Trusple Platform Registration and Use Agreement

Thank you for choosing the Trusple Platform. This Trusple Platform Registration and Use Agreement (this “Agreement”) is entered into by and between the Trusple contracting company determined in accordance with Clause 1.5 (the “Company” or “We”), you (including the organisation (whether corporate or unincorporated) which you are using the Trusple Platform on behalf of (“Your Organisation”) (“You” or, where appropriate, a “Registered User”) and the other Registered Users. In this Agreement, each of the above mentioned parties is referred to as a “Party” and collectively referred to the “Parties”.

If you as signing Party provide your identification information in the registration:

To protect your information, this Agreement will hide part of your identity information when it is displayed to you. You acknowledge and agree that your identity information hereunder shall be your certified identity information on the Trusple Platform.

[Special Reminder]

Given you have applied to us for use of the services on the Trusple Platform, we respectfully suggest that, before accepting this Agreement (the date on which you accept this Agreement shall be the “Acceptance Date”) on the Trusple Platform website or any relevant software client portal (hereinafter collectively referred to as the “Trusple Platform”) operated by the Company, you should clearly and fully understand all the terms and conditions hereof.

You shall read this Agreement carefully prior to accepting this Agreement. Please read the terms and conditions carefully and understand them fully, especially those in the bold and the underscored clauses, which will require more of your attention.

[Signing Action]

You acknowledge and agree that, upon your acceptance of this Agreement (whether by ticking the checkbox to accept, clicking to accept or otherwise accepting this Agreement including, without limitation, accepting by electronic signing or through other agreements), you will become a party to this Agreement, this Agreement is binding and made effective on you immediately, and you will assume the corresponding rights and obligations in such capacity as you choose in accordance with the terms of this Agreement. We hereby specifically remind you that this Agreement has different qualification requirements, and contractual rights and obligations for different contracting parties. Therefore, you should read the relevant terms and conditions carefully, and confirm that you satisfy the relevant qualification requirements, and are fully authorized and capable to exercise the rights and perform the obligations applicable to you hereunder. You acknowledge and agree that you have the legal authority to accept this Agreement on behalf of Your Organisation and bind Your Organisation. If you have failed to enter into this Agreement as required above, and thus are unable to pass the certification process or exercise any right or perform any obligation hereunder, you shall be held liable for all liabilities arising therefrom, and the other Parties (being the Company and the other Registered Users) reserve all the rights to claim against you in accordance with the applicable laws, this Agreement and the other Participation Documents.

You agree that the Company shall have the right to formulate, modify or amend this Agreement and/or the relevant Participation Documents from time to time in accordance with Clause 14.2 hereof. If you continue to use our services after any amendment of this Agreement in accordance with Clause 14.2, you will be deemed to have read, understood and accepted this Agreement as modified or amended and will use our services in accordance therewith. In the case of controversy, the latest version of Trusple Platform Registration and Use Agreement shall apply.

1               Definitions

Unless defined in the following or otherwise defined herein, terms shall have the same meanings that are ascribed to them in the Rulebook.

1.1         “Agreement” means this Trusple Platform Registration and Use Agreement, as amended from time to time.

1.2         “Authorized Operator” means the business operator, checker or such other person designated and expressly authorized by a Registered User, and such person shall carry out relevant operations on the Trusple Platform on behalf of the Registered User.

1.3         “Business” means various services, the provision of which is jointly participated by the Registered Users, the Company and other partner institutions, including trade management and trade finance services provided through the Trusple Platform.

1.4         “Rulebook” means the Rulebook attached hereto in Appendix 1 setting out the provisions applicable to all Participants.

1.5         “Company” means the relevant Trusple contracting company:·If you are incorporated under the laws of the PRC, you will be entering into this Agreement with Ant Blockchain Technology (Shanghai) Co., Ltd. (蚂蚁区块链科技（上海）有限公司);
·If you are not incorporated under the laws of the PRC, you will be entering into this Agreement with AntChain Technology Pte. Ltd.

1.6         “Recognized Entity” means an entity (including without limitation, the Company’s Affiliates) with which, a person who intends to become a Registered User of the Trusple Platform has an existing registered and verified account, and the registration and verification with which is accepted and recognized by the Company for the purpose of registering Trusple Platform account(s) for such person. For the same purpose, such person may authorise such entity to provide such person’s relevant registration information (including without limitation, the information and documentation as listed in Clause 4.1 below) to the Company. 

1.7         “Participation Documents” shall have the same meaning ascribed to it under the Rulebook, and “Participation Document” shall be any one of them;

1.8         “Personal Data” means any data relating directly or indirectly to a living individual, from which it is practicable for such individual to be directly or indirectly identified, including but not limited to the individual’s name, address and identification document number.

1.9         “PRC” means the People’s Republic of China (for the purpose of this Agreement ONLY, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the Taiwan area).

1.10       “PRC Laws” means all the then effective PRC laws, administrative regulations, rules, decisions, policy documents, the rules, decisions and policy documents of local governments or local governmental authorities, and others.

1.11       “Singapore Laws” means all the then effective Singapore laws, administrative regulations, rules, decisions, policy documents,the rules, decisions and policy documents of local governments or local governmental authorities, and others.

1.12       “Relevant Data Subject” in respect of any Registered User which is an entity, means any individual or entity (other than the Registered User) including but not limited to the Registered User’s authorised operator, shareholders, authorized and legal representatives, agents, nominees, and/or contact persons.

1.13       “User Uploaded Data” means any data which is submitted, disclosed and/or generated by the Registered User for the purpose of using the Trusple Platform and in the course of using services through the Trusple Platform, which may include Personal Data and non-Personal Data.

1.14       headings and italicized, highlighted or bold type are for reference only and do not affect the interpretation of the document;

1.15       capitalized terms in this Agreement (excluding the Rulebook), if not defined herein, have the meaning given to them in the Rulebook:

1.16       where a capitalized term is defined differently in this Agreement and the Rulebook, the definition in this Agreement takes precedence;

1.17       the singular includes the plural and the plural includes the singular;

1.18       a reference to a 'person' includes any individual, firm, company, partnership, joint venture, an unincorporated body or association, trust, corporation or other body corporate and any Governmental Agency (whether or not having a separate legal personality);

1.19      a reference to anything (including any right) includes a part of that thing, but nothing in this Clause 1 implies that performance of part of an obligation constitutes performance of the obligation;

1.20       a reference to a party to any document includes that party's successors and permitted assigns;

1.21       the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in this Agreement do not limit what else is included and must be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary;

1.22       a reference to a day is to the period of time commencing at midnight (UTC +8) and ending twenty-four (24) hours later;

1.23       if a period of time is specified and dates from a day or the day of an act, event or circumstance, that period is to be determined exclusive of that day;

1.24       a reference to 'USD', '$' or 'dollars' is a reference to the lawful currency of the United States of America;

1.25       any reference to a matter being or not being actually known to an entity is a reference to whether or not (as the case may be) that knowledge is actually known to the entity's Representatives;

1.26       meaning of “to the extent that” and similar expressions in this Agreement, “to the extent that” shall mean “to the extent that” and not solely “if”, and similar expressions shall be construed in the same way; and

1.27       in a Participant Schedule, a reference to a paragraph is a reference to a paragraph in that Participant Schedule.

2               Structure of this Agreement

(a)     This Agreement governing the Registered User’s participation in the Trusple Platform comprises:

(1)     Clauses 1-15;

(2)     any appendixes, including the Rulebook; and

(3)     any schedules and annexes attached to the appendixes hereof,

(collectively, this “Agreement”).

(b)     By entering into this Agreement, you agree to all terms and conditions contained herein.

(c)     If there is any irreconcilable conflict between the main body of this Agreement and its appendixes, schedules or annexes, the order of precedence of those documents is as follows:

with the higher ranked documents (for example, 1 having a higher rank than 2) prevailing over the lower ranked documents, to the extent of any irreconcilable conflict between them or the same subject matter is provided differently in the documents.

(d)     As at the Acceptance Date, the Parties are also entering into the Rulebook. By executing this Agreement:

(1)     the Parties are also deemed to have executed the Rulebook whereby the Company shall be considered the “Company” and each Registered User shall be considered the “Participant” (as referred to in the Rulebook); and

(2)     this Agreement constitutes a “Participation Document” (as referred to in the Rulebook).

3               Contract between Participants and Company

3.1         You acknowledge and agree that, on and from the Acceptance Date, as appendix to this Agreement, the Rulebook will be contractually binding and enforceable as between the Company and all the Participants with respect to the use of the Trusple Platform.

3.2         Unless otherwise provided under the Participation Documents and the Rulebook, neither Party may assign or otherwise transfer its rights of participation in the Trusple Platform, under its Participation Documents or otherwise, except as with prior written consent from the other Party.

3.3         The Participation Documents are binding and enforceable against each Party from the Acceptance Date, unless it is otherwise stated in the relevant Participation Documents.

4               Registration and Certification

4.1         The Trusple Platform shall adopt a “real name” basedregistration and certification process. Each Registered User shall, upon request, provide such information as the Company considers necessary and appropriate forthe identity certification, including but not limited to the Registered User’s company name, unified social credit code or company certificate of incorporation number (or other equivalent registration certificate number), company address, email address, phone number, a copy of the identity card or passport of the Registered User’s legal representative or authorized representative, and the bank account information of the Registered User, as applicable. The Company may adjust the aforementioned information and document requirements according to the needs of business development and risk management.

4.2         A person who intends to become a Registered User shall provide such information, read and agree to this Agreement, complete the user registration and certification process, and obtain the Trusple Platform account(s) following the instructions on the registration page. If You already have an existing registered and verified account with a Recognized Entity, You may also register with Trusple Platform by logging into the Trusple Platform with your existing account with a Recognized Entity, provided that (a) You have passed the relevant registration and certification process by such Recognized Entity, (b) You have duly authorized such Recognized Entity to provide the relevant registration information (including without limitation, the relevant information and documentation as listed in Clause 4.1 above) to the Company, and (c) You have read and agreed to this Agreement.

4.3         A person will become a Registered User and have right to use the Trusple Platform services after it completes the registration and verification process on the Trusple Platform, or after it completes the registration by using its existing account with a Recognized Entity pursuant to this Clause 4.

4.4         A Registered User may log into the Trusple Platform with the account name and password it sets at the time ofits registration or with the same account name and password with the Recognized Entity, as applicable. Each Registered User understands and agrees that the ownership of each Trusple Platform account belongs to the Company. Upon completion of the registration, a Registered User will obtain a Trusple Platform account for its use during a specified period and such right to use such Trusple Platform account will belong to that Registered User. A Registered User shall not give, lend, rent, transfer, sell or otherwise dispose of such right to use to any third party without the Company’s prior written consent. The Company shall have the right to, at its own discretion, suspend or revoke any Trusple Platform account due to the Company’s operation needs from time to time without any compensation.

4.5         Each Registered User agrees and acknowledges that the Company shall have the right to establish and update from time to time the verification or certification standards and the certification process. The Company shall have right to request further information and documents (including Personal Data of any Relevant Data Subject) from any Registered User at any time during its application for certification and after it has passed the certification. If such Registered User fails to provide the requested documents within a reasonable period as prescribed by the Company, the Company has right to immediately take any one or more of the following actions as it may deem fit: (i) suspend the relevant Trusple Platform account(s) or restrict the use of any part of such platform until such Registered User has supplemented all requested documents; (ii) revoke the Trusple Platform account(s) of that Registered User and/or (iii) unilaterally terminate this Agreement with respect to that Registered User without any liability on the part of the Company.

4.6         In the event of any change or update to the materials or other information provided by a Registered User to the Company during its registration and/or certification process (including such materials or information provided by the Recognized Entity to the Company on behalf of the Registered User for the purpose of such Registered User’s registration with and use of the Trusple Platform), such Registered User shall immediately (in no event later than 5 business days after such change or update) submit the changed or updated information to the Trusple Platform. Each Registered User agrees to take full responsibility for its failure to give prompt notice to the Trusple Platform or update its materials or other information pursuant to this Clause 4.6, and each Registered User warrants that all documents and information provided by it directly or indirectly through the Recognized Entity are true, accurate, complete and have not expired (i.e. warranting that all such materials and information will remain valid during the term of this Agreement). Each Registered User understands that if any material or information provided by it directly or indirectly through the Recognized Entity is untrue, inaccurate, incomplete or not up to date, such Registered User’s access to and use of the Trusple Platform may be restricted, suspended or terminated at the Company’s sole discretion.

4.7         For the avoidance of doubt, the Company will not conduct a substantive review on any material or information provided by a Registered User, either directly or indirectly through the Recognized Entity, for the purpose of its registration and use of the Trusple Platform. Passing the relevant certification process shall not constitute recognition of the identity, performance capability, or creditworthiness of the Registered User and shall not constitute any endorsement or guarantee by the Company.

4.8         Other provisions

(1)          The Company will record all operations of each Registered User on the Trusple Platform, whether or not the purpose of such operations is ultimately achieved. If there is any discrepancy between the operation records or account information retrieved by a Registered User and the Trusple Platform’s back-office records, the Trusple Platform’s back-office records shall prevail.

(2)          Each Registered User agrees and acknowledges that it shall be responsible for the truthfulness, accuracy, effectiveness, lawful authorization and legality of the source and the contents of the information (including any Personal Data of any Relevant Data Subject) it provides or otherwise made available to the Company during the registration and certification process. Each Registered User shall be solely responsible for all consequences as a result of any such information it provides or makes available to the Company being untrue, inaccurate, ineffective or unlawful, and shall indemnify the Company for any Losses it suffers or incurs therefrom.

(3)          The Company shall record and retain the relevant information uploaded or completed by each Registered User in accordance with the Participation Documents. The Company shall have the right to request the relevant Registered User to provide the related underlying contract, certification materials and other information for inspection at any time.

5               Account Safety and Management

5.1         Each Registered User understands and agrees that it is the Registered user’s responsibility to take all necessary measures to ensure the security and confidentiality and prevent inadvertent disclosure of the user name and password for its account(s) on the Trusple Platform. Each Registered User shall be fully responsible for all actions and speeches made in or by its account(s) and agree to the following:

(1)          The Authorized Operator shall be strictly required notto disclose the user name or password to any other person or use the user name or password of any other Registered User. The Company shall not be held liable, and the Registered User holding the account shall be solely liable, for any illegal or unauthorized access to or use of the user name or password by any other person caused by any reason non-attributable to the fault of the Company, including any hacking, virus or failure in safekeeping by the Registered User (including its Authorized Operator(s)).

(2)          The Trusple Platform will identify a Registered User’s instruction by verifying its user name and password and the then generated identity verification result. Each Registered User acknowledges and agrees that all the acts of or in its account(s) on the Trusple Platform shall be deemed made by or on behalf of that Registered User. Any electronic information record resulting from the operation by an Authorized Operator is the valid evidence for the authorizing Registered User’s conduct and such Registered User shall be held liable for all liabilities and consequences arising therefrom. The Trusple Platform, according to its independent judgment, has right to verify the Registered User's identity and operation by means of online banking approval at any necessary time or phrase.

(3)          In the event of unauthorized or illegal access to or use of a Registered User’s user name and password by any other person, the Company and the Registered User whose account has been used without authorization shall have right to claim against those who used the account without authorization.

5.2         The user name, password and payment shield shall only be used by the relevant Registered User itself and no Registered User may assign, lend, lease or license such user name or password to any third party for use in any manner. If more than one person is found to log on the Trusple Platform using the same account and password at the same time, the Company shall have the right to suspend, terminate or restrict access of the Registered User holding the account to the Trusple Platform or even disqualify such Registered User from using the Trusple Platform without any liability on the part of the Company.

5.3         Each Registered User may change the password at any time, provided that any such change shall only become effective after being accepted by the Trusple Platform.

5.4         If a Registered User requests to retrieve its passwords on the Trusple Platform because its password is forgotten or stolen, such Registered User must provide complete and correct registration information in accordance with the Trusple Platform’s requirements; otherwise based on the principle of confidentiality, the Trusple Platform shall have right not to disclose the passwords to such Registered User.

5.5         If any Registered User discovers any unauthorized use or theft of any username or password of its account(s) by any third party, or any other circumstance where a Trusple Platform service is used without valid authorization, such Registered User shall promptly and effectively notify the Company and request the Company to suspend the relevant services, otherwise such Registered User shall be held liable for all liabilities arising therefrom. In addition, each Registered User understands that a reasonable period of time will be required for the Company to take actions on such Registered User’s request, and therefore the Company is under no liability for any Loss arising out of such unauthorized use of service by any third party within such reasonable period of time. For the avoidance of doubt, the Company shall not be held liable for such Registered User’s Loss arising from the suspension of the relevant services by the Company in accordance with this Clause 5.5.

5.6         The Registered User shall indemnify the Company and its relevant Affiliates, as applicable, if the Company or any of its Affiliates suffers or incurs any Losses arising out of or in connection with any unauthorized access to or use of the Registered User’s account with Trusple Platform due to such Registered User’s failure to comply with the requirements under this Clause 5 in maintaining the security and confidentiality of the user name and password for its account.

5.7         Credit Card and Debit Card Management

(1)          A Registered User may link credit card(s) and/or debit card(s) by following the relevant instructions and procedures on the Trusple Platform.

(2)          If the credit card(s) and/or debit card(s) of a Registered User were used in making payment for a specific transaction on the Trusple Platform, such credit card(s) and/or debit card(s) will be deemed as the default payment method for the outstanding amount in the same transaction.

(3)          A Registered User shall ensure its credit card(s) and/or debit card(s) linked to the Trusple Platform and used as a default payment method for a transaction remains active and has sufficient funds or credit limit to make payment for the relevant fees and expenses when they become due and payable. If such credit card(s) and/or debit card(s) cannot be used to settle or receive any payments due to any reasons (including without limitation, insufficient funds, credit limit, investigation, attachment and/or enforcement by the judicial or administrative authority, suspension or revocation by the bank due to suspicious or illegal activities), the Company shall have right to require the Registered User to register anothercredit card(s) and/or debit card(s) and to complete the outstanding payment(s). The Registered User shall bear all the risks relating to such credit card(s) and/or debit card(s) and transactions carried out using such credit card(s) and/or debit card(s) and shall be held liable for any Losses caused thereby to any other Registered User and the Company and/or its relevant Affiliates.

5.8         Instructions, Notices and Safety Verification

(1)          When a Registered User gives an instruction, such Registered User shall have prudently confirmed the accuracy and completeness of such instruction (including having confirmed satisfaction of the requirements for such instructions and the completeness of the information that needs to be provided for such instructions). Any risk arising from or in connection with any failure, incompleteness, lack of clarity or inaccuracy in the instructions or the information provided by the Registered User shall be solely borne by such Registered User.

