EMBEDDED FINANCE USER TERMS EMBEDDED ACQUIRING Airwallex (UK) Limited

GENERAL TERMS

  • THESE GENERAL TERMS

    • These general terms (‘General Terms'), contain terms and conditions governing the relationship between you ('Customer’, ‘you') and Airwallex (UK) Limited (‘Airwallex’, ‘us’, or ‘we’) and govern your use of any of our services (‘Services’), which include the use of mobile applications, websites, software and other products we offer. In these General Terms, the Customer and Airwallex are individually referred to as a 'Party', and collectively as the 'Parties'.
    • You should download a copy of these General Terms and keep them for future reference, or you can ask us for a copy at any time. You can always request the most current version of these General Terms by sending an email to support@airwallex.com.

    • Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with this Agreement:

      • Acceptable Use Policy;
      • Privacy Policy;
      • any other terms referenced in this Agreement.
    • If we need to send you information in a form that you can keep, we will either send you an email or provide information on our website or via the Airwallex Platform that you can download. Please keep copies of all communications that we send to you.
    • Our company information. The Services are offered by Airwallex (UK) Limited (Company No. 10103420), which has its registered office at Labs House, 15-19 Bloomsbury Way, London, United Kingdom, WC1A 2TH. Airwallex is authorised by the United Kingdom Financial Conduct Authority (‘FCA’) under the Electronic Money Regulations 2011 (‘EMRs’) (firm reference number 900876).

    • How to contact us. You can contact us by:

      • emailing us at: support@airwallex.com.
      • sending mail to us at: Labs House, 15-19 Bloomsbury Way, London, United Kingdom, WC1A 2TH.
      • sending us a message through the contact links on our website: www.airwallex.com.
      • via the Platform (if applicable).
    • How we will contact you. We will contact you using the contact details you provided when you registered or such other contact details that you provide to us from time to time – please keep these up to date. By using our Services, you agree to receive electronic communications from us.

  • SERVICES

    • Airwallex provides various types of Services which you may choose to use from time to time. These Services may include collection services, payout services, foreign exchange services, online payment acceptance services, card services, business administration services and technology services. By using the Services, you agree to any additional terms specific to the Services you use (‘Additional Terms’). The Additional Terms, together with these General Terms and the Fee Schedule, become part of your agreement with us (collectively, the ‘Agreement').
    • In order to use the Services, you must provide the necessary information (as prompted through the Airwallex Platform or as otherwise requested by Airwallex) to register and create an Airwallex Profile. If required by Airwallex, you must provide the bank account details to be linked to your Airwallex Profile.

    • Airwallex will only create an Airwallex Profile and allow you to use the Services, and continue to use the Services, if Airwallex is satisfied with the information you have provided and Airwallex is able to verify this information. Airwallex may refuse a request to create an Airwallex Profile and use the Services in Airwallex’s sole discretion (for example if Airwallex reasonably believes the Customer is in breach of the Acceptable Use Policy or it is prohibited, restricted or otherwise limited by legislation, requirements, policies or otherwise). You must provide us with complete, accurate and up-to-date information at all times, including any information we require to verify the authenticity of transactions, such as supporting invoices or documentation.

    • Each Customer can only have one Airwallex Profile, unless Airwallex agrees otherwise in writing. If Airwallex discovers that a Customer has more than one Airwallex Profile, in its discretion, Airwallex may either merge or close any duplicate profiles, or terminate any Services provided.  
    • Once Airwallex has created the Customer’s Airwallex Profile, the Customer can submit a request to open an Airwallex Account by logging on to the Airwallex Platform and providing the necessary information, including any additional information that Airwallex may require from time to time.

    • The UK Financial Services Compensation Scheme (‘FSCS’) does not apply to the funds in your Airwallex Account. As a firm regulated under the EMRs, Airwallex holds funds corresponding to electronic money in your Airwallex Account in one or more segregated bank accounts separately from the funds of Airwallex. Whilst the funds are not held on trust for you, in the event of our insolvency, you will be paid from these segregated bank accounts in priority to other creditors in accordance with Applicable Law.

    • Airwallex may place interim or permanent restrictions on the use of all or any part of the Services depending on certain regulatory requirements, the Customer’s country of residence, identity verification checks or business requirements, as described in the Acceptable Use Policy. Such restrictions will be communicated to the Customer, at the time the restriction is put in place or, if that is not practical due to urgent or unforeseen circumstances, promptly after the restriction is put in place. In addition, Airwallex may be required to respond to and comply with binding and effective orders affecting the Customer’s receipt of the Services, including but not limited to, demands, writs of attachment, liens, subpoenas or other orders or notices issued by a court of competent jurisdiction, tribunals, committees, regulators, or any government agencies (“Orders”). As a result, Airwallex may take certain actions including but not limited to holding payments, releasing funds, or disclosing data or information about the Customer and the Customer’s transactions to a Regulator. Unless prohibited by Applicable Law, Airwallex will make reasonable efforts to notify the Customer of any such action. The Customer acknowledges that Airwallex does not have any obligation to contest or appeal any Orders involving the Customer. Airwallex is not liable for any losses, whether direct or indirect, or any other consequences that the Customer may incur or suffer in relation to Airwallex’s response or compliance with an Order.

    • To the extent that any Services are accessed via an Airwallex API:

      • the Customer shall only use such API to access the relevant Services, and in accordance with any rules or guidelines issued by Airwallex from time to time (including those available at https://www.airwallex.com/docs/api#/Introduction); and
      • Airwallex and its Affiliates shall have no Liability in respect of any failure by the Customer to comply with Clause 2.8(a).
    • Supported Currencies. The Services relate to a range of Supported Currencies. The Supported Currencies may differ depending on the Service. More information about the Supported Currencies for each Service are available on www.airwallex.com or the Airwallex Platform.

  • CHANGES TO THE TERMS

    • Subject to Clause 3.2, we may change the General Terms (including the Service Fees) by giving you two (2) months’ prior written notice. We will consider that you have accepted the proposed changes if you do not terminate the General Terms by giving us written notice during the notice period.
    • If you are a Corporate Customer, clause 3.1 does not apply and we may change these terms (including the Service Fees) by giving you one (1) month’s prior written notice. We will consider that you have accepted the proposed changes if you do not terminate these terms by giving us written notice during the notice period.

    • We may also make some changes to the General Terms immediately, without prior notice, if they:

      • are required by Applicable Law or we are requested to do so by a Regulatory Body; or
      • relate to the addition of a new service or extra functionality of our Services and do not materially affect terms relating to the existing Services.
    • You should stop using our Services if you do not agree to these changes. If you keep using our Services after we have notified you of or announced any such changes (whether through our website or other means), we will treat you as having accepted the changes.

  • AUTHORISED USER

    • The Customer may appoint an Authorised User to act on its behalf to conduct certain transactions or give instructions to Airwallex under the General Terms. The Customer must set up each Authorised User with a User Profile and promptly provide Airwallex with the following details of any of the proposed Authorised Users: name of the Customer, name of the Authorised User, address and billing address of the Customer, phone and email address of the Authorised User, and any other contact or identification information of the Authorised User that Airwallex may reasonably require. The Customer will ensure that the Authorised Users comply with the General Terms and in respect of the Customer's obligations and liabilities under the General Terms, references to 'Customer', 'you' and 'your' shall (where the context requires) be read as including its Authorised Users.
    • Airwallex will receive instructions from the Authorised User(s) through the Airwallex Platform via the Webapp or, under prior arrangements agreed with Airwallex, manually through a representative of Airwallex.

    • The Customer agrees that:

      • the Authorised Users have the authority and capacity to provide instructions for the provision of Services to Airwallex on the Customer's behalf;
      • Airwallex will rely on the authority of the Authorised User, and the Customer will be bound by the actions of the Authorised Users, until the Customer provides Airwallex with written notice withdrawing or otherwise varying the authority of an Authorised User;
      • the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users;
      • Airwallex may refuse access to the Authorised User(s) if Airwallex is concerned about unauthorised or fraudulent access; and
      • the Customer will promptly report to Airwallex any infringements or unauthorised access to the Airwallex Platform, including the Webapp, Airwallex APIs or any Service.

  • CUSTOMER DUE DILIGENCE

    • To meet our obligations under Applicable Law, before we provide our Services to you and from time to time during our provision of Services to you, we may carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant) and Authorised Users together with any parties involved in your transactions or use of the Services. You must provide us with complete, accurate, and up-to-date information at all times. You will promptly provide any additional information we require at any time, at the latest within two (2) Business Days of a request from us. For example, we may request information to confirm the authenticity of certain transactions. You acknowledge that we may not provide you with any of our Services until we have received all the information we require. We will not be responsible for any loss arising out of your failure or delay in providing us with the information we require.
    • You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports. We may keep records of such customer due diligence checks in accordance with Applicable Law.

    • You agree that our provision of, and your ability to use, the Services is subject to:

      • successful completion of the initial, and any subsequent, customer due diligence checks including credit evaluations (if applicable); and
      • there being no material changes to your credit status during the term of the General Terms.

  • SAFETY AND SECURITY

    • Authentication. In order to use the Airwallex Platform, the Customer (or an Authorised User) must log in using the unique password and any multiple-factor authentication requested by Airwallex: for example, Airwallex may require the Authorised User to authenticate that they are the Authorised User when logging in to the Airwallex Platform, or for certain transactions made using the Airwallex Platform. The Customer must store all log-in information and passwords to access the Airwallex Platform safely and securely at all times and only allow Authorised Users to access the Services.

    • You agree that our provSuspected compromises of safety and security. The Customer must contact Airwallex immediately by email to support@airwallex.com and change its password if it suspects:ision of, and your ability to use, the Services is subject to:

      • access to the Airwallex Platform or other of its security credentials are stolen, lost, used without authorisation or otherwise compromised; or
      • someone else has found out the Customer’s log-in information and password for its access to the Services.
    • Any undue delay in notifying Airwallex may affect the security of the Customer’s access to the Airwallex Platform and result in the Customer being responsible for financial losses.

    • Check transactions regularly. The Customer must notify Airwallex immediately by email to support@airwallex.com to report any (i) suspected or actual unauthorised transaction, (ii) incorrectly initiated or executed transactions such as those having not been executed or having been executed late, (iii) certain charges and interest the Customer is liable to pay as a result of such transactions, or (iv) other security concerns regarding the Airwallex Platform. If the Customer does not notify Airwallex of any such matters, without undue delay, and at the latest within 13 months (or within three (3) if you are a Corporate Customer) of the debit date of the transaction, on becoming aware of any unauthorised or incorrectly executed payment transaction, you may lose the right to have the matter corrected or money refunded. You also may not be able to claim a refund if:

      • if the Customer has breached these terms;
      • if the Customer has given Airwallex incorrect instructions for the transaction (Airwallex may reasonably assist the Customer to recover the funds, where possible, but does not guarantee that this would be successful); or
      • in respect of any losses that are not the direct result of Airwallex’s act or omission.

    • Unauthorised transactions. We will refund you as soon as practicable for a transaction that was not authorised by you (an ‘unauthorised transaction’). We will do so no later than the end of the Business Day following the day on which we become aware of the unauthorised transaction. When refunding you, we will restore your balance to the balance you would have had in the event that the unauthorised transaction had not taken place. The following applies:

      • Where the Services, your Airwallex Account, or any log-in information and passwords are used without your authorisation you will be liable for the first GBP 35 of any unauthorised transaction if we believe you should have been aware of the unauthorised use. We will not hold you liable for the first GBP 35 if the unauthorised transaction was caused either by our act or omission, or those of a third party expressly carrying out activities on our behalf. Your liability for the first GBP 35 also does not apply to any unauthorised transactions made after you have notified us that your Airwallex Account may have been compromised (using the details given by us);
      • if you do not notify us of security issues within 13 months (or within three (3) if you are a Corporate Customer) from the date of the Payment we will have no liability for the unauthorised transaction;
      • if you, or anyone else acting on your behalf, has acted fraudulently, we will not refund you in any circumstances;
      • you will be solely liable for all losses if you have (i) acted fraudulently, (ii) with intent or gross negligence compromised the security of your Airwallex Account or the Airwallex Platform or (iii) with intent or gross negligence failed to, comply with your obligations to use them in accordance with these terms, and to take all reasonable steps to keep all log-in information and passwords confidential and secure;
      • we will only provide a refund if this is permitted under Applicable Law; and
      • if you gave us incorrect instructions for the Payment, we may reasonably assist you to recover the funds, where possible, but do not guarantee that this would be successful.
    • Non-execution or defective execution of transactions. Unless we can prove that the payment service provider of the recipient has received the amount of your Payment on time, we will be liable to you and will – without undue delay – refund your Airwallex Account (the credit value date being no later than the date on which the amount was debited) with the amount of the non-executed or defective Payment. Where applicable, we will then restore you to the position you would have been in had the defective Payment not taken place. Upon request, we will immediately – without charge – make efforts to trace any non-executed or defectively executed Payment and will notify you of the outcome.
    • Late execution of transactions. Unless we can prove that the payment service provider of the recipient has received the amount of your Payment on time we will be liable to you. Where a Payment is executed late, and this is our fault or if you ask us to, we will request the payment service provider of the recipient of your Payment to ensure that the credit value date for the recipient's account is no later than the date the amount would have been value dated if the transaction has been executed correctly.

    • The Customer acknowledges that:

      • Airwallex will not be responsible for or otherwise guarantee the performance of any transaction the Customer enters into via the Airwallex Platform;
      • the Customer must provide or obtain any equipment or telecommunications lines and connections that may be necessary for the Customer to use or connect with the Airwallex Platform;
      • certain software and equipment the Customer use may not be capable of supporting certain features of the Airwallex Platform;
      • it is the Customer’s responsibility to configure and update its information technology, software and equipment in order to access the Services or the Airwallex Platform; and
      • the Customer will be liable for all Losses incurred by Airwallex arising out of any error, default, negligence, misconduct, or fraud by the Customer, its employees, directors, officers, or representatives, or anyone acting on its behalf.
    • Where Airwallex refunds the Customer for an unauthorised transaction but subsequently finds that the customer did not comply with its obligations under this Clause 6, the Customer must reimburse Airwallex for the value of the unauthorised transaction.

  • REPRESENTATIONS & WARRANTIES

    • Customer representations and warranties. The Customer represents, warrants and undertakes on an ongoing basis that:

      • if the Customer is natural person, the Customer is at least eighteen (18) years of age;
      • if the Customer is a company, the Customer is a company duly incorporated under the laws of its place of its formation;
      • the Customer is not a person or entity that is listed on any sanctions list drawn up by the United Nations, European Union, United Kingdom, United States or other country from time to time (for example, the Consolidated List of Financial Sanctions Targets in the United Kingdom maintained by HM Treasury);
      • the Customer has full capacity, authority and all necessary licences, permits and consents to enter into and to exercise the rights, and perform its obligations under, the General Terms;
      • the Customer will comply with the Network Rules (the Network Rules applying to it at the time of you agreeing to these General Terms are covered by the terms of the Agreement.);

      • the Customer’s entry into and performance of the General Terms do not:

        • conflict with or result in the breach of or default under any provisions of the Customer’s articles of incorporation or association, by-laws or any other constituent documents; and
        • conflict with or result in the breach of any Applicable Law or other restrictions or obligations that the Customer’s business is subject to;
    • Conduct. The Customer is solely responsible for any use of the Services, the Webapp and other features of the Airwallex Platform, including the content of any data or transmissions it executes through the Airwallex Platform, or by any Authorised User. The Customer will use all reasonable endeavours to ensure that no unauthorised person will or could access the Airwallex Profile, any of the Services or other features of the Airwallex Platform or the Webapp. The Customer will not interfere with, disrupt, or cause any damage to other users of the Airwallex Platform, the Webapp or the Services.

    • The Customer must not misuse the Airwallex Platform. The Customer cannot:

      • access the Airwallex Platform using a method other than the Airwallex APIs or Webapp, for example the Customer cannot use automated means (including harvesting bots, robots, spiders, or scrapers) without our permission;
      • do anything that may disrupt, disable, overburden, or damage the Airwallex Platform, such as a denial of service attack; and
      • cause viruses or other malicious code to interfere with the use of the Airwallex Platform.
    • Modifications. Airwallex may modify the configuration, appearance or functionality of the Airwallex Platform at any time to facilitate the continued and proper operation of the Airwallex Platform or to comply with Applicable Law or Network Rules. To the extent reasonably practicable, Airwallex will provide you with prior notice if the modification would materially affect your ability to use the Airwallex Platform.

