BOC RMB CREDIT CARD USER AGREEMENT

BOC RMB CREDIT CARD USER AGREEMENT

The Card(s) (as defined below) is/are issued by BOC Credit Card (International) Limited ("Company") on the following terms and conditions:-

Interpretation

1.1

Unless the context otherwise requires, the following expressions shall have the following meanings in this Agreement:-

"Account" means an account in respect of the Card opened and maintained by the Company under the name of the Cardholder;

"Additional Card" means a Card issued by the Company to an Additional Cardholder nominated by the Main Cardholder and at the joint request of the Main Cardholder and such Additional Cardholder;

"Additional Cardholder" means any person to whom and in whose name an Additional Card is issued;

"ATM" means any automatic teller machine in operation in the Network;

"CNY" means Renminbi yuan, the lawful currency of the PRC;

"CUP" means China UnionPay Company Limited, a joint stock limited liability company incorporated in the PRC with headquarters in Shanghai, PRC;

"Card" means any BOC RMB credit card issued by the Company on the terms and conditions of this Agreement and includes the Main Card and any Additional Card, whether they are issued as a replacement or renewal Card;

"Cardholder" means any person to whom and in whose name a Card is issued and includes the Main Cardholder and any Additional Cardholder;

"Charges" means the aggregate value or amount of all purchase of goods and/or services and/or cash advances effected by the use of the Card and all relevant fees, charges, legal and other costs and expenses chargeable under this Agreement;

"Fees Schedule" means the schedule from time to time issued by the Company which sets out the interest rates, annual fees, cash advance handling fees, conversion fees, late charges, interests and other percentage rates, fees and charges applicable to the Account and the Card;

"HKD" means Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;

"Main Card" means a Card issued by the Company to the Main Cardholder and in relation to which one or more Additional Cards may be issued;

"Main Cardholder" means any person to whom and in whose name a Main Card is issued;

"Mainland China" means any part of the PRC, other than Hong Kong, Macau and Taiwan;

"Network" means the network of automatic teller machines bearing the logo from time to time adopted by CUP and such other network of automatic teller machines from time to time designated by the Company;

"New Transaction" means, in relation to a Statement, a transaction (excluding cash advances) by which the Cardholder has incurred any Charges through the use of the Card, occurring:

a)	at any time after the time ("Relevant Time") at which the last transaction as shown in that Statement was effected by the use of the Card; or
b)	at any time before the Relevant Time, the Charges in respect of which have not as of the date of that Statement been debited to the Account and shown in that Statement.

"PDP Ordinance" means the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong;

"PIN" means, in relation to a Card, the personal identification number of the Cardholder required to gain access to services provided by the Company through the Card;

"PRC " means The People's Republic of China; and

"Statement" means a statement in respect of the Account issued by the Company to the Cardholder on a monthly of other periodic basis.

1.2

In this Agreement, words denoting the singular shall include the plural and vice versa and reference to one gender shall include all genders, unless the context otherwise requires.

1.3

Any reference to the Company shall, where the context permits or requires, be deemed to include a reference to its successors and assigns.

Issue of Cards

2.1

The Company may in its sole discretion issue any Card to the Cardholder subject to the terms and conditions of this Agreement. When a Card is issued, the Company will set up and maintain the Account to which the Charges will be debited.

2.2

Upon the joint application of the Main Cardholder and any person nominated by the Main Cardholder, the Company may in its sole discretion issue an Additional Card to that person.

2.3

Immediately upon receipt of the Card from the Company, the Cardholder shall:-

(a)

sign the Card on the space provided; and

(b)

sign and return to the Company any acknowledgment of receipt of such Card or otherwise activate such Card in accordance with the instructions of the Company.

2.4

The signature of the Cardholder on the Card, or the activation or use of the Card by the Cardholder shall constitute conclusive evidence of the Cardholder's acceptance of and agreement to be bound by the terms and conditions of this Agreement.

