(Updated as of November 2021)

Thank you for using the Alipay Singapore Merchant Account Services, which are governed by these Terms and Conditions, including its Schedules，Supplements and Notices if applicable (Please note that some but not all of the Alipay MS Services may be applicable to you). Please read them carefully.

1.    ABOUT Alipay MS

1.     These Terms and Conditions are entered into between you and Alipay Merchant Services Pte. Ltd. (company registration number: 201735998W), a private limited company incorporated in Singapore ("we", "us", "Alipay MS" or the "Company").

2.     The Alipay MS Services are provided by Alipay MS, which is licensed by the Monetary Authority of Singapore under the Payment Services Act 2019 (No. 2 of 2019) as a major payment institution. Please note that such licensing does NOT guarantee the performance of payment services and you take the risk of any loss.

2.    SCOPE OF THESE TERMS AND CONDITIONS

1.     These Terms and Conditions, as may be amended or supplemented from time to time, govern the availability and use of the Alipay MS Services. Together with the Privacy Policy and any other related terms and conditions, they constitute the legal relationship between you and Alipay MS. By registering to use the Alipay MS Services, you agree to these Terms and Conditions (as may be amended or supplemented from time to time). To the extent you use any of the Services under the Alipay MS Services, you may have to accept additional or supplementary terms and conditions as notified to you when you register for or use such Services. The additional or supplementary terms and conditions shall be deemed to form part of these Terms and Conditions.

2.     You are responsible for regularly reviewing these Terms and Conditions. You can always view the current Terms and Conditions on the Merchant Portal. Alipay MS, in its sole discretion, may amend, revise or update these Terms and Conditions and any additional or supplementary terms and conditions that may apply, and it will post the amended Terms and Conditions in the relevant section of the Merchant Portal. We shall notify you of any material changes via email or through the Merchant Portal. The changes will come into effect immediately unless otherwise specified in the notice of change. Any such change will not affect any transaction that was initiated prior to the effective date of such change. Your continued use of the Alipay MS Services after any changes to the Terms and Conditions shall constitute your consent to such changes.

3.     These Terms and Conditions have been prepared in English. In the event of any inconsistency between the original English version and any translation, the English version shall govern.

3.    The Alipay MS Services

1.     The Alipay MS Services comprise of basic services ("Basic Services") and advanced services ("Advanced Services"). Once you have set up your Alipay MS Account, you will be able to receive the Basic Services. The Alipay MS Services that constitute Basic Services are as follows: 

2.     Any or all of the Advanced Services are available only to selected registered users chosen by Alipay MS at its discretion ("Selected User"). The type of Advanced Service offered to a Selected User depends on the profile of the Selected User. Selected Users who choose to receive any or all of Advanced Services are required to accept additional or supplementary terms and conditions as notified to the Selected User. The additional or supplementary terms and conditions shall be deemed to form part of these Terms and Conditions.

3.     Alipay MS is an independent service provider for all purposes and is not your trustee, nor the agent or trustee of any payer that you receive payments from or any payee that you make funds transfers to via the Alipay MS Services. You hereby authorize Alipay MS to execute the transactions and payments as instructed by you in accordance with these Terms and Conditions.

4.     Once you have set up your Alipay MS Account, you will be able to view the amount of funds in the various currencies held in your Alipay MS Account by logging on to the Merchant Portal. Alipay MS will hold the funds in an underlying bank account designated by Alipay MS in the name of Alipay MS for the purpose of providing the Alipay MS Services. The funds in this underlying bank account will be comingled with those of other Alipay MS Account users, but it will be held separately from Alipay MS’s corporate funds and will not be used for its operating expenses or for any other corporate purposes.

5.     The Alipay MS Account is not a bank account or deposit nor do the Alipay MS Services offer the features and benefits of a traditional bank account or deposit. You should not attempt to use the Alipay MS Account as a bank account or deposit. You will not receive any interest or other earnings from your Alipay MS Account. The funds are held by Alipay MS for your future use of the Alipay MS Services. By accepting these Terms and Conditions you acknowledge that the Singapore Deposit Insurance Scheme provided under the Deposit Insurance and Policy Owners' Protection Schemes Act, Chapter 77B of Singapore, or other government-sponsored insurance does not apply to the funds held in connection with the Alipay MS Services. In the unlikely event that we become insolvent, you may lose the amount held in your Alipay MS Account. However, we strictly adhere to applicable requirements which are designed to ensure the safety and liquidity of funds held on behalf of customers, including segregation of customer funds.

6.     No person or entity other than the registered user of the Alipay MS Account has any rights in relation to the funds held in the Alipay MS Account.

7.     The Alipay MS Account and Alipay MS Services may be subject to certain limits and availability, which may depend on your country of residence, Applicable Law and other factors used by us to determine such limits and availability from time to time at our sole discretion.

8.     Alipay MS strictly prohibits using the Alipay MS Services while impersonating any person or entity or falsely claiming an affiliation with any person or entity. The Alipay MS Services are intended to enable payment transactions for business-related and commercial activities in the course of business and are not intended for personal or person-to-person use (such as any remittance transactions on behalf of your customers or any other persons). You may only use the Alipay MS Services for the purposes as stated in these Terms and Conditions. We will block any and all transactions initiated for personal reasons.

9.     The Alipay MS Services are available in multiple currencies. These currencies may change, as determined by Alipay MS from time to time. You should choose the currencies under which you wish to have your Alipay MS Account held in. You will receive information required to receive funds into your Alipay MS Account (“Credentials”) for each currency that you hold funds in.

10.  You acknowledge and agree that Alipay MS is not involved in the provision of any goods or services which you have sold to a buyer or obtained from any supplier. Alipay MS shall not be liable in any way for the goods or services which you have sold or obtained, as applicable, including without limitation any defect, disruption, failure or unavailability of or relating to such goods and services. You shall address all queries and resolve any disputes regarding such goods or services with the relevant buyer or supplier.

11.   If you are registered in China mainland, you shall read and comply with the 《Cross-border payment and settlement service agreement》(https://render.alipay.com/p/c/k2zomyhh)，so that Alipay MS and its affiliates (e.g. Alipay.com Co., Ltd) can provide you with the relevant services. Please read these terms carefully, especially the terms about the limitations or exemptions to the service provider’s liability.

12.  Please refer to the Schedules set out below for the corresponding terms and conditions:

Schedule A

settlement service (receipt)

1.     Once you have set up your Alipay MS Account, you will be able to receive into your Alipay MS Account settlement funds for goods and services which you have sold on the Alibaba Platforms or Approved Platforms, or for which payment is processed by Alipay MS' affiliates.

2.     You can provide your Credentials to payers from whom you wish to receive payment. You will receive incoming funds based on the Credentials. You will not receive incoming funds if you provide incorrect Credentials.  

3.     The time it takes for incoming funds to reach Alipay MS is not within Alipay MS's control. If you do not receive an expected inbound fund transfer, we may use reasonable effort to assist your inquiry. Incoming funds may also be subject to the terms and conditions of the payer originating the funds transfer. Any issues or disputes associated with such terms and conditions should be resolved directly with the payer originating the fund transfer and are not the responsibility of Alipay MS.

4.     You should be aware that using the Alipay MS Services to receive incoming funds does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment in case of an erroneous payment or if the payer or the payer's bank or payment service provider has reversed (or is reasonably likely to reverse) a payment which was used to fund the payment to you. To the extent you receive any funds in error, you agree to immediately notify Alipay MS and consent to Alipay MS reversing the transaction where necessary.

5.     We reserve the right to reject or limit payments and funds transfers to you at any time at our sole discretion. Payments and funds transfers to you may be rejected for any reason, including but not limited to reasons related to compliance with Applicable Law (including Applicable Law on anti-money laundering) or Alipay MS risk management policies or procedures. When rejecting a payment or funds transfer to you, Alipay MS will be under no obligation to disclose the reason for the rejection.

6.     Only payers approved by Alipay MS in Alipay MS's sole discretion may make payments or transfer funds to your Alipay MS Account. Incoming fund transfers sent by payers that are not approved by Alipay MS will be declined and returned to the payer. Any costs and expenses associated with the declined incoming fund transfers shall be borne by you or the payer, as applicable. If an incoming fund transfer is rejected for any reason, fees may be charged by the bank or other provider sending the payment or fund transfer. You are solely responsible for any fees incurred in connection with payments or fund transfers that are rejected.

