Terms & Policies
Hong Kong SAREcosystem Partnership General Terms and Conditions
Last updated: 20 June 2025
BACKGROUND
(a) Partner operates a platform through which it offers Mutual Customers certain services (the “Partner Services”).
(b) Airwallex is a global payments platform offering a range of financial services, including Foreign Exchange, Collection and Payment Services (the “Airwallex Services”).
(c) In order for Partner to provide certain of its services to the Mutual Customers, Partner requires access to Mutual Customer information held by Airwallex. The Parties wish to provide Mutual Customers with the means by which they can instruct Airwallex to share such information directly with Partner in accordance with the Permissions (“Permitted Purpose”).
(d) The Parties also wish to integrate via API in order to transmit instructions received by Partner from the Mutual Customer to Airwallex.
(e) The Partner acknowledges that it has fully read, understood, and agrees to be bound by the API Developer Terms and Conditions, as currently in effect and as may be updated from time to time, which are located at [HK API] (the "API Terms"). The Partner's access to and use of any Authentication Mechanism is expressly conditioned upon its acceptance of and compliance with the API Terms.
(f) Parties will agree on certain service specific elements in a separate document known as the “Commercial Schedule”, which the Parties will execute separately.
(g) The Commercial Schedule and API Terms must be read in conjunction with these Ecosystem Partnership General Terms and Conditions (the “General Terms), and will serve to supplement these General Terms. Together, these General Terms, the Commercial Schedule, and the API Terms constitute the entire agreement between the Parties (“Agreement”).
OAUTH
2. Authentication Mechanism
2.1. The Parties agree to use OAuth, or an appropriate alternative as reasonably determined by Airwallex where OAuth is not deemed suitable, (the “Authentication Mechanism”) as an authentication mechanism to allow Mutual Customers to link Partner Account to their Airwallex Account and to grant the Permissions.
2.2. Where tokens are generated when Mutual Customers link their Airwallex Account with Partner Account, Partner shall revoke and permanently delete tokens when the Mutual Customer terminates the Authentication Mechanism.
2.3. Partner must:
(a) not undertake any actions outside the scope of any Permissions granted by a Mutual Customer;
(b) ensure any Airwallex Account Data and/or Airwallex Materials accessed as part of any granted Permissions is collected, processed, transmitted, maintained and used in accordance with Partner’s terms of use and privacy policy, any additional Airwallex terms, all Applicable Laws and reasonable measures that protect the privacy and security of the Airwallex Account Data and Airwallex Materials; and
(c) assist Airwallex to activate or terminate the link after a Mutual Customer submits a request that the Parties activate or terminate the link between that Mutual Customer’s Partner Account and Airwallex Account.
SERVICES
3. Service Functionality
3.1. Airwallex and / or Partner will provide Mutual Customers and or New Mutual Customers with the applicable service functionality (“Use Case Functionality”) as set out in the Service Functionality Annex A, as updated from time to time.
3.2. Partner has developed a user interface through which Partner provides its services to the Mutual Customers (“User Interface”).
3.3. Partner shall regularly test the User Interface on operational resilience and compliance with the Documentation. During a continuous failure of the User Interface that lasts more than 48 hours, Partner shall:
a. provide regular updates at a frequency directed by Airwallex;
b. cease providing the Services to Mutual Customers; and
c. If the default and/or failure has been remedied by Partner and such remedy is to the satisfaction of Airwallex, Airwallex will inform Partner that it may inform the Mutual Customers that the Mutual Customers may switch back to using the User Interface provided by Partner.
3.4. Before making use of any Use Case Functionality, the Partner must ensure that Mutual Customers are aware that the regulated financial services offered under this Agreement are provided directly by Airwallex, and not by the Partner.
3.5. The obligation under Clause 3.4 may be satisfied by integrating disclaimer(s) materially similar to those set out in Annex A into the Partner's User Interface, or by other means as agreed in the Commercial Schedule.
3.6. Location of the Services. Parties shall only provide the Services under this Agreement within the Permitted Jurisdictions.
INFORMATION AND MONITORING RIGHTS
4. Monitoring
4.1. Partner shall enable Airwallex to monitor Partner’s performance under this Agreement on an ongoing basis.
4.2. Data collected under clause 4.1 shall be aggregated and anonymised (“Aggregated Data”), and will not be considered Confidential Information.
4.3. All rights, titles and interest in the Aggregated Data and all related intellectual property rights belong solely by Airwallex.
4.4. Partner agrees that Airwallex may use Aggregate Data to the extent and in the manner permitted by Applicable Law.
5. Service Failure Reporting
5.1. Partner shall promptly, and in case later than within five (5) days, notify Airwallex in writing:
a. if an event occurs that may have a material impact on Partner’s ability to:
i. effectively carry out the Services; or
ii. comply with the Applicable Laws and regulatory requirements.
