Terms & Conditions


Acceptable Use Policy

Fee Schedule

Issuing Terms

Privacy Policy

Payout and FX

Online Payment Terms

Marketplace Scale Terms

Merchant Scale Terms

 

Acceptable Use Policy

This acceptable use policy sets out the terms under which you may access our Services. It applies as soon as you access and/or use our Services.

Check the Customer Agreement or Payment and FX Terms for the meaning of defined words (those with capital letters).

What you cannot do

You may use our Services only for lawful purposes. You may not use our Services:

● in any way that breaches any applicable local, national or international law or regulation or causes Airwallex to breach any applicable law or regulation;

● in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

● for the purpose of harming or attempting to harm minors in any way;

● for anything that is abusive or does not comply with our content standards;

● for any unsolicited or unauthorised advertising or promotional material or any other form of spam;

● to deal in harmful programs like viruses or spyware or similar computer code designed to adversely affect the operation of any computer software or hardware;

● in any way that would locally or internationally evade any applicable taxes or facilitate tax evasion.

We do not provide our Services to businesses or support transactions which involve:

● casino’s, lotteries, online gambling or any action which involves a stake of an asset with a view to winning a prize/reward;

● cryptocurrencies;

● tradeable and/or redeemable virtual currencies;

● adult entertainment and services, including pornography, dating, escort services and sale and/or advertising of sexual services;

● arms and weapons manufacturers and suppliers;

● unregulated money service businesses, finance or exchange houses.

● FX speculation;

● precious metals and stones;

● private-to-private money remittance involving cash;

● Investment companies

● bidding fee auctions;

● second hand vehicles;

We do not provide our Services to the following categories of entities:

● charities;

● unregistered charities;

● trusts (unless they are established in Canada, EEA, Switzerland, Australia, New Zealand or the United States);

● bearer share entities;

● money service businesses or any business that carries on the activity of:

● operating a bureau de change or currency exchange service;

● transmitting money, or any representation of monetary value, by any means; or

● cashing cheques which are made payable to customers;

● private-to-private money remittance involving cash;

● banks that do not have a physical presence in any country (ie, “shell banks”).

You also agree:

● not to copy or use any part of our Services in contravention of the provisions of our Client Agreement; and

● not to access without authority, interfere with, damage or disrupt:

● any part of our Services;

● any equipment or network on which our Website is stored;

● any software used in the provision of our Services; or

● any equipment or network or software owned or used by any third party.

You may only use your Global Account number (as we provided to you) to receive funds into your Wallet for the following purposes:

● receiving payouts from an approved e-commerce and marketplace platforms;

● receiving payments from your clients and other third parties for the purpose of business payments;

● receiving your own funds from other legitimate business sources.

Other than via the Global Account, you may only deposit funds to your Wallet from a bank account in your own name to the account number we provide to you to fund the Wallet.

You must not use our Services for the following purposes:

● receiving payouts or withdrawals from electronic money platforms/services/providers;

● receiving payouts from short term lenders;

● unless we have approved in advance, conducting payouts or collecting funds on behalf of any other person or entity (including any of your sister entities or parent company) other than yourself;

● conducting your business or using the Services in a manner that is likely to result in complaints, disputes, reversals, chargebacks or other liability (directly or indirectly) to Airwallex, other customers of Airwallex, third parties or you.

Content standards

These content standards apply to (a) any material you contribute to our Services or (b) any content you publish, broadcast, share or circulate on, by or through a website or any online platform that utilizes our Services. Content includes any information, data, communication, video, text, graphics, photos sounds, music, audiovisual works, chat feed comments. These contributions or content must:

● be accurate;

● be genuinely held (where they state opinions); and

● comply with applicable law in the Netherlands and in any country from which they are posted or to which they relate.

These contributions or content must not:

● contain any material which is defamatory;

● contain any material which is obscene, offensive, hateful or inflammatory;

● promote sexually explicit material;

● promote violence;

● promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

● infringe any copyright, database right or trademark of any other person;

● be likely to deceive any person;

● be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

● promote any illegal activity;

● be threatening in any way, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

● be likely to harass, upset, embarrass, alarm or annoy any other person;

● be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

● give the impression that they relate to us, if this is not the case; or

● advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

If you operate any website or online platform that utilizes our Services, you

● must have robust policies, procedures and processes regarding restricted or prohibited content and users’ code of conduct to (x) monitor, detect, restrict and remove inappropriate offensive or illegal content that might have a negative impact our goodwill, reputation or reputation and (y) block, blacklist and remove users of your website or online platform that provide inappropriate, offensive or illegal Content;

● you shall remove content or block users of your online platform promptly if we request you to do so;

● you shall notify us promptly if you receive any notifications from or enter into any disciplinary process by the regulatory authorities or become aware of any content on your website or online platform or any services you provide are likely to infringe on any third-party rights, violate applicable laws or have negative impact on your reputation.

Transaction limits

Unless you have received approval for a higher limit, you can only make a transaction involving a foreign currency conversion where your open positions or unsettled transactions do not exceed USD100,000 (or its equivalent) at the time of requesting the transaction with us. If you structure multiple transactions to exceed this amount, we may block those transactions.

We may review our internal credit risk policies from time to time and adjust our transaction limits in line with those policies. If we lower the transaction limit, we will give you reasonable notice of such change.

Suspension and termination

We alone will determine whether there has been a breach of this acceptable use policy through your use of our Services.

We take breach of this policy seriously and may take the following actions:

● immediate, temporary or permanent withdrawal of your right to use our Services

● suspend or cancel your payment orders and take such other actions as we consider necessary;

● immediate, temporary or permanent removal of any posting or material uploaded by you;

● issue of a warning;

● legal action against you including proceedings for reimbursement of all costs on an “all expenses” basis; and/or

● reporting and disclosure of information to law enforcement authorities.

Changes to the acceptable use policy

We may revise this acceptable use policy at any time by amending this page. You will want to check it regularly as it is legally binding on you.

Fee Schedule

FX Conversion Services, Payment Services, Collection Services and Cards

DescriptionStandard Fee (GBP)
FX Conversions*
Customer Mark-Up / Margin (AUD, USD, HKD, CNY, JPY, EUR, GBP, CAD, CHF, NZD, SGD)0.50%
Customer Mark-Up / Margin (MYR, IDR, KRW, PHP, THB, VND, INR, NPR, PKR, BDT, TRY, LKR)1.00%
Customer Mark-Up / Margin (Other Currencies)1.00%
Collections
Global Account Creation Fee£0
Global Account Receiving Funds Fee£0
Payments
Payments in CNY0.10%
Local Payment Fee (incl. BPAY and FPS)£0
SWIFT (SHA) Payment Fee (incl. RTGS and FedWire)**£10 per payment
SWIFT (OUR) Payment Fee***£20 per payment
Other Fees & Charges
Account Opening Fee£0
Monthly Account Fee£0
Break CostsVaries. See PDS for example
API Integration Set Up FeeTo be advised.

Notes:

* The customer mark-up / margin will be included as the FX Exchange Rate that is used to convert one currency for another currency. If any currency is not listed, it will be treated as an “other currency”.

** SHA: Both the client (sender) and beneficiary will pay fees to the sending bank i.e. fees for the outgoing transfer. Beneficiary will receive the amount transferred less the intermediary banks' fees. *** OUR: The client pays for the wire transfer fees charged by intermediary banks.

Online Payments Fee Schedule

The following pricing is quoted on a blended pricing basis for Cards and Local Payment Methods. The general fees specified, except for the Foreign Currency Settlement Fee, are applicable to both the acceptance of Cards and Local Payment Methods. All fees set out in this schedule are VAT exclusive, unless otherwise indicated. For interchange++ pricing, please reach out to our sales team.

Defined terms in this Fee Schedule have the meaning given to them in Airwallex’s Online Payment Terms, which can be found here: https://www.airwallex.com/eu/terms.

1. General Fees

DescriptionAirwallex FeeCharging Method
Gateway Fee (incl. fraud & 3DS)EUR 0.25per attempted or actual Transaction
Foreign Currency Settlement Fee*0.50%per settlement of a non-EUR Transaction in the same non-EUR currency
FX Conversion Fee*2.00%per conversion of a Transaction currency into the Settlement Currency
Refund Fee^EUR 0.25Per Refund request
Chargeback Fee^EUR 15per Chargeback request
* The Foreign Currency Settlement Fee is not applicable to Transactions made by Local Payment Methods. The Foreign Currency Settlement Fee and the FX Conversion Fee are separate fees. Depending on the specific foreign currencies involved in a Transaction, only one of these would be charged at once. ^ These fees exclude any additional fees or charges imposed by a Network. Such fees and charges will be passed onto you by Airwallex.

2. Payment Method Fees

DescriptionAirwallex FeeCharging Method
EEA Consumer Cards - Visa and Mastercard1.30%per Transaction
All Other Cards - Visa and Mastercard2.80%per Transaction

3. Local Payment Methods (Blended)

DescriptionAirwallex FeeCharging Method
WeChat Pay2.00%per Transaction
Other payment methods: Refer to: https://www.airwallex.com/uk/online-payments-capability

Some of these fees may appear as one combined fee on your invoice. For example, an International Card transaction may appear as one fee that combines the Payment Method Fee and Foreign Currency Settlement Fee in the same line item. If you have any questions about the fees on your invoice, please contact us and we can help clarify any questions.

Airwallex Privacy Policy

Thank you for using Airwallex!

We understand that by entrusting us with your personal information, we have a responsibility to protect and maintain your privacy. We take this privacy commitment seriously. As part of our dedication to transparency, this Privacy Policy (the “Policy”) describes the information we collect from you and how that information is used and shared by us. It also includes details about the choices we offer you in relation to your information. Please review it carefully.

Here is a summary of the information contained in this Policy (although it is not a substitute for reading the full Policy). We have included hyperlinks to help you jump to the relevant sections with more detail).

What does this Policy apply to?This Policy applies to any user of products, services, technologies or functionalities offered by us anywhere in the world, and to any visitor to our website, mobile app, or other channel.Link
Who is the data controller?“We” in this Policy refers to Airwallex. The data controller of your personal information varies by your location: Australia Airwallex Pty Limited United States Airwallex US, LLC UK Airwallex (UK) Limited EEA/Switzerland Airwallex (Netherlands) B.V. Japan Airwallex Japan KK India Airwallex Services India Private Ltd Hong Kong and all other countries Airwallex (Hong Kong) Limited or UniCard Solution Limited (depending on the Services provided)Link
What types of information do we collect and why?When you set up an account to use our Services, we require information (such as your name, address, government-issued ID, tax identifier, business information) to set this up. We also process certain identity information when we undertake our KYC/AML process. We will process information in connection with transactions (including payment information and the beneficiary of payment). Our Service also processes network, device and usage information in order to maintain the integrity of our systems. You can read more about what personal information we process and why below.Link
How is your information shared?Our affiliates and select third parties support the operation of the Services and will necessarily transfer personal information in order to facilitate the Services. If a third party is engaged to support the Services, this is solely for the purpose of the Services and we require that the third party comply with appropriate safeguards to protect personal information. Third parties may include support services, effecting transactions, cloud services, analytics, market research, fraud detection, enterprise partners and other functions in connection with the Services. We also have affiliates around the world who help us deliver the Services and we may be required by a court or legal obligation to disclose certain information in some circumstances. You can read more about how we share your personal information below.Link
Where do we store your information?Our servers are located in datacenters hosted by Google Cloud Platform and Alibaba Cloud in Australia, Hong Kong, Japan, Mainland China, the Netherlands, Singapore, and the United States. We may access these servers from other locations as necessary to support the operation of the Services. You can read more about where your personal information is stored below.Link
How long do we retain information for?We only retain personal information for so long as it is required to fulfil the purpose for which it was collected, unless we are subject to legal or regulatory obligations to retain such information. You can read more about how long we retain specific categories of personal information below.Link
What rights do I have to processing of my information?Depending on where you are, you may have certain rights with respect to your personal information, such as rights of access, to receive a copy of your information, or to delete your information or restrict or object to our processing of your information. You can read more about your rights below.Link
How can I contact Airwallex?If you have questions or concerns about this Policy or a specific request related to your personal information, please contact us at [email protected].Link
How will we notify you of changes to this Policy?We reserve the right to make changes to this Policy at any time by posting a revised version to our Site and updating the “Last Updated” date at the top of this Policy.Link
Are there specific terms that apply to certain countries?Yes. You can read more about the specific processing activities for certain jurisdictions in the Jurisdiction-Specific Addenda below.Link

Acceptable Use Policy

1. SCOPE OF POLICY

This Policy applies to any user of our Services anywhere in the world and any visitor to our website, mobile app, or other channel (collectively, “Sites”). This Policy does not apply to third- party websites, products or services even if they are linked or provided in conjunction with our Services or Sites. “Services” means any products, services, technologies or functionalities offered by Airwallex. The Services we offer may vary by region.

2. DATA CONTROLLER

As used in this Policy, “we,” “us” “our” and “Airwallex” refers to the Airwallex group company that acts as the data controller with respect to your information. The data controller responsible for your information under this Policy varies depending on your country of residence.

Our data protection officer can be contacted at [email protected].

The data controller that is responsible for your personal information differs by the location in which you are ordinarily resident or which entered into an agreement to provide Services to you.

Country of ResidenceData ControllerAddress
AustraliaAirwallex Pty LimitedLevel 7, 15 William Street, Melbourne, VIC 3000, Australia
United StatesAirwallex US, LLC1390 Market Street, Suite 200, San Francisco, CA 94102
Hong Kong and all other countriesAirwallex (Hong Kong) Limited or UniCard Solution Limited (depending on the Services provided)Suites 6308-10, 63/F, One Island East, 18 Westlands Road, Quarry Bay, Hong Kong, China 6308, 63/F One Island East, 18 Westlands Road, Quarry Bay, Hong Kong
UKAirwallex (UK) Limited1 Long Lane, London, SE1 4PG, United Kingdom
EEA or SwitzerlandAirwallex (Netherlands) B.V.Vijzelstraat 68, 1017HL Amsterdam
JapanAirwallex Japan KKLevel 2, Marunouchi Nijubashi Building, 3-2-2 Marunouchi, Chiyoda-ku, Tokyo, Japan
IndiaAirwallex Services India Private LtdFlexi 218, J P Royale, 2nd floor, Sampige Road, Malleshwaram West, Bangalore, Bangalore, Karnataka, India, 560003

3. THE TYPES OF PERSONAL DATA WE USE

By “personal information” we mean information that identifies you, such as your name, address, telephone number, email address, date of birth, payment card information, bank account information and any other data that is associated with your identity. The specific categories of personal information which we process are listed in the section “How We Use Your Personal Information” below. This section describes the different types of personal information we collect from you and how we process it.

A. INFORMATION YOU PROVIDE DIRECTLY TO US

Account registration: To use our Services, you must provide certain personal information to us, including information required to establish an account profile, identity verification information, financial information and information regarding beneficiaries of payments. This information is necessary for us to perform the contracted services and also to allow us to comply with our legal obligations. If you are not able or willing to provide this information, we may not be able to provide you with all the requested Services.

Survey, feedback, and promotions: Some information you provide to us is voluntarily provided by you and not mandatory. Examples of such information include your opting to respond to our surveys, provide feedback to us about our products and services, participate in promotions or contests or otherwise communicate with us. This information allows us to provide incentives or additional features to you, evaluate our performance and to create a better user experience for you when using the Airwallex platform. This additional information will be processed based on our reasonable discretion or when applicable, your consent.

B. INFORMATION AUTOMATICALLY COLLECTED FROM YOUR USE OF SERVICES

We automatically collect certain data from you when you use the Services or visit any of our Sites where we have a legitimate interest (such as to prevent fraud or misuse, or to understand your use of and improve our Services). This includes:

● usage data;

● information about the devices you use to access the Services;

● log data; and

● geolocation information.

Our Cookie Policy provides additional information about the technologies we use to automatically collect your personal information mentioned above.

C. INFORMATION COLLECTED FROM THIRD PARTIES

We also obtain information about you from other external sources, including information obtained from our service providers, credit bureaus, community forums used to post ratings or reviews, Airwallex business partners through which you access our Services, or other sources of public records. We may combine information collected from third parties with information we collect from you directly through the Airwallex platform.

Regardless of how the method of collection, the information we obtain from or about you is subject, at all times, to the privacy choices or rights exercised by you.

D. COOKIES

We use cookies and similar technologies (i.e. web beacons, pixels, ad tags and device identifiers) to recognize you and to customize your online experience. To learn more about cookies and the other tracking technologies we may utilize, please refer to our Cookie Policy, which includes a comprehensive overview of cookies and provides further details about how we use cookies and how to control our use of cookies.

4. HOW WE USE YOUR PERSONAL INFORMATION

This section provides more detail on the types of personal information we collect from you, and why. For users who live in the United Kingdom, the European Economic Area or Switzerland (each a “Relevant Jurisdiction”), it also identifies the legal basis under which we process your personal information.

Personal InformationPersonal InformationUseLegal Basis (only relevant if you are located in a Relevant Jurisdiction)
Account and Profile InformationPersonal identifiers such as your name, residential address, email address, date of birth, social security number, driver’s license number, passport number, tax identification number or other similar identifiers.We use this information: To provide Services, e.g. To process payments to your suppliers and other recipients; To provide customer support; To enable you to access and use the Airwallex platform; and To evaluate your application to use our Services. To prevent fraud or misuse, e.g. To verify your identity or authenticate your right to access an account or other information. To manage risk, fraud and abuse of our Services and Sites. To conduct manual or system monitoring to protect against fraud and other harmful activity. To communicate with you, e.g. To respond to your inquiries and support requests; To send you technical notices, updates, security alerts and other administrative messages; and To provide information related to your transactions including confirmations, receipts and tracking notices.Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to prevent fraud or misuse.
Demographic DataWe may also collect demographic data about you including your employment history, education, marital status, income and other similar information.We use this information to: develop new products or enhance existing products and services; and monitor and analyze trends, usage and other user activities on our Sites to optimize user experience.It is in our legitimate interests to use this information to improve our Services and Sites.
Identity Verification DocumentsTo comply with laws and regulations, we may collect copies of your government-issued identification (including passport, driver’s license or national ID card) or other authentication information, all of which may include photographs of you.We use this information to provide the Services, specifically: to create your account for the Services in accordance with your request; to verify your identity or authenticate your right to access an account or other information; to evaluate your application to use our Services; to manage risk, fraud and abuse of our Services and Sites; and to conduct manual or system monitoring to protect against fraud and other harmful activity.Necessary to satisfy our legal obligations under applicable law to verify your identity, and it is in our legitimate interests to prevent fraud or misuse.
Payment InformationIn order to collect funds and process payments we may collect financial information such as bank account details (account number, routing number), credit or debit card numbers, credit reports or tax information, such as withholding allowances and filing status.We use this information to provide the Services, specifically to process payments to your suppliers and other recipients.Necessary to perform our contract with you to provide the Services, and necessary to satisfy our legal obligations under applicable law in relation to payment transactions.
Beneficiary InformationWhen you book payments, we may collect information about the parties to the transaction, the designated recipient (including the recipient’s bank account information), the source of the funds, the reason for the transaction, the devices and payment methods used to complete transactions.We use this information: To provide Services, e.g. To process payments to your suppliers and other recipients; To prevent fraud or misuse, e.g. To verify your identity or authenticate your right to access an account or other information. To manage risk, fraud and abuse of our Services and Sites. To conduct manual or system monitoring to protect against fraud and other harmful activity.Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to prevent fraud or misuse.
Business Entity InformationIf you are using our services on behalf of a business entity, we may collect information about the business including: the organizational structure of the company, the product and service offerings, website domain name used by the business, and information about the beneficial owners of the business. We also may collect entity formation documents or other corporate records.We use this information: To provide Services, e.g. To process payments to your suppliers and other recipients; To provide customer support; To enable you to access and use the Airwallex platform; and To evaluate your application to use our Services. To prevent fraud or misuse, e.g. To verify your identity or authenticate your right to access an account or other information. To manage risk, fraud and abuse of our Services and Sites. To conduct manual or system monitoring to protect against fraud and other harmful activity. To communicate with you, e.g. To respond to your inquiries and support requests; To send you technical notices, updates, security alerts and other administrative messages; and To provide information related to your transactions including confirmations, receipts and tracking notices.Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to prevent fraud or misuse.
Background InformationTo the extent permitted by applicable law, we may obtain back reports about you from public records. In order to obtain such reports, we may use information or personal information you provide to us.We use this information to prevent fraud or misuse, e.g. To verify your identity or authenticate your right to access an account or other information. To manage risk, fraud and abuse of our Services and Sites. To conduct manual or system monitoring to protect against fraud and other harmful activity.It is in our legitimate interests to prevent fraud or misuse.
Log DataWhen you access our Services, we collect server logs which may include information such as access times and dates, pages viewed and other system activity, including the third-party site you were using before accessing our Services.We use this information to: provide the Services; and prevent fraud or misuse; and understand your use of and improve our Services.Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to prevent fraud or misuse.
Device InformationWe may obtain information about the devices you use to access our Services including: the device type, operating systems and versions, the device manufacturer and model, preferred languages, and plugins.We use this information to: provide the Services; prevent fraud or misuse; and understand your use of and improve our Services.Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to prevent fraud or misuse.
Usage InformationWe collect information about how you interact or engage with our Sites and how you use our Services including your user preferences and other settings selected by you. This information may be collected if you visit our Sites and regardless of whether or not you establish an account with us or conduct a transaction. In some cases, we do this by utilizing cookies, pixel tags and similar technologies. Please see further details about cookies and other tracking technologies in our Cookie Policy.We use this information to: provide the Services; evaluate your satisfaction with our Services, platform and features; develop new products or enhance existing products and services; and monitor and analyse trends, usage and other user activities on our Sites to optimize user experience and to improve our Services.Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to protect the integrity of the Services and improve our operations.
Location InformationWhen you use certain features of our Services, we may collect information about your precise or approximate location as determined by data such as your IP address or mobile device GPS. Most mobile devices allow you to control or disable the use of geolocation services for applications by changing preferences on your mobile device.We use this information to: provide the Services; enable you to access and use the Airwallex platform; manage risk, fraud and abuse of our Services and Sites; and conduct manual or system monitoring to protect against fraud and other harmful activity.Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to prevent fraud or misuse.
Communications DataInformation related to your interactions and communications with us, which may include email messages, chat sessions, text messages, and phone calls that we exchange with you.We use this information: to respond to your inquiries and support requests; to send you technical notices, updates, security alerts and other administrative messages; and to provide information related to your transactions including confirmations, receipts and tracking notices.Necessary to perform our contract with you to provide the Services.
Call RecordingsVoice recordings of you captured when you contact us including interactions with our customer service or sales teams.We use this information to respond to your inquiries and support requests.Necessary to perform our contract with you to provide the Services.
Various InformationAny information you may provide us when you respond to surveys.We use this information to allow you to participate in surveys in accordance with your request.We collect this information with your consent.
Any information you may provide us when you post on community forums.We use this information to allow you to post on community forums and use the Services and our Sites.Necessary to perform our contract with you to provide the Services.
Any information you may provide us when you participate in contests.We use this information to facilitate promotional contests.Necessary to perform our contract with you to provide the Services.
Any information you may provide us when you participate in promotions or request to receive promotional information.We use this information to to deliver promotional offers, incentives, and targeted marketing in accordance with your preferences (as permitted by applicable law); and to provide invitations and information about events or events held by our partners.We collect this information with your consent.

5. TRANSFERS AND STORAGE

To support our global operations and pursuant to our contract with you to provide the Services, we and our service providers may store or process your personal information in any country where we or one of our affiliates maintains a physical presence or where we engage third-party service providers. This could result in a transfer of your personal information to a region or country outside of your country of residence, the regions and countries to which your personal information may be transferred to include Australia, Germany, Hong Kong, India, Japan, Lithuania, Mainland China, Malaysia, the Netherlands, New Zealand, the Philippines, Singapore, the United Kingdom, and the United States. Our servers for the Services are located in Australia, Hong Kong, Japan, Mainland China, the Netherlands, Singapore, and the United States.

The laws and privacy regulations of such countries may differ from the country of your residence and potentially may not be as protective. There may be circumstances in which the law enforcement agencies or government authorities in such other countries may be entitled to access your personal information. Any transfer of your personal information outside your country of residence will at all times comply with the standards set forth in this Policy as well as the applicable data protection rules. For example, transfers of personal information outside the EEA Or the UK will be made under the European Commission’s model contracts for the transfer of personal data to third countries (i.e. the standard contractual clauses), or any equivalent contracts issued by the relevant authority of the UK, as relevant.

INFORMATION SHARING AND DISCLOSURE

Only where necessary will we share your personal information with third parties. Situations where this occur are:

Third PartyPurpose
Third party service providersWe engage a variety of service providers to enable us to provide our Services to you. For example, service providers may be used to: facilitate payment processing, support technology or infrastructure, cloud storage, conduct market research, marketing analytics, detect fraud, verify identity and perform audits or other functions. We will share your personal information with such service providers only to the extent necessary to allow the performance of their intended engagement. All service providers and business partners that receive your personal information are contractually bound to protect and use your information only in accordance with this Policy.
Our corporate affiliatesTo facilitate or support us in providing our Services to you, we may share your personal information within our worldwide corporate family of companies among entities that are related by common control or ownership. All related group companies may only use your personal information in accordance with this Policy.
Enterprise PartnersOur Services may be offered to you in conjunction with or facilitated by other financial institutions or other enterprise (an “Enterprise”). Such Enterprises may have access to your personal information but only to the extent required to enable use by you of such products.
Regulatory Authorities: regulators, judicial authorities and law enforcement agencies, and other third parties for safety, security, or compliance with the law.There are circumstances in which we are legally required to disclose information about you to authorities, such as to comply with a legal obligation or processes, enforce our terms, address issues relating to security or fraud, or protect our users. These disclosures may be made with or without your consent, and with or without notice, in compliance with the terms of valid legal process such as a subpoena, court order, or search warrant. We are usually prohibited from notifying you of any such disclosures by the terms of the legal process. We may seek your consent to disclose information in response to a governmental entity’s request when that governmental entity has not provided the required subpoena, court order, or search warrant. We may also disclose your information to: enforce our User Agreement or other applicable agreements or policies, including investigation of any potential violation thereof; detect, prevent or otherwise address security, fraud or technical issues; protect our rights, property, privacy, or security, or that of others, as permitted by law; or comply with applicable law, legal process or governmental orders.
Social Media PlatformsSocial media networks such as Facebook, Twitter, Pinterest, and Instagram that offer functionalities, plugins, widgets, or tools in connection with our website or mobile application (e.g., to log into an account, or to share content with your friends and followers on social media). If you choose to use these functionalities, plugins, widgets, or tools, certain information may be shared with or collected by those social media companies—for more information about what information is shared or collected, and how it is used, see the applicable social media company's privacy policy.
Potential Acquirers of our businessIf we are the subject or are involved in any corporate merger, acquisition, consolidation, reorganization, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with bankruptcy or similar proceedings), we may share data with third parties during negotiations. In the event your personal information becomes subject to a different privacy policy, we will make reasonable efforts to notify you beforehand. We also may need to disclose information to a third party in connection with a commercial transaction where we or any of our affiliates are seeking financing, investment or funding.
Other Authorized PartiesIf you provide your consent, we may share your information including your personal information with a third party not defined in this Policy. Such disclosure will only be carried out in the manner described to you at the time you agreed to the sharing. Authorizing a third-party application or website to access your Airwallex account or participating in certain promotional activities constitutes such consent to share your information.

6. DATA RETENTION

We will retain your personal information only for the period of time required to comply with applicable law or fulfill any ongoing obligations to you.

Please note that there are certain circumstances in which we will retain your personal information even after you close your Airwallex account or request deletion of your personal information. Examples of such cases include:

● To process any transactions booked prior to closure or deactivation of an account.

● To comply with anti-money laundering regulations or other laws and rules that apply to us as a financial services provider.

● To detect or prevent fraud.

● To comply with legal process orders or law enforcement requests.

● To collect any fees or other outstanding amount owed and payable to us by you.

● To resolve any disputes or enforce our User Agreement or other applicable agreements or policies.

● To take any other action or exercise any other right in accordance with applicable law.

When a relevant retention period has passed, Airwallex will destroy personal information or, where applicable, sufficiently anonymize the personal information.

For further details on how long we keep your data, please refer to the time periods set out below.

Personal InformationRetention Policy
Account and Profile Information Identity Verification Documents Business Entity Information Background Information Log Data Device Information Usage Information Communications Data Call Recordings Other Information Payment Information Beneficiary Information Location InformationStored for the lifetime of your use of the Services (i.e. until account deletion in accordance with your request), plus no less than 5 years.

