AlipayServices Agreement

Updatedas of 28 February 2020

 

PLEASEREAD THIS AGREEMENT CAREFULLY

Thisservices agreement, including the Schedules, (the “Agreement”) is made between:

(1)You, as a User (as defined below) of one or more of the online sites or mobileapplication (collectively, the "Platform Sites") set out below andbelonging to a User group described below (“You”):

(a)Platform Site: www.aliexpress.com and/or the related mobile application (the"AliExpress Site")

UserGroup: Buyer (as defined below); Seller (as defined below)

(b)Platform Site: http://wholesale.alibaba.com and/or the related mobileapplication (the “Alibaba.com Wholesale Site”)

UserGroup: Buyer; Seller

(c)Intentionally left blank

(d)Platform Site: https://intl.aliyun.com and/or the related mobile application(the "Alibaba Cloud Site")

UserGroup: Buyer

(e)Platform Site: https://www.taobao.com and/or the related mobile application(the “Taobao Global Site”)

UserGroup: Buyer; Seller

(f)Platform Site: https://www.tmall.com and/or the related mobile application (the“Tmall Site”)

UserGroup: Buyer; Seller

(g)Platform Site: https://www.alibaba.com (the "Alibaba.com Site")

UserGroup: Buyer; Seller

(h)Platform Site: https://world.taobao.com/ and/or the related mobile application(the “Taobao Site”)

UserGroup: Buyer; Seller

and

(2)ALIPAY SINGAPORE E-COMMERCE PRIVATE LIMITED (incorporated in Singapore withcompany registration no.: 201000378D) ("Alipay" or “AlipaySingapore”). For the avoidance of doubt, this Agreement is not made betweenSellers and Alipay for Platform Site (d). A separate agreement governs servicesprovided to Sellers by Alipay (if any) for Platform Site (d).

 

ThisAgreement supplements the relevant transaction services agreement between youand the respective entity in connection with the services provided on theAliExpress Site, Alibaba.com Wholesale Site, Alibaba Cloud Site, Taobao GlobalSite, Tmall Site, Alibaba.com Site, or Taobao Site (collectively, the"Platform Operators") as the case may be (the "TransactionServices Agreement"), and sets out the terms and conditions regarding youruse of the Alipay Services (as defined below) provided to registered users ofthe Platform Sites ("Users"). In the event of any conflict betweenthis Agreement (or any portion thereof) and any Transaction Services Agreement,the terms of this Agreement shall govern.

 

Unlessotherwise indicated or the context requires otherwise, reference to “Alipay”,“we”, “us” or “our” in the Agreement include Alipay and its affiliates,including Alipay.com Co., Ltd., Alipay (UK) Limited, Alipay (Europe) LimitedS.A. (“Alipay Lux”), Alipay (Canada) Inc. (“Alipay Canada”), Alipay US, Inc.(“Alipay US”), and Alipay (Australia) Pty Ltd that are involved in providingthe Alipay Services, and such affiliates are joined as parties to the Agreementwith respect to the Alipay Services they provide.

 

TheTransaction Services Agreements are available at the following links

(a) For the AliExpress Site:https://rule.alibaba.com/rule/detail/2054.htm

(b)For the Alibaba.com Wholesale Site:https://rule.alibaba.com/rule/detail/2054.htm

(c)Intentionally left blank

(d)For the Alibaba Cloud Site:https://www.alibabacloud.com/help/faq-detail/42427.htm

(e)For the Taobao Global Site: http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

(f)For the Tmall Site:http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

(g)For the Alibaba.com Site: https://rule.alibaba.com/rule/detail/2054.htm

(h)For the Taobao Site:http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

 

1.Acceptance of Terms

1.1You acknowledge that Alipay is performing the Alipay Services to you as a Userof the applicable Platform Site to support your online transactions concludedon and through such Platform Site ("Online Transactions"), and inaccordance with the Platform Operators' instructions.

1.2You acknowledge that you have read this Agreement prior to your use of theAlipay Services. Each time you use the Alipay Services you confirm that youagree to be bound by the terms and conditions of this Agreement and anysubsequent amendments or modifications as may be made from time to time.

1.3Some of the Alipay Services may be supported and provided by our affiliates,including Alipay.com Co., Ltd, Alipay (UK) Limited, Alipay Lux, Alipay Canada,Alipay US, and Alipay (Australia) Pty Ltd. If you are a registered user of thewww.alipay.com online site (“Alipay Site”), this Agreement shall not apply toyour use of services provided by Alipay.com Co., Ltd. on and through the AlipaySite.

1.4We may amend this Agreement any time by posting an updated version on the PlatformSites. The updated version of this Agreement shall take effect immediately uponposting. By continuing to use the Alipay Services, you agree to that theamended terms will apply to you.

1.5If you are registered in China mainland, you shall read and comply with theCross-border payment andsettlement service agreement(https://render.alipay.com/p/c/k2zp421f)so that Alipay E-CommerceSingapore Private Limited and its affiliates (e.g. Alipay.com Co., Ltd) canprovide you with the relevant services. Please read these terms carefully,especially the terms about the limitations or exemptions to the serviceprovider’s liability.

 

2.Alipay Services

2.1The “Alipay Services” are services provided by Alipay and our affiliates tofacilitate payments in connection with Online Transactions. Each of your OnlineTransactions are subject to the applicable Transaction Services Agreement.

2.2The Alipay Services are only available to the Users of the Platform Sites. AUser may be a "Buyer" or a "Seller", as the case may be. AUser who purchases or acquires any product or service in an Online Transactionis referred to also as a “Buyer”, and a User who sells or provides any productor service in an Online Transaction is also referred to as a “Seller”. If yoursubscription to any services of the Platform Sites expires or is terminated forany reason, you will not be eligible to use the Alipay Services to concludeOnline Transactions on the Platform Sites.

2.3Alipay shall have the right to refuse to provide the Alipay Services for anyOnline Transaction if (a) the Online Transaction does not satisfy the terms andconditions in the applicable Transaction Services Agreement or the otherapplicable terms, rules and policies concerning the transaction servicesprovided by the Platform Operators under the applicable Transaction ServicesAgreement in accordance with the Platform Operators’ instructions or (b) ifAlipay has reason to believe that the Online Transaction may violate any laws,rules or regulations or may otherwise subject Alipay or any of our affiliatesto liability or obligation. Alipay is not obliged to provide the AlipayServices where the bank account designated by a Seller in an Online Transactionto receive the transaction price has not been verified and confirmed by Alipayand our affiliates. You agree that Alipay or its local affiliates shall havethe sole and absolute discretion to send or transfer funds subject to the termsof this Agreement.

 

3.Alipay Services for Online Transactions

3.1The Buyer in an Online Transaction shall pay the full transaction price listedfor the Online Transaction to the Seller through the Alipay website unlessanother option is made available directly by the Platform Operator on therelevant Platform Site. When using Alipay to submit payment for an OnlineTransaction, payments are processed through accounts owned by Alipay or one ofits affiliates and/or a registered third party service provider acting onAlipay’s behalf and the relevant funds are received for the Seller inaccordance with the applicable Transaction Services Agreement. The Sellerhereby appoints Alipay as its agent for the limited purpose of receivingpayments from Buyers. The Seller agrees that the Buyer’s full payment of thetransaction price listed for the Online Transaction to Alipay constitutes finalpayment to the Seller extinguishing Buyer’s payment obligation to Seller as ifthe Buyer had paid the Seller directly, even if the payment is not received bySeller from Alipay. Alipay, and not the Buyer, is solely liable to the Sellerfor payment if Alipay fails to remit payments received from Buyer to theSeller. The payment must be made in US Dollars or any other currencies assupported by Alipay at the time of the transaction. Buyers will receive areceipt upon payment that will indicate that payment has been made on theapplicable date. For Buyers located in the United States or Buyers makingpayments via U.S. credit cards, debit cards or bank accounts, Alipay US, Inc.is the agent of Seller to receive payments authorized by such Buyers.

