In order to regulate Overseas Service Providers and their overseas promotion of the Alipay Global Open Platform service, and specify rights and obligations of Alipay Singapore E-Commerce Private Limited ("Alipay SG"), its affiliates and Service Providers, it is the policy that these Management Rules for Overseas Service Providers ("Rules") are complied with.

1 Definitions

1.1 "Alipay Global Open Platform" or "Open Platform" refers to the website (that as of the date of these Rules is accessible at global.alipay.com) which is owned and operated by Alipay SG. Alipay SG provides service and technical support to, and is responsible for, the management of Overseas Service Providers on Open Platform.
1.2 "Open Platform API Provider(s)" refers to entities (including but not limited to Alipay SG and its affiliates) who provide API resources on Open Platform.
1.3 "Open Platform Service" refers to the applications and service provided by Service Providers or Open Platform API Providers on Open Platform.
1.4 "Overseas" refers to all the countries and regions outside mainland China, including HongKong, Macau and Taiwan, and "Overseas Service Providers" refers to the Service Providers that provide Open Platform Service Overseas.
1.5 "Merchant(s)" refers to merchants who use Open Platform Service, enter into a service agreement with Open Platform API providers or obtain Alipay acquiring service through Alipay’s overseas acquiring partners and are recommended by Service Providers.
1.6 "Service Provider(s)" refers to entities ("Service Provider(s)") who meets one or more of the following conditions.
(1) Develop Merchants for Open Platform in different business scenarios, assist Merchants and Open Platform on entering into agreements and/or provide operation servicesto the Merchants.
(2) Entrusted by Merchants to provide hardware and/or software system set up and maintenance service and help Merchants in accessing Open Platform Service.
(3) Applyfor Open Platform Service on behalf of Merchants and provide payment facilitation service through hardware and/or software system.
1.7 "FalseMerchant(s)" refers to Merchants who meet one of the following conditions:
(1) The Merchant or its retail stores do not exist, or the retail store, although existing, cannot get access to Open Platform Service due to lacking Merchant’s authorization, or the Merchant, as a Merchant of Open Platform, is registered with false certificates.
(2) Without the Merchant’s authorization, apply for and get access to Open Platform Service using the Merchant’s identity.
(3) Service Providers assist Merchants in access to Open Platform Service by falsifying or concealing any information of the Merchants, when the Merchants do not fully comply with the requirements of Open Platform.
1.8 "Ineffective Merchant(s)" refers to the Merchant who, in a certain period, does not bring forth any real or valid transactions after cooperating with Open Platform API Providers.
1.9 "Overlapping Retail Store(s)" refers to two or more Open Platform online stores whose informationis overlapped partially, including any same or overlapping information of the following: names, addresses or actual locations of the retail stores, etc.
1.10 "IneffectiveRetail Store(s)" refers to a retail store which, in a certain period, does notbring forth any real or valid transactions after cooperating with Open PlatformAPI Providers.
1.11 "False Transaction(s)/Trading" refers to a transaction which meets one of the following conditions:
(1) An operation conducted by any Service Providers/Merchants with a related party, including but not limited to their friends, classmates, families, or colleagues, whichdoes not have authentic commercial purposes.
(2) An operation conducted by any Service Providers/Merchants with a Merchant through the account registered or controlled by themselves, manipulated by them, which does not have authentic commercial purposes.
(3) A false transaction carried by any Service Providers/Merchants, which takes advantage of facilities or services provided by third parties.
(4) An operation conducted by any other improper means (including but not limited to sales at an unjustifiably low price).

2 General Requirements for Service Providers

A Service Provider shall meet the following conditions:

(1) Good commercial reputation, including all the qualifications or certificates required to operate its business in place.

(2) Stable and sound scale of operation, financial system and status.

(3) Sound business credit, i.e. it shall not be listed on any prohibited or warning lists of regulatory authorities or bank card organizations.

(4) For a Service Provider who provides system integration service, safe and sound software and hardware system. It shall also ensure the Merchant’s use of Open Platform Service is reliable, smooth and sound.

3 Operation Scopes and Management Obligations of Service Providers

3.1 The operation of Service Providers shall not exceed the following scopes:

3.2 Management Obligations of Service Providers:

(1) Service Providers shall strictly implement the onboarding criterion set up by Open Platform, manage business operations of Merchants and ensure qualities of cooperated Merchants.