Schedule B

SETTLEMENT SERVICE (WITHDRAW)

1.     You can request a withdrawal of all or part of the funds held in your Alipay MS Account at any time to your account with a bank, financial institution or payment services provider  (provided such bank, financial institution or payment service provider account is in the same name as your Alipay MS account), or where permitted by us, that of your legal representative, director, or ultimate beneficial owner, subject to Applicable Law and Alipay MS’ policies and procedures.

2.     To effect the withdrawal, you must log into the Merchant Portal, provide the details of the bank account, and enter the amount to be transferred. We are no longer responsible for the withdrawal payment once the withdrawn funds are received by the specified bank.

3.     The Settlement Service (Withdraw) may be subject to withdrawal and transfer limits which we may impose in our sole discretion from time to time. These limits may be adjusted dynamically depending on the type of identification document(s) you have provided to us as well as on any other criteria we set from time to time. You can view these limits at any time in the Merchant Portal. Before transferring any funds to the specified bank account, you must ensure that your current withdrawal limits have not been exceeded.

4.     We may decline or defer your request for withdrawal and require you to send us additional documents to verify certain information such as your identity, address or source of funds before we effect the transfer of funds. You agree to cooperate with us regarding such verification.

5.     You must not make a withdrawal to a bank, financial institution or payment service provider account that is not in your name or that is not in the name of your legal representative, director, or ultimate beneficial owner. We take any violation of this requirement very seriously and may treat any breach of this requirement or an attempt to circumvent this requirement as a fraudulent act.

6.     You must ensure that the payment details you enter when requesting a withdrawal are correct and complete. Providing Alipay MS with accurate information shall be your sole responsibility. We will not be liable for withdrawn funds being sent to the wrong bank account as a result of you providing incorrect payment details. When withdrawing or transferring to a bank account, you must ensure that the account number, routing number, sort code, IBAN and/or BIC/SWIFT, and any other required information, are correct. In the event that Alipay MS receives inaccurate payment information and the transfer is later rejected, you may be charged payment rejection fees which may be deducted from your current payment or any future payments. If you have withdrawn or transferred funds to the wrong bank account, you may request that we assist you in reclaiming the funds, however, we may charge you an administration fee for doing so and we cannot guarantee that the reclamation efforts will be successful.

7.     Alipay MS will initiate a withdrawal or transfer to the specified bank account in the currency and amount you selected. Any fees which may be charged by the bank provider or any other payment provider not directly associated with Alipay MS or the withdrawal or transfer are your sole responsibility and Alipay MS shall not be liable for such fees.

8.     Once requested, withdrawals to the specified bank account may not be sent back to your Alipay MS Account and you will not be able to refund funds transferred into the specified bank account back to your Alipay MS Account.

9.     We will not be liable for any restrictions imposed by the bank on any transfer.

10.   You can only make a withdrawal or payment using your Alipay MS Account balance to the extent that you have enough balance to support the withdrawals or payments. You are not allowed to make a withdrawal or payment in excess of your Alipay MS Account balance. We will not extend credit in connection with your use of the Alipay MS Account.

11.   In the event any withdrawal or payment is not successful and the funds revert back to us, you authorize us to credit the funds back to your Alipay MS Account, less any fees which may be charged by the bank provider or any other payment provider.

Schedule C

GENERAL TERMS AND CONDITIONS

This Schedule C sets out the general terms and conditions applicable to all Alipay MS Services.

1.    REGISTERING FOR Alipay

1.     Only a business or individual engaging in commercial activity in the course of business may apply to use the Alipay MS Services. In order to use the Alipay MS Services you must first register in the Merchant Portal by providing certain information and details. You may only register for the Alipay MS Services by completing the online application form. During the application process, you will be subject to Alipay MS's Know Your Customer ("KYC") process and Alipay MS's approval policies in place at the time of your application. As part of the registration process, you will need to accept these Terms and Conditions and other Alipay policies that will be included in the registration process. Depending on the types of Services you register for, you may be asked to provide additional information or documents or to accept additional or supplementary terms and conditions covering such Services.

2.     You authorize Alipay MS, directly or through third parties, to make any inquiries we consider necessary to validate your identity or the identity of your business entity, and its directors and beneficial owners, as applicable. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you or your business entity, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources. We may also ask to see your driver's license, passport or other identifying documents, as well as certain business entity documentation, at any time. Depending on the types of Alipay MS Services you register for, Alipay MS may be required to further verify some of your details or your business entity's details. Alipay MS reserves the right to close, suspend, or limit access to the Alipay MS Services you register for in the event we are unable to obtain or verify this information or if the information does not satisfy our requirements.

3.     If you are an individual, you must be 18 years or older to use the Alipay MS Services and by registering, you represent that you are 18 years or older. We may require at any time that you provide evidence of your age.

4.     Subject to our discretion, each individual or business entity may only open one Alipay MS Account.

5.    You agree to comply with any Applicable Law in the relevant jurisdictions. You may register for the Alipay MS Services only if it is legal to do so in your country or other jurisdiction of residence. If you registered for the Alipay MS Services on behalf of a business or commercial entity, you must be legally authorized under the business entity's formation documents to agree to these Terms and Conditions and you must be allowed to use the Alipay MS Services by the Applicable Law of the jurisdiction governing the business entity. By registering, you represent and warrant to us that your use of the Alipay MS Services does not violate any Applicable Law applicable to you.

6.     Upon registration for the Alipay MS Services, provided that you are not restricted in your country from using such services, you will be provided with information to enable you to use the Alipay MS Services, such as the Credentials.

7.    We may require you to provide us with additional information and documents from time to time prior to using the Alipay MS Services. Such additional information might include documents allowing Alipay MS to verify the source of the funds, including but not limited to invoices for services delivered for which you are being paid, and payment confirmation from the entity sending the funds. We may request additional information to enable us to comply with any Applicable Law. Such information will be used in conjunction with other information we have in connection with your use of the Alipay MS Services. Failure to provide such requested information may result in us denying your use of the Alipay MS Services. All information you provide us must be accurate and complete. If we cannot verify that this information is accurate, we may deny your use of the Alipay MS Services, or terminate your use of the Alipay MS Services.

2.    MAINTAINING YOUR Alipay MS ACCOUNT

1.     You must ensure that your information on record with Alipay MS is always accurate and up to date and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence verifying such information.

2.     We may contact you by e-mail, via the Merchant Portal or in other ways described in the How We Communicate paragraph below (paragraph 9 of this Schedule C), with information or notices regarding your use of the Alipay MS Services. It is your responsibility to regularly check your Alipay MS Account page online in the Merchant Portal and the proper functioning of your e-mail account or other methods of communication that you have registered with Alipay MS and to promptly retrieve and read our communications relating to your use of the Alipay MS Services. We shall not be liable for any loss arising out of your failure to do so. You will be liable for any loss that directly results from any failure to submit, or notify us of a change in, your contact details in accordance with these Terms and Conditions.

3.     Information regarding payments received, payments sent, withdrawals, fees charged and other Alipay MS Services activity are displayed when you access your Alipay MS Account in the Merchant Portal. Each transaction is shown in the transaction history. You should check your Alipay MS Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting Alipay Global Merchant Management Team.

4.     In order to file a claim for an unauthorized or incorrectly executed transaction, you must immediately notify us after becoming aware of the unauthorized or incorrect transaction and in any event no later than sixty (60) days after the debit date of the transaction.

5.     If your funds remain with Alipay MS for such period as may be prescribed by Applicable Law on escheat and we are unable to contact you, the funds may be required to be turned over to the relevant regulatory authorities under Applicable Law on escheat. Each jurisdiction has varying laws as to when the Alipay MS Account is subject to escheat, and Alipay MS may be required to send the funds to the jurisdiction of your last known address. We will make reasonable efforts to contact you before transferring escheatable funds to a relevant regulatory authority.

6.     We may close, suspend, or limit your access to your use of the Alipay MS Account or Alipay MS Services and/or limit access to your funds if you violate these Terms and Conditions or, any other agreement you enter into with Alipay MS or pursuant to any proprietary fraud and risk modeling used by Alipay MS when assessing the risk associated with your use of the Alipay MS Services. We may also limit your access to funds per Applicable Law or the instructions of law enforcement or our regulators.

