Last updated: 6 December 2023*

* the effective date is 6 December 2023 unless a later date has been communicated to you by us or one of our approved partners.

1. THESE TERMS

1.1 These Payments Terms (these ‘Terms’) govern the provision of the Services by Airwallex US, LLC (‘Airwallex’, ‘us’, ‘our’ or ‘we’) to the entity or person (‘you’, ‘your’, or ‘Merchant’) identified in the Merchant Details. Airwallex and Merchant are each a ‘Party’ and together the ‘Parties’.

1.2 If you receive Services from any additional party, we will provide you with details of those additional parties. The entities providing Services as referred to above as we make known to you will be deemed to be a party to these Terms.

1.3 You must not access or use the Services unless you agree to abide by all of the terms and conditions in these Terms including any Additional Terms. You must agree to the Airwallex Service Agreement, the Treasury Management Terms or the Customer Terms of Service (Evolve) (as applicable), and other terms of service applicable to Airwallex’s services (the “Airwallex Agreements”), prior to us being obliged to provide you with the Services under these Terms.

1.4 The Parties agree that the Master Services Agreement (if applicable), the Schedules to these Terms, any Additional Terms and other terms referenced in these Terms are incorporated into and form part of these Terms, in each case, as may be amended, varied, supplemented, modified or novated from time to time.

1.5 Please read the following additional documents, as are available on the Airwallex website or as are otherwise provided to you by Airwallex, which also apply to your use of the Airwallex Platform and Services and should be read together with this Agreement:

(a) Acceptable Use Policy;

(b) Privacy Policy;

(c) Product Documentation.

For the avoidance of doubt, unless the contrary intention is expressed elsewhere, the above documents do not form part of this Agreement.

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

1.7 These Terms shall take effect from the Commencement Date unless and until terminated by either Party in accordance with clause 17.

1.8 During the term of these Terms, we will provide a copy of these Terms to you upon request.

2. GETTING STARTED

2.1 You may access the Airwallex Platform through Airwallex APIs as well as the Webapp. However, in order to use our Services through the Airwallex APIs, you must first be approved by us. If you are approved by us, you will need to comply with our Product Documentation and reasonable directions regarding the integration and use of the Airwallex APIs.

You may not use the Services for personal, family, or household use, unless applicable Services Terms specify otherwise. By using the Services, you represent as of the Commencement Date and warrant at all times during the Term that you are a legal entity.

2.2 You may appoint an ‘Authorized User’ (for example, any of your directors, officers, employees or professional advisors) to access information about the Services under these Terms. You must set up each Authorized User with a User Profile and promptly provide us with the following details of any of your proposed Authorized Users: full name, address and billing address, phone and email address of, and any other contact or identification information of the Authorized User that we may reasonably require. You must inform us promptly if any details previously provided about an Authorized User changes or is incorrect. You will ensure that your Authorized Users comply with these Terms and in respect of your obligations and liabilities under these Terms and for such purposes any references to ‘you’ shall (where the context requires) be read as including your Authorized Users.

2.3 You may set up your Authorized Users to have different levels of authority by following the relevant prompts on the Airwallex Platform.

2.4 You agree that:

(a) your Authorized Users have the authority to provide instructions to us for the provision of Services on your behalf;

(b) we may rely on instructions given by the Authorized User, and you will be bound by the actions of your Authorized Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorized User;

(c) we may refuse access to your Authorized User(s) if we are concerned about unauthorized or fraudulent access; and

(d) you will promptly report to us any infringements or unauthorized access to the Airwallex Platform, including through the Webapp or Airwallex APIs.

3. DUE DILIGENCE INFORMATION

3.1 You shall provide Airwallex with the following information (the ‘Due Diligence Information’) in the form specified by Airwallex:

(a) if applicable, copies of your corporate formation and/or registration documents;

(b) description of your basic business operations;

(c) your enterprise email address;

(d) information on your legal and beneficial owners (if applicable);

(e) business names (both your legal and trading names);

(f) merchant category code (subject to determination by Airwallex);

(g) URL of your online sites;

(h) your business address and shipping address (if different);

(i) financial statements and information relating to your financial standing; and

(j) any other information we may reasonably request.

3.2 You shall provide Airwallex with any other relevant information (including but not limited to Personal Data of your directors and beneficial owners) 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).

3.3 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.

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

3.5 The Parties agree that failure to comply with clauses 3.1 to 3.5 will be a material breach of these Terms by Merchant.

4. SERVICES

4.1 Under these Terms, Airwallex shall 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 Authorization 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.

4.2 If the Merchant uses a Hosted Checkout Page for the Services, Airwallex may permit the Merchant to customize the appearance of the Hosted Checkout Page. The Merchant shall be responsible for any costs of such customization, and any such customization is subject to review and approval by Airwallex.

