Airwallex Merchant of Record – Buyer Terms of Sale

1. These Terms

1.1. Scope. These terms and conditions (“Terms”) govern your purchase of software, services, and other digital products (“Products”) from the applicable Airwallex entity specified in clause 2.1 below (“Airwallex”, “we”, “us”, or “our”). By completing a purchase, you agree to be bound by these Terms.

1.2. Supplier terms. Your access to and use of the Product itself is also governed by the Supplier Terms (as defined below), including any end‑user licence agreement. By completing the purchase, you confirm your acceptance of the Supplier Terms.

1.3. Conflicts. If there is a conflict between these Terms and the Supplier Terms, these Terms prevail for matters relating to the purchase process, payment, invoicing, taxes, cancellations/refunds handled by Airwallex as merchant of record, and our relationship with you as buyer.

1.4. Arbitration and class action waiver. If you are a US resident, the ‘US Section’ applies, which contains an arbitration agreement including a class action waiver. By agreeing to these terms, you and Airwallex agree to resolve all disputes (with limited exception) related to these terms through binding individual arbitration, which means that you and Airwallex waive any right to have those disputes decided by a judge or jury, and to participate in class actions, class arbitrations, or representative actions, except as specified in the US Section. You have the right to opt-out of the arbitration agreement in accordance with the terms in the US Section.

2. Who Airwallex is and how to contact us

2.1. Our company information. The Airwallex entity you contract with depends on your country of residence at the time of purchase, as follows:

(a) if you are resident in the United States, with Airwallex Digital (US) LLC,  which has its registered address at 1209 Orange Street, 19801, Wilmington, Delaware, United States; 

(b) if you are resident in Singapore, with Airwallex Digital (Singapore) Pte. Ltd., which has its registered address at 36 Robinson Road, #20-01, City House, Singapore 068877; 

(c) if you are a resident in Australia, with Airwallex Digital (Australia) Pty Ltd, which has its registered address at Level 7, 15 William Street, Melbourne VIC 3000; and

(d) if you are resident in any other location not listed on (a) - (c) above, with Airwallex Digital (Netherlands) B.V., which has its registered address at Keizersgracht 127, 1015 CJ Amsterdam, Netherlands.

The entities listed in (a) - (d) above are collectively referred to as the "Airwallex MoR Entities". 

We reserve the right to add, remove, or substitute Airwallex MoR Entities at any time and without prior notice.

2.2. How to contact us. For any questions related to your order, payment, or these Terms, you can contact us by emailing [email protected]. 

3. Sale of Products

3.1. Offer and acceptance. Your order is an offer to buy the Product from us. We will accept your offer when your payment is successfully processed. We may refuse or cancel an order if we cannot process your payment, suspect fraud or unlawful activity, where required by law, or where there is an obvious error (including in price, tax, or description).

3.2. Merchant of record. Airwallex is the merchant of record and reseller for the Product. As the reseller of the Product, we are responsible to you for the sale and supply of the Product, in accordance with applicable law. The Product is provided to you by the Supplier on our behalf, but this does not limit any rights you may have against Airwallex as the seller of the Product under applicable law, notwithstanding that the Supplier performs delivery and provides the Product directly to you. 

3.3. Relationship with Supplier. The third-party identified on the checkout page (the “Supplier”) is the  creator, developer, operator or licensor of the Product. While the Supplier is operationally responsible for providing and maintaining the Product on our behalf, we, as the seller of the Product, are responsible for any applicable statutory guarantees or consumer protection rights that cannot be excluded by law. For day-to-day questions or technical support relating to the purchased Product, you may contact the Supplier directly. . In addition to these Terms, your use of the Product is governed by the Supplier’s terms and conditions (the “Supplier Terms”), including any end‑user license agreement (“EULA”).

4. Pricing and Payment

4.1. Pricing. The price payable for the Product is shown on the checkout page at the time of your purchase. Unless otherwise stated, prices are exclusive of any applicable sales taxes, VAT, or other Transaction Taxes, which we will calculate and remit to the relevant tax authorities.

4.2. Payment. By submitting payment information, you authorize us (and, as applicable, our payment processing affiliates) to charge your payment method for the amount shown at checkout. If the payment fails or is reversed, or is suspected to be fraudulent or unauthorised, we may cancel your order or suspend or terminate your access to the Product.

