Last updated: 20 October 2026

1. GENERAL

1.1 For Customers onboarded to the US Sponsored Program in eligible U.S. states:

(a) Lead Bank (“Bank”) provides the regulated financial services made available in connection with the Products pursuant to the Fund Transfer Agreement;

(b) Airwallex US LLC (“Airwallex”) acts as Bank's technology service provider and program manager in connection with those services, and separately provides the Airwallex Platform and related technology, workflow, data and support services under these terms (“Terms”);

(c) in these Terms, “we”, “us” and “our” mean Bank and Airwallex, respectively, in relation to the matters described in clauses 1.1(a) and 1.1(b); and

(d) to the extent of any inconsistency, the Fund Transfer Agreement prevails with respect to the Bank Services and other regulated financial services provided by Bank, and these Terms prevail with respect to the Customer's access to and use of the Airwallex Platform and other Airwallex product-related terms.

If you are on the US Sponsored Program and your sponsor bank was Evolve Bank & Trust, we are migrating your support to Lead Bank as your new sponsor bank, with the Fund Transfer Agreement replacing the agreements you formerly entered into with Evolve as of the date of your migration.

1.2 Pursuant to these Terms, and in accordance the Main Terms & Conditions of the Agreement, Customer may access the following Products through the Airwallex Platform (together the “Products”):

(a) “Wallet”: the Customer can electronically store, send and receive funds in the form of electronic money;

(b) “Global Account”: the Customer can access local account details for collections in Supported Currencies;

(c) “Collections”: the Customer can receive funds in Supported Currencies;

(d) “Payouts”: the Customer can request to send payments in Supported Currencies to payees in Supported Jurisdictions;

(e) “FX Conversions”: the Customer can request to convert funds from one Supported Currency to another Supported Currency; and

(f) “Direct Debit”: the Customer can receive and payout funds via Direct Debit.

1.2 These Terms only apply to the extent that the Customer uses the relevant Product(s).

1.3 Wallet. On the Airwallex Platform, the Customer may access a digital wallet that enables the Customer to electronically store, send and receive funds in the form of electronic money (or stored value, or non-cash payments, as applicable) (“Electronic Money”), in Supported Currencies. The Wallet can store only Supported Currencies made available through the Airwallex Platform.

1.4 Funding the Wallet. The Customer may load funds to its Wallet by transferring funds from a bank account or by other methods supported on the Airwallex Platform. Collected Funds will be automatically swept from the Customer’s Global Account(s) to the Customer’s Wallet.

1.5 The Electronic Money in the Wallet:

(a) will not expire, except when the Customer’s Wallet is closed;

(b) will not earn any interest or rewards for the Customer, unless otherwise agreed in writing with the Customer; and

(c) can be withdrawn at any time, subject to certain conditions as set out in these Terms.

2. COLLECTIONS

2.1 Global Account.  The Global Account is a currency collection service where the Customer will have access to local bank account details in Supported Jurisdictions and Supported Currencies. Some Global Accounts can receive funds in more than one Supported Currency, as identified in the account capability section within the Airwallex Platform. Global Accounts are for administrative purposes only and do not represent a separate bank account opened in the Customer’s name. Global Account details may be disclosed by Customer to certain approved payors (“Payors”) solely to enable inbound payments from such Payors to be credited to a Wallet balance. The Customer may not disclose or otherwise use the Global Account for any purpose other than to facilitate the use of Products. The Customer shall not sell, transfer, sublicense, or disclose Global Account details to any party, other than an approved Payor. Global Account details are unique to each Customer and must be kept secure and confidential by the Customer. Customer agrees to notify us immediately after Customer learns of, or suspects, unauthorized use of Global Accounts. The Customer’s Global Accounts may be revoked immediately at any time, for any reason, in our sole discretion, and we shall provide reasonably prompt notice of such revocation.