(2)          Once given, an instruction cannot be cancelled, revoked or modified. The Trusple Platform may provide the Registered User giving the instruction with a withdrawal service, provided that the Registered User shall submit a separate instruction to withdraw that previous instruction that has already become effective. Such withdrawal shall not constitute a cancellation, revocation or modification of the previous instruction.

(3)          The instructions given by a Registered User will be reasonably believed to be given with such Registered User’s true intentions to the other Registered User(s) on the Trusple Platform. Each Registered User shall be responsible for the truthfulness, accuracy and completeness of its instructions and the Company shall not be held liable for any legal consequences arising from the Company’s due execution of such instructions. Therefore, each Registered User shall keep its accounts properly.

(4)          Each Registered User acknowledges and agrees that the Trusple Platform will execute and transmit the instructions (if applicable, with the relevant supporting information and documents) from the Registered Users and the qualified partner institutions, and will not participate in any specific underlying transaction among the Registered Users and/or the partner institutions. Whether or not to transfer the funds involved in the Business (including, without limitation, transaction expenses and financing funds involved in the underlying trade among the Registered Users) from or to the relevant bank account(s), credit card(s) or debit card(s), as applicable, and at the required time for such transfer depends on the process of the partner institution in providing the relevant service and other funding chain related factors. The Company will not provide any endorsement or guarantee in any form for any fund flow or specific underlying transaction. Each Registered User shall be solely responsible for its obligations and legal consequences in accordance with the specific underlying transaction agreement.

5.9         Request to Close Accounts

(1)          A Registered User may submit a request to permanently close its account with the Trusple Platform, subject to the conditions under Clause 5.9(2).

(2)          A Registered User may not close its account until:

(i)       all purchase orders, if any, under such account have been completed;

(ii)      all payments and other obligations under such account have been fully discharged; and

(iii)   there is no fees or expenses due to the other Participant(s) or the Company, if any.

(3)          Once the account(s) is closed, the Registered User can no longer access such account(s) and any history of previous orders on the Trusple Platform. The account(s) cannot be restored after it has been closed.

6               Collection, Use and Disclosure of User Uploaded Data

6.1         The Company may collect, use, process, hold, disclose and transfer any User Uploaded Data in accordance with this Clause 6, and each Registered User acknowledges and consents to such collection, use, processing, holding, disclosure and transfer of the User Uploaded Data.

6.2         Regarding the collection, use, processing, holding, disclosure and transfer by the Company of any Personal Data that may be contained in the User Uploaded Data, each Registered User should read this Clause 6 in conjunction with the Trusple Privacy Policy. The Company may update the Trusple Privacy Policy from time to time in response to changing legal, technical or business developments. Registered User’s continued use of the Trusple Platform will be considered as having accepted such changes to the Trusple Privacy Policy.

6.3         Each Registered User acknowledges that the Company and its operations are located in the PRC and Singapore and that all processing activities (including collection of User Uploaded Data from the Registered User and use of that User Uploaded Data for the purposes referred to in this Clause 6) will be undertaken in the PRC and Singapore.

6.4         Each Registered User’s agreement to this Clause 6 will survive the termination or expiration of this Agreement and/or termination or expiration of the Registered User’s Trusple Platform account(s) and/or the Trusple Platform services.

6.5         Each Registered User agrees that the Company may, on the general principles of lawfulness, fairness and necessity, directly or indirectly through its Affiliates and/or other designated entities, collect the User Uploaded Data in the following manners:

(1)          to comply with the requirements of “Know Your Client” and provide the Registered User with more personalized and convenient services, the Company will need to collect the Registered User’s identity information and trade-related information provided on its own initiative or collect the Registered User’s identity information from Alipay.com Co., Ltd. (支付宝（中国）网络技术有限公司) and other parties that lawfully retain such information (such as banks, credit reporting institutions, logistics companies and customs declaration companies, etc.) and conduct cross-verification. The identity information shall include: full name, registered address, unified social credit code or company certificate of incorporation number (or other equivalent registration certificate number), business scope, business license, bank account information (account number, account name, bill address), specimen of official chop or authorized signatory’s signature and contact person’s name, identity document, avatar, department, title, e-mail address, telephone number, post code, fax number, shipping address, etc.; The trade-related information shall include: payment serial number, order information, logistics information, customs declaration information and bill of lading data, etc.

(2)          To address any inquiry on a Registered User’s operation status or historical records and to comply with applicable laws and regulations, the Company will keep its operation information, transaction information and underlying document information relating to its use of the Trusple Platform services and keep such information properly and strictly in accordance with the relevant laws, regulations and regulatory requirements;

(3)          Each Registered User understands and agrees that, to protect the security of its account(s) and prevent unauthorized access to its funds and personal information, the Company will record the relevant information of the Registered User’s operation when it uses the Trusple Platform services, including network information, device identifier, hardware model, operating system version, and location of the Registered User and the log information related to the Trusple Platform services, which will assist the Company to better protect the security of the Registered User’s account(s);

(4)          Each Registered User understands and agrees that the Trusple Platform will collect such information reasonably required for provision of the services and improvement of the quality thereof, such as the relevant information provided by the Registered User during its contacts with the Trusple Platform’s customer service team and in response to questionnaires relating to the Trusple Platform services or relevant products. Further, to enhance the security of the Trusple Platform services, and to ensure more accurate prevention of phishing sites, text messaging scams, and trojan viruses, the Trusple Platform may identify the risks of the Registered User’s account(s) by understanding the Registered User’s network usage habits, the mobile apps it uses, or software information, and may record URLs that the Trusple Platform considers risky.

Where the Registered User fails to provide the User Uploaded Data as required by the Trusple Platform from time to time in accordance with this Clause 6 to the Company and/or its Affiliates, the Registered User acknowledges and agrees that the Company may be unable to provide, or continue to provide, all or part of the Trusple Platform services to the Registered User.

6.6         Each Registered User undertakes that it shall, upon lawful authorization by the competent person/entity, have the right to obtain and upload any User Uploaded Data to this Trusple Platform and carry out one or more operations supported by this Trusple Platform such as reading, storing, backing up and exporting the User Uploaded Data. Such Registered User shall be responsible for the truthfulness, accuracy, effectiveness, lawful authorization and legality of the source and the contents of such User Uploaded Data and any consequences arising from any violation of laws or regulations or breach of contract.

Where Personal Data of any Relevant Data Subject is or will be provided to, or otherwise received by, the Company by or from a Registered User, or on a Registered User’s behalf, in connection with the provision of services to the Registered User, the Registered User confirms, warrants and represents that:

(1)          all Personal Data of the Relevant Data Subjects provided to the Company has been handled in accordance with the relevant privacy or data protection laws and regulations as applicable;

(2)          each Relevant Data Subject has prior to such collection, use, processing, disclosure or transfer of their Personal Data been notified of and agreed to the collection, use, processing, disclosure or transfer of their Personal Data, unless otherwise permitted by relevant privacy or data protection laws and regulations as applicable. In particular, each Relevant Data Subject has agreed and consented to the collection, use, processing, holding, disclosure or transfer of their Personal Data by the Company for the purposes (i) set out in this Agreement and the Trusple Privacy Policy and (ii) reasonably required to enable the Company to provide the Trusple Platform services to the Registered User; and

(3)          the Registered User has informed any such Relevant Data Subject that they have the rights of access to, and correction of, their Personal Data and any other rights that may be granted by relevant privacy laws as applicable.

In order to ensure security of the User Uploaded Data, the Company will take all reasonably necessary measures to protect the User Uploaded Data after collection. The Company is committed to using a variety of security technologies and supporting management systems to minimize the risk that the User Uploaded Data may be leaked, damaged, misused, accessed without authorization, disclosed or modified. The Company shall ensure the security of the User Uploaded Data with a standard not lower than the average security standard in the industry.

6.7         The User Uploaded Data is collected for the purpose of complying with national laws, regulations or regulatory requirements, providing the services to the Registered User and improving the quality thereof. The Registered User understands and agrees that, in order to achieve the foregoing objectives, the Company may use, process, hold, disclose and transfer the User Uploaded Data for the following purposes:

(1)          to provide Registered Users with various services and customer services of the Trusple Platform together with the qualified partner institutions (including but not limited to partner financial institutions), and maintain and improve such services;

(2)          to confirm the accuracy of the information and to verify it with a third party, for example, to verify the identity information the Registered User has submitted to the Company with the data of a certification service provider; to verify the customs declaration information the Registered User has submitted to the Company with the data of a customs declaration service provider; and to verify the logistics information the Registered User has submitted to the Company with the data of a logistics company;

(3)          to send the Registered User notifications on the status of the Trusple Platform service, marketing activities and other electronic commercial information for marketing purposes, so that the Registered User is aware of the status of its use of the Trusple Platform services and understands the Trusple Platform services. If the Registered User does not wish to receive such information, the Registered User may unsubscribe such information by following the instructions contained the notification of such marketing information;

(4)          to share, compile statistics, analyze or process the Registered User’s identity data and transaction information, so that the Company can provide Registered Users with technical services and Trusple Platform operation services, the other Registered User(s) can conduct transactions with that Registered User (for example, when placing an order, a Registered User can view the user information of its counterparty of the relevant transaction which is also a Registered User), and the qualified partner institutions (including but not limited to partner financial institutions) can provide Registered Users with financing and other Business related services;

(5)          in marketing activities with respect to other products of the Trusple Platform that may take place in future, so that the Company can provide the Registered User with more services;

(6)          to prevent or prohibit illegal activities; and

(7)          to meet the requirements by the administrative or judicial authorities in accordance with the laws and administrative regulations.

6.8         In order to improve efficiency, reduce costs or improve the quality of the service, the Company may entrust its Affiliates or third-party professional organizations (hereinafter collectively referred to as the “Entrusted Organization”) to assist the Company in performing its services or fulfilling its responsibilities under this Agreement, including without limitation:

(1)          entrusting Affiliates with expertise to collect the User Uploaded Data or to analyze and process the User Uploaded Data in accordance with this Agreement for the purposes of managing the risks associated with the Trusple Platform services and maintaining and improving the Trusple Platform services;

(2)          entrusting Affiliates with expertise to assess the Registered User’s ability and willingness to perform the contract for the Company’s reference in decision making;

(3)          entrusting an Entrusted Organization to provide customer services (such as answering customer service hotline).

To those ends, the Company will provide some of the User Uploaded Data to the Entrusted Organization to the extent necessary for the related services. The Entrusted Organization will also strictly comply with the confidentiality obligations and take effective confidentiality measures, and will not use such information for any purpose other than those agreed by the Registered User.

6.9         The Company shall keep the User Uploaded Data in confidence. However, the Registered User understands and agrees that, the Company may share the User Uploaded Data with a third party in the following circumstances:

(1)          the disclosure is made in accordance with this Agreement and the Trusple Privacy Policy where Personal Data is involved;

(2)          the disclosure of Personal Data is made with the Relevant Data Subject’s consent;

(3)          the legitimate business purposes of the Company or its Affiliates require disclosure and in connection with such purposes, the User Uploaded Data may be disclosed to:

(i)       any Affiliate;

(ii)      any third-party service provider, insurer or insurance broker or professional advisor who is under a duty of confidentiality to the Company or its Affiliates; or

(iii)    any rating agency, or direct or indirect provider of credit protection.

(4)          where a third party is entitled to obtain the information provided or retained by the Registered User on the Trusple Platform in accordance with the agreement between the Registered User and such third party, the Company will provide such information to the third party to the extent agreed by the Registered User;

(5)          where only sharing the User Uploaded Data would enable the Company to provide the service(s) and/or product(s) that the Registered User needs, or to deal with trade-related disputes or disagreements between the Registered User and another person;

(6)          where only sharing the User Uploaded Data would enable the Company to determine whether the Registered User’s account(s) or operation(s) is secure;

(7)          where certain services and/or products are provided by the Trusple Platform’s partner institution(s) or jointly provided by the Trusple Platform and its partner institution(s), the Company will share necessary information with such partner institution(s) in order to provide those services and/or products;

(8)          where the Company conducts a joint promotion with any third party, the Company may share with such third party the information generated during the promotion or necessary to complete such event; or

(9)          the disclosure is made to comply with national laws, regulations or regulatory requirements, to meet the requirements provided by the administrative or judicial authorities in accordance with the laws and administrative regulations, and/or there is a public duty to disclose.

7               Services and Specifications

7.1         A Registered User shall be entitled to enjoy services such as trade information management and trade financial services that may be made available on the Trusple Platform from time to time, and may draft, confirm and/or manage its order(s) through the Trusple Platform, and obtain payment and/or financial services fromthe partner institution(s) of the Trusple Platform based on the information provided in the order(s). The specific service contents shall be those displayed on the Trusple Platform.

7.2         Each Registered User shall use the Trusple Platform services in accordance with the Relevant Laws and this Agreement (including the provisions of the Rulebook), and if any Registered User violates any applicable laws and/or this Agreement, the Company shall have the right to immediately restrict access to, restrict the function of or cancel its account(s) with the Trusple Platform, and/or unilaterally terminate this Agreement in whole or in part with respect to that Registered User, as the case may be, without any liability of breach or indemnification on the part of the Company or its relevant Affiliates. Each Registered User shall indemnify the Company or its relevant Affiliate(s) or the other Registered User(s), as applicable, for any Loss arising from its failure to comply with any applicable law and/or the terms of this Agreement.

7.3         In the event of any dispute or controversy arising out of any transaction between (a) a Registered User and other Registered User(s), such dispute or controversy shall be settled outside the Trusple Platform in accordance with the relevant Platform Purchase Order and Trade Terms and Conditions (as defined under the Rulebook); or (b) between a Registered User(s) and a partner institution(s), such dispute or controversy shall be settled outside the Trusple Platform in accordance with the relevant Underlying Banking Documents or Underlying Payment Service Documents (as defined under the Rulebook) (as the case may be). Subject to the applicable laws and regulations (including privacy and data protection laws), upon written request by a Registered User or a partner institution, the Trusple Platform may assist in providing necessary information and materials related to such dispute or controversy. If the Company reasonably determines or suspects that any Registered User breaches any of the Platform Purchase Order, Trade Terms and Conditions, Underlying Banking Documents or Underlying Payment Service Documents, which may cause other Registered User(s) or Participant(s) potential loss, the Company shall have sole discretion or shall have the right upon written request from other Registered User(s) or Participant(s), to immediately restrict access to, restrict the function of or cancel its account(s) with the Trusple Platform, and/or unilaterally terminate this Agreement in whole or in part with respect to that Registered User, as the case may be, without any liability of breach or indemnification on the part of the Company or its relevant Affiliates. Each Registered User agrees and acknowledges that none of the Trusple Platform, the Company and the Company’s Affiliates and agents shall be held liable for any Loss arising from the underlying transaction, including any breach of, partial performance or default under the transaction by any other party to the transaction.

8               Eligibility Criteria

8.1         The Company's obligation to provide the Trusple Platform services under the Participation Documents is subject to the Registered User satisfying the following eligibility criteria:

(1)          the Registered User has received all required licenses, permits, regulatory approvals, consents, authorizations, authorities, enrolments, registrations, and exemptions required to participate in the Trusple Platform and perform its obligations under the Participation Documents;

(2)          the Registered User has complied with all cybersecurity and Data security measures required by the Participation Documents;

(3)          the Registered User has provided or otherwise made available all requisite information and documents (where applicable) to the Company in order for the Company to complete the registration, certification and other procedures of the Trusple Platform, to the satisfaction of Company.

8.2         At its sole discretion, the Company may request evidence (to its reasonable satisfaction) of the satisfaction of any of the requirements referred to in this clause 8.

8.3         The Company may waive any of the requirements in this clause 8 or impose additional requirements by issuing an Operational Bulletin in accordance with the Rulebook.

9               Representations, Warranties and Undertakings

9.1         Representationsand Warranties

As at the date hereof and on each day during the term of this Agreement,you represent and warrant that each of the following shall remain true, accurate and complete:

(1)          (In the case of an entity) You are an entity duly incorporated and validly existing under applicable laws and have full capacity for civil conducts, you are able to assume independent legal liabilities, you have obtained and completed all necessary authorization, approvals or filing procedures (if required) for the execution of this Agreement, and you are able to perform all of your obligations hereunder.

(2)          (In the case of an individual) You are not a minor, are of full age and sound mind and have full capacity and legal right under the laws of the jurisdictions of your residence and citizenship to enter into and perform this Agreement.

(3)          All the information provided by you to the Company is true, accurate, complete and valid without any concealment, and the Company shall have right to verify such information at any time.

(4)          Neither the execution nor the performance of this Agreement will violate or conflict with the laws and regulations to which you are subject, or result in any breach of any agreement to whichyou are subject, and, if you are an entity, the approval/filing/registration documents in respect of your establishment, or your constitution or other constitutive document.

(5)          None of the following circumstances exists or is anticipated to occur and may have material adverse effects on you or material adverse effects on the transactions contemplated hereunder:

(i)            any penalty, injunction or order from any governmental authority;

(ii)          any civil litigation, criminal litigation, administrative litigation, arbitration and other proceeding or dispute or claim against you,

(6)          You are able to pay your debts as they fall due, and have not:

(i)            passed any resolution in relation to bankruptcy, compromise, dissolution or liquidation, nor has any third party applied to initiate the same against you;

(ii)          made any arrangement of reorganization or reconciliation with creditors.

9.2         Covenants

You covenant as follows:

(1)          you shall not use the Trusple Platform or the services for any unlawful purpose or in any unlawful manner, and you shall comply with applicable laws and all international customs applicable to the Internet, and all Participation Documents and network agreements, rules and procedures relating to the Trusple Platform services (including all operation directions released by the Company on the Trusple Platform).

(2)          You shall properly keep all information relating to the account(s) under this Agreement, including account name, password, payment shield, mobile phone number associated with the account(s) and the mobile phone dynamic verification code of the account(s), if any. In the services provided hereunder, operation of your account(s), such as service subscription, record searching, etc., shall be deemed to be completed by yourself, and you shall bear the corresponding legal consequences of such operation. Any Loss caused to you or any other Registered User due to any leakage of the above information shall be entirely borne by you.