AUDIT RIGHTS
6. Audit Requests
6.1. Upon Airwallex’ reasonable request, Partner shall provide Airwallex, its auditors of or other advisers to Airwallex, access to all relevant business premises, personnel and relevant records reasonably required in order to:
a. fulfil any legally enforceable request by any Regulatory Bodies;
b. identify suspected fraud or un-authorised arising from the Services; and
c. inspect and audit Partner’s performance under this Agreement, to enable Airwallex to monitor the performance of Partner and to ensure compliance with all Applicable Laws and the Documentation;
provided such audit rights may only be exercised in connection with Partner’s provision of the Services under this Agreement and each Party shall assume its own costs in respect of each audit.
FEES
7. Service Fee
7.1. Service Fees are payable as consideration for the provision of the Airwallex Services to the Partner in accordance with the terms of this Agreement.
7.2. If applicable: Partner shall pay Airwallex the relevant Service Fee as set out in the Commercial Schedule (the “Partner Service Fee”).
7.3. The Parties may mutually agree to bespoke Service Fees for particular transactions or engagements undertaken by Mutual Customers or New Mutual Customers. Bespoke Service Fees shall be documented in writing and be in addition to the fees set out in Commercial Schedule, or supersede any conflicting provisions with respect to such specific transaction or engagement.
7.4. Partner Service Fees will be invoiced to the Partner within ten (10) days following the end of the applicable month. Partner Service Fees must be paid within fourteen (14) days following the receipt of an invoice.
8. Service Rebate
8.1. If applicable, Airwallex shall pay Partner the relevant Service Rebate as set out in the Commercial Schedule (the “Service Rebate”).
8.2. The Service Rebate is earned from transactions undertaken by Mutual Customers and or New Mutual Customers through the Use Case Functionality specific Authentication Mechanism.
8.3. The Parties may mutually agree to bespoke Service Rebates for particular transactions or engagements undertaken by Mutual Customers or New Mutual Customers. Bespoke Service Fees shall be documented in writing and be in addition to the fees set out in Commercial Schedule, or supersede any conflicting provisions with respect to such specific transaction or engagement.
8.4. Airwallex will calculate the Service Rebate within thirty (30) days of the end of each month and give a notice of those calculations to Partner. Airwallex's calculation of the Service Rebate shall be conclusive, final and binding absent manifest error.
8.5. The Service Rebate will be paid to Partner in USD directly via bank transfer or using other third party service providers.
8.6. Notwithstanding anything else in this Agreement, Partner acknowledges that Airwallex reserves the right to, at any time during the Term of this Agreement, either seek reimbursement from Partner or set-off against any Service Rebates that are due and payable to Partner, any Service Rebates previously paid to Partner that are determined by Airwallex, in its sole discretion, to be Excluded Amounts. Airwallex will promptly notify Partner in writing and in advance of any such request for reimbursement or application of such set-off (as applicable).
9. Referral Service and Referral Fee
9.1. Referral Fees are payable as consideration for Partner’s referral of New Mutual Customers to Airwallex. If applicable, Airwallex shall pay Partner the Referral Fees as set out in the Commercial Schedule.
9.2. Partner shall provide appropriate disclosure to Mutual Customers that it may receive commission and/or fees in connection with referring the Mutual Customers to Airwallex that satisfies its obligations under Applicable Law.
10. Tier Status
10.1. If a tiered fee structure is applicable, the Service Fee and Referral Fee will be calculated on a pro-rata basis by reference to the number of days the Partner was in the relevant Tier, as set out in the Commercial Schedule.
RESPONSIBILITIES OF PARTIES
11. Undertakings of Partner
11.1. Partner undertakes, warrants and represents on an ongoing basis that it has the right, power and authority to enter into this Agreement and maintains all necessary licences, permits, authorisations and consents to perform all of its obligations hereunder.
11.2. Partner shall:
a. with respect to referrals to Airwallex Pty Ltd, Airwallex Capital Pty Ltd, or Airwallex SVF Pty Ltd rely on the referral exemption in regulation 7.6.01(1)(e) of the Corporations Regulations 2001 (Cth) when referring customers to Airwallex and will rely on exemption in regulation 7.1.31 of the Corporations Regulations 2001 (Cth) with respect to passing on information about Airwallex to such customers;
i. not conduct any marketing activities in relation to Airwallex Services without Airwallex’s permission; and
ii. ensure that any statements related to Airwallex Services that are included in the User Interface or marketing materials are compliant with Applicable Laws, generic and factual in nature;
b. ensure that it has sound business contingency and disaster recovery arrangements in place in respect of this Agreement and shall test such arrangements at least once per year, the results of which shall be shared to Airwallex within a reasonable time.
c. not hold itself out as providing any licensable or regulated services unless it has the requisite licences or being an authorised representative of Airwallex;
12. UNDERTAKINGS OF AIRWALLEX
12.1. Airwallex undertakes, warrants and represents that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder;
12.2. Airwallex undertakes that:
a. it has all necessary rights and consents to grant the rights and licences granted under this Agreement; and
b. it shall comply, at its own expense, with Applicable Laws and maintain all necessary licences, permits, authorisations and consents in connection with this Agreement.
