Last updated: 24 February 2025 (日本語版は、以下のPDFをダウンロードしてください)

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1. THESE TERMS

1.1 These Airwallex General Terms (these “Terms”) comprise a legal agreement　between you (‘you’, ‘your’, or ‘Customer’) and Airwallex Japan K.K. (‘Airwallex’, ‘us’, ‘our’ or ‘we’) together with the Additional Terms we agree to provide you from time to time (‘the Agreement') , which include the use of mobile applications, websites, software and other products we offer (“Services”). In the Agreement, the Customer and Airwallex are individually referred to as a 'Party', and collectively as the 'Parties'.

1.2 The structure of the Agreement and these Terms are as follows:

(a) These Terms applies to everyone who uses our Services;

(b) As an option, you may agree to Additional Terms in order to use the specific services. Additional Terms also comprise the Agreement. and

(c) If there is any inconsistency between these Terms and any Additional Terms, then the Additional Terms prevail to the extent of the inconsistency.

Regarding the termination of the Agreement, please refer to Clause 19.

1.3 You can always see the most current version of these Terms and Agreement on our website at [www.airwallex.com](https://www.airwallex.com/jp).

1.4 You agree with our Privacy Policy to use the Services, the most current version of which you can see on our website at www.airwallex.com.

1.5 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 Japan (which is available on our website at www.airwallex.com) and that you may not use the Services in respect of Prohibited Transactions.

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 these Terms or any Services with immediate effect if you have violated the Acceptable User Policy.

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:

(a) API Documentation; and

(b) Any other terms referenced in these Terms.

Unless otherwise specified, the above documents do not form part of the Agreement.

2. WHO AIRWALLEX IS AND HOW TO CONTACT US

2.1 Our company information. The Services are offered by Airwallex, which has its registered office at　2-14-4 Kita Aoyama, Minato-ku, Tokyo, 107-0061.

2.2 How to contact us. You can contact us by: (a) emailing us at: [email protected];

(b) sending mail to us at: 2-14-4 Kita Aoyama, Minato-ku, Tokyo, 107-0061;

(c) telephone: +81-03-6837-9601; and

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

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 from time to time – please keep these up to date. By using our Services, you agree to receive electronic communications from us.

3. CHANGES TO THESE TERMS

3.1 We may change these Terms (including the Service Fees) by giving you thirty (30) days’ prior written notice. We will consider that you have accepted the proposed changes if you do not terminate these Terms by giving us written notice during the notice period.

3.2 We may also make some changes to these Terms with prior notice, if they:

(a) are required by Applicable Law; or

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

You should stop using our Services if you do not agree to these changes. If you keep using our Services after we have notified you of or announced any such changes (whether through our website or other means), we will treat you as having accepted the changes.

4. 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 Airwallex 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 the Agreement, by giving you two months’ prior written notice.

5. GETTING STARTED

5.1 Creating your Airwallex Profile. In order to use the Airwallex Platform and our Services, you must apply by providing 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. We will review your application and contact you if we agree to provide you with the Airwallex Platform.

5.2 We will only create your Airwallex Profile and allow you to use our Airwallex Platform if we are satisfied with the information you have provided, and we have been able to verify this information. We may refuse a request to create your Airwallex Profile and use the Airwallex Platform our Services in our sole discretion, for example if we reasonably believe you may be in breach of our Acceptable Use Policy or due to regulatory restrictions. You must inform us promptly if any details previously provided as part of your Airwallex Profile changes or is incorrect.

5.3 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 your Airwallex PlatformServices, for example, if we reasonably believe you have opened them in order to bypass any restrictions in the relevant Services.

5.4 You confirm you are acting on your own account, not on behalf of any other person or legal entity. Where you are a company, individual business operator or other commercial entity, you confirm the Airwallex Platform is being used in connection with business or commercial purposes and not for personal, domestic or household purposes. If you are entering into this Agreement 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.

6. AUTHORISED USER

6.1 The Customer may appoint an “Authorised User” to act on its behalf to conduct certain transactions or give instructions to Airwallex under these Terms. The Customer must set up each Authorised User with a User Profile and promptly provide Airwallex with the following details of any of the proposed Authorised Users:

(a) name of the Customer,

(b) name of the Authorised User,

(c) address and billing address of the Customer,

(d) phone and email address of the Authorised User,

(e) and any other contact or identification information of the Authorised User that Airwallex may reasonably require.

You must inform us promptly if any details previously provided about an Authorised User changes or is incorrect.

The Customer will ensure that the Authorised Users comply with these Terms and in respect of the Customer's obligations and liabilities under these Terms, references to 'Customer', 'you' and 'your' shall (where the context requires) be read as including its Authorised Users.

