Alipay China Wallet Service Terms and Conditions
Last updated on 23 March 2021
Before you access or use Alipay Services provided by Alipay Singapore E-Commerce Private Limited (“Alipay”) to you ("Company"), you must read, agree and accept all of the following Terms and Conditions which is comprised of:
- Section A - About Alipay Service and Settlement;
- Section B - Parties' Responsibilities and Obligations;
- Section D - Definitions; and
- 1 - Lists of Prohibited and Restricted Products;
- 2 - Service Fee;
- 3 - Alipay User Dispute Handling Process and Guideline.
By electronically accepting these Terms and Conditions, the Company enters into a legally binding agreement with Alipay and the Company agrees to accept these Terms and Conditions (including the appendices) and Alipay's Internal Policies as notified to the Company from time to time (together, “Agreement”).
The Agreement is effective and binding on and from the Effective Date. Alipay reserves the right to update and amend the Agreement in accordance with Clause 15 (Variations) of Section B. You can review the latest version of these Terms and Conditions at any time at https://global.alipay.com/docs/ac/Platform/xijijijdoajoeho.
In these Terms and Conditions, all capitalized terms have the meanings set out in Section D (Definitions).
SECTION A - ABOUT ALIPAY SERVICES AND SETTLEMENT
1. Service Description.
a) Due Diligence.
(A) Where reasonably requested by Alipay at any time, the Company will provide a copy of its constitutional documents (such as its corporate registration documents), regulatory approvals or licenses (if applicable) and such other relevant background or operational information as Alipay reasonably believes may assist its assessment of the Company (the “Due Diligence Obligations”).
(B) Failure to comply with the Due Diligence Obligations will be a material breach of this Agreement by the Company.
(C) Before Alipay provides Alipay Services, the Company will provide Alipay with all or such part of the following information as requested by Alipay (collectively, the “Due Diligence Information”):
1. enterprise email address (but not individual email addresses);
2. legal and beneficial owner information;
3. business name and registration number (registered and 'trading as' name);
4. URL of its online sites;
5. merchant category code;
6. business operating address;
7. Alipay Service Scope;
8. a description of the Company's Product(s); and
9. any other relevant information upon Alipay’s reasonable request from time to time.
(D) The Company will notify Alipay of any changes to the Due Diligence Information as soon as reasonably practicable following such change.
b) Under this Agreement, Alipay directly or through its Affiliates will provide the Company with the following services (together, “Alipay Services”):
(A) processing of Payments made by Alipay Users in connection with any Transactions via Alipay’s Platform;
(B) authorization of such Payments;
(C) services relating to settlement with the Company at the Settlement Currency with respect to such Payments; and
(D) other related services and ongoing technical support in connection with any of the above.
c) The further roles and responsibilities of either Party in relation to the Alipay Services are set out in this Agreement.
d) An Alipay User will be able to fund the Transaction using Express Checkout or Alipay Account Balance, as provided by Alipay from time to time (each a "Transaction Funding Channel").
e) The Company must, at all times, only permit its customers to use the Alipay Services and submit Transactions to Alipay for provision of Alipay Services within the service scope as agreed between the Parties in writing (“Alipay Service Scope”).
2. Fee Calculation.
a) Service Fee.
(A) General. TheCompany shall pay Alipay the fees as set forth in Appendix 2 (the “Service Fee”) and in accordance with Clause2 of this Section A. All the Taxes in relation to the Service Fee shall be governed by Clause 11 in Section B.
(B) Payment of Service Fee. The Company agrees that Alipay may deduct, in whole or in part, any Service Fee that is due and payable but has not been paid by the Company, from the relevant Funds Available for Settlement.
(C) Over/Under-Charges. If Alipay charges the Company an amount that is more than the Service Fee set forth in this Agreement, Alipay will return the amount in excess of the Service Fee to the Company as soon as practicable. If Alipay charges the Company less than the Service Fee set forth in this Agreement, the Company shall pay the amount of outstanding Service Fee to Alipay immediately upon Alipay’s request. Neither Party shall be obligated to pay interest on such amounts.
b) Settlement Fee. Alipay agrees to waive the Settlement Fee. Alipay reserves the right to introduce a Settlement Fee with thirty (30) days prior written notice to the Company and in the event the Company does not agree to such adjusted fees, it is entitled, in its sole discretion, to terminate this Agreement upon thirty (30) days prior written notice.
3. Alipay Settlement Process.
a) Bank Account. The Company will bear all losses arising from the inaccuracy of its banking details provided to Alipay in writing.
b) Transaction List.Alipay or its Affiliates will make available for download by the Company each day a list of all the recorded Transactions during the immediately preceding day for which Payments have been received (the “Transaction List”). The Transaction List shall set out Alipay's determination of the Settlement Funds and the Net Settlement Amount and in the absence of any manifest error or valid dispute by the Company shall be final and binding on the Company in relation to such amounts.
c) Settlement Amount.Subject to Alipay exercising its rights to withhold, deduct or set-off in accordance with this Agreement, the amount which Alipay is obliged to settle to the Company under this Agreement shall be equivalent to an amount equal to the "Net Settlement Amount" in accordance with the formula set out below:
Net Settlement Amount = Settlement Funds – Refunds (if any, as specified under Clause 3.f) below) - any other amount that Alipay may deduct in accordance with its rights to withhold, deduct or set-off under this Agreement; and
Where: Settlement Funds = Funds Available for Settlement – Service Fee.
In the event Alipay fails to remit the Net Settlement Amount in accordance with the banking details provided by the Company, the Company and Alipay understand and agree that the Company's recourse shall be against Alipay and not the Alipay User.
d) Incidental Fee for Fund Transfer. In connection with the remittance of the Net Settlement Amount to the Company in accordance with this Section A, Alipay will be solely responsible for the bank charges (if any) imposed by either a bank through which Alipay initiates the remittance of such Net Settlement Amount or an intermediary bank where Alipay’s Affiliate has a bank account through which Net Settlement Amount will be routed on behalf of Alipay. For any other fees or charges imposed by any beneficiary bank (where the Company has a bank account), intermediary bank or other payment service provider passing or receiving such Net Settlement Amount on behalf of the Company, the Company shall be solely responsible for any such fees or charges. For the purpose of this Agreement, “initiate the remittance” means Alipay submitting remittance instructions to a bank for the purpose of commencing a funds transfer to the Company’s designated bank account (either directly or indirectly through an intermediary bank where Alipay’s Affiliate has a bank account).
e) Alipay User Dispute Guideline. When an Alipay User initiates with Alipay a complaint/dispute relating to the Company, the Company and Alipay shall follow the User Dispute Guideline set forth in Appendix 3, which may be amended and supplemented by Alipay from time to time
(A) If an Alipay User requests and is due a Refund in accordance with the Company’s after-sale service policy or a Refund is required by Applicable Law, the Company will instruct Alipay in a timely manner to make such Refund to the Alipay User’s Alipay Account in accordance with Alipay's Refund process set forth in this Clause 3.f).
(B) The Company hereby agrees to reimburse Alipay for each such Refund and for that purpose authorizes Alipay to deduct the amount of each Refund from the Settlement Funds and return such Refund to the relevant Alipay User in accordance with this Clause 3.f). If the Settlement Funds are insufficient, Alipay will notify the Company and the Company agrees to immediately pay to Alipay such Refund into Alipay's designated bank account or otherwise specified in the notice.
(C) If the amount of the Settlement Funds is not sufficient to process the relevant Refund, Alipay will be entitled to process the Refund only after the amount of such Settlement Funds becomes sufficient to pay the amount of such Refund or after Alipay otherwise receives from the Company an amount sufficient to process the Refund. For the avoidance of doubt, Alipay shall not be responsible for any claim or liability that the relevant Alipay User may seek from the Company in the event of any delay in processing such Refund. The Company agrees to indemnify and hold harmless Alipay for any losses and damages incurred by or awarded against Alipay in connection with such claims or liabilities.
(D) Alipay will not charge any Service Fee in respect of its deduction of Refund from the relevant Settlement Funds. Any Service Fee related to a Payment that is subject to a Refund and that has already been deducted from the Funds Available for Settlement will be repaid to the Company by Alipay upon the Refund being paid to Alipay.
(E) Alipay only accepts and processes Refund instructions from the Company in accordance with the terms set out in this Clause 3.f) if the request for Refund is made within 365 days from the date of the Transaction. The Company shall ensure that any refund limitations mentioned under this sub-clause (e.g. the 365-day refund deadline) are notified by the Company to the Alipay User, whether through the provision of its after-sale service policy to the Alipay User or any other appropriate and written communication that the Company has with the Alipay User, at the time of the Transaction.