2.5

A renewal Card shall normally be issued at least 30 days' prior to the expiry date of a Card. Unless written notice of termination of the Card is received by the Company within such 30 days' period, the renewal Card shall be deemed to have been received by the Cardholder by the expiry date. By activating or using the renewal Card or continuing to use the Card after its expiry date, the Cardholder shall be deemed to have accepted the renewal Card.

2.6

The Company may in its sole discretion refuse to issue any replacement Card to the Cardholder when the original Card is lost or stolen. Where a replacement Card is issued, the Company shall be entitled to charge a handling fee as set out in the Fees Schedule for such replacement Card.

2.7

The Card shall at any time remain the property of the Company. The Cardholder shall unconditionally and immediately upon demand surrender or procure to be surrendered the Card to the Company.

Use of the Card

3.1

Use of the Card is restricted exclusively to the Cardholder for bona fide purchase of goods and/or services and/or cash advances only and the Cardholder shall not use the Card for any other purpose, in particular any illegal purpose including without limitation payment for any illegal transaction. The Cardholder shall also observe all laws and regulations from time to time in operation in Mainland China in relation to any transaction conducted with the Card in Mainland China.

3.2

The Cardholder shall not transfer the Card to any person or allow any person to use the Card or pledge the Card as security for whatever purpose.

3.3

The Card is denominated in CNY and is valid for use by the Cardholder in Mainland China, Hong Kong and such other places from time to time designated by the Company for bona fide purchase of goods and/or services from merchant establishments which are connected to CUP's POS system and/or cash advances effected at the ATM.

3.4

All transactions effected by the use of the Card in currencies other than CNY shall be debited to the Account after conversion into CNY at a rate of exchange determined by reference to the rate of exchange adopted by CUP on the date of conversion plus an additional percentage charged by the Company. In addition, the Company shall be entitled to charge a conversion fee as set out in the Fees Schedule.

Credit Limit

4.1

The Company may from time to time in its sole discretion change the credit limit, the cash advance limit and the daily cash advance limit in respect of any Card and/or the Account by notice to the Cardholder. Any such limits notified to the Main Cardholder will be shared among the Main Card and any Additional Card in such proportions as the Company may from time to time determine.

4.2

The Cardholder shall strictly observe the credit limit, the cash advance limit and the daily cash advance limit and shall not use the Card in excess of such limits. Breach of this Clause 4.2 shall not in any way reduce or discharge the liability of the Cardholder for payment of any Charges arising as a result of such breach and the Cardholder shall forthwith upon demand pay to the Company any amount in excess of such limits .

Account Statement and Payment

5.1

The Company will normally send a Statement to the Cardholder on the last date of a statement period ("Statement Date") showing, inter alia, the balance in the Account as at the Statement Date ("Current Balance"), the minimum repayment amount in respect of the Current Balance ("Minimum Payment") and the due date for repayment of the Current Balance ("Due Date").

5.2

Unless the Company receives within 60 days from the date of the Statement a notification in writing from the Cardholder to the contrary, the Company shall be entitled to treat all transactions shown on the Statement as correct.

5.3

Any Current Balance shall, upon issue of the relevant Statement, become immediately due and payable by the Cardholder and shall be fully settled on or before the relevant Due Date in such manner as the Company may from time to time specify.

5.4

If payment of the whole of the Current Balance is received by the Company on or before the relevant Due Date, no interest shall be payable in respect of such Current Balance. If no payment or only payment of less than the Current Balance is received by the Company on or before the relevant Due Date, interest at the rate as set out in the Fees Schedule (which shall apply before as well as after judgment) shall be charged on daily basis on (i) the daily outstanding balance of the Account retrospectively from the last Statement Date and (ii) the amount of each New Transaction from the date of that New Transaction, until all the outstanding balance of the Account is settled in full.

5.5

If no payment or only payment of less than the Minimum Payment is received by the Company on or before the relevant Due Date, then, in addition to the interest chargeable under Clause 5.4, a late charge as set out in the Fees Schedule shall be charged and debited to the Account on the date of the next following Statement.