2.2 How balances are represented. The Customer’s Wallet will be credited only when the relevant funds have been received and made available for crediting through the applicable Product. The receipt, availability and crediting of Collections in the United States are subject to the Fund Transfer Agreement. The funds collected through a Global Account will be reflected in the Customer’s Wallet and represented as part of the balance in the Wallet for each Supported Currency. There will not be a separate balance shown for a Global Account. The Customer’s transaction activity on the Airwallex Platform is accessible by logging on to the Airwallex Platform.

2.3 Wallet Crediting. We are not responsible for any funds transferred, and will not record them as available in the Wallet, until we have actually received the funds from the Customer or via a collection through the Global Account.

2.4 Third-Party Payors. The number of methods made available to the Customer for making payment to a Global Account or Wallet from a third-party Payor may vary on a number of factors, including the Customer’s location. The transfer of funds from the Customer or other Payors to the Customer’s Wallet may depend on third-party financial institutions and payment networks. We have no control over the time it may take for the transfer of such funds to clear and settle.

2.5 U.S. Collections.  Collections for residents of certain states in the United States are subject to the Fund Transfer Agreement. Airwallex facilitates the customer interface, transmission of instructions, workflow and transaction reporting for such Collections through the Airwallex Platform in its capacity as Bank’s technology service provider and program manager. Nothing in this Clause 2.5 appoints Airwallex as the Customer’s agent or makes Airwallex the provider of the Bank Services.

3. PAYOUTS

3.1 Instruction. The Customer may submit instructions through the Airwallex Platform to make a payout, including via Airwallex Pay. The Customer must have sufficient funds in its Wallet in the relevant currency to cover the full amount of the Payout (including Service Fees) that the Customer wishes to make.

3.2 Confirmation. When we are satisfied the Customer’s instructions in relation to a payout are complete, we will issue a Confirmation. Once a Confirmation is issued, the Payout cannot be canceled by the Customer.

3.3 Settlement. The Customer must ensure there are sufficient funds in the Customer’s Wallet by the Payout Date.

3.4 Execution time. Unless a Payout is requested on a future date, a Payout will be initiated within 24 hours after the Confirmation in respect to that Payout, unless a longer period is required for us to comply with Applicable Law. Neither Airwallex nor Bank has any control over the time it may take for a payee’s bank or payment provider to credit the Payout funds to the payee, but this would generally be expected to take less than five Business Days.

3.5 Transaction limits. We may apply limits to the amount of any one or a series of Payouts (for example, to manage fraud risks), and we will notify the Customer if it does so.

3.6 Check payouts. The Customer may request to pay a third party by check. To request a check payment, the Customer must log on to the Airwallex Platform and enter the details for the designated recipient. Checks will be delivered to the Customer’designated recipient by post. Funds will be deducted from the Wallet once the check is issued. The Customer may request to cancel a check at any time before the check is cashed by the payee. If a payee fails to negotiate the check within the validity period, we will stop payment on the check and re-credit the Wallet for the amount of the payment. If a check is returned to the Customer prior to the end of the validity period, please inform us immediately so that we can stop payment on the check and re-credit the Wallet. Any obligation the Customer wishes to pay using a check must be payable in U.S. dollars to a payee located in the United States. 

4. FX CONVERSIONS

4.1 Requesting a FX Conversion. The Customer may request for a FX Conversion via the Airwallex Platform. When we are satisfied that the Customer’s instructions are complete, the Customer will be issued a Confirmation with respect to the FX Conversion. The Customer must contact [email protected] if it does not receive a confirmation or if a confirmation contains errors. Once a Confirmation is issued, it is final and binding and cannot be cancelled by the Customer (other than in accordance with clause 4.13 below).

4.2 FX Exchange Rate. The Customer may access the indicative FX Exchange Rate for a FX Conversion through the Airwallex Platform (“Rate”). The Rate will be confirmed when the Confirmation is issued. Customer acknowledges and agrees that for reasons beyond our control, the FX Exchange Rate may change before the Confirmation is issued, and that, unless cancelled in accordance with clause 4.8, the rate listed on the Confirmation shall be applied to FX Conversions.