7. YOUR RIGHTS AND CHOICES

You have certain rights relating to your personal information. The ability and extent to which you may exercise these rights will vary depending on your location.

The following rights (described in detail below) apply to users in a Relevant Jurisdiction.

If you are located outside of a Relevant Jurisdiction, please review the section on Jurisdiction- Specific Rights for more information about the privacy rights afforded to you in your country or state of residence. To exercise any of your rights, please contact us at [email protected].

A. ACCESS, CORRECTION, ERASURE

You may review, correct or update information you provided to us at any time by logging into your Airwallex account. Prior to changing or correcting your information, we may be required to verify your identity. There may be circumstances which preclude us from providing access to some or all of your information, for example where the information contains references to personal information about an individual other than you or the information is subject to legal or proprietary protections. If there is any other personal information you believe we process that you would like to access, correct or erase, please contact us at [email protected].

B. PORTABILITY

You may have the right to receive a copy of certain personal information we process about you. This comprises any personal information we process on the basis of your consent (e.g., survey information) or pursuant to our contract with you (e.g., your name). You may have the right to receive this information in a structured, commonly used and machine-readable format. You may also have the right to request that we transfer that personal information to another party, with certain exceptions. We will provide further information to you about this if you make such a request.

C. RESTRICTION OF PROCESSING

You may have a right to require us to stop processing the personal information we hold about you other than for storage purposes in certain circumstances. Please note, however, that if we stop processing the personal information, we may use it again if there are valid grounds under data protection laws for us to do so (for example, for the defence of legal claims or for another’s protection). Where we agree to stop processing the personal information, we will try to tell any third party to whom we have disclosed the relevant personal information so that they can stop processing it too.

D. OBJECTION

You may have the right to object to our processing of your personal information. To the extent provided by applicable laws and regulations, you may withdraw any consent you previously provided to us for certain processing activities by contacting us at [email protected]. Where consent is required to process your personal information, if you do not consent to the processing or if you withdraw your consent we may not be able to deliver the expected service.

8. DEVICE & MARKETING

Device Permissions

Most mobile devices allow you to disable the use of location services, or revoke consent to applications to access your camera and photo library or send you push notifications information. Please refer to your device settings to restrict collection of certain information.

Notifications

We may from time to time send you notifications when we consider it necessary to do so (for example, when we temporarily suspend access to the Services for maintenance, or security, privacy or administrative-related communications). You may not opt-out of these service-related notifications, which are not promotional in nature.

Marketing Opt-Out

You can opt out of receiving promotional communications from us by following the instructions included in those messages or by logging into your Airwallex account and changing your preferences. Please note that if you opt out of marketing-related emails from us, we will continue to send you non-promotional messages that are required to provide our Services, such as transactional receipts and messages about your account or our relationship with you.

9. ADVERTISING AND ANALYTICS

We may partner with third parties to display advertisements to you on websites you visit. These third-party partners use cookies and other technologies to gather information about your activities on our Sites as well as other sites you visit in order to serve you advertising based upon your browsing history and interests. To learn more about behavioral advertising and online tracking, visit the Network Advertising Initiative. This website also provides information about how to opt out of interest-based online advertising delivered by member companies. You can learn more about Google’s practices here. For more information about the cookies that may be served through use of our services, please refer to our Cookie Policy.

10. SECURITY

We implement and update technical and physical security measures to safeguard your personal information against loss, misuse or unauthorized access on an ongoing basis. Safeguards used to protect your information include firewalls, data encryption, and access controls. Please keep in mind that the transmission of information over the Internet is never 100% secure and no data storage system can be guaranteed safe. Although we will do our best to protect your personal information, we cannot warrant the security of data transmitted to our Sites; any transmission is at your own risk. We encourage you to understand the integral role you play in keeping your own personal information secure and confidential. Please select passwords that are sufficiently complex and always keep our log-in details secure. If you suspect any unauthorized use or access to your account or information, please contact us immediately.

11. CHILDREN’S PRIVACY

Our Sites and Services are not intended for or directed at children. By children we mean users under the age of 16 or in the case of a country where the minimum age for processing personal information differs, such different age.

We do not knowingly collect any information from children. If we obtain actual knowledge that we have collected personal information from a child, we will immediately delete it (unless we are legally obligated to retain such information). Please contact us if you believe that we inadvertently collected information from any child.

12. THIRD PARTY LINKS AND SERVICES

Our Sites may include links to third party websites or services, such as third-party integrations, co-branded services, or third-party branded services (“Third-Party Sites”) . Clicking on those links or enabling those connections may allow third parties to collect or share information about you. We do not own or control these third-party websites and when you engage with these Third-Party Sites, you may be providing information directly to the Third-Party Site, Airwallex, or both. Third-Party Sites will have their own policies about the collection, use and disclosure of your information. Please review those policies for more information.

13. UPDATES TO THIS POLICY

We reserve the right to make changes to this Policy at any time by posting a revised version to our Site and updating the “Last Updated” date at the top of this Policy. To the extent permitted by applicable law, your continued use of our services after such notice or posting constitutes your consent to our revisions of this Policy. If you disagree with any of our changes, you may deactivate your account with us at any time.

14. CONTACT

If you have questions or concerns about this Policy or a specific request related to your personal information, please contact us at [email protected].

If you wish to make an inquiry regarding how we process your personal information, please contact us at [email protected] and we will endeavour to deal with your request as soon as possible. This is without prejudice to your right to launch a claim with the data protection authority in the country in which you live or work where you think we have infringed data protection laws.

15. LANGUAGE

Except as otherwise set out by law, in the event of any inconsistency between the English version and local language version of this Policy (where applicable), the English version shall prevail.

JURISDICTION-SPECIFIC RIGHTS

Some jurisdictions’ laws contain additional terms for users of the Services, which are set out in this section. If you are a user located in one of the jurisdictions below, the terms set out below under the name of your jurisdiction apply to you in addition to the terms set out in our Policy above.

For residents of Australia

Overseas Recipients

While we take reasonable steps to ensure that third parties outside Australia handle your personal information in accordance with Australian privacy laws, you acknowledge that we do not control, or accept liability for, the acts and omissions of these overseas third party recipients.

Access

You have the right to access personal information we hold about you, how we use it, and who we share it with. You can access the personal information you have made available as part of your account by logging into your account. If you believe we hold any other personal information about you, please contact us at [email protected].

Correction

You have the right to correct any of your personal information we hold that is inaccurate. You can access the personal information we hold about you by logging into your account. If you believe we hold any other personal information about you and that information is inaccurate, please contact us at [email protected].

Transacting Anonymously

Where possible we will give you the option of not identifying yourself when using the Service. You acknowledge that if you do not provide us with your personal information, we may be unable to provide you with access to certain features or sections of the Services.

Your Rights

If you are dissatisfied with our response to your request for access to, or correction of, your personal information or your privacy complaint in respect of your personal information, you may contact the Office of the Australian Information Commissioner (Telephone: +61 1300 363 992 or email: [email protected]).

Data Transfers

While we take reasonable steps to ensure that third party recipients of your personal information comply with privacy laws that are similar to those of your jurisdiction, you acknowledge and agree that we cannot control the actions of third party recipients and so cannot guarantee that they will comply with those privacy laws.

For residents of California - United States

If you are a California resident, you have certain rights afforded by the California Consumer Protection Act (CCPA) with respect to your personal information.

Collection and Disclosure of Personal Information

Over the past 12 months, we have collected and disclosed the following categories of personal information from or about you or your device:

Identifiers, such as your name, email address, residential address, date of birth, social security number, driver’s license number, passport number, tax identification number or other similar identifiers, government issued identification information, bank account details, credit card or debit card numbers and IP address. This information is collected directly from you and your device.

Internet or other electronic network activity information, such as your information regarding your use of the Services, including your user preferences and other settings selected by you, server logs, and other device information as described in the main Policy. This information is collected directly from you and your device.

Commercial information about any transactions within the Services such transaction information when you collect or make payments. This information is collected directly from you and your device.

Geolocation data such as your IP address or mobile device GPS. This information is collected directly from you.

Professional or employment-related information such as your profession if you choose to provide it in a survey. This information is collected directly from you.

Other information described in subdivision (e) of Section 1798.80, including information about your gender, nationality, or age. This information is collected directly from you in the context of being our consumer.

We collect your personal information for the following purposes:

● To provide you with the Services, maintain your account, provide customer service and process payments.

● To improve our services, including the functionality of the Services and Sites.

● For security and verification purposes, including to prevent and detect fraudulent activity.

● To address and remediate technical issues and bugs.

● To communicate with you.

● To market and promote our Services.

For additional information about what each type of personal information is used for, see this table in the main portion of the Privacy Policy.

We disclose personal information to the following types of entities:

● Our corporate affiliates who process your personal information in order to operate the Services.

● Other companies that provide services on our behalf in support of the Service and who are prohibited by contract from retaining, using, or disclosing personal information for any purpose other than for providing their services to us.

● Our Enterprise partners.

● Regulators, judicial authorities and law enforcement agencies

● Entities that acquire all or substantially all of our business.

In the past 12 months, we have not sold Personal Information of California residents within the meaning of “sold” in the CCPA.

Rights to know:

If you are a California resident, you have the right to:

● Request access to the following information covering the 12 months preceding your request:

o the categories of personal information about you that we collected;

o the categories of sources from which the personal information was collected;

o the purpose for collecting personal information about you;

o the categories of third parties to whom we disclosed personal information about you and the categories of personal information that was disclosed (if applicable) and the purpose for disclosing the personal information about you; and

o the specific pieces of personal information we collected about you;

● Request we delete personal information we collected from you, unless CCPA recognises an exception; and

● Be free from unlawful discrimination for exercising your rights including providing a different level or quality of services or denying goods or services to you when you exercise your rights under the CCPA.

We aim to fulfil all verified requests within 45 days pursuant to the CCPA. If necessary, extensions for an additional 45 days will be accompanied by an explanation for the delay.

How to Exercise Your Rights

First, you may wish to log into your account and manage your data from there**.** To exercise any of the rights described in this section, please submit your request by contacting us at [email protected]. Your request must provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you.

For residents of Canada

If you are located in Canada and wish to obtain written information about our policies and practices with respect to our service providers located outside Canada, you may contact us at [email protected]. We are able to answer any questions users may have about the collection, use, disclosure or storage of personal information by our service providers.

Where we use service providers who might have access to your personal information, we require them to have privacy and security standards that are comparable to ours. We use contracts and other measures with our service providers to maintain the confidentiality and security of your personal information and to prevent it from being used for any purpose other than as provided in this Policy.

For residents of Hong Kong

If you are located in Hong Kong, you have legal rights in relation to the personal information we hold about you (to the extent permitted under applicable laws and regulations).

You are entitled to make a subject access request to receive a copy of the data we process about you, a data correction request as well as a right to reject the use of your personal information for direct marketing purposes. A fee may be chargeable by us for complying with a data access request.

For residents of India

Where we permit any third parties to collect and use your Sensitive Personal Information (which includes passwords, financial information such as bank account, credit card, debit card or other payment instrument details, biometric data, physical or mental health, sex life or sexual orientation, and/or medical records or history, and similar information), we take reasonable measures to ensure that the third parties do not further disclose the Sensitive Personal Information.

To the extent provided by applicable laws and regulations, you may withdraw any consent you previously provided to us for certain processing activities by contacting us at [email protected]. Where consent is required to process your personal information, if you do not consent to the processing or if you withdraw your consent, we may not be able to deliver the expected service.

For residents of Japan

You consent to the cross-border transfer of your information to third parties (if any), which may include the cross-border transfer of your information to any country where we have databases or affiliates and, in particular, to Australia, China, Germany, Hong Kong, India, Japan, Lithuania, Malaysia, the Netherlands, New Zealand, the Philippines, Singapore, the United Kingdom, and the United States.

You may request us to notify you about the purposes of use of, to disclose, to make any correction to, to discontinue the use or provision of, and/or to delete any and all of your personal information which is stored by us, to the extent provided by the Act on the Protection of Personal Information of Japan. When you wish to make such requests, please contact us at [email protected].

For residents of Malaysia

Parental and Guardian Consent

In the event you are agreeing to this Policy in order for a minor to access and use the Services, you hereby consent to the provision of personal information of the minor to be processed in accordance with this Policy and you personally accept and agree to be bound by the terms in this Policy. Further, you hereby agree to take responsibility for the actions of such minor, and that minor’s compliance with this Privacy Policy.

Rights of Data Subjects

Right of access: You have the right to request access to and obtain a copy of the personal information that we have collected and is being processed by or on behalf of us. We reserve the right to impose a fee for providing access to your personal information in the amounts permitted by law. When handling a data access request, we are permitted to request certain information in order to verify the identity of the requester to ensure that he/she is the person legally entitled to make the data access request.

Right of correction: You may request for the correction of your personal information.

Right to limit processing of your Personal Data: You may request limiting the processing of your personal information by using the contact details provided above. However this may affect our provision of the Services to you.

Contact

If you would like to make any inquiries, complaints, access or correction requests or request for us to limit the processing of your personal information , please contact us at:

● Airwallex information security team

● Contact Number: +61 13 32 99

● Email to: [email protected]

For residents of New Zealand

Overseas Recipients

While we take reasonable steps to ensure that third parties outside New Zealand handle your personal information in accordance with New Zealand privacy laws, you acknowledge that we do not control, or accept liability for, the acts and omissions of these overseas third party recipients.

Access and Correction

You have the right to access personal information we hold about you, how we use it, and who we share it with. You have the right to request the correction of any of your personal information we hold that is inaccurate. You can access or correct your personal information by logging into your account. If you believe we hold any other personal information about you or that such information is inaccurate, please contact us at [email protected].

Complaints

If you would like to make a privacy complaint in respect of your personal information, you may contact the Office of the New Zealand Privacy Commissioner (www.privacy.org.nz).

For residents of Singapore

Access

You have the right to access your personal information, how we use it, and who we share it with. You can access the personal information you have made available as part of your account by logging into your account. If you believe we hold any other personal information about you, please contact us at [email protected].

Correction

You have the right to correct any of your personal information that is inaccurate. You can access the personal information we hold about you by logging into your account. If you believe we hold any other personal information about you and that information is inaccurate, please contact [email protected].

Our designated data protection officer for the purposes of compliance with the personal information Protection Act 2012 can be contacted at [email protected].


[1] The time period(s) stated herein are indicative; we generally aim to retain data only for as long as necessary to achieve the relevant intended purpose(s), subject to any retention required to comply with applicable law or fulfill any ongoing obligations to you.

Payout & FX Terms

1. THESE TERMS

1.1 The Airwallex Payment and FX Terms comprises terms and conditions governing the relationship between you (‘Customer’/‘you’) and Airwallex (Netherlands) B.V. (‘Airwallex’/‘us/we’) that apply to our Services (which we describe in clauses 7, 10 and 11). Please read these terms carefully and contact us if anything is unclear. The Customer and Airwallex will individually be referred to as a Party, and collectively, as Parties.

1.2 Please refer to clause 26 for a list of the definitions used in these terms.

1.3 The Application Form, as amended by you, is incorporated into and forms part of these terms.

1.4 We will provide you with separate terms and conditions for any services that fall outside the scope of these terms.

1.5 You should also download a copy of these terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these terms (as well as the documents below) on our website www.airwallex.com.

1.6 Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with these terms:

(a) Acceptable Use Policy

(b) Cookie Policy and Privacy Policy

(c) FAQs

(d) API Documentation

For the avoidance of doubt, the above documents do not form part of these terms.

1.7 If we need to send you information in a form you can keep at any time, we will either send you an email or provide information on our website or via the Airwallex Platform that you can download. Please keep copies of all communications we send to you.

2. WHO AIRWALLEX IS AND HOW TO CONTACT US

2.1 Our company information. The Services are offered by Airwallex (Netherlands) B.V. (Chamber of commerce no. 77519256), which has its registered office at Vijzelstraat 68, 1017HL Amsterdam, the Netherlands. Airwallex is authorised by the Dutch Central Bank (De Nederlandsche Bank, ‘DNB’) under the Dutch Financial Services Act (Wet op het Financieel toezicht, ‘FSA’) as an Electronic Money Institution.

2.2 How to contact us. You can contact us by:

(a) emailing us at: [email protected]

(b) sending mail to us at: Vijzelstraat 68, 1017HL Amsterdam, the Netherlands

(c) sending us a message through the contact links on our website www.airwallex.com

(d) by telephone on the phone number +31 85 0003 369.

2.3 How we will contact you. We will contact you using the contact details you provided when you registered or such other contact details that you provide to us – please keep these up to date. By using our Services you agree to receive electronic communications from us. If we have reasonable concerns about either the security of your Wallet or Global Account, or any suspected or actual fraudulent use of your Wallet or Global Account, we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures).

3. THE FOUNDATION - SAFEGUARDING OF FUNDS

3.1 Airwallex complies with the requirements of the FSA and related Applicable Law. Funds corresponding to electronic money in your Wallet will be held in one or more bank accounts separately from the other funds of Airwallex with the Foundation. In the event of our insolvency, you will have a right to be paid from these bank accounts of the Foundation in priority to other creditors in accordance with Applicable Law.

3.2 The Foundation acts as an independent custodian in accordance with Applicable Law, appointed by Airwallex to safeguard the funds corresponding to electronic money and received in relation to the payment services performed by Airwallex.

3.3 The Foundation acts on instructions of Airwallex. Any payments made to or by the Foundation are made on behalf of Airwallex. You will have no contractual relationship with the Foundation.

3.4 Airwallex excludes all liability of the Foundation. You acknowledge that this clause entails a third-party clause (as referred to in Book 6, Section 253 of the Dutch Civil Code) for and for the purposes of the Foundation.

4. APPLICABILITY OF THESE TERMS

4.1 Corporate opt-out. If you are a Consumer then all of these terms apply to you. If you are not a Consumer at the time you enter into these terms, or if you stop being a Consumer at any stage during the term of these terms, you agree that none of the following regulations of Title 7b of Section 7 of the Dutch Civil Code (‘DCC’) will apply to these terms:

(a) articles 7:516, 517, 518, 530(4) DCC (Information Requirements for Payment Services); and

(b) the following articles of the DCC: 7:519 and 520(1) (charges), 7:522(3) (withdrawal of consent), 7:527 (evidence on authentication and execution), 7:529 (payer or payee’s liability for unauthorised transactions), 7:530 (refunds for direct debits), 7:531 (requests for direct debit refunds), 7:534 (revocation of a payment order), 7:543 (defective execution of payer-initiated transactions), 7:544 (defective execution of payee-initiated transactions) and 7:545 (liability for charges and interest).

4.2 We have accordingly amended various terms to reflect the position for customers (each a Corporate Customer) who are not Consumers.

5. CHANGES TO THESE TERMS

5.1 Subject to clause 5.2, we may change these terms (including the Service Fees) by giving you two (2) months’ prior written notice. We will consider that you have accepted the proposed changes if you do not terminate (opzeggen) these terms by giving us written notice during the notice period.

5.2 If you are a Corporate Customer, clause 5.1 does not apply and we may change these terms (including the Service Fees) by giving you one (1) month’s prior written notice. We will consider that you have accepted the proposed changes if you do not terminate (opzeggen) these terms by giving us written notice during the notice period.

5.3 We may also make some changes immediately, without prior notice, if those changes:

(a) are required by Applicable Law or we are requested to do so by a Regulatory Body; or

(b) relate to the addition of a new service or extra functionality of our Services and do not affect terms relating to the existing Services.

5.4 You should stop using our Services if you do not agree to these changes. If you keep using our Services after we have announced such a change, we will treat you as having accepted the change.

5.5 Updates. We may issue updates for the Airwallex Platform, including the Airwallex APIs, from time to time. We may need to do this to facilitate the continued and proper operation of the Platform, make improvements to the Platform or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Airwallex Platform until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate (opzeggen) these terms, by giving you two months’ prior written notice.

6. CUSTOMER DUE DILIGENCE

6.1 To meet our obligations under Applicable Law, before we provide our Services to you, we will carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant), Authorised Users and Additional Cardholders together with any parties involved in your transactions. You must provide us with complete, accurate, and up to date information at all times. You will promptly provide any additional information we require at any time, at the latest within two (2) Business Days of a request from us. You acknowledge that we may not provide you with any of our Services until we have received all the information we require. We will not be responsible for any loss arising out of your failure to do so.

6.2 You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports.

6.3 You agree that our provision of, and your ability to use, the Services is subject to:

(a) successful completion of the initial, and any subsequent, credit evaluations; and

(b) there being no material changes to your credit status during the term of these terms.

7. ABOUT THE SERVICES

7.1 Wallet. The ‘Wallet’ enables you to electronically hold, send and receive funds in the form of electronic money in the Supported Currencies through the Airwallex Platform. The funds in the Wallet can be in multiple currencies but only in the Supported Currencies that we offer, which may change from time to time.

7.2 Global Account. You may request Airwallex to open more than one Global Account for a particular Supported Currency.

7.3 How balances are represented. The funds collected through a Global Account will be transferred to your Wallet and be represented as part of the balance in your Wallet for each Supported Currency – there will not be a separate balance shown for a Global Account.

7.4 The Dutch Deposit Guarantee Scheme (Depositogratantiestelsel) (‘DDGS’) does not apply to the funds in your Wallet or collected through a Global Account. You acknowledge that the Wallet is an electronic money account, not a bank account, and is therefore not covered by the DDGS.

7.5 As a firm regulated under the FSA, the Foundation holds funds corresponding to electronic money in your Wallet in one or more bank accounts separately from the funds of Airwallex. In the event of the insolvency of Airwallex, you will be paid from these bank accounts of the Foundation in priority to other creditors in accordance with Applicable Law.

7.6 The electronic money in the Wallet:

(a) will not expire, except when your Wallet is closed – see clause 20 for more details;

(b) will not earn any interest or rewards; and

(c) can be withdrawn at any time, subject to certain conditions – see clause 11 for more details.

7.7 We may place interim or permanent restrictions on your use of the Wallet, a Global Account or any other part of the Services depending on certain regulatory requirements, identity verification checks or business requirements, which will be set out in the Acceptable Use Policy or any Additional Terms. These will be communicated to you at the time the restriction is put in place or, if that is not practical due to urgent or unforeseen circumstances, promptly after the restriction is put in place.

7.8 Airwallex Card. If we have agreed to issue you or any Additional Cardholder with a Card, the terms set out in the Card Supplement shall apply to the use of any Cards linked to your Wallet in addition to these terms. The terms of the Card Supplement shall be incorporated and form a part of these terms as if set out in these terms in full.

8. GETTING STARTED

8.1 Creating your Airwallex Profile. In order to use our Services, you must provide the necessary information as prompted through the Airwallex Platform to register and create your Airwallex Profile. If required by Airwallex, you must provide your bank account details to be linked to your Airwallex Profile.

8.2 Creating a Global Account. Once we have created your Airwallex Profile, you can submit a request to open a Global Account by logging on to the Airwallex Platform and providing the necessary information, including any additional information that we may require from time to time. You may also need to agree to Additional Terms. We will advise you of this requirement, if relevant, when you request to open a Global Account.

8.3 Signing up. You represent and warrant at the time of accepting these terms and on a continuing basis as follows:

(a) that these terms are accepted and executed by your duly authorised representative; and

(b) that all information supplied to us in applying for your Airwallex Profile and Global Account and subsequently is true, complete and accurate in all material respects and you will not omit or withhold any information which would render the information so supplied false, incomplete or inaccurate in any material respect.

8.4 You can only have one Airwallex Profile, unless we agree otherwise in writing. If we discover that you have more than one Airwallex Profile, at our discretion, we may either merge or close any duplicate profiles, or terminate (opzeggen of ontbinden) your Services, if we reasonably believe you have opened them in order to bypass any restrictions in the Services.

8.5 You confirm you are acting on your own account, not on behalf of any other person or legal entity. If you are entering into these terms as trustee of a trust, you must disclose that to us. We will deem any use of the Wallet, including any transfers into and out of the Wallet, to have been carried out by you.

8.6 Setting up Airwallex APIs. You may access the Airwallex Platform through Airwallex APIs as well as the Webapp. However, in order to use our Services through the Airwallex APIs, you must first be approved by us. If you are approved by us, you will need to comply with our API Documentation and reasonable directions regarding the integration and use of the Airwallex APIs.

9. AUTHORISED USER

9.1 You may appoint an ‘Authorised User’ (for example, any of your directors, officers, employees or professional advisors) to act on your behalf to enter into and confirm FX Conversions and Payments under these terms. You must set up each Authorised User with a User Profile and promptly provide us with the following details of any of your proposed Authorised Users: Customer name, name of Authorised User, Customer address and billing address, phone and email address of Authorised User, and any other contact or identification information of the Authorised User that we may reasonably require.

9.2 You agree that:

(a) your Authorised Users have the authority to provide instructions to us for the provision of Services on your behalf;

(b) we may rely on instructions given by the Authorised User, and you will be bound by the actions of your Authorised Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) we may refuse access to your Authorised User(s) if we are concerned about unauthorised or fraudulent access; and

(d) you will promptly report to us any infringements or unauthorised access to the Airwallex Platform, including the Webapp or Airwallex APIs.

10. RECEIVING PAYMENTS & LOADING MONEY INTO THE WALLET

10.1 Funding your Wallet. You can load funds to your Wallet by logging in to the Airwallex Platform and following the steps as prompted.

10.2 Global Account collection. If we have opened a Global Account for you, you may also receive funds to your Wallet through a Global Account.

10.3 In each case, you will ensure the funds are transferred using the correct bank details and any unique transaction reference number details specified by Airwallex. If you do not provide accurate details, then we may not be able to credit your Wallet. In such cases, we will not be liable for any loss you incur, although we will use reasonable efforts to investigate and credit or return incorrect and inaccurately referenced payments into or from your Wallet.

10.4 You may load funds to the Wallet by way of a bank transfer to Airwallex. We may permit additional methods of receiving or loading money into the Wallet from time to time.

10.5 We will credit your Wallet when we receive your funds. We are not responsible for any funds transferred, and will not record them as available in the Wallet, until we have actually received the funds from you or via a collection through the Global Account. The transfer of funds from you or other payers to your Wallet is a service provided by third parties, and is not part of our Services. We have no control over the time it may take for the transfer of such funds to clear and settle.

10.6 Reversals. We may need to reverse a transaction and either deduct funds we have credited to your Wallet, or return funds we have debited from your Wallet, including in the following circumstances:

(a) the sender, or any relevant payment services provider, reverses a transaction or is likely to reverse a transaction;

(b) the sender made a transfer to you by mistake;

(c) you have provided us with incorrect instructions for the transaction;

(d) we suspect that a transaction is fraudulent, or is in breach of these terms or Applicable Law;

(e) we exercise our rights under clause 20.

If you do not have enough funds in your Wallet for us to make a deduction, you must reimburse us as soon as possible, as set out in clause 11.12. If we reverse a transaction, we will do this at the prevailing FX Exchange Rate applicable at the time of the reversal or at the original FX Exchange Rate applicable to the transaction, in our discretion.

10.7 Where the funding/original transaction was paid for by Card, reversals will be effected in accordance with the Card Supplement. For other transactions, where we make a reversal, we may choose whether to make the reversal in the currency of the original transaction or in a separate currency, for example, where the original transaction is not in a Supported Currency which can be held in your Wallet, we will generally choose to convert the amount of the reversal into your Base Currency. Where we are required to perform any currency conversions in connection with the reversal of a transaction, we will do this at the prevailing FX Exchange Rate applicable at the time of the reversal or at the original FX Exchange Rate applicable to the transaction, in our discretion.

11. MAKING PAYMENTS AND FX CONVERSIONS

11.1 Your instructions. You may instruct us to make a FX Conversion or Payment at any time by providing the necessary details as prompted in the Airwallex Platform.

11.2 Confirmation. You must have sufficient funds in your Wallet in the relevant source currency to cover the full amount of any FX Conversion or Payment (including Service Fees) that you wish to make. We may decline your instructions if you do not have enough funds, if you exceed any applicable limits, or in accordance with clause 20. When we are satisfied with your instructions we will issue you with a Confirmation.

11.3 When you instruct us to make an FX Conversion or Payment, the amount of the FX Conversion or Payment confirmed in the Confirmation becomes due and payable to us on the date indicated in the Confirmation. On this date your funds will cease to be deemed electronic money and your balance will be deducted accordingly. You will be issued with electronic money again in respect of an FX Conversion in the purchase currency on the Settlement Date.