(F) The Company will ensure that the Refund is only effectuated through the system interface provided by Alipay. No alternative methods for the Refund, including but not limited to bank remittance or topping up the Company’s membership account, are allowed.
(G) Alipay is not responsible for the payment of any interest in connection with a Refund.
g) Settlement by Amount. If the Company selects the “Settlement by Amount” option, Alipay will initiate remittance of the Net Settlement Amount in the selected Settlement Currency to the Company’s designated bank account (as notified to Alipay in writing) within two (2) Working Days from the date of the Transaction, provided that the amount of the relevant Settlement Funds reaches the Settlement Threshold. Where the Settlement Amount is less than the Settlement Threshold, the Net Settlement Amount shall be retained until the aggregate total Net Settlement Amount due to the Company totals the Settlement Threshold (or its equivalent amount in the relevant Settlement Currency). For the avoidance of doubt, Alipay is not obligated to pay interest on such retained amounts.
h) Settlement by Period. If the Company selects the “Settlement by Period” option, Alipay will initiate the remittance of the Net Settlement Amount in the selected Settlement Currency to the Company’s designated bank account (as notified to Alipay in writing) within two (2) Working Days from the last day of each relevant Settlement Period provided that the amount of the relevant Settlement Funds reaches the Settlement Threshold. Where the Settlement Amount is less than the Settlement Threshold, the Net Settlement Amount shall be retained until the aggregate total Net Settlement Amount due to the Company totals USD 100 (or its equivalent amount in the relevant Settlement Currency). For the avoidance of doubt, Alipay is not obligated to pay interest on such retained amounts.
i) Currency Conversion. Where the Service Fee or any other liability or payment obligation that the Company owes to Alipay under this Agreement is in a currency other than the Settlement Currency, the calculation of the Service Fee or such other liability or payment obligation will be reasonably set by Alipay with reference to the real time market rate published by the relevant third party PRC banks as of the date on which such Service Fee or other liability or payment obligation is incurred in accordance with this Agreement.
j) Liability. Notwithstanding any other provision of this Agreement, if a Disruption Event occurs, Alipay may, without limitation to any other rights it may have under this Agreement or Applicable Laws:
(A) postpone the respective obligations of Alipay and the Company to the first succeeding Working Day on which the Disruption Event ceases to exist; or
(B) in Alipay's absolute discretion, require a Settlement Currency to be changed to a different currency reasonably selected by Alipay,
Alipay shall not otherwise be responsible for any failure or delay in settling in accordance with this Clause 3.j).
k) Enquiry Regarding Settlement. Any inquiry by theCompany with respect to settlement shall be made in writing and the Company shall provide any information reasonably required by Alipay to assist with such enquiry. Alipay will, acting in a commercially reasonable manner, assist the Company in resolving the relevant matter and provide a written response to the Company within three (3) Working Days after receiving such written enquiry from the Company.
4. Rules for Unauthorized Payment.
a) The Company agrees that if Alipay determines, in its sole discretion, that certain features of the Alipay Services (including but not limited to the Transaction Funding Channels) may be subject to a high risk of Unauthorized Payments or fraudulent Transactions, Alipay may in its sole discretion, from time to time, suspend or terminate, with reasonable notice, the provision of such part of the Alipay Services, including but not limited to adjusting the types, issuing banks and payment limits (whether per Transaction or per day) of and on the payment methods that Alipay Users will be able to use to complete the Payments from time to time.
b) In any single calendar month, if the accumulative amount of Unauthorized Payments submitted by the Company exceeds (i) RMB 5,000 and (ii) 1/100,000 of the total Transaction Value of the Transactions submitted by the Company, the Company will, upon Alipay’s request, cooperate with Alipay to mitigate the risks of the relevant Transactions.
c) In the event that the Company fails to adopt any precautionary measure requested by Alipay within five (5) Working Days of receipt of Alipay’s notice, Alipay may exercise its right of termination or suspension under Clause 5.g)below.
5. Transaction Information.
a) Storage of Transaction Information. The Company shall establish and maintain an effective and adequate system to record information regarding each Transaction (the “Transaction Information”) and manage such information system effectively. The Company will maintain the Transaction Information for each Transaction for a period of five years after the completion of the Transaction.
b) Mandatory Transaction Information.The Company agrees to provide all necessary Transaction Information for each Transaction submitted by Company via Alipay’s Platform (“Mandatory Transaction Information”) as set forth below (as amended and notified to the Company from time to time):
Where the Transaction relates to goods, the following Mandatory Transaction Information must be provided:
Where the Transaction relates to services, the following Mandatory Transaction Information must be provided:
c) Alipay is not obliged to provide the Company with any Alipay Services (including processing or settlement of any Payments) unless Alipay receives the Mandatory Transaction Information for each Transaction submitted to Alipay. Alipay shall not be responsible for any claim or liability that the relevant Alipay User may seek from the Company in the event of any delay in processing a Transaction due to incomplete Mandatory Transaction Information provided by the Company.
d) Request for Transaction Information. Notwithstanding any other provisions of this Agreement and for the purpose of compliance with Applicable Laws pursuant to Clause5 of Section B, Alipay (and its Affiliates) reserves the right, at any time, to reasonably request Transaction Information by written notice to the Company (including by email) to review, evaluate, investigate or verify such Transaction Information. The Company must fully cooperate with Alipay or its Affiliates in a manner which is reasonably necessary to enable Alipay to comply with Applicable Laws or Alipay’s Internal Policies. In the event that the Company fails to provide any Transaction Information requested by Alipay or its Affiliates within the timeframe specified in the notice from Alipay, Alipay may exercise its right of termination or suspension under Clause 5.g) below.
e) Access. Subject to any legal restrictions under Applicable Law, the Company will procure that Alipay, the relevant service providers of Alipay and/or regulatory or governmental authorities having jurisdiction over Alipay be provided with or granted access to, the relevant Transaction Information including but not limited to information on the Company, the Company’s Platform, Products, and the amount, currency, time and counterparties to each Transaction, within three (3) Working Days of Alipay’s request. Subject to any restriction under Applicable Law, Alipay will advise the Company of the names of such service providers or regulatory/governmental authorities and the subject matter to which such requests relate.
f) Prohibited and Restricted Products.
(A) The Company fully acknowledges that Alipay must not provide Alipay Services with respect to any Transaction which is prohibited by this Agreement (including Payments in relation to Prohibited Products) or Applicable Law or violates Alipay’s Internal Policies. The Company will provide Alipay with information about its Products as reasonably requested by Alipay from time to time. The Company will not sell Products through Alipay’s Platform where such Products contain articles prohibited from being sold to Alipay Users under any Applicable Law, including without limitation the products listed in Appendix 1 to the extent applicable, which may be updated by Alipay and notified to the Company from time to time (together, “Prohibited Products”).
(B) Unless with the prior written consent of Alipay, the Company will not sell a Product through Alipay’s Platform where such Product is identified by Alipay as a restricted Product, including without limitation the Products listed in Appendix 1which may be updated by Alipay and notified to the Company from time to time (together, “Restricted Products”).
(C) The Company will ensure that no Transaction being submitted for Alipay’s processing involves or relates to any Prohibited Products or, in the case of Restricted Products, Restricted Products without Alipay's prior written consent (“Prohibited Transaction”). Alipay will have the right to refuse to provide Alipay Services with respect to any Prohibited Transaction, and exercise its right to immediately suspend or terminate Alipay Services (in part or in full) and any rights under Clause8of Section A. The Company will indemnify and hold Alipay harmless for any damages, losses and liabilities that Alipay may suffer arising from or in connection with such Prohibited Transactions.
g) In the event that:
(A) Alipay reasonably suspects that the Company has breached or defaulted under any material term of this Agreement;
(B) any of the events described in Clauses 4.b) and 4.c) above occurs in each of three (3) consecutive months;
(C) the accumulated amount of Unauthorized Payments submitted by the Company exceeds (i) RMB 50,000 and (ii) 1/10,000 of the total Transaction Value of Transactions submitted by the Company in each of two (2) consecutive months;
(D) Alipay reasonably suspects that the Company has suffered a Data Compromise and Alipay determines that such event may pose significant risks to Alipay’s systems or to Alipay Users; or
(E) the Company fails to provide Mandatory Transaction Information requested by Alipay or its Affiliates pursuant to Clause 5.b) above,
Alipay may in its sole discretion immediately terminate or suspend any Alipay Services provided to the Company (including processing or settlement of any Payments) by written notice (including by email) to the Company.
h) In the event that any Alipay Service has been terminated or suspended pursuant to either of Clauses 4or 5, Alipay is entitled to withhold at its sole discretion and pending a resolution of the suspension or termination as it may eventually determine, any amount payable or other liability of any nature that might be due, owing or incurred, by the Company to Alipay (or any Alipay’s Affiliate) from time to time under this Agreement from the Funds Available for Settlement, in an amount sufficient to cover Alipay's reasonable costs, expenses, losses or damages incurred or suffered as a result of the occurrence of the events listed in Clause 5.g). For the avoidance of doubt, Alipay is not responsible for any interest or costs that might be incurred in relation to any Funds Available for Settlement so withheld.