4.3 Obtaining a rate or quote via API: The Customer may request a Rate or a Quote by providing the necessary details via the Airwallex API.

(a) A Rate will be provided in accordance with clause 4.2 above;

(b) A Quote can be obtained for one or more Validity Periods.

(i) To book a Spot FX Transaction using a Quote, the Customer must submit the Quote ID specified in the relevant Quote, through the Airwallex API, to make a Spot FX Transaction in accordance with this clause 4.

(ii) The Customer must not request or use Quotes for speculation or arbitrage. Quotes can only be used for genuine, commercial purposes. If we suspect or reasonably believe that the Customer is requesting and/or using Quotes in breach of this clause 4.3(b)(ii), we may remove the Customer’s access to this functionality or limit the Customer’s ability to request and use Quotes at our discretion.

(iii) We may impose limits on the Customer’s ability to request and use Quotes as we determine appropriate in our sole discretion.

4.4 Pre-Fund Spot FX Transactions. For a Pre-Fund Spot FX Transaction, the Customer simultaneously: (i) orders and agrees to the Pre-Fund Spot FX Transaction; (ii) agrees to have its Wallet debited; and (iii) agrees to have its Wallet credited or payout made. Consequently, the settlement of Pre-Fund Spot FX Transactions generally occurs simultaneously with the agreement to enter into the Pre-Fund Spot FX Transaction (or within two days in some circumstances).

4.5 Post-Fund Spot FX Transactions. For a Post-Fund Spot FX Transaction, the Customer: (i) orders and agrees to the Post-Fund Spot FX Transaction on a date (“Order Date”); (ii) agrees to have its Wallet debited by Wallet Settlement Cut-Off; and (iii) agrees to have its Wallet credited or payout made simultaneously with or immediately after the relevant debit is completed. Consequently, the Wallet Settlement Cut-Off of the Post-Fund Spot FX Transaction will generally be on either: (i) the Order Date; or (ii) up to two days after the Order Date. The amount debited from the Wallet on or before the Settlement Cut-Off is paid by the Customer to acquire a Post-Fund Spot FX Transaction.

4.6 Open Position Limit. If the Customer requests and is granted the ability to book Post-Fund Spot FX Transactions, the Customer will be able to book Post-Fund Spot FX Transactions up to a certain value (“Open Position Limit”) specified by us. If the Customer fails to fund Post-Fund Spot FX Transactions in accordance with this clause 4, we may suspend or cancel an Open Position Limit at its sole discretion and/or take steps to unwind the overdue Post-Fund Spot FX Transaction at the prevailing FX Exchange Rate and pass on all associated losses and costs to the Customer.

4.7. FX Forward Transactions. An FX Forward Transaction is a FX Conversion with a confirmed FX Exchange Rate that settles more than 3 days after the Confirmation Date. This product is only offered in certain jurisdictions to certain customers. Access to this product is subject to our prior approval. If the Customer is approved to enter into FX Forward Transactions, the Customer may request to book a FX Forward Transaction (including as part of a scheduled Payout) by providing instructions through the Airwallex Platform. The FX Exchange Rate (if applicable) will be specified at the time of booking unless approval is required in which case it will be at the time of approval. If the request is agreed to, a Confirmation will be provided setting out the details of the FX Forward Transaction, including Settlement Cut-Off and Settlement Date. Customer agrees that it is responsible for reviewing the Confirmation to ensure that it corresponds with its instructions and to ensure there are sufficient funds in its Wallet by the specified Settlement Cut-Off. 

4.8. Unless expressly granted permission otherwise, Customer may only book FX Forward Transactions for or in connection with a contract or arrangement (existing or proposed) wholly referable to the provision of property (other than currency) or services or employment at fair or market value (“Permitted Purpose”). FX Forward Transactions must not be used for investment or speculative trading purposes, conversion arbitrage, conversion options or any other activity that we determine is primarily for the purpose of gaining or making gains based on currency conversion. If we reasonably believe that Customer intends to book, or has booked, the FX Forward Transaction other than for the Permitted Purpose:

(a) instructions in respect of an FX Forward Transaction may be declined; or

(b) if instructions were already accepted, the FX Forward Transaction may be canceled and deduct all associated costs from the Pre-Payment Amount.

