1. THESE PRODUCT TERMS

1.1 Pursuant to these Payments Terms, and in accordance with the Main Terms & Conditions of the Agreement, Airwallex shall provide the Customer with access to one or more of the following products (each a “Payments Product” and together the “Payments Products”):

(a) the “Payment Processing Service” in relation to Transactions, being:

(i) acquiring services where Airwallex acts as the Acquirer (“Direct Acquiring”); or

(ii) indirect acquiring services where Airwallex collects funds for the Customer from a third-party Acquirer (“Indirect Acquiring”),

each of which may encompass the processing and transmission by Airwallex of Authorisation Requests, Capture Requests and Transaction Data between the Customer and Buyer and/or between the Customer and a Payment Method Provider or other payment service provider that connects Airwallex to Networks and the subsequent collection and settlement by Airwallex of resulting Payments to the Customer;

(b) the ‘One Click Checkout Service’, being the one click checkout service described in Clause 12 and referred to as ‘Lumi’; and

(b) any “Supplemental Services” being the Gateway Service, Fraud Control Service, Encryption Service, Customs Declaration Service, or any other supplemental services that the Customer has requested and that Airwallex has agreed to provide to the Customer under these Payments Terms.

Where indicated, certain provisions in these Terms only apply in relation to one or more of the above Payments Products and will not apply at all if the Customer does not receive access to those specific Payments Products.

1.2 Airwallex may, from time to time, offer the Customer the following integration options to accept Payments as part of the Gateway Service (“Integration Options”):

(a) Payment Link: where the Customer can create a link to be shared with a Buyer in order to accept Payment from that Buyer;

(b) Payment Plugin: where the Customer can accept Payments from Buyers via an Airwallex plugin incorporated into a payment page that may be hosted by third party providers with which Airwallex has partnered, as listed in the Payments Product Documentation;

(c) Hosted Checkout Page; or

(d) any other integration option agreed with Airwallex from time to time.

1.3 The Customer must comply with all Product Documentation applicable to the relevant Integration Option.

2. GENERAL

2.1 In accordance with the Agreement, the Parties acknowledge and agree that:

(a) the Payments Services are provided by the relevant Airwallex Affiliate to the relevant Customer Affiliate in respect of each Service Region as set out in the Agreement Details from time to time; and

(b) the terms of the Agreement apply with respect to the respective obligations, rights and liabilities of the Parties in relation to the Payments Services.

2.2 These Payments Terms set out the provisions applicable to the Payments Services provided in each and every Service Region and, where there are additional provisions applicable only to certain Parties with respect to one Service Region, these Payments Terms also set out such additional provisions applicable to that Service Region in the Regional Supplements to these Payments Terms.

3. SERVICES

3.1 The Customer agrees that the Local Payment Method Terms (applicable in relation to each Local Payment Method in respect of which Airwallex allows the Customer to use the Services) and the following further provisions will be applicable to the specific Payments Services and are incorporated into and form part of the Payments Terms as relevant, in each case, as may be amended, varied, supplemented, modified or novated from time to time:

Payments Service	Applicable further provisions
Direct Acquiring	The Card Processing Terms annexed to these Payment Terms
Indirect Acquiring	The Card Processing Terms Acquiring Agreement as provided separately by Airwallex
Gateway Services	None
Fraud Control Service	None
Encryption Service	None
Customs Declaration Service	The Customs Declaration Terms
Hosted Checkout Page	The Customer shall be responsible for any costs of customisation

3.2 In respect of the Payment Processing Services, the Customer hereby acknowledges and agrees that the Customer’s Transaction may not be processed if it exceeds the Customer’s Transaction Limit. Airwallex may require the Customer to enter into an Acquiring Agreement with Airwallex and an Acquirer before the Customer may access the Payments Services again. Unless Airwallex otherwise agrees in writing with the Customer, the Customer acknowledges that Airwallex may set the Customer’s Transaction Limit and change it based on Airwallex’s internal policies and procedures and/or the Payment Network Rules from time to time.

3.3 The Customer hereby acknowledges and agrees that Airwallex is not obliged to provide any Payments Service or continue to provide any Payments Service if Airwallex reasonably believes this would result in a failure to comply with any Applicable Law, Sanctions or the Payment Network Rules.

4. SETTLEMENT

This Clause 4 applies to the Payment Processing Service only.

4.1 After Airwallex has value dated a Transaction, subject to Clauses 4.4 to 4.10 of these Payments Terms, Airwallex will instruct payment of the Net Settlement Amount to the Customer 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 4.5 of these Payments Terms in respect of the relevant Transactions.

4.2 Airwallex shall, at its sole discretion, make the Settlement Payment to the Customer by:

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

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

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

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

4.4 The “Permissible Deductions” referred to in Clause 4.3 of these Payments Terms are:

(a) Service Fees;

(b) Refunds;

(c) Refund Fees;

(d) Chargebacks;

(e) Chargeback Fees;

(f) Chargeback Costs;

(g) Assessments;

(h) additional Reserve amounts;

(i) Claims; and

(j) any other charges or amounts due and payable from the Customer to Airwallex or its Affiliates or any other third parties under these Payments Terms or otherwise.

4.5 In addition to Airwallex’s rights under Clauses 4.3 and 4.4 of these Payments Terms, Airwallex may defer all or part of the Customer’s Settlement Payment(s):

(a) if, following any deductions pursuant to Clause 4.3 of these Payments Terms, such amount is less than the minimum Settlement Payment threshold that Airwallex reasonably determines in its sole and absolute discretion (of which Airwallex will notify the Customer from time to time), until the total Net Settlement Amount payable reaches that threshold;

(b) where Airwallex reasonably believes 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 its 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 Airwallex becomes aware or reasonably believes that the Customer is in breach of or likely to be in breach of the Customer’s obligations under these Payments Terms.

