Management Rules for Alipay Overseas Acquirers

In order to regulate Overseas Acquirers and their overseas promotions of Alipay service and to clarify the rights and responsibilities of Alipay, its affiliates and Overseas Acquirers, the Management Rules for Alipay Overseas Acquirers ("This Rule") is specially formulated for all parties to comply with and implement.


1     Definitions

Name

Description

Overseas

refers to all countries and regions outside mainland China, including Hong Kong, Macau and Taiwan.

Overseas Acquiring Service

refers to the cross-border payment service of RMB payments settlement from Alipay users to overseas merchants provided by Alipay to Alipay users for the purchase of goods or services from overseas online or offline merchants.

Overseas Acquirers

refers to acquirers or banks which provide overseas payment service.

Secondary Merchant

refers to the overseas merchant who does not enter into agreements with Alipay directly but getting access to Alipay overseas acquiring service and making its transaction amount settlement through Overseas Acquirers.

False Merchant

(1) The Secondary Merchant who is registered without merchant’s authorization, without a real retail store or by false certificates. 

(2)  The Secondary Merchant who gets access to Alipay Overseas Acquiring service with the help of Overseas Acquirers falsifying or concealing any of its information when it does not satisfy the requirements of Alipay.

Ineffective Merchant

refers to the Secondary Merchant who, in a certain period, does not bring forth any authentic or valid transactions after cooperating with Alipay.

Ineffective Retail Store

refers to a retail store which, in a certain period, does not bring forth any authentic or valid transactions after cooperating with Alipay.

Overlapping Retail Store(s)

refers to two or more Alipay online stores whose information is overlapped partially, including any same or overlapping information of the following: names, addresses or actual locations of the retail stores.

False Trading

(1) the transaction made by Overseas Acquirers/ Secondary Merchants with a related party (including but not limited to their friends, classmates, families and colleagues), which does not have authentic commercial purposes;

(2) the transaction made by Overseas Acquirers/ Secondary Merchants through the account registered or manipulated by them, which does not have authentic commercial purposes;

(3) the false transaction made by Overseas Acquirers/ Secondary Merchants taking advantage of facilities, services or convenience provided by any third parties.

(4) the transaction made by any other improper transaction means (including but not limited to sales at a low price).

Sensitive Information

refers to the information involving user's privacy or identity, including but not limited to the user's name, ID number, bank card number, cell-phone number, email address and address.


2     General Requirements for Overseas Acquirers

(1)   An Overseas Acquirer shall meet the following conditions:

(a)   With a good commercial reputation, all the qualification certificates required to operate its business shall be in place.

(b)   With a scale of operation, its financial system and status shall be sound and stable.

(c)   With good operating credit, it shall not be listed on any lists of prohibition development or prudent development by any regulatory authorities or bank card organizations.

(d)   With safe and sound software and hardware system, it shall also ensure the Secondary Merchant’s use of Alipay service is reliable, smooth and sound.

(e)   Entrusted by Secondary Merchants, it shall enter relevant agreements with Secondary Merchants for getting access to Alipay services.

(f)   Other general requirements reasonably required by Alipay.

(2)   To enter into an agreement with Alipay, the Overseas Acquirers shall provide the following materials:

(a)   the duly incorporation certificate (e.g. Business License or Certificate of Incorporation);

(b)   the qualification certificate for overseas acquirers (subject to the compliance requirements of local authorities);

(c)   the relevant information and current certificates of all enterprise and individual shareholders holding more than a certain percentage of shares (subject to the compliance requirements of local authorities);

(d)   the personal information and current identity certificates of all directors (subject to the compliance requirements of local authorities);

(e)   the due diligence questionnaires, management policies and process related documentation in connection with anti-money laundering;

(f)   the risk management questionnaires, risk management policies and process documentation;

(g)   the audited financial reports of the last two years.


3     Operation Scopes and Management Responsibilities of Overseas Acquirers

(1) The operations of Overseas Acquirers shall not go beyond the following scopes:

Classifications

Descriptions

Specific Service Scope (including but not limited to)

Technology Service

Overseas Acquirers will apply for services of Alipay platform for and provide technology services to Secondary Merchants for their access to Alipay Service, provided that the Overseas Acquirers shall comply with This Rule and do not impair any interests of Alipay and Secondary Merchants.