4.9 Pre-Payment Amount. At the time of booking a FX Forward Transaction or scheduled Payout, Customer will need to pay a percentage of the sell currency amount (“Pre-Payment Amount”). the Pre-Payment Amount will be specified during the booking process and will be deducted from the Customer’s Wallet when the request to book the FX Forward Transaction is accepted.

4.10. No advice. We will enter into FX Forward Transactions as principal and on an execution-only basis. FX Forward services do not include investment advice or personal recommendations. We provide no representations as to the suitability of FX Forward services. Customer is responsible for obtaining any legal, accounting, financial or tax advice required to determine whether FX Forward services are suitable for Customer’s needs. Insofar as is permissible under all relevant rules, regulations and laws, We owe no fiduciary duty or any similar obligation in respect of FX Forward services.

4.11. FX Limit Orders. The Customer may request to book a FX Limit Order by specifying the desired FX Exchange Rate (“Target Rate”) and expiry date at the time of booking. Provided that the Customer has sufficient funds in the source currency at the time the Target Rate is reached or exceeded by the FX Exchange Rate, the FX Conversion will be executed under the same conditions as a Pre-Fund Spot FX Transaction (“FX Limit Order”).

4.12. Settlement requirements. The issuance of a Confirmation means that the FX Conversion is final and binding and cannot be cancelled (other than in accordance with clauses 4.13, 5 and 6). The amount of your FX Conversion from Customer’s Wallet will be deducted after a Confirmation is issued. However, if the Customer is approved to post-fund it must: deposit any amount specified in the Confirmation in cleared funds by Settlement Cut-Off. If the Customer fails to fund a FX Forward Transaction, we may cancel and unwind the FX Forward Transaction and pass on all associated costs and fees to the Customer (including any Cancellation Delta).

4.13 Canceling a FX Transaction. After a FX Transaction Confirmation is issued but before the Settlement Cut-Off, the Customer may make a Cancellation Request via the Airwallex API, which will be confirmed in a Cancellation Confirmation. Any delta between the FX Exchange Rate quoted in the Confirmation and the FX Exchange Rate applicable to a Reverse Conversion in furtherance of a Cancellation Request (“Cancellation Delta”) will be debited from or credited to, as applicable, to the Customer’s Wallet. The Customer may not withdraw, amend, or cancel a Cancellation Request after a Cancellation Confirmation has been issued.

5. MARKET DISRUPTION AND ERRORS

5.1 Market Disruption. If, in our reasonable opinion, a Market Disruption occurs after the Customer has been provided with an FX Exchange Rate, until we reasonably determine the period of Market Disruption has ended, we may revise any FX Exchange Rate, or any rate or margin component of any FX Exchange Rate, with immediate effect.

5.2 Error in FX Exchange Rate. If a FX Conversion is executed at a FX Exchange Rate that clearly and materially deviates from the market price, the Customer must not rely on such obvious error. In such cases, we may declare that the FX Conversion is not binding and the Customer will need to return any amounts made under the FX Conversion and we will reprocess such FX Conversion at the correct rate.

5.3 Fee Payment. This Clause 5 does not limit or otherwise affect the Customer’s obligation to pay any fees or other charges or amounts due under the Agreement.

6. REVERSALS & REJECTIONS

6.1 Declining Customer request. We may decline the Customer’s request to make a Payout or FX Conversion if the Customer does not provide sufficient funds by the Settlement Cut-Off or if the Customer is otherwise in breach of the Agreement or the Fund Transfer Agreement. The Customer’s request to make a FX Conversion may also be declined if it is deemed to be for speculative trading purposes.