4.6 Airwallex shall make available for download each day by the Customer 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 Airwallex’s determination of the Aggregate Payment Amount and the Net Settlement Amount and, in the absence of manifest error or valid dispute by the Customer, shall be final and binding on the Customer in relation to such amounts.

4.7 Airwallex may suspend the processing of all or any Transactions, Refunds, Chargebacks or Claims where Airwallex has the ability or is obliged to do so and where Airwallex reasonably believes that a Transaction, Refund, Chargeback or Claim (including activity which would otherwise has constituted a Transaction, Refund, Chargeback or Claim) may be fraudulent or involves any criminal activity, until the satisfactory completion of Airwallex’s investigation and/or that of any Regulator, Network or Local Payment Provider, or any other third party.

4.8 In the event that Airwallex exercises its rights under this Clause 4, Airwallex shall notify the Customer of any such action and the reasons for it, unless Airwallex is prohibited from doing so under Applicable Law. Subject to reasonable security measures and Applicable Law, Airwallex will notify the Customer before any suspension of processing under Clause 4.7 of these Payments Terms if Airwallex is able to do so, or otherwise immediately after such suspension.

4.9 Settlement Payments shall be paid in the Settlement Currency unless agreed otherwise in writing by the Customer and Airwallex from time to time. Where Airwallex applies a currency conversion, Airwallex shall use the prevailing exchange rate of the day determined by Airwallex or such other rate as Airwallex may confirm in writing.

4.10 In addition to the foregoing, Airwallex may, in its sole discretion, impose a Reserve on all or a portion of the Customer’s Settlement Payment. If Airwallex imposes a Reserve, it will provide the Customer with a notice specifying the terms of the Reserve. The terms of this notice may require:

(a) that a certain percentage of the Customer’s Settlement Payment is held for a certain period of time;

(b) that a fixed amount of the Customer’s Settlement Payment is withheld and shall not be paid to the Customer in accordance with Clause 4.2 of these Payments Terms; or

(c) such other restrictions that Airwallex determines are necessary to protect against the risk to Airwallex and its Affiliates associated with the business relationship with the Customer.

Airwallex may impose a Reserve immediately and provide the Customer with the notice after Airwallex has imposed the Reserve in circumstances where Airwallex reasonably determines this is necessary to protect Airwallex’s interests, such as to mitigate its financial exposure. Airwallex may change the terms of the Reserve at any time by providing the Customer with notice of the new terms.

4.11 Settlement Payments subject to a Reserve are not immediately available for payment to the Customer’s Bank Account or Global Account (as applicable) for making Refunds. Other restrictions described in Clause 4.10(c) above may include:

(a) limiting Settlement Payments immediately available to the Customer;

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

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

4.12 Airwallex may hold a Reserve as long as it deems necessary, in its sole and absolute discretion, to mitigate any risks related to the Customer’s Transactions. The Customer agrees that the Customer will remain liable for all obligations related to the Customer’s Transactions even after the release of any Reserve. In addition, Airwallex may require the Customer to keep the Customer’s Bank Account or Global Account or other accounts with Airwallex available for any open settlements, Chargebacks and other adjustments.

4.13 To secure the Customer’s performance of these Payments Terms, the Customer grants to Airwallex a security interest (in the form of a charge) to any Settlement Payments held in Reserve.

5. CUSTOMER OBLIGATIONS

5.1 The Customer shall at all times comply with:

(a) the provisions of these Payments Terms;

(b) the Payment Network Rules;

(c) Applicable Law; and

(d) Sanctions.

5.2 The Customer acknowledges and agrees that the Customer (and the Customer’s agents, sub-contractors or any third parties used by the Customer) shall (i) not store Buyer data or Payment Card data where such storage is prohibited by the Payment Network Rules; and (ii) abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body notified to the Customer by Airwallex) and the Networks and Local Payment Providers including the PCI SSC Standards.

5.3 The Customer agrees to pay to Airwallex the Service Fees for administering the system through which the Customer reports the Customer’s compliance status with the 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 the Customer is not compliant with the PCI SSC Standards or its equivalent issued by the Networks or Local Payment Provider.

5.4 The Customer shall:

(a) only accept Payments from and/or make Refunds to Buyers in connection with goods and/or services which the Customer has sold and supplied as principal to those Buyers, and only pay such Refunds to Buyers using the Payment Method used by the Buyers 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 the Customer’s business as identified to Airwallex. The Customer acknowledges that Airwallex may amend the MID assigned to the Customer as required;

(c) notify Airwallex in writing before the Customer makes any change to the nature of the goods and/or services the sale and supply of which fall within the Customer’s business as identified to Airwallex;

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

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

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

(g) provide Buyers with details of the Customer’s 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 Airwallex, a Network, Payment Method Provider or a Regulator in accordance with Applicable Laws; and

(i) refrain from doing anything which Airwallex reasonably believes to be disreputable or capable of damaging the reputation or goodwill of Airwallex, its Affiliates, Networks or Local Payment Provider.

