融資合規
5.1 Risk-Based Assessment
Each Merchant is assessed through a six-dimension quantitative risk scoring system covering: (1) Customer, (2) Region, (3) Product/Service, (4) Channel, (5) Business Tenure, and (6) Transaction Scale. Based on the total score, the Merchant is classified as Low, Medium, High or Reject risk. UnionRay may apply Enhanced Due Diligence (EDD) and senior-management approval for High-Risk Merchants.
5.2 Name Screening
UnionRay screens the Merchant, its UBOs, directors and authorised persons against sanctions, PEP and adverse-media databases (including Refinitiv World-Check) on initial onboarding and on a daily ongoing basis. Any confirmed match may result in immediate suspension or rejection of the application.
5.3 Transaction Monitoring
UnionRay monitors Merchant transactions for suspicious patterns, including but not limited to smurfing, structuring, U-turn / round-trip flows, sudden spikes in activity, high-revenue-low-margin profiles, persistent losses, and same-name settlement anomalies. Merchants must cooperate with all investigations and provide requested documents.
5.4 Suspicious Transaction Reporting
UnionRay has a statutory obligation to file Suspicious Transaction Reports (STRs) with the Joint Financial Intelligence Unit (JFIU) where it knows or suspects that a transaction involves money laundering, terrorist financing or other criminal conduct. The Merchant shall not be informed of any such report so as to avoid “tipping off”.
6. Dispute Resolution 交易糾紛處理
6.1 Scope of Disputes
This dispute-resolution mechanism applies to disagreements or complaints relating to:
- The collection, settlement or refund of Buyer payments;
- Deductions of service fees, FX spread or chargeback amounts;
- Suspension, hold or rejection of settlement by UnionRay;
- Alleged unauthorised, duplicate or erroneous transactions;
- Any other matter arising from the use of the B2C Payment Collection Service.
6.2 Internal Complaint Handling Procedure
| Step | Action | Timeline |
|---|---|---|
| 1. Filing | The Merchant or Buyer submits a written complaint to UnionRay at compliance@unionrayintl.com with transaction reference, description and supporting evidence. | Within the earlier of (a) 30 days of the disputed event or (b) 60 days of the relevant settlement. |
| 2. Acknowledgement | UnionRay sends an acknowledgement with a unique case reference number. | Within 2 business days. |
| 3. Investigation | The Compliance Officer reviews the complaint, retrieves transaction records, Pay-in Partner log-sheets and audit logs, and may request further information from the Merchant or Pay-in Partner. | Within 10 business days from acknowledgement. |
| 4. Proposed Resolution | UnionRay issues a written decision with reasons and, where appropriate, arranges refund, correction or release of held funds. | Within 5 business days after completing the investigation. |
| 5. Appeal | The Merchant may appeal in writing within 10 business days. A senior manager independent of the original investigator reviews the case and issues a final decision within 10 business days. | Appeal window: 10 business days; Final decision: 10 business days. |
6.3 Buyer’s Right to Lodge Complaints
Although the Buyer’s payment contract is primarily with the Merchant and the Pay-in Partner, UnionRay acknowledges that Buyers may contact UnionRay regarding payment collection matters. Upon receiving such a complaint, UnionRay will:
- Log the complaint and notify the Merchant within 1 business day;
- Coordinate with the Merchant and the relevant Pay-in Partner to investigate;
- Not process any further settlement of related funds until the dispute is resolved or adequate security is provided.
Buyers are informed on the Merchant’s checkout page that UnionRay is the Merchant’s payment collection service provider and that refund and product-liability claims must primarily be directed to the Merchant.
6.4 Refunds and Chargebacks
Refund requests shall be processed in accordance with the Merchant’s refund policy as disclosed to Buyers. UnionRay may deduct refund and chargeback amounts (including any associated fees) from future settlements or, if insufficient, require the Merchant to remit the amount within 5 business days. The Merchant remains fully liable to UnionRay for any chargeback or refund losses caused by the Merchant’s breach of this Agreement.
6.5 No Liability for Underlying Goods or Services
UnionRay is not a party to the sale contract between the Merchant and the Buyer. UnionRay’s liability is limited to the proper collection, holding and settlement of funds in accordance with this Agreement. The Merchant is solely responsible for the quality, delivery, fitness for purpose and legality of the goods or services sold.
7. Data Protection and Confidentiality 資料保護及保密
UnionRay processes personal data in accordance with applicable data-protection laws. The Merchant undertakes to:
- Obtain all necessary consents from Buyers for the transfer of transaction data to UnionRay and Pay-in Partners;
- Not disclose UnionRay’s confidential information to any third party without prior written consent;
- Use Buyer data only for the purpose of fulfilling the underlying transaction and not for unrelated marketing without consent.
8. Termination and Account Closure 終止及帳戶關閉
Either party may terminate this Agreement by giving not less than thirty (30) days’ prior written notice. UnionRay may terminate or suspend the Merchant’s account immediately if the Merchant:
- Breaches any provision of this Agreement or any applicable law;
- Is confirmed to be a sanctioned person or connected to a sanctioned party;
- Provides false, misleading or incomplete KYC/KYB information;
- Engages in suspicious transactions that give rise to ML/TF concerns;
- Receives instructions from the CCE, JFIU or other competent authority to do so.
Upon termination, UnionRay shall settle all undisputed funds to the Merchant’s Settlement Account after deduction of outstanding fees and liabilities, and shall retain all transaction records for at least six (6) years as required by law.
9. Governing Law and Jurisdiction 適用法律及司法管轄
This Agreement is governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the non-exclusive jurisdiction of the Hong Kong courts.
10. Amendments 修訂
UnionRay may amend this Agreement from time to time to reflect changes in law, regulation or business practice. Material amendments will be notified to the Merchant by email or through the Merchant portal at least thirty (30) days before taking effect. Continued use of the Service after the effective date constitutes acceptance of the amended terms.
11. Contact Information 聯絡方式
UnionRay Global Co. Limited
Unit 03, 7/F., LT Tower, No. 31 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong
MSO Licence No. 24-09-03245
Compliance / AML Enquiries: compliance@unionrayintl.com