6. Fraud and Risk.
a) If an Alipay User claims that an Unauthorized Payment or an otherwise fraudulent Transaction has been submitted by the Company and made via Alipay’s Platform, the Company will comply with the following rules:
(A) Transaction Evidence. The Company will provide the Transaction Evidence within five (5) Working Days upon Alipay’s request.
(B) Reimbursement. If Alipay does not receive the Transaction Evidence or the Unauthorized Payment within the above period is a result of the willful default or negligence of the Company, the Company will immediately pay to Alipay an amount equal to the sum that Alipay has settled to the Company's designated bank account regarding the Transaction in question.
(C) Reimbursement Obligation. Provided that the Transaction Evidence has been requested, Alipay may, having made due enquiry to the Alipay User, determine to reimburse an Alipay User in the event of any Unauthorized Payment. The Company agrees to indemnify and hold harmless Alipay for the amount to be agreed between the Company and Alipay (each acting reasonably) that will be reimbursed to the Alipay User. For the avoidance of doubt, Alipay will not be entitled to set off, withhold settlement of or deduct such sum against any Settlement Funds held by Alipay and owed to the Company.
b) The Company agrees that, if Alipay reasonably believes that a number of Transactions constituteProhibited Transactions, Unauthorized Payments or other fraudulent Transactions, it will on reasonable prior written notice from Alipay, provide access to Alipay to the Company's premises during normal business hours so that Alipay may review and assess on site the Company’s risk management capabilities and the effectiveness of the Company in rejecting Prohibited Transactions, Unauthorized Payments or other fraudulent Transactions.
7. Alipay Payment Policies.
a) Responsibilities for Service Fee and Settlement Fee. The Company will pay any Service Fee and Settlement Fee for using the Alipay Services and will not, directly or indirectly, transfer any such Service Fees or Settlement Fee to its Alipay Users in addition to what the Company would normally charge Alipay Users for its Products in the normal course of business.
b) Alipay Wallet as Payment Method. The Company will not restrict its customers in any way from using Alipay Wallet as a Payment method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount from customers using Alipay Wallet to make Payments.
8. Set off and Withholding. Subject to Clause 5.h), the Company agrees that Alipay shall be entitled, at its sole discretion, to set off, withhold settlement of or deduct any sums payable and liability of any nature from time to time due, owing or incurred by the Company to Alipay (or any Alipay’s Affiliate) under this Agreement against any monies and liabilities of any nature, including Payments, from time to time due, owing or incurred by Alipay under this Agreement. The circumstances under which Alipay may exercise its rights under this Clause include, but are not limited to:
a) if an Alipay User requests and is due a Refund in accordance with Clause 3.f) above;
b) in the event of any over / under charges as per Clause 2.a)(C);
c) if the Company fails to comply with any term of this Agreement;
d) if the Company violates Alipay’s Internal Policies (as notified to the Company from time to time);
e) if the Company has become subject to bankruptcy, insolvency, reorganization, winding up or similar dissolution procedures;
f) if there has been a material deterioration in the financial condition of the Company and the Company is not able to provide evidence to rebut such assumption to Alipay's satisfaction (acting reasonably);
g) if any regulatory or legal authorities requires Alipay to suspend the settlement of any Transaction; and
h) if Alipay reasonably believes that any Transaction is: (i) a Prohibited Transaction, (ii) a suspicious transaction under Applicable Law, (iii) related to a failure by the Company to respond to information requests or dispute enquiries raised by Alipay within a reasonable period of time or (iv) in breach of the terms and conditions set forth under this Agreement.
The Company shall not be entitled to retain or set-off any amount owed to it by Alipay against any amount due from the Company to Alipay.
SECTION B - PARTIES' OBLIGATIONS AND RESPONSIBILITIES
1. Definitions. Capitalized terms in this Section B will have the meaning given to them in Section D.
2. Alipay Services. Alipay and its Affiliates will provide the Company with certain services as described in Section A. Each of Alipay (and its Affiliates, as the case may be) and the Company will perform and comply with their respective responsibilities set forth in this Agreement and Alipay’s Internal Policies.
3. Fees. In consideration for Alipay providing the Alipay Services to the Company in accordance with the terms of this Agreement, the Company will pay Alipay the Service Fee as set forth in Appendix 2and other fees or charges as set out in Section A. Alipay reserves the right to vary such fees upon thirty (30) days prior written notice and in the event the Company does not agree to such adjusted fees, it is entitled, in its sole discretion, to terminate this Agreement upon thirty (30) days prior written notice.
4. Representations and Warranties.
Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into this Agreement:
4.1. Authorization. The Party represents and warrants the following (collectively, the “Authorization Warranties”):
4.1.1. it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;
4.1.2. it is properly registered to do business in all the jurisdictions in which it carries on business;
4.1.3. it has all the licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business; and
4.1.4. it has the corporate power, authority and legal right to execute and perform this Agreement and to carry out the transactions and its obligations contemplated by this Agreement.
4.2. Validity. Each Party represents and warrants that this Agreement shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in this Agreement, no approval or consent of any person or Government Agency is legally or contractually required to be obtained by the Party in order to enter into this Agreement and perform its obligations.
4.3. No Conflicts. Each Party represents and warrants that the agreement to enter into this Agreement will not conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the Party; (ii) breach any obligations of the Party under any contract to which it is a party or (iii) violate Applicable Law.
4.4. Litigation. Each Party represents and warrants that there is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against or affecting the Party or any of its Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement.
5. Compliance with Law.
5.1. General. Each of the Parties will comply with Applicable Law in connection with the operation of its business and performance of its obligations under this Agreement including Alipay’s Internal Policies. The Company will at its own cost, keep such records and do such things as are reasonably necessary to ensure that Alipay complies with Applicable Law; provided always that the Company shall not be required to do anything which is inconsistent with or in breach of Applicable Law.
5.2. Anti-bribery and corruption. Each Party agrees to comply with all applicable anti-corruption laws, and will not pay or give, offer or promise to pay or give, or authorize the promise, payment or giving directly or indirectly of any monies or anything of value to any person or firm, including, but not limited to, those employed by or acting for or on behalf of the other Party or its Affiliates for the purpose of inducing or rewarding any favorable action in any matter related to the subject of this Agreement. Each Party agrees to promptly report to the other Party any potential or actual violations of any anti-corruption laws relating to this Agreement of which it obtains knowledge, and cooperate in good faith with the other Party in investigating any such violation.
5.3. Information Verification and Sharing. In order for Alipay to perform its obligations under this Agreement and fulfill applicable laws and regulatory requirements, upon reasonable request by Alipay, the Company will share records and information (including Transaction Information) with Alipay (and/or its Affiliates) from time to time and Alipay and its Affiliates are authorized by the Company to provide the relevant records and information to Government Agencies, regulatory authorities and third party service providers for examination, verification and other purposes as necessary.
5.4. AML Requirements. The Company shall comply with all Applicable Law on anti-money laundering, counter-terrorism financing and Sanctions (together, “AML”). The Company shall fully cooperate with Alipay’s reasonable due diligence (on site or in writing) of the Company’s AML policies and procedures, including but not limited to review of Sanctions and politically exposed people review, suspicious transactions monitoring and reporting.
5.5. Limitation and Reporting. In accordance with its AML, anti-fraud, and other compliance and security policies and procedures, Alipay may, in its sole discretion, impose reasonable limitations and controls on the Company’s ability to utilize the Alipay Services. Such limitations may include but are not limited to rejecting Payments and/or suspending/restricting any Alipay Service with respect to certain Transactions or customers and prospective customers of the Company. Alipay may, for the purposes of complying with relevant suspicious transaction reporting and tipping-off requirements under Applicable Law, report suspicious transactions to the relevant authorities without informing the Company.
6. Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED, ALIPAY DISCLAIMS ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS, IMPLIED, COMMON LAW OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, LICENSEABILITY, DATA ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND USE OF REASONABLE SKILL AND CARE OR THAT THE ALIPAY SERVICES, ALIPAY’S PLATFORM OR ANY APPLICATION, WEBSITE, PRODUCT PROVIDED OR USED IN CONNECTION WITH THE ALIPAY SERVICES WILL BE ERROR FREE OR OPERATE WITHOUT INTERRUPTION.
7.1. General Indemnity. Subject to Clause 8 below, each Party (the “Indemnifying Party”) will indemnify the other Party (the “Indemnified Party”) from and against all actions, claims, demands, liabilities, obligations, losses, costs (including, but not limited to legal fees, expenses and penalties) and interest suffered, incurred or sustained by or threatened against the Indemnified Party arising out of any breach or violation of this Agreement by the indemnifying Party or any gross neglect, willful misconduct, fraud or dishonesty by the indemnifying Party or any of its employees or agents.
7.2. Third Party IP Indemnity to Alipay. The Company shall indemnify Alipay and its Affiliates from and against all actions, claims, demands, liabilities, obligations, losses, costs (including, but not limited to legal fees, expenses and penalties) and interest suffered, incurred or sustained by or threatened against Alipay or its Affiliates arising out of (i) any license the Company has granted under Clause 9, (ii) the exercise by Alipay or its Affiliates of the rights granted to it in accordance with this Agreement, or (iii) the Company’s use of the Alipay Services other than in accordance with the terms of this Agreement, which a third party alleges as constituting unauthorized use or infringement of any of its Intellectual Property rights (“IP Claim against Alipay”).
7.3. Notwithstanding anything to the contrary, nothing under this Agreement shall be construed to exclude or limit the Company’s liability in connection with its obligations under Clause 3 of this Section B.
7.4. Withrespect to any indemnity under this Clause 7, the indemnifying entity shall be referred to as the “Indemnifying Entity" and each indemnified entity shall be referred to as the “Indemnified Entity". IP Claims against Alipay and any indemnification claims that arise under Clause7.1 above shall be collectively referred to as the "Indemnification Claims".
7.5. Treatment of the Indemnification Claims. If an Indemnification Claim comes to the notice of an Indemnified Entity:
7.5.1. the Indemnified Entity must notify the Indemnifying Entity in writing as soon as reasonably practicable after becoming aware of the Indemnification Claim and so far as reasonably practical provide details of the nature and amount of the Indemnification Claim;
7.5.2. the Indemnified Entity must, at the Indemnifying Entity’s cost, promptly provide all assistance reasonably requested by the Indemnifying Entity in relation to the Indemnification Claim;
7.5.3. the Indemnified Entity must take all reasonable steps to mitigate the losses, damages, costs and/or expenses incurred by it arising from the Indemnification Claim;
7.5.4.the Indemnifying Entity will have sole control of the defense or settlement of the Indemnification Claim and any related settlement negotiations (albeit with the Indemnified Party having a right to be reasonably consulted and updated), unless Alipay and the Company jointly own the Intellectual Property rights in the material that is the subject of the Indemnification Claim, in which case, Alipay and the Company will share the control over the defense of the Indemnification Claim and any related settlement negotiations, unless otherwise agreed between them; and
7.5.5. if, contrary to Clause 7.5.4, the Indemnifying Entity agrees to allow the Indemnified Entity to defend the Indemnification Claim, the Indemnified Entity must comply with the Indemnifying Entity's reasonable directions in relation to the conduct of such defense and must not settle the Indemnification Claim without the Indemnifying Entity's prior written consent.
8. Liability and Limitation.
8.1. Recovery of Costs or Damages. Notwithstanding anything stated under the Agreement, the Company agrees that Alipay shall be entitled to recover any reasonable costs, expenses, losses or damages incurred or suffered as a result of the Company's failure to comply with a material term of the Agreement including, but not limited to, any losses incurred by Alipay with respect to Prohibited Transactions in Clause 5.f) of Section A or the Company's failure to provide Mandatory Transaction Information as requested by Alipay in Clause 5.b) of Section A which causes or has the potential to cause Alipay to violate Applicable Laws.
8.2. Limitation. To the extent permitted under Applicable Law, under no circumstances will Alipay or its Affiliates be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits (whether direct or indirect), indirect, incidental, special, consequential or exemplary loss, or punitive damages, each of which is excluded by agreement of the Parties regardless of whether such losses and/or damages were foreseeable or whether the Company has been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, other than Alipay’s settlement obligations under Clause 3 of Section A, Alipay’s aggregate liability, including for claims, expenses, damages or indemnity obligations under or in connection with this Agreement or the Alipay Services, will not exceed the lesser of (a) USD$500,000 and (b) the total fees payable by the Company to Alipay for the Alipay Services provided in the calendar months (up to six (6) complete calendar months) preceding the date of the first event giving rise to a claim upon which liability is based.
9. Intellectual Property.
9.1. Alipay License to the Company. Alipay owns or has been granted the appropriate licenses by the relevant owner to use, all right, title and interest in and to the Alipay Services, Alipay’s Platform and the Alipay branding and logo, including the rights to all related Intellectual Property. Subject to the terms of this Agreement and, as the case may be, any agreement between Alipay and the owner of the relevant Intellectual Property, Alipay hereby grants the Company during the term of this Agreement, a license to use the relevant Intellectual Property in the Alipay Services, the Alipay's Platform and the Alipay branding and logo (it owns or is entitled to use) solely for the purpose of using the Alipay Services in accordance with this Agreement. Such license to use the relevant Intellectual Property granted in favor of the Company is non-exclusive, non-sublicensable and non-transferrable, and may be modified or revoked by Alipay in writing at any time during the term of this Agreement. The Company shall be permitted to use Alipay's branding and logo solely as required for the purpose of using the Alipay Services and strictly in accordance with the provisions of Clause 3 of Section C. The Company agrees that the licenses granted under this Clause 9 and the Company's use of such Intellectual Property under this Agreement will not confer any proprietary right, and the Company agrees to take reasonable care to protect all such Intellectual Property from infringement or damage and cease all use of such Intellectual Property immediately upon termination of this Agreement.
9.2. Company License to Alipay. During the term of this Agreement for the limited purposes of performing the obligations set forth in this Agreement and subject to the terms of this Agreement, the Company grants to Alipay and its Affiliates a non-exclusive, non-transferable and royalty-free license to use, reproduce, publish, distribute and transmit any of the Company’s marketing materials, proprietary indicia or other similar items containing the Intellectual Property of the Company ("Company IP") necessary for Alipay and its Affiliates to perform its obligations contemplated by this Agreement and to refer to the name of the Company in the public announcement as one of the partners using the Alipay Services. The Company represents and warrants to Alipay that it has obtained all necessary authorities, permissions, approvals and licenses to license the Company IP to Alipay and its Affiliates and that the Company IP does not infringe the Intellectual Property of any third party and is (and will be) free from Malicious Code.
9.3. All the Intellectual Property belonging to a Party or its Affiliates prior to the Effective Date of this Agreement shall remain vested in such Party. Any Intellectual Property, which is produced by or on behalf of Alipay (or its Affiliates) or derived in relation to the data or information provided by the Company within the scope of cooperation contemplated under the Agreement shall be the exclusive Intellectual Property owned by Alipay.
10. Data privacy. The Company shall be solely responsible, where applicable, for obtaining any necessary consent as may be required under Applicable Law for the collection, use, disclosure and transfer of Personal Information. Each Party will take all commercially reasonable endeavors to ensure that the Personal Information is protected against misuse and loss, or unauthorized access, modification or disclosure and will promptly notify the other Party of any loss of, or any unauthorized disclosure of or access to, the Personal Information. Each Party may retain records of Payments for complying with Applicable Law and internal compliance requirements. “Personal Information” means personal information or data, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or data, processed by either Party in connection with this Agreement. Alipay may transfer Transaction data, including Personal Information, to any of its Affiliates that have been delegated any of its obligations under this Agreement.
11.1 To the extent permitted by Applicable Law, all Taxes arising from or in connection with all payments between Alipay and the Company under this Agreement shall be for the account of and liability of the Company, unless agreed otherwise in writing by the Parties.
11.2 For the avoidance of doubt, (i) all amounts payable by the Company to Alipay under this Agreement are exclusive of any Taxes imposed by the relevant taxation authority of the applicable jurisdictions to which the Company is subject which shall be for the account of the Company; and (ii) any Taxes imposed by the relevant taxation authority of the applicable jurisdictions to which the Company is subject, including without limitation value added tax or other Taxes of similar nature, arising out of or in connection with any Transaction or this Agreement, shall be for the account of the Company.
