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. You (“Merchant") shall agree with these Payment Termsif you wish to use Payment Service (as defined in Clause 3.1) provided by Airwallex.

1.2 Payment Terms include the following:

(a) Schedule 2 Card Payment Processing Terms 

(b) the separate Japan Local Payment Method Terms

1.3. You also agree with the General Terms. The Payment Terms and General Terms are referred to as “Terms” hereunder.

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

2. DUE DILIGENCE INFORMATION

2.1. You shall provide Airwallex with the information (the ‘Due Diligence Information’) in the form specified by Airwallex.

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

2.3. You agree that Airwallex may provide the Due Diligence Information to the Network or its Affiliates for the purpose of conducting due diligence review or complying with Network Rules.

2.4. You shall notify Airwallex of any changes to the Due Diligence Information in a timely manner as soon as reasonably practicable following such change.

2.5. The Parties agree that failure to comply with this clause will be a material breach of these Terms by Merchant.

3. SERVICES

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

(a) the ‘Payment Processing Service’ which is the processing and transmission by Airwallex of Authorisation Requests, Capture Requests and Transaction Data between you and Buyer and/or between you and a Payment Method Provider or other payment service provider that connects us to Networks and the subsequent collection and settlement by Airwallex of resulting Payments to Merchant; and

(b) any ‘Additional Services’ being the Gateway Services, Fraud Control Service, Encryption Service, Customs Declaration Service or any other Additional Services that you have requested and that we have agreed to provide to you under these Terms.

3.2. If the Merchant uses a Hosted Checkout Page for the Services, Airwallex may allow the Merchant to customise the appearance of the Hosted Checkout Page if Airwallex so permits.The Merchant shall be responsible for any costs of such customisation.

3.3. Services shall be provided from the Commencement Date.

3.4. You hereby acknowledge and agree on an on-going basis that you may not use the Services unless and until you have provided all the information we request from you in accordance with clause 2, You agree that, where we make a request for information in accordance with clause 2 you will cease to use the Services until you have provided the requested information to us and we have confirmed in writing that you may use the Services again.

3.5. You hereby acknowledge and agree that your Transaction may not be processed or our Services may be suspended if it exceeds your Transaction Limit or is related to certain specified industries.Unless we otherwise agree in writing with you, you acknowledge that we may set your Transaction Limit, define specified industries, and change them based on our internal policies and procedures and/or Network Rules from time to time.

3.6. Where the above sub-clause applies, we may require you to enter into an Acquiring Agreement or similar agreements with us and an Acquirer, or with a Payment Method Provider or Network, before we decide to process your Transactions or allow you access to the Services again.

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

4.SERVICE FEES

In addition to General Terms - Clause 10, the below apply to you relating to the Service Fees.

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

4.2. We may from time to time vary the Contract as well as Service Fees with 30 days prior notice in accordance with General Terms Clause 3. In addition, if the issuer of the Cards, Local Payment Methods and the Networks respectively increase their fees or charges (including any interchange fees and/or scheme fees), these fees or charges will be added to the Services Fees payable by you to us.

5. SETTLEMENT

5.1. Merchants grant Airwallex an authority to receive the Payment on behalf of Merchants and to settle the payment in accordance with these terms. Buyer’s obligation to pay to the Merchants is extinguished when Airwallex receives Payment on behalf of Merchants from Buyers.

5.2. After we have value dated a Transaction, Airwallex will instruct payment of the Net Settlement Amount (“Settlement Payment” ) to Merchant.

We may deduct the Permissible Deductions from the Aggregate Payment Amount. The Parties agree that the ‘Net Settlement Amount’ shall therefore be on the later of the following:

(a) without undue delay following receipt of cleared funds from the Payment Method Provider;

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

(c) the expiry of any period of deferment pursuant to clause 5.5 in respect of the relevant Transactions.

“Net Settlement Amount” means, an amount equal to the Aggregate Payment Amount after any Permissible Deductions;

“Aggregate Payment Amount” means, the aggregate amount in the Settlement Currency of all Payments which are due to be settled to Merchant;

“Payment” means, the payment in the relevant currency representing the relevant Transaction Value made or to be made by a Buyer for the purposes of completing the relevant Transaction;

“Permissible Deduction”, see Clause 5.3.