5.6

A handling fee and such other fees as set out in the Fees Schedule shall be charged in respect of each cash advance (including withdrawal of funds previously transferred or otherwise credited to the Account) and debited to the Account on the date of such advance.

5.7

All payment made by the Cardholder shall be deemed to be made on the date on which immediately available fund is actually received by the Company. Where payment is made by means of a bank draft or any other similar instrument, only such amount net of all collection, administration or handling fees for processing such bank draft or instrument will be credited into the Account.

5.8

All payment made to the Company pursuant to this Agreement shall be made in CNY or HKD at prescribed locations in Hong Kong but the Company may accept payment in currencies other than CNY or HKD. If payment is made in currencies other than CNY, such payment shall be credited into the Account after conversion into CNY at a rate of exchange determined by the Company in which case the Company shall be entitled to charge a conversion fee as set out in the Fees Schedule. Cash payment made in excess of any maximum limit specified by the receiving institution may be subject to an administration or handling fee imposed by that institution.

5.9

Payment received from the Cardholder shall be applied towards repayment of the balance of the Account in the following order or in such other order as the Company may in its sole discretion determine from time to time:-

a)	finance and other charges in respect of cash advance;
b)	finance and other charges in respect of retail spending;
c)	principal balance in respect of cash advance;
d)	principal balance in respect of retail spending;
e)	annual fee; and
f)	collection fee and legal costs and expenses incurred by the Company for enforcing this Agreement.

5.10

Payment made by a Main Cardholder shall be applied towards payment of the respective sums of moneys due from the Main Cardholder and from the Additional Cardholder in such order and proportions as the Company may in its sole discretion determine from time to time.

5.11

The Company may in its sole discretion refuse the payment of any sum of money into the Account in excess of the then outstanding balance of the Account. In the event there is any excess fund in the Account, the Company shall be entitled to apply the same towards repayment of any outstanding balance of the Account as and when it arises.

Credit Balance

If after settlement of all outstanding Charges and any claims by the Company against the Cardholder there exists any credit balance in the Account ("Credit Balance"), the Company may at any time on its own volition or shall within reasonable time either upon request of the Cardholder or upon termination of the Main Card refund the Credit Balance to the Cardholder. The Company has sole discretion to refund the Credit Balance either in HKD (converted from CNY at a rate of exchange determined by the Company in which case the Company shall be entitled to charge a conversion fee as set out in the Fees Schedule) or CNY and in such manner and at such locations in Hong Kong as the Company may determine. The Company is entitled to charge a handling fee as set out in the Fees Schedule for each such refund.

Fees, Charges and Other Rates

7.1

All fees, charges, interests and other monies payable by the Cardholder under this Agreement are more particularly set out in and shall be paid according to the Fees Schedule. All such fees, charges, interest and other monies payable by the Cardholder shall be debited to the Account.

7.2

The Company may from time to time in its sole discretion revise the Fees Schedule in accordance with Clause 20. Copies of the current Fees Schedule are available at the principal place of business of the Company in Hong Kong upon request and on the Company's web site at www.boci.com.hk.

7.3

Where an Additional Card is issued, the Company may in its sole discretion treat any or all fees, charges and/or interests arising out of the use of any Additional Card as though the same were incurred by the Main Cardholder to all intents and purposes.

Cardholder's Obligations and Liabilities

8.1

The Cardholder shall take reasonable care of the Card and the PIN and keep the Card safely under his personal control and the PIN secret. Without limiting the generality of the foregoing, the Cardholder must take the following measures to keep the Card safe and the PIN secret to prevent fraud:-

(a)

keep any record of the PIN separate from the Card;

(b)

destroy the original printed copy of the PIN;

(c)

never write down the PIN on the Card or on anything usually kept with or near it;

(d)

never write down or record the PIN without disguising it;

(e)

never use any easily accessible personal information as the PIN; and

(f)

use the Card in accordance with the procedures, instructions and/or security guidelines from time to time issued by the Company.

