Alipay MS Terms and Conditions – Supplementary Terms and Conditions for Alibaba Payment Service (Advanced Service)

1. SCOPE OF THESE SUPPLEMENTARY TERMS AND CONDITIONS

1. These Supplementary Terms and Conditions (Alibaba Payment Service) relate to the service ("Alibaba Payment Service") which Alipay MS will provide to enable you to pay for the Alibaba Platform Security Deposit and Alibaba Platform fees using the funds in your Alipay MS Account.
2. These Supplementary Terms and Conditions (Alibaba Payment Service) supplement the Alipay MS Terms and Conditions between you and Alipay MS. These Supplementary Terms and Conditions (Alibaba Payment Service) shall be deemed to form part of the Terms and Conditions. Accordingly, all references in the Terms and Conditions to the "Terms and Conditions" shall be construed as references to the Terms and Conditions as supplemented by these Supplementary Terms and Conditions (Alibaba Payment Service).  Subject to the provisions of these Supplementary Terms and Conditions (Alibaba Payment Service), the Terms and Conditions shall remain in full force and effect.
3. Capitalised words and phrases used in these Supplementary Terms and Conditions (Alibaba Payment Service) shall have the meaning given to them in the Terms and Conditions, unless otherwise defined in these Supplementary Terms and Conditions (Alibaba Payment Service).
4. The Alibaba Payment Service is subject to all provisions under the Terms and Conditions, as well as the additional terms set out below.

1. ALIBABA PAYMENT SERVICE

1. If you are eligible for and have elected to receive the Alibaba Payment Service, you will be able to pay for the Alibaba Platform Security Deposit and Alibaba Platform fees using the funds in your Alipay MS Account.
2. Alibaba Platform Security Deposit.
   1. If you are a registered member of the Alibaba Platforms, the transaction services in connection with the sales of products and services between you and buyers on the Alibaba Platforms are set out in separate terms and conditions with the respective Alibaba Platforms (“Alibaba Platform Terms”).  Upon entering into the Alibaba Platforms Terms, you may have authorized the Alibaba Platforms to freeze a certain amount in your Alipay MS Account as the security deposit to secure your due performance of obligations under the Alibaba Platforms Terms ("Alibaba Platform Security Deposit").
   2. If so, you hereby authorize Alipay MS to receive instructions from the Alibaba Platforms regarding the Alibaba Platform Security Deposit on your behalf and to act in accordance with the instructions received. You confirm that Alipay MS may deem such instructions received from the Alibaba Platforms as equivalent to a specific instruction provided by yourself, and Alipay MS will not be required to verify with you the authenticity, accuracy and validity of such instructions received from the Alibaba Platforms, or whether the instructions are in compliance with the Alibaba Platform Terms.
   3. Alipay MS will act in accordance with the instructions received from the Alibaba Platforms, including deducting from your Alipay MS Account balance such amount as stated in the instructions such that your total available Alipay MS Account balance is reduced, and reflecting such Alibaba Platform Security Deposit in your transaction records (which will not be part of your available Alipay MS Account balance). Alipay MS will also administer the Alibaba Platform Security Deposit on an ongoing basis in accordance with any instructions received from the Alibaba Platforms from time to time, including to deduct any sums from the Alibaba Platform Security Deposit and to transfer such amounts to the Alibaba Platform, or to increase the Alibaba Platform Security Deposit amount (by deducting funds from your Alipay MS Account balance) from time to time.  We may also receive instructions from the Alibaba Platforms to freeze your Alipay MS Account balance in the event the Alibaba Platform Security Deposit is insufficient to cover your liability under Alibaba Platform Terms, or any increase of the Alibaba Platform Security Deposit is unsuccessful. You hereby authorize us to act in accordance with the instructions received from the Alibaba Platforms.
   4. You will be able to see on your transaction history when you log into the Merchant Portal all transactions related to your Alibaba Platform Security Deposit.
   5. For the avoidance of doubt, the Alibaba Platform Security Deposit is not allowed to be used for making any payments by you without prior consent from the Alibaba Platforms.
3. Alibaba Platform fees.
   1. Under the Alibaba Platform Terms, you are required to pay certain fees to the Alibaba Platforms and you may choose to use the funds in your Alipay MS Account to make such payment. If so, you hereby authorize Alipay MS to receive instructions from the Alibaba Platforms regarding the fees on your behalf, and to act in accordance with the instructions received by deducting an amount equal to the fees from your Alipay MS Account and transferring such amount to the Alibaba Platforms. You confirm that Alipay MS may deem such instructions received from the Alibaba Platforms as equivalent to a specific instruction provided by yourself, and Alipay MS will not be required to verify with you the authenticity, accuracy and validity of such instructions received from the Alibaba Platforms, or whether such instructions are in compliance with the Alibaba Platform Terms.
4. You understand and acknowledge that Alipay MS may provide relevant information, including personal information, relating to your Alipay MS Account to the Alibaba Platforms, Alipay MS affiliates and certain approved suppliers from time to time, including balance, transaction details, etc in order to perform its obligations under the Terms and Conditions (as supplemented by these Supplementary Terms and Conditions (Alibaba Payment Service)) and to ensure that you have a seamless experience using the Alipay MS Account for the purposes of the Alibaba Payment Service.
5. You can only make a withdrawal or payment using your Alipay MS Account balance to the extent that you have enough balance to support the withdrawals or payments. You are not allowed to make a withdrawal or payment in excess of your Alipay MS Account balance. We will not extend credit in connection with your use of the Alipay MS Account.
6. In the event any withdrawal or payment is not successful and the funds revert back to us, you authorize us to credit the funds back to your Alipay MS Account, less any fees which may be charged by the bank provider or any other payment provider.