6.2 Canceled/Delayed Transactions. We reserve the right to withhold, reject, condition, or delay any transaction in order to comply with Applicable Law. We may at our sole discretion, acting reasonably, decide to cancel a FX Conversion or Payout, or delay a FX Conversion or Payout by rolling it over to the next Settlement Date or Payout Date (as applicable), due to reasons outside of our control.

6.3 Break costs. Without limiting any other provision of these Terms, if all or part of any FX Conversion or Payout has been funded or arranged on the Customer’s instruction, and the Customer cancels or fails to fully fund that FX Conversion or Payout, the Customer will indemnify us on demand against any Losses incurred or suffered by us as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.

6.4 Reversals. We may need to reverse a transaction and either deduct funds it has credited to the Customer’s Wallet, or return funds we have debited from the Customer’s Wallet, including in the following circumstances:

(a) the sender, or any relevant payment services provider, reverses a transaction or is likely to reverse a transaction;

(b) the sender made a transfer to the Customer by mistake;

(c) the Customer has provided incorrect instructions for the transaction;

(d) we suspect that a transaction is fraudulent, or is in breach of these Terms or Applicable Law; and

(e) we otherwise exercise our rights under the Fund Transfer Agreement and/or the Agreement.

6.5 Where a currency conversion is required in connection with the reversal of a transaction, the conversion will be performed at the prevailing FX Exchange Rate applicable at the time of the reversal or at the FX Exchange Rate applicable to the original transaction, at our sole discretion.

6.6 We may choose to make a reversal in the currency of the original transaction or in a different currency. For example, where the original transaction is not in a Supported Currency which can be held in the Customer’s Wallet, the amount of the reversal will generally be converted into the Customer’s Base Currency.

6.7 Refunds via Airwallex Pay. Where a refund is processed via Airwallex Pay, the refunded amount will be in the same Supported Currency as the original payment.

6.8 Transfers using correct details. The Customer will ensure funds are transferred using the correct bank details and any unique transaction reference number details through the Airwallex Platform. If the Customer does not provide accurate details, then Customer’s Wallet may not be credited. In such cases, we will not be liable for any loss the Customer incurs, although reasonable efforts will be used to investigate and credit or return incorrect and inaccurately referenced payments into or from the Wallet.

6.9 Obligation to repay. The Customer cannot have a negative balance in its Wallet. If any transactions or charges (including any chargeback, reversal of a transaction, or deduction of fees) take the Customer’s Wallet below zero, the Customer must immediately repay the amount owed, without requiring notice to do so. If the Customer does not, use of the Customer’s Wallet or the Services may be suspended or refused. We may also take reasonable steps to recover any amount owed (such as taking legal action or using debt collection services) and charge the Customer for the cost of these services.

6.10 Deducting funds from Wallet for sums owed, including the Service Fees. The Customer authorizes us to deduct the Service Fees, any Cancellation Delta and any other amounts owed by the Customer from time to time from the funds in the Wallet. If the Customer does not have enough funds in its Wallet to cover these amounts, the Customer’s instructions may be declined or the Services may be refused.

7. WITHDRAWAL

7.1 Withdrawing funds. After the Customer has repaid any money it owes to us, if the Customer still has funds in its Wallet at the time these Terms and/or the Agreement are terminated, the Customer should withdraw those funds either before the Wallet is closed, or within a reasonable period of time following its closure. After a reasonable amount of time has passed since the Customer’s Wallet has been closed, any remaining funds will be transferred to the bank account the Customer last notified through the Airwallex Platform. If we are unable to do so we will maintain the Customer’s Wallet for a reasonable period and use reasonable endeavours to refund the funds to the Customer during this period. After this period, we will use such funds at our reasonable discretion. We may delay or restrict the withdrawal or transfer of any remaining funds for up to 150 days following termination of these Terms or closure of the Wallet, or for such longer period as is reasonably necessary for us to comply with our legal or regulatory obligations.