(3)          You shall not use the Trusple Platform services to infringe upon the rights or interests of other Registered Users or persons or violate local laws, regulations or policies, and such infringements and violations include but are not limited to:

(i)            opposing the basic principles provided by the Constitution of the PRC (and to the extent that any contracting Party is incorporated in a jurisdiction outside the PRC, including the Constitution of Singapore), endangering national security, divulging state secrets, subverting state power or undermining national unity;

(ii)          infringement of reputation, privacy, trade secrets, trademark rights, copyrights, patent rights, other intellectual property rights and other rights and interests of others;

(iii)        violating the confidentiality obligations stipulated by laws, regulations or relevant agreements;

(iv)         submission or release of false information, embezzlement of avatars or materials of others, use of the Trusple Platform services in the name of another Registered User without authorization;

(v)           engaging in any unlawful transaction such as money laundering, terrorist financing, trafficking of firearms, drugs, narcotic drugs, pirated software or other prohibited substances, token offering, token exchanges or buying or selling tokens, token pricing or information intermediary services, or any other items in whose transactions we think our services shall not be used;

(vi)         providing gambling information or inducing others in any way to participate in gambling;

(vii)       fabricating, forging or tampering with any underlying transaction;

(viii)      using another Registered User’s account(s) without authorization or transfer or assignment of or sharing your Trusple Platform account(s) in violation of this Agreement;

(ix)         engaging in any activity that may involve computer virus or may impair the system or materials of the Trusple Platform;

(x)           using the service system of the Trusple Platform to conduct acts that may have adverse effects on the normal operation of the Internet or mobile network; or

(xi)         using the Trusple Platform or other email forwarding services to send spams or other contents that may violate this Agreement.

(4)          You agree that you will strictly comply with the applicable laws of relevant jurisdictions related to anti-bribery, anti-money laundering, import and export control, and sanctions, etc.

10           Indemnity

10.1      Without prejudice to any other remedies available to the Company and its Affiliates under the applicable laws and/or any other provisions hereunder, each Registered User shall indemnify, protect, defend and hold harmless the Company and its Affiliates from and against any and all Losses arising out of, involving, or in connection with, any misrepresentation, breach or non-compliance of the relevant Registered User of or with any clause, rule or provision in the relevant Participation Documents, or any conduct of the relevant Registered User.

10.2       In the event that the Company suffers from any claim by a third party due to or arising out of any conduct of any Registered User, the Company may recover all losses from such Registered User that it suffers as a result of the conduct by such Registered User.

10.3       Notwithstanding rule 12 in the Rulebook, if any action or proceeding is brought against the Company and/or its Affiliates in connection with the Participation Documents or any transaction contemplated hereunder, the Company and/or its Affiliates shall have the right to decide the party who may control the conduct of defence in such action or proceeding. The expenses of such defence shall be assumed by the relevant Registered User.

11           Scope of Company Liability

11.1       The Company is only responsible for the scope of liabilities expressly provided in this Agreement.

11.2       Each Registered User acknowledges and agrees that it shall operate based on the information uploaded by the other Registered Users or partner institutions after making its independent judgment and shall bear full responsibility for its judgment(s). The Company and its relevant Affiliates shall not bear any responsibility for the issues or consequences arising from invalidity or falsity of such information. Furthermore, the Company and its relevant Affiliates shall not be held liable for incorrect instructions from any Registered User.

11.3       The Company shall not be held liable for any Losses if any website, system or software relating to the Trusple Platform cannot normally function under any condition due to reason beyond control of the Company, making any Registered User unable to use or normally use the various services of the Trusple Platform or making the Trusple Platform unable to act in accordance with the instructions of any Registered User or to perform other obligations hereunder, and such conditions include but not limited to:

(1)          during the system maintenance and upgrade periods for the relevant website, system or software or any other system or software relating to the account or circulation;

(2)          data transmission failures due to the reasons of the telecom operators or power suppliers, including but not limited to technical adjustments by the telecommunications sector, destruction of telecommunication/power lines, installation, transformation, and maintenance of telecommunication networks/power resource by the telecommunications/power sector, or telecommunication equipment break-downs;

(3)          due to typhoons, earthquakes, tsunamis, floods, blackouts, wars, terrorist attacks, epidemics and other force majeure factors, the Trusple Platform system breaks down and is unable to operate normally;

(4)          the Trusple Platform fails to operate normally due to any virus, Trojan horse, malicious program attack, hacker attack, network congestion, system instability, system or equipment failure, communication failure, power failure, bank failure, defect in any third party service, order issued by any judicial authority or government action;

(5)          the Registered User has acted improperly or has given instructions through an unofficial Trusple Platform.

Without prejudice to any of the foregoing provisions, the Company will take reasonable measures to actively facilitate restoration of the normal services.

11.4       The risks associated with any material used, downloaded or obtained by a Registered User on or from the Trusple Platform shall be assessed and borne by such Registered User on its own. Any damage caused by the use, download or obtainment of the material shall be borne by such Registered User or the provider of such material, and the Company and the Trusple Platform shall not be held liable to the Registered User for such damage.

11.5       Each Registered User agrees and acknowledges that the services under this Agreement depend on the accurate running and operation of the Trusple Platform systems. Each Registered User agrees that the Company may, whether by itself or through its partners, take appropriate corrective measures such as correction of errors or suspension of services in the event of any Trusple Platform system error, malfunction or any other cause leading to display errors or improper profitability of any Registered User or the Trusple Platform.

11.6       Each Registered User acknowledges and agrees that the Company may provide services (including the services provided hereunder) to the Registered Users or partner institutions with actual or potential conflicts of interest simultaneously, and it being understood and agreed that such service provision shall not be used to assert any legal flaw.

11.7       All products and services provided by the Company under this Agreement and on the Trusple Platform are provided on an "as is" basis. The Company does not warrant that there is no defect in such products or services. Each Registered User specifically agrees that, even if there are certain defects in those products or services, so long as such defects cannot be avoided by the then current technologies in the industry, the Company shall not be held liable for any such defect, whether in contract, tort or otherwise.

11.8         To the maximum extent permitted by applicable laws, the Company’s and its Affiliates’ total aggregate liability to a Registered User arising out of or relating to this Agreement, the Rulebook and other Participation Documents, shall be limited to USD 500 or the amount of fees paid by such Registered User to the Company in the twelve month period preceding the claim for such liability (if any), whichever is lower.

11.9         Notwithstanding anything to the contrary under the Participation Documents, in no event shall the Company be held liable for (a) any indirect, incidental, consequential or special damage or loss of any Registered User, including but not limited to the loss of revenues, anticipated profits, any fee paid by the Registered User to any third party, etc. (whether or not foreseeable or contemplated by the Parties at the date this Agreement is accepted by the Registered User, or even if the Company has been informed of the possibility of such loss), and (b) exemplary or punitive damages.

11.10         Neither Party shall be responsible for losses that arise directly due to the other Party’s breach of this Agreement. A Party’s liability arising out of or relating to this Agreement, the Rulebook, and other Participation Documents, (including any amount claimed pursuant to any indemnity) will be reduced proportionally to the extent the loss is caused or contributed to by the other Party or their Representatives.

12           Confidentiality and Intellectual Property

12.1         Each Registered User shall keep in confidence the contents (whether or not marked as confidential) of any business, commercial, financial, technical or product information, trade secret, license, software, hardware, source code, application programming interface (API), specification, design, formula, algorithm, or other non-public document or information relating to the Trusple Platform, the Company or any other participant acquired by or known to such Registered User in any way as a result of applying for using or using the Trusple Platform or its performance of this Agreement (collectively, the “Confidential Information”), including the contents, existence, all terms, appendixes, exhibits and supplemental agreements (if any) of this Agreement, and shall not disclose the same to any third party other than the Parties hereto without a prior written consent from the disclosing party of Confidential Information. The receiving Registered User undertakes to copy and use the Confidential Information only for the purpose of this Agreement or the purpose contemplated hereunder. The receiving Registered User undertakes to disclose the Confidential Information provided by any other Registered User only to its employees, accountants, counsels or other advisors engaged by it, who need to know the Confidential Information for the purpose of this Agreement, and shall instruct and procure such persons to comply with the confidentiality and non-disclosure obligations provided in this Clause.

12.2         The foregoing shall not apply to:

(1)          any information expressly allowed to be disclosed by the Registered User under this Agreement;

(2)          any information that, at the time of disclosure is or after the disclosure becomes, publicly available without being disclosed in breach of this Agreement by any Registered User or any affiliate or representative thereof;

(3)          information that the Registered User was aware of before the disclosure and is under no obligation of confidentiality; and

(4)          information received by the Registered User from a good faith third party not subject to a confidentiality obligation.

12.3         Registered User may disclose to any relevant government authorities, in accordance with the mandatory requirements imposed by the applicable laws, the Confidential Information that is mandatorily required by the applicable laws to be disclosed and can be disclosed after consulting the same with its legal counsel; provided, however, that prior to making any such disclosure, the Registered User shall, to the full extent of its capabilities and to the extent permitted by the applicable laws or requirements, consult with the Company and use its best endeavors to obtain a confidential treatment for the information disclosed and to minimize the scope of the disclosure, within a reasonable time period after becoming aware of such requirement.

12.4         Except as otherwise expressly provided herein, a Registered User shall not use the Confidential Information of any other Registered User which comes to its knowledge or in its possession for any purpose and in any manner.

12.5         The Company and its Affiliates (including the actual owner of the intellectual properties, if any) shall legally own the intellectual properties, including but not limited to trademarks, patents, copyrights and trade secrets, etc., in relation to the contents of the Trusple Platform websites and systems, the systems of the Company and its Affiliates and the websites of Alipay, including but not limited to the works, pictures, files, information, data, website structures, arrangements of website pictures, web page designs, and any other materials, technologies or technical supports, software, services, etc. provided by the Company under this Agreement.

12.6         A Registered User shall not have any right to, without a written consent from the Company or its Affiliates (including the actual holder of the intellectual properties, if any), use, modify, decompile, reproduce, disseminate, alter, distribute, publicly publish, transfer, or license or provide to any other parties for use any intellectual property above mentioned, otherwise the Registered User shall bear the corresponding liabilities.

12.7       It is the obligation of each Registered User to protect the intellectual properties of the Company and its Affiliates, and a breaching Registered User shall be liable for the damages.

13           Default and Default Settlement

13.1       Any of the following events in relation to a Registered User shall constitute a breach of this Agreement (the “Breach”):

(1)   provision of false information or materials or failure to provide additional documents requested by the Company pursuant to Clause 4.5 within a reasonable period of time as prescribed by the Company;

(2)   any representation made under this Agreement not being true, accurate or complete or failure to perform any covenant or any breach of any other obligation under this Agreement or any other Participation Document;

(3)    it transfers any asset for the purpose of debt evasion or its other outstanding debt becomes due, and such event may, based on reasonable judgments of the Company, have material adverse effects on its ability to repay its debts;

(4)    its bankruptcy, composition, dissolution, liquidation or its entry into a reorganization or composition arrangement with creditors; or

(5)    a material litigation or proceeding against the Registered User, which, based on reasonable judgments, is likely to have material adverse effects on its solvency;

13.2       If a Registered User commits any of the above Breaches, or there is any sign indicating a Breach may be potentially committed by a Registered User under Clauses 13.1(3), (4) and (5), the Company shall have the right to take one or more of the following measures, including without limitation to:

(1)          requiring such default be corrected within a time limit;

(2)          restricting or suspending the Registered User’s use of the Trusple Platform services, suspending or cancelling its account(s);

(3)          terminating this Agreement in whole or in part with respect to that Registered User and ceasing to provide any or all services to that Registered User;

(4)          publicly announcing on the Trusple Platform of the default and/or remedial measures taken by the defaulting Registered User;

(5)          reporting the defaulting Registered User's violation of laws or regulations or breach of contract to any relevant regulatory authority; and

(6)          taking legal measures to claim payables, liquidated damages, compensations, and/or other remedies against the defaulting Registered User's (such as entrusting legal entities like appropriate professional companies or law firms to recover the same or to claim the Company’s rights at the court, etc. on its behalf). All the expenses arising therefrom (such as notarization fees, litigation fees, property preservation fees, enforcement fees, arbitration fees, attorney fees, travel expenses, evaluation fees, auction fees, collection fees, etc.) shall be borne by the defaulting Registered User.

Taking any of the above measures shall not prejudice any other rights or remedies that may be available to the Company under the applicable laws, this Agreement and/or any other Participation Document.

14           Assignment, Modification and Termination

14.1       Assignment

No Registered User may assign any of its rights and/or obligations hereunder (in whole or in part) to any third party without a prior written consent from the Company.

14.2      Changes

The Company may amend this Agreement in one of the following ways:

(1)          by announcement on the Trusple Platform, in which case the modification shall become effective upon expiry of 3 business days after the announcement; or

(2)          by mailing the modifications to the Registered User in an email, intranet mail, text message or otherwise in writing, in which case the modification will become effective with respect to that Registered User upon expiry of 3 business days after the email/mail/message/written notice is delivered to the Registered User.

IfaRegistered User continuesto use the services after themodification or amendment of this Agreement,such continuance of use shall be deemed as an acknowledgement and acceptancethat they have fully read, understood and accepted the modified or amended version of this Agreement, and shall comply with such modified or amended version.

14.3       Termination

This Agreement shall terminate if any of the following events occurs:

(1)          if a Registered User fails to pass the Company’s certification review for the Registered User, this Agreement shall terminate with respect to such Registered User from the date on which such Registered User fails to pass the certification review;

(2)          if a Registered User fails to provide additional supporting documents requested by the Company within a reasonable period in accordance with Clause 4.5, the Company may revoke such Registered User’s account(s) that may have already been opened and unilaterally terminate this Agreement with respect to such Registered User;

(3)          The Company has the right to cancel the account(s) of a Registered User and terminate this Agreement in whole or in part with respect to that Registered User if such Registered User defaults and fails to cure the default within 10 business days upon request;

(4)          If, due to applicable laws, regulations, or governmental policies, the Company is unable to provide all or part of the Trusple Platform services or the Trusple Platform no longer provides any Trusple Platform service, the Company shall have the right to unilaterally terminate all or part of its services in its sole discretion and, to unilaterally terminate this Agreement in whole or in part by notifying the Registered Users (to the extent reasonably practicable), and such termination shall become effective with respect to the receiving Registered Users upon the delivery of the notification to such Registered Users;

(5)          this Agreement shall terminate with respect to a Registered User after the Registered User closes its account(s) pursuant to the terms hereof; or

(6)          any other termination event provided herein.

14.4       Termination of this Agreement shall not affect the rights and obligations of each Party that have accrued prior to the termination.

14.5       Clauses 6,10, 11, 12, 13 and 15 hereof shall survive any termination of this Agreement.

15           Others

15.1       All notices, requests and other communications hereunder, including legal and judicial documents in the course of any dispute resolution, may be given:

(1)          through a channel within the Trusple Platform, including by announcement on the Trusple Platform, in a Trusple Platform mail or through a channel designated by the Trusple Platform. Such notice shall become effective upon its successful transmission by the Company, in which case no Registered User may claim non-delivery of such notice by reason of not having received or not having read such notice. In particular, a notice given by Trusple Platform announcement does not need to be sent to any Registered User separately; or

(2)          by email, facsimile or mobile phone short message. Such notice shall become effective upon arrival of such notice at the server of the Registered User. The Company and the Trusple Platform shall not be liable for any failure to receive such notice in a timely manner due to any delay in the notice transmission, failure or omission to read such notice by the Registered User or other reasons not attributable to the Trusple Platform.

15.2       Each Clause of this Agreement is individually severable. If a court or arbitration tribunal of competent jurisdiction declares any clause invalid, such clause shall be ineffective only to the extent of such invalidity, so that the remainder of that clause and all remaining clauses of this Agreement shall continue in full force and effect.

15.3       A waiver of any right, power or remedy by the Company under this Agreement must be in writing signed by it. No failure or delay of the Company to exercise any of its rights, powers and remedies under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise by the Company of any of its rights, powers and remedies preclude the Company to exercise any of its other rights, powers and remedies. The rights, powers and remedies provided herein are cumulative and are not exclusive of any rights, powers or remedies provided by law.

15.4      The relevant Parties shall at all times seek to resolve by negotiation any dispute arising out of or in connection with this Agreement (a “Dispute”), including any question regarding its existence, validity or termination, within thirty (30) business days after such Dispute has been notified by one Party to the Dispute to another Party to the Dispute. 

15.5       Dispute resolution

(1)          If you are incorporated under the laws of the PRC, any Dispute which cannot be resolved by the Parties to the Dispute pursuant to Clause 15.4 shall be submitted to China International Economic and Trade Arbitration Commission Shanghai Sub-commission(“CIETAC”) for arbitration which shall be conducted in accordance with the arbitration rules of CIETAC in effect at the time of applying for arbitration. The arbitration shall be conducted by an arbitration tribunal consisting of three (3) arbitrators. Each of the claiming entity and the responding entity shall appoint one (1) arbitrator respectively, and the presiding arbitrator shall be appointed jointly by the claiming entity and the responding entity, or otherwise in accordance with the then prevailing CIETAC arbitration rules. If the claiming entity and the responding entity fail to reach an agreement on the appointment of the chief arbitrator in fifteen (15) days, such chief arbitrator shall be appointed by the CIETAC. The arbitral award is final and binding upon the Parties. The seat of the arbitration shall be Shanghai, PRC.

(2)          If you are not incorporated under the laws of the PRC, any Dispute which cannot be resolved by the Parties to the Dispute pursuant to Clause 15.4 shall be submitted to Singapore International Arbitration Centre (“SIAC”) for arbitration which shall be conducted in accordance with the arbitration rules of SIAC in effect at the time of applying for arbitration. The arbitration shall be conducted by an arbitral tribunal consisting of three (3) arbitrators. Each of the claiming entity and the responding entity shall appoint one (1) arbitrator respectively, and the presiding arbitrator shall be appointed jointly by the claiming entity and the responding entity, or otherwise in accordance with the then prevailing SIAC arbitration rules. If the claiming entity and the responding entity fail to reach an agreement on the appointment of the presiding arbitrator within fifteen (15) days, such presiding arbitrator shall be appointed by the President of the Court of Arbitration of SIAC in accordance with the then prevailing SIAC arbitration rules. The arbitral award is final and binding upon the Parties. The seat of the arbitration shall be Singapore. In the case of the dispute resolution pursuant to this Clause 15.5(2), all the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore to support and assist the arbitration process, including if necessary the grant of interlocutory relief pending the outcome of that process.

15.6       Governing Law

(1)          If you are incorporated under the laws of the PRC, this Agreement (including the arbitration agreement in Clause 15.5(1)) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the PRC Laws; or

(2)          If you are not incorporated under the laws of the PRC, this Agreement (including the arbitration agreement in Clause 15.5(2)) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the Singapore Laws.