5.5 Airwallex will monitor and control the Customer’s behaviour and its use of the Services, and perform risk management on the Customer which shall provide reasonable assistance to Airwallex upon request. Airwallex is entitled to set additional parameters for risk management in its reasonable judgement. If the Customer exceeds such parameters, Airwallex shall, in its sole discretion, request remediation actions from the Customer, pass any fines received from the Networks, Local Payment Networks, Payment Method Providers and Acquirers, suspend the Payments Services and/or terminate the Payments Terms.

6. RECURRING TRANSACTIONS

6.1 The Customer hereby acknowledges and agrees that the Customer may only accept Recurring Transactions if Airwallex has agreed with the Customer in writing that the Customer may do so. The Customer acknowledges that Recurring Transactions may only be permitted or possible with respect to certain Payment Methods.

6.2 Subject to Clause 6.1 of these Payments Terms, in respect of Recurring Transactions the Customer shall:

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

(b) confirm to the Buyer within two 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 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 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 Payment 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 the Customer that the it wishes to cancel the Recurring Transaction Authority;

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

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

7. REFUNDS

This Clause 7 applies to the Payment Processing Service only.

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

7.2 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. Airwallex 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) the Customer does not have sufficient balance in its Aggregate Payment Amount or sufficient funds in its account with Airwallex. Airwallex shall be authorised to deduct the Refund from the Customer’s Aggregate Payment Amount and the funds in its account with Airwallex.

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

7.4 Airwallex may refuse to execute a Refund if it does not meet the conditions in these Payments Terms or is prohibited by Applicable Law or Sanctions. If Airwallex does refuse to execute a Refund, within the time for processing the Refund Airwallex will notify the Customer (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 Airwallex refuses 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.

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

7.6 Airwallex 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. The Customer acknowledges that Refunds may not be processed by it where the Customer has insufficient funds in the relevant currency.

7.7 The Customer agrees that each Refund Fee represents a debt immediately due and payable by the Customer to Airwallex.

7.8 Airwallex has the right to initiate a Refund or modify and reverse transactions without the Customer’s consent when (i) Airwallex suspects that a transaction is fraudulent or is in breach or contravention of these Payments Terms; Airwallex’s internal policies and procedures or Applicable Laws; (ii) Airwallex receives guidance, advice or instructions from the Payment Network or governmental or regulatory authorities; or (iii) Airwallex suspends or terminates any of its services.

8. CHARGEBACKS

This Clause 8 applies to the Payment Processing Service and other Payment Service(s) expressly indicated below, only.

8.1 The Customer agrees that each Chargeback and each Assessment represent a debt immediately due and payable by the Customer to Airwallex.

8.2 The Customer acknowledges and agrees that it is required to reimburse Airwallex for Chargebacks in circumstances where the Customer has accepted payment in respect of the relevant Transaction, even if the Customer is under no legal liability in respect of the supply of the goods or services concerned. To the extent permitted by Applicable Law, Airwallex shall notify the Customer as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred.

8.3 Any Chargebacks for which the Customer is required to reimburse Airwallex shall correspond to the whole or part of the Transaction Value in the currency of the original Transaction. Unless the Customer has an account with Airwallex 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 Airwallex or as Airwallex otherwise determines.

8.4 Pre-chargeback Services.

(a) Airwallex may, in its sole discretion, require the Customer to use pre-chargeback services (“Pre-chargeback Services”) based on the Chargeback ratio or other risk factors of the Customer’s transactions. The Pre-chargeback Services allow the Customer to automatically refund certain disputed transactions to the Buyer. If the Customer is required to use Pre-chargeback Services, Airwallex will provide the Customer with a notice and specify any thresholds applied to automatic refunds. Additionally the Customer agrees to pay the relevant service fees (“Pre-chargeback Service Fees”).

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

(c) The Customer acknowledges and agrees that Airwallex 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 Airwallex shall become effective immediately and notified to the Customer thereafter.

(d) The Customer authorises Airwallex 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.

8.5 In the event that the Customer wishes to dispute a Chargeback, it is the Customer’s responsibility:

(a) to prove to Airwallex’s reasonable satisfaction (which shall, subject to Clause 8.5 of these Payments Terms and without limitation, be conditional upon the relevant Payment 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 Airwallex with such other evidence as Airwallex or any Payment Network or Local Payment Provider may require the Customer to provide in support of the Customer’s claim. The evidence required to be provided will depend on, among other things, the nature of the Chargeback, and may vary accordingly.

8.6 Subject to the Payment Network Rules, Airwallex shall not be obliged to investigate the validity of any Chargeback or Assessment. The Customer acknowledges and agrees that any decision or determination of the relevant Payment Network or Local Payment Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.

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

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

8.9 Airwallex will apply a Chargeback Fee as set forth in the Fee Schedule to any Chargeback.

8.10 Airwallex may suspend all or part of the Payments Services if the ratio of Chargebacks to Transactions is excessive or Airwallex otherwise considers, in its sole and absolute discretion, that the total volume or value of Chargebacks is excessive.

9. INFORMATION REQUEST & PERIODIC REVIEWS

9.1 If Airwallex requests any transaction data or proof of a Transaction, the Customer shall provide the original receipts and relevant Transaction records to Airwallex via email within two Business Days after the receipt of its request.

9.2 The Customer shall assist Airwallex and any Payment Method Provider in handling properly all complaints from Buyers on the relevant Payment Method and/or the One Click Checkout Service, and shall implement suggestions put forward by Airwallex or the Payment Method Provider.

9.3 The Customer shall, at the Customer’s own expense, cooperate with Airwallex, 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.

