Terms and conditions 利用規約

BILLMONT LIMITED (hereinafter called “BILLMONT”) hereby stipulates the TERMS OF SERVICE FOR ONLINE PAYMENT SERVICE (hereinafter called the “Terms”) and provides its credit-card payment agency services (hereinafter collectively called
the “Services”) to its member stores.

Chapter 1. Definitions; Application for the Services; Service Fees

Article 1. Definitions

The terms or words used in the Terms shall respectively have the following meanings.
1. Member Store: A corporation or an individual who applies for its use of the Services by using an application form designated by BILLMONT and whose application is approved by BILLMONT.
2. Service Fees: Contract money for store opening, monthly basic fee, transaction fee, handling fee, database management fee and other fees which shall be agreed to between BILLMONT and Member Store in relation to the Services and which shall be paid by Member Store to BILLMONT.
3. Card Company: A credit company or its partner company who executes a contract on credit-card payment with BILLMONT or its group company (hereinafter called “Group Company”).
4. Site: A virtual store opened by Member Store to sell its Product by using any telecommunication media such as the internet or phone which such Member Store applies for under the Terms.
5. Buyer: A person who places an order for the Product with Member Store or applies for the purchase of the Product and who intends to use the Services.
6. Product: Any product, merchandise, service, software or information, etc. sold by Member Store to Buyer after executing a sale and purchase contract (hereinafter called the “Sales Contract”) between both parties by using telecommunication media or other media.
7. Chargeback: A rejection by Card Company, at its own discretion, of payment of sales proceeds made by its credit card or a request by Card Company for refund of payment already made by such card against BILLMONT by reason of unauthorized use of such card or for other reasons.
8. Banks: Financial institutions (including post office and Shinkin bank/credit association) separately designated by BILLMONT as institutions conforming with confirmation service of deposits by bank transfer.
9. Personal Information: Information on an individual to make such individual personally identifiable such as his/her name or credit-card number.
10. Agreement: Relationship between BILLMONT and Member Store of their rights and obligations which shall be established under the Terms.

Article 2. Application for the Services and Application of the Terms

1. Any person who intends to receive the Services as Member Store shall submit to BILLMONT an application form designated by BILLMONT after filling it out. The provisions of the Terms shall apply to such person on and after the date of BILLMONT’s approval of such application.
2. If Member Store applies for any service other than the Services already provided by BILLMONT, such Member Store shall conduct once again the procedures set forth in the preceding paragraph. The provisions of the Terms shall also apply to such Member Store who uses such service on and after the date of BILLMONT’s approval of such application.
3. BILLMONT may stipulate or establish any terms of service, terms of use, conditions, regulations or rules other than the Terms, as needed. If BILLMONT stipulates or establishes such other terms etc., the provisions of such other terms etc. shall prevail over the provisions of the Terms unless otherwise specified.

Article 3. Service Fees

1. Member Store shall pay to BILLMONT the Service Fees which shall be agreed to between such Member Store and BILLMONT by offsetting such Service Fees against the payment for the Product set forth in the paragraph 4 of the Article 6. If such payment set forth in the paragraph 4 of the Article 6 may not be set off against the Service Fees since the amount of such payment falls below the amount of such Service Fees, Member Store shall pay such Service Fees by the payment due date specified in an invoice sent by BILLMONT.
2. Member Store shall bear any and all transfer fees and other fees or charges of the Banks for any payment of the Service Fees to BILLMONT by bank transfer, consumption tax, other taxes and public dues occurring relating to the provision of the Services by BILLMONT and other expenses necessary for preservation, protection or exercise of credits such as expenses for notarial deeds.
3. BILLMONY may settle any payment of the Services Fees paid by Member Store to BILLMONT under the Agreement by using the credit card registered with BILLMONT in advance by such Member Store.

Chapter 2. Credit-Card Payment Agency Services

Article 4. Details of the Services

The credit-card payment agency services provided by BILLMONT to Member Store shall mean agency services where BILLMONT makes a request for approval of credit sales by using a credit card relating to the Product between Member Store and Buyer, makes a request for credit-card payment for the Product, handles cancellation of orders for the Product and/or deals with other matters on their behalf in accordance with the terms and conditions under this chapter.