11.3 Each Party shall be responsible for any and all of the Excluded Taxes that it is liable for under Applicable Law.
11.4 Where a Party is required under Applicable Law relating to the Taxes to fulfill its Tax obligations, including but not limited to common reporting standards, imposed by any taxation authority, the other Party shall promptly provide the information and documents as requested by that Party to the extent permitted by Applicable Law.
11.5 Nothing contained in this Agreement is intended to result in one Party assisting the other Party to evade any Taxes in the applicable jurisdictions to which the other Party is subject.
12. Confidential Information. Each Party acknowledges that the Confidential Information of the other is valuable to it and agrees to treat as confidential all Confidential Information received from the other Party in connection with this Agreement. Neither Party will disclose such Confidential Information to any third party except to its Affiliates, employees, officers, agents, suppliers, advisors who have the need to access the Confidential Information for such Party to perform its obligations under this Agreement or as required by Applicable Law or government authorities, and in each case, the disclosing Party will, to the extent permitted under Applicable Law, give the other Party prior notice of such disclosure. Upon termination of this Agreement or at the written request of the other Party, each Party will promptly return or destroy all material embodying Confidential Information of the other Party. Notwithstanding the foregoing, each Party may retain reasonable copies of the other Party's Confidential Information to comply with Applicable Law or in order to exercise its rights under this Agreement, provided that such retained Confidential Information will not be disclosed or used for any other purposes. “Confidential Information” means all non-public, proprietary or other confidential information, whether in oral, written or other form, including but not limited to: the content and performance of this Agreement, business plans, capitalization tables, budgets, financial statements; costs, prices, and marketing plans, contracts and licenses, employee, customer, supplier, shareholder, partner or investor lists, technology, know-how, business processes, trade secrets and business models, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical design, user interfaces and other Intellectual Property, including that of any customer, supplier or other third party (including, in the case of Alipay, the interface technologies, security protocol and certificate to any other website or enterprise provided by Alipay). Regardless of whether the receiving Party obtains such information solely or partially from the disclosing Party, Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the receiving Party) generally known to the public; (ii) was in the receiving Party’s possession or known by it prior to receipt from the disclosing Party; (iii) was lawfully disclosed to the receiving Party by a third party and received in good faith and without any duty of confidentiality by the receiving Party or the third party; or (iv) was independently developed without use of any Confidential Information of the disclosing Party by employees of the receiving Party who have had no access to such Confidential Information.
13. Publicity. Neither Party will issue any press release or make any public announcement pertaining to this Agreement without the prior written consent of the other Party unless required by Applicable Law binding the Party. Notwithstanding the foregoing, the Company agrees that the preceding limitation will not be interpreted to prevent Alipay from making statements about Alipay’s business or about the Alipay Services in general in or outside of the jurisdiction where the Company is located, including but not limited to identifying the Company as a business partner using the Alipay Services or making references publicly to the Company’s name, logo, trademarks or a general description of the Company’s cooperation with Alipay for business development purpose.
14.1. Communications in writing.
14.1.1. Any communication to be made in relation to this Agreement shall be in writing and shall be delivered by e-mail or other similar electronic communication.
14.1.2. An e-mail or other similar electronic communication will be treated as being in writing and an electronic communication from any Party to this Agreement shall be valid even if such communication does not bear its signature (by way of an autograph or in signature, or electronic signature or otherwise) or a signatory for or on its behalf.
14.2. Addresses. The contact details of each Party for any communication or document to be made or delivered in relation to this Agreement is as notified to Alipay in writing.
14.3. Delivery. Any communication or document made or delivered in connection with the Agreement shall be effective upon receipt and shall be deemed to have been received if delivered by e-mail or any other electronic communication, when sent in legible form to the email address as notified to Alipay in writing, and in the case of the Company, the Company Alipay ID. For the avoidance of doubt, and unless there are provisions to the contrary, the time at which an email or any other electronic communication is sent shall be determined by the place where such email or any other electronic is sent by the sender.
14.4. Updates. The Parties may, in writing, update and amend the contact details for communication and notices from time to time. If the Company change its contact details but fails to notify Alipay of such change, notices provided by Alipay marked to the attention of the Company's contact person and sent to the address or email address as notified to Alipay shall be deemed compliant with this Clause 14. Notwithstanding the foregoing, the Parties agree that e-mail or other similar electronic communication will not constitute valid service of notice to terminate this Agreement.
15. Variation. The Company acknowledges that the terms of this Agreement may be waived, varied or supplemented through notification issued by Alipay to the Company from time to time to comply with Applicable Law or make changes which do not materially affect the nature or quality of Alipay Services. The Company shall respond to such notification within two (2) weeks of receipt following which the Company is deemed to have accepted the change. Any change materially affecting the provision of Alipay Service to the Company shall entitle the Company to terminate this Agreement by providing thirty (30) days' prior written notice. All notifications issued by the Company will be sent to the Company Alipay ID. The Company must provide at least three (3) Working Days' notice to Alipay before changing the Company Alipay ID for receiving notifications issued by Alipay. Alipay may publish or distribute updated versions of this Agreement periodically or from time to time to incorporate the terms of relevant notifications issued by Alipay or to reflect any changes thereto.
16. Term and Termination.
A. General. The term of this Agreement will be valid for a period of one (1) year from the Effective Date (the “Initial Term”). This Agreement will renew automatically for successive one-year terms (each, a “Renewal Term”) unless it is terminated by the Company or Alipay with thirty (30) days’ notice prior to the end of the then-current Term.
B. Cause. Alipay may terminate or suspend the Alipay Services (including processing or settlement of any Payments), in part or in whole, in its sole discretion and without notice to the Company if Alipay reasonably suspects that the Company has breached or defaulted under any term of this Agreement. The Company may terminate this Agreement with immediate effect (i) for breach of this Agreement by Alipay if such breach is curable but not cured within thirty (30) days of notice being given by the Company to Alipay; or (ii) for material breach of this Agreement by Alipay, immediately upon notice being given by the Company to Alipay. For the purposes of this Agreement, if Alipay becomes subject to bankruptcy, insolvency, reorganization, winding up or similar dissolution procedures, such occurrence will be deemed a material breach by Alipay of this Agreement.
C. Alipay Compliance. Notwithstanding any other provision of this Agreement, Alipay may immediately terminate or suspend Alipay Services (including processing or settlement of any Payments) and this Agreement, in part or in whole, if Alipay determines, in its sole discretion, that compliance with this Agreement would cause Alipay or any of its Affiliates to breach applicable Sanctions or violate or potentially violate any Applicable Law to which Alipay or any of its Affiliates is or becomes subject to.
D. For Convenience. Alipay may terminate this Agreement without cause on giving thirty (30) days’ notice to the Company.
E. Withholding upon Termination. In the event that any Alipay Services has been terminated or suspended, in part or in whole, under this Agreement Alipay is entitled to withhold at its sole discretion, any amount payable or other liability of any nature that might be due, owing or incurred, by the Company to Alipay (or any Alipay Affiliate) from time to time under this Agreement from the Funds Available for Settlement. For the avoidance of doubt, Alipay is not responsible for any interest or cost that might be incurred in relation to any Funds Available for Settlement so withheld.
F. Survival. Upon termination of this Agreement, the respective obligations of the Parties set out in this Agreement will cease other than obligations and rights of the Parties under Clauses 7 to 14 and 17 to 29 of this Section B and those provisions which by their terms are intended to survive any termination (including payment obligations already accrued). Any amounts due and payable under Clause 3 of this Section B shall survive termination and continue to be due and until such amounts are paid in full by the Company.
17. No Agency. Each Party confirms that it is entering into this Agreement in its own capacity for its own account and is not acting as a nominee or agent of any other third party.
18. Force Majeure. No Party, its Affiliates or agents will be held liable for any default, delay or failure in performing its obligations under this Agreement resulting directly or indirectly from acts of nature, forces or causes beyond such Party’s, its Affiliates’ or agents’ reasonable control, including without limitation, (i) fire, flood, element of nature or other act of God, (ii) outbreak or escalation of pandemics, epidemics, hostilities, war, riot or civil disorder, or act of terrorism; (iii) internet failure, computer, telecommunications, electrical power failure or any other equipment failure; (iv) labor dispute (whether or not employees’ demands are reasonable or within the Party’s power to satisfy), (v) act or omission of a government authority prohibiting or impeding the affected Party (or its Affiliates or agents) from performing its obligations under this Agreement, including order of a domestic or foreign court or tribunal, governmental restriction, Sanctions, restriction on foreign exchange controls, etc. or (vi) the nonperformance by a third party for any similar cause beyond the reasonable control of the Party (each a “Force Majeure Event”). If a Force Majeure Event occurs, the non-performing Party will be excused from any further performance of the obligations affected by the event only for as long as the Force Majeure Event continues and only to the extent of such Force Majeure Event and the Party continues to use commercially reasonable efforts to resume performance.
