Airwallex (Australia) Limited (along with its affiliates, collectively “Airwallex”), the Platform and the Platform User agree to enter into this Agreement in respect of the GA services, payment, and/or FX conversion (collectively, “Airwallex Services”) provided by Airwallex to the Platform and the Platform User. All parties agree to the arrangements as described below for the matters aforementioned through fair and friendly negotiation.
This Agreement shall be read and construed together with one or more service agreements entered into by and between Airwallex and each of Platform and/or Platform User, respectively (as the case may be). The master service agreements and this agreement shall be effective and legally binding on all parties upon the execution of this agreement and all parties shall perform the obligations therein.
- 1.1 This Agreement governs the availability and use of the Airwallex Services provided by Airwallex and Airwallex Group Entities (including but not limited to Airwallex Pty Ltd, Airwallex (UK) Limited). By accessing or using any part of the Airwallex Services, the Platform/Platform User agree to become bound by the terms and conditions of this Agreement. If the Platform/Platform User do not agree to all the terms and conditions of this Agreement, then the Platform/Platform User should not access or use any of the Airwallex Services.
- 1.2 This Agreement is written in both English and Chinese versions, in case of any conflict of the two versions, the English version shall prevail.
- 1.3 Although Airwallex will notify the Platform/Platform User of any change to the terms and conditions of this Agreement, the Platform/Platform User are responsible for regularly reviewing the terms and conditions of this Agreement. At any time, the Platform/Platform User can view our current terms and conditions on our website (www.airwallex.com).
- 1.4 This Agreement shall be effective and legally binding when the Platform/Platform User applies for a GA, expressly accepts this Agreement in written or electronic form or commences use of Airwallex Services. This Agreement shall remain effective until it is terminated. The Platform/Platform user shall be deemed to fully understand and accept all the terms and conditions if the Platform/Plartform User accepts this Agreement. The Platform/Platform User may contact the staff of Airwallex if the Platform/Platform User does not understand any of the terms and conditions.
- 1.5 The Platform/Platform User acknowledges that the use of Airwallex Services are subject to the mandatory provisions of Applicable Law. The Platform/Platform User acknowledges that it is acting in its professional or business capacity, and that it is not entering into the Agreement nor will use the Airwallex Services as an individual consumer. The Platform/Platform User is responsible for understanding and complying with any and all laws, rules and regulations of its home country and platform jurisdiction that may be applicable to it in connection with the use of the Airwallex Services, including, but not limited to, laws governing payment services including anti-money laundering or counter-terrorist financing requirements, consumer protection, data protection laws, anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any goods or services, and those related to export/import activity, taxes or foreign currency exchange.
- 1.6 Airwallex may immediately close, suspend or limit the access of the Platform/Platform User to the use of the Airwallex Services if the Platform/Platform User violates this Agreement or any other agreement the Platform/Platform User enters into with Airwallex or pursuant to any risk assessment by Airwallex with respect to transaction activity between Platform and Platform User, all details of such rights to termination are provided in clause 6. Airwallex may also limit the access of the Platform/Platform User to Funds per the instructions of law enforcement or relevant regulatory agencies.
In the context of this Agreement, the following terms shall have the following meaning:
- 2.2 “Applicable Law” means any law, regulation or generally accepted practices or guidelines in the relevant jurisdictions applicable to Airwallex Services, including, but not limited to, laws governing payment services including anti-money laundering or counter-terrorist financing requirements, consumer protection, data protection laws, anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any goods or services, and those related to export/import activity, taxes or foreign currency transactions.
- 2.3 “GA” means Global Account, provided with the appropriate collection account, which can be used to receive funds on behalf of the Client.
- 2.4 “Business Day” means a day other than a Saturday, Sunday or Public Holiday on which Airwallex and its Affiliates (as applicable) are open for business in its registered place of business or a day on which banks and foreign exchange markets are open for business in the principal financial centres of the countries of the relevant currencies (as required).
- 2.5 “Client” means the Platform and/or Platform User who enter into this Agreement and in whose name the GA is registered.
- 2.6 “Fees” means the charges payable by the Platform/Platform User to Airwallex for using the Airwallex Services.
- 2.7 “Funds” means the fund standing to the GA of the Client.
- 2.8 “GA Number” means the collection account number provided by Airwallex to the Platform/Platform User for collection and settlement in accordance with Applicable Law.
- 2.9 “Airwallex Account” means online account where the Platform/Platform User registers for Airwallex Services and make ongoing use of the Airwallex Services. The Airwallex Account is where the Client upload and maintain its contact and identity information, beneficiary account information, platform store information, inbound payment and settlement history and other information related to such Client's use of the Airwallex Services.
- 2.10 “Airwallex Account Balance” means the amount of Funds shown in the Airwallex Account as available for settlement to a beneficiary account upon settlement order.