3.2Upon receipt of the Buyer’s payment, Alipay shall promptly notify the relevantPlatform Site of the details of the payment.

3.3Alipay shall retain the funds received in connection with an Online Transactionas instructed by the Platform Operators until, as agreed between the Seller andthe relevant Platform Operator, the first of any of the following eventsoccurs:

(a) the Buyer’s confirmation of a successfulcompletion of the Online Transaction, in which case all the funds will betransferred to the Seller;

(b)the Buyer’s failure to confirm receipt of the goods or services within the timelimit prescribed by the Seller and as agreed by the relevant Platform Operator,in which case all the funds will be transferred to Seller;

(c)cancellation of the Online Transaction, in which case all the funds will berefunded to Buyer;

(d)the conclusion of any settlement agreement between the Buyer and the Seller, inwhich case the funds will be disposed in accordance with such settlementagreement;

(e)a dispute in relation to the services provided by the Platform Operator hasbeen submitted to a Platform Site for a Platform Operator’s determination andthe Platform Operator’s determination has become final and binding according tothe applicable Transaction Services Agreement, in which case the funds will bedisposed in accordance with the Platform Operator’s determination; and

(f)the Platform Operators or Alipay or our affiliates receives any order, ruling,award or judgment from a competent court, arbitration tribunal or authoritywhich directs us to release the funds, in which case the funds will be disposedin accordance with such order, ruling, award or judgment.

Ifyou are a Buyer, you acknowledge and agree that Alipay is not holding any fundson your behalf, or in any escrow or trust relationship with you.

Ifyou are a Seller, you acknowledge and agree that you have requested that thesettlement of funds to you be delayed as provided in this clause 3.3. Nothingin this clause 3.3 shall affect the fact that Buyer's payment obligation forthe Online Transaction is fully satisfied upon receipt of funds by Alipay asset forth in clause 3.1.

3.4When releasing any funds to a User, Alipay shall have the right to deduct orwithhold any financial charges or service fees due and payable to Alipay and/orits affiliates, and/or the relevant Platform Operator (if any) in such amountsas instructed by the relevant Platform Operator pursuant to the agreementbetween the Seller and the relevant Platform Operator, or the relevantTransaction Services Agreement (as the case may be).

3.5Any unclaimed funds will be held by Alipay for a period of five (5) years or asotherwise instructed by the relevant Platform Operator, at the expiry of whichtime, you the Seller will be deemed to have waived any claim in respect of suchfunds or, if required by applicable laws, we will transfer the funds (less anyfees, if any and to the extent permitted under applicable laws) to the relevantcompetent authority. You hereby agree that upon expiry of such period or uponsuch transfer of such funds to the relevant competent authority, Alipay will berelieved of any further obligation to pay those unclaimed funds to you.

3.6You acknowledge and agree that Alipay may receive interest on any funds held byit in performing the Alipay Services. Any such interest is for the account ofAlipay, and you will not receive interest or other profits in relation to theAlipay Services.

3.7In the event a Buyer selects to make payment by a debit or credit card inconnection with an Online Transaction, the Buyer hereby authorizes Alipay orits affiliates to charge that card to obtain the necessary funds.

3.8At checkout, a Buyer will have the option to store his debit or credit carddetails in his account with a Platform Operator. In the event the Buyer selectssuch option, the information will be stored by Alipay or its affiliates onbehalf of the Platform Operators. The Buyer hereby authorizes Alipay or itsaffiliates to collect and store his debit or credit card information.

3.9If you experience any questions with the processing of your payment on thePlatform Sites, please contact us at https://global.alipay.com/open/faq.htmand/orhttps://cschannel.alipay.com/newPortal.htm?scene=scene_114&enterurl=https://cshall.alipay.com/hall/index.htm&cshallId=19eabb16bde644d7b2a9d49eb17a7e4e&pcHelperRouterId=19eabb16bde644d7b2a9d49eb17a7e4e.If you have placed an order from the Platform Site(s) and experiencedifficulties with your order, please contact customer service at the applicablePlatform Site(s).

 

4.Users’ Responsibilities

4.1All Online Transactions are concluded by and between Users only. You shallcomplete the Online Transactions in accordance with the applicable TransactionServices Agreement and the relevant Platform Site’s terms, rules and policies.You agree that you will not hold Alipay and our affiliates or agents liable forany Online Transaction or any products or services supplied under any OnlineTransaction.

4.2You agree to give all notices, provide all necessary information, materials andapprovals, and render all reasonable assistance and cooperation necessary forAlipay’s provision of the Alipay Services. If your failure to do so results inany delay in the provision of any Alipay Services or cancellation of any OnlineTransaction, neither Alipay nor our affiliates shall be liable for any loss ordamages arising from such delay.

4.3You represent and warrant that:

(a)you will use the Alipay Services in good faith and in compliance with allapplicable laws and regulations;

(b)the information and materials you provide in connection with the use of theAlipay Services is true, complete, lawful and accurate, and is not false,misleading or deceptive;

(c)you will not use the Alipay Services to defraud Alipay, our affiliates, otherUsers or any other person or engage in other unlawful activities (includingdealing in products or services prohibited by law);

(d)if you are a Seller of products:

(i)you have the legitimate right and authorization to sell, distribute or exportthe products sold by you through the services provided by the Platform Operatorand the sale of such products do not infringe any third party’s rights;

(ii)you have good title to the products sold in an Online Transaction, and theproducts meet all relevant descriptions and requirements; and

(e)if you are a Seller of services, you will provide the services ordered withreasonable care and skills.

4.4If in Alipay’s sole opinion based on reasonable evidence, any User is notacting in good faith, is abusing the Alipay Services, or is in breach of this Agreement,Alipay shall have the right to request the relevant Platform Operator to cancelthe Online Transaction.

4.5You as the User shall be solely responsible for payment of any taxes, duties orother governmental levies or any financial charges that may be imposed on anyproducts or services purchased or supplied through the Alipay Services orotherwise arising from the Online Transaction.

4.6To the full extent permitted by applicable law, you agree to indemnify Alipay,our affiliates and our employees, directors, officers, agents andrepresentatives (collectively, the "Alipay Indemnified Persons") andto hold them harmless from any and all losses, damages, actions, claims andliabilities (including legal costs on a full indemnity basis) which may arise,directly or indirectly, from your use of the Alipay Services or from yourbreach of this Agreement. Alipay reserves the right, at our own expense, toassume the exclusive defense and control of any matter otherwise subject toindemnification by you, in which case you shall cooperate with Alipay inasserting any available defenses.

 

5.Personal Data Privacy

5.1You agree that we may collect, hold, use and transfer your personal data inaccordance with the Alipay Privacy Policy available at https://render.alipay.com/p/f/agreementpages/alipayglobalprivacypolicy.html.

 

6.Suspension of Systems

6.1If you are unable to use the Alipay Services directly or indirectly due toeither system suspension which has been announced by Alipay in advance, or anyForce Majeure Event (as defined under Clause 8, you agree that to the fullextent permitted by applicable law you will not hold the Alipay IndemnifiedPersons liable for any default, delay or failure in performing its obligationsunder this Agreement:

 

7.Disclaimer and Limitation of Liability

7.1To the full extent permitted by applicable law Alipay shall only be liable forthe obligations expressly set forth in this Agreement.

7.2You agree that all disputes from the Online Transaction shall be a mattersolely between you and your counterparty.

7.3Users’ information is provided by the Users themselves. Alipay makes norepresentation or warranty with respect to the accuracy, truthfulness andcompleteness of the Users’ information. You will be solely responsible for allconsequences resulting from your own judgment and decision to use or otherwiserely on such information.

7.4Except as expressly provided in this Agreement and to the full extent permittedby applicable law, Alipay makes no warranty regarding the Alipay Services orany products or services supplied by the Sellers under any Online Transaction,including to:

(a)the Alipay Services meeting your requirements;

(b)the Alipay Services being uninterrupted, timely or error free; or

(c)any products, information, materials or services obtained by you in connectionwith the Alipay Services meeting your requirements.