DATA PRIVACY, INFORMATION SECURITY & CONFIDENTIALITY
13. Data Privacy
13.1. Each Party confirms and acknowledges that they are independent data controllers in respect of the Mutual Customer and there is no joint data controllership between the Parties (each a “Controller”). Each Controller agrees to comply with its respective obligations under applicable Data Protection Laws.
13.2. Each Party may only transfer Mutual Customer Account Data between jurisdictions only where it has taken appropriate measures to ensure the transfer is lawful under Applicable Laws. If there is a transfer of data of a Mutual Customer who is a customer of Airwallex (UK) Limited, Airwallex (Netherlands) BV or Airwallex Lithuania UAB, the additional provisions in Annex B shall apply.
13.3. Partner will ensure all Mutual Customers are notified that the Mutual Customer Account Data disclosed to Airwallex will be processed in accordance with the Airwallex terms and conditions and privacy policy that such Mutual Customer has accepted.
13.4. Partner is allowed to retain and process Mutual Customer Account Data beyond the termination of this Agreement but only with the consent of the Mutual Customer and in accordance with the terms Partner privacy policy such Mutual Customer has accepted.
14. Information Security
14.1. Each Party agrees that the other Party is not responsible for any unauthorized use or access to Mutual Customer Account Data by such first Party, its employees, any other party associated with such Party (such as contractors, vendors, suppliers, invitees, agents), or any person who uses or accesses such data through such first Party or its systems.
14.2. Each Party agrees to meet all data security standards, as required by Applicable Law or Regulatory Bodies, and any card network rules, including setting access restrictions and strict password requirements, in each case applicable to it in connection with its obligations hereunder.
15. Confidentiality
15.1. Each Party acknowledges that it will have access to Confidential Information belonging to the other Party.
15.2. Each Party agrees that it:
a. will not disclose any of the other Party’s Confidential Information to any third party except as required:
i. by law or any authority of competent jurisdiction;
ii. to that Party’s attorneys, accountants and other advisors as reasonably necessary; or
iii. for the purposes of defending itself in relation to actual or threatened proceedings;
b. will, in each of the cases set out in paragraph (b), give the other Party reasonable formal written notice (provided that this is not in contravention of Applicable Law) prior to such disclosure to allow the other Party a reasonable opportunity to seek a protective order, and use reasonable endeavours to obtain prior to the disclosure written assurance from the applicable person that it will keep the Confidential Information confidential; and
15.3. Each Party may reveal the other Party’s Confidential Information only to its and agents, representatives and employees who ‘need to know’ such information in connection with this Agreement, and are informed of the confidential nature of such Confidential Information and agree to act in accordance with the terms and conditions of this Clauses 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.
15.4. Each Party agrees that Clauses 15 will survive any expiration or termination of this Agreement.
TAXES
16. Fees include of tax
16.1. Parties agree that the Service Fee shall be inclusive of any applicable duties, value added tax, goods and services tax, business tax, transfer tax and similar taxes and levies.
16.2. Parties will be responsible, as required under Applicable Law, for identifying and paying all taxes and other governmental fees (and any related penalties or interest) that are imposed on that Party with respect to the Services under this Agreement.
16.3. Throughout the Term of this Agreement, Partner must provide Airwallex with any forms, documents, or certifications as may be required for Airwallex to satisfy any information reporting or tax obligations with respect to any payments made under this Agreement.
INDEMNITIES
17. Indemnification
17.1. Partner shall indemnify and shall hold Airwallex harmless against all fines, damages, expenses and/or all related costs (including reasonably incurred legal costs) (together, the “Claim”) which arise from or are incurred by reason of or are directly connected to: (a) breach by Partner of its obligations under the Agreement, including the Documentation; (b) the wilful misconduct of any employee of Partner in connection with the obligations contingent upon either Party under the terms of this Agreement and (c) the provision of services to Mutual Customers by the Partner.
17.2. Each Party (the “Indemnifying Party”) will defend the other Party, its affiliates, and their directors, employees and agents (each, an “Indemnified Party”) against any claim, demand, government investigation or legal proceeding made or brought by a third party (“Claim”) that the intellectual property licenced by the Indemnifying Party under this Agreement infringes the copyright of a third party, and will indemnify the Indemnified Party against all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by the Indemnified Party.
17.3. The Parties shall promptly notify each other of any Claim for which they are seek indemnification; however, any delay or failure to notify will not relieve the Indemnifying Party of its obligations under this Clause 18.
TERM AND TERMINATION
18. Term of the Agreement
18.1. This Agreement will commence on the date the Commercial Schedule is signed by both Parties and will continue until Parties terminate this Agreement under Clauses 22, 23, 24, and 30.2, or it is otherwise validly terminated, including if required by Applicable Laws (the “Term”).
19. Termination without cause
19.1. A Party may terminate this Agreement (other than in the events set out in Clause 23 or 24), by providing the other Party with at least three (3) months prior written notice.