Article 5. Commencement of Use of the Credit-Card Payment Agency Services

1. Member Store shall make, on its own, the system settings designated by BILLMONT to start its use of the credit-card payment agency services. If Member Store makes any settings different from such system settings designated by BILLMONT, BILLMONT shall not be liable for any failure or defect arising from such different system settings.
2. If Member Store intends to cause a third party to make the system settings set forth in the preceding paragraph on its behalf under a service contract or other similar contract with such party, such Member Store shall make such settings under its own responsibility and at its own expense. BILLMONT shall not be involved in and shall not be liable for such system settings.
3. Member Store’s use of the credit-card payment agency services shall start after BILLMONT finishes configuring its systems.
4. BILLMONT shall configure its systems set forth in the preceding paragraph after Member Store pays to BILLMONT all fees and charges necessary for the Agreement and provides BILLMONT with all information necessary for such configuration.

Article 6. Payment for the Product

1. BILLMONT shall settle any payment debt of Buyer for the Product in accordance with the provisions of the Terms and the provisions of the agreements on credit-card payment executed between BILLMONT or Group Company and Card Company.
2. The amount of payment for the Product shall be charged to Buyer through Card Company in the billing name which BILLMONT separately notifies Member Store of. In the case of payment in a foreign currency set forth in the paragraph 5 of this article, the billing amount shall be charged to Buyer after converting such amount to the amount in Japanese Yen by Card Company.
3. BILLMONT may reject, at its own discretion, any application from Buyer for the credit-card payment and shall not disclose the reasons for such rejection to Member Store.
4. BILLMONT shall make any payment settled under the paragraph 1 by transferring its amount to the bank account designated by Member Store in accordance with the payment terms (closing date and payment due date) to be agreed to between BILLMONT and such Member Store. If the payment due date falls on any non-business day of financial institutions, such amount shall be transferred to such bank account on the business day of such institutions immediately following such non-business day. Any and all bank transfer charges shall be borne by Member Store.
5. BILLOMONT may, at its own discretion, process any credit-card payment applied for by Buyer in a foreign currency. In such case, BILLMONT shall settle the amount of such payment (in Japanese Yen) after converting such amount to the amount in US dollars at the conversion rate displayed on the screen for settlement.
6. Even if the amount is settled in a foreign currency, the amount for the payment for the Product transferred by BILLMONT to Member Store under the paragraph 4 shall be calculated on the basis of the amount applied by Buyer for the credit-card payment (in Japanese Yen).

Article 7. Product and Sales Methods of Member Store

1. Member Store shall not handle any Product or use any sales method which causes or falls under any of the following items.
   1. Damaging or infringement on honor, fame, credit, trade secrets or privacy of third parties;
   2. Infringement on any patent rights, utility model rights, trademark rights, design rights, copyrights, portrait rights or other rights of third parties;
   3. Sale or solicitation by any method in breach of the “Act on Regulation of Transmission of Specified Electronic Mail”, “Act on Specified Commercial Transactions” (hereinafter called the “SCT Act”)” or any other related laws and regulations of Hong Kong;
   4. Violation of Hong Kong laws, regulations or public policy (public order or morals);
   5. Breach of the terms, conditions, regulations or rules relating to credit-card payment agreed to between BILLMONT or Group Company and Card Company: or
   6. Product or sales method which BILLMONT considers to be inappropriate.
2. If the Product of Member Store requires any permit or approval of or any notification to its supervisory authorities or other institutions, such Member Store shall obtain such permit, etc. from or submit such notification to such authorities or institutions without fail and shall submit to BILLMONT in writing a copy of document certifying such permit, etc., a copy of notification or a copy of receipt of such notification specifying its serial number without delay.