6.2 You may set up your Authorised Users to have different levels of authority by following the relevant prompts on the Airwallex Platform. Airwallex will receive instructions from the Authorised User(s) through the Airwallex Platform, via specified App or other methods.

6.3 The Customer agrees that:

(a) the Authorised Users have the authority and capacity to provide instructions for the provision of Services to Airwallex on the Customer's behalf;

(b) Airwallex will rely on the authority of the Authorised User, and the Customer will be bound by the actions of the Authorised Users, until the Customer provides Airwallex with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users;

(d) Airwallex may refuse access to the Authorised User(s) if Airwallex is concerned about unauthorised or fraudulent access; and

(e) the Customer will promptly report to Airwallex any infringements or unauthorised access to the Airwallex Platform, including the Webapp, or any Service.

7. CUSTOMER DUE DILIGENCE

7.1 To meet our obligations under Applicable Law before we provide our Services to you and from time to time during our provision of Services to you, we may carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant) and Authorised Users together with any parties involved in your transactions or use of the Services. 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 direct or indirect loss arising out of your failure or delay in providing us with the information we require.

7.2 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. We may keep records of such customer due diligence checks in accordance with Applicable Law.

7.3 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, customer due diligence checks including credit evaluations (if applicable); and

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

7.4 If we reasonably believe that you fall under or deemed to fall under “Anti-Social Forces”, you are not eligible to use our Services.

7.5 In case where your Due Diligence fails and it is concluded that we are not able to provide you the Services, we shall not be obliged to explain the reasons for such conclusion.

7.6 If you link bank account to your Wallet, as permitted or otherwise required by Airwallex, you agree that:

(a) we will need to carry out verification on the bank account.

(b) we may implement any verification process as we reasonably require from time to time, and use the information obtained through such a process to verify the information you have provided to us to our satisfaction.

(c) if you fail to complete the verification process or if the verification is unsuccessful, you will not be able to use our Services or features which will require a bank account.

8. WARRANTIES

8.1 Airwallex Warranties. We represent and warrant that:

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

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

8.2 Customer Warranties. The Customer represents, warrants and undertakes on an ongoing basis that:

(a) if the Customer is natural person, the Customer is at least eighteen (18) years of age;

(b) if the Customer is a company, the Customer is a company duly incorporated under the laws of Japan;

(c) it has full capacity, authority and all necessary licences, permits and consents to enter into and to exercise the rights, and perform its obligations under, these Terms;

(d) its entry into and performance of these Terms do not:

(i) conflict with or result in the breach of or default under any provisions of the Customer’s articles of incorporation or association, by-laws or any other constituent documents; and

(ii) conflict with or result in the breach of any Applicable Law or other restrictions or obligations that the Customer’s business is subject to;

(e) it will provide Airwallex with accurate, up-to-date and complete customer due diligence information and data at all times;

(f) it will use the Services only for lawful purposes and in compliance with the applicable Terms;

(g) it will not use, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and

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

8.3 Conduct. The Customer is solely responsible for any use of the Services, the Webapp and other features of the Airwallex Platform, including the content of any data or transmissions it executes through the Airwallex Platform, or by any Authorised User. The Customer will use all reasonable endeavours to ensure that no unauthorised person will or could access the Airwallex Profile, any of the Services or other features of the Airwallex Platform or the Webapp. The Customer will not interfere with, disrupt, or cause any damage to other users of the Airwallex Platform, the Webapp or the Services.

8.4 Disclaimers. To the extent permitted by law, Airwallex makes no warranties, guarantees or representations of any kind with respect to the Airwallex Platform, the Webapp or the Services with respect to its merchantability, satisfactory quality or fitness for a particular purpose or non-infringement of third party rights. In particular, Airwallex:

(a) does not make any commitments about the content or data within the Airwallex Platform, the specific functions of the Services or its accuracy, reliability, availability or ability to meet the Customer's needs;

(b) does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contains and/or displays information that is current or up-to-date, and will be free from bugs or viruses, or never be faulty;

(c) may occasionally have to interrupt the Customer's use of the Services for operational, security or other reasonable reasons. In such a case, Airwallex will restore access as quickly as practicable; and

(d) does not offer financial advice and the Customer must not treat any information or comments by Airwallex as financial advice.

8.5 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.

9. BETA SERVICES

9.1 You acknowledge and agree that Airwallex may indicate that certain Services are provided as 'beta', 'pilot', 'invite-only', 'limited release' or 'pre-release' features or services ('Beta Services').