4.3 Subject to clauses 4.4 and 4.5, you may use the Services from the Commencement Date.

4.4 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 that we request from you in accordance with clause 3.1,You agree that, where we make a request for information in accordance with clause 3.2 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.

4.5 You hereby acknowledge and agree that you must only use the Services in accordance with the Acceptable Use Policy issued by us from time to time applicable to the United States of America (which is available on our website at www.airwallex.com) and that you may not use the Services in respect of Prohibited Transactions.

4.6 You hereby acknowledge and agree that you must immediately cease using the Services if we notify that, acting reasonably, we determine that you have breached the Acceptable Use Policy. We may terminate these Terms or any Services with immediate effect pursuant to clause 17.5 if you have violated the Acceptable User Policy.

4.7 You hereby acknowledge and agree that your Transaction may not be processed if it exceeds your Transaction Limit. Unless we otherwise agree in writing with you, you acknowledge that we may set your Transaction Limit and change it based on our internal policies and procedures and/or Network Rules from time to time.

4.8 Where clause 4.7 applies, we may require you to enter into an Acquiring Agreement with us and an Acquirer before you may access the Services again.

4.9 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.

4.10 By agreeing to these Terms, you expressly appoint Airwallex as your agent (“Agent of the Payee”) for the limited sole purpose of receiving, holding, and settling payments made by Buyer to you (“Settlement Funds”), less any amounts owed to Airwallex, including but not limited to Permissible Deductions set forth in clause 6.4. You agree that a payment actually or constructively received by Airwallex on your behalf satisfies Buyer’s obligation to make payment to you, regardless of whether Airwallex actually settles such payment to you. If Airwallex does not settle any such payments to you as described in these Terms, you will have recourse only against Airwallex and not Buyer, as payment is deemed made by Buyer to you upon constructive or actual receipt of funds by Airwallex. In accepting this appointment of Airwallex as your limited payments agent, you agree that Airwallex assumes no liability for any of your acts or omissions, and you understand that the obligation of Airwallex to settle funds to you is subject to and conditioned upon your customer’s actual payment and these Payments Terms.

4.11 You authorize Airwallex, as your limited payments agent, to initiate holds, receipts, and disbursements of Settlement Funds upon settlement of Charges from the Networks. Settlement Funds may be held in pooled accounts pending disbursement to you in accordance with the terms of the Airwallex Agreements. You agree that you are not entitled to access, and have no ownership or other rights in, the Settlement Funds prior to such funds being credited to your Global Account or Merchant Bank Account, as applicable.

4.12 You agree that you are not entitled to any interest or other compensation associated with the Settlement Funds, have no right to direct Airwallex or any financial institution partner of Airwallex to distribute Settlement Funds, and may not assign any interest in the Settlement Funds held at any financial institution partner of Airwallex. We, an Acquirer, or any financial institution partner of Airwallex may periodically make information available to you through Airwallex regarding anticipated funds settlement from Payment Method Providers. This settlement information does not constitute a deposit or other obligation by Airwallex, any acquirer, or any financial institution partner to you. Any settlement information communicated to you is for reporting and informational purposes only.

5. SERVICE FEES

5.1 Airwallex shall provide you with the Services in accordance with Applicable Law and the Network Rules in return for the Service Fees.

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

5.3 Unless stated otherwise, all Service Fees, charges and other payments to be made by you under these Terms are exclusive of any applicable Taxes under any Applicable Law or governmental decree, for which you shall also be liable. Any Tax payable in respect of the Services provided or payments made under these Terms (other than Tax payable on our net income, profits or gains) will be payable by you.

5.4 The Service Fees and any other sums payable to us in connection with your use of the Services as set forth in these Terms are due immediately and payable in accordance with the terms of any invoice issued by us to you. Where we do not net any amounts owed by you to us (as referred to in clause 6.4) against settlement of funds to you, you are responsible for making payment to us from your Merchant Bank Account or another funding source in accordance with the applicable invoice.

5.5 We may from time to time vary the Service Fees and/or introduce new charges in addition to the Service Fees, in accordance with clause 21.In addition, if the issuer of the Cards, Alternative Payment Method providers, and/or 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.

6. SETTLEMENT

6.1 After we have value dated a Transaction, subject to clauses 6.4 to 6.10, Airwallex will instruct payment of the Net Settlement Amount to Merchant on the later of the following:

(a)without undue delay following receipt of cleared funds from the Acquirer or 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 6.5 in respect of the relevant Transactions.

6.2 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,

in the Settlement Currency. You agree that the Global Account associated with the entity or person identified in the Merchant Details will be used as the default method by which a Settlement Payment will be made, unless otherwise agreed in writing by the Parties.

6.3 We 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.

6.4 The Permissible Deductions referred to in clause 6.3 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 you to us or our Affiliates under these Terms or otherwise.