5.3. We shall, at our discretion, make the Settlement Payment to the Merchant by:

(a) initiating a bank transfer of the Net Settlement Amount to the Merchant Bank Account; or

(b) by crediting the Net Settlement Amount to a Global Account (if applicable),

in the Settlement Currency.

The Customer agrees that until we notify the customer that a nominated Global Accountwill be used as the default method in which a Settlement Payment will be made in accordance with Clause 5.3(b), the settlement shall be done in accordance with 5.3(a).

5.4. The Permissible Deductions include:

(a) Service Fees;

(b) Refunds;

(c) Refund Fees;

(d) Chargebacks;

(e) Chargeback Fees;

(f) Chargeback Costs;

(g) Assessments;

(h) additional Reserve amounts;

(i) Claims;

and

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

5.5. In addition to our rights under this clause with respect to Permissible Deductions, we may defer all or part of your Settlement Payment(s):

(a) if, following any deductions pursuant to above sub-clause such amount is less than the minimum Settlement Payment threshold that we reasonably determine in our sole and absolute discretion (of which we will notify you from time to time), until the total Net Settlement Amount payable reaches that threshold;

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

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

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

5.7. If we reasonably believe that a transaction, refund, chargeback, or claim made by a Merchant may be fraudulent or connected to criminal activity, we may suspend processing all or part of the transaction, refund, chargeback, or claim until the satisfactory completion of our investigation and/or that of any Regulator, Network or Local Payment Provider or any other third party has completed its investigation and determined that there is no issues.

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

5.9. In the event that we exercise our rights under this clause 5 we shall notify you of any such action and the reasons for it, unless we are prohibited from doing so under Applicable Law. Subject to reasonable security measures and Applicable Law, we will notify you before any suspension of processing under the above sub-clauseif we are able to do so, or otherwise immediately after such suspension.

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

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

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

(b) that a fixed amount of your Net Settlement Payment is withheld and shall not be paid to you in accordance with this clause; or

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

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

5.12. Settlement Payments subject to a Reserve are not immediately available for payment to your Merchant Bank Account or Global Account (as applicable) for making Refunds. Other restrictions described in clause 5.11(c) above may include:

(a) limiting Settlement Payments immediately available to you;

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

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

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

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

6. YOUR OBLIGATIONS

6.1. You shall at all times comply with:

(a) the provisions of these Terms;

(b) the Network Rules;

(c) Applicable Law; and

(d) Sanctions Law.

6.2. You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall not store Card data (including card number, expiry day, passcode, security code) prohibited by the Network Rules and abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body notified to you by us) and the Networks and Local Payment Providers including the PCI SSC Standards.

6.3. You agree to pay us the Service Fees for administering the system through which you report your compliance status with PCI SSC Standards or its equivalent to the Networks or Local Payment Providers (‘PCI SSC Service’), and a PCI SSC Standards non-compliance fee or its equivalent (specified in the Fee Schedule) for each month in which you are not compliant with the PCI SSC Standards or its equivalent issued by the Networks or Local Payment Provider.

6.4. You shall:

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

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

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

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

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

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

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

(h) have proper data protection policy and obtain consents or permissions from Buyers or other users for the sharing and processing of any relevant data with us, Network, Payment Method Provider or Regulator in accordance with Applicable Laws; and

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

7. RECURRING TRANSACTIONS

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

7.2.In respect of Recurring Transactions you shall:

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

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

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

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

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

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

8. REFUNDS

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

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

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

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

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

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

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

8.8. We have the right to initiate Refund or modify and reverse transactions without your consent when (i) we suspect that a transaction is fraudulent or is in breach or contravention of these terms, our internal policies and procedures or Applicable Laws, (ii) we receive guidance, advice or instructionsfrom the Network or governmental or regulatory authorities, or (iii) we suspend or terminate any of our services.

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

9. CHARGEBACKS

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

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

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

9.4. Pre-chargeback Services.

(a) We may, in our sole discretion, require you to use pre-chargeback services (“Pre-chargeback Services”) based on the Chargeback ratio or other risk factors of your transactions. The Pre-chargeback Services allow you to automatically refund certain disputed transactions to the Buyer. If you are required to use Pre-chargeback Services, we will provide you with a notice and specify any thresholds applied to automatic refunds. Additionally you agree to pay the relevant service fees.

