Alipay Hong Kong Partner Platform
(last updated 13 September 2018)
1. ACCEPTANCE OF TERMS
1.1 This Agreement sets out the terms and conditions of your access to the merchant.alipay.hk website (“Alipay Hong Kong Partner Platform”) through which you may access the services (“Alipay Hong Kong Partner Account Services”) offered by Alipay Payment Services (HK) Limited (“AlipayHK”, “us” or “we”) and its affiliates. This Agreement is made between you and us for your use of the Alipay Hong Kong Partner Platform, since the Alipay Hong Kong Partner Platform is owned by AlipayHK. You acknowledge that you have read this Agreement prior to your use of the Alipay Hong Kong Partner Platform. If you do not accept all of the terms and conditions, please do not continue with the registration process.
1.2 We may amend this Agreement at any time by posting an updated version. The updated version of this Agreement shall take effect immediately upon posting. Your continuous use of Alipay Hong Kong Partner Account Services constitutes confirmation that you agree to be bound by this Agreement as may be amended from time to time.
2. REGISTRATION
By choosing to register via your account on the merchant.alipay.hk website, you hereby authorize us to (1) collect and use the account information (which may include personal information such as the real names, dates of birth, identification card or passport numbers, residential addresses, email addresses, phone numbers, etc. of company officers, representatives, shareholders and board directors, etc. (“Personal Information”) that you have provided. You are responsible for providing accurate registration information and for keeping your registration information up to date in the event of changes. We may verify your registration information and such other information as deemed appropriate by us. You agree to provide all necessary information and render all reasonable assistance and cooperation that we may require in order to complete the verification. The information you provide will be used to determine if you are eligible to begin and/or continue to use the Alipay Hong Kong Partner Account Services. We reserve the right to limit or suspend your access to Alipay Hong Kong Partner Account Services in the event we are unable to obtain or verify your information.
3. USERNAME AND PASSWORD
3.1 You shall be solely responsible for: a) maintaining the confidentiality of your username and password; b) all transactions and activities that occur under your username and password; and c) any and all consequences of use or misuse of your username and password.
3.2 Your username and password is unique to your use of the Alipay Hong Kong Partner Platform and you shall not share, assign or permit the use of your username and password to other persons. You acknowledge that sharing of your username and password with other persons ("multiple use") may cause irreparable harm to us or our affiliates and you shall indemnify us or our affiliates against any loss or damages suffered by us or our affiliates as a result of such multiple use. If other persons access the Alipay Hong Kong Partner Platform using your username and password, we will treat this as if you have authorized such use and you will be responsible for any transactions and fees incurred by such use. You undertake to notify us immediately of any unauthorized use of or access to the Alipay Hong Kong Partner Platform or any other breach of security.
3.3 If you are a business entity, you agree that all officers, employees, agents, representatives and others having access to the username and/or password have been duly authorized by you to access the Alipay Hong Kong Partner Platform on your behalf and to legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the Alipay Hong Kong Partner Platform using the business' user name and password.
4. YOUR RESPONSIBILITIES
4.1 You will use the Alipay Hong Kong Partner Platform in good faith and in compliance with all applicable laws and regulations.
4.2 The information and material you provide in connection with the use of the Alipay Hong Kong Partner Platform is true, lawful and accurate, and is not false, misleading or deceptive.
4.3 You shall not use the Alipay Hong Kong Partner Platform to defraud us, our affiliates or other members or users, or Service Providers, or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law).
4.4 You shall not use the Alipay Hong Kong Partner Platform for any illegal activities or in a manner that may result in complaints, disputes, claims, penalties or other liability to us, other users or third parties or may be regarded as an abuse of the Alipay Hong Kong Partner Platform.
4.5 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may suspend or restrict your access to the Alipay Hong Kong Partner Platform, or terminate this Agreement and refuse to provide access to the Alipay Hong Kong Partner Platform to you. We may also place a hold on any amount due from us to you if reasonably needed to protect against the risk of liability, or take legal action against you.
5. LIMITATION OF SERVICE
Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the Alipay Hong Kong Partner Platform. We reserve the right to change, suspend or discontinue any aspect of the Alipay Hong Kong Partner Platform at any time, including hours of operation or availability of the Alipay Hong Kong Partner Platform or any Alipay Hong Kong Partner Platform feature, without notice and without liability. We also reserves the right to impose limits on certain Alipay Hong Kong Partner Platform features or restrict access to some or all of the Alipay Hong Kong Partner Platform features without notice and without liability.