    • Disclaimers. To the extent permitted by law, Airwallex makes no warranties, guarantees or representations of any kind with respect to the Airwallex Platform, the Webapp or the Services. All warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or non-infringement of third party rights) given by Airwallex are excluded to the extent permitted by law. In particular, Airwallex:

      • does not make any commitments about the content or data within the Airwallex Platform, the specific functions of the Services or its accuracy, reliability, availability or ability to meet the Customer's needs;
      • does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contains and/or displays information that is current or up-to-date, and will be free from bugs or viruses, or never be faulty;
      • may occasionally have to interrupt the Customer's use of the Services for operational, security or other reasonable reasons. In such a case, Airwallex will restore access as quickly as practicable; and
      • does not offer financial advice and the Customer must not treat any information or comments by Airwallex as financial advice.
    • Non-reliance. Airwallex may work with third parties, including other Airwallex Affiliates, to provide the Services. If the Customer receives information from Airwallex regarding or marked or indicated as provided by such third parties, the Customer will not rely on such information and will not make any claims against such third parties or Airwallex in relation to such information. The Customer bears all risk and responsibility if it chooses to rely on such information.

  • BETA SERVICES

    • You acknowledge and agree that Airwallex may indicate that certain Services are provided as 'beta', 'pilot', 'invite-only', 'limited release' or 'pre-release' features or services ('Beta Services').

    • You acknowledge and understand that:

      • Beta Services are incomplete and still in development, may contain bugs or errors, may materially change prior to a full commercial launch (if any), and may never be released commercially;
      • we provide all Beta Services on as 'as-is' basis, and without warranty of any kind, and your use of, or reliance on any such features and services is done at your own risk;
      • we have no obligation whatsoever to provide any bug fixes, error corrections, patches, or service packs for, or any revisions, successors, or updated versions to, Beta Services (or any part of them) during your use of any Beta Services, however, if we provide or makes available any update to Beta Services, you must fully implement the applicable update within the time period specified by Airwallex or within thirty (30) days after we make the update available to you (whichever is earlier);

      • we may make updates, changes, repairs, or conduct maintenance at any time, and with or without notice, which may result in changes in the availability or quality of Beta Services. In addition, Airwallex may suspend your access to Beta Services with or without notice, including if we reasonably believe that:

        • suspension is required by Applicable Law;
        • continuing to provide the Beta Services would make Airwallex in breach of any obligation that Airwallex owes to a third party; or
        • Airwallex determines that continuing to provide the Beta Services would give rise to an unacceptable security or privacy risk; and
      • we may terminate your access to the Beta Services if we in our sole discretion stop offering the Beta Services completely, or within your geographic jurisdiction.
    • Airwallex may, in its discretion, provide Beta Services to the Customer free of charge.  

  • SERVICE FEES

    • In consideration for the Services, the Customer will pay to Airwallex the Service Fees for the Services. The Service Fees are charged separately depending on the Service used by the Customer and are set out in the Fee Schedule (which forms part of the General Terms) or as otherwise agreed in writing with us.
    • Some of the Services we provide may require Service Fees to be paid for on a recurring basis (‘Subscription Services’). By activating or using a Subscription Service (including after the completion of any trial period, if applicable), you agree to pay the recurring fees applicable to such Subscription Service listed in our Fee Schedule or as set out on the Airwallex Platform, or as otherwise agreed in writing (‘Subscription Fee’).
    • Unless specified in the Fee Schedule or we otherwise agree in writing with you, Subscription Fees will be charged at the end of every month until cancelled. You may cancel a Subscription Service at any time via the Airwallex Platform. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, you are still liable to pay the Subscription Fee for the current billing period.
    • Invoices. In respect of certain Services, Airwallex may invoice the Customer for amounts due or payable under the General Terms on a monthly basis.
    • Any invoices issued by Airwallex must be paid by the Customer in a timely manner in order for the Customer to continue their access to the Services and no later than the date specified on the invoice. If full payment is not received on time, Airwallex may suspend the Customer's use of the Services and access to any associated accounts until Airwallex receives the full invoiced payment.

    • Tax. All amounts payable to Airwallex under the General Terms are exclusive of all taxes and similar fees now in force or enacted in the future, which the Customer will be responsible for and will pay in full without any set-off, counterclaim, deduction or withholding unless prohibited by Applicable Law. Where the Customer is obliged by Applicable Law to deduct withholding tax from any payment made to Airwallex:

      • the Customer will promptly notify Airwallex of the requirement;
      • the Parties will make all necessary filings in order to ensure the provisions of any applicable tax treaty applies to the payment;
      • the Customer will pay to Airwallex such additional amount as will result in the receipt by Airwallex of the full amount which would otherwise have been receivable had no withholding or deduction been payable;

      • the Customer will pay to the relevant authorities the full amount required to be deducted or withheld when due; and

      • the Customer will promptly forward to Airwallex an official receipt (or a certified copy), or other documentation reasonably acceptable to Airwallex, evidencing payment to such authorities.
    • Airwallex may deduct any amounts that the Customer owes Airwallex from time to time from the funds Airwallex holds on the Customer’s behalf as part of the Services or from any amount provided as security pursuant to clause 9.8 of these General Terms. If the Customer does not have enough funds to pay the amount owed to Airwallex, Airwallex may, at the Customer's cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).

  • INTELLECTUAL PROPERTY

    • Airwallex Marks. All Airwallex Marks owned or used by Airwallex in the course of its business are the property of Airwallex. Airwallex reserves all Intellectual Property Rights in relation to the use of the Airwallex Marks. The Customer may not use the Airwallex Marks or any similar marks without the prior written consent of Airwallex.
    • Ownership. Airwallex owns all Intellectual Property Rights in and to the Services, including the Airwallex Platform, the Webapp and its proprietary technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, feedback, ideas or suggestions relating to the Airwallex Platform, the Webapp and Services and derivative work thereof. The Terms do not transfer from Airwallex to the Customer any ownership rights in the Airwallex Platform, the Webapp or the Services.

    • Customer Materials.

      • The Customer grants a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable licence to Airwallex and any applicable Affiliate or third party service provider of Airwallex, to use the Customer Materials, for the purposes of operating the Airwallex Platform, providing the Services, and fulfilling Airwallex's rights and discharging its obligations under the General Terms.
      • The Customer is solely responsible for the quality, accuracy, and completeness of any Customer Materials.
    • Airwallex licence. Airwallex grants you a personal, limited, revocable, non-transferable, non-exclusive, non-assignable, non-sub-licensable, royalty-free licence to access and use the Airwallex Platform through any supported web browser for the receipt of Services provided to the Customer under the General Terms provided that you comply with the General Terms.

    • Licence restrictions. The provisions of this clause 10.5 shall apply to any licences granted to the Customer by Airwallex and/or its Affiliates. The Customer shall not, except to the extent allowed by Applicable Law or granted under a licence from Airwallex to the Customer under clause 10.3 or otherwise in the General Terms, attempt to:

      • use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, or otherwise commercially exploit, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of the Services including the Airwallex Platform, Services, or included software;
      • allow any unauthorised person to access or use the Airwallex Platform or use the Services, or trade on the Airwallex Platform for speculative purposes; or
      • reverse compile, disassemble, reverse engineer, attempt to extract the source code, or otherwise reduce to human-perceivable form all or any part of the Services or Airwallex Platform.
    • Customer infringement. The Customer will not use the Services, including the Airwallex Platform, in any way that infringes or violates Airwallex's or any third party's Intellectual Property Rights, or otherwise in breach of Applicable Law. The Airwallex Platform may display content that Airwallex does not own or is otherwise not responsible for. The Customer shall not use content from any of the Services, including the Airwallex Platform, unless the Customer obtains written consent from Airwallex or the owner of the content, or as permitted by Applicable Law.  
    • Promotion. The Customer agrees that Airwallex may include the Customer's name, trading name, logo, trade marks and general business information in Airwallex's promotional and marketing materials for the Services and on its websites without consent. The Customer may at any time and upon reasonable notice in writing to Airwallex request that Airwallex ceases to use its name, logo, trade marks and general business information for these purposes.
    • Feedback. If the Customer provides us with any comments, questions, ideas, suggestions or other feedback relating to the Airwallex Platform or any of the Services (‘Feedback’), the Customer agrees that we may freely use, copy, disclose, license, distribute and exploit such Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Feedback will not be considered as constituting the Customer's Confidential Information or Customer Materials.

  • LIMITATION OF LIABILITY

    • This clause applies to you only if you are a Corporate Customer.

    • Nothing in these terms excludes or limits either Party’s liability where it would be unlawful to do so or contrary to any other provision in these terms. This includes a Party’s liability for:

      • death or personal injury caused by its negligence;
      • fraud or fraudulent misrepresentation;
      • all sums properly due and payable under these terms.
    • Direct Losses will be recoverable under these terms. However, save as otherwise stated in these terms, neither Party will be liable for any Indirect or Consequential Losses.

    • We will not be liable to you for:

      • any loss outside of our direct control that arises from the negligence, fraud or wilful misconduct or the insolvency of any third party correspondent bank, liquidity provider, or other financial institution who is part of the payment network used to provide the Services;
      • the non-execution, or defective execution, of a payment if any information you provide in your instructions is incorrect;
      • errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.

      In the case of (b) or (c), we will make reasonable efforts to recover the funds involved in the payment. You will be responsible for all costs incurred by us as part of any such recovery attempt, even if we are unable to successfully recover the funds.

    • The maximum aggregate Liability in any one (1) calendar year of Airwallex in relation to the General Terms shall not exceed the aggregate Service Fees paid by the Customer in respect of that year in relation to the General Terms.
    • Damages alone may not be an adequate remedy for breach and accordingly either Party will be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach.
    • Each Party agrees to use reasonable endeavours to mitigate any loss in respect of which it is indemnified under these Terms.

  • INDEMNITIES

    • This clause applies to you only if you are a Corporate Customer.

    • Customer's Indemnity. The Customer shall indemnify and keep indemnified Airwallex and its Affiliates on demand against all Losses incurred or suffered by Airwallex and its Affiliates in connection with or as a result of:

      • the Customer's breach of any term of the General Terms;
      • failure to comply with Applicable Law;
      • failure to comply with the Acceptable Use Policy;
      • the Customer's use or misuse of the Services including the Airwallex Platform;
      • a third party alleging that Airwallex's use of the Customer Materials as permitted by the General Terms infringes any Intellectual Property Rights;
      • Airwallex acting on any of the Customer's or any of its Authorised Users' instructions or which Airwallex reasonably believe to have been made by the Customer or an Authorised User; or
      • Airwallex funding or arranging to fund all or part of any transactions pursuant to the Customer's instruction, and the Customer cancels or fails to fully fund such transactions and Airwallex incurs Losses as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.

  • CONFIDENTIALITY

    • Confidential Information. You acknowledge that:

      • you may have access to Confidential Information belonging to us;
      • you must keep such information confidential in accordance with these General Terms; and
      • you may only use such information solely for the specific purposes for which it was disclosed by us to you or as expressly permitted by us.

    • Confidentiality Undertakings. You agree that you:

      • will not disclose any of our Confidential Information to any third party except as required: (i) by law or any authority of competent jurisdiction; (ii) to your attorneys, accountants and other advisors as reasonably necessary; or (iii) for the purposes of defending yourself in relation to actual or threatened proceedings, provided that in respect of (i) and (iii) above, you will give us reasonable notice in advance of such required disclosure, together with such details as we may request (where notice to us is permissible under Applicable Law); and
      • will take reasonable precautions to protect the confidentiality of such information, at least as stringent as those taken to protect your own Confidential Information.

    • Disclosures to employees and agents. In addition, you may only reveal our Confidential Information only to your agents, representatives and employees who have a ‘need to know’ such information in connection with these General Terms, and are informed of the confidential nature of such Confidential Information and agree to act in accordance with this Clause 13. You will remain liable for any disclosure of Confidential Information by your agents, representatives and employees as if you had made such disclosure.

  • THIRD PARTY SERVICE PROVIDERS

    • Services provided by Airwallex. If we use a third party to provide the Services, you acknowledge that the Services are provided by Airwallex to you and not by the third party, unless any Additional Terms for the use of a Service or feature of a Service specifically provide otherwise in writing.

    • Compliance with Data Protection Legislation. If we use a third party to provide the Services, we will ensure that the third party complies with Data Protection Legislation relating to the processing of Personal Data pursuant to these General Terms.

  • DATA & PRIVACY

    • Privacy and Personal Data. The protection of Personal Data is very important to us. In addition to these General Terms, our Privacy Policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time.

    • Purposes. You agree to share Personal Data with Airwallex and authorise Airwallex to collect, use, store, disclose, transfer or otherwise process such Personal Data for the following ‘Agreed Purposes’:

      • assist in providing information to you about a product or service;
      • consider your request for a product or service;
      • enable us to provide a product or service;
      • manage Airwallex’s relationship with the Customer;
      • manage accounts and perform other administrative and operational tasks (including risk management, systems development and testing, credit scoring, staff training, collecting debts and market or customer satisfaction research);
      • design new products and services or improve existing products and services provided by us;
      • general and specific communication between us and you;
      • consider any concerns or complaints you raise against us, to manage any legal action involving Airwallex and/or its Affiliates, or both;
      • carry out any enforcement activities including to collect any money due from you;
      • identify you or establish your tax status under any local or foreign legislation, regulation or treaty or pursuant to an agreement with any tax authority;
      • identify, prevent or investigate any fraud, unlawful activity or misconduct (or suspected fraud, unlawful activity or misconduct);
      • comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks;
      • verify any information and records relating to you;
      • comply with the General Terms and the Privacy Policy;
      • enable actual or proposed assignee(s) or investors of all or any part of our business and/or assets or interest or shares of or in Airwallex and/or any of its Affiliates to evaluate the transaction intended to be the subject of the transaction and to enable such person(s) to use the Personal Data provided by you in the operation of the business; and
      • for any other purpose set out in our Privacy Policy.

    • Data Subjects. The categories of Data Subjects who we may collect Personal Data about may include the following, where they are a natural person: the Customer, the directors and ultimate beneficial owner(s) of the Customer, your customers, employees and contractors, payers and payees. You may share with Airwallex some or all of the following types of Personal Data regarding Data Subjects:

      • full name;
      • email address;
      • phone number and other contact information;
      • date of birth;
      • nationality;
      • public information about the data subject;
      • other relevant verification or due diligence documentation as required under the General Terms; and
      • any other data that is necessary or relevant to carry out the Agreed Purposes.

    • Compliance. The Customer will not knowingly perform its obligations under the General Terms in a way that causes Airwallex to breach applicable Data Protection Legislation.

    • Data Security. You will ensure that any Personal Data that is transferred to Airwallex is transferred by a method and means that is secure and compliant with Data Protection Legislation in addition to any other reasonable information security requirements specified by us.

    • Cooperation. The Customer will provide Airwallex with reasonable cooperation and assistance to comply with all obligations imposed on Airwallex by the Data Protection Legislation and any relevant Applicable Law, including: (i) dealing with and responding to any communications from Data Subjects; (ii) dealing with, mitigating and responding to any breach of personal data; and (iii) with respect to security, impact assessments and consultations with supervisory authorities or Regulatory Bodies.

    • Personal data you provide about someone else. If you give us Personal Data about someone else, including (but not limited to) your Authorised Users, your director and ultimate beneficial owner(s), your customers, employees and contractors, payers and payees, you undertake that we may rely on you to obtain such other persons' consent for disclosing their Personal Data to us which we will use in accordance with these General Terms. You are required to show them information about these provisions so that they may understand the manner in which their Personal Data may be collected, used and disclosed by Airwallex in connection with your dealings with us and our use of their Personal Data including our use of Personal Data for direct marketing purposes and their consent to our use of their Personal Data provided by you on their behalf.

    • We may disclose your information to others. Airwallex may disclose your Data to:

      • any branch, subsidiary, holding company, associated company, affiliate including any Affiliate or related entity of Airwallex;
      • any agent, contractor or service provider that we engage or propose to engage to carry out or assist us with our functions and activities who is under a duty of confidentiality to keep such information confidential;
      • participants in the payments system including card schemes, financial institutions and payments organisations such as Society for Worldwide Interbank Financial Telecommunication;
      • any person to whom Airwallex may enter into any assignment, fundraising, share purchase or other commercial agreement who is under a duty of confidentiality to keep such information confidential;
      • any person to whom information is permitted or required (or expected) to be disclosed by any applicable law or regulation or pursuant to any order of court;
      • any referee or representative of yours (including any professional advisor, broker, introducer, attorney or executor);
      • any third party provider of collateral, security or credit support (if any);
      • credit reference agencies, and, in the event of default, debt collection agencies;
      • any of your agents you have authorised or who is authorised under law such as an administrator or trustee in bankruptcy or your legal representative; and
      • any actual or proposed assignee or investor of all or any part of our business and/or assets and/or shares or interests of or in Airwallex.

