BOC CREDIT CARD USER AGREEMENT

中文版

USER AGREEMENT

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

1.	Interpretation

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

	"Account" means an account opened by and maintained with the Company under the name of the Cardholder to which the Charges shall be debited;

	"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 JETCO, PLUS and/or CIRRUS Networks and such other networks as from time to time announced by the Company;

	"Card" means any VISA credit card/MasterCard credit card issued by the Company and includes Main Card and Additional Card and any renewal or replacement Card;

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

	"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, interest, costs and expenses in connection therewith;

	"Fees Schedule" means the schedule setting out the annual fees, cash advance handling fee, late charge, interest and other fees and charges from time to time in force and applicable to the Card;

	"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of China;

	"Main Card" means a Card issued by the Company to a Main Cardholder to which one or more Additional Cards are issued thereto;

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

	"New Transaction" means in relation to a Statement, a transaction 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 from time to time through the Card.

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.

2.	Issue of Cards

2.1	The Company may (in its discretion) issue one or more of the Cards to the Cardholder subject to the terms and conditions of this Agreement.

2.2	Upon the application of the Main Cardholder and subject to the approval of the Company (in its discretion), the Company may issue one or more Additional Cards to the Additional Cardholders nominated by such Main Cardholder.

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 use or activation 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 shall have the right to refuse issuing a replacement Card to the Cardholder if his/her Card is lost or stolen. Where a replacement Card is issued, the Company shall be entitled to charge a handling fee for such replacement Card in accordance with the Fees Schedule.

3.	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 purposes, in particular any illegal purposes including without limitation payment for any illegal transaction.

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 purposes.

4.	Credit Limit

4.1	The Company may from time to time (in its discretion) determine the credit limit and/or cash advance limit in respect of any Card issued by the Company to the Cardholder. Where Additional Cards are issued, the Main Cardholder and the Additional Cardholders may be subject to separate and independent credit limits or may share any credit limits in such proportion as the Company may (in its absolute discretion) from time to time determine.

4.2	The Cardholder shall strictly observe the credit limit and cash advance limit imposed by the Company from time to time and shall not use the Card in excess of such credit limit and/or cash advance limit. Breach of this Clause 4.2 shall not in any way reduce or discharge the liability of the Cardholder for payment of any Charge arising as a result of such breach.

4.3	The Cardholder shall forthwith pay to the Company any amount in excess of such credit limit upon receipt of demand from the Company.

4.4	The Company shall be entitled to charge a handling fee at the rates as set out in the Fees Schedule on each cash advance made available to the Cardholder.

5.	Account Statement and Payment

5.1	The Company shall send a statement of account to the Cardholder on a monthly or other periodic basis ("Statement") showing, inter alia, the balance in the Account as at the end of the statement period specified therein ("Current Balance"), the minimum payment due from the Cardholder in respect of any Current Balance which is outstanding and due from the Cardholder ("Minimum Payment") and specifying a payment due date ("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 which is outstanding and due from the Cardholder shall be payable immediately upon receipt of the Statement.

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

5.5	If no payment or payment of less than the Minimum Payment is received by the Company on or before the date of the Statement next following ("Next Statement Date"), then in addition to the interest payable pursuant to Clause 5.4, a late charge as set out in the Fees Schedule shall be charged, which shall be debited to the Account on the Next Statement Date.

5.6	All payment made to the Company pursuant to this Agreement shall be made in Hong Kong dollars subject to the Company's discretion to accept payment in other currencies. Charges which are effected in currencies other than Hong Kong dollars may be debited to the Account after conversion into Hong Kong dollars at a rate determined by the Company. Should the Company accept payment rendered in currencies other than Hong Kong dollars, such payment may be credited into the Account after conversion into Hong Kong dollars at a rate determined by the Company which may be subject to the payment of a conversion fee as set out in the Fees Schedule, which conversion fee shall be debited to the Account. Where payment is made by means of a bank draft or any other similar instrument, only such amount net of all collection, administrative or handling fees for processing such bank draft or instrument will be credited into the Account.

5.7	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 absolute discretion determine from time to time:-

	(a)	interest charges in respect of cash advance;

	(b)	service charges or fees in respect of cash advance;

	(c)	interest charges in respect of retail spending;

	(d)	service charges or fees in respect of retail spending;

	(e)	overlimit and past due fees in respect of retail spending;

	(f)	statement balance in respect of retail spending;

	(g)	statement balance in respect of cash advance;

	(h)	annual fee;

	(i)	current month's balance in respect of retail spending;

	(j)	current month's balance in respect of cash advance; and

	(k)	collection fees and legal costs.