7.5Any information, proposal or materials that you may obtain from the AlipayIndemnified Persons or through the use of the Alipay Services, whether inwriting or oral, shall not constitute Alipay’s warranty regarding the AlipayServices.

7.6EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTEDBY APPLICABLE LAW THE ALIPAY SERVICES ARE PROVIDED ON AN "AS IS","AS AVAILABLE" AND “WITH ALL FAULTS” BASIS. ANY AND ALL WARRANTIES,REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS, WHETHER EXPRESS ORIMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.

7.7TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE ALIPAY INDEMNIFIED PERSONSSHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL ORPUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESSINTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF OTHERECONOMIC INTERESTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISINGFROM THE USE OF OR INABILITY TO USE THE ALIPAY SERVICES.

7.8TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THEALIPAY INDEMNIFIED PERSONS ARISING FROM THE ALIPAY SERVICES IN CONNECTION WITHANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATION THAT ALIPAY MAYDERIVE FROM SUCH TRANSACTION.

7.9By using the Alipay Services, you acknowledge and agree that Alipay is not abank or remittance agent and the Alipay Services should in no way be construedas the provision of banking services or remittance services. Alipay is notacting as a trustee, fiduciary or escrow with respect to a User’s funds and itdoes not have control of, nor liability for, the products or services that arepaid for with the Alipay Services. Alipay does not guarantee the identity of anyUser or ensure that a Buyer or a Seller will complete a transaction on thePlatform Sites.

7.10Some jurisdictions do not allow the exclusion of implied warranties or thelimitation or exclusion of liability for incidental or consequential damages,so the foregoing exclusions or limitations may not apply to you. You may alsohave other rights that vary by jurisdiction and other jurisdictions.

7.11If you have a dispute with any other party, you release the Alipay IndemnifiedPersons from claims, demands and damages (actual and consequential) of everykind and nature, known and unknown, arising out of or in any way connected withsuch disputes. If you are a California resident, you agree to waive CaliforniaCivil Code Section 1542, which states, in part: “A general release does notextend to claims which a creditor does not know or suspect to exist in his orher favor at the time of executing the release, which if not known by him orher must have materially affected his or her settlement with the debtor.”

 

8.Force Majeure

Neitheryou, your affiliates or agents (“User Indemnified Persons”) or the AlipayIndemnified Persons (each of the User Indemnified Persons and AlipayIndemnified Persons being a “Person”) shall be held liable for any default,delay or failure in performing its obligations under this Agreement resultingdirectly or indirectly from acts of nature, forces or causes beyond thereasonable control of such Person, including (i) a fire, flood, elements ofnature or other acts of God, (ii) an outbreak or escalation of hostilities,war, riots or civil disorders, or an act of terrorism; (iii) Internet failures,computer, telecommunications, electrical power failures or any other equipmentfailures; (iv) a labor dispute (whether or not employees’ demands arereasonable or within the Person’s power to satisfy), (v) acts or omissions of agovernment authority prohibiting or impeding the affected Person fromperforming its obligations under this Agreement, including orders of domesticor foreign courts or tribunals, governmental restrictions, sanctions,restrictions on foreign exchange controls, etc. or (vi) the non-performance bya third party for any similar cause beyond the reasonable control of the Person(collectively, a “Force Majeure Event”). If a Force Majeure Event occurs, thenon-performing party to this Agreement will be excused from any furtherperformance of the obligations affected by the event only for as long as theForce Majeure Event continues and the party continues to use commercially reasonableefforts to resume performance.

 

9.Jurisdiction

9.1This Agreement is governed by and construed under the laws of the Republic ofSingapore, without regard to its principles of conflict of laws.

9.2If any dispute, controversy or claim arises out of, in connection with orrelating to this Agreement, an Online Transaction or your use of the AlipayServices (“Dispute”), the relevant parties shall first attempt to resolve theDispute through amicable negotiations. Any and all Disputes, including any questionregarding the existence, interpretation, validity, invalidity, breach ortermination of this Agreement, will be referred to and finally resolvedexclusively by arbitration in Singapore administered by the SingaporeInternational Arbitration Centre (SIAC) in accordance with the ArbitrationRules of the Singapore International Arbitration Centre for the time being inforce, which rules are deemed to be incorporated by reference in this clause.The seat of the arbitration shall be Singapore. The Tribunal shall consist ofthree (3) arbitrators. Each party shall appoint one (1) arbitrator, and the two(2) arbitrators so appointed by the parties shall then select the thirdarbitrator, who shall serve as chair of the tribunal. The language of thearbitration shall be English. If any legal proceedings against the AlipayIndemnified Persons arise, directly or indirectly, from your breach of theapplicable Transaction Services Agreement, you shall, to the full extentpermitted by applicable law, indemnify and hold the Alipay Indemnified Personsharmless and indemnified against any claims, losses, damages that may besuffered by the Alipay Indemnified Persons. You agree that any disputeresolution proceedings will be conducted only on an individual basis and not ina class, consolidated or representative action.

9.3In any event and to the full extent permitted by applicable law, you may notmake any claim against the Alipay Indemnified Persons under this Agreementafter one year from the date of occurrence of the matter giving rise to theclaim.

9.4Notwithstanding the foregoing provisions, either party may seek interim relief,such as preliminary injunction, preservation of property or evidence, etc., inany court of competent jurisdiction.

 

10.General Provisions

10.1If any provision of this Agreement is held to be invalid or unenforceable, suchprovision shall be deleted and the remaining provisions shall be enforced

10.2Headings are for reference purposes only and in no way define, limit, construeor describe the scope or extent of such section. The term “including” means“including without limitation”.

10.3Except for the limited purpose of processing payments as agent of Sellers inaccordance with clause 3.1, no agency, partnership, joint venture,employee-employer or franchiser-franchisee relationship is intended or createdby this Agreement.

10.4Any failure by Alipay to exercise any of our rights under this Agreement shallnot constitute a waiver of such right or a waiver with respect to subsequent orsimilar breach. A waiver shall be effective only if made in writing.

10.5Alipay shall have the right to assign and transfer this Agreement (includingall of our rights, titles, benefits, interests, and obligations and duties inthis Agreement) to any of our affiliates and to any successor in interest.Alipay may delegate any of Alipay's rights and responsibilities under thisAgreement to independent contractors or other third parties. A User may notassign, in whole or part, this Agreement to any person or entity.

10.6If there is any conflict between the English language version and anotherlanguage version of this Agreement, the English language version shall prevail.

 

 

SCHEDULE1

AdditionalTerms and Conditions for the AliExpress Site

 

ThisSchedule shall apply only to Users of the AliExpress Site

 

1.Buyer protection plan

 

Youacknowledge that the AliExpress Site may also provide buyer protection plan forcertain Online Transactions.

(a)If you are a Seller who has subscribed to the buyer protection plan: Uponentering into a separate agreement with Alipay, you may be required to providedeposits using the methods as designated by AliExpress on the AliExpress Site,respectively, to secure your due performance of obligations under the relevantbuyer protection plan. You agree to permit and hereby authorize Alipay to acton the instructions of AliExpress to deduct, withhold and dispose any depositsprovided in accordance with the terms under the relevant buyer protection plan.

(b)If you are a Buyer: You acknowledge and agree that the protection afforded toyou under a buyer protection plan applies to those Online Transactions wherethe Seller has subscribed to such plan and the purchase falls within yourprotection plan’s scope. Clause 3.3 of the Agreement will not be applicable toyou if the Seller has subscribed to the buyer protection plan and such plancovers your purchase.