9.2 You acknowledge and understand that:

(a) Beta Services are incomplete and still in development, may contain bugs or errors, may materially change prior to a full commercial launch (if any), and may never be released commercially;

(b) we provide all Beta Services on as 'as-is' basis, and without warranty of any kind, and your use of, or reliance on any such features and services is done at your own risk;

(c) we have no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, Beta Services (or any part of them) during your use of any Beta Services, however, if we provide or makes available any update to Beta Services, you must fully implement the applicable update within the time period specified by Airwallex or within thirty (30) days after we make the update available to you (whichever is earlier);

(d) we may make updates, changes, repairs, or conduct maintenance at any time, and with or without notice, which may result in changes in the availability or quality of Beta Services. In addition, Airwallex may suspend your access to Beta Services with or without notice, including if we reasonably believe that:

(i) suspension is required by Applicable Law;

(ii) continuing to provide the Beta Services would make Airwallex in breach of any obligation that Airwallex owes to a third party; or

(iii) Airwallex determines that continuing to provide the Beta Services would give rise to security or privacy risk; and

(e) we may terminate your access to the Beta Services if we in our sole discretion stop offering the Beta Services completely, or within your geographic jurisdiction.

9.3 Airwallex may, in its discretion, provide Beta Services to the Customer free of charge.

10. SERVICE FEES

10.1 Service Fees. 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 the Agreement). We may revise the Service Fees in accordance with clause 3 (Changes to these Terms).

10.2 Some of the Services we provide may require Service Fees to be paid for on a recurring basis (‘Subscription Services’). By activating or using a Subscription Service (including after the completion of any trial period, if applicable), you agree to pay the recurring fees applicable to such Subscription Service set out on the Airwallex Platform (‘Subscription Fee’).

10.3 Unless specified in the Fee Schedule or we otherwise agree in writing with you, Subscription Fees will be charged at the end of every month until cancelled. You may cancel a Subscription Service at any time via the Airwallex Platform. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, you are still liable to pay the Subscription Fee for the current billing period.

10.4 Invoices. In respect of certain Services, Airwallex may invoice the Customer for amounts due or payable under theseTerms on a monthly basis.

10.5 Any invoices issued by Airwallex must be paid by the Customer in a timely manner in order for the Customer to continue their access to the Services and no later than the date specified on the invoice. If full payment is not received on time, Airwallex may suspend the Customer's use of the Services and access to any associated accounts until Airwallex receives the full invoiced payment.

10.6 Tax. All amounts payable to Airwallex under these Terms are exclusive of all taxes and similar fees now in force or enacted in the future, which the Customer will be responsible for and will pay in full without any set-off, counterclaim, deduction or withholding unless prohibited by Applicable Law. Where the Customer is obliged by Applicable Law to deduct withholding tax from any payment made to Airwallex:

(a) the Customer will promptly notify Airwallex of the requirement;

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

(c) 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;

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

(e) 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.

10.7 Airwallex may deduct any amounts that the Customer owes Airwallex from time to time from the funds Airwallex collects or receives as part of the Services or from any amount provided as security pursuant to the following clause. If the Customer does not have enough funds to pay the amount owed to Airwallex, Airwallex may, at the Customer's cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).

10.8 Security. Airwallex may, at any time, require that the Customer procures, within thirty (30) days (or such longer period as the Parties agree) after receiving Airwallex's written request, a guarantee, indemnity or other security (including the replacement of any existing security) in such form and over such assets as Airwallex may reasonably require to secure to its reasonable satisfaction the performance of the Customer's obligations (including contingent or potential obligations) from time to time under these Terms.

11. INTELLECTUAL PROPERTY

11.1 Airwallex Marks. All Airwallex Marks owned or used by Airwallex in the course of its business are the property of Airwallex. Airwallex reserves all Intellectual Property Rights in relation to the use of the Airwallex Marks. The Customer may not use the Airwallex Marks or any similar marks without the prior written consent of Airwallex.

11.2 Ownership. Airwallex owns all Intellectual Property Rights in and to the Services, including the Airwallex Platform, the Webapp 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, feedback, ideas or suggestions relating to the Airwallex Platform, the Webapp and Services and derivative work thereof. The Agreement does not transfer from Airwallex to the Customer any ownership rights in the Airwallex Platform, the Webapp or the Services.

11.3 Customer Materials.

(a) The Customer grants a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable licence to Airwallex and any applicable Affiliate or third party service provider of Airwallex, to use the Customer Materials, for the purposes of operating the Airwallex Platform, providing the Services, and fulfilling Airwallex's rights and discharging its obligations under these Terms.

(b) The Customer is solely responsible for the quality, accuracy, and completeness of any Customer Materials and shall indemnify and hold harmless Airwallex, its Affiliates and its service providers on demand against all Losses arising out of or in connection with their use of the Customer Materials in accordance with the licence granted pursuant to this clause and any claim that the Customer Materials infringe the Intellectual Property Rights of any third party.

11.4 Airwallex licence. Airwallex grants you a personal, limited, revocable, non-transferable, non-exclusive, non-assignable, non-sub-licensable, royalty-free licence to access and use the Airwallex Platform through any supported web browser for the receipt of Services provided to the Customer under these Terms provided that you comply with these Terms.