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

Rulebook

Contents

Rules                                                                                                                                                Page

1.         Structure of this Rulebook........................................................................................................... 3

2.         Trade Transaction....................................................................................................................... 5

3.         Compliance Requirements........................................................................................................... 7

4.         Dispute Resolution – Transaction Disputes and Participation Disputes........................................... 8

5.         Intellectual Property Rights and Confidentiality............................................................................ 9

6.         Survival.................................................................................................................................... 21

7.         Operational Bulletins................................................................................................................. 21

8.         Protection of Brand................................................................................................................... 24

9.         Restricted Action...................................................................................................................... 25

10.       Representations, Warranties....................................................................................................... 25

11.       No Warranty............................................................................................................................. 26

12.       Indemnity................................................................................................................................. 26

13.       Technical Issues........................................................................................................................ 26

14.       Business Continuity.................................................................................................................. 26

15.       Miscellaneous........................................................................................................................... 27

1.         Administration of Trusple Platform and Acceptance of New Participants...................................... 28

2.         System Administration.............................................................................................................. 28

Schedule                                                                                                                                                 

1.             Platform Services...................................................................................................................... 28

2.             Buyer / Supplier Obligations...................................................................................................... 30

3.             Buyer Bank / Supplier BankObligations.................................................................................... 35

4.             Payment Service Provider Obligations........................................................................................ 36

5.             Definitions............................................................................................................................... 37

Annexes

1.    Banking Service - AutoPay

2.    Banking Service - Bank Payment Undertaking

3.    Purchase Order

4.    Payment Service – Card Service

5.    Payment Service – TT Services

1.             Structure of this Rulebook

1.1          Rules with General Application

Except as otherwise stated, this Rulebook applies to Company and each Participant.

1.2          Rules applicable to Company

Schedule 1 (Platform Services) shall apply only to Company.  

1.3          Rules applicable to specific Participation Classes

The Schedules below apply only to Participants belonging to those specific Participation Classes as described in the table below or as specified in an Operational Bulletin:

Participant Schedules that apply to a specific Participation Class will only be enforceable and binding to Participants belonging to that Participation Class.

1.4          Rules applicable to specific Banking Services

The Banking Service annexes below apply only to Participants in relation to a Banking Service as described in the table below, or as specified in an Operational Bulletin:

The Banking Service annex that applies to a specific Banking Service will only be enforceable and binding to Participants where suchBanking Service is specified in the relevant Participation Document. Additional Banking Services and Banking Service annexes may be provided by the Buyer Bank and/or the Supplier Bank, and will be specified by Company from time to time.

1.5          Rules applicable to specific Payment Services

The Payment Service annexes below apply only to Participants in relation to a Payment Service as described in the table below, or as specified in an Operational Bulletin:

The Payment Service annex that appliesto a specific Payment Service will only be enforceable and binding to Participants where suchPayment Service is specified in the relevant Participation Document. Additional Payment Services and Payment Service annexes may be provided by the Merchant on Record, and will be specified by Company from time to time.

1.6          Variation of the Rulebook

Company may only vary this Rulebook through an Operational Bulletin in accordance withrule 7.1.

1.7          Enforceability of the Rulebook

(a)           A Participant acknowledges and agrees that, to the extent permitted by Relevant Law, if it reasonably believes that a Participant has caused it to suffer Loss, damage or disruption then it shall notify Company in writing as soon as reasonably practicable after becoming aware of such Loss, damage or disruption, and Company shall investigate on receipt of such notification.

(b)           Where a Participant enters into any agreement with another Participant in connection with underlying transactions, banking services, payment services or other contractual relationship via their access to and use of the Trusple Platform (“Participant Agreement”, including without limitation the Underlying Banking Documents, the Trade Terms and Conditions and the Underlying Payment Service Documents), such Participants shall ensure that the Participant Agreement contains a provision to the effect that this Rulebook shall be incorporated into and form part of the Participant Agreement and be binding on each of such Participants and enforceable by each such Participant against the other Participant in relation to their access to and use of the Trusple Platform.   

(c)           Nothing in this Rulebook restricts or otherwise precludes either Company or a Participant from enforcing this Rulebook against the other or any other Participant (as applicable).

1.8          Order of Precedence

If there is any irreconcilable conflict among the Participation Documents, the order of precedence of those documents is as follows:

with the higher ranked documents (1 having a higher rank than 2) prevailing over the lower ranked documents, to the extent of any irreconcilable conflict between them or the same subject matter is provided differently in the documents.

2.             Trade Transaction

2.1          Trade Transaction on Trusple Platform

(a)           In order to carry out a Trade Transaction on the Trusple Platform, the Supplier and Buyer are required to submit and confirm a Purchase Order, enter into the Trade Terms and Conditions and provide any other documents or information as required by Company or its Affiliates (collectively with the Purchase Order and Trade Terms and Conditions as the “Initiation Documents and Information”) to the Trusple Platform.

(b)           The processing of the Purchase Order with respect to the Trade Transaction on the Trusple Platform shall follow Part 1 (Process) in Annex 3 (Purchase Order).

2.2          No Warranty for Trade Transaction

Each Trade Transaction is made by and between a Supplier and a Buyer only. Despite that the Company and/or its Affiliates make available the Platform Services, the Company or any of its Affiliates shall not be considered as a party to the Trade Transaction. Neither the Company nor any of its Affiliates represents the Supplier nor the Buyer in any Trade Transaction. The Company and its Affiliates will not be responsible for the quality, quantity, condition, fitness, safety, lawfulness or availability of the products or services offered under any Trade Transaction, or the ability of either Supplier or Buyer to complete any Trade Transaction (except to the extent prohibited by applicable law). Each Registered User agrees that it will not hold the Company and its Affiliates liable for any losses, damages, claims, liabilities, costs or expenses arising from any Trade Transactions, including any breach, partial performance or non-performance of the Trade Transaction by the other party to the transaction.

2.3          Refusal or Cancellation of Trade Transaction

The Company reserves the right, at its sole discretion, to refuse or cancel any Trade Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in a Trade Transaction being rejected or cancelled include where the Company or its Affiliate has reason to believe the Trade Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject the Company or any of its Affiliates to liability. The Company may also require additional verifications or information for any Trade Transaction, and each Registered User agrees to provide such verifications and information to the Company upon request.

2.4          Authorization for Trade Transaction

Each of the Buyer and the Supplier hereby acknowledges and agrees that it has granted under the relevant Participation Documents (if not, hereby grants) to the Company and its Affiliates operating the Trusple Platform all authority, consents, permissions as required in connection with the Trade Transactions.

2.5          Trade Terms and Conditions

Each Trade Transaction shall be carried out pursuant to the Trade Terms and Conditions. Any other written or oral agreement, instrument, document or arrangement as agreed between the Buyer and the Supplier in respect of each Trade Transaction (if any) shall not be in conflict with the Platform Purchase Order or the Trade Terms and Conditions, such other agreement, instrument, document or arrangement may apply to the Trade Transaction to the extent not conflicting with the Platform Purchase Order or the Trade Terms and Conditions.

2.6          Underlying Banking Documentation

Each Participant who provides or receives the Banking Service of AutoPay and/or BPU, acknowledges and agrees that:

(a)           the terms of the AutoPay and BPU services are subject to the Underlying Banking Documents (including without limitation those with respect to BPU), which exist separately and independently from the Participation Documents;

(b)           any request or instruction for AutoPay or a BPU in any Customer Communication shall be subject to all applicable terms of the Underlying Banking Documents (including without limitation those with respect to BPU);

(c)           each Underlying Banking Transaction effected pursuant to any Customer Communication shall also be governed by the relevant Underlying Banking Documents (including without limitation those with respect to BPU);

(d)           with respect to the subject matters under the Underlying Banking Documents, in the case where there is any inconsistency or conflict between the terms and conditions of the Participation Documents and those of the Underlying Banking Documents (including without limitation those with respect to BPU), the latter will prevail to the extent of such inconsistency; and

(e)           the Underlying Banking Documents or Participation Documents may give a Buyer Bank additional termination or cancellation rights in respect of the Participation Documents, including this Rulebook, and/or rights to decline to make payments in connection with the AutoPay and/or BPU services, in which case the Participants acknowledge that such rights may exist and agree to be bound by the exercise of such rights, provided that such termination or cancellation rights or rights to decline any payments shall be made under reasonable and customary circumstances in accordance with Relevant Laws and prevailing practice.

2.7          Underlying Payment Service Documentation

Each Participant who provides or receives the Payment Services acknowledges and agrees that:

(a)           the terms of the Payment Services are subject to the Underlying Payment Service Documents, which exist separately and independently from the Participation Documents;

(b)           any request or instruction for Payment Services in any Customer Communication shall be subject to all applicable terms of the Underlying Payment Service Documents;

(c)           each Underlying Payment Service Transaction effected pursuant to any Customer Communication shall also be governed by the relevant Underlying Payment Service Documents;

(d)           with respect to the subject matters under the Underlying Payment Service Documents, in the case where there is any inconsistency or conflict between the terms and conditions of the Participation Documents and those of the Underlying Payment Service Documents, the latter will prevail to the extent of such inconsistency; and

(e)           the Underlying Payment Service Documents or Participation Documents may give the Merchant on Record additional termination or cancellation rights in respect of the Participation Documents, including this Rulebook, and/or rights to decline to make payments in connection with the Payment Services, in which case the Participants acknowledge that such rights may exist and agree to be bound by the exercise of such rights, provided that such termination or cancellation rights or rights to decline any payments shall be made under reasonable and customary circumstances in accordance with Relevant Laws and prevailing practice.

3.             Compliance Requirements

3.1          Each Participant shall endeavour, at its own cost, to take appropriate steps to:

(a)           co-operate with Company and any other Participant as reasonably required to establish and maintain the Trusple Platform; and

(b)           comply with any reasonable direction or instruction received by Company with respect to the functionality, operation and maintenance of the Trusple Platform, as set out in any Operational Bulletin.

3.2          TheCompany and each Participant is solely responsible for its own compliance with the Compliance Requirements and must at all times ensure that it acts consistently with, and does not contravene the terms of the Compliance Requirements. The Company and each Participant may request the assistance of Company and/or other Participant where it is reasonable and necessary to do so for the purposes of ensuring such compliance.

4.             Dispute Resolution – Transaction Disputes and Participation Disputes

4.1          Handling of Transaction Disputes

Where a Transaction Dispute arises, the Participants thereto shall be responsible for resolving that dispute between themselves in accordance with:

(a)           the terms of the Underlying BankingDocuments with respect to the Banking Service between the Buyer Bank and the Buyer and that between the Supplier Bank and the Supplier;

(b)           the terms of the Underlying Payment Service Documents with respect to the Payment Services between the Suppliers and the Merchant on Record; or

(c)           the Platform Purchase Order and the Trade Terms and Conditions with respect to the Trade Transaction between the Buyers and the Suppliers. 

4.2          Handling of Participation Disputes

(a)           In the event of any Participation Dispute, or potential Participation Dispute, arising between the Supplier and the Company, or between the Buyer and the Company, such dispute shall be resolved in accordance with the Trusple Platform Registration and Use Agreement as agreed by the parties thereto.

(b)           In the event of any Participation Dispute, or potential Participation Dispute, arising between the Supplier Bank and the Company, or between the Buyer Bank and the Company, such dispute shall be resolved in accordance with the Collaboration Agreement as agreed by the parties thereto.

(c)           In the event of any Participation Dispute, or potential Participation Dispute, arising between the Merchant on Record and the Company, such dispute shall be resolved in accordance with the Collaboration Agreement (Payment Services) as agreed by the parties thereto.

5.             Intellectual Property Rights and Confidentiality

5.1          Intellectual Property Rights

(a)           Acknowledgement of IP Rights

(i)            Each Participant acknowledges and agrees that:

(A)          Company IP made available by Company under the relevant Participation Documents, are owned by Company and its Affiliates;

(B)          Participant shall have no right or entitlement to access, use or deal with Company IP except as otherwise expressly provided for in this rule 5, and shall not use such items without the prior written permission of Company;

(C)          Company and/or its Affiliates shall retain or own all IP Rights in and of the Trusple Platform and new IP Rights generated from development and operation of the Trusple Platform; and

(D)          Participants by itself or its Affiliate(s) or by instructing or allowing any third party, shall not conduct any secondary exploitation or reverse engineering of the Trusple Platform.

(ii)          Participant acknowledges and agrees that the IP Rights in any Company Developed Material shall vest in and remain the property of Company.

(b)           IP Licence from Company

(i)            Until expiry of the Applicable Term or early termination of the relevant Participation Documents, Company and its Affiliates grants to each Participant that is entitled to receive a license in respect of an item of Company IP, a:

(A)          limited;

(B)          revocable;

(C)          non-exclusive;

(D)          royalty-free;

(E)          non-transferable; and

(F)           non-sublicensable,

licence to:

(G)          access and use the Trusple Platform in accordance with the terms herein;

(H)          use Company IP (to the extent entitled to receive a licence in respect of the item of Company IP); and

(I)            (in the case of Buyer Banks, Supplier Banks and Merchant on Record) its APIs for the API integration with the Trusple Platform,

only to the extent necessary to allow for the Participant, within the Territory, to obtain the benefit of the relevant Participation Documents or perform its obligations (including any obligations of its Participation Class) in accordance with and subject to the relevant Participation Documents and as may be required by Relevant Law or in accordance with any Compliance Requirement.

(ii)          The license provided to Participant in rule 5.1(b)(i) will terminate automatically upon the expiry of Applicable Term or early termination of Participant's participation in the Trusple Platform in accordance with the Participation Documents.

(c)           General restrictions: unless expressly permitted under the terms of the Participation Documents or otherwise expressly permitted by Company in writing or, the Participant must not:

(i)            lease, loan, resell, transfer, sublicense or otherwise make available any of Company IP or Ant Blockchain Information System to third parties, including any Participant's Representative;

(ii)          copy, translate, disassemble, decompile, reverse engineer or modify the Ant Blockchain Information System or Company IP, or part thereof;

(iii)         change or remove any copyright and authorship notices on any part of Company IP or Ant Blockchain Information System;

(iv)         use any of Company IP or the Ant Blockchain Information System to build, assist another person to build or attempt to build a product that is in direct competition with Company, or copy or recreate any features or any user interface of any Company IP or Ant Blockchain Information System, so as to protect the Company IP and the Ant Blockchain Information System and ensure compliance with the confidentiality and IP protection obligations hereunder;

(v)          circumvent or disclose the user authentication or security of the Ant Blockchain Information System or any related host, network, or account;

(vi)         back up Data other than in accordance with good information technology practice, Relevant Laws and Relevant Data Consents in which case backup copies on transportable discs or other Data media must be marked as backup copies and bear the same copyright and authorship notice as the original discs or other Data media, unless technically unfeasible;

(vii)       interfere with or disrupt Company systems and networks used in connection with the Ant Blockchain Information System or other equipment or networks connected to the Ant Blockchain Information System;

(viii)      create or attempt to create any charge, lien or encumbrance over the Company IP or Ant Blockchain Information System (or any part thereof);

(ix)         publish any results of benchmark tests run on the Ant Blockchain Information System;

(x)          disclose, provide or otherwise make available the trade secrets in connection with Company IP or Ant Blockchain Information System in any form to any third party; or

(xi)         use the Ant Blockchain Information System to transmit any content, Data or information that is unlawful.

(d)           Indemnity

(i)            Without limiting and subject torule 12, each Participant agrees that it shall indemnify Company against any and all Losses the Company may suffer or incur arising out of any claims of the IP Rights infringement relating to the Company’s receipt or use of its services, materials or information.

(ii)           In any event, each Participant shall notify Company if it becomes aware of any allegation or claim of the IP Rights infringement for which such Participant would be required to indemnify Company.

(e)           Injunctive relief

Each Participant acknowledges that:

(i)            damages may not be a sufficient remedy for the other entity for any breach of this rule 5.1; and

(ii)          if allowed under Relevant Laws,any of Company, its Affiliates, the Participants and other entities may be entitled to specific performance, injunctive relief and any other remedies available at law or in equity as a remedy for any breach or threatened breach of this rule 5.1 by the other.

(f)            Warranty

(i)            Each Participant warrants that any information uploaded to the Trusple Platform has not infringed and will not infringe any other entity's IP Rights or other legitimate rights.

(ii)          If a Participant breaches the warranty set out in rule 5.1(f)(i) or those under the Participation Documents, such Participant shall:

(A)          be responsible for independently and at its costs handling the relevant complaint or claim raised by a third party; and

(B)          shall indemnify Company for any Losses the Company may suffer or incur.

(iii)         If any third party challenges or complains to the Company about the ownership of intellectual property of relevant data involved in the use of Platform Services by any Participant or the ownership of intellectual property of the results generated from the Platform Services as used by any Participant, that Participant shall upon the reasonable request of the Company and to the extent possible, endeavour to provide Company with relevant evidentiary materials of such intellectual property, and be responsible for handling relevant complaints, claims, lawsuits or potential lawsuits against it. Each Participant shall bear all costs and compensations related thereto.

5.2          Confidentiality

(a)           Receiving Entity obligations to maintain confidentiality

A Receiving Entity must:

(i)            keep all Confidential Information confidential and maintain the confidential nature of the Confidential Information;

(ii)          treat all Confidential Information as it treats its own confidential information (but in no event with less than a reasonable standard of care);

(iii)         not, other than with the prior written consent of the Disclosing Entity:

(A)          use; or

(B)          disclose (including by way of interviews, responses to questions or inquiries, press releases or otherwise),

the Confidential Information other than for the purpose of facilitating and effecting Trade Transactions on the Trusple Platform in accordance with the Participation Documents (Approved Purpose);

(iv)         promptly notify the Disclosing Entity of any potential, suspected or actual breach of this rule 5.2; and

(v)          use the Confidential Information ONLY for the purpose of performing the relevant Participant Documents, unless the Receiving Entity has obtained the prior written consent of the Disclosing Entity.

(b)           Return of Confidential Information:

(i)            When the Confidential Information is no longer required by the Receiving Entity for the Approved Purpose, the Receiving Entity will, at the Disclosing Entity's request or upon expiry of the Applicable Term, destroy, alter (so as not to contain any Confidential Information) or deliver to the Disclosing Entity, all documents and all other material in the possession or control of the Receiving Entity which contain the Confidential Information.

(ii)          Rule 5.2(b)(i) does not apply to or require the return, deletion, alteration or destruction of:

(A)          any legal advice, internal working papers, legal opinions, legal due diligence reports, director's or committee papers or board minutes prepared for or by the Receiving Entity;

(B)          any Confidential Information which is not readily accessible to the Receiving Entity due to its Data storage procedures; or

(C)          any other documents or information which:

(1)    the Receiving Entity is required by Relevant Laws to keep or maintain;

(2)    are subject to the Receiving Entity's legal professional privilege; or

(3)    ought reasonably to be retained by the Receiving Entity for the purposes of its good corporate governance.