    • Data Disposal. On termination of these Terms, or once processing of any Personal Data is no longer necessary to carry out the Agreed Purposes, each Party will securely dispose of any such Personal Data in its possession as required by Applicable Law.

  • ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS

    • The Customer will (and will ensure that any Personnel will):

      • comply with all Applicable Law relating to Sanctions, bribery and corruption including the Hong Kong Prevention of Bribery Ordinance (Cap. 201), UK Bribery Act 2010, the US Foreign Corrupt Practices Act, ​​Crimes Act 1914 (Cth) and Criminal Code Act 1995, ​​Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977), the Dutch Criminal Code (Wetboek van Strafrecht), the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention of Corruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002 of Singapore and any laws and rules based on the OECD treaty ('ABC Legislation');
      • not do or omit to do anything likely to cause Airwallex to be in breach of any such ABC Legislation;
      • not give or receive any bribes, including in relation to any public official;
      • maintain a programme designed to ensure compliance with ABC Legislation, including an education and training programme and measures reasonably calculated to prevent and detect violations of ABC Legislation; and
      • provide Airwallex with sufficient reasonable assistance to enable it to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation.

    • The Customer represents and warrants that:

      • it will comply with all applicable Sanctions;
      • it is not, and will ensure that none of its Personnel or Authorised Users is a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person;
      • it will not use the Services in connection with a transaction or dealing, direct or indirect, with or involving a Restricted Person or Restricted Area;
      • it will ensure all Personnel, Authorised Users and other end-users do not use Airwallex’s Services in violation of any Sanctions;
      • it will maintain a programme reasonably designed to ensure compliance with Sanctions; and
      • it will not provide access to Airwallex’s Services to any Restricted Person or permit any Restricted Person to download the Airwallex Platform.

  • FORCE MAJEURE

    • Neither Party will be responsible for any failure to fulfil any obligation for so long as, and to the extent to which the fulfilment of such obligation is impeded by a Force Majeure Event. The Party subject to the Force Majeure Event will:

      • promptly notify the other Party of any circumstances which may result in failure to perform its obligations; and
      • use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.

    • This Clause 18 does not limit or otherwise affect the Customer's obligation to pay any Service Fees or other charges or amounts payable under these General Terms.

  • SUSPENSION AND TERMINATION

    • Stopping Services. At any time, you can stop using any part of the Services and, subject to any Additional Terms, terminate the General Terms by giving us thirty (30) days' prior written notice where there are no outstanding transactions between you and Airwallex.  

    • Airwallex's rights to terminate or suspend. We may terminate these General Terms at any time by giving you two (2) months’ prior written notice. Airwallex may without notice immediately suspend access to the Services or terminate all or any part of the General Terms or any of the Services if:

      • the Customer is in breach of Applicable Law;
      • the Customer undergoes a Change of Control;
      • Airwallex suspects criminal activity in connection with the Airwallex Profile, that any of the Services is being used fraudulently, or Airwallex reasonably believes that the Customer has fraudulently requested a refund for an unauthorised transaction;
      • Airwallex reasonably believes the Customer is in breach of Applicable Law or about to breach an Applicable Law, or Airwallex is required to terminate the General Terms by Applicable Law or a regulator of competent jurisdiction;
      • the Customer has breached the General Terms or breached any applicable limits or restrictions set out in the Acceptable Use Policy;
      • the Customer has given Airwallex false or inaccurate information, or Airwallex has been unable to verify any information the Customer has provided;
      • the Customer notifies Airwallex of, or Airwallex suspects or identifies, any suspected or actual unauthorised transactions;
      • the Customer has been placed on any national or international restricted or prohibited lists, which prevents Airwallex from doing business with the Customer;
      • Airwallex suspends or stops all, or part of, the Services, including for technical or security reasons;
      • the Customer has been placed on any national or international restricted or prohibited lists, which prevents Airwallex from doing business with the Customer;
      • Airwallex has reasonable concerns about the Customer's Airwallex Profile, including the Customer's use of the Services;
      • the Customer has not paid or repaid any amounts owing to Airwallex by the date due notified by Airwallex, or the Customer suffers an Insolvency Event;
      • one of Airwallex's banking partners, or other service provider necessary to provide the Services, requires Airwallex to terminate these General Terms or any other Terms; or
      • the Customer does not use its Airwallex Profile for twelve (12) months and it becomes inactive.

    • Notice. Where Airwallex exercises a right of suspension, we will give the Customer notice of suspension where possible and the reasons for such suspension, either before the suspension is put in place, or immediately after, unless it would compromise Airwallex's reasonable security measures or otherwise be unlawful. Airwallex will use commercial reasonable endeavours to remove the suspension as soon as practicable after the reasons for the suspension have ceased to exist.

    • On termination you will need to repay any money you owe us. In the circumstances set out in clause 17.2, we may charge you for any costs, expenses and losses we incur (including those due to any action we may take to cover or reduce the exposure).

    • Effect of termination. On termination of these Terms:

      • the Customer will not be able to use the Airwallex Platform. All rights granted to the Customer under these Terms will cease;
      • the Customer must immediately return or delete copies of any documentation, notes and other materials comprising or regarding the Airwallex Platform;
      • all of the Customer’s payment obligations under these Terms for Services provided through to the effective date of termination will immediately become due and payable;
      • each Party will return or delete all Confidential Information of the other Party in its possession within thirty (30) days of the termination of these Terms, and will not make or retain any copies of such Confidential Information except as necessary to comply with Applicable Law; and
      • any provision that expressly or by implication has effect after termination will continue in full force and effect.

  • GENERAL

    • Entire Agreement. This Agreement represents the entire agreement between the Parties and supersedes and extinguishes all previous agreements, representations, promises, and statements between the Parties, whether written or oral, relating to its subject matter. Each Party acknowledges that in entering into this Agreement it does not rely on, and will have no remedy in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

    • Complaints. Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. A copy of our complaints procedure is available upon request. If you are not satisfied with the decision in our final response, you may be able to refer your complaint to the Financial Ombudsman Service. The eligibility criteria and the procedures involved are available from the Financial Ombudsman Service, Exchange Tower, London E14 9SR and on their website at: www.financial-ombudsman.org.uk. Alternatively, you may be able to submit your complaint via the European Commission’s Online Dispute Resolution platform, which can be found at http://ec.europa.eu/consumers/odr/.

    • Notices

      • All notices, demands and other communications provided for or permitted under the General Terms must be:

        • made in writing in English; and

        • if:

          • given to Airwallex, it must be addressed to the postal address or email address set out in clause 2.2 (or otherwise as notified by Airwallex to you from time to time); and

          • given to the Customer, it must be addressed to the postal address or email address which Airwallex has recorded for the Customer in the Customer's Airwallex Profile (as the Customer has updated from time to time).

      • All notices, demands and other communications provided for or permitted under the General Terms and delivered in accordance with clause 17.2(a) will be deemed delivered:

        • if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the Party's postal address above; or
        • if sent by post, two (2) days after the day of posting; or
        • if sent by email, on the day of sending the notice, or if sent outside of usual business hours, at 9:00am the next working day after posting.

      • Notices to be given by Airwallex or its Affiliates to the Customer and/or its Affiliates may be given by Airwallex, for and on behalf of its Affiliates, to the Customer directly.

      • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

    • Relationship Nothing in these General Terms will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person or legal entity.

    • Assignment and subcontracting
      You will not assign the General Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of the General Terms. We may assign the General Terms, in whole or in part, or subcontract our obligations under it, without your consent.

    • Waiver
      No failure or delay by a Party to exercise any right or remedy provided under the General Terms or Applicable Law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.

    • Severability
      If any provision of the General Terms is determined to be invalid, unenforceable or illegal by any court of competent jurisdiction, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.

    • Records
      The Customer agrees that, except in the case of manifest error, Airwallex's records of the Customer's use of the Services and of transactions carried out through the Airwallex Platform is conclusive evidence of its contents.

    • Set-Off
      We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these General Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with Airwallex.

    • Third Party Rights
      These General Terms are made specifically between and for the benefit of the Parties and are not intended to be for the benefit of, and will not be enforceable by, any person who is not named at the date of these General Terms as a Party to them. Neither Party may declare itself a trustee of the rights under it for the benefit of any third party.

    • Other languages
      The Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.

    • Governing law
      ‍      The Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, These terms will be governed by and construed in accordance with the laws of England and Wales. Unless you are a Consumer, each Party irrevocably submits to the exclusive jurisdiction of the English courts over any dispute, controversy or claim (including non-contractual claims) arising under or in connection with these terms. If you are a Consumer, any dispute about this agreement can be dealt with by an English or Welsh court unless your address is in Scotland (where it may be dealt with by the courts of Scotland) or Northern Ireland (where it may be dealt with by the courts of Northern Ireland).the English language version will prevail.

  • DEFINITIONS AND INTERPRETATION

    • In these General Terms (unless the context requires otherwise):

      • the words "including", "include", "for example", "in particular" and words of similar effect shall not be deemed to limit the general effect of the words which precede them;

      • reference to any agreement, contract, document or deed shall be construed as a reference to it as varied, supplemented or novated from time to time;

      • reference to a Party shall be construed to include its successors and permitted assignees or transferees;

      • words importing persons shall include natural persons, bodies corporate, un-incorporated associations and partnerships (whether or not any of them have separate legal personality);

      • words importing the singular shall include the plural and vice versa;

      • the headings, index and front sheet are all for reference only and shall be ignored when construing the General Terms;

      • references to a clause, schedule, attachment to a schedule, paragraph, annex or appendix are references to the clause, schedule, attachment, paragraph, annex or appendix of, or to, any Terms (and in each case, as varied, supplemented or novated from time to time);

      • reference to any legislative provision shall be deemed to include any statutory instrument, by law, regulation, rule, subordinate or delegated legislation or order and any rules and regulations which are made under it and any subsequent re-enactment or amendment of the same; and

      • if there is any inconsistency between the General Terms and any Additional Terms, then the Additional Terms prevail to the extent of the inconsistency.

    • Capitalised terms in the General Terms, unless otherwise expressly defined herein, have the following definitions:

"Acceptable Use Policy"

means the terms and conditions applicable to use of the Webapp and the Airwallex Platform as set out on our website www.airwallex.com;

"Affiliate"

means any member of a Party's Group (other than a Party) and any joint venture to which a Party is a party to;

“Airwallex”

means Airwallex (UK) Limited.

“Airwallex Account”

means your account at Airwallex.

"Airwallex Marks"

means all trade marks, logos, trade names, domain names and any other logos or materials of Airwallex or its licensors;

"Airwallex Platform"

means the proprietary technology and associated products (including but not limited to those found on the Webapp, mobile applications and through an Airwallex API) devised by Airwallex to provide customers with Services;

"Airwallex Profile"

means the electronic information profile that records the Customer's personal or business details (as applicable) and that is used to log in to and use the Airwallex Platform;

"Applicable Law"

means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgment of a relevant court of law, including in relation to money service business, payment services, anti-money laundering, consumer and data protection;

"Authorised User"

means any Personnel appointed by the Customer for the purposes set out in clause 4;

"Beta Services"

has the meaning given to it in clause 8.1;

"Business Day"

means any day (other than a Saturday, Sunday or public holiday in England) when banks are open for business in London;

“Charity”

means a body whose annual income is less than £1 million and is: (i) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”); (ii) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005 (general interpretation); (iii) in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008 (meaning of “charity”) or as defined in the PSRs from time to time;

"Change of Control"

means that the person or persons who controlled or had the power to control the affairs and policies of the applicable entity whether directly or indirectly and either by ownership of share capital, possession of voting power, ability to appoint directors, contract or otherwise, ceases to have such control;

“Corporate Customer”

means a customer who is not a Consumer, Micro-enterprise or Charity;

"Confidential Information"

means all information in any form or medium that is secret or otherwise not publicly available (either in its entirety or in part, including the configuration or assembly of its components) including accounts, business plans, business methods, strategies and financial forecasts, tax records, correspondence, designs, drawings, manuals, specifications, customer sales or supplier information, technical or commercial expertise, software, formulae, processes, methods, knowledge, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing together with any copies, summaries, reproductions or extracts of such information clearly designated as being confidential or which can reasonably be considered confidential;

“Consumer”

means an individual who, in contracts for payment services to which the PSRs apply, is acting for purposes other than a trade, business or profession;

"Customer Data"

means information that describes the Customer and its business (including proprietary business information) and its operations, its products or services, and orders placed by its customers, including details of the transactions transmitted via Airwallex infrastructure and data contained or inputted into the Airwallex Profile;

"Customer Materials"

means any systems, software, materials, data (including Customer Data and Payment Data), content, logos, trade marks, trade names, documents and/or other equipment or materials provided by the Customer to Airwallex and used by Airwallex directly or indirectly in connection with the supply of the Services;

“Data”

means all types of data including Personal Data and Payment Data;

"Data Protection Legislation"

means the Data Protection Act 2018, GDPR, UK GDPR and any relevant law implemented as a result of GDPR, E Privacy Law, articles 7 and 8 of the Charter of Fundamental Rights of the European Union, article 8 of the European Convention on Human Rights, Privacy Act 1988 (Cth), Dutch GDPR implementation act, Personal Data Protection Act 2012 of Singapore and any other legislation in any applicable jurisdiction concerning the protection and/or processing of personal data, the right to privacy, information security, and the obligation to provide data breach notifications, and including all subordinate legislation, regulations, guidance and codes of practice and "Data Subject", "controller", "processor", "personal data" and "processing" shall have the meaning given to them under the Data Protection Legislation;

“Direct Losses”

means, in respect of any breach, those losses that the breaching Party knew, or a reasonable person in the breaching Party’s position ought reasonably to have known, either: (i) at the time of entering into these terms; or (ii) at the time of the breach, were reasonably probable to result from the breach. For the avoidance of doubt, the following will not be Direct Losses: loss of goodwill, business, profit, operation time, reputation or opportunity; or corruption of data or information; or loss of anticipated savings, even if the breaching Party was aware or ought reasonably to have been aware of the possibility that such loss or damage could occur’

"Fee Schedule"

means the fee schedule applicable to the Services published by Airwallex on www.airwallex.com or as we have otherwise agreed in writing with you;

"Force Majeure Event"

means any event outside the reasonable control of the performing Party that materially affects its ability to perform its obligations under these General Terms, including an act of God, fire, earthquake, war, revolution, act of terrorism, strikes, lock- outs, labour troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that party); interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; the imposition of a sanction, embargo or breaking off of diplomatic relations; or any change in Applicable Law;

"GDPR"

means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;

"Group"

means any entity in respect of which a Party or a Party’s ultimate holding company: (i) owns (directly or indirectly) more than fifty (50) percent of the voting rights or issued share capital; or (ii) can ensure that the activities and business of that entity are conducted in accordance with its wishes;

“Indirect or Consequential Losses”

means those losses that are not Direct Losses;

"Insolvency Event"

means:

  • any procedure commenced with a view to the winding-up or re-organisation of such Party (other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of such Party);
  • any step taken or any procedure is commenced with a view to the appointment of an administrator, receiver, liquidator, provisional liquidator, judicial manager or receiver and manager, administrative receiver or trustee in bankruptcy or similar official in relation to such Party or all or substantially all of its assets;
  • the holder of any security over all or substantially all of the assets of such Party takes any step to enforce that security;
  • all or substantially all of the assets of such Party is subject to attachment, sequestration, execution or any similar process;
  • such Party is unable to pay its debts as they fall due;
  • such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards entering into a composition or arrangement with its creditors or any class of them, including a company voluntary arrangement or a deed of arrangement; or
  • such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards any analogous procedure under the laws of any jurisdiction to the procedures set out in (a) to (f) above, and in each case other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

"Intellectual Property Rights"

means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of (and rights to apply for, renew or extend), such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world, together in each case with the right to claim and retain damages for past, current and future infringements of such rights;

"Liability"

means any liability that arises, howsoever caused, whether as a result of a breach of contract, tort, negligence, breach of statutory duty or otherwise;

"Losses"

means losses, damages, liabilities (including any liability to taxation), claims, costs and expenses, including fines, penalties, legal and other reasonable professional fees and expenses (in each case, whether direct, indirect, special, consequential or otherwise);

“Micro-enterprise”

means an enterprise (i.e. any person engaged in an economic activity, irrespective of legal form) which employs fewer than 10 persons (full time or equivalent) and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million or the sterling equivalent or as defined in the PSRs from time to time.