9.4 Airwallex may carry out a periodic review of the Customer’s use of the Payments Services once during each calendar year, or at any time if Airwallex determines that the Transaction Mix figures differ from:

(a) the Transaction Mix figures the Customer 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 the Customer 30 days’ written notice (“Fee Change Notice Period”). If the Customer does not accept the revised Service Fees within the Fee Change Notice Period, the Customer must terminate this Agreement by giving 30 days’ written notice to Airwallex, otherwise those revised Service Fees will become binding on the Customer under these Payments Terms (unless the Customer and Airwallex otherwise agree in writing) upon the expiration of the Fee Change Notice Period.

9.5 The Customer must promptly provide Airwallex with any information reasonably requested by Airwallex in relation to any periodic review carried out under these Payments Terms.

10. FOREIGN CURRENCY & CURRENCY CONVERSIONS

This Clause 10 applies to the Payment Processing Service only.

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

10.2 Currency conversions by Airwallex and Payment Method Providers. The Customer acknowledges and agrees that:

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

(b) Airwallex may convert the Transaction currency or, if applicable, the currency received from a Payment Method Provider under Clause 10.5(a) of these Payments Terms, using the prevailing exchange rate determined by Airwallex into the Settlement Currency before making a Settlement Payment to the Customer.

In relation to certain Transactions in currencies not directly supported by Airwallex, more than one currency conversion may be required under this Clause 10.2 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 the Customer’s Settlement Currency is HKD, Airwallex may convert that USD amount to HKD and pay it to the Customer as the Settlement Payment.

10.3 Supported Currency changes. Without limiting any of Airwallex’s rights under these Payments 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.

10.4 Buyer warnings. The Customer is 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 local currency 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.

10.5 The Customer acknowledges and agrees 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, the Customer agrees 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 Airwallex under these Payments Terms, the Customer acknowledges and agrees that the Customer 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.

11. DIRECT DEBIT

11.1 Airwallex may enable the Customer to use the Direct Debit Product to receive Payments.

11.2 To the extent required by the Applicable Laws, the Customer shall notify the Buyer that the Buyer’s bank account will be debited via direct debit to fulfil the Buyer’s payment obligation to the Customer in accordance with the Direct Debit Product Documentation and the Direct Debit Authorization.

11.3 The Customer acknowledges that Airwallex imposes limits on the amounts that the Customer may receive Payments for via the Direct Debit Product. Airwallex shall, at its sole discretion, determine such limits and may change the limits from time to time by providing written notice to the Customer.

11.4 The Customer shall comply with the Direct Debit Product Documentation and the Direct Debit Authorization, and shall, amongst others, ensure that:

(a) if it collects payments from Buyers into Customer’s Airwallex account via a Direct Debit Scheme that requires a Direct Debit Authorization, the Customer shall execute such Direct Debit Authorization and shall procure that the Buyer executes such Direct Debit Authorization prior to using the Direct Debit Product for that purpose;

(b) the User Interface complies with the requirements set out in the Direct Debit Product Documentation on a continuous basis.

12. ONE CLICK CHECKOUT

This Clause 12 applies to the One Click Checkout Service only.

12.1. One Click Checkout Functionality. “One Click Checkout” is a functionality that enables Buyers to: (i) share and store OCC Payment Information (as defined below) with Airwallex or Airwallex Affiliates when making a purchase online via the Payment Processing Service, including but not limited to purchases on e-commerce platforms; and then to (ii) pay for future purchases via the Payment Processing Service on a one-click basis by permitting the relevant Airwallex Affiliates to use the Buyer’s stored OCC Payment Information for those future purchases. For the avoidance of doubt, the Buyer (and not Airwallex) remains responsible for initiating payments when using One Click Checkout.

The payment information that may be shared and stored includes name, contact details (such as phone number and email address), payment card details (such as PAN, expiry date and CVV), shipping and billing addresses and alternative or additional information as determined by Airwallex from time to time (together, ‘OCC Payment Information’). Any shared, collected and stored OCC Payment Information will be governed by the One Click Check Out Privacy Policy.

12.2. One Click Checkout Service. Airwallex will provide the One Click Checkout Service to the Customer as set out in this Clause 12.2. One of the following methods (as separately agreed by the Customer and Airwallex) will be used to enable Buyers to share and store their OCC Payment Information with Airwallex:

(a) “hosted method”: Airwallex will host or procure the hosting of an Airwallex webpage that the Customer will make accessible on their webshop checkout journey in accordance with the specifications and other requirements notified by Airwallex to the Customer from time to time (an ‘OCC Page’); or

(b) “elements method”: the Customer will mount and host an Airwallex element on their webshop checkout journey that is integrated with the relevant Airwallex APIs, in each case in accordance with the specifications and other requirements notified by Airwallex to the Customer from time to time (such element, an ‘OCC Drop In Element’).

Both the OCC Page and OCC Drop In Element will enable Buyers, as part of the checkout process, to enter OCC Payment Information and choose to permit the relevant Airwallex Affiliates to store that OCC Payment Information for future purchases with the Customer and other merchants. Where such functionality is enabled by Airwallex, Buyers may store multiple card details as part of the OCC Payment Information, including default and backup options.

Airwallex will also provide, and the Customer will host on their checkout page in accordance with the specifications and other requirements notified by Airwallex to the Customer from time to time, an element that enables Buyers who have previously stored OCC Payment Information with Airwallex to checkout using the “One Click Checkout” functionality (whereby the relevant OCC Payment Information will be automatically pre-populated on the Customer’s checkout page if a Buyer is recognized as a “One Click Checkout” user).