7.     If we receive a complaint and supporting materials (such as purchase records or a Temporary Restraining Order issued by a court) from a third party right holder alleging intellectual property infringement against you, we may, in our sole discretion, terminate, suspend or limit your use of the Alipay MS Services or access to funds in your Alipay MS Account. The restraints we may put on your Alipay MS Account include but are not limited to freezing all or part of the funds in your Alipay MS Account.  These restraints may remain in place until you fully resolve the disputes with the third party complainant. In the event that you and the third party complainant reach a settlement agreement, we may transfer funds from your Alipay MS Account to the third party complainant or its representative, in accordance with and for the purpose of fulfilling the settlement agreement.

8.     If you do not actively use the Alipay MS Services we may consider you to be inactive. Inactivity means that you (a) have not logged into your Alipay MS Account on the Merchant Portal for six (6) months or (b) had no transactions on your Alipay MS Account for six (6) months. Once you have been deemed inactive we may disable certain features and services, up to and including suspending your use of the Alipay MS Services. You may request Alipay MS to reactivate your Alipay MS Account at any time and Alipay MS may reactivate your Alipay MS Account, in its sole discretion. To reactivate your Alipay MS Account, you may be required to provide information to verify your identity. If you do not reactivate your Alipay MS Account within one (1) year from the date you had last logged in or the last transaction date on your Alipay MS Account, and you have a balance in your Alipay MS Account, you may be charged a recurring inactivity fee which may over time reduce the balance in your Alipay MS Account to zero. We reserve the right to close your Alipay MS Account and terminate these Terms and Conditions in the event your Alipay MS Account balance is zero at any time after one (1) year from the date you had last logged in or the last transaction date on your Alipay MS Account. If you do not reactivate your Alipay MS Account within two (2) years from the date you had last logged in or the last transaction date on your Alipay MS Account, and you have a balance on your Alipay MS Account despite being charged an administrative fee, we reserve the right to close your Alipay MS Account and terminate these Terms and Conditions. We will make reasonable efforts to notify you (1) before we suspend your account, (2) before we start to charge a recurring inactivity fee and (3) before we close your Alipay MS Account and terminate these Terms and Conditions.  

3.    KEEPING YOUR Alipay MS ACCOUNT SAFE

1.     You must take all reasonable steps to keep your Alipay MS Account password safe at all times and never disclose it to anyone. Alipay MS representatives will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password, other than the Merchant Portal, should be reported to us. If you are in doubt whether a website is genuine, you should contact Alipay Global Merchant Management Team. It is advisable to change your password regularly in order to reduce the risk of a security breach. We also advise you not to choose a password that is easily determined from information someone may know or gather about you.

2.     If you have any indication or suspicion of your Alipay MS Account, login details, password, Credentials or other security feature being lost, stolen, misappropriated, used without authorization or otherwise compromised, you must immediately change your password, and contact Alipay Global Merchant Management Team. Any delay in or failure to notify us may not only affect the security of your Alipay MS Account but may result in you being liable for any losses as a result.

3.     We may suspend your Alipay MS Account or otherwise restrict its functionality, in our sole discretion, on grounds relating to the security of the Alipay MS Account or any of its security features or if we suspect that an unauthorized or fraudulent use of your Alipay MS Account has occurred or that any of its security features have been compromised. We will lift the suspension and/or the restriction as soon as practicable after the circumstances for the suspension and/or restriction have ceased to exist.

4.     You must take all reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address is one of the ways used to reset passwords or to communicate with you about the security of your Alipay MS Account. If the e-mail addresses registered with your Alipay MS Account is compromised, you should immediately contact Alipay Global Merchant Management Team.

5.     Regardless of whether you are using a public, a shared or your own computer to access your Alipay MS Account, you must always ensure that your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer you are using.

6.     Additional Alipay products or services you use may have additional security requirements as specified in their applicable terms and conditions.

7.     Only the person named in Alipay MS records is authorized to use the Alipay MS Services. You may not appoint or authorize additional persons to use the Alipay MS Services without our prior written consent. You are responsible for all transactions initiated and fees incurred by use of the Alipay MS Services. If you allow another person to have access without our prior written consent, you will be liable for all transactions and fees incurred by such use. You are wholly responsible for the use of the Alipay MS Services according to these Terms and Conditions.

4.    CLOSING YOUR Alipay MS ACCOUNT

1.     You may close your Alipay MS Account at any time by contacting Alipay Global Merchant Management Team.

2.     If your Alipay MS Account holds a balance at the time of its closure, we will ask you to withdraw your funds within a reasonable period of time, during which your Alipay MS Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your Alipay MS Account but you may withdraw any remaining funds by contacting Alipay Global Merchant Management Team and requesting that the funds be sent to you in a manner that is reasonably acceptable for us. You may continue to withdraw remaining funds for a period of six (6) months, or such later period subject to Applicable Law, from the date of closure of your Alipay MS Account, but we suggest that you withdraw your remaining funds as soon as possible as they will not earn any interest while remaining in your Alipay MS Account. Your obligations with regards to keeping your Alipay MS Account safe as set forth in the Keeping Your Alipay MS Account Safe paragraph above (paragraph 3 of this Schedule C) shall continue to apply.

3.     We reserve the right to carry out any necessary checks relating to money laundering, terrorism financing, fraud or other illegal activity before authorizing any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Alipay MS Account.

4.     Once your Alipay MS Account is closed (whether by us in accordance with these Terms and Conditions or by you) and all funds have been withdrawn or your Alipay MS Account balance is zero, these Terms and Conditions will be deemed to be automatically terminated (save for those provisions which are specifically stated as surviving termination).

5.    FEES

1.     The Alipay MS Services may be subject to service, currency conversion and other fees. All pricing and fees are set forth in the Merchant Portal unless they have been separately advised and agreed with you (the "Pricing and Fees"). The Pricing and Fees are incorporated herein by reference and form part of these Terms and Conditions. The Pricing and Fees are subject to change in Alipay MS's sole discretion.

2.     You agree to pay all Pricing and Fees and your continued use of the Alipay MS Services indicates your continued acceptance of the Pricing and Fees. We will publish any updated fees online and post a message in the Merchant Portal. If you are unclear as to any applicable fee, you should contact Alipay Global Merchant Management Team.

3.     Your transactions may be subject to currency conversions. If you make a withdrawal or transfer from your Alipay MS Account denominated in one currency to an account in a different currency, then there may be a fee for the conversion into the destination currency as specified in the Pricing and Fees.

4.     Fees payable by you will be deducted from your Alipay MS Account and you hereby authorize us to so deduct such fees. Transaction fees will be charged when the transaction is executed. If the balance in your Alipay MS Account is insufficient to cover the fees, we may refuse to execute the payment. Reversal fees will be deducted when incurred.

5.     You may be charged a recurring inactivity fee if you have not used the Alipay MS Services for a period of one year from your last log in or last transaction. Such fee may, over time, reduce the balance in your Alipay MS Account to zero.

6.    YOUR DATA

1.     We will ensure that all your personal information is held in accordance with the data privacy and security provisions of Applicable Law, and our published Privacy Policy. Please read the Privacy Policy, which sets out some or all of the ways we may collect, use, disclose, and manage your personal information and is available at https://intl.alipay.com/docs/ac/platform/privacy. Alipay MS in its sole discretion may amend the Privacy Policy by an update on the Privacy Policy page of the Merchant Portal. You may review the Privacy Policy at any time by clicking on the Privacy Policy section on the Merchant Portal.

2.     You will receive notifications in the Merchant Portal or by email that will inform you about new product features, promotions, etc. By accepting these Terms and Conditions, you agree to receive such notifications on a regular basis. If you do not wish to receive any notifications from us, please contact Alipay Global Merchant Management Team.

3.     In order to perform the obligations under this Agreement and for the purpose of providing you with Alipay MS Services and/or other related services, your data may be collected by our affiliates, including Alipay.com Co., Ltd. (“Alipay China”) and/or Alipay Singapore E-Commerce Private Limited (“Alipay Singapore”), and that Alipay China and/or Alipay Singapore may share such data with us.

4.     YOU ACKNOWLEDGE THAT ALIPAY MS RESERVES THE RIGHT TO ACCESS AND DISCLOSE PERSONAL DATA RELATING TO YOU TO COMPLY WITH ALL APPLICABLE LAW AND LAWFUL REQUESTS FROM GOVERNMENT AND/OR OTHER REGULATORY AUTHORITIES, AND/OR TO PROTECT ALIPAY MS, ITS CUSTOMERS AND OTHER USERS; AND TO DISCLOSE PERSONAL DATA TO THIRD PARTIES IF ALIPAY MS HAS REASONABLE REASON TO BELIEVE YOUR USE OF THE ALIPAY ACCOUNT IS IN VIOLATION OF THESE TERMS AND CONDITIONS OR IF ALIPAY MS IS OTHERWISE OBLIGED OR NEEDS TO DISCLOSE SUCH INFORMATION TO ANY RELEVANT AUTHORITY.