(iii)         The Receiving Entity is not released from its obligations under rule 5.2(a) as a result of complying with this rule 5.2(b).

(c)           Injunctive relief

Company and each Participant acknowledge that:

(i)            damages may not be a sufficient remedy for the Disclosing Entity for any breach of this rule 5.2; and

(ii)          if allowed under Relevant Laws, the Disclosing Entity may be entitled to specific performance, injunctive relief and any other remedies available at law or in equity as a remedy for any breach or threatened breach of this rule 5.2 by the Receiving Entity.

(d)           Notwithstanding the confidentiality obligations provided in rule 5.2(a), Company or a Participant may, however, disclose the Confidential Information as required by any order of any court of competent jurisdiction, any competent judicial, governmental or regulatory body or any arbitral tribunal, provided the disclosing party shall inform the other party as soon as, and in any case, prior to such disclosure, if such information is not prohibited by law.

5.3          Data Protection Law Compliance

Company and each Participant shall comply with the applicable Data Protection Laws in accessing, using, transferring, sharing and storing the data under the Participation Documents and this Rulebook. 

(a)           Notification

(i)            In the event of any:

(A)          breach of any Data security requirement under the relevant Participation Documentsby a Participant; or

(B)          security breach of the Ant Blockchain Information System or any other security breach that may affect the functionality, operation and maintenance of the Trusple Platform or the Trade Transaction, Banking Services or Payment Services, which a Participant:

(1)   knows has occurred; or

(2)   reasonably suspects has occurred,

the Participant must notify Company immediately, and no later than within twenty‑four (24) hours after becoming aware of such breach and comply with all reasonable directions from Company in respect of the breach, including the provision of information relating to such breach, including, but not limited to, vulnerabilities or flaws, start or end date, date of discovery, and specific actions taken to contain and/or mitigate such breach.

(ii)          Company must notify all relevant Participants if it becomes aware of any breach described in, or receives a notice pursuant to rule 5.3(a)(i) or any similar security breach which Company knows or reasonably suspects has occurred. To the extent that Company has been provided with, or is otherwise in possession of such information, the notice must include information relating to the breach, including, but not limited to, vulnerabilities or flaws, start or end date, date of discovery and specific actions taken to contain and/or mitigate such breach.

(iii)         If, at any time, it becomes apparent to a Participant (including by receipt of notice from Company) that:

(A)          a Representative of the Participant has sought to circumvent or has circumvented Company's security requirements or the obligations set out in this rule 5.3;

(B)          an unauthorized person has accessed or may access the Ant Blockchain Information System; or

(C)          a person has engaged in activities that may lead to the unauthorized access, destruction or alteration or loss of Data or software contained in Company's systems or the Ant Blockchain Information System,

the Participant must immediately terminate any such Representative or person's access to the Trusple Platform, Ant Blockchain Information System and/or Company's systems and notify Company in accordance with rule 5.3(a)(i). Any such access may not be reinstated to the relevant Representative or person without the prior written consent of Company.

(b)           Right to Suspend or Terminate Access

Withoutlimiting the termination clauses in the relevantParticipation Documents, if Company reasonably determines, is notified, or reasonably suspects, that any of a Participant's Representatives have attempted to circumvent, or have circumvented, Company's security protocols and Data integrity and security measures furnished by Company to the Participant or any obligations in this rule 5.3, Company:

(i)            will notify the Participant; and

(ii)          may, in its sole and absolute discretion, by providing written notice to the Participant, immediately terminate access or suspend access of the Participant's Representative, and any other person Company may deem necessary, to the Ant Blockchain Information System and/or any of Company's systems.

(c)           Up to date

Each Participant must ensure that any Data it provides, discloses or submits to Company or uploads to the Trusple Platform under the relevant Participation Documents is true, accurate, up to date, complete, and not false or misleading. Company must ensure that any Data it provides, discloses or submits to the Participants is consistent with that as it receives from the sources of Data (including the relevant Participants).

(d)           Compliance with privacy laws

When Processing Data under the relevant Participation Documents, each Participant and Company must:

(i)            comply with all Relevant Laws relating to privacy and protection of Personal Data, including but not limited to, Data Protection Laws and those which regulate the collection, storage, use or disclosure of Personal Data and the security of Processing, and notwithstanding aforesaid, each Participant shall, promptly (in any case, within fifteen (15) days) after being aware of any update of compliance requirements in its jurisdiction (including those related to privacy and protection of Personal Data) applicable to any other Participant orCompany, to the extent of reasonably practicable, notify such other Participant or Company (as the case may be) and shall be able to demonstrate compliance with such Relevant Laws;

(ii)          comply with any requirements for privacy and protection of Personal Data as set out in the Participation Documents or determined by Company and as set out in an Operational Bulletin issued in accordance with rule 7.1;

(iii)         notify the relevant other Participants or Company (as the case may be) in writing of the local requirements under Relevant Laws or Government Actions in relation to the Processing of Personal Data, particularly transfer/sharing and cross-border transmission of Personal Data and those that may have a substantial adverse effect on the Participant or Company’s compliance with the requirements in this rule 5.3, and take all steps necessary for itself to comply with those requirements and obtain the business license, government permit, registration certificate or any other documentation required by Relevant Laws or Government Actions for conducting the transfer, sharing or cross-border transmission of Personal Data from itself to relevant other Participants or Company (as the case may be);

(iv)         where required by Relevant Laws or Government Actions, enter into a data transfer/sharing agreement (where such agreement will be in a form as agreed between the parties) with the relevant other Participants or Company (as the case may be), which will provide assurance that it and the relevant other Participants or Company (as the case may be) have and will continue to comply with the Relevant Laws and Government Actions in respect of data sharing and transfer. Under the assurance provided under the data transfer/sharing agreement, each Participant and Company shall be entitled to Process data at any place and in any lawful manner selected by it provided that such Processing is permitted by Relevant Laws and is for the purposes of the relevant Participation Documents;     

(v)          to the extent permissible by Relevant Laws, promptly, and within three (3) days after receipt of a notice, a court service, or any other form of legal document affirming the lodgement of a Complaint, notify the relevant other Participants or Company (as the case may be) of the Complaint and its details;

(vi)         immediately, and within forty-eight (48) hours after awareness of a Government Action, notify the relevant other Participants or Company (as the case may be) of the details of Government Action;

(vii)       co-operate with the relevant other Participants or Company (as the case may be) in the resolution of any such Complaint or Government Action;

(viii)      refrain from, and take effective measures to prevent its Representatives from, doing anything that it knows will put the relevant other Participants or Company (as the case may be) in breach of Relevant Laws or Government Actions relating to privacy and protection of Personal Data; and

(ix)         take such steps as are reasonably required to facilitate the relevant other Participants or Company (as the case may be), and their respective Affiliates' compliance with any of the Relevant Laws relating to privacy and protection of Personal Data (including in case of an assignment of the relevant other Participants’ or Company’s (as the case may be) rights under the relevant Participation Documents).

(e)           Legal Basis for Processing and Disclosures

(i)            Each Participant and Company (as applicable) must:

(A)          obtain all consents or approvals required under, or otherwise in order to comply with, Relevant Laws, Government Actions and any additional standard form consent from Data Subject or complete other formality as required by other lawful basis for the Processing of the Personal Data in lieu of consent from Data Subject as reasonably determined by Company from time to time and issued pursuant to an Operational Bulletin in accordance with rule 7.1;

(B)          make all disclosures required under, or otherwise in order to comply with, Relevant Laws, Government Actions and any additional standard form disclosure to Data Subject as reasonably determined by Company from time to time and issued pursuant to an Operational Bulletin in accordance with rule 7.1concerning:

(1)   the collection and transfer of Personal Data by, and disclosure of Personal Data to, Company, its assignee or Representatives, or another Participant;

(2)   the collection and transfer of Personal Data in, by and from, the Ant Blockchain Information System and other Participants in the course of receiving and providing the Trade Transactions;

(3)   the Processing of, and other dealings with, any Personal Data by the Participant and Company;

(4)   the rights of Data Subjects to their Personal Data that has been provided to a Participant or Company under Relevant Laws; and

(5)   the limitation or restriction of services provided under the relevant Participation Documents to Data Subjects, due to their refusal or withdrawal of any consents (including Relevant Data Consents) or approvals required by Relevant Law or Government Actions,

as contemplated by the relevant Participation Documents;

(C)          take effective technical and data management measures to identify and record Data Subjects who have given their consents (including Relevant Data Consents) or approvals and distinguish them from those who have refused to provide or have withdrawn such consents or approvals, so that the Participant, Company and other Participants can, in a synchronous or expeditious manner, refrain or cease the provision of services under the relevant Participation Documents to Data Subjects who do not consent to the use or Processing of their Personal Data for the purposes of the relevant Participation Documents; and

(D)          maintain a record of all consents or approvals as well as other legal basis for the Processing of Personal Data in connection with rule 5.3(e)(i)(A) in accordance with all Relevant Laws.

(ii)          After any Participant or Company complies with the requirements of this rule 5.3(e), if for any reason, such Participant or Company (whether under Relevant Laws, Government Actions) is required to subsequently obtain any consent or approval of such Data Subject or complete other formality as required by other lawful basis in lieu of consent or approval of such Data Subject, or make any disclosure as set out above, such Participant or Company must inform Company and the other Participants or the Participants (as the case may be) and shall obtain such consent or approval or make such disclosure to the satisfaction of Company and the other Participants or the Participants (as the case may be).

5.4          General Exceptions to Disclosure Restrictions

(a)           Compliance Requirement Exception

(i)            Neither Company nor any Participant (Excepted Entity) will be taken to have contravened rule 5.2 or 5.3 where they disclose any information or Data to the extent such disclosure is necessary to comply with any Compliance Requirement.

(ii)          Where information or Data to be disclosed under rule 5.4(a)(i) includes any Confidential Information in relation to which the Excepted Entity is the Receiving Entity, the Excepted Entity (to the extent that is both practicable and permitted by Relevant Laws) gives the Disclosing Entity prompt and sufficient notice, assistance and co-operation to allow the Disclosing Entity to take action (at the Disclosing Entity's expense) to prevent or minimize the disclosure of Confidential Information, which may include:

(A)          contesting the application of the Compliance Requirement or order; and

(B)          seeking an order or grant of confidential treatment by the Receiving Entity in respect of the information or Data sought to be disclosed.

(b)           Representative Disclosure Exception

An Excepted Entity may disclose information or Data to its Representatives or Affiliates to the extent reasonably necessary for compliance with and as permitted under the relevant Participation Documents, provided that:

(i)            if the information or Data disclosed includes any Confidential Information in relation to which the Excepted Entity is the Receiving Entity, the Excepted Entity:

(A)          ensures that each of its Representatives or Affiliates who has access to the Confidential Information is subject to confidentiality obligations no less restrictive than those set out in the relevant Participation Documents;

(B)          remains responsible for the breach of confidentiality obligations under the relevant Participation Documents by any such Representatives or Affiliates; and

(C)          gives the Disclosing Entity all assistance it requires to take any action or bring proceedings in relation to any breach or potential breach of confidentiality obligations under the relevant Participation Documents; and

(ii)          any applicable protocols set out in the relevant Participation Documents are complied with by the Excepted Entity.

5.5          No Public Announcements

Exclusively in the context of a public announcement concerning the relevant Participation Documents and the Trusple Platform, neither Company nor any Participant is permitted to:

(a)           make any press release or public announcement about any other Participant or Company (as the case may be), its participation in the Ant Blockchain Information System, or its business relationship with any other Participant or Company (as the case may be) (including TradeTransaction numbers or amounts, business growth or plans); or

(b)           permit its Representatives to give interviews or otherwise publicly give such information,

without the prior written consent from any other Participant or Company (as the case may be) each time, except that Company may make a press release or public announcement about the Trusple Platform (provided it makes no reference to a particular Participant) without prior written consent from any Participant.

6.             Survival

Without limiting or impacting upon the continued operation of any rules which as a matter of construction is intended to survive the termination of the relevant Participation Documents:

(a)           rules 5, 6 and 11 survive the termination of the relevant Participation Documents; and

(b)           where an Operational Bulletin has been issued in connection with a right or obligation in a rule referred to in rule 6(a), that Operational Bulletin shall survive the termination of the agreement to the extent necessary for performance of those rights or obligations.

7.             Operational Bulletins

7.1          Operational Bulletins

(a)           Purpose of Operational Bulletin

(i)            The Company may issue an Operational Bulletin to the Participants covering the following matters: 

(A)          amendments or variations to this Rulebook in accordance with rule 1.5;

(B)          amendments to Eligibility Criteria or waiving of Eligibility Criteria in respect of a Participant;

(C)          updates to Company's Data security protocols and Data integrity and security measures;

(D)          introduction of any new system, procedure or process in connection with the Trusple Platform (including where expressly provided for under thisRulebook);

(E)          provision of notices to the Participants of any matter relating to the Participation Documents (including where Company may be required to provide notice under the Participation Documents) or the Trusple Platform;

(F)           variations to the architecture or technology through which Company provides and supports the Trusple Platform;

(G)          prescription and assignment to Participants with any new obligations that are reasonably necessary to ensure the effective implementation of technical changes made pursuant to (F) above; or

(H)          any other matters specified in the Participation Documents as being capable of being issued by Operational Bulletin.

(ii)          Any Operational Bulletin must be categorised as either:

(A)          a Mandatory Operational Bulletin; or

(B)          an Optional Operational Bulletin,

(iii)         The Company may only categorise an Operational Bulletin as a Mandatory Operational Bulletin, where it deals with fixes, upgrades and maintenances necessary to ensure the operation of the Trusple Platform and data to ensure any necessary compliance with Relevant Laws or a Government Action. For the avoidance of doubt the following may be categorised as a Mandatory Operational Bulletin:

(A)          emergency upgrades of the Trusple Platform;

(B)          bug repair of platform-related modules;

(C)          temporary/permanent removal of suspicious unauthorised access; and

(D)          temporary suspension of platform services in connection with the above.

(iv)         Optional Operational Bulletins may relate to any of the matters listed in rule 7.1(a) that may not be issued by way of Mandatory Operational Bulletin.

(v)          Each Participant agrees and acknowledges that it will bear its own costs in complying with an Operational Bulletin.

(b)           Mandatory Operational Bulletin

(i)            If a Mandatory Operational Bulletin is issued:

(A)          Company must give Participants not less than thirty (30) days' written notice before the Mandatory Operational Bulletin shall be effective and can be enforced under this Rulebook; and

(B)          each Mandatory Operational Bulletin issued by Company shall be compulsory and must be complied with by all Participants that receive it, unless Company expressly agrees otherwise pursuant to rule7.1(b)(iii).

(ii)          Any Participant may object to a Mandatory Operational Bulletin only by providing written notice to Company of its objection, together with reasons for its objection, within fourteen (14) days after receiving the Mandatory Operational Bulletin.

(iii)         Within twenty-one (21) days from receiving written notice of a Participant's objection to the Mandatory Operational Bulletin, Company may, in its absolute discretion, advise Participants in writing that it will:

(A)          waive the requirement for some or all Participants to comply with the Mandatory Operational Bulletin;

(B)          agree with the Participants on an alternative to the Mandatory Operational Bulletin and, if relevant, issue a new Operational Bulletin in respect of such alternative; or

(C)          continue to require Participants to comply with the Mandatory Operational Bulletin.

(iv)         If a Mandatory Operational Bulletin deals with any matter concerning the security of the Trusple Platform, fixing any bugs in any code or software, or compliance with Relevant Law or Government Action in a jurisdiction in which the Trusple Platform operates, then where an outcome under rule 7.1(b)(iii) has not been determined by Company before the Mandatory Operational Bulletin becomes effective, the Participant must comply with the Mandatory Operational Bulletin until such time as Company may advise the Participant otherwise.

(v)          If a Mandatory Operational Bulletin relates to any variations or updates to any of the software or systems used in connection with the Trusple Platform, each Participant must comply with the directions of Company and co-operate with all other Participants, in each case, as reasonably necessary with respect to any such variations or updates.

(vi)         Notwithstanding rule 7.1(b)(iv), with respect to a Mandatory Operational Bulletin relating to compliance with a Relevant Law or Government Action, the Participant is only required to comply with the Mandatory Operational Bulletin from the date such Relevant Law or Government Action takes effect.

(c)           Optional Operational Bulletin

If an Optional Operational Bulletin is issued:

(i)            Company must give Participants not less than thirty (30) days' written notice before the Optional Operational Bulletin can be enforced under this Rulebook; and

(ii)          the Optional Operational Bulletin is not compulsory and each Participant may decide whether or not they wish to comply with it by notifying Company within fourteen (14) days of receiving the Optional Operational Bulletin.

7.2          Technical Changes

For the avoidance of doubt, Company reserves the right to make any technical changes to the Trusple Platform or any technology thereunder or to discontinue any aspect or feature of the Trusple Platform or any technology thereunder as Company considers necessary for the operation of the Trusple Platform in accordance with the terms of the relevant Participation Documents.

8.             Protection of Brand

(a)           Without the prior written consent from Company, no Participant or its employees may use the trademarks, names and logos of products or services, enterprise names, trade names and abbreviations, or other marks, logos or phrases of Company or its Affiliates to conduct any business activities, or make public announcement of any connection, cooperation or other relationship with Company and its Affiliates.

(b)           Each Participant shall not, unless it is the owner of the relevant right or content, or otherwise has received the prior written consent of the Company:

(i)            use any content containing the trademarks, names and logos of products or services, enterprise names, trade names and abbreviations, domain names, designs, images or activity names of Company and its Affiliates, including 蚂蚁集团(Chinese brand for “Ant Group”), 蚂蚁金服 (Chinese brand for “Ant Financial”), 蚂蚁 (Chinese brand for “Ant”), 蚂蚁财富(Chinese brand for “Ant Fortune”), 蚂蚁区块链(Chinese brand for “Ant Blockchain”), 蚂蚁链(Chinese brand for “AntChain”), 支付宝(Chinese brand for “Alipay”), 芝麻信用(Chinese brand for “Zhima Credit”), 网商银行(Chinese brand for “MYbank”), and Chinese and English words similar to the above marks and ancillary marks and designs of the above brands, including the Ant pattern and AntChain pattern of Ant Group, the word pattern of Alipay and the sesame pattern of Zhima Credit;

(ii)          use any content similar to the brand, name, design theme, appearance or decoration of the products of Company and its Affiliates.

(iii)         conduct any marketing or marketing activities in the name of Company and its Affiliates;

(iv)         mislead or imply that it and its Affiliate are the operator of Company's business or with affiliation or any other relationship with Company (other than the relationship contemplated under the Participation Documents);

(v)          mislead, indicate or imply the recognition of it or its business by Company; and

(vi)         damage or defame the goodwill of Company and its Affiliates, or maliciously alter and commercially use the trademarks, product or service names and logos, enterprise names, trade names and abbreviations, other marks and images of Alipay, Ant Group or AntChain.