(b) You acknowledge the Pre-chargeback Services are ultimately provided by affiliates of Networks or other third parties (“Pre-chargeback Service Provider”).

(c) You acknowledge and agree that we may set up, configure, change or update thresholds or other parameters (“Pre-chargeback Parameters”) in relation to each Pre-chargeback Service. Any changes or updates to the Pre-chargeback Parameters made by us shall become effective immediately and notified to you thereafter.

(d) You authorise us to share any Customer Data with the Pre-chargeback Service Providers where they request such data in connection with their provision of the Pre-chargeback Services.

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

(a) to prove to our reasonable satisfaction (which shall, subject to clause 13.5 and without limitation, be conditional upon the relevant Network or Local Payment Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer’s account was authorised by such Buyer; and

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

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

9.7. As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of these Terms for whatever reason, we shall remain, without prejudice to clause 8, entitled to (i) use Pre-chargeback Services on your behalf to process pre-chargeback requests in relation to Transactions effected during the term of these Terms and recover Pre-chargeback Service Fees or other relevant costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms); and (ii) recover Chargebacks and Chargeback Costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms) in respect of all Chargebacks that occur in relation to Transactions effected during the term of these Terms.

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

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

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

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

10. INFORMATION REQUEST & PERIODIC REVIEWS

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

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

10.3. You shall, at your own expense, cooperate with us, Network, Payment Method Provider or Regulator regarding any investigation, enquiry or proceedings and provide any information or records as reasonably requested by the relevant party.

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

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

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

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

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

10.6. You agree that we may collect, hold, and use the following information related to you (collectively referred to as "Merchant Information") with appropriate protective measures that we deem appropriate for the purpose of reviewing transactions between us and you (hereinafter referred to as "Merchant Screening"), managing you upon your subscription of the Services, continuing transactions, developing services or conducting market research related to our business or operations. You also agree that Merchant Information may be used for the purpose of preventing double memberships or double contracts by other merchants, for merchant screening, managing merchants after joining, and continuing transactions.

(a) Your trade name, location, postal code, telephone number, fax number (if any), representative's name, gender, address, date of birth, home phone number, etc., as provided by you at the time of application and during changes.

(b) Information about your application date, contract date, contract termination date, and transactions with us.

(c) Information about the handling of cards (including credit card numbers) by you (including cards from other companies).

(d) Information about your card (including credit card numbers)usage, payment status, payment history, etc., as obtained by us.

(e) Information contained in verification documents such as your business license.

(f) Information contained in official documents such as registry transcripts, residence certificates, tax payment certificates, etc., obtained by us from you or public institutions through legal and proper means.

(g) Information about you that is publicly available in official gazettes, telephone directories, residential maps, etc.

(h) Information about you disclosed by public institutions, consumer organizations, media, etc., and information obtained by us through investigations of such content.

(i) Information about your bankruptcy, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, other bankruptcy proceedings, and other credit information.

10.7. You agree that objective facts related to you arising from these Terms and Conditions may be registered with the Japan merchant data center operated by Japan Consumer Credit Association(hereinafter referred to as the "JDM Center") to which we belong, and that the information registered with the JDM Center (including already registered information) may be used by member companies of the JDM Center for merchant screening, management of merchants after joining, and continuous transaction screening. [The JDM Center to which we currently belong](https://www.j-credit.or.jp/association/members_store.html) is and any subsequent changes or additions will be notified to you or publicly disclosed by us in a manner we deem appropriate, thereby becoming part of this agreement.

10.8. You agree that we may use the information about you registered with the JDM Center for the purpose of merchant screening, management of merchants after joining, and continuous transaction screening.

10.9. You agree that objective factual information may be provided to the member companies of the JDM Center through the JDM Center to which we belong, and used for the purposes described in Section 10.6.

10.10. You agree that objective factual information may be shared and used among member companies of the JDM Center to which we belong within the scope of the shared use purposes, registered information, and shared use scope in accordance with our Privacy Policy.

10.11. You agree that if you do not wish to provide the necessary details (details to be provided by the contracting party in the contract document) required for this contract or cannot approve all or part of the contents stipulated in this chapter, we may refuse to conclude this contract or terminate this contract. However, this clause does not limit our freedom to decide whether to conclude this contract.

