WorldFirst Service Agreement
PLEASE READ THIS AGREEMENT CAREFULLY
This services agreement, including the Schedules, (the “Agreement”) is made between:
(1) You, as a Merchant (as defined below) on the online site aliexpress.ru and/or tmall.ru or mobile application (each a "Platform Site"):
and
(2) WORLD FIRST ASIA LIMITED (incorporated under the laws of Hong Kong with company registration no.: 1989650) ("World First ").
This Agreement supplements the relevant transaction services agreement between you and the respective entity in connection with the services provided on the Platform Site ( “Platform Operator”) as the case may be (the “Transaction Services Agreement”), and sets out the terms and conditions regarding your use of the World First Services (as defined below) provided to registered merchants of the Platform Site (“Merchants”). In the event of any conflict between this Agreement (or any portion thereof) and any Transaction Services Agreement, the terms of this Agreement shall govern.
Unless otherwise indicated or the context requires otherwise, reference to “World First”, “we”, “us” or “our” in the Agreement include World First and its affiliates, including Alipay.com Co., Ltd., that are and/or may be involved in providing the World First Services, and such affiliates are joined as parties to the Agreement with respect to the World First Services (as defined below) they provide.
The Transaction Services Agreements are available at the following links:
(a) For the AliExpress site: aliexpress.ru
(b) For the Tmall site: tmall.ru
1. Acceptance of Terms
1.1 You acknowledge that World First is performing the World First Services to you in your capacity as a Merchant of the Platform Site to support your online transactions concluded on and through such Platform Site ("Online Transactions").
1.2 You acknowledge that you have read this Agreement prior to your use of the World First Services. Each time you use the World First Services you confirm that you agree to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time.
1.3 Some of the World First Services may be supported and provided by our affiliates, including Alipay.com Co., Ltd. If you are a registered Merchant of the www.alipay.com online site (“Alipay Site”), this Agreement shall not apply to your use of services provided by Alipay.com Co., Ltd. on and through the Alipay Site.
1.4 Subject to any requirements of applicable law and regulation, we may amend this Agreement at any time by posting an updated version on the Platform Sites and the updated version of this Agreement shall take effect immediately upon posting, so please review the terms in this Agreement frequently. By continuing to use the World First Services, you agree that the amended terms will apply to you.
1.5 If you are registered in China mainland, you shall read and comply with 《Cross-border payment and settlement service agreement》https://www.worldfirst.com.cn/static/policy/tpa, so that we and our affiliates (e.g. Alipay.com Co., Ltd) can provide you with the relevant services. Please read these terms carefully, especially the terms about the limitations or exemptions to the service provider’s liability.
2. World First Services
2.1 The “World First Services” are services provided by World First and our affiliates to facilitate the settlement of payments in connection with Online Transactions. Each of your Online Transactions are subject to the applicable Transaction Services Agreement.
2.2 The World First Services are only available to the Merchants of the Platform Site. If your subscription to any services of the Platform Site expires or is terminated for any reason, you will not be eligible to use the World First Services.
2.3 World First shall have the right to refuse to provide the World First Services for any Online Transaction if (a) the Online Transaction does not satisfy the terms and conditions in the applicable Transaction Services Agreement or the other applicable terms, rules and policies concerning the transaction services provided by the Platform Operators under the applicable Transaction Services Agreement in accordance with the Platform Operators’ instructions or (b) if World First has reason to believe that the Online Transaction may violate any laws, rules or regulations or may otherwise subject World First or any of our affiliates to liability or obligation. World First is not obliged to provide the World First Services where the bank or wallet account designated by a seller in an Online Transaction to receive the transaction price has not been verified and confirmed by World First and our affiliates. You agree that World First or its local affiliates shall have the sole and absolute discretion to send or transfer funds subject to the terms of this Agreement.
2.4 The World First Services will be provided to you for an initial period of three (3) months (“Initial Term”) and thereafter subject to Clause 2.5 below, shall be automatically renewed for one (1) week periods (each such extended period together with the Initial Term referred to as the “Term”).
2.5 Notwithstanding any other provision of this Agreement, World First may terminate or suspend the World First Services, in part or in whole, in its sole discretion and without notice, and shall not otherwise be responsible for any failure to perform or comply with such relevant obligations, where (i) applicable law or regulation, or acts or omissions of a governmental or regulatory authority or agency prohibit or impede World First (or any of its affiliates or representatives) from performing its obligations under the Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc., or (ii) the contract between World First and any local Payment Service Provider is terminated for any reason, and World First is unable to enter into a replacement contract with another Payment Service Provider in relation to the World First Services.