11.5 Licence restrictions. The provisions of this clause shall apply to any licences granted to the Customer by Airwallex and/or its Affiliates. The Customer shall not, except to the extent allowed by Applicable Law or granted under a licence from Airwallex to the Customer under clause 11.4 or otherwise in these Terms, attempt to:

(a) use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, or otherwise commercially exploit, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of the Services including the Airwallex Platform, Services, or included software;

(b) allow any unauthorised person to access or use the Airwallex Platform or use the Services, or trade on the Airwallex Platform for speculative purposes; or

(c) reverse compile, disassemble, reverse engineer, attempt to extract the source code, or otherwise reduce to human-perceivable form all or any part of the Services or Airwallex Platform.

11.6 Customer infringement. The Customer will not use the Services, including the Airwallex Platform, in any way that infringes or violates Airwallex's or any third party's Intellectual Property Rights, or otherwise in breach of Applicable Law. The Airwallex Platform may display content that Airwallex does not own or is otherwise not responsible for. The Customer shall not use content from any of the Services, including the Airwallex Platform, unless the Customer obtains written consent from Airwallex or the owner of the content, or as permitted by Applicable Law.

11.7 Airwallex compensation. If a third party alleges that authorised use of the Airwallex Platform as permitted by this Agreement infringes any 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 186.3 to 186.4 (Indemnity) 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)

11.8 Above clause 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

11.9 Promotion. The Customer agrees that Airwallex may include the Customer's name, trading name, logo, trade marks and general business information in Airwallex's promotional and marketing materials for the Services and on its websites with the Customer’s consent. The Customer may at any time and upon reasonable notice in writing to Airwallex request that Airwallex ceases to use its name, logo, trade marks and general business information for these purposes.

11.10 Feedback. If the Customer provides us with any comments, questions, ideas, suggestions or other feedback relating to the Airwallex Platform or any of the Services (‘Feedback’), the Customer agrees that we may freely use, copy, disclose, license, distribute and exploit such Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Feedback will not be considered as constituting the Customer's Confidential Information or Customer Materials.

12. LIABILITY

12.1 Nothing in these Terms limits or excludes:

(a) in relation to each Party, its Liability for:

(i) death or personal injury caused by its negligence;

(ii) fraud or fraudulent misrepresentation;

(iii) any other act or omission, liability for which may not be limited under Applicable Law; and

(b) in relation to the Customer, its Liability for:

(i) any sums properly due and payable to Airwallex under these Terms;

(ii) a breach by the Customer of Applicable Laws; and

(iii) liability arising under any indemnity given by the Customer.

12.2 Subject to this clause, Airwallex and its Affiliates shall have no Liability in respect of:

(a) any incidental, punitive, indirect, special or consequential losses suffered or incurred by the Customer;

(b) any (i) loss of profits; (ii) loss of business opportunities or bargain; (iii) loss of revenue; (iv) loss of anticipated profits; (v) loss of or corruption of data or loss associated with the same; (vi) loss of operation time or loss connected with or arising from business interruption; (vii) loss of anticipated savings; and/or (viii) damage to goodwill or any other damage to reputation, (in each case, arising as a direct or indirect result of the applicable claim);

(c) any loss outside of the direct control of Airwallex and/or any of its Affiliates that arises from the negligence, fraud or wilful misconduct or the insolvency of any banking partner, third-party correspondent bank, liquidity provider, trustee or responsible entity, fund administrator, custodian, registry or other financial institution who is part of the payment network used to provide the Services;

(d) the non-execution, or defective execution, of transactions or instructions if any information you provide in the Customer's instructions is incorrect or if such non-execution or defective execution arises out of the Customer's failure or delay in providing us with the information we require in accordance with these Terms; and

(e) any error, mistake or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.

12.3 Subject to this clause, the maximum aggregate Liability in any one (1) calendar year of Airwallex in relation to these Terms shall not exceed the aggregate Service Fees paid by the Customer in respect of that year in relation to these Terms.

12.4 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.

13. INDEMNITIES

Customer's Indemnity. The Customer shall indemnify and keep indemnified Airwallex and its Affiliates on demand against all Losses incurred or suffered by Airwallex and its Affiliates in connection with or as a result of:

(a) the Customer's breach of any term of these Terms;

(b) failure to comply with Applicable Law;

(c) failure to comply with the Acceptable Use Policy;

(d) (where applicable) the Customer’s incorrect instructions, overpayment, payment error, or other invalid payment you cause;

(e) any error, default, negligence, misconduct, or fraud by the Customer, employees, directors, officers, or representatives, or anyone acting on Customer’s behalf;

(f) the Customer's use or misuse of the Services including the Airwallex Platform;

(g) a third party alleging that Airwallex's use of the Customer Materials as permitted by these Terms infringes any Intellectual Property Rights;

(h) Airwallex acting on any of the Customer's or any of its Authorised Users' instructions or which Airwallex reasonably believe to have been made by the Customer or an Authorised User; or

(i) Airwallex funding or arranging to fund all or part of any transactions pursuant to the Customer's instruction, and the Customer cancels or fails to fully fund such transactions and Airwallex incurs losses as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.