(2) Service Providers shall not collect or store any sensitive information while providing their services, such as bank card password, expiry date, card verification number, track or chip information or any other sensitive information of Merchants or users.

(3) Service Providers shall provide training and conduct onsite visit to Merchants, solve their issues regarding usage of Open Platform Service during the course, set up and maintain channels for communications with Merchants, advertise and tutor relevant Open Platform requirements, rules and provisions to Merchants and keep records of the training and onsite visits.

(4) Service Providers shall cooperate with Open Platform in investigations initiated by relevant authorities such as regulatory authorities, self-regulatory organizations, public security organizations, governing bodies and courts, assist in investigations on business operations of Merchants which may violate any laws or regulations, and urge Merchants to rectify and notify Open Platform in time.

(5) Service Providers shall cooperate with Open Platform and provide services of placing, debugging, using and maintaining of the point of sale and marketing materials and equipment to Merchants.

3.3 If there are any complaints of Merchants or users caused by operations of Service Providers, Open Platform has the right to require Service Providers tosolve the claims and disputes in a timely manner and within the time limit required by Open Platform.

4 Violation Scenarios of Service Providers and Classification Types 

Type I Violation

In any of the following events, Service Providers’ operations will be considered a Type I Violation.

4.1 Any violations of laws and regulations of the country where its business operates.

4.2 Any violations of provisions, guidance or other rules of the local regulatory authorities and industry associations.

4.3 Any operations developed in any countries or regions beyond which are provided in the contract.

4.4 Any impairment of the brand and corporation image of Open Platform.

4.5 Without authorizations of Open Platform API Providers, any re-entrustment, assignment or delegation of services provided in the master agreement to any third partiesor any abuse or sales of Open Platform accounts/Open Platform technical interface.

4.6 Any steal of resources and information, including but not limited to accounts theft or any embezzlement or transfer of the funds of Merchants without consent or any unauthorized modification of accounts information of others.

4.7 Any improper profit-making behaviors.

4.8 Any Type II Violation that causes any material adverse effect (including but not limited to impairment of goodwill or any actual losses) on Open Platform or Merchants.

4.9 Subjectto Alipay SG’s sole discretion, any other situations impairing interests of Open Platform API providers, Merchants or any other third parties which shall be counted as Type I Violation.

Type II Violation 

In any of the following events, Service Providers’ operations will be considered a Type II Violation.

4.10 Any counterfeiting of products of Open Platform, unauthorized use of trademarks, logos and slogans of Open Platform, or other activities carried out in the name of Open Platform (including but not limited to any activities of operations, promotions, employment).

4.11 Any slander or malicious falsification targeting product brands and images of OpenPlatform, or any slander targeting Open Platform and its employees.

4.12 Any promotional information that involves exaggeration, falseness, commitment, absolutizing descriptions.

4.13 Any improper use of rights of others, including but not limited to the improper use of others’ trademarks, copyrights, portraits, patents or any other rights.

4.14 Any falsifications, including but not limited to counterfeiting, falsification, illegal use of relevant materials and information (e.g. relevant certificates, business licenses, online transaction records) or, for the purpose of entering into agreements with Open Platform, recommending False Merchants, Ineffective Merchants or Ineffective Retail Stores or overlapping merchants or Overlapping Retail Stores, using third parties’licenses or providing falsify certificates.

4.15 Market disturbances and improper operations, including but not limited to maliciously directing Merchants to change their payment methods or driving down rates, or insulting, derogating, threatening, intimidating, or maliciously harassing other Service Providers, or any employees of Service Providers disrupting daily operations of Merchants or Open Platform, forcing Merchants to purchase services beyond the service scopes agreed with the platform or sign any other operational agreements or not introducing Merchants to Open Platform in accordance with Open Platform’s pricing policies or merchant category guidelines.

4.16 Spam messages, including but not limited to the information released or contents pushed involving invalid and overlapping content or taking advantage of Open Platform to release contents for advertising and promoting of any third parties.

4.17 Taking advantage of Open Platform to advertise, engage in, assist or connive the cash-out, cheating of Merchants or gaining any Open Platform marketing resources orexpenses by cheating, including but not limited to leading, instigating, acquiescing, assisting Merchants to cheat or advertise the cash-out, extract marketing resources, push up price in disguised forms, operate False Transactions, trade or cheat in other forms (cheating or cheat, including but not limited to cash-out, click farming or splitting an order into smaller pieces).