5.8	Where an Additional Card(s) is/are issued, payment made by a Main Cardholder shall be appropriated towards payment of the respective sums of moneys due from the Main Cardholder and from the Additional Cardholder(s) in such order and priority as the Company may in its absolute discretion determine from time to time.

5.9	The Company shall have the right (in its absolute discretion) to refuse the payment of any sum of money into the Account in excess of the Current Balance of the Account.

6.	Fees and Charges and Interest Rates

6.1	All fees, charges and interests payable by the Cardholder under this Agreement are more particularly set out in and shall be paid according to the Fees Schedule.

6.2	The Company may from time to time (in its discretion) revise the Fees Schedule in accordance with Clause 19. Copies of the current Fees Schedule are available on request from the principal place of business of the Company in Hong Kong and on the Company's web site at www.boci.com.hk.

6.3	Where an Additional Card(s) is/are issued, the Company may (in its absolute 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.

7.	Cardholder's Obligations and Liabilities

7.1	The Cardholder shall take reasonable care of the Card and the PIN and keep the Card safely under his/her 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.

7.2	Upon the occurrence of any of the following events, the Cardholder shall report as soon as reasonably practicable to the Company by phone to the 24-hour hotline number (852)2544-2222 of the Company 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.

7.3	Without prejudice to the obligations under Clause 7.2, 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.

7.4	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.

7.5	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 and charges payable by the Cardholder to the Company under this Agreement.

8.	Unauthorized Transactions

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

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

8.3	In the event that the Cardholder shall have informed the Company of any unauthorized transaction before the Due Date and payment of the disputed amount has been withheld over the investigation period, the Company reserves the right to re-impose any fees, charges and/or interest on the disputed amount over the period commencing from the date of transaction (or such later date as the Company may in its absolute discretion determine from time to time) until full payment of the disputed amount together with all related fees, charges and/or interest if such dispute made by the Cardholder shall subsequently be proved to be unfounded.

9.	Cardholder's Liabilities for Unauthorized Transaction

9.1	Provided that the Cardholder has acted in good faith and with due care (including taking the precautions under Clause 7.1 and reporting loss, theft and/or unauthorized use of the Card in accordance with Clause 7.2), the Cardholder shall not be responsible for the loss and damage incurred:

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

	(b)	for any unauthorized transactions 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.

9.2	Subject to Clause 9.3 and provided that the Cardholder has acted in good faith and with due care (including taking the precautions under Clause 7.1 and reporting loss, theft and/or unauthorized use of the Card in accordance with Clause 7.2), the liability of the Cardholder for loss, theft or unauthorized use of the Card shall not exceed the maximum from time to time prescribed by the applicable law or regulatory directive.

9.3	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 7.1 or 7.2 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 agrees to indemnify and keep the Company fully indemnified against all losses, damages, liabilities and all reasonable costs and expenses reasonably incurred as a result thereof.

10.	Liabilities of Main and Additional Cardholders

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

11.	Limitation on Liabilities

11.1	Notwithstanding Clause 9.1, under no circumstances shall the Company be responsible for any indirect, consequential or incidental loss or loss of profit or opportunities or other types of loss or damage which the Cardholder may suffer directly or indirectly as a result of any use, misuse or malfunction of the Card or other devices provided by the Company or howsoever arising.

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

11.3	The Company also reserves the right to refuse in its absolute 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/her obligations to the Company hereunder.

11.4	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.

12.	Termination and Suspension of the Card

12.1	The Cardholder may at any time terminate the Card by giving not less than 14 days' prior written notice to the Company provided that the Cardholder shall remain liable for all transactions effected through the use of the Card notwithstanding such termination until all sums due under the Account (whether or not posted to the Account) are paid in full.

12.2	Where an Additional Cards is/are issued, an Additional Cardholder may terminate his/her Additional Card and the Main Cardholder may terminate the Main Card and/or any or all Additional Cards at any time by giving not less than 14 days' prior written notice to the Company. Upon the termination of the Main Card, all Additional Card(s) issued thereto shall be automatically terminated forthwith. Notwithstanding any such termination, the Main Cardholder shall remain liable for all transactions effected through the use of the Main Card and all the Additional Cards and each Additional Cardholder shall remain liable for all transactions effected through the use of his/her Additional Card only.

12.3	The Company may terminate this Agreement in respect of any Card at any time without prior notice or giving any reason to the Cardholder. Without limiting the generality of the foregoing, the Company is entitled to terminate this Agreement by listing the Card in its cancellation list or bulletin without notice whereupon the right to use the Card shall be revoked.

12.4	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. Until the Card is surrendered, the Cardholder shall continue to be liable for the use of the Card and for all Charges pursuant to such use notwithstanding termination of this Agreement. No request to terminate a Card shall be effective unless and until such Card is terminated by or returned to the Company.