 

2.The following provision shall replace clause 3.1 in the main agreement in itsentirety:

 

3.1   The Buyer in an Online Transaction shall paythe full transaction price listed for the Online Transaction to the Sellerthrough the Alipay website unless another option is made available directly bythe Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for anOnline Transaction, payments are processed through bank accounts owned byAlipay or one of its affiliates and/or a registered third party serviceprovider acting on Alipay’s behalf and the relevant funds are received for theSeller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as itsagent for the limited purpose of receiving payments from Buyers.  The Seller agrees that the Buyer’s fullpayment of the transaction price listed for the Online Transaction (“PurchasePayment”) to Alipay constitutes final payment to the Seller extinguishingBuyer’s payment obligation to Seller as if the Buyer had paid the Sellerdirectly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in USDollars or any other currencies as supported by Alipay at the time of thetransaction.  Buyers will receive areceipt upon payment that will indicate that payment has been made on theapplicable date.  For Buyers located inthe United States or Buyers making payments via U.S. credit cards, debit cardsor bank accounts, Alipay US is the agent of Seller to receive Purchase Paymentsauthorized by such Buyers.  

 

(a)           Special sale terms for Buyers not located in the UnitedStates:

From time to time, PlatformOperator on the relevant Platform Site may permit a special promotion allowingBuyers to make a partial payment to secure a product and sale price (“PartialPayment”) on a special sale date (the “Sale Date”).  By participating in this special promotion,the Seller agrees to sell Buyer the product on the Sale Date at the agreed uponsale price in consideration for receiving the Partial Payment from Buyer andBuyer's commitment to pay the balance of the sale price (“Balance”) on the SaleDate.  Buyer's subsequent payment of theBalance to Alipay constitutes final payment of the Balance to Sellerextinguishing Buyer's payment obligation to Seller for the Purchase Payment atthe agreed upon sale price.  Failure topay the Balance on the Sale Date will release the Seller of its obligation tosell Buyer the product at the agreed upon sale price. In such case, the Buyerwould be deemed to have canceled the Online Transaction and the Partial Paymentwould be refunded to Buyer.

 

(b)          Special sale terms for Buyers located in the United States:

From time to time, PlatformOperator on the relevant Platform Site may permit a special promotion allowingBuyers to pay a deposit to secure a product and sale price (“Deposit”) on aSale Date.  By participating in thisspecial promotion, the Seller agrees to sell Buyer the product on the Sale Dateat the agreed upon sale price in consideration for receiving the Deposit fromBuyer and Buyer's commitment to pay the Balance on the Sale Date.  In these cases, Seller agrees that Buyer'sfull payment of the Deposit to Alipay constitutes final payment of the Depositto Seller extinguishing Buyer's payment obligation to Seller for the Deposit asif the Buyer had paid the Seller directly, even if the payment is not receivedby Seller from Alipay.  Seller alsoagrees that Buyer's full payment of the Balance to Alipay constitutes finalpayment of the Balance to Seller extinguishing Buyer's payment obligation toSeller for the Balance as if the Buyer had paid the Seller directly, even ifpayment is not received by Seller from Alipay. Failure to pay the Balance on the Sale Date will release the Seller ofits obligation to sell Buyer the product at the agreed upon sale price.  In such case, the Buyer would be deemed tohave canceled the Online Transaction and the Deposit would be refunded toBuyer.

 

(c)           Market Disruption Event

 

The Seller acknowledgesthat Buyers may make payment in a currency that is different from the currencyof the payment amount owed to the Seller.

 

The Seller acknowledges andagrees that in the event of a Market Disruption Event, any foreign currencyexchange rate applicable to any affected Online Transactions involving anImpacted Currency, and/or method for determining such foreign currency exchangerate involving the Impacted Currency, will be determined by Alipay in its soleand absolute discretion at the time of actual settlement by Alipay of thepayment amount owed to the Seller arising from the Online Transaction.

 

For the avoidance of doubt,the foreign currency exchange rate to be applied to the Impacted Currency asdetermined by Alipay shall apply to the calculation of the payment amount owedto the Seller arising from the Online Transaction.

 

For the purposes of thisclause 3.1(c):

 

“Market Disruption Event”means any action, event, or circumstance whatsoever which, as determined byAlipay in its sole and absolute discretion:

 

(i)            has the direct or indirect effect of causing any currencyto not be available in the foreign exchange market in accordance with normalcommercial practice; and/or

(ii)           results in an unusual price volatility of any currency inthe foreign exchange markets.

 

“Impacted Currency” means acurrency referred to in (i) and/or (ii) of the definition of “Market DisruptionEvent”.

 

3.The following provision shall be added to the end of clause 3.3 in the mainagreement: 

 

Seller acknowledges andagrees that settlement of funds by Alipay shall be made to Seller's account forOnline Transaction payments maintained by Alibaba.com Singapore E-CommercePrivate Limited (“Alibaba SG”) or, where Applicable, Alipay Merchant ServicesPte. Ltd (“Alipay MS”) in accordance with applicable local law (“AE SellerAccount”).  Alipay's obligation to remitPurchase Payments is extinguished once funds are credited to the AE SellerAccount.  Once funds are credited to theAE Seller Account, Alibaba SG or Alipay MS (as applicable) is responsible forSellers' funds, and such funds shall be made available to Seller as agreedbetween the Seller and Alibaba SG or Alipay MS (as applicable).

 

 

SCHEDULE2

AdditionalTerms and Conditions for the Alibaba.com Wholesale Site

 

ThisSchedule shall apply only to Users of the Alibaba.com Wholesale Site.

 

1Buyer protection plan

 

Youacknowledge that the Alibaba.com Wholesale Site may also provide buyerprotection plan for certain Online Transactions.

(a)If you are a Seller who has subscribed to the buyer protection plan: Uponentering into a separate agreement with Alipay, you may be required to providedeposits using the methods as designated by Alibaba.com on the Alibaba.comWholesale Site, respectively, to secure your due performance of obligationsunder the relevant buyer protection plan. You agree to permit and herebyauthorize Alipay to act on the instructions of Alibaba to deduct, withhold anddispose any deposits provided in accordance with the terms under the relevantbuyer protection plan.

(b)If you are a Buyer: You acknowledge and agree that the protection afforded toyou under a buyer protection plan applies to those Online Transactions wherethe Seller has subscribed to such plan and the purchase falls within yourprotection plan’s scope.  Clause 3.3 ofthe Agreement will not be applicable to you if the Seller has subscribed to thebuyer protection plan and such plan covers your purchase.

 

2.The following provision shall replace clause 3.1 in the main agreement in itsentirety with respect to Buyers that pay through credit cards or debit cards(“Card Buyers”):

 

3.1   The Card Buyer in an Online Transaction shallpay the full transaction price listed for the Online Transaction to the Sellerthrough the Alipay website unless another option is made available directly bythe Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for anOnline Transaction, payments are processed through bank accounts owned byAlipay or one of its affiliates and/or a registered third party serviceprovider acting on Alipay’s behalf and the relevant funds are received for theSeller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as itsagent for the limited purpose of receiving payments from Card Buyers.  The Seller agrees that the Card Buyer’s fullpayment of the transaction price listed for the Online Transaction (“PurchasePayment”) to Alipay constitutes final payment to the Seller extinguishing CardBuyer’s payment obligation to Seller as if the Card Buyer had paid the Sellerdirectly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in USDollars or any other currencies as supported by Alipay at the time of thetransaction.  Card Buyers will receive areceipt upon payment that will indicate that payment has been made on theapplicable date.  For Card Buyers locatedin the United States or Card Buyers making payments via U.S. credit cards,debit cards or bank accounts, Alipay US is the agent of Seller to receivePurchase Payments authorized by such Card Buyers.  

 

3.The following provision shall replace clause 3.3 in the main agreement: 

 

Seller acknowledges andagrees that settlement of funds by Alipay shall be made to Alibaba.comSingapore E-Commerce Private Limited (“Alibaba SG”) that maintains Sellers’accounts for Online Transaction payments in accordance with applicable locallaw.  Alipay's obligation to remitPurchase Payments is extinguished once funds are credited to Alibaba SG.  Once funds are credited to Alibaba SG,Alibaba SG is responsible for Sellers' funds, and such funds shall be made availableto Seller as agreed between the Seller and Alibaba SG.