7.    LIABILITY

1.     It is entirely your responsibility to ensure that you only make payments to or receive payments from persons or entities in connection with commercial transactions in compliance with any Applicable Law. The mere fact that a person or entity accepts payments through us is not an indication of the legality of the supply or provision of their goods and services. If you are in doubt as to the legality of a supply or purchase, you should not continue with your payment. Alipay MS makes no representation or warranty as to any products and services provided by any Alipay MS Account holder.

2.     In case of a (i) bona fide unauthorized payment or (ii) payment that was incorrectly executed due to an error by us, we shall at your request promptly refund the payment amount including all fees deducted therefrom, as long as you notify us of the unauthorized or incorrect payment within sixty (60) days from the date of the transaction. This shall not apply if, in our sole discretion, you failed to comply with the provisions of the Keeping Your Alipay MS Account Safe paragraph above (paragraph 3 of this Schedule C).

3.     To the extent the security of the email account used to register for the Alipay MS Services has been compromised, Alipay MS shall not be liable for any funds lost, or any unauthorized payments made, as a result of such compromise.

4.     In case of any incorrect or misdirected but authorized payment, we shall take reasonable measures to assist you with tracing and, if reasonably possible, recovering such payments, but we shall not be liable for any payments that cannot be recovered.

5.     We shall not be liable for any disruption or impairment of our Services or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control or the control of the intermediary affected.

6.     We shall not be liable for any system suspension which we have announced in advance.

7.     We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.

8.     Nothing in these Terms and Conditions shall operate to exclude liability for gross negligence, fraud or fraudulent misrepresentation or for any other liability that cannot be excluded or amended by agreement between the parties under Applicable Law.

9.     Our obligation under these Terms and Conditions is limited to providing you with the Alipay MS Services and does not create any responsibility for, nor make any statement in relation to or endorsement of the quality, safety or legality of any goods or services which you have purchased or sold.

10.   You are solely responsible for reporting to all applicable government tax authorities all payments received into your Alipay MS Account and for the payment of any applicable taxes that apply to such payments, as well as any other applicable reporting requirements, including but not limited to, any customs or foreign currency controls. You represent and warrant that you are in compliance with the U.S. Foreign Account Tax Compliance Act ("FATCA") and all Applicable Law on tax and will remain compliant during the term of these Terms and Conditions. Alipay MS does not assume any responsibility for any tax reporting or 1099K filing obligations. In the event that Alipay MS is required to collate information and documents from you for the purposes of reporting to any authorities at the request from the relevant authorities, Alipay MS will request such from you and you are obligated to provide the same to Alipay MS upon request.

11.   You are solely responsible for any taxes imposed by any tax authorities arising from the use of the services governed under these Terms and Conditions.

12.   You agree to defend, reimburse or compensate us and hold us, our other companies in our corporate group and any third parties on which we rely or partner with to deliver products and services (collectively, the "Indemnified Persons") harmless from any claim, demand, expenses or costs (including tax, legal fees, fines or penalties) that the Indemnified Persons incur or suffer due to or arising out of your or your agents' breach of these Terms and Conditions, breach of any Applicable Law (including any Applicable Law relating to anti-money laundering and countering the financing of terrorism, anti-bribery and anti-corruption, currency control and tax) and/or use of the Alipay MS Services. You hereby authorize us to set off any amounts which you owe to the Indemnified Persons pursuant to this paragraph from the balance in your Alipay MS Account. This provision shall survive termination of these Terms and Conditions.

13.   YOUR USE OF THE ALIPAY MS SERVICES IS AT YOUR OWN RISK. THE ALIPAY MS SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. ALIPAY MS HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

14.   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ALIPAY MS OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EACH OF WHICH IS EXCLUDED BY AGREEMENT OF ALIPAY MS AND YOU REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ALIPAY MS OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALIPAY MS’S CUMULATIVE LIABILITY, INCLUDING FOR CLAIMS, EXPENSES, DAMAGES OR INDEMNITY OBLIGATIONS UNDER OR IN CONNECTION WITH ITS OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, WILL NOT EXCEED THE LESSER OF (A) USD$500,000 OR (B) THE TOTAL FEES PAYABLE BY YOU TO ALIPAY MS FOR ALIPAY MS SERVICES, WHERE SUCH SERVICES ARE PROVIDED IN THE SIX (6) COMPLETE CALENDAR MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM UPON WHICH LIABILITY IS BASED. IN NO EVENT SHALL ALIPAY MS, ITS AFFILIATES, AGENTS, REPRESENTATIVES, DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE FOR ANY ACT OR OMISSION RESULTING FROM CIRCUMSTANCE BEYOND THEIR REASONABLE CONTROL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO YOUR USE OF THE ALIPAY MS SERVICES BEYOND ONE (1) YEAR FROM THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION ON WHICH SUCH CLAIM OR ACTION IS BASED.

15.   You acknowledge that Alipay MS will provide the Alipay MS Services using facilities and services provided by banks, payment service providers and clearing networks, and may also delegate any or all of its rights and responsibilities under these Terms and Conditions to its affiliates, independent contractors or other third parties (collectively, the "Providers"). No agreement exists between the Providers and yourself and each of the Providers will accordingly have no direct liability to you. You will not be a party to any agreement which Alipay MS may enter into with the Providers from time to time, and accordingly you have no right to enjoy or enforce any benefit under such agreement or to claim against the Providers.

8.    TERMINATION AND SUSPENSION

1.     We may terminate or suspend your use of the Alipay MS Services at any time in our sole discretion. Grounds for termination or suspension, including access to funds, include but are not limited to, (a) your violation of these Terms and Conditions, (b) your provision of any false, incomplete, inaccurate, or misleading information, (c) you are engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we reasonably suspect the same, (d) we reasonably believe that your Alipay MS Account has been compromised or for other security reasons, (e) if we are required to do so under any Applicable Law, or at the direction of any regulatory, law enforcement or other competent authority, (f) if you have been deemed inactive, or (g) as otherwise provided in these Terms and Conditions. We shall notify you either prior to the suspension or termination or, if prior notification is not possible under the circumstances, promptly after the suspension or termination, unless we are prohibited by Applicable Law to notify you. You may terminate your use of the Alipay MS Services with us at any time in accordance with the Closing Your Alipay MS Account paragraph above (paragraph 4 of this Schedule C).

2.     If Alipay MS or its affiliates reasonably conclude that any change in any Applicable Law, including but not limited to any applicable government authority’s ruling, notice, policy or guidance (“Change in Law”) requires, or will require, Alipay MS or its affiliates to incur material incremental costs to comply with the change, or will prohibit Alipay MS or its affiliates from performing material obligations under these Terms and Conditions, then Alipay MS will modify any provision of these Terms and Conditions as may be necessary to enable Alipay MS or its affiliates to comply with the Change in Law, as applicable.  Notwithstanding anything contrary in these Terms and Conditions, in the event that any Change in Law requires Alipay MS to terminate any or all of the Alipay MS Services or these Terms and Conditions immediately, Alipay MS has the right to terminate them immediately by written notice to you.

3.     If we have terminated your use of the Alipay MS Services pursuant to these Terms and Conditions, we may in our sole discretion take steps to close your Alipay MS Account. Together with a termination notice or at any time thereafter we may give you instructions on how to withdraw remaining funds.

4.     Termination of your use of the Alipay MS Services will not affect our right to make deductions for any outstanding or unpaid fees.

9.    HOW WE COMMUNICATE

1.     To the fullest extent permitted by Applicable Law, these Terms and Conditions and any other agreements, notices or other communications from Alipay MS to you regarding our services being offered ("Communications") may be provided to you electronically, and you consent and agree to receive Communications in an electronic form. Electronic Communications may be posted on the pages within the Merchant Portal and/or delivered to your email address. You can print a paper copy of or download any electronic Communication and retain it for your records. All Communications in electronic format will be considered to be "in writing". Alipay MS reserves the right to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying us. If you revoke your consent to receive Communications electronically, we may terminate your right to use the Merchant Portal and Alipay MS Services, and you accept sole liability for any consequence resulting from suspension or termination of the Alipay MS Services, to the extent permitted by Applicable Law.