10.12. You agree that even if the merchant contract is not established, regardless of the reason, the fact and content of your application may be used by us and registered with the JDM Center for a certain period, and used by member companies of the JDM Center. You also agree that we may retain and use the merchant information within the necessary scope for business purposes for the prescribed period defined by laws and regulations or as stipulated by us, even after the termination of this contract.

10.13. Your representative may request the disclosure of personal information related to themselves held by us and the JDM Center in accordance with the Personal Information Protection Law, using the methods prescribed by us and the JDM Center. The contact point for information disclosure requests to the JDM Center is [disclosed here](https://www.j-credit.or.jp/association/members_store.html). If it is found that the merchant information held by us or the registered contents provided to the JDM Center are inaccurate or incorrect, we will promptly take corrective or deletion measures.

11. FOREIGN CURRENCY & CURRENCY CONVERSIONS

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

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

11.3. Foreign Currency Settlement Fee. If the Transaction currency is in any other currency other than Japanese Yen, and we pay the Settlement Payment to you in that other currency, then Airwallex will charge you a Foreign Currency Settlement Fee on the Transaction Value.For example, if the Transaction currency is USD and the Settlement Payment is made in USD, we will charge you a Foreign Currency Settlement Fee.

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

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

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

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

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

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

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

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

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

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

11.9. You acknowledge and agree that:

(a) in the event of a Refund, Chargeback or other reversals of the original Transaction (a 'Reversal') that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Reversal will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Airwallex; and

(b) to the extent that the FX Conversion Fee applies to any Reversal by us under the above subsection, you acknowledge and agree that the Merchant bears the risk of any movement in exchange rate between the time of processing the original Transaction and the time of processing the relevant Reversal.

12. TERM AND TERMINATION (For the avoidance of doubt, this clause applies in addition to General Terms - Clause 19.)

12.1. Notwithstanding General Terms - Clause 19.1, you may terminate these Terms without cause by giving us three (3) months’ written notice.

12.2. Notwithstanding General Terms - Clause 19.2, we may terminate these Terms without cause by giving you two (2) calendar months’ written notice.

12.3. We may terminate these Terms or any Service with immediate effect by giving written notice to you if:

(a) you act in a manner, that we in our reasonable discretion consider to be disreputable or capable of damaging the reputation of us or that of any Network, or Payment Method Provider

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

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

13. INDEMNITY

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

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

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

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

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

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

(f) any breach by you of the provisions of General Terms - Clause 14 (Confidentiality, Privacy and Data);

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

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

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

(b) any breach by us of the provisions of General Terms - Clause 14 (Confidentiality, Privacy and Data);

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

14. Merchant’s representations and warranties

14.1 The Merchant is not engaged in any acts that constitute prohibited conduct as defined under the Act on Specified Commercial Transactions (hereinafter referred to as the "Specified Commercial Transactions Act") and has not been subject to any administrative disposition under the said Act within the past five years.

14.2 The Merchant is not engaged in any acts that would give rise to a consumer’s right to rescind a contract under the Consumer Contract Act and has not received an adverse judgment due to a violation of the said Act within the past five years.

14.3 The Merchant is not engaged in chain sales transactions, business opportunity-related sales transactions, door-to-door sales, or telemarketing sales as defined under the Specified Commercial Transactions Act. However, this shall not apply if the Merchant primarily engages in face-to-face sales at business premises or mail-order sales, while conducting door-to-door sales or telemarketing sales only as a subordinate activity.

15. 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.

SCHEDULE 1

DEFINITIONS

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

Acquirer means (i) with respect to the Transactions for which we provide you with Gateway Service, a third party that has an agreement with you to settle funds to you, or (ii) with respect to the Transactions for which we provide you with Payment Processing Services, either Airwallex itself or a third party that has an agreement with us to settle funds to us,;

Acquiring Agreement means an agreement between Merchant and an Acquirer for the collection and settlement by Acquirer of Payments to Merchant;

Aggregate Payment Amount has the meaning given to it in clause 5.2.