4.3. Subscriptions and auto‑renewal. If you purchase a subscription-based Product, it may automatically renew at the end of each billing cycle (e.g. monthly or annually) unless you cancel in accordance with the Supplier Terms. You authorize us to charge your payment method for each renewal term.

4.4. Billing updates. You must keep your payment details and billing information current. If a renewal charge fails, we may attempt to re‑charge. If we do not receive payment from you, we may suspend or terminate your access to the Product until payment is received.

5. Product access and Use

5.1. Delivery. Upon successful completion of your purchase, we will arrange for delivery of the Product to you. We have engaged the Supplier to deliver the Product on our behalf. Delivery may be via a download link, license key, account activation, or other means as determined by the Supplier.

5.2. Use of the Product. Your rights to access and use the Product are subject to the Supplier Terms, including any end‑user licence restrictions (including but not restricted to non‑transferability, permitted users, device limits, and fair use).

5.3. Changes to Products. The Supplier may modify or discontinue features or versions of the Product in accordance with the Supplier Terms. We do not guarantee feature availability or continuity. 

6. Cancellations, Refunds, and Disputes

6.1. Cancellation. You may cancel your purchase or subscription in accordance with the Supplier Terms and as permitted or required by applicable law.

6.2. Right of withdrawal. If you are a consumer in a jurisdiction providing a withdrawal right for digital content purchases, you acknowledge that you consent to immediate performance and delivery of the digital content and that you may lose your withdrawal right once delivery begins (e.g. commencement of download, issuance of licence key, or activation of account), except where non‑waivable consumer rights apply.

6.3. Refund policy. In addition to any statutory rights you may have, refund requests are subject to the Supplier's refund policy. We reserve the right to issue or deny refunds in our reasonable discretion or as required by law. For any portion of a refund comprising Transaction Taxes, we will refund such amount only as permitted or required by law and, where applicable, after recovery from the relevant tax authority.

6.4. Disputes and chargebacks. If you initiate a chargeback with your bank or card issuer, we will manage the dispute as the merchant of record in coordination with the Supplier. We may suspend or terminate access to the Product pending the resolution of a chargeback. Repeated or abusive chargebacks may result in refusal of future transactions. You agree to provide accurate and complete information reasonably requested to investigate and resolve disputes.

7. Your Responsibilities

7.1. Lawful Use. You agree not to use our services for any unlawful, fraudulent, infringing, harmful, abusive or deceptive purpose, or in any way that violates these Terms, the Supplier Terms or Airwallex’s policies.

7.2. Information accuracy. You must ensure information you provide to Airwallex (including your name, billing address, tax status, and tax IDs for business purchases) is accurate and kept current. We may cancel orders or adjust charges where information is inaccurate or out of date.

7.3. Indemnity. You will indemnify, defend, and hold harmless Airwallex, its affiliates and our respective officers, directors, and employees from and against any Losses arising out of or in any way connected with: (a) your breach of these Terms; (b) your use of our services; (c) your negligence, willful misconduct, or fraud; (d) misrepresentation of tax status or information; or (e) your violation of any law or the rights of a third party.

7.4. Export and sanctions compliance. You represent that you are not a restricted party and will not use or access the Product in embargoed or restricted locations or for prohibited end‑uses.

8. Intellectual Property

All Intellectual Property Rights in and to the Product belong to the Supplier. Your purchase grants you a limited license to use the Product as provided in the Supplier Terms. No part of this transaction transfers any ownership of the Product's Intellectual Property Rights to you.

9. Data Privacy

To process your order and facilitate your access to the Product, and to comply with our legal, tax, and regulatory obligations as a merchant of record, we will collect and process your Personal Data. All Personal Data will be handled in accordance with our Global Privacy Policy. Specifically, we may share certain Personal Data with the Supplier to enable them to deliver the Product and provide support. Both Airwallex and the Supplier are independently responsible for how they process and handle your Personal Data. 

10. Disclaimers and limitation of liability

10.1. Product disclaimer and statutory guarantees. EXCEPT FOR ANY STATUTORY RIGHTS, GUARANTEES, OR WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AIRWALLEX PROVIDES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCT. AS BETWEEN AIRWALLEX AND THE SUPPLIER, THE SUPPLIER IS RESPONSIBLE FOR THE DEVELOPMENT, MAINTENANCE, AND TECHNICAL PERFORMANCE OF THE PRODUCT, BUT THIS DOES NOT LIMIT ANY RIGHTS YOU MAY HAVE AGAINST AIRWALLEX AS THE SELLER OF THE PRODUCT UNDER APPLICABLE LAW.