11.4 FX Exchange Rate. You may access the indicative FX Exchange Rate for an FX Conversion through the Airwallex Platform. The indicative FX Exchange Rate will be quoted to you when you instruct us through the Airwallex Platform and the final FX Exchange Rate will be confirmed when we issue a Confirmation. We will ensure, as far as reasonably practicable, that the confirmed FX Exchange Rate reflects the rate quoted to you. The rate may be different as the rate may have changed between the time of your instruction and the time we issue the Confirmation. You agree that changes to exchange rates come into effect immediately without notice. Changes to the FX Exchange Rate depend on fluctuations in the financial markets outside our control.

11.5 Forward Contracts. If you are approved to enter into Forward Contracts, you agree to enter into Forward Contracts only for the purpose of facilitating payment for identifiable goods or services. If we reasonably believe that you intend to enter into the Forward Contract for other purposes, we:

(a) may decline to accept your instruction in respect of a Forward Contract; or

(b) if we have already accepted your instruction, we may cancel the Forward Contract.

11.6 Settlement requirements. The issuance of a Confirmation means that the FX Conversion or Payment has been authorised and can no longer be cancelled. We will deduct the amount of your FX Conversion or Payment from your Wallet immediately at the time we issue a Confirmation. However, if you are approved to post-fund you must:

(a) for an FX Conversion (or Payment, if the Payment is linked to a FX Conversion): deposit any amount specified in the Confirmation in cleared funds by Settlement Cut-Off; and

(b) for a Payment: ensure there are sufficient cleared funds in the Payment currency available to Airwallex by the Payment Date.

11.7 Date. We will deduct the amount of your FX Conversion or Payment from your Wallet when we issue a Confirmation or, if you are approved to post-fund the FX Conversion or Payment, at the same time that we receive the relevant funds from you. If that date is not a Business Day, or if we receive your instructions after 5pm on a Business Day, then the date may be adjusted by us to the next day that is a Business Day.

11.8 Execution time. If you are making a Payment and/or FX Conversion, we will remit the Payment and/or effect the FX Conversion as soon as possible. Generally, we will remit funds to a payee’s payment service provider within 24 hours after we accept your instructions. The methods of crediting the funds may be provided by third parties (for example the bank where the payee has their bank account) and are not part of our Services. We do not have any control over the amount of time it may take for a payee’s bank or payment provider to credit funds to the payee, but would generally expect this to take less than 5 Business Days, unless a longer period is required by Applicable Law.

11.9 Failed FX Conversions and Payments. We may in our sole discretion, acting reasonably, decide to cancel the FX Conversion or Payment, or delay the FX Conversion or Payment by rolling it over to the next Settlement Date or Payment Date (as applicable), due to reasons outside of our control such as:

(a) failure of conversion in the sell currency by the Customer to Airwallex on any FX Conversion; or

(b) failure of Payment in the Payment currency by the Customer to Airwallex on any Payment.

11.10 Transaction limits. We may apply limits to the amount of any one or a series of Payments, and we will tell you if we do so. For example, we may apply limits if you ask us to or if we reasonably think it would help manage the risk of fraud in a proportionate way.

11.11 Right of rejection. We reserve the right to withhold, reject, or delay any transaction in order to comply with Applicable Law. We may not accept your instructions for a Payment or FX Conversion if:

(a) no valid exchange rates are available from our correspondent banking partners, liquidity providers, or other financial institutions;

(b) any relevant anti-money laundering or counter financing of terrorism conversion limits are exceeded; or

(c) you have not complied with your obligations under these terms including the Acceptable Use Policy.

11.12 Obligation to repay. You cannot have a negative balance in your Wallet. If any transactions or charges (including any chargeback, reversal of a transaction, or deduction of fees) take your Wallet below zero, you must immediately repay the amount owing to us, without requiring notice from us to do so. If you do not, we may suspend use of your Wallet or refuse to provide the Services to you. We may also take reasonable steps to recover any amount owing to us (such as taking legal action or using debt collection services) and charge you for the cost of these services.

11.13 We can deduct funds from your Wallet if you owe us money, including the Service Fees. You authorise us to deduct the Service Fees and any other amounts that you owe us from time to time from the funds in your Wallet. If you do not have enough funds in your Wallet to cover these amounts, we will not accept or process your instructions and may refuse to provide the Services to you. We may also, at your cost, take reasonable steps to recover the amount owing (such as taking legal action or using debt collection services).

12. SAFETY AND SECURITY

12.1 Keep your Wallet safe. In order to use the Airwallex Platform, you (or your Authorised User) must log in using the unique password and any multiple-factor authentication: for example, we may require your Authorised User to authenticate that they are the Authorised User when logging in to the Airwallex Platform, or for certain transactions made using the Airwallex Platform. You must store all log-in information and passwords to access the Airwallex Platform safely and securely at all times and only allow Authorised Users to access the Services.

12.2 Contact us if you suspect your Wallet may be compromised. You must contact us immediately by email to [email protected] and change your password if you suspect:

(a) your Wallet, Global Account, or access to the Airwallex Platform or other security credentials are stolen, lost, used without your authorisation or otherwise compromised; or

(b) someone else finds out your log-in information and password for your Wallet.

Any undue delay in notifying us may affect the security of your Wallet, Global Account, or access to the Airwallex Platform and result in you being responsible for financial losses.

12.3 Check the transactions in your Wallet regularly. All of your activity is displayed in the Airwallex Platform. You must contact us immediately by email to [email protected] to report any (i) suspected or actual unauthorised transaction, (ii) incorrectly initiated or executed transactions such as those having not been executed or having been executed late, (iii) certain charges and interest you are liable to pay as a result of such transactions, or (iv) other security concerns regarding the Airwallex Platform. We may be able to refund money you have lost if the transaction is due to our mistake, fraud, or errors with your transaction (see clauses 12.4, 12.7, 12.9 and 12.10). If you do not notify us of any unauthorised or incorrectly initiated or executed transactions or transactions which have not been executed or were executed late or of certain charges and interest you are liable to pay as a result of such transactions, without undue delay, and at the latest within 13 months (or within 3 months if you are a Corporate Customer) of the debit date of the transaction, on becoming aware of any unauthorised or incorrectly executed payment transaction, you may lose the right to have the matter corrected or money refunded. You also may not be able to claim a refund if:

(a) you have breached these terms;

(b) you gave us incorrect instructions for the transaction (we may reasonably assist you to recover the funds, where possible, but do not guarantee that this would be successful); or

(c) you are a Corporate Customer and any losses are not the direct result of our act or omission.

12.4 Unauthorised transactions. We will refund you as soon as practicable, and, except as permitted under Title 7b of Section 7 DCC, in any event no later than the end of the business day following the day on which we become aware of the unauthorised transaction, for an unauthorised transaction and restore you to the position you would have been in had the unauthorised transaction not taken place, subject to the following:

(a) where the Services, your Wallet, Global Account, or any log-in information and passwords are used without your authorisation you will be liable for any losses arising out of that unauthorised transaction if we believe you should have been aware of the unauthorised use;

(b) if you do not promptly notify us of security issues:

(i) in line with the timeframes of clause 12.3, you will be liable for any losses you incur up to the time that you notify us; and

(ii) within 13 months from the date of the Payment (or within 3 months if you are a Corporate Customer), we will have no liability for the unauthorised transaction;

(c) if we find that you or your Authorised Users, or anyone else acting on your behalf, has acted fraudulently (or, if you are a Corporate Customer, recklessly) we will not refund you in any circumstances;

(d) you will be solely liable for all losses if you have (i) acted fraudulently, (ii) with intent or gross negligence compromised the security of your Wallet or the Airwallex Platform or (iii) if you are a Corporate Customer, failed to, or if you are a Consumer, with intent or gross negligence failed to, comply with your obligations to use them in accordance with these terms, and to take all reasonable steps to keep all log-in information and passwords confidential and secure;

(e) provided we are able to provide a refund in accordance with Applicable Law; and

(f) if you gave us incorrect instructions for the Payment, we may reasonably assist you to recover the funds, where possible, but do not guarantee that this would be successful.

12.5 Where we refund you for an unauthorised transaction we will credit value date your balance no later than the date on which the amount of the unauthorised payment transaction was debited.

12.6 Where we refund you for an unauthorised transaction but subsequently find that you did not comply with your obligations under this clause 12, you must reimburse us for the value of the unauthorised transaction.

12.7 Non-execution or defective execution of transactions. Unless we can prove that the payment service provider of the recipient has received the amount of your Payment on time, we will be liable to you and will – without undue delay – refund your Wallet(the credit value date being no later than the date on which the amount was debited) with the amount of the non-executed or defective Payment. Where applicable, we will then restore you to the position you would have been in had the defective Payment not taken place. Upon request, we will immediately – without charge – make efforts to trace any non-executed or defectively executed Payment and will notify you of the outcome.

12.8 Late execution of transactions. Unless we can prove that the payment service provider of the recipient has received the amount of your Payment on time we will be liable to you. Where a Payment is executed late, and this is our fault or if you ask us to, we will request the payment service provider of the recipient of your Payment to ensure that the credit value date for the recipient's account is no later than the date the amount would have been value dated if the transaction has been executed correctly.

12.9 We will refund you any charges for which you are responsible and any interest which you have had to pay as a consequence of the non-execution or defective or late execution of a Payment.

12.10 Where the payment service provider of the recipient is located outside the EEA, clauses 12.7, 12.8 and 12.9 above will not apply to you.

12.11 You acknowledge that:

(a) subject to these terms and provided you are not a Consumer, Airwallex will not be responsible for or otherwise guarantee the performance of any transaction you enter into via the Airwallex Platform;

(b) you must provide or obtain any equipment or telecommunications lines and connections that may be necessary for you to use or connect with the Airwallex Platform;

(c) certain software and equipment you use may not be capable of supporting certain features of the Airwallex Platform;

(d) it is your responsibility to configure and update your information technology, software and equipment in order to access the Services or the Airwallex Platform;

(e) you will be liable for all costs, charges, claims, damages, fees, disbursements, losses, expenses, fines, and liability incurred by Airwallex arising out of:

(i) (where applicable) your incorrect instructions, overpayment, payment error, or other invalid payment you cause;

(ii) any error, default, gross negligence, misconduct, or fraud by you, your employees, directors, officers, or representatives, or anyone acting on your behalf; and

(iii) any costs, charges, claims, damages, fees, disbursements, losses, expenses, fines and liability incurred by Airwallex in respect of a failure by you to comply with these terms.

12.12 If you are a Consumer, clause 12.11(e) does not apply. However, you may be liable for our reasonable costs in the circumstances set out in clause 12.11(e) (i) to (iii).

13. SERVICE FEES

13.1 You will pay us the Service Fees for the Services, which are set out in the fees table available on www.airwallex.com (which forms part of these terms) or as otherwise agreed in writing with us.

13.2 Tax. All amounts payable to us under these terms:

(a) are exclusive of all taxes and similar fees now in force or enacted in the future, all of which you will be responsible for and will pay in full;

(b) will be paid in full without any set-off, counterclaim, deduction or withholding unless prohibited by Applicable Law. If the Customer is obliged by Applicable Law to deduct withholding tax from any payment:

(i) it will promptly notify Airwallex of the requirement;

(ii) the Parties will make all necessary filings in order to ensure the provisions of any applicable tax treaty applies to the payment;

(iii) the Customer will pay to Airwallex such additional amount as will result in the receipt by Airwallex of the full amount which would otherwise have been receivable had no withholding or deduction been payable;

(iv) the Customer will pay to the relevant authorities the full amount required to be deducted or withheld when due; and

(v) the Customer will promptly forward to Airwallex an official receipt (or a certified copy), or other documentation reasonably acceptable to Airwallex, evidencing payment to such authorities.

14.1 Licence. We grant you a personal, revocable, non-transferable, non-sublicensable and non-exclusive licence to access and use the Airwallex Platform via any supported web browser for the management of our Services provided you comply with these terms.

14.2 Ownership. As between you and us, we own all Intellectual Property Rights in and to the Airwallex Platform and its proprietary technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, and derivative work thereof. These terms do not transfer from Airwallex to the Customer any ownership rights in the Airwallex Platform, and its proprietary technology.

14.3 Restriction on use. You do not have any right to our Services, including the Airwallex Platform, other than the right to use them in accordance with the licence granted in clause 14.1. Except as allowed by law or by Airwallex, you cannot use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of our Airwallex Platform, Services, or included software. You will not allow any unauthorised person to access or use the Airwallex Platform, or trade on the Airwallex Platform for speculative purposes. You also cannot reverse engineer, decompile, disassemble or attempt to extract the source code of the Airwallex Platform or software.

14.4 Customer Data. You grant Airwallex a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable to any Group Company, third party supplier and outsourcer, licence to use your proprietary business and customer data, as well as details of your transactions transmitted via the Airwallex Platform (‘Customer Data’), for the purposes of operating the Airwallex Platform, providing the Services, and fulfilling Airwallex’s rights and discharging its obligations under these terms. You are solely responsible for the quality, accuracy, and completeness of any Customer Data transmitted via the Airwallex Platform.

14.5 Other people’s rights. You cannot use our Services, including the Airwallex Platform, in any way that infringes or violates our or anyone else’s copyright, trade mark or other intellectual property rights or otherwise breaks any Applicable Law. The Airwallex Platform may display content that we do not own and we are not responsible for. You may not use content from any of our Services, including the Airwallex Platform, unless you get permission beforehand from us or the owner of the content, or you are permitted by law.

14.6 Airwallex compensation. If a third party alleges that authorised use of the Airwallex Platform as permitted by these terms infringes any Dutch Intellectual Property Rights then Airwallex will:

(a) at its own expense defend you or, at Airwallex’s option, settle any claim or action brought against you (‘Claim’) and will be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim, and clauses 18.4 to 18.5 will apply accordingly; and

(b) if the quiet enjoyment of the Airwallex Platform is prevented as soon as reasonably practicable secure the right for you to continue using the Airwallex Platform or replace or modify the Airwallex Platform to make it non-infringing (without degrading its performance or quality).

14.7 Clause 14.6 will not apply where the Claim is attributable to:

(a) any Customer Data;

(b) any modification of the Airwallex Platform, other than by or on behalf of Airwallex;

(c) your possession or use of the Airwallex Platform (or any part of it):

(i) other than in accordance with these terms; or

(ii) in combination with any other products, services, or materials if the Airwallex Platform would not be infringing without such combination;

(d) use of a non-current release of the Airwallex Platform; or

(e) compliance with your specifications or instructions.

14.8 Promotion. You agree that we may include and use your company name, logos, trade name, trademarks and general business information in our promotional and marketing materials for our Services and on our website. You may at any time and upon reasonable notice request in writing that we stop using your company name, logos, trade name, trademarks and general business information for these purposes.

15. CONFIDENTIAL INFORMATION

15.1 Each Party will provide to the other Party on request such information regarding its financial and business affairs and/or identity, as such Party may reasonably require (including without limitation any information required for a Party to be able to comply with its obligations under Applicable Law).

15.2 Each Party acknowledges that it will have access to Confidential Information belonging to the other Party. Confidential Information will include all information that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. For Airwallex, Confidential Information includes information about the Airwallex Platform and its proprietary technology. For the Customer, Confidential Information includes Customer Data.

15.3 Each Party agrees that it:

(a) will not use Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted by, or as required to perform its obligations under, these terms;

(b) will not disclose any of the other Party’s Confidential Information to any third party except as required: by law or any authority of competent jurisdiction; to that Party’s attorneys, accountants and other advisors as reasonably necessary; or for the purposes of defending itself in relation to actual or threatened proceedings;

(c) will, in each of the cases set out in clause 15.3(b), give the disclosing party reasonable formal written notice (provided that this is not in contravention of Applicable Law) prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order; and use reasonable endeavours to obtain prior to the disclosure written assurance from the applicable entity that it will keep the Confidential Information confidential; and

(d) will take reasonable precautions to protect the confidentiality of such information, at least as stringent as those taken to protect its own Confidential Information.

15.4 In addition, each Party may reveal the other Party’s Confidential Information only to its agents, representatives and employees who have a ‘need to know’ such information in connection with these terms, and are informed of the confidential nature of such Confidential Information and agree to act in accordance with the terms and conditions of this clause 15. Each Party will remain liable for any disclosure of Confidential Information by its agents, representatives and employees as if it had made such disclosure.

15.5 Each Party agrees that this clause 15 will survive any expiration or termination of these terms.

16. PERSONAL DATA

16.1 The Parties acknowledge and agree that they each act as data controllers in relation to the personal data they process in the performance of these terms. Each Party agrees to comply with its respective obligations under applicable Data Protection Legislation.

16.2 The Customer will ensure that any personal data that is transferred to Airwallex is transferred by a method and means that is secure and compliant with Data Protection Legislation.

16.3 The Customer warrants that it has the legal right to disclose all personal data that it does in fact disclose to Airwallex under or in connection with these terms. The Customer acknowledges and agrees that in the event Airwallex processes any personal data on its behalf, the Customer, if required by Applicable Law or applicable Data Protection Legislation, will inform the applicable third parties of any such processing and serving of personal data by Airwallex and will ensure that such third parties have given any required consents.

16.4 The Customer shares personal data with Airwallex and authorises Airwallex to collect, use, store or otherwise process such personal data for the following ‘Agreed Purposes’, to enable Airwallex to:

(a) provide the Services and manage Airwallex’s relationship with the Customer;

(b) comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks; and

(c) comply with these terms and the Privacy Policy.

16.5 The categories of data subjects may include the following where they are a natural person: the Customer, the directors and ultimate beneficial owner(s) of the Customer, the Customer’s customers, employees and contractors, payers and payees. The Customer may share with Airwallex some of all of the following types of personal data regarding data subjects:

(a) full name;

(b) email address;

(c) phone number and other contact information;

(d) date of birth;

(e) nationality;

(f) public information about the data subject;

(g) other relevant verification or due diligence documentation as required under clause 6;

(h) any other data that is necessary or relevant to carry out the Agreed Purposes.

16.6 Neither Party will knowingly perform its obligations under these terms in a way that causes the other Party to breach applicable Data Protection Legislation. Neither Party will be responsible for any consequences resulting from the other Party’s failure to comply with applicable Data Protection Legislation in relation to personal data that it shares.

16.7 Each Party will:

(a) process the personal data fairly and lawfully and ensure it has legitimate grounds under Data Protection Legislation for such processing;

(b) obtain and maintain all appropriate registrations required under Data Protection Legislation to allow it to use the personal data in accordance with these terms;

(c) ensure appropriate technical and organisational security measures are in place to protect personal data under its control;

(d) ensure that all personnel who have access to and/or process the personal data are obliged to keep it confidential;

(e) transfer personal data between jurisdictions only where it has taken appropriate measures to make such a transfer lawful under Data Protection Legislation;

(f) notify the other Party promptly (and in any event within 24 hours) if it receives any request, complaint or other communication from a data subject or a Regulatory Body that is addressed to or intended for the other Party; and

(g) notify the other Party promptly (and in any event within 24 hours) if it becomes aware of a personal data breach that is directly relevant to the other Party.

16.8 Each Party will be responsible for responding to requests from Regulatory Bodies (such as data protection supervisory authorities) or individuals exercising their rights under applicable Data Protection Legislation. Each Party will provide the other with reasonable cooperation and assistance to comply with all obligations imposed on a controller by the Data Protection Legislation and any relevant Applicable Law, including:

(a) dealing with and responding to any communications from data subjects;

(b) dealing with, mitigating and responding to any breach of personal data; and

(c) with respect to security, impact assessments and consultations with supervisory authorities or Regulatory Bodies.

16.9 On termination of these terms, or once processing of any personal data is no longer necessary to carry out the Agreed Purposes, each Party will securely dispose of any such personal data in its possession in conjunction with all relevant retention periods under Applicable Law.

17. LIMITATION OF LIABILITY

17.1 This clause applies to you only if you are a Corporate Customer.

17.2 Nothing in these terms excludes or limits either Party’s liability where it would be unlawful to do so or contrary to any other provision in these terms. This includes a Party’s liability for:

(a) death or personal injury resulting from its negligence;

(b) its own gross negligence (bewuste roekeloosheid) or wilful misconduct (opzet);

(c) fraud or fraudulent misrepresentation; or

(d) all sums properly due and payable under these terms.

17.3 Direct Losses will be recoverable under these terms. However, save as otherwise stated in these terms, neither Party will be liable for any Indirect or Consequential Losses.

17.4 We will not be liable to you for:

(a) any loss outside of our direct control that arises from the negligence, fraud or wilful misconduct or the insolvency of any third party correspondent bank, liquidity provider, or other financial institution who is part of the payment network used to provide the Services;

(b) the non-execution, or defective execution, of a payment if any information you provide in your instructions is incorrect;

(c) errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.

In the case of (b) or (c), we will make reasonable efforts to recover the funds involved in the payment. You will be responsible for all costs incurred by us as part of any such recovery attempt, even if we are unable to successfully recover the funds.

17.5 Save as set out in clause 17.6, Airwallex’s total aggregate liability to you for all Actions arising under these terms will not exceed the total amount of Service Fees paid by you to Airwallex during the one (1) year period prior to the date the liability first arose.

17.6 Airwallex’s maximum liability for an FX Conversion, whether arising in contract, tort or otherwise, will in no circumstances exceed an amount equal to the currency sold by Airwallex under that FX Conversion.

17.7 Damages alone may not be an adequate remedy for breach and accordingly either Party will be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach.

17.8 Each Party agrees to use reasonable endeavours to mitigate any loss in respect of which it is indemnified under these terms.

18. INDEMNITY

18.1 This clause applies to you only if you are a Corporate Customer.

18.2 Customer’s indemnity. You agree to indemnify us against all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by us in connection with or as a result of:

(a) your breach of these terms, failure to comply with Applicable Law, or your use or misuse of our Services;

(b) a third party alleging that our use of the Customer Data as permitted by these terms infringes any Intellectual Property Rights;

(c) any of your Payments or FX Conversions, including us acting on any of your instructions which we reasonably believe to have been made by you or your Authorised User; or

(d) the closure or cancellation of all or any part of an FX Conversion or Payment before its Settlement Date or Payment Date, including if we have to do so due to you failing to provide funds for the FX Conversion or Payment.

18.3 This clause 18.3 and clauses 18.4 and 18.5 apply in respect of the obligations in this clause 18, clause 14.6 and clause 23. If a Party becomes aware of any claim or proceeding which might lead to a claim under this clause 18, clause 14.6 or clause 23 (each, a ‘Third Party Claim’), the Party will promptly notify the other Party in writing and, subject to the other Party complying at all times with clause 18.4, the first Party will:

(a) allow the other Party to control the defence of such Third Party Claim; and

(b) at the request and expense of the other Party, provide reasonable assistance for the other Party to defend any such Third Party Claim.

18.4 If the other Party assumes the defence of a Third Party Claim, the other Party will:

(a) promptly notify the first Party that it has assumed such defence;

(b) at all times have regard for the interests and reputation of the first Party and comply with all applicable court rules in the defence of such Third Party Claim;

(c) consult and keep the first Party informed, in relation to any negotiations, settlement or litigation; and

(d) not, without the prior written consent of the first Party, enter into any settlement or compromise of the Third Party Claim that involves a remedy other than the payment of money.

18.5 If the other Party does not assume the defence of a Third Party Claim in accordance with clause 18.4 within 14 (fourteen) days of being notified in writing of that Third Party Claim, the first Party, or a Person designated by the first Party, may defend the Third Party Claim in such manner as it may deem appropriate, and the other Party will indemnify the first Party in relation to all costs, claims and liabilities incurred by the first Party in relation to such Third Party Claim.

19. CANCELLATION

19.1 This clause applies to you only if you are a Consumer.

19.2 You may cancel these terms for any reason within 14 days beginning with the day after the day on which these terms are concluded. These terms will terminate at the time you give us notice of cancellation.

19.3 If you cancel these terms in accordance with this clause we will refund any sum paid by or behalf by you under these terms, less any charge for any services we have actually already provided to you upon your request prior to your cancellation.

19.4 If you wish to cancel these terms, you can do so by notifying us in writing by:

(a) emailing us at: [email protected]; or

(b) sending mail to us at: Vijzelstraat 68, 1017HL Amsterdam, the Netherlands.

20. TERMINATION AND SUSPENSION

20.1 Stopping Services or closing your Wallet. You can stop using any part of the Services, or close your Wallet and stop using all Services and terminate (opzeggen) these terms at any time, by giving us thirty (30) days’ prior written notice.

20.2 Airwallex’s rights to suspend or terminate. We may terminate (opzeggen) these terms at any time by giving you two months’ prior written notice that we are closing your Wallet and ending the provision of the Services. In addition, we may without notice immediately suspend or terminate (opzeggen of ontbinden) all or any part of these terms or any of the Services, or block any transactions, if:

(a) we suspect criminal activity on your Wallet, that your Wallet is being used fraudulently, or we reasonably believe you have fraudulently requested a refund for an unauthorised transaction;

(b) we reasonably believe you are in breach of Applicable Law;

(c) we are legally required to do so, including by any relevant Regulatory Body;

(d) you have materially broken these terms or gone over any applicable limits or restrictions in the Acceptable Use Policy;

(e) you have given us false or inaccurate information, or we have been unable to verify any information you have provided.

20.3 If you are a Corporate Customer, we may also without notice immediately suspend or terminate (opzeggen of ontbinden) all or part of these terms or any of the Services, or block any transactions, if:

(a) you notify us, or we suspect or identify, any suspected or actual unauthorised transactions;

(b) you have been abusive to anyone at Airwallex;

(c) we have reasonable concerns about the security, or unauthorised use, of the Airwallex Platform, your Wallet or the Global Account;

(d) your Wallet has a negative balance and you haven’t promptly repaid the amount owing to us;

(e) one of our banking partners, or other service provider necessary for us to provide the Services, requires us to do so; or

(f) you do not use your Wallet for 12 months and it becomes inactive. If you have electronic money in your Wallet, you can withdraw these funds within one year after we have closed your Wallet. If you do not withdraw these funds, we will transfer these funds to the SEPA bank account you last notified to us. If we are unable to do so we will maintain your Wallet for a reasonable period and use reasonable endeavours to refund the funds to you during this period. After this period, we will use such funds at our reasonable discretion.

20.4 Where there are exceptional circumstances, such as where you have given us false information or have otherwise acted dishonestly in your dealings with us or you use the Services illegally or fraudulently, or we are otherwise entitled to our required to do so under Applicable Law, we may immediately suspend or terminate (opzeggen of ontbinden) all or part of these terms or any of the Services, or block any transactions.

20.5 We may also block any transaction if your instructions are unclear, incomplete or contain an error.

20.6 We will give you notice of suspension where possible. We will give you notice of any suspension and the reasons for such suspension as soon as we can, either before the suspension is put in place, or immediately after, unless it would compromise our reasonable security measures or otherwise be unlawful. We will lift the suspension as soon as practicable after the reasons for the suspension have ceased to exist.

20.7 Immediate termination. Where you are a Corporate Customer, without affecting any other right or remedy available to it, either Party may terminate (opzeggen of ontbinden) these terms immediately on written notice to the other Party and without liability to the other Party:

(a) if the other Party:

(i) commits a material breach of these terms, and, in the case of a breach capable of remedy, fails to remedy such breach within thirty (30) days after receiving formal written notice to do so; or

(ii) commits a series of breaches of these terms which when taken together have the impact or effect of, or otherwise amount to, a material breach;

(iii) becomes subject to an Insolvency Event;

(b) if the Party reasonably determines that it has become unlawful to perform its obligations under these terms; or

(c) in the event of a Force Majeure Event that has the effect of preventing the other Party from performing any of its obligations under these terms for a period exceeding one (1) month.

20.8 On termination you will need to repay any money you owe us. In the circumstances set out in clauses 20.2, 20.3 or 20.6 we may charge you for any reasonable costs, expenses and losses we incur (including costs due to FX difference or any action we may take to cover or reduce the exposure).

20.9 Withdraw your funds. After you have repaid any money you owe us, if you still have funds in your Wallet at the time these terms or the Services are terminated, you should withdraw those funds either before the Wallet is closed, or within one year following its closure. If you have not withdrawn the funds within one year after your Wallet has been closed, we will transfer any remaining funds to the SEPA bank account you last notified to us. If we are unable to do so, we will maintain your Wallet for a reasonable period and use reasonable endeavours to refund the funds to you during this period. After this period, we will use such funds at our reasonable discretion.