8.2

Upon the occurrence of any of the following events, the Cardholder shall report as soon as reasonably practicable to the Company by phone to its 24-hour hotline number (852)2544-2222 (or such other number from time to time notified to the Cardholder) and thereafter confirm the same in writing within 24 hours or such other period as the Company may prescribe from time to time:

(a)

loss and/or theft of the Card;

(b)

unauthorized use of the Card and/or the PIN;

(c)

disclosure of the PIN to any unauthorized person;

(d)

suspicion of any counterfeit card bearing the same number as the Card or purported to be issued under the Account; and/or

(e)

any suspected unauthorized use of the Card and/or the PIN and/or disclosure of the PIN.

In addition, the Cardholder shall report the relevant event to the police and shall submit to the Company satisfactory documentary evidence of such police report as soon as reasonably practicable.

8.3

The Company shall be entitled to act on any instruction (whether oral or in writing) purportedly given by the Cardholder and any action so taken by the Company shall not render the Company liable to the Cardholder or otherwise discharge any liability of the Cardholder.

8.4

Notwithstanding anything contained herein to the contrary, the Cardholder shall repay to the Company immediately upon demand from the Company:

(a)	the outstanding balance of the Account;
(b)	all Charges in respect of the transactions effected by the use of the Card but not debited to the Account; and
(c)	all fees, charges and/or interest payable by the Cardholder to the Company under this Agreement.

Unauthorized Transactions

9.1

The Cardholder shall examine his Statement carefully and report any unauthorized transaction in the Statement to the Company within 60 days from the date of the Statement.

9.2

The Company shall use reasonable endeavours, except in circumstances which are beyond its control, to complete any investigation relating to unauthorized transactions within 90 days upon receipt of notice from the Cardholder.

9.3

If the Cardholder informs the Company of any unauthorized transaction before the Due Date and payment of the disputed amount has been withheld during the investigation period, then, in the event the allegation of unauthorized transaction is considered by the Company in good faith to be unfounded, the Company shall be entitled to impose any fees, charges and/or interest on the disputed amount at the rates as set out in the Fees Schedule from the date of the alleged unauthorized transaction (or such later date as the Company may in its sole discretion determine from time to time) until payment of the disputed amount and all such fees, charges and/or interest in full.

10.

Cardholder's Liabilities for Unauthorized Transaction

10.1

Provided that the Cardholder has acted in good faith and with due care (including taking the precautions under Clause 8.1 and reporting loss, theft and/or unauthorized use of the Card in accordance with Clause 8.2), the Cardholder shall not be responsible for loss and damage incurred:

(a)

in the event of misuse when the Card has not been received by the Cardholder;

(b)

for any unauthorized transaction made after the Cardholder has duly notified the Company of the loss, theft and/or unauthorized use of the Card;

(c)

when faults have occurred in the terminals, or other systems used, which cause the Cardholder to suffer loss and damage, unless the fault was obvious or advised by a message or notice on display; and

(d)

when transactions are made through the use of counterfeit cards.

10.2

Subject to Clause 10.3 and provided that the Cardholder has acted in good faith and with due care (including taking the precautions under Clause 8.1 and reporting loss, theft and/or unauthorized use of the Card in accordance with Clause 8.2), the liability of the Cardholder for loss, theft or unauthorized use of the Card shall not exceed the maximum amount from time to time prescribed by applicable laws or regulatory directives.

10.3

Notwithstanding anything contained herein to the contrary, the Cardholder shall be fully liable for all loss and damage arising out of or in connection with the loss, theft and/or unauthorized use of the Card if the Cardholder has acted fraudulently or with gross negligence, or has failed to comply with Clauses 8.1 or 8.2 or take reasonable precautions to prevent such loss, theft and/or unauthorized use of the Card, or if the unauthorized use of the Card involves the use of the Cardholder's PIN with or without the Cardholder's knowledge, and the Cardholder shall indemnify the Company against all losses, damages, liabilities and all reasonable costs and expenses reasonably incurred as a result thereof.