1. DEFINITIONS 

1. MISCELLANEOUS
   1. These Supplementary Terms and Conditions (Alibaba Payment Service) shall be governed by Singapore law. In the event of any dispute or claim arising from or in connection with these Supplementary Terms and Conditions (Alibaba Payment Service) or your use of the Alipay MS Services, the relevant parties shall resolve such dispute or claim through amicable negotiations.  If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of these Supplementary Terms and Conditions (Alibaba Payment Service)), you irrevocably consent to the matter being referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (“SIAC”).  If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the Arbitration Rules of the SIAC (SIAC Rules) in force at the time of applying for arbitration, which rules are deemed to be incorporated by reference in this paragraph. The seat of the arbitration shall be Singapore. The arbitration panel shall consist of one single arbitrator.  Unless the parties agree otherwise, the arbitration shall be conducted in English.  The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.
   2. If any provision of this Supplementary Terms and Conditions (Alibaba Payment Service) is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
   3. A breach of these Supplementary Terms and Conditions (Alibaba Payment Service) will be deemed to be a breach of the Terms and Conditions.
   4. Any failure by Alipay MS to exercise any of our rights under these Supplementary Terms and Conditions (Alibaba Payment Service) shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
   5. Alipay MS shall have the right to assign these Supplementary Terms and Conditions (Alibaba Payment Service) (including all of our rights, titles, benefits, interests, and obligations and duties in these Supplementary Terms and Conditions (Alibaba Payment Service)) to any of our affiliates and to any successor in interest. Alipay MS may delegate certain of Alipay MS’ rights and responsibilities under these Supplementary Terms and Conditions (Alibaba Payment Service) to its affiliates, independent contractors or other third parties.
   6. A person who is not a party to these Supplementary Terms and Conditions (Alibaba Payment Service) has no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce any term of these Supplementary Terms and Conditions (Alibaba Payment Service), save that where any obligations are owed by you to an Alipay MS affiliate, each of such Alipay MS affiliate may enforce the terms of these Supplementary Terms and Conditions (Alibaba Payment Service) against you.
   7. In the event of a conflict between these Supplementary Terms and Conditions (Alibaba Payment Service) and the Terms and Conditions, the provision requiring a higher standard shall apply.