14. CONFIDENTIALITY, PRIVACY AND USE OF DATA

14.1 Confidential Information. You acknowledge that:

(a) you may have access to Confidential Information belonging to us;

(b) you must keep such information confidential in accordance with the Agreement; and

(c) you may only use such information solely for the specific purposes for which it was disclosed by us to you or as expressly permitted by us.

14.2 Confidentiality Undertakings. You agree that you:

(a) will not disclose any of our Confidential Information to any third party except as required: (i) by law or any authority of competent jurisdiction; (ii) to your attorneys, accountants and other advisors as reasonably necessary; or (iii) for the purposes of defending yourself in relation to actual or threatened proceedings, provided that in respect of (i) and (iii) above, you will give us reasonable notice in advance of such required disclosure, together with such details as we may request (where notice to us is permissible under Applicable Law); and

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

14.3 Disclosures to employees and agents. In addition, you may only reveal our Confidential Information only to your agents, representatives and employees who have a ‘need to know’ such information in connection with the Agreement, and are informed of the confidential nature of such Confidential Information and agree to act in accordance with this clause. You will remain liable for any disclosure of Confidential Information by your agents, representatives and employees as if you had made such disclosure.

14.4 Privacy and Personal Data. The protection of Personal Data is very important to us. In addition to the Agreement, our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review these Terms of our Privacy Policy, which we update from time to time.

14.5 Compliance. The Customer will not knowingly perform its obligations under these Terms in a way that causes Airwallex to breach applicable Data Protection Legislation.

14.6 Data Disposal. 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 as required by Applicable Law.

14.7 Data Security. You 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 in addition to any other reasonable information security requirements specified by us.

14.8 Personal data you provide about someone else. If you give us Personal Data about someone else, including (but not limited to) your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you undertake that we may rely on you to obtain such other persons' consent for disclosing their Personal Data to us which we will use in accordance with the Agreement and Privacy Policy. You are required to show them information about these provisions so that they may understand the manner in which their Personal Data may be collected, used and disclosed by Airwallex in connection with your dealings with us and our use of their Personal Data including our use of Personal Data for direct marketing purposes and their consent to our use of their Personal Data provided by you on their behalf.

15. SAFETY AND SECURITY

15.1 Keep your Wallet safe. In order to use the Airwallex Platform through the Webapp, 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.

15.2 Where you access the Platform through the Airwallex API, you acknowledge and agree that it is your responsibility to ensure the security and integrity of your technical systems and for ensuring that only authorised persons are able to access the Platform (including by imposing log-in and user authentication requirements).

15.3 You must and you must ensure that your Authorised Users will:

(a) store all log-in information and passwords necessary to gain access to the Airwallex Platform (whether through the Webapp or Airwallex API) safely and securely at all times;

(b) not disclose such log-in information and passwords to any other person or allow any other person to use their Airwallex Profile or User Profile (as applicable) to access the Airwallex Platform;

(c) not use any identifiable numbers or words which can easily be guessed by someone else as a password;

15.4 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 that of an Authorised User) or other security credentials of you or an Authorised User are stolen, lost, used without your authorisation or otherwise compromised;or

(b) the security of the method you use to access the Airwallex Platform has otherwise been compromised.

15.5 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 suspected or actual unauthorised transaction or other security concerns regarding the Airwallex Platform. If you do not notify us of any unauthorised, or incorrectly initiated or executed, transactions immediately and at the latest within 90 days of the debit date of the transaction, you may lose the right to have the matter corrected or money refunded.

16.Exclusion of Anti-Social Forces

16.1 The Customer represents and guarantees that the Customer is currently not involved in and will not be involved in the following, both now and in the future:

(a) Organized crime groups (as defined in Article 2, Paragraph 2 of the Act on Prevention of Unjust Acts by Organized Crime Group, Act No. 77 of 1991, hereinafter referred to as the "Anti-Organized Crime Act").

(b) Members of organized crime groups (as defined in Article 2, Paragraph 6 of the Anti-Organized Crime Act).

(c) Individuals who have not passed five years since ceasing to be members of organized crime groups.

(d) Quasi-members of organized crime groups.

(e) Companies related to organized crime groups.

(f) Extortionists, individuals involved in social movement extortion, individuals involved in political activity extortion, or special intelligence crime groups.