8. DIRECT DEBIT

8.1 We may enable the Customer to link one or more accounts at a third party financial institution to its Airwallex account (each such account a “Linked Account”). A Linked Account may be used to (a) credit or transfer funds to the Customer’s Airwallex account; (b) collect any fees or other amounts owed by Customer to us or our Affiliates under the Agreement, or (c) credit the Linked Account to correct erroneous debits; in each case, until the Direct Debit Authorization is revoked.

8.2 To enable the Customer to make use of the Direct Debit Product, the Customer authorizes debits to its Linked Account as set out in the Direct Debit Product Documentation or the Direct Debit Authorization. 

8.3 To verify ownership of the Customer’s Linked Account, we may perform a micro transaction validation process, whereby we will credit a small amount (a “Micro Transaction”) in the Customer’s Linked Account. We will request confirmation from the Customer of the exact amount(s) of such Micro Transaction. If the Customer fails to provide confirmation of the amount of the Micro Transaction within one business day, the Customer will not be able to use the Direct Debit Product.

8.4 In addition, to verify ownership of a Linked Account, we reserve the right at any time to request additional information from the Customer, including but not limited to bank statements, or voided checks.

8.5 The Customer acknowledges that we impose limits on the amounts that may be collected, or paid out, via direct debit. We shall, at its sole discretion, determine such limits and may change the limits from time to time by providing written notice to the Customer.

8.6 To the extent required by the Applicable Laws, we shall notify the Customer that its Linked Account will be debited in accordance with the Direct Debit Product Documentation and the Applicable Laws.

8.7 The Customer shall at all times comply with the Direct Debit Product Documentation and the Direct Debit Authorization when using the Direct Debit Product.

9. DEFINITIONS

9.1 In these Terms, the following words have the following meanings (unless the context requires otherwise). All other capitalised words have the meaning given in the Service Agreement:

“Advance Payment Deposit” means an amount of collateral required to be paid by the Customer to us in connection with certain Post-Fund Spot Transactions;

“Airwallex Pay” means the service provided allowing customers of Airwallex Group to make payments to other customers of Airwallex Group by transferring funds in Supported Currencies between their accounts on the Airwallex Platform as payment for goods or services;

“Base Currency” has the meaning set out in the Agreement Details in respect of each Region;

“Cancellation Confirmation” means the confirmation of the Customer’s instructions through the Airwallex Platform to cancel a FX Conversion in accordance with Clause 4.8;

“Cancellation Delta” has the meaning given in Clause 4.8;

“Cancellation Request” means the Customer’s request to cancel a FX Conversion made in accordance with Clause 4.8;

“Collected Funds” has the meaning given in Clause 2.1;

“Collections” has the meaning given in Clause 2;

“Confirmation” means our response and confirmation to the Customer’s instructions for an FX Conversion, a Payout, or both;

“Customer Margin” means the amount specified as such in the Airwallex Platform that applies to the Customer, or any other percentage or amount that we may notify the Customer in writing from time to time;

“Direct Debit Authorization” means any mandate, approval, or other agreement required by a Direct Debit Scheme to authorize a party to debit a bank account held by the Customer, and/or any additional arrangement or agreement we require in relation to the Customer’s use of the Direct Debit Product.

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

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

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

“Electronic Money” has the meaning given at clause 1.3;

“FX Base Rate” means the currency exchange base rate specified for an FX Conversion and Settlement Date having regard to costs provided by our foreign exchange rate service providers, the interbank exchange rates and relevant market conditions, and is referred to as “awx_rate” in the Airwallex API;

“FX Conversion” means an agreement between the Parties in which one currency is sold or bought against another currency at an agreed FX Exchange Rate including a Spot Contract;

“FX Exchange Rate” means the FX Base Rate plus any other margin that may be applicable to the Customer, including the Customer Margin, and is referred to as “client_rate” in the Airwallex API;

“Guaranteed Quote” means a quote generated via the Airwallex API that specifies a FX Exchange Rate for a selected currency pair that can be used to book a FX Conversion during a specified Validity Period.