20.10 Effect of termination. On termination of these terms:

(a) you will not be able to use the Airwallex Platform. All rights granted to you under these terms will cease;

(b) you must immediately return or delete copies of any documentation, notes and other materials comprising or regarding the Airwallex Platform;

(c) all of your payment obligations under these terms for Services provided through to the effective date of termination will immediately become due and payable;

(d) each Party will return or delete all Confidential Information of the other Party in its possession within thirty (30) days of the termination of these terms, and will not make or retain any copies of such Confidential Information except as necessary to comply with Applicable Law; and

(e) any provision that expressly or by implication has effect after termination will continue in full force and effect.

20.11 The termination rights set forth in these terms apply in lieu of any termination rights available under Applicable Law.

21. SERVICE PROVIDERS

21.1 You acknowledge and agree that:

(a) we may work with third parties (including any other Group Company of Airwallex) to provide the Services;

(b) if you are not a Consumer, and if you receive information from us regarding, or provided by, such third parties, you will not rely on such information and will not make any claims against us or the third party in relation to such information. If you are not a Consumer, you agree that you bear all risk and responsibility if you choose to rely on such information in contravention of this clause;

(c) if you are a Consumer, and if you receive information from us provided by such third parties, you will not rely on such information and will not make any claims against us in relation to such information, unless we have expressly agreed that we are responsible for the accuracy of such information.

21.2 If we use a third party to provide the Services, you acknowledge that the Services are provided by Airwallex to you and not by the third party, unless any Additional Terms for the use of a Service or feature of a Service specifically provide otherwise in writing.

21.3 If we use a third party to provide the Services, we will ensure that the third party complies with Data Protection Legislation relating to the processing of personal data pursuant to clause 16 of these terms.

22. REPRESENTATIONS AND WARRANTIES

22.1 Airwallex warranties. We represent and warrant that:

(a) we have the right, power and authority to enter into these terms and to perform all of our obligations under it;

(b) the Services and the Airwallex Platform will be provided in accordance with generally accepted industry standards;

(c) we have used, and will continue to use, reasonable commercial efforts to provide the Services.

22.2 Disclaimer. Except as expressly stated in these terms, all warranties, conditions and terms, whether express or implied by statute, law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement) are excluded to the fullest extent permitted by law. We do not make any commitments about the content or data within the Airwallex Platform, the specific functions of the Airwallex Platform or its accuracy, reliability, availability or ability to meet your needs. We cannot guarantee that the Airwallex Platform will operate uninterrupted or error-free, that it will always be available, that the information it contains is current or up-to-date, that it will be free from bugs or viruses, or never be faulty. Occasionally we may have to interrupt your use of the Airwallex Platform. In such a case we will restore access as quickly as practicable. Nothing in this agreement excludes our liability for death or personal injury or any other liability that cannot be excluded by law caused by an act or omission by us.

This clause 22.2 does not apply to you if you are a Consumer.

22.3 Customer warranties. If you are not a Consumer, you represent and warrant to us that you:

(a) will comply with these terms and all Applicable Law regarding your use of the Services, the Airwallex Platform and Customer Data;

(b) have the right, power and authority to enter into these terms and to perform all of your obligations under it;

(c) have the valid right to grant to us the rights as defined in these terms without violating any Applicable Law or the proprietary rights of any third party;

(d) will provide us with accurate, up-to-date and complete Customer Data at all times, pursuant to clause 6 of these terms;

(e) will pay all sums to us free and clear of any claims, encumbrances or any other interest of any third person;

(f) will use the Services and the Airwallex Platform only for lawful purposes;

(g) are not a Consumer; and

(h) if you are an individual, you are 18 years of age or older.

If you are a Consumer, you represent and warrant to us that you:

(a) will comply with these terms and all Applicable Law regarding your use of the Services and the Airwallex Platform;

(b) have the right, power and authority to enter into these terms and to perform all of your obligations under it;

(c) have the valid right to grant to us the rights as defined in these terms without violating any Applicable Law or the proprietary rights of any third party;

(d) will pay all sums to us free and clear of any claims, encumbrances or any other interest of any third person;

(e) will use the Services and the Airwallex Platform only for lawful purposes; and

(f) are 18 years of age or older.

22.4 Customer conduct. You are solely responsible for any use of the Wallet, Global Account, and other features of the Airwallex Platform, including the content of any data or transmissions you execute through the Platform yourself, or by any Authorised User you permit to access the Platform. You will use all reasonable endeavours to ensure that no unauthorised person will or could access the Wallet, Global Account or other features of the Airwallex Platform. You will not interfere with, disrupt, or cause any damage to other users of the Airwallex Platform or Services.

22.5 You must not misuse the Airwallex Platform. You cannot:

(a) access the Airwallex Platform using a method other than the Airwallex APIs or Webapp, for example you cannot use automated means (including harvesting bots, robots, spiders, or scrapers) without our permission;

(b) do anything that may disrupt, disable, overburden, or damage the Airwallex Platform, such as a denial of service attack; and

(c) cause viruses or other malicious code to interfere with the use of the Airwallex Platform.

23. ANTI-BRIBERY

23.1 Each Party will (and will ensure that any person it uses for the performance of its obligations under or in connection with these terms, including, employees, agents, consultants and subcontractors will):

(a) comply with all national and international Applicable Law relating to sanctions, bribery and corruption including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act and the Dutch Applicable law, including, the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977) and the Dutch Criminal Code (Wetboek van Strafrecht) and any laws and rules based on the OECD treaty (‘ABC Legislation’);

(b) not do or omit to do anything likely to cause the other Party to be in breach of any such ABC Legislation;

(c) not give or receive any bribes, including in relation to any public official;

(d) maintain throughout the term a programme designed to ensure compliance with ABC Legislation, including an education and training programme and measures reasonably calculated to prevent and detect violations of ABC Legislation;

(e) if requested, and at the other Party’s reasonable cost, provide the other Party with sufficient reasonable assistance to enable the other Party to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation; and

(f) promptly notify the other Party of any allegation of sanctions violation, fraud, bribery or corrupt or unlawful practices made against it in court, arbitration or administrative proceedings, or any investigation commenced in respect of the same.

23.2 If you are not a Consumer, each Party will indemnify the other Party against all liabilities, losses, and expenses which they have suffered as a result of a breach of this clause 23 by the Party.

24. MARKET DISRUPTION, ERRORS & FORCE MAJEURE

24.1 Force majeure. Neither Party will be responsible for any failure to fulfil any obligation for so long as, and to the extent to which, the fulfilment of such obligation is impeded by a Force Majeure Event. The Party subject to the Force Majeure Event will:

(a) promptly notify the other Party of any circumstances which may result in failure to perform its obligations; and

(b) use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.

24.2 Market Disruption. If in our reasonable opinion a Market Disruption occurs after we have provided you with an FX Exchange Rate, in relation to all or certain currency pairs affected by the Market Disruption, until we reasonably determine the period of Market Disruption has ended we may revise any FX Exchange Rate, or any rate or margin component of any FX Exchange Rate, with immediate effect.

24.3 Error. If an FX Conversion is executed at an FX Exchange Rate that clearly and materially deviates from the market price, you must not rely on such obvious error. In such cases, we may declare that the FX Conversion is not binding: you will need to return to us any amounts made under the FX Conversion and we will reprocess such FX Conversion at the correct rate.

24.4 This clause 24 does not limit or otherwise affect your obligation to pay any fees or other charges or amounts due under these terms.

25. GENERAL

25.1 Entire Agreement. Unless you are a Consumer, these terms represents the entire agreement between the Parties and supersedes and extinguishes all previous agreements, representations, promises, and statements between us, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into these terms it does not rely on, and will have no remedy in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.

25.2 Complaints. Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. A copy of our complaints procedure is available upon request. If you are not satisfied with the decision in our final response, you may be able to refer your complaint to The Financial Services Complaints Tribunal (Klachteninstituut Financiële Dienstverlening, KIFID). The eligibility criteria and the procedures involved are available from KIFID Den Haag Postbus 93257 2509 The Hague, The Netherlands and on their website at:Error! Hyperlink reference not valid.. Alternatively, you may be able to submit your complaint via the European Commission’s Online Dispute Resolution platform, which can be found at http://ec.europa.eu/consumers/odr/.

25.3 Notices. All notices, demands and other communications provided for or permitted under these terms will be made in writing to the Parties at their registered addresses (or if you are a Consumer at the address you provided to us in accordance with clause 2.3 above) and will be sent by:

(a) registered or certified first-class mail, return receipt requested;

(b) email;

(c) courier or overnight service or personal delivery,

and will be deemed received upon delivery, or, in the case of email, upon receipt of a delivery receipt.

25.4 Relationship. Nothing in these terms will be construed as creating a partnership or joint venture between the Parties, constitute any Party the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

25.5 Assignment. You cannot assign these terms, in whole or in part, without our prior written consent. This provision has proprietary effect (goederenrechtelijk effect). Any attempt to do so will be void and also constitute a material breach of these terms. We may assign these terms, in whole or in part, or subcontract our obligations under it, without your consent. If you are a Consumer, we will ensure that such assignment does not prejudice your rights under these terms in any way.

25.6 Waiver. No failure or delay by a Party to exercise any right or remedy provided under these terms or by law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.

25.7 Severability. If any provision of these terms is determined to be invalid, unenforceable or illegal by any court of competent jurisdiction, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

25.8 Non-Solicitation. Neither Party will (except with the prior written consent of the other Party) during the term of these terms and for a period of one (1) year after termination solicit the services of any staff of the other Party who have been engaged in the performance or management of the other Party’s obligations under these terms other than by means of a public recruitment campaign not specifically targeted at any staff of the other Party.

25.9 Third party rights. These terms are made specifically between and for the benefit of the Parties and are not intended to be for the benefit of, and will not be enforceable by, any person who is not named at the date of these terms as a Party to them. Neither Party may declare itself a trustee of the rights under it for the benefit of any third party.

25.10 Set-off. We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through a Global Account.

25.11 Order of payments. We may determine the order of transactions we process with respect to your account, subject to any requirements at law. For example, if you have given us one or more payment instructions without a sufficient balance in the Wallet, we may use any funds we subsequently receive for the purposes of one or more of those payment instructions at our discretion, unless we accept instructions from you otherwise.

25.12 Other languages. These terms are made in the English language. They may be translated into other languages for convenience only and in such cases the English language version will apply.

25.13 Governing law. These terms will be governed by and construed in accordance with the laws of the Netherlands. Each Party irrevocably submits to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands, over any dispute, controversy or claim (including non-contractual claims) arising under or in connection with these terms.

26. DEFINITIONS & INTERPRETATION

26.1 In these terms, the following definitions apply:

Actions means any action, claim, demand or proceeding, in respect of any loss, damage, costs, fines, expenses and other liabilities of whatever nature (whether foreseeable or contingent and whether relating to a third-party claim), including in relation to any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or other head of claim and however suffered, incurred or sustained.

Additional Cardholder has the meaning given in the Card Supplement.

Additional Terms means any additional terms of use applicable to the use of our Services found on our website www.airwallex.com including, but not limited to, any specific terms applicable to the use of a Service in a particular region.

Airwallex API means the technical interface setting out the protocols and specifications required to effect an integration of the Customer’s technical systems with the Airwallex Platform for Authorised Users to use the Services.

Airwallex Platform or Platform means the proprietary technology and associated products (including but not limited to those found on the Webapp and through an Airwallex API) devised by Airwallex to provide customers with Services including access to the Wallet and Global Account.

Airwallex Profile means the electronic information profile that records your business details and that is used to log into and use the Airwallex Platform.

API Documentation means the documentation and guidelines applicable to the Airwallex APIs found on our website www.airwallex.com.

Applicable Law means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant Regulatory Body applicable to the activities undertaken or procured by the Parties under these terms, as interpreted by taking into account any code of practice or guidance issued by any Regulatory Body with which reputable financial institutions in the Netherlands are required or accustomed to comply.

Base Currency means Euro.

Business Day means any day (other than a Saturday, Sunday or public holiday in the Netherlands) when banks are open for business in Amsterdam.

Card means the ‘Visa Commercial Card’ or similarly named payment instrument issued by Airwallex to you or any of your Additional Cardholders which can be used as a means of making Payment using the balance of your Wallet on the terms set out in these terms and the Card Supplement. The Card may be issued as a physical card or virtual card.

Card Supplement means the ‘Visa Card Supplement’.

Collection Services means the services provided by Airwallex to you under these terms relating to the collection of funds in a Supported Currency via a Global Account.

Confidential Information means and includes all confidential information, whether verbal or written: (i) concerning the business and affairs of a Party, that a Party obtains or receives from the other Party; or (ii) which arises out of the performance of any obligations under these terms. Confidential Information does not include information which is: (a) known by the receiving party without restriction in relation to disclosure prior to receipt from the disclosing party; (b) received from a third party who lawfully acquired it and who was under no obligation restricting its disclosure; (c) approved in writing for release from these terms by the disclosing party; (d) available in the public domain other than by breach of these terms; or (e) independently developed without access to any Confidential Information disclosed by the disclosing party.

Confirmation means Airwallex’s response and confirmation to your instructions to us for an FX Conversion, a Payment, or both.

Consumer means an individual who, in contracts for payment services to which the Title 7b of Section 7 DCC applies, is acting for purposes other than a trade, business or profession.

Customer Margin means the amount specified as such in the Airwallex Platform that applies to you, or any other percentage or amount that we may notify you in writing from time to time.

Data Protection Legislation means applicable privacy and data protection laws including the General Data Protection Regulation (EU) 2016/679) (Algemene verordening gegevensbescherming)and any applicable national implementing laws, regulations and secondary legislation in the Netherlands relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Dutch GDPR implementation act (Uitvoeringswet Algemene verordening gegevensbescherming). The terms personal data, data subject, data controller, processor, process and processing will have the meaning set out in the Data Protection Legislation.

DCC means Dutch Civil Code (Burgerlijk Wetboek).

Direct Losses means, in respect of any breach, those losses that the breaching Party knew, or a reasonable person in the breaching Party’s position ought reasonably to have known, either: (i) at the time of entering into these terms; or (ii) at the time of the breach, were reasonably probable to result from the breach. For the avoidance of doubt, the following will not be Direct Losses: loss of goodwill, business, profit, operation time, reputation or opportunity; or corruption or loss of data or information; or loss of income or anticipated savings, business interruption, or damage or loss as a result of claims from your customers or suppliers, even if the breaching Party was aware or ought reasonably to have been aware of the possibility that such loss or damage could occur.Force Majeure Event means an event beyond a Party's reasonable control including: strikes, lock-outs, labour troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that Party); interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; the imposition of a sanction, embargo or breaking off of diplomatic relations; or any change in Applicable Law and any other event that qualifies as force majeure (overmacht) under Dutch law.

Forward Contract means any one or more FX Conversions performed in connection with a Payment, which is physically settled.

FSA means Dutch Financial Supervision Act (Wet op het financieel toezicht).

FX Base Rate means the currency exchange base rate we have specified for an FX Conversion and Settlement Date having regard to the Customer Margin, costs provided by our foreign exchange rate service providers, the interbank exchange rates and relevant market conditions.

FX Conversion refers to an Agreement between the Parties in which one currency is sold or bought against another currency at an agreed exchange rate through the Airwallex Platform.

FX Conversion Services means the services provided by Airwallex under these terms relating to FX Conversion.

FX Exchange Rate means the FX Base Rate plus any other margin that may be applicable to you, including the Customer Margin.

Foundation means Airwallex Netherlands Stichting, a foundation established in accordance with Dutch law with its corporate seat in Amsterdam Vijzelstraat 68, 1017 HL Amsterdam, registered at the chamber of commerce under registration number 78540917, established for the sole purpose of safeguarding third party funds in accordance with Applicable Law

Global Account means the collection account created by Airwallex for your use to receive funds in the Supported Currency for the location in which the Global Account is created.

Group Company means any entity in respect of which a Party or a Party’s ultimate holding company: (i) owns (directly or indirectly) more than fifty (50) percent of the voting rights or issued share capital; or (ii) can ensure that the activities and business of that entity are conducted in accordance with its wishes.

Indirect or Consequential Losses means those losses that are not Direct Losses, including loss of goodwill, business, profit, operation time, reputation or opportunity; or corruption or loss of data or information; or loss of income or anticipated savings, business interruption, or damage or loss as a result of claims from your customers or suppliers, even if the breaching Party was aware or ought reasonably to have been aware of the possibility that such loss or damage could occur.

Insolvency Event means: (i) any procedure commenced with a view to the winding-up or re-organisation of a Party, the preparation of a plan (akkoord) in relation to section 370(2) of the Dutch Bankruptcy Code or the suspension of payments (surseance van betaling); (ii) any step taken or any procedure is commenced with a view to the appointment of a restructuring expert (herstructureringsdeskundige), administrator, receiver, administrative receiver or trustee in bankruptcy in relation to such Party or all or substantially all of its assets; (iii) the holder of any security over all or substantially all of the assets of such Party takes any step to enforce that security; (iv) all or substantially all of the assets of such Party is subject to attachment, sequestration, execution or any similar process; (v) such Party is unable to pay its debts as they fall due; (vi) such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards entering into a composition or arrangement with its creditors or any class of them, including a company voluntary arrangement or a deed of arrangement; or (vii) such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards any analogous procedure under the laws of any jurisdiction to the procedures set out in (i) to (vi) above, and in each case other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party.

Intellectual Property Rights means: (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know-how and other technical information.

Market Disruption means any action, event or circumstance which, as determined by Airwallex in its sole and absolute discretion: (i) has the direct or indirect effect of hindering, limiting or restricting the ability of Airwallex or its Group Companies to obtain a firm quote of an offer price, convert any currency into any other currency, or to transfer any sum to any other country or within the same country; (ii) results in any purchase currency not being available in the interbank foreign exchange market in accordance with normal commercial practice; or (iii) constitutes unusual price volatility in the foreign exchange markets.

Payment means a payment to be made by the Customer to a payee through the Airwallex Platform.

Payment Date means the date nominated by you in your instructions to us, for the Payment to be transferred from Airwallex to the payee. The Payment Date for any transfer must be a Business Day in both countries (i.e. the countries where the Parties are located to transact business).

Payment Services means the services provided by Airwallex to you under these terms relating to the payment of funds in a Supported Currency to a payee via the Wallet.

Regulatory Body means any person or regulatory body concerned with the creation, enforcement or supervision of, or compliance with Applicable Law, including the Authority for the Financial Markets (Autoriteit Financiële Markten), DNB and any regulatory body which replaces it.

Services means the services offered by Airwallex to the Customer under these terms, including Collection Services, FX Conversion Services and Payment Services provided through the Airwallex Platform.

Service Fees means all fees applicable to the use of the Services.

Settlement Cut-Off means the time and date where payment of any monies in cleared funds under these terms is due to Airwallex.

Settlement Date means the date that bought funds in an FX Conversion or Payment are available to the Customer in cleared funds. Settlement Date for any currency pair the Parties elect to transact in must be a Business Day in both countries (i.e. the countries where the Parties are located to transact business).

Supported Currency means, in respect of each feature of a Service, each currency approved by Airwallex from time to time that can be collected, exchanged and/or paid out using that feature through the Airwallex Platform.

User Profile means, with respect to each Authorised User, the electronic profile that records the Authorised User’s details and that is used by them to log into and use the Airwallex Platform on your behalf.

Webapp means the user interface that the Customer and its Authorised Users may use to access the Airwallex Platform and the Services.

26.2 Unless the context otherwise requires:

(a) use of the singular includes the plural and vice versa;

(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

(c) any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms.

26.3 References to the Parties will include any successors, permitted assignees or transferees where permitted by these terms. The word ‘person’ will be deemed to include a body corporate, partnership or unincorporated association. References to any Party indemnifying any person against any costs, claims or liabilities include indemnifying against any and all liabilities, losses and expenses, as well as (to the fullest extent, but only if permitted by Applicable Law) any civil or criminal fines imposed by any relevant Regulatory Body and any reasonably incurred legal fees, costs and expenses.

Online Payments Terms

  1. THESE TERMS

1.1 These Online Payment Terms (these ‘Terms’) constitute a legal agreement which governs the provision of the Services by Airwallex (Netherlands) B.V. (‘Airwallex’, ‘us’, or ‘we’) to the entity or person identified in the Master Services Agreement (‘you’, ‘your’, or “Merchant”). Airwallex and Merchant are each a ‘Party’ and together the ‘Parties’.

1.2 If you receive Services from any additional party, we will provide you with details of those additional parties, each of which shall be deemed to be a party to these Terms.

1.3 You must not access or use the Services unless you agree to abide by all of the terms and conditions in these Terms including any Additional Terms. You must agree to the Payout and FX Terms prior to us being obliged to provide you with the Services under these Terms.

1.4 You agree that the Local Payment Method Terms will apply in relation to any Local Payment Methods in respect of which we allow you to use the Services.

1.5 The Parties agree that the Master Services Agreement (if applicable), the Schedules to these Terms, any Additional Terms and other terms referenced in these Terms are incorporated into and form part of these Terms, in each case, as may be amended, varied, supplemented, modified or novated from time to time.

1.6 Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with this Agreement:

(a) Acceptable Use Policy;

(b) Cookie Policy and Privacy Policy; and

(c) Product Documentation.

For the avoidance of doubt, unless the contrary intention is expressed elsewhere, the above documents do not form part of this Agreement.

1.7 Capitalised terms that are not otherwise defined in these Terms have the meanings given in Schedule 1 (Definitions).

1.8 These Terms shall take effect from the Commencement Date unless and until terminated (opzeggen of ontbinden) by either Party in accordance with Clause 17 or termination of the Master Services Agreement.

1.9 During the term of these Terms, we will provide a copy of these Terms to you upon request.

1.10 You may access the Airwallex Platform through Airwallex APIs as well as the Webapp. However, in order to use our Services, you must first be approved by us. You will need to comply with our Product Documentation and reasonable directions regarding the integration and use of the Airwallex APIs.

2. PAYMENT SERVICES REGULATIONS

2.1 These Terms apply to merchants of any size. However, to the fullest extent permitted by Applicable Law and subject to Clause 2.2, the Merchant:

(a) agrees that articles 7:516, 517, 518, 530(4) of the Dutch Civil Code (‘DCC’) (information requirements for payment services) shall not apply to these Terms;

(b) agrees that the following articles of the DCC: 7:519 and 520(1) (charges), 7:522(3) (withdrawal of consent), 7:527 (evidence on authentication and execution), 7:529 (payer or payee’s liability for unauthorised transactions), 7:530 (refunds for direct debits), 7:531 (requests for direct debit refunds), 7:534 (revocation of a payment order), 7:543 (d_efective execution of payer-initiated transactions_), 7:544 (defective execution of payee-initiated transactions) and 7:545 (liability for charges and interest) shall not apply to these Terms; and

(c) agrees that for the purposes of article 5:526(1) DCC (notification of unauthorised or incorrectly executed payment transactions), the time period for notifying Airwallex of any unauthorised or incorrectly executed payment transaction is 3 months.

2.2 You warrant and represent that you are not a Consumer and hereby acknowledge and agree that you may not continue to use the Services if you become a Consumer at any time.

2.3 You may appoint an ‘Authorised User’ (for example, any of your directors, officers, employees or professional advisors) to access information about the Services under these Terms. You must set up each Authorised User with a User Profile and promptly provide us with the following details of any of your proposed Authorised Users: full name, address and billing address, phone and email address of, and any other contact or identification information of the Authorised User that we may reasonably require. You must inform us promptly if any detail previously provided about an Authorised User changes or is incorrect. You will ensure that your Authorised Users comply with these Terms and in respect of your obligations and liabilities under these Terms and for such purposes any references to ‘you’ shall (where the context requires) be read as including your Authorised Users.

2.4 You may set up your Authorised Users to have different levels of authority by following the relevant prompts on the Airwallex Platform.

2.5 You agree that:

(a) your Authorised Users have the authority to provide instructions to us for the provision of Services on your behalf;

(b) we may rely on instructions given by the Authorised User, and you will be bound by the actions of your Authorised Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) we may refuse access to your Authorised User(s) if we are concerned about unauthorised or fraudulent access; and

(d) you will promptly report to us any infringements or unauthorised access to the Airwallex Platform, including through the Webapp or Airwallex APIs.

3. DUE DILIGENCE INFORMATION

3.1 You shall provide Airwallex with the following information (the ‘Due Diligence Information’) in the form specified by Airwallex:

(a) if applicable, copies of your constitutional documents;

(b) description of your basic business operations;

(c) your enterprise email address;

(d) information on your legal and beneficial owners (if applicable);

(e) business names (both your legal and trading names);

(f) URL of your online sites;

(g) your shipping address;

(h) financial statements and information relating to your financial standing; and

(i) any other information we may reasonably request.

3.2 You shall provide Airwallex with any other relevant information upon Airwallex’s reasonable request from time to time (including, but not limited, to when Airwallex carries out annual or such other periodic reviews of your business and account with Airwallex).

3.3 You shall notify Airwallex of any changes to the Due Diligence Information in a timely manner as soon as reasonably practicable following such change. Upon the occurrence of such change, we may in our reasonable discretion decide whether to terminate (opzeggen of ontbinden) the Services and these Terms immediately.

3.4 We will check the Due Diligence Information and decide if we will provide or continue to provide you with the Services.

3.5 We will monitor, assess and audit the Transactions and your business from time to time. We may opt to utilise a properly qualified third party to conduct such monitoring, assessment or audit.

3.6 If the outcome of the monitoring, assessment and/or audit is in our opinion unacceptable, we have the right to terminate (opzeggen of ontbinden) the Terms in accordance with Clause 17.

3.7 You shall attend to, reasonably cooperate and participate in such monitoring, assessment, audits and/or random internet site visits as may reasonably be requested by us.

3.8 The Parties agree that failure to comply with Clauses 3.1, 3.2, 3.3 and 3.7 will be a material breach of these Terms by Merchant.

4. SERVICES

4.1. Under these Terms, Airwallex shall provide you with the following services (each a ‘Service and ’together the ‘Services’):

(a) the ‘Payment Processing Service’ being:

(i) acquiring services where Airwallex acts as the Acquirer;

(ii) indirect acquiring services where Airwallex collects funds for you from third-party Acquirers; or

(iii) Gateway Services,

and encompasses in each case (x) the processing and transmission by Airwallex of Authorisation Requests, Transaction Data and Capture Requests, and (y), where applicable, the subsequent collection and settlement by Airwallex of resulting Payments to Merchant.

(b) any ‘Additional Services’ being the Fraud Control Service, currency conversion in accordance with Clause 13, or any other additional services that we have agreed to provide to you under these Terms.

4.2. Subject to Clauses 4.3 and 4.4, you may use the Services from the Commencement Date.

4.3. You hereby acknowledge and agree on an on-going basis that you may not use the Services unless and until you have provided all the information we request from you in accordance with Clause 3.1 and 3.2. You agree that, where we make a request for information in accordance with Clause 3.2 you will cease to use the Services until you have provided the requested information to us and we have confirmed in writing that you may use the Services again.

4.4. You hereby acknowledge and agree that you must only use the Services in accordance with the Acceptable Use Policy issued by us from time to time applicable to the Netherlands or other applicable regions (which is available on our website at www.airwallex.com) and that you may not use the Services in respect of Prohibited Transactions.

4.5. You hereby acknowledge and agree that you must immediately cease using the Services if we notify that, acting reasonably, we determine that you have breached the Acceptable Use Policy. We may terminate (opzeggen of ontbinden) these Terms or any Services with immediate effect pursuant to clause 17.5 if you have violated the Acceptable User Policy.

4.6. You hereby acknowledge and agree that your Transaction may not be processed if it exceeds your Transaction Limit. Unless we otherwise agree in writing with you, you acknowledge that we may set your Transaction Limit and change it based on our internal policies and procedures and/or Network Rules from time to time.

4.7. We may require you to enter into an Acquiring Agreement with us and an Acquirer or take other actions before you may access the Services again if your aggregate transaction volume exceeds the limits set by the Network Rules or our internal policies.

4.8. You hereby acknowledge and agree that we are not obliged to provide any Service or continue to provide any Service if we reasonably believe this would result in a failure to comply with any Applicable Law, Sanctions Law or the Network Rules.

5. FEES

5.1. Airwallex shall provide you with the Services in accordance with Applicable Law and the Network Rules in return for the Service Fees.

5.2. The Parties agree that the Services Fees are immediately payable by you upon receipt of the relevant Service.

5.3. Unless stated otherwise, all Service Fees, charges and other payments to be made by you under these Terms are exclusive of VAT and any other Applicable Taxes under any Applicable Law or governmental decree, for which you shall also be liable. Any Tax payable in respect of the Services provided or payments made under these Terms (other than Tax payable on our net income, profits or gains) will be payable by you.