(g) Terrorists or individuals designated by the Japanese government or foreign governments as subject to economic sanctions.

(h) Individuals closely associated with those listed in the preceding items (including providing funds or other benefits, but not limited to these).

(i) Other individuals similar to those listed in the preceding items.

16.2 The Customer represents and guarantees that the Customer will not engage in any of the following acts, directly or indirectly:

(a) Violent demands.

(b) Unreasonable demands beyond legal obligations.

(c) Acts of intimidation (including informing oneself or related parties as being individuals specified in the preceding paragraph) or the use of violence in relation to transactions.

(d) Spreading false rumors, using fraudulent means, or exerting influence to defame our reputation or disrupt our business.

(e) Other acts similar to those listed in the preceding items.

16.3 If we determine that the Customer may be in violation of any of the matters listed in the preceding two paragraphs, we may immediately close the Customer’s account.

16.4 We shall not be held liable for any damages incurred by the Customer as a result of the closure of the Customer’s account based on the preceding paragraph.

17. ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS

17.1 The Customer will (and will ensure that any Personnel will):

(a) comply with all Applicable Law relating to Sanctions, bribery and corruption including FEFTA, the Penal Code of Japan (Act No. 45 of April 24, 1907), Unfair Competition Prevention Act of Japan (Act No. 47 of May 19, 1993), the UK Bribery Act 2010, the US Foreign Corrupt Practices Act, ​​Crimes Act 1914 (Cth) and Criminal Code Act 1995, ​​Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977), the Dutch Criminal Code (Wetboek van Strafrecht),the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention of Corruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002 of Singapore and any laws and rules based on the OECD treaty ('ABC Legislation');

(b) not do or omit to do anything likely to cause Airwallex 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 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; and

(e) provide Airwallex with sufficient reasonable assistance to enable it 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.

17.2 The Customer represents and warrants that it is not, and will ensure that none of its Personnel is a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person.

18. FORCE MAJEURE

18.1Neither 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.

18.2 This clause does not limit or otherwise affect the Customer's obligation to pay any Service Fees or other charges or amounts payable under these Terms.

19. SUSPENSION AND TERMINATION

19.1 Stopping Services or closing your Wallet. At any time you can stop using any part of the Services, or close your Wallet and stop using all Services and terminate the Agreement, by giving us thirty (30) days prior written notice where there are no outstanding transactions between you and Airwallex.

19.2 Airwallex’s rights to suspend or terminate. We may terminate this Agreement at any time by giving you 30 days’ 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 all or any part of this Agreement 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 broken this Agreement 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;

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

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

(h) we have reasonable concerns about the security, or Unauthorised Use, of the Airwallex Platform, your Wallet or the Global Account;

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

(j) one of our banking partners, or other service provider necessary to provide the Services, requires us to terminate the Agreement; or

(k) you do not use your Wallet for twelve (12) months or more.

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

19.4 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.

19.5 Immediate termination. Without affecting any other right or remedy available to it, either Party may terminate this Agreement 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 the Agreement,

(ii) commits a breach of the Agreement which is capable of remedy, though fails to remedy such breach within thirty (30) days after receiving formal written notice to do so; or

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

(iv) becomes subject to an Insolvency Event;

(b) if the Party reasonably determines that it has become unlawful to perform its obligations under the Agreement; 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 the Agreement for a period exceeding one (1) month.

19.6 On termination, you will need to repay any money you owe us. In the circumstances set out in clauses 19.2 (Airwallex’s rights to suspend or terminate) or 19.5 (Immediate termination) we may charge you for any costs, expenses and losses we incur (including costs or any action we may take to cover or reduce the exposure).

19.7 Withdraw your funds. After you have repaid any money you owe us, if you still have funds in your Wallet at the time the Agreement is terminated, you should withdraw those funds either before the Wallet is closed, or within a reasonable period of time following its closure. After a reasonable amount of time has passed since we closed your Wallet, we will attempt to transfer any remaining funds to the bank account you last notified to us. If we are unable to do so, you agree that we will fortify any remaining balance.

19.8 Effect of termination. On termination of the Agreement:

(a) you will not be able to use the Wallet. All rights granted to you under this Agreement will cease;

(b) you will not be able to use the Airwallex Platform. All rights granted to you under this Agreement will cease;

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

(d) all of your payment obligations under this Agreement for Services provided through to the effective date of termination will immediately become due and payable; we may charge you for any costs, expenses and losses we incur (including those due to any action we may take to cover or reduce the exposure).

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

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

19.9 Termination of the Agreement and Additional Terms. Termination of the Agreement shall automatically terminate all the existing Additional Terms, so that all the Services shall be terminated.

(a) However, Customer may cancel the specific services by terminating the Additional Terms. In such case, the termination of Additional Terms shall not have any impact on the validity of the Agreement, nor Wallet.