Article 8. Descriptions on the Site

1. Member Store shall clearly specify the following matters on the Site in relation to the terms and conditions of transaction of the Product.
   1. Selling price of the Product (or its selling price and shipping charges if such selling price does not include such shipping charges);
   2. Statement to the effect that Member Store takes full responsibility as a seller of the Product, its official name, address and telephone number, name of its representative or responsible person, and its e-mail address for contact;
   3. All matters set forth in the SCT Act and any related laws and regulations of Hong Kong;
   4. Statement to the effect that BILLMONT may make a request for approval of credit sales by using a credit card relating to the Product between Member Store and Buyer, make a request for credit-card payment for the Product or handle cancellation of orders for the Product on behalf of Member, and official name, telephone number for contact and e-mail address for contact of BILLMONT; and
   5. Any other matters designated by BILLMONT.
2. Member Store shall not display any of the following matters in advertising the Site where such Member Store uses the credit-card payment agency services.
   1. False information or descriptions, or exaggerated explanations; or
   2. Descriptions set forth in any of the items of the paragraph 1 of the Article 7.

Article 9. Investigations

1. BILLMONT may, at any time, investigate the Product, sales methods, advertising or promotion of Member Store.
2. Member Store shall cooperate with such investigations, upon request of BILLMONT.
3. If BILLMONT considers at its own discretion that any Product, sales method, advertising or promotion breaches any provision of the Terms, BILLMONT may request Member Store to correct such breach or to take other appropriate measures and such Member Store shall make such correction or take such measures under its own responsibility and at its own expense.

Article 10. Troubleshooting

1. Member Store shall resolve any and all disputes with third parties under its own responsibility and shall not place any burden on BILLMONT relating to such disputes.
2. Notwithstanding the provisions of the preceding paragraph, if BILLMONT is involved in any dispute between Member Store and a third party and bears any expenses for resolution of such dispute, such Member Store shall bear any and all expenses borne by BILLMONT including but not limited to litigation expenses for such dispute (including attorney’s fee).

Article 11. Sale and Delivery of the Product

1. Member Store shall perform the Sales Contract executed with Buyer in accordance with the terms and conditions of transaction set forth in the paragraph 1 of the Article 8.
2. Member Store shall resolve any and all troubles or problems such as any defects of its Product, any matters relating to the performance of the Sales Contract or any complaints from Buyer relating to its after-sale service as a member store who directly has a contractual relationship with such Buyer and shall not place any burden on BILLMONT.
3. Notwithstanding the provisions of the preceding paragraph, if BILLMONT is involved in any dispute between Member Store and Buyer and bears any expenses for resolution of such dispute, such Member Store shall bear any and all expenses borne by BILLMONT including but not limited to litigation expenses for such dispute (including attorney’s fee) or settlement money paid to such Buyer.

Article 12. Smooth Implementation of Credit Sales

1. Member Store may not reject to Buyer any credit-card payment or may not request Buyer to directly pay in cash without justifiable reasons.
2. Member Store may not discriminatorily treat Buyer in any adverse or disadvantageous way to such Buyer such as addition of any fees or charges other than the fees or charges by the payment method using a credit card.

Article 13. Deposit

1. BILLMONT may receive the amount agreed to between BILLMONT and Member Store, as a security deposit (hereinafter called the “Deposit”), from the monthly credit-card payments of such Member Store for a period of time agreed to between both parties.
2. If Member Store owes any debts or pecuniary obligations to BILLMONT such as request for refund due to the Chargeback during the period of time set forth in the preceding paragraph, BILLMONT may apply the Deposit to such debts or pecuniary obligations.
3. The remaining amount after applying the Deposit to such debts or pecuniary obligations under the preceding paragraph shall be refunded sequentially to Member Store after the period of time set forth in the paragraph 1. The Deposit shall not bear any interest.