12.5	The Company may at any time without notice suspend, cancel or terminate the Card and/or any services thereby offered and/or disapprove any transaction proposed to be effected thereby and may not give any reason.

12.6	The Company shall be entitled to act on any instruction whether oral or in writing purportedly given by the Cardholder and the Company shall not be liable to the Cardholder for any loss or damage of whatever nature which the Cardholder may suffer or incur whether directly or indirectly as a result of such action of the Company.

12.7	The Company shall have the right at its absolute discretion to refuse any instruction whether oral or in writing purportedly given by the Cardholder if the Company is in doubt of the authenticity of such instruction and the Company shall not be liable to the Cardholder for any loss or damage of whatever nature which the Cardholder may suffer or incur whether directly or indirectly as a result of such refusal by the Company.

12.8	The Company shall not be liable for any loss or damage of whatever nature suffered or incurred by the Cardholder whether directly or indirectly as a result of such suspension, cancellation, termination or disapproval.

12.9	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.

12.10	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.

13.	Rights of Set-off

13.1	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 13.1 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 13.1.

13.2	Where an Additional Card(s) is/are 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.

13.3	An Additional Cardholder shall be liable only for the balance of the Account due from him/her to the Company (but not those of the Main Cardholder or other Additional Cardholders). However, an Additional Cardholder may (at its option) settle the balances of the Account due from the Main Cardholder and/or other Additional Cardholders. It is hereby agreed and confirmed by all Additional Cardholders that any payment made by an Additional Cardholder in excess of the balance of the Account due from him/her to the Company shall be irrevocably deemed to be voluntary payment to settle (in whole or in part) the balances of the Account due from the Main Cardholder and other Additional Cardholders, in such order and priority as the Company may in its absolute discretion determine from time to time.

14.	Cardholder's Liabilities for Collection Costs and Legal Expenses

14.1	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 the 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.

14.2	The Cardholder shall indemnify the Company in respect of:

	(a)	all legal costs and expenses reasonably incurred by the Company in seeking to enforce payment of the debts 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 in normal circumstances not exceed 30% of the aggregate outstanding balance of the Account for the payment of which the Cardholder is responsible.

15.	ATM and Other Facilities

15.1	Where the Card is incorporated with ATM facility, the Cardholder's use of the Card shall be subject to the terms and conditions of use as stipulated by the relevant ATM facility provider(s) (including without limitation the "Terms and Conditions for BOC Card/Smart BOC Card"). A Cardholder who no longer requires access to ATM for the purpose of effecting banking transactions via the Card's subsidiary account shall notify the Company immediately in writing or cancel the ATM facility in person at the account opening bank.

15.2	The Company shall not be liable to the Cardholder should any transaction involving the use of the Card at any ATM be not honoured or operative for any reason whatsoever or should there be any malfunction and/or failure of any ATM.

15.3	Notwithstanding anything contained in Clause 7.2, the Cardholder shall be absolutely responsible for all transactions involving the use of the Card at any ATM 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 illegitate 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 agrees that he/she shall at all times and from time to time indemnify and hold the Company harmless from and 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.

15.4	The Cardholder shall not disclose the confidential PIN for operating ATM to any person or allow it to be used by any person.

16.	Transaction Record

16.1	The Company's record of all transactions effected by the use of the Card (including use at any ATM) shall be conclusive evidence of such use and shall be binding on the Cardholder for all purposes.

17.	Personal Data and Account Information

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

17.2	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.

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

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

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

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

18.	Notice

18.1	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.

18.2	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 six days of it being posted by prepaid post to such address by airmail; 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.

19.	Amendment

19.1	The Company may (in its discretion) from time to time change any of the terms and conditions of this Agreement and/or the Fees Schedule provided that the Company shall give the Cardholder not less than 30 days' notice before any change of the terms and conditions which affect fees and charges and the liabilities or obligations of the Cardholder takes effect, unless such changes are beyond the Company's control.

19.2	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.

19.3	If the Cardholder does not accept the proposed change by the Company, the only recourse available to the Cardholder is to terminate the Card in accordance with Clauses 12.1 or 12.2 (as the case may be).

19.4	Where a Cardholder terminates his/her Card pursuant to Clause 19.3 within reasonable time, the Company may (in its discretion) repay the annual or other periodic fees on that Card (if any) on a pro rata basis if the fees can be separately distinguished and the amount involved is not minimal.

20.	Law and Jurisdiction

20.1	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.

21.	Miscellaneous

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

21.2	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.

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

21.4	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.

21.5	The Cardholder may not assign any of his/her 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.

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