19. Governing Law/Dispute Resolution.
19.1. This Agreement will be governed by and construed under the laws of Singapore, without regard to its principles of conflict of laws.
19.2. Any dispute, controversy or claim arising out of, in connection with or relating to this Agreement, including the interpretation, validity, invalidity, breach or termination, will be settled by arbitration. The arbitration will be conducted in Singapore in accordance with the Singapore International Arbitration Centre Administered Arbitration Rules in force when a Notice of Arbitration (as defined therein) is submitted in accordance with the said Rules. The number of arbitrator will be one (1). The arbitration will be conducted in English.
20. Costs and Expenses. Except as expressly set forth in this Agreement, each Party will be solely responsible for all costs and expenses incurred by it in connection with providing or receiving the Alipay Services.
21. Entire Agreement. This Agreement (and the documents referred to in it), together with Alipay’s Internal Policies is the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous agreements and understandings.
22. Assignment. This Agreement and the rights and obligations of the Company to this Agreement may not be assigned, transferred, subcontracted or delegated by the Company, by operation of law or otherwise. Alipay, in its discretion, can assign or transfer this Agreement or any of Alipay’s rights and obligations under this Agreement to any Alipay Affiliate, or to any third party.
23. No Implied Waiver. The waiver by either Party of a breach or default of any provision of this Agreement by the other Party, or the failure on the part of either Party to exercise any right or privilege will not be construed as a waiver of any subsequent breach or default by the other Party, or as a waiver of any such provision, right, or privilege.
24. Relationship. Nothing contained in this Agreement will be construed as creating a joint venture, partnership, agency, fiduciary or employment relationship among or between the Parties.
25. Severability. If any provision of this Agreement is not enforceable, the remaining provisions remain valid and enforceable.
26. Participation of Alipay’s Affiliates. Alipay may delegate or sub-contract any or all of its obligations under this Agreement to any of its Affiliates, agents or service providers, provided that Alipay remains responsible to the Company for the performance of its obligations under the Agreement.
27. Third Party Rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Ordinance (or any equivalent legislation under Applicable Law) to enforce any term of this Agreement save that the obligations of the Company under this Agreement are owed to Alipay's Affiliates each of whom may enforce the terms of this Agreement against the Company.
28. Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the relevant section.
29. Language. This Agreement has been prepared in English. In the event of any inconsistency between the original English version and any translation, the English version shall govern.
This Section C contains roles and responsibilities of the Parties regarding the usage of Alipay Services.
1. Responsibilities of Alipay.
Alipay and/or its Affiliates will use reasonable commercial efforts to perform the Alipay Services, including as follows:
A. Encryption. Subject to Clause 5 of this Section C, Alipay and/or its Affiliates will provide the Company with encrypted access to Alipay’s Platform, including but not limited to access to the Company’s interface for transmission of Transaction information and configuration of the safety transmission protocol.
B. Safeguarding. Alipay will hold all amounts payable to the Company under this Agreement separate from its corporate funds.
C. Bankruptcy. If Alipay enters into bankruptcy or liquidation, Alipay will not voluntarily make the amounts payable to the Company under this Agreement part of Alipay's bankrupted or liquidated assets, the Company will have the right to collect such amounts in accordance with Applicable Law.
2. Responsibilities of the Company.
A. Information Accuracy and Changes. The Company is responsible for ensuring that all of the information disclosed to Alipay in connection with this Agreement is materially true, accurate and complete. The Company will promptly inform Alipay of any action or event of which it becomes aware that has the effect of making materially inaccurate, any of the Company’s representations or warranties.
B. Company’s Own Use/Fraud Prevention. The Company will only use the Alipay Services for its own business operations and in such manner as stated in this Agreement. Any use of Alipay’s services (including the Alipay Services) by the Company for the benefit of or on behalf of any third party, including any use of the payment interface provided by or on behalf of Alipay in connection with this Agreement, for performing any commercial or non-commercial services for platforms, websites, applications operated by or on behalf of any third party, is strictly prohibited. The Company will ensure that the Alipay Services are not used for any purpose of account top-up, account transfer or any other purpose that is solely related to funds transfer without an underlying Transaction or otherwise not explicitly permitted by Alipay under this Agreement.
The Company shall not act in any way which may directly or indirectly impair or detract from the goodwill or reputation of Alipay, its Affiliates or related parties and shall use commercially reasonable efforts to protect the same. The Company shall not, directly or indirectly, distribute or send any Malicious Code to or through Alipay’s Platform and Alipay Users.
C. Transaction Management. The Company, including any of the Company’s computer software programs, software development kits (SDK) or service procedures, will use the Alipay Platform in accordance with this Agreement and will ensure its system meets the software requirements and service process provided by Alipay with respect to order handling and goods delivery or service provision, which may be updated from time to time. Alipay will not be responsible for any loss or damages due to the malfunction of the Company’s own system.
D. Alipay User Disputes. The Company will be solely liable for dealing with Alipay Users in relation to the complaints or rejections of Products initiated by such Alipay Users.
E. Security. The Company will comply with all security requirements notified to the Company by Alipay. In the event of the Company’s breach of any information security requirement or when it comes to the Company’s knowledge that such breach has occurred (including but not limited to information security incidents, whether it is due to the Company’s action), the Company shall notify Alipay immediately and comply with all reasonable directions of Alipay in respect of the breach, including but not limited to taking actions to suspend the use of Alipay Services or to limit the traffic causing the breach. Alipay reserves the right to conduct due diligence relevant to the information security of the Company with prior notice to the Company.
3. Alipay Presentation Guidelines.
The Company shall display the brand or logo of Alipay in parity on each relevant checkout page with all other forms of payment method accepted by the Company, such as on mobile applications or promotional materials of the Company (as applicable), in each case where payment options are featured for the purchase of Products. Alipay’s logo and content must be used only for the purpose of indicating acceptance of Alipay by the Company as a form of payment, unless otherwise authorized by Alipay. The Company will present an accurate description of the Alipay Services in accordance with Alipay’s guidance as issued from time to time. In the event that Alipay notifies the Company of suggestions, issues, concerns related to or breaches of logo and content use, the Company shall respond to rectify such use in a timely manner.
4. Allocation of a Company Alipay ID. Alipay will allocate an account to the Company, which is linked to the email address provided by the Company (“Company Alipay ID”). The Company Alipay ID will be used to track Transaction records and information in relation to the Alipay Services. Alipay may, in its discretion, allocate an additional Company Alipay ID to the Company after receiving notification that the Company wishes to apply for a new Alipay account from the Company’s registered email address. Upon receiving the Company Alipay ID, the Company will be solely responsible for changing the relevant default security credentials of the Company Alipay ID to ensure its Company Alipay ID is secure and confidential. The Company is solely responsible for keeping the Company Alipay ID secure and for all activity, liability and damage resulting from the Company’s failure to keep the Company Alipay ID confidential or secure. The Company will immediately notify Alipay of any unauthorized use of the Company Alipay ID or any breach of its security. The Company will not provide the Company Alipay ID credentials to any third party without Alipay’s express written permission. The Company agrees that all officers, employees, agents, representatives and others having access to the username and/or password have been duly authorized by the Company to use the relevant Company Alipay ID on the Company’s behalf and to legally bind the Company. The Company will be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by the Company, that access the Alipay Services using the Company Alipay ID.
5. Downtime. Alipay’s website (www.alipay.com) and Alipay’s Platform are subject to maintenance, repairs, inspections, modifications and improvements, during which the Alipay Services may not be available. To the extent that any scheduled downtime adversely affect any Alipay Services provided to the Company, such scheduled downtime will be notified by Alipay to the Company with reasonable notice.
A. Launch. Alipay and the Company will use commercially reasonable efforts to launch the Alipay Services in an efficient and cost-effective manner, which will include the implementation of the Alipay Services on the Company’s Platform, the development of APIs, technical integrations, and data exchanges as necessary.