1.1 Providing technology services to Secondary Merchants for their access to Alipay service;

1.2 Installing the equipment designated by Alipay for Secondary Merchants, debugging software and hardware systems, informing Secondary Merchants about the usage of Alipay service;

1.3 Collecting and uploading licenses and certificates of Secondary Merchants;

1.4 Placing the point of sale materials, as designated and required by Alipay, in the retail stores of Secondary Merchants;

1.5 Other services approved by Alipay.

Promotions / Operations Support Service

Overseas Acquirers shall promote Alipay service to Secondary Merchants and, to provide operation services, may enter into agreements with and be entrusted by Secondary Merchants, provided that the Overseas Acquirers comply with This Rule and do not impair any interests of Alipay and Secondary Merchants.


2.1 Providing services of image designing and branding to Secondary Merchants, e.g. photo shooting for retail stores, graphic designing;

2.2 Planning and implementing any events;

2.3 Providing promotion services to Secondary Merchants through offline channels;

2.4 Providing data analysis services to Secondary Merchants;

2.5 Providing branding and marketing support to Secondary Merchants;

2.6 Providing support to Secondary Merchants for the opening of online stores;

2.7 Other services approved by Alipay.


(2)   Management Responsibilities of Overseas Acquirers

(a)   In accordance with applicable laws and regulations, Overseas Acquirers shall strictly implement the onboarding criterion, report to Alipay various types of Secondary Merchants’ information in a timely manner, pass back Secondary Merchants’ transaction information in accordance with Alipay’s requirements, manage the business operations and ensure the quality of cooperated Secondary Merchants.

(b)   Overseas Acquirers shall settle the transaction amount to corresponding Secondary Merchants promptly in accordance with their agreed provisions with Secondary Merchants;

(c)   Overseas Acquirers shall provide training and conduct onsite visit to Secondary Merchants, solve their issues regarding usage of Alipay products and services during the course, set up and maintain channels for communications with Secondary Merchants, advertise and tutor relevant Alipay requirements, rules and provisions to Secondary Merchants and keep records of the training and onsite visits.

(d)   Overseas Acquirers shall encrypt the Sensitive Information received from Alipay and shall not store any sensitive information of users in any way, including but not limited to the magnetic track or chip information, verification code, CVV code or expiry date of bank cards and passwords of bank cards or Alipay accounts. Overseas Acquirers shall cooperate with any third parties so entrusted by Alipay to conduct any safety assessment.

(e)   Overseas Acquirers shall ensure that the obtaining of personal information is expressly authorized by users and the use of relevant data accords with Personal Information Processing Standards (International Edition). Overseas Acquirers warrants that the utilization of user's personal information will be within the declared scope. Application service providers shall delete all relevant data received relating to the user if so required by the user and are obliged to ensure the safety of such data during the storage, use or transmission procedures.

(f)   Overseas Acquirers shall cooperate with Alipay in investigations initiated by relevant authorities such as regulatory authorities, self-regulatory organizations, public security, procuratorates or courts, assist in investigations on business operations (which may violate any laws or regulations) of Secondary Merchants, urge merchants to rectify and notify Alipay in time.

(g)   Overseas Acquirers shall cooperate with Alipay and provide services of placing, debugging, using and maintaining of the point of sale materials and equipment to Secondary Merchants.

(h)   If there are any transaction disputes or complaints caused by operations of Overseas Acquirers or Secondary Merchants, Overseas Acquirers shall resolve the disputes and complaints in a timely manner and within the time limit required by Alipay.


4     Management Rules for Overseas Acquirers to Comply

In addition to the afore-mentioned Management Responsibilities of Overseas Acquirers, Overseas Acquirers shall comply with other relevant management rules, which include but are not limited to:

(1) Risk Management Requirements for Alipay Overseas Acquirers

(2) Anti-Money Laundering Management Requirements for Overseas Acquirers

(3) Personal Information Processing Standards (International Edition)

(4) Alipay Information Security Standards

(5) Alipay Brand Use Standards

(6) Other management rules required by Alipay


5     Violation Scenarios and the Classification

Type I Violation

In any of the following events,Overseas Acquirers’ operations will be counted in the Type I Violation:

1.    Any violation of laws and regulations of the country where its business operates;

2.    Any violation of PRC laws and regulations.

3.    Any violation of provisions, guidance or other rules of the local regulatory authorities and industry associations;

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

5.    Any Overseas Acquirer is listed on any sanction or terrorism lists to be noted by PRC or the countries where the operation locates.

