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      # Alipay Services Agreement

      Updated as of 2021

       

      PLEASE READ THIS AGREEMENT CAREFULLY

      This services agreement, including the Schedules, (the “Agreement”) is made between:

      (1) You, as a User (as defined below) of one or more of the online sites or mobile application (collectively, the "Platform Sites") set out below and belonging to a User group described below (“You”):

      (a)   Platform Site: www.aliexpress.com and/or the related mobile application (the "AliExpress Site")

      User Group: Buyer (as defined below); Seller (as defined below)

      (b)   Platform Site: http://wholesale.alibaba.com and/or the related mobile application (the “Alibaba.com Wholesale Site”)

      User Group: Buyer; Seller

      (c)   Platform Site: www.tmall.hk and/or the related mobile application (the "Tmall Global Site")

      User Group: Buyer; Seller  

      (d)   Platform Site: https://intl.aliyun.com and/or the related mobile application (the "Alibaba Cloud Site")

      User Group: Buyer

      (e)   Platform Site: dropshipping.taobao.global and/or the related mobile application (the “Taobao Drop Shipping Site”)

      User Group: Buyer; Seller

      (f)    Platform Site: https://www.tmall.com and/or the related mobile application (the “Tmall Site”)

      User Group: Buyer; Seller

      (g)   Platform Site: https://www.alibaba.com (the "Alibaba.com Site")

      User Group: Buyer; Seller

      (h) Platform Site: https://world.taobao.com/ and/or the related mobile application (the “Taobao Site”)

      User Group: Buyer; Seller

      (i)    Platform Site: www.taobao.globaland/or the related mobile application (the “Taobao Global Site”)

      User Group: Buyer; Seller

      (j)    Platform Site: www.allylikes.comand/or the related mobile application (the “Allylikes Site”)

      User Group: Buyer; Seller

      (k)   Platform Site: [www.trusple.com  and/or the related mobile application (the “Trusple Site”)

      User Group: Buyer; Seller

      and

      (2) ALIPAY SINGAPORE E-COMMERCE PRIVATE LIMITED (incorporated in Singapore with company registration no.: 201000378D) ("Alipay" or “Alipay Singapore”). For the avoidance of doubt, this Agreement is not made between Sellers and Alipay for Platform Site (d). A separate agreement governs services provided to Sellers by Alipay (if any) for Platform Site (d).

       

      This Agreement supplements the relevant transaction services agreement between you and the respective entity in connection with the services provided on the AliExpress Site, Alibaba.com Wholesale Site, Tmall Global Site, Alibaba Cloud Site, Taobao Drop Shipping Site, Tmall Site, Alibaba.com Site, Taobao Site, Taobao Global Site, Allylikes Site, or Trusple Site (collectively, the "Platform Operators") as the case may be (the "Transaction Services Agreement"), and sets out the terms and conditions regarding your use of the Alipay Services (as defined below) provided to registered users of the Platform Sites ("Users"). 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 “Alipay”, “we”, “us” or “our” in the Agreement include Alipay and its affiliates, including Alipay.com Co., Ltd., Alipay (UK) Limited, Alipay (Europe) Limited S.A. (“Alipay Lux”), Alipay (Canada) Inc. (“Alipay Canada”), Alipay US, Inc. (“Alipay US”), Alipay (Australia) Pty Ltd and Alipay Singapore Investment Holding Pte. Ltd. that are involved in providing the Alipay Services, and such affiliates are joined as parties to the Agreement with respect to the Alipay Services they provide.

       

      The Transaction Services Agreements are available at the following links

      (a) For the AliExpress Site: https://rule.alibaba.com/rule/detail/2054.htm

      (b) For the Alibaba.com Wholesale Site: https://rule.alibaba.com/rule/detail/2054.htm

      (c)   For the Tmall Global Site: https://rule.tmall.hk/rule/rule_detail.htm?spm=0.0.0.0.vyy1ha&id=1521&tag=self

      (d) For the Alibaba Cloud Site: https://www.alibabacloud.com/help/faq-detail/42427.htm

      (e) For the Taobao Drop Shipping Site: http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

      (f)   For the Tmall Site: http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

      (g) For the Alibaba.com Site: https://rule.alibaba.com/rule/detail/2054.htm

      (h) For the Taobao Site: http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

      (i)    For Taobao Global Site:

      https://terms.alicdn.com/legal-agreement/terms/suit_bu1_tmall/suit_bu1_tmall202101041425_34419.html

      https://terms.alicdn.com/legal-agreement/terms/suit_bu1_tmall/suit_bu1_tmall202012280902_10889.html

      (j)   For the Allylikes Site:

      https://terms.alicdn.com/legal- agreement/terms/suit_bu1_aliexpress/suit_bu1_aliexpress202104220040_27571.html

      (k) For the Trusple Site:

      www.trading.trusple.com/user/protocol/rulebook

      www.trading.trusple.com/user/protocol/payment

       

      1. Acceptance of Terms

      1.1 You acknowledge that Alipay is performing the Alipay Services to you as a User of the applicable Platform Site to support your online transactions concluded on and through such Platform Site ("Online Transactions"), and in accordance with the Platform Operators' instructions.

      1.2 You acknowledge that you have read this Agreement prior to your use of the Alipay Services. Each time you use the Alipay 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 Alipay Services may be supported and provided by our affiliates, including Alipay.com Co., Ltd, Alipay (UK) Limited, Alipay Lux, Alipay Canada, Alipay US, Alipay (Australia) Pty Ltd and Alipay Singapore Investment Holding Pte. Ltd. If you are a registered user 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 We may amend this Agreement any time by posting an updated version on the Platform Sites. The updated version of this Agreement shall take effect immediately upon posting. By continuing to use the Alipay Services, you agree to that the amended terms will apply to you.

      1.5 If you are registered in China mainland, you shall read and comply with theCross-border payment and settlement service agreement(https://render.alipay.com/p/c/k2zp421f)so that Alipay E-Commerce Singapore Private Limited and its affiliates (e.g. Alipay.com Co., Ltd) can provide you with the relevant services. Please read these terms carefully, especially the terms about the limitations or exemptions to the service provider’s liability.

       

      2. Alipay Services

      2.1 The “Alipay Services” are services provided by Alipay and our affiliates to facilitate payments in connection with Online Transactions. Each of your Online Transactions are subject to the applicable Transaction Services Agreement.

      2.2 The Alipay Services are only available to the Users of the Platform Sites. A User may be a "Buyer" or a "Seller", as the case may be. A User who purchases or acquires any product or service in an Online Transaction is referred to also as a “Buyer”, and a User who sells or provides any product or service in an Online Transaction is also referred to as a “Seller”. If your subscription to any services of the Platform Sites expires or is terminated for any reason, you will not be eligible to use the Alipay Services to conclude Online Transactions on the Platform Sites.

      2.3 Alipay shall have the right to refuse to provide the Alipay 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 Alipay has reason to believe that the Online Transaction may violate any laws, rules or regulations or may otherwise subject Alipay or any of our affiliates to liability or obligation. Alipay is not obliged to provide the Alipay Services where the bank account designated by a Seller in an Online Transaction to receive the transaction price has not been verified and confirmed by Alipay and our affiliates. You agree that Alipay 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 Notwithstanding any other provision of this Agreement, Alipay may terminate or suspend the Alipay 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 acts or omissions of a governmental or regulatory authority or agency prohibit or impede Alipay (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.

       

      3. Alipay Services for Online Transactions

      3.1 The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site. When using Alipay to submit payment for an Online Transaction, payments are processed through accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement. The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. Alipay, and not the Buyer, is solely liable to the Seller for payment if Alipay fails to remit payments received from Buyer to the Seller. The payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction. Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date. For Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US, Inc. is the agent of Seller to receive payments authorized by such Buyers.

      3.2 Upon receipt of the Buyer’s payment, Alipay shall promptly notify the relevant Platform Site of the details of the payment.

      3.3 Alipay shall retain the funds received in connection with an Online Transaction as instructed by the Platform Operators until, as agreed between the Seller 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 Seller;

      (b) the Buyer’s failure to confirm receipt of the goods or services within the time limit prescribed by the Seller and as agreed by the relevant Platform Operator, in which case all the funds will be transferred to Seller;

      (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 Seller, 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 Alipay 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.

      If you are a Buyer, you acknowledge and agree that Alipay is not holding any funds on your behalf, or in any escrow or trust relationship with you.

      If you are a Seller, you acknowledge and agree that you have requested that the settlement of funds to you be delayed as provided in this clause 3.3. Nothing in this clause 3.3 shall affect the fact that Buyer's payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Alipay as set forth in clause 3.1.

      3.4 When releasing any funds to a User, Alipay shall have the right to deduct or withhold any financial charges or service fees due and payable to Alipay and/or its affiliates, and/or the relevant Platform Operator (if any) in such amounts as instructed by the relevant Platform Operator pursuant to the agreement between the Seller and the relevant Platform Operator, or the relevant Transaction Services Agreement (as the case may be).

      3.5 Any unclaimed funds will be held by Alipay for a period of five (5) years or as otherwise instructed by the relevant Platform Operator, at the expiry of which time, you the Seller 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, Alipay will be relieved of any further obligation to pay those unclaimed funds to you.