 

 

SCHEDULE3

 

Intentionallyleft blank.

 

 

SCHEDULE4

AdditionalTerms and Conditions for the Alibaba Cloud Site

 

ThisSchedule shall apply only to Users of the Alibaba Cloud Site.

 

1.Recurring Payment Service

Thisparagraph shall apply to all Buyers who have selected the Recurring PaymentService (as defined below).

1.1Users of the Alibaba Cloud Site have the option of giving standing instructionsto Alibaba Cloud for the automatic withdrawals from a bank account or debit orcredit card designated by the User (the "User Bank Account" and"User Bank Card" respectively) and accepted by Alibaba Cloud andAlipay for payment in connection with an Online Transaction (the"Recurring Payment Service"). The Recurring Payment Service will beprovided by Alipay and our affiliates as part of the Alipay Services. For theavoidance of doubt, references to the "Alipay Services" in thisAgreement include the Recurring Payment Service.

1.2Alipay shall have the sole and absolute discretion as to whether to provide theRecurring Payment Service to a User.

1.3You hereby authorize on a recurring basis Alipay or its affiliates to act uponthe instructions of Alibaba Cloud and instruct the relevant bank in which yourUser Bank Account or User Bank Card is maintained (the "User Bank")to debit or credit your User Bank Account or User Bank Card for making paymentsin connection with an Online Transaction. You represent and warrant that youhave full power and authority in relation to the User Bank Account or User BankCard to give proper authorization to Alipay or its affiliates in order for itto provide the Recurring Payment Service to you.

1.4You represent and warrant that you will maintain at all times a sufficientbalance in your User Bank Account or User Bank Card to enable the User Bank tomake the relevant debits or credits in accordance with the instructions ofAlipay or its affiliates. Alipay shall have the right to refuse to provide theRecurring Payment Service to you for an Online Transaction if your User BankAccount or User Bank Card does not have sufficient funds or credit to meet yourpayment obligations. Alipay shall have the right to impose an administrativefee for unsuccessful debit instructions.

1.5You agree that Alipay or its affiliates may collect, use, disclose and transferinformation relating to your instructions and the User Bank Account or UserBank Card to other persons for the purpose of providing the Recurring PaymentService.

1.6To the full extent permitted by applicable law, the Alipay Indemnified Personsshall not be liable for any error, delay, neglect, or omission in thetransmission of any payment under the Recurring Payment Service, save to theextent caused by the gross negligence or willful misconduct of the AlipayIndemnified Persons.

1.7To the full extent permitted by applicable law, the Alipay Indemnified Personsshall not be liable for any costs, losses, damages, actions, claims andliabilities which you or any other person may incur or suffer in connection withor as a result of providing the Recurring Payment Service to you, save to theextent caused by the gross negligence or willful misconduct of the AlipayIndemnified Persons.

1.8Alipay may suspend or terminate the provision of the Recurring Payment Serviceto a User at any time in its sole discretion.  

 

 

SCHEDULE5

AdditionalTerms and Conditions for the Taobao Global Site

 

ThisSchedule shall apply only to Buyers on the Taobao Global Site and relevantSellers to such Buyers (“Relevant Sellers”) .

 

Withrespect to the Taobao Global Site, Payment Services Agreement shall govern therelationship between the Relevant Seller and the respective Alipay entity thatprovides the Alipay Services and this Agreement shall only apply to the Buyersthat use credit cards, debit cards and/or bank accounts outside of China.

 

Whereapplicable, upon receipt of the Buyer’s payment, Alipay shall promptly notifythe relevant Platform Site of the details of the payment.  The Relevant Seller acknowledges and agreesthat settlement of funds by Alipay shall be made to the Relevant Seller'saccount for Online Transaction payments maintained by Alipay MS in accordancewith applicable local law (“Relevant Seller Account”).  Alipay's obligation to remit PurchasePayments is extinguished once funds are credited to the Relevant SellerAccount.  Once funds are credited to theRelevant Seller Account, Alipay MS is responsible for the Relevant Seller’sfunds, and such funds shall be made available to the Relevant Seller as agreedbetween the Relevant Seller and Alipay MS.

 

1.      Auto-Debit Payment Service

 

Thisparagraph shall apply to all Buyers who have selected the Auto-Debit PaymentService (as defined below).

1.1  Users of the Taobao Global Site in Taiwanhave the option of giving standing instructions to Alibaba.com SingaporeE-Commerce Private Limited (“Taobao Global”) for the automatic withdrawals froma bank account or debit or credit card designated by the User (the "UserBank Account" and "User Bank Card" respectively) and accepted byAlipay for payment in connection with an Online Transaction (the"Auto-Debit Payment Service"). The Auto-Debit Payment Service will beprovided by Alipay and our affiliates as part of the Alipay Services. For theavoidance of doubt, references to the "Alipay Services" in thisAgreement include the Auto-Debit Payment Service.

1.2  Alipay shall have the sole and absolutediscretion as to whether to provide the Auto-Debit Payment Service to a User.For the avoidance of doubt, the Auto-Debit Payment Service shall not beprovided to a User located in the U.S.

1.3  You hereby authorize on an ongoing basisAlipay or its affiliates to act upon the instructions of Taobao Global andinstruct the relevant bank in which your User Bank Account or User Bank Card ismaintained (the "User Bank") to debit or credit your User BankAccount or User Bank Card for making payments in connection with an OnlineTransaction. You represent and warrant that you have full power and authorityin relation to the User Bank Account or User Bank Card to give properauthorization to Alipay or its affiliates in order for it to provide theAuto-Debit Payment Service to you.

1.4  You represent and warrant that you willmaintain at all times a sufficient balance in your User Bank Account or UserBank Card to enable the User Bank to make the relevant debits or credits inaccordance with the instructions of Alipay or its affiliates. Alipay shall havethe right to refuse to provide the Auto-Debit Payment Service to you for anOnline Transaction if your User Bank Account or User Bank Card does not havesufficient funds or credit to meet your payment obligations. Alipay shall havethe right to impose an administrative fee for unsuccessful debit instructions.

1.5  You agree that Alipay or its affiliates maycollect, use, disclose and transfer information relating to your instructionsand the User Bank Account or User Bank Card to other persons for the purpose ofproviding the Auto-Debit Payment Service.

1.6  To the full extent permitted by applicablelaw, the Alipay Indemnified Persons shall not be liable for any error, delay,neglect, or omission in the transmission of any payment under the Auto-DebitPayment Service, save to the extent caused by the gross negligence or willfulmisconduct of the Alipay Indemnified Persons.

1.7  To the full extent permitted by applicablelaw, the Alipay Indemnified Persons shall not be liable for any costs, losses,damages, actions, claims and liabilities which you or any other person mayincur or suffer in connection with or as a result of providing the Auto-DebitPayment Service to you, save to the extent caused by the gross negligence orwillful misconduct of the Alipay Indemnified Persons.

1.8  Alipay may suspend or terminate the provisionof the Auto-Debit Payment Service to a User at any time in its sole discretion.

 

 

SCHEDULE6

BuyerProtection for the Taobao Global Site, Tmall Site and Taobao Site

 

ThisSchedule shall apply only to Users of the Taobao Global Site, Tmall Site andTaobao Site.

 

1.Buyer Protection Service

 

Youacknowledge that the Taobao Global Site, Tmall Site and Taobao Site may alsoprovide buyer protection service for Buyers in certain Online Transactions onthe Taobao Global Site, Tmall Site and Taobao Site (“Taobao -Tmall BuyerProtection Service”) and that the Taobao Global Site, Tmall Site and TaobaoSite, in their sole discretion, determine the eligibility standards, scope,features, limitations and all other terms and conditions for and may initiate,change, modify, revoke or terminate the Taobao-Tmall Buyer Protection Servicefrom time to time. If you are a Buyer that have been admitted to the Taobao-Tmall Buyer Protection Service, you fully and unconditionally agree to thefollowing terms and conditions with respect to the Taobao -Tmall BuyerProtection Service:

1.1Account Protection. Alipay intends to use commercially reasonable efforts toemploy industry customary practice security measures in processing and storingyour payment information in your online accounts directly or indirectly withAlipay through the Taobao Global Site, Tmall Site and Taobao Site (“Alipayaccounts”). However, you acknowledge that Alipay cannot guarantee the securityand availability of services provided over open networks such as the internetat all times. Where there has been unauthorized use of your Alipay account (seeScope of Protection below), Alipay may compensate you for certain losses yousuffer if you comply with the rules set out below.