2.     We usually communicate with you via e-mail or by posting messages in the Merchant Portal. For this purpose you must at all times maintain at least one valid e-mail address. You are required to check for incoming messages regularly and frequently. Messages may contain links to further communication on our website. Any communication or notice sent by e-mail will be deemed received by you on the same day if it is received in your e-mail inbox or is posted to the Merchant Portal before 5:00 PM Singapore time on a Business Day. If it is received after 5:00 PM Singapore time on a Business Day or at any other time, it will be deemed received on the next Business Day.

3.     Where legislation requires us to provide information to you on a durable medium, we will either send you an e-mail (with or without attachment) or send you a notification pointing you to information in the Merchant Portal in a way that enables you to print and retain the information or another format that can be retained by you permanently for future reference. You are required to keep copies of all communications we send or make available to you.

4.     You can request a copy of the current Terms and Conditions or any other contractual document relevant to you by contacting Alipay Global Merchant Management Team.

5.     In order to view emails you need a computer with e-mail software that can display e-mails in HTML format. We may also send you attachments in Portable Document Format (PDF).

6.     If you are unsure whether a communication is originating from us, please contact Alipay Global Merchant Management Team.

7.     We may make available different languages for communication, but we reserve the right to communicate with you in English and you will always accept communications made to you in English. Documents or communications in any other languages are for convenience only and shall not constitute an obligation on us to conduct any further communication in that language.

8.     Apart from communicating via e-mail, we may contact you via letter, telephone, SMS or mobile phone, where appropriate, and we may require communication via SMS in order to authenticate payments or other activity. Any communication or notice sent by post will be deemed received three (3) days from the date of posting. Any communication or notice sent by SMS will be deemed received the same day.

9.     You may contact us at any time by emailing Alipay Global Merchant Management Team.

10. COMPLAINTS

1.     Any complaints about us or the services we provide should be addressed to us in the first instance by contacting Alipay Global Merchant Management Team. You should clearly indicate that you wish to make a complaint to us. This helps us to distinguish a complaint from a typical query. We may send an acknowledgement of complaint or request additional information from you regarding your complaint.

2.     Our goal is to provide you with a prompt answer or resolution to your complaint where possible. Nothing contained herein, however, constitutes a commitment by Alipay MS to resolve your complaint.

11. MISCELLANEOUS

1.     No person other than the registered user of the Alipay MS Account shall have any rights under these Terms and Conditions.

2.     Your use of the Alipay MS Services is personal to you and you may not assign any rights under the Terms and Conditions to any third party nor grant any third party a legal or equitable interest in connection with your use of the Alipay MS Services. You may not delegate, in whole or in part, these Terms and Conditions to any person or entity.

3.     These Terms and Conditions shall be governed by Singapore law. In the event of any dispute or claim arising from or in connection with these Terms and Conditions or your use of the Alipay MS Services, the relevant parties shall resolve such dispute or claim through amicable negotiations.  If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of these Terms and Conditions), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”).  If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (SIAC Rules) in force at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The arbitration panel shall consist of one single arbitrator.  Unless the parties agree otherwise, the arbitration shall be conducted in English.  The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.

4.     If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

5.     Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or paragraph.

6.     No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms and Conditions.

7.     Any failure by Alipay MS to exercise any of our rights under these Terms and Conditions shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

8.     Alipay MS shall have the right to assign these Terms and Conditions (including all of our rights, titles, benefits, interests, and obligations and duties in these Terms and Conditions) to any of our affiliates and to any successor in interest. Alipay MS may delegate certain of Alipay MS’ rights and responsibilities under these Terms and Conditions to its affiliates, independent contractors or other third parties.

9.    A person who is not a party to these Terms and Conditions has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of these Terms and Conditions, save that where any obligations is owed by you to an Alipay MS affiliate, each of such Alipay MS affiliate may enforce the terms of these Terms and Conditions against you.

10.  Ifyou are a Singapore resident, you acknowledge and accept that:

a)    your relevant money (as defined in the Payment Services Act 2019 (No. 2 of 2019)) is held by us on your behalf in a trust account opened with a safeguarding institution (as defined in the Payment Services Act 2019 (No. 2 of 2019));

b)    your relevant money will be deposited in the trust account together with, and commingled with, relevant money received by us from other customers;

c)    as your relevant money is commingled with moneys of other customers in the same trust account, you may potentially be exposed to the losses of other customers; and

d)    in the unlikely event that the safeguarding institution becomes insolvent, there is a possibility that you may not be able to recover your relevant money in full.

“Singapore resident” means a person which has indicated ‘Singapore’ as its country of establishment at the point of signing up for Alipay MS Services, and such person agrees in doing so that it shall be regarded as a Singapore resident.

Schedule D

PROHIBITED TRANSACTIONS

This Schedule D is applicable to all Alipay MS Services.

1.     You will not use the Alipay MS Services or website for any illegal, fraudulent or other prohibited activity. If Alipay MS suspects that you may be engaging in or have engaged in a fraudulent, illegal or prohibited activity, including any violation of these Terms and Conditions, your access to the Alipay MS Services and website may be suspended or terminated. Additionally, depending on the severity of the violations, we may contact law enforcement and will have no obligation to inform you of the same.

2.     It is strictly forbidden to make or receive payments as consideration for or in connection with the sales listed as prohibited or restricted. For more information, see Alipay Prohibited and Restricted Sales List.

3.     You may not use the Alipay MS Services if you are residing, working or conducting business in any country restricted by the U.S. Office of Foreign Assets Control, or subject to sanctions imposed under Applicable Law. We may in our sole discretion decide to discontinue or restrict our services to residents of other countries at any time and without prior notice.

4.     We reserve the right to suspend or terminate your use of the Alipay MS Services at any time if we reasonably believe to be required to do so by Applicable Law or in order to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.

5.     It is strictly forbidden to use the Alipay MS Services for any illegal purposes including but not limited to fraud, money laundering and terrorism financing. We will report any suspicious activity to the relevant law enforcement agency. You are prohibited from using the Alipay MS Services in any attempt to abuse, exploit or circumvent any Applicable Law.

6.     If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this Schedule D or without the necessary approval from Alipay MS, we reserve the right to (i) reverse the transaction; (ii) terminate or suspend your use of the Alipay MS Services or Alipay MS Account; (iii) report the transaction to the relevant law enforcement agency; and (iv) claim damages from you.

Schedule E

DEFINITIONS

Various terms in these Terms and Conditions have a defined meaning as set out in the table below. Words importing the singular shall include the plural and vice versa.

Supplementary Terms and Conditions for Top Up Service (Advanced Service)

These Supplementary Terms and Conditions for Top Up Service (Advanced Service) (the "Supplementary Terms and Conditions (Top Up Service)") supplement the Alipay MS Terms and Conditions relating to the availability and use of the Alipay MS Services ("Terms and Conditions") between you and Alipay Merchant Services Pte. Ltd. (company registration number: 201735998W). Please read them carefully.

You agree that the Terms and Conditions you entered into with Alipay MS will be supplemented as set out in these Supplementary Terms and Conditions (Top Up Service) with immediate effect.

1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

1.    TheseSupplementary Terms and Conditions (Top Up Service) relate to the service ("Top Up Service") which Alipay MS will provide to enable you to top up the balance in your Alipay MS Account.  

2.     These Supplementary Terms and Conditions (Top Up Service) supplement the Alipay MS Terms and Conditions between you and Alipay MS. These Supplementary Terms and Conditions (Top Up Service) shall be deemed to form part of the Terms and Conditions. Accordingly, all references in the Terms and Conditions to the "Terms and Conditions" shall be construed as references to the Terms and Conditions as supplemented by these Supplementary Terms and Conditions (Top Up Service).  Subject to the provisions of these Supplementary Terms and Conditions (Top Up Service), the Terms and Conditions shall remain in full force and effect.

3.     Capitalised words and phrases used in these Supplementary Terms and Conditions (Top Up Service) shall have the meaning given to them in the Terms and Conditions, unless otherwise defined in these Supplementary Terms and Conditions (Top Up Service).

4.     The Top Up Service is subject to all provisions under the Terms and Conditions, as well as the additional terms set out below.