The Customer may share with Airwallex the following information relating to Buyers (and their purchases), in addition to any further information as may be agreed between Airwallex and the Customer from time to time: name; email; phone number; shipping address, and billing address (if applicable) (‘OCC Ancillary Information’), in which case the Customer confirms that the Customer is entitled to do so in accordance with Data Protection Legislation and the terms and arrangements in place with the relevant Buyers.

Airwallex may also share OCC Ancillary Information with the Customer to facilitate the One Click Checkout Service where a Buyer has previously provided OCC Ancillary Information to Airwallex while making a purchase from another participating Merchant.

12.3. Intellectual Property. Airwallex and its licensors (as applicable) retain ownership of all intellectual property rights in the One Click Checkout Service including the OCC Page, OCC Drop In Element and Airwallex APIs. We hereby grant the Customer a limited, non-exclusive, royalty-free licence, to use and to permit the Customer’s relevant Affiliates and subcontractors to use the One Click Checkout Service including (as applicable) the OCC Page, OCC Drop In Element and Airwallex APIs including all intellectual property rights contained in the same, solely on the Customer’s webshop for the purpose of receiving and benefitting from the One Click Checkout Service and fulfilling the Customer’s obligations as set out in these Terms.

12.4. Customer Responsibilities. In relation to the One Click Checkout Service, the Customer shall:

(a) ensure that the Customer makes the OCC Page, OCC Drop In Element and Airwallex APIs (as applicable) available at all times, to all Buyers in relation to all relevant purchases or transactions, without charging any fees to Buyers for using the One Click Checkout Service, in each case in accordance with the specifications and other requirements notified by Airwallex to the Customer from time to time;

(b) not delete, modify, replace or otherwise change the OCC Page or OCC Drop In Element (as applicable) or permit any of the foregoing to occur, without prior written consent of Airwallex;

(c) not alter any of the checkout pages or the checkout process on the Customer’s webshop in a manner that impacts the availability or presentation of the OCC Page or OCC Drop In Element (as applicable), without prior written consent of Airwallex;

(d) as soon as reasonably practicable upon the Customer’s receipt of notice from Airwallex, implement or take any steps required by Airwallex to implement any updates that Airwallex releases to the One Click Checkout Service including the OCC Page, OCC Drop In Element or Airwallex APIs (as applicable) from time to time;

(e) (where the One Click Checkout Service is provided via the ‘elements method’, keep secure and not share with any third party or permit any third party to access, any API key(s) and other access details relating to the Airwallex APIs;

(f) when sharing the OCC Ancillary Information with Airwallex, the Customer shall take reasonable steps to ensure the accuracy and completeness of the OCC Ancillary Information and the Customer agrees that Airwallex will not be responsible for the accuracy or completeness of such OCC Ancillary Information;

(g) comply with all direction given by us related to the use of the One Click Checkout Service on your website; and

(h) ensure that the One Click Checkout Privacy Policy is clearly presented and available at all times to Buyers.

12.5 Disclaimers. In addition, and without prejudice, to the other limitations and exclusions set out in these Terms, the following apply in relation to the One Click Checkout Service:

(a) the One Click Checkout Service is limited to the performance by Airwallex of Airwallex’s obligations as set out in Clause 12.2 above, is not a payment processing service, and does not include the handling of funds, issuing of payment orders, or the management or processing of Transactions;

(b) Airwallex is not responsible, and does not accept liability for, any decisions by Buyers or potential Buyers to complete or not to complete any Transactions;

(c) while Airwallex takes reasonable steps to ensure the availability of the One Click Checkout Service (outside of standard maintenance windows, as notified to the Customer from time to time), Airwallex does not represent, warrant or otherwise commit that the One Click Checkout Service will be available at any specific times or for any specific portion of time;

(d) Airwallex is not responsible for the accuracy or completeness of data and information provided to Airwallex by Buyers in connection with the One Click Checkout Service and Airwallex does not guarantee that such data and information is accurate or complete, including where that data is shared with the Customer in connection with the One Click Checkout Service; any reliance by the Customer upon such data or information is at the Customer’s own risk;

(e) except as set out in these Terms, the One Click Checkout Service is provided “as is” and to the fullest extent permitted by Applicable Law, all statutory or implied terms including regarding fitness of the One Click Checkout Service for a particular purpose are hereby disapplied; and

(f) while Airwallex takes reasonable steps to protect the security of the One Click Checkout Service and all data and information processed via it (including as further detailed in these Terms and as required by Applicable Law) Airwallex does not guarantee the security of the One Click Checkout Service including the OCC Page, OCC Drop In Element and Airwallex APIs (as applicable); it is the Customer’s responsibility to take appropriate security precautions including the use of firewalls, anti-virus software and other appropriate solutions.

12.6 Data Privacy. The Customer acknowledges and agrees that, in relation to the One Click Checkout Service, the relevant Affiliate contracting for the One Click Checkout Service with the Buyer (the ‘Buyer’s OCC Service Provider’), collects and processes the OCC Payment Information, directly from the Buyer, as an independent Data Controller for the purposes of Data Protection Legislation. The Customer further acknowledges that the Buyer’s OCC Service Provider shall be determined by the country of residence of the Buyer. To the extent another Airwallex Affiliate is the Buyer’s OCC Service Provider, that Affiliate will share the OCC Payment Information with Airwallex to enable Airwallex to use the Buyer’s stored OCC Payment Information on the Customer’s webshop. If requested to do so by Airwallex, the Customer agrees to set cookies on the Customer’s webshop, the OCC Page or OCC Drop In Element, as applicable, to allow Airwallex to recognize and authenticate Buyers. If requested to do so by Airwallex, the Customer further agrees to implement a cookies consent mechanism on the Customer’s webshop to collect consent from Buyers for the use of the relevant cookies in accordance with Data Protection Legislation.