"Network Rules"

means the guidelines, bylaws, rules, agreements and regulations imposed by the financial services providers that operate payment networks supported by Airwallex from time to time (including the payment card scheme operating rules for Visa, MasterCard, or American Express);

"Payment Data"

payment account details, information communicated to or by financial services providers, financial information specifically regulated by Applicable Laws and Network Rules, and any other transactional information generated as part of the use of our Services;

"Personal Data"

means information that identifies a specific living person (not a company, legal entity, or machine) that is collected, transmitted to or accessible through the Services and as otherwise defined in applicable Data Protection Legislation;

"Personnel"

means, in respect of a Party, that Party’s employees, directors, officers, agents, sub-contractors and/or authorised representatives;

“Platform”

means an online platform or other e-commerce platform operated by the Platform Provider for which the Connected Account has entered into a Platform Agreement that requires Connected Account’s agreement to the Connected Account Terms;

“Platform Agreement”

means one or more separate agreements the Connected Account has entered into with the Platform Provider for the provision of the Platform Services;

“Platform Fees”

means the fees that are payable by the Connected Account to Platform Provider (or where required by Applicable Law, to Airwallex) under the Platform Agreement.

“Platform Provider”

means the person or entity that operates the Platform for which the Connected Account is agreeing to the Connected Account Terms;

"Privacy Policy"

means the global privacy policy for Airwallex and its Affiliates as set out on www.airwallex.com;

"Restricted Person"

means a person who is:

  • listed on, or owned or controlled by a person listed on any Sanctions List;
  • located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide Sanctions; or
  • otherwise a target of Sanctions;

"Sanctions"

means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

  • the United States;
  • the United Nations;
  • the European Union;
  • the United Kingdom;
  • Australia;
  • Singapore;
  • any other jurisdiction in which Airwallex or Airwallex Group operates; or
  • the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury ('OFAC'), the United States Department of State, Her Majesty's Treasury, and the Australian Sanctions Office (together 'Sanctions Authorities');

"Sanctions List"

means the Specially Designated Nationals and Blocked Persons list issued by OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty's Treasury, the Consolidated List issued by the Australian Sanctions Office, or any similar list issued or maintained or made public by any of the Sanctions Authorities;

"Services"

has the meaning given to it in clause 1.1;

"Service Fees"

means the fees applicable to the use of any of the Services;

"Subscription Fee"

has the meaning given to it in clause 9.2;

"Subscription Services"

has the meaning given to it in clause 9.2;

"Terms"

has the meaning given to it in clause 6.1;

"UK GDPR"

means GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time);

"User Profile"

means, with respect to each Authorised User, the electronic profile that records the Authorised User’s details and that is used by them to log into and use the Airwallex Platform on the Customer's behalf;

"Webapp"

means the user interface that the Customer and its Authorised Users may use to access the Airwallex Platform and the Services.

CONNECTED ACCOUNT TERMS

BACKGROUND

  • You have entered into a Platform Agreement (as further defined below) with a Platform Provider for the provision of services by the Platform Provider to you.

  • The Platform Provider allows you to access certain payment and e-money related services. Although the Platform carries the Platform Provider’s brand, Airwallex provides these payment and e-money related services through technical integration with the Platform Provider. These arrangements are referred to as the Embedded Finance Solution (as further defined below).

  • You have separately entered into the General Terms and the Online Payment Terms with Airwallex. The purpose of these Connected Account Terms is to set out certain additional matters that apply between you and Airwallex in relation to the Embedded Finance Solution.

  • DEFINITIONS
    In these terms (the “Connected Account Terms”), the following terms have the following meanings (unless the context requires otherwise). All other capitalised terms shall have the meaning given to them in the Customer Agreement:

“Airwallex Agreement”

has the meaning ascribed to it in Clause 2.3.

“Commencement Date”

means the earlier of (i) the date on which the Connected Account agrees to the terms of the corresponding Platform Agreement, and (ii) the date Platform Provider commences to provide the Platform Services to the Connected Account via the Platform, provided that the Connected Account has entered into these Connected Account Terms prior thereto.

“Connected Account”

means any mutual customer who has agreed to the Platform Agreement with the Customer and separately agreed to the Connected Account Agreement with Airwallex.

“Connected Account Services”

means the services that we will perform, or procure the performance of, to you under the Customer Agreement.

“Connected Account Data”

means all personal and non-personal data relating to you and collected by either Platform Provider or Airwallex, or generated as a result of delivery of the Airwallex Services, Platform Services and/or the Embedded Finance Solution.

“Connected Account Terms”

means these terms.

“Customer Agreement”

has the meaning ascribed to it in Clause 2.3.

“Embedded Acquiring Activities”

means actions submitted or taken by a Customer or a Connected Account (as the case may be), or by a Customer on behalf of a Connected Account (if applicable), specifically in connection with Online Payment Services provided by Airwallex. Embedded Acquiring Activities include but are not limited to thecommunication of information about transactions (including without limitation charges, refunds or adjustments) or any Split Instruction, the handling of disputes (includingwithout limitation chargebacks), receiving settlement amounts (including through SplitPayment) and paying for refunds and chargebacks, as well as other features that Airwallex may make available from time to time.

“Embedded Finance Agreement”

has the meaning ascribed to it in Clause 2.4.

“Embedded Finance Solution”

means the solution enabling (i) the Platform Provider to integrate the Connected Account Services into its Platform, (ii) the Connected Accounts to receive the Connected Account Services through the Platform; and (iii) the Connected Account Permissions.

“Net Settlement Amount”

has the meaning given to it under the Online Payment Terms.

“Party”

means a party to the Connected Account Terms.

“Payment Processors”

means any payment services providers who provide acquiring services under arrangements with the Platform Provider.

“Permissions”

has the meaning ascribed to it in Clause 4.

“Platform”

means an online platform or other e-commerce platform operated by the Platform Provider for which the Connected Account has entered into a Platform Agreement that requires Connected Account’s agreement to the Connected Account Terms.

“Platform Account”

means the Platform’s account at Airwallex.

“Platform Agreement”

means one or more separate agreements the Connected Account has entered into with the Platform Provider for the provision of the Platform Services.

“Platform Fees”

means the fees that are payable by the Connected Account to Platform Provider (or where required by Applicable Law, to Airwallex) under the Platform Agreement.

“Platform Provider”

means the person or entity that operates the Platform for which the Connected Account is agreeing to the Connected Account Terms.

“Platform Services”

means the products and services Platform Provider provides to the Connected Account, including without limitation to enable the Connected Account to receive payment for goods or services it sells through the Platform.

“Split Instruction”

has the meaning given to it in Clause 5.

“Term”

means GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time);

“Third-Party Service Provider”

means sponsor and/or (banking) partner.

  • THESE CONNECTED ACCOUNT TERMS
  • This document (the “Connected Account Terms”) are supplemental to, form part of and must be read together with other terms, conditions and policies that govern the Airwallex Services, and other Airwallex terms, conditions or policies to which you may have agreed (collectively, the "Airwallex Agreements," and, together with the Connected Account Terms, the "Customer Agreement").


  • The Connected Account Terms govern your use of the Embedded Finance Solution and your related use of services provided by us, our affiliates and Third-Party Service Providers.


  • The Connected Account Terms are between you and Airwallex. The Platform has entered into a separate agreement with us. Under that agreement, we provide services to the Platform that allow you to connect with a Platform in accordance with the Connected Account Terms (the “Embedded Finance Agreement”).


  • You have entered into a separate agreement with Platform Provider for certain services (the "Platform Agreement").


  • To the extent there is a conflict between the Airwallex Agreements and the Connected Account Terms, the Connected Account Terms will prevail.


  • TERM


The Connected Account Terms will be in full force from the Commencement Date until they are cancelled or otherwise terminated in accordance with the Connected Account Terms (the “Term”).


  • EMBEDDED FINANCE SOLUTION


  • You agree to give us any or more permissions (the "Permissions") to enable you to make use of the Embedded Finance Solution. You will give these Permissions when you create your Airwallex account (the “Airwallex Account”). You will see the list of Permissions on a screen when creating your Airwallex Account and we will ask you to agree with these Permissions. It will depend on our agreement with the Platform Provider in the Embedded Finance Agreement and the Platform Agreement which of such Permissions the Platform may use from time to time.


  • With giving us the Permissions, you agree that the Platform is authorised to view information concerning your Account with us, and to do such things on your behalf as is set out in the Permissions (for example, if applicable, give an instruction for a Payment from your Airwallex Account with the effect of transferring Platform Fees from your Account). By accepting these Permissions, you give Airwallex permission to provide the Platform with all such authorizations and access to the Account and information in connection with such information provided to you by Airwallex.


  • It is not possible to withdraw specific or all Permissions, because they form an integral part of the Embedded Finance Solution. Should you no longer wish to grant the Permissions, you may terminate the Agreement in accordance with the Customer Agreement. Once we have closed your Airwallex Account, the Permissions will also have terminated.


  • You agree that Airwallex is not liable towards you for any actions taken by the Platform Provider based on the Permissions, but the Platform Provider may be liable to you if any actions they take breach the Platform Agreement or any other agreement they have with you.


  • One or more Services may be provided by Airwallex affiliates, or our Third-Party Service Providers. In order to receive our Services, you may therefore be required to enter into one or more agreements with such parties in order to receive their Services.


  • CUSTOMER UNDERTAKINGS, REPRESENTATIONS AND WARRANTIES


  • You undertake, represent and warrant that:


  • you will promptly provide us with any and all information that we may reasonably require from you from time to time so that you can connect to, and make use of, the Embedded Finance Solution and comply with our obligations under Applicable Law as they relate to the Embedded Finance Solution (including, without limitation, customer due diligence information). For the avoidance of doubt, you agree and acknowledge that we may cease your use of the Embedded Finance Solution immediately if you fail to provide us with the information that we request from you pursuant to this Clause;
  • you will immediately inform us of any material breach by you of or inability to comply with Applicable Laws, the Connected Account Terms or the Airwallex Agreement;
  • you have the right, power and authority, including under Applicable Law, to enter into the Connected Account Terms and to perform all of your obligations thereunder; and
  • you will provide Airwallex with accurate, up-to-date and complete information at all times.


  • The Platform Agreement may provide the Platform Provider with a right to view information in relation to your Account, if applicable, or do other things as part of the Embedded Finance Solution. Where this is provided for in the Platform Agreement, you agree that the Platform Provider will be appointed as an authorised user pursuant to the Airwallex Agreements with the authority to view information concerning your Airwallex Account and do such things on your behalf as is set out in the Platform Agreement (for example, deduct Platform Fees from your Airwallex Account where you have authorised the Platform Provider to do so).


  • You agree that one or more Airwallex Services may be provided by Airwallex affiliates, or our Third-Party Service Providers, and you  may therefore be required to enter into one or more agreements with such parties.


  • In relation to the Embedded Acquiring Activities, you acknowledge and agree the following:


  • Airwallex may settle funds to you and the Platform Account according to the Platform’s instruction to split the Net Settlement Amount between you and the Platform (“Split Instruction”). You shall be deemed to have given your authorisation to such Split Instructions.
  • Airwallex shall be entitled to rely on any documents, agreements and instruments executed or delivered by, or any consents given or actions taken by, the Platform Provider, to transmit transaction data and receive a portion of the Net Settlement Amount, as having been executed and delivered on behalf of, or given or taken on behalf of, you.
  • You acknowledge and agree that Airwallex may settle funds owed to you by Airwallex according to the Platform’s Split Instruction received by us. You acknowledge and agree that any payment made according to the Platform’s Split Instruction pursuant to this clause shall satisfy Airwallex’s obligation to make such full and final payment to you, and release our obligation to pay you under the Online Payment Terms.
  • For the purpose of this Clause: “Net Settlement Amount” has the meaning given to it under the Online Payment Terms.”


  • FEES


  • The Service Fees agreed with respect to the Airwallex Services are, unless otherwise agreed by us in writing, set out in the Fee Schedule.


  • You confirm and direct that where we, our affiliates or our Third-Party Service Providers receive a request or instruction from Platform Provider to deduct any amounts (including Platform Fees) from (i) funds received by us on your behalf prior to settlement into your Airwallex Account or (ii) the settled funds in your Airwallex Account, then the respective party shall comply with such request or instruction pursuant to information provided by Platform Provider, without the need for such party to verify that such amounts are accurate or are in fact owed by you to Platform Provider or us (as applicable), and shall transfer the relevant amount to Platform Provider. We may rely on this authorization until we have been notified by you in writing that you wish to revoke such authorization, upon which notice we will cease to accept instructions for deductions at our earliest convenience.


  • Except where required by Applicable Law, Airwallex and its affiliates are not responsible for and have no control over any Platform Fees or other amounts that Platform Provider may require you to pay.


  • SHARING OF DATA


  • You acknowledge and agree that we and Platform Provider may share your Connected Account Data between us, including personal information and transactional data. When we receive any of your Connected Account Data from Platform Provider we will use it in accordance with the Connected Account Terms, the Customer Agreement, these Connected Account Terms and our Privacy Policy. You acknowledge and agree that Connected Account Data being processed by the Platform Provider will be subject to the Platform Provider’s terms and conditions and privacy policy and as an independent data controller from Airwallex. Airwallex has no responsibility or liability in relation to Platform Provider’s processing of your Connected Account Data.  


  • For the purposes of the Connected Account Terms, the 'Agreed Purposes' for us to collect, hold, use or disclose such personal information under the Connected Account Terms are to:
  • provide the Embedded Finance Solution to you and manage our relationship with you and the Platform Provider;
  • enable us to comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks;
  • enable us to share Connected Account Data with our affiliates, applicable Third-Party Service Providers, and the Platform as necessary for Airwallex and such parties to provide the Embedded Finance Solution; and
  • enable us to comply with the Customer Agreements; and
  • all purposes set out in the Global Privacy Policy.


  • DISPUTES WITH PLATFORM PROVIDER AND PAYMENT PROCESSOR AND RELATED LIABILITY

  • You acknowledge that we, our affiliates, and applicable Third-Party Service Providers have no control over or responsibility for the actions or failures of Payment Processor or the Platform Provider. Airwallex is, for example, not liable if the Platform Provider fails to transfer funds to you in accordance with the Platform Agreement or fails to do so on time.


  • In the event of any complaint or dispute between you and the Platform Provider, you shall settle the dispute directly with the Platform Provider in accordance with the Platform Agreement. Such disputes shall not be dealt with under the Connected Account Terms.


  • We, our affiliates, and our Third-Party Service Providers are not liable for the Platform Services or any services provided by Payment Processors. The Platform Provider is solely responsible for the Platform Services. We, our affiliates, and our Third-Party Service Providers are not responsible for and do not guarantee the performance of Platform Services. We, our affiliates and our Third-Party Service Providers are not responsible for the acts or omissions of Platform Provider or Payment Processors, and we, our affiliates and our Third-Party Service Providers will not be liable for any loss caused by a Platform Provider. or Payment Processors. We, our affiliates and our Third-Party Service Providers are also not responsible for any payment that may be due to you for your business activity on the Platform.


  • You are solely responsible for, and we have no responsibility or liability for:
  • any obligations that you owe to Platform Provider under your agreement(s) with them; or
  • your compliance with Applicable Law.


  • INDEMNITIES


  • In addition to the indemnities set out herein and in the other Airwallex Agreements, you will indemnify and hold harmless, Airwallex, its affiliates, and Third-Party Service Providers against all losses, damages, costs (including legal fees) and expenses incurred or suffered by such entities in connection with or as a result of:

  • any transaction you enter into with your customers;
  • acting on any of your instructions that we reasonably believe to have been given by you or by the Platform Provider acting with your authority;
  • your breach of obligations to Platform Provider, or its customers or users;
  • your breach of Applicable Law;
  • your breach of the Connected Account Terms or the other Airwallex Agreements;
  • your use or misuse of the Embedded Finance Solution;
  • any chargebacks, refunds, fines, reversals of a transaction, or deduction of fees; or
  • any disputes between you and the Platform Provider.