6. INDEMNIFICATION
You agree to indemnify AlipayHK and our affiliates and our employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Alipay Hong Kong Partner Platform or from your breach of this Agreement. AlipayHK reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with AlipayHK in asserting any available defenses.
7. SUSPENSION OR BREAKDOWN OF SYSTEMS
If you are unable to use the Alipay Hong Kong Partner Platform as a result of improper operation of the systems due to any of the following reasons, you agree you will not hold AlipayHK and our affiliates liable for:
a) System suspension which has been announced by AlipayHK in advance; or
b) Failure in data transmission and system operations due to Force Majeure Event. For the avoidance of doubt, “Force Majeure Event” means an event that is not foreseeable, the consequence of which cannot be prevented or avoided and beyond the reasonable control of AlipayHK other than due to its fault or negligence, which includes, without limitation to, acts of god, fire, computer virus, defect in design of instrumental software, attack by hacker, change in laws or policies, major outages of a telecommunication carrier’s network connections, interface incidents of partner banks and financial institutions, gateway incidents of mobile carriers, unexpected incidents resulting from changes in users’ systems, unexpectedly large increases in traffic volume, and governmental authority intervention that results in the seizure or confiscation of platform or systems, in each case to the extent used in or necessary for the availability of the Alipay Hong Kong Partner Platform and only to the extent such event(s) are beyond the control of the affected Party and only for as long as such event(s) persist.
8. DISCLAIMER AND LIMITATION OF LIABILITY
8.1 You agree that all risks arising from your use of the Alipay Hong Kong Partner Platform will be borne by you.
8.2 AlipayHK makes no warranty regarding the Alipay Hong Kong Partner Platform under this Agreement, including but not limited to: a) the Alipay Hong Kong Partner Platform features will meet your requirements; b) the Alipay Hong Kong Partner Platform availability will be uninterrupted, timely or error free; or c) any products, information or material obtained by you in connection with the Alipay Hong Kong Partner Platform will meet your requirements.
8.3 Except as expressly provided in this agreement and to the full extent permitted by law, the Alipay Hong Kong Partner Platform is provided "as is", "as available" and “with all faults”. All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.
8.4 To the full extent permitted by law, AlipayHK and our affiliates shall not be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from your use of or inability to use the Alipay Hong Kong Partner Platform.
9. ANTI-MONEY LAUNDERING AND ANTI TERROR FINANCING POLICY
9.1 You are required to keep your accounts and contact information current at all times. Any account found to contain incorrect and/or outdated information will be suspended.
9.2 It is the policy of AlipayHK to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing of terrorist or criminal activities. AlipayHK is committed to anti money laundering compliance in accordance with applicable law and requires its directors, officers and employees to adhere to these standards in preventing the use of its products and services for money laundering purposes.
10. CHANGE OF LAW
If AlipayHK or its affiliates reasonably conclude that any change in any applicable law, including but not limited to any applicable government authority’s ruling, notice, policy or guidance (“Change in Law”) requires, or will require, AlipayHK or its affiliates to incur material incremental costs to comply with the change, or will prohibit AlipayHK or its affiliates from performing material obligations under this Agreement, then AlipayHK will modify any provision of this Agreement as may be necessary to enable AlipayHK or its affiliates to comply with the Change in Law, as applicable. Notwithstanding anything contrary in this Agreement, in the event that any Change in Law requires AlipayHK to terminate this Agreement immediately, AlipayHK has the right to terminate the Agreement immediately by written notice to you.
11. JURISDICTION AND CHOICE OF LAW
This Agreement shall be governed by with the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to conflict of law principles. You irrevocably consent any dispute or claim arises from or in connection with this Agreement or your use of the Alipay Hong Kong Partner Platform, the relevant parties shall resolve such dispute through amicable negotiations. If such dispute is still not resolved, such dispute between you and AlipayHK shall be finally resolved by arbitration with the Hong Kong International Arbitration Centre (“HKIAC”). If any dispute is submitted to the HKIAC for arbitration, the arbitration shall be conducted in accordance with the rules of the HKIAC in force at the time of applying for arbitration as amended by this clause. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English and in Hong Kong. The arbitration award rendered by the HKIAC shall be final and binding on all the relevant parties.
12. GENERAL PROVISIONS
12.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
12.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
12.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
12.4 Any failure by AlipayHK to exercise any of our rights under this Agreement 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.
12.5 AlipayHK shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. AlipayHK may delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign or delegate, in whole or part, this Agreement to any person or entity.
12.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.