20. Mutual termination grounds
20.1. Each party shall have the right to immediately terminate this Agreement without liability if:
a. the other Party fails to remedy, where it is capable of remedy, or persists in any breach of any of its obligations under this Agreement for thirty (30) days after having been required in writing to remedy or desist from such breach; or
b. the other Party experiences an Insolvency Event.
21. Airwallex termination grounds
21.1. Airwallex shall have the right to immediately terminate this Agreement without liability in the event that Airwallex has reasonably identified:
a. that Partner is in breach of Applicable Laws;
b. impediments capable of altering the performance of the Services;
c. Airwallex has identified, or has been notified by Partner that there are material changes affecting this Agreement or Partner;
d. that there are weaknesses regarding the management and security of confidential, personal or otherwise sensitive data or information;
e. in the event of a change of control;
f. in the event that continuation of this Agreement would result in Airwallex breaching its obligations under Applicable Laws; or
g. upon instruction of Airwallex’ Regulatory Bodies.
MISCELLANEOUS TERMS
22. Insurance
22.1. Partner shall be insured in respect of all potential liability, loss or damage arising out of or in connection with the provision of the Services under this Agreement. Partner shall produce evidence, to the satisfaction of Airwallex, of the insurance effected and maintained in accordance with this Agreement.
23. Outsourcing
23.1. Partner shall not outsource the Services without prior written consent of Airwallex. Partner shall, notwithstanding any subcontracting, remain the single point of contract for Airwallex and shall be liable to Airwallex for the performance of its obligations under this Agreement and be liable for all acts, omissions and negligence of any subcontractors as if they were acts, omissions or negligence of Partner.
24. Relationship
24.1. Nothing in this Agreement will be construed as creating a joint venture, partnership, agency, fiduciary or employment relationship among or between the Parties.
25. Assignment
25.1. Neither this Agreement nor any of the rights, interests or obligations under it may be assigned by a Party without the prior written consent of the other Party (which consent will not be unreasonably withheld or delayed), except:
a. Airwallex may, without Partner’s consent, assign and transfer this Agreement, including any of its rights and obligations under this Agreement, to any company within the Airwallex Corporate Group; and
b. Partner may, with Airwallex’s consent, which Airwallex will not unreasonably withhold, assign and transfer this Agreement, including any of its rights and obligations under this Agreement, to any company within the Partner’s Corporate Group.
26. Severability
26.1. If any provision of this Agreement is determined to be invalid or unenforceable by a court of law, the remaining provisions of this Agreement will remain in full force and effect.
27. Amendment
27.1. The Parties acknowledge and agree that any amendment(s) or modification(s) to these General Terms will be captured within Table 2 of the Commercial Schedule.
27.2. Airwallex reserves the right to modify these General Terms at any time, effective upon posting of an updated version of these General Terms on the Airwallex website. However, if any change to these General Terms will materially disadvantage a Partner, or materially impact the availability of Use Case Functionalities or services available under this Agreement, Airwallex will provide thirty (30) days’ notice to the email address provided by the Partner.
27.3. If Airwallex does make changes to these General Terms and the Partner determines the changes could adversely affect the Partner, the Partner may terminate this Agreement by providing thirty (30) days written notice.
28. Inconsistency
28.1. In the event of any inconsistency or conflict between the General Terms, the Commercial Schedule, or the API Terms, conditions contained in these General Terms, the following order of precedence shall apply: 1) API Terms, 2) General Terms, 3) Commercial Schedule.
29. Governing law
29.1. For disputes arising between Direct Contracting Entities, this Agreement shall be governed by the laws of their applicable Governing Law Jurisdiction as set out in the Commercial Schedule. Each Direct Contracting Entities hereby consents to the non-exclusive jurisdiction of the courts of the applicable Governing Law Jurisdiction.
30. Notices
30.1. Any notice, request, demand, or communication required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given on the day and at a time, between 9:00am and 5:00pm on a Business Day, at the receiving Parties’ registered office, on the day and time it is transmitted to the relevant email which is specified in the Commercial Schedule.
31. Dispute Resolution
31.1. The Parties shall make good faith efforts to resolve any dispute arising under this Agreement within thirty (30) days from the date on which a Party notifies the other Party that a dispute has arisen, and each Party shall refrain during that time (except for requests for injunctive relief) from initiating any litigation or other proceeding relating to such dispute.
32. Components
31.2. Airwallex may provide Partner with access to one or more Components. Partner shall integrate with the Components on its User Interface in accordance with Airwallex’s instructions, the Documentation and good industry practice. Partner’s right to use and access any Components shall cease on termination of this Agreement.