      3.6 You acknowledge and agree that Alipay may receive interest on any funds held by it in performing the Alipay Services. Any such interest is for the account of Alipay, and you will not receive interest or other profits in relation to the Alipay Services.

      3.7 In the event a Buyer selects to make payment by a debit or credit card in connection with an Online Transaction, the Buyer hereby authorizes Alipay or its affiliates to charge that card to obtain the necessary funds.

      3.8 At checkout, a Buyer will have the option to store his debit or credit card details in his account with a Platform Operator. In the event the Buyer selects such option, the information will be stored by Alipay or its affiliates on behalf of the Platform Operators. The Buyer hereby authorizes Alipay or its affiliates to collect and store his debit or credit card information.

      3.9 If you experience any questions with the processing of your payment on the Platform Sites, please contact us at https://global.alipay.com/open/faq.htm and/or https://cschannel.alipay.com/newPortal.htm?scene=scene_114&enterurl=https://cshall.alipay.com/hall/index.htm&cshallId=19eabb16bde644d7b2a9d49eb17a7e4e&pcHelperRouterId=19eabb16bde644d7b2a9d49eb17a7e4e. If you have placed an order from the Platform Site(s) and experience difficulties with your order, please contact customer service at the applicable Platform Site(s).

      3.10 The Seller 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 Seller, will be determined by Alipay in its sole and absolute discretion at the time of actual settlement by Alipay of the payment amount owed to the Seller 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 Alipay shall apply to the calculation of the payment amount owed to the Seller arising from the Online Transaction.

      For the purposes of this clause 3.10:

      “Market Disruption Event” means any action, event, or circumstance whatsoever which, as determined by Alipay 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. Users’ Responsibilities

      4.1 All Online Transactions are concluded by and between Users only. You shall complete the Online Transactions in accordance with the applicable Transaction Services Agreement and the relevant Platform Site’s terms, rules and policies. You agree that you will not hold Alipay and our affiliates or agents liable for any Online Transaction or any products or services supplied under any Online Transaction.

      4.2 You agree to give all notices, provide all necessary information, materials and approvals, and render all reasonable assistance and cooperation necessary for Alipay’s provision of the Alipay Services. If your failure to do so results in any delay in the provision of any Alipay Services or cancellation of any Online Transaction, neither Alipay 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 Alipay 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 Alipay Services is true, complete, lawful and accurate, and is not false, misleading or deceptive;

      (c) you will not use the Alipay Services to defraud Alipay, our affiliates, other Users or any other person or engage in other unlawful activities (including dealing in products or services prohibited by law);

      (d) if you are a Seller 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 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

      (e) if you are a Seller of services, you will provide the services ordered with reasonable care and skills.

      4.4 If in Alipay’s sole opinion based on reasonable evidence, any User is not acting in good faith, is abusing the Alipay Services, or is in breach of this Agreement, Alipay shall have the right to request the relevant Platform Operator to cancel the Online Transaction.

      4.5 You as the User 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 Alipay Services or otherwise arising from the Online Transaction.

      4.6 To the full extent permitted by applicable law, you agree to indemnify Alipay, our affiliates and our employees, directors, officers, agents and representatives (collectively, the "Alipay 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 Alipay Services or from your breach of this Agreement. Alipay 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 Alipay in asserting any available defenses.

       

      5. Personal Data Privacy

      5.1 You agree that we may collect, hold, use and transfer your personal data in accordance with the Alipay Privacy Policy available at https://render.alipay.com/p/f/agreementpages/alipayglobalprivacypolicy.html.

       

      6. Suspension of Systems

      6.1 If you are unable to use the Alipay Services directly or indirectly due to either system suspension which has been announced by Alipay in advance, or any Force Majeure Event (as defined under Clause 8, you agree that to the full extent permitted by applicable law you will not hold the Alipay Indemnified Persons liable for any default, delay or failure in performing its obligations under this Agreement:

       

      7. Disclaimer and Limitation of Liability

      7.1 To the full extent permitted by applicable law Alipay shall only be liable for the obligations expressly set forth in this Agreement.

      7.2 You agree that all disputes from the Online Transaction shall be a matter solely between you and your counterparty.

      7.3 Users’ information is provided by the Users themselves. Alipay makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Users’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.

      7.4 Except as expressly provided in this Agreement and to the full extent permitted by applicable law, Alipay makes no warranty regarding the Alipay Services or any products or services supplied by the Sellers under any Online Transaction, including to:

      (a) the Alipay Services meeting your requirements;

      (b) the Alipay Services being uninterrupted, timely or error free; or

      (c) any products, information, materials or services obtained by you in connection with the Alipay Services meeting your requirements.

      7.5 Any information, proposal or materials that you may obtain from the Alipay Indemnified Persons or through the use of the Alipay Services, whether in writing or oral, shall not constitute Alipay’s warranty regarding the Alipay Services.

      7.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW THE ALIPAY 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.

      7.7 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE ALIPAY 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 ALIPAY SERVICES.

      7.8 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE ALIPAY INDEMNIFIED PERSONS ARISING FROM THE ALIPAY SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATION THAT ALIPAY MAY DERIVE FROM SUCH TRANSACTION.

      7.9 By using the Alipay Services, you acknowledge and agree that Alipay is not a bank or remittance agent and the Alipay Services should in no way be construed as the provision of banking services or remittance services. Alipay is not acting as a trustee, fiduciary or escrow with respect to a User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Alipay Services. Alipay does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on the Platform Sites.

      7.10 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.

      7.11 If you have a dispute with any other party, you release the Alipay 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. If you are a California resident, you agree to waive California Civil Code Section 1542, which states, in part: “A general release does not extend to claims which a creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known by him or her must have materially affected his or her settlement with the debtor.”

       

      8. Force Majeure

      Neither you, your affiliates or agents (“User Indemnified Persons”) or the Alipay Indemnified Persons (each of the User Indemnified Persons and Alipay 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.

       

      9. Jurisdiction

      9.1 This Agreement is governed by and construed under the laws of the Republic of Singapore, without regard to its principles of conflict of laws.

      9.2 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 Alipay Services (“Dispute”), the relevant parties shall first attempt to resolve the Dispute through amicable negotiations. Any and all Disputes, including any question regarding the existence, interpretation, validity, invalidity, breach or termination of this Agreement, will be referred to and finally resolved exclusively by arbitration in Singapore administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. Each party shall appoint one (1) arbitrator, and the two (2) arbitrators so appointed by the parties shall then select the third arbitrator, who shall serve as chair of the tribunal. The language of the arbitration shall be English. If any legal proceedings against the Alipay 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 Alipay Indemnified Persons harmless and indemnified against any claims, losses, damages that may be suffered by the Alipay 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.

      9.3 In any event and to the full extent permitted by applicable law, you may not make any claim against the Alipay Indemnified Persons under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.

      9.4 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.

       

      10. General Provisions

      10.1 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

      10.2 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”.

      10.3 Except for the limited purpose of processing payments as agent of Sellers in accordance with clause 3.1, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

      10.4 Any failure by Alipay 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.

      10.5 Alipay 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. Alipay may delegate any of Alipay's rights and responsibilities under this Agreement to independent contractors or other third parties. A User may not assign, in whole or part, this Agreement to any person or entity.

      10.6 If there is any conflict between the English language version and another language version of this Agreement, the English language version shall prevail.

       

       

      SCHEDULE 1

      Additional Terms and Conditions for the AliExpress Site

       

      This Schedule shall apply only to Users of the AliExpress Site

       

      1. Buyer protection plan

      You acknowledge that the AliExpress Site may also provide buyer protection plan for certain Online Transactions.

      (a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by the Platform Operator on the AliExpress Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of the Platform Operator to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.

      (b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope. Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.

       

      2. The following provision shall replace clause 3.1 in the main agreement in its entirety:

      3.1   The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers.  The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction.  Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.  For Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is the agent of Seller to receive Purchase Payments authorized by such Buyers.  

      (a)        Special sale terms for Buyers not located in the United States:

      From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to make a partial payment to secure a product and sale price (“Partial Payment”) on a special sale date (the “Sale Date”).  By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Partial Payment from Buyer and Buyer's commitment to pay the balance of the sale price (“Balance”) on the Sale Date.  Buyer's subsequent payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Purchase Payment at the agreed upon sale price. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price. In such case, the Buyer would be deemed to have canceled the Online Transaction and the Partial Payment would be refunded to Buyer.

      (b)        Special sale terms for Buyers located in the United States:

      From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to pay a deposit to secure a product and sale price (“Deposit”) on a Sale Date.  By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Deposit from Buyer and Buyer's commitment to pay the Balance on the Sale Date.  In these cases, Seller agrees that Buyer's full payment of the Deposit to Alipay constitutes final payment of the Deposit to Seller extinguishing Buyer's payment obligation to Seller for the Deposit as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  Seller also agrees that Buyer's full payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Balance as if the Buyer had paid the Seller directly, even if payment is not received by Seller from Alipay. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price.  In such case, the Buyer would be deemed to have canceled the Online Transaction and the Deposit would be refunded to Buyer.

      (c)          Market Disruption Event

       

      The Seller acknowledges that Buyers may make payment in a currency that is different from the currency of the payment amount owed to the Seller.