Assessment means any assessment, fine, liquidated damages, fee, cost, expense or charge of any nature which a Network, Local Payment Provider or any other third party levies on you or us at any time, directly or indirectly, in relation to the Services, Transaction or any other aspect of our or such third party’s relationship with you;

Authorisation means the confirmation at the time of a Transaction from the relevant Network or Local Payment Provider that the Payment Method used to pay for the Transaction has not been blocked for any reason or listed as lost or stolen or as having had its security compromised, that there are sufficient funds available for the relevant Transaction and that such a Transaction otherwise meets the requirements by the relevant Network or Local Payment Provider and ‘authorise’ and ‘authorised’ shall be construed accordingly;

Authorisation Request means a request for Authorisation;

BNPL Agreement means any agreement required by the BNPL Provider to be entered into between the Buyer and you.

BNPL Provider means the Local Payment Method that enables the Buyer to make a purchase under the BNPL Structure.

BNPL Structure means a buy-now-pay-later payment structure offered by a service provider to the Buyer under which payment of the Transaction Value shall be made in one or more tranches on a deferred basis.

BNPL Transaction means a Transaction made under the BNPL Structure.

Buyer means the person purchasing products or services from the Merchant;

Capture Request means the submission by you to the Payment Method Provider of Transaction Data relating to a specific Transaction after receipt of the Authorisation for the purposes of executing a payment instruction in respect of a Transaction;

Card means any of the cards we allow to be accepted including any such cards we have agreed in writing with you;

Card Network means any scheme governing the issue and use of Cards as may be approved and notified by us to you in writing from time to time.

Card Transaction means a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with a Card;

Chargeback means any circumstances where Networks or Local Payment Providers and / or their payment service providers refuse to Settle a Transaction or demand payment from us in respect of a Transaction that has been Settled and/or in respect of which a Settlement Payment has been made to you notwithstanding any Authorisation;

Chargeback Costs means our administrative charge for processing a Chargeback and any (i) reasonable costs, expenses, liabilities, and (ii) Assessments that we may incur as a result of or in connection with a Chargeback;

Chargeback Fee means our fee for processing Chargebacks as set out in the Fee Schedule;

Claim means any action, proceeding, claim, demand or assessment (including Assessments), fine or similar charge whether arising in contract, tort (including negligence or breach of statutory duty) or otherwise;

Encryption Service means the encryption and secure transfer of Transaction Data by Airwallex on behalf of Merchant.

Foreign Currency Settlement Fee means the Foreign Currency Settlement Fee set out in the Fee Schedule;

Fraud Control Service means the monitoring and analysis of Transactions by Airwallex to identify and block fraudulent Transactions.

FX Conversion Fee means the FX Conversion Fee set out in the Fee Schedule;

Gateway Fee means a fee per Transaction attempted or made using the Gateway Service;

Gateway Service means the processing and transmission by Airwallex via a Hosted Checkout Page of Authorisation Requests, Capture Requests and Transaction Data between you and Buyer and/or between you and an Acquirer. When providing the Gateway Service, we do not enter into the possession of any funds at any time. In respect of the Gateway Service, the Acquirer will settle the resulting Payments to Merchant pursuant to an Acquiring Agreement.

Global Account means the unique account ledger registered under your name and which records the amount of funds collected from your payers by Airwallex for you as part of the “Collection Services” provided under the Payments Terms;

Hosted Checkout Page means the Airwallex hosted payment pages which the Merchant uses to accept a Payment as part of the Gateway Service;

Local Payment Method means any of the local payment methods brands that we allow you to use from time to time including any we have agreed in writing with you;

Local Payment Network any scheme governing the issue and use of Local Payment Methods as may be approved and notified by us to you in writing from time to time;

Local Payment Provider means the legal entity providing each Local Payment Method or Local Payment Network;

LPM Transaction means a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with a Local Payment Method;

Mark means the names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, symbols, and marks that a Network or Local Payment Provider owns, manages, licenses, or otherwise controls and makes available for use by its customers and other authorized entities in accordance with a license;

Master Services Agreement means the agreement entitled “Master Service Agreement” entered into between you and us (if any);

Merchant Bank Account means the Merchant’s nominated bank account to which Settlement Payments can be paid specified in the Online Application or Master Services Agreement (as applicable);

Net Settlement Amount means as defined in clause 5.2;

Network means the Card Network and Local Payment Network; any scheme governing the issue and use of Cards or Local Payment Methods, as may be approved and notified by us to you in writing from time to time;

Network Rules means all applicable rules, regulations, operating guidelines, policies, procedures, manuals, announcements, bulletins issued by the Networks or Local Payment Provider from time to time which relate to (amongst other things) Cards, Payments, Transactions, Local Payment Methods and the related processing of data including but not limited to:

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 any of their respective subsidiaries and affiliates; and

such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by any Local Payment Method or Local Payment Network, and including, in each case, any requirements regarding the use of Network or Local Payment Method owned marks, risk management, Transaction processing, and any Network or Local Payment Method products, programs or services in which you are required to, or choose to participate.