10.2. Statutory guarantees. NOTHING IN THESE TERMS AFFECTS ANY STATUTORY RIGHTS, GUARANTEES, OR WARRANTIES THAT YOU MAY HAVE AS A CONSUMER UNDER APPLICABLE LAW WHICH CANNOT BE EXCLUDED OR LIMITED BY CONTRACT. YOU MAY HAVE RIGHTS TO REPAIR, REPLACEMENT, UPDATES, OR A REFUND IN THE EVENT A PRODUCT IS DEFECTIVE OR NOT AS DESCRIBED.

10.3. Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO THESE TERMS, IN NO EVENT SHALL AIRWALLEX OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR PURCHASE OR INABILITY TO USE THE PRODUCT; OR (B) THE CONDUCT OR CONTENT OF THE SUPPLIER.

10.4. Maximum liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF AIRWALLEX AND ITS AFFILIATES FOR ALL CLAIMS RELATING TO A PURCHASE EXCEED THE TOTAL AMOUNT YOU PAID TO US FOR THE SPECIFIC PRODUCT TO WHICH THE CLAIM RELATES.

11. General provisions

11.1. Governing law and jurisdiction.

If you are a US resident, an alternative version of this clause applies. See the ‘US Section’ below.

• If your contract is with Airwallex Digital (US) LLC: These Terms shall be governed by and construed in accordance with the laws of the State of California. The parties agree that any action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in San Francisco County, California, and each party hereby consents to the exclusive jurisdiction and venue of such courts.

• If your contract is with Airwallex Digital (Netherlands) B.V.: These Terms shall be governed by and construed in accordance with the laws of the Netherlands. You agree that the courts located in the Netherlands shall have exclusive jurisdiction to settle any dispute or claim.

• If your contract is with Airwallex Digital (Singapore) Pte. Ltd.: These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore. You agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim.

• If your contract is with Airwallex Digital (Australia) Pty Ltd: The Terms will be governed by and constructed in accordance with the laws of Victoria, Australia. Each Party irrevocably submits to the exclusive jurisdiction of Victorian courts over any dispute, controversy or claim (including non-contractual claims) arising under or in connection with the Terms.

Notwithstanding the above, if you are a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident, and nothing in this clause shall affect your rights to bring a claim in the courts of your country of residence.

11.2. Force majeure. Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond that party's reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquake, public health emergencies, network outages or accidents.

11.3. Entire agreement. These Terms, together with the information on your checkout page, constitute the entire agreement between you and Airwallex regarding your purchase.

11.4. Changes to terms. We may modify these Terms from time to time. Your continued purchasing of Products after such changes will constitute your acceptance of the new Terms. If you do not agree to the updated Terms, you should stop purchasing Products.

11.5. Transfer to supplier. We may transfer our rights and obligations under these Terms to the Supplier. By accepting these Terms, you consent to such a transfer. In such circumstances, you agree to perform your obligations under these Terms to the Supplier as if they were the original party in our place, and our obligations to you will end. Any transfer will not, however, affect any rights or liabilities that accrued before it became effective, including (a) your payment obligations to us, or (b) our right to collect any Transaction Taxes that were not charged or under-collected for purchases made before the transfer.

11.6. Assignment by you. You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

11.7. Severability and waiver. If any provision of these Terms is found unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in effect. No waiver of any term is deemed a further or continuing waiver.

12. Tax

12.1. Determination and collection. Airwallex determines the applicability, place of supply, tax base, and rates for Transaction Taxes and collects and remits such taxes where required as merchant of record. Unless stated otherwise, amounts shown at checkout exclude applicable Transaction Taxes.

12.2. Business customers and tax IDs. If you purchase for business use, you may provide a valid local tax registration number (e.g., VAT or GST ID), your billing address and any other evidence we reasonably require. We rely on this information to determine the correct tax treatment, such as applying a reverse charge or zero-rate where permitted by law. If the information you provide is found to be invalid, incomplete, or is not kept current, we may (re-)charge you for any Transaction Taxes (including related penalties and interest) that were not collected as a result, and you agree to pay these amounts.

12.3. Exemptions. Tax‑exempt purchases require a valid exemption certificate provided before purchase. We are not obligated to honor exemptions presented or corrected after payment.