13. TERMINATION

13.1 Airwallex’s rights to terminate or suspend the Payments Services for additional cause. Without prejudice to the termination provisions set out elsewhere in this Agreement, Airwallex may without notice immediately suspend access to the Payments Services or terminate all or any part of these Payments Terms or any of the Payments Services if:

(a) the Customer falls below any relevant thresholds as determined by Airwallex from time to time;

(b) the Customer acts in a manner, or if anything happens to the Customer or comes to Airwallex’s attention in relation to the Customer or arising from or incidental to the Customer’s business or the conduct of the Customer’s business (including trading practices or any individual’s activity), that Airwallex in its reasonable discretion considers:

(i) to be disreputable or capable of damaging the reputation of Airwallex or that of any Payment Network or Payment Method Provider; or

(ii) to be detrimental to Airwallex’s systems, business or that of any Payment Network or Payment Method Provider; or

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

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

(c) Airwallex is required to do so by any Network, Payment Method Provider or Regulator or under the Payment Network Rules or Applicable Law or reasonably believes that a Transaction or these Payments Terms or the performance of it may be contrary to Applicable Law or Sanctions;

(d) a Network, Payment Method Provider or any other third party any ceases to provide Airwallex with any service which is necessary for Airwallex to provide an Payments Service to the Customer; and

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

13.2 Airwallex may suspend all or part of the Payments Services, including any Transactions or Refunds, if Airwallex determines that the Customer has breached these Payments Terms or is likely to breach these Payments Terms.

14. INDEMNITY

14.1 Without prejudice to Clause 14 (Indemnities) of the Agreement, the Customer will indemnify Airwallex, Networks, Acquirers and Local Payment Providers and hold Airwallex, Networks, Acquirers and Local Payment Providers harmless and indemnified from, against and in respect of all and any Losses in relation to any Claims brought against Airwallex 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 the Customer to comply with: (i) the requirements of a Payment Network or Local Payment Provider; (ii) the Payment Network Rules; (iii) a Regulator; or (iv) Applicable Law, and any reasonable steps taken in the protection of Airwallex’s interests in connection with any such breaches;

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

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

(e) any reasonable steps taken in the protection of Airwallex’s interests in connection with any allegation of fraud made in relation to the Customer or the Customer’s business; and/or

(f) any fees or charges of a Payment Method Provider or Payment Network paid or payable by Airwallex in relation to the use of the Payments Services,

except if and to the extent such Claim is caused by Airwallex’s fraud or any breach of these Payments Terms by Airwallex.

14.2 Airwallex shall indemnify and hold the Customer indemnified from and against any Losses in relation to any Claims brought against the Customer by a third party, to the extent such Claims arise out of or in connection with any actual security breach or security breach reported to the Customer by a Network, Acquirer, or Airwallex relating to Data which is directly attributable to Airwallex’s failure to comply with any PCI SSC Standards or to its gross negligence (but not including any claims made by a Regulator), and any reasonable steps taken in the protection of the Customer’s interests in connection with such breach.

15. THIRD PARTY RIGHTS

Notwithstanding the restriction on third party enforcement rights set out in the Agreement, the obligations of the Customer under these Payments Terms are owed to Airwallex’s Affiliates each of whom may enforce the terms of these Payments Terms against the Customer.

16. DEFINITIONS

16.1 In these Payments Terms, the following terms have the following meanings (unless the context requires otherwise). All other capitalised terms have the meaning given to them in the Definitions Schedule:

“Acquirer” means a third party which has an agreement with the Customer to settle funds to the Customer which result from Transactions in respect of which Airwallex provides the Customer the Gateway Service under these Payments Terms;

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

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

“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 and / or One Click Checkout Service (as applicable) for the Payment Services to operate (including such that Authorised Users can access the same);

“Airwallex 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 Payment Services under these Terms but does not include the OCC Drop In Element, OCC Page or any other component of the One Click Checkout Service;

“Applicable Law” means any applicable law, regulation, rule, policy, judgment, decree, order or directive, at a state or local level, including, without limitation, any regulatory guidelines or interpretations or regulatory permits and licenses issued by governmental or regulatory authorities having jurisdiction over the relevant Party, that are applicable to a Party or its business or which the Party is otherwise subject to, in each case in force from time to time;

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

“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;

“Buyer” means the person purchasing products or services from the Customer;

“Capture Requests” means the submission by the Customer 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 Network” means any scheme governing the issue and use of Payment Cards as may be approved and notified by Airwallex to the Customer in writing from time to time;

“Card Processing Terms” means the document titled “Card Processing Terms” attached to these Payments Terms;

“Card Transaction” means a sale and purchase transaction between the Customer and a Buyer for products or services (including shipping costs) for which the Buyer pays with a Payment 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 Airwallex in respect of a Transaction that has been settled and/or in respect of which a Settlement Payment has been made to the Customer notwithstanding any Authorisation;

“Chargeback Cost” means Airwallex’s administrative charge for processing a Chargeback and any (i) reasonable costs, expenses, liabilities, and (ii) Assessments that Airwallex may incur as a result of or in connection with a Chargeback;

“Chargeback Fee” means Airwallex’s 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;

“Customer Bank Account” means the Customer’s nominated bank account to which Settlement Payments can be paid;