Article 14. Rejection of Payment

1. In any of the following events, BILLMONT may reject a request from Member Store for refund of any money already paid by such Member Store or any amount payable to such Member Store.
1. If BILLMONT considers that the Chargeback occurs or is likely to occur;
2. If BILLMONT considers that the Sales Contract between Member Store and Buyer is not performed;
3. If BILLMONT considers that Buyer has applied for purchase of the Product by using other person’s name or that a person who has placed an order for the Product with Member Store attempts to make payment for the Product by using a credit card in the other person’s name;
4. If BILLMONT considers that an application for purchase of the Product is contrary to the intention of Buyer (including but not limited to in the case where such application breaches the guideline on “Act of attempting to cause a buyer to execute a sales contract contrary to its intention” by the internet mail order published by the Ministry of Economy, Trade and Industry of Hong Kong);
5. In the case where Buyer applies for purchase of the Product by the payment method using a credit card and BILLMONT gives a notice of its approval of such application based on the results of its authentication, if such notice does not reach such Buyer (including in the case where BILLMONT may not confirm whether such notice has reached such Buyer ); or
6. If BILLMONT considers that the event set forth in the paragraph 1 of the Article 10 or in the paragraph 2 of the Article 12 may occur.
2. If the Chargeback occurs, Member Store shall pay to BILLMONT the amount agreed to between both parties as a service charge relating to the Chargeback for each credit sale.

Article 15. Cancellation and Refund

1. In any of the events set forth in the paragraph 1 of the preceding paragraph, BILLMONT may, at its own directions, cancel an application from Buyer for the purchase of the Product by the payment method using a credit-card, refund such payment or take other appropriate measures and Member Store shall accept such cancellation, refund or measures.
2. If BILLMONT takes any of the measures set forth in the preceding paragraph, BILLMONT may charge Member Store a service charge. BILLMONT shall not be liable for any damage incurred by Member Store arising from such measures.

Chapter 3. General Provisions

Article 16. Suspension of Provision of the Services

1. If Member Store falls under any of the following events, BILLMONT may immediately suspend the provision of all or any part of the Services to such Member Store without any notice.
   1. If any petition for procedures of bankruptcy, civil rehabilitation, corporate reorganization, corporate arrangement or special liquidation is filed against Member Store, or if Member Store files such petition on its own;
   2. If any draft, bill, note or check issued, accepted or endorsed by Member Store is dishonored;
   3. If Member Store is subject to attachment, provisional attachment, disposition of its assets for failure to pay taxes, compulsory auction or any other compulsory execution, or if Member Store is subject to foreclosure of any security interest;
   4. If BILLMONT reasonably considers that the solvency of Member Store extremely worsens;
   5. If BILLMONT considers that there are numerous unauthorized uses of credit card relating to the payments for the Product;
   6. If BILLMONT considers that the Product or any information, sales method, advertising, promotion or services provided by Member Store relating to such Product is inappropriate;
   7. If any claim for damages is filed against Member Store in relation to any dispute between such Member Store and Buyer or a third party;
   8. If Member Store performs any serious act of disloyalty or treachery;
   9. If Member Store breaches any provision of the Agreement and fails to correct such breach;
   10. If BILLMON may not contact Member Store by using the address, phone number or e-mail address provided by such Member Store;
   11. If BILLMONT considers that Member Store interferes or may interfere with the provision of the Services by BILLMONT;
   12. If BILLMONT considers that Member Store interferes or may interfere with the use of the Services by any other Member Store;
   13. If Member Store makes any system settings different from the system settings designated by BILLMONT; or
   14. If BILLMONT reasonably considers that Member Store breaches any of its representations and warranties set forth in the paragraph 1 or paragraph 2 of the Article 23, or if Member Store breaches its obligations to cooperate with or to report to BILLMONT set forth in the paragraph 3 of the Article 23.
2. In any of the following events, BILLMONT may immediately suspend the provision of all or any part of the Services to such Member Store without any notice, except in the event set forth in the item (1). In regard to the event set forth in the item (1), BILLMONT shall give prior notice to Member Store except in case of emergency or in any inevitable cases.
   1. If BILLMONT periodically or urgently maintains, inspects or improves any of its systems for the provision of the Services;
   2. If BILLMONT has difficulty in providing the Services for any inevitable reasons including but not limited to fire, power outage natural disaster, maintenance, construction or work of equipment of telecommunication carriers, trouble or problem of communication lines;
   3. If any loss, damage or destruction of the systems or data for the provision of the Services or any unauthorized access, fraudulent use or misappropriation occurs or may occur; or
   4. If BILLMONT considers that it needs to suspend the provision of the Services for business, operational or technical reasons or that it has difficulty in providing the Services due to any contingency or unforeseen circumstances.
3. If the provision of the Services is suspended, BILLMONT shall not be liable for any damage incurred by Member Store arising from such suspension.
4. Even in the case of any suspension of the Services set forth in the paragraph 1 or paragraph 2, Member Store may not be released from its obligation to pay the Service Fees to BILLMONT.
5. In the case where BILLMONT fails to provide all or any part of the Services and Member Store incurs any damage due to such failure, only if such failure is caused by intent or gross negligence of BILLMONT, BILLMONT shall compensate Member Store for such damage. However, in such case, the amount of such compensation shall not exceed the total amount of the flat-rate Service Fees for a period of time of such failure.