       

      The Seller acknowledges and agrees that in the event of a Market Disruption Event, any foreign currency exchange rate applicable to any affected Online Transactions involving an Impacted Currency, and/or method for determining such foreign currency exchange rate involving the Impacted Currency, will be determined by Alipay in its sole and absolute discretion at the time of actual settlement by Alipay of the payment amount owed to the Seller 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 Alipay shall apply to the calculation of the payment amount owed to the Seller arising from the Online Transaction.

       

      For the purposes of this clause 3.1(c):

       

      “Market Disruption Event” means any action, event, or circumstance whatsoever which, as determined by Alipay 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”.

      3.   The following provision shall be added to the end of clause 3.3 in the main agreement: 

      Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Sellers’ accounts for Online Transaction payments maintained by Alipay Merchant Services Pte. Ltd (“Alipay MS”) in accordance with applicable local law (“Seller Account”). Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Seller Account. Once funds are credited to the Seller Account, Alipay MS is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay MS.

       

      4. Certain terms in relation to Klarna Payment Methods

       

      The terms in this clause 4 of Schedule 1 apply solely to Sellers in relation to Online Transactions where a payment method provided by Klarna Bank AB (publ) or its affiliate (“Klarna Payment Method”) was used to make payment. In the event of any conflict between the terms in this clause 4 of Schedule 1 and the other terms in this Agreement (insofar as such terms relate to Sellers in respect of such Online Transactions), the terms of this clause shall prevail.

       

      (a)  Claims

      Where a Buyer makes a purchase of purchase of goods or services from the Seller and selects a Klarna Payment Method to pay for the purchase (the “Claim”), Klarna has the sole right to receive payment from the Buyer in relation to that purchase.

       

      The exclusive right to receive payment from the Buyer in relation to a Claim is assigned by Alipay to Klarna. Klarna settles the value of the Claim to Alipay, net of amounts Klarna is authorised to retain under its agreement with Alipay.

       

      Alipay is authorised to make the Klarna Payment Methods available, and settle payment for the Claims, to the Seller. In relation to Claims, only Alipay therefore has a contractual relationship with Klarna; whereas Seller only has a contractual relationship with Alipay.

       

      In the case of Online Transaction approval, the Claim arising out of the purchase vests solely in Klarna and payment to the Seller will be made via settlement by Klarna to Alipay, and by Alipay to the Seller in accordance with the respective terms agreed between such parties. Klarna will manage the collection of each Claim assigned to it.

      As between Klarna and the Seller, Klarna will control, in its sole discretion, all decisions concerning credit application approval and underwriting of any Klarna Payment Method, including decisions on applicable credit limits for Buyers

       

      (b)  Claim returns

       

      Klarna has the right to require Alipay to repay Claims in the following circumstances. In these circumstances, Alipay is required to repay any amounts paid for the Claim to Klarna, and the Seller, in turn, is required to repay Alipay.  Accordingly, Seller acknowledges and agrees that any dispute submitted to the AliExpress Site for the Platform Operator’s determination may not be determined in the Seller’s favor under the following circumstances.
      (i) If there is a dispute or contestation between the Seller and the Buyer regarding the Claim, or the Buyer’s obligation to settle the Claim, and such dispute or contestation is not based on a mere unwillingness or inability to pay (a dispute may be, for example, when the goods or services are alleged to be faulty or not delivered in full).
      (ii) Claims in which a Buyer acquires cash (e.g., currency exchange), checks or money orders.
      (iii) Claims where the Seller in connection with the placement of the order has not provided the Platform Operator with (and thus Klarna has not received) the complete list of goods/products bought by the relevant Buyer.
      (iv) Claims where the Seller has deviated from the shipping terms set forth in clause 3(c) of this Schedule 1 below. This merely applies where the Buyer insists not having made the order or insists not having received the goods, or if it is otherwise unclear who has received the goods/services.
      (v) Claims where the Buyer has used its lawful right to withdraw from/cancel its purchase or where the Seller has extended to the Buyer a right to return the goods or services in excess of what is stipulated in applicable mandatory laws.
      (vi) Claims in relation to which the Seller is imposing payment terms and conditions on Buyers specifically related to Klarna Payment Methods which conflict with the payment terms and conditions provided by Klarna to its users (e.g., if the Klarna Payment Methods has a due date of 14 days, but the Seller promotes said payment method with a 90 day due date).
      (vii) If there are obstacles restricting the pledge or transfer of the Claim (e.g., if a Claim is already pledged or transferred to a third party).

       

      (c)  Shipping-related requirements

      Seller agrees that if it fails to comply with the following shipping-related requirements in respect of an Online Transaction, then any dispute arising between the Seller and the Buyer may not be resolved by Platform Operator in favor of the Seller:

      (i) Seller must provide to the Platform Operator the Buyer’s name, tracking number, shipping carrier’s name, shipping address (including street details, city, country and region and postal code, as applicable), name of goods and product category, upon request within the time specified by the Platform Operator.  Seller shall store such shipping information for at least six months from the date of the Online Transaction.

      (ii) Seller must ship the goods to the Buyer’s shipping address approved as part of authorization of the Online Transaction. The tracking ID must be capable of tracking online, with the website of the logistics carrier or logistics carrier aggregator showing (at a minimum) “delivered” status and date and time of delivery.

      (iii) Seller must send a delivery notification to the Buyer via in-app notification or via e-mail or text message to the contact set forth in the order confirmation.

       

      (d)  Klarna ethical instructions

      Klarna or Alipay may at its sole discretion cease making Klarna Payment Methods available with respect to the Seller if the Seller offers goods or services that conflict with Klarna’s then applicable Ethical Instructions (current version available via the following link: https://cdn.klarna.com/1.0/shared/content/policy/ethic/en_gb/merchant.pdf).

      SCHEDULE 2

      Additional Terms and Conditions for the Alibaba.com Wholesale Site

       

      This Schedule shall apply only to Users of the Alibaba.com Wholesale Site.

       

      1Buyer protection plan

      You acknowledge that the Alibaba.com Wholesale Site may also provide buyer protection plan for certain Online Transactions. 

      (a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by Alibaba.com on the Alibaba.com Wholesale Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of Alibaba to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.

      (b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope.  Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.

       

      2. The following provision shall replace clause 3.1 in the main agreement in its entirety with respect to Buyers that pay through credit cards or debit cards (“Card Buyers”):

      3.1   The Card Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Card Buyers. The Seller agrees that the Card Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Card Buyer’s payment obligation to Seller as if the Card Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction.  Card Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.  For Card Buyers located in the United States or Card Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is the agent of Seller to receive Purchase Payments authorized by such Card Buyers.  

       

      3. The following provision shall replace clause 3.3 in the main agreement: 

      Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Sellers’ accounts for Online Transaction payments maintained by Alipay Merchant Services Pte. Ltd (“Alipay MS”) in accordance with applicable local law.  Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to Alipay MS.  Once funds are credited to Alipay MS, Alipay MS is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay MS.

       

       

      SCHEDULE 3

      Additional Terms and Conditions for the Tmall Global Site

       

      Nil

       

       

      SCHEDULE 4

      Additional Terms and Conditions for the Alibaba Cloud Site

       

      This Schedule shall apply only to Users of the Alibaba Cloud Site.

       

      1.   Recurring Payment Service

      This paragraph shall apply to all Buyers who have selected the Recurring Payment Service (as defined below).

      1.1  Users of the Alibaba Cloud Site have the option of giving standing instructions to Alibaba Cloud for the automatic withdrawals from a bank account or debit or credit card designated by the User (the "User Bank Account" and "User Bank Card" respectively) and accepted by Alibaba Cloud and Alipay for payment in connection with an Online Transaction (the "Recurring Payment Service"). The Recurring Payment Service will be provided by Alipay and our affiliates as part of the Alipay Services. For the avoidance of doubt, references to the "Alipay Services" in this Agreement include the Recurring Payment Service.

      1.2  Alipay shall have the sole and absolute discretion as to whether to provide the Recurring Payment Service to a User.

      1.3  You hereby authorize on a recurring basis Alipay or its affiliates to act upon the instructions of Alibaba Cloud and instruct the relevant bank in which your User Bank Account or User Bank Card is maintained (the "User Bank") to debit or credit your User Bank Account or User Bank Card for making payments in connection with an Online Transaction. You represent and warrant that you have full power and authority in relation to the User Bank Account or User Bank Card to give proper authorization to Alipay or its affiliates in order for it to provide the Recurring Payment Service to you.

      1.4  You represent and warrant that you will maintain at all times a sufficient balance in your User Bank Account or User Bank Card to enable the User Bank to make the relevant debits or credits in accordance with the instructions of Alipay or its affiliates. Alipay shall have the right to refuse to provide the Recurring Payment Service to you for an Online Transaction if your User Bank Account or User Bank Card does not have sufficient funds or credit to meet your payment obligations. Alipay shall have the right to impose an administrative fee for unsuccessful debit instructions.

      1.5  You agree that Alipay or its affiliates may collect, use, disclose and transfer information relating to your instructions and the User Bank Account or User Bank Card to other persons for the purpose of providing the Recurring Payment Service.

      1.6  To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any error, delay, neglect, or omission in the transmission of any payment under the Recurring Payment Service, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

      1.7  To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any costs, losses, damages, actions, claims and liabilities which you or any other person may incur or suffer in connection with or as a result of providing the Recurring Payment Service to you, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

      1.8  Alipay may suspend or terminate the provision of the Recurring Payment Service to a User at any time in its sole discretion.  