4.18 Improper management, including but not limited to instances where the number of Merchants who violate relevant rules under the management of the Service Providers reaches a certain limit (Alipay SG shall have the right to decide whether a Merchant violates the relevant rules or not); or, the number or aggregate amount of illegal transactions of the Merchants, which is conducted in the name of the Service Provider, reaches a specified quantity.

4.19 Violation of confidentiality obligations, leakage of information or any other non-public materials of Open Platform Merchants or users or other Service Providers. Any other external utilization of security vulnerabilities to obtain any sensitive information resulting in any operational risks.

4.20 Any requests for resources and information, including but not limited to any demands of any merchant’s Alipay account or password information.

4.21 For any benefits, Service Providers provide any accounts on Open Platform to third parties, including but not limited to Service Providers or their employees selling their accounts of Open Platform.

4.22 Insulting, intimidating, threatening, or maliciously harassing Merchants.

4.23 AnyType III Violation that causes any material adverse effect (including but not limited to impairment of goodwill or any actual losses) on Open Platform or Merchants.

4.24 Subject to Alipay SG’s sole discretion, any other situations impairing interests of Open Platform API Providers, Merchants or any other third parties which shall be counted as Type II Violation.

Type III Violation 

In any of the following events, Service Providers’ operations will be counted in the Type III Violation.

4.25 Lacking good services, including but not limited to disrespect to Merchants, exaggerating or guaranteeing any service effects beyond the scope of promotional materials and providing vague answers to Merchant’s questions, which result in misunderstanding, or not confirming the information with Merchants and causing any impairing of interests.

4.26 Service Providers fail to pass back authentic and complete transaction information of goods or services.

4.27 Illegal usage of account, including but not limited to any accounts of Service Providers on Open Platform provided by them for any third parties’ use.

4.28 Subject to Alipay SG’s sole discretion, any other situations impairing interests of Open Platform API Providers, Merchants or any other third parties which shall be counted as Type III Violation.

5 Violation Rating and Relevant Procedures 

5.1 If any Merchants or users complain that any operations of Service Providers violate any rules (any notification to Alipay SG of dissatisfaction will constitute a “complaint”),  or Alipay SG finds any violation of Service Providers through inspection, the violation settlement terms provided in these Rules shall apply.

5.2 Alipay SG is entitled to decide, in its sole discretion, whether there is a violation operation of Service Providers and impose relevant restrictive measures on Service Providers following Article 6 "Violation Settlement Methods" of these Rules. Alipay SG will notify Service Providers by email or other means after the restrictive measures imposed. If the Service Provider has any objections, it shall provide written replies and corresponding evidence within a designated period; if Alipay SG decides the evidence presented by Service Providers is satisfactory, Alipay SG will cancel the restrictive measures as soon aspossible.

6 Violation Settlement Methods 

If there is any violation operation of Service Providers, Alipay SG has the right to take the following measures:

6.1 If any activities of Service Providers are identified as Type I Violation, the Service Provider will be regarded as substantially violating relevant agreements it entered into with Open Platform. Open Platform API Providers, in their sole discretion, are entitled to terminate all contracts with Service Providers immediately, and refuse to make payments for any accrued expenses owed to Service Providers without any compensation obligations. Open Platform API Providers will suspend performance of relevant agreements at the time that its notifications reach the email box of the Service Provider. Open Platform API Providers will reserve all rights regarding agreement termination. Also, Open Platform API Providers will not develop any further cooperation with the Service Provider.

6.2 If any activities of Service Providers are identified as a Type II Violation or a Type III Violation, Open Platform API Providers has the right to cancel or adjust any part of business resources (including but not limited to leads and Merchants resources) or impose system access limitations to Service Providers, suspend marketing-related payments, terminate any provisions of official marketing resources of Open Platform or deduct rewards or business coordination expenses of that month. If any of the afore-mentioned violations is defined as "serious", Open Platform API Providers, in their sole discretion, would have the right to terminate the cooperation immediately.

7 Amendment and Annex to These Rules

Alipay SG has the right to renew these Rules and will publish the revised version of these Rules. Alipay SG will provide notification by official emails or announcements. We assume that Service Providers have accepted the amendment if they continue to cooperate with Open Platform API Providers after the effective date of the revision provided in the official email or announcement.
 
These Rules were updated on Mar 18, 2019