5.4. We will normally settle funds after netting and deducting any amounts owed by you to us. However, if there are still any amounts owed by you to us after such netting and deduction, while all sums are due immediately, they will be payable in accordance with the terms of any invoice issued by us to you.

5.5. We may from time to time vary the Service Fees and/or introduce new charges in addition to the Service Fees, in accordance with Clause 21. In addition, you agree that where the Payment Method Providers, Acquirers or the Networks respectively increase their fees or charges (including any interchange fees and/or network fees), these fees or charges will be automatically added to the Services Fees payable by you to us without prior notice.

6. SETTLEMENT

6.1. After we have value dated a Transaction, subject to Clauses 6.4 to 6.10, Airwallex will instruct payment of the Net Settlement Amount to Merchant on the later of the following:

(a) typically within one or two business days following receipt of cleared funds from the Acquirer or Payment Method Provider. The Acquirer or Payment Method Provider normally settles to us within one business day (or any longer period the Acquirer or Payment Method Provider may take) following receipt of cleared funds from the Network or Local Payment Network. If there is a non-settlement date in any particular settlement currency, associated with the designated settlement currency, no settlement will take place on the non-settlement date in that particular currency);

(b) at the expiry of the interval/period as reasonably determined by Airwallex or as otherwise agreed between the parties in writing;

(c) the expiry of any period of deferment pursuant to Clause 6.5 in respect of the relevant Transactions.

6.2. We shall make the Settlement Payment to the Merchant by:

(a) crediting the Net Settlement Amount to a Global Account; or

(b) where agreed in writing with you, initiating a bank transfer of the Net Settlement Amount to the Merchant Bank Account;

in the Settlement Currency. You agree that a nominated Global Account will be used as the default method in which a Settlement Payment will be made, unless otherwise agreed in writing by the Parties.

6.3. We may deduct the Permissible Deductions from the Aggregate Payment Amount. The Parties agree that the Net Settlement Amount shall therefore be an amount equal to the Aggregate Payment Amount after any Permissible Deductions.

6.4. The Permissible Deductions referred to in Clause 6.3 are:

(a) Service Fees;

(b) Refunds;

(c) Refund Fees;

(d) Chargebacks;

(e) Chargeback Fees;

(f) Chargeback Costs;

(g) Assessments;

(h) additional Reserve amounts;

(i) Claims

(j) Local Payment Method Claims;

(k) VAT incurred; and

(l) any other charges or amounts due and payable from you to us or Affiliates under these Terms or otherwise.

6.5. In addition to our rights under Clauses 6.3 and 6.4, we may defer all or part of your Settlement Payment(s):

(a) where we reasonably believe that a Transaction (including activity which would otherwise have constituted a Transaction) may be fraudulent or otherwise involves criminal activity, until the satisfactory completion of our investigation and/or that of any Regulator, Network, Local Payment Network, Acquirer or Payment Method Provider or any other third party; or

(b) without limit in amount or time, if we become aware or reasonably believe that you are in breach of or likely to be in breach of your obligations under these Terms.

6.6. Airwallex shall make available for download each day by Merchant a list of all the recorded Transactions during the immediately preceding day for which Payments have been received (the “Transaction List”). The Transaction List shall set out our determination of the Aggregate Payment Amount and the Net Settlement Amount and in the absence of manifest error or valid dispute by the Merchant shall be final and binding on Merchant in relation to such amounts.

6.7. We may suspend the processing of all or any Transactions, Refunds, Chargebacks or Claims where we have the ability or are obligated to do so and where we reasonably believe that a Transaction, Refund, Chargeback or Claim (including activity which would otherwise have constituted a Transaction, Refund, Chargeback or Claim) may be fraudulent or involves any criminal activity, until the satisfactory completion of our investigation and/or that of any Regulator, Network, Local Payment Network, Acquirer or Payment Method Provider, or any other third party.

6.8. In the event that we exercise our rights under this Clause 6, we shall notify you of any such action and the reasons for it, unless we are prohibited from doing so under Applicable Law. Subject to reasonable security measures and Applicable Law, we will notify you before any suspension of processing under clause 6.7, if we are able to do so, or otherwise immediately after such suspension.

6.9. Settlement Payments shall be paid in the Settlement Currency unless agreed otherwise in writing by you and us from time to time. Where we apply a currency conversion, we shall use our prevailing exchange rate of the day determined by us or such other rate as we may agree in writing.

6.10. In addition to the foregoing, we may, in our sole discretion, impose a Reserve on all or a portion of your Settlement Payment. If we impose a Reserve, we will provide you with a notice specifying the terms of the Reserve. The terms of this notice may require:

(a) that a certain percentage of your Settlement Payment is held for a certain period of time;

(b) that a fixed amount of your Settlement Payment is withheld and shall not be paid to you in accordance with Clause 6.2 of these Terms; or

(c) such other restrictions that we determine are necessary to protect against the risk to us associated with our business relationship.

We may impose a Reserve immediately and provide you with the notice after we have imposed the Reserve in circumstances where we reasonably determine such as to mitigate our financial exposure. We may change the terms of the Reserve at any time by providing you with notice of the new terms.

6.11. Settlement Payments subject to a Reserve are not immediately available for payment to your Merchant Bank Account or Global Account (as applicable) for making Refunds. Other restrictions described in Clause 6.10(c) above may include:

(a) limiting Settlement Payments immediately available to you;

(b) changing the speed or method of making Settlement Payments to you;

(c) setting off any amounts owed by you against your Settlement Payments and/or requiring that you, or a person associated with you, enter into other forms of security arrangements with us (for example, by providing a guarantee or requiring you to deposit funds with us as security for your obligations to us or third parties).

6.12. We may hold a Reserve as long as we deem necessary, in our sole and absolute discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Merchant Bank Account or Global Account or other accounts with Airwallex available for any open settlements, Chargebacks and other adjustments.

6.13. To secure your performance of these Terms, you grant to Airwallex a security interest (in the form of a charge) to any Settlement Payments held in Reserve.

7. YOUR OBLIGATIONS

7.1. You shall at all times comply with:

(a) the provisions of these Terms;

(b) the Network Rules;

(c) Product Documentation;

(d) applicable guidelines of the Acquirer;

(e) Applicable Law; and

(f) Sanctions Law.

7.2. You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body notified to you by us) and the Networks, Local Payment Networks, Acquirers and Payment Method Providers including the PCI SSC Standards.

7.3. You shall:

(a) only accept Payments from and/or make Refunds to Buyers in connection with goods and/or services which you have sold and supplied as principal to those Buyers, and only pay such Refunds to the Buyer using the Payment Method used by the Buyer for the original Transaction;

(b) only accept Payments and/or make Refunds in respect of goods and/or services the sale and supply of which commonly falls within your business as identified to us. You acknowledge that we may amend the MID assigned to you as required;

(c) notify us in writing before you make any change to the nature of the goods and/or services the sale and supply of which fall within your business as identified to us;

(d) only accept Payments and submit Transaction Data to us in respect of Transactions which a Buyer has authorised in accordance with Applicable Law, the Network Rules and any other information or instructions provided or made available by us to you from time to time, and shall not knowingly submit any Transaction Data to us in respect of Transactions that is illegal or that you should have known was illegal;

(e) ensure that you prominently and unequivocally inform Buyers of your identity at all points of interaction with a Buyer (including prominently displaying your company name and any trading name on any website through which you conduct Transactions), so that the Buyer can readily identify you as the counterparty to the relevant Transaction;

(f) only submit Transaction Data to us directly from your own staff or systems, or via a third party product which has been approved by us in advance in writing;

(g) provide Buyers with details of your goods and services, terms and conditions and complaints procedure and customer service contact point which shall be accessible by e-mail and/or telephone in the local language;

(h) have a proper data protection policy and obtain consents or permissions from Buyers or other users for the sharing and processing of any relevant data with any of us, Networks, Local Payment Networks, Acquirers, Payment Method Providers and Regulators in accordance with Applicable Laws; and

(i) refrain from doing anything which we reasonably believe to be disreputable or capable of damaging the reputation or goodwill of us, our Affiliates, Networks, Local Payment Networks, Acquirers or Payment Method Providers.

7.4. We will monitor and control your behaviour and your use of the Services, and perform risk management on you, you shall provide reasonable assistance to us upon our request. We are entitled to set additional parameters for risk management in our reasonable judgement. If you exceed such parameters, we shall, in our sole discretion, request remediation actions from you, pass any fines received from the Networks, Local Payment Networks, Payment Method Providers and Acquirers, suspend the Services and/or terminate the Terms.

7.5. You shall promptly notify us of any security breach or potential security breach that is related to Personal Data.

7.6. You shall clearly display the details of your services and/or goods contact on your website (if any).

7.7. You shall only use the logos/design approved by the Networks and Local Payment Networks in accordance with their respective rules, including any reproduction, usage and artwork standards that may be in effect from time to time.

7.8. You shall ensure that Buyers are fully and fairly informed of the price for concluding a Transaction with you.

8. SANCTIONS LAW AND PREVENTION OF BRIBERY

8.1. You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Sanctioned Person and do not act directly or indirectly on behalf of a Sanctioned Person.

8.2. You warrant and represent that neither you nor any of your directors, officers, agents, employees or persons acting on behalf of the foregoing has:

(a) committed a Prohibited Act;

(b) to the best of your knowledge, been or is the subject of any investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or

(c) has been or is listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts on the grounds of a Prohibited Act.

8.3. If you become aware of any suspected breach of Clauses 8.1 or 8.2 or have reason to believe that such a breach may occur, you shall, to the extent permitted by Sanctions Laws and Applicable Law, notify us immediately.

9. RECURRING TRANSACTIONS

9.1. You hereby acknowledge and agree that you may only accept Recurring Transactions if we have agreed with you in writing that you may do so. You acknowledge that Recurring Transactions may only be permitted or possible with respect to certain Payment Methods.

9.2. Subject to Clause 9.1, in respect of Recurring Transactions, you shall:

(a) obtain a Recurring Transaction Authority from the Buyer;

(b) confirm to the Buyer within two (2) Business Days of the date of the Recurring Transaction Authority that the Recurring Transaction Authority has been established;

(c) notify the Buyer via the agreed method of communication at least seven (7) Business Days prior to a Recurring Transaction payment being charged to the Buyer’s Payment Method whether: (i) the payment amount or payment date has changed; (ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) any trial period, special offer or promotion has expired; or as otherwise required in accordance with the applicable Network Rules;

(d) not effect (or attempt to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, or once the Buyer has notified you that the it wishes to cancel the Recurring Transaction Authority;

(e) securely retain the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of the final Transaction effected under it; and

(f) provide us with copies of any Recurring Transaction Authority on demand.

10. REFUNDS

10.1. You shall maintain and disclose to Buyers at the time of purchase a policy for the return of goods or cancellation of services. You shall not give a cash refund to a Buyer for a payment made using a Card or Local Payment Method, unless required by Applicable Law, nor accept cash or other compensation for making a refund to a Card or Local Payment Method.

10.2. The form and procedure for making Refunds shall depend on the relevant Payment Method. A Refund only arises in circumstances where there is an originating Transaction which is being reversed or partially reversed. We will not be able to process any Refund request if (i) the amount of the Refund exceeds the amount of the originating Transaction. or (ii) you do not have sufficient balance in your Aggregate Payment Amount or sufficient funds in your account with Airwallex. We shall be authorized to deduct the Refund from your Aggregate Payment Amount and the funds in your account with Airwallex.

10.3. A Refund request may be processed only if it is made within one year from or such shorter period as determined by the Network or Payment Method Provider from the date of the originating Transaction.

10.4. We may refuse to execute a Refund if it does not meet the conditions in these Terms or is prohibited by Applicable Law or Sanctions Laws, or rejected by the Acquirer. If we do refuse to execute a Refund, within the time for processing the Refund we will notify you (i) (unless prohibited by Applicable Law or Sanction Laws) of the refusal, (ii) (if possible) the reasons for such refusal, and (iii) (where it is possible to provide reasons for the refusal and those reasons relate to factual matters) the procedure for correcting any factual mistakes that led to it. Any request for a Refund that we refuse will be deemed not to have been received for the purposes of execution times and liability for non-execution or defective execution under Applicable Law.

10.5. Where we execute a Transaction or Refund in accordance with details provided by you, the Transaction or Refund will be deemed to have been correctly executed by us and any other payment service provider involved. Where the details provided by you are incorrect, we are not liable for the non-execution or defective execution of the Transaction or Refund, but we will make reasonable efforts to recover the funds involved in such a Transaction or Refund and we may charge you for any such efforts.

10.6. We will apply a Refund Fee as set forth in the Fee Schedule to any Refunds that are requested even where the Refund is not actually processed. You acknowledge that Refunds may not be processed by us where you have insufficient funds in the relevant currency.

10.7. You agree that each Refund Fee represents a debt immediately due and payable by you to us.

10.8. Without limiting any of the foregoing in this clause 10, in the event that we process a Refund, if such Refund relates to a Transaction that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Refund will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Airwallex.

11. CHARGEBACKS

11.1. You agree that each Chargeback and each Assessment represents a debt immediately due and payable by you to us.

11.2. You acknowledge and agree that you are required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Transaction, even if you are under no legal liability in respect of the supply of the goods or services concerned. To the extent permitted by Applicable Law, we shall notify you as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred.

11.3. Any Chargebacks for which you are required to reimburse us shall correspond to the whole or part of the Transaction Value in the currency of the original Transaction. Unless you have an account with us in the currency in which the Chargeback is charged, the Chargeback amount may be converted to the Settlement Currency from the currency of Chargeback at the exchange rate quoted to us or as we otherwise determine.

11.4. In the event that you wish to dispute a Chargeback, it is your responsibility:

(a) to prove to our reasonable satisfaction (which shall, subject to Clause 11.5 and without limitation, be conditional upon the relevant Network, Local Payment Network, Acquirer or Payment Method Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer’s account was authorised by such Buyer; and

(b) (additionally) to provide us with such other evidence as we or any Network, Local Payment Network, Acquirer or Payment Method Provider may require you to provide in support of your claim. The evidence required to be provided will depend on, among other things, the nature of the Chargeback, and may vary accordingly.

11.5. Subject to the Network Rules, we shall not be obliged to investigate the validity of any Chargeback or Assessment. You acknowledge and agree that any decision or determination of the relevant Network, Local Payment Network, Acquirer or Payment Method Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.

11.6. As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of these Terms for whatever reason, we shall remain, without prejudice to Clause 6, entitled to recover Chargebacks and Chargeback Costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms) in respect of all Chargebacks that occur in relation to Transactions effected during the term of these Terms.

11.7. If you wish to dispute a Chargeback or Assessment, you will do so in accordance with the applicable procedure set out in the Network Rules. In the case of a disputed Chargeback or Assessment, you must provide us within any specified timeframe with the evidence required by us, Network, Local Payment Network, Acquirer or Payment Method Provider .

11.8. We will apply a Chargeback Fee as set forth in the Fee Schedule to any Chargeback.

11.9. We may suspend all or part of the Services if the ratio of Chargebacks to Transactions is excessive or we otherwise consider, in our sole and absolute discretion, that the total volume or value of Chargebacks is excessive.

11.10. Without limiting any of the foregoing in this clause 11, in the event of a Chargeback that relates to a Transaction that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Chargeback will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Airwallex.

12. INFORMATION REQUEST & PERIODIC REVIEWS

12.1. If we request any transaction data or proof of a Transaction, you shall provide the original receipts and relevant Transaction records to us via e-mail within two (2) Business Days of our request.

12.2. You shall assist us and any Payment Method Provider in handling properly all complaints from Buyers on the relevant Payment Method, and shall implement suggestions put forward by us or the Payment Method Provider.

12.3. You shall, at your own expense, cooperate with us, a Network, a Local Payment Network, Acquirer, Payment Method Provider or Regulator regarding any investigation, enquiry or proceedings in connection with matters arising out of this Agreement or your relationship with us and provide any information or records as reasonably requested by the relevant party.

12.4. Airwallex may carry out a periodic review of your use of the Services once during each calendar year, or at any time if Airwallex determines that:

(a) the Transaction Mix figures differ from the Transaction Mix figures you previously provided to Airwallex; or

(b) the Transaction Mix figures that Airwallex used to calculate any Service Fee.

If the actual or projected Transaction Mix figures materially differ from previous Transaction Mix, then Airwallex may revise the Service Fees based on the then current or projected Transaction Mix (as reasonably determined by Airwallex) by giving you thirty (30) days’ written notice ("Fee Change Notice Period"). If you do not accept the revised Service Fees within the Fee Change Notice Period, you must terminate this Agreement by giving thirty (30) days’ written notice to Airwallex, otherwise those revised Service Fees will become binding on you under these Terms (unless you and Airwallex otherwise agree in writing) upon the expiration of the Fee Change Notice Period.

12.5. You must promptly provide us with any information reasonably requested by Airwallex in relation to any periodic review carried out under these Terms.

13. FOREIGN CURRENCY & CURRENCY CONVERSIONS

13.1. Settlement Currency. As and where supported by the relevant Payment Method Providers, Airwallex will process Transactions and pay Settlement Payments to you in the Settlement Currency. You acknowledge that Airwallex is not obliged to process any Transaction, or settle a Settlement Payment to you, in a currency that is not a Supported Currency.

13.2. Pricing structure for Card Transactions. You acknowledge that we may agree on a 'blended' pricing structure or an 'Interchange++' pricing structure with you in respect of Card Transactions. For the 'blended' pricing structure, you acknowledge that the underlying interchange and scheme fees component of the Service Fees for Card Transactions is calculated by Airwallex based on the Transaction Mix figures that you report to Airwallex from time to time, as required under these Terms. Under the ‘Interchange++' pricing structure, you acknowledge that Airwallex calculates the underlying interchange and scheme fees component of the Service Fees for Card Transactions based on the actual interchange fee that is attracted by the relevant Transaction, according to interchange pricing published (and varied) by the Card Networks from time to time.

13.3. Foreign Currency Settlement Fee. Subject to clause 13.5, if the Transaction currency is in any other currency other than Euro, and we pay the Settlement Payment to you in that other currency, then Airwallex will charge you a Foreign Currency Settlement Fee on the Transaction Value. For example, if the Transaction currency is in USD and the Settlement Payment is made in USD, we will charge you a Foreign Currency Settlement Fee.

13.4. FX Conversion Fee. Subject to clause 13.5 if we pay the Settlement Payment to you in a Settlement Currency that is different from the Transaction currency, then Airwallex will charge you a FX Conversion Fee on the Transaction Value. For example, if the Transaction is in USD and we settle EUR to you, we will charge you a FX Conversion Fee.

13.5. Applicability of Foreign Currency Settlement Fee and FX Conversion Fee. The Parties acknowledge and agree that:

(a) the Foreign Currency Settlement Fee and the FX Conversion Fee will apply in respect of all Card Transactions unless an 'Interchange++' pricing structure has been agreed with you in writing in respect of Card Transactions, in which case only the FX Conversion Fee will be applicable to such transactions; and

(b) the Foreign Currency Settlement Fee is not applicable to LPM Transactions.

13.6. Currency conversions by Airwallex and Payment Method Providers. You acknowledge and agree that:

(a) a Payment Method Provider may convert the Transaction currency into another currency before it is received by Airwallex using the prevailing exchange rate(s) determined by the Payment Method Provider; and

(b) Airwallex may convert the Transaction currency or, if applicable, the currency received from a Payment Method Provider under clause 13.6(a), using the prevailing exchange rate determined by Airwallex into the Settlement Currency before making a Settlement Payment to you.

In relation to certain Transactions in currencies not directly supported by Airwallex, more than one currency conversion may be required under this clause 13.6 to convert a Transaction currency to the Settlement Currency. For example, if a Transaction is made via a Payment Method Provider in an exotic currency that Airwallex does not directly support, that Payment Method Provider may convert and settle the relevant Transaction currency in USD to Airwallex and, if your Settlement Currency is EUR, Airwallex may convert that USD amount to EUR and pay it to you as the Settlement Payment.

13.7. Supported Currency changes. Without limiting any of our rights under these Terms, Airwallex may add, restrict or remove any Supported Currency from time to time during the Term and, without limiting the foregoing, a Payment Method Provider may add, restrict or remove a currency they support from time to time.

13.8. Buyer warnings. You are solely responsible for giving any notices, warnings or disclaimers regarding prices and other amounts displayed to a Buyer when making a proposed Transaction (whether the Transaction is to be in Euro or any other currency) including, but not limited to, warning a Buyer that they may be charged foreign currency fees by their card issuer and providing any other warnings required by Applicable Law in relation to a Transaction involving a foreign currency.

13.9. You acknowledge and agree that, to the extent that the FX Conversion Fee applies to any reversal of the original Transaction by us under these Terms (including, but not limited to, a Refund or Chargeback) (a 'Reversal'), you acknowledge and agree that the Merchant bears the risk of any movement in exchange rate between the time of processing the original Transaction and the time of processing the relevant Reversal.

14. REPRESENTATIONS AND WARRANTIES

14.1. Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into these Terms:

(a) if it is a corporation, it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;

(b) it is properly registered to do business in all jurisdictions in which it carries on business;

(c) it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;

(d) it has the corporate power, authority and legal right to execute and perform these Terms and to carry out the transactions and its obligations contemplated by these Terms;

(e) these Terms shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in these Terms, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into these Terms and perform its obligations;

(f) neither (a) the entry into of these Terms, nor (b) the performance by the Party of these Terms will (i) conflict with the certificate of incorporation or articles of association or by-laws or any other corporate or constitutional document of the Party or (ii) breach any material obligations of the Party under any contract to which it is a party or (iii) violate any Applicable Law or Network Rules to a material extent; and

(g) there is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against or affecting the Party or any of its Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms.

14.2. You warrant and represent that you have a permanent establishment and/or business registration in the Territory and that you will only use the Services from the Territory.

14.3. You warrant that you are not and will not be a payment facilitator as according to the Network Rules during the period of this Agreement.

14.4. You warrant and represent that you shall abide by Applicable Laws and applicable Network Rules, including anti-money laundering legislation, and that you shall report to us any Transaction(s) which you deem to be suspicious.

14.5. You must obtain any necessary authorizations from Data Subjects for the required transfers of information within the scope of the Services. You are responsible for the legally compliant collection and transmission of information (in particular Personal Data) to Airwallex.

15. DATA PRIVACY

15.1. Each Party acknowledges and agrees that, for the purposes of Data Protection Legislation, each of Airwallex, Merchant and Acquirer is an independent Data Controller of Transaction Personal Data and that it determines the purposes for which and the manner in which the Transaction Data and / or Personal Data is, or is to be, processed.

15.2. The Parties agree that, for the purposes of Data Protection Legislation, it is their mutual understanding that the Parties shall not constitute joint Data Controllers.

15.3. You shall ensure that in respect of all Transaction Personal Data provided to us or the Acquirer by you under this Agreement, and in respect of the use of that Transaction Personal Data under this Agreement: (a) all necessary fair processing notices have been provided to and consents obtained from Data Subjects by you, including to specify and include Airwallex and Acquirers as independent Data Controllers in respect of the Data Subject’s Personal Data and to include a statement that Airwallex’s and Acquirer’s Privacy Policy can be found on their respective corporate website; and (b) all necessary steps have been taken to ensure that Transaction Personal Data has been collected and Processed in accordance with the principles set out in Data Protection Legislation, including in particular those relating to: (i) lawful, fair and transparent Processing; (ii) specified, legitimate and explicit purposes of Processing; and (iii) adequate, relevant and not excessive Processing.

15.4. You have clearly displayed your privacy policy to the Data Subjects and, if required under Data Protection Legislation, obtained their consent for such policy, which shall offer such protection to the Data Subject no less than that offered by our Privacy Policy.

15.5. If you receive any complaint, notice or communication from a Data Protection Authority which relates directly to (i) our Processing of the Transaction Personal Data; or (ii) a potential failure by us to comply with Data Protection Legislation in respect of your or our activities under or in connection with these Terms (a ‘Data Complaint’), you shall, to the extent permitted by Applicable Law, promptly notify us of the Data Complaint and provide us any information we request in relation to such a Data Complaint.

15.6. If a Data Subject makes a written request to either Party to exercise any of their rights under Data Protection Legislation in respect of Transaction Personal Data, the receiving Party shall respond to that request in accordance with Data Protection Legislation. To the extent the request concerns processing of Transaction Personal Data undertaken by the other Party, the receiving Party shall: (a) promptly and without undue delay forward the request to the other Party; and (b) cooperate and provide reasonable assistance in relation to that request to enable the other Party to respond in accordance with Data Protection Legislation.

15.7. You acknowledge that we may disclose Transaction Data or Personal Data to any Data Protection Authority, law enforcement authority or Regulator in accordance with Applicable Law.

15.8. You acknowledge and agree that we and the Acquirer reserve the right to place any data related to you in a terminated merchant file established by the Networks or Local Payment Networks for termination due cause in accordance with the Network Rules.

15.9. You warrant that you will comply with applicable Data Protection Legislation. In particular, you undertake to implement appropriate measures to ensure that all Personal Data is kept secure and against accidental or unlawful destruction or alteration, unauthorized disclosure or access and against other unlawful forms of processing.

15.10. You acknowledge and agree that we may process and use the requested data in accordance with these Terms, and we may disclose the data related to you to the Acquirer and all other relevant third parties (which might be outside the European Economic Area), as applicable, for the purpose described in these Terms.

15.11. You acknowledge and agree that Personal Data may be processed by both Airwallex and Acquirers in relation to its respective acquiring services, to perform checks to ensure compliance with applicable legal and regulatory requirements. We and the Acquirers may furthermore anonymise data and use it for analysis of statistical trends, carrying out actuarial work, business planning, risk assessment and to analyse costs and charges. We and the Acquirers may share anonymized data with any person in connection with a sale of its business, shares or assets (as relevant). We and the Acquirers may share data with its PCI-DSS compliant third party service providers and vendors as necessary to perform their obligations under this Agreement or the agreement between Airwallex and the Acquirers.

15.12. You acknowledge and agree that the we and Acquirers may disclose Personal Data to the police, any competent regulatory authority, or any other investigating body, or the Networks or Local Payment Networks, for use in the prevention or detection of fraud or other criminal activity (including but not limited to tax evasion), or to any credit reference agency which we or the Acquirer also use as a source of information and other disclosure in accordance with Clause 15.

16. CONFIDENTIALITY

16.1. The Parties agree that they shall:

(a) treat as confidential all Confidential Information obtained from the other Parties under these Terms;

(b) use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed;

(c) not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and

(d) take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorised disclosure.

16.2. Each Party may disclose Confidential Information only if it can demonstrate that the Confidential Information:

(a) is required to be disclosed by any court of competent jurisdiction, Regulator, by the rules of a recognised stock exchange or by Applicable Law or the Network Rules;

(b) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure;

(c) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 16;

(d) is received from a third party who is not under an obligation of confidentiality in relation to the information; or

(e) is developed independently without access to, or use or knowledge of, the Confidential Information.

17. TERM AND TERMINATION

17.1. These Terms shall come into force on the Commencement Date and, unless otherwise terminated earlier in accordance with these Terms, continue thereafter until it is terminated in accordance with Clause 17.2, 17.3, 17.4 or 17.5.

17.2. We may terminate (opzeggen) these Terms by giving you two (2) calendar months’ written notice.

17.3. You may terminate (opzeggen) these Terms by giving us two (2) months’ written notice.

17.4. Either Party may terminate (opzeggen of ontbinden) these Terms or any Service with immediate effect by giving written notice if the other Party is:

(a) in material breach of these Terms and the breach is either not capable of remedy or is not remedied to the reasonable satisfaction of the non-breaching party within 30 days of service of a notice requiring remedy of the breach in question;

(b) insolvent or reasonably suspects that the other Party may become Insolvent;

(c) is the subject of any corporate action, legal proceedings or other procedure or step which is taken in relation to:

(i) the suspension of payments (surseance van betaling), a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement, the preparation of a plan (akkoord) in relation to section 370(2) of the Dutch Bankruptcy Code or the suspension of payments (surseance van betaling), composition, compromise or or otherwise) other than a solvent liquidation or reorganisation, composition, compromise or arrangement;

(ii) a composition, compromise, assignment or arrangement with any creditor;

(iii) the appointment of a restructuring expert (herstructureringsdeskundige), liquidator, receiver, administrative receiver, administrator, compulsory manager, monitor or other similar officer in respect of its assets;

(iv) enforcement of any security over its assets,

or any analogous procedure or step is taken in any jurisdiction.