6.5 In addition to our rights under clauses 6.3 and 6.4, we may defer all or part of your Settlement Payment(s):

(a) if, following any deductions pursuant to clause 6.3, 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 Alternative 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.

6.6 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.

6.7 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 Alternative Payment Provider, or any other third party.

6.8 In the event that we exercise our rights under this clause 6 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 clause 6.7 if we are able to do so, or otherwise immediately after such suspension.

6.9 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.

6.10 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 Settlement Payment is withheld and shall not be paid to you in accordance with clause 6.2; 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.

6.11 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 6.10(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).

6.12 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 or other accounts with Airwallex available for any open settlements, Chargebacks and other adjustments.

6.13 If payment is made to you in error, or if you receive funds that you are not otherwise entitled to receive at the time of disbursement, Airwallex has the right to recoup such amounts from you, including without limitation by initiating a debit or charge to your Global Account any Merchant Bank Account provided by you in connection with the Services.

6.14 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.

7. YOUR OBLIGATIONS

7.1 You shall at all times comply with:

(a) the provisions of these Terms;

(b) the Network Rules;

(c) Applicable Law; and

(d) Sanctions Law.

7.2 You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall not store Buyer data or Card data 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 Alternative Payment Providers including the PCI SSC Standards.

7.3 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 Alternative 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 Alternative Payment Provider.

7.4 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 MCC 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 authorized 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 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 details of your goods and services, terms and conditions, privacy policy, any applicable refund policy in accordance with Applicable Laws, 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 Alternative Payment Provider.

8. SANCTIONS LAW AND PREVENTION OF BRIBERY

8.1 You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Sanctioned Person and do not act directly or indirectly on behalf of a Sanctioned Person.

8.2 You warrant and represent that neither you nor any of your directors, officers, agents, employees or persons acting on behalf of the foregoing has:

(a) committed a Prohibited Act;

(b) to the best of your knowledge, been or is the subject of any investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or

(c) has been or is listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programs or other government contracts on the grounds of a Prohibited Act.

8.3 If you become aware of any suspected breach of clauses 8.1 or 8.2 or have reason to believe that such a breach may occur, you shall, to the extent permitted by Sanctions Laws and Applicable Law, notify us immediately.

9. RECURRING TRANSACTIONS

9.1 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 Transactions may only be permitted or possible with respect to certain Payment Methods.

9.2 Subject to clause 9.1, in respect of Recurring Transactions using any Payment Method, you shall:

(a) obtain a Recurring Transaction Authority from the Buyer, as well as any other necessary consents or authorizations;

(b) confirm to the Buyer that the Recurring Transaction Authority has been established in a written record capable of being retained by the Buyer that includes, at a minimum, the terms of the Recurring Transactions, your cancellation policy, and now the Buyer may cancel the Recurring Transaction Authority.

(c) notify the Buyer via the agreed method of communication prior to a Recurring Transaction payment being charged to the Buyer’s Payment Method as required by and in accordance with Applicable Laws, including but not limited to state and federal laws, regulation and guidance pertaining to recurring charges and/or recurring subscriptions or other recurring payments (“Auto-Renewal Laws”), along with similar requirements set forth in the Network Rules and National Automated Clearing House Association rules.

(d) not effect (or attempt to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, once the Buyer has notified you that it wishes to cancel the Recurring Transaction Authority, or in a manner otherwise in violation of Applicable Laws including Auto-Renewal Laws or the requirements set forth in the Network Rules and National Automated Clearing House Association rules.

(e) provide a cancellation method that complies with Auto-Renewal Laws, and honor such cancellations as required

(f) 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

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

10. REFUNDS

10.1 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 Alternative Payment Method, unless required by Applicable Law, nor accept cash or other compensation for making a refund to a Card or Alternative Payment Method.

10.2 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) your Aggregate Payment Amount is not greater than the Refund amount, or you do not have sufficient funds in your Global Account or any other accounts with Airwallex. You hereby authorize Airwallex to offset the Refund from your Aggregate Payment Amount or to deduct the amount of the Refund from your Global Account or any other accounts you have with Airwallex.

10.3 A Refund request may be processed only if it is made within one-hundred twenty (120) calendar days from the date of the originating Transaction, or such other period as determined by the Network or Payment Method Provider.

10.4 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.

10.5 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.

10.6 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.

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

10.8 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 instructions from the Network or governmental or regulatory authorities, or (iii) we suspend or terminate any of our services.

11. CHARGEBACKS

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

11.2 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.

11.3 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.

11.4 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 (“Pre-chargeback 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 authorize us to share any Merchant Data, Transaction Data, and other information about you with the Pre-chargeback Service Providers where they request such data in connection with their provision of the Pre-chargeback Services.

11.5 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 11.4 and without limitation, be conditional upon the relevant Network or Alternative Payment Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer’s account was authorized by such Buyer; and

(b) (additionally) to provide us with such other evidence as we or any Network or Alternative 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.