- 2.11 “Airwallex Website” means the website: http://www.airwallex.com/.
- 2.12 “Service Provider” include banks, payment service providers, clearing networks and other third-party payment processing services used by Airwallex in the course of supplying the Airwallex Services.
- 3.1 The Client may contact client support at any time by sending a message through the contact links on the Airwallex Website or via e-mail at [email protected] or call 400-882-3666 (Mainland China). The Client may also contact any of our affiliate offices via the contact information listed on the Airwallex Website.
- 3.2 The Client agrees that Airwallex may provide notice or other information by posting it on the Airwallex Website(s) (including information which is only accessed by logging into the Airwallex Account), emailing it to the email address listed in the Airwallex Account, mailing it to the street address listed in the Airwallex Account, calling by phone, or sending a “text” message. The Client must have internet access and an e-mail account to receive communications and information relating to Airwallex Services. The Client may request a copy of any legally required disclosures (including this Agreement) from Airwallex and we will provide this to the Client in a form which allows the Client to store and reproduce the information (for example, by e-mail) and the Client may terminate the consent to receive required disclosures through electronic communications by contacting Airwallex as described in paragraph 3.1 above. Airwallex reserves the right to close the Airwallex Account if the Customer withdraw the consent to receive electronic communications.
4. Data Protection
- 4.1 When using the Airwallex Services or for the purpose of using Airwallex Services, the Client or any third party authorized by the Client may submit information to Airwallex. Any collection, use or processing of information by Airwallex shall be restricted to the purposes necessary for, or incidental to, the provision of the Airwallex Service pursuant to this Agreement unless prior consent of the Client is obtained.
- 4.3 The Client agrees that Airwallex reserves the right to access and/or disclose data we collect from the Client and any third party authorized by the Client in order to comply with requests from government and/or regulatory authorities. The Client further acknowledges that Airwallex reserves the right to disclose personal data to third parties if Airwallex reasonably believes the use of the Airwallex Services has violated this Agreement.
- 5.1 Any Fees that may be charged by Airwallex are disclosed on Airwallex Website or in the configuration of the Airwallex Account. The Fees are subject to adjustment at Airwallex’s sole discretion upon notice to the Client. The Client agrees to pay all Fees and the continued use of the Airwallex Services indicates the continued acceptance of the Fees. When Airwallex adjusts the Fees, Airwallex will publish the updated Fees on Airwallex Website and send the Customer an email notification. If the Customer have any questions or are unclear as to any Fees, the Customer should contact Airwallex.
- 5.2 Fees payable by the Client may be deducted from the settlement transaction at the time the settlement transaction is executed, or charged separately. The Client hereby authorizes Airwallex to so deduct such Fees.
6. Termination and Suspension
- 6.1 If the Client wishes to terminate this Agreement or the Airwallex Account, the Client may simply discontinue using the Airwallex Services. The provisions of this Agreement relating to ownership provisions, warranty disclaimers, indemnity and limitations of liability shall survive the termination of this Agreement.
- 6.2 When the Airwallex Account of the Client is suspended or terminated, any further attempted use of the Airwallex Service will result in funds of the Client being rejected and returned to the platform, and may warrant notification to appropriate authorities. The Client are solely responsible for any fees incurred in connection with the rejected payments.
7. Client Obligation and Warranties
- 7.1 The Customer represents and warrants that it is not acting on behalf of, or for the benefit of, anyone else (unless otherwise set out in this Agreement), unless in case of a natural person, opening the account for and under the direction of the company or legal person or entity, that employs such a natural person.
- 7.2 The Client hereby undertakes, until the term or termination of this Agreement, to communicate promptly to Airwallex any change in its business ownership, business activities, post mail address, email address, phone contact details or any modification with respect to the account of the Client.
- 7.3 The Client must obtain any necessary authorizations from the relevant data sources for the required dislosures of information in connection with the Airwallex Services. The Client is responsible for the legally compliant collation, storage and transmission of information (in particular personal data) to Airwallex. The Client hereby represents and warrants that the data with respect to third parties that is disclosed to Airwallex by the Client or by the relevant platform and for the purpose of being read, kept or processed by Airwallex (a) with respect to such data the Client hereby (i) is deemed to be; and (ii) accept to be controller and has possession; (b) such data has been collected and received from the relevant party in full compliance with applicable data protection laws applicable to such third party as data subject and (c) such data has been disclosed with the explicit and informed consent of such party to the disclosure and processing of this data.