World First may terminate the World First Services in its sole discretion and without notice after the Initial Term.
3. World First Services for Online Transactions
3.1. The Merchant hereby appoints World First and the payment service provider(s) appointed by World First, if any, to collect such payments on its behalf (the “Payment Service Provider(s)”) as its agent for the limited purpose of receiving payments from buyers for the Online Transactions made on the Platform Site. The Merchant agrees that the buyer’s full payment of the transaction price listed for the Online Transaction to World First constitutes final payment to the Merchant extinguishing buyer’s payment obligation to Merchant as if the buyer had paid the Merchant directly, even if the payment is not received by the Merchant from World First. In such instance, World First, and not the buyer, is solely liable to the Merchant for payment if World First fails to remit payments received from buyer, Platform Operator (or its agent) or (as applicable) the Payment Service Provider in Russia to the Merchant, provided alwaysthat World First would not have an obligation to remit payments to the Merchant and will not be in breach of its obligations to the Merchant in the event that it has not received, in its designated account, such monies from the buyer, the Platform Operator (or its agent) or the Payment Service Provider(s).
3.2 World First shall retain the funds received in connection with an Online Transaction as instructed by the Platform Operators until, as agreed between the Merchant and the relevant Platform Operator, the first of any of the following events occurs:
(a) the buyer’s confirmation of a successful completion of the Online Transaction, in which case all the funds will be transferred to the Merchant;
(b) the buyer’s failure to confirm receipt of the goods or services within the time limit prescribed by the Merchant and as agreed by the relevant Platform Operator, in which case all the funds will be transferred to Merchant;
(c) cancellation of the Online Transaction, in which case all the funds will be refunded to buyer;
(d) the conclusion of any settlement agreement between the buyer and the Merchant, in which case the funds will be disposed in accordance with such settlement agreement;
(e) a dispute in relation to the services provided by the Platform Operator has been submitted to a Platform Site for a Platform Operator’s determination and the Platform Operator’s determination has become final and binding according to the applicable Transaction Services Agreement, in which case the funds will be disposed in accordance with the Platform Operator’s determination; and
(f) the Platform Operators or World First or our affiliates receives any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, in which case the funds will be disposed in accordance with such order, ruling, award or judgment.
You acknowledge and agree that you have requested that the settlement of funds to you be delayed as provided in this clause 3.2. Nothing in this clause 3.2 shall affect the fact that the buyer's payment obligation for the Online Transaction is fully satisfied upon receipt of funds by World First as set forth in clause 3.1.
3.3 When releasing any funds to a Merchant, World First shall have the right to deduct or withhold any financial charges or service fees due and payable to World First and/or its affiliates, and/or Payment Service Providers, and/or the Platform Operator (if any) in such amounts as instructed by the relevant Platform Operator pursuant to the agreement between the Merchant and the relevant Platform Operator (if any), or the relevant Transaction Services Agreement (as the case may be).
3.4 Subject to any applicable law, any unclaimed funds will be held by World First for a period of five (5) years or as otherwise instructed by the Platform Operator, at the expiry of which time, you the Merchant will be deemed to have waived any claim in respect of such funds or, if required by applicable laws, we will transfer the funds (less any fees, if any and to the extent permitted under applicable laws) to the relevant competent authority. You hereby agree that upon expiry of such period or upon such transfer of such funds to the relevant competent authority, World First will be relieved of any further obligation to pay those unclaimed funds to you.
3.5 You acknowledge and agree that World First may receive interest on any funds held by it in performing the World First Services. Any such interest is for the account of World First, and you will not receive interest or other profits in relation to the World First Services.
3.6 If you experience any questions with the processing of your payment, please contact us at https://www.worldfirst.com.cn/static/help/contact-us.
3.7 The Merchant acknowledges and agrees that in the event of a Market Disruption Event, (a) any foreign currency exchange rate applicable to any affected Online Transactions involving an Impacted Currency, (b) any method for determining such foreign currency exchange rate involving the Impacted Currency, and/or (c) the payment currency in respect of settlement of funds to the Merchant, which includes but not limited to offshore Renminbi CNH and Hong Kong Dollars, will be determined by World First in its sole and absolute discretion at the time of actual settlement by World First of the payment amount owed to the Merchant arising from the Online Transaction.
For the avoidance of doubt, the foreign currency exchange rate to be applied to the Impacted Currency as determined by World First shall apply to the calculation of the payment amount owed to the Merchant arising from the Online Transaction.