31.3. Partner must not use, modify or adapt a Component in any way, other than as directed by Airwallex.
33. DEFINITIONS AND INTERPRETATION
33.1. Definitions
In this Agreement, the following definitions shall apply:
Account Data | means the Airwallex Account Data or Partner Account Data, as applicable. |
Airwallex | means the Airwallex Group entities as set out in Annex I of Commercial Schedule. |
Airwallex Account | means a webapp account with the Airwallex Group that can be used to access and use Airwallex Services. |
Airwallex Account Data | means customer data from Airwallex Accounts. |
Airwallex Group | means the group of companies majority owned and/or controlled by Airwallex (Cayman) Company Limited, whether directly or indirectly. |
Applicable Laws | means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant Regulatory Bodies applicable to the activities undertaken or procured by the Parties under these General Terms,, and includes all applicable Data Protection Laws. |
Business Day | means any day (other than a Saturday, Sunday or public holiday) when banks are open for business in the relevant Airwallex entity jurisdiction. |
Component | means a web software development kit, hosted by Airwallex and integrated in the User Interface to facilitate the collection of beneficiary and/or payout information from Mutual Customers, which information shall be shared with Airwallex via API. |
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 General 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 General Terms by the disclosing party;
(d) in the public domain other than by breach of these General Terms; or
(e) independently developed without access to any Confidential Information disclosed by the disclosing party. |
Corporate Group | means any corporation or other entity that controls, is controlled by or is under common control with a party. Control means direct or indirect ownership of or other beneficial interest in fifty percent (50%) or more of the voting stock, other vesting interest, or income of a corporation or other entity. |
Customer Agreement | means an agreement between Airwallex and its customers for the use of Airwallex Services. |
Data Protection Laws | means the laws, regulations or adopted codes of practice applicable to activities undertaken under this Agreement by each relevant Airwallex Group entity relating to data protection, privacy, security or electronic communications. |
Direct Contracting Entities | is defined in Appendix I of the Commercial Schedule. |
Documentation | means all technical specifications, user manuals, operating manuals, process definitions and procedures, incident management and reporting guidelines and all such other documentation provided by Airwallex to Partner and is required to be complied with by Partner in order to provide the Services. |
Excluded Amounts | means any refund amounts, returned amounts, pre-authorisation amounts, unauthorised transaction amounts and any transaction amounts that are not genuine transactions made by the Mutual Customer as well as any transaction amounts that are prohibited under law or any acceptable use policy of the Airwallex group. |
Governing Law Jurisdictions | means the “Governing Law Jurisdictions” as applicable to the Direct Contracting Entities as set out in the Commercial Schedule. |
Insolvency Event | with respect to a person, means:
(i) any procedure commenced with a view to the winding-up or re-organisation of such person;
(ii) any step taken to the appointment of an administrator, receiver, administrative receiver or trustee in bankruptcy in relation to such person or all or substantially all of its assets;
(iii) the holder of any security over substantially all of the assets takes any step to enforce that security;
(iv) assets of such person is subject to attachment, sequestration, execution or any similar process;
(v) such person is unable to pay its debts as they fall due;
(vi) such person enters into, or steps are taken towards entering into a composition or arrangement with its creditors, including a company voluntary arrangement or a deed of arrangement; or
(vii) such person enters into any analogous procedure under the laws of any jurisdiction to the procedures set out in (i) to (vi) above. |
IP Rights | means:
(i) rights in 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 rights or forms of protection which exist now or in the future and in any part of the world;
(ii) rights in the nature of unfair competition rights and to sue for passing off or past infringement; and
(iii) trade secrets, confidentiality and other proprietary rights, including rights to know-how and other technical information. |
Materials | means all proprietary technology of a Party, including its applications, and documentation, user interface designs, network designs, systems, and algorithms, including any modifications, improvements, and derivative work. |
Merchant and Payment Information | means all data and information of the Mutual Customer’s customers collected by the Partner as part of the provision of Payment Acceptance, including but not limited to:
(i) card information (card number, cardholder name, CVV, expiry date); (ii) encrypted Apple Pay payment token; (iii) encrypted Google Pay payment token; (iv) direct debit information (bank account number, bank name, account holder name and email); and (v) customer’s name, email and phone number. |
Mutual Customer | means a customer of both Airwallex Group and Partner in Permitted Jurisdictions. |