2.    TOP UP SERVICE

1.    If you are eligible for and have elected to receive the Top Up Service, you, as payer, maytop up the balance in your Alipay MS Account by means of wire transfers (including ACH, SEPA, and SWIFT) by providing your Credentials to your bank, financial institution, payment service provider, or Alipay MS affiliate with whom you have an account as we may allow from time to time to instruct such bank, financial institution, payment service provider, or Alipay MS affiliate to transfer funds from your bank, financial institution, payment service provider, or such Alipay MS affiliate account to your Alipay MS Account. Unless otherwise permitted by us, the bank, financial institution, payment service provider, or Alipay MS affiliate account from which you transfer funds must be in the same name as your Alipay MS Account.

2.    Once your funds have been received by our designated bank (the "Relevant Bank") from your bank, financial institution, payment service provider, or such Alipay MS affiliate as notified to us by the Relevant Bank, a corresponding value will be credited to your Alipay MS Account. You agree to pay all fees, including any applicable currency conversion fees, associated with the conversion and the processing of funds by the Relevant Bank. You acknowledge and agree that you bear all risks of loss in connection with the transfer of your funds to your Alipay MS Account including those arising from any changes in the currency exchange rates between the time you instruct your bank to transfer funds from your bank, financial institution, payment service provider, or Alipay MS affiliate account and the time that the funds are credited to your Alipay MS Account.

3.     The time it takes for incoming funds to reach the Relevant Bank is not within Alipay MS's or the Relevant Bank’s control. If you do not receive an expected inbound fund transfer, we may use reasonable effort to assist your inquiry. Incoming funds may also be subject to the terms and conditions of the payer originating the funds transfer or the bank or other provider sending the payment or funds transfer. Any issues or disputes associated with such terms and conditions should be resolved directly with the payer originating the fund transfer or the bank or other provider involved and are not the responsibility of Alipay MS or the Relevant Bank.

4.     You should be aware that using the Alipay MS Services to receive incoming funds does not necessarily mean that these transactions cannot be reversed. We reserve the right to reverse a payment in case of an erroneous payment or if your bank or payment service provider has reversed (or is reasonably likely to reverse) a payment which was used to fund the top up. To the extent you receive any funds in error, you agree to immediately notify Alipay MS and consent to Alipay MS reversing the transaction where necessary.

5.     We reserve the right to reject or limit payments and funds transfers to you at any time at our sole discretion. Payments and funds transfers to you may be rejected for any reason, including but not limited to reasons related to compliance with Applicable Law (including Applicable Law on anti-money laundering) or Alipay MS risk management policies or procedures. When rejecting a payment or funds transfer to you, Alipay MS will be under no obligation to disclose the reason for the rejection.

6.     Only payers approved by Alipay MS in Alipay MS's sole discretion may make payments or transfer funds to your Alipay MS Account. Incoming fund transfers sent by payers that are not approved by Alipay MS will be declined and returned to the payer. Any costs and expenses associated with the declined incoming fund transfers shall be borne by you or the payer, as applicable. If an incoming fund transfer is rejected for any reason, fees may be charged by the bank or other provider sending the payment or fund transfer. You are solely responsible for any fees incurred in connection with payments or fund transfers that are rejected.

3.    DEFINITIONS

Various terms in these Supplementary Terms and Conditions (Top Up Service) have a defined meaning as set out in the table below. Words importing the singular shall include the plural and vice versa.

4.   MISCELLANEOUS

1.    These Supplementary Terms and Conditions (Top Up Service) shall be governed by Singapore law. In the event of any dispute or claim arising from or in connection with these Supplementary Terms and Conditions (Top Up Service) or your use of the Alipay MS Services, the relevant parties shall resolve such dispute or claim through amicable negotiations.  If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of these Supplementary Terms and Conditions (Top Up Service)), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”).  If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (SIAC Rules) in force at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English.  The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.

2.     If any provision of this Supplementary Terms and Conditions (Top Up Service) is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

3.     A breach of these Supplementary Terms and Conditions (Top Up Service) will be deemed to be a breach of the Terms and Conditions.

4.     Any failure by Alipay MS to exercise any of our rights under these Supplementary Terms and Conditions (Top Up Service) shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

5.     Alipay MS shall have the right to assign these Supplementary Terms and Conditions (Top Up Service)(including all of our rights, titles, benefits, interests, and obligations and duties in these Supplementary Terms and Conditions (Top Up Service)) to any of our affiliates and to any successor in interest. Alipay MS may delegate certain of Alipay MS’ rights and responsibilities under these Supplementary Terms and Conditions (Top Up Service)to its affiliates, independent contractors or other third parties.

6.    A person who is not a party to these Supplementary Terms and Conditions (Top Up Service) has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of these Supplementary Terms and Conditions (Top Up Service), save that the Relevant Bank shall have the right to enforce all provisions of these Supplementary Terms and Conditions (Top Up Service) conferring rights, exemptions, protections or other benefits on it, and where any obligations are owed by you to an Alipay MS affiliate, each of such Alipay MS affiliate may enforce the terms of these Supplementary Terms and Conditions (Top Up Service)against you.

7.     In the event of a conflict between these Supplementary Terms and Conditions (Top Up Service) and the Terms and Conditions, the provision requiring a higher standard shall apply.

Supplementary Terms and Conditions for Global Payment Service (Advanced Service)

These Supplementary Terms and Conditions for Global Payment Service (Advanced Service) (the "Supplementary Terms and Conditions (Global Payment Service)") supplement the Alipay MS Terms and Conditions relating to the availability and use of the Alipay MS Services ("Terms and Conditions") between you and Alipay Merchant Services Pte. Ltd. (company registration number: 201735998W). Please read them carefully.

You agree that the Terms and Conditions you entered into with Alipay MS will be supplemented as set out in these Supplementary Terms and Conditions (Global Payment Service) with immediate effect.

1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

1.    TheseSupplementary Terms and Conditions (Global Payment Service) relate to the service ("Global Payment Service") which Alipay MS will provide to enable you to make payment to (a) a bank account, Alipay MS Account or Alipay affiliate account of a supplier or Alibaba Platform as settlement payment for goods and services you obtained from such supplier or Alibaba Platform or (b) any other Alipay MS Account or Alipay affiliate account that you have notified to Alipay MS.

2.     These Supplementary Terms and Conditions (Global Payment Service) supplement the Alipay MS Terms and Conditions between you and Alipay MS. These Supplementary Terms and Conditions (Global Payment Service) shall be deemed to form part of the Terms and Conditions. Accordingly, all references in the Terms and Conditions to the "Terms and Conditions" shall be construed as references to the Terms and Conditions as supplemented by these Supplementary Terms and Conditions (Global Payment Service).  Subject to the provisions of these Supplementary Terms and Conditions (Global Payment Service), the Terms and Conditions shall remain in full force and effect.

3.     Capitalised words and phrases used in these Supplementary Terms and Conditions (Global Payment Service) shall have the meaning given to them in the Terms and Conditions, unless otherwise defined in these Supplementary Terms and Conditions (Global Payment Service).

4.     The Global Payment Service is subject to all provisions under the Terms and Conditions, as well as the additional terms set out below.

2.    global PAYMENT SERVICE

1.     If you are eligible for and have elected to receive the Global Payment Service, you will be able to make payment to (a) a bank account, Alipay MS Account or Alipay affiliate account of a supplier or Alibaba Platform as settlement payment for goods and services you obtained from such supplier or Alibaba Platform or (b) any other Alipay MS Account or Alipay affiliate account that you have notified to Alipay MS.

2.     You must ensure that the payment details you enter for making a payment are correct and complete.

3.     If you provide or confirm incorrect beneficiary details, we will not be liable for any loss you incur.

4.     If you inadvertently make a wrong payment, you may request that we assist you in reclaiming the funds; however, we may charge you an administration fee for doing so and cannot guarantee that the reclamation efforts will be successful.

5.     Making payments from your Alipay MS Account may be subject to per-transaction limits, which may be adjusted from time to time in our sole discretion. 

6.     We may decline or defer your request to make a payment and require you to send us additional documents to verify you and/or the receiving party's respective information such as identity, address, source of funds or reason for payment, before we effect the requested payment. You agree to cooperate with us in providing such documents and information.

7.     You can only make a withdrawal or payment using your Alipay MS Account balance to the extent that you have enough balance to support the withdrawals or payments. You are not allowed to make a withdrawal or payment in excess of your Alipay MS Account balance. We will not extend credit in connection with your use of the Alipay MS Account.

8.     In the event any withdrawal or payment is not successful and the funds revert back to us, you authorize us to credit the funds back to your account, less any fees which may be charged by the bank provider or any other payment provider.