       

       

      SCHEDULE 5

      Additional Terms and Conditions for the Taobao Drop Shipping Site

       

      This Schedule shall apply only to Buyers on the Taobao Drop Shipping Site and relevant Sellers to such Buyers (“Relevant Sellers”).

       

      With respect to the Taobao Drop Shipping Site, Payment Services Agreement shall govern the relationship between the Relevant Seller and the respective Alipay entity that provides the Alipay Services and this Agreement shall only apply to the Buyers that use credit cards, debit cards and/or bank accounts outside of China.

       

      Where applicable, upon receipt of the Buyer’s payment, Alipay shall promptly notify the relevant Platform Site of the details of the payment.  The Relevant Seller acknowledges and agrees that settlement of funds by Alipay shall be made to the Relevant Seller's account for Online Transaction payments maintained by Alipay MS in accordance with applicable local law (“Relevant Seller Account”).  Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Relevant Seller Account.  Once funds are credited to the Relevant Seller Account, Alipay MS is responsible for the Relevant Seller’s funds, and such funds shall be made available to the Relevant Seller as agreed between the Relevant Seller and Alipay MS.

       

      1.      Auto-Debit Payment Service

      This paragraph shall apply to all Buyers who have selected the Auto-Debit Payment Service (as defined below).

      1.1  Users of the Taobao Drop Shipping Site in the applicable jurisdiction have the option of giving standing instructions to Alibaba.com Singapore E-Commerce Private Limited (“Taobao Global”) for the automatic withdrawals from a bank account or debit or credit card designated by the User (the "User Bank Account" and "User Bank Card" respectively) and accepted by Alipay for payment in connection with an Online Transaction (the "Auto-Debit Payment Service"). The Auto-Debit Payment Service will be provided by Alipay and our affiliates as part of the Alipay Services. For the avoidance of doubt, references to the "Alipay Services" in this Agreement include the Auto-Debit Payment Service.

      1.2  Alipay shall have the sole and absolute discretion as to whether to provide the Auto-Debit Payment Service to a User. For the avoidance of doubt, the Auto-Debit Payment Service shall not be provided to a User located in the U.S.

      1.3  You hereby authorize on an ongoing basis Alipay or its affiliates to act upon the instructions of Taobao Global and instruct the relevant bank in which your User Bank Account or User Bank Card is maintained (the "User Bank") to debit or credit your User Bank Account or User Bank Card for making payments in connection with an Online Transaction. You represent and warrant that you have full power and authority in relation to the User Bank Account or User Bank Card to give proper authorization to Alipay or its affiliates in order for it to provide the Auto-Debit Payment Service to you.

      1.4  You represent and warrant that you will maintain at all times a sufficient balance in your User Bank Account or User Bank Card to enable the User Bank to make the relevant debits or credits in accordance with the instructions of Alipay or its affiliates. Alipay shall have the right to refuse to provide the Auto-Debit Payment Service to you for an Online Transaction if your User Bank Account or User Bank Card does not have sufficient funds or credit to meet your payment obligations. Alipay shall have the right to impose an administrative fee for unsuccessful debit instructions.

      1.5  You agree that Alipay or its affiliates may collect, use, disclose and transfer information relating to your instructions and the User Bank Account or User Bank Card to other persons for the purpose of providing the Auto-Debit Payment Service.

      1.6  To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any error, delay, neglect, or omission in the transmission of any payment under the Auto-Debit Payment Service, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

      1.7  To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any costs, losses, damages, actions, claims and liabilities which you or any other person may incur or suffer in connection with or as a result of providing the Auto-Debit Payment Service to you, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

      1.8  Alipay may suspend or terminate the provision of the Auto-Debit Payment Service to a User at any time in its sole discretion.

       

       

      SCHEDULE 6

      Buyer Protection for the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site

       

      This Schedule shall apply only to Users of the Taobao Global Site, Tmall Site and Taobao Site.

       

      1. Buyer Protection Service

      You acknowledge that the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site may also provide buyer protection service for Buyers in certain Online Transactions on the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site (“Taobao -Tmall Buyer Protection Service”) and that the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site, in their sole discretion, determine the eligibility standards, scope, features, limitations and all other terms and conditions for and may initiate, change, modify, revoke or terminate the Taobao-Tmall Buyer Protection Service from time to time. If you are a Buyer that have been admitted to the Taobao -Tmall Buyer Protection Service, you fully and unconditionally agree to the following terms and conditions with respect to the Taobao -Tmall Buyer Protection Service:

      1.1 Account Protection. Alipay intends to use commercially reasonable efforts to employ industry customary practice security measures in processing and storing your payment information in your online accounts directly or indirectly with Alipay through the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site (“Alipay accounts”). However, you acknowledge that Alipay cannot guarantee the security and availability of services provided over open networks such as the internet at all times. Where there has been unauthorized use of your Alipay account (see Scope of Protection below), Alipay may compensate you for certain losses you suffer if you comply with the rules set out below.

      1.2 Scope of Protection.

      (a) Scope of protection.

      You may seek compensation under the Taobao -Tmall Buyer Protection Service only for direct losses suffered by you and caused by unauthorized transaction through your Alipay account, to which you have linked your credit cards, provided you have not violated any terms of the Alipay Service Agreement including provisions under this schedule.

      (b) Eligibility standards.

      You should meet at least the following conditions to be eligible for the protection under the Taobao -Tmall Buyer Protection Service:

      (i)   You have notified Alipay within 180 days of your Alipay account's unauthorized transactions.

      (ii) Your Alipay account has been used without your authorization.

      (iii) Your Alipay account has passed user identity authentication before the unauthorized transaction takes place.

      (iv) Your Alipay account has properly used Alipay security products (including but not limited to SMS verification services, etc.) or has been linked to your authorized mobile phone number before the unauthorized transaction takes place.

      (c). The amount of each compensation shall not exceed the dollar amount of direct loss caused by the unauthorized transaction. Each Alipay account shall be compensated one time and one time only for the unauthorized transaction through your linked credit card.

      (d). The following incidents are not covered by this protection service:

      (i)   Alipay, after investigation or reasonable judgement, believes that your claim of unauthorized transactions through your Alipay account is questionable, or has reason to believe that the allegedly “unauthorized transactions” are in fact authorized by you or your spouse, relatives, friends or employees, agents, etc. For example, the allegedly “unauthorized transactions” through your linked credit cards occurs in a trusted network environment (such as through an equipment or IP address normally used by you, or the transaction passed verification by SMS, etc.), or there is a suspicious situation in which your own statements do not match the facts and circumstances investigated and determined by Alipay.

      (ii) Alipay, after investigation or reasonable judgement, determines that your intentional behavior, gross negligence or illegal behavior contributed to the allegedly unauthorized transaction and your own financial losses (such as voluntarily disclose to others your Alipay account credentials including account name/password; entering account name/password on phishing website).

      (iii) Alipay, after investigation or reasonable judgment, believes that your losses are due to fraud or coercion by others.

      (iv) You fail to provide all or part of the information requested by Alipay including but not limited to the information on User Claim Letter, or do not actively cooperate with Alipay; or Alipay, in its reasonable judgment, believes that the information provided by you cannot prove that the funds in the card linked to Alipay account is spent without your authorization.

      (e) Funds in the credit card linked to your Alipay account has been lost due to third parties other than the unauthorized user that stole your Alipay account credentials.

      (f) Your Alipay account has already enjoyed the protection service before this unauthorized use, or you have recovered your losses from other means (such as submitting a chargeback request to the issuing bank).

      (g) You have not complied the Alipay Service Agreement including terms under this and other schedules, attachments, or other rules published by Alipay, and Alipay, after reasonable judgment, determines that you are not entitled to this protection service or compensation due to reasons including but not limited to your acts of fraud, speculation, and violation of the legitimate rights and interests of others on any Alibaba website, Alipay website or when using any Alibaba or Alipay products or services.

      (h) Due to force majeure factors such as typhoon, earthquake, tsunami, flood, power outage, war, terrorist attack, etc., Alibaba’s or Alipay’s system fails to perform services.

      (i) Alibaba’s or Alipay’s service interruption or delay due to hacker attacks, technical adjustments or failures in the telecommunications sector, website upgrades, banking problems, etc.

      1.3 Protection methods

      (a) You may apply for compensation from Alipay if the unauthorized transaction is within the scope and terms and conditions of this protection service. You should notify Alipay immediately after you discovers the unauthorized transaction and submit relevant application materials including but not limited to the user claim letter and supporting documents as requested by Alipay. Alipay will process your application in accordance with terms of the Alipay Services Agreement and its internal policies and procedures.

      (b) Regardless of the way Alipay chooses to protect your rights and interests, you agree and acknowledge that Alipay's decision to offer you this protection service and to compensate your losses accordingly does not mean that Alipay’s acts or omissions caused your losses, nor does it represent Alipay shall assume any liability therefor.

      (c) You agree that, whenever and as soon as Alipay determines to compensate your losses, you shall fully and unconditionally transfer to Alipay, and Alipay shall immediately obtain and assume, all your rights and claims to any party that you may have in connection with the foregoing losses. You shall not make any claims or exercise any rights that have been transferred by you to Alipay, nor may you make any additional claim to Alibaba, Alipay or any of their respective affiliates.