9.             Restricted Action

Each Participant shall not:

(a)           upload, download, store or publish any information in violation of Relevant Laws, regulations, departmental rules or state policies or provide any convenience for other entities' publication of such information by utilizing the resources and services provided by Company (including but not limited to setting URLs, BANNER links);

(b)           massively occupy Company's cloud computing resources which would cause serious load or adverse effect to the Trusple Platform or the networks, servers, products/applications of other Participants (including without limitation, service products/applications that cause network inability to access, server downtime, downtime or inaccessible to other Participants);

(c)           conduct any action that disrupts or attempts to disrupt network security or system security; or

(d)           conduct any action prohibited by Relevant Laws and regulations.

10.          Representations and Warranties

(a)           As at the Commencement Date, the Company makes the following representations and warranties to each Participant, and acknowledges that each Participant is relying on these representations and warranties in entering into the relevant Participation Documents:

(i)            the Trusple Platform shall be administrated by appropriately experienced, qualified and trained personnel with all due skill, care and diligence;

(ii)          it shall perform its obligations hereunder with all due skill, care and diligence and in accordance with its own established internal procedures; and

(iii)         the Trusple Platform contains all cybersecurity and Data security protection measures as required by the relevant Participation Documents and Relevant Laws.

(b)           For the avoidance of doubt, if there is any irreconcilable conflict between this rule 10 and the representation and warranty clause of the relevant Participation Documents of each Participant, the representation and warranty clause of the relevant Participation Documents shall prevail.

11.          No Warranty

(a)           Each Participant hereby acknowledges that Company will only provide such Participant with technical service as described in the relevant Participation Documents and will not verify or provide guarantee for the authenticity of any User Uploaded Data or any other data uploaded by any Participant.

(b)           Any data obtained by any Participant via the Trusple Platform shall be used by such Participant at its own risk and independent judgment, and each Participant shall bear all responsibilities for the use of such data. Company shall not be liable for any damages and consequences arising from or in connection with the use of such data (unless caused by its intentional acts or gross negligence).

12.          Indemnity

Each Participant shall indemnify, protect, defend and hold harmless Company and its Affiliates from and against any and all Losses arising out of, involving, or in connection with, any misrepresentation, breach or non-compliance of the relevant Participant of or with any clause, rule or provision in the relevant Participation Documents.

If any action or proceeding is brought against Company or its Affiliates in connection with the Participation Documents or any transaction contemplated hereunder, the relevant Participant(s) shall upon notice by Company or its Affiliates, defend Company or its Affiliates at the relevant Participant’s expense and shall cooperate with Company or its Affiliates in the conduct of such defence in such action or proceeding.

13.          Technical Issues

(a)           Upon a Participant becoming aware of any technical issue which would impact the Trusple Platform, the Participant shall submit the technical issue to Company.

(b)           Where the Participant has become aware of the technical issue and submitted the issue to Company in accordance with rule 13(a), Company shall provide the necessary support services to rectify such issue.

14.          Business Continuity

Company shall use reasonable commercial endeavours to ensure that at all times it has in place and maintains an up to date BCDR Plan and that the BCDR Plan is adequate to minimise the effect of any Disaster and, in the event of a Disaster, to ensure that Company is able to continue to provide the Platform Service and otherwise perform its obligations under the relevant Participation Documents within the shortest practicable time. In the event of a Disaster Company will immediately implement the BCDR Plan.

15.          Miscellaneous

15.1       Force Majeure

(a)           Neither Company nor any Participant shall be held liable for any Default, delay or failure in performing its obligations under the relevant Participation Documents resulting directly or indirectly from a Force Majeure Event.

(b)           If a Force Majeure Event occurs, the non-performing Participant or Company (as applicable) 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 Participant or Company (as applicable) continues to use its best endeavours to resume performance.

(c)           Company or a Participant affected by a Force Majeure Event must:

(i)            use reasonable endeavours to limit the effects of the Force Majeure Event on its performance of the suspended obligations as quickly as possible; and

(ii)          re-commence performing the suspended obligations as soon as reasonably possible.

(d)           During the period for which an obligation of Company or the affected Participant (as applicable) is suspended pursuant to rule 15.1(b), the party to whom the obligation is owed may (at that party’s cost) make alternative arrangements for the performance of the suspended obligation (whether by another person or otherwise), without any liability to the affected party.

Schedule 1

Platform Services 

1.             Administration of Trusple Platform and Acceptance of New Participants

(a)           Before accepting a new Participant, Company will assess the new Participant against the relevant Eligibility Criteria for the relevant Participation Class.

(b)           Company may waive any of the Eligibility Criteria in respect of a new Participant or impose additional requirements by issuing an Operational Bulletin in accordance with rule 7.1.

2.             System Administration

(a)           Without limiting any of its other obligations under the Participation Documents, Company shall be responsible for:

(i)            hosting nodes of the Ant Blockchain Information System supporting the Trusple Platform and upload necessary information from Participants onto the Trusple Platform;

(ii)           recording and transmitting trade and trade financing information to the nodes in accordance with the Participant Documents and the Rulebook, and maintaining consensus of the distributed ledger records on the Ant Blockchain Information System supporting the Trusple Platform;

(iii)         protect the confidentiality and security of the identification, authentication and authorization information and procedures used to form consensus in respect of Trade Transactions;

(iv)         in a timely manner providing helpdesk or support services with reasonable skill and care including, but not limited to, fixing any ‘bugs’, ‘viruses’ or other systemic or IT issues with the Trusple Platform;

(v)           managing access of Participants to the Trusple Platform, including establishing access for new Participants, and suspending or terminating access in accordance with the Participation Documents;

(vi)         applying cryptographic methods (such as zero-knowledge proof and homomorphic encryption) to prevent unauthorised access of Participant Data by unauthorized other Participants;

(vii)        determining eligibility of new Participants with reference to the Eligibility Criteria and reviewing existing Participants’ compliance with the Eligibility Criteria as required;

(viii)      general administration of the Trusple Platform by facilitating participation of each Participation Class as is necessary for effecting the Trade Transactions; and

(ix)         maintaining and updating this Rulebook (in compliance with the terms of the relevant Participation Documents) in respect of all Participants to ensure that they remain fit for their purpose.

Schedule 2

Buyer / Supplier Obligations

1.             GeneraL

Each of the Buyers and the Suppliers shall comply with the terms set out in this Schedule in addition to any other obligations under its Participation Documents.

2.             Eligibility

Company may in accordance with the terms and conditions of the relevant Participation Documents impose Eligibility Criteria for Buyers and/or Suppliers by way of Operational Bulletin in addition to the requirements set out in thisRulebook. Company may waive any of the Eligibility Criteria in respect of a new Buyer or Supplier or impose additional requirements by issuing an Operational Bulletin in accordance with rule 7.1.

3.             Representation and warranty on trade transaction

Each of the Buyers and Suppliers represents and warrants that, on the date on which the Suppliersubmits the Purchase Order to the Trusple Platform, the date on which the Buyer confirms the Purchase Order, and on each day during the period in which the Trade Transaction is carried out on the Trusple Platform, the Trade Transaction and all the Initiation Documents and Information (with any amendment or update provided pursuant to paragraph 5.2below) are true, accurate, complete, up to date and not misleading.

4.             AuthoriSation and Use of Data

4.1          Data of each of the Buyers and the Suppliers

(a)       Eachof the Buyers and the Suppliers:

(i)            undertakes that it has obtained, from such entitled persons/entities, all necessary legal authorizations, legally to obtain and upload any data uploaded into the Trusple Platform (the “User Uploaded Data”) and to conduct various platform supports for such data, and each such Buyer or Supplier shall be liable for any legal consequences and liabilities due to imperfection of authorization (including but not limited to indemnification and/or compensation, administrative penalty and loss of goodwill to authorized persons/entities and other third parties); and

(ii)          shall be responsible for the completeness, accuracy, validity, legal authorization and other legality of the source and content of its User Uploaded Data and shall be liable for the consequences arising from any violation of laws and regulations, policies or default. Such Buyer or Supplier shall be responsible for the real time online linkage of the original data to meet the business demand of the Trusple Platform. Company shall not be liable for any failure in data verification which causes that the business activities of the Trusple Platform are affected due to a Supplier or Buyer's failure to link the original data in real time or insufficiency of the original data.

(b)       Neither Company nor any of its Affiliates shall be obligated to return each User Uploaded Data, and each Buyer or Supplier shall be responsible for the backup of the original data corresponding to its User Uploaded Data. Except for inquiry and review of the User Uploaded Data as required by the Relevant Laws and regulations or the requirements of the national authorities or otherwise agreed upon by a Buyer or Supplier and Company, neither Company nor any of its Affiliates shall actively conduct any unauthorized operation or use of the relevant User Uploaded Data. Neither Company nor any of its Affiliates shall be liable for the inquiry, use, disclosure, declassification, storage, backup, retention or export of any User Uploaded Data not attributable to Company's intentional acts or gross negligence.

4.2           Authorization

(a)       Except required by the Relevant Laws or national authorities, each of the Buyers and the Suppliers hereby authorizes and agrees Company, the Buyer Banks, the Supplier Banks and/or the Merchant on Record (as applicable) to use such information for the following purposes:

(i)            to provide the Platform Services (in the case of Company), the Banking Services (in the case of the Buyer Banks or the Supplier Banks), or the Payment Services (in the case of the Merchant on Record) to be utilized by such Buyer or Supplier, and to maintain and improve those services; or

(ii)          subject to the Relevant Laws and regulations, to recommend the contents that may be interested in by such Buyer or Supplier, including but not limited to the information regarding any product and service that may be delivered to such Buyer or Supplier.

(b)       Each of the Buyers and the Suppliers hereby authorizes and agrees that, for the purpose of Company's timely response to such Buyer or Supplier’s request for assistance and to ensure the overall safety of Company's systems and improve the Platform Services, Company may test, browse and record any service support data of such Buyer or Supplier, including the data of the use of Platform Services by such Buyer or Supplier and insecurity features of data uploaded by such Buyer or Supplier.

5.             Buyer and Supplier Obligations

5.1                   Buyer and Supplier Obligations – General

5.1.1               Subject to rule 12 (if applicable), each Buyer or Supplier is responsible for its Losses arising from any failure by it to ensure that it satisfies the requirements for a Trade Transaction in accordance with this Rulebook, the Trade Terms and Conditions or the relevant Participation Documents.

5.1.2               On written request of Company and subject to compliance with all Relevant Laws, each Buyer or Supplier must provide to Company any documentation required by a Governmental Agency for the purpose of regulatory filing, notification or approval or as required by Relevant Laws or Government Actions.

5.1.3               On written request of Company and subject to compliance with all Relevant Laws, each Buyer or Supplier must provide to Company with any data required to enable the verification of TradeTransaction and its underlying Trade Transaction volumes and values for the purpose of generation of TradeTransaction reconciliation reports.

5.1.4               Each of the Buyers and the Suppliers must retain the original or a copy of all relevant transaction documents and data for each Trade Transaction in a manner which enables ready retrieval, including paper records, electronic receipts and system transaction Data, for:

(a)           seven (7) years after the date of the Trade Transaction; or

(b)           such other time as required by the Relevant Laws.

5.1.5               Each of the Buyers and Suppliers undertakes to comply with all Relevant Lawsapplicable to the Trade Transaction, the Banking Service, the Payment Services and/or the Platform Service.

5.2                   Buyer and Supplier Obligations - Trade Transactions

5.2.1               After submitting the Initiation Documents and Information, ifthere occurs an amendment or update with respect to any of the Initiation Documents and Information, the relevant Buyers or Suppliers shall promptly notify the Company or its Affiliates operating the Trusple Platform (by uploading such amendment or update to the Trusple Platform) upon occurrence of the same.

5.2.2               In pursuant to the paragraph above, the Relevant Buyers or Suppliers shall notify the Companyor its Affiliates operating the Trusple Platform of:

(a)           details of the amendment/update;

(b)           impacts on the information provided in the Purchase Order and supporting reasoning and documents for such conclusion; and

(c)           other documents or information required by Company or its Affiliates operating the Trusple Platform.

5.2.3               Depending on the payment method selected by the Registered Users in the Purchase Order, a transaction fee may be charged for each Trade Transaction to be carried out on the Trusple Platform (the “Transaction Fee”). The Transaction Fee will be borne by the Buyer or the Supplier as mutually agreed by the Buyer and Supplier in advance and reflected in the Purchase Order. If the Transaction Fee is borne by the Buyer, it will be paid by the Buyer together with the Advance Payment or Full Payment. If the Transaction Fee is borne by the Supplier, it will be deducted from the purchase price payable to the Supplier. The applicable rate of Transaction Fee relating to each specific Trade Transaction, if applicable, will be made available on the Trusple Platform and the Company reserve the right to adjust such rate from time to time by way of an Operational Bulletin.

5.3                   Buyer and Supplier Obligations – Trade Instruments

5.3.1               The Supplier will be required to upload to the Trusple Platform the relevant bill of lading, airway bill or other title/transportation documents, and/or the Customs clearance documents, as applicable (collectively the “Trade Instruments”) for the Trade Transaction carried out on the Trusple Platform.

5.3.2               The Buyer may review the relevant Trade Instruments via its Trusple Platform account after such Trade Instruments have been successfully uploaded to the Trusple Platform by the Supplier.

5.3.3               The Supplier shall ensure the completeness, accuracy, timeliness, validity and reliability of the relevant Trade Instruments that it uploads to the Trusple Platform in connection with a Trade Transaction and shall be solely responsible for all liabilities and other legal consequences arising out of or in connection with its failure to comply with this paragraph 5.3.3.

5.3.4               The Company may, at its sole discretion, elect to take formality review of the Trade Instruments. Notwithstanding the foregoing, the Company and its Affiliates shall have no obligation to, and shall not be responsible for, ensuring the completeness, accuracy, timeliness, validity or reliability of any information or documents provided by a Registered User, including the Trade Instruments, in connection with a Trade Transaction.

5.3.5               Without prejudice to any other remedies available to the Company and/or its Affiliates under the Participation Documents and/or the Relevant Laws, the Supplier shall indemnify the Company and/or its relevant Affiliates pursuant to paragraph 6.2 below if the Company and/or its Affiliates suffer any Losses arising out of or in connection with the Supplier’s failure to comply with paragraph 5.3.3

5.4                   Buyer Obligations – Maintenance of Bank Accounts or other Payment Methods

5.4.1               The Buyer shall ensure its bank account, credit card, debit card or any other payment methods (as may be applicable) selected or otherwise made available for a Purchase Order remains active and has sufficient and available funds or credit limit (as may be applicable) at the time of payment. If the bank account, credit card, debit card or other payment methods (as may be applicable) selected or otherwise made available for a Purchase Order fails to make payment due to any reasons (including without limitation, insufficient funds, credit limit, or account suspension or revocation), the Buyer shall immediately take any of the following actions to complete the outstanding payments, as applicable: (a) top up the bank account or increase the credit limit, or (b) register a new bank account, credit card, debit card or other applicable payment method, and manually trigger the payment instruction on the Trusple Platform. The Buyer shall be solely responsible for all liabilities and legal consequences arising from the Buyer’s failure to comply with this paragraph 5.4.

5.4.2               Without prejudice to any other remedies available to the Company and/or its Affiliates under the Participation Documents and/or the Relevant Laws, the Buyer shall indemnify the Company and/or its relevant Affiliates pursuant to paragraph 6.2 below if the Company and/or its Affiliates suffers any Losses arising out of or in connection with the Buyer’s failure to comply with this paragraph 5.4.

5.5                   Supplier Obligations – Shipment of Goods

5.5.1               After the Buyer has made the Full Payment or Advance Payment (as the case may be) as agreed in the underlying Purchase Order, the Supplier shall ship the products within the time period as stipulated in the Initiation Documents and Information. Any delay in shipment or delivery shall be deemed as a breach of the Participation Documents by the Supplier, in which case the Company shall be entitled to take measures against the Supplier (including, without limitation, restricting or terminating its right to participate in the Trusple Platform), and the defaulting Supplier shall indemnify the Company or its Affiliates for all their Losses (if any) pursuant to paragraph 6.2 below.

6.             Liability and Indemnities

6.1                   Liability

Each of the Buyers and theSuppliers acknowledges and agrees that it shall be liable for all access to and use of the Trusple Platform, including initiating or carrying out the Trade Transactions.

6.2                   Indemnity

Without limiting and subject to rule 12 of thisRulebook, each Buyer or Supplier shall at all times, whether during or after the term of the relevant Participation Documents, indemnify and keep indemnified Company and/or its Affiliates and/or each other Participant against any claims or demands brought or established againstCompany and/or its Affiliates and/or such other Participant in a legal proceeding, or any Losses sustained by Company and/or its Affiliates and/or suchother Participant in a legal proceeding, arising as a result of such Buyer or Supplier’s breach of this Rulebook or other Participation Documents.

Schedule 3 

Buyer Bank / Supplier Bank Obligations

1.                      General

1.1                   Each of the Buyer Banks and the Supplier Banks shall comply with the terms set out in this Schedule in addition to any other obligations under its Collaboration Agreement and other Participation Documents.

1.2                   Each of the Buyer Banks and the Supplier Banks shall not enrol as Clients any individual or entity that is a “consumer” for the purposes of the Banking Service and this Rulebook, as implemented from time to time in the Territory.

1.3                   Each of the Buyer Banks and the Supplier Banks shall fulfil the requirements of “Know Your Customer” in accordance with the AML Laws and internal procedures.

2.             Warranty

2.1                   Each of the Buyer Banks and the Supplier Banks shall be solely responsible for the obligation of completing its own “Know Your Customer” check or other similar investigations and complying with AML Laws for any of its customer which is also a Buyer or Supplier or another Registered User (in this Schedule, a “Client”) or the relevant transactions (relating to or in connection to any Trade Transaction or the Underlying Banking Transaction) as required by the Relevant Laws.

2.2                   Each of the Buyer Banks and the Supplier Banks shall be solely responsible for its own decision to enter into any Underlying BankingTransaction.

Schedule 4 

Merchant on RecordObligations

1.                      General

1.1                   The Merchant on Record shall comply with the terms set out in this Schedule in addition to any other obligations under its Collaboration Agreement (Payment Services) and (where applicable) other Participation Documents.

1.2                   The Merchant on Record shall only provide Payment Services under this Rulebook to Suppliers that it has onboarded as corporate clients.

1.3                   The Merchant on Record shall fulfil the requirements of “Know Your Customer” in accordance with the AML Laws and internal procedures.