6.    Any impairment of the brand and corporation image of Alipay or its affiliates and any material adverse effects (including but not limited to impairment of goodwill or any actual losses) on Alipay, its affiliates or Secondary Merchants.

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

8.    Without authorization of Alipay, any re-entrustment of services provided in the master agreement to any third parties or any abuse or sales of Alipay accounts/Alipay technical interface.

9.    Any improper profit-making behavior.

10.   Any Type II Violation causes any material adverse effects (including but not limited to impairment of goodwill or any actual losses) on Alipay, its affiliates or Secondary Merchants.

11.   Subject to Alipay’s sole discretion, any other situations impairing interests of Alipay, Secondary Merchants or any other third parties which shall be counted as Type I Violation.


Type II Violation

In any of the following events, Overseas Acquirers’ operations will be counted in the Type II Violation:

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

13.   Any slander or malicious falsification targets product brands and images of Alipay or its affiliates; any slander targets Alipay and its employees.

14.   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.

15.   Market disturbances and improper operations, including but not limited to maliciously directing Secondary Merchants to change their payment methods or driving down rates, or insulting, derogating, threatening, intimidating, maliciously harassing other institutions, or any employees of Overseas Acquirers damaging daily operations of Secondary Merchants or Alipay, forcing Secondary Merchants to purchase services beyond the service scopes agreed or sign any other operational agreements.

16.   Taking advantage of Alipay to advertise, engage in, assist or connive the cash-out or gaining any Alipay marketing resources or expenses by cheating, including but not limited to leading, instigating, acquiescing, assisting Secondary Merchants to cheat or advertise the cash-out, extract marketing resources, push up price in disguised forms, operate false trading or cheat in other forms.

17.   Any abuse of technical interface which causes serious consequences.

18.   Any Secondary Merchant violating the Alipay rules for prohibited sales and the number of such merchants reaches a certain quantity.

19.   Any complaints of the Secondary Merchants (e.g. unauthorized transactions, merchant fraud and other non-compliance activities) failing to pass the investigations, and the number of such merchants reaches a certain quantity.

20.   Any Secondary Merchant is listed on any sanction or terrorism lists of PRC or the countries where the business locates.

21.   Overseas Acquirers do not directly settle the settlement amounts to Secondary Merchants as required by Alipay.

22.   Spam messages, including but not limited to the information released or contents pushed involving lots of invalid and overlapping contents or taking advantage of Alipay platform to release contents for advertising and promoting of any third parties.

23.   Any disclosure of confidential information, including but not limited to disclosure of information of Alipay’s merchants or users or other cooperative partners or any non-public information; or any external utilization of security vulnerabilities to obtain any sensitive information resulting in any operational risks.

24.   Insulting, intimidating, threatening, or maliciously harassing Secondary Merchants;

25.   Any Type III Violation causes any material adverse effects (including but not limited to impairment of goodwill or any actual losses) on Alipay, its affiliates or Secondary Merchants.

26.   Subject to Alipay’s sole discretion, any other situations impairing interests of Alipay, Secondary Merchants or any other third parties which shall be counted as Type II Violation.


Type III Violation

In any of the following events, Overseas Acquirers’ operations will be counted in the Type III Violation:

27.   Any failure of reporting the full information of all Secondary Merchants promptly as required by Alipay and passing back the authentic and complete transaction information of goods or services.

28.   Any failure of strictly controlling the onboarding of Secondary Merchants according to the onboarding criterion (incomplete information of Secondary Merchants, or failure of providing information and current license of Secondary Merchants).

29.   Any failure of providing certificates or lists to evidence the authenticity of transactions for the abnormal transaction investigations initiated by Alipay, or any refusal of cooperating with Alipay’s abnormal transaction investigations.