11.

Liabilities of Main and Additional Cardholders

11.1

The Main Cardholder shall (jointly and severally with the Additional Cardholders) be liable to the Company for any and all transactions effected and/or liabilities incurred by the Additional Cardholders and/or through the use of the Additional Cards.

11.2

An Additional Cardholder shall be liable only for the transactions effected by him and the liabilities incurred by him through the use of his Additional Card.

12.

Limitation on Liabilities

12.1

Notwithstanding anything contained herein to the contrary, under no circumstances shall the Company be responsible for any indirect, consequential or incidental loss or loss of profit or opportunity or other types of loss or damage which the Cardholder or any other person may suffer directly or indirectly as a result of any use, misuse or malfunction of the Card or other devices or any delay, failure or computer or other system errors in relation to any services provided by the Company.

12.2

The Company accepts no responsibility for the refusal of any merchant establishment or financial institution to honour the Card or for any goods and services supplied to the Cardholder.

12.3

The Company reserves the right to refuse in its sole discretion any charge to the Account requested by any merchant establishment or financial institution. Any claim or dispute the Cardholder may have against or with any merchant establishment or financial institution shall be resolved directly between the Cardholder and such merchant establishment or financial institution and in no circumstances shall such claim or dispute relieve the Cardholder of his obligations to the Company hereunder.

12.4

The Company shall not be obliged to credit the Account with refunds made by any merchant establishment or financial institution until such refunds together with the relevant credit voucher issued in such form as shall be acceptable to the Company have been received by the Company.

13.

Termination and Suspension of the Card

13.1

The Main Cardholder may terminate the Main Card (in which case all Additional Cards shall forthwith be terminated) and/or any Additional Card and the Additional Cardholder may terminate his Additional Card at any time by giving not less than 14 days' prior written notice to the Company. Notwithstanding any such termination, the Cardholder shall remain liable for the outstanding balance of the Account together with all transactions effected through the use of the Card and any fees, charges and/or interests which have not yet been posted to the Account. Upon termination of this Agreement, the above sums shall become immediately due and payable in full to the Company.

13.2

The Company may terminate any Card at any time without giving any prior notice or assigning any reason to the Cardholder.

13.3

Upon termination of this Agreement (whether by the Cardholder or the Company), the Cardholder shall surrender or procure the surrender of the Card to the Company. No request to terminate any Card shall be effective unless and until such Card is terminated by or returned to the Company.

13.4

The Company may at any time without giving any prior notice or assigning any reason to the Cardholder suspend any Card, suspend or otherwise cancel any service offered through the Card, and/or disapprove any transaction to be effected with the Card and the Company shall not be liable to the Cardholder or any other person for any loss or damage of whatever nature which the Cardholder or any other person may suffer or incur whether directly or indirectly as a result of the Company doing any of the above.

13.5

The Company shall be entitled to act on any instruction or refuse any instruction (in the event the Company is in doubt of the authenticity of such instruction) whether oral or in writing purportedly given by the Cardholder and the Company shall not be liable to the Cardholder or any other person for any loss or damage of whatever nature which the Cardholder or any other person may suffer or incur whether directly or indirectly as a result of the Company acting on or refusing that instruction.

13.6

In the event that the Company has fully settled or agreed to settle the payment for any goods and/or services hired or purchased by the Cardholder and the Cardholder agrees to pay the hire or purchase price (whether in whole or in part) of the goods and/or services to the Company by instalments through the Card, all the then outstanding instalments shall become due and payable immediately upon the termination of the Card for any reason whatsoever. Upon the termination of the Card, the Cardholder shall forthwith terminate any and all arrangements which are authorized or set up prior to the date of termination with any third party for regular/recurring payments charged or debited to the Card.

14.