1.2Scope of Protection.

(a)Scope of protection.

Youmay seek compensation under the Taobao -Tmall Buyer Protection Service only fordirect losses suffered by you and caused by unauthorized transaction throughyour Alipay account, to which you have linked your credit cards, provided youhave not violated any terms of the Alipay Service Agreement includingprovisions under this schedule.

(b)Eligibility standards.

Youshould meet at least the following conditions to be eligible for the protectionunder the Taobao -Tmall Buyer Protection Service:

(i)You have notified Alipay within 180 days of your Alipay account's unauthorizedtransactions.

(ii)Your Alipay account has been used without your authorization.

(iii)Your Alipay account has passed user identity authentication before theunauthorized transaction takes place.

(iv)Your Alipay account has properly used Alipay security products (including butnot limited to SMS verification services, etc.) or has been linked to yourauthorized mobile phone number before the unauthorized transaction takes place.

(c).The amount of each compensation shall not exceed the dollar amount of directloss caused by the unauthorized transaction. Each Alipay account shall becompensated one time and one time only for the unauthorized transaction throughyour linked credit card.

(d).The following incidents are not covered by this protection service:

(i)Alipay, after investigation or reasonable judgement, believes that your claimof unauthorized transactions through your Alipay account is questionable, orhas reason to believe that the allegedly “unauthorized transactions” are infact authorized by you or your spouse, relatives, friends or employees, agents,etc. For example, the allegedly “unauthorized transactions” through your linkedcredit cards occurs in a trusted network environment (such as through anequipment or IP address normally used by you, or the transaction passed verificationby SMS, etc.), or there is a suspicious situation in which your own statementsdo not match the facts and circumstances investigated and determined by Alipay.

(ii)Alipay, after investigation or reasonable judgement, determines that yourintentional behavior, gross negligence or illegal behavior contributed to theallegedly unauthorized transaction and your own financial losses (such asvoluntarily disclose to others your Alipay account credentials includingaccount name/password; entering account name/password on phishing website).

(iii)Alipay, after investigation or reasonable judgment, believes that your lossesare due to fraud or coercion by others.

(iv)You fail to provide all or part of the information requested by Alipayincluding but not limited to the information on User Claim Letter, or do notactively cooperate with Alipay; or Alipay, in its reasonable judgment, believesthat the information provided by you cannot prove that the funds in the cardlinked to Alipay account is spent without your authorization.

(e)Funds in the credit card linked to your Alipay account has been lost due tothird parties other than the unauthorized user that stole your Alipay accountcredentials.

(f)Your Alipay account has already enjoyed the protection service before thisunauthorized use, or you have recovered your losses from other means (such assubmitting a chargeback request to the issuing bank).

(g)You have not complied the Alipay Service Agreement including terms under thisand other schedules, attachments, or other rules published by Alipay, andAlipay, after reasonable judgment, determines that you are not entitled to thisprotection service or compensation due to reasons including but not limited toyour acts of fraud, speculation, and violation of the legitimate rights andinterests of others on any Alibaba website, Alipay website or when using anyAlibaba or Alipay products or services.

(h)Due to force majeure factors such as typhoon, earthquake, tsunami, flood, poweroutage, war, terrorist attack, etc., Alibaba’s or Alipay’s system fails toperform services.

(i)Alibaba’s or Alipay’s service interruption or delay due to hacker attacks,technical adjustments or failures in the telecommunications sector, websiteupgrades, banking problems, etc.

1.3Protection methods

(a)You may apply for compensation from Alipay if the unauthorized transaction iswithin the scope and terms and conditions of this protection service. Youshould notify Alipay immediately after you discovers the unauthorizedtransaction and submit relevant application materials including but not limitedto the user claim letter and supporting documents as requested by Alipay.Alipay will process your application in accordance with terms of the AlipayServices Agreement and its internal policies and procedures.

(b)Regardless of the way Alipay chooses to protect your rights and interests, youagree and acknowledge that Alipay's decision to offer you this protectionservice and to compensate your losses accordingly does not mean that Alipay’s actsor omissions caused your losses, nor does it represent Alipay shall assume anyliability therefor.

(c)You agree that, whenever and as soon as Alipay determines to compensate yourlosses, you shall fully and unconditionally transfer to Alipay, and Alipayshall immediately obtain and assume, all your rights and claims to any partythat you may have in connection with the foregoing losses. You shall not makeany claims or exercise any rights that have been transferred by you to Alipay,nor may you make any additional claim to Alibaba, Alipay or any of theirrespective affiliates.

(d)If you recover the loss from other channels, there is evidence that you mayhave committed fraud, or you should be responsible for your losses, you shouldnotify Alipay and return the compensation paid by Alipay to you under thisprotection service immediately; if Alipay discovers any of the foregoingcircumstances, you should repay all the amount paid to you under thisprotection service immediately after you receive notice from Alipay. Youacknowledge and agree that Alipay reserves the right to recover from you,including but not limited to, deducting the amount that Alipay has paid to youunder this protection service from all or part of your Alipay account, in theevent that you do not return the compensation in time.

(e)You understand and agree that Alipay may, in the event of an advance notice toyou by email or publication on the website or app of the Taobao Global Site,Tmall Site and Taobao Site, modify any terms or conditions of or terminate orrevoke this protection service unilaterally and shall not be liable for suchmodification or termination.

(f)You understand and agree that when Alipay compensates you, it has the right anddiscretion to choose to refund to your credit card, pay to your bank account orthrough other means and methods.

1.4Risk control measures

Youunderstand and agree that the fact that you have claimed compensation forfinancial losses in connection with your use of Alipay payment services and Alipayaccounts indicates that the Alipay account you are using is at risk. In orderto protect you, Alipay may suspend all or part of Alipay services, includingbut not limited to limiting certain functions of your Alipay account such astop-up and payment.

Youagree to provide evidence, documents and information to support yourcompensation claim, including but not limited to: the front and back of thecredit card used in the payment, the identification documents used to apply forthe credit card (local ID card / passport), photo of bank statement, and Userclaim letter.

1.5User claim letter

Youshall contact the customer service of Alipay to obtain the latest form of Userclaim letter, which may be modified by Alipay from time to time. You shallproperly complete, sign and submit a user claim letter before claiming anycompensation under this Taobao–Tmall Buyer Protection Service.

 

 

SCHEDULE7

AdditionalTerms and Conditions for the Alibaba.com Site

 

ThisSchedule shall apply only to Users of the Alibaba.com Site

 

1.Trade Assurance Program

 

Ifyou are Seller: Upon entering into a separate agreement with Alipay, you may berequired to provide deposits using the methods as designated by Alibaba.com onthe Alibaba.com Site to secure your due performance of obligations under therelevant trade assurance program. You agree to permit and hereby authorizeAlipay to act on the instructions of Alibaba to deduct, withhold and disposeany deposits provided in accordance with the terms under the relevant tradeassurance program.

Ifyou are a Buyer: You acknowledge and agree that the protection afforded to youunder a trade assurance program applies to those Online Transactions where theSeller has subscribed to such program and the purchase falls within the tradeassurance program scope.