11.6 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 Alternative Payment Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.

11.7 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 6, 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.

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

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

11.10 We may, in our sole and absolute discretion, suspend all or part of the Services if the ratio of Chargebacks to Transactions, or the total volume or value of Chargebacks, is deemed by us to be excessive or otherwise not in accordance with these Terms or applicable law.

12. INFORMATION REQUEST & PERIODIC REVIEWS

12.1 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.

12.2 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.

12.3 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.

12.4 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.

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

13. FOREIGN CURRENCY & CURRENCY CONVERSIONS

13.1 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.

13.2 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.

13.3 Foreign Currency Settlement Fee. Subject to clause 13.5, as applicable, if the Transaction currency is in any other currency other than United States Dollars, 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.

13.4 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.

13.5 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 APM Transactions.

13.6 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 under clause 13.6(a), 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 13.6 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 HKD, Airwallex may convert that USD amount to HKD and pay it to you as the Settlement Payment.

13.7 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.

13.8 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 United States Dollars 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.

13.9 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 these Terms, 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.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into these Terms:

(a) it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;

(b) it is properly registered to do business in all jurisdictions in which it carries on business;

(c) it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;

(d) it has the corporate power, authority and legal right to execute and perform these Terms and to carry out the transactions and its obligations contemplated by these Terms;

(e) these Terms shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in these Terms, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into these Terms and perform its obligations;

(f) neither (a) the entry into of these Terms, nor (b) the performance by the Party of these Terms will (i) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of the Party or (ii) breach any material obligations of the Party under any contract to which it is a party or (ii) violate any Applicable Law to a material extent; and

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

14.2 You warrant and represent that you have a permanent establishment and/or business registration in the Territory and that you will only use the Services from the Territory; and you have never committed fraud; or been subject to any Payment Scheme’s mandatory risk remediation program(s).

14.3 You must obtain any necessary authorizations from Data Subjects for the required transfers of information within the scope of the Services. You are responsible for the legally compliant collection and transmission of information (in particular, Personal Data) to Airwallex.

15. DATA PRIVACY

15.1 Your use of the Services is subject to our Privacy Policy, which you separately agree to by entering into these Terms, and consent to the collection, use, disclosure, processing, management and transfer of Personal Data in accordance therewith.

15.2 When using the Services, you or any third party authorized by you may submit content (including Merchant Details and Personal Information) to Airwallex. Any collection, use or processing of information by us shall be restricted to the purposes necessary for, or incidental to, the provision of the Services pursuant to these Terms unless your prior consent is obtained.

15.3 If you receive any complaint, notice or communication from any federal or state regulator which relates directly to (i) our processing of Personal Data; or (ii) a potential failure by us to comply with Applicable Law in respect of your or our activities under or in connection with these Terms (a ‘Data Complaint’) you shall, to the extent permitted by Applicable Law, promptly notify us of the Data Complaint and provide us any information we request in relation to such a Data Complaint.

15.4 You acknowledge and agree that we may disclose Transaction Data or Personal Data to any law enforcement authority or Regulator in accordance with Applicable Law.

16. CONFIDENTIALITY

16.1 The Parties agree that they shall:

(a) treat as confidential all Confidential Information obtained from the other Parties under these Terms;

(b) use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed;

(c) not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and

(b) take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorized disclosure.

16.2 Each Party may disclose Confidential Information only if the Confidential Information:

(a) is required to be disclosed by any court of competent jurisdiction, Regulator, by the rules of a recognized stock exchange or by Applicable Law or the Network Rules;

(b) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure;

(c) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 16);

(d) is received from a third party who is not under an obligation of confidentiality in relation to the information; or

(e) is developed independently without access to, or use or knowledge of, the Confidential Information.

17. TERM AND TERMINATION

17.1 These Terms shall come into force on the Commencement Date and, unless otherwise terminated earlier in accordance with these Terms, continue thereafter until it is terminated in accordance with clause 17.2, 17.3, 17.4 or 17.5.

17.2 We may terminate these Terms without cause by giving you two (2) calendar months’ written notice.

17.3 You may terminate these Terms without cause by giving us three (3) months’ written notice.

17.4 Either Party may terminate these Terms or any Service with immediate effect by giving written notice if the other Party is:

(a) in material breach of these Terms and the breach is either not capable of remedy or is not remedied to the reasonable satisfaction of the non-breaching party within 30 days of service of a notice requiring remedy of the breach in question;

(b) insolvent or reasonably suspects that the other Party may become Insolvent;

(c) is the subject of a petition, order, or resolution or any step in connection with winding up (whether it is Insolvent or not).