“Indicative Rate” means an indicative FX Exchange Rate for a selected currency pair when requested through the Airwallex API. 

“Market Disruption” means any action, event or circumstance which, as determined by us in our sole discretion: (i) has the direct or indirect effect of hindering, limiting or restricting the ability of us or our group companies to obtain a firm quote of an offer price, convert any currency into any other currency, or to transfer any sum to any other country or within the same country; (ii) results in any purchase currency not being available in the interbank foreign exchange market in accordance with normal commercial practice; or (iii) constitutes unusual price volatility in the foreign exchange markets;

“Order Date” has the meaning given in Clause 4.4;

“Payout” means a payment to be made by the Customer to a payee through the Airwallex Platform and includes payments made via Airwallex Pay;

“Payout Date” means the date nominated by the Customer in its instructions to us for the Payout to be made to the payee. The Payout Date must be a Business Day in both countries (i.e. the countries where the parties are located to transact business);

“Post-Fund Spot FX Transaction” means an FX Conversion that is funded and executed in accordance with the procedure set out in Clause 4.4;

“Pre-Fund Spot FX Transaction” means an FX Conversion that is funded and executed in accordance with the procedure set out in Clause 4.3;

“Quote” means a quote generated via the Airwallex API that specifies a FX Exchange Rate for a selected currency pair that can be used to book a FX Conversion during a specified Validity Period.

“Rate” means an indicative FX Exchange Rate for a selected currency pair when requested through the Airwallex API. 

“Reverse Conversion” means an offsetting trade required to reverse the fixed side of the original FX Conversion performed by us at the prevailing FX Exchange Rate in order to execute a the Customer’s Cancellation Request;

“Settlement Date” means the date on which the settlement of an FX Conversion or Payout will occur as relevantly specified in the Confirmation or otherwise notified to the Customer through the Airwallex Platform;

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

“Validity Period" means the period of time in which the FX Exchange Rate specified in an Executable Quote can be used to book a Spot FX Conversion via the Airwallex API. The available Validity Periods are 1 minute, 15 minutes, 30 minutes, 1 hour, 4 hours, 8 hours and 24 hours, and the selected Validity Period will be specified in the Executable Quote;

“Wallet” has the meaning given at clause 1.3; and

“Wallet Settlement Cut-Off” means, in respect of an FX Conversion or Payout, the time and date where sufficient cleared funds must be in the Customer’s Wallet in order to fund the relevant transaction which will generally be the time and date on which the relevant Confirmation is issued, unless a different time is specified in the Confirmation or otherwise notified to the Customer through the Airwallex Platform.

IDR SUPPLEMENT

The Parties agree that the terms of this Indonesia Supplement apply where the Customer: (i) transfers or receives Indonesian Rupiah from Indonesia, or (ii) converts Indonesian Rupiah from Indonesia to other Supported Currencies (together, the “Indonesia Services”)

1. SERVICES

1.1 Limited Agent. The Customer appoints us, and we accept such appointment, as the Customer’s limited agent for the sole purpose of:

a. receiving payments in Indonesia Rupiah on the Customer’s behalf from each Third-Party Payer (as defined below) (Collection) and remitting them; and

b. performing a foreign exchange transaction on the Customer’s behalf and converting amounts in respect of Indonesia Rupiah (FX Conversion).

1.2 Collection. The Customer represents and warrants to us that all payments in Indonesia Rupiah that we or our partners receive through the local bank account in the relevant jurisdiction, as the case may be, are solely in payment for the Customer’s provision of bona fide goods and/or services to the Customer’s own Non-Resident customers (each, a Third-Party Payer).

1.3 For Collection, the Customer agrees that upon us receiving payment from a Third-Party Payer:

i.the Customer will be deemed to have received payment from such Third-Party Payer;

ii.such Third-Party Payer’s obligation to the Customer in connection with such payment will be satisfied in full;

iii.any claim the Customer has for such payment against such Third-Party Payer will be extinguished; and

iv.the Customer is obliged to deliver the applicable goods and/or services to the Third-Party Payer, in each case, regardless of whether or when we make such payment to the Customer.