3.    MISCELLANEOUS

1.    These Supplementary Terms and Conditions (Global Payment Service) shall be governed by Singapore law. In the event of any dispute or claim arising from or in connection with these Supplementary Terms and Conditions (Global Payment Service) or your use of the Alipay MS Services, the relevant parties shall resolve such dispute or claim through amicable negotiations.  If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of these Supplementary Terms and Conditions (Global Payment Service)), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”).  If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (SIAC Rules) in force at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The arbitration panel shall consist of one single arbitrator.  Unless the parties agree otherwise, the arbitration shall be conducted in English. The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.

2.     If any provision of this Supplementary Terms and Conditions (Global Payment Service) is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

3.     A breach of these Supplementary Terms and Conditions (Global Payment Service) will be deemed to be a breach of the Terms and Conditions.

4.     Any failure by Alipay MS to exercise any of our rights under these Supplementary Terms and Conditions (Global Payment Service) shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

5.     Alipay MS shall have the right to assign these Supplementary Terms and Conditions (Global Payment Service) (including all of our rights, titles, benefits, interests, and obligations and duties in these Supplementary Terms and Conditions (Global Payment Service)) to any of our affiliates and to any successor in interest. Alipay MS may delegate certain of Alipay MS’ rights and responsibilities under these Supplementary Terms and Conditions (Global Payment Service) to its affiliates, independent contractors or other third parties.

6.    A person who is not a party to these Supplementary Terms and Conditions (Global Payment Service) has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of these Supplementary Terms and Conditions (Global Payment Service), save that where any obligations are owed by you to an Alipay MS affiliate, each of such Alipay MS affiliate may enforce the terms of these Supplementary Terms and Conditions (Global Payment Service) against you.

7.    In the event of a conflict between these Supplementary Terms and Conditions (Global Payment Service) and the Terms and Conditions, the provision requiring a higher standard shall apply.

Supplementary Terms and Conditions for Currency Conversion Service (Basic Service)

These Supplementary Terms and Conditions for Currency Conversion Service (Basic Service) (the "Supplementary Terms and Conditions (Currency Conversion Service)") supplement the Alipay MS Terms and Conditions relating to the availability and use of the Alipay MS Services ("Terms and Conditions") between you and Alipay Merchant Services Pte. Ltd. (company registration number: 201735998W). Please read them carefully.

You agree that the Terms and Conditions you entered into with Alipay MS will be supplemented as set out in these Supplementary Terms and Conditions (Currency Conversion Service) with immediate effect.

1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

1.    TheseSupplementary Terms and Conditions (Currency Conversion Service) relate to the service ("Currency Conversion Service") which Alipay MS will provide to enable you to convert funds in your Alipay MS Account from one currency to another. The Currency Conversion Service form part of the Basic Services provided by Alipay MS.

2.     These Supplementary Terms and Conditions (Currency Conversion Service) supplement the Alipay MS Terms and Conditions between you and Alipay MS. These Supplementary Terms and Conditions (Currency Conversion Service) shall be deemed to form part of the Terms and Conditions. Accordingly, all references in the Terms and Conditions to the "Terms and Conditions" shall be construed as references to the Terms and Conditions as supplemented by these Supplementary Terms and Conditions (Currency Conversion Service).  Subject to the provisions of these Supplementary Terms and Conditions (Currency Conversion Service), the Terms and Conditions shall remain in full force and effect.

3.     Capitalised words and phrases used in these Supplementary Terms and Conditions (Currency Conversion Service) shall have the meaning given to them in the Terms and Conditions, unless otherwise defined in these Supplementary Terms and Conditions (Currency Conversion Service).

4.     The Currency Conversion Service is subject to all provisions under the Terms and Conditions, as well as the additional terms set out below.

2.    CURRENCY CONVERSION SERVICE

1.     If you are eligible for and have elected to receive the Currency Conversion Service, you will be able to convert funds in your Alipay MS Account from one currency to another.

2.     Each Currency Conversion Contract shall be an individual contract subject to the Currency Conversion Commercial Terms and these Terms and Conditions (as supplemented by these Supplementary Terms and Conditions (Currency Conversion Service)). We may at any time and at our sole discretion refuse to offer terms for any Currency Conversion Contract.

3.     When you contact us in relation to a proposed currency conversion you must provide us with all relevant information we require in order to execute the currency conversion(s).

4.     We convert the funds from the Original Currency to the Target Currency to support your commercial activities. Therefore, you should not use the Currency Conversion Service for investment or speculative purposes such as by trying to profit from fluctuations in foreign exchange rates and you should tell us if that is your intention. We may decline to deal with you if we have reason to believe that you are using any Currency Conversion Contract for investment or speculative purposes.

5.     On receipt of your instruction relating to the execution of a Currency Conversion Contract, we will specify the amount of the Original Currency required, the amount of the Target Currency which will be converted to for you, the conversion rate offered, applicable fees, any transmission costs, a date by which the Original Currency must have arrived in cleared funds in the bank account specified by us (such date being the same date that we receive your instruction) (“Instruction Date”) and such other terms as may be necessary in connection with the Currency Conversion Contract (collectively, the “Currency Conversion Commercial Terms”).

6.     Once you accept the Currency Conversion Commercial Terms, you will become legally bound to perform the Currency Conversion Contract in accordance with those terms and the Terms and Conditions (as supplemented by these Supplementary Terms and Conditions (Currency Conversion Service)).

7.     We will enter into all Currency Conversion Contracts as principal unless it is specifically agreed that we shall act as your agent and we shall have no responsibility to any other person other than you. We, at the same time as concluding a currency conversion with you, will usually also enter into a matching transaction with our banking or other counterparty.

8.     In the event that you enter into a Currency Conversion Contract with us and it transpires that the currency involved in the transaction (Original Currency or Target Currency) is withdrawn or redenominated into another currency by the relevant authorities, for whatsoever reason, before the Value Date, you will still be bound to perform the Currency Conversion Contract. In these circumstances we will use our reasonable endeavours to replace the withdrawn or redenominated currency with the domestic currency of the country where the funds are being sent to or received using an conversion rate determined by us (acting reasonably). We will be entitled to recover from you reasonable costs incurred by us in acting in accordance with this paragraph.

3.    DEFINITIONS 

Various terms in these Supplementary Terms and Conditions (Currency Conversion Service) have a defined meaning as set out in the table below. Words importing the singular shall include the plural and vice versa.

4.    MISCELLANEOUS

1.    These Supplementary Terms and Conditions (Currency Conversion Service) shall be governed by Singapore law. In the event of any dispute or claim arising from or in connection with these Supplementary Terms and Conditions (Currency Conversion Service) or your use of the Alipay MS Services, the relevant parties shall resolve such dispute or claim through amicable negotiations.  If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of these Supplementary Terms and Conditions (Currency Conversion Service)), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”).  If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (SIAC Rules) in force at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The arbitration panel shall consist of one single arbitrator.  Unless the parties agree otherwise, the arbitration shall be conducted in English. The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.

2.     If any provision of this Supplementary Terms and Conditions (Currency Conversion Service) is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

3.     A breach of these Supplementary Terms and Conditions (Currency Conversion Service) will be deemed to be a breach of the Terms and Conditions.

4.     Any failure by Alipay MS to exercise any of our rights under these Supplementary Terms and Conditions (Currency Conversion Service) shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

5.     Alipay MS shall have the right to assign these Supplementary Terms and Conditions (Currency Conversion Service) (including all of our rights, titles, benefits, interests, and obligations and duties in these Supplementary Terms and Conditions (Currency Conversion Service)) to any of our affiliates and to any successor in interest. Alipay MS may delegate certain of Alipay MS’ rights and responsibilities under these Supplementary Terms and Conditions (Currency Conversion Service) to its affiliates, independent contractors or other third parties.

6.    A person who is not a party to these Supplementary Terms and Conditions (Currency Conversion Service) has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of these Supplementary Terms and Conditions (Currency Conversion Service), save that where any obligations are owed by you to an Alipay MS affiliate, each of such Alipay MS affiliate may enforce the terms of these Supplementary Terms and Conditions (Currency Conversion Service) against you.

7.    In the event of a conflict between these Supplementary Terms and Conditions (Currency Conversion Service) and the Terms and Conditions, the provision requiring a higher standard shall apply.