For the purposes of this clause 3.8:
“Market Disruption Event” means any action, event, or circumstance whatsoever which, as determined by World First in its sole and absolute discretion: (i) has the direct or indirect effect of causing any currency to not be available in the foreign exchange market in accordance with normal commercial practice; and/or (ii) results in an unusual price volatility of any currency in the foreign exchange markets.
“Impacted Currency” means a currency referred to in (i) and/or (ii) of the definition of “Market Disruption Event”.
4. Merchant s’ Responsibilities
4.1 All Online Transactions are concluded by and between Merchant and buyer only. You shall complete the Online Transactions in accordance with the applicable Transaction Services Agreement and the Platform Site’s terms, rules and policies. You agree that you will not hold World First and our affiliates or the Payment Service Providers liable for any Online Transaction or any products or services supplied under any Online Transaction.
4.2 You agree to give, or procure production of (as applicable) all notices, provide all necessary information, materials and approvals, and render all reasonable assistance and cooperation necessary for World First’s provision of the World First Services, including but not limited to any KYC document and documents in relation to the Online Transactions. If your failure to do so results in any delay in the provision of any World First Services or cancellation of any Online Transaction, neither World First nor our affiliates shall be liable for any loss or damages arising from such delay.
4.3 You represent and warrant that:
(a) you will use the World First Services in good faith and in compliance with all applicable laws and regulations;
(b) the information and materials you provide in connection with the use of the World First Services is true, complete, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the World First Services to defraud World First, our affiliates, any Payment Service Provider, other Merchants or any other person or engage in other unlawful activities (including dealing in products or services prohibited by law);
(d) you are not:
(i) subject to asset freezing or property blocking sanctions designated by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”) on the list of Specially Designated Nationals and Blocked Persons ("SDN List”) or other OFAC sanctions lists/program, or are on the lists published by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the Ministry of Public Security of the People’s Republic of China, the Ministry of Commerce of the People’s Republic of China, the United Kingdom (“UK”), the European Union (“EU”), or any other applicable authorities of foreign jurisdictions (together, the “Sanctions Authorities”) or otherwise a target of sanctions laws or regulations;
(ii) located in, ordinarily resident in, or organized under the laws of, a jurisdiction that is the target of comprehensive US trade and investment sanctions or any of the following countries or regions: Cuba, Iran, Crimea, Donetsk People’s Republic (“DNR”) and Luhansk People’s Republic (“LNR”) regions of Ukraine, North Korea and Syria (the “Sanctioned Countries and regions”);
(iii) 50% or more owned or controlled by, directly or indirectly, one or more of those as set out in (i) and (ii) above; or
(iv) dealing with any person/entity/customer whose involvement would give rise to prohibition of a transaction under this Agreement as if the transaction were conducted by a US person, an EU person, or a UK person as of the date of this Agreement
(collectively, the “Restricted Parties”);
(e) there is no direct or, to your knowledge after reasonable diligence, indirect interest or
involvement of any Restricted Party in connection with this Agreement or the World First Service;
(f) if you are a Merchant of products:
(i) you have the legitimate right and authorization to sell, distribute or export the products sold by you through the services provided by the Platform Operator and the sale of such products do not violate applicable law or regulation, including import and export control laws and regulations and economic sanctions programs administered by the Sanctions Authorities or otherwise a target of sanctions laws or regulations, or infringe any third party’s rights;
(ii) you have good title to the products sold in an Online Transaction, and the products meet all relevant descriptions and requirements; and
(g) if you are a Merchant of services, you will provide the services ordered with reasonable care and skills.
4.4 If in World First’s sole opinion based on reasonable evidence, any Merchant is not acting in good faith, is abusing the World First Services, or is in breach of this Agreement, World First shall have the right to terminate the World First Services.
4.5 You as the Merchant shall be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any products or services purchased or supplied through the World First Services or otherwise arising from the Online Transaction.
4.6 To the full extent permitted by applicable law, you agree to indemnify World First, our affiliates and our employees, directors, officers, agents and representatives (collectively, the "World First Indemnified Persons") and to hold them harmless from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the World First Services or from your breach of this Agreement. World First reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall cooperate with World First in asserting any available defenses.
5. World Account
In order to receive the full services to be offered by World First, you as Merchant hereby agree to enter into the World Account Terms and Conditions (available at https://www.worldfirst.com.cn/static/policy/world-account-asia) and Terms of Use (available at https://www.worldfirst.com.cn/static/policy/policy-WorldAccount) and open a world account with World First.
6. Personal Data Privacy
6.1 You agree that we may collect, hold, use and transfer your personal data in accordance with the World First Privacy Policy available at https://www.worldfirst.com.cn/static/policy/privacy.