Online Application means the online application whereby you apply for the Services and agree to be bound by these Terms (if applicable);

Payment has the meaning given to it in clause 5.2;

Payment Method means Cards and Local Payment Methods;

Payment Method Fee means, in respect of each Payment Method, the fee charged on the amount of the Transaction in the currency in which Airwallex is to settle funds to you under these Terms;

Payment Method Providers means the providers of Cards and Local Payment Methods;

Payment Processing Service has the meaning given to it in clause 3.1(a);

PCI SSC Service has the meaning given to it in clause 6.3;

PCI SSC Standards means the Payment Card Industry Data Security Standard, Payment Application Data Security Standard and the PIN Transaction Security Standard as updated from time to time and published by the PCI Security Standards Council (the “PCI SSC”) at [www.pcisecuritystandards.org;](https://www.pcisecuritystandards.org/)

Permissible Deductions has the meaning given to it in clause 5.4;

Receivables means as defined in paragraph 11.1(c) of Schedule 3;

Recurring Transaction means a recurring periodic Transaction including but not limited to subscriptions or a series of installment payments in respect of which Merchant periodically charges the Buyer’s Payment Method;

Recurring Transaction Authority means a prior written authority (provided by the Buyer to the Merchant at checkout process) authorizing a Recurring Transaction and containing at least the following:

(a) the amount of the Recurring Transaction and whether it is fixed or variable;

(b) the dates on which the Recurring Transaction will be charged by the Merchant to the Buyer’s Payment Method and whether the dates are fixed or variable;

(c) the method by which the Merchant will communicate with the Buyer in respect of the Recurring Transaction Authority; and

(d) a statement that the Buyer is entitled to cancel the Recurring Transaction Authority at any time;

Refund means the whole or partial reversing of a Transaction including the currency exchange;

Refund Fee means our fee for processing Refunds as set out in the Fee Schedule;

Regulator means any governmental or regulatory authority, and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the Parties and/or their businesses or any part or subdivision thereof in any country in which the Services are made available or any local authority, district or other subdivision thereof (including, in respect of Japan, the Ministry of Finance, Bank of Japan and the Personal Information Protection Commission and any body which succeeds or replaces any of the foregoing;

Reserve means an amount or percentage of your Settlement Payment(s) that we hold in order to protect against the risk of Refunds, Chargebacks, or any other risk, exposure and/or liability related to your use of the Services;

Settlement Currency means: (a) the currency you have requested to be used for Settlement in the in the Online Application or Master Services Agreement (as applicable) that we have approved; and (b) if no such request is made or approved, the currency we reasonably determine being eitherJPY or another Supported Currency;

Settlement Payment means payment of the Net Settlement Amount by us to the Merchant in accordance with clause 5.2;

Supported Currencies means, in respect of each feature of a Service, each currency approved by Airwallex from time to time that can be settled, collected, exchanged and/or paid out (as applicable) using that feature through the Airwallex Platform;

Transaction means a Card Transaction or an LPM Transaction (and Transactions means any of them, as the context requires);

Transaction Data means documents, data and records of any kind relating to Transactions, Chargebacks, or Refunds (including, for the avoidance of doubt, data relating to Cards, Local Payment Methods and Buyers);

Transaction Limit means the maximum aggregate value of one or more Transactions that you may complete in respect of any specified period as determine by us from time to time or otherwise agreed in writing with you;

Transaction Mix means the amount, type and nature of Transactions projected for the Merchant, including the Transaction volume, the average Transaction value, the types of the Buyers, the spread of Transactions across Payment Methods, the geographical spread of Transactions, the relevant Transaction currencies and other relevant information in relation to the Merchant and the use of the Services;

Transaction Value means, with respect to each Transaction, the amount of the purchase price of the relevant product or service offered by the Merchant; and

SCHEDULE 2

CARD PAYMENT PROCESSING TERMS

1. General

1.1. You understand and agree that we have the right to terminate or limit our agreement with you at any time upon the Card Network’s request.