  • TERMINATION AND SUSPENSION

 

  • Termination by either Party. Either Party may terminate the Connected Account Terms as a Service in accordance with the Airwallex Agreements. The termination of the Connected Account Terms will automatically terminate the other Airwallex Agreements in accordance with their respective terms. The termination of one or more of the other Airwallex Agreements will automatically terminate the Connected Account Terms (at Airwallex’s sole discretion).


  • Termination of the Embedded Finance Solution Agreement. We reserve the right to without notice immediately suspend or terminate the Connected Account Terms in the event the corresponding Embedded Finance Solution Agreement is terminated or suspended.


  • Termination of the Platform Agreement. We acknowledge that a Platform Agreement may be terminated by you or Platform Provider pursuant to its terms. In the event you issue or receive a notice to terminate the Platform Agreement, you must immediately notify Airwallex in writing of the effective date of such termination. You agree that Airwallex, its affiliates and Third-Party Service Providers have no liability or responsibility for deductions made pursuant to the Connected Account Terms that may occur after the termination of the Platform Agreement, but before you have informed Airwallex of such termination. The Airwallex Agreements will automatically be terminated when the Platform Agreement has been terminated.


  • Effect of Termination.  In the event of termination of the Connected Account Terms, you acknowledge and agree that we may continue to comply with instructions from Platform Provider under clause 6.1, up to the date termination takes effect.


  • You agree and consent to us informing the Platform Provider in the event that we issue or receive a notice of termination under clause 10.1 or 10.2.


  • Upon termination of the Connected Account Terms under clause 10.1, 10.2 or 10.3 we confirm that:
  • we will cease to provide access to or share your Connected Account Data with the Platform Provider; and
  • any authorization provided by you for deductions shall be deemed to have been revoked and we will cease to accept instructions for such deductions from the Platform Provider.

ONLINE PAYMENT TERMS


  • THESE TERMS
  • These Online Payment Terms (these ‘Online Payment Terms’) constitute a legal agreement which governs the provision of the Services by Airwallex (UK) Limited (‘Airwallex’, ‘us’, or ‘we’) to the entity or person identified in the Agreement (‘you’, ‘your’, or “Merchant”). Airwallex and Merchant are each a ‘Party’ and together the ‘Parties’.
  • If you receive Services from any additional party, we will provide you with details of those additional parties, each of which shall be deemed to be a party to these Online Payment Terms.
  • You must not access or use the Services unless you agree to abide by all of the terms and conditions in these Online Payment Terms including any Additional Terms.  
  • You agree that the Local Payment Method Terms will apply in relation to any Local Payment Methods in respect of which we allow you to use the Services.
  • The Parties agree that the Agreement (if applicable), the Schedules to these Online Payment Terms, any Additional Terms and other terms referenced in these Online Payment Terms are incorporated into and form part of these Online Payment Terms, in each case, as may be amended, varied, supplemented, modified or novated from time to time.
  • Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with this Agreement:
  • Acceptable Use Policy;
  • Cookie Policy and Privacy Policy;
  • Product Documentation.

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

  • Capitalised terms that are not otherwise defined in these Online Payment Terms have the meanings given in Schedule 1 (Definitions).
  • These Online Payment Terms shall take effect from the Commencement Date unless and until terminated by either Party in accordance with Clause 17 or termination of the Agreement.
  • During the term of these Online Payment Terms, we will provide a copy of these Online Payment Terms to you upon request.
  • In order to use our Services, you must first be approved by us. You will need to comply with our Product Documentation and reasonable directions regarding the integration and use of the Airwallex APIs.
  • PAYMENT SERVICES REGULATIONS
  • For the avoidance of doubt, your account at Airwallex (‘Airwallex Account’) does not qualify as a payment account under the Payment Services Directive (EU) 2015/2366 and the Payment Services Regulations 2017/752 (‘PSRs 2017’).
  • These Online Payment Terms apply to merchants of any size. However, to the fullest extent permitted by Applicable Law and subject to Clause 2.2, the Merchant:
  • agrees that none of the provision of Part 6 (information requirements for payment services) of the PSRs 2017 shall apply to these Online Payment Terms;
  • agrees that regulations 66(1) (charges), 67(3) and (4) (withdrawal of consent), 75 (evidence on authentication and execution), 77 (payer or payee’s liability for unauthorised transactions), 79 (refunds for direct debits), 80 (requests for direct debit refunds), 83 (revocation of a payment order), 91 (defective execution of payer-initiated transactions), 92 (defective execution of payee-initiated transactions) and 94 (liability for charges and interest) shall not apply to these Online Payment Terms; and
  • agrees that for the purposes of regulation 74(1) (notification of unauthorised or incorrectly executed payment transactions) of the PSRs 2017, the time period for notifying Airwallex of any unauthorised or incorrectly executed payment transaction is 3 months.
  • Clause 2.1 shall not apply to the extent that Merchant is a Micro-enterprise or a Charity.
  • You warrant and represent that you are not a Consumer and hereby acknowledge and agree that you may not continue to use the Services if you become a Consumer at any time.      
  • DUE DILIGENCE INFORMATION
  • You shall provide Airwallex with the following information (the ‘Due Diligence Information’) in the form specified by Airwallex:
  • if applicable, copies of your constitutional documents;
  • description of your basic business operations;
  • your enterprise email address;
  • information on your legal and beneficial owners (if applicable);
  • business names (both your legal and trading names);
  • URL of your online sites;      
  • your shipping address;    
  • financial statements and information relating to your financial standing; and
  • any other information we may reasonably request.
  • You shall provide Airwallex with any other relevant information upon Airwallex’s reasonable request from time to time (including, but not limited, to when Airwallex carries out annual or such other periodic reviews of your business and account with Airwallex).
  • 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.
  • You shall notify Airwallex of any changes to the Due Diligence Information in a timely manner as soon as reasonably practicable following such change. Upon the occurrence of such change, we may in our reasonable discretion decide whether to terminate the Services and these Online Payment Terms immediately.
  • We will check the Due Diligence Information and decide if we will provide or continue to provide you with the Services.
  • We will monitor, assess and audit the Transactions and your business from time to time.  We may opt to utilise a properly qualified third party to conduct such monitoring, assessment or audit.
  • If the outcome of the monitoring, assessment and/or audit is in our opinion unacceptable, we have the right to terminate the Terms in accordance with Clause 17.
  • You shall attend to, reasonably cooperate and participate in such monitoring, assessment, audits and/or random internet site visits as may reasonably be requested by us.
  • The Parties agree that failure to comply with Clauses 3.1, 3.2, 3.3, 3.4 and 3.8 will be a material breach of these Online Payment Terms by Merchant.
  • SERVICES
  • Under these Online Payment Terms, Airwallex may provide you with the following services (each a ‘Service and ’together the ‘Services’):
  • the ‘Payment Processing Service’ being:
  • acquiring services where Airwallex acts as the Acquirer;
  • indirect acquiring services where Airwallex collects funds for you from third-party Acquirers; or
  • Gateway Services,

and encompasses in each case (x) the processing and transmission by Airwallex of Authorisation Requests, Transaction Data and Capture Requests, and (y), where applicable, the subsequent collection and settlement by Airwallex of resulting Payments to Merchant.

  • any ‘Additional Services’ being the Fraud Control Service, currency conversion in accordance with Clause 12, or any other additional services that we have agreed to provide to you under these Online Payment Terms.
  • Subject to Clauses 4.3 and 4.4, you may use the Services from the Commencement Date.
  • You hereby acknowledge and agree on an ongoing basis that you may not use the Services unless and until you have provided all the information we request from you in accordance with Clause 3.1 and 3.2. 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.
  • 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 Kingdom or other applicable regions (which is available on our website at www.airwallex.com) and that you may not use the Services in respect of Prohibited Transactions.
  • 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 Online Payment Terms or any Services with immediate effect pursuant to Clause 17.5 if you have violated the Acceptable User Policy.
  • 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.
  • We may require you to enter into an Acquiring Agreement with us and an Acquirer or take other actions before you may access the Services again if your aggregate transaction volume exceeds the limits set by the Network Rules or our internal policies.
  • 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.
  • FEES
  • Airwallex shall provide you with the Services in accordance with Applicable Law and the Network Rules in return for the Service Fees.
  • The Parties agree that the Services Fees are immediately payable by you upon receipt of the relevant Service.
  • Unless stated otherwise, all Service Fees, charges and other payments to be made by you under these Online Payment Terms are exclusive of VAT and any other 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 Online Payment Terms (other than Tax payable on our net income, profits or gains) will be payable by you.
  • We will normally settle funds after netting and deducting any amounts owed by you to us. However, if there are still any amounts owed by you to us after such netting and deduction, while all sums are due immediately, they will be payable in accordance with the terms of any invoice issued by us to you.    
  • 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 you are not a Micro-enterprise or Charity, you agree that where the Payment Method Providers, Acquirers or the Networks respectively increase their fees or charges (including any interchange fees and/or network fees), these fees or charges will be automatically added to the Services Fees payable by you to us without prior notice.  
  • In deviation of this Clause 5, the Service Fees may be charged to you by a Platform. Such Service Fees may be disclosed to you by the Platform.
  • SETTLEMENT
  • 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:
  • typically within one or two business days following receipt of cleared funds from the Acquirer or Payment Method Provider. The Acquirer or Payment Method Provider normally settles to us within one business day (or any longer period the Acquirer or Payment Method Provider may take) following receipt of cleared funds from the Network or Local Payment Network. If there is a non-settlement date in any particular settlement currency, associated with the designated settlement currency, no settlement will take place on the non-settlement date in that particular currency);
  • at the expiry of the interval/period as reasonably determined by Airwallex or as otherwise agreed between the parties in writing;
  • the expiry of any period of deferment pursuant to Clause 6.5 in respect of the relevant Transactions.


  • We shall make the Settlement Payment to the Merchant by:
  • crediting the Net Settlement Amount to your Airwallex Account; or
  • where agreed in writing with you, initiating a bank transfer of the Net Settlement Amount to the Merchant Bank Account,


in the Settlement Currency. You agree that a nominated Airwallex Account will be used as the default method in which a Settlement Payment will be made, unless otherwise agreed in writing by the Parties.

  • 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.    
  • The Permissible Deductions referred to in Clause 6.3 are:
  • Service Fees;
  • Any fees payable by you to the Platform under your agreement with such Platform;
  • Refunds;
  • Refund Fees;
  • Chargebacks;
  • Chargeback Fees;
  • Chargeback Costs;
  • Assessments;
  • Additional Reserve amounts;
  • Claims;
  • Local Payment Method Claims;
  • VAT incurred; and
  • any other charges or amounts due and payable from you to us or Affiliates under these Online Payment Terms or otherwise.
  • In addition to our rights under Clauses 6.3 and 6.4, we may defer all or part of your Settlement Payment(s):          
  • where we reasonably believe that a Transaction (including activity which would otherwise have constituted a Transaction) may be fraudulent or otherwise involves criminal activity, until the satisfactory completion of our investigation and/or that of any Regulator, Network, Local Payment Network, Acquirer or Payment Method Provider or any other third party; or
  • 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 Online Payment Terms.
  • 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 the Merchant in relation to such amounts.
  • 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, Local Payment Network, Acquirer or Payment Method Provider, or any other third party.
  • 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.
  • Settlement Payments shall be paid in the Settlement Currency unless agreed otherwise in writing by you and us from time to time. If 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.
  • 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:
  • that a certain percentage of your Settlement Payment is held for a certain period of time;
  • that a fixed amount of your Settlement Payment is withheld and shall not be paid to you in accordance with Clause 6.2 of these Online Payment Terms; or
  • 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.

  • Settlement Payments subject to a Reserve are not immediately available for payment to your Merchant Bank Account or Airwallex Account (as applicable) for making Refunds. Other restrictions described in Clause 6.10(c) above may include:
  • limiting Settlement Payments immediately available to you;
  • changing the speed or method of making Settlement Payments to you;
  • 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).
  • 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 Airwallex Account or other accounts with Airwallex available for any open settlements, Chargebacks and other adjustments.    
  • To secure your performance of these Online Payment Terms, you grant to Airwallex a security interest (in the form of a charge) to any Settlement Payments held in Reserve.          
  • YOUR OBLIGATIONS
  • You shall at all times comply with:
  • the provisions of these Online Payment Terms;
  • the Network Rules;
  • Product Documentation;
  • applicable guidelines of the Acquirer;
  • Applicable Law; and
  • Sanctions Law.
  • You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall 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, Local Payment Networks, Acquirers and Payment Method Providers including the PCI SSC Standards.
  • You shall:
  • 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;
  • 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 MID assigned to you as required;
  • 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;
  • only accept Payments and submit Transaction Data to us in respect of Transactions which a Buyer has authorised in accordance with Applicable Law, the Network Rules and any other information or instructions provided or made available by us to you from time to time, and shall not knowingly submit any Transaction Data to us in respect of Transactions that is illegal or that you should have known was illegal;
  • 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;
  • 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;
  • provide Buyers with details of your goods and services, terms and conditions and complaints procedure and customer service contact point which shall be accessible by e-mail and/or telephone in the local language;
  • have a proper data protection policy and obtain consents or permissions from Buyers or other users for the sharing and processing of any relevant data with any of us, Networks,  Local Payment Networks, Acquirers, Payment Method Providers and Regulators in accordance with Applicable Laws; and
  • refrain from doing anything which we reasonably believe to be disreputable or capable of damaging the reputation or goodwill of us, our Affiliates, Networks,  Local Payment Networks, Acquirers or Payment Method Providers.      
  • We will monitor and control your behaviour and your use of the Services, and perform risk management on you, you shall provide reasonable assistance to us upon our request. We are entitled to set additional parameters for risk management in our reasonable judgement. If you exceed such parameters, we shall, in our sole discretion, request remediation actions from you, pass any fines received from the Networks, Local Payment Networks, Payment Method Providers and Acquirers, suspend the Services and/or terminate the Terms.
  • You shall promptly notify us of any security breach or potential security breach that is related to Personal Data.
  • You shall clearly display the details of your services and/or goods contact on your website (if any).
  • You shall only use the logos/design approved by the Networks and Local Payment Networks in accordance with their respective rules, including any reproduction, usage and artwork standards that may be in effect from time to time.
  • You shall ensure that Buyers are fully and fairly informed of the price for concluding a Transaction with you.
  • SANCTIONS LAW AND PREVENTION OF BRIBERY
  • 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.
  • 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 programmes or other government contracts on the grounds of a Prohibited Act.

  • 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.
  • RECURRING TRANSACTIONS
  • 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.
  • Subject to Clause 9.1, in respect of Recurring Transactions, you shall:  
  • obtain a Recurring Transaction Authority from the Buyer;
  • confirm to the Buyer within two (2) Business Days of the date of the Recurring Transaction Authority that the Recurring Transaction Authority has been established;
  • notify the Buyer via the agreed method of communication at least seven (7) Business Days prior to a Recurring Transaction payment being charged to the Buyer’s Payment Method whether: (i) the payment amount or payment date has changed; (ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) any trial period, special offer or promotion has expired; or as otherwise required in accordance with the applicable Network Rules;
  • not effect (or attempt to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, or once the Buyer has notified you that the it wishes to cancel the Recurring Transaction Authority;
  • 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
  • provide us with copies of any Recurring Transaction Authority on demand.
  • REFUNDS
  • You shall maintain and disclose to Buyers at the time of purchase a policy for the return of goods or cancellation of services. You shall not give a cash refund to a Buyer for a payment made using a Card or Local Payment Method, unless required by Applicable Law, nor accept cash or other compensation for making a refund to a Card or Local Payment Method.
  • The form and procedure for making Refunds shall depend on the relevant Payment Method. A Refund only arises in circumstances where there is an originating Transaction which is being reversed or partially reversed. We will not be able to process any Refund request if (i) the amount of the Refund exceeds the amount of the originating Transaction; or (ii) you do not have sufficient balance in your Aggregate Payment Amount or sufficient funds in your Airwallex Account. We shall be authorized to deduct the Refund from your Aggregate Payment Amount and the funds in your Airwallex Account.
  • A Refund request may be processed only if it is made within one year or such shorter period as determined by the Network or Payment Method Provider from the date of the originating Transaction.
  • We may refuse to execute a Refund if it does not meet the conditions in these Online Payment Terms or is prohibited by Applicable Law or Sanctions Laws, or rejected by the Acquirer. 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.
  • If 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. If 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.
  • Subject to the provisions of Clause 10.5 and where you are a Micro-enterprise or Charity we are liable for:
  • the correct execution of Refunds unless we can prove to the Buyer and, if relevant, the Buyer’s payment service provider that the Buyer’s payment service provider received the amount of the Refund in accordance with Clause 10.4. If applicable, on your request, we will make immediate efforts to trace a non-executed or defective Refund and notify you of the outcome and without undue delay refund to you the amount of the non-executed or defective Refund; and
  • any: (i) charges for which you are responsible; and (ii) interest you must pay,

in each case, as a consequence of the non-execution or defective execution.