2.             Warranty

2.1                   The Merchant on Record shall be solely responsible for the obligations of completing its own “Know Your Customer”checks or other similar investigations and complying with the AML Laws for any of its customers, which is also a Registered User, or the relevant transactions (relating to or in connection with any Trade Transaction or Underlying Payment Service Transaction) as required by the Relevant Laws.

2.2                   The Merchant on Record shall be solely responsible for its compliance with the Payment Card Industry Data Security Standards and any other payment laws and regulations where the payment transactions are taking place as they apply to the Payment Services but only to the extent that such laws and regulations are applicable to it in its role as Merchant on Record.

2.3                   The Merchant on Record shall be solely responsible for its own decision to enter into any Underlying Payment Service Transaction.

Schedule 5

Definitions

In addition to those defined elsewhere in this Rulebook, capitalized terms used in this Rulebook shall have the meanings given below:

Advance Payment has the meaning given to it in Annex 3 (Purchase Order).

Affiliate means, in relation to an entity, any other entity that directly or indirectly Controls or is Controlled or is under common Control with that entity from time to time.

AML Laws means theRelevant Laws on anti-money laundering, counter-terrorism financing and sanctions.

Ant Blockchain Information System means the platform which supports the Platform Services and facilitates the provision by the Buyer Banks and the Supplier Banks of the Banking Services and/or the provision by the Merchant on Record of the Payment Services, and includes the relevant communication layers.

API means any application programming interface developed by or for Company, the Buyer Banks and the Supplier Banks, and the Merchant on Record respectively, for the purposes of allowing a Buyer Bank or a Supplier Bank or the Merchant on Record to establish connectivity to the Trusple Platform.

Applicable Term means the contract term for the relevant Participation Documents of the Participant.

Approved Purpose has the meaning given in rule 5.2(a)(iii).

AutoPay means an arrangement pursuant to which the Buyer Bank agrees to make payment to the Supplier in relation to a Trade Transaction after receipt of the Platform Payment Instruction from the Trusple Platform as further described in Annex 1 (Banking Service - AutoPay).

Bank Payment Undertaking or BPU means the Banking Service provided by the Buyer Bank as described in Annex 2 (Banking Service - Bank Payment Undertaking).

Banking Servicesmeans the AutoPay and Bank Payment Undertaking and other banking services provided by the Buyer Bank and/or the Supplier Bank from time to time.

Balance Payment has the meaning given to it in Annex 3 (Purchase Order).

BCDR Plan means Company’s plan for its emergency response, back-up procedures and business continuity in the event of the occurrence of a Disaster.

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in:

(a)           Hong Kong;

(b)           PRC;

(c)           Singapore; and

(d)           the place of business of each of the Participants through which they perform their respective obligations under the Participation Documents.

Buyer means the buyer purchasing goods or services from a Supplier or provider in an international trade transaction and selected to participate in the Trusple Platform.

Buyer Bank means the bank providing Banking Services to the Buyer with respect to international trade transactions and selected to participate in the Trusple Platform.

Card Service means the services provided by the Merchant on Record as further described in Annex 4 (Payment Service – Card Service).

Commencement Date means the date specified as such in the relevant Participation Document, being the date by which a Participant will commence its Participation and the date on which the Participation Documents become binding and effective on such Participant.

Company means Alipay Labs (Singapore) Pte. Ltd. and its Affiliates engaged to operate the Trusple Platform in relevant Territory.

Company Developed Material means any materials or documents, including modules, software, technology and any other information or documents, created or developed solely by or for Company or its Affiliates, for the purposes of the Trusple Platform. For the sake of clarity, the Company Developed Material excludes all Participant IP.

Company IP means all IP Rights owned by Company and its Affiliates in respect of any software, program, platform, function, code or technology in any form whatsoever that is developed by, or Company and its Affiliates, which is necessary for a Participant’s use of the Trusple Platform in accordance with the Participation Documents.

Complaint means any formal complaint, whether in writing or not, filed or lodged by a third party against Company or the Participant to a Governmental Agency, an arbitrator, a mediator or any alternative dispute resolution institute, about Company's or a Participant's Processing of Personal Data.

Compliance Requirement means a requirement under any of the following:

(a)           Relevant Laws;

(b)           Participation Documents; or

(c)           any Government Action or as required by a Governmental Agency;

Confidential Information means:

(a)           Company IP;

(b)           Company Developed Material;

(c)           all information made available via the Trusple Platform;

(d)           the terms of the Participation Documents; and

(e)           all information, know-how, ideas, concepts, lists, format, systems, technology, industrial, marketing, intellectual property and commercial knowledge (and whether in tangible or intangible form, oral or visual form, or recorded or stored in a document) which relates directly or indirectly to the Disclosing Entity or an Affiliate of the Disclosing Entity, or any of their past, existing or future business, operations, administration or strategic plans or which is owned, used or licensed by either the Disclosing Entity or an Affiliate of the Disclosing Entity,

but does not include:

(i)            information which is or becomes generally available in the public domain (other than through breach of this Agreement or an obligation of confidence);

(ii)           information rightfully received by a Receiving Entity from a third party (that is not an Affiliate or a Representative of the Disclosing Entity) who is under no obligation of confidentiality in relation to the information and who has not obtained that information either directly or indirectly as a result of a breach of any duty of confidence owed to the Disclosing Entity or any of its Affiliates;

(iii)         information which the Receiving Entity can prove by contemporaneous written documentation was already known to it at the time of disclosure by or on behalf of the Disclosing Entity or any of its Affiliates (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or

(iv)            information that was developed by, or for, the Receiving Entity independently without using any information received under this Agreement or any Participation Document and by persons who had no access to, or knowledge of, that information.

Control (including its correlative meanings, “controlled by”, “controlling” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise, including (but not limited to), the direct and indirect ownership of more than 50% of (i) the voting securities, or (ii) interests in the assets, profits, or earnings (in each case, whether held through a VIE Structure or other contractual arrangements) of a person shall be deemed to constitute “control” of the person. As used in this definition, the term “VIE Structure” means the investment structure in which a PRC-domiciled operating entity and its PRC shareholders enter into a number of contracts with a non-PRC investor (or a foreign-invested enterprise incorporated in the PRC invested by the non-PRC investor) pursuant to which the non-PRC investor achieves control of the PRC-domiciled operating entity and also consolidates the financials of the PRC-domiciled entity with those of the non-PRC investor.

For the purposes of the Participation Documents, neither Company nor any Participant is Controlled by, or under common Control with, the other.

Customer Communicationmeans any request, instruction or communication from time to time given by a Buyer or Supplier or its Representatives to a Buyer Bank, Supplier Bank or Merchant on Record through the Trusple Platform in relation to any Banking Service or Payment Service.

Data means Platform Data and Participant Data (including any Personal Data).

Data Protection Laws means personal data and privacy laws to the extent applicable to Company and Participants from time to time.

Data Subject means Participants whose Data is collected, or other persons from whom Data is collected or used under, or as contemplated by, the Participation Documents.

Default means, with respect to a Participant, a default or breach, in whole or part, in respect of any obligation set out in the Participation Documents.

Disaster means any unplanned interruption which significantly impairs the ability of Company or its Affiliates to operate the Trusple Platform and/or perform its obligations under the Participation Documents (in whole or part).

Disclosing Entity means the party disclosing the Confidential Information.

Dispute means a Participation Dispute or Transaction Dispute.

Eligibility Criteria means the eligibility requirements in the relevant Participation Documents, as amended or varied by an Operational Bulletin in accordance with rule 7.1.

Excepted Entity has the meaning given in rule 5.4(a)(i).

Force Majeure Event means an act of nature, force or cause beyond an entity's, its Affiliates' or Representatives' reasonable control, including:

(a)           a fire, flood, elements of nature or other acts of God;

(b)           an outbreak of escalation of hostilities, war, riots or civil disorders, or an act of terrorism;

(c)           internet failures, computer, telecommunications, electrical power failures or any other equipment failures;

(d)           a labor dispute (whether or not employees' demands are reasonable or within an entity's power to satisfy);

(e)           any pandemic, epidemic or virus outbreak;

(f)            any government imposed, sanctioned or directed quarantines, travel restrictions, lockdowns, movement control orders or directives of a similar nature;

(g)           acts or omissions of a Governmental Agency prohibiting or impeding the affected entity (or its Affiliates or Representatives) from performing its obligations under the Participation Documents, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc; or

(h)           the non-performance by a third party for any similar cause beyond the reasonable control of the entity.

Full Payment has the meaning given to it in Annex 3 (Purchase Order).

Government Action means any investigation, raid, audit, enforcement notice, inspection or other formal actions, taken by a Governmental Agency, its agent or a court, against or towards Company or a Participant in accordance with any Relevant Law relating to privacy and protection of Personal Data that has been Processed.

Governmental Agency means any government, semi-government, statutory, administrative, revenue, fiscal or judicial body, department, commission, authority, agency, tribunal, public or other person having jurisdiction in connection with the activities contemplated by the Participation Documents and includes any body having regulatory or supervisory authority over any part of the business or affairs of Company or the Participant or their respective Affiliates.

International Wire Transfer Account has the meaning given to it in Annex 5 (Payment Service – TT Service).

IP Rights means any and all intellectual and industrial property rights anywhere in the world (including present and future intellectual property rights) including but not limited to rights in respect of or in connection with:

(a)           any related confidential information, trade secrets, know-how or any right to have information kept confidential;

(b)           copyright (including moral rights, future copyright and rights in the nature of or analogous to copyright);

(c)           inventions (including patents);

(d)           trade marks, service marks and other related marks;

(e)           designs;

(f)            business names, domain names and company names;

(g)           semiconductor rights, eligible layouts and circuit layouts; and

(h)           software, software programs and source code,

whether or not existing at the date of this Agreement and whether or not registered or registrable and includes any and all variations, modifications or enhancements to each of them together with any application or right to apply for registration of those rights and includes all renewals and extensions.

Local Wire Transfer Account has the meaning given to it in Annex 5 (Payment Service – TT Service).

Loss(es) means any and all losses, damages, demands, claims, liabilities, liens, judgments, penalties, costs (including attorneys’ and consultations’ fees) and expenses of any kind whether or not they were foreseeable or likely to occur (including without limitation to indirect or consequential losses, loss of profit, loss of goodwill and loss of reputation).

Mandatory Operational Bulletin means a form of Operational Bulletin so described in rule 7.1(b).

Merchant on Record means an entity providing payment processing and settlement services, by way of cooperation with its Affiliates and business partners (including without limitation, payment channels, card schemes and tech companies who can process and facilitate payment and settlement) as agreed by the Company, to the Suppliers with respect to the Trade Transactions on the Trusple Platform.

Operational Bulletin means a bulletin from Company to the Participants communicated in writing and otherwise in accordance with the terms of the Participation Documents to provide information about technical, operational or governance matters concerning the Trusple Platform. 

Optional Operational Bulletin means a form of Operational Bulletin so described in rule 7.1(c).

Participant means each entity with which Company has entered into the relevant Participation Documents and which participates in the Trusple Platform in accordance with this Rulebook, including Buyers, Suppliers, Buyer Banks, Supplier Banks, Merchant on Record and other Registered Users.

Participant Schedule means the corresponding schedule that applies to a Participant in accordance with rule 1.3.

Participation means the transactions contemplated by the Participation Documents.

Participation Class means the class or classes of a Participant as specified in the relevant Participant Documents.

Participation Dispute means any dispute, controversy or claim in respect of or in connection with a Participant’s Participation.

Participation Documents in respect of a Participant, means:

(a)           in the case of a Buyer Bank or Supplier Bank, its Collaboration Agreement (or a document similar to it in terms of nature and contents) with the Company, any appendix attached hereto, this Rulebook, and any other documents designated so by the Company and the Participant; or

(b)           in the case of a Buyer or Supplier or another Registered User, its Trusple Platform Registration and Use Agreement (or a document similar to it in terms of nature and contents) with the Company, any appendix attached to hereto, this Rulebook, and any other documents designated so by the Company and the Participant; or

(c)           in the case of the Merchant on Record, its Collaboration Agreement (Payment Services) (or a document similar to it in terms of nature and contents) with the Company, any appendix attached hereto, this Rulebook, and any other documents designated so by the Company and the Participant,

in each case, and the rules of general application to Company and all Participants, rules applicable to the particular Participation Class of the Participant and rules applicable to the particular Banking Service or Payment Service the Participant provides or receives. “Participation Document” shall be any one of the Participation Documents.

Participant Data means any data which a Participant submits or uploads to the Trusple Platform, or creates on the Trusple Platform, including User Uploaded Data and any other data in respect ofa Trade Transaction or an Underlying BankingTransaction, and includes that data in any form (whether encrypted or decrypted or in any medium).

Payment Services means the Card Services, TT Services and any other payment and settlement services to be provided by the Merchant on Record with its Affiliates and business partners (including without limitation, payment channels, card schemes) for the relevant Registered Users to conclude Trade Transactions from time to time.

Personal Data means any information or data (excluding any and all Platform Data whatsoever or howsoever created), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent or can be reasonably ascertained by the entity holding the information or data, or when put together with other information would directly and certainly identify an individual.  For the sake of clarity, parties do not intend for any Personal Data to be within any Platform Data and to the extent it is not the case or parties suspect that this may contain Personal Data, the obligations imposed on ‘Platform Data’ under this Agreement will not apply to such Personal Data.

Platform Data means any system-generated data created in the operation of the Trusple Platform excluding Participant Data.

Platform Purchase Order has the meaning given to it in Annex 3 (Purchase Order).

Platform Services means the services provided by Company pursuant to Schedule 1 and updated from time to time via Operational Bulletin.

PRC means the People’s Republic of China (for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region, and the Taiwan area).

Processing or Process means, with respect to Data, any act, operation or set of operations performed upon Personal Data, such as the collection, storage, alteration, retrieval, reproduction, allowing access, disclosure, combination, erasure, destruction or otherwise use of Personal Data.

Purchase Order means a purchase order for an underlying Trade Transaction submitted by a Supplier to the Trusple Platform pursuant to rule 2, and shall contain the information required in Part 2 (Contents of Purchase Order) in Annex 3 (Purchase Order).

Receiving Entity means the party that is the recipient of the Confidential Information.

Registered User means any person has entered into a Trusple Platform Registration and Use Agreement with Company and completed the registration process in the Trusple Platform, including the Buyer and the Supplier.

Relevant Data Consents means any consents required to be obtained from any Data Subject in accordance with any Relevant Laws or Compliance Requirements.

Relevant Laws means any applicable law (including AML Laws), statute, rule, regulation, licence condition, directive, judgment, order, decree, interpretation, permit or injunction of any Governmental Agency or other self-regulating body, whether or not they are laws of the Territory.

Representative means:

(a)           for an entity other than a Registered User, an employee, agent, auditor, adviser, partner, consultant, joint venture, contractor or sub-contractor of the entity or of an Affiliate of that entity or any other person at the direction of or on behalf of that entity in connection with the performance of that entity's obligations under the Participation Documents but excludes the other entity or an Affiliate of the other entity; and

(b)           for a Registered User, an employee, agent, contractor, consultant, supplier or other individual who is authorized by the Registered User to use the Trusple Platform.

Schedules means each of Schedules 1 to 4 to this Rulebook.

Supplier means the seller or provider selling or providing goods or services to a foreign buyer in a Trade Transaction and selected to participate in the Trusple Platform.

Supplier Bank means the bank providing banking services to the Supplier with respect to its Trade Transaction and selected to participate in the Trusple Platform.

Singapore means the Republic of Singapore.

Taxes means all federal, state, provincial, territorial, county, municipal, local or foreign taxes and any taxes arising under any Relevant Law, including but not limited to sales, use, license, excise, goods and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof.

Territory means the jurisdictions specified in the relevant Participation Document as the territory where such Participation Document shall be performed. Where multiple jurisdictions are specified in a single Participation Document, each jurisdiction will be considered as a Territory in respect of that Participation Document.

Trade Instruments has the meaning given to it in Schedule 2 (Buyer/Supplier Obligations).

Trade Terms and Conditions means the terms and conditions applicable to the Trade Transactions when they are carried out on the Trusple Platform and as posted on the Trusple Platform and accepted by Buyer and Supplier by ticking the checkbox when submitting or confirming the Purchase Order or otherwise from time to time.

Trade Transactionmeans a sale and purchase of goods or services between a Buyer and a Supplier pursuant to a Purchase Order (as confirmed or approved) and the Trade Terms and Conditions.

Transaction Dispute means any dispute, controversy or claim between Participants about an Underlying Banking Transaction under the Underlying Banking Documents, an Underlying Payment Service Transaction under the Underlying Payment Service Documents, or the Trade Transaction or any other subject matters, in each case, excluding any Participation Disputes.

Transaction Fee has the meaning given to it in Schedule 2 (Buyer/Supplier Obligations).

Trusple Platform means the platform referred to in the Rulebook, and established and developed by Ant which supports the Platform Services and facilitates Trade Transactions between Buyers and Suppliers, the provision of Banking Services, Payment Services or other services by the Buyer Banks, Supplier Banks, Merchant on Record and other service providers, including Ant Blockchain Information System and relevant communication layers.

Trusple Platform Registration and Use Agreement means a standard form agreement to be entered into by Company and any person intends to register in the Trusple Platform.

TT Service means the services provided by the Merchant on Record and/or its relevant Affiliates as further described in Annex 5 (Payment Service – TT Service).

Underlying Banking Documents means the documents setting out the terms and conditions under which a Buyer Bank or Supplier Bank makes available the Banking Services to the relevant Buyer, Supplier or other Registered User.

Underlying Banking Transaction means a transaction in relation to the provision of any Banking Service by the Buyer Bank or the Supplier Bank in accordance with the terms of the Underlying Banking Documents.

Underlying Payment Service Documents means the documents setting out the terms and conditions under which the Merchant on Record and/or its relevant Affiliates make available the relevant Payment Services to the relevant Supplier.

Underlying Payment Service Transaction means a transaction in relation to the provision of any Payment Service by the Merchant on Record (either directly, through or together with its Affiliates and qualified partners such as payment channels connecting to various payment methods) in accordance with the terms of the Underlying Payment Service Documents.

User Uploaded Data has the meaning given to it in Schedule 2 (Buyer/Supplier Obligations).

Wire Transfer Account has the meaning given to it in Annex 5 (Payment Service – TT Service).

Annex 1

Banking Service – AutoPay

Autopay service currently not available. Will be provided soon.

Annex2

Banking Service - Bank Payment Undertaking

Bank payment undertaking service currently not available. Will be provided soon.