17.5. We may terminate (opzeggen of ontbinden) these Terms or any Service with immediate effect by giving written notice to you if:

(a) you have violated the Acceptable Use Policy;

(b) you fall below any relevant thresholds as determined by us from time to time;

(c) you act in a manner, or if anything happens to you or comes to our attention in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices or any individual’s activity), that we in our reasonable discretion consider:

(i) to be disreputable or capable of damaging the reputation of us or that of any Network, Acquirer, Local Payment Network or Payment Method Provider;

(ii) to be detrimental to our systems, business or that of any Network, Local Payment Network or Payment Method Provider;

(iii) may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;

(iv) may or does give rise to increased risk of loss or liability to any of us;

(v) may affect your ability or willingness to comply with all or any of your obligations or liabilities under these Terms; or

(vi) to be or to be for a purpose contrary to Applicable Law and/or any policy of ours in relation to Applicable Law;

(d) you include anything in these Terms, the Master Services Agreement or application for the Services which is untrue, inaccurate or misleading;

(e) we are required to do so by any Acquirer, Network, Local Payment Network, Payment Method Provider or Regulator or under the Network Rules or Applicable Law or reasonably believe that a Transaction or these Terms or the performance thereof may be contrary to Applicable Law or Sanctions Law;

(f) a Network, Local Payment Network, Acquirer, Payment Method Provider or any other third party any ceases to provide us with any service which is necessary for us to provide a Service to you; and

(g) the ratio of Chargebacks to Transactions exceeds thresholds set by the Payment Method Providers, or we consider in our sole and absolute discretion that the total volume or value of Refunds, Chargebacks and/or declined Authorisation Requests is excessive.

17.6. We may suspend all or part of the Services, including any Transactions or Refunds, if we determine that you have breached these Terms or are likely to breach these Terms.

17.7. The termination rights set forth in these terms apply in lieu of any termination rights available under Applicable Law.

18. INDEMNITY

18.1. You will indemnify us Networks, Acquirers and the Local Payment Providers and hold us, Networks, Acquirers and the Local Payment Providers harmless and indemnified from, against and in respect of all and any Losses in relation to any Claims brought against us by a Buyer, Network, Local Payment Network, Payment Method Provider, Acquirer or Regulator or any other third party, to the extent such Claims arise out of or in consequence of or in connection with:

(a) a Transaction (including the failure to retain or produce a Recurring Transaction Authority), Refund, Assessment, Chargeback and/or Chargeback Cost (including any activity which would otherwise constitute a Transaction or Refund);

(b) any breach of the requirements or failure by you to comply with: (i) the requirements of a Network, Local Payment Network, Acquirer or Payment Method Provider; (ii) the Network Rules; (iii) a Regulator; or (iv) Applicable Law, and any reasonable steps taken in the protection of our interests in connection with any such breaches;

(c) any security breach compromise or theft of Data held by you or on your behalf, or any other security breach or a security breach relating to Data (whether or not you have complied with PCI SSC Standards as defined above), and any reasonable steps taken in the protection of our interests in connection with such breach;

(d) the enforcement or attempted enforcement of these Terms;

(e) Any reasonable steps taken in the protection of our interests in connection with any allegation of fraud made in relation to you or your business; and/or

(f) any breach by you of the provisions of Clauses 15 and 16;

except if and to the extent such Claim is caused by our fraud or any breach of these Terms by us.

18.2. We shall indemnify and hold you indemnified from and against any Losses in relation to any Claims brought against you by a third party, to the extent such Claims arise out of or in connection with:

(a) any actual security breach or security breach reported to you by a Network, Local Payment Network, Acquirer, Payment Method Provider, or us relating to Data which is directly attributable to our failure to comply with any PCI SSC Standards or to our gross negligence (but not including any claims made by a Regulator), and any reasonable steps taken in the protection of your interests in connection with such breach; and/or

(b) any breach by us of the provisions of Clause 16;

except if and to the extent caused by or contributed to by your negligence or any breach of these Terms by you.

19. LIMITATION OF LIABILITY

19.1. Nothing in these Terms shall exclude or restrict liability for:

(a) Losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation, gross negligence (bewuste roekeloosheid) or wilful misconduct (opzet);

(b) death or personal injury resulting from a Party’s negligence;

(c) Losses suffered by us in respect of any Chargebacks or Assessments;

(d) any Service Fees, Permissible Deductions, or other amounts due to us;

(e) any indemnity provided under these Terms;

(f) any other liability to the extent it cannot be lawfully excluded or limited.

19.2. We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under these Terms if and to the extent that such failure is due to:

(a) circumstances beyond our reasonable control;

(b) any cessation or interruption of any part of the Services which are due to any act or omission of a third party (including, but not limited to, Payment Method Providers, Networks, Local Payment Network or Acquirers) and is not caused by our breach of these Terms;

(c) us taking steps (in our reasonable and honest belief or view) to comply with any relevant requirement under the Network Rules or any Applicable Law, Sanctions Law, or the requests of any Regulator;

(d) your failure to provide complete and/or correct Data to us and/or your negligence and/or breach of these Terms;

(e) a suspension of the Services by us in accordance with these Terms;

(f) your breach of these Terms, negligence, wrongful or bad faith acts or omissions; or

(g) any deferment/withholding of the Settlement Payment(s) otherwise due to you in accordance with the provisions of these Terms.

19.3. Neither Party shall be liable for:

(a) loss of profits, revenue or anticipated savings (including those anticipated or forecast);

(b) loss of goodwill (or any other damage to reputation);

(c) loss connected with or arising from business interruption;

(d) loss of opportunity, business or contracts;

(e) loss of bargain;

(f) lost or corrupted data (or loss associated with the same); and/or

(g) any special, incidental, punitive, loss, damage, cost and/or expense whatsoever,

in each case, and even if that Party was aware of the possibility that such losses might be incurred by another Party.

19.4. Our aggregate liability to you in relation to all Claims arising out of, or in connection with the Services or these Terms during each Contract Year shall be limited to:

(a) in the first Contract Year, a sum equal to the average monthly Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the period between the Effective Date and the first event giving rise to the first such Claim, multiplied by twelve (12); and

(b) in each Contract Year thereafter, a sum equal to the Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim in the relevant Contract Year.

20. NOTICE

20.1. The Parties agree that any notice to be given under or in connection with these Terms to Airwallex shall be in writing and shall be served as follows (or otherwise as notified by Airwallex to you from time to time):

(a) by email to [email protected];

(b) by mail to Vijzelstraat 68, 1017HL Amsterdam, the Netherlands.

20.2. The Parties agree that any notice to be given under or in connection with these Terms to you shall be in writing and shall be served as follows (or otherwise as notified by you from time to time through the Airwallex Platform):

(a) by mail to any mailing address we have recorded for you in your Airwallex Profile;

(b) by email to the email address we have recorded for you in your Airwallex Profile;

(c) by other electronic communication (such as by sending you an electronic message and referring you to a notice available for viewing or to download online or in Webapp using phone or other written records we have recorded for you in your Airwallex Profile.

20.3. Where you provide an email address, we may send notices to and rely on the authenticity of communications we receive from that email address as being from and binding on you. You must ensure only you and persons with authority to act on your behalf have access to your email addresses, that they are kept secure and that you contact us immediately if you become aware or suspect any relevant unauthorised use or security compromise.

20.4. Notices sent by email or other electronic communication shall be deemed to be received on the day on which the communication is sent, provided that (i) any notice sent after 17:00 hours (GMT) on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 09:00 (GMT) on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.

21. CHANGES TO THESE TERMS AND THE SERVICES

21.1. From time to time, we may vary the provisions of these Terms, the Schedules to these Terms (including the Fee Schedule) by giving notice to you in writing.

21.2. We may change these Terms by giving you one (1) months’ prior notice. We will consider that you have accepted the proposed changes if you do not terminate these terms by giving us written notice during that notice period.

21.3. We may also make changes immediately, without prior notice, if those changes:

(a) are necessary to comply with any Applicable Law or Network Rules; or

(b) relate to the addition of a new service or extra functionality of our Services and do not affect terms relating to the existing Services.

21.4. We may issue updates for the Airwallex Platform, including the Airwallex APIs, from time to time. We may need to do this to facilitate the continued and proper operation of the Platform, make improvements to the Platform or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Airwallex Platform until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate this Agreement, by giving you two months’ prior written notice.

21.5. We may also, from time to time, require you to update or make a change in software, interfaces or operating procedures, in order to continue using the Services or the Airwallex Platform. We may send you some additional information on how to implement those changes. We shall aim to send you this information as soon as reasonably practicable.

22. GENERAL

22.1. Airwallex is authorised as an electronic money institution by the Dutch Central Bank (De Nederlandsche Bank) under the Financial Supervision Act (Wet op het financieel toezicht,) (as amended) for the provision of payment services and issuance of electronic money. Airwallex is registered with the Dutch chamber of commerce under number 77519256.

22.2. These Terms are concluded in English and all communications (including any notices or the information being transmitted) shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

22.3. Schedule 1 (Definitions, Clause 6 (Settlement); Clause 15 (Data Protection) Clause 16 (Confidentiality); Clause 18 (Indemnity); Clause 19 (Limitation of liability); Clause 23 (Governing law) and Clause 24 (Set-off) shall survive the termination of these Terms and continue to bind you.

23. GOVERNING LAW

23.1 These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Netherlands. Each party agrees that the courts of Amsterdam, the Netherlands shall have jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

24. SET-OFF

24.1 If at any time an amount payable by you under these Terms or any other agreement with Airwallex is due but unpaid, we may withhold payment of any amount that is payable by Airwallex to you until you have made payment of the amount that you owe us. We may set off any amount that you owe us against any amount that we owe you. We may apply any credit balance in any account you have with us (including, without limitation, any Reserve) in and towards satisfaction of, or payment of, any of your obligations to pay an amount which is then due under these Terms or any other agreement you have with Airwallex.

25. FURTHER ASSURANCES

25.1. You agree, at your own expense, to:

(a) execute and do everything else reasonably necessary or appropriate to bind you under these Terms; and

(b) use your best endeavours to cause relevant third parties to do likewise.

25.2. If we determine that any part of these Terms (or a transaction in connection with it including but not limited to provisions relating to the Reserve) is or contains a security interest under English law, you agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which we ask and consider necessary for the purposes of:

(a) ensuring that the security interest is enforceable, perfected and otherwise effective; or

(b) enabling us to apply for any registration, or give any notification, in connection with

(c) the security interest so that the security interest has the priority required by us; or

(d) enabling us to exercise rights in connection with the security interest.

25.3. Everything you are required to do under this clause 25 is at your expense. You agree to pay or reimburse our reasonable costs, charges and expenses in connection with anything you are required to do under this clause 25.

26. THIRD-PARTY RIGHTS

25.1 A person who is not a party to these Terms (other than a Local Payment Provider) has no rights under the Dutch Civil Code to enforce any term of these Terms save that the obligations of the Merchant under these Terms are owed to Airwallex’s Affiliates each of whom may enforce the terms of these Terms against Merchant.

SCHEDULE 1 - DEFINITIONS

In these Terms, unless otherwise defined in these Terms itself, the following terms have the following meanings (for both the singular and plural):

Acceptable Use Policy

means Airwallex’s Acceptable Use Policy as referred to in Clause 1.6;

Acquirer

means, in relation to the Payment Processing Service:

(i) where we provide acquiring services to you directly, Airwallex;

(ii) where we act as a provider of indirect acquiring services, a third party with whom we have entered into an agreement for settlement of Merchant funds; and

(iii) where we provide you with Gateway Services, a third party that has an agreement with you to settle funds to you;

Acquiring Agreement

means an agreement between Merchant and an Acquirer for the collection and settlement by Acquirer of Payments to Merchant, which may be in the form of Commercial Entity Agreement or any other form requested by us;

Additional Services

has the meaning given to it in Clause 4.1(b));

Additional Terms

means the additional terms which vary or amend these Terms, as set out in the “Special conditions” section of the Master Services Agreement;

Affiliate

means: (a) a director, officer, partner, member, manager, executor or trustee of such person and (b) any person directly or indirectly controlling, controlled by, or under common control with, that person. For purposes of this definition, “control,” “controlling,” and “controlled” mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise;

Airwallex API

means the technical interface setting out the protocols and specifications required to effect an integration of the Customer’s technical systems with the Airwallex Platform for Authorised Users to use the Services;

Airwallex Platform or Platform

means the proprietary technology and associated products (including but not limited to those found on the Webapp and through an Airwallex API) devised by Airwallex to provide customers with Services under these Terms;;

Aggregate Payment Amount

means the aggregate amount in the Settlement Currency of all Payments which are due to be settled to Merchant;

Applicable Law

means any applicable law, regulation, rule, policy, judgment, decree, order or directive, at a state or local level, including, without limitation, any regulatory guidelines or interpretations or regulatory permits and licenses issued by governmental or regulatory authorities having jurisdiction over the relevant Party, that are applicable to a Party or its business or which the Party is otherwise subject to, in each case in force from time to time;

Assessment

means any assessment, fine, liquidated damages, fee, cost, expense or charge of any nature which a Network, Local Payment Network, Acquirer, Payment Method Provider or any other third party levies on you or us at any time, directly or indirectly, in relation to the Services, Transaction or any other aspect of our or such third party’s relationship with you;

Authorisation

means the confirmation at the time of a Transaction from or via the relevant Network or Local Payment Provider that the Payment Method used to pay for the Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised, that there are sufficient funds available for the relevant Transaction and that such a Transaction otherwise meets the requirements of the Network Rules and ‘authorise’ and ‘authorised’ shall be construed accordingly;

Authorisation Request

means a request for Authorisation;

Authorised User

has the meaning given to it in Clause 2.3;

Business Day

means a day other than a Saturday, Sunday or public holiday in the Netherlands on which banks are open for normal banking business in Amsterdam, the Netherlands;

Buyer

means the person purchasing products or services from the Merchant;

Capture Request

means the submission by you to the Acquirer or Payment Method Provider of Transaction Data relating to a specific Transaction after receipt of the Authorisation for the purposes of executing a payment instruction in respect of a Transaction;

Card

means any of the cards we allow to be accepted including any such cards we have agreed in writing with you;

Card Network

means any scheme governing the issue and use of Cards as may be approved and notified by us to you in writing from time to time;

Card Transaction

means a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with a Card;

Card Provider

means the issuer of a Card;

Chargeback

means any circumstances where Networks, Local Payment Networks, Acquirers or Payment Method Providers and/or their payment service providers refuse to Settle a Transaction or demand payment from us in respect of a Transaction that has been Settled and/or in respect of which a Settlement Payment has been made to you notwithstanding any Authorisation;

Chargeback Costs

means our administrative charge for processing a Chargeback and any (i) reasonable costs, expenses, liabilities, and (ii) Assessments that we may incur as a result of or in connection with a Chargeback;

Chargeback Fee

means our fee for processing Chargebacks as set out in the Fee Schedule;

Claim

means any action, proceeding, claim, demand or assessment (including Assessments), fine or similar charge whether arising in contract, tort (including negligence or breach of statutory duty) or otherwise;

Commencement Date

means the date specified in the Master Services Agreement or the date you agree to these Terms in the Online Application (whatever is earliest);

Commercial Entity Agreement

means commercial entity agreement set out in Schedule 2 (Commercial Entity Agreement for Card Processing Services) to these Terms;

Confidential Information

means these Terms and information relating to it (other than Transaction Data), or provided pursuant to it, that is designated as “confidential” or which by its nature is clearly confidential, howsoever presented, whether in oral, physical or electronic form and which is disclosed by one Party to another hereunder, including (but not limited to) pricing and specifications relating to the Services;

Consumer

means a consumer within the meaning of the FSA;

Contract Year

means the calendar year commencing from the date and month of the Commencement Date;

Customer Details

means the details set out in the Online Application or the Master Services Agreement (as may be applicable);

Data Complaint

has the meaning given to it in clause 15.3;

Data Controller

any person who alone or jointly or in common with others determines the purposes for which and the manner in which Personal Data is, or is to be, processed;

Data Protection Authority

public authorities that have regulatory or supervisory authority over a Network, Local Payment Network, Payment Method Provider Acquirer, Airwallex or you in the area of protection of Personal Data;

Data Protection Legislation

all Law applicable to the protection of Personal Data, including the General Data Protection Regulation ((EU) 2016/679) (Algemene verordening gegevensbescherming) and any applicable national implementing laws, regulations and secondary legislation in the Netherlands relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Dutch GDPR implementation act (Uitvoeringswet Algemene verordening gegevensbescherming);

Data Subject

means an identified or identifiable individual whose Personal Data is Processed under these Terms;

DCC

means Dutch Civil Code (Burgerlijk Wetboek);

DNB

means the Dutch Central Bank (De Nederlandsche Bank);

Due Diligence Information

has the meaning given to it in clause 3.1;

Interchange Fees

means any fees charged by the issuer of Cards via the Network. Interchange Fees are charged on Transactions as well as Authorizations. Interchange Fees differ depending on card processing dynamics (e.g. Network, card type, region), and are revised on a regular basis by relevant Network

Fee Schedule

means the fee schedule applicable to the Services published by Airwallex on www.airwallex.com or as we have otherwise agreed in writing with you.

Foreign Currency Settlement Fee

means the Foreign Currency Settlement Fee set out in the Fee Schedule;

Fraud Control Service

Means the monitoring and analysis of Transactions by Airwallex to identify and block fraudulent Transactions.

FSA

means Financial Supervision Act (Wet op het financieel toezicht);

FX Conversion Fee

means the FX Conversion Fee set out in the Fee Schedule;

Gateway Fee

means a fee per Transaction attempted or made using the Gateway Service;

Gateway Service

means the processing and transmission by Airwallex via a Hosted Checkout Page of Authorisation Requests, Capture Requests and Transaction Data between you and Buyer and/or between you and an Acquirer. When providing the Gateway Service, we do not enter into the possession of any funds at any time. In respect of the Gateway Service, the Acquirer will settle the resulting Payments to Merchant pursuant to an Acquiring Agreement.

Global Account

means the unique account ledger registered under your name and which records the amount of funds collected from your payers by Airwallex for you as part of the “Collection Services” provided under the Payment and FX Terms;

Hosted Checkout Page

means the Airwallex hosted payment pages which the Merchant uses to accept a Payment as part of the Gateway Service;

Insolvent

means:

(a) in respect of a person, that that person is unable to pay its debts as defined in article 1 or 214 Dutch Bankruptcy Code (Faillissementswet) EXCEPT THAT in the interpretation of this definition: a Party shall not be deemed to be unable to pay its debts if any demand under article 1 or 214 Dutch Bankruptcy Code is being contested in good faith by such Party and such Party has adequate funds to discharge the amount of such demand or if any such demand is satisfied before the expiration of 21 days from the date on which it is made;

(b) in respect of a person, that person is subject to the preparation of a plan (akkoord) in relation to section 370(2) of the Dutch Bankruptcy Code;

(c) (where you are an individual) you are the subject of a any other Dutch or foreign type of debt restructuring or bankruptcy petition or order;

(d) (where you are an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of the Debt Restructuring Natural Persons Act (Wet schuldsanering natuurlijke personen);

(e) where you are a partnership) you have any partner to whom any of the foregoing apply;

(f) (where you are an individual) you die or, by reason of illness or incapacity (whether mental or physical), you are incapable of managing your own affairs or become a patient under any mental health legislation;

Local Payment Method

means any of the local payment methods that we allow you to accept from time to time; including any we have agreed in writing with you

Local Payment Method Claim

has the meaning given in paragraph 1.8.3 of Schedule 3;

Local Payment Network

any scheme governing the issue and use of Local Payment Methods as may be approved and notified by us to you in writing from time to time;

Local Payment Provider

means the issuers of a Local Payment Method or Local Payment Network;

Losses

means any liabilities, losses, damages, charges, fines, costs and/or expenses (including reasonable and properly incurred legal fees and/or expenses);

LPM Transaction

means a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with a Local Payment Method;

Mark

means the names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, symbols, and marks that a Network or Local Payment Provider owns, manages, licenses, or otherwise controls and makes available for use by its customers and other authorized entities in accordance with a license.

Master Services Agreement

means the agreement entitled “Master Services Agreement” entered into between you and us (if any);

Merchant Bank Account

means the Merchant’s nominated bank account to which Settlement Payments can be paid specified in the Online Application or Master Services Agreement (as applicable);

MID

means merchant identifier;

Net Settlement Amount

means as defined in Clause 6.3

Network

means any scheme governing the issue and use of Cards, or as may be approved and notified by us to you in writing from time to time;

Network Rules

means all applicable rules and regulations of Networks and Local Payment Networks and operating guidelines, policies, procedures, manuals, announcements, bulletins and other requirements issued by the Networks, Local Payment Networks or Payment Method Providers from time to time which relate to (amongst other things) Cards, Payments, Transactions, Local Payment Methods and the related processing of data including but not limited to:

(a) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Visa (including rules regarding the use of Visa-Owned Marks, Visa acceptance, risk management, Transaction processing, and any Visa products, programs or services in which you are required to, or choose to participate); and

(b) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Mastercard International Incorporated, Maestro International Inc., and their subsidiaries and affiliates;

OFAC

means the Office of Foreign Assets Control of the United States Department of Treasury

Online Application

means the online application whereby you apply for the Services and agree to be bound by these Terms (if applicable);

Payment

means the payment in the relevant currency representing the relevant Transaction Value made or to be made by a Buyer for the purposes of completing the relevant Transaction;

Payout and FX Terms

means the agreement entitled “Payout and FX Terms” entered into between you and us;

Payment Methods

means Cards and Local Payment Methods;

Payment Method Fee

means, in respect of each Payment Method, the fee charged on the amount of the Transaction in the currency in which Airwallex is to settle funds to you under these Terms;

Payment Method Providers

means Card Providers and the issuers of Local Payment Methods;

Payment Processing Service

has the meaning given to it in Clause 4.1(a);

PCI SSC Standards

means the Payment Card Industry Data Security Standard, Payment Application Data Security Standard and the PIN Transaction Security Standard as updated from time to time and published by the PCI Security Standards Council (the “PCI SSC”) at https://www.pcisecuritystandards.org;

Permissible Deductions

has the meaning given to it in Clause 6.4;

Personal Data

means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; (c) or a combination of such data and other information in the possession of, or likely is to come into possession of, the Data Controller;

Privacy Policy

means our privacy which is made available on our website at https://www.airwallex.com/terms/privacy-policy-gbr or provided to you separately as amended from time to time;

Process

any operation or set of operations performed upon Personal Data or sets of Personal data, whether or not by automated means, and “Process” shall be construed accordingly.

Product Documentation

means the documentation and guidelines applicable to the Airwallex products and services found on our website www.airwallex.com/docs and http://www.airwallex.com/docs/api;

Prohibited Act

means:

(a) to directly or indirectly offer, promise or give any person working for or engaged by the Airwallex a financial or other advantage as an inducement or reward for any improper performance of a relevant function or activity in relation to obtaining these Terms or any other contract with the Merchant;

(b) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these Terms;

(c) committing an offence: (i) under the Dutch Criminal Code (Wetboek van Strafrecht); (ii) under the Sanctions Act 1977; (iii) under legislation or law concerning fraudulent acts; (iv) of defrauding, attempting to defraud or conspiring to defraud the Airwallex;

(d) any activity, practice or conduct which would constitute one of the offences listed under (c) above if such activity, practice or conduct had been carried out in the Netherlands.

Prohibited Transactions

means transactions that violate or contravene the Acceptable Use Policy which is available at www.airwallex.com or transactions prohibited by the Networks or Local Payment Providers;

Recurring Transaction

means a recurring periodic Transaction including but not limited to subscriptions or a series of instalment payments in respect of which Merchant periodically charges the Buyer’s Payment Method;

Recurring Transaction Authority

means a prior written authority (provided by the Buyer to the Merchant at checkout process) authorizing a Recurring Transaction and containing at least the following:

(a) the amount of the Recurring Transaction and whether it is fixed or variable;

(b) the dates on which the Recurring Transaction will be charged by the Merchant to the Buyer’s Payment Method and whether the dates are fixed or variable;

(c) the method by which the Merchant will communicate with the Buyer in respect of the Recurring Transaction Authority; and

(d) a statement that the Buyer is entitled to cancel the Recurring Transaction Authority at any time;

Refund

means the whole or partial reversing of a Transaction including the currency exchange;

Refund Fee

means our fee for processing Refunds as set out in the Fee Schedule;

Regulator

means any governmental or regulatory authority, and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the Parties and/or their businesses or any part or subdivision thereof in any territory in which the Services are made available or any local authority, district or other subdivision thereof and anybody which succeeds or replaces any of the foregoing;

Reserve

means an amount or percentage of your Settlement Payment(s) that we hold in order to protect against the risk of Refunds, Chargebacks, or any other risk, exposure and/or liability related to your use of the Services;

Sanctions Authorities

has the meaning given to it in the definition of Sanctions Laws;

Sanctioned Person

means a person that is (a) listed on, or owned or controlled by a person listed on any Sanctions List; (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide sanctions; or (c) otherwise a target of Sanctions Laws;

Sanctions Law

means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a) Australia; (b) the United States; (c) the United Nations; (d) the European Union; (e) the United Kingdom; (f) the Netherlands; or (g) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Australian Sanctions Office, OFAC, the United States Department of State, and Her Majesty’s Treasury (together ‘Sanctions Authorities’);

Sanctions List

means the Consolidated List, list issued by the Australian Sanctions Office, OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury (UK), the Dutch National Terrorism List (Nationale sanctielijst terrorisme), the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, or any similar list issued or maintained or made public by any of the Sanctions Authorities;

Service Fees

means the fees specified in the Fee Schedule; including, but not limited to, the Gateway Fee, Payment Method Fee, Refund Fee, FX Conversion Fee and Foreign Currency Settlement Fee;

Services

has the meaning given to it in Clause 4;

Settlement Currency

means:

(a) the Transaction currency if the Transaction currency is a Supported Currency;

(b) EUR if the Transaction Currency is not a Supported Currency; or

(c) if you have requested that another Supported Currency than the currency under (a) or (b) above is the Settlement Currency and we have approved such a request, such requested Supported Currency.

Settlement Payment

means payment of the Net Settlement Amount by us to the Merchant in accordance with clause 6;

Supported Currencies

means, in respect of each feature of a Service, each currency approved by Airwallex from time to time that can be settled, collected, exchanged and/or paid out (as applicable) using that feature through the Airwallex Platform;

Territory

means the Netherlands and the territories approved by Airwallex from time to time;

Transaction

means a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with either a Card or a Local Payment Method;

Transaction Data

means documents, data and records of any kind relating to Transactions, Chargebacks, or Refunds (including, for the avoidance of doubt, data relating to Cards, Local Payment Methods and Buyers);

Transaction Limit

means the maximum aggregate value of one or more Transactions that you may complete in respect of any specified period as determine by us from time or otherwise agreed in writing with you;

Transaction List

has the meaning given to it in Clause 6.6;

Transaction Mix

means the amount, type and nature of Transactions projected for the Merchant, including the Transaction volume, the average Transaction value, the types of the Buyers, the spread of Transactions across Payment Methods, the geographical spread of Transactions, the relevant Transaction currencies and other relevant information in relation to the Merchant and the use of the Services;

Transaction Personal Data

Personal Data relating to a specific Transaction and which it is necessary to process in connection with the provision of the Services;

Transaction Value

means, with respect to each Transaction, the amount of the purchase price of the relevant product or service offered by the Merchant.

Webapp

means the online user interface that the Customer and its Authorised Users may use to access the Airwallex Platform and the Services.

SCHEDULE 2 - COMMERCIAL ENTITY AGREEMENT FOR CARD PROCESSING SERVICES

This Commercial Entity Agreement for Airwallex Payment Card Funded Processing Services (‘Commercial Entity Agreement’ or ‘CEA’) is agreed with all Merchants that are Commercial Entities (as defined by Visa Europe, Visa Inc, Visa International, MasterCard Worldwide, UK Maestro, Solo and/or International Maestro (together the ‘Networks’)). Each such Merchant may be referred to herein as ‘you’ and/or ‘your’. This CEA constitutes your separate legally binding contract for credit and debit card processing for Airwallex transactions between you and the Acquirer (as defined below).

For the purposes of this CEA, ‘Acquirer’ will mean_____________. In this CEA ‘we’, ‘us’ and ‘our’ refer to the Acquirer.

In accordance with the provisions of this CEA, the Acquirer may terminate its provision of credit and debit card processing services and require Airwallex to enforce any of the provisions of the Merchant’s agreement(s) with Airwallex (‘Airwallex Agreement’), agreed by and between the Merchant and Airwallex.