  • 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.  
  • You agree that each Refund Fee represents a debt immediately due and payable by you to us.
  • Without limiting any of the foregoing in this clause 10, in the event that we process a Refund, if such Refund relates to a Transaction that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Refund will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Airwallex.
  • CHARGEBACKS
  • You agree that each Chargeback and each Assessment represents a debt immediately due and payable by you to us.
  • 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.
  • 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.
  • Pre-chargeback Services.
  • 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”).
  • You acknowledge the Pre-chargeback Services are ultimately provided by affiliates of Networks or other third parties (“Pre-chargeback Service Provider”).
  • 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.  
  • You authorise us to share any Customer Data with the Pre-chargeback Service Providers where they request such data in connection with their provision of the Pre-chargeback Services.
  • In the event that you wish to dispute a Chargeback, it is your responsibility:
  • to prove to our reasonable satisfaction (which shall, subject to Clause 11.5 and without limitation, be conditional upon the relevant Network, Local Payment Network, Acquirer or Payment Method Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer’s account was authorised by such Buyer; and
  • (additionally) to provide us with such other evidence as we or any Network, Local Payment Network, Acquirer or Payment Method 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.
  • 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, Local Payment Network, Acquirer or Payment Method Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.
  • 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 Online Payment Terms for whatever reason, we shall remain, without prejudice to Clause 6, entitled to (i) use Pre-chargeback Services to process pre-chargeback requests in relation to Transactions effected during the term of these Online Payment Terms and recover Pre-chargeback Service Fees or other relevant costs from you; 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 Online Payment Terms) in respect of all Chargebacks that occur in relation to Transactions effected during the term of these Online Payment Terms.
  • If you wish to dispute a Chargeback or Assessment, you will do so in accordance with the applicable procedure set out in the Network Rules. In the case of a disputed Chargeback or Assessment, you must provide us within any specified timeframe with the evidence required by us, Network, Local Payment Network, Acquirer or Payment Method Provider.
  • We will apply a Chargeback Fee as set forth in the Fee Schedule to any Chargeback.
  • We may suspend all or part of the Services if the ratio of Chargebacks to Transactions is excessive or we otherwise consider, in our sole and absolute discretion, that the total volume or value of Chargebacks is excessive.
  • Without limiting any of the foregoing in this Clause 11, in the event of a Chargeback that relates to a Transaction that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Chargeback will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Airwallex.
  • INFORMATION REQUEST & PERIODIC REVIEWS
  • 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 of our request.
  • 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.
  • You shall, at your own expense, cooperate with us, a Network, a Local Payment Network, Acquirer, Payment Method Provider or Regulator regarding any investigation, enquiry or proceedings in connection with matters arising out of this Agreement or your relationship with us and provide any information or records as reasonably requested by the relevant party.
  • 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:
  • the Transaction Mix figures differ from the Transaction Mix figures you previously provided to Airwallex; or
  • 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 Online Payment Terms (unless you and Airwallex otherwise agree in writing) upon the expiration of the Fee Change Notice Period.

  • You must promptly provide us with any information reasonably requested by Airwallex in relation to any periodic review carried out under these Online Payment Terms.      
  • FOREIGN CURRENCY & CURRENCY CONVERSIONS
  • Settlement Currency. If 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.
  • 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 Online Payment 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.
  • Foreign Currency Settlement Fee. Subject to Clause 13.5, if the Transaction currency is in any other currency other than Euro, and we pay the Settlement Payment to you in that other currency, then Airwallex will charge you a Foreign Currency Settlement Fee on the Transaction Value.  For example, if the Transaction currency is in USD and the Settlement Payment is made in USD, we will charge you a Foreign Currency Settlement Fee.
  • FX Conversion Fee. Subject to Clause 13.5 if we pay the Settlement Payment to you in a Settlement Currency that is different from the Transaction currency, then Airwallex will charge you a FX Conversion Fee on the Transaction Value. For example, if the Transaction is in USD and we settle EUR to you, we will charge you a FX Conversion Fee.
  • Applicability of Foreign Currency Settlement Fee and FX Conversion Fee. The Parties acknowledge and agree that:
  • 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
  • the Foreign Currency Settlement Fee is not applicable to LPM Transactions.
  • Currency conversions by Airwallex and Payment Method Providers. You acknowledge and agree that:
  • 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
  • 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 EUR, Airwallex may convert that USD amount to EUR and pay it to you as the Settlement Payment.  

  • Supported Currency changes. Without limiting any of our rights under these Online Payment 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.  
  • 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 Euro 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.
  • You acknowledge and agree that, to the extent that the FX Conversion Fee applies to any reversal of the original Transaction by us under these Online Payment Terms (including, but not limited to, a Refund or Chargeback) (a 'Reversal'), 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.
  • REPRESENTATIONS AND WARRANTIES
  • 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 Online Payment Terms:
  • if it is a corporation, it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;
  • it is properly registered to do business in all jurisdictions in which it carries on business;
  • it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;
  • it has the corporate power, authority and legal right to execute and perform these Online Payment Terms and to carry out the transactions and its obligations contemplated by these Online Payment Terms;
  • these Online Payment Terms shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in these  Online Payment 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 Online Payment Terms and perform its obligations;
  • neither (a) the entry into of these Online Payment Terms, nor (b) the performance by the Party of these Online Payment 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 (iii) violate any Applicable Law or Network Rules to a material extent; and
  • 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 Online Payment Terms.
  • 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 programme(s).
  • You warrant that you are not and will not be a payment facilitator as according to the Network Rules during the period of this Agreement.
  • You warrant and represent that you shall abide by Applicable Laws and applicable Network Rules, including anti-money laundering legislation, and that you shall report to us any Transaction(s) which you deem to be suspicious.
  • 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.
  • DATA PRIVACY
  • Each Party acknowledges and agrees that, for the purposes of Data Protection Legislation, each of Airwallex, Merchant and Acquirer is an independent Data Controller of Transaction Personal Data and that it determines the purposes for which and the manner in which the Transaction Data and / or  Personal Data is, or is to be, processed.
  • The Parties agree that, for the purposes of Data Protection Legislation, it is their mutual understanding that the Parties shall not constitute joint Data Controllers.
  • You shall ensure that in respect of all Transaction Personal Data provided to us or the Acquirer by you under this Agreement, and in respect of the use of that Transaction Personal Data under this Agreement: (a) all necessary fair processing notices have been provided to and consents obtained from Data Subjects by you, including to specify and include Airwallex and Acquirers as independent Data Controllers in respect of the Data Subject’s Personal Data and to include a statement that Airwallex’s and Acquirer’s Privacy Policy can be found on their respective corporate website; and (b) all necessary steps have been taken to ensure that Transaction Personal Data has been collected and Processed in accordance with the principles set out in Data Protection Legislation, including in particular those relating to: (i) lawful, fair and transparent Processing; (ii) specified, legitimate and explicit purposes of Processing; and (iii) adequate, relevant and not excessive Processing.
  • You have clearly displayed your privacy policy to the Data Subjects and obtained their consent for such policy, which shall offer such protection to the Data Subject no less than that offered by our Privacy Policy.  
  • If you receive any complaint, notice or communication from a Data Protection Authority which relates directly to (i) our Processing of the Transaction Personal Data; or (ii) a potential failure by us to comply with Data Protection Legislation in respect of your or our activities under or in connection with these Online Payment 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.
  • If a Data Subject makes a written request to either Party to exercise any of their rights under Data Protection Legislation in respect of Transaction Personal Data, the receiving Party shall respond to that request in accordance with Data Protection Legislation. To the extent the request concerns processing of Transaction Personal Data undertaken by the other Party, the receiving Party shall: (a) promptly and without undue delay forward the request to the other Party; and (b) cooperate and provide reasonable assistance in relation to that request to enable the other Party to respond in accordance with Data Protection Legislation.
  • You acknowledge that we may disclose Transaction Data or Personal Data to any Data Protection Authority, law enforcement authority or Regulator in accordance with Applicable Law.
  • You acknowledge and agree that we and the Acquirer reserve the right to place any data related to you in a terminated merchant file established by the Networks or Local Payment Networks for termination due cause in accordance with the Network Rules.
  • You warrant that you will comply with applicable Data Protection Legislation. In particular, you undertake to implement appropriate measures to ensure that all Personal Data is kept secure and against accidental or unlawful destruction or alteration, unauthorized disclosure or access and against other unlawful forms of processing.
  • You acknowledge and agree that we may process and use the requested data in accordance with these Online Payment Terms, and we may disclose the data related to you to the Acquirer and all other relevant third parties (which might be outside the European Economic Area), as applicable, for the purpose described in these Online Payment Terms.
  • You acknowledge and agree that Personal Data may be processed by both Airwallex and Acquirers in relation to its respective acquiring services, to perform checks to ensure compliance with applicable legal and regulatory requirements. We and the Acquirers may furthermore anonymise data and use it for analysis of statistical trends, carrying out actuarial work, business planning, risk assessment and to analyse costs and charges. We and the Acquirers may share anonymized data with any person in connection with a sale of its business, shares or assets (as relevant). We and the Acquirers may share data with its PCI-DSS compliant third party service providers and vendors as necessary to perform their obligations under this Agreement or the agreement between Airwallex and the Acquirers.
  • You acknowledge and agree that the we and Acquirers may disclose Personal Data to the police, any competent regulatory authority, or any other investigating body, or the Networks or Local Payment Networks, for use in the prevention or detection of fraud or other criminal activity (including but not limited to tax evasion), or to any credit reference agency which we or the Acquirer also use as a source of information and other disclosure in accordance with Clause 15.
  • CONFIDENTIALITY
  • The Parties agree that they shall:
  • treat as confidential all Confidential Information obtained from the other Parties under these Online Payment Terms;
  • use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed;
  • not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and
  • take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorised disclosure.
  • Each Party may disclose Confidential Information only if it can demonstrate that the Confidential Information:
  • is required to be disclosed by any court of competent jurisdiction, Regulator, by the rules of a recognised stock exchange or by Applicable Law or the Network Rules;
  • was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure;
  • is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 16;          
  • is received from a third party who is not under an obligation of confidentiality in relation to the information; or
  • is developed independently without access to, or use or knowledge of, the Confidential Information.
  • TERM AND TERMINATION
  • These Online Payment Terms shall come into force on the Commencement Date and, unless otherwise terminated earlier in accordance with these Online Payment Terms, continue thereafter until it is terminated in accordance with Clause 17.2, 17.3, 17.4 or 17.5.
  • We may terminate these Online Payment Terms by giving you two (2) calendar months’ written notice.
  • Either Party may terminate these Online Payment Terms or any Service with immediate effect by giving written notice if the other Party is:
  • in material breach of these Online Payment 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;
  • insolvent or reasonably suspects that the other Party may become Insolvent;
  • is the subject of any corporate action, legal proceedings or other procedure or step which is taken in relation to:
  • the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement, composition, compromise or or otherwise) other than a solvent liquidation or reorganisation, composition, compromise or arrangement;
  • a composition, compromise, assignment or arrangement with any creditor;
  • the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, monitor or other similar officer in respect of its assets;
  • enforcement of any security over its assets,

or any analogous procedure or step is taken in any jurisdiction.

  • We may terminate these Online Payment Terms or any Service with immediate effect by giving written notice to you if:
  • you have violated the Acceptable Use Policy;
  • you fall below any relevant thresholds as determined by us from time to time;
  • 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:
  • to be disreputable or capable of damaging the reputation of us or that of any           Network, Acquirer, Local Payment Network or Payment Method Provider;
  • to be detrimental to our systems, business or that of any Network, Local Payment Network or Payment Method Provider;
  • may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;
  • may or does give rise to increased risk of loss or liability to any of us;
  • may affect your ability or willingness to comply with all or any of your obligations or liabilities under these Online Payment Terms; or
  • to be or to be for a purpose contrary to Applicable Law and/or any policy of ours in relation to Applicable Law;
  • you include anything in these Online Payment Terms, the Master Services Agreement or application for the Services which is untrue, inaccurate or misleading;
  • we are required to do so by any Acquirer, Network, Local Payment Network, Payment Method Provider or Regulator or under the Network Rules or Applicable Law or reasonably believe that a Transaction or these Online Payment Terms or the performance thereof may be contrary to Applicable Law or Sanctions Law;
  • a Network, Local Payment Network, Acquirer, 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
  • the ratio of Chargebacks to Transactions exceeds thresholds set by the Payment Method Providers, or we consider in our sole and absolute discretion that the total volume or value of Refunds, Chargebacks and/or declined Authorisation Requests is excessive.
  • We may suspend all or part of the Services, including any Transactions or Refunds, if we determine that you have breached these Online Payment Terms or are likely to breach these Online Payment Terms.
  • The termination rights set forth in these Online Payment Terms apply in lieu of any termination rights available under Applicable Law.
  • INDEMNITY
  • You will indemnify us Networks, Acquirers and the Local Payment Providers and hold us, Networks, Acquirers and the Local Payment Providers harmless and indemnified from, against and in respect of all and any Losses in relation to any Claims brought against us by a Buyer, Network, Local Payment 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 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);
  • any breach of the requirements or failure by you to comply with: (i) the requirements of a Network, Local Payment Network, Acquirer or Payment Method 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;
  • 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;
  • the enforcement or attempted enforcement of these Online Payment Terms;
  • 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
  • any breach by you of the provisions of Clauses 15 and 16;

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

  • 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:
  • any actual security breach or security breach reported to you by a Network, Local Payment Network, Acquirer, Payment Method Provider,  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
  • 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 Online Payment Terms by you.

  • LIMITATION OF LIABILITY
  • Nothing in these Online Payment Terms shall exclude or restrict liability for:
  • Losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation or wilful default;
  • death or personal injury resulting from a Party’s negligence;
  • Losses suffered by us in respect of any Chargebacks or Assessments;
  • any Service Fees, Permissible Deductions, or other amounts due to us;
  • any indemnity provided under these Online Payment Terms;    
  • any other liability to the extent it cannot be lawfully excluded or limited.
  • We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under these Online Payment Terms if and to the extent that such failure is due to:
  • circumstances beyond our reasonable control;
  • 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, Local Payment Network or Acquirers) and is not caused by our breach of these Online Payment Terms;
  • 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;
  • your failure to provide complete and/or correct Data to us and/or your negligence and/or breach of these Online Payment Terms;
  • a suspension of the Services by us in accordance with these Online Payment Terms;
  • your breach of these Online Payment Terms, negligence, wrongful or bad faith acts or omissions; or
  • any deferment/withholding of the Settlement Payment(s) otherwise due to you in accordance with the provisions of these Online Payment Terms.
  • Neither Party shall be liable for:
  • loss of profits, revenue or anticipated savings (including those anticipated or forecast);
  • loss of goodwill (or any other damage to reputation);
  • loss connected with or arising from business interruption;
  • loss of opportunity, business or contracts;
  • loss of bargain;
  • lost or corrupted data (or loss associated with the same); and/or
  • 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.

  • Our aggregate liability to you in relation to all Claims arising out of, or in connection with the Services or these Online Payment Terms during each Contract Year shall be limited to:
  • in the first Contract Year, a sum equal to the average monthly Service Fees paid, 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
  • in each Contract Year thereafter, a sum equal to the Service Fees paid, 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.
  • NOTICE
  • The Parties agree that any notice to be given under or in connection with these Online Payment 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):
  • by email to legal@airwallex.com;
  • by mail to Labs House, 15-19 Bloomsbury Way, London, United Kingdom, WC1A 2TH.
  • The Parties agree that any notice to be given under or in connection with these Online Payment 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):
  • by mail to any mailing address we have recorded for you in your Airwallex Profile;
  • by email to the email address we have recorded for you in your Airwallex Profile;
  • 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.
  • 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 unauthorised use or security compromise.
  • 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 (GMT) 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 (GMT) on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.
  • CHANGES TO THESE ONLINE PAYMENT TERMS AND THE SERVICES
  • From time to time, we may vary the provisions of these Online Payment Terms, the Schedules to these Online Payment Terms (including the Fee Schedule) by giving notice to you in writing.