20. SERVICE PROVIDERS

20.1 You acknowledge and agree that we may work with third parties (including any other Group Company of Airwallex) to provide the Services;

20.2 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.

20.3 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.

21. OTHERS

21.1 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:

(i) mail: 2-14-4 Kita Aoyama, Minato-ku, Tokyo, 107-0061;

(ii) telephone: +81 03-6837-9601; and

(iii)email: [email protected]

21.2 Notices

(a) 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.

(b) 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 (Japan standard time) 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 (Japan standard time) on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.

21.3 Relationship

Nothing in the Agreement will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being 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.

21.4 Assignment and subcontracting

You will not assign these Terms, in whole or in part, without our prior written consent, which may not be unreasonably withheld. No attempted assignment without our consent shall relieve you of any of your obligations.We may assign these Terms, in whole or in part, or subcontract our obligations under it, without your consent.

21.5 Waiver

No failure or delay by a Party to exercise any right or remedy provided under these Terms or Applicable 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.

21.6 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.

21.7 Records

The Customer and Airwallex agree that Airwallex’s records of Customer’s use of the Services and of transactions carried out through the Airwallex Platform are business records, and are therefore deemed to be correct unless proven otherwise.

21.8 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 the Agreement. 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 any account you have with Airwallex.　

21.9 Other languages

This is the English translation of the original Japanese version. In the event of any inconsistency between the Japanese version and the English version, the Japanese language version will prevail.

21.10 Governing law

The Agreement will be governed by and constructed in accordance with the laws of Japan. Each Party irrevocably submits to the exclusive jurisdiction of Japanese courts over any dispute, controversy or claim (including non-contractual claims) arising under or in connection with the Agreement.

21.11 Dispute Resolution

We handle complaints and resolves disputes utilizing the following institutions:

(a) Measures for Handling of Complaints Japan Payment Service Association (Telephone: 03-3556-6261)

(b) Measures for Dispute Resolutions Tokyo Bar Association Dispute Resolution Center (Telephone: 03-3581-0031) Daiichi Tokyo Bar Association Arbitration Center (Telephone: 03-3595-8588) Daini Tokyo Bar Association Arbitration Center (Telephone: 03-3581-2249)

DEFINITION

Capitalised terms in these Terms, unless otherwise expressly defined herein, have the following definitions:

In this Agreement, the following definitions apply:

“Acceptable Use Policy” means the terms and conditions applicable to use of the Webapp and the Airwallex Platform as set out on our website www.airwallex.com.

“Affiliate” means any member of a Party's Group (other than a Party) and any joint venture to which a Party is a party to;

“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.

“Agreed Purposes” means the purpose to use Personal Data as described in Privacy Policy.

“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 Data” means details of transactions using Airwallex infrastructure, information used in fraud detection and analysis, aggregated or anonymised information generated in connection with the Services, and any other information created by or originating from Airwallex or the Services.

“Airwallex Group Companies” means Airwallex and its affiliates.

“Airwallex Marks” means all trade marks, logos, trade names, domain names and any other logos or materials of Airwallex or its licensors;

“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 customer details and that is used to log into and use the Airwallex Platform.

“Anti-Social Conduct” means:

(1) a demand with violence;

(2) an unreasonable demand beyond legal responsibility;

(3) an action with the use of intimidating speech and behaviour or violence in relation to transactions;

(4) an action to defame the reputation of or interfere with the business of Airwallex through fraud, the spreading of rumours or violent or forceful means; or

(5) any act similar to or analogous to the foregoing.

“Anti-Social Forces” means:

(1) an organized crime group (bouryoku-dan) ('Organized Crime Group');

(2) a member of an Organized Crime Group (bouryoku-dan-in) ('Organized Crime Group Member');

(3) a company or a person who had been an Organized Crime Group Member, but five (5) years has not passed since he/she disaffiliated from all Organized Crime Groups;

(4) a quasi member of an Organized Crime Group (bouryoku-dan-jun-kosei-in);

(5) a company related to an Organized Crime Group (bouryoku-dan-kankei-kigyou);

(6) a corporate racketeer (sokaiya-tou);

(7) a group engaged in criminal activities under the pretext of conducting social campaigns or political activities (shakai-undo-to-hyobo-goro);

(8) a crime group specializing in intellectual crimes (tokushu-chino-bouryoku-shudan-tou); or

(9) a company or persons similar or equivalent to sub-paragraphs (1) through (9) above.