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

(a) you have violated the Acceptable Use Policy;

(b) you fall below any relevant thresholds as determined by us from time to time;

(c) you act in a manner, or if anything happens to you or comes to our attention in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices or any individual’s activity), that we in our reasonable discretion consider:

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

(ii) to be detrimental to our systems, business or that of any 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 any of us;

(v) may affect your ability or willingness to comply with all or any of your obligations or liabilities under these Terms; or

(vi) to be or to be for a purpose contrary to Applicable Law and/or any policy of ours in relation to Applicable Law;

(d) you include anything in these Terms, the Master Services Agreement (if applicable) or application for the Services which is untrue, inaccurate or misleading;

(e) we are required to do so by any Network, Payment Method Provider or Regulator or under the Network Rules or Applicable Law or reasonably believe that a Transaction or these Terms or the performance of it may be contrary to Applicable Law or Sanctions Law;

(f) 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

(g) 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 Authorization Requests is excessive.

17.6 We may suspend all or part of the Services, including any Transactions or Refunds, if we determine that you have breached these Terms or are likely to breach these Terms.

18. INDEMNITY

18.1 You will indemnify us, Networks, Acquirers and the Alternative Payment Providers and hold us, Networks, Acquirers and the Alternative 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 Alternative 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 or a 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 clause 16;

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

18.2 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, other 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 clause 16;

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

19. LIMITATION OF LIABILITY

19.1 Nothing in these Terms shall exclude or restrict liability for:

(a) Losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation or willful default;

(b) death or personal injury resulting from a Party’s negligence;

(c) Losses suffered by us in respect of any Chargebacks or Assessments;

(d) any Service Fees, Permissible Deductions, or other amounts due to us;

(e) any indemnity provided under these Terms; or

(f) any other liability to the extent it cannot be lawfully excluded or limited.

19.2 We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under these Terms if and to the extent that such failure is due to:

(a) circumstances beyond our reasonable control;

(b) any cessation or interruption of any part of the Services which are due to any act or omission of a third party (including, but not limited to, Payment Method Providers, Networks, or Acquirers) and is not caused by our breach of these Terms;

(c) us taking steps (in our reasonable and honest belief or view) to comply with any relevant requirement under the Network Rules or any Applicable Law, Sanctions Law, or the requests of any Regulator;

(d) your failure to provide complete and/or correct Data to us and/or your negligence and/or breach of these Terms;

(e) a suspension of the Services by us in accordance with these Terms;

(f) your breach of these Terms, negligence, wrongful or bad faith acts or omissions; or

(g) any deferment/withholding of the Settlement Payment(s) otherwise due to you in accordance with the provisions of these Terms.

19.3 Neither Party shall be liable for:

(a) loss of profits, revenue or anticipated savings (including those anticipated or forecast);

(b) loss of goodwill (or any other damage to reputation);

(c) loss connected with or arising from business interruption;

(d) loss of opportunity, business or contracts;

(e) loss of bargain;

(f) lost or corrupted data (or loss associated with the same); and/or

(g) any special, incidental, punitive, consequential or indirect: loss, damage, cost and/or expense whatsoever,

in each case whether such losses are direct, indirect or consequential, and even if that Party was aware of the possibility that such losses might be incurred by another Party.

19.4 Our aggregate liability to you in relation to Claims arising out of, or in connection with the Services or these Terms during each Contract Year shall be limited to:

(a) in the first Contract Year, a sum equal to the average monthly Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the period between the Effective Date and the first event giving rise to the first such Claim, multiplied by twelve (12); and

(b) in each Contract Year thereafter, a sum equal to the Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim in the relevant Contract Year; provided, however, that

(c) the foregoing limitation of liability will not apply to Claims you make against Airwallex for failing to transfer any settlement funds Airwallex receives and owes to you in connection with the Services. For these claims, Airwallex’ liability is limited to the amount that Airwallex received and owes, but failed to transfer, to you.

20. NOTICE

20.1 The Parties agree that any notice to be given under or in connection with these Terms to Airwallex shall be in writing and shall be served as follows (or otherwise as notified by Airwallex to you from time to time):

(a) by email to [email protected];

(b) by mail to 2 Embarcadero Center, 8th Floor, San Francisco, CA 94111, USA.

20.2 The Parties agree that any notice to be given under or in connection with these Terms to you shall be in writing and shall be served as follows (or otherwise as notified by you from time to time through the Airwallex Platform):

(a) by mail to any mailing address we have recorded for you in your Airwallex Profile;

(b) by email to the email address we have recorded for you in your Airwallex Profile;

(c) by other electronic communication (such as by sending you an electronic message and referring you to a notice available for viewing or to download online or in Webapp using phone or other written records we have recorded for you in your Airwallex Profile.

20.3 Where you provide an email address, we may send notices to and rely on the authenticity of communications we receive from that email address as being from and binding on you. You must ensure only you and persons with authority to act on your behalf have access to your email addresses, that they are kept secure and that you contact us immediately if you become aware or suspect any relevant unauthorized use or security compromise.