  • Subject to sub-paragraph 21.3, we may change these Online Payment Terms by giving you two (2) months’ prior notice. We will consider that you have accepted the proposed changes if you do not terminate these Online Payment terms by giving us written notice during that notice period.
  • If you are not a Charity or Micro-enterprise, sub-paragraph 21.2 does not apply to you and we may change these Online Payment terms by giving you one (1) month’s notice.  We will treat you as having accepted the proposed change(s) if you do not terminate the Terms during that notice period.
  • We may also make changes immediately, without prior notice, if those changes:
  • are necessary to comply with any Applicable Law or Network Rules; or


  • relate to the addition of a new service or extra functionality of our Services and do not affect terms relating to the existing Services.
  • 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 two months’ prior written notice.
  • We may also, from time to time, require you to update or make a change in software, interfaces or operating procedures, in order to continue using the Services or the Airwallex Platform. We may send you some additional information on how to implement those changes.  We shall aim to send you this information as soon as reasonably practicable.
  • GOVERNING LAW

23.1 These Online Payment Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party agrees that the courts of England and Wales shall have jurisdiction to settle any dispute or claim arising out of or in connection with these Online Payment Terms.

  • SET-OFF

24.1 If at any time an amount payable by you under these Online Payment 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 Online Payment Terms or any other agreement you have with Airwallex.

  • FURTHER ASSURANCES
  • You agree, at your own expense, to:
  • execute and do everything else reasonably necessary or appropriate to bind you under these Online Payment Terms; and
  • use your best endeavours to cause relevant third parties to do likewise.
  • If we determine that any part of these Online Payment 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 English 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:
  • ensuring that the security interest is enforceable, perfected and otherwise effective; or
  • 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
  • enabling us to exercise rights in connection with the security interest.
  • Everything you are required to do under this Clause 24 is at your expense. You agree to pay or reimburse our reasonable costs, charges and expenses in connection with anything you are required to do under this Clause 24.
  • THIRD-PARTY RIGHTS

25.1 A person who is not a party to these Online Payment Terms (other than a Local Payment Provider) has no rights under the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation under Applicable Law) to enforce any term of these Online Payment Terms save that the obligations of the Merchant under these Online Payment Terms are owed to Airwallex’s Affiliates each of whom may enforce the terms of these Online Payment Terms against Merchant.

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SCHEDULE 1 - DEFINITIONS

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

Acceptable Use Policy

means Airwallex’s Acceptable Use Policy as referred to in Clause 1.6;

Acquirer

means, in relation to the Payment Processing Service:

  • where we provide acquiring services to you directly, Airwallex;
  • where we act as a provider of indirect acquiring services, a third party with whom we have entered into an agreement for settlement of Merchant funds; and
  • where we provide you with Gateway Services, a third party that has an agreement with you to settle funds to you;

Acquiring Agreement

means an agreement between Merchant and an Acquirer for the collection and settlement by Acquirer of Payments to Merchant, which may be in the form of Commercial Entity Agreement or any other form requested by us;

Additional Services

has the meaning given to it in Clause 4.1(b));

Additional Terms

means the additional terms which vary or amend these Online Payment Terms, as set out in the “Special conditions” section of the Master Services Agreement;  

Affiliate

means: (a) a director, officer, partner, member, manager, executor or trustee of such person and (b) any person directly or indirectly controlling, controlled by, or under common control with, that person. For purposes of this definition, “control,” “controlling,” and “controlled” mean having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise;

"Airwallex Profile"

means the electronic information profile that records the Customer's personal or business details (as applicable) and that is used to log in to and use the Airwallex Platform;

"Applicable Law"

means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgment of a relevant court of law, including in relation to money service business, payment services, anti-money laundering, consumer and data protection;

Airwallex API

means the technical interface setting out the protocols and specifications required to effect an integration of the Customer’s technical systems with the Airwallex Platform for Authorised Users to use the Services;

Airwallex Platform or Platform

means the proprietary technology and associated products (including but not limited to those found on the Webapp and through an Airwallex API) devised by Airwallex to provide customers with Services under these Online Payment Terms;

Aggregate Payment Amount

means the aggregate amount in the Settlement Currency of all Payments which are due to be settled to Merchant;

Applicable Law

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

Assessment

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

Authorisation

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

Authorisation Request

means a request for Authorisation;

Authorised User

has the meaning given to it in Clause 2.4;

BNPL Agreement

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

BNPL Provider

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

BNPL Structure

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

BNPL Transaction

means a Transaction made under the BNPL Structure.

Business Day

means a day other than a Saturday, Sunday or public holiday in England on which banks are open for normal banking business in London, United Kingdom;

Buyer

means the person purchasing products or services from the Merchant;

Capture Request

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

Card

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

Card Provider

means the issuer of a Card;  

Chargeback

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

Chargeback Costs

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

Chargeback Fee

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

Charity

means a body whose annual income is less than £1 million and is (a) in England and Wales, a charity as defined by section 1(1) of the Charities Act 2011 (meaning of “charity”); (b) in Scotland, a charity as defined by section 106 of the Charities and Trustee Investment (Scotland) Act 2005 (general interpretation) or, in Northern Ireland, a charity as defined by section 1(1) of the Charities Act (Northern Ireland) 2008 (meaning of “charity”) or as defined in the PSRs from time to time;

Claim

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

Commencement Date

means the date specified in the Master Services Agreement or the date you agree to these Online Payment Terms in the Online Application (whatever is earliest);

Commercial Entity Agreement

means commercial entity agreement set out in Schedule 2 (Commercial Entity Agreement for Card Processing Services) to these Online Payment Terms;

Confidential Information

means these Online Payment Terms and information relating to it (other than Transaction Data), or provided pursuant to it, that is designated as “confidential” or which by its nature is clearly confidential, howsoever presented, whether in oral, physical or electronic form and which is disclosed by one Party to another hereunder, including (but not limited to) pricing and specifications relating to the Services;

Consumer

means a consumer within the meaning of the PSRs 2017;

Contract Year

means the calendar year commencing from the date and month of the Commencement Date and any subsequent calendar year;

Customer Details

means the details set out in the Online Application or the Master Services Agreement (as may be applicable);

Data Complaint

has the meaning given to it in clause 15.3;

Data Controller

any person who alone or jointly or in common with others determines the purposes for which and the manner in which Personal Data is, or is to be, processed;

Data Protection Authority

public authorities that have regulatory or supervisory authority over a Network, Local Payment Network, Payment Method Provider Acquirer, Airwallex or you in the area of protection of Personal Data;

Data Protection Legislation

all Law applicable to the protection of Personal Data, including the General Data Protection Regulation ((EU) 2016/679)) and the Data Protection Act 2018 of the United Kingdom;

Data Subject    

  means an identified or identifiable individual whose Personal Data is Processed under these Online Payment Terms;

Due Diligence Information

has the meaning given to it in clause 3.1;

Interchange Fees

means any fees charged by the issuer of Cards via the Network. Interchange Fees are charged on Transactions as well as Authorizations. Interchange Fees differ depending on card processing dynamics (e.g. Network, card type, region), and are revised on a regular basis by relevant Network;

Fee Schedule

means the fee schedule applicable to the Services published by Airwallex on www.airwallex.com or as otherwise agreed in writing with you, if applicable, or as agreed between you and the Platform in accordance with Clause 5.6.

Foreign Currency Settlement Fee

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

Fraud Control Service

means the monitoring and analysis of Transactions by Airwallex to identify and block fraudulent Transactions;

FX Conversion

means an agreement between the Parties in which one currency is sold or bought against another currency at an agreed exchange rate;

FX Management Fee

means the fee referred to in clause 13.3;

Gateway Fee

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

Gateway Service

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

Hosted Checkout Page

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

Insolvent

means:

  • in respect of a person, that that person is unable to pay its debts as defined in s.123 (1) or (2) Insolvency Act 1986 EXCEPT THAT in the interpretation of this definition: (i) the words “it is proved to the satisfaction of the court that” in subsections (1)(e) and (2) of section 123 shall be deemed to be deleted; and (ii) a Party shall not be deemed to be unable to pay its debts if any demand under section 123(1)(a) or section 268(1)(a) is being contested in good faith by such Party and such Party has adequate funds to discharge the amount of such demand or if any such demand is satisfied before the expiration of 21 days from the date on which it is made;
  • (where you are an individual) you are the subject of a bankruptcy petition or order;
  • (where you are an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
  • where you are a partnership) you have any partner to whom any of the foregoing apply;
  • (where you are an individual) you die or, by reason of illness or incapacity (whether mental or physical), you are incapable of managing your own affairs or become a patient under any mental health legislation;

Klarna

means Klarna Bank AB (publ), a company incorporated in Sweden, having its registered office at Sveavägen 46, SE-111 34 Stockholm, Sweden or any affiliated company;

Klarna BNPL Agreement

means any agreement required by Klarna as the BNPL Provider, to be entered into between the Buyer and you;

Local Payment Method

means any of the local payment methods that we allow you to accept from time to time, including any we have agreed in writing with you;

Local Payment Method Claim

has the meaning given in paragraph 1.8.3 of Schedule 3;

Local Payment Network

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

Local Payment Provider

means the issuers of a Local Payment Method or Local Payment Network;

Losses

means any liabilities, losses, damages, charges, fines, costs and/or expenses (including reasonable and properly incurred legal fees and/or expenses);

Mark

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

Master Services Agreement    

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

Merchant Bank Account

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

Micro-enterprise

means an enterprise (i.e. any person engaged in an economic activity, irrespective of legal form) which employs fewer than 10 persons (full time or equivalent) and whose annual turnover and/or annual balance sheet total does not exceed EUR 2 million or the sterling equivalent or as defined in the PSRs 2017 from time to time;  

MID

means merchant identifier;

Net Settlement Amount    

means as defined in Clause 6.3

Network

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

Network Rules

means all applicable rules and regulations of Networks and Local Payment Networks and operating guidelines, policies, procedures, manuals, announcements, bulletins and other requirements issued by the Networks, Local Payment Networks or Payment Method Providers from time to time which relate to (amongst other things) Cards, Payments, Transactions, Local Payment Methods and the related processing of data including but not limited to:such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Visa (including rules regarding the use of Visa-Owned Marks, Visa acceptance, risk management, Transaction processing, and any Visa products, programs or services in which you are required to, or choose to participate); andsuch rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Mastercard International Incorporated, Maestro International Inc., and their subsidiaries and affiliates;

OFAC

means the Office of Foreign Assets Control of the United States Department of Treasury

Online Application

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

Payment

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

Payment Methods

means Cards and Local Payment Methods;

Payment Method Fee

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

Payment Method Providers

means Card Providers and the issuers of Local Payment Methods;

Payment Processing Service

has the meaning given to it in Clause 4.1(a);

PCI SSC Standards

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

Permissible Deductions

has the meaning given to it in Clause 6.4;

Personal Data

means any data (a) relating directly or indirectly to a living individual; (b) from which it is practicable for the identity of the individual to be directly or indirectly ascertained; (c) or a combination of such data and other information in the possession of, or likely is to come into possession of, the Data Controller;

Privacy Policy

means our privacy which is made available on our website at https://www.airwallex.com/uk/terms/privacy-policy or provided to you separately as amended from time to time;

Process

any operation or set of operations performed upon Personal Data or sets of Personal data, whether or not by automated means, and “Process” shall be construed accordingly.

Product Documentation

means the documentation and guidelines applicable to the Airwallex products and services found on our website www.airwallex.com/docs and http://www.airwallex.com/docs/api;

Prohibited Act

means:

  • to directly or indirectly offer, promise or give any person working for or engaged by the Airwallex a financial or other advantage as an inducement or reward for any improper performance of a relevant function or activity in relation to obtaining these Online Payment Terms or any other contract with the Merchant;
  • to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these Online Payment Terms;
  • committing an offence: (i) under the Bribery Act 2010; (ii) under legislation or common law concerning fraudulent acts; (iii) of defrauding, attempting to defraud or conspiring to defraud the Airwallex;
  • any activity, practice or conduct which would constitute one of the offences listed under (c) above if such activity, practice or conduct had been carried out in the UK.

Prohibited Transactions

means transactions that violate or contravene the Acceptable Use Policy which is available at www.airwallex.com or transactions prohibited by the Networks or Local Payment Providers;

Receivables

means as defined in paragraph 9.1 of Schedule 3;

Recurring Transaction

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

Recurring Transaction Authority

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

  • the amount of the Recurring Transaction and whether it is fixed or variable;
  • the dates on which the Recurring Transaction will be charged by the Merchant to the Buyer’s Payment Method and whether the dates are fixed or variable;
  • the method by which the Merchant will communicate with the Buyer in respect of the Recurring Transaction Authority; and
  • a statement that the Buyer is entitled to cancel the Recurring Transaction Authority at any time;

Refund

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

Refund Fee

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

Regulator

means any governmental or regulatory authority, and/or any self-regulatory authority, governmental department, agency, commission, board, tribunal, crown corporation, or court or other law, rule or regulation making entity having jurisdiction over any of the Parties and/or their businesses or any part or subdivision thereof in any territory in which the Services are made available or any local authority, district or other subdivision thereof and anybody which succeeds or replaces any of the foregoing;

Reserve

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

Sanctions Authorities

has the meaning given to it in the definition of Sanctions Laws;

Sanctioned Person

means a person that is (a) listed on, or owned or controlled by a person listed on any Sanctions List; (b) located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide sanctions; or (c) otherwise a target of Sanctions Laws;

Sanctions Law

means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a) Australia; (b) the United States; (c) the United Nations; (d) the European Union; (e) the United Kingdom; or (f) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Australian Sanctions Office, OFAC, the United States Department of State, and Her Majesty’s Treasury (together ‘Sanctions Authorities’);

Sanctions List

means the Consolidated List, list issued by the Australian Sanctions Office, OFAC, the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury (UK), the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, or any similar list issued or maintained or made public by any of the Sanctions Authorities;

Service Fees

means the fees specified in the Fee Schedule including, but not limited to, the Gateway Fee, Payment Method Fee, Refund Fee, FX Conversion Fee, Foreign Currency Settlement Fee, and Pre-chargeback Service Fee;

Services

has the meaning given to it in Clause 4;

Settlement Currency

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

Settlement Payment

means payment of the Net Settlement Amount by us to the Merchant in accordance with Clause 6;

Supported Currencies

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

Territory

means the UK and the territories approved by Airwallex from time to time;

Transaction

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

Transaction Data

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

Transaction Limit

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

Transaction List

has the meaning given to it in Clause 6.6;

Transaction Personal Data

Personal Data relating to a specific Transaction and which it is necessary to process in connection with the provision of the Services;

Transaction Value

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

Webapp

means the online user interface that the Customer and its Authorised Users may use to access the Airwallex Platform and the Services.

SCHEDULE 2 - COMMERCIAL ENTITY AGREEMENT FOR CARD PROCESSING SERVICES

This Commercial Entity Agreement for Airwallex Payment Card Funded Processing Services (‘Commercial Entity Agreement’ or ‘CEA’) is agreed with all Merchants that are Commercial Entities (as defined by Visa Europe, Visa Inc, Visa International, MasterCard Worldwide, UK Maestro, Solo and/or International Maestro (together the ‘Networks’)). Each such Merchant may be referred to herein as ‘you’ and/or ‘your’. This CEA constitutes your separate legally binding contract for credit and debit card processing for Airwallex transactions between you and the Acquirer (as defined below).


For the purposes of this CEA, ‘Acquirer’ will mean_____________. In this CEA ‘we’, ‘us’ and ‘our’ refer to the Acquirer.

   

In accordance with the provisions of this CEA, the Acquirer may terminate its provision of credit and debit card processing services and require Airwallex to enforce any of the provisions of the Merchant’s agreement(s) with Airwallex (‘Airwallex Agreement’), agreed by and between the Merchant and Airwallex.