 

2.The following provision shall replace clause 3.1 in the main agreement in itsentirety:

 

3.1   The Buyer in an Online Transaction shall paythe full transaction price listed for the Online Transaction to the Sellerthrough the Alipay website unless another option is made available directly bythe Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for anOnline Transaction, payments are processed through bank accounts owned byAlipay or one of its affiliates and/or a registered third party serviceprovider acting on Alipay’s behalf and the relevant funds are received for theSeller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as itsagent for the limited purpose of receiving payments from Buyers.  The Seller agrees that the Buyer’s fullpayment of the transaction price listed for the Online Transaction (“PurchasePayment”) to Alipay constitutes final payment to the Seller extinguishingBuyer’s payment obligation to Seller as if the Buyer had paid the Sellerdirectly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in U.S.dollars or any other currencies as supported by Alipay at the time of thetransaction.  Buyers will receive areceipt upon payment that will indicate that payment has been made on theapplicable date.  For Buyers located inthe U.S. or Buyers making payments via U.S. credit cards, debit cards or bankaccounts, Alipay US is the agent of Seller to receive Purchase Paymentsauthorized by such Buyers.

 

3.The following provision shall replace clause 3.3 in the main agreement ifSeller is located inside the U.S.: 

 

3.3   Seller acknowledges and agrees thatsettlement of funds by Alipay shall be made to Seller's account for OnlineTransaction payments maintained by Alipay US if Seller is located in the U.S.(the “Seller Account”).  Alipay'sobligation to remit Purchase Payments is extinguished once funds are creditedto the Seller Account.  Once funds arecredited to the Seller Account, Alipay US is responsible for Seller's funds,and such funds shall be made available to Seller as agreed between the Sellerand Alipay US. 

 

4.The following provision shall replace clause 3.3 in the main agreement ifSeller is located outside the U.S.:

 

3.3 Seller acknowledges andagrees that settlement of funds by Alipay shall be made at Platform Operator’sinstruction to Seller's account for Online Transaction payments maintained byAlibaba.com Hong Kong E-Commerce Private Limited (“Alibaba HK”) (“ICBU SellerAccount”) or Alipay Merchant Services Pte. Ltd (“Alipay MS”), as applicable, inaccordance with applicable local law. 

Alipay's obligation toremit Purchase Payments is extinguished once funds are credited to the ICBUSeller Account or the Seller’s account with Alipay MS as applicable.  Once funds are credited to the ICBU SellerAccount, Alibaba HK is responsible for Sellers' funds, and such funds shall bemade available to Seller as agreed between the Seller and Alibaba HK.  Once funds are credited to the Seller’saccount with Alipay MS, Alipay MS is responsible for the Seller’s funds, andsuch funds shall be made available to the Seller as agreed between the Sellerand Alipay MS.

Alipay shall retain thefunds received in connection with an Online Transaction until instructed by thePlatform Operator. Alipay shall process the funds in accordance withinstructions of the Platform Operator.

 

5.In the event of a refund, the User acknowledges and agrees that refunds shallbe made at the Platform Operator’s instruction directly (or indirectly throughan affiliate of Alipay MS), but that responsibility for the refund lies withAlibaba HK.

 

 

SCHEDULE8

SpecialTerms for Users in the European Economic Area

 

Alipay(Europe) Limited S.A. is a public limited liability company (société anonyme)organised under the laws of the Grand Duchy of Luxembourg, registered with theLuxembourg trade and companies register (R.C.S. Luxembourg) under numberB188095 with registered address 11-13 Boulevard de la Foire, L-1528 Luxembourg,Grand Duchy of Luxembourg and authorised by the Luxembourg Financial SectorRegulator (Commission de Surveillance du Secteur Financier) as an electronicmoney institution under the Payment Services Law (as defined below) for theissuance and/or acquiring of payment instruments ("Alipay Lux").

 

ThisSchedule 8 forms part of, and amends, the Agreement where You are an individuallocated in, or a legal entity with its registered or head office in, theEuropean Economic Area and Alipay Lux is providing the Alipay Services to Youin the European Economic Area. If any provision in this Schedule 8 conflictswith a provision in the Agreement, the provision in this Schedule 8 willprevail. The Agreement and any notices given in connection with it, will be inEnglish. If You are a consumer and would like a copy of the Agreement or anyfurther information about the Alipay Services at any time please contact AlipayLux via the Site.

 

1.Interpretation

1.1In this Schedule 8:

(a)capitalised terms used but not defined have the meanings given to them in the Agreement;

(b)“Business Day” means a day, other than a Saturday, Sunday or public holiday inLuxembourg, when banks in Luxembourg are normally open for business;

(c)“Cleared Funds” means funds in respect of a Payment Request which are no longersubject to a right of recall;

(d)“EEA” means the European Economic Area;

(e)“Payment Request” means any request from You to Alipay Lux to initiate apayment transaction;

(f)“Payment Services Law” means the Luxembourg law of 10 November 2009 on paymentservices, as amended;

(g)“PSD2” means Directive (EU) 2015/2366;

(h)“Settlement Account” means an account or accounts designated by You as theaccount to be debited and credited by Alipay Lux for card transactions, fees,chargebacks and other amounts due and payable.

(i)“Settlement Amount” means in respect of a payment order, the total amount,including the amount of the transaction and any fees, charges and costs thatYou owe to us pursuant to the Agreement in relation to the payment order;

(j)the terms “consumer” (consommateur), “payment order” (ordre de paiement) and“payment transaction” (opération de paiement) shall have the meaning given toit in the Payment Services Law;

(k)references to legislation, including the Payment Services Law and PSD2, are tosuch legislation as amended, updated and replaced from time to time.

 

2.Alipay Services

2.1Where You are an individual residing in, or a legal entity with its registeredor head office in, the EEA, Alipay Lux will provide the Alipay Services to You.

 

3.Opt-out of certain provisions in the Payment Services Law

3.1Where You are not a consumer, You hereby expressly agree that:

(a)the provisions of Title III of the Payment Services Law, including Article 3letter (o) (Negative scope), paragraph (3) of Article 48-1 (Conditions forexemptions relating to electronic money institutions), Article 60 (Informationcharges), Article 60-1 (Burden of proof with respect to informationrequirements), Article 61 (Currency and currency conversion), Article 62 (Informationon additional charges or reductions), Article 65 (Prior general information),Article 66 (Information and conditions), Article 66-1 (Information for payer’saccount servicing payment service provider in the event of a payment initiationservice), Article 67 (Information for the payer after receipt of the paymentorder), Article 68 (Information for the payee after execution), Article 70(Prior general information), Article 71 (Information and conditions), Article72 (Accessibility of information and conditions of the framework contract),Article 73 (Changes in conditions of the framework contract), Article 74(Termination), Article 75 (Information before execution of individual paymenttransactions), Article 76 (Information for the payer on individual paymenttransactions) and Article 77 (Information for the payee on individual paymenttransactions) thereof, shall not apply to the Agreement;

(b)the following provisions of Title IV of the Payment Services Law shall notapply to the Agreement: paragraph (1) of Article 79 (Charges applicable),paragraphs (3) and (4) of Article 81-3 (Provisions concerning access to dataand payment accounts and the use of such data in the context of accountinformation services), Article 86 (Evidence on authentication and execution ofpayment transactions), Article 88 (Payer's liability for unauthorised paymenttransactions), Article 89 (Refunds for payment transactions initiated by orthrough a payee), Article 90 (Requests for refunds for payment transactionsinitiated by or through a payee) and Article 93 (Irrevocability of a paymentorder), Article 101 (Non-execution or defective execution);

(c)the provisions of Title III and Title IV of PSD2, as implemented in other EEAmember states shall not apply to the Agreement.

3.2You represent and warrant that You are not a consumer and are deemed to repeatsuch representation and warranty each time You submit a payment request toAlipay Lux unless You have notified Alipay Lux that this is not the case.

3.3You shall notify Alipay Lux in writing immediately if at any time during theterm of the Agreement You become a consumer, in which case Alipay Lux may (inits absolute discretion) cease to provide some or all of the Alipay Servicesunder the Agreement to You.

 

4.Consent to the use of personal data

4.1You consent to Alipay Lux accessing, processing and/or retaining personal datafor the purposes of providing the Alipay Services.