Authorization to Debit from other accounts and Rights of Set-off

14.1

The Cardholder hereby irrevocably authorizes the Company at any time and from time to time to instruct or request any bank with which it may have an account to debit any amount due to the Company hereunder and pay the proceeds arising from such debit to the Company without prior notice to the Cardholder or to pay the full amount of the balance or part thereof in such account to the Company. The Cardholder agrees that any bank acting in reliance upon this Clause 14.1 shall not be liable for any loss suffered by the Cardholder. The Cardholder further agrees that the Company shall not be liable for any overdraft interest and/or handling charges arising out of such bank acting in reliance upon this Clause 14.1.

14.2

Where an Additional Card is issued, the Company may:-

(a)

set off the credit balance in any other account of the Main Cardholder with the Company against any debit balance of the Account due from any and all Additional Cardholders to the Company; and

(b)

only set off the credit balance in any other account of an Additional Cardholder with the Company against the debit balance of the Account due from such Additional Cardholder to the Company.

14.3

If an Additional Cardholder settles the outstanding balance of the Account attributable to other Cardholders, it is hereby agreed and confirmed by that Additional Cardholder that any such payment in excess of the balance of the Account attributable to him shall be irrevocably deemed to be voluntary payment to settle (in whole or in part) the outstanding balance of the Account attributable to other Cardholders and the Company shall be entitled to apply the same in such order and proportions as it may in its sole discretion determine.

15.

Cardholder's Liabilities for Collection Costs and Legal Expenses

15.1

The Company is entitled to appoint debt collection agencies and/or institute legal proceedings, at any time without prior notice to the Cardholder, to collect and/or recover any amount from time to time due to the Company under this Agreement. Subject to applicable laws and regulations, the Company shall not be liable (whether in contract or tort) for any act, conduct, omission or negligence of such agencies or any of their employees.

15.2

The Cardholder shall indemnify the Company in respect of:

(a)

all legal costs and expenses reasonably incurred by the Company in connection with enforcing payment of any sums due from the Cardholder to the Company under this Agreement; and

(b)

all costs and expenses reasonably incurred by the Company in connection with the appointment of debt collection agencies provided that the total collection costs recoverable against the Cardholder hereunder shall not in normal circumstances exceed 30% of the aggregate outstanding balance of the Account for the payment of which the Cardholder is responsible.

16.

ATM and Other Facilities

16.1

Where the Card is used with any ATM, point of sale terminals or other devices (collectively "Electronic Devices") to effect cash advance or other transactions, the Cardholder's use of the Card shall be subject to this Agreement in addition to any other terms and conditions (including without limitation the "ATM Services Terms and Conditions" of the Company) which may govern any other services provided through the Card.

16.2

The Company shall not be liable to the Cardholder should any transaction involving the use of the Card at any Electronic Devices be not effected for any reason whatsoever or should there be any malfunction and/or failure of the Card or any Electronic Devices.

16.3

Notwithstanding anything contained herein to the contrary, the Cardholder shall be absolutely responsible for all transactions involving the use of the Card at any Electronic Devices by any person whomsoever, whether or not:-

(a)

such use is authorized or otherwise approved by the Cardholder;

(b)

the Cardholder is at the material time aware of such use;

(c)

such use is against the wish of the Cardholder;

(d)

such use is the result of or otherwise involves any criminal activity whatsoever including (without limitation) illegitimate violence or threat of imminent illegitimate violence, criminal intimidation, or deception in any form, on the part of any person whomsoever; or

(e)

the Cardholder has notified the Company or any law enforcement agency of any loss or theft of the Card, or of any criminal activity hereinbefore referred to.

The Cardholder shall indemnify the Company against all losses, damages, claims and liabilities and all reasonable costs and expenses reasonably incurred by the Company in connection with or arising out of such use.

16.4

The Cardholder shall not disclose his PIN to any person or allow it to be used by any person.

17.

Transaction Record

The Company's record of all transactions effected by the use of the Card (including without limitation use at any ATM) shall be conclusive evidence of such use and shall be binding on the Cardholder for all purposes.

18.