   

Merchant agrees to the terms and conditions of this CEA.  The Merchant further agrees that this CEA forms a legally binding contract between the Merchant and Acquirer; Airwallex is not a party to this contract and acts only as Acquirer’s agent in connection with it.  If we propose to change this CEA in a substantial manner, Airwallex will provide you on our behalf with at least 30 days' (or such minimum period as is required by law) prior notice of such a change.  After the notice period elapses, you will be deemed to have agreed to all such amendments to the CEA. To amend this CEA but not in a substantial manner, Airwallex will post on our behalf a revised version of the CEA on the Airwallex website(s), and the revised version will be effective at the time Airwallex posts it.  If you disagree with any proposed amendments, you may close your Airwallex account before the expiry of the notice period provided in the notice and otherwise in accordance with the terms of the Airwallex Agreement, and this CEA will terminate on the closure of your account. A change to this CEA will be considered to be made in a “substantial manner” if the change involves a reduction to your rights or increases your responsibilities.

   

Overview of this CEA

   

When your customers pay you through Airwallex, they have the option of paying you through a funding source supported by Airwallex including a card. In most instances, you will not know the funding source that your customer selected. Since you may be the recipient of a card funded payment, the Networks require that you enter into a direct contractual relationship with an Acquirer who is a member of the Networks. By entering into this CEA, you are fulfilling such Network requirement and you are agreeing to comply with Network rules as they pertain to payments you receive through the Airwallex service.

Acquirer obligations


The Acquirer’s obligations under this CEA are limited exclusively to the processing of the Merchant's card transactions in the territory in which the Merchant is based and the receipt and disbursement of related funds to Airwallex for the account of the Merchant (the ‘Acquiring Services’).  All other obligations relating to the provision of the services under the Airwallex Agreement are the responsibility of Airwallex and any issue, dissatisfaction, dispute and/or service dispute of the Merchant relating to any services provided to the Merchant should be notified to and brought against Airwallex in the first instance.


Subject to the terms of this CEA and the Airwallex Agreement, the Acquirer will initiate a payment to the designated account (as made known to the Acquirer by Airwallex) of an amount equal to the value of card transactions processed by the Acquirer for the Merchant under this CEA (less deductions for refunds, fines, assessments, chargebacks, chargeback costs, fees or other Merchant liabilities (whether actual or anticipated) under this CEA or the Airwallex Agreement). Any obligation of the Acquirer to remit funds under this CEA is subject to any rights of the Acquirer under its agreement with Airwallex.


The Merchant agrees that any payment made to Airwallex by the Acquirer under this CEA will be deemed good receipt by the Merchant of the sums due from the Acquirer to the Merchant in relation to the Acquirer’s liability to the Merchant under this CEA. The Merchant will indemnify the Acquirer and keep the Acquirer indemnified against all losses, costs, claims, demands, expenses (including legal expenses) and liabilities of any nature (including any re-settlement obligations under the Network rules) arising from or relating to the payment of funds by the Acquirer into an account in the name of Airwallex in accordance with the terms of this CEA.


Throughout the term of this CEA and after its termination for any reason, the Acquirer will be entitled to defer (for such period as it shall in its reasonable discretion consider appropriate) the date upon which the payment of funds in respect of card transactions would (but for this clause) be due in order to protect its position with respect to actual or anticipated chargebacks, fines, assessments, refunds, chargeback costs, fees, fraud, illegal activity or any other liability of the Merchant or relating to any card transactions or under this CEA or the Airwallex Agreement, whether actual or anticipated.  Amounts so deferred may be set-off against any actual chargebacks, fines, assessments, refunds, chargeback costs, fees or any other liability of the Merchant.  The Merchant understands and acknowledges that during the term of this CEA and after its termination for any reason whatsoever, the Merchant shall continue to bear total responsibility for all chargebacks, chargeback costs, refunds, fines, assessments, fees, fraud and illegal activity resulting in any way from card transactions processed pursuant to this CEA and all other amounts then due or which thereafter may become due under this CEA or the Airwallex Agreement.


Deposit Transactions. Merchant agrees that it shall only accept payments through Airwallex processing services for bona fide transactions between the Merchant and its customer for the sale of goods or services. Merchant shall not submit a transaction for the refinance or transfer of an existing obligation that was uncollectible. Merchant acknowledges that for Visa and MasterCard payments, Airwallex shall obtain an authorization for transaction amounts prior to completing the transaction.


Split Transactions. Merchant agrees not to split the sale into two (or more) separate amounts in order to avoid obtaining authorisation for the full amount. Except, however in an instance where the Merchant and cardholder agree on a partial shipment of product, or where the transaction qualifies for delayed delivery or special order deposits (such as partial shipments based on inventory on hand), a sale may be split into multiple transactions.


Minimum or Maximum/Surcharges. Merchant agrees that it shall not set minimum or maximum transaction amounts or impose surcharges as a condition of honouring Visa and MasterCard cards, unless otherwise permitted in the particular jurisdiction of a transaction.


Visa and MasterCard Marks. Merchant is authorized to and must use the Visa and MasterCard logos or marks on Merchant’s promotional materials and website to indicate that Visa and MasterCard cards are accepted as funding sources for Airwallex transactions.


Discrimination. Merchant agrees that it shall not engage in any acceptance practice that discriminates against or discourages the use of Visa or MasterCard in favour of any other card brand unless otherwise permitted in the particular jurisdiction of a transaction.


Access to Cardholder Data. Merchant acknowledges that where it has access to Cardholder Data (defined as the cardholder’s card number, expiration date, and CVV2) it will abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body), Visa or Mastercard, including the Payment Card Industry SSC Standards. In addition, Merchant agrees to comply with the data security standards required by Airwallex under the Airwallex Agreement, as may be amended from time to time. In the event that Merchant receives Cardholder Data in connection with the Airwallex Processing Services, Merchant agrees that it will not use the Cardholder Data for any purpose that it knows or should know to be fraudulent or in violation of any Network rules. Merchant also agrees that it will not sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone other than its acquirer, Visa or MasterCard (as applicable) or in response to a government request.


Merchant Identification. Merchant agrees to prominently and unequivocally inform the cardholder of the identity of the Merchant at all points of interaction including the location (physical address) of the Merchant to enable the cardholder to easily determine whether the transaction will be a domestic transaction or a cross-border transaction.


Chargebacks. Merchant shall use all reasonable methods to resolve disputes with the cardholder. Should a chargeback dispute occur, Merchant shall promptly comply with all requests for information from Airwallex. Merchant shall not attempt to recharge a cardholder for an item that has been charged back to the cardholder, unless the cardholder has authorized such actions.

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Merchant’s Refund Policy must be on Merchant’s Website. If Merchant limits refund/exchange terms or other specific conditions for Card sales, Merchant’s policy must be clearly provided to the cardholder prior to the sale and Merchant must conform with all applicable laws and the Network rules.

   

Audit.  Upon Acquirer’s request, the Merchant must promptly disclose to Acquirer such information as Acquirer reasonably requires in order to enable Acquirer to perform its obligations, and/or assess its financial and insurance risks in connection with the services provided, and/or to assess the Merchant’s compliance with the terms of the CEA and/or the Network Rules.


Term and Termination. This CEA is effective upon the date the Airwallex Agreement between the Merchant and Airwallex comes into force and continues so long as the Airwallex Agreement remains in force between Merchant and Airwallex but shall automatically terminate without notice on termination of such Airwallex Agreement for any reason, provided that those terms which by their nature are intended to survive termination (including without limitation, indemnification obligations and limitations of liability) shall survive.

   

This CEA may be terminated by the Acquirer at any time in the event of a breach of any of the Merchant’s obligations under this CEA or the Airwallex Agreement, or by the Merchant in the event of a breach of any of the Acquirer’s obligations under this CEA, or by the Acquirer in the event of the termination of the acquiring services agreement entered into between Airwallex (or its applicable affiliates) and the Acquirer as notified to the Merchant.


Indemnification. The Merchant agrees to indemnify and hold the Acquirer harmless from and against all losses, liabilities, damages and expense: (a) resulting from any breach of any warranty, covenant or agreement or any misrepresentation by the Merchant under this CEA; (b) arising out of the Merchant’s or its employees’ negligence or wilful misconduct, (c) arising in connection with Card transactions or otherwise arising from the Merchant’s provision of goods and services to cardholders or customers; (d) arising out of Merchant’s use of the Airwallex Service; or (e) resulting from any fines or arising out of any third party indemnifications Acquirer is obligated to make as a result of Merchant’s actions (including indemnification of any Network or card issuing bank).


Assignment/Amendments. This CEA may not be assigned by the Merchant without the prior written consent of the Acquirer.  The Acquirer may assign its rights under this CEA without the Merchant’s consent.


Warranty Disclaimer. This CEA is a service agreement. The Acquirer disclaims all representations or warranties, express or implied, made to the Merchant or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to the extent permitted by law.


Limitation of Liability. Notwithstanding anything in this CEA to the contrary, in no event will the Acquirer, or any of its directors, officers, employees, agents or subcontractors, be liable under any theory of tort, contract, strict liability or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect or consequential damages, each of which is hereby excluded by agreement of the parties, regardless of whether such damages were foreseeable or whether the Acquirer has been advised of the possibility of such damages. Notwithstanding anything in this CEA to the contrary, in no event shall the Acquirer be liable or responsible for any delays or errors in its performance of the services caused by our service providers or other parties or events outside of the Acquirer's reasonable control, including Airwallex. Notwithstanding anything in this CEA to the contrary, the Acquirer's cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this CEA and regardless of the form of action or legal theory and whether or not arising in contract or tort (including negligence) shall not exceed the total volume of all transactions, expressed as a Euro dollar amount processed by the Merchant under this CEA via Airwallex. Nothing in this CEA shall exclude or limit any liability of any party for death or personal injury caused by negligence or fraud, deceit or fraudulent misrepresentation, howsoever caused.


Waiver. The failure of a party to assert any of its rights under this CEA, including, but not limited to, the right to terminate this CEA in the event of breach or default by the other party, will not be deemed to constitute a waiver by that party of its right to enforce each and every provision of this CEA in accordance with its terms.


Relationship between the parties. No agency, partnership, joint venture or employment relationship is created between Merchant and Acquirer by way of this CEA. In the performance of their respective obligations hereunder, the parties are, and will be, independent contractors. Nothing in this CEA will be construed to constitute either party as the agent for the other for any purpose whatsoever. Neither party will bind, or attempt to bind, the other party to any contract or the performance of any obligation, and neither party will represent to any third party that it has any right to enter into any binding obligation on the other party's behalf.


No Illegal Use of Services. The Merchant will not access and/or utilize the Acquiring Services for illegal purposes and will not interfere or disrupt networks connected with the Acquiring Services.


Severability. Whenever possible, each provision of this CEA will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof will be prohibited by or determined to be invalid by a court of competent jurisdiction, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this CEA.


Governing Law. This CEA (and the relationships referred to or contemplated by it) shall be governed and construed in accordance with the law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales with respect to any dispute hereunder.

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SCHEDULE 3
LOCAL PAYMENT METHOD PROCESSING TERMS

You agree that the following additional terms (“Local Payment Method Terms”) will apply and shall form part of these Online Payment Terms. Where the Local Payment Method Terms and the Online Payment Terms conflict, the Local Payment Method Terms shall prevail, but only to the extent required to resolve such conflict.


  • Subject to these Local Payment Method Terms, you may use, access and utilise Local Payment Methods to accept payments from Local Payment Users for sales of your goods and/or services.


  • Your use of the Local Payment Method is subject to:


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


  • your acceptance of and agreement to be bound by the Local Payment Rules;


  • your acceptance of and compliance with conditions that may be notified by the Local Payment Provider or Local Payment Network to us from time to time.


  • You shall be solely responsible for procuring the Supporting Infrastructure and Services, and in no event shall the Local 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.


  • You shall use the Local Payment Method solely for the Local Payment Transactions that involve products and/or services properly registered with and approved by the Local Payment Provider. Failure to comply with this requirement results in us terminating the Online Payment 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.


  • You acknowledge and agree that: (1) the Local 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 Local Payment Provider, its affiliates or its licensors, suppliers, publishers, rights holders, or other content providers; and (3) the Intellectual Property Rights of the Local Payment Provider and its affiliates may not be reproduced, duplicated, copied, licensed, sold or resold without the Local Payment Provider’s express written consent.


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


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


  • You understand, acknowledge and agree that:


  • you shall ensure the accuracy and completeness of the information and records kept in relation to the Local Payment User and Local 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 Local Payment Rules from the date of the Local Payment Transaction;


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


  • you shall indemnify the Local Payment Provider, the Local Payment Provider's partners, and the Local 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 “Local Payment Method Claim”) arising from: (1) your use of the Local Payment Method; (2) any sale or purported sale of products or services by you through the Local 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;


  • you shall use counsel reasonably satisfactory to us and/or the Local Payment Provider to defend each indemnified claim. If at any time we and/or the Local Payment Provider reasonably determine that any indemnified claim might adversely affect us and/or the Local Payment Provider, we or the Local Payment Provider may take control of the defence at our or the Local 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 Local Payment Provider's prior written consent, which may not be unreasonably withheld;


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


  • where you register for any Local Payment Provider, you agree (1) for such Local Payment Provider to settle the Aggregate Payment Amount to Airwallex in respect of any Transaction submitted by Airwallex to such Local Payment Provider; (2) that the Local Payment Provider may be discharged from its obligation to settle funds once it has settled the Aggregate Payment Amount to Airwallex;


  • you shall not restrict the Local Payment Method User in any way from using the Local Payment Method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount from customers except where required to do so by Applicable Law; and


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


  • You agree the following additional terms will apply in connection with BNPL Transactions:


  • you shall:


  • accept the Buyer’s offer to settle the value of each BNPL Transaction under a BNPL Structure;


  • enter into a BNPL Agreement with the Buyer in connection with each BNPL Transaction;


  • immediately sell and assign absolutely to us all of your present and future rights, title and interest in and to the benefit of each BNPL Agreement in respect of such BNPL Transaction (including the right to receive the value of the BNPL Transaction from the Buyer under the BNPL Agreement for such transaction (the “Receivables”)) and authorize us (or the BNPL Provider) to notify the Buyer of such assignment;


  • immediately notify us and settle the relevant funds to us if a payment for a BNPL Transaction has been made by a Buyer directly to you;


  • you represent and warrant that:


  • the execution, delivery and performance by you of each BNPL Agreement has been duly authorised and does not or will not contravene your other obligations or Applicable Laws;


  • each BNPL Agreement is valid, legally binding and enforceable;


  • the Receivables are solely owned by you, are not subject to any deduction, discount, set-off, suspension or counterclaim and will be assigned and transferred to us free and clear of all claims, liens, security interests, or other charges or encumbrances;


  • each assignment from you to us under Clause 9.1 (c) above will be legal, valid, effective and enforceable.


  • you acknowledge that neither Airwallex nor its Affiliates provide any lending or credit facility to you or the Buyer by processing BNPL Transactions for you.


  • Notwithstanding Clause 9 above, you agree that the following additional terms will apply in connection with Klarna BNPL Agreements:


  • you shall not impose any fees or otherwise a higher price for goods or services on the sole basis that the purchase is made through the Klarna, or act in any other way in a manner that is materially discriminatory towards Klarna. You may, to the extent permitted by law, impose fees on the Buyer equal to the fees imposed on us by Klarna for that specific BNPL Transaction.


  • you acknowledge that we reserve the right to reassign the Receivables to you and refund Klarna for the relevant BNPL Transaction in certain events, including but not limited to the following:


  • any restrictions or limitations to the pledge or transfer of the Receivables arising;


  • any failure to provide Klarna with the Buyer’s information in connection with the placement of the order, such as IP-address, complete goods list, telephone number and email address;


  • any failed, incorrect, delayed delivery of the goods or services; and/or


  • any failure by you to fulfil any of your obligations as set out in Local Payment Rules;


  • further to Clauses 8.3 and 10.2 of this Schedule, you shall indemnify us and hold us harmless and indemnified from, against and in respect of all and any Losses in relation to any reassignment of the Receivables and any refunds to Klarna in that respect, and any Local Payment Method Claim;


  • Clauses 5, 6, 7, 8, 9, 10 and 11 of this Schedule shall survive and continue to bind you.


  • A person who is not a party to the Online Payment Terms (other than a Local Payment Provider) has no rights under the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation under Applicable Law) or otherwise to enforce any term of these Local Payment Method Terms save that the obligations of the Merchant under the Online Payment Terms are owed to Airwallex’s Affiliates each of whom may enforce the terms of the Online Payment Terms against Merchant.


  • 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 Local Payment Method.


“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 Local Payment Method by a Merchant.


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


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


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


“Local Payment Transaction” means any Transaction between a Merchant and a Local Payment User which utilises the Local Payment Method.

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