B. Joint Marketing. In Alipay’s discretion, Alipay and the Company will discuss in good faith joint marketing programs to promote the Alipay Services. Any formal marketing programs may be implemented as the Parties may agree, but in any event no sooner than one month after the Company’s Platform has been successfully configured to accept the Alipay Services as a means of payment by its customers.
C. Media Announcement. As requested by Alipay in its discretion, the Company will consult with Alipay in good faith to find the most appropriate way to announce the business cooperation between the Parties in the media and the Company will share relevant data approved by the Company and Alipay to demonstrate success of the business relationship after six months of using the Alipay Services.
SECTION D - DEFINITIONS
Unless otherwise defined in this Agreement, the following terms have the following meanings (for both the singular and plural):
means: (a) a director, officer, partner, member, manager, executor or trustee of such person and (b) any person directly or indirectly controlling, controlled by, or under common control with, that person. For purposes of this definition, “control,” “controlling,” and “controlled” mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise;
means an account allocated to an Alipay User by Alipay or its Affiliates upon completion of registration at Alipay’s designated website at www.alipay.com. Each Alipay Account is for payment and collection between Alipay or its Affiliates and the applicable Alipay User;
Alipay Account Balance
means one of the payment funding sources whereby Alipay Users can use the stored value in his or her Alipay Wallet to make Payments;
means the payment processing system developed by Alipay or its Affiliates;
has the meaning given to it in Clause 1 of Section A;
Alipay Service Scope
has the meaning given to it in Clause 1 of Section A;
means an individual who has completed Alipay’s or Alipay's Affiliate's membership registration process and has opened an Alipay Account;
means a digital wallet operated by Alipay or its Affiliates, which has stored value funded through a variety of funding sources and enables Alipay Users to make Payments for Products on the Company’s Platform;
means any applicable law, regulation, rule, policy, judgment, decree, order or directive, at a state or local level, including, without limitation, any regulatory guidelines or interpretations or regulatory permits and licenses issued by governmental or regulatory authorities having jurisdiction over the relevant Party, that are applicable to a Party or its business or which the Party is otherwise subject to, in each case in force from time to time;
Company Alipay ID
has the meaning given to it in Clause 4 of Section C;
means the platform on which the Company uses the Alipay Services;
means any loss, theft, unauthorized access of revealing of any personal data of Alipay Users or data related to Transactions held by the Company (including its employees, agents, sub-contractors and other acting on its behalf);
means an event which impacts on Alipay's ability to meet its obligations to the Company under Clause 3.j) of Section A, including (without limitation):
a) any Force Majeure Event;
b) any event affecting the convertibility of the Settlement Currency, including events which, in the reasonable opinion of Alipay, makes it impractical or undesirable to convert the Settlement Currency of the Company into the Settlement Currency of any other company;
c) any event affecting the transferability of the Settlement Currency, including any event which, in the reasonable opinion of Alipay, makes it impractical or undesirable to deliver the Settlement Currency of the Company to the Territory of the Company, or for the Settlement Currency of the Company to be delivered to an account outside of the Territory of the Company or to other accounts within the Territory of the Company;
d) the Settlement Currency becomes illiquid, including because it becomes, in the reasonable opinion of Alipay, impracticable to obtain a firm quote for converting a currency to the Settlement Currency or vice versa in respect of the Net Settlement Amount on any Working Day that the Net Settlement Amount is paid to the Company;
e) the Settlement Currency ceases to exist or splits into different currencies; or
f) any change in Applicable Law which adversely impacts Alipay’s ability to clear and settle Transactions in accordance with this Agreement, or would otherwise result in a legal or regulatory risk to Alipay in connection with Alipay Services, including any change which would result in a need for Alipay to obtain additional authorisations, licenses, endorsements, registrations or other such matters from a Government Agency or self-regulatory body;
Economic and Trade Sanctions Laws
means those Applicable Laws imposing economic or financial sanctions, trade embargoes, export controls and anti-boycott laws and regulations;
means the date when Alipay has notified the Company that the Company has been accepted as a merchant for receipt of Alipay Services;
means one of the payment funding sources whereby an Alipay User may debit directly from the Alipay User’s bank card associated with his/her Alipay Account to make Payment by completing relevant identification verification procedures (if any);
Force Majeure Event
has the meaning given to it in Clause 18 of Section B;
Funds Available for Settlement
means the aggregate amount of Payments in RMB processed/collected by Alipay or its Affiliates with respect to all Transactions yet to be settled to the Company;
means any government, semi-governmental, statutory, administrative, revenue, fiscal or judicial body, department, commission, authority, agency, tribunal, public or other person having jurisdiction in connection with the activities contemplated by the Agreement and includes any body having regulatory or supervisory authority over any part of the business or affairs of Alipay or the Company;
means any (i) copyright, patent, know-how, domain names, trademarks, trade names, service marks, brand names, corporate names, logos and designs (whether registered or unregistered) and all associated goodwill; (ii) applications for registration and the right to apply for registration for any of the same; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world (including its application programming interfaces);
means any internal policies of Alipay or its Affiliates with respect to the provision of Alipay Services as notified to the Company from time to time;
means any and all viruses or any other contaminants (including codes, commands, macros, instructions, devices, techniques, bugs, web bugs, or design flaws) that access (without authorization), alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down a Party’s or any of its respective Affiliates’ computer systems, networks, infrastructures, devices, websites, databases, software or other data or property;
Mandatory Transaction Information
has the meaning given to it in Clause 5.b) of Section A;
Net Settlement Amount
has the meaning given to it in Clause 3.c) of Section A;
means the payment in RMB representing the relevant Transaction Value made or to be made by an Alipay User for the purposes of completing the relevant Transaction;
means the confirmation that a Payment has been made by an Alipay User;
means the People’s Republic of China, but for the purposes of this Agreement does not include Taiwan, Hong Kong Special Administrative Region and Macao Special Administrative Region;
means any and all goods, products, services and/or items that the Company makes available for sale to any person, including Alipay Users, on the Company’s Platform;
has the meaning given to it in Clause 5.f) of Section A;
has the meaning given to it in Clause 5.f) of Section A;
means, as appropriate, either (i) the process whereby a Payment already made by an Alipay User is credited, in whole or in part, to that Alipay User as instructed by the Company or (ii) the amount of such returned funds;
means Ren Min Bi being the lawful currency of the PRC;
means the Economic and Trade Sanctions Laws and related regulations, rules or restrictive measures administered, enacted or enforced by a Sanctions Authority;
means a Government Agency responsible for the administration, enactment or enforcement of Economic and Trade Sanctions Laws, and related regulations, rules or restrictive measures;
has the meaning given to it in Clause 2 of Section A;
means the currency as nominated by the Company and notified to Alipay in writing;
means the amount equal to the Funds Available for Settlement less any Service Fee payable, which is payable to the Company in accordance with this Agreement;
means, as the case may be, (i) with respect to the settlement option of Settlement by Period, the period of time as indicated by the Settlement Frequency nominated by the Company and notified to Alipay; or (ii) with respect to Settlement by Amount, the interval between two successive settlements that are triggered in accordance with Clause 3.h) of Section A;
means the threshold agreed between the Parties in writing that will trigger settlement in accordance with either Clauses 3.g) or 3.h) of Section A;
means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof;
For the avoidance of doubt, reference to “Tax” excludes any of the foregoing which are (i) franchise taxes, or (ii) property, personal property or rental taxes, or (iii) other taxes not applicable on the Service Fee or Settlement Fee or Settlement Funds (collectively, "Excluded Taxes");
means, as appropriate, either the Initial Term or any Renewal Term, each as defined in Clause 16 of Section B;
means the countries, states or jurisdictions where Alipay Service will be offered as agreed between the Parties in writing;
means the sale and purchase transaction of Product(s) by an Alipay User from the Company, payment for which is effected through the Alipay Platform;
means such evidence as Alipay reasonably requires, including the names and prices of the Product(s) to which the disputed Payment relates, together with relevant proof that the Product(s) have been properly delivered or rendered to the Alipay User, and, without limitation, video footage (e.g. CCTV), Transaction receipt and the name and contact information of the Alipay User who made Payment for the Product (if collected by the Company);
Transaction Funding Channel
has the meaning given to it in Clause 1 of Section A;
means, with respect to each Transaction, the amount (including any discount) payable by the Alipay User to the Company in respect of the relevant Product(s);
means any Payment that has not been authorized by the relevant Alipay User; and
means a day (other than a Saturday or a Sunday or any public holiday) on which banks generally are open in Singapore, Hong Kong and the PRC for the transaction of normal banking business. For the purpose of Clauses 3.g) and 3.h) of Section A, Working Day means a day (other than a Saturday or a Sunday or any public holiday) on which banks generally are open in Singapore, Hong Kong, the PRC and the country/city involved in the conversion and transfer of Settlement Currency for the transaction of normal banking business.