Personal Data and Account Information

18.1

The Cardholder hereby acknowledges that he has read and understood the contents of the Company's Notice to Customers Relating to the Personal Data (Privacy) Ordinance ("Privacy Policy Statement"). Copies of the current version of the Privacy Policy Statement are available from the principal place of business of the Company in Hong Kong upon request or on the web site of the Company at www.boci.com.hk.

18.2

The Cardholder hereby authorizes the Company to use any information it may have concerning the Cardholder and/or the Account in accordance with the Privacy Policy Statement from time to time in force.

18.3

The Cardholder hereby also authorizes the Company to contact any information source for any information which the Company may require to operate the Account. The Cardholder further authorizes the Company to compare such information with the information provided by him for checking or to produce more data. The Cardholder hereby consents that the Company may, if necessary, use the results of such comparisons for the taking of appropriate action against him regardless of whether such action may be adverse to his interest.

18.4

The Company shall use all personal data (as defined in the PDP Ordinance) of the Cardholder in compliance with the PDP Ordinance.

18.5

The Cardholder shall notify the Company promptly in writing of any change in the information provided to the Company in the application form including but not limited to any change of employment or business and of residential or correspondence address.

18.6

The personal representative(s) of the Cardholder shall promptly notify the Company in writing of the death of the Cardholder.

19.

Notice

19.1

Any notice given by the Cardholder hereunder shall be given in writing and delivered to the Company at its address at 20/F., BOC Credit Card Centre, 68 Connaught Road West, Hong Kong.

19.2

Any statement, notice or demand given by the Company hereunder shall be deemed to have been received by the Cardholder (i) if by post, within two days of it being posted by prepaid post to the Cardholder's last known address in Hong Kong or, if the Cardholder's last known address is outside Hong Kong, within seven days of it being posted by prepaid post to such address; and (ii) if by e-mail, immediately after transmitting to the Cardholder's e-mail address last notified in writing to the Company if the same was not returned undelivered.

20.

Amendment

20.1

The Company may in its sole discretion from time to time (i) change any of the terms and conditions of this Agreement and/or the Fees Schedule; (ii) change any amounts, percentages, rates or other fees and charges contained in the Fee Schedule; and (iii) impose any new fees and charges in respect of any current or new services, and the Cardholder shall be bound by the above if he continues to use the Card after the relevant effective date provided that if any of the above will affect fees and charges or otherwise the liability or obligation of the Cardholder and is not necessitated by any circumstances beyond the Company's control, the Company shall give the Cardholder not less than 30 days' notice.

20.2

Retention or continued use of the Card after the effective date of any change of the terms and conditions of this Agreement and/or the Fees Schedule shall constitute the Cardholder's acceptance of such changes.

20.3

If the Cardholder does not accept the proposed change by the Company, he shall terminate the Card in accordance with Clause 13.1.

20.4

Where a Cardholder terminates his Card pursuant to Clause 20.3 within reasonable time, the Company may but is not obliged to refund the annual or other periodic fees in respect of that Card (if any) on a pro rata basis.

21.

Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong and the Cardholder irrevocably submits to the non-exclusive jurisdiction of the Hong Kong courts.

22.

Miscellaneous

22.1

This Agreement is written in both English and Chinese. In case of conflict or deviation in interpretation, the English version shall prevail.

22.2

If at any time any provision hereof becomes illegal, invalid or unenforceable in any respect, the remaining provisions hereof shall in no way be affected or impaired thereby.

22.3

This Agreement shall be binding on each successor, personal representative and person lawfully acting on behalf of the Cardholder.

22.4

No failure to act, omission or delay by the Company to exercise or enforce any right under any terms and conditions of this Agreement shall operate as a waiver of such right, nor shall any single, partial or defective exercise of any right prevent any other or further exercise of it or the exercise of any other right.

22.5

The Cardholder may not assign any of his rights and/or obligations under this Agreement. The Company may assign or transfer any of its rights and obligations under this Agreement to any third party without consent from the Cardholder.

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