1.4 The Customer will notify its Third-Party Payers that we are acting as its agent for purposes of receiving payment on behalf of the Customer. Any receipt provided to a Third-Party Payer will be binding on the Customer and will satisfy all applicable regulatory requirements.

1.5 FX Conversion. We, as the Customer’s limited agent, agree to ensure that any amounts received by it from a Third-Party Payer, are converted by way of foreign currency exchange Indonesia Rupiah into the relevant Supported Currency as designated by the Customer.

1.6 Entirety of obligations. This Clause 1 sets out the entirety of our obligations as the Customer’s limited agent for the Services, and no other obligations shall be implied by our undertaking to act in that limited capacity as the Customer’s agent.

2. INFORMATION OBLIGATIONS

2.1 The Customer acknowledges and agrees that:

a. Our local banking partner must comply with local regulatory requirements (including the Daily Deposit Limit and the Standing Balance Limit) and applicable law in Indonesia and that the Customer must therefore provide us with:

i. the Required Transaction Data; and ii. any other information, documents and other evidence as reasonably requested by us in order to comply with those requirements and our policies with respect to those requirements,

(together, the Required Information) at the time of submitting any Collection request in order for such Collection request to be processed by us.

b. if the Required Information is not provided in form and substance satisfactory to us within the specified timeframe, we may immediately reject the Collection and return the relevant funds (or any Excess Proportion) to the sender or refuse to remit the funds (as the case may be). If the relevant funds (or any such Excess Proportion) cannot be returned, we will pay the funds to a suspense account and pay the funds to the sender or the Customer in accordance with applicable law; c. until the Required Information is provided, the Indonesia Rupiah received with respect to a Collection will not show as available in the IDR account and the Customer will not have access to such funds; d. If we have not received conversion and remittance instructions from the Customer, but has received the Required Information in form and substance satisfactory to us, we may in its absolute discretion (i) auto-convert the funds received with respect to a Collection to another Supported Currency (as reasonably determined by us, at the then prevailing foreign exchange rate) and show the converted funds as available in the relevant account (Auto-Conversion and Auto-Remittance); or (ii) reject the Collection and return the relevant funds (or any such Excess Proportion) to the sender; e. Auto-Conversion and Auto-Remittance will occur within 2 hours of our receipt of both the funds and the Required Information, and that we accept no liability for any loss or damage incurred by the Customer or any Third-Party Payer (as the case may be) in respect of such Auto-Conversion and Auto-Remittance; f. any funds received by us for Collections will only be used by us for that purpose, Auto-Conversion and Auto-Remittance, or will otherwise be rejected and returned to the sender; g. any funds received by us for remittance will only be used by us for that purpose, Auto-Conversion and Auto-Remittance, or will otherwise be rejected and returned to the sender; and h. nothing in these Specific Terms limit the Customer’s other obligations with respect to information or payment obligations in the Agreement or other terms and conditions agreed with us.

3. DEFINITIONS

In this Indonesia Supplement, the following words have the following meanings. All other capitalised terms shall have the meaning given in the Definitions Schedule to the Terms:

“Daily Deposit Limit” means the requirement for us to provide the Required Transaction Data in support of any Indonesian Rupiah deposits that exceed a certain prescribed threshold, as amended from time to time;

“Excess Proportion” means that proportion of any funds provided in excess of the applicable Daily Deposit Limit.

“Non-Resident” means persons resident outside Indonesia.

“Required Transaction Data” means seller location, order ID, order date and time, currency, line total, category, item name, item quantity, item unit, description, item url, shipment provider (for goods only), shipment tracking number (for goods only), and store/service location, in such form as is required by us at its absolute discretion.

“Standing Deposit Limit” means the requirement for us not to exceed $3.5 million US Dollars (or the applicable Indonesian Rupiah equivalent) measured across the entire balance of our/our partners’ local bank account, as amended from time to time.