2. Acquiring Services

2.1. You understand and agree that we are entering into these Terms on behalf of and as an agent of the Acquirer.

2.2. On an ongoing basis, you shall promptly provide to us with the current address of each of your offices, all “doing business as” (DBA) names used by you, and a complete description of goods sold and services provided.

2.3. You understand and agree that in the event of any inconsistency between any provision of these Terms and the Network Rules, the Network Rules will govern.

2.4. We are responsible for your card acceptance policies and procedures, and may require any changes to your website or otherwise that we deem necessary or appropriate to ensure that you remain in compliance with the Network Rules governing the use of the Marks.

2.5. These Terms shall automatically and immediately terminate if the Card Network de-registers us or if the Acquirer ceases to be a customer of Card Network for any reason or if the Acquirer fails to have a valid license with the Card Network to use any Mark accepted by you.

2.6. You acknowledge and agree:

(a) Card Network is the sole and exclusive owner of its Marks; not to contest the ownership of the Card Network’s Marks for any reason;

(b) Card Network may at any time, immediately and without advance notice, prohibit you from using any of the Card Network’s Marks for any reason;

(c) Card Network has the right to enforce any provision of the Network Rules issued by the relevant Card Network and to prohibit the you and/or us from engaging in any conduct the Card Network deems could injure or could create a risk of injury to the Card Network, including injury to reputation, or that could adversely affect the integrity of the interchange system, Card Network’s Confidential Information (as defined in the Network Rules), or both; and

(e) you will not take any action that could interfere with or prevent the exercise of this right by Card Network.

2.7. Any use of the Card Network’s Mark by you in advertising, acceptance decals, or signs, must be in accordance with the Network Rules, including Card Network’s reproduction, usage, and artwork standards, as may be in effect from time to time; and your use or display of any Card Network’s Mark will terminate effective with the termination of these Terms, or upon notification by Card Network to discontinue such use or display.

3. Additional obligations

3.1. You acknowledge and agree:

3.1.1.we may disclose Transaction Data, Merchant data, personal information and other information about the Merchant, or Personal Data to Card Network and their affiliates, agents, subcontractors and employees.

3.1.2.the Card Network and their affiliates, agents, subcontractors and employees may use such information to perform their obligations under a relevant agreement with you, operate and promote the Card Networks, perform analytics and create reports, and for any other lawful business purpose.

3.2. You shall display each Card Network’s Marks and give each Card Network equal representation with any signage, decals or other identification when promoting the acceptance of Cards and remove the same should these Terms terminate.

3.3. You understand and agree that your refund policies for purchases on each Card Network’s cards must be at least as favorable as your refund policies for purchases on any other Payment Methods and the refund policy must be disclosed to, or reasonably accessible by, Buyers at the time of purchase and in compliance with Applicable Law.

3.4. You shall accept all valid Cards provided that such acceptance does not violate any Applicable Laws.

3.5. You shall indemnify us and each Card Network from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability arising from: (1) your use of the Card Network; (2) any sale or purported sale of products or services by you through the Card Network; (3) any breach by you of Applicable Law or mandatory codes, standards or best practice guidelines of any Regulator; or (4) any breach by you of these Terms in connection with a Card Network.

3.6. You understand and agree that no Card Network (including a third party), its Affiliates, successors or assigns will be liable to you for any malfunction, unavailability or failure of, or delay in processing through, any point of sale terminal, direct payment service, direct connection or other devices or associated equipment operated by a Card Network or others which is beyond its reasonable control. Neither a Card Network nor we will be responsible or liable to the other for any incidental, indirect, speculative, consequential, special, punitive or exemplary damages of any kind (whether based in contract, tort, including negligence, strict liability, fraud, or otherwise, or statutes, regulations, or any other source of law) howsoever arising out of or in connection with these Terms. In addition, no Card Network nor we will be responsible to you for damages arising from delays or problems caused by telecommunications carriers or the banking system.

3.7. You understand and agree that each Card Network has third-party beneficiary rights under these Terms that will fully provide each Card Network with the ability to enforce these Terms against you as necessary to protect the applicable Card Network.

3.8. You shall not contain libelous, defamatory, obscene, pornographic, or profane material of any information that may cause harm to any individuals, any entity or to the brand of us or a Card Network.