12.4. Withholding. Amounts payable to Airwallex must be paid in full, without deduction or withholding. If withholding is required by law, you bear that tax, pay the full invoiced amount to Airwallex, and promptly provide acceptable withholding and tax-residency certificates. The parties will reasonably cooperate to reduce withholding where permitted.

12.5. Invoices. Where required by law, we will provide a compliant tax invoice electronically. You consent to electronic invoicing.

12.6. Corrections and audits. We may correct tax calculation or invoicing errors and re-charge or refund differences. You agree to reasonably cooperate and provide accurate information to support tax determination and compliance.

12.7. Import and export. If any customs, import, or similar taxes apply, you are responsible unless the checkout states otherwise.

13. Definitions

Capitalized terms used in these Terms have the meanings given below:

"Buyer", "you", or "your" means the individual or entity purchasing the Product.

"Intellectual Property Rights" means any and all registered and unregistered patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

“Losses" means any and all losses, damages, deficiencies, claims, liabilities, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification and the cost of pursuing any insurance.

“Personal Data” means any information that is related to an identified or identifiable natural person as defined by applicable laws, such as the EU General Data Protection Regulation 2016/679. This can include information that could be used indirectly and/or with other information to identify an individual. Examples of personal data include a name, billing address, email address, bank account number, credit card details, telephone number and transaction information. "Product" means the Supplier’s software, content, service, or other digital goods that you purchase from Airwallex under these Terms and which is licensed to you by the Supplier under the Supplier Terms.

"Supplier" means the licensor of the Product.

"Supplier Terms" means the End-User Licence Agreement (EULA), Terms of Service, or other agreement between you and the Supplier relating to the Product.

“Transaction Taxes” means all indirect, transaction-based taxes on the sale or delivery of a Product, excluding taxes on Airwallex’s income, franchise, or capital.

US SECTION

IF YOU ARE A US RESIDENT, THEN THE FOLLOWING CLAUSES APPLY TO YOU IN PLACE OF THE GOVERNING LAW AND JURISDICTION CLAUSE SET OUT IN ABOVE.

1. Governing Law and Disputes. This clause applies in place of clause 11.1 in the Terms, above.

PLEASE READ THIS CLAUSE CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. AS SET FORTH BELOW, YOU AND AIRWALLEX AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS . 

1.1. Governing Law. These Terms are governed by the laws of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Clause 14.2, or if arbitration does not apply, then the state and federal courts located in the State of California.

1.2. Arbitration and Class Action Waiver.   

a. Informal Process First.  You and Airwallex agree that in the event of any dispute, either Party will first contact the other Party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving Party thirty days in which to respond.  Both you and Airwallex agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any formal means of resolution, including without limitation arbitration, against the other Party.  

b. Arbitration Agreement and Class Action Waiver.  After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to Airwallex services and/or products and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Airwallex agree that any Claim will be settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (those rules are deemed to be incorporated by reference into this clause, and as of the date of these Terms). Arbitration proceedings will be held in San Francisco, California. Because your contract with Airwallex, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the AAA Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Airwallex are each waiving the right to trial by jury or to participate in a class action or class arbitration. 

c. Exceptions. Notwithstanding the foregoing, you and Airwallex agree that the following types of disputes will be resolved in a court of proper jurisdiction:

(i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; 

(ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

(iii) intellectual property disputes.

d. Costs of Arbitration. 

(i) Payment of all filing, administration, and arbitrator costs and expenses will be governed by the AAA Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, Airwallex will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). 

(ii) Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Airwallex for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by Airwallex before the arbitrator was appointed, Airwallex will pay you the amount it offered in settlement.  The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either Party made within fourteen days of the arbitrator’s ruling on the merits.

e. Opt-Out. 

(i) You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to the U.S. mailing address listed in the “Who we are” clause of these Terms (i.e., clause 2.1). The notice must be sent to Airwallex within thirty days of either your first purchase or agreeing to these Terms, whichever is shorter; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies.  You may not opt out of only the class action waiver and not also the arbitration provisions.  If you opt-out of these arbitration provisions, Airwallex also will not be bound by them.

f. WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.

(i) To the fullest extent permitted by applicable law, you and Airwallex each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”).  You and Airwallex AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION.  You and Airwallex EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM.  If the dispute is subject to arbitration, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION.  Further, you and Airwallex agree that the ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION.  For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the sub-clause entitled “Exceptions” above.

(ii) IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION.   If a court decides that the limitations of this clause are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.