- 7.4 The Platform User acknowledges and agrees that the Platform may open an Airwallex Account for the purposes of enabling Airwallex Services with respect to the Platform User, and can send instructions to Airwallex to deduct the Funds in the Ariwallex Account opened for the purposes of Platform User to repay the amounts owed by the Platform User to the Platform in accordance with agreement between the Platform and the Platform User and credit any amount into such Airwallex Account as needed from time to time. The Platform User undertakes that the Airwallex Account Balance shall be sufficient for the payment, and the Platform User shall be responsible for any transaction failure resulting from the insufficient funds and shall indemnify the Platform against any loss. The Platform User confirms and acknowledges that Airwallex can freeze, unfreeze, debit, remit the Airwallex Account Balance upon a valid instruction sent by the Platform. If the Platform User disagrees with such instructions going forward, it may inform Airwallex within two Business Days upon the instruction, and Airwasllex will begin rejecting such instructions in respect of the Airwallex Account opened for the purpose of the Platform User as sent by the Platform. The Platform User may withdraw the authorization for the Platform to act in accordance with this Agreement and the master service agreement by two Business Days prior written notice to Airwallex, and if the authorization is withdrawn, Airwallex will reject any instruction in respect of the Airwallex Account of the Platform User sent by the Platform, and the Platform/Platform User shall assume and be responsible for any losses as a result for such rejection. Notwithstanding anything to the contrary contained herein, the Platform and the Platform User hereby irrevocably waive any rights or claims against Airwallex and Airwallex Group in connection with or relating to any of the acts and/or transactions contemplated hereby under this paragraph and the Platform and the Platform User agree not to commence any action or proceeding against Airwallex and Airwallex Group in connection with or relating to any of the acts and/or transactions contemplated hereby under this paragraph. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no member of the Airwallex Group shall have any liability for any claims or damages to the Platform and the Platform User in connection with or relating to the acts and/or transactions contemplated hereby under this paragraph.
- 7.5 The Airwallex Account of the Platform/Platform User shall be used for the settlement of the receivable/payable amount between the Platform and the Platform User, the Platform/Platform User shall not use the Airwallex Account or Airwallex Service for the settlement of the amounts other than thoese disclosed to Airwallex during the respective on-boarding processes.
- 7.6 In the event of a breach of the above provisions, the Platform and the Platform User shall be liable to Airwallex for the resulting damages and indemnify Airwallex from any claims of third parties. All liabilities between the Platform and the Platform User shall be limited to only the Platform and the Platform User, which shall not affect Airwallex and Airwallex shall not be directly or indirectly involved in any dispute between the Platform and the Platform User, and Airwallex shall not be liabile for any dispute between the Platform and the Platform User.
- 8.1 Changes to Agreement. Airwallex cointnues to update the Airwallex Services, and that means sometimes we have to change the terms of this Agreement. If Airwallex makes changes, Airwallex will notify the Client via email communication two (2) weeks before the changes take effect. If the Client disagrees with the changes made by Airwallex, then the Client should stop using the Airwallex Services within the designated notice period. Otherwise, in absence of such notification before the proposed effective date, the Client will be deemed to have accepted those changes if the Client continues to use Airwallex Services. The continued use of the Airwallex Services will be subject to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement that was in place when the dispute arose.
- 8.2 Service Provider. Airwallex has the right to involve third parties in providing Airwallex Services. Airwallex may require that certain processing steps are carried out directly through such third parties, completely or partially.
- 8.3 Prevention of Money Laundering and Terrorist Financing. Airwallex is subject to Applicable Law regarding the fight against money laundering and counter-terrorism financing. As a result, Airwallex reserves the right to obtain information from the Client, including, but not limited to, information about the identity, business transactions, business relationships, and/or financial information of the Client. In addition, Airwallex must take all the steps necessary to identify the Client and, where appropriate, the beneficial owner of the Client and/or funds linked to the Airwallex Account. The Client acknowledges that Airwallex may terminate or postpone, at any time, the use of login details, access to an Airwallex Account or execution of a transaction in the absence of any sufficient information about its purpose or nature.
- 8.4 Severability. Should one or several provisions of these general terms and conditions be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions.
- 8.5 Indemnification. The Client agrees to indemnify, defend, and hold harmless Airwallex, its parent, affiliates, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of the use of the Airwallex Services, including but not limited to violation of this Agreement by the Client.
- 8.6 Disclaimer of Warranties. (a) Neither Airwallex nor its Service Providers, makes any warranty that the Airwallex Services will be error free or that access thereto will be continuous or uninterrupted; and (b) the Client understands that it downloads from, or otherwise obtain content or services through Airwallex Services at its own discretion and risk.
- 8.7 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Hong Kong Special Administrative Region. Airwallex, the Platform and the Platform User shall negotiate to settle the dispute arising from this Agreement. The parties shall submit to the Hong Kong International Arbitration Centre if such dispute cannot be settled through negotiation.
This Agreement shall become effective upon the date of execution.