“Customs Declaration Service” means the processing and transmission by Airwallex and the Service Provider of the relevant Transaction Data to the Customs of the People’s Republic of China;

“Customs Declaration Terms” means the document titled “Customs Declaration Terms” attached to these Payments Terms;

“Data Protection Legislation” means all Applicable Law related to the protection of Personal Data;

“Direct Acquiring” has the meaning given in Clause 1.2(a)(i);

“Direct Debit Authorization” means any mandate, approval, or other agreement required by a Direct Debit Scheme to authorize a party to debit a bank account held by the Customer, and/or any additional arrangement or agreement Airwallex requires in relation to the Customer’s use of the Direct Debit Product, including, but not limited to the Direct Debit Authorization Agreement US, and the Direct Debit Request Service Agreement Australia;

“Direct Debit Request Service Agreement Australia” means the agreement available online at https://www.airwallex.com/au/terms/direct-debit-request-service-agreement;

“Direct Debit Authorization Agreement US” means the agreement available online at https://www.airwallex.com/us/terms/direct-debit-authorization-agreement;

“Direct Debit Product Documentation” means the guidelines in relation to the use of the Direct Debit Product set out on https://www.airwallex.com/docs/global-treasury__add-funds-via-direct-debits-from-linked-accounts__review-direct-debit-mandate-requirements an as amended from time to time, or any other requirements Airwallex notifies the Customer of from time to time;

“Direct Debit Product” means enabling the Customer, and/or a Connected Account, to use direct debit to (i) collect or deposit funds to and from a Linked Account (a) into a Global Account (b) owed to Airwallex under the Agreement or other agreements between Customer and Airwallex, to Airwallex (ii) pay out funds from its Airwallex Account into a Linked Account, (iii) use direct debit as a means to receive payment from third parties;

“Direct Debit Scheme” means SEPA, BACS, ACH, and any other local direct debit scheme Airwallex enables the Customer to use from time to time;

“Encryption Service” means the provision by Airwallex of services relating to Card information encryption and Network tokenisation;

“Fee Change Notice Period” has the meaning given in Clause 9.4;

“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 Service” means the processing and transmission by Airwallex of Authorisation Requests, Capture Requests and Transaction Data between the Customer and the Buyer and/or between the Customer and an Acquirer. When providing the Gateway Service, Airwallex does 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 the Customer pursuant to an Acquiring Agreement;

“Hosted Checkout Page” means the Airwallex hosted payment pages which the Customer uses to accept an Payments as part of the Gateway Service;

“Integration Options” has the meaning given in Clause 1.3;

“Indirect Acquiring” has the meaning given in Clause 1.2(a)(ii);

“Limit” means the aggregate maximum value of one or more Transactions for which the Customer may use the Customs Declaration Service, as determined and adjusted by Airwallex or the Service Provider from time to time;

“Local Payment Method” means any of the local payment methods that Airwallex allows the Customer to use from time to time including any such local payment methods Airwallex has agreed in writing with the Customer, but does not include One Click Checkout;

“Local Payment Method Terms” means the document titled ‘Local Payment Method Processing Terms’ provided separately to this Agreement and accessible here.

“Local Payment Network” means any scheme governing the issue and use of Local Payment Methods as may be approved and notified by Airwallex to the Customer in writing from time to time;

“Local Payment Provider” means the provider of each Local Payment Method or Local Payment Network;

“LPM Transaction” means a sale and purchase transaction between the Customer 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 authorised entities in accordance with a license;

“Net Settlement Amount” has the meaning given in Clause 4.3;

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

“OCC Ancillary Information” has the meaning given to it in Clause 12.2;

“OCC Drop In Element” has the meaning given to it in Clause 12.2(b);

“OCC Page” has the meaning given to it in Clause 12.2(a);

“OCC Payment Information” has the meaning given to it in Clause 12.1;

“One Click Checkout Privacy Policy” means our One Click Checkout privacy policy which is made available on our website at https://www.getlumi.com/privacy or provided to you separately as amended from time to time;

“One Click Checkout Service” has the meaning given to it in Clause 1.1(b);

“Payment Link” has the meaning given in Clause has the meaning given in Clause 1.3;

“Payment Plugin” has the meaning given in Clause has the meaning given in Clause 1.3;

“Payments Service” has the meaning given in Clause 3.1;

“Payments Terms” has the meaning given in Clause 1;

“Payments” 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;

“Payment Card” means any of the cards Airwallex allows to be accepted including any such cards Airwallex has agreed in writing with the Customer;

“Payment Method” means Payment Cards and Local Payment Methods;

“Payment Method Provider” means the providers of Payment Cards and Local Payment Methods;

“Payment Network Rules” means all applicable rules, regulations, operating guidelines, policies, procedures, manuals, announcements, bulletins issued by the Networks or Local Payment Providers from time to time which relate to (amongst other things) Payment Cards, Payments, Transactions, Local Payment Methods and the related processing of data including:

(a) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Visa (including rules regarding the use of Visa-owned marks, Visa acceptance, risk management, Transaction processing, and any Visa products, programs or services in which the Customer is required to, or choose to participate);

(b) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Mastercard International Incorporated, Maestro International Inc., and their subsidiaries and affiliates; and

(c) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by any Local Payment Method or Local Payment Network;

“Payment Processing Service” has the meaning given in Clause 1.2(a);

“PCI SSC Service” has the meaning given in Clause 5.3;

“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 at www.pcisecuritystandards.org;

“Permissible Deductions” has the meaning given in Clause 4.4;