Merchant agrees to the terms and conditions of this CEA. The Merchant further agrees that this CEA forms a legally binding contract between the Merchant and Acquirer; Airwallex is not a party to this contract and acts only as Acquirer’s agent in connection with it. If we propose to change this CEA in a substantial manner, Airwallex will provide you on our behalf with at least 30 days' (or such minimum period as is required by law) prior notice of such a change. After the notice period elapses, you will be deemed to have agreed to all such amendments to the CEA. To amend this CEA but not in a substantial manner, Airwallex will post on our behalf a revised version of the CEA on the Airwallex website(s), and the revised version will be effective at the time Airwallex posts it. If you disagree with any proposed amendments, you may close your Airwallex account before the expiry of the notice period provided in the notice and otherwise in accordance with the terms of the Airwallex Agreement, and this CEA will terminate on the closure of your account. A change to this CEA will be considered to be made in a “substantial manner” if the change involves a reduction to your rights or increases your responsibilities.

Overview of this CEA

When your customers pay you through Airwallex, they have the option of paying you through a funding source supported by Airwallex including a card. In most instances, you will not know the funding source that your customer selected. Since you may be the recipient of a card funded payment, the Networks require that you enter into a direct contractual relationship with an Acquirer who is a member of the Networks. By entering into this CEA, you are fulfilling such Network requirement and you are agreeing to comply with Network rules as they pertain to payments you receive through the Airwallex service.

Acquirer obligations

The Acquirer’s obligations under this CEA are limited exclusively to the processing of the Merchant's card transactions in the territory in which the Merchant is based and the receipt and disbursement of related funds to Airwallex for the account of the Merchant (the ‘Acquiring Services’). All other obligations relating to the provision of the services under the Airwallex Agreement are the responsibility of Airwallex and any issue, dissatisfaction, dispute and/or service dispute of the Merchant relating to any services provided to the Merchant should be notified to and brought against Airwallex in the first instance.

Subject to the terms of this CEA and the Airwallex Agreement, the Acquirer will initiate a payment to the designated account (as made known to the Acquirer by Airwallex) of an amount equal to the value of card transactions processed by the Acquirer for the Merchant under this CEA (less deductions for refunds, fines, assessments, chargebacks, chargeback costs, fees or other Merchant liabilities (whether actual or anticipated) under this CEA or the Airwallex Agreement). Any obligation of the Acquirer to remit funds under this CEA is subject to any rights of the Acquirer under its agreement with Airwallex.

The Merchant agrees that any payment made to Airwallex by the Acquirer under this CEA will be deemed good receipt by the Merchant of the sums due from the Acquirer to the Merchant in relation to the Acquirer’s liability to the Merchant under this CEA. The Merchant will indemnify the Acquirer and keep the Acquirer indemnified against all losses, costs, claims, demands, expenses (including legal expenses) and liabilities of any nature (including any re-settlement obligations under the Network rules) arising from or relating to the payment of funds by the Acquirer into an account in the name of Airwallex in accordance with the terms of this CEA.

Throughout the term of this CEA and after its termination for any reason, the Acquirer will be entitled to defer (for such period as it shall in its reasonable discretion consider appropriate) the date upon which the payment of funds in respect of card transactions would (but for this clause) be due in order to protect its position with respect to actual or anticipated chargebacks, fines, assessments, refunds, chargeback costs, fees, fraud, illegal activity or any other liability of the Merchant or relating to any card transactions or under this CEA or the Airwallex Agreement, whether actual or anticipated. Amounts so deferred may be set-off against any actual chargebacks, fines, assessments, refunds, chargeback costs, fees or any other liability of the Merchant. The Merchant understands and acknowledges that during the term of this CEA and after its termination for any reason whatsoever, the Merchant shall continue to bear total responsibility for all chargebacks, chargeback costs, refunds, fines, assessments, fees, fraud and illegal activity resulting in any way from card transactions processed pursuant to this CEA and all other amounts then due or which thereafter may become due under this CEA or the Airwallex Agreement.

Deposit Transactions. Merchant agrees that it shall only accept payments through Airwallex processing services for bona fide transactions between the Merchant and its customer for the sale of goods or services. Merchant shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. Merchant acknowledges that for Visa and MasterCard payments, Airwallex shall obtain an authorization for transaction amounts prior to completing the transaction.

Split Transactions. Merchant agrees not to split the sale into two (or more) separate amounts in order to avoid obtaining authorisation for the full amount. Except, however in an instance where the Merchant and cardholder agree on a partial shipment of product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), a sale may be split into multiple transactions.

Minimum or Maximum/Surcharges. Merchant agrees that it shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honouring Visa and MasterCard cards, unless otherwise permitted in the particular jurisdiction of a transaction.

Visa and MasterCard Marks. Merchant is authorized to and must use the Visa and MasterCard logos or marks on Merchant’s promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for Airwallex transactions.

Discrimination. Merchant agrees that it shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favour of any other card brand unless otherwise permitted in the particular jurisdiction of a transaction.

Access to Cardholder Data. Merchant acknowledges that where it has access to Cardholder Data (defined as the cardholder’s card number, expiration date, and CVV2) it will abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body), Visa or Mastercard, including the Payment Card Industry SSC Standards. In addition, Merchant agrees to comply with the data security standards required by Airwallex under the Airwallex Agreement, as may be amended from time to time. In the event that Merchant receives Cardholder Data in connection with the Airwallex Processing Services, Merchant agrees that it will not use the Cardholder Data for any purpose that it knows or should know to be fraudulent or in violation of any Network rules. Merchant also agrees that it will not sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than its acquirer, Visa or MasterCard (as applicable) or in response to a government request.

Merchant Identification. Merchant agrees to prominently and unequivocally inform the cardholder of the identity of the Merchant at all points of interaction including the location (physical address) of the Merchant to enable the cardholder to easily determine whether the transaction will be a domestic transaction or a cross-border transaction.

Chargebacks. Merchant shall use all reasonable methods to resolve disputes with the cardholder. Should a chargeback dispute occur, Merchant shall promptly comply with all requests for information from Airwallex. Merchant shall not attempt to recharge a cardholder for an item that has been charged back to the cardholder, unless the cardholder has authorized such actions.

Merchant’s Refund Policy must be on Merchant’s Website. If Merchant limits refund/exchange terms or other specific conditions for Card sales, Merchant’s policy must be clearly provided to the cardholder prior to the sale and Merchant must conform with all applicable laws and the Network rules.

Audit. Upon Acquirer’s request, the Merchant must promptly disclose to Acquirer such information as Acquirer reasonably requires in order to enable Acquirer to perform its obligations, and/or assess its financial and insurance risks in connection with the services provided, and/or to assess the Merchant’s compliance with the terms of the CEA and/or the Network Rules.

Term and Termination. This CEA is effective upon the date the Airwallex Agreement between the Merchant and Airwallex comes into force and continues so long as the Airwallex Agreement remains in force between Merchant and Airwallex but shall automatically terminate without notice on termination (opzeggen of ontbinden) of such Airwallex Agreement for any reason, provided that those terms which by their nature are intended to survive termination (including without limitation, indemnification obligations and limitations of liability) shall survive.

This CEA may be terminated (opzeggen of ontbinden) by the Acquirer at any time in the event of a breach of any of the Merchant’s obligations under this CEA or the Airwallex Agreement, or by the Merchant in the event of a breach of any of the Acquirer’s obligations under this CEA, or by the Acquirer in the event of the termination of the acquiring services agreement entered into between Airwallex (or its applicable affiliates) and the Acquirer as notified to the Merchant.

Indemnification. The Merchant agrees to indemnify and hold the Acquirer harmless from and against all losses, liabilities, damages and expense: (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by the Merchant under this CEA; (b) arising out of the Merchant’s or its employees’ gross negligence or wilful misconduct, (c) arising in connection with Card transactions or otherwise arising from the Merchant’s provision of goods and services to cardholders or customers; (d) arising out of Merchant’s use of the Airwallex Service; or (e) resulting from any fines or arising out of any third party indemnifications Acquirer is obligated to make as a result of Merchant’s actions (including indemnification of any Network or card issuing bank).

Assignment/Amendments. This CEA may not be assigned by the Merchant without the prior written consent of the Acquirer. This provision has proprietary effect (goederenrechtelijk effect). The Acquirer may assign its rights under this CEA without the Merchant’s consent.

Warranty Disclaimer. This CEA is a service agreement. The Acquirer disclaims all representations or warranties, express or implied, made to the Merchant or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.

Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event will the Acquirer, or any of its directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for loss of profits, income or anticipated savings, loss of business, contracts or customers, or loss of goodwill, reputational damage, damage to or loss of information or data, damage or loss as a result of business interruption, or damage or loss as a result of claims from the Parties’ customers or suppliers, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable, known, foreseen or otherwise or whether the Acquirer has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall the Acquirer be liable or responsible for any delays or errors in its performance of the services caused by our service providers or other parties or events outside of the Acquirer's reasonable control, including Airwallex. Notwithstanding anything in this CEA to the contrary, the Acquirer's cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this CEA and regardless of the form of action or legal theory and whether or not arising in contract or tort (including negligence) shall not exceed the total volume of all transactions, expressed as a Euro dollar amount processed by the Merchant under this CEA via Airwallex. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.

Waiver. The failure of a party to assert any of its rights under this CEA, including, but not limited to, the right to terminate (opzeggen of ontbinden) this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.

Relationship between the parties. No agency, partnership, joint venture or employment relationship is created between Merchant and Acquirer by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this CEA will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party's behalf.

No Illegal Use of Services. The Merchant will not access and/or utilize the Acquiring Services for illegal purposes and will not interfere or disrupt networks connected with the Acquiring Services.

Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.

Governing Law. This CEA (and the relationships referred to or contemplated by it) shall be governed and construed in accordance with the law of the Netherlands and the parties submit to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands with respect to any dispute hereunder.

SCHEDULE 3

LOCAL PAYMENT METHOD PROCESSING TERMS

You agree that the following additional terms (“Local Payment Method Terms”) will apply and shall form part of these Terms. Where the Local Payment Method Terms and the Terms conflict, the Local Payment Method Terms shall prevail, but only to the extent required to resolve such conflict.

  1. Subject to these Local Payment Method Terms, you may use, access and utilise Local Payment Methods to accept payments from Local Payment Users for sales of your goods and/or services.

  2. Your use of the Local Payment Method is subject to:

2.1 your successful registration for and continued right to use the Local Payment Method in accordance with the Local Payment Rules;

2.2 your acceptance of and agreement to be bound by the Local Payment Rules;

2.3 your acceptance of and compliance with conditions that may be notified by the Local Payment Provider or Local Payment Network to us from time to time.

  1. You shall be solely responsible for procuring the Supporting Infrastructure and Services, and in no event shall the Local Payment Provider be liable or responsible for any Supporting Infrastructure and Services and any and all related fees and costs shall be for your own account.

  2. You shall use the Local Payment Method solely for the Local Payment Transactions that involve products and/or services properly registered with and approved by the Local Pyament Provider. Failure to comply with this requirement results in us terminating (opzeggen of ontbinden) these Terms immediately (in whole or in part) and we will not be responsible for any loss suffered by you as a result of such termination.

  3. You acknowledge and agree that: (1) the Local Payment Provider reserves all right, title and interest in its and its affiliates' Intellectual Property Rights; (2) all rights not expressly granted to you are reserved and retained by the Local Payment Provider, its affiliates or its licensors, suppliers, publishers, rights holders, or other content providers; and (3) the Intellectual Property Rights of the Local Payment Provider and its affiliates may not be reproduced, duplicated, copied, licensed, sold or resold without the Local Payment Provider’s express written consent.

  4. You acknowledge and agree that the Local Payment Provider shall own the Local Payment User Data, the Local Payment Provider’s Marks and all Intellectual Property Rights in or to Local Payment User Data and the Local Payment Provider's Marks. You undertake to assign or procure the assignment of all Intellectual Property Rights relating to Local Payment User Data to the Local Payment Provider or its nominee for this purpose for no additional consideration immediately upon creation. You acknowledge and agree that the Local Payment User Data shall be deemed to be the Local Payment Provider 's confidential information and you shall only use the Local Payment User Data for the purpose of complying with your obligations under these Terms.

  5. You shall display Local Payment Provider’s Marks in accordance with Local Payment Rules and at least as prominently as other Payment Method Provider’s Marks.

  6. You understand, acknowledge and agree that:

8.1 you shall ensure the accuracy and completeness of the information and records kept in relation to the Local Payment User and Local Payment Transactions. You shall keep such information records for a period of at least seven (7) years or such longer period as required by the Local Payment Rules from the date of the Local Payment Transaction;

8.2 you shall assume all liabilities for the legality, authenticity, completeness and validity of your instructions given in the course of your use of the Local Payment Method. You undertake to solely assume all risks relating to actions of the Local Payment Provider that are taken in accordance with your instructions or purported instructions;

8.3 you shall indemnify the Local Payment Provider, the Local Payment Provider's partners, and the Local Payment Provider's affiliated companies from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability (each an “Local Payment Method Claim”) arising from: (1) your use of the Local Payment Method; (2) any sale or purported sale of products or services by you through the Local Payment Method; (3) any breach by you of Applicable Law or mandatory codes, standards or best practice guidelines; or (4) any breach by you of these Terms;

8.4 you shall use counsel reasonably satisfactory to us and/or the Local Payment Provider to defend each indemnified claim. If at any time we and/or the Local Payment Provider reasonably determine that any indemnified claim might adversely affect us and/or the Local Payment Provider, we or the Local Payment Provider may take control of the defense at our or the Local Payment Provider's respective expense. You may not consent to the entry of any judgment or enter into any settlement of an indemnified claim without our and/or the Local Payment Provider's prior written consent, which may not be unreasonably withheld;

8.5 you shall comply with Local Payment Rules, including but not limited to processing and accepting any Refund and Chargebacks in accordance with Local Payment Rules;

8.6 you shall not restrict the Local Payment Method User in any way from using the Local Payment Method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount from customers except where required to do so by Applicable Law.

  1. Clauses 5, 6, 7, 8 and 9. of this Schedule shall survive and continue to bind you.

  2. A person who is not a party to these Terms (other than a Local Payment Provider) has no rights under the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation under Applicable Law) or otherwise to enforce any term of these Local Payment Method Terms save that the obligations of the Merchant under these Terms are owed to Airwallex’s Affiliates each of whom may enforce the terms of these Terms against Merchant.

  3. In this section:

“Applicable Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or services by the Merchant in connection with the Local Payment Method.

“Intellectual Property Rights” means rights in, without limitation, (1) patents, design rights, copyright (including rights in computer software), database rights, trademarks, service marks, logos, moral rights, trade or business names, domain names, confidential information and knowledge and rights protecting goodwill and reputation, in all cases whether registered or unregistered; (2) all other forms of protection having a similar nature or effect anywhere in the world to the right described in (1); and (3) applications for or registrations of any of the above rights described in (1) or (2).

“Supporting Infrastructure and Services” means (1) point-of-sale terminals, supporting hardware and other equipment; (2) terminal financing; (3) local supporting functions; and (4) any other hardware or software systems reasonably required for the purpose of use of the Local Payment Method by a Merchant.

Local Payment Rules” means all applicable rules, regulations, operating guidelines, policies, procedures, manuals, announcements, bulletins, requirements issued by the Local Payment Networks or Local Payment Provider from time to time which relate to (amongst other things) Payments, Transactions, Local Payment Methods and the related processing of data.

“Local Payment User” means any person who from time to time is accepted by the Local Payment Provider as a user of the Local Payment Method who purchases goods or services from the Merchant utilising Local Payment Method as the payment solution.

“Local Payment User Data” means the Local Payment Users' names, account information, Local Payment Transaction information, Personal Data and any other information relating to the Local Payment Users and/or their use of the Local Payment Method, which are collected by, generated by, or otherwise coming into yours or the Local Payment Provider’s possession or control.

“Local Payment Transaction” means any Transaction between a Merchant and a Local Payment User which utilises the Local Payment Method.

Marketplace Scale Terms

1 INTRODUCTION

1.1 These terms (“Scale Terms”) are between you and Airwallex (Netherlands) B.V. (Company No. 77519256) (“us”/“we”), together the “Parties”.

1.2 These Scale Terms set out the terms governing the relationship between the Parties in relation to our performance of the Scale Activities.

1.3 Marketplace Users enter into a separate agreement with us directly in relation to the performance of Scale Activities. We will perform Scale Activities to facilitate the disbursement of funds, where a payment is made by a buyer on the Marketplace to a Marketplace User, by receiving funds from an Acquirer and crediting such funds in the form of electronic money to a Marketplace User on the terms of these Scale Terms and our agreements with Marketplace Users.

1.4 These Scale Terms are supplemental to, form part of, and must be read together with, the Client Agreement.

1.5 Capitalised terms in these Scale Terms are as defined in the Client Agreement or in these Scale Terms.

1.6 You can see the most current version of these Scale Terms and the Client Agreement on our website www.airwallex.com. You can also download a copy of these Scale Terms and keep them for future reference or ask us for a copy at any time.

1.7 To the extent there is a conflict between the Client Agreement and these Scale Terms, these Scale Terms will prevail.

2 TERM

These Scale Terms shall be in effect from the Commencement Date until these Scale Terms or the Client Agreement are terminated (beëindigd) in accordance with the Client Agreement (“Term”).

3 SCALE ACTIVITIES

3.1 We shall perform our Scale Activities for the Term of these Scale Terms. Performance of Scale Activities shall involve:

a) receipt of funds by us from Acquirers into the Virtual Account; and/or

b) the crediting of such funds in the form of electronic money to the Wallets of Marketplace Users and your Wallet in accordance with the Settlement Data.

3.2 Scale Activities insofar as they are services we provide to you, form part of the Services set out in the Client Agreement.

3.3 By using the Services you confirm that you accept and agree to these Scale Terms together with the Client Agreement (and the additional documents referred to in the Client Agreement).

3.4 We shall not be obliged to perform Scale Activities in respect of funds received relating to any Merchant which is not a Marketplace User.

3.5 Except as expressly stated in these Scale Terms, we will perform the Scale Activities on an “as is” “as available” basis without any warranties, conditions and terms, whether express or implied by statute, law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement), which are excluded to the fullest extent permitted by law.

4 UNDERTAKINGS

4.1 You undertake the following:

a) You will take all necessary steps to ensure that Acquirers pay any funds, which we will be required to allocate into Wallets as part of the Scale Activities, to the Virtual Account. We shall not be liable to provide Scale Activities in respect of funds which we do not receive from Acquirers;

b) You will provide us with Settlement Data prior to us receiving any corresponding funds from Acquirers, unless otherwise agreed with you from time to time. We shall not be required to allocate any funds until we receive such Settlement Data;

c) You shall only provide us with Settlement Data that is complete and accurate, such that it specifies (in such format and with such content as we may reasonably specify) how all funds that we receive or are to receive from an Acquirer are to be allocated. We will not be required to credit funds to Wallets where such requirement is not met;

d) You shall provide us with Settlement Data through the Platform via the Webapp or Airwallex APIs or, if agreed with us in writing, manually via a representative of Airwallex;

e) You shall not agree anything with Merchants that would conflict with or cause you to be in breach of these Scale Terms or the Client Agreement;

f) You will obtain written authorisation from each Marketplace User to instruct us on their behalf in relation to our performance of Scale Activities with respect to the Marketplace User, including in relation to the Marketplace Fees as provided for in Clause 7 of these Scale Terms;

g) You will promptly notify us if you know or suspect a Marketplace User is in breach of Applicable Law and provide reasonable cooperation with us in this regard;

h) You undertake to immediately inform us of any material breach by you of or inability to comply with Applicable Law, these Scale Terms or the Client Agreement.

4.2 If you fail to provide us with Settlement Data in accordance with Clause 4.1 of these Scale Terms, you must rectify such failure immediately and in any event no later than one Business Day from the date and time of its occurrence and you shall ensure full cooperation with us in this regard.

4.3 You must refer all Merchants selling through your Marketplace to enter into Merchant Scale Terms and a Merchant Client Agreement with us. We shall not be liable to perform Scale Activities in respect of any funds that we receive that relate to a Merchant that is not a Marketplace User. We shall not be obliged to enter into Merchant Scale Terms or a Merchant Client Agreement with any given Merchant, if to do so would be inconsistent with our policies, processes or Applicable Law. We shall inform you where we do not agree to enter into Merchant Scale Terms or a Merchant Client Agreement with a particular Merchant, unless prohibited from telling you under Applicable Law.

4.4 You shall promptly provide us with all information that we may reasonably require from you from time to time so that we can perform Scale Activities and comply with our obligations under Applicable Law as they relate to the Scale Activities.

5 REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties in the Client Agreement, you represent and warrant to us that you:

a) have the right, power and authority, including under Applicable Law, to enter into these Scale Terms and to perform all of your obligations under it; and

b) will provide us with accurate, up-to-date and complete information at all times, particularly in relation to any Settlement Data.

6 SHARING OF DATA

6.1 The Parties acknowledge and agree that they each act as data controllers in relation to the personal data they process in the performance of these Scale Terms. Each Party agrees to comply with its respective obligations under applicable Data Protection Legislation.

6.2 You acknowledge and agree that any sharing between you and us of Customer Data, including personal data, both of yourself and of Marketplace Users will be undertaken in accordance with the Client Agreement and our privacy policy.

6.3 You warrant that you have the legal right to disclose Terms personal data that you do in fact disclose to us under or in connection with these Scale Terms. You acknowledge and agree that in the event we process any personal data on your behalf, you, if required by applicable Data Protection Legislation, will inform the applicable third parties of any such processing and serving of personal data by us and will ensure that such third parties have given any required consents.

6.4 For the purposes of these Scale Terms, the ‘Agreed Purposes’ for us to collect, use, store or otherwise process such personal data are for us to:

a) provide Services to you and Marketplace Users and manage our relationship with you and Marketplace Users;

b) to enable us to comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks; and

c) to enable us to comply with these Scale Terms, the Client Agreement, Merchant Client Agreements, Merchant Scale Terms and our Privacy Policy.

6.5 You must provide clear and prominent information about:

a) the Marketplace Services and any Marketplace Fees in your Marketplace Agreement, and include a prominent link to your privacy policy; and

b) which personal data of the Marketplace User you will have access to, and how you will use, display or transfer such personal data, in your privacy policy.

6.6 Your Marketplace Agreement must also give you clear authorisation from each Marketplace User to:

a) perform the Marketplace Services; and

b) provide Settlement Data for the allocation by us of funds received from Acquirers to Wallets of Marketplace Users in accordance with such Settlement Data.

6.7 You must promptly notify us in writing if your authorisation set out in Clause 6.6 of these Scale Terms is withdrawn or amended.

6.8 You will not attempt to provide us with Settlement Data in respect of a Marketplace User that has not expressly authorised you to do so, or after such authorisation has been withdrawn. We will cease to perform Scale Activities in respect of a Marketplace User which has withdrawn your authorisation.

7 SCALE FEES AND MARKETPLACE FEES

7.1 Subject to the provisions of this Clause 7, where you provide us with an instruction to deduct a specified amount of funds from the Wallet of a Marketplace User (including Marketplace Fees), we shall follow your instructions and transfer the deducted funds to your Wallet.

7.2 Marketplace Fees. You are responsible for clearly communicating the Marketplace Fees to Marketplace Users before they use the Marketplace Services. We are not responsible for and have no control over any Marketplace Fees that you may charge the Marketplace User for the Marketplace Services.

7.3 Authorisation to deduct Marketplace Fees. You warrant and undertake that:

a) you have and throughout the Term of these Scale Terms shall have the authority of the Marketplace User to instruct us to deduct Marketplace Fees and other amounts from the funds in each Marketplace User’s Wallet for transfer to your Wallet; and

b) you shall only instruct us to make such deductions if you have the Marketplace User’s authority to do so.

7.4 If the Marketplace User does not have enough funds in their Wallet for us to make such a deduction or if such a deduction would take the amount in the Marketplace User’s Wallet below zero, we will not be able to make the deduction until we have received additional sufficient funds to the Wallet.

8 DISPUTES WITH MARKETPLACE USER OR ACQUIRER AND RELATED LIABILITY

8.1 In the event of any complaint or dispute between you and a Merchant, you must settle the dispute directly with the Merchant in accordance with your Marketplace Agreement. Such disputes cannot be dealt with under these Scale Terms.

8.2 You acknowledge and agree that you are solely responsible for the Marketplace Services. We are not responsible for and do not guarantee the performance of the Marketplace Services. We are not responsible for the acts or omissions of you, Acquirers or Merchants (including, without limitation, any sums owed between any of such parties), and we will not be liable for any loss caused by you, an Acquirer or a Merchant. We are also not responsible for any payment that you may need to make to a Merchant.

8.3 We are not liable for any Merchant’s goods or services. You acknowledge and agree that all Merchants are solely responsible for, and we have no responsibility or liability for:

a) any goods or services that a Merchant sells through the Marketplace;

b) any obligations that a Merchant owes to you, or your Marketplace’s users; or

c) your or a Merchant’s compliance with Applicable Law.

9 INDEMNITY

9.1 In addition to the indemnities set out in the Client Agreement, you will indemnify us and keep us indemnified on demand against all losses, damages, costs (including legal fees) and expenses incurred or suffered by us in connection with or as a result of:

a) you giving us instructions to make deductions from a Marketplace User’s Wallet without their authority;

b) your breach of these Scale Terms, failure to comply with Applicable Law, or your use or misuse of our Scale Activities;

c) any loss related to:

(i) any chargebacks, refunds, fines, reversals of a transaction, or deduction of fees;

(ii) us acting on any Settlement Data;

(iii) your breach of your obligations to a Marketplace User, an Acquirer or your customers or users, or the Marketplace Agreement; or

(iv) any disputes between you and Marketplace Users.

9.2 Clauses 18.2 to 18.4 of the Client Agreement shall apply in respect of the obligations in this Clause 9.

10 TERMINATION AND SUSPENSION

10.1 The Parties can terminate (beëindigen) these Scale Terms in accordance with the Client Agreement.

10.2 The termination of these Scale Terms will not terminate the Client Agreement. The Client Agreement can only be terminated in accordance with its terms. However, the termination of the Client Agreement will automatically terminate these Scale Terms.

10.3 Termination of Marketplace Services and access to Scale Activities. If you no longer wish to offer the Marketplace Services to a Marketplace User you must terminate your Marketplace Agreement in accordance with its terms and promptly notify us in writing that you have done so. You acknowledge and agree that we will continue to deduct all outstanding Marketplace Fees as instructed by you for the Marketplace User’s use of the Marketplace Services up until the date of termination of your agreement with the Marketplace User, including any Marketplace Fees that become due and payable after termination but relate to the Marketplace User’s use of the Marketplace Services before termination.

10.4 Termination of agreement with Marketplace User. We reserve the right to (without notice to you) suspend or terminate all or any part of our agreement with a Marketplace User, or any of the Services we provide to a Marketplace User, in accordance with the Merchant Client Agreement and any other agreements between us and the Marketplace User.

11 RIGHT TO ACT ON THE YOUR BEHALF

You grant us the unconditional right to enter on your behalf into binding contractual agreements with Merchants relating to provisions in the Marketplace Agreement enabling Merchants to request initiation of a payment to or from their Wallet or to obtain information (including transactional information) on their Wallet.

12 DEFINITIONS & INTERPRETATION

12.1 In these Scale Terms, the following definitions apply.

Acquirers means payment services providers who provide acquiring services under arrangements with you.

Applicable Law means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant regulatory body applicable to the activities undertaken or procured by the Parties under these terms, as interpreted by taking into account any code of practice or guidance issued by any regulatory body with which reputable financial institutions in the Netherlands are required or accustomed to comply.

Client Agreement means the “Payment and FX Terms” entered into between you and us.

Commencement Date means the date referred to in the Master Services Agreement.

Data Protection Legislation means applicable privacy and data protection laws including the General Data Protection Regulation (EU) 2016/679) (Algemene verordening gegevensbescherming) and any applicable national implementing laws, regulations and secondary legislation in the Netherlands relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time including the Dutch GDPR implementation act (Uitvoeringswet Algemene verordening gegevensbescherming). The terms personal data, data subject, data controller, processor, process and processing will have the meaning set out in the Data Protection Legislation.

Marketplace means an online marketplace or other e-commerce platform operated by you, through which you enable Merchants to sell their products.

Marketplace Agreement means your separate agreement(s) with a Merchant for the provision of the Marketplace Services.

Marketplace Fees means the fees that are payable by the Marketplace User to you under your Marketplace Agreement.