Article 17. Use of Trademarks

Member Store may use the trade name, trademarks or marks (including logos or service marks) of BILLMONT by the method designated by BILLMONT during the term of the Agreement.

Article 18. Non-Assignment of Rights or Obligations

Member Store shall not assign, transfer or offer as collateral to third parties any of its rights, obligations or contractual status under the Terms or related regulations relating to the Services by any method other than the method designated by BILLMONT.

Article 19. Confidentiality

BILLMONT or Member Store, as “Receiving Party”, shall not disclose or provide to third parties any confidential information of the other party as “Disclosing Party” including but not limited to information of its clients, business partners or business strategies which Receiving Party may know in connection with its performance of the Agreement without prior written consent of Disclosing Party. However, if BILLMONT is involved in any dispute with Member Store, Buyer, a user of the Site or a third party and entrusts its attorney or legal representative to serve court documents or responds to any referral or inquiry from bar association, this article shall not apply to any disclosure or provision of such confidential information to such parties concerned.

Article 20. Handling of Personal Information

• BILLMONT shall take appropriate measures for its handling of the Personal Information only in relation to Buyer’s Personal Information obtained by BILLMONT in settling the payment for the Product set forth in the Article 6 including announcements of its purposes of use of the Personal Information or its measures for security management such as access restriction in accordance with the “Act on the Protection of Personal Information” of Hong Kong and its related guidelines (including guidelines, business practices and security standards in the industry).
• If any accident such as leakage of Buyer’s Personal Information occurs or may occur in relation to the Agreement, Member Store shall immediately report such accident to BILLMONT. In such case, BILLMONT may suspend the use of the Services by such Member Store in order to prevent the spread of damage arising from such accident and shall not be liable for any damage incurred by such Member Store arising from such suspension.
• In the case set forth in the preceding paragraph, BILLMONT may request Member Store to take appropriate measures for proper handling of the Personal Information to investigate the cause of such accident and prevent its recurrence. Such Member Store shall comply with such request.

Article 21. Notification of Change

1. If Member Store makes any change to its contact information such as phone number or e-mail address, such Member Store shall fill out the form designated by BILLMONT, sign and seal it and submit it to BILLMONT within a period of time designated by BILLMONT.
2. If Member Store fails to submit such form within such period, BILLMONT may consider that such Member Store has not made any change and such Member Store shall be liable for any and all disadvantages or detriment incurred by such Member Store due to such failure of submission.

Article 22. Termination

1. If Member Store falls under any of the events set forth in the paragraph 1 of the Article 16, BILLMONT may immediately terminate all or any part of the Agreement without any notice to such Member Store.
2. In the case where BILLMONT or Member Store breaches any provision of the Terms, if the other party gives to such breaching party a notice requesting such breaching party to correct such breach within a reasonable period of time and such breaching party fails to correct such breach within such period, the other party may terminate the Agreement.
3. If the Agreement is terminated or if any payment of the Service Fees is delayed, Member Store shall forfeit the benefit of time relating to the amount payable to BILLMONT and immediately pay such amount in full to BILLMONT.
4. If Member Store falls under any of the events set forth in the Article 14 even after termination of the Agreement, BILLMONT may reject any request from such Member Store for refund of the amount already paid by such Member Store or reject any payment of the amount payable to such Member Store.
5. Even if Member Store incurs any damage due to any termination of the Agreement under the paragraph 1, BILLMONT shall not be liable for such damage.
6. The termination of the Agreement under this article shall not preclude the party who terminates the Agreement from claiming any compensation for damage against the other party, except for the damage set forth in the preceding paragraph.