Mutual Customer Account Data | means information related to a Mutual Customer including, without limitation, transaction data, financial data, bank account information, transactional history or Airwallex profile information. Mutual Customer Account Data may include Personal Data. |
Network Rules | means all applicable rules, regulations, operating guidelines, policies, procedures, manuals, announcements, bulletins issued by the financial services providers that operate payment networks supported by Airwallex from time to time which relate to (amongst other things) payment cards, payments, transactions, local payment methods and the related processing of data including but not limited to:
(i) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Visa Inc, Visa Worldwide Pte. Ltd., Mastercard International Incorporated, Maestro International Inc., American Express Australia Limited, or any other card network; and
(ii) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by any local payment method or local payment network, the Customer is required to, or chooses to participate. |
New Mutual Customer | means a Mutual Customer that enters into a Customer Agreement with Airwallex as a result of a referral by Partner but may, at Airwallex’s discretion, exclude the related parties or affiliates of an existing Airwallex customer. |
Parties | means the Airwallex Group entities and the Partner entities set out in Appendix I of Commercial Schedule. |
Partner | means the Partner’s entities set out in Annex I of Commercial Schedule. |
Partner Account | means a webapp account with Partner to access and use Partner’s services. |
Partner Account Data | means customer data from Partner Accounts. |
Permissions | means the OAuth scope items listed in the Commercial Schedule. |
Permitted Jurisdiction | means a jurisdiction set out in the Commercial Schedule and any other jurisdiction as the Parties may agree in writing from time to time. |
Personal Data | has the meaning given to it under Applicable Laws. |
Platform | means a Party’s APIs, software (in source and object forms), software development kits, app keys and access tokens, webpages and other related materials made available by that Party for the Permitted Purpose. |
Referral Fee | means the referral fee set out in the Commercial Schedule. |
Regulatory Bodies | means any person or regulatory body concerned with the creation, enforcement or supervision of, or compliance with Applicable Law. |
Services | means the services and functionalities as identified in the Clause 3 and the Commercial Schedule. |
Service Failure | a failure by Partner to deliver any part of the Services. |
Service Fees | means the Service Rebate and Partner Service Fee as set out in the Commercial Schedule. |
Tier | means the tiered fee structure as set out in the Commercial Schedule. |
ANNEX A - SERVICE FUNCTIONALITY SPECIAL CLAUSES
Use Case Functionality | OAuth Scopes | Permitted Jurisdictions | Use Case Specific Terms |
Bankfeed
Documentation
| r:awx_action:balances_view
| Australia New Zealand Hong Kong, Singapore, Malaysia, EU, United Kingdom, United States, and Canada | Functionality for Mutual Customers to link their Airwallex Account to their account on the Partner’s platform in order to access and view Mutual Customer Account Data through the Partner’s User Interface. |
Card Issuing
| r:awx_action:issuing_cards_view
w:awx_action:issuing_cards_edit
r:awx_action:issuing_cardholders_view
w:awx_action:issuing_cardholders_edit
r:awx_action:issuing_transactions_view | Australia New Zealand United States | Functionality for Mutual Customers to grant the Partner with the authorisation to instruct Airwallex to issue personalised and non-personalised Airwallex Card(s). Partner agrees that, to provide Card Issuing functionality, Partner must: comply with the standards of Payment Card Industry Security Standards Council (“PCI SSC Standards”) and promptly share evidence of certification with Airwallex upon request. It may also be required to fulfil relevant service level or data security standards under Network Rules, Applicable Laws, as well as all contractual provisions between Partner and the Mutual Customers. Partner agrees that it shall be solely responsible to satisfy such requirements;. |
Chargebacks
| r:awx_action:payment_dispute_view
w:awx_action:payment_dispute_edit
r:awx_action:balances_view | Australia New Zealand Hong Kong, Singapore, Malaysia, EU, United Kingdom, United States, and Canada
| Functionality to enable Mutual Customers to manage their chargebacks and refunds with card schemes, Partner will provide the following services to Airwallex: relay Mutual Customer's instructions to Airwallex including requests for information including: transaction date; purchase description and complaint details ("Complaint Information"); and information to challenge the dispute raised by the shopper. relay the dispute Complaint Information that Airwallex has received from the card scheme to the Mutual Customer. relay outcome of issuer's decision on the dispute, as received by Airwallex, to the Mutual Customer.
Partner will also provide Mutual Customers with the following functionalities: issue dispute related instructions to Airwallex, including: view disputes relating to the Mutual Customers; process disputes on the Mutual Customer's behalf; and view Mutual Customer's wallet balance in their Airwallex Accounts. authorise the Partner to receive information on disputes and subscribe to "event-based notifications" of disputes from Airwallex. Mutual Customers responses to challenge the dispute raised by the shopper.