20.4 Notices sent by email or other electronic communication shall be deemed to be received on the day on which the communication is sent, PROVIDED THAT (i) any notice sent after 17:00 hours (PacificTime) on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 09:00 (Pacific Time) on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.

21. CHANGES TO THE SERVICES AND THESE TERMS

21.1 From time to time, we may vary the provisions of these Terms, the Schedules to these Terms (including the Fee Schedule). We may also make changes to the Services and our provision thereof which are necessary to comply with any Applicable Law or Network Rules. If such adjustments or changes lead to a change in software, interfaces or operating procedures, we shall notify you as soon as reasonably practicable of such adjustments or changes.

21.2 If we make changes to the terms and conditions herein affecting the Services, you shall be entitled to terminate these Terms immediately by providing written notice to us. If you do not provide us with such written notice, you will be deemed to have accepted any variation of the provisions of these Terms.

21.3 We may issue updates for the Airwallex Platform, including the Airwallex APIs, from time to time. We may need to do this to facilitate the continued and proper operation of the Platform, make improvements to the Platform or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Airwallex Platform until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate this Agreement, by giving you one month’s prior written notice.

22. GENERAL

22.1 These Terms are concluded in English and all communications (including any notices or the information being transmitted) shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

23. GOVERNING LAW

23.1 These Terms are governed by the law of the State of California.

23.2 The Parties submit to the non-exclusive jurisdiction of the courts of San Francisco, California to settle any dispute arising out of, relating to or having any connection with these Terms, and any dispute relating to any non-contractual obligations arising out of or in connection with it (for the purpose of this clause, a ‘Dispute’).

24. SET-OFF

If at any time an amount payable by you under these Terms or any other agreement with Airwallex is due but unpaid, we may withhold payment of any amount that is payable by Airwallex to you until you have made payment of the amount that you owe us. We may set off any amount that you owe us against any amount that we owe you. We may apply any credit balance in any account you have with us (including, without limitation, any Reserve) in and towards satisfaction of, or payment of, any of your obligations to pay an amount which is then due under these Terms or any other agreement you have with Airwallex.

25. FURTHER ASSURANCES

25.1 You agree, at your own expense, to:

(a) execute and do everything else reasonably necessary or appropriate to bind you under these Terms; and

(b) use your best endeavors to cause relevant third parties to do likewise.

25.2 If we determine that any part of these Terms (or a transaction in connection with it including but not limited to provisions relating to the Reserve) is or contains a security interest under applicable law, you agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which we ask and consider necessary for the purposes of:

(a) ensuring that the security interest is enforceable, perfected and otherwise effective; or

(b) enabling us to apply for any registration, or give any notification, in connection with the security interest so that the security interest has the priority required by us; or

(c) enabling us to exercise rights in connection with the security interest.

25.3 Everything you are required to do under this clause 25 is at your expense (in particular, but not limited to, preparing, registering and maintaining any financing statement or financing change statement as required under applicable law). You agree to pay or reimburse our reasonable costs, charges and expenses in connection with anything you are required to do under this clause 25.

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):

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 or Acquirer’s request.

2. Acquiring Services

2.1 You understand and agree that we have entered into an agreement with an Acquirer in order to provide certain payments services to you.

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;

(b) not to contest the ownership of the Card Network’s Marks for any reason;

(c) 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;

(d) 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:

(a) 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.

(b) 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 may impose surcharge on the Transactions paid by Cards provided that (i) the surcharge rates shall be the same for all Cards; (ii) your imposition of such surcharges does not violate Applicable Laws; and (iii) you shall comply with rules and requirements set by the Card Network and us in relation to surcharges.

3.6 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.

3.7 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.

3.8 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.

3.9 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.

SCHEDULE 3

ALTERNATIVE PAYMENT METHOD PROCESSING TERMS

You agree that the following additional terms will apply in connection with all Alternative Payment Methods.

1. Subject to these Terms, you may use, access and utilize the Alternative Payment Method to accept payments from Alternative Payment Users for sales of your goods and/or services.

2. Your use of the Alternative Payment Method is subject to:

2.1 your successful registration for and continued right to use the Alternative Payment Method in accordance with the Alternative Payment Rules;

2.2 your acceptance of and agreement to be bound by the Alternative Payment Rules;

2.3 conditions that may be notified by the Alternative Payment Provider to us from time to time.

3. You shall be solely responsible for procuring the Supporting Infrastructure and Services, and in no event shall we or the Alternative Payment Provider be liable or responsible for any Supporting Infrastructure and Services and any and all related fees and costs shall be for your own account.

4. You shall use the Alternative Payment Method solely for the Alternative Payment Transactions that involve products and/or services properly registered with and approved by the Alternative Payment Provider. Failure to comply with this requirement may result in us terminating these Terms immediately (in whole or in part) and we will not be responsible for any loss suffered by you as a result of such termination.