      (d) If you recover the loss from other channels, there is evidence that you may have committed fraud, or you should be responsible for your losses, you should notify Alipay and return the compensation paid by Alipay to you under this protection service immediately; if Alipay discovers any of the foregoing circumstances, you should repay all the amount paid to you under this protection service immediately after you receive notice from Alipay. You acknowledge and agree that Alipay reserves the right to recover from you, including but not limited to, deducting the amount that Alipay has paid to you under this protection service from all or part of your Alipay account, in the event that you do not return the compensation in time.

      (e) You understand and agree that Alipay may, in the event of an advance notice to you by email or publication on the website or app of the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site, modify any terms or conditions of or terminate or revoke this protection service unilaterally and shall not be liable for such modification or termination.

      (f) You understand and agree that when Alipay compensates you, it has the right and discretion to choose to refund to your credit card, pay to your bank account or through other means and methods.

      1.4 Risk control measures

      You understand and agree that the fact that you have claimed compensation for financial losses in connection with your use of Alipay payment services and Alipay accounts indicates that the Alipay account you are using is at risk. In order to protect you, Alipay may suspend all or part of Alipay services, including but not limited to limiting certain functions of your Alipay account such as top-up and payment.

      You agree to provide evidence, documents and information to support your compensation claim, including but not limited to: the front and back of the credit card used in the payment, the identification documents used to apply for the credit card (local ID card / passport), photo of bank statement, and User claim letter.

      1.5 User claim letter

      You shall contact the customer service of Alipay to obtain the latest form of User claim letter, which may be modified by Alipay from time to time. You shall properly complete, sign and submit a user claim letter before claiming any compensation under this Taobao–Tmall Buyer Protection Service.

       

       

      SCHEDULE 7

      Additional Terms and Conditions for the Alibaba.com Site

       

      This Schedule shall apply only to Users of the Alibaba.com Site

       

      1. Trade Assurance Program

      If you are Seller: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by Alibaba.com on the Alibaba.com Site to secure your due performance of obligations under the relevant trade assurance program. You agree to permit and hereby authorize Alipay to act on the instructions of Alibaba to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant trade assurance program.

      If you are a Buyer: You acknowledge and agree that the protection afforded to you under a trade assurance program applies to those Online Transactions where the Seller has subscribed to such program and the purchase falls within the trade assurance program scope.

       

      2. The following provision shall replace clause 3.1 in the main agreement in its entirety:

      3.1   The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. The Purchase Payment must be made in U.S. dollars or any other currencies as supported by Alipay at the time of the transaction.  Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.  For Buyers located in the U.S. or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is the agent of Seller to receive Purchase Payments authorized by such Buyers.

       

      3. The following provision shall replace clause 3.3 in the main agreement if Seller is located inside the U.S.: 

      3.3   Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Seller's account for Online Transaction payments maintained by Alipay US if Seller is located in the U.S. (the “Seller Account”).  Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Seller Account.  Once funds are credited to the Seller Account, Alipay US is responsible for Seller's funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay US. 

       

      4. The following provision shall replace clause 3.3 in the main agreement if Seller is located outside the U.S.:

      3.3 Seller acknowledges and agrees that settlement of funds by Alipay shall be made at Platform Operator’s instruction to Seller's account for Online Transaction payments maintained by Alibaba.com Hong Kong E-Commerce Private Limited (“Alibaba HK”) (“ICBU Seller Account”) or Alipay Merchant Services Pte. Ltd (“Alipay MS”), as applicable, in accordance with applicable local law. 

      Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the ICBU Seller Account or the Seller’s account with Alipay MS as applicable.  Once funds are credited to the ICBU Seller Account, Alibaba HK is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alibaba HK.  Once funds are credited to the Seller’s account with Alipay MS, Alipay MS is responsible for the Seller’s funds, and such funds shall be made available to the Seller as agreed between the Seller and Alipay MS.

      Alipay shall retain the funds received in connection with an Online Transaction until instructed by the Platform Operator. Alipay shall process the funds in accordance with instructions of the Platform Operator.

       

      5. In the event of a refund, the User acknowledges and agrees that refunds shall be made at the Platform Operator’s instruction directly (or indirectly through an affiliate of Alipay MS), but that responsibility for the refund lies with Alibaba HK.

      6. Offline Alipay Services

      This provision shall apply only to Users of Offline Alipay Services:

      6.1 For the purposes of this clause, “Offline Transactions” refers to offline transactions  concluded between you and a buyer outside of the Alibaba.com Site,  whereby after such transactions are completed, you, being a Seller on the Alibaba.com Site shall upload details corresponding to such transactions onto the Alibaba.com Site, and in respect of which you wish Alipay and/or our Affiliates to provide Offline Alipay Services to you.

      1. Offline Alipay Services

      1.1 The following provision shall replace clause 2.1 of the main agreement if the transaction is an Offline Transaction:

      2.1 The “Offline Alipay Services” are services provided by Alipay and our Affiliates to facilitate payments in connection with Offline Transactions. Each of your Offline Transactions continue to be subject to the applicable terms between you and the Alibaba.com Site.

      1.2 The following provision shall replace clause 2.2 of the main agreement if the transaction is an Offline Transaction:

      2.2  The Alipay Services are only available to a “User” who is a “Seller” on the Alibaba.com Site. A User who sells or provides any product or service in an Offline Transaction is referred to as a “Seller”. If your subscription to any services of the Platform Sites expires or is terminated for any reason, you will not be eligible to use the Offline Alipay Services to conclude Offline Transactions.

      1.3 The following provision shall replace clause 2.3 of the main agreement if the transaction is an Offline Transaction:

      2.3  Alipay shall have the right to refuse to provide the Offline Alipay Services for an Offline Transaction if (a) the Offline Transaction does not satisfy the terms and conditions in the applicable terms between you and the Alibaba.com Site 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 Alipay during the course of its verification and transaction monitoring checks rejects, cancels or has any fraud or fraud related suspicions relating to such Offline Transaction; and/or (c) if Alipay has reason to believe that the Offline Transaction may violate any laws, rules or regulations or may otherwise subject Alipay or any of our Affiliates to liability or obligation. You agree that Alipay and/or its local Affiliates shall have the sole and absolute discretion to send or transfer funds subject to the terms of this Agreement and in accordance with the instructions of the Alibaba.com Site.

      1.4 The following provision shall replace clause 2.4 of the main agreement if the transaction is an Offline Transaction:

      2.4  Notwithstanding any other provision of this Agreement, Alipay may terminate or suspend the Offline Alipay 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 acts or omissions of a governmental or regulatory authority or agency prohibit or impede Alipay (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.

      2. Offline Alipay Services for Offline Transactions

      2.1 The following provision shall replace the whole of clause 3 of the main agreement if the transaction is an Offline Transaction:

      3.1  Seller acknowledges and agrees that Alipay shall retain funds received from a buyer in connection with an Offline Transaction until such time that Alipay requires to complete and be satisfied with the outcome of its verification and transaction monitoring checks on the relevant Seller and the particular Offline Transaction.

      3.2 You hereby acknowledge and agree that after the checks referred to in Clause 3.1 are completed, Alipay shall take instructions from the Alibaba.com Site in deducting, withholding, releasing, transferring and otherwise disposing of any such settlement funds received from buyers arising from the Offline Services (“Offline Settlement Funds”) to the designated account(s) maintained with China Citic Bank Shenzhen Branch ("CITIC") (the “CITIC Account”) as specified by the Alibaba.com Site, in accordance with applicable local law. 

      3.3 You hereby acknowledge and agree that Alipay's obligation to remit the Offline Settlement Funds is extinguished once funds are credited to the CITIC Account. Once funds are credited to the CITIC Account, (i) CITIC is responsible for the Sellers' funds, (ii) Alipay shall no longer be responsible for such Offline Settlement Funds, (iii) the relevant Offline Settlement Funds shall be made available to Seller as agreed between the Seller and CITIC and the Alibaba.com Site, and (iv) any and all disputes relating to these Offline Settlement Funds will be resolved between you, CITIC and the Alibaba.com Site.

      6.2 In the event of a refund, and provided that the Offline Settlement Funds are still held by Alipay and/or its Affiliates, the User acknowledges and agrees that refunds shall be made at the Alibaba.com Site’s instruction directly or indirectly provided to Alipay and/or its Affiliates, but that responsibility for the refund lies with the Alibaba.com Site and/or its Affiliates (as the case may be).

       

      6.3 In the event of a refund and the Offline Settlement Funds are no longer held by Alipay and/or its Affiliates, the User acknowledges and agrees that refunds shall be made by the Alibaba.com Site directly without the involvement of Alipay.