Partner shall ensure that it is validly authorised to act as agent for the Mutual Customers to: access the Mutual Customer's Account Data; and respond to and accept or reject disputes raised by the Mutual Customer's shoppers. |
Global Account
| r:awx_action:global_accounts_edit
r:awx_action:global_accounts_view | Australia New Zealand Hong Kong, Singapore, Malaysia, EU, United Kingdom, United States, and Canada | Functionality to receive instructions from Mutual Customer to Airwallex through User Interface to enable opening of new global accounts and/ or receiving of certain data about the Mutual Customer’s Airwallex global accounts. |
Intermediary Account Transfer
| r:awx_action:account.wallet_info_view
r:awx_action:settings.account_details_view
r:awx_action:balances_view
| Australia New Zealand Hong Kong, United States, and Canada | Functionality to authorise Partner to make a transfer of funds from Customer’s Airwallex Account to Partner or a payee’s Airwallex Account through the User Interface. |
Payment Acceptance
| w:awx_action:pa_edit r:awx_action:pa_view
| Australia New Zealand Hong Kong, Singapore, Malaysia, EU, United Kingdom, United States, and Canada | Functionality for Mutual Customers to accept payments from third party payors into Mutual Customer’s Airwallex Accounts through the User Interface. Partner agrees that, to provide Payment Acceptance, it must not store, cache or process card and personal information of payors / Mutual Customer’s customers within the Components. |
Payment Instructions
| r:awx_action:balances_view
r:awx_action:settings.account_details_view
w:awx_action:contact_management_edit
w:awx_action:transfers_edit | Australia New Zealand Hong Kong, Singapore, Malaysia, EU, United Kingdom, United States, and Canada | Functionality to enable Mutual Customers to pay invoices from funds held in its Airwallex Accounts through the User Interface, Partner will provide the following services to Mutual Customers, which shall constitute the “Template Services”: Maintenance of a list of trusted beneficiaries from the Mutual Customers in the format instructed by Airwallex, including by integrating a Component, as may be directed by Airwallex from time to time (“Trusted Beneficiary Whitelist”); Receiving instructions from the Mutual Customers in respect of payment transactions to be made from Airwallex Accounts in the format required by Airwallex and sending to Airwallex via API, including by integrating a Component, as may be directed by Airwallex from time to time (“Instructions”); and Relaying confirmation to Mutual Customers that Airwallex has executed the payment transactions in accordance with the Instructions. Partner shall not submit Instructions to Airwallex as part of the Template Services in relation to any beneficiary unless and until that beneficiary is part of the Trusted Beneficiaries Whitelist. |
Payment Links
| r:awx_action:payment_links_view
w:awx_action:payment_links_edit | Australia New Zealand Hong Kong, Singapore, Malaysia, EU, United Kingdom United States, and Canada | Functionality to include payment links on quotes and invoices in order to collect payments from third party payors into Airwallex Accounts. When providing this payment link service, Partner must: ensure instructions from the Mutual Customers in respect of payment links are in the format required by Airwallex, and sent to Airwallex via API, or as may be directed by Airwallex from time to time; and through the User Interface, provide Mutual Customers information concerning whether a payment link has resulted in a successful payment to the relevant Airwallex Account. |
Payment Acceptance (Native)
| w:awx_action:pa_edit r:awx_action:pa_view | Australia New Zealand Hong Kong, Singapore, EU, United Kingdom United States, and Canada | Functionality to accept payments from third party payors into Airwallex Accounts through the User Interface, using the Partner’s native checkout component. Partner agrees that, to provide native payment acceptance, Partner must: comply with the standards of Payment Card Industry Security Standards Council (“PCI SSC Standards”) and promptly share evidence of certification with Airwallex upon request. It may also be required to fulfil relevant service level or data security standards under Network Rules, Applicable Laws, as well as all contractual provisions between Partner and the Mutual Customers. Partner agrees that it shall be solely responsible to satisfy such requirements; obtain necessary consent from the Mutual Customer’s customers prior to collecting and transferring the Merchant and Payment Information to Airwallex, and ensure that it complies with all applicable Data Protection Laws (including the “Do Not Sell or Share My Personal Information” requirements under CCPA) when doing so; and provide reasonable assistance to Airwallex in respect of any data subject requests received by Airwallex from Mutual Customers, Mutual Customer’s customers, and other individuals, under Data Protection Laws;
For the avoidance of doubt, under the Payment Acceptance (Native), Airwallex will not be providing Mutual Customers with payment gateway services and will not be liable to the Mutual Customers in respect of such services. |
Onboarding Facilitation
| w:awx_action:onboarding | Australia New Zealand Hong Kong, Singapore, Malaysia, EU, United Kingdom, United States, and Canada | Functionality to facilitate the onboarding process using Airwallex embedded onboarding components. Partner agrees that it will not attempt to cache or store information that is passed to Airwallex’s API. |
ANNEX B (DISCLAIMERS)
Jurisdiction | Template Disclaimer Wording |
Australia | “[Partner] does not hold an Australian Financial Services Licence and does not conduct licensable financial services activities. Payment activities conducted through an Airwallex account (“Airwallex Services”) are provided by Airwallex Pty Ltd and/or Airwallex SVF Pty Ltd. Information regarding Airwallex Services passed on, published or disseminated to you by [Partner] (the “Information”) may contain general financial product advice issued by Airwallex. [Partner] does not provide, endorse or otherwise assume responsibility for any financial product advice contained in the Information. [Partner] receives commission for referring customers to the Airwallex Group” |
EU, Hong Kong, Singapore, UK, New Zealand, USA, and Canada | “[Partner] does not conduct licensable payments or other financial services activities. Payment activities conducted through an Airwallex Account are provided by the Airwallex Group.” |
ANNEX B (ADDITIONAL DATA PROVISIONS)
International Transfers — EEA Data Transfers
This Paragraph A shall apply to the extent that Partner processes Airwallex Account Data which includes personal data controlled by Airwallex (Netherlands) BV or Airwallex Lithuania, UAB (“Airwallex EEA Data”) and the transfer of such Airwallex EEA Data to a territory outside of the European Economic Area that, at the time of such transfer, does not have a positive adequacy decision from the European Commission under Article 45 of Regulation (EU) 2016/679 (each an “EEA Data Transfer”).