5. You acknowledge and agree that: (1) the Alternative Payment Provider reserves all right, title and interest in its and its affiliates’ Intellectual Property Rights; (2) all rights not expressly granted to you are reserved and retained by the Alternative Payment Provider, its affiliates or its licensors, suppliers, publishers, rights holders, or other content providers; and (3) the Intellectual Property Rights of the Alternative Payment Provider and its affiliates may not be reproduced, duplicated, copied, licensed, sold or resold without the Alternative Payment Provider’s express written consent.

6. You acknowledge and agree that the Alternative Payment Provider shall own the Alternative Payment User Data, the Alternative Payment Provider’s Marks and all Intellectual Property Rights in or to Alternative Payment User Data and the Alternative Payment Provider’s Marks. You undertake to assign or procure the assignment of all Intellectual Property Rights relating to Alternative Payment User Data to the Alternative Payment Provider or its nominee for this purpose for no additional consideration immediately upon creation. You acknowledge and agree that the Alternative Payment User Data shall be deemed to be the Alternative Payment Provider ‘s confidential information and you shall only use the Alternative Payment User Data for the purpose of complying with your obligations under these Terms.

7. You shall display Alternative Payment Provider’s Marks in accordance with Alternative Payment Rules and at least as prominently as other Payment Method Provider’s Marks.

8. You understand, acknowledge and agree that:

8.1 you shall ensure the accuracy and completeness of the information and records kept in relation to the Alternative Payment User and Alternative Payment Transactions. You shall keep such information records for a period of at least seven (7) years or such longer period as required by the Alternative Payment Rules from the date of the Alternative Payment Transaction;

8.2 you shall assume all liabilities for the legality, authenticity, completeness and validity of your instructions given in the course of your use of the Alternative Payment Method. You undertake to solely assume all risks relating to actions of the Alternative Payment Provider that are taken in accordance with your instructions or purported instructions;

8.3 you shall indemnify the Alternative Payment Provider, the Alternative Payment Provider’s partners, and the Alternative Payment Provider’s affiliated companies from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability (each an “Alternative Payment Method Claim”) arising from: (1) your use of the Alternative Payment Method ; (2) any sale or purported sale of products or services by you through the Alternative Payment Method ; (3) any breach by you of Applicable Law or mandatory codes, standards or best practice guidelines; or (4) any breach by you of these Terms;

8.4 you shall use counsel reasonably satisfactory to us and/or the Alternative Payment Provider to defend each indemnified claim. If at any time we and/or the Alternative Payment Provider reasonably determine that any indemnified claim might adversely affect us and/or the Alternative Payment Provider, we or the Alternative Payment Provider may take control of the defense at our or the Alternative Payment Provider’s respective expense. You may not consent to the entry of any judgment or enter into any settlement of an indemnified claim without our and/or the Alternative Payment Provider’s prior written consent, which may not be unreasonably withheld;

8.5 you shall comply with Alternative Payment Rules, including but not limited to processing and accepting any Refund and Chargebacks in accordance with Alternative Payment Rules;

8.6 the Alternative Payment Provider owes no direct obligations to you and shall not be responsible for any of your goods, services, actions or omissions or liable for your losses, expenses or charges;

8.7 the Alternative Payment Provider makes no other representations or warranties of any kind, express or implied, to you;

8.8 you shall not restrict the Alternative Payment Method User in any way from using the Alternative Payment Method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount from Buyers; and

8.9 upon termination of our provision of an Alternative Payment Method, you shall stop offering Buyers that Alternative Payment Method at checkout, and shall remove all marketing and advertising material related to the relevant Alternative Payment Provider.

9. The provisions of these Terms, which by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the completion, rescission, termination or expiration of these Terms, shall survive and continue to bind you and the Alternative Payment Provider.

10. You agree the following additional terms will apply in connection with Airwallex Pay:

10.1 The Alternative Payment Provider of Airwallex Pay shall be Airwallex and its affiliates (“Airwallex Group Companies”)

10.2 You acknowledge and agree:

(a) We may disclose Transaction Data, Merchant data, personal information and other information about the Merchant, or Personal Data to Airwallex Group Companies and their affiliates, agents, subcontractors and employees.

(b) Airwallex Group Companies and their affiliates, agents, subcontractors and employees may use such information to perform their obligations under a relevant agreement with us or you, operate and promote Airwallex Pay, perform analytics and create reports, and for any other lawful business purpose.

11. You agree and understand that the following additional terms will apply in connection withBNPL Transactions:

11.1 Payment from the Buyer for the value of each BNPL Transaction under a BNPL Structure is owed to you by the BNPL Provider, and if the BNPL Providerdoes not settle any such payments to you,you will have recourse only against the BNPL Provider.

11.2 Neither Airwallex nor its Affiliates provides any lending or credit facility to you or the Buyer by processing BNPL Transactions for you.