       

      7. Seller shall not sell to any Users in India any goods that are prohibited or restricted from import under Indian laws, including the goods set out below:

       

      (i)           Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;

      (ii)          Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

      (iii)         Body parts which includes organs or other body parts;

      (iv)         Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (Spam);

      (v)          Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

      (vi)         Child pornography which includes pornographic materials involving minors;

      (vii)        Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;

      (viii)       Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

      (ix)         Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

      (x)          Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;

      (xi)         Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

      (xii)        Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

      (xiii)       Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

      (xiv)       Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;

      (xv)        Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

      (xvi)       Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;

      (xvii)     Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;

      (xviii)    Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

      (xix)       Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;

      (xx)        Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;

      (xxi)       Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner;

      (xxii)     Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;

      (xxiii)    Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

      (xxiv)    Securities, which includes stocks, bonds, or related financial products;

      (xxv)     Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

      (xxvi)    Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related products;

      (xxvii)   Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

      (xxviii)  Wholesale currency, which includes discounted currencies or currency, exchanges;

      (xxix)    Live animals;

      (xxx)     Multi Level marketing collection fees;

      (xxxi)    Matrix sites or sites using a matrix scheme approach;

      (xxxii)   Work-at-home information;

      (xxxiii)  Drop-shipped merchandise;

      (xxxiv)   Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals.

       

      SCHEDULE 8

      Special Terms for Users in the European Economic Area

       

      Alipay (Europe) Limited S.A. is a public limited liability company (société anonyme) organised under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (R.C.S. Luxembourg) under number B188095 with registered address 11-13 Boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of Luxembourg and authorised by the Luxembourg Financial Sector Regulator (Commission de Surveillance du Secteur Financier) as an electronic money institution under the Payment Services Law (as defined below) for the issuance and/or acquiring of payment instruments ("Alipay Lux").

       

      This Schedule 8 forms part of, and amends, the Agreement where You are an individual located in, or a legal entity with its registered or head office in, the European Economic Area and Alipay Lux is providing the Alipay Services to You in the European Economic Area. If any provision in this Schedule 8 conflicts with a provision in the Agreement, the provision in this Schedule 8 will prevail. The Agreement and any notices given in connection with it, will be in English. If You are a consumer and would like a copy of the Agreement or any further information about the Alipay Services at any time please contact Alipay Lux via the Site.

       

      1.  Interpretation

      1.1   In this Schedule 8:

      (a)  capitalised terms used but not defined have the meanings given to them in the Agreement;

      (b)  “Business Day” means a day, other than a Saturday, Sunday or public holiday in Luxembourg, when banks in Luxembourg are normally open for business;

      (c)  “Cleared Funds” means funds in respect of a Payment Request which are no longer subject to a right of recall;

      (d)  “EEA” means the European Economic Area;

      (e)  “Payment Request” means any request from You to Alipay Lux to initiate a payment transaction;

      (f)  “Payment Services Law” means the Luxembourg law of 10 November 2009 on payment services, as amended;

      (g)  “PSD2” means Directive (EU) 2015/2366;

      (h)  “Settlement Account” means an account or accounts designated by You as the account to be debited and credited by Alipay Lux for card transactions, fees, chargebacks and other amounts due and payable.

      (i)  “Settlement Amount” means in respect of a payment order, the total amount, including the amount of the transaction and any fees, charges and costs that You owe to us pursuant to the Agreement in relation to the payment order;

      (j)  the terms “consumer” (consommateur), “payment order” (ordre de paiement) and “payment transaction” (opération de paiement) shall have the meaning given to it in the Payment Services Law;

      (k)  references to legislation, including the Payment Services Law and PSD2, are to such legislation as amended, updated and replaced from time to time.

       

      2.  Alipay Services

      2.1   Where You are an individual residing in, or a legal entity with its registered or head office in, the EEA, Alipay Lux will provide the Alipay Services to You.

       

      3.  Opt-out of certain provisions in the Payment Services Law

      3.1   Where You are not a consumer, You hereby expressly agree that:

      (a)  the provisions of Title III of the Payment Services Law, including Article 3 letter (o) (Negative scope), paragraph (3) of Article 48-1 (Conditions for exemptions relating to electronic money institutions), Article 60 (Information charges), Article 60-1 (Burden of proof with respect to information requirements), Article 61 (Currency and currency conversion), Article 62 (Information on additional charges or reductions), Article 65 (Prior general information), Article 66 (Information and conditions), Article 66-1 (Information for payer’s account servicing payment service provider in the event of a payment initiation service), Article 67 (Information for the payer after receipt of the payment order), Article 68 (Information for the payee after execution), Article 70 (Prior general information), Article 71 (Information and conditions), Article 72 (Accessibility of information and conditions of the framework contract), Article 73 (Changes in conditions of the framework contract), Article 74 (Termination), Article 75 (Information before execution of individual payment transactions), Article 76 (Information for the payer on individual payment transactions) and Article 77 (Information for the payee on individual payment transactions) thereof, shall not apply to the Agreement;

      (b)  the following provisions of Title IV of the Payment Services Law shall not apply to the Agreement: paragraph (1) of Article 79 (Charges applicable), paragraphs (3) and (4) of Article 81-3 (Provisions concerning access to data and payment accounts and the use of such data in the context of account information services), Article 86 (Evidence on authentication and execution of payment transactions), Article 88 (Payer's liability for unauthorised payment transactions), Article 89 (Refunds for payment transactions initiated by or through a payee), Article 90 (Requests for refunds for payment transactions initiated by or through a payee) and Article 93 (Irrevocability of a payment order), Article 101 (Non-execution or defective execution);

      (c)  the provisions of Title III and Title IV of PSD2, as implemented in other EEA member states shall not apply to the Agreement.

      3.2    You represent and warrant that You are not a consumer and are deemed to repeat such representation and warranty each time You submit a payment request to Alipay Lux unless You have notified Alipay Lux that this is not the case.

      3.3    You shall notify Alipay Lux in writing immediately if at any time during the term of the Agreement You become a consumer, in which case Alipay Lux may (in its absolute discretion) cease to provide some or all of the Alipay Services under the Agreement to You.

       

      4.  Consent to the use of personal data

      4.1   You consent to Alipay Lux accessing, processing and/or retaining personal data for the purposes of providing the Alipay Services.

       

      5.  Communications and notices

      5.1    Where You are a consumer, Alipay Lux will usually contact You via e-mail or the Site.

      5.2    Where the applicable law requires Alipay Lux to provide information to You on a "durable medium", Alipay Lux via e-mail or the Site.

      5.3   All communications and notices to be given or sent under the Agreement shall be in English.

       

      6.  Complaints and disputes

      6.1   All complaints relating to the Agreement will be processed pursuant to Alipay Lux’s complaint resolution procedures, which Alipay Lux will make available to You in English on the Site. Alipay Lux may amend and update such procedures from time to time.

       

      7.  Date of effect of this Schedule 8

      7.1   This Schedule 8 shall continue in effect until the Agreement is terminated or expires pursuant to its terms.

       

      8.  Amendments

      8.1    Where You are a consumer, the Agreement may be amended by written agreement between You and Alipay Lux, by Alipay Lux giving You two (2) months’ notice in writing of the amendments. If You reject in accordance with section 8.3 below, You have the right to terminate the Agreement free of charge and with effect at any time until the date when the amendments would have applied.

      8.2    Where You are not a consumer, the Agreement may be amended by written agreement between You and Alipay Lux or, in the case of amendments required by applicable law, unilaterally by Alipay Lux giving You two (2) weeks’ notice in writing of the amendments.

      8.3    You agree that You will be deemed to accept any changes to the Agreement, unless You notify Alipay Lux before the date of their proposed date of entry into force that such changes are not accepted. If You do not terminate the Agreement and continue to use the Alipay Services after the changes have taken effect, You will be deemed to have accepted such changes.

       

      9.  Consent to execute online transactions

      9.1   You agree that by submitting a payment order, You consent to the execution of the Online Transaction.

       

      10.    Refusal of payment orders

      10.1  Subject to its obligations under the Payment Services Law, and unless otherwise specified in the Agreement, Alipay Lux may refuse to accept a Payment Request or a payment order.

       

      11.    Incoming payments

      11.1  Where You are the Seller, You agree that, unless otherwise agreed in writing between You and Alipay Lux (in the Agreement or otherwise), the time of receipt of a payment order will be the time Alipay Lux receives the payment order or, where Alipay Lux receives the payment order after 15.00 hrs or on a day that is not a Business Day, the next Business Day.

       

      12.    Deductions

      12.1  Where You are the Seller, Alipay Lux will deduct or pay (as applicable) amounts it receives on your behalf by way of settlement of transactions from a third party payer:

      (a)  firstly, in payment of all amounts due to Alipay Lux, including in respect of fees, charges and costs due and payable pursuant to the Agreement or as set out in any invoices which we have sent to You; and

      (b)  secondly, unless otherwise agreed in writing between Alipay Lux and You (in the Agreement or otherwise), to your Settlement Account.

       

      13.    Outgoing payments

      13.1  In order to make a payment order, Alipay Lux may require that You provide it with certain information pursuant to the contractual terms of the relevant Platform Site.

      13.2  Where You are the Buyer and You submit a Payment Request (as payer) to a payee, unless otherwise agreed in writing between You and Alipay Lux (in the Agreement or otherwise), the time of receipt of a payment order will be the later of:

      (a)  the time Alipay Lux receives the Payment Request or, where Alipay Lux receives the Payment Request after 15.00 hrs or on a day that is not a Business Day, the next Business Day; and

      (b)  the time Alipay Lux receives the Settlement Amount in full in Cleared Funds.

       

      13.3  Once Alipay Lux has received your payment order pursuant to section 13.2 above, You may not revoke the payment order.