Marketplace Services means the products and services you provide to the Merchant under the Marketplace Agreement, including to enable the Merchant to receive payment for goods or services they have sold through your Marketplace.

Marketplace User means any Merchant who has an agreement with you to sell products through your Marketplace and who has entered into Merchant Scale Terms and a Merchant Client Agreement with us, which are in all cases currently in force.

Master Services Agreement means the agreement entitled “Master Service Agreement” entered into between you and us.

Merchant means seller of goods, services, content or other products.

Merchant Client Agreement means a “Payment and FX Terms” entered into between us and a Marketplace User.

Merchant Scale Terms mean the agreement entitled “Marketplace Scale Terms” entered into by us and a Merchant (and which supplement the Merchant Client Agreement).

Scale Activities means disbursement services provided by us as set out in Clause 3.1, in accordance with these Scale Terms.

Settlement Data means a data file which contains all information necessary, including such type of information as we may inform you from time to time, to allow us to allocate any funds that we receive from Acquirers to your Wallet and Wallets of Marketplace Users.

Virtual Account means a bank account in the name of Airwallex (Netherlands) B.V. or an affiliate, which shall be used to receive funds from Acquirers, the details of which we will provide to you from time to time.

Merchant Scale Terms

Scale Terms

A. Clauses 1 to 11 (“Scale Terms”) are between you and Airwallex (Netherlands) B.V. (Company No. 77519256) (“us”/“we”), together being the “parties” to the Scale Terms.

B. The Scale Terms set out the terms governing the relationship that apply to our performance of the Scale Activities and how you use our related services.

Wallet access terms

I. Clause 12 of this document is a separate agreement between you, us and (“Marketplace Provider”), together being the “parties” to the agreement in Clause 12.

II. It covers how you can access your Wallet through the Marketplace.

III. When we and you agree to the Scale Terms, we (both on our own behalf and on behalf of Marketplace Provider) will at the same time be agreeing Clause 12 with you.

1 INTRODUCTION TO THE SCALE TERMS

1.1 The Marketplace has entered into a separate agreement with us for the performance of Scale Activities. We will perform Scale Activities to facilitate the disbursement of funds where a payment is made to you by a buyer on the Marketplace.

1.2 These Scale Terms are supplemental to, form part of, and must be read together with, the Client Agreement.

1.3 Capitalised terms in these Scale Terms are as defined in the Client Agreement or in these Scale Terms.

1.4 You can see the most current version of these Scale Terms and the Client Agreement on our website www.airwallex.com. You can also download a copy of these Scale Terms and keep them for future reference or ask us for a copy at any time.

1.5 To the extent there is a conflict between the Client Agreement and these Scale Terms, these Scale Terms will prevail.

2 TERM

These Scale Terms shall be in full force from the Commencement Date until these Scale Terms or the Client Agreement is terminated (beëindigd) in accordance with the Client Agreement (“Term”).

3 SCALE ACTIVITIES

3.1 We shall perform our Scale Activities for the Term of these Scale Terms. Performance of Scale Activities shall involve us crediting funds that we receive from Acquirers to your Wallet in the form of electronic money, in accordance with these Scale Terms and the terms we have in place with the Marketplace Provider.

3.2 We shall only credit funds received from an Acquirer to your Wallet in accordance with the Settlement Data, and only once we’ve received the funds.

3.3 Scale Activities, insofar as they are services provided to you, form part of the Services set out in the Client Agreement.

3.4 By using the Services, you confirm that you accept and agree to these Scale Terms together with the Client Agreement.

3.5 Except as expressly stated in these Scale Terms, we will provide the Scale Activities to you on an “as is”, “as available” basis without any warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement), which are excluded to the fullest extent permitted by Applicable Law.

4 CUSTOMER UNDERTAKINGS

4.1 You undertake to promptly provide us with any and all information that we may reasonably require from you from time to time so that we can perform Scale Activities and comply with our obligations under Applicable Law as they relate to the Scale Activities (including, without limitation, customer due diligence information). We may (insofar as is permitted by Applicable Law) cease to provide Scale Activities immediately if you fail to provide us with the information that we request from you under this Clause.

4.2 You must immediately inform us of any material breach by you of or inability to comply with Applicable Law, these Scale Terms or the Client Agreement.

5 SCALE FEES AND MARKETPLACE FEES

5.1 Authorisation to deduct Marketplace Fees etc. You acknowledge and agree that we may deduct any amounts you owe the Marketplace Provider (including for Marketplace Fees) from the funds in your Wallet at the request or on the instructions of the Marketplace Provider, without the need for us to verify that such amounts are in fact owing as between you and the Marketplace Provider, and transfer them to the Marketplace Provider.

5.2 Marketplace Fees. The cost of the Marketplace Services will depend on your agreement with the Marketplace Provider and should be made clear in your Marketplace Agreement. We are not responsible for and have no control over any Marketplace Fees or other amounts that the Marketplace Provider may charge you for the Marketplace Services or require you to pay.

5.3 You must ensure you have sufficient electronic money in your Wallet to cover amounts you owe the Marketplace Provider. If you do not have enough funds in your Wallet for us to deduct the Marketplace Fees or other amounts, or if any such deduction would take your Wallet below zero, you must immediately load funds into your Wallet to pay the amount owing (and to restore your Wallet above zero) without requiring notice from us to do so.

5.4 You agree to maintain the Reserve in your Wallet at all times throughout the Term of these Scale Terms.

5.5 If you do not comply with Clauses 5.3 and 5.4 of the Scale Terms, we may suspend use of your Wallet or refuse to provide the Services to you. We may also take reasonable steps to recover any amount owing including any shortfall in the Reserve, for example by taking legal action or using debt collection services, and may charge you for the reasonable cost of doing so.

6 REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties in the Client Agreement, you represent and warrant that you:

a) have the right, power and authority, including under Applicable Law, to enter into these Scale Terms and to perform all of your obligations under them; and

b) will provide us with accurate, up-to-date and complete information at all times.

7 SHARING OF DATA

7.1 You acknowledge and agree that we and the Marketplace Provider may share your Customer Data, including your personal data, with each other. When we receive any of your Customer Data from the Marketplace Provider, we will use it in accordance with the Client Agreement and our Privacy Policy (as referred to in Clause 1.6 of the Client Agreement).

7.2 For the purposes of these Scale Terms, the ‘Agreed Purposes’ for us to collect, use, store or otherwise process such personal data under these Scale Terms are:

a) provide Scale Activities to you and manage our relationship with you;

b) to enable us to comply with all Applicable Law and applicable Data Protection Legislation, including conducting anti-money laundering, financial crime and other screening checks; and

c) to enable us to comply with these Scale Terms, the Marketplace Client Agreement, the Client Agreement, Marketplace Scale Terms and our Privacy Policy (as referred to in Clause 1.6 of the Client Agreement).

8 DISPUTES WITH MARKETPLACE PROVIDER AND ACQUIRER AND RELATED LIABILITY

8.1 You acknowledge that we have no control over or responsibility for the actions or failures of the Acquirer and Marketplace Provider. This means, for example, that we are not liable if:

a) an Acquirer fails to send us any money due to you, or fails to send the money on time; or

b) the Marketplace Provider gives us incomplete, inaccurate or otherwise inadequate Settlement Data, or delays giving us Settlement Data, relating to amounts due to you.

8.2 In the event of any complaint or dispute between you and the Marketplace Provider, you must settle the dispute directly with the Marketplace Provider in accordance with your Marketplace Agreement. Such disputes cannot be dealt with under these Scale Terms.

8.3 We are not liable for the Marketplace Services, Acquirers or the Marketplace Provider. The Marketplace Provider is solely responsible for the Marketplace Services. We are not responsible for and do not guarantee the performance of the Marketplace Services or any transaction you enter into with your customers. We are not responsible for the acts or omissions of the Marketplace Provider or Acquirers and we will not be liable for any loss caused by a Marketplace Provider or Acquirer. We are also not responsible for any payment that may be due to you for the sale of your goods or services through the Marketplace Provider.

8.4 We are not liable for your goods or services. You are solely responsible for, and we have no responsibility or liability for:

a) any goods or services that you sell through the Marketplace Provider;

b) any obligations that you owe to the Marketplace Provider, or your customers or users; or

c) your compliance with Applicable Law.

9 INDEMNITY

9.1 In addition to the indemnities set out in the Client Agreement, you will indemnify us and keep us indemnified on demand against all losses, damages, costs (including legal fees) and expenses incurred or suffered by us in connection with or as a result of:

a) any transaction you enter into with your customers;

b) us acting on any of your instructions which we reasonably believe to have been given by you or by the Marketplace Provider acting with your authority;

c) you having insufficient funds in your Wallet to cover the full amount of the Marketplace Fees or any other amounts (including any chargeback, reversal of a transaction, or deduction of fees) due to the Marketplace Provider or us;

d) you failing to maintain the Reserve in your Wallet;

e) your breach of your obligations to the Marketplace Provider or your customers or users;

f) your breach of Applicable Law;

g) your breach of these Scale Terms;

h) your use or misuse of our Scale Activities;

i) any chargebacks, refunds, fines, reversals of a transaction, or deduction of fees;

j) your breach of the Marketplace Agreement; or

k) any disputes between you and Marketplace Provider.

9.2 Clauses 18.3 to 18.5 of the Client Agreement shall apply in respect of the obligations under this Clause 9.

10 TERMINATION AND SUSPENSION

10.1 The Parties can terminate (beëindigen) these Scale Terms in accordance with the Client Agreement.

10.2 The termination of these Scale Terms will not terminate the Client Agreement. The Client Agreement can only be terminated in accordance with its terms. However, the termination of the Client Agreement will automatically terminate these Scale Terms.

10.3 The termination of the Marketplace Client Agreement will automatically terminate these Scale Terms.

10.4 Termination of agreement with the Marketplace Provider. We reserve the right to without notice to you immediately suspend or terminate all or any part of our agreement with the Marketplace Provider, or any of the Services we provide to the Marketplace Provider, in accordance with the Marketplace Client Agreement and any other agreements between us and the Marketplace Provider.

10.5 Termination of Marketplace Services and access to Scale Activities. If you no longer wish to use the Marketplace Services you must terminate your Marketplace Agreement in accordance with its terms and immediately and in any event within one Business Day notify us in writing that you have done so and that you withdraw the authority of the Marketplace Provider to provide us with instructions on your behalf. You acknowledge and agree that we will continue to deduct all outstanding Marketplace Fees as instructed by the Marketplace Provider for your use of the Marketplace Services up until the date of termination of your agreement with the Marketplace Provider, including any Marketplace Fees that become due and payable after termination but relate to your use of the Marketplace Services before termination.

11 DEFINITIONS & INTERPRETATION

In these Scale Terms, the following definitions apply.

Acquirers payment services providers who provide acquiring services under arrangements with the Marketplace Provider.

Applicable Law means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant regulatory body applicable to the activities undertaken or procured by the Parties under these terms, as interpreted by taking into account any code of practice or guidance issued by any regulatory body with which reputable financial institutions in the Netherlands are required or accustomed to comply.

Commencement Date means the date on which we confirm to you that we will provide you with Scale Activities or the date referred to in the Master Services Agreement (whichever is applicable, and where both are applicable, then the date which is earlier).

Client Agreement means the “Payment and FX Terms” entered into between you and us.

Data Protection Legislation means applicable privacy and data protection laws including the General Data Protection Regulation (EU) 2016/679) (Algemene verordening gegevensbescherming) and any applicable national implementing laws, regulations and secondary legislation in the Netherlands relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time including the Dutch GDPR implementation act (Uitvoeringswet Algemene verordening gegevensbescherming). The terms personal data, data subject, data controller, processor, process and processing will have the meaning set out in the Data Protection Legislation.

Marketplace means an online marketplace or other e-commerce platform operated by the Marketplace Provider through which you are able to sell your goods, services, content or other products.

Marketplace Agreement means the separate agreement(s) you have entered into with the Marketplace Provider for the provision of the Marketplace Services.

Marketplace Client Agreement means the “Payment and FX Terms” that we have entered into with the Marketplace Provider.

Marketplace Fees means the fees that are payable by you to the Marketplace Provider under the Marketplace Agreement.

Marketplace Scale Terms means the agreement entitled “Marketplace Scale Terms” between us and the Marketplace Provider (and which supplement the Marketplace Client Agreement).

Marketplace Services means the products and services the Marketplace Provider provides to you, including to enable you to receive payment for goods or services you sell through the Marketplace.

Master Services Agreement means the agreement entitled “Master Service Agreement” entered into between you and us (if applicable).

Reserve means a minimum amount of funds that we require you to hold in your Wallet, as we may specify to you from time to time.

Scale Activities means disbursement services provided by us in accordance with these Scale Terms.

Settlement Data means a data file that the Marketplace Provider undertakes to provide to us in accordance with the Marketplace Scale Terms, which contains information regarding the allocation of funds that we receive from Acquirers.

12 WALLET ACCESS TERMS

12.1 The defined terms in this Clause 12 have the meanings given in the Scale Terms.

12.2 If there is any conflict or inconsistency between this Clause 12, the Client Agreement and the Marketplace Agreement, this Clause 12 shall prevail over the Client Agreement and the Marketplace Agreement, and the Client Agreement shall prevail over the Marketplace Agreement.

12.3 The parties acknowledge and agree that insofar as the Marketplace Provider agrees under the Marketplace Agreement to enable you to request initiation of a payment to or from your Wallet or to obtain information (including transactional information) on your Wallet (together the Access Functionality):

a) the Marketplace Provider agrees to do so on our behalf;

b) all powers, rights and obligations of the Marketplace Provider relating to the Access Functionality shall be powers, rights and obligations of ours;

c) all obligations you have relating to the Access Functionality shall be obligations you have to us; and

d) the contractual terms for the Access Functionality set out in the Marketplace Agreement shall be treated as supplementary to, and form part of, and must be read together with, the Client Agreement.

12.4 In addition to the representations and warranties in the Client Agreement, you represent and warrant to us that you:

a) have the right, power and authority, including under Applicable Law, to enter into the agreement in this Clause 12 and to perform all of your obligations pursuant to it; and

b) will provide us with accurate, up-to-date and complete information at all times.

3. CARD MANAGEMENT; ADDITIONAL CARDHOLDERS

3.1 Who may request Cards. You and each of your Authorised Users which are authorised by you to request Cards may request a Card be issued to you or an Additional Cardholder. If you are not a Consumer, cards may (a) be issued to Additional Cardholders that are your employees and (b) for use in connection with your business and (b) only be issued for business purposes and may not be issued to any person that is not your employee.

3.2 You must or you must ensure that we will be provided with the following details of an Additional Cardholder including: name, address, phone and email address and any other contact or identification information of the Additional Cardholder that we may reasonably require. You must inform us promptly if any details previously provided about an Additional Cardholder changes or is incorrect. You will ensure that your Additional Cardholders comply with the Customer Agreement and these Issuing Terms and in respect of your obligations and liabilities under this agreement and for such purposes any references to:

(a) ‘you’ shall (where the context requires) be read as including your Additional Cardholders; and

(b) any reference to ‘your Card’ or ‘Card’ shall (where context requires) include Cards issued to Additional Cardholders.

3.3 We may in our discretion refuse to issue a Card to an Additional Cardholder (for example, where we have not been provided with information we have requested about the Additional Cardholder) or limit the number of Additional Cardholders in connection with your Wallet.

3.4 Your liability for Additional Cardholders. You acknowledge and agree that you are liable for all transactions made by an Additional Cardholder using a Card. You are also bound by all requests made by an Authorised User for us to issue a Card.

3.5 Cancelling a Card. You or any Authorised User which are authorised by you can view details of the Cards that have been issued in connection with your Wallet and you or any Authorised User which are authorised by you may request that any of those Cards be cancelled or temporarily suspended at any time.

3.6 You will however remain liable for all transactions made through your Card prior to its cancellation and for all transactions posted to your Wallet in respect of the period up until the Card is cancelled.

3.7 Card restrictions. You may request us to place a special restriction on:

(a) the maximum amount for a transaction that may be conducted using a Card;

(b) the place at which, or merchant with which, a Card may be used.

Such a request must be made to us in writing or, if we permit, through the Airwallex Platform. We will inform you if we approve the request.

3.8 It is your obligation to notify each Authorised User of any restrictions that apply to a Card and the rules regarding the use of Cards.

Issuing Terms

1. INTRODUCTION

1.1 This document (the ‘Issuing Terms’) is a supplement to the Payout and FX Terms (the ‘Customer Agreement’) and it must be read together with the Customer Agreement. These Issuing Terms together with the Customer Agreement governs the use of Cards by you (‘Customer’ or ‘you’) and your Additional Cardholders. These Issuing Terms is incorporated into and forms part of the Customer Agreement as if set out in full in the Customer Agreement. Unless otherwise defined throughout and clause 9 of these Issuing Terms, all capitalised terms have the meanings given in the Customer Agreement.

1.2 You should also download a copy of these Issuing Terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these Issuing Terms (as well as the Customer Agreement), on our website www.airwallex.com.

1.3 The Card is issued by Airwallex (Netherlands) B.V. (‘Airwallex’, ‘us’ or ‘we’), which has its registered office at Vijzelstraat 68, 1017HL Amsterdam, the Netherlands. Airwallex’s contact details are set out in the Customer Agreement.

1.4 You or any Authorised User may request that a Card be issued to you or any Additional Cardholder in accordance with clause 3. If we agree to your request, these terms and conditions shall apply to the use of any Cards we issue to you or any Additional Cardholder. By applying for, or using, a Card, you confirm that you accept and agree to these Issuing Terms as it may be amended from time to time by Airwallex in accordance with the Customer Agreement. If you do not agree to the terms of these Issuing Terms, please do not apply for, or use, your Card.

2. USING THE CARD

2.1 Applying for a Card. When you or an Authorised User requests a Card, it will be issued in the form of a virtual card (‘Virtual Card’).

2.2 A Virtual Card shall consist of a 16-digit account number, expiry date and ‘CVV/CVV2’ code (the ‘Card Details’) which will be made available to you through the Airwallex Platform, if we agree to your request to be issued with a Card. We may in the future provide the functionality for you to be issued with a physical card (‘Physical Card’). Physical Cards will be sent to you in the mail, if we approve your request for a Physical Card.

2.3 Your Card is linked to your Wallet and can be used to pay for goods and services using the balance of your Wallet. We will not setup a separate account in connection with your Card. The Card is not a credit card and can only be used for purchases up to the value of your Wallet balance at any given time. Before making a Payment you must therefore ensure that your Wallet has sufficient balance as we will not provide you with any credit in connection with your use of the Card.

2.4 You must only use your Card for lawful purposes. All Cards remain our property and we may request that you return all Cards to us at any time.

2.5 Virtual Card. A Virtual Card may be used to make purchases over the phone or the internet or in any ‘card not present transaction’ by entering your Card Details where Visa is accepted as a means of payment. A Virtual Card cannot be used to make a payment in person or in any transaction which requires the use of a Physical Card. Virtual Cards may be issued for one time use (meaning they can only be used for a single transaction) or can be issued so that they can be used repeatedly until the expiry date.

2.6 Physical Card. Physical Cards may be used in the same way as a Virtual Card and may also be used for in store and card present transactions where Visa is accepted electronically. We may not permit the Card to be used for manual or offline transactions. If the Card functionality will be so limited we will notify you of this at the time we approve you for a Physical Card.

2.7 If your Physical Card has the payWave logo present, you may be able to make transactions by tapping your Card against the contactless reader at a participating merchant. If your purchase is under €45 you may be able to transact without entering your PIN, subject to our internal controls. If it is over €45 you must enter a PIN.

2.8 Activating your Card. When you receive a Physical Card, you must sign the back of the Card and activate the Card. We will send you instructions on how to activate the Physical Card when we send this to you.

2.9 Pre-authorisation. You may pre-authorise the estimated amount of (or a certain percentage of) the final amount of a Card transaction with a merchant. The amount of the pre-authorisation may be reflected in the balance of your Wallet and may be made unavailable for future purchases. Any portion of such pre-authorised amount which is not applied towards the payment of goods or services will then be made available to you.

2.10 Currency conversion. Your Card may be used to make purchases in certain Supported Currencies and Visa Supported Currencies.

2.11 If your transaction is in a Supported Currency that you can hold in your Wallet, the amount of your transaction shall be deducted from the balance of your Wallet in that Supported Currency. You should ensure that your Wallet has sufficient balance in the relevant Supported Currency for that transaction as we will not perform any automatic FX Conversions in connection with such transaction. If the balance of your Wallet in the relevant Supported Currency is not sufficient, the transaction may be declined (even if your Wallet has balances maintained in other currencies).

2.12 If your transaction is in a Visa Supported Currency, the amount of your transaction will be converted from the balance of your Wallet maintained in the Base Currency using the foreign exchange rates determined by Visa for that transaction. You acknowledge and agree that we have no control over the rates selected by Visa and Visa may charge you a fee as part of this conversion process.

2.13 Refunds. If you receive a refund on a card payment in a Supported Currency that you are permitted to hold in your Wallet, we will credit your Wallet in that currency. If you receive a refund in anything other than a Supported Currency that you are permitted to hold in your Wallet, that amount will be converted into your Base Currency before being credited to your account at an exchange rate determined by Visa (which may be different to the exchange rate for the original transaction). Generally, transactions made in one currency must be refunded in that same currency. Refunds of transactions made through your Card shall be credited to the balance of your Wallet and may not be made through other means (for example, through cash).

2.14 Merchant surcharges. In some instances you may also be charged a surcharge by merchants in connection with the use of your Card. The surcharge may be applied once you have confirmed the amount of the transaction. This surcharge may appear as a separate transaction or as part of the entire purchase amount. Once you have confirmed the transaction you will not be able to dispute the surcharge amount.

2.15 Authorisation and Suspension. Transactions on your Card may require our authorisation. We may in our reasonable discretion deny authorisation and/or suspend the use of your Card because the balance of your Wallet is insufficient, the transaction exceeds any transaction limit in connection with your Card from time to time, we suspect that there is fraud or a security issue or we suspect that your Card is being used for an illegal purpose or you have materially breached the Customer Agreement, these Issuing Terms or any Additional Terms. We will give you notice of any suspension and the reasons for such suspension as soon as we can. Where possible we will do this before the suspension is put in place, or immediately after, unless it would compromise our reasonable security measures or otherwise be unlawful. We will lift the suspension as soon as practicable after the reasons for the suspension have ceased to exist. We will allow you to use or if necessary replace the Card as soon as practicable after the reasons for stopping its use cease to exist. Before, we authorise a transaction we may require you to confirm your identity by following certain steps specified by us. You acknowledge and agree that we are not liable to you or any other person for any loss suffered as a result of an authorisation not being granted.

2.16 Expiry date. Unless you tell us not to, we may automatically issue a new Card prior to the expiry date of an existing Card, but we are not obliged to do so. You must not use a Card after its expiry date.

2.17 Goods and Services. We are not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with the Card. We are not liable for any loss arising from any merchant refusing to accept your Card. Any complaints about any goods or services purchased with a Card must be resolved directly with a merchant.

2.18 Transaction and Card limits. We may from time to time agree transaction limits on your use of the Card which may be on a per day or per transaction basis. Other third party organisations may impose additional restrictions on the amount of your transactions. We may also place limits on the number of Cards you can request from us each month or that you may have active at any one time.

4. SAFETY AND SECURITY

4.1 You must:

(a) only allow Authorised Users authorised to use a Card issued to you to use that Card and not any other person;

(b) only allow an Additional Cardholder to use a Card that has been issued to them to use that Card and not any other person;

(c) not give your PIN to anyone else;

(d) not use identifiable numbers which could be easily guessed by someone else for your PIN;

(e) regularly monitor your account to make sure no unauthorised transactions have occurred;

(f) not record the PIN on anything carried with your Card or on anything liable to loss or theft simultaneously with your Card, unless you make a reasonable attempt to protect the security of the PIN; and

(g) if your Card is lost or stolen, if you suspect that someone else knows your PIN or your Card Details, or if you think your Card, Card Details or PIN may be misused, stop using the Card and contact us immediately.

4.2 You must also comply with any additional security requirements we notify to you from time to time.

4.3 We may disclose any information we believe to be reasonable to law enforcement agencies if we suspect there has been any unauthorised use, misuse or fraud in connection with your Card.

5. HOW TO REPORT A LOST OR STOLEN CARD OR UNAUTHORISED USE

5.1 If you believe your card has been lost or stolen or used without your authorisation you must notify us immediately by:

(a) emailing us at: [email protected]

(b) telephone: +31 850 003 369

5.2 We may request additional information from you in connection with any misuse of your card including date of transaction(s), amount(s), details of the merchant and any other details that may assist us in investigating your claim. You agree that you will cooperate with us in investigating any claims in connection with the misuse of your card.

6. LIABILITY

6.1 Subject to the terms of the Customer Agreement, you are liable for all transactions made by you, any Additional Cardholders or Authorised Users using a Card until such time as such Card expires or is cancelled.

6.2 Without limiting any clause of the Customer Agreement, you will be liable for all unauthorised transactions where you have contributed to the loss by:

(a) breaching or compromising the security of your Card, PIN, Card Details or your Wallet including by breaching clause 4 above; or

(b) delaying the reporting of the loss, theft or misuse of your Card, PIN or Card Details,

in which case you will be liable for all losses until such time as you notify us of the loss, theft or misuse of your Card. If you are not a Corporate Customer, this clause 6.2 applies to you only if you have acted fraudulently, or have intentionally or through gross negligence, failed to keep your PIN and Card Details safe and secure.

6.3 We are not responsible for any decision by a merchant to accept or reject the use of a Card or for any charges incurred by any user of a Card who does not, in fact, have sufficient authorisation from you to use the Card.

7. CHARGEBACKS

7.1 We may be entitled to seek to reverse (chargeback) transactions made through your Card where you have a dispute with the merchant that supplied the goods or services. For example, you may be entitled to reverse a transaction where the merchant has not provided you with the goods or services you paid for and you have tried to get a refund from the merchant and were unsuccessful.

7.2 To avoid losing any rights you may have to dispute such a transaction, you should:

(a) tell us as soon as possible after the date of the transaction; and

(b) provide us with any information we ask for to support your request.

7.3 If we are satisfied after investigation that you are entitled to reverse a transaction, the amount initially debited for the transaction will be credited to the Wallet in the original currency of the transaction if that currency is a Supported Currency that you are permitted to hold in your Wallet. If the same currency is not a Supported Currency that you are permitted to hold in your Wallet at the time of the reversal, the amount will be credited in the Base Currency using the then prevailing exchange rates determined by Airwallex. If the currency of the original transaction is a Visa Supported Currency, that amount will be converted by Visa into your Base Currency.

7.4 You should notify us immediately of a disputed transaction. The operating rules of the Payment Networks impose time limits for raising a dispute. Generally, under these rules Airwallex must lodge a fully detailed claim on your behalf within 120 days. If you do not notify us and provide us with sufficient information, we may be unable to investigate or lodge a claim in time in which case you will be liable for the transaction. It is your responsibility to review carefully your transaction history. We are not responsible for any loss to you if you do not ask us to reverse a transaction in time.

7.5 To notify us of a disputed transaction, please contact us and request a transaction dispute form and send the completed form to Airwallex at Airwallex Card Transaction Disputes by either:

Mail: Vijzelstraat 68, 1017HL Amsterdam, the Netherlands

Email: [email protected]

7.6 Please assist us by providing as much information as you can. Once we have received your completed form and associated information, we can only investigate the transaction on your behalf when the transaction has settled. Settlement of a transaction is evident when a post date is recorded in the Wallet. Our aim is to acknowledge receipt of your dispute form within 5 business days of receipt. However, the investigation of your disputed transaction may take longer.

8. AMENDING THIS AGREEMENT. For the avoidance of doubt, these Issuing Terms may be amended as set out in the Customer Agreement.

9. DEFINITIONS

In these Issuing Terms, the following definitions apply:

Additional Cardholder means a person to whom we have issued a Card to access the balance of your Wallet at your request.

Card means a Physical Card or Virtual Card as the context requires.

Card Details has the meaning given in clause 2.2.

Payment Network means Visa and any other similar scheme.

PIN is the personal identification number we issued to you to use with your Physical Card when making in store or card present transactions.

Physical Card has the meaning given in clause 2.2.

Virtual Card has the meaning given in clause 2.1.

Visa means Visa Inc. and its affiliates.

Visa Supported Currency means a currency supported by Visa in which payments may be made using the Card that is not a Supported Currency that you are permitted to hold in your Wallet.

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