12. You agree the following additional terms will apply in connection with Direct Debit Product Transactions:

12.1 We may enable you to use a Direct Debit Product to receive Payments.

12.2 To the extent required by the Applicable Laws and/or Local Payment Rules, you shall notify the Buyer that the Buyer’s bank account will be debited via direct debit to fulfill the Buyer’s payment obligation to you in accordance with the Direct Debit Authorization.

12.3 Where pre-notification is required under Local Payment Rules and/or Applicable Law:

(a) You shall send the Buyers a pre-notification prior to collecting such Payment in accordance with the timeframe required under the Local Payment Rules and/or Applicable Law.

(b) In case of recurring collections, the pre-notification may be sent only once, provided (i) the pre-notification clearly sets out the direct debit amount and the time schedule of the due dates; and (ii) there are no subsequent changes to this information.

(c) We are not responsible, nor liable for you sending any pre-notification as required under any Local Payment Rules and/or Applicable Law.

12.4 You acknowledge that we may impose limits on the amounts that you may receive Payments for via a Direct Debit Product. We shall, at our sole discretion, determine such limits and may change the limits from time to time by providing written notice to you.

12.5 You acknowledge that the Direct Debit Products are not guaranteed payment methods, and there are risks of failed payments and disputes.

12.6 You shall:

(a) comply with the Product Documentation and the Direct Debit Authorization;

(b) be responsible for sending any pre-notification, notification, confirmation and/or any other relevant notice to your Buyers as required under the Local Payment Rules and/or Applicable Law.

(c) if you collect payments from Buyers into your Global Account via a Direct Debit Product that requires a Direct Debit Authorization, execute such Direct Debit Authorization (if applicable) and shall procure that the Buyer executes such Direct Debit Authorization prior to using the Direct Debit Product for that purpose;

(d) ensure the Supporting Infrastructure and Services comply with the requirements set out in the Product Documentation;

(e) comply with all security measures as required or recommended under the Local Payment Rules; and

(f) upon our request, promptly but in any event within the timeframe as we may reasonably require, provide us with any information relating to any Direct Debit Product Transactions and/or Direct Debit Authorisations.

12.7 In respect of the Direct Debit Product under the SEPA Direct Debit Scheme (if applicable), you shall:

(a) obtain and use a Creditor Identifier when effecting a Direct Debit Product Transaction;

(b) collect, process and store data related to the Direct Debit Authorization in accordance with the Local Payment Rules;

(c) initiate Direct Debit Product Transactions in accordance with the relevant timing requirements set out in the relevant Local Payment Rules;

(d) perform all operational tasks relevant to you under the Local Payment Rules;

(e) effect all “Rejects”, “Returns” and “Refunds” (as each term is defined in the Local Payment Rules) in relation to the Direct Debit Product Transactions in accordance with the relevant Local Payment Rules; and

(f) resolve any disputes concerning your underlying agreement and the related payments directly with the Buyer.

13. In this section:

“Applicable Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or services by the Merchant in connection with the Alternative Payment Method.

“Creditor Identifier” means a unique reference for each entity collecting payments by the SEPA Direct Debit Scheme.

“Direct Debit Authorization” means any agreement, mandate, or any other arrangement required under the Applicable Laws and/or Local Payment Rules to authorize one party to debit another party’s bank account via a Direct Debit Product.

“Direct Debit Product” means the use of direct debit under a Direct Debit Scheme as a method to receive payment from a Buyer.

“Direct Debit Scheme” means any local direct debit scheme we enable you to use from time to time.

“Intellectual Property Rights” means rights in, without limitation, (1) patents, design rights, copyright (including rights in computer software), database rights, trademarks, service marks, logos, moral rights, trade or business names, domain names, confidential information and knowledge and rights protecting goodwill and reputation, in all cases whether registered or unregistered; (2) all other forms of protection having a similar nature or effect anywhere in the world to the right described in (1); and (3) applications for or registrations of any of the above rights described in (1) or (2).

“Supporting Infrastructure and Services” means (1) point-of-sale terminals, supporting hardware and other equipment; (2) terminal financing; (3) local supporting functions; and (4) any other hardware or software systems reasonably required for the purpose of use of the Alternative Payment Method by a Merchant.

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

“Alternative Payment User” means any person who from time to time is accepted by the Alternative Payment Provider as a user of the Alternative Payment Method who purchases goods or services from the Merchant utilizing Alternative Payment Method as the payment solution.

“Alternative Payment User Data” means the Alternative Payment Users’ names, account information, Alternative Payment Transaction information, Personal Data and any other information relating to the Alternative Payment Users and/or their use of the Alternative Payment Method, which are collected by, generated by, or otherwise coming into yours or the Alternative Payment Provider’s possession or control.

“Alternative Payment Transaction” means any Transaction between a Merchant and an Alternative Payment User which utilizes the Alternative Payment Method.