      13.4  Where You are a consumer, when Alipay Lux receives a payment order from You, Alipay Lux shall provide You with information on the maximum execution time for the payment services and any charges payable by You.

       

      14.    Non-execution or defective or late execution of payment transactions

      14.1  Where You are a consumer, Alipay Lux is liable to You for the correct execution of the payment transaction following the payment order requested by You, unless it can prove that the payee’s payment service provider received the correct amount of the payment transaction in accordance with the information in your payment order. 

      14.2  Where Alipay Lux has incorrectly executed a payment transaction and is liable, Alipay Lux shall refund You the amount of the payment transaction without undue delay and in any event, no later than the end of the next Business Day on which Alipay Lux becomes aware of an incorrectly executed payment transaction. 

      14.3  Where You are a consumer, if You become aware of an unauthorised or incorrectly executed payment transaction, You shall notify Alipay Lux without undue delay and in any event no later than thirteen months after the debit date of such transaction.

      14.4  Where You are not a consumer, if You become aware of an unauthorised or incorrectly executed payment transaction, You shall notify Alipay Lux without undue delay and in any event no later than thirty days after the debit date of such transaction.

       

      15.    Severability

      15.1  If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph will not affect the validity and enforceability of the rest of this the Agreement.

       

      16.    Liability, rights and obligations

      16.1  Nothing in the Agreement will exclude or limit any liability, or disapply or limit any rights or obligations, under the Payment Services Law, PSD2 or any other applicable laws that cannot be so excluded, disapplied or limited in accordance with the Payment Services Law, PSD2 and any other applicable laws (such liability, rights and obligations, together, “Mandatory Rules”). In the event of any conflict between a provision in the Agreement and any Mandatory Rule, the Mandatory Rule will prevail.

       

      17.    Termination

      17.1  Where You are a consumer, Alipay Lux may terminate the Agreement which is concluded for an indefinite term by giving You two (2) months’ prior notice. 

      17.2  Where You are not a consumer, Alipay Lux may terminate the Agreement by giving you one (1) months’ prior notice.

      17.3  You may terminate the Agreement at any time by giving Alipay Lux one month’s prior notice in writing.

      17.4  The rights of termination of the User contained in this Agreement will however not apply where the Payment Services Law and/or any other current or future Luxembourg payment services laws and regulations prohibit the termination of the present Agreement for an event of insolvency or similar event of Alipay Lux.

       

      18.   Third party rights

      18.1  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  

       

      19.   Governing law and jurisdiction

      19.1  Where You are in the EEA and Alipay Lux is providing the Alipay Services to You, the Agreement shall be governed by the law of the Grand Duchy of Luxembourg. In the event of any dispute or claim arising from or in connection with the Agreement or your use of the Alipay Services, the relevant parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of the Agreement), You irrevocably consent to the matter being referred to and finally resolved by arbitration in Luxembourg by the Arbitration Center of the Luxembourg Chamber of Commerce. If any dispute is submitted to the Arbitration Center of the Luxembourg Chamber of Commerce for arbitration, the arbitration shall be conducted in accordance with the Rules of Arbitration of the Arbitration Center of the Luxembourg Chamber of Commerce in force at the time of applying for arbitration, which are deemed to be incorporated by reference in this paragraph. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Luxembourg. The language to be used in the arbitral proceedings shall be English. The arbitration award rendered by the Arbitration Center of the Luxembourg Chamber of Commerce shall be final and binding on all the relevant parties.

      19.2  The foregoing is without prejudice to the right of the User to initiate ordinary court proceedings if the User is a consumer and to issue a complaint with the Luxembourg Financial Sector Regulator (Commission de Surveillance du Secteur Financier) in order to obtain an out of court settlement. More information about such dispute resolution procedure with the Luxembourg Financial Sector Regulator can be found here If You are a consumer You also can use the platform made available via the following website https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage.

       

       

      SCHEDULE 9

      Additional Terms and Conditions for the Allylikes Site

       

      This Schedule shall apply only to Users of the Allylikes Site.

       

      1. Buyer protection plan

      You acknowledge that the Allylikes Site may also provide buyer protection plan for certain Online Transactions.

      (a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by the Platform Operator on the Allylikes Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of the Platform Operator to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.

      (b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope. Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.

       

      2. The following provision shall replace clause 3.1 in the main agreement in its entirety:

      3.1   The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers.  The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction.  Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.  For Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is the agent of Seller to receive Purchase Payments authorized by such Buyers.  

      (a)      Special sale terms for Buyers not located in the United States:

      From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to make a partial payment to secure a product and sale price (“Partial Payment”) on a special sale date (the “Sale Date”).  By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Partial Payment from Buyer and Buyer's commitment to pay the balance of the sale price (“Balance”) on the Sale Date.  Buyer's subsequent payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Purchase Payment at the agreed upon sale price. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price. In such case, the Buyer would be deemed to have canceled the Online Transaction and the Partial Payment would be refunded to Buyer.

      (b)      Special sale terms for Buyers located in the United States:

      From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to pay a deposit to secure a product and sale price (“Deposit”) on a Sale Date.  By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Deposit from Buyer and Buyer's commitment to pay the Balance on the Sale Date.  In these cases, Seller agrees that Buyer's full payment of the Deposit to Alipay constitutes final payment of the Deposit to Seller extinguishing Buyer's payment obligation to Seller for the Deposit as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  Seller also agrees that Buyer's full payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Balance as if the Buyer had paid the Seller directly, even if payment is not received by Seller from Alipay. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price.  In such case, the Buyer would be deemed to have canceled the Online Transaction and the Deposit would be refunded to Buyer.

      (c)       Market Disruption Event

       

      The Seller acknowledges that Buyers may make payment in a currency that is different from the currency of the payment amount owed to the Seller.

       

      The Seller acknowledges and agrees that in the event of a Market Disruption Event, any foreign currency exchange rate applicable to any affected Online Transactions involving an Impacted Currency, and/or method for determining such foreign currency exchange rate involving the Impacted Currency, will be determined by Alipay in its sole and absolute discretion at the time of actual settlement by Alipay of the payment amount owed to the Seller 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 Alipay shall apply to the calculation of the payment amount owed to the Seller arising from the Online Transaction.

       

      For the purposes of this clause 3.1(c):

       

      “Market Disruption Event” means any action, event, or circumstance whatsoever which, as determined by Alipay in its sole and absolute discretion:

       

      (iii)         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

      (iv)         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”.

      3. The following provision shall be added to the end of clause 3.3 in the main agreement: 

      Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Seller's account for Online Transaction payments maintained by Alipay Merchant Services Pte. Ltd (“Alipay MS”) in accordance with applicable local law (“Seller Account”).  Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Seller Account.  Once funds are credited to the Seller Account, Alipay MS is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay MS.

       

       

       

       


       

       

      #Alipay MS Terms and Conditions

      (Updated as of July 2021)

       

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

      1.     ABOUT Alipay MS

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

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

      2.     SCOPE OF THESE TERMS AND CONDITIONS

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

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

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

      3.     The Alipay MS Services

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

      Basic Services

      Settlement Service

      This service ("Settlement Service") enables you to:

      (a)    receive into your Alipay MS Account settlement funds for goods and services which you have sold on the Alibaba Platforms or Approved Platforms, or for which payment is processed by Alipay MS' affiliates ("Settlement Service (Receipt)"); and

       

      (b)    withdraw, at any time, all or part of the funds in your Alipay MS Account to your same name account ("Settlement Service (Withdraw)").

      Transaction Records Inquiry

      You may view and manage your online activity through the Merchant Portal.

      Others

      Alipay MS may make available such other Basic Services from time to time.

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

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

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

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

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

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

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

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

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

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

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

      Schedule A

      Settlement Service (Receipt)

      Schedule B

      Settlement Service (Withdraw)

      Schedule C

      General Terms and Conditions

      Schedule D

      Prohibited Transactions

      Schedule E

      Definitions

       

       


      Schedule A

      settlement service (receipt)

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

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

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

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

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

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

       

       


      Schedule B

      SETTLEMENT SERVICE (WITHDRAW)

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

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

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

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

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

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

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

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

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

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

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


      Schedule C

      GENERAL TERMS AND CONDITIONS

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

      1.     REGISTERING FOR Alipay

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

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

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

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

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

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

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

      2.     MAINTAINING YOUR Alipay MS ACCOUNT

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

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

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

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

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

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

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

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

      3.     KEEPING YOUR Alipay MS ACCOUNT SAFE

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

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

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

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

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

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

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

      4.     CLOSING YOUR Alipay MS ACCOUNT

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

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

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

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

      5.     FEES

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

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

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

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

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

      6.     YOUR DATA

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

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

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

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

      7.     LIABILITY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      8.     TERMINATION AND SUSPENSION

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

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

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

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

      9.     HOW WE COMMUNICATE

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

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

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

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

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

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

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

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

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

      10. COMPLAINTS

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

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

      11. MISCELLANEOUS

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

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

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

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

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

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

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

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

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

      10.   If you are a Singapore resident, your relevant money (as defined in the Payment Services Act 2019 (No. 2 of 2019)) is being safeguarded by an undertaking from Standard Chartered Bank (Singapore) Limited which will be fully liable to you for such relevant money.

       

       

       

       


      Schedule D

      PROHIBITED TRANSACTIONS

      This Schedule D is applicable to all Alipay MS Services.