Annex 3

Purchase Order

Part I. Process

1.    Purchase Order Submission and Confirmation:

Where Payment Service is selected for a Purchase Order,

(a).       A Supplier may submit the Purchase Order for a Trade Transaction to the Trusple Platform;

(b).       Once the Purchase Order is submitted, the Buyer of the Trade Transaction will be notified by the Trusple Platform, and shall log into Trusple Platform to review and confirm, or to request amendment to the Purchase Order, as applicable;

(c).       Once the Purchase Order is confirmed by the Buyer (i.e. by clicking “Confirm and Pay” on the Trusple Platform), the Purchase Order becomes a “Platform Purchase Order”, and thereafter the Buyer can elect to make payment by credit card or debit card, or by wire transfer to the account designated for the Supplier as shown on the Trusple Platform, or by any other payment option as available from time to time;

(d).       If the Purchase Order is rejected by the Buyer on the Trusple Platform, the submitting Supplier may discuss with the Buyer, and Supplier may submit a new Purchase Order for the Trade Transaction to the Trusple Platform.

2.    Once the Purchase Order becomes a Platform Purchase Order, it may only be amended or cancelled by mutual agreement between the Buyer and the Supplier.

3.    For the avoidance of doubt, if the Purchase Order submitted by the Supplier is not confirmed by the Buyer pursuant to paragraph 1(c) above,

a.    such Purchase Order will not be deemed effective and shall not constitute a Platform Purchase Order for the purpose of this Rulebook; and

b.    either the Buyer or Supplier may unilaterally cancel such Purchase Order on the Trusple Platform.

Part 2. Contents of Purchase Order

A Purchase Order shall include (but not limited to) the following information:

a.      Purchase Order number;

b.      Buyer details, including the name, email, address and company number of the Buyer;

c.      Supplier details, including the company name, email, address and company number of the Supplier;

d.      amount and currency of the purchase price and other relevant costs and expenses (including without limitation, freight, insurance and/or inspection costs) (collectively the “Purchase Price”);

e.       payment options and conditions

a)      if the Purchase Price will be paid in full before shipment of the goods, the amount of full payment (the “Full Payment”) will become due and payable immediately after the Buyer confirms the order;

b)      if the purchase price will be paid in separate tranches, i.e. the amount of initial payment (“Advance Payment”) and the amount of balance payment (“Balance Payment”) respectively,  

                            i.          the Advance Payment will become due and payable immediately after the Buyer confirms the order; and

                          ii.          the Balance Payment will become due and payable immediately after the Supplier has shipped the goods, and has successfully uploaded the following documents relating to the shipment of goods:

(A).  where the total purchase price under a Purchase Order is less than USD 5,000, the bill of lading, airway bill or other title/transportation documents for the goods in respect of the Trade Transaction; and

(B).  where the total purchase price under a Purchase Order is USD 5,000 or more, the bill of lading, airway bill or other title/transportation documents for the goods in respect of the Trade Transaction, as well as the customs clearance form.

f.       the Transaction Fee for use of the Trusple Platform, if any, including the party (being the Buyer or the Supplier) who will be responsible for the payment of the Transaction Fee;

g.      Incoterm trade term used for the Trade Transaction;

h.      delivery term for the goods;

i.       description of the goods;

j.       the country of origin of the goods;

k.      shipment details, including shipping address;

l.       method of shipment, including by sea, air cargo, parcel post, express, or land transportation; and

m.    type of trade: general trade or non-general trade.

Annex 4

Payment Service – Card service

1.    In this Annex,

(a)           “Card Scheme Rules” means all current and future by-laws, rules and guidelines promulgated by MasterCard, VISA, or any other card scheme that are used to process payments for the sale and purchase of goods and services on the Trusple Platform;

(a)           “Card Services” means the payment and settlement services to be provided by the Merchant on Record and/or its Affiliates together with its business partners (including the payment channels and card schemes)for Registered Users on the Trusple Platform to conclude Trade Transactions on the Trusple Platform that are paid via credit or debit cards, where such Trade Transactions are made in accordance with Card Scheme Rules. In doing so, the Merchant on Record will be responsible for facilitating the payment of funds from the Buyers to the Suppliers on the Trusple Platform;

(b)           “Card Transactions” means credit or debit card payments made by Buyers on the Trusple Platform in accordance with the relevant Card Scheme Rules; and

(c)           “Chargebacks” means any credit or debit card sale that is disputed by a cardholder in accordance with Card Scheme Rules and returned to the acquiring bank for reimbursement to the cardholder’s account.

2.    The Card Services (including the currency exchange related services as described in clause 7 below (the “FX Services”)) shall be provided at the Merchant on Record’s sole and absolute discretion and pursuant to the Underlying Payment Service Documents.

3.    On satisfaction by Buyer and/or Supplier of the relevant payment conditions, the Buyer making payments with credit/debit card will be required to manually trigger the payments on the Trusple Platform by registering a new credit/debit card or using an existing credit/debit card previously linked to its account with Trusple Platform. After the Buyer has triggered the relevant payment on the Trusple Platform, the Merchant on Record will receive an instruction from the Trusple Platform executed by smart contracts in making the Full Payment or Advance Payment or Balance Payment (as the case may be), which will be promptly transmitted to the payment channel by the Merchant on Record. Merchant on Record will facilitate the payment of funds by the Buyer in a Card Transaction to an account of such Supplier opened and maintained with an Affiliate of the Merchant on Record (the “Supplier’s Wallet”). Once the relevant payments are credited to the Supplier’s Wallet, the Card Service by the Merchant on Record on Trusple Platform is completed and all matters relating to the funds in the Supplier’s Wallet, including settlement and withdrawal of such funds, shall take place outside Trusple Platform and shall be subject to the terms and conditions entered into between the Supplier and the relevant wallet service provider(s).

4.    The Buyer shall ensure there are sufficient and available credit limit or funds in the relevant credit card(s) and/or debit card(s) linked by the Buyer to its Trusple Platform account for the Card Service. Should a payment fail due to any reason (including without limitation, insufficient funds, credit limit, or account suspension or revocation), the Buyer shall be required to register a new credit card(s) and/or debit card(s) or top up the funds or increase the credit limit, and complete the outstanding payment.

5.    Chargebacks

(a)           In the event of a dispute made by the relevant Buyer or cardholder in connection with a Card Transaction (the “Card Sale Dispute”), the Company may require certain supporting documents and information from the relevant Supplier or Buyer (the “Responding User”) to defend such dispute. In such case, the Company will notify the Responding User of the details of the Card Sale Dispute upon the receipt of a notice from the Merchant on Record, and the Responding User undertakes to respond to the Company, along with the reasons for accepting or denying such Card Sale Dispute and the relevant supporting information and documentation, within 10 business days upon receipt of notification from the Company or such longer period as may be agreed by the Company in writing. If the Company does not receive any response from the Responding User within the agreed timeframe, the Responding User shall be deemed to have accepted the Card Sale Dispute and thus will be responsible for the refund pursuant to paragraph 6(d) or 6(e) below, as applicable.

(b)           The Company will send the defence to the Card Service Dispute along with supporting documents provided by the Responding User to the Merchant on Record. The Merchant on Record will further provide such defence and supporting documents to its relevant payment channel for processing and assessment.

(c)           The Merchant on Record will notify the Company in a timely manner of the result of the defence reverted by the payment channel. The Company will then notify the Responding User in a timely manner of the result of the defence as reverted by the payment channel and conveyed by the Merchant on Record.

(d)           In the case of a successful Chargeback which is caused by the Supplier, the Company shall have the right to claim from such Supplier the relevant Chargeback amount by deducting, an amount equivalent to the Chargeback amount that has been refunded to the relevant cardholder, from the Supplier’s account linked by the Supplier to its Trusple Platform account, and the Merchant on Record shall have the obligation to follow the instruction of the Company in deducting or withholding from the relevant Supplier’s account the foregoing amount and remit such amount to the account of the Company maintained with the Merchant on Record. If the Company is unable to make such deduction due to any reasons (including without limitation, insufficient funds or account suspension or revocation), the Company will notify the Supplier and the Supplier shall immediately top up its account, register a new account or use another applicable payment method to complete the outstanding payments.

(e)           In the case of a successful Chargeback which is caused by the Buyer (including without limitation, unauthorized use of its Trusple Platform account non-attributable to the fault of the Company), the Buyer shall be solely responsible for the refund and other relevant costs and expenses, and shall indemnify the Company in full for any Loss it suffers or incurs arising out of or in connection with such Chargeback claim.

6.    For the avoidance of doubt, the FX Services are provided by the Merchant on Record at the Merchant on Record’s sole discretion. Notwithstanding the generality of the immediately preceding sentence, in the event that the Merchant on Record determines, in its sole discretion, that continued provision of the FX services:

(a)  is no longer commercially viable (including due to the occurrence of a “Market Disruption Event”, which for this purpose means any action, event, or circumstance whatsoever which, as determined by the Merchant on Record in its sole and absolute discretion: (1) 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 (2) results in an unusual price volatility of any currency in the foreign exchange markets);

(b)  could cause the Merchant on Record and/or its Affiliates to violate or potentially violate any Relevant Laws and/or risk control standards to which the Merchant on Record and/or such of its Affiliates is or becomes subject to;

(c)  could expose the Merchant on Record and/or its Affiliates to disrepute, contempt, scandal, ridicule, or could otherwise reflect unfavourably on its reputation; and/or

(d)  could give rise to any other unacceptable risk for the Merchant on Record and/or its Affiliates,

the Merchant on Record may suspend or terminate the provision of the FX services, in whole or in part, with immediate effect.

7.    Currency Exchange

(a)           Funds paid by the Buyer in a Card Transaction to the relevant Wire Transfer Account in a currency other than USD shall be converted into USD at the applicable spot exchange rate (as determined by the Merchant on Record in its sole discretion in line with market practice(s)) on the day of payment by the Buyer.

(b)           Each Registered User acknowledges that given that the exchange rate is fluctuating from time to time, the currency exchange rate presented on the Trusple Platform is for reference only, and the spot exchange rate applicable to a Card Transaction is determined by the Merchant on Record pursuant to sub-paragraph (a) above. The Company and the Merchant on Record make no representation or warranty as to the accuracy, completeness and effectiveness of such currency exchange information.

(c)           Each Registered User further acknowledges that the Company, the Merchant on Record and any of their Affiliates shall not be liable for any Loss (including any lost profit or bank charges) incurred or suffered by the Supplier and/or the Buyer as a result of currency exchange fluctuation.

8.    For the avoidance of doubt, each Participant, who provides or receives the Card Services, acknowledges and confirms that:

(a)           the terms of the Card Services are subject to the Underlying Payment Service Documents, which exist separately and independently from the Participation Documents;

(1)           any request or instruction for Card Services in any Customer Communication shall be subject to all applicable terms of the Underlying Payment Service Documents;

(2)           each Underlying Payment Service Transaction effected pursuant to any Customer Communication shall also be governed by the relevant Underlying Payment Service Documents; and

(3)           with respect to the subject matters under the Underlying Payment Service Documents, in the case where there is any inconsistency or conflict between the terms and conditions of the Participation Documents and those of the Underlying Payment Service Documents, the latter will prevail to the extent of such inconsistency.

Annex 5

Payment Service – TT service

1.    In this Annex,

(a)           “International Wire Transfer Account” means a bank account designated for the Supplier to receive funds from the Buyer made by way of international wire transfer;

(b)           “Local Wire Transfer Account” means a bank account designated for the Supplier to receive funds from the Buyer made by way of domestic wire transfer;

(c)           “TT Services” means the payment and settlement services to be provided by the Merchant on Record and/or its Affiliates together with its business partners for Registered Users on the Trusple Platform to conclude Trade Transactions on the Trusple Platform that are paid via bank wire transfers;

(d)           “TT Transactions” means bank wire transfer payments made by Buyers to the designated Wire Transfer Accounts of the Suppliers; and

(e)           “Wire Transfer Account” means a Local Wire Transfer Account or an International Wire Transfer Account.

2.    The Buyer may make payment by wire transfer to the Supplier’s Local Wire Transfer Account only in certain jurisdictions. Where the Supplier’s Local Wire Transfer Account is not available, the Buyer may choose to complete the payment by wire transfer to the Supplier’s International Wire Transfer Account.

3.    On satisfaction by Buyer and/or Supplier of the relevant payment conditions under a Platform Purchase Order, the Buyer shall promptly make the Full Payment or Advance Payment or Balance Payment (as the case may be) by wire transferring the relevant amounts to the Wire Transfer Account(s) as shown on the Trusple Platform. For the avoidance of doubt, a Purchase Order shall not be deemed effective and shall not constitute a Platform Purchase Order without being first confirmed by the Buyer on the Trusple Platform pursuant to paragraph 1(c) of Annex 3 (Purchase Order). In the event that the Buyer initiates a TT Transaction without confirming the Purchase Order on the Trusple Platform, the Buyer shall be solely responsible for all Losses arising out of or in connection with such wire transfer.

4.    The TT Services (including the currency exchange related services as described in clause 6 below (the “FX Services”)) shall be provided at the Merchant on Record’s sole and absolute discretion and pursuant to the Underlying Payment Service Documents.

5.    For the avoidance of doubt, the FX Services are provided by the Merchant on Record at the Merchant on Record’s sole discretion. Notwithstanding the generality of the immediately preceding sentence, in the event that the Merchant on Record determines, in its sole discretion, that continued provision of the FX Services:

(a)  is no longer commercially viable (including due to the occurrence of a “Market Disruption Event”, which for this purpose means any action, event, or circumstance whatsoever which, as determined by the Merchant on Record in its sole and absolute discretion: (1) 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 (2) results in an unusual price volatility of any currency in the foreign exchange markets);

(b)  could cause the Merchant on Record and/or its Affiliates to violate or potentially violate any Relevant Laws and/or risk control standards to which the Merchant on Record and/or such of its Affiliates is or becomes subject to;

(c)  could expose the Merchant on Record and/or its Affiliates to disrepute, contempt, scandal, ridicule, or could otherwise reflect unfavourably on its reputation; and/or

(d)  could give rise to any other unacceptable risk for the Merchant on Record and/or its Affiliates,

the Merchant on Record may suspend or terminate the provision of the FX Services, in whole or in part, with immediate effect.

6.    Currency Exchange

(a)           Funds paid by the Buyer to the International Wire Transfer Account in any currency other than USD shall be converted into USD at the applicable spot exchange rate (as determined by the Merchant on Record in its sole discretion in line with market practice(s)) on the day of the Supplier electing to link or convert the payments pursuant to paragraph 6 below.

(b)           Each Registered User acknowledges that given that the exchange rate is fluctuating from time to time, the currency exchange rate presented on the Trusple Platform is for reference only, and the spot exchange rate applicable to a TT Transaction is determined by the Merchant on Record pursuant to sub-paragraph (a) above. The Company and the Merchant on Record make no representation or warranty as to the accuracy, completeness and effectiveness of such currency exchange information.

(c)           Each Registered User further acknowledges that the Company, the Merchant on Record and any of their Affiliates shall not be liable for any Loss (including any lost profit or bank charges) incurred or suffered by the Supplier and/or the Buyer as a result of currency exchange fluctuation.   

7.    The Supplier will be notified upon receipt of payment(s) from the Buyer in the relevant Wire Transfer Account, after which the Supplier shall timely review the payment information and complete the following steps:

(a)           in the case of a Local Wire Transfer Account, manually link such payment(s) to the related Purchase Order; or

(b)           in the case of an International Wire Transfer Account, manually convert the funds into USD (if applicable) and link such payment(s) to the related Purchase Order.

Subject to paragraph 8 below, the status of the relevant payment by the Buyer will be marked as completed only after the Supplier has completed the step(s) in this paragraph 7.

The Supplier shall ensure that each payment by the Buyer in a TT Transaction is correctly linked to the corresponding Purchase Order. Where the Buyer has made payment(s) to the Supplier in a TT Transaction, but the Supplier fails to link any payment, or fail to link sufficient amount of payment made by the Buyer to the related Purchase Order, the Supplier shall be solely responsible for the Loss that the Buyer suffers or incurs arising out of or in connection with its failure to comply with this paragraph 7, and shall indemnify and keep indemnified Company and/or its Affiliates against any claims or demands brought or established against Company and/or its Affiliates in a legal proceeding, or any Losses sustained by Company and/or its Affiliates in a legal proceeding, arising as a result of its failure to comply with this paragraph 7.

8.    After the relevant payment has been successfully linked to a Purchase Order, the status of such payment by the Buyer for such Purchase Order will be marked as completed, the Merchant on Record will receive an instruction from the Trusple Platform executed by smart contracts, and the Merchant on Record will facilitate the payment from the relevant Wire Transfer Account to the Supplier’s Wallet.  Once the relevant payments are credited to the Supplier’s Wallet, the TT Service by the Merchant on Record on Trusple Platform is completed and all matters relating to the funds in the Supplier’s Wallet, including settlement and withdrawal of such funds, shall take place outside Trusple Platform and shall be subject to the terms and conditions entered into between the Supplier and the relevant wallet service provider(s).     

9.    Shortfall in Payment

In the event that there is a shortfall of funds paid in respect of a Purchase Order (i.e. the amount actually received in the Wire Transfer Account is less than the corresponding Purchase Price amount for the Purchase Order) due to fluctuations in exchange rates, bank charges or any other reasons, the relevant Supplier and Buyer agree that such shortfall shall be handled in accordance with the following principles:

(a)           where the shortfall is less than or equal to USD 1, the Buyer will be deemed to have fully paid for the Purchase Price in respect of the relevant Purchase Order;

(a)           where the shortfall is more than USD 1and less than or equal to 5% of the total amount of the Purchase Price, the Supplier is required to manually confirm on the Trusple Platform that that Buyer has fully paid for the Purchase Price, otherwise the Buyer will be required to make payment for the shortfall on the Trusple Platform; and

(b)           where the shortfall is more than 5% of the total amount of the Purchase Price, the Buyer will be required to make payment for the shortfall on the Trusple Platform.  

10. For the avoidance of doubt, each Participant, who provides or receives the TT Services, acknowledges and confirms that:

(a)           the terms of the TT Services are subject to the Underlying Payment Service Documents, which exist separately and independently from the Participation Documents;

(4)           any request or instruction for TT Services in any Customer Communication shall be subject to all applicable terms of the Underlying Payment Service Documents;

(5)           each Underlying Payment Service Transaction effected pursuant to any Customer Communication shall also be governed by the relevant Underlying Payment Service Documents; and

(6)           with respect to the subject matters under the Underlying Payment Service Documents, in the case where there is any inconsistency or conflict between the terms and conditions of the Participation Documents and those of the Underlying Payment Service Documents, the latter will prevail to the extent of such inconsistency.