7. Suspension of Systems
7.1 If you are unable to use the World First Services directly or indirectly due to either system suspension which has been announced by World First in advance, or any Force Majeure Event (as defined under Clause 9), you agree that to the full extent permitted by applicable law you will not hold the World First Indemnified Persons liable for any default, delay or failure in performing its obligations under this Agreement:
8. Disclaimer and Limitation of Liability
8.1 To the full extent permitted by applicable law World First shall only be liable for the obligations expressly set forth in this Agreement.
8.2 You agree that all disputes from the Online Transaction shall be a matter solely between you and your counterparty.
8.3 Merchant s’ information is provided by the Merchants themselves. World First makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Merchants’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.
8.4 Except as expressly provided in this Agreement and to the full extent permitted by applicable law, World First makes no warranty regarding the World First Services or any products or services supplied by the Merchants under any Online Transaction, including to:
(a) the World First Services meeting your requirements;
(b) the World First Services being uninterrupted, timely or error free; or
(c) any products, information, materials or services obtained by you in connection with the World First Services meeting your requirements.
8.5 Any information, proposal or materials that you may obtain from the World First Indemnified Persons or through the use of the World First Services, whether in writing or oral, shall not constitute World First’s warranty regarding the World First Services.
8.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW THE WORLD FIRST SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS. ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.
8.7 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE WORLD FIRST INDEMNIFIED PERSONS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF OTHER ECONOMIC INTERESTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE WORLD FIRST SERVICES.
8.8 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE WORLD FIRST INDEMNIFIED PERSONS ARISING FROM THE WORLD FIRST SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATION THAT WORLD FIRST MAY DERIVE FROM SUCH TRANSACTION.
8.9 By using the World First Services, you acknowledge and agree that World First is not a bank and the World First Services should in no way be construed as the provision of banking services. World First is not acting as a trustee, fiduciary or escrow with respect to a Merchant’s funds and it does not have control of, nor liability for, the products or services that are paid for with the World First Services. World First does not guarantee the identity of any Merchant or ensure that a Merchant will complete a transaction on the Platform Sites.
8.10 Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you. You may also have other rights that vary by jurisdiction and other jurisdictions.
8.11 If you have a dispute with any other party, you release the World First Indemnified Persons from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
9. Force Majeure
Neither you, your affiliates or agents (“Merchant Indemnified Persons”) or the World First Indemnified Persons (each of the Merchant Indemnified Persons and World First Indemnified Persons being a “Person”) shall 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 the reasonable control of such Person, including (i) a fire, flood, elements of nature or other acts of God, (ii) an outbreak or escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iii) Internet failures, computer, telecommunications, electrical power failures or any other equipment failures; (iv) a labor dispute (whether or not employees’ demands are reasonable or within the Person’s power to satisfy), (v) acts or omissions of a government authority prohibiting or impeding the affected Person from performing its obligations under this Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc. or (vi) the non-performance by a third party for any similar cause beyond the reasonable control of the Person (collectively, a “Force Majeure Event”). If a Force Majeure Event occurs, the non-performing party to this Agreement 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 the party continues to use commercially reasonable efforts to resume performance.
10. Jurisdiction
10.1 This Agreement is governed by and construed under the laws of Hong Kong, without regard to its principles of conflict of laws.
10.2 If any dispute, controversy or claim arises out of, in connection with or relating to this Agreement, an Online Transaction or your use of the World First Services (“Dispute”), the relevant parties shall first attempt to resolve the Dispute through amicable negotiations. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non- contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3) arbitrators. The arbitration proceedings shall be conducted in English. If any legal proceedings against the World First Indemnified Persons arise, directly or indirectly, from your breach of the applicable Transaction Services Agreement, you shall, to the full extent permitted by applicable law, indemnify and hold the World First Indemnified Persons harmless and indemnified against any claims, losses, damages that may be suffered by the World First Indemnified Persons. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
10.3 In any event and to the full extent permitted by applicable law, you may not make any claim against the World First Indemnified Persons under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.
10.4 Notwithstanding the foregoing provisions, either party may seek interim relief, such as preliminary injunction, preservation of property or evidence, etc., in any court of competent jurisdiction.
11. General Provisions
11.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
11.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The term “including” means “including without limitation”.
11.3 Except for the limited purpose of processing payments as agent of Merchants in accordance with clause 3.1, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
11.4 Any failure by World First to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
11.5 World First shall have the right to assign and transfer this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. World First may delegate any of its rights and responsibilities under this Agreement to independent contractors or other third parties. A Merchant may not assign, in whole or part, this Agreement to any person or entity.
11.6 If there is any conflict between the English language version and another language version of this Agreement, the English language version shall prevail.