Whenever there is an EEA Data Transfer, Partner’s use of Airwallex EEA Data is subject to Partner’s compliance with the Clauses in so far as they relate to controller - controller transfers (Module One). In each case, Partner agrees that for the purposes of Section IV, Clauses 17 and 18 in the Clauses, Option 1 and Option (b) shall apply respectively and the Member State shall be Netherlands or Lithuania (as the case may be). Nothing in this Paragraph A is intended to vary or modify the Clauses.
For the purposes of this Annex 6, the following definitions shall apply:
Rights, Ownership, and Obligations
a. For the purposes of Annex I(A) to the Clauses, Airwallex (Netherlands) BV/ or Airwallex Lithuania, UAB is the "data exporter" and Partner is the "data importer" as defined in the Clauses.
b. For the purposes of Annex I(B) to the Clauses:
i. “Approved Addendum” means the International Data Transfer Addendum to the Approved EU SCCs, Version B1.0, issued by the Information Commissioner under s119A of the Data Protection Act 2018 and dated 21 March 2022, as may be amended, replaced or superseded by the Information Commissioner.
ii. “Categories of data subjects” are the Mutual Customer;
iii. "Categories of personal data" are Airwallex EEA Data, which includes Airwallex Account Data;
iv. "Sensitive data" - not applicable;
v. "Frequency of the transfer" is on a continuous basis to the extent required to fulfill the purpose outlined in item (v) below;
vi. “Nature and purpose of the data transfer(s)" is the integration by API to allow Partner to receive Airwallex Account Data of Mutual Customers in accordance with the Permissions in order for the Mutual Customers to make use of functionality on Partner's Platform’; and
vii. "Period for which personal data will be retained" is as set out in Section 3(d)(i)(2) unless applicable laws require the Airwallex EEA Data be retained for a longer period, in which case Partner shall only retain such Airwallex EEA Data for the period required by such applicable laws and subject always to clause d below.
c. For the purposes of Annex I(C) to the Clauses, the competent supervisory authority will be the Autoriteit Persoonsgegeven (Dutch DPA); and
d. For the purposes of Annex II to the Clauses, Partner will implement and maintain Airwallex’s Technical and Organisational Measures (as provided).
4. “Clauses” in this Annex 6 means the standard contractual clauses annexed to European Commission Decision (EU) 2021/914.
International Transfers — UK Data Transfers
This Paragraph B shall apply to the extent that Partner’s processes Airwallex Account Data which includes personal data controlled by Airwallex (UK) Limited that is subject to the UK GDPR (as defined in the UK's Data Protection Act 2018 ("DPA")) (“UK Data”) and the transfer of such UK Data to a territory outside of the United Kingdom that, at the time of such transfer, does not have a positive adequacy decision from the Secretary of State in accordance with the relevant provisions of the UK GDPR and the DPA (“UK Data Transfer”).
Whenever there is a UK Data Transfer, Partner’s use of UK Data is subject to Partner’s compliance with the Approved Addendum (which is hereby incorporated by reference into this Agreement and is deemed to have been entered into and completed as set out below). Nothing in this Paragraph B is intended to vary or modify the Approved Addendum. All defined terms used below shall have the meanings given to them in the Approved Addendum.
For the purpose of the Approved Addendum, the following will apply:
In Table 1 of the Approved Addendum, the Parties' details are as follows:
a. Airwallex (UK) Limited is the "data exporter" and Partner is the "data importer" as defined in the Approved Addendum.
b. The Parties details and key contact information are:
Airwallex (UK) Limited, LABS House, 15-19 Bloomsbury Way, London WC1A 2TH. The contact person's details are as notified by the data exporter to the data importer, from time to time. Partner's details and key contact information are the details notified by Partner to Airwallex from time to time.
c. The Parties agree that execution of this Agreement by the Parties shall constitute execution of the Approved Addendum.
d. For the purposes of Table 2 of the Approved Addendum, the selected modules of the Approved EU SCCs shall be Module 1 (controller to controller).
Table 3 of the Approved Addendum shall be populated as follows
a. Annex 1A: List of Parties: See Table 1 references above and the activities relevant to the data transferred are as described in these Terms.
b. Annex 1B: Description of Transfer: The information in Paragraph A shall apply, albeit references to "Airwallex (Netherlands) BV” and “Airwallex Lithuania, UAB” shall be replaced with "Airwallex (UK) Limited, and references to "Airwallex EEA Data" shall be replaced with "UK Data".
c. Annex II: Technical and organisational measures: For the purposes of Annex II, Partner will implement and maintain appropriate Technical and Organisational Measures / or Airwallex Technical and Organisational Measures (as provided).
In Table 4 of the UK Addendum, the data exporter may end the UK Addendum in accordance with the terms of the UK Addendum.