Article 23. Exclusion of Anti-Social Forces

1. Member Store hereby represents and warrants to BILLMONT that Member Store does not fall under currently and shall not fall under in the future any of the following items and that it does not have currently and shall not have in the future any business relationship (which shall be limited to any relationship that may destroy a trust relationship between Member Store and BILLMONT) with any person, company or organization set forth in any of the following items.
   1. Organized crime group;
   2. Member of organized crime group;
   3. Associate or quasi member of organized crime group;
   4. Company related to organized crime group;
   5. Person who may perform any violent and illegal acts against any corporation or entity in pursuit of any illicit gain or illegal profit and who poses any threat to the safety of civic life;
   6. Person who may perform any violent and illegal acts in pursuit of any illicit gain or illegal profit by pretending to be or by advocating any social or political activist and who poses any threat to the safety of civic life;
   7. Group or individual who is a core of any structural illegal or wrongful acts by using the force of an organized crime group on the basis of a relationship with such group or by having any financial relationship with an organized crime group, in addition to the persons or groups set forth in any of the above items;
   8. Person who does not exceed five (5) years after the date when such person has not fallen under any of the above items;
   9. Corporation whose shareholder, officer, director or person substantially controlling all or any part of such corporation falls under any of the above items; or
   10. Any other person, group or organization similar to any of the above items.
2. Member Store hereby represents and warrants to BILLMONT that Member Store shall not perform any of the following acts on its own or cause any third party to perform such acts.
   1. Violent demand;
   2. Unreasonable demand beyond the scope of legal liability;
   3. Expression of threatening words or behaviors or use of violent in relation to transactions;
   4. Act of damaging the credit of BILLMONT by fraudulent means or force, or interference with the business operations of BILLMONT;
   5. Use of the Services or other services provided by BILLMONT for the purpose of using them as a means of payment of consideration or compensation for criminal acts or for the purpose of making any funds obtained by criminal acts look like the funds obtained by legitimate transactions (money laundering); or
   6. Any other act similar to any of the above items.
3. If BILLMONT reasonably suspects that Member Store breaches any provision of the preceding two paragraphs, BILLMONT may promptly investigate such Member Store in relation to the presence or absence of such breach. Such Member Store shall cooperate with such investigation, respond to any matters requested by BILLMONT and report such matters to BILLMONT to the objective and reasonable extent. In such case, BILLMONT may withhold the performance of any of its obligations under the Agreement for a reasonable period of time until BILLMONT may reasonably determine that such Member Store does not breach any provision thereof.
4. If BILLMONT incurs any damage arising from Member Store’s breach of any provision of the preceding three paragraphs, BILLMONT may claim compensation for such damage against such Member Store.

Article 24. Term

1. The effective term of the Services between BILLMONT and Member Store shall be one (1) year from the date of BILLMONT’s approval of an application from Member Store for the use of the Services by filling out and submitting an application form designated by BILLMONT.
2. If BILLMONT or Member Store fails to send to the other party a written notice of its intention to terminate the provision or use of the Services by the due date designated by BILLMONT of the month immediately preceding the month when the effective term of the Services expires, the period of provision of the Services to such Member Store shall automatically be extended for successive periods of one (1) year each on the same terms and conditions.
3. If BILLMONT or Member Store intends to terminate the Agreement during the effective term of the Services, such party shall express such intention of termination by sending to the other party a written document designated by BILLMONT by the due date designated by BILLMONT of the month immediately preceding the month of such termination. In such case, Member Store may terminate the Services at the end of such month of termination.
4. With respect to any and all debts or pecuniary obligations to be owed and paid by Member Store such as request for refund in accordance with the Chargeback even after any termination of the Services, the provisions of the Terms shall remain in full force and effect only for such debts or pecuniary obligations.
5. In addition to the case set forth in the preceding paragraph, the provisions of the paragraph 2 of the Article 10, paragraph 3 of the Article 11, Article 19, Article 20, Article 30 and Article 32 shall remain in full force and effect after any termination of the Services. The provision of the Article 28 shall remain in full force and effect for five (5) years after any termination of thereof.