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

      2.      It is strictly forbidden to make or receive payments as consideration for or in connection with the following prohibited products and services:

      1.        

      Illegal political audio visual products and publications

      2.        

      Illegal political program channels

      3.        

      State secret documents and information

      4.        

      Pornographic and vulgar audio visual products, channels and publications

      5.        

      Pornographic and vulgar erotic services

      6.        

      Gambling devices and accessories

      7.        

      Lottery

      8.        

      Gambling service

      9.        

      Narcotics and related accessories

      10.    

      Weapons of all types (including daggers, firearms and accessories), replica  weapons, ammunitions and explosives)

      11.    

      Military or police equipment

      12.    

      Illegally obtained proceeds or properties as result of crime

      13.    

      Poisonous or hazardous chemicals

      14.    

      Batons and electric batons

      15.    

      Lock picking tools and accessories

      16.    

      Anesthetic, psychotropic or prescription medicine illegal unregistered medicine

      17.    

      Fetal gender determination

      18.    

      Aphrodisiac

      19.    

      Medical services, including medical consulting, hypnotherapy, plastic surgery

      20.    

      Hacking services or accessories

      21.    

      Malwares

      22.    

      Illegal publication of certificates issuing or carving of stamps

      23.    

      Crowd funding

      24.    

      Video chatting services

      25.    

      All religious websites, publication or accessories

      26.    

      Online cemeteries and ancestor worshipping

      27.    

      Sales of personal information (e.g. identity card information)

      28.    

      Espionage equipment and accessories

      29.    

      Services or products that infringe on personal privacy (e.g. online activity monitoring)

      30.    

      Pyramid schemes and multi-level marketing

      31.    

      Gold investment

      32.    

      Cash disbursement from credit funding sources (e.g. credit cards)

      33.    

      Counterfeit currency

      34.    

      Illegal sale of financial information (e.g. bank accounts, bank cards)

      35.    

      Stock and securities

      36.    

      Mutual Funds

      37.    

      Insurance products and platforms

      38.    

      Financial products and services

      39.    

      Rebate or cashback services

      40.    

      Software or products related to trading of financial products and information

      41.    

      Single-purpose prepaid cards (including gift cards and other stored value cards)

      42.    

      Illegal or un-registered fund-raising activities

      43.    

      Foreign exchange services

      44.    

      Peer to peer (P2P) lending services

      45.    

      Payment by instalments service

      46.    

      Trading in invoices issued within the Peoples’ Republic of China

      47.    

      Trading or sale of virtual currencies (e.g. Bitcoin, Litecoin)

      48.    

      Satellites and antennas

      49.    

      Archaeological and cultural relics

      50.    

      Trading or distribution of currency (both RMB and foreign currencies)

      51.    

      Counterfeit or replica food products

      52.    

      Online sale of tobaccos and cigarettes

      53.    

      Fireworks and firecrackers

      54.    

      Crude oil

      55.    

      Human organs

      56.    

      Surrogacy services

      57.    

      Services to facilitate plagiarism and examination fraud

      58.    

      Protected species

      59.    

      Smuggled goods

      60.    

      Sales of distribution of event tickets without license (e.g. Olympic Games or World Expo tickets)

      61.    

      Seeds

      62.    

      Real estates

      63.    

      Charitable Organizations

      64.    

      Auction sites and services

      65.    

      Pawn services

      66.    

      Lucky draw

      67.    

      Sale of animals, plants or products with contagious and hazardous diseases

      68.    

      Sale of animals, plants or products originating from areas declared with an epidemic outbreak of contagious diseases

      69.    

      Services or products facilitating unlawful public gathering

       

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

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

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

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

       


      Schedule E

      DEFINITIONS

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

      Term

      Meaning

      Advanced Services

      has the meaning ascribed to it in paragraph 3.1.

      Alibaba Platforms

      means the e-commerce platforms provided by Alibaba Group, including http://www.tmall.hk, www.alitrip.com, http://www.alimama.com, http://www.aliexpress.com, http://www.alibaba.com, http://global.cainiao.com or other platforms operated by Alibaba Group.

      Alipay Global Merchant Management Team

      means our merchant services and management team, which you can reach by emailing global.service@alipay.com (business support) or overseas_support@service.alibaba.com (technical support).

      Alipay MS

      means Alipay Merchant Services Pte. Ltd. (company registration number: 201735998W) and its successors and assigns.

      Alipay MS Services

      means all of our products and services and any other features, technologies and functionalities offered by us on the Merchant Portal or through other means (each a "Service”), and which comprise the Basic Services and Advanced Services.

      Alipay MS Account

      means the account established for each user of Alipay MS Services to effect the registration for, and enable the ongoing use of, the Alipay MS Services and does not constitute a bank account or other financial instrument. Such Alipay MS Account includes customer information, payment history and other information related to such customer's use of the Alipay MS Services.

      Applicable Law

      means any law, regulation, rule, requirement, judgement, decree, order, notice or directive, including, without limitation, any global, federal, country, state or local laws, rules and regulations and including those issued by governmental or regulatory authorities having jurisdiction over you or Alipay MS, that are applicable to you or Alipay MS or you or Alipay MS' business or which you or Alipay MS is otherwise subject to.

      Approved Platforms

      means the e-commerce platforms approved by Alipay MS from time to time, including trusple.worldfirst.com.cn and https://www.trusple.com

      Basic Services

      has the meaning ascribed to it in paragraph 3.1.

      Business Day

      means any day other than a Saturday or a Sunday or a public or bank holiday in Singapore.

      Credentials

      has the meaning ascribed to it in paragraph 3.9.

      Merchant Portal

      means the web portal accessible by the registered users of the Alipay MS Accounts in connection with the Alipay MS Services provided to them

      Pricing and Fees

      has the meaning ascribed to it in Schedule C, paragraph 5.1.

      Privacy Policy

      means Alipay MS's policy governing the collection, use, processing, disclosure and transfer of personal data which is available on the Merchant Portal, as may be amended from time to time.

      Selected User

      has the meaning ascribed to it in paragraph 3.2.

      Settlement Service

      has the meaning ascribed to it in paragraph 3.1.

      Settlement Service (Receipt)

      has the meaning ascribed to it in paragraph 3.1.

      Settlement Service (Withdraw)

      has the meaning ascribed to it in paragraph 3.1.

      Terms and Conditions

      means these Alipay MS Terms and Conditions, including the Schedules, which may be amended or supplemented from time to time, and as may be published on the Merchant Portal. Any additional or supplementary terms and conditions which Alipay MS may impose from time to time in relation to the use of the Alipay MS Services shall be deemed to form part of these Terms and Conditions.

      We, us and our

      mean Alipay MS.

      You and your

      means you, the natural person or legal entity in whose name the Alipay MS Services are registered to.

       

       


       

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

       

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

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

      1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

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

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

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

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

      2.    TOP UP SERVICE

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

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

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

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

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

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

      3.     definitions

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

      Term

      Meaning

      Relevant Bank

      has the meaning ascribed to it in paragraph 2.2.

      Top Up Service

      has the meaning ascribed to it in paragraph 1.1.

      4.    MISCELLANEOUS

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

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

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

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

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

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

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

       


       

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

       

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

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

      1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

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

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

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

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

      2.     global PAYMENT SERVICE

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

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

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

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

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

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

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

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

      3.     MISCELLANEOUS

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

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

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

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

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

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

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

       

       


       

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

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

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

      1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

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

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

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

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

      2.     CURRENCY CONVERSION SERVICE

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

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

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

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

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

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

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

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

      3.     DEFINITIONS

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

       

      Term

      Meaning

      Currency Conversion Service

      has the meaning ascribed to it in paragraph 1.1.

      Currency Conversion Commercial Terms

      has the meaning ascribed to it in paragraph 2.5.

      Currency Conversion Contract

      means each and every currency conversion contract entered into between you and us.

      Instruction Date

      has the meaning ascribed to it in paragraph 2.5.

      Original Currency

      means the currency being converted from by us for you.

      Target Currency

      means the currency being converted to by us for you.

      Value Date

      means the date your Target Currency becomes ready for delivery. The Value Date is the same date as the Instruction Date, provided that the instructions from you are received before a cut-off time on the Instruction Date as Alipay MS may determine in its sole discretion. If the instructions are received after such cut-off time on the Instruction Date, the Value Date shall be the next business day that commercial banks are open in Singapore, in the country whose currency is the Original Currency and in the country whose currency is the Target Currency.

      4.     MISCELLANEOUS

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

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

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

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

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

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

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

       


       

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

       

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

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

      1.    SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

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

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

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

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

      2.     ALIBABA PAYMENT SERVICE

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

      2.      Alibaba Platform Security Deposit.

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

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

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

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

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

      3.      Alibaba Platform fees.

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

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

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

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

      3.     DEFINITIONS

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

       

      Term

      Meaning

      Alibaba Payment Service

      has the meaning ascribed to it in paragraph 1.1.

      Alibaba Platform Security Deposit

      has the meaning ascribed to it in paragraph 2.2(A).

      Alibaba Platform Terms

      has the meaning ascribed to it in paragraph 2.2(A).

      4.     MISCELLANEOUS

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

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

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

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

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

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

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

       

       

       


       

      Notice for non-Singapore residents

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