30.   Not introducing Secondary Merchants to Alipay in accordance with Alipay’s pricing policies.

31.   Failure to carry out the duties to perform effective risk management regarding the Secondary Merchants, including but not limited to the monitoring and management of risk scenarios in connection with prohibited sales, false trading, unauthorized trading, merchants fraud and technical interface abuse.

32.   Refusing to cooperate with Alipay in the conduct of any investigations on the regulation violations of Secondary Merchant, or to execute corresponding violation punishments on Secondary Merchants who violated regulations.

33.   Refusing to cooperate with Alipay in its inquiries and inspections, regularly or irregularly, conducted based on the risk assessment outcomes of the Overseas Acquirers.

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

35.   Failure of installing equipment designated by Alipay, debugging software and hardware systems for Secondary Merchants or informing the Secondary Merchants about the usage of Alipay services as required.

36.   Failure to place the point of sale materials designated by Alipay in retail stores of Secondary Merchants or to show the Alipay logo in the website of Secondary Merchants as required;

37.   Refusal of cooperating with Alipay to resolve the transaction disputes or complaints initiated by Alipay users in a timely manner.

38.   Failure of taking measures timely and actively when any public opinion events occur to Secondary Merchants.

39.   Requiring Overseas Acquirers to eliminate the unsafe factors immediately if any unsafe factors exist in the course of cooperation with Overseas Acquirers (including disclosure of confidential information or existing of website bugs and implanting of Trojan viruses or other malicious code in the website) may impact Alipay, Alipay users or Secondary Merchants. Overseas Acquirers still do not eliminate the unsafe factor after noticed by Alipay.

40.   Subject to Alipay’s sole discretion, any other situations impairing interests of Alipay, Secondary Merchants or any other third parties which shall be counted as Type III Violation.


6     Violation Rating and Relevant Procedures

(1)  If any Secondary Merchants or users complain any operations of Overseas Acquirers as violating any rules(all dissatisfaction or grumble will be count as complaints), or Alipay finds any violation of Overseas Acquirers through inspection, the violation settlement terms provided in This Rule shall apply.

(2)  Alipay is entitled to decide, to its sole discretion, whether there is a violation operation of Overseas Acquirers and impose relevant restrictive measures on Overseas Acquirers following Article 7 “Violation Settlement Methods” of This Rule. Alipay will notify Overseas Acquirers by email or other means after the restrictive measures imposed. If the Overseas Acquirers has any objections, it shall provide written replies and corresponding evidence within a designated period; if Alipay decides the evidence presented by Overseas Acquirers can be proved, Alipay will cancel the restrictive measures as soon as possible.


7     Violation Settlement Methods

If there is any violation operation of Overseas Acquirers, Alipay has the right to take the following measures:

(1)  If any activities of Overseas Acquirers are identified as Type I Violation, the Overseas Acquirers will be regarded as substantially violating acquiring agreements it entered into with Alipay. Alipay, to its sole discretion, is entitled to terminate the acquiring contracts with Overseas Acquirers in advance immediately, refuse to make payments for any accrued rewards or business coordination expenses owed to Overseas Acquirers without any compensation obligations. Alipay and its affiliates will not develop any further cooperation with the Overseas Acquirers.

(2)  If any activities of Overseas Acquirers are identified as Type II Violation or Type III Violation, Alipay has the right to issue a written warning, require the institution to rectify within a time limit, suspend settlement service, terminate any provisions of official marketing resources of Alipay platform or deduct rewards or business coordination expenses of that month. If any of the afore-mentioned violation defined as a serious one, Alipay, to its sole discretion, would have the right to terminate the cooperation in advance.

(3)  Alipay has the right to take relevant interim measures if it deems necessary and urgent to stop the violation behavior and prevent the expansion of adverse effects after its knowing that Overseas Acquirers violated This Rule and before the final judgment result is made.  The interim measures include but not limited to measures listed in article 7 (Violation Settlement Methods) of This Rule. If Alipay determines that the Overseas Acquirers not violating This Rule after the investigation, the interim measures will then be released immediately.


8     Amendment and Annex to This Rule

Alipay has the right to renew This Rule and will publish the revised version by official emails or announcements. We assume that Overseas Acquirers have accepted the amendment if they continue to cooperate with Alipay after the effective date of the revision provided in the official email or announcement.


Updated on August 27, 2018



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