“Anti-Social Forces Related Party” means a company or a person or any director, officer or employee thereof:

(1) who has a relationship with any Anti-Social Force by which the Anti-Social Forces control the management of the person or the company;

(2) who has a relationship with any Anti-Social Force by which the Anti-Social Forces are substantially involved in the management operations of the company or the person;

(3) who has a relationship with any Anti-Social Force by which the company or the person is deemed to use the Anti-Social Forces for a wrong purpose such as generating unfair profits for it or a third party or causing damage to a third party;

(4) who has a relationship with any Anti-Social Force by which the company or the person is deemed to be involved in the Anti-Social Forces by the activities such as providing financing, favours, or the like to the Anti-Social Forces; or

(5) whose director or a person who is substantially involved in the management of them has a socially unacceptable relationship with any Anti-Social Force.

“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 this Agreement, as interpreted by taking into account any code of practice or guidance issued by any Regulatory Body with which reputable financial institutions in Japan are required or accustomed to comply. The below are the list of material applicable law but not exhaustive list:

- the Payment Services Act（Act No. 59 of 2009）

- the Act on Prevention of Transfer of Criminal Proceeds of Japan (Act No. 22 of March 31, 2007),

- the Prevention of Unjust Acts by Organized Crime Group, Act No. 77 of 1991),

- the Foreign Exchange and Foreign Trade Act of Japan (Act No. 228 of December 1, 1949, 'FEFTA'))

“Base Currency” means Japanese yen.

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

“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 this Agreement. 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 this Agreement by the disclosing party; (d) available in the public domain other than by breach of this Agreement; 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 a FX Conversion, a Payout, or both.

“Customer Data” means information that describes the Customer and its business (including proprietary business information) and its operations, its products or services, and orders placed by its customers, including details of the transactions transmitted via Airwallex infrastructure and data contained or inputted into the Airwallex Profile;

“Customer Materials” means any systems, software, materials, data (including Customer Data and Payment Data), content, logos, trade marks, trade names, documents and/or other equipment or materials provided by the Customer to Airwallex and used by Airwallex directly or indirectly in connection with the supply of the Services;

“Data” means all Customer Data, Personal Data, Payment Data and Airwallex Data.

“Data Protection Legislation” means applicable privacy and data protection laws including the Act on the Protection of Personal Information（Act No. 57 of 2003）and relevant guidelines.

“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;

“Force Majeure Event” means an event beyond a Party's reasonable control including: Black Swan events; 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.

“Global Account” means the collection account created by Airwallex for your use to receive funds in the Supported Currency in a Supported Jurisdiction.

“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.

“Insolvency Event” means: (i) any procedure commenced with a view to the winding-up or re-organisation of such Party; (ii) any step taken or any procedure is commenced with a view to the appointment of an 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 trade marks 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.

“Liability” means any liability that arises, howsoever caused, whether as a result of a breach of contract, tort, negligence, breach of statutory duty or otherwise;

“Losses” means losses, damages, liabilities (including any liability to taxation), claims, costs and expenses, including fines, penalties, legal and other reasonable professional fees and expenses (in each case, whether direct, indirect, special, consequential or otherwise);

“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.

“Network Rules” means the guidelines, bylaws, rules, agreements and regulations imposed by the financial services providers that operate payment networks supported by Airwallex from time to time (including the payment card scheme operating rules for Visa, MasterCard, or American Express);

“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) that is collected, transmitted to or accessible through the Services and as otherwise defined in the Data Protection Legislation.

“Product Disclosure Statement” means the product disclosure statement provided to you by Airwallex regarding the relevant Services;

“Regulatory Body” means any person or regulatory body concerned with the creation, enforcement or supervision of, or compliance with Applicable Law, including the Financial Services Agency of Japan and any regulatory body which replaces it.

“Restricted Person” means a person who is:

(1) listed on, or owned or controlled by a person listed on any Sanctions List;

(2) 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

(3) otherwise a target of Sanctions;

“Sanctions” means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (1) Japan;

(2) the United States;

(3) the United Nations;

(4) the European Union;

(5) the United Kingdom;

(6) Australia;

(7) Singapore;

(8) any other jurisdiction in which Airwallex or Airwallex Group operates; or

(9) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ('OFAC'), the United States Department of State, Her Majesty's Treasury, and the Australian Sanctions Office (together 'Sanctions Authorities');

“Sanctions List” means the Asset Freezing List issued by Japan Ministry of Finance, the Consolidated List issued by United Nations Security Council, the Specially Designated Nationals and Blocked Persons list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty's Treasury, the Consolidated List issued by the Australian Sanctions Office, or any similar list issued or maintained or made public by any of the Sanctions Authorities;

“Services” means the services offered by Airwallex to the Customer under applicable terms and conditions.

“Service Fees” means all fees applicable to the use of the Services, specified in the Fee Schedules.

“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 (as applicable) using that feature through the Airwallex Platform.

“Supported Jurisdiction” means in respect of the Global Account each jurisdiction approved by Airwallex from time to time where a Global Account is maintained for the purposes of collecting payments.

“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.

“Wallet” has the meaning given in clause 5.1.

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