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

“Recurring Transaction Authority” means a prior written authority (provided by the Buyer to the Customer at checkout process) authorising 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 Customer to the Buyer’s Payment Method and whether the dates are fixed or variable;

(c) the method by which the Customer 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 Airwallex’s fee for processing Refunds as set out in the Fee Schedule;

“Reserve” means an amount or percentage of the Customer’s Settlement Payment(s) that Airwallex holds in order to protect against the risk of Refunds, Chargebacks, or any other risk, exposure and/or liability related to the Customer’s use of the Services;

“Reversal” has the meaning given in Clause 10.5(a);

“Service Provider” means any service provider providing services in connection with the processing and transmission of the Transaction Data for the purpose of the customs declaration;

“Settlement Currency” means: (a) the currency the Customer has requested to be used for settlement that Airwallex has approved; and (b) if no such request is made or approved, the currency Airwallex reasonably determines, being either US Dollars or another Supported Currency;

“Settlement Payment” means payment of the Net Settlement Amount by Airwallex to the Customer in accordance with Clause 4.2;

“Supplemental Services” has the meaning given in Clause 1.2(b);

“Supported Currency” 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, or in the case of the One Click Checkout Service, a sale and purchase transaction between Merchant and a Buyer for products or services (including shipping costs) for which the Buyer pays with either a Card or a Local Payment Method or any other method compatible with the One Click Checkout Service (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 Payment Cards, Local Payment Methods and Buyers);

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

“Transaction List” has the meaning given in Clause 4.6;

“Transaction Mix” means the amount, type and nature of Transactions projected for the Customer, including the Transaction volume, the average Transaction value, the types of 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 Customer and the use of the Services; and

“Transaction Value” means, with respect to each Transaction, the amount of the purchase price of the relevant product or service offered by the Customer.

Annex

CUSTOMS DECLARATION TERMS

1. SERVICES

1.1 The Customer acknowledges and agrees that:

(a) to use the Customs Declaration Service, the Customer shall upload the relevant Transaction Data as required by Customs of the People’s Republic of China through the interface provided and maintained by Airwallex and the Service Provider. The Customer may check the status of the processing and transmission of the relevant Transaction Data on such interface;

(b) the Customs Declaration Service shall only be used for the Transactions subject to the Limit;

(c) Airwallex or the Service Provider may suspend or terminate the Customs Declaration Service immediately without notice if:

(i) the Customer’s business licence or any similar certificate is revoked;

(ii) the Customer’s business operation or use of the Customs Declaration Service does not comply with any applicable law or regulation, these Customs Declaration Terms or any other rules of the Service Provider;

(iii) the Customer is directly or indirectly involved in fraud;

(iv) the Customer is unable to provide the services or goods under the Transactions by reason of actual or anticipated commercial or financial difficulties;

(v) there is any proceeding against the Customer seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law;

(vi) the Customer is dissolved or undergoes an Insolvency Event;

(vii) the Customer has counterfeited the Payment Card or delayed any Payments purposely;

(viii) Airwallex or the Service Provider reasonably believes that there is any risk event in respect of the Customer; or

(ix) any of the Customer’s actions are detrimental to the interests of Airwallex or the Service Provider;

(d) upon the request of Airwallex or the Service Provider, the Customer should provide to Airwallex and the Service Provider access to all records and documents for the purpose of reviewing the Customer’s use of the Customs Declaration Service;

(e) Airwallex or the Service Provider may suspend or terminate the Customs Declaration Service at any time by giving the Customer 10 Business Days’ prior written notice; and

(f) neither Airwallex nor the Service Provider shall be liable for:

(i) any loss or damage arising out of or relating to the Customer’s use of the Customs Declaration Service;

(ii) the delay or failure to deliver the relevant Transaction Data; or

(iii) any dispute (arising out of or relating to the Customs Declaration Service) between the Customer and other entities or individuals.

1.2 The Customer represents and warrants that:

(a) all Transaction Data sent to Airwallex and the Service Provider for using the Customs declaration Service are true, valid, and accurate in any respect, and no material information has been omitted and no information has been withheld that results in the relevant Transaction Data being unlawful, untrue or misleading in any aspect;

(b) all Transaction Data sent to Airwallex and the Service Provider for using the Customs Declaration Service are based on genuinely commercial and valid Transactions which do not and will not conflict with any applicable law or regulation, or are beyond the Customer’s business scope and category as registered with Airwallex and Service Providers. Upon the request of Airwallex or the Service Provider, the Customer should promptly provide, or procure the provision of, all documents, records, statements or other evidence authenticating or validating the Transactions as requested by the Airwallex or the Service Provider or required under Applicable Law or by any Regulator; and

(c) the Customer should verify the identity of the Buyer in accordance with Applicable Law.

2. SERVICE FEE

2.1 Airwallex may charge and vary the Service Fee (as determined by Airwallex and notified to the Customer) in respect of the Customs Declaration Service at any time.

3. INDEMNITY

3.1 The Customer should hold Airwallex and harmless and indemnified from, against and in respect of all and any losses, damages, costs (including reasonable legal fees) and expenses in relation to the Customer’s use of the Customs Declaration Service, or any Claims brought against Airwallex or the Service Provider, to the extent such Claims arise out of or in consequence of or in connection with the Customs Declaration Service.

3.2 The Customer agrees to indemnify Airwallex against all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by Airwallex in connection with or as a result of any inaccuracy, incompleteness or error of the Transaction Data sent to Airwallex and the Service Provider.