Article 25. Withholding of Payments

1. In any of the following events, BILLMONT may, in principle, withhold all or any part of the amount payable to Member Store for six (6) months in order to apply such amount to any debts or pecuniary obligations owed by such Member Store. However, such withholding period may be extended through mutual consultation between BILLMONT and such Member Store.
   1. If any of the events set forth in the paragraph 1 of the Article 16 occurs; or
   2. If the Agreement executed under the Terms is terminated for any reason whatsoever.
2. If any debts or pecuniary obligations to be owed by such Member Store to BILLMONT occurs during the withholding period set forth in the paragraph 1 (including any extended period under the paragraph 3), BILLMONT may apply the amount withheld under the preceding paragraph to such debts or pecuniary obligations.
3. BILLMONT may extend its withholding period after discussing it with Member Store during or after the withholding period set forth in the paragraph 1.
4. If the total amount of the debts or pecuniary obligations set forth in the paragraph 2 exceeds the total of the amount withheld by BILLMONT under the paragraph 1 and the amount of sales proceeds unpaid to Member Store, BILLMONT shall issue an invoice for such shortage and such Member Store shall pay to BILLMONT such shortage by the due date specified in such invoice.
5. BILLMONT shall refund to Member Store the withheld amount under the paragraph 1 by the method designated by BILLMONT after the expiration of the withholding period set forth in the paragraph 1 and after deducting the amount applied to the debts or pecuniary obligations of such Member Store under the paragraph 2 from such withheld amount, unless such withholding period is extended in accordance with the provisions of the paragraph 3. The amount withheld by BILLMONT under this article shall not bear any interest.

Article 26. Joint and Several Guarantee

Any person who becomes a joint and several guarantor for Member Store by using an application form designated by BILLMONT pledges to guarantee any debts and pecuniary obligations owed by such Member Store to BILLMONT, including any debts and pecuniary obligations arising from cancellation of any sales due to the Chargeback, jointly and severally with such Member Store and shall perform such payment obligations jointly and severally with such Member Store.

Article 27. Amendment of the Terms

BILLMONT may amend, alter or revise any provision of the Terms by notifying Member Store of the details of such amendment, alteration or revision at least thirty (30) days prior to the date of such amendment, alteration or revision. However, BILLMONT may shorten such period of prior notice for any inevitable reasons. Member Store shall comply with such amended, altered or revised Terms after such amendment, alteration or revision becomes effective.

Article 28. Non-Competition

Member Store shall not provide any service or conduct any business identical or similar to the Services provided by BILLMONT under the Terms or shall not cause any third party to provide such service or conduct such business during the effective term of the Agreement and for five (5) years after any termination or expiration of the Agreement.

Article 29. Notice

1. In regard to any notice given by BILLMONT to Member Store relating to the Terms, BILLMONT shall give such notice to the contact information submitted by Member Store to BILLMONT, by the methods which BILLMONT considers to be appropriate such as by sending it in writing, by transmitting it by facsimile or by e-mail or by posting in on the website of BILLMONT.
2. If BILLMONT posts any notice set forth in the preceding paragraph on its website, such notice shall be deemed to have reached Member Store at the time when BILLMONT has uploaded the data including such notice to such website.

Article 30 Governing Law

The Terms shall be governed by and construed in accordance with the laws of Hong Kong.

Article 31. Consultation

Any matters not stipulated in the Terms or any disputes, controversies or differences which may arise out of or in relation to the Terms between BILLMONT and Member Store shall be amicably resolved through mutual consultation in good faith between both parties.

Article 32. Jurisdiction

BILLMONT and Member Store agree that Hong Kong has exclusive jurisdiction over any litigation between both parties in relation to the Terms and that such litigation shall be subject to the exclusive jurisdiction of court of Hong Kong.

Supplementary provisions:
The Terms shall become effective on March 1, 2020.