Appendix 1 - Lists of Prohibited and Restricted Products
Part A - Prohibited Products
Information of endangering national security, including promoting terrorist and extremist organizations, subversion of state power, and disseminating state secrets
Discriminatory or degrading information related to race, gender, religion, region, etc.
Pornographic and/or vulgar audio-visual products, pictures, channels, and publications
Pornographic and/or vulgar erotic services (including but not limited to sex chatting and prostitution)
Oral or external aphrodisiac products that can cause others to temporarily lose resistance and/or consciousness
Gambling devices and accessories
Narcotics and related accessories and paraphernalia
Anesthetic and psychotropic drugs
Weapons of all types (including but not limited to knives, firearms and accessories, replica weapons, ammunitions and explosives)
Military or police equipment
Poisonous or hazardous chemicals
Explosives and explosive devices
Flammable and explosive chemicals
Asbestos and products containing asbestos
Ozone depleting materials
Highly toxic pesticides
Fireworks and firecrackers
Medical toxic drugs, radiopharmaceuticals and special pharmaceutical products
Aphrodisiacs, diet pills and health products containing prohibited ingredients
Fetal gender determination products or services
Online sale of prescription medicine
Online sale of medical services, including medical consulting, hypnotherapy, plastic surgery
COVID-19 test kits
Online sale of tobacco including cigarettes
Online sale of electronic cigarettes, electronic cigarette liquids
Online sale of tobacco-making materials and machineries
Human organs and remains
Archaeological and cultural relics
Any trading in tax invoices issued within the Peoples Republic of China
Trading or distribution of currency (both RMB and foreign currencies, including crypto-currencies)
Antiques and artwork
Banking products and services (including any type of loans)
Insurance products and platforms
Stocks and securities
Illegal sale of financial information (e.g. bank accounts, bank cards)
Sale of acceptance terminals
Trading or sale of virtual currencies (e.g. Bitcoin, Litecoin)
Cashback from Alipay account
Illegal or unregistered fund-raising activities
Pyramid schemes and multi-level marketing
Rebate or cashback services
Foreign exchange services
Peer to peer (P2P) lending services
Multi-purpose stored value cards
Financial intermediary services
Software or products related to trading of financial products and investment information
Espionage equipment and accessories
Services or products that infringe personal privacy (e.g. online activity monitoring)
Malwares, Hacking services or accessories
Illegal tools (e.g. lock picking tools and accessories)
Descramblers and other items that can be used to gain unauthorized access to television programming (such as satellite and cable TV)
Mass distribution equipment, software and services
Illegal publication of certificates or carving of stamps
Services to facilitate plagiarism and examination fraud
Personal privacy information and corporate internal data
Debt collection services
Goods or services used to improperly obtain traffic or popularity
Real estate (including intermediaries)
Sale of animals, plants or products with contagious and hazardous diseases
Sale of animals, plants or products originating from areas declared with an epidemic outbreak of contagious diseases
Counterfeit or replica products
Cross-border marriage agency
Sale or distribution of event tickets without license (e.g. Olympic Games or World Expo tickets)
All religious websites, publications or accessories
Online cemeteries and ancestry worshipping
Immigration services (including intermediaries)
Auction sites and services
Other goods or services that violate relevant PRC laws and regulations or adversely affect the reputation of the Alibaba Group
Part B - Restricted Products
Prepaid cards (including gift cards and other stored value cards) and top-ups
Medical beauty service (offline)
Luxury goods (such as jewelry and precious gems and/or metals)
Charitable Organization products and/or donations
Car sales (including used cars)
Prepayment or deposits
Sale of furniture
Feng Shui or fortune telling or tarot divination services
Appendix 2 - Service Fee
1. The Parties agree and acknowledge that the applicable rate of the Service Fee shall be 2.55% of the Aggregate Payment Amount.
"Aggregate Payment Amount" means the aggregate total of all Payments submitted by the Company during the relevant period.
The applicable Service Fee shall be payable and deducted from Funds Available for Settlement on the same Working Day that the Funds Available for Settlement are paid to the Companyunder Section A.
2. The Company shall ensure that:
(i) all relevant information of the Company has been uploaded onto the Alipay’s Marketing Platform. For the purpose of this Agreement, “Alipay’s Marketing Platform” shall mean online platforms (including any mobile application) operated by Alipay through which Alipay Users may access and view the marketing information relating to the Company (“Company’s Marketing Information”) and/or any other business or marketing information related to the Company and/or Alipay; and
(ii) at least one (1) test Transaction has been successfully launched for the Company through the Alipay Services. Test Transaction means a transaction with the Transaction Value of RMB 0.01 or a transaction made through Alipay’s test account.
3. Alipay shall have the right to receive or access the Company’s records or information and conduct any reasonable checks to verify any information to verify that the obligations under this Clause 3 is fully fulfilled by the Company. Failure to comply with the obligations under this Clause 3 will be a material breach of this Agreement. Alipay reserves the right to suspend settlement to the Company, to suspend or terminate the Alipay Service or to terminate the Agreement in the event of such material breach.
Appendix 3 - Alipay User Dispute Handling Process and Guideline (the “User Dispute Guideline”)
I．Types of User Dispute.
Types of user disputes with which the Company shall assist Alipay include but are not limited to the following:
- Processing Errors
- Incorrect Transaction code (credit processed as a debit or visa-versa)
- Incorrect amount
- Duplicate processing
- Paid by other means
- Consumer Disputes
- Goods/services not received
- Goods/services not as described – return of goods or canceling of services
- Damaged/defective goods/services – return of goods or canceling of services
- Refund not processed
- Cancelled/returned goods/services – no refund
- Discount not applied
- Payment received but not recognized by a merchant
II．Dispute Handling Process and Guidelines. When an Alipay User initiates a complaint/dispute (the “User Complaint”) with Alipay, Alipay shall send an email to the Company with the relevant transaction information, reason for the User Complaint and actions that Alipay requests the Company to take (the “Alipay Request”).
1. The Company shall review the Alipay Request as soon as practicable and respond to Alipay at its designated email address by stating whether the Company accepts or dispute Alipay Request (“Company Response”) within seven (7) calendar days (“Company Response Deadline”) from the date Alipay Request is sent. If the Company decides to dispute Alipay Request, it shall specify the reasons for disputing Alipay Request and provide supporting documents or evidence in the Company Response. If the Company decides to accept the Alipay Request, it shall notify Alipay and fully implement Alipay Request by initiating a Refund by itself through the API provided by Alipay to the relevant Alipay User and take Remedial Actions within three (3) calendar days from the date the Company Responses is sent.
2. If Alipay receives the Company Response and determines, based on a reasonable person standard, that such response constitutes sufficient ground to deny the User Complaint, Alipay shall close the User Complaint in favor of the Company.
3. If (i) Alipay receives the Company Response and determines, based on a reasonable person standard, such response does not constitute sufficient ground to deny the User Complaint, (ii) the Company does not implement Alipay Request even though it should do so in accordance with this User Dispute Guideline, or (ii) Alipay does not receive any response from the Company by the Company Response Deadline, Alipay shall notify the Company of its decision (“Alipay Decision”) whether (x) the User Complaint is legitimate, (y) a Refund should be made to the User and (z) any other additional actions should be taken by the Company to address the User Complaint (“Remedial Actions”).
4. The Company shall implement the Alipay Decision including initiating a Refund and/or taking Remedial Actions within three (3) calendar days from the date Alipay Decision is sent (“Company Implementation Deadline”).
5. If the Company fails to implement Alipay Decisions by the Company Implementation Deadline, Alipay shall be entitled to implement Alipay Decision including processing such Refund in accordance with Clause 3.f) of Section 0 and take the Remedial Actions at the sole costs of the Company. If the amount of the Settlement Funds is not sufficient to process the relevant Refund and take the Remedial Actions, Alipay shall have the option to (i) deduct the costs of Refund and Remedial Actions from the Settlement Funds when they become sufficient and then process the Refund and take the Remedial Actions or (ii) notify the Company to transfer to Alipay’s designated bank account a sufficient amount of funds for Alipay to process Refund and take Remedial Actions, to which account the Company shall transfer such funds within five (5) calendar days from the receipt of the notification from Alipay, and then process the Refund and take the Remedial Actions after such funds transfer from the Company is made.