Supplementary Terms and Conditions for Alibaba Payment Service (Advanced Service)

These Supplementary Terms and Conditions for Alibaba Payment Service (Advanced Service) (the "Supplementary Terms and Conditions (Alibaba Payment Service)") supplement the Alipay MS Terms and Conditions relating to the availability and use of the Alipay MS Services ("Terms and Conditions") between you and Alipay Merchant Services Pte. Ltd. (company registration number: 201735998W). Please read them carefully.

You agree that the Terms and Conditions you entered into with Alipay MS will be supplemented as set out in these Supplementary Terms and Conditions (Alibaba Payment Service) with immediate effect. 

1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

1.     These Supplementary Terms and Conditions (Alibaba Payment Service) relate to the service ("Alibaba Payment Service") which Alipay MS will provide to enable you to pay for the Alibaba Platform Security Deposit and Alibaba Platform fees using the funds in your Alipay MS Account.

2.     These Supplementary Terms and Conditions (Alibaba Payment Service) supplement the Alipay MS Terms and Conditions between you and Alipay MS. These Supplementary Terms and Conditions (Alibaba Payment Service) shall be deemed to form part of the Terms and Conditions. Accordingly, all references in the Terms and Conditions to the "Terms and Conditions" shall be construed as references to the Terms and Conditions as supplemented by these Supplementary Terms and Conditions (Alibaba Payment Service).  Subject to the provisions of these Supplementary Terms and Conditions (Alibaba Payment Service), the Terms and Conditions shall remain in full force and effect.

3.     Capitalised words and phrases used in these Supplementary Terms and Conditions (Alibaba Payment Service) shall have the meaning given to them in the Terms and Conditions, unless otherwise defined in these Supplementary Terms and Conditions (Alibaba Payment Service).

4.     The Alibaba Payment Service is subject to all provisions under the Terms and Conditions, as well as the additional terms set out below.

2.    ALIBABA PAYMENT SERVICE

1.     If you are eligible for and have elected to receive the Alibaba Payment Service, you will be able to pay for the Alibaba Platform Security Deposit and Alibaba Platform fees using the funds in your Alipay MS Account.

2.    Alibaba Platform Security Deposit.

A.     If you are a registered member of the Alibaba Platforms, the transaction services in connection with the sales of products and services between you and buyers on the Alibaba Platforms are set out in separate terms and conditions with the respective Alibaba Platforms (“Alibaba Platform Terms”).  Upon entering into the Alibaba Platforms Terms, you may have authorized the Alibaba Platforms to freeze a certain amount in your Alipay MS Account as the security deposit to secure your due performance of obligations under the Alibaba Platforms Terms ("Alibaba Platform Security Deposit").

B.     If so, you hereby authorize Alipay MS to receive instructions from the Alibaba Platforms regarding the Alibaba Platform Security Deposit on your behalf and to act in accordance with the instructions received. You confirm that Alipay MS may deem such instructions received from the Alibaba Platforms as equivalent to a specific instruction provided by yourself, and Alipay MS will not be required to verify with you the authenticity, accuracy and validity of such instructions received from the Alibaba Platforms, or whether the instructions are in compliance with the Alibaba Platform Terms.

C.    Alipay MS will act in accordance with the instructions received from the Alibaba Platforms, including deducting from your Alipay MS Account balance such amount as stated in the instructions such that your total available Alipay MS Account balance is reduced, and reflecting such Alibaba Platform Security Deposit in your transaction records (which will not be part of your available Alipay MS Account balance). Alipay MS will also administer the Alibaba Platform Security Deposit on an ongoing basis in accordance with any instructions received from the Alibaba Platforms from time to time, including to deduct any sums from the Alibaba Platform Security Deposit and to transfer such amounts to the Alibaba Platform, or to increase the Alibaba Platform Security Deposit amount (by deducting funds from your Alipay MS Account balance) from time to time.  We may also receive instructions from the Alibaba Platforms to freeze your Alipay MS Account balance in the event the Alibaba Platform Security Deposit is insufficient to cover your liability under Alibaba Platform Terms, or any increase of the Alibaba Platform Security Deposit is unsuccessful. You hereby authorize us to act in accordance with the instructions received from the Alibaba Platforms.

D.    You will be able to see on your transaction history when you log into the Merchant Portal all transactions related to your Alibaba Platform Security Deposit.

E.     For the avoidance of doubt, the Alibaba Platform Security Deposit is not allowed to be used for making any payments by you without prior consent from the Alibaba Platforms.

3.    Alibaba Platform fees.

A.     Under the Alibaba Platform Terms, you are required to pay certain fees to the Alibaba Platforms and you may choose to use the funds in your Alipay MS Account to make such payment. If so, you hereby authorize Alipay MS to receive instructions from the Alibaba Platforms regarding the fees on your behalf, and to act in accordance with the instructions received by deducting an amount equal to the fees from your Alipay MS Account and transferring such amount to the Alibaba Platforms. You confirm that Alipay MS may deem such instructions received from the Alibaba Platforms as equivalent to a specific instruction provided by yourself, and Alipay MS will not be required to verify with you the authenticity, accuracy and validity of such instructions received from the Alibaba Platforms, or whether such instructions are in compliance with the Alibaba Platform Terms.

4.     You understand and acknowledge that Alipay MS may provide relevant information, including personal information, relating to your Alipay MS Account to the Alibaba Platforms, Alipay MS affiliates and certain approved suppliers from time to time, including balance, transaction details, etc. in order to perform its obligations under the Terms and Conditions (as supplemented by these Supplementary Terms and Conditions (Alibaba Payment Service)) and to ensure that you have a seamless experience using the Alipay MS Account for the purposes of the Alibaba Payment Service.

5.     You can only make a withdrawal or payment using your Alipay MS Account balance to the extent that you have enough balance to support the withdrawals or payments. You are not allowed to make a withdrawal or payment in excess of your Alipay MS Account balance. We will not extend credit in connection with your use of the Alipay MS Account.

6.     In the event any withdrawal or payment is not successful and the funds revert back to us, you authorize us to credit the funds back to your Alipay MS Account, less any fees which may be charged by the bank provider or any other payment provider.

3.    DEFINITIONS 

Various terms in these Supplementary Terms and Conditions (Alibaba Payment Service) have a defined meaning as set out in the table below. Words importing the singular shall include the plural and vice versa.

4.    MISCELLANEOUS

1.    These Supplementary Terms and Conditions (Alibaba Payment Service) shall be governed by Singapore law. In the event of any dispute or claim arising from or in connection with these Supplementary Terms and Conditions (Alibaba Payment Service) or your use of the Alipay MS Services, the relevant parties shall resolve such dispute or claim through amicable negotiations.  If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of these Supplementary Terms and Conditions (Alibaba Payment Service)), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”).  If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (SIAC Rules) in force at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The arbitration panel shall consist of one single arbitrator.  Unless the parties agree otherwise, the arbitration shall be conducted in English.  The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.

2.     If any provision of this Supplementary Terms and Conditions (Alibaba Payment Service) is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

3.     A breach of these Supplementary Terms and Conditions (Alibaba Payment Service) will be deemed to be a breach of the Terms and Conditions.

4.     Any failure by Alipay MS to exercise any of our rights under these Supplementary Terms and Conditions (Alibaba Payment Service) shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

5.     Alipay MS shall have the right to assign these Supplementary Terms and Conditions (Alibaba Payment Service) (including all of our rights, titles, benefits, interests, and obligations and duties in these Supplementary Terms and Conditions (Alibaba Payment Service)) to any of our affiliates and to any successor in interest. Alipay MS may delegate certain of Alipay MS’ rights and responsibilities under these Supplementary Terms and Conditions (Alibaba Payment Service) to its affiliates, independent contractors or other third parties.

6.    A person who is not a party to these Supplementary Terms and Conditions (Alibaba Payment Service) has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of these Supplementary Terms and Conditions (Alibaba Payment Service), save that where any obligations are owed by you to an Alipay MS affiliate, each of such Alipay MS affiliate may enforce the terms of these Supplementary Terms and Conditions (Alibaba Payment Service) against you.

7.    In the event of a conflict between these Supplementary Terms and Conditions (Alibaba Payment Service) and the Terms and Conditions, the provision requiring a higher standard shall apply.

Notice for non-Singapore residents

In compliance with Notice No. PSN08 issued by the Monetary Authority of Singapore, we hereby notify our clients:  Alipay Merchant Services Pte Ltd (“Alipay MS”) is licensed by the Monetary Authority of Singapore to provide e-money issuance services. Please note that this does not mean you will be able to recover all the money you paid to Alipay MS if Alipay MS’s business fails.