 

5.Communications and notices

5.1Where You are a consumer, Alipay Lux will usually contact You via e-mail or theSite.

5.2Where the applicable law requires Alipay Lux to provide information to You on a"durable medium", Alipay Lux via e-mail or the Site.

5.3All communications and notices to be given or sent under the Agreement shall bein English.

 

6.Complaints and disputes

6.1All complaints relating to the Agreement will be processed pursuant to AlipayLux’s complaint resolution procedures, which Alipay Lux will make available toYou in English on the Site. Alipay Lux may amend and update such proceduresfrom time to time.

 

7.Date of effect of this Schedule 8

7.1This Schedule 8 shall continue in effect until the Agreement is terminated orexpires pursuant to its terms.

 

8.Amendments

8.1Where You are a consumer, the Agreement may be amended by written agreementbetween You and Alipay Lux, by Alipay Lux giving You two (2) months’ notice inwriting of the amendments. If You reject in accordance with section 8.3 below,You have the right to terminate the Agreement free of charge and with effect atany time until the date when the amendments would have applied.

8.2Where You are not a consumer, the Agreement may be amended by written agreementbetween You and Alipay Lux or, in the case of amendments required by applicablelaw, unilaterally by Alipay Lux giving You two (2) weeks’ notice in writing ofthe amendments.

8.3You agree that You will be deemed to accept any changes to the Agreement,unless You notify Alipay Lux before the date of their proposed date of entryinto force that such changes are not accepted. If You do not terminate theAgreement and continue to use the Alipay Services after the changes have takeneffect, You will be deemed to have accepted such changes.

 

9.Consent to execute online transactions

9.1You agree that by submitting a payment order, You consent to the execution ofthe Online Transaction.

 

10.Refusal of payment orders

10.1Subject to its obligations under the Payment Services Law, and unless otherwisespecified in the Agreement, Alipay Lux may refuse to accept a Payment Requestor a payment order.

 

11.Incoming payments

11.1Where You are the Seller, You agree that, unless otherwise agreed in writingbetween You and Alipay Lux (in the Agreement or otherwise), the time of receiptof a payment order will be the time Alipay Lux receives the payment order or,where Alipay Lux receives the payment order after 15.00 hrs or on a day that isnot a Business Day, the next Business Day.

 

12.Deductions

12.1Where You are the Seller, Alipay Lux will deduct or pay (as applicable) amountsit receives on your behalf by way of settlement of transactions from a thirdparty payer:

(a)firstly, in payment of all amounts due to Alipay Lux, including in respect offees, charges and costs due and payable pursuant to the Agreement or as set outin any invoices which we have sent to You; and

(b)secondly, unless otherwise agreed in writing between Alipay Lux and You (in theAgreement or otherwise), to your Settlement Account.

 

13.Outgoing payments

13.1In order to make a payment order, Alipay Lux may require that You provide itwith certain information pursuant to the contractual terms of the relevantPlatform Site.

13.2Where You are the Buyer and You submit a Payment Request (as payer) to a payee,unless otherwise agreed in writing between You and Alipay Lux (in the Agreementor otherwise), the time of receipt of a payment order will be the later of:

(a)the time Alipay Lux receives the Payment Request or, where Alipay Lux receivesthe Payment Request after 15.00 hrs or on a day that is not a Business Day, thenext Business Day; and

(b)the time Alipay Lux receives the Settlement Amount in full in Cleared Funds.

13.3Once Alipay Lux has received your payment order pursuant to section 13.2 above,You may not revoke the payment order.

13.4Where You are a consumer, when Alipay Lux receives a payment order from You,Alipay Lux shall provide You with information on the maximum execution time forthe payment services and any charges payable by You.

 

14.Non-execution or defective or late execution of payment transactions

14.1Where You are a consumer, Alipay Lux is liable to You for the correct executionof the payment transaction following the payment order requested by You, unlessit can prove that the payee’s payment service provider received the correctamount of the payment transaction in accordance with the information in yourpayment order. 

14.2Where Alipay Lux has incorrectly executed a payment transaction and is liable,Alipay Lux shall refund You the amount of the payment transaction without unduedelay and in any event, no later than the end of the next Business Day on whichAlipay Lux becomes aware of an incorrectly executed payment transaction. 

14.3Where You are a consumer, if You become aware of an unauthorised or incorrectlyexecuted payment transaction, You shall notify Alipay Lux without undue delayand in any event no later than thirteen months after the debit date of suchtransaction.

14.4Where You are not a consumer, if You become aware of an unauthorised orincorrectly executed payment transaction, You shall notify Alipay Lux withoutundue delay and in any event no later than thirty days after the debit date ofsuch transaction.

 

15.Severability

15.1If any provision or part-provision of the Agreement is or becomes invalid,illegal or unenforceable, it will be deemed modified to the minimum extentnecessary to make it valid, legal and enforceable. If such modification is notpossible, the relevant provision or part-provision will be deemed deleted. Anymodification to or deletion of a provision or part-provision under thisparagraph will not affect the validity and enforceability of the rest of thisthe Agreement.

 

16.Liability, rights and obligations

16.1Nothing in the Agreement will exclude or limit any liability, or disapply orlimit any rights or obligations, under the Payment Services Law, PSD2 or anyother applicable laws that cannot be so excluded, disapplied or limited inaccordance with the Payment Services Law, PSD2 and any other applicable laws(such liability, rights and obligations, together, “Mandatory Rules”). In theevent of any conflict between a provision in the Agreement and any MandatoryRule, the Mandatory Rule will prevail.

 

17.Termination

17.1Where You are a consumer, Alipay Lux may terminate the Agreement which isconcluded for an indefinite term by giving You two (2) months’ prior notice. 

17.2Where You are not a consumer, Alipay Lux may terminate the Agreement by givingyou one (1) months’ prior notice.

17.3You may terminate the Agreement at any time by giving Alipay Lux one month’sprior notice in writing.

17.4The rights of termination of the User contained in this Agreement will howevernot apply where the Payment Services Law and/or any other current or futureLuxembourg payment services laws and regulations prohibit the termination ofthe present Agreement for an event of insolvency or similar event of AlipayLux.

 

18.Third party rights

18.1Nothing in this Agreement, express or implied, is intended to or shall conferupon any person other than the parties hereto, any right, benefit or remedy ofany nature whatsoever under or by reason of this Agreement. 

 

19.Governing law and jurisdiction

19.1Where You are in the EEA and Alipay Lux is providing the Alipay Services toYou, the Agreement shall be governed by the law of the Grand Duchy ofLuxembourg. In the event of any dispute or claim arising from or in connectionwith the Agreement or your use of the Alipay Services, the relevant partiesshall resolve such dispute or claim through amicable negotiations. If suchdispute or claim is still not resolved (including any dispute on the existence,validity or termination of the Agreement), You irrevocably consent to thematter being referred to and finally resolved by arbitration in Luxembourg bythe Arbitration Center of the Luxembourg Chamber of Commerce. If any dispute issubmitted to the Arbitration Center of the Luxembourg Chamber of Commerce forarbitration, the arbitration shall be conducted in accordance with the Rules ofArbitration of the Arbitration Center of the Luxembourg Chamber of Commerce inforce at the time of applying for arbitration, which are deemed to beincorporated by reference in this paragraph. The number of arbitrators shall beone. The seat, or legal place, of arbitration shall be Luxembourg. The languageto be used in the arbitral proceedings shall be English. The arbitration awardrendered by the Arbitration Center of the Luxembourg Chamber of Commerce shallbe final and binding on all the relevant parties.

19.2The foregoing is without prejudice to the right of the User to initiateordinary court proceedings if the User is a consumer and to issue a complaintwith the Luxembourg Financial Sector Regulator (Commission de Surveillance duSecteur Financier) in order to obtain an out of court settlement. Moreinformation about such dispute resolution procedure with the LuxembourgFinancial Sector Regulator can be found here If You are a consumer You also canuse the platform made available via the following websitehttps://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage.