Customers of AWX Lithuania, UAB ('Airwallex LT') should review the relevant Terms & Conditions for Airwallex LT below.

Late updated: 19 February 2024

This acceptable use policy sets out the terms under which you may access the services provided by Airwallex (the “Services”). It applies as soon as you access and/or use our Services. Check the Customer Agreement or the meaning of capitalized terms, to the extent such terms are not defined in this policy.

What you cannot do (Prohibited Activities)

You may use our Services only for lawful purposes. You may not use our Services:

• in any way that breaches or is intended to breach any applicable local, national or international law, regulation or guideline or causes Airwallex to breach any applicable law, regulation or guideline;

• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

• for the purpose of harming or attempting to harm others, including minors (as such term is defined by applicable law or regulation) in any way;

• for anything that is abusive or incites hate/violence, or does not comply with our content standards;

• in connection with any unsolicited or unauthorised advertising or promotional material or any other form of spam;

• in connection with harmful programs like viruses or spyware or similar computer code designed to adversely affect the operation of any computer software or hardware;

• in any way that would evade any applicable taxes, levies or duties illegally or facilitate any form of tax evasion;

• in a manner that is likely to result in complaints, disputes, reversals, chargebacks or other liability (directly or indirectly) to Airwallex, other customers of Airwallex, third parties or yourself; or

• for an unapproved purpose (that is, if you are approved to use our Services for certain business purposes, then you must not use our Services for personal purposes or any other unapproved business purposes).

We do not provide our Services to businesses that engage in, or support transactions which involve, the following types of activities:

• adult entertainment and related services, including pornography, escort services, prostitution services and/or any form of advertising of or for sexual services;

• gambling services where it is illegal or offering gambling services without the required permits or licenses (including skilled game wagering);

• counterfeit or unauthorised goods, or products or services; such as goods or services which infringe upon intellectual property or proprietary rights of third parties;

•  weapons manufacturing, sales and supplies or business dealings related to any military items;

• the offering of regulated financial services (directly or indirectly) without a valid license and/or registration;

• the sale and/or distribution of any product or service without the requisite permit or license in their place of operation (governmental or otherwise);

• the sale and/or distribution of any products or services which promote or encourage discrimination, including discrimination on the basis of race, gender, religion, nationality, disability, sexual orientation or age;

• Ponzi/ Pyramid Scheme/ Multi Level Marketing/ Telemarketing;

• the trade of restricted and/or endangered animal species and products derived from them;

• the sale, distribution and/or trade of archaeological and cultural relics,;

• the sale of access to cyberlockers or remote digital file-sharing services; 

• any transactions made for no genuine commercial purpose, such as the pooling of funds between multiple parties or the cashing out of credit or stored value cards; or

• any other businesses or transactions outside of our risk appetite based on our internal policies, our banking partners’ policies or the policies of participants in our payment network.

Our cards cannot be sold in the open market for profit or used for the following purposes: 

• to create new social media marketing accounts when existing accounts have been closed for breaching the relevant social media platform’s terms of use (prohibited products/services, negative reviews or any other reasons); 

• to sign up for free trials or other new user promotions, and on-selling the services to other users via other channels for the sole purpose of making profits;

• to initiate and make a first installment payment, and subsequently lowering the card limit or deactivating/closing the card to avoid payment for the rest of the installments;

• to make purchases of products/services for the purpose of generating illegitimate reviews on ecommerce marketplaces; or

• to perform pre-authorisation transactions without any actual purchase on crowdfunding websites for the purpose of inflating or meeting the crowdfunding goals. 

We do not provide our Services to the following categories of entities:

• individuals, entities, countries/regions or any other form of “persons” who are subject to international sanctions;

• bearer shares or entities having bearer share company in their ownership chain;

• banks that do not have a physical presence in any country (i.e., “shell banks”); or

• other categories outside of our risk appetite in accordance with our internal policies, our banking partners’ policies or the policies of participants in our payment network.

What you cannot do without our approval (Restricted Activities)

Without our approval, you may not use our Services for the following businesses or to support transactions which involve the following:

• cryptocurrencies or virtual currencies; crypto-assets or virtual assets, non-fungible tokens (NFTs) and initial coin offerings (ICOs)

• stablecoins and tokenized “real world assets” including commodities, real estate, currencies and financial instruments.

• financial services, including (and not limited to):-

  • Acceptance of deposits and other repayable funds from the public, including crowdfunding;

  • Lending;

  • Buy now pay later services;

  • Financial leasing;

  • Money or value transfer services;

  • Money and currency changing;

  • Issuing and managing means of payment (e.g. credit and debit cards, cheques, traveller's cheques, money orders and bankers' drafts, electronic money);

  • Financial guarantees and commitments;

  • Carry out a business that provides trading services in:

    • money market instruments (cheques, bills, certificates of deposit, derivatives etc.);

    • foreign exchange;

    • exchange, interest rate, index and hybrid asset classes instruments;

    • transferable securities;

    • commodity futures trading.

    • cryptocurrencies, crypto-assets, virtual currencies, virtual assets, non-fungible tokens (NFTs) and initial coin offerings (ICOs)

    • stablecoins and tokenized “real world assets” including commodities, real estate, currencies and financial instruments, 

  • Participation in securities issuance and the provision of financial services related to such issues;

  • Individual and/or collective portfolio management;

  • Safekeeping and administration of cash or liquid securities on behalf of other persons;

  • Otherwise investing, administering or managing funds or money on behalf of any other persons;

  • Underwriting and placement of life insurance and other investment related insurance.

• Designated Non-Financial Businesses and Professions (“DNFBPs”) and companies collecting or handling funds on behalf of third parties, including and not limited to:-

  • Casinos, lotteries, online gambling or any action which involves a stake of an asset with a view to winning a prize/reward, and any tool which is intended or marketed to be used in the calculation or assessment of the prospect of placing successful bets or gambles;

  • Real estates agents;

  • Dealers in luxury goods or high value items, for example, precious metals and stones dealers; sale of loose precious metals, jewels, and stones including without limitation gold, silver, titanium, platinum, palladium and diamonds;

  • Lawyers, notaries, other independent legal professionals and accountants;

  • Trust and company service providers;

  • Other entities which conduct payouts or collecting funds on behalf of any other person or entity other than yourself (except for your affiliated entities);

• charities (including unregistered charities), non-government organisations or not-for-profit organisations;

• other activities including:-

  • Matchmaking or dating services;

  • Live streaming platforms and chatting services;

  • Marketplaces;

  • Facilitation, sale or distribution of chemicals;

  • Pharmaceuticals & Nutraceuticals (including but not limited to prescription medication, sexual enhancement drugs and weight loss products);

  • Oil and gas companies, as well as related activities;

  • Bidding fee auctions;

  • Political organizations;

  • Religious organizations;

  • Surveillance equipment, for example, spy cameras;

  • Alcohol, tobacco and e-cigarette products and accessories;

  • Marijuana, CBD Oil, and drug-related paraphernalia;

  • import or export of any ‘dual use goods’ as defined by any country that has jurisdiction over any AWX’s entities’ relevant export control classification lists;

  • Regulated medical devices and services, including fetal gender diagnosis;

  • Travel-Related Arrangement Services; or

• other high risk activities in accordance with our internal policies, our banking partners’ policies or the policies of participants in our payment network.

You also agree:

• not to copy or use any part of our Services in contravention of the provisions of our Customer Agreement; and

• not to access without authority, interfere with, damage or disrupt:

  • any part of our Services;

  • any equipment or network on which our Website is hosted or stored;

  • any software used in the provision of our Services; or

  • any equipment or network or software owned or used by any third party.

You may not deposit cash or cheque deposits into your account.

You may only use your Global Account number (as we provided to you) to receive funds for the following purposes:

• receiving payouts from an approved e-commerce and marketplace platforms;

• receiving payments from your clients and other third parties for the purpose of business payments;

• receiving your own funds from other legitimate business sources. [1]

Content standards

These content standards apply to all content you publish, broadcast, share or circulate, by or through a website or on any online platform that utilizes our Services. Content includes information, data, communication, video, text, graphics, photos, sounds, music, audiovisual works, and chat feed comments. The content must:

• be accurate;

• be genuinely held (where they state opinions); and

• comply with applicable law in any country from which they are posted or to which they relate.

The content must not:

• contain any material which is defamatory;

• contain any material which is obscene, offensive, hateful or inflammatory;

• promote sexually explicit material;

• promote violence;

• promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

• infringe any copyright, database right or trademark of any other person;

• be likely to deceive any person;

• be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

• promote any illegal activity, such as sedition;

• post any advertisement which is prohibited by relevant laws and regulations;

• be threatening in any way, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

• be likely to harass, upset, embarrass, alarm or annoy any other person;

• be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

• give the impression that they relate to us, if this is not the case; or

• advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

If you operate any website or online platform that utilizes our Services, you

• must have robust policies, procedures and processes regarding restricted or prohibited content and users’ code of conduct to 

  • monitor, detect, restrict and remove inappropriate, offensive or illegal content that might have a negative impact over our goodwill, reputation or reputation; 

  • block, blacklist and remove users of your website or online platform that provides inappropriate, offensive or illegal content;

• you shall remove content or block users of your online platform promptly if we request you to do so;

• you shall notify us promptly if you receive any notifications from or are a subject of any disciplinary process by any regulatory authorities or if you become aware that any content on your website or online platform or any services you provide are likely to infringe on any third-party rights, violate any applicable laws or could have a negative impact on your reputation.

Transaction limits

Unless you have received specific approval for a higher limit, you can only make a transaction involving a foreign currency conversion where your open positions or unsettled transactions do not exceed USD100,000 (or its equivalent) at the time of requesting the transaction with us. If you structure multiple transactions to exceed this amount, we may block those transactions.

We may review our internal credit risk policies from time to time and adjust our transaction limits in line with those policies. If we lower the transaction limit, we will give you reasonable notice of such a change.

Fair use

You should use our Services in a fair and reasonable manner. This means that you should not make excessive payouts with our Employee Cards. 

If you intend to make more than 500 payouts per month or more than 200 international payouts per month, you must set up a specific customised plan with your account team.

If you wish to have more than two (2) physical Employee Cards per Employee Cardholder, then please discuss with your account team about setting up a customised plan.

If you are an enterprise customer with customised pricing, then these limits will not apply to your use of our Services via API.

Suspension and termination

We alone will determine whether there has been a breach of this acceptable use policy through your use of our Services.

We take breach of this policy seriously and upon your breach, may take the following actions:

• decide and implement the immediate, temporary or permanent withdrawal of your right to use our Services;

• suspend or cancel your payment orders and take such other actions as we consider necessary;

• freeze your funds and/or accounts while investigations are ongoing;

• remove any posting or material uploaded by you;

• return funds to the sender (including to cooperate with a fund recall request from one of our banking partners);

• issue a written warning;

• take legal action against you for damages and/or for reimbursement of all costs incurred from your breach on an “all expenses” basis; and/or

• report and disclose relevant information to applicable law enforcement authorities.

Other policies

This policy does not limit any of our rights in any of our agreements with you nor does it limit the implementation of our risk appetite in accordance with our internal policies, our banking partners’ policies or the policies of participants in our payment network.

Changes to the acceptable use policy

We may revise this acceptable use policy from time to time to reflect a change of regulatory requirements or a change of our risk appetite by updating this page. Such changes may affect the services we are currently providing you. You are encouraged to review this policy periodically and regularly to avoid any interruption of your services. This policy, as amended, is legally binding on you.

[1] HK customers are provided with separate Global Accounts for collection of funds from third parties and own fund top-up for payout and conversion.

Acceptable Use Policy

Connection Terms

1. Airwallex will provide Customer with data associated with their Airwallex accounts from within the Airwallex ecosystem (“Airwallex Account Data”) to you via a third party (“Third Party”) through an application provided by that Third Party (“Third Party App”).

2. You have entered into a separate agreement with the Third Party for certain services (the "Third Party Terms").

3. By instructing Airwallex to connect your Airwallex Account to the Third Party App (the “Connection Services”) you agree to be bound by these terms and conditions ("Connection Terms").

4. Billpay Services. Airwallex supports customers with managing and paying their supplier bills with a bill payment solution (“Billpay Services”). You acknowledge that from time to time Airwallex may enter into a separate agreement directly with any such Third Party whereby they will perform certain aspects of the BillPay Services provided by us to you, in order for you to be able to connect those services with the Third Party App. In order for us to provide the Billpay Services we will exchange data with the Third Party to enable the Third Party, on our behalf, to:

4.1. Assist with your payments by exchanging payment information; and

4.2. Manage your payment beneficiaries.

5. These Connection Terms constitute Additional Terms that apply to Connection Services and are incorporated to form a part of the Payout and FX Terms that are applicable to you as if set out in such Payout and FX Terms in full. To the extent of any inconsistency with the applicable Payout and FX Terms, these Connection Terms will prevail to the extent the inconsistency relates to the rights and obligations as set out in these Connection Terms.
6. You undertake and warrant on a continuing basis whilst using the Connection Services that:

6.1. You comply with all Applicable Laws on data protection and, to the extent required, have obtained all necessary consents and approvals necessary for Your use of the Third Party App and the Connection Services.

6.2. You have granted all necessary authority to the Third Party to receive the Airwallex Account Data.

7. You acknowledge and agree that by connecting your Airwallex Account to your Third Party Account:

7.1. Airwallex is not responsible, nor liable for the use, processing or security of the Account Data after having sent the Account Data to the Third Party.

7.2. You instruct Airwallex to share - and thereby process - your Account Data with the Third Party on a continuous basis until such time you withdraw your instruction in accordance with paragraph 9. below.

7.3. Airwallex can rely on the authenticity of instructions received in your name if such instructions are received by Airwallex via the Airwallex Webapp.

8. You acknowledge and agree that:

8.1.1. we have no control over or responsibility for the actions or failures of a Third Party for services that they provide directly to you under any Third Party Terms Agreement.

8.1.2. In the event of any complaint or dispute between you and the Third Party, you must settle the dispute directly with the Third Party in accordance with your Third Party Terms Agreement. Such disputes cannot be dealt with under these Connection Terms.

9. Disconnection.

9.1. You can request disconnection of the Connection Services (including Billpay Services) at any time by making a disconnection request in the Airwallex webapp.

Netsuite Bankfeed Terms

Airwallex (Netherlands) B.V. ("Airwallex" or "we") will provide our customers ("Customers" or "you”), upon instruction, with the opportunity to connect your Airwallex account ("Airwallex Account") to your NetSuite user account ("NetSuite User Account"), enabling Airwallex to share data associated with Airwallex accounts ("Account Data”) with Oracle Corporation UK Limited ("Oracle") to enable you to make use of the NetSuite Bankfeed application.

By instructing Airwallex to connect your Airwallex Account to your NetSuite User Account, you agree to be bound by these terms and conditions ("Bankfeed User Terms").

These Bankfeed User Terms constitute Additional Terms that apply to the connection of your Airwallex Account to your NetSuite User Account, and are incorporated to form a part of the Payout and FX Terms that are applicable to you as if set out in such Payout and FX Terms in full. To the extent of any inconsistency with the applicable Payout and FX Terms, these Bankfeed User Terms will prevail to the extent the inconsistency relates to the rights and obligations as set out in these Bankfeed User Terms.

You undertake, acknowledge and agree on a continuing basis, that: by connecting your Airwallex Account to your NetSuite User Account:

1. You instruct Airwallex to share - and thereby process - your Account Data with NetSuite on a continuous basis until such time you withdraw your instruction in accordance with paragraph 2 below. Airwallex shall initiate the sharing of Account Data after having notified you we have verified your Netsuite User Account credentials ("Credentials").

2. You can withdraw your instruction at any time by making a disconnection request in the Airwallex webapp. Airwallex shall terminate sharing your Account Data within five (5) business days after having received your instruction.

3. Airwallex shall (temporarily) terminate sharing your Account Data with NetSuite if an event occurs that prevents Airwallex from successfully sending your Account Data to NetSuite, such as, but not limited to, your Credentials no longer functioning.

4. Airwallex can rely on the authenticity of instructions received in your name if such instructions are received by Airwallex via the Airwallex webapp when logged in as the owner or an administrator of the Airwallex Account.

5. You comply with all Applicable Laws on data protection and, to the extent required, have obtained all necessary consents and approvals for the NetSuite Bankfeed application.

6. You will indemnify Airwallex against any actions, claims, demands or proceedings that may be brought against Airwallex, including but not limited to any actions, claims, demands or proceedings under data protection laws, and any losses, costs, damages, expenses (including but not limited to any legal fees) or liabilities incurred or sustained by Airwallex arising out of or connection with Airwallex’ obligations under these Bankfeed User Terms, in accordance with applicable law and regulations, your instructions or your failure to perform any of your obligations under these Bankfeed User Terms.

Treasury Management Terms

Formerly Payout & FX Terms

This version of the Treasury Management Terms comes into effect on 1 December 2024 for Corporate Customers (as defined in these Terms) who are existing customers of Airwallex (Netherlands) B.V. as at 28 October 2024, and comes into effect on 1 February 2025 for non-Corporate Customers who are existing customers of Airwallex (Netherlands) B.V. as at 28 October 2024. For new customers that sign up and accept Airwallex (Netherlands) B.V. terms and conditions during the period 29 October - 30 November 2024, these terms are effective immediately.

To access the current version of the Treasury Management Terms, please click here.

1. THESE TERMS

1.1 The Airwallex Treasury Management Terms comprises terms and conditions governing the relationship between you (‘Customer’/‘you’) and Airwallex (Netherlands) B.V. (‘Airwallex’/‘us’/‘we’) that apply to our Services (which we describe in clauses 7, 10 and 11). Please read these terms carefully and contact us if anything is unclear. The Customer and Airwallex will individually be referred to as a Party, and collectively, as Parties.

1.2 Please refer to clause 26 for a list of the definitions used in these terms.

1.3 The Application Form, as amended by you, is incorporated into and forms part of these terms.

1.4 We will provide you with separate terms and conditions for any services that fall outside the scope of these terms.

1.5 You should also download a copy of these terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these terms (as well as the documents below) on our website www.airwallex.com.

1.6 Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with these terms:

(a) Acceptable Use Policy

(b) Cookie Policy and Privacy Policy

(c) FAQs

(d) API Documentation

For the avoidance of doubt, the above documents do not form part of these terms.

1.7 If we need to send you information in a form you can keep at any time, we will either send you an email or provide information on our website or via the Airwallex Platform that you can download. Please keep copies of all communications we send to you.

2. WHO AIRWALLEX IS AND HOW TO CONTACT US

2.1 Our company information. The Services are offered by Airwallex (Netherlands) B.V. (Chamber of commerce no. 77519256), which has its registered office at Herengracht 168, 1016 BP Amsterdam, the Netherlands. Airwallex is authorised by the Dutch Central Bank (De Nederlandsche Bank, ‘DNB’) under the Dutch Financial Services Act (Wet op het Financieel toezicht, ‘FSA’) as an Electronic Money Institution.

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

(a) emailing us at: [email protected]

(b) sending mail to us at: Herengracht 168, 1016 BP Amsterdam, the Netherlands

(c) sending us a message through the contact links on our website www.airwallex.com

(d) by telephone on the phone number +31 85 0003 369.

2.3 How we will contact you. We will contact you using the contact details you provided when you registered or such other contact details that you provide to us – please keep these up to date. By using our Services you agree to receive electronic communications from us. If we have reasonable concerns about either the security of your Wallet or Global Account, or any suspected or actual fraudulent use of your Wallet or Global Account, we will contact you via telephone, email, or both (unless contacting you would be unlawful or compromise our reasonable security measures).

3. THE FOUNDATION - SAFEGUARDING OF FUNDS

3.1 Airwallex complies with the requirements of the FSA and related Applicable Law. Funds corresponding to electronic money in your Wallet will be held in one or more bank accounts separately from the other funds of Airwallex with the Foundation. In the event of our insolvency, you will have a right to be paid from these bank accounts of the Foundation in priority to other creditors in accordance with Applicable Law.

3.2 The Foundation acts as an independent custodian in accordance with Applicable Law, appointed by Airwallex to safeguard the funds corresponding to electronic money and received in relation to the payment services performed by Airwallex.

3.3 The Foundation acts on instructions of Airwallex. Any payments made to or by the Foundation are made on behalf of Airwallex. You will have no contractual relationship with the Foundation.

3.4 Airwallex excludes all liability of the Foundation. You acknowledge that this clause entails a third-party clause (as referred to in Book 6, Section 253 of the Dutch Civil Code) for and for the purposes of the Foundation.

4. APPLICABILITY OF THESE TERMS

4.1 Corporate opt-out. If you are a Consumer then all of these terms apply to you. If you are not a Consumer at the time you enter into these terms, or if you stop being a Consumer at any stage during the term of these terms, you agree that none of the following regulations of Title 7b of Section 7 of the Dutch Civil Code (‘DCC’) will apply to these terms:

(a) articles 7:516, 517, 518, 530(4) DCC (Information Requirements for Payment Services); and

(b) the following articles of the DCC: 7:519 and 520(1) (charges), 7:522(3) (withdrawal of consent), 7:527 (evidence on authentication and execution), 7:529 (payer or payee’s liability for unauthorised transactions), 7:530 (refunds for direct debits), 7:531 (requests for direct debit refunds), 7:534 (revocation of a payment order), 7:543 (defective execution of payer-initiated transactions), 7:544 (defective execution of payee-initiated transactions) and 7:545 (liability for charges and interest).

4.2 We have accordingly amended various terms to reflect the position for customers (each a Corporate Customer) who are not Consumers.

5. CHANGES TO THESE TERMS

5.1 Subject to clause 5.2, we may change these terms (including the Service Fees) by giving you two (2) months’ prior written notice. We will consider that you have accepted the proposed changes if you do not terminate (opzeggen) these terms by giving us written notice during the notice period.

5.2 If you are a Corporate Customer, clause 5.1 does not apply and we may change these terms (including the Service Fees) by giving you one (1) month’s prior written notice. We will consider that you have accepted the proposed changes if you do not terminate (opzeggen) these terms by giving us written notice during the notice period.

5.3 We may also make some changes immediately, without prior notice, if those changes:

(a) are required by Applicable Law or we are requested to do so by a Regulatory Body; or

(b) relate to the addition of a new service or extra functionality of our Services and do not affect terms relating to the existing Services.

5.4 You should stop using our Services if you do not agree to these changes. If you keep using our Services after we have announced such a change, we will treat you as having accepted the change.

5.5 Updates. We may issue updates for the Airwallex Platform, including the Airwallex APIs, from time to time. We may need to do this to facilitate the continued and proper operation of the Platform, make improvements to the Platform or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Airwallex Platform until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate (opzeggen) these terms, by giving you two months’ prior written notice.

6. CUSTOMER DUE DILIGENCE AND VERIFICATION

6.1 To meet our obligations under Applicable Law, before we provide our Services to you, we will carry out customer due diligence checks on you, your directors, partners, ultimate beneficial owners, and employees (as relevant), Authorised Users and Additional Cardholders together with any parties involved in your transactions. You must provide us with complete, accurate, and up to date information at all times, including any information we require to verify the authenticity of transactions such as supporting invoices. You will promptly provide any additional information we require at any time, at the latest within two (2) Business Days of a request from us. You acknowledge that we may not provide you with any of our Services until we have received all the information we require. We will not be responsible for any loss arising out of your failure to do so.

6.2 You agree that we may make, directly or using a third party, any inquiries we believe are necessary to verify information you provide to us, including checking commercial databases or credit reports.

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

(a) successful completion of the initial, and any subsequent, credit evaluations; and

(b) there being no material changes to your credit status during the term of these terms.

6.4 If you link your external account to your Wallet, as permitted or otherwise required by Airwallex, you agree that:

(a) we will need to carry out verification on the Linked Account.

(b) we may implement any verification process as we reasonably require from time to time, and use the information obtained through such process to verify the information you have provided to us to our satisfaction.

(c) if you fail to complete the verification process or if the verification is unsuccessful, you will not be able to use our Services or features which will require a Linked Account.

7. ABOUT THE SERVICES

7.1 Wallet. The ‘Wallet’ enables you to electronically hold, send and receive funds in the form of electronic money in the Supported Currencies through the Airwallex Platform. The funds in the Wallet can be in multiple currencies but only in the Supported Currencies that we offer, which may change from time to time.

7.2 Global Account. You may request Airwallex to open more than one Global Account for a particular Supported Currency.

7.3 How balances are represented. The funds collected through a Global Account will be transferred to your Wallet and be represented as part of the balance in your Wallet for each Supported Currency – there will not be a separate balance shown for a Global Account.

7.4 The Dutch Deposit Guarantee Scheme (Depositogratantiestelsel) (‘DDGS’) does not apply to the funds in your Wallet or collected through a Global Account. You acknowledge that the Wallet is an electronic money account, not a bank account, and is therefore not covered by the DDGS.

7.5 As a firm regulated under the FSA, the Foundation holds funds corresponding to electronic money in your Wallet in one or more bank accounts separately from the funds of Airwallex. In the event of the insolvency of Airwallex, you will be paid from these bank accounts of the Foundation in priority to other creditors in accordance with Applicable Law.

7.6 The electronic money in the Wallet:

(a) will not expire, except when your Wallet is closed – see clause 20 for more details;

(b) will not earn any interest or rewards; and

(c) can be withdrawn at any time, subject to certain conditions – see clause 11 for more details.

7.7 We may place interim or permanent restrictions on your use of the Wallet, a Global Account or any other part of the Services depending on certain regulatory requirements, identity verification checks or business requirements, which will be set out in the Acceptable Use Policy or any Additional Terms. These will be communicated to you at the time the restriction is put in place or, if that is not practical due to urgent or unforeseen circumstances, promptly after the restriction is put in place.

7.8 Airwallex Card. If we have agreed to issue you or any Additional Cardholder with a Card, the terms set out in the Card Supplement shall apply to the use of any Cards linked to your Wallet in addition to these terms. The terms of the Card Supplement shall be incorporated and form a part of these terms as if set out in these terms in full.

8. GETTING STARTED

8.1 Creating your Airwallex Profile. In order to use our Services, you must provide the necessary information as prompted through the Airwallex Platform to register and create your Airwallex Profile. If required by Airwallex, you must provide your bank account details to be linked to your Airwallex Profile.

8.2 Creating a Global Account. Once we have created your Airwallex Profile, you can submit a request to open a Global Account by logging on to the Airwallex Platform and providing the necessary information, including any additional information that we may require from time to time. You may also need to agree to Additional Terms. We will advise you of this requirement, if relevant, when you request to open a Global Account.

8.3 Signing up. You represent and warrant at the time of accepting these terms and on a continuing basis as follows:

(a) that these terms are accepted and executed by your duly authorised representative; and

(b) that all information supplied to us in applying for your Airwallex Profile and Global Account and subsequently is true, complete and accurate in all material respects and you will not omit or withhold any information which would render the information so supplied false, incomplete or inaccurate in any material respect.

8.4 You can only have one Airwallex Profile, unless we agree otherwise in writing. If we discover that you have more than one Airwallex Profile, at our discretion, we may either merge or close any duplicate profiles, or terminate (opzeggen of ontbinden) your Services, if we reasonably believe you have opened them in order to bypass any restrictions in the Services.

8.5 You confirm you are acting on your own account, not on behalf of any other person or legal entity. If you are entering into these terms as trustee of a trust, you must disclose that to us. We will deem any use of the Wallet, including any transfers into and out of the Wallet, to have been carried out by you.

8.6 Setting up Airwallex APIs. You may access the Airwallex Platform through Airwallex APIs as well as the Webapp. However, in order to use our Services through the Airwallex APIs, you must first be approved by us. If you are approved by us, you will need to comply with our API Documentation and reasonable directions regarding the integration and use of the Airwallex APIs.

9. AUTHORISED USER

9.1 You may appoint an ‘Authorised User’ (for example, any of your directors, officers, employees or professional advisors) to act on your behalf to enter into and confirm FX Conversions and Payouts under these terms. You must set up each Authorised User with a User Profile and promptly provide us with the following details of any of your proposed Authorised Users: Customer name, name of Authorised User, Customer address and billing address, phone and email address of Authorised User, and any other contact or identification information of the Authorised User that we may reasonably require.

9.2 You agree that:

(a) your Authorised Users have the authority to provide instructions to us for the provision of Services on your behalf;

(b) we may rely on instructions given by the Authorised User, and you will be bound by the actions of your Authorised Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) we may refuse access to your Authorised User(s) if we are concerned about unauthorised or fraudulent access; and

(d) you will promptly report to us any infringements or unauthorised access to the Airwallex Platform, including the Webapp or Airwallex APIs.

10. RECEIVING PAYMENTS & LOADING MONEY INTO THE WALLET

10.1 Funding your Wallet. You can load funds to your Wallet by logging in to the Airwallex Platform and following the steps as prompted.

10.2 Global Account collection. If we have opened a Global Account for you, you may also receive funds to your Wallet through a Global Account.

10.3 In each case, you will ensure the funds are transferred using the correct bank details and any unique transaction reference number details specified by Airwallex. If you do not provide accurate details, then we may not be able to credit your Wallet. In such cases, we will not be liable for any loss you incur, although we will use reasonable efforts to investigate and credit or return incorrect and inaccurately referenced payments into or from your Wallet.

10.4 You may load funds to the Wallet by way of a bank transfer to Airwallex. We may permit additional methods of receiving or loading money into the Wallet from time to time.

10.5 We will credit your Wallet when we receive your funds. We are not responsible for any funds transferred, and will not record them as available in the Wallet, until we have actually received the funds from you or via a collection through the Global Account. The transfer of funds from you or other payers to your Wallet is a service provided by third parties, and is not part of our Services. We have no control over the time it may take for the transfer of such funds to clear and settle.

10.6 Reversals. We may need to reverse a transaction and either deduct funds we have credited to your Wallet, or return funds we have debited from your Wallet, including in the following circumstances:

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

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

(c) you have provided us with incorrect instructions for the transaction;

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

(e) we exercise our rights under clause 20.

If you do not have enough funds in your Wallet for us to make a deduction, you must reimburse us as soon as possible, as set out in clause 11.12. If we reverse a transaction, we will do this at the prevailing FX Exchange Rate applicable at the time of the reversal or at the original FX Exchange Rate applicable to the transaction, in our discretion. You may request to configure your account so that any reversed transaction that results in a refund to you is paid in the source currency or the target currency, if supported. If the refund requires a FX Conversion, any associated FX Delta will be credited to or debited from the Customer’s Wallet as applicable.

10.7 Where the funding/original transaction was paid for by Card, reversals will be effected in accordance with the Card Supplement. For other transactions, where we make a reversal, we may choose whether to make the reversal in the currency of the original transaction or in a separate currency, for example, where the original transaction is not in a Supported Currency which can be held in your Wallet, we will generally choose to convert the amount of the reversal into your Base Currency. Where we are required to perform any currency conversions in connection with the reversal of a transaction, we will do this at the prevailing FX Exchange Rate applicable at the time of the reversal or at the original FX Exchange Rate applicable to the transaction, in our discretion.

11. MAKING PAYOUTS AND FX CONVERSIONS

11.1 Your instructions. You may instruct us to make a FX Conversion or Payout at any time by providing the necessary details as prompted in the Airwallex Platform.

11.2 Confirmation. You must have sufficient funds in your Wallet in the relevant source currency to cover the full amount of any FX Conversion or Payout (including Service Fees) that you wish to make. We may decline your instructions if you do not have enough funds, if you exceed any applicable limits, or in accordance with clause 20. When we are satisfied with your instructions we will issue you with a Confirmation. When you instruct us to make an FX Conversion or Payout, the amount of the FX Conversion or Payout confirmed in the Confirmation becomes due and payable to us on the date indicated in the Confirmation. On this date your funds will cease to be deemed electronic money and your balance will be deducted accordingly. You will be issued with electronic money again in respect of an FX Conversion in the purchase currency on the Settlement Date.

11.3 FX Exchange Rate. You may access the indicative FX Exchange Rate for an FX Conversion through the Airwallex Platform ("Rate"). The Rate will be quoted to you when you instruct us through the Airwallex Platform and the final FX Exchange Rate will be confirmed when we issue a Confirmation. We will ensure, as far as reasonably practicable, that the confirmed FX Exchange Rate reflects the rate quoted to you. The rate may be different as the rate may have changed between the time of your instruction and the time we issue the Confirmation. You agree that changes to exchange rates come into effect immediately without notice. Changes to the FX Exchange Rate depend on fluctuations in the financial markets outside our control.

11.4 Obtaining a rate or quote via API: You may request a Rate or a Quote by providing the necessary details via the Airwallex API.

(a) A Quote will be provided in accordance with clause 11.3 above. The Rate is for information purposes and cannot be used to book or execute a FX Transaction;

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

(i) To book a Spot FX Transaction using a Quote, you must submit the Quote ID specified in the relevant Quote when instructing Airwallex, through the Airwallex API, to make a FX Conversion or Payout in accordance with clause 11.

(ii) You must not request or use Quotes for speculation or arbitrage. Quotes can only be used for genuine, commercial purposes. If we suspect or reasonably believe that you are requesting and/or using Quotes in breach of this clause 11.4(b)(ii), we may remove your access to this functionality or limit your ability to request and use Quotes at our discretion.

(iii) We may impose limits on your ability to request and use Quotes as we determine appropriate in our sole discretion in order to manage Airwallex’s risk and exposure.

11.5 Pre-Fund Spot FX Transactions. For a Pre-Fund Spot FX Transaction, you simultaneously: (i) order and agree to the Pre-Fund Spot FX Transaction; (ii) agree to have your Intermediary Account debited by Airwallex; and (iii) agree to have your Intermediary Account credited or payout made by Airwallex. Consequently, the settlement of Pre-Fund Spot FX Transactions generally occurs simultaneously with the agreement to enter into the Pre-Fund Spot FX Transaction (or within two days in some circumstances).

11.6 Post-Fund Spot FX Transactions. For a Post-Fund Spot FX Transaction, you: (i) order and agree to the Post-Fund Spot FX Transaction on a date (“Order Date”); (ii) agree to have your Intermediary Account debited by Airwallex by Settlement Cut-Off; and (iii) agree to have your Intermediary Account credited or payout made by Airwallex simultaneously with or immediately after the relevant debit is completed. Consequently, the Settlement Cut-Off of the Post-Fund Spot FX Transaction will generally be on either: (i) the Order Date; or (ii) up to two days after the Order Date.

11.7 Open Position Limit. If you request and are granted Post-Fund capability, you will be able to book Post-Fund Spot FX Transactions up to a certain value (“Open Position Limit”), which will be specified by us. You may be required to provide an Advance Payment Deposit in order to book a Post Fund Spot FX Transaction. If you fail to fund your Post-Fund Spot FX Transactions in accordance with this clause 11, we may suspend or cancel an Open Position Limit in our sole discretion and/or take steps to unwind the overdue Post-Fund Spot FX Transaction at the prevailing FX Exchange Rate and pass on all associated losses and costs to you.

11.8 Forward Contracts. If you are approved to enter into Forward Contracts, you agree to enter into Forward Contracts only for the purpose of facilitating payment for identifiable goods or services. If we reasonably believe that you intend to enter into the Forward Contract for other purposes, we:

(a) may decline to accept your instruction in respect of a Forward Contract; or

(b) if we have already accepted your instruction, we may cancel the Forward Contract.

11.9 Settlement requirements. The issuance of a Confirmation means that the FX Conversion or Payout is final and binding and cannot be cancelled (other than in accordance with clause 11.17 or 11.18 below). We will deduct the amount of your FX Conversion or Payout from your Wallet immediately at the time we issue a Confirmation. However, if you are approved to post-fund you must:

(a) for an FX Conversion (or Payout, if the Payout is linked to a FX Conversion): deposit any amount specified in the Confirmation in cleared funds by Settlement Cut-Off; and

(b) for a Payout: ensure there are sufficient cleared funds in the Payout currency available to Airwallex by the Payout Date.

11.10 Date. We will deduct the amount of your FX Conversion or Payout from your Wallet when we issue a Confirmation or, if you are approved to post-fund the FX Conversion or Payout, at the same time that we receive the relevant funds from you. If that date is not a Business Day, or if we receive your instructions after 5pm on a Business Day, then the date may be adjusted by us to the next day that is a Business Day.

11.11 Execution time. If you are making a Payout and/or FX Conversion, we will remit the Payout and/or effect the FX Conversion as soon as possible. Generally, we will remit funds to a payee’s payment service provider within 24 hours after we accept your instructions. The methods of crediting the funds may be provided by third parties (for example the bank where the payee has their bank account) and are not part of our Services. We do not have any control over the amount of time it may take for a payee’s bank or payment provider to credit funds to the payee, but would generally expect this to take less than 5 Business Days, unless a longer period is required by Applicable Law.

11.12 Failed FX Conversions and Payouts. We may in our sole discretion, acting reasonably, decide to cancel the FX Conversion or Payout, or delay the FX Conversion or Payout by rolling it over to the next Settlement Date or Payout Date (as applicable), due to reasons outside of our control such as:

(a) failure of conversion in the sell currency by the Customer to Airwallex on any FX Conversion; or

(b) failure of Payout in the Payout currency by the Customer to Airwallex on any Payout.

11.13 Transaction limits. We may apply limits to the amount of any one or a series of Payouts, and we will tell you if we do so. For example, we may apply limits if you ask us to or if we reasonably think it would help manage the risk of fraud in a proportionate way.

11.14 Right of rejection. We reserve the right to withhold, reject, or delay any transaction in order to comply with Applicable Law. We may not accept your instructions for a Payout or FX Conversion if:

(a) no valid exchange rates are available from our correspondent banking partners, liquidity providers, or other financial institutions;

(b) any relevant anti-money laundering or counter financing of terrorism conversion limits are exceeded; or

(c) you have not complied with your obligations under these terms including the Acceptable Use Policy.

11.15 Obligation to repay. You cannot have a negative balance in your Wallet. If any transactions or charges (including any chargeback, reversal of a transaction, or deduction of fees) take your Wallet below zero, you must immediately repay the amount owing to us, without requiring notice from us to do so. If you do not, we may suspend use of your Wallet or refuse to provide the Services to you. We may also take reasonable steps to recover any amount owing to us (such as taking legal action or using debt collection services) and charge you for the cost of these services.

11.16 We can deduct funds from your Wallet if you owe us money, including the Service Fees. You authorise us to deduct the Service Fees and any other amounts that you owe us from time to time from the funds in your Wallet. If you do not have enough funds in your Wallet to cover these amounts, we will not accept or process your instructions and may refuse to provide the Services to you. We may also, at your cost, take reasonable steps to recover the amount owing (such as taking legal action or using debt collection services).

11.17 Cancelling a FX Transaction. After a FX Transaction Confirmation is issued but before Settlement of the FX Transaction, the Customer may make a Cancellation Request via the Airwallex API or by contacting your Airwallex Account Manager, which will be confirmed in a Cancellation Confirmation issued by Airwallex. Any delta between the FX Exchange Rate quoted in the Confirmation and the FX Exchange Rate applicable to a Reverse Conversion in furtherance of a Cancellation Request (“Cancellation Delta”) will be debited from or credited to the Customer’s Global Account, as applicable. The Customer may not withdraw, amend, or cancel a Cancellation Request after Airwallex has issued a Cancellation Confirmation. If the Cancellation Request is made after Settlement Cut-Off, Airwallex may charge a fee for late cancellation.

11.18 Cancelling a Payout. You may request to cancel a Payout before Settlement of the Payout by making a Cancellation Request via the Airwallex API or by contacting your Airwallex Account Manager. If a Cancellation Request is granted, Airwallex will issue a Cancellation Confirmation. Where the Payout has an associated FX Conversion, any Cancellation Delta that arises from reversing the FX Conversion will be debited from or credited to the Customer’s Global Account, as applicable. The Customer may not withdraw, amend, or cancel a Cancellation Request after Airwallex has issued a Cancellation Confirmation. If the Cancellation Request is made after Settlement Cut-Off, Airwallex may charge a fee for late cancellation.

12. SAFETY AND SECURITY

12.1 Keep your Wallet safe. In order to use the Airwallex Platform, you (or your Authorised User) must log in using the unique password and any multiple-factor authentication: for example, we may require your Authorised User to authenticate that they are the Authorised User when logging in to the Airwallex Platform, or for certain transactions made using the Airwallex Platform. You must store all log-in information and passwords to access the Airwallex Platform safely and securely at all times and only allow Authorised Users to access the Services.

12.2 Contact us if you suspect your Wallet may be compromised. You must contact us immediately by email to [email protected] and change your password if you suspect:

(a) your Wallet, Global Account, or access to the Airwallex Platform or other security credentials are stolen, lost, used without your authorisation or otherwise compromised; or

(b) someone else finds out your log-in information and password for your Wallet.

Any undue delay in notifying us may affect the security of your Wallet, Global Account, or access to the Airwallex Platform and result in you being responsible for financial losses.

12.3 Check the transactions in your Wallet regularly. All of your activity is displayed in the Airwallex Platform. You must contact us immediately by email to [email protected] to report any (i) suspected or actual unauthorised transaction, (ii) incorrectly initiated or executed transactions such as those having not been executed or having been executed late, (iii) certain charges and interest you are liable to pay as a result of such transactions, or (iv) other security concerns regarding the Airwallex Platform. We may be able to refund money you have lost if the transaction is due to our mistake, fraud, or errors with your transaction (see clauses 12.4, 12.7, 12.9 and 12.10). If you do not notify us of any unauthorised or incorrectly initiated or executed transactions or transactions which have not been executed or were executed late or of certain charges and interest you are liable to pay as a result of such transactions, without undue delay, and at the latest within 13 months (or within 3 months if you are a Corporate Customer) of the debit date of the transaction, on becoming aware of any unauthorised or incorrectly executed payment transaction, you may lose the right to have the matter corrected or money refunded. You also may not be able to claim a refund if:

(a) you have breached these terms;

(b) you gave us incorrect instructions for the transaction (we may reasonably assist you to recover the funds, where possible, but do not guarantee that this would be successful); or

(c) you are a Corporate Customer and any losses are not the direct result of our act or omission.

12.4 Unauthorised transactions. We will refund you as soon as practicable, and, except as permitted under Title 7b of Section 7 DCC, in any event no later than the end of the business day following the day on which we become aware of the unauthorised transaction, for an unauthorised transaction and restore you to the position you would have been in had the unauthorised transaction not taken place, subject to the following:

(a) where the Services, your Wallet, Global Account, or any log-in information and passwords are used without your authorisation you will be liable for any losses arising out of that unauthorised transaction if we believe you should have been aware of the unauthorised use;

(b) if you do not promptly notify us of security issues:

(i) in line with the timeframes of clause 12.3, you will be liable for any losses you incur up to the time that you notify us; and

(ii) within 13 months from the date of the Payout (or within 3 months if you are a Corporate Customer), we will have no liability for the unauthorised transaction;

(c) if we find that you or your Authorised Users, or anyone else acting on your behalf, has acted fraudulently (or, if you are a Corporate Customer, recklessly) we will not refund you in any circumstances;

(d) you will be solely liable for all losses if you have (i) acted fraudulently, (ii) with intent or gross negligence compromised the security of your Wallet or the Airwallex Platform or (iii) if you are a Corporate Customer, failed to, or if you are a Consumer, with intent or gross negligence failed to, comply with your obligations to use them in accordance with these terms, and to take all reasonable steps to keep all log-in information and passwords confidential and secure;

(e) provided we are able to provide a refund in accordance with Applicable Law; and

(f) if you gave us incorrect instructions for the Payout, we may reasonably assist you to recover the funds, where possible, but do not guarantee that this would be successful.

12.5 Where we refund you for an unauthorised transaction we will credit value date your balance no later than the date on which the amount of the unauthorised payout transaction was debited.

12.6 Where we refund you for an unauthorised transaction but subsequently find that you did not comply with your obligations under this clause 12, you must reimburse us for the value of the unauthorised transaction.

12.7 Non-execution or defective execution of transactions. Unless we can prove that the payment service provider of the recipient has received the amount of your Payout on time, we will be liable to you and will – without undue delay – refund your Wallet(the credit value date being no later than the date on which the amount was debited) with the amount of the non-executed or defective Payout. Where applicable, we will then restore you to the position you would have been in had the defective Payout not taken place. Upon request, we will immediately – without charge – make efforts to trace any non-executed or defectively executed Payout and will notify you of the outcome.

12.8 Late execution of transactions. Unless we can prove that the payment service provider of the recipient has received the amount of your Payout on time we will be liable to you. Where a Payout is executed late, and this is our fault or if you ask us to, we will request the payment service provider of the recipient of your Payout to ensure that the credit value date for the recipient's account is no later than the date the amount would have been value dated if the transaction has been executed correctly.

12.9 We will refund you any charges for which you are responsible and any interest which you have had to pay as a consequence of the non-execution or defective or late execution of a Payout.

12.10 Where the payment service provider of the recipient is located outside the EEA, clauses 12.7, 12.8 and 12.9 above will not apply to you.

12.11 You acknowledge that:

(a) subject to these terms and provided you are not a Consumer, Airwallex will not be responsible for or otherwise guarantee the performance of any transaction you enter into via the Airwallex Platform;

(b) you must provide or obtain any equipment or telecommunications lines and connections that may be necessary for you to use or connect with the Airwallex Platform;

(c) certain software and equipment you use may not be capable of supporting certain features of the Airwallex Platform;

(d) it is your responsibility to configure and update your information technology, software and equipment in order to access the Services or the Airwallex Platform;

(e) you will be liable for all costs, charges, claims, damages, fees, disbursements, losses, expenses, fines, and liability incurred by Airwallex arising out of:

(i) (where applicable) your incorrect instructions, overpayment, payment error, or other invalid payment you cause;

(ii) any error, default, gross negligence, misconduct, or fraud by you, your employees, directors, officers, or representatives, or anyone acting on your behalf; and

(iii) any costs, charges, claims, damages, fees, disbursements, losses, expenses, fines and liability incurred by Airwallex in respect of a failure by you to comply with these terms.

12.12 If you are a Consumer, clause 12.11(e) does not apply. However, you may be liable for our reasonable costs in the circumstances set out in clause 12.11(e) (i) to (iii).

13. SERVICE FEES

13.1 You will pay us the Service Fees for the Services, which are set out in the fees schedule available here (which forms part of these terms) (‘Fees Schedule’) or as otherwise agreed in writing with us.

13.2 To access certain Services, you will be required to select one of the subscription plans specified in the Fee Schedule, on the Airwallex Platform, or otherwise agreed in writing between us from time to time (‘Subscription Plan’) and pay fees on a recurring basis, as set out in the Fee Schedule, on the Airwallex Platform or as otherwise agreed in writing (‘Subscription Fees’). By activating a Subscription Plan or using a Service that is part of a Subscription Plan (including after the completion of any trial period, if applicable), you agree to pay the applicable Subscription Fees.

13.3 Changing your Subscription Plan. You may upgrade or downgrade your Subscription Plan at any time, via the Airwallex Platform. Downgrades to an account’s Subscription Plan will take effect at the end of your then-current billing cycle, while upgrades will take effect immediately. Downgrading your Subscription Plan could mean that you will lose access to certain products and features, and you should review your account before you downgrade and take appropriate action to ensure a smooth transition for when the downgrade occurs.

13.4 Billing and Cancellation. Unless specified in the Fee Schedule or we otherwise agree in writing with you, Subscription Fees will be charged at the end of every billing cycle until cancelled. A billing cycle begins when you are first provided access to a Subscription Plan, and continues for one month. You may cancel a Subscription Plan at any time via the Airwallex Platform. If you cancel a Subscription Plan, you will continue to have access to that Subscription Plan through the end of your then current billing cycle, you are still liable to pay the Subscription Fees for the current billing cycle. Cancelling a Subscription Plan only discontinues your permission to use the services associated with your Subscription Plan and does not terminate your account. After you have cancelled a Subscription Plan, your account and related information are maintained by Airwallex and remain accessible to you, to ensure that you are able to access your account and existing data upon reactivating your subscription to the Services. your account can be reactivated on your request. You may reactivate your access to a Subscription Plan at any time via the Airwallex Platform.

13.5 Invoices. In respect of certain Services, we may invoice you for amounts due or payable under these terms on a monthly basis. Any invoices we issue must be paid by you in a timely manner in order for you to continue your access to the Services and no later than the date specified on the invoice. If full payment is not received on time, we may suspend your use of the Services and access to any associated accounts until we receive the full invoiced payment.

13.6 Tax. All amounts payable to us under these terms:

(a) are exclusive of all taxes and similar fees now in force or enacted in the future, all of which you will be responsible for and will pay in full;

(b) will be paid in full without any set-off, counterclaim, deduction or withholding unless prohibited by Applicable Law. If the Customer is obliged by Applicable Law to deduct withholding tax from any payment:

(i) it will promptly notify Airwallex of the requirement;

(ii) the Parties will make all necessary filings in order to ensure the provisions of any applicable tax treaty applies to the payment;

(iii) the Customer will pay to Airwallex such additional amount as will result in the receipt by Airwallex of the full amount which would otherwise have been receivable had no withholding or deduction been payable;

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

(v) the Customer will promptly forward to Airwallex an official receipt (or a certified copy), or other documentation reasonably acceptable to Airwallex, evidencing payment to such authorities.

14.1 Licence. We grant you a personal, revocable, non-transferable, non-sublicensable and non-exclusive licence to access and use the Airwallex Platform via any supported web browser for the management of our Services provided you comply with these terms.

14.2 Ownership. As between you and us, we own all Intellectual Property Rights in and to the Airwallex Platform and its proprietary technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, and derivative work thereof. These terms do not transfer from Airwallex to the Customer any ownership rights in the Airwallex Platform, and its proprietary technology.

14.3 Restriction on use. You do not have any right to our Services, including the Airwallex Platform, other than the right to use them in accordance with the licence granted in clause 14.1. Except as allowed by law or by Airwallex, you cannot use, distribute, reproduce, modify, copy, adapt, translate, create derivative works from, transfer, loan, rent, sublicense, sell, frame or otherwise re-publish or redistribute, publicly perform or publicly display any part of our Airwallex Platform, Services, or included software. You will not allow any unauthorised person to access or use the Airwallex Platform, or trade on the Airwallex Platform for speculative purposes. You also cannot reverse engineer, decompile, disassemble or attempt to extract the source code of the Airwallex Platform or software.

14.4 Customer Data. You grant Airwallex a royalty-free, non-exclusive, irrevocable, transferable and sub-licensable to any Group Company, third party supplier and outsourcer, licence to use your proprietary business and customer data, as well as details of your transactions transmitted via the Airwallex Platform (‘Customer Data’), for the purposes of operating the Airwallex Platform, providing the Services, and fulfilling Airwallex’s rights and discharging its obligations under these terms. You are solely responsible for the quality, accuracy, and completeness of any Customer Data transmitted via the Airwallex Platform.

14.5 Other people’s rights. You cannot use our Services, including the Airwallex Platform, in any way that infringes or violates our or anyone else’s copyright, trade mark or other intellectual property rights or otherwise breaks any Applicable Law. The Airwallex Platform may display content that we do not own and we are not responsible for. You may not use content from any of our Services, including the Airwallex Platform, unless you get permission beforehand from us or the owner of the content, or you are permitted by law.

14.6 Airwallex compensation. If a third party alleges that authorised use of the Airwallex Platform as permitted by these terms infringes any Dutch Intellectual Property Rights then Airwallex will:

(a) at its own expense defend you or, at Airwallex’s option, settle any claim or action brought against you (‘Claim’) and will be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim, and clauses 18.4 to 18.5 will apply accordingly; and

(b) if the quiet enjoyment of the Airwallex Platform is prevented as soon as reasonably practicable secure the right for you to continue using the Airwallex Platform or replace or modify the Airwallex Platform to make it non-infringing (without degrading its performance or quality).

14.7 Clause 14.6 will not apply where the Claim is attributable to:

(a) any Customer Data;

(b) any modification of the Airwallex Platform, other than by or on behalf of Airwallex;

(c) your possession or use of the Airwallex Platform (or any part of it):

(i) other than in accordance with these terms; or

(ii) in combination with any other products, services, or materials if the Airwallex Platform would not be infringing without such combination;

(d) use of a non-current release of the Airwallex Platform; or

(e) compliance with your specifications or instructions.

14.8 Promotion. You agree that we may include and use your company name, logos, trade name, trademarks and general business information in our promotional and marketing materials for our Services and on our website. You may at any time and upon reasonable notice request in writing that we stop using your company name, logos, trade name, trademarks and general business information for these purposes.

15. CONFIDENTIAL INFORMATION

15.1 Each Party will provide to the other Party on request such information regarding its financial and business affairs and/or identity, as such Party may reasonably require (including without limitation any information required for a Party to be able to comply with its obligations under Applicable Law).

15.2 Each Party acknowledges that it will have access to Confidential Information belonging to the other Party. Confidential Information will include all information that is marked or designated as confidential or that, under the circumstances of its disclosure, should be considered confidential. For Airwallex, Confidential Information includes information about the Airwallex Platform and its proprietary technology. For the Customer, Confidential Information includes Customer Data.

15.3 Each Party agrees that it:

(a) will not use Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted by, or as required to perform its obligations under, these terms;

(b) will not disclose any of the other Party’s Confidential Information to any third party except as required: by law or any authority of competent jurisdiction; to that Party’s attorneys, accountants and other advisors as reasonably necessary; or for the purposes of defending itself in relation to actual or threatened proceedings;

(c) will, in each of the cases set out in clause 15.3(b), give the disclosing party reasonable formal written notice (provided that this is not in contravention of Applicable Law) prior to such disclosure to allow the disclosing party a reasonable opportunity to seek a protective order; and use reasonable endeavours to obtain prior to the disclosure written assurance from the applicable entity that it will keep the Confidential Information confidential; and

(d) will take reasonable precautions to protect the confidentiality of such information, at least as stringent as those taken to protect its own Confidential Information.

15.4 In addition, each Party may reveal the other Party’s Confidential Information only to its agents, representatives and employees who have a ‘need to know’ such information in connection with these terms, and are informed of the confidential nature of such Confidential Information and agree to act in accordance with the terms and conditions of this clause 15. Each Party will remain liable for any disclosure of Confidential Information by its agents, representatives and employees as if it had made such disclosure.

15.5 Each Party agrees that this clause 15 will survive any expiration or termination of these terms.

16. PERSONAL DATA

16.1 The Parties acknowledge and agree that they each act as data controllers in relation to the personal data they process in the performance of these terms. Each Party agrees to comply with its respective obligations under applicable Data Protection Legislation.

16.2 The Customer will ensure that any personal data that is transferred to Airwallex is transferred by a method and means that is secure and compliant with Data Protection Legislation.

16.3 The Customer warrants that it has the legal right to disclose all personal data that it does in fact disclose to Airwallex under or in connection with these terms. The Customer acknowledges and agrees that in the event Airwallex processes any personal data on its behalf, the Customer, if required by Applicable Law or applicable Data Protection Legislation, will inform the applicable third parties of any such processing and serving of personal data by Airwallex and will ensure that such third parties have given any required consents.

16.4 The Customer shares personal data with Airwallex and authorises Airwallex to collect, use, store or otherwise process such personal data for the following ‘Agreed Purposes’, to enable Airwallex to:

(a) provide the Services and manage Airwallex’s relationship with the Customer;

(b) comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks; and

(c) comply with these terms and the Privacy Policy.

16.5 The categories of data subjects may include the following where they are a natural person: the Customer, the directors and ultimate beneficial owner(s) of the Customer, the Customer’s customers, employees and contractors, payers and payees. The Customer may share with Airwallex some of all of the following types of personal data regarding data subjects:

(a) full name;

(b) email address;

(c) phone number and other contact information;

(d) date of birth;

(e) nationality;

(f) public information about the data subject;

(g) other relevant verification or due diligence documentation as required under clause 6;

(h) any other data that is necessary or relevant to carry out the Agreed Purposes.

16.6 Neither Party will knowingly perform its obligations under these terms in a way that causes the other Party to breach applicable Data Protection Legislation. Neither Party will be responsible for any consequences resulting from the other Party’s failure to comply with applicable Data Protection Legislation in relation to personal data that it shares.

16.7 Each Party will:

(a) process the personal data fairly and lawfully and ensure it has legitimate grounds under Data Protection Legislation for such processing;

(b) obtain and maintain all appropriate registrations required under Data Protection Legislation to allow it to use the personal data in accordance with these terms;

(c) ensure appropriate technical and organisational security measures are in place to protect personal data under its control;

(d) ensure that all personnel who have access to and/or process the personal data are obliged to keep it confidential;

(e) transfer personal data between jurisdictions only where it has taken appropriate measures to make such a transfer lawful under Data Protection Legislation;

(f) notify the other Party promptly (and in any event within 24 hours) if it receives any request, complaint or other communication from a data subject or a Regulatory Body that is addressed to or intended for the other Party; and

(g) notify the other Party promptly (and in any event within 24 hours) if it becomes aware of a personal data breach that is directly relevant to the other Party.

16.8 Each Party will be responsible for responding to requests from Regulatory Bodies (such as data protection supervisory authorities) or individuals exercising their rights under applicable Data Protection Legislation. Each Party will provide the other with reasonable cooperation and assistance to comply with all obligations imposed on a controller by the Data Protection Legislation and any relevant Applicable Law, including:

(a) dealing with and responding to any communications from data subjects;

(b) dealing with, mitigating and responding to any breach of personal data; and

(c) with respect to security, impact assessments and consultations with supervisory authorities or Regulatory Bodies.

16.9 On termination of these terms, or once processing of any personal data is no longer necessary to carry out the Agreed Purposes, each Party will securely dispose of any such personal data in its possession in conjunction with all relevant retention periods under Applicable Law.

17. LIMITATION OF LIABILITY

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

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

(a) death or personal injury resulting from its negligence;

(b) its own gross negligence (bewuste roekeloosheid) or wilful misconduct (opzet);

(c) fraud or fraudulent misrepresentation; or

(d) all sums properly due and payable under these terms.

17.3 Direct Losses will be recoverable under these terms. However, save as otherwise stated in these terms, neither Party will be liable for any Indirect or Consequential Losses.

17.4 We will not be liable to you for:

(a) any loss outside of our direct control that arises from the negligence, fraud or wilful misconduct or the insolvency of any third party correspondent bank, liquidity provider, or other financial institution who is part of the payment network used to provide the Services;

(b) the non-execution, or defective execution, of a payment if any information you provide in your instructions is incorrect;

(c) errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.

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

17.5 Save as set out in clause 17.6, Airwallex’s total aggregate liability to you for all Actions arising under these terms will not exceed the total amount of Service Fees paid by you to Airwallex during the one (1) year period prior to the date the liability first arose.

17.6 Airwallex’s maximum liability for an FX Conversion, whether arising in contract, tort or otherwise, will in no circumstances exceed an amount equal to the currency sold by Airwallex under that FX Conversion.

17.7 Damages alone may not be an adequate remedy for breach and accordingly either Party will be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach.

17.8 Each Party agrees to use reasonable endeavours to mitigate any loss in respect of which it is indemnified under these terms.

18. INDEMNITY

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

18.2 Customer’s indemnity. You agree to indemnify us against all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by us in connection with or as a result of:

(a) your breach of these terms, failure to comply with Applicable Law, or your use or misuse of our Services;

(b) a third party alleging that our use of the Customer Data as permitted by these terms infringes any Intellectual Property Rights;

(c) any of your Payouts or FX Conversions, including us acting on any of your instructions which we reasonably believe to have been made by you or your Authorised User; or

(d) the closure or cancellation of all or any part of an FX Conversion or Payout before its Settlement Date or Payout Date, including if we have to do so due to you failing to provide funds for the FX Conversion or Payout.

18.3 This clause 18.3 and clauses 18.4 and 18.5 apply in respect of the obligations in this clause 18, clause 14.6 and clause 23. If a Party becomes aware of any claim or proceeding which might lead to a claim under this clause 18, clause 14.6 or clause 23 (each, a ‘Third Party Claim’), the Party will promptly notify the other Party in writing and, subject to the other Party complying at all times with clause 18.4, the first Party will:

(a) allow the other Party to control the defence of such Third Party Claim; and

(b) at the request and expense of the other Party, provide reasonable assistance for the other Party to defend any such Third Party Claim.

18.4 If the other Party assumes the defence of a Third Party Claim, the other Party will:

(a) promptly notify the first Party that it has assumed such defence;

(b) at all times have regard for the interests and reputation of the first Party and comply with all applicable court rules in the defence of such Third Party Claim;

(c) consult and keep the first Party informed, in relation to any negotiations, settlement or litigation; and

(d) not, without the prior written consent of the first Party, enter into any settlement or compromise of the Third Party Claim that involves a remedy other than the payment of money.

18.5 If the other Party does not assume the defence of a Third Party Claim in accordance with clause 18.4 within 14 (fourteen) days of being notified in writing of that Third Party Claim, the first Party, or a Person designated by the first Party, may defend the Third Party Claim in such manner as it may deem appropriate, and the other Party will indemnify the first Party in relation to all costs, claims and liabilities incurred by the first Party in relation to such Third Party Claim.

19. CANCELLATION

19.1 This clause applies to you only if you are a Consumer.

19.2 You may cancel these terms for any reason within 14 days beginning with the day after the day on which these terms are concluded. These terms will terminate at the time you give us notice of cancellation.

19.3 If you cancel these terms in accordance with this clause we will refund any sum paid by or behalf by you under these terms, less any charge for any services we have actually already provided to you upon your request prior to your cancellation.

19.4 If you wish to cancel these terms, you can do so by notifying us in writing by:

(a) emailing us at: [email protected]; or

(b) sending mail to us at: Herengracht 168, 1016 BP Amsterdam, the Netherlands.

20. TERMINATION AND SUSPENSION

20.1 Stopping Services or closing your Wallet. You can stop using any part of the Services, or close your Wallet and stop using all Services and terminate (opzeggen) these terms at any time, by giving us thirty (30) days’ prior written notice. If you terminate your account, you will be offboarded, and your access to the Services will be terminated in full.

20.2 Airwallex’s rights to suspend or terminate. We may terminate (opzeggen) these terms at any time by giving you two months’ prior written notice that we are closing your Wallet and ending the provision of the Services. In addition, we may without notice immediately suspend or terminate (opzeggen of ontbinden) all or any part of these terms or any of the Services, or block any transactions, if:

(a) we suspect criminal activity on your Wallet, that your Wallet is being used fraudulently, or we reasonably believe you have fraudulently requested a refund for an unauthorised transaction;

(b) we reasonably believe you are in breach of Applicable Law;

(c) we are legally required to do so, including by any relevant Regulatory Body;

(d) you have materially broken these terms or gone over any applicable limits or restrictions in the Acceptable Use Policy;

(e) you have given us false or inaccurate information, or we have been unable to verify any information you have provided.

20.3 If you are a Corporate Customer, we may also without notice immediately suspend or terminate (opzeggen of ontbinden) all or part of these terms or any of the Services, or block any transactions, if:

(a) you notify us, or we suspect or identify, any suspected or actual unauthorised transactions;

(b) you have been abusive to anyone at Airwallex;

(c) we have reasonable concerns about the security, or unauthorised use, of the Airwallex Platform, your Wallet or the Global Account;

(d) your Wallet has a negative balance and you haven’t promptly repaid the amount owing to us;

(e) one of our banking partners, or other service provider necessary for us to provide the Services, requires us to do so; or

(f) you do not use your Wallet for 12 months and it becomes inactive. If you have electronic money in your Wallet, you can withdraw these funds within one year after we have closed your Wallet. If you do not withdraw these funds, we will transfer these funds to the SEPA bank account you last notified to us. If we are unable to do so we will maintain your Wallet for a reasonable period and use reasonable endeavours to refund the funds to you during this period. After this period, we will use such funds at our reasonable discretion.

20.4 Where there are exceptional circumstances, such as where you have given us false information or have otherwise acted dishonestly in your dealings with us or you use the Services illegally or fraudulently, or we are otherwise entitled to our required to do so under Applicable Law, we may immediately suspend or terminate (opzeggen of ontbinden) all or part of these terms or any of the Services, or block any transactions.

20.5 We may also block any transaction if your instructions are unclear, incomplete or contain an error.

20.6 We will give you notice of suspension where possible. We will give you notice of any suspension and the reasons for such suspension as soon as we can, either before the suspension is put in place, or immediately after, unless it would compromise our reasonable security measures or otherwise be unlawful. We will lift the suspension as soon as practicable after the reasons for the suspension have ceased to exist.

20.7 Immediate termination. Where you are a Corporate Customer, without affecting any other right or remedy available to it, either Party may terminate (opzeggen of ontbinden) these terms immediately on written notice to the other Party and without liability to the other Party:

(a) if the other Party:

(i) commits a material breach of these terms, and, in the case of a breach capable of remedy, fails to remedy such breach within thirty (30) days after receiving formal written notice to do so; or

(ii) commits a series of breaches of these terms which when taken together have the impact or effect of, or otherwise amount to, a material breach;

(iii) becomes subject to an Insolvency Event;

(b) if the Party reasonably determines that it has become unlawful to perform its obligations under these terms; or

(c) in the event of a Force Majeure Event that has the effect of preventing the other Party from performing any of its obligations under these terms for a period exceeding one (1) month.

20.8 On termination you will need to repay any money you owe us. In the circumstances set out in clauses 20.2, 20.3 or 20.6 we may charge you for any reasonable costs, expenses and losses we incur (including costs due to FX difference or any action we may take to cover or reduce the exposure).

20.9 Withdraw your funds. After you have repaid any money you owe us, if you still have funds in your Wallet at the time these terms or the Services are terminated, you should withdraw those funds either before the Wallet is closed, or within one year following its closure. If you have not withdrawn the funds within one year after your Wallet has been closed, we will transfer any remaining funds to the SEPA bank account you last notified to us. If we are unable to do so, we will maintain your Wallet for a reasonable period and use reasonable endeavours to refund the funds to you during this period. After this period, we will use such funds at our reasonable discretion.

20.10 Effect of termination. On termination of these terms:

(a) you will not be able to use the Airwallex Platform. All rights granted to you under these terms will cease;

(b) you must immediately return or delete copies of any documentation, notes and other materials comprising or regarding the Airwallex Platform;

(c) all of your payment obligations under these terms for Services provided through to the effective date of termination will immediately become due and payable;

(d) each Party will return or delete all Confidential Information of the other Party in its possession within thirty (30) days of the termination of these terms, and will not make or retain any copies of such Confidential Information except as necessary to comply with Applicable Law; and

(e) any provision that expressly or by implication has effect after termination will continue in full force and effect.

20.11 The termination rights set forth in these terms apply in lieu of any termination rights available under Applicable Law.

21. SERVICE PROVIDERS

21.1 You acknowledge and agree that:

(a) we may work with third parties (including any other Group Company of Airwallex) to provide the Services;

(b) if you are not a Consumer, and if you receive information from us regarding, or provided by, such third parties, you will not rely on such information and will not make any claims against us or the third party in relation to such information. If you are not a Consumer, you agree that you bear all risk and responsibility if you choose to rely on such information in contravention of this clause;

(c) if you are a Consumer, and if you receive information from us provided by such third parties, you will not rely on such information and will not make any claims against us in relation to such information, unless we have expressly agreed that we are responsible for the accuracy of such information.

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

21.3 If we use a third party to provide the Services, we will ensure that the third party complies with Data Protection Legislation relating to the processing of personal data pursuant to clause 16 of these terms.

22. REPRESENTATIONS AND WARRANTIES

22.1 Airwallex warranties. We represent and warrant that:

(a) we have the right, power and authority to enter into these terms and to perform all of our obligations under it;

(b) the Services and the Airwallex Platform will be provided in accordance with generally accepted industry standards;

(c) we have used, and will continue to use, reasonable commercial efforts to provide the Services.

22.2 Disclaimer. Except as expressly stated in these terms, all warranties, conditions and terms, whether express or implied by statute, law or otherwise (including any implied warranties of satisfactory quality or fitness for a particular purpose or non-infringement) are excluded to the fullest extent permitted by law. We do not make any commitments about the content or data within the Airwallex Platform, the specific functions of the Airwallex Platform or its accuracy, reliability, availability or ability to meet your needs. We cannot guarantee that the Airwallex Platform will operate uninterrupted or error-free, that it will always be available, that the information it contains is current or up-to-date, that it will be free from bugs or viruses, or never be faulty. Occasionally we may have to interrupt your use of the Airwallex Platform. In such a case we will restore access as quickly as practicable. Nothing in this agreement excludes our liability for death or personal injury or any other liability that cannot be excluded by law caused by an act or omission by us.

This clause 22.2 does not apply to you if you are a Consumer.

22.3 Customer warranties. If you are not a Consumer, you represent and warrant to us that you:

(a) will comply with these terms and all Applicable Law regarding your use of the Services, the Airwallex Platform and Customer Data;

(b) have the right, power and authority to enter into these terms and to perform all of your obligations under it;

(c) have the valid right to grant to us the rights as defined in these terms without violating any Applicable Law or the proprietary rights of any third party;

(d) will provide us with accurate, up-to-date and complete Customer Data at all times, pursuant to clause 6 of these terms;

(e) will pay all sums to us free and clear of any claims, encumbrances or any other interest of any third person;

(f) will use the Services and the Airwallex Platform only for lawful purposes;

(g) are not a Consumer; and

(h) if you are an individual, you are 18 years of age or older.

If you are a Consumer, you represent and warrant to us that you:

(a) will comply with these terms and all Applicable Law regarding your use of the Services and the Airwallex Platform;

(b) have the right, power and authority to enter into these terms and to perform all of your obligations under it;

(c) have the valid right to grant to us the rights as defined in these terms without violating any Applicable Law or the proprietary rights of any third party;

(d) will pay all sums to us free and clear of any claims, encumbrances or any other interest of any third person;

(e) will use the Services and the Airwallex Platform only for lawful purposes; and

(f) are 18 years of age or older.

22.4 Customer conduct. You are solely responsible for any use of the Wallet, Global Account, and other features of the Airwallex Platform, including the content of any data or transmissions you execute through the Platform yourself, or by any Authorised User you permit to access the Platform. You will use all reasonable endeavours to ensure that no unauthorised person will or could access the Wallet, Global Account or other features of the Airwallex Platform. You will not interfere with, disrupt, or cause any damage to other users of the Airwallex Platform or Services.

22.5 You must not misuse the Airwallex Platform. You cannot:

(a) access the Airwallex Platform using a method other than the Airwallex APIs or Webapp, for example you cannot use automated means (including harvesting bots, robots, spiders, or scrapers) without our permission;

(b) do anything that may disrupt, disable, overburden, or damage the Airwallex Platform, such as a denial of service attack; and

(c) cause viruses or other malicious code to interfere with the use of the Airwallex Platform.

23. ANTI-BRIBERY

23.1 Each Party will (and will ensure that any person it uses for the performance of its obligations under or in connection with these terms, including, employees, agents, consultants and subcontractors will):

(a) comply with all national and international Applicable Law relating to sanctions, bribery and corruption including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act and the Dutch Applicable law, including, the Dutch Money Laundering and Terrorist Financing (Prevention) Act (Wet ter voorkoming van witwassen en financieren van terrorisme), Sanctions Law 1977 (Sanctiewet 1977) and the Dutch Criminal Code (Wetboek van Strafrecht) and any laws and rules based on the OECD treaty (‘ABC Legislation’);

(b) not do or omit to do anything likely to cause the other Party to be in breach of any such ABC Legislation;

(c) not give or receive any bribes, including in relation to any public official;

(d) maintain throughout the term a programme designed to ensure compliance with ABC Legislation, including an education and training programme and measures reasonably calculated to prevent and detect violations of ABC Legislation;

(e) if requested, and at the other Party’s reasonable cost, provide the other Party with sufficient reasonable assistance to enable the other Party to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation; and

(f) promptly notify the other Party of any allegation of sanctions violation, fraud, bribery or corrupt or unlawful practices made against it in court, arbitration or administrative proceedings, or any investigation commenced in respect of the same.

23.2 If you are not a Consumer, each Party will indemnify the other Party against all liabilities, losses, and expenses which they have suffered as a result of a breach of this clause 23 by the Party.

24. MARKET DISRUPTION, ERRORS & FORCE MAJEURE

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

(a) promptly notify the other Party of any circumstances which may result in failure to perform its obligations; and

(b) use reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.

24.2 Market Disruption. If in our reasonable opinion a Market Disruption occurs after we have provided you with an FX Exchange Rate, in relation to all or certain currency pairs affected by the Market Disruption, until we reasonably determine the period of Market Disruption has ended we may revise any FX Exchange Rate, or any rate or margin component of any FX Exchange Rate, with immediate effect.

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

24.4 This clause 24 does not limit or otherwise affect your obligation to pay any fees or other charges or amounts due under these terms.

25. GENERAL

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

25.2 Complaints. Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. The FAQ section of our website provides details of how to submit a complaint. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. We will aim to respond to your complaint within fifteen business days after the date it is received. In exceptional circumstances, it may take up to thirty-five business days. If you are not satisfied with the decision in our final response, you may be able to refer your complaint to The Financial Services Complaints Tribunal (Klachteninstituut Financiële Dienstverlening, KIFID). The eligibility criteria and the procedures involved are available from KIFID Den Haag Postbus 93257 2509 The Hague, The Netherlands and on their website at: https://www.kifid.nl/. Alternatively, you may be able to submit your complaint via the European Commission’s Online Dispute Resolution platform, which can be found at http://ec.europa.eu/consumers/odr/.

25.3 Notices. All notices, demands and other communications provided for or permitted under these terms will be made in writing to the Parties at their registered addresses (or if you are a Consumer at the address you provided to us in accordance with clause 2.3 above) and will be sent by:

(a) registered or certified first-class mail, return receipt requested;

(b) email;

(c) courier or overnight service or personal delivery,

and will be deemed received upon delivery, or, in the case of email, upon receipt of a delivery receipt.

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

25.5 Assignment. You cannot assign these terms, in whole or in part, without our prior written consent. This provision has proprietary effect (goederenrechtelijk effect). Any attempt to do so will be void and also constitute a material breach of these terms. We may assign these terms, in whole or in part, or subcontract our obligations under it, without your consent. If you are a Consumer, we will ensure that such assignment does not prejudice your rights under these terms in any way.

25.6 Waiver. No failure or delay by a Party to exercise any right or remedy provided under these terms or by law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.

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

25.8 Non-Solicitation. Neither Party will (except with the prior written consent of the other Party) during the term of these terms and for a period of one (1) year after termination solicit the services of any staff of the other Party who have been engaged in the performance or management of the other Party’s obligations under these terms other than by means of a public recruitment campaign not specifically targeted at any staff of the other Party.

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

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

25.11 Order of payments. We may determine the order of transactions we process with respect to your account, subject to any requirements at law. For example, if you have given us one or more payment instructions without a sufficient balance in the Wallet, we may use any funds we subsequently receive for the purposes of one or more of those payment instructions at our discretion, unless we accept instructions from you otherwise.

25.12 Other languages. These terms are made in the English language. They may be translated into other languages for convenience only and in such cases the English language version will apply.

25.13 Governing law. These terms will be governed by and construed in accordance with the laws of the Netherlands. Each Party irrevocably submits to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands, over any dispute, controversy or claim (including non-contractual claims) arising under or in connection with these terms.

26. DEFINITIONS & INTERPRETATION

26.1 In these terms, the following definitions apply:

Actions means any action, claim, demand or proceeding, in respect of any loss, damage, costs, fines, expenses and other liabilities of whatever nature (whether foreseeable or contingent and whether relating to a third-party claim), including in relation to any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or other head of claim and however suffered, incurred or sustained.

Additional Cardholder has the meaning given in the Card Supplement.

Additional Terms means any additional terms of use applicable to the use of our Services found on our website www.airwallex.com including, but not limited to, any specific terms applicable to the use of a Service in a particular region.

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

Airwallex Platform or Platform means the proprietary technology and associated products (including but not limited to those found on the Webapp and through an Airwallex API) devised by Airwallex to provide customers with Services including access to the Wallet and Global Account.

Airwallex Profile means the electronic information profile that records your business details and that is used to log into and use the Airwallex Platform.

API Documentation means the documentation and guidelines applicable to the Airwallex APIs found on our website www.airwallex.com.

Applicable Law means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant Regulatory Body applicable to the activities undertaken or procured by the Parties under these terms, as interpreted by taking into account any code of practice or guidance issued by any Regulatory Body with which reputable financial institutions in the Netherlands are required or accustomed to comply.

Base Currency means Euro.

Business Day means any day (other than a Saturday, Sunday or public holiday in the Netherlands) when banks are open for business in Amsterdam.

Cancellation Confirmation means Airwallex’s confirmation of the Customer’s instructions to Airwallex to cancel a FX Conversion in accordance with Clause 11.17;

Cancellation Delta has the meaning given in Clause 11.17;

Cancellation Request means the Customer’s request to cancel a FX Conversion made in accordance with Clause 11.17;

Card means the ‘Visa Commercial Card’ or similarly named payment instrument issued by Airwallex to you or any of your Additional Cardholders which can be used as a means of making Payment using the balance of your Wallet on the terms set out in these terms and the Card Supplement. The Card may be issued as a physical card or virtual card.

Card Supplement means the ‘Visa Card Supplement’.

Collection Services means the services provided by Airwallex to you under these terms relating to the collection of funds in a Supported Currency via a Global Account.

Confidential Information means and includes all confidential information, whether verbal or written: (i) concerning the business and affairs of a Party, that a Party obtains or receives from the other Party; or (ii) which arises out of the performance of any obligations under these terms. Confidential Information does not include information which is: (a) known by the receiving party without restriction in relation to disclosure prior to receipt from the disclosing party; (b) received from a third party who lawfully acquired it and who was under no obligation restricting its disclosure; (c) approved in writing for release from these terms by the disclosing party; (d) available in the public domain other than by breach of these terms; or (e) independently developed without access to any Confidential Information disclosed by the disclosing party.

Confirmation means Airwallex’s response and confirmation to your instructions to us for an FX Conversion, a Payout, or both.

Consumer means an individual who, in contracts for payment services to which the Title 7b of Section 7 DCC applies, is acting for purposes other than a trade, business or profession.

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

Data Protection Legislation means applicable privacy and data protection laws including the General Data Protection Regulation (EU) 2016/679) (Algemene verordening gegevensbescherming)and any applicable national implementing laws, regulations and secondary legislation in the Netherlands relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Dutch GDPR implementation act (Uitvoeringswet Algemene verordening gegevensbescherming). The terms personal data, data subject, data controller, processor, process and processing will have the meaning set out in the Data Protection Legislation.

DCC means Dutch Civil Code (Burgerlijk Wetboek).

Direct Losses means, in respect of any breach, those losses that the breaching Party knew, or a reasonable person in the breaching Party’s position ought reasonably to have known, either: (i) at the time of entering into these terms; or (ii) at the time of the breach, were reasonably probable to result from the breach. For the avoidance of doubt, the following will not be Direct Losses: loss of goodwill, business, profit, operation time, reputation or opportunity; or corruption or loss of data or information; or loss of income or anticipated savings, business interruption, or damage or loss as a result of claims from your customers or suppliers, even if the breaching Party was aware or ought reasonably to have been aware of the possibility that such loss or damage could occur.Force Majeure Event means an event beyond a Party's reasonable control including: strikes, lock-outs, labour troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that Party); interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; the imposition of a sanction, embargo or breaking off of diplomatic relations; or any change in Applicable Law and any other event that qualifies as force majeure (overmacht) under Dutch law.

Fees Schedule has the meaning given in clause 13.1

Forward Contract means any one or more FX Conversions performed in connection with a Payout, which is physically settled.

FSA means Dutch Financial Supervision Act (Wet op het financieel toezicht).

FX Base Rate means the currency exchange base rate we have specified for an FX Conversion and Settlement Date having regard to the Customer Margin, costs provided by our foreign exchange rate service providers, the interbank exchange rates and relevant market conditions.

FX Conversion refers to an Agreement between the Parties in which one currency is sold or bought against another currency at an agreed exchange rate through the Airwallex Platform.

FX Conversion Services means the services provided by Airwallex under these terms relating to FX Conversion.

FX Delta means any delta between the FX Exchange Rate for the original transaction and the FX Exchange Rate applicable to a reversed transaction refunded to the Customer.

FX Exchange Rate means the FX Base Rate plus any other margin that may be applicable to you, including the Customer Margin.

Foundation means Airwallex Netherlands Stichting, a foundation established in accordance with Dutch law with its corporate seat in Amsterdam Herengracht 168, 1016 BP Amsterdam, registered at the chamber of commerce under registration number 78540917, established for the sole purpose of safeguarding third party funds in accordance with Applicable Law

Global Account means the collection account created by Airwallex for your use to receive funds in the Supported Currency for the location in which the Global Account is created.

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

Indirect or Consequential Losses means those losses that are not Direct Losses, including loss of goodwill, business, profit, operation time, reputation or opportunity; or corruption or loss of data or information; or loss of income or anticipated savings, business interruption, or damage or loss as a result of claims from your customers or suppliers, even if the breaching Party was aware or ought reasonably to have been aware of the possibility that such loss or damage could occur.

Insolvency Event means: (i) any procedure commenced with a view to the winding-up or re-organisation of a Party, the preparation of a plan (akkoord) in relation to section 370(2) of the Dutch Bankruptcy Code or the suspension of payments (surseance van betaling); (ii) any step taken or any procedure is commenced with a view to the appointment of a restructuring expert (herstructureringsdeskundige), administrator, receiver, administrative receiver or trustee in bankruptcy in relation to such Party or all or substantially all of its assets; (iii) the holder of any security over all or substantially all of the assets of such Party takes any step to enforce that security; (iv) all or substantially all of the assets of such Party is subject to attachment, sequestration, execution or any similar process; (v) such Party is unable to pay its debts as they fall due; (vi) such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards entering into a composition or arrangement with its creditors or any class of them, including a company voluntary arrangement or a deed of arrangement; or (vii) such Party enters into, or any step is taken, whether by the board of directors of such Party or otherwise, towards any analogous procedure under the laws of any jurisdiction to the procedures set out in (i) to (vi) above, and in each case other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party.

Intellectual Property Rights means: (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know-how and other technical information.

Linked Account means an account at a third party financial institution acceptable to us that we enable you to link to your Wallet in connection with the Services we provide to you.

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

Payout means a payment to be made by the Customer to a payee through the Airwallex Platform.

Payout Date means the date nominated by you in your instructions to us, for the Payment to be transferred from Airwallex to the payee. The Payout Date for any transfer must be a Business Day in both countries (i.e. the countries where the Parties are located to transact business).

Payout Services means the services provided by Airwallex to you under these terms relating to the payment of funds in a Supported Currency to a payee via the Wallet.

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

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

Regulatory Body means any person or regulatory body concerned with the creation, enforcement or supervision of, or compliance with Applicable Law, including the Authority for the Financial Markets (Autoriteit Financiële Markten), DNB and any regulatory body which replaces it.

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

Services means the services offered by Airwallex to the Customer under these terms, including Collection Services, FX Conversion Services and Payout Services provided through the Airwallex Platform.

Service Fees the Subscription Fees and any other fees applicable to the use of the Services

Settlement means, in the context of FX Conversions, the time when the buy amount is credited to your Global Account (Payout & FX), and in the context of Payouts, the time when the Payout amount is debited from your Global Account (Payout & FX).

Settlement Cut-Off means the time and date where payment of any monies in cleared funds under these terms is due to Airwallex.

Settlement Date means the date that bought funds in an FX Conversion or Payout are available to the Customer in cleared funds. Settlement Date for any currency pair the Parties elect to transact in must be a Business Day in both countries (i.e. the countries where the Parties are located to transact business).

Subscription Fee has the meaning given in clause 13.2

Subscription Plan has the meaning given in clause 13.2.

Supported Currency means, in respect of each feature of a Service, each currency approved by Airwallex from time to time that can be collected, exchanged and/or paid out using that feature through the Airwallex Platform.

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

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

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

26.2 Unless the context otherwise requires:

(a) use of the singular includes the plural and vice versa;

(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

(c) any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms.

26.3 References to the Parties will include any successors, permitted assignees or transferees where permitted by these terms. The word ‘person’ will be deemed to include a body corporate, partnership or unincorporated association. References to any Party indemnifying any person against any costs, claims or liabilities include indemnifying against any and all liabilities, losses and expenses, as well as (to the fullest extent, but only if permitted by Applicable Law) any civil or criminal fines imposed by any relevant Regulatory Body and any reasonably incurred legal fees, costs and expenses.

Region Specific Terms

Indonesia Region Specific Terms

The Customer agrees to certain activities in specified regions which will be subject to additional requirements as set out below.

Region	If you perform the following activities:	Then the following will apply to you:
Indonesia	When you transfer or receive Indonesian Rupiah from Indonesia When you convert Indonesian Rupiah from Indonesia to other supported currencies	Indonesia Specific Terms

1. SCOPE

1.1. Overview

These are the Specific Terms applicable to certain activities with respect to Indonesia (Specific Terms).

1.2. Scope of Specific Terms

In connection with the Customer Agreement, the Customer wishes to receive and make payments using Indonesia Rupiah, and the Customer agrees to be bound by these Specific Terms, which are incorporated as part of the Customer Agreement by reference.

1.3. Continued force and effect of the Customer Agreement

Except as specifically set out in these Specific Terms, the Customer Agreement remains unmodified and in full force and effect.

2. DEFINITIONS AND INTERPRETATION

2.1. Definitions

In these Specific Terms, capitalised words and expressions used have the meanings set out in the Customer Agreement unless otherwise defined in the body of these Specific Terms or the contrary intention appears.

Customer Agreement means Airwallex’s Payout and FX Terms, accessible here: https://www.airwallex.com/eu/nl/terms#payout-and-fx

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

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

Non-Resident means persons resident outside Indonesia.

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

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

2.2. Conflict of terms

If there is any inconsistency or conflict between these Specific Terms and the terms of the Customer Agreement, these Specific Terms take precedence to the extent of the inconsistency or conflict.

3. SERVICES

3.1. Limited Agent

The Customer appoints Airwallex (Netherlands) B.V. (Airwallex), and Airwallex accepts such appointment, as the Customer’s limited agent for the sole purpose of:

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

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

3.2. Collection

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

i. For Collection, the Customer agrees that upon Airwallex receiving payment from a Third-Party Payer:

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

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

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

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

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

3.3. FX Conversion

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

3.4. Entirety of obligations

This clause 3 sets out the entirety of Airwallex’s obligations as the Customer’s limited agent for the Services, and no other obligations shall be implied by Airwallex’s undertaking to act in that limited capacity as the Customer’s agent.

4. INFORMATION OBLIGATIONS

The Customer acknowledges and agrees that:

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

i. the Required Transaction Data; and

ii. any other information, documents and other evidence as reasonably requested by Airwallex in order to comply with those requirements and Airwallex policies with respect to those requirements,

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

b) if the Required Information is not provided in form and substance satisfactory to Airwallex within the specified timeframe, Airwallex may immediately reject the Collection and return the relevant funds (or any Excess Proportion) to the sender or refuse to remit the funds (as the case may be). If the relevant funds (or any such Excess Proportion) cannot be returned, Airwallex will pay the funds to a suspense account and pay the funds to the sender or Customer in accordance with applicable law;

c) until the Required Information is provided, the Indonesia Rupiah received with respect to a Collection will not show as available in the IDR account and the Customer will not have access to such funds;

d) If Airwallex has not received conversion and remittance instructions from the Customer, but has received the Required Information in form and substance satisfactory to Airwallex, Airwallex may in its absolute discretion (i) auto-convert the funds received with respect to a Collection to another Supported Currency (as reasonably determined by Airwallex, at the then prevailing foreign exchange rate) and show the converted funds as available in the relevant account (Auto-Conversion and Auto-Remittance); or (ii) reject the Collection and return the relevant funds (or any such Excess Proportion) to the sender;

e) Auto-Conversion and Auto-Remittance will occur within 2 hours of Airwallex’s receipt of both the funds and the Required Information, and that Airwallex accepts no liability for any loss or damage incurred by the Customer or any Third-Party Payer (as the case may be) in respect of such Auto-Conversion and Auto-Remittance;

f) any funds received by Airwallex for Collections will only be used by Airwallex for that purpose, Auto-Conversion and Auto-Remittance, or will otherwise be rejected and returned to the sender;

g) any funds received by Airwallex for remittance will only be used by Airwallex for that purpose, Auto-Conversion and Auto-Remittance, or will otherwise be rejected and returned to the sender; and

h) nothing in these Specific Terms limit the Customer’s other obligations with respect to information or payment obligations in the Customer Agreement or other terms and conditions agreed with Airwallex.

5. GENERAL

5.1. Indemnity

In addition to any indemnities provided by the Customer in the Customer Agreement, the Customer indemnifies Airwallex on demand against all losses, damages, costs (including reasonable legal fees) and expenses incurred or suffered by Airwallex or its affiliates in connection with or as a result of the Customer’s breach of these Specific Terms.

5.2. Delegation

To the maximum extent permitted by applicable law, Airwallex may delegate any or all of its obligations under these Specific Terms or the Customer Agreement to any of its affiliates and may execute any such obligations through its affiliates (as its agents or attorneys-in-fact).

5.3. Third party service providers

The Customer acknowledges that Airwallex may (i) use third-party services providers to provide and improve the Services, and to comply with any regulations in accordance with the laws or regulations of countries in which Airwallex operates, and (ii) engage such third-party services provider at its own discretion. It is Airwallex’s responsibility to execute the Services if such a third party is involved.

5.4. Governing law

These Specific Terms shall be governed by the same laws that govern the Customer Agreement as agreed between the parties and the parties submit to the same non-exclusive jurisdiction of the courts as agreed between them in the Customer Agreement.

Payments Terms

For all new customers these updated Payment Terms take effect immediately. For all existing customers, these updated Payment Terms will take effect on 23 December, 2024 or earlier if agreed by you. To access the current version of the Payment Terms, please click here.

*Formerly Online Payments Terms*

1. THESE TERMS

1.1 These Payments Terms (these ‘Terms’) constitute a legal agreement which governs the provision of the Services by Airwallex (Netherlands) B.V. (‘Airwallex’, ‘us’, or ‘we’) to the entity or person identified in the Master Services Agreement (‘you’, ‘your’, or “Merchant”). Airwallex and Merchant are each a ‘Party’ and together the ‘Parties’.

1.2 If you receive Services from any additional party, we will provide you with details of those additional parties, each of which shall be deemed to be a party to these Terms.

1.3 You must not access or use the Services unless you agree to abide by all of the terms and conditions in these Terms including any Additional Terms.  You must agree to the Treasury Management Terms prior to us being obliged to provide you with the Services under these Terms.

1.4 You agree that the Local Payment Method Terms will apply in relation to any Local Payment Methods in respect of which we allow you to use the Services.

1.5 The Parties agree that the Master Services Agreement (if applicable), the Schedules to these Terms, any Additional Terms and other terms referenced in these Terms are incorporated into and form part of these Terms, in each case, as may be amended, varied, supplemented, modified or novated from time to time.

1.6 Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with these Terms:

(a) Acceptable Use Policy;

(b) Cookie Policy and Privacy Policy; and

(c) Product Documentation.

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

1.7 Capitalised terms that are not otherwise defined in these Terms have the meanings given in Schedule 1 (Definitions).

1.8 These Terms shall take effect from the Commencement Date unless and until terminated (opzeggen of ontbinden) by either Party in accordance with Clause 17 or termination of the Master Services Agreement.

1.9 During the term of these Terms, we will provide a copy of these Terms to you upon request.

1.10 You may access the Airwallex Platform through Airwallex APIs as well as the Webapp. However, in order to use our Services, you must first be approved by us. You will need to comply with our Product Documentation and reasonable directions regarding the integration and use of the Airwallex APIs.

2. PAYMENT SERVICES REGULATIONS

2.1 These Terms apply to merchants of any size.  However, to the fullest extent permitted by Applicable Law and subject to Clause 2.2, the Merchant:

(a) agrees that articles 7:516, 517, 518, 530(4) of the Dutch Civil Code (‘DCC’) (information requirements for payment services) and to the fullest extent possible, Dutch law transposing provisions in Article 38(1) (notification of use of limited network exclusion) of the Payment Services Regulations 2017/752 (PSR), including all regulations in Part 6 of the PSR shall not apply to these Terms;

(b) agrees that the following articles of the DCC: 7:519 and 520(1) (charges), 7:522(3) (withdrawal of consent), 7:527 (evidence on authentication and execution), 7:529 (payer or payee’s liability for unauthorised transactions), 7:530 (refunds for direct debits), 7:531 (requests for direct debit refunds), 7:534 (revocation of a payment order), 7:543 (defective execution of payer-initiated transactions), 7:544 (defective execution of payee-initiated transactions) and 7:545 (liability for charges and interest) shall not apply to these Terms; and

(c) agrees that for the purposes of article 5:526(1) DCC (notification of unauthorised or incorrectly executed payment transactions), the time period for notifying Airwallex of any unauthorised or incorrectly executed payment transaction is 3 months.

2.2 You warrant and represent that you are a Corporate Customer and hereby acknowledge and agree that you may not continue to use the Services if you cease to be a Corporate Customer at any time.

2.3 You may appoint an ‘Authorised User’ (for example, any of your directors, officers, employees or professional advisors) to access information about the Services under these Terms. You must set up each Authorised User with a User Profile and promptly provide us with the following details of any of your proposed Authorised Users: full name, address and billing address, phone and email address of, and any other contact or identification information of the Authorised User that we may reasonably require. You must inform us promptly if any detail previously provided about an Authorised User changes or is incorrect. You will ensure that your Authorised Users comply with these Terms and in respect of your obligations and liabilities under these Terms and for such purposes any references to ‘you’ shall (where the context requires) be read as including your Authorised Users.

2.4 You may set up your Authorised Users to have different levels of authority by following the relevant prompts on the Airwallex Platform.

2.5 You agree that:

(a) your Authorised Users have the authority to provide instructions to us for the provision of Services on your behalf;

(b) we may rely on instructions given by the Authorised User, and you will be bound by the actions of your Authorised Users, until you provide us with written notice withdrawing or otherwise varying the authority of an Authorised User;

(c) we may refuse access to your Authorised User(s) if we are concerned about unauthorised or fraudulent access; and

(d) you will promptly report to us any infringements or unauthorised access to the Airwallex Platform, including through the Webapp or Airwallex APIs.

3. DUE DILIGENCE INFORMATION

3.1 You shall provide Airwallex with the following information (the ‘Due Diligence Information’) in the form specified by Airwallex:

(a) if applicable, copies of your constitutional documents;

(b) description of your basic business operations;

(c) your enterprise email address;

(d) information on your legal and beneficial owners (if applicable);

(e) business names (both your legal and trading names);

(f) URL of your online sites;

(g) your shipping address;

(h) financial statements and information relating to your financial standing; and

(i) any other information we may reasonably request.

3.2 You shall provide Airwallex with any other relevant information upon Airwallex’s reasonable request from time to time (including, but not limited, to when Airwallex carries out annual or such other periodic reviews of your business and account with Airwallex).

3.3 You agree that Airwallex may provide the Due Diligence Information to the Network or its Affiliates for the purpose of conducting due diligence review or complying with Network Rules.

3.4 You shall notify Airwallex of any changes to the Due Diligence Information in a timely manner as soon as reasonably practicable following such change. Upon the occurrence of such change, we may in our reasonable discretion decide whether to terminate (opzeggen of ontbinden) the Services and these Terms immediately.

3.5 We will check the Due Diligence Information and decide if we will provide or continue to provide you with the Services.

3.6 We will monitor, assess and audit the Transactions and your business from time to time. We may opt to utilise a properly qualified third party to conduct such monitoring, assessment or audit.

3.7 If the outcome of the monitoring, assessment and/or audit is in our opinion unacceptable, we have the right to terminate (opzeggen of ontbinden) the Terms in accordance with Clause 17.

3.8 You shall attend to, reasonably cooperate and participate in such monitoring, assessment, audits and/or random internet site visits as may reasonably be requested by us.

3.9 The Parties agree that failure to comply with Clauses 3.1, 3.2, 3.3, 3.4 and 3.8 will be a material breach of these Terms by Merchant.

4. SERVICES

4.1. Under these Terms, Airwallex shall provide you with the following services (each a ‘Service and ’together the ‘Services’):

(a) the ‘Payment Processing Service’ being:

(i) acquiring services where Airwallex acts as the Acquirer;

(ii) indirect acquiring services where Airwallex collects funds for you from third-party Acquirers; or

(iii) Gateway Services,

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

(b) any ‘Additional Services’ being the Fraud Control Service, currency conversion in accordance with Clause 13, or any other additional services that we have agreed to provide to you under these Terms.

4.2. Subject to Clauses 4.3 and 4.4, you may use the Services from the Commencement Date.

4.3. You hereby acknowledge and agree on an on-going basis that you may not use the Services unless and until you have provided all the information we request from you in accordance with Clause 3.1 and 3.2. You agree that, where we make a request for information in accordance with Clause 3.2 you will cease to use the Services until you have provided the requested information to us and we have confirmed in writing that you may use the Services again.

4.4. You hereby acknowledge and agree that you must only use the Services in accordance with the Acceptable Use Policy issued by us from time to time applicable to the Netherlands or other applicable regions (which is available on our website at www.airwallex.com) and that you may not use the Services in respect of Prohibited Transactions.

4.5. You hereby acknowledge and agree that you must immediately cease using the Services if we notify that, acting reasonably, we determine that you have breached the Acceptable Use Policy. We may terminate (opzeggen of ontbinden) these Terms or any Services with immediate effect pursuant to clause 17.5 if you have violated the Acceptable User Policy.

4.6. You hereby acknowledge and agree that your Transaction may not be processed if it exceeds your Transaction Limit. Unless we otherwise agree in writing with you, you acknowledge that we may set your Transaction Limit and change it based on our internal policies and procedures and/or Network Rules from time to time.

4.7. We may require you to enter into an Acquiring Agreement with us and an Acquirer or take other actions before you may access the Services again if your aggregate transaction volume exceeds the limits set by the Network Rules or our internal policies.

4.8. You hereby acknowledge and agree that we are not obliged to provide any Service or continue to provide any Service if we reasonably believe this would result in a failure to comply with any Applicable Law, Sanctions Law or the Network Rules.

5. FEES

5.1. Airwallex shall provide you with the Services in accordance with Applicable Law and the Network Rules in return for the Service Fees.

5.2. The Parties agree that the Services Fees are immediately payable by you upon receipt of the relevant Service.

5.3. Unless stated otherwise, all Service Fees, charges and other payments to be made by you under these Terms are exclusive of VAT and any other Applicable Taxes under any Applicable Law or governmental decree, for which you shall also be liable. Any Tax payable in respect of the Services provided or payments made under these Terms (other than Tax payable on our net income, profits or gains) will be payable by you.

5.4. We will normally settle funds after netting and deducting any amounts owed by you to us. However, if there are still any amounts owed by you to us after such netting and deduction, while all sums are due immediately, they will be payable in accordance with the terms of any invoice issued by us to you.

5.5. We may from time to time vary the Service Fees and/or introduce new charges in addition to the Service Fees, in accordance with Clause 21. In addition, you agree that where the Payment Method Providers, Acquirers or the Networks respectively increase their fees or charges (including any interchange fees and/or network fees), these fees or charges will be automatically added to the Services Fees payable by you to us without prior notice. 

6. SETTLEMENT

6.1. After we have value dated a Transaction, subject to Clauses 6.4 to 6.10, Airwallex will instruct payment of the Net Settlement Amount to Merchant on the later of the following:

(a) typically within one or two business days following receipt of cleared funds from the Acquirer or Payment Method Provider. The Acquirer or Payment Method Provider normally settles to us within one business day (or any longer period the Acquirer or Payment Method Provider may take) following receipt of cleared funds from the Network or Local Payment Network. If there is a non-settlement date in any particular settlement currency, associated with the designated settlement currency, no settlement will take place on the non-settlement date in that particular currency);

(b) at the expiry of the interval/period as reasonably determined by Airwallex or as otherwise agreed between the parties in writing;

(c) the expiry of any period of deferment pursuant to Clause 6.5 in respect of the relevant Transactions.

6.2. We shall make the Settlement Payment to the Merchant by:

(a) crediting the Net Settlement Amount to a Global Account; or

(b) where agreed in writing with you, initiating a bank transfer of the Net Settlement Amount to the Merchant Bank Account;

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

6.3. We may deduct the Permissible Deductions from the Aggregate Payment Amount. The Parties agree that the Net Settlement Amount shall therefore be an amount equal to the Aggregate Payment Amount after any Permissible Deductions.

6.4. The Permissible Deductions referred to in Clause 6.3 are:

(a) Service Fees;

(b) Refunds;

(c) Refund Fees;

(d) Chargebacks;

(e) Chargeback Fees;

(f) Chargeback Costs;

(g) Assessments;

(h) additional Reserve amounts;

(i) Claims

(j) Local Payment Method Claims;

(k) VAT incurred; and

(l) any other charges or amounts due and payable from you to us or Affiliates under these Terms or otherwise.

6.5. In addition to our rights under Clauses 6.3 and 6.4, we may defer all or part of your Settlement Payment(s):

(a) where we reasonably believe that a Transaction (including activity which would otherwise have constituted a Transaction) may be fraudulent or otherwise involves criminal activity, until the satisfactory completion of our investigation and/or that of any Regulator, Network, Local Payment Network, Acquirer or Payment Method Provider or any other third party; or

(b) without limit in amount or time, if we become aware or reasonably believe that you are in breach of or likely to be in breach of your obligations under these Terms.

6.6. Airwallex shall make available for download each day by Merchant a list of all the recorded Transactions during the immediately preceding day for which Payments have been received (the “Transaction List”). The Transaction List shall set out our determination of the Aggregate Payment Amount and the Net Settlement Amount and in the absence of manifest error or valid dispute by the Merchant shall be final and binding on Merchant in relation to such amounts.

6.7. We may suspend the processing of all or any Transactions, Refunds, Chargebacks or Claims where we have the ability or are obligated to do so and where we reasonably believe that a Transaction, Refund, Chargeback or Claim (including activity which would otherwise have constituted a Transaction, Refund, Chargeback or Claim) may be fraudulent or involves any criminal activity, until the satisfactory completion of our investigation and/or that of any Regulator, Network, Local Payment Network, Acquirer or Payment Method Provider, or any other third party.

6.8. In the event that we exercise our rights under this Clause 6, we shall notify you of any such action and the reasons for it, unless we are prohibited from doing so under Applicable Law. Subject to reasonable security measures and Applicable Law, we will notify you before any suspension of processing under clause 6.7, if we are able to do so, or otherwise immediately after such suspension.

6.9. Settlement Payments shall be paid in the Settlement Currency unless agreed otherwise in writing by you and us from time to time. Where we apply a currency conversion, we shall use our prevailing exchange rate of the day determined by us or such other rate as we may agree in writing.

6.10. In addition to the foregoing, we may, in our sole discretion, impose a Reserve on all or a portion of your Settlement Payment. If we impose a Reserve, we will provide you with a notice specifying the terms of the Reserve. The terms of this notice may require:

(a) that a certain percentage of your Settlement Payment is held for a certain period of time;

(b) that a fixed amount of your Settlement Payment is withheld and shall not be paid to you in accordance with Clause 6.2 of these Terms; or

(c) such other restrictions that we determine are necessary to protect against the risk to us associated with our business relationship.

            We may impose a Reserve immediately and provide you with the notice after we have imposed the Reserve in circumstances where we reasonably determine such as to mitigate our financial exposure.  We may change the terms of the Reserve at any time by providing you with notice of the new terms.

6.11. Settlement Payments subject to a Reserve are not immediately available for payment to your Merchant Bank Account or Global Account (as applicable) for making Refunds. Other restrictions described in Clause 6.10(c) above may include:

(a) limiting Settlement Payments immediately available to you;

(b) changing the speed or method of making Settlement Payments to you;

(c) setting off any amounts owed by you against your Settlement Payments and/or requiring that you, or a person associated with you, enter into other forms of security arrangements with us (for example, by providing a guarantee or requiring you to deposit funds with us as security for your obligations to us or third parties).

6.12. We may hold a Reserve as long as we deem necessary, in our sole and absolute discretion, to mitigate any risks related to your Transactions. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve. In addition, we may require you to keep your Merchant Bank Account or Global Account or other accounts with Airwallex available for any open settlements, Chargebacks and other adjustments.    

6.13. To secure your performance of these Terms and to comply with Network Rules, you grant to Airwallex a security interest (in the form of a charge) to any Settlement Payments held in Reserve which may be increased as necessary to adapted risk exposure. Airwallex has information rights regarding your financial situation in relation hereto.

7. YOUR OBLIGATIONS

7.1. You shall at all times comply with:

(a) the provisions of these Terms;

(b) the Network Rules;

(c) Product Documentation;

(d) applicable guidelines of the Acquirer;

(e) Applicable Law; and

(f) Sanctions Law.

7.2. You acknowledge and agree that you (and your agents, sub-contractors or any third parties used by you) shall abide by any data security standards of the Payment Card Industry Security Standards Council (or any replacement body notified to you by us) and the Networks, Local Payment Networks, Acquirers and Payment Method Providers including the PCI SSC Standards.

7.3. You shall:

(a) only accept Payments from and/or make Refunds to Buyers in connection with goods and/or services which you have sold and supplied as principal to those Buyers, and only pay such Refunds to the Buyer using the Payment Method used by the Buyer for the original Transaction;

(b) only accept Payments and/or make Refunds in respect of goods and/or services the sale and supply of which commonly falls within your business as identified to us. You acknowledge that we may amend the MID assigned to you as required;

(c) notify us in writing before you make any change to the nature of the goods and/or services the sale and supply of which fall within your business as identified to us;

(d) only accept Payments and submit Transaction Data to us in respect of Transactions which a Buyer has authorised in accordance with Applicable Law, the Network Rules and any other information or instructions provided or made available by us to you from time to time, and shall not knowingly submit any Transaction Data to us in respect of Transactions that is illegal or that you should have known was illegal; if a Network declines a Transaction you must promptly inform the Buyer thereof;

(e) ensure that you prominently and unequivocally inform Buyers of your identity at all points of interaction with a Buyer (including prominently displaying your company name and any trading name on any website through which you conduct Transactions), so that the Buyer can readily identify you as the counterparty to the relevant Transaction;

(f) only submit Transaction Data to us directly from your own staff or systems, or via a third party product which has been approved by us in advance in writing;

(g) provide Buyers with details of your goods and services, terms and conditions and complaints procedure, refunds policies and customer service contact point which shall be accessible by e-mail and/or telephone in the local language;

(h) have a proper data protection policy and obtain consents or permissions from Buyers or other users for the sharing and processing of any relevant data with any of us, Networks,  Local Payment Networks, Acquirers, Payment Method Providers and Regulators in accordance with Applicable Laws;

(i) refrain from doing anything which we reasonably believe to be disreputable or capable of damaging the reputation or goodwill of us, our Affiliates, Networks,  Local Payment Networks, Acquirers or Payment Method Providers, including, but not limited to, ensuring that your website and/or bricks and mortar establishment does not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to any individuals;

(j) indicate your acceptance of the Card and display a Network’s Mark according to such Network’s guidelines. You must not (i) engage in activities that harm a Network’s business or brand; or (ii) criticize or mischaracterize the Card or any of the Network’s services or programs. If you violate the above, we may cease submitting Charges on your behalf within two (2) Business Days and require you to remove all Network identification, logos and decals from your website, bricks and mortar establishment and point of sale immediately. If you do not comply, we shall have the right to claim the amount of Five Thousand United States Dollars ($5,000.00 USD). If penalized, you agree to remit payment to us within thirty (30) days of your receipt of an invoice. If you fail to remit such payment, we may debit all relevant amounts from the bank account you have designated to receive payments from us pursuant to these Terms; and

(k) maintain customer service information that is readily available for review by Cardmembers transacting with you. The customer service information should include clear instructions on how to contact us or you if the Cardmember has any question about a transaction. At a minimum, the instructions must provide an active customer service e-mail address and a customer service telephone number for us and you and an email address and web page address on your web site where Cardmembers can access transaction information.

7.4. We will monitor and control your behaviour and your use of the Services, and perform risk management on you, you shall provide reasonable assistance to us upon our request. We are entitled to set additional parameters for risk management in our reasonable judgement. If you exceed such parameters, we shall, in our sole discretion, request remediation actions from you, pass any fines received from the Networks, Local Payment Networks, Payment Method Providers and Acquirers, suspend the Services and/or terminate the Terms.

7.5. You shall promptly notify us of any security breach or potential security breach that is related to Personal Data.

7.6. You shall clearly display the details of your services and/or goods contact on your website (if any).

7.7. You shall only use the logos/design approved by the Networks and Local Payment Networks in accordance with their respective rules, including any reproduction, usage and artwork standards that may be in effect from time to time.

7.8. You shall ensure that Buyers are fully and fairly informed of the price for concluding a Transaction with you.

7.9 From time to time we may require you to participate in a Network’s growth initiative and activities to obtain awareness of a Network’s card acceptance.

8. SANCTIONS LAW AND PREVENTION OF BRIBERY

8.1. You undertake that you are not, and will procure that none of your directors, officers, agents, employees or persons acting on behalf of the foregoing is, a Sanctioned Person and do not act directly or indirectly on behalf of a Sanctioned Person.

8.2. You warrant and represent that neither you nor any of your directors, officers, agents, employees or persons acting on behalf of the foregoing has:

(a)        committed a Prohibited Act;

(b)        to the best of your knowledge, been or is the subject of any investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or

(c)        has been or is listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts on the grounds of a Prohibited Act.

8.3. If you become aware of any suspected breach of Clauses 8.1 or 8.2 or have reason to believe that such a breach may occur, you shall, to the extent permitted by Sanctions Laws and Applicable Law, notify us immediately.

9. RECURRING TRANSACTIONS

9.1. You hereby acknowledge and agree that you may only accept Recurring Transactions if we have agreed with you in writing that you may do so. You acknowledge that Recurring Transactions may only be permitted or possible with respect to certain Payment Methods.

9.2. Subject to Clause 9.1, in respect of Recurring Transactions, you shall: 

(a) obtain a Recurring Transaction Authority from the Buyer, failure of which may enable a Network to initiate a Chargeback for a period of 120 days following submission of the charge;

(b) confirm to the Buyer within two (2) Business Days of the date of the Recurring Transaction Authority that the Recurring Transaction Authority has been established;

(c) notify the Buyer via the agreed method of communication at least seven (7) Business Days prior to a Recurring Transaction payment being charged to the Buyer’s Payment Method whether: (i) the payment amount or payment date has changed; (ii) the payment date has changed; (iii) more than six (6) months have elapsed since the last Recurring Transaction payment; or (iv) any trial period, special offer or promotion has expired; or as otherwise required in accordance with the applicable Network Rules;

(d) notify the Buyer that it can discontinue a Recurring Transaction at any time. If these Terms are terminated you shall at your own cost notify all Cardholders for whom Recurring Transactions were enabled of the date when the Card will no longer be accepted. We may (i) require you to accept the Card up to 90 days after termination, and (ii) ask you [to continue to] include a link on your website to a Network’s customer service contact;

(e) not effect (or attempt to effect) a Transaction under the Recurring Transaction Authority once the Recurring Transaction Authority has expired, or once the Buyer has notified you that the it wishes to cancel the Recurring Transaction Authority;

(f) securely retain the Recurring Transaction Authority for at least a period of eighteen (18) months after the date of the final Transaction effected under it including an indicator that the Transaction is a “card-not-present” Transaction; and

(g) provide us with copies of any Recurring Transaction Authority on demand.

10. REFUNDS

10.1. You shall maintain and disclose to Buyers at the time of purchase a policy for the return of goods or cancellation of services. You shall not give a cash refund to a Buyer for a payment made using a Card or Local Payment Method, unless required by Applicable Law, nor accept cash or other compensation for making a refund to a Card or Local Payment Method unless required by Applicable Laws.

10.2. The form and procedure for making Refunds shall depend on the relevant Payment Method. A Refund only arises in circumstances where there is an originating Transaction which is being reversed or partially reversed. We will not be able to process any Refund request if (i) the amount of the Refund exceeds the amount of the originating Transaction. or (ii) you do not have sufficient balance in your Aggregate Payment Amount or sufficient funds in your account with Airwallex.  We shall be authorized to deduct the Refund from your Aggregate Payment Amount and the funds in your account with Airwallex.

10.3. A Refund request may be processed only if it is made within one year or such other period as determined by the Network or Payment Method Provider from the date of the originating Transaction.

10.4. We may refuse to execute a Refund if it does not meet the conditions in these Terms or is prohibited by Applicable Law or Sanctions Laws, or rejected by the Acquirer. If we do refuse to execute a Refund, within the time for processing the Refund we will notify you (i) (unless prohibited by Applicable Law or Sanction Laws) of the refusal, (ii) (if possible) the reasons for such refusal, and (iii) (where it is possible to provide reasons for the refusal and those reasons relate to factual matters) the procedure for correcting any factual mistakes that led to it. Any request for a Refund that we refuse will be deemed not to have been received for the purposes of execution times and liability for non-execution or defective execution under Applicable Law.

10.5. Where we execute a Transaction or Refund in accordance with details provided by you, the Transaction or Refund will be deemed to have been correctly executed by us and any other payment service provider involved. Where the details provided by you are incorrect, we are not liable for the non-execution or defective execution of the Transaction or Refund, but we will make reasonable efforts to recover the funds involved in such a Transaction or Refund and we may charge you for any such efforts.

10.6. We will apply a Refund Fee as set forth in the Fee Schedule to any Refunds that are requested even where the Refund is not actually processed.  You acknowledge that Refunds may not be processed by us where you have insufficient funds in the relevant currency. 

10.7. You agree that each Refund Fee represents a debt immediately due and payable by you to us.

10.8. Without limiting any of the foregoing in this clause 10, in the event that we process a Refund, if such Refund relates to a Transaction that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Refund will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Airwallex.

10.9 You must retain all documentation relating to a Refund for a period of at least  24 months, or such longer time as indicated from time to time by us, a Network or Applicable Law.

11. CHARGEBACKS

11.1. We have rights in relation to Chargebacks for charges: (i) which are disputed, in accordance with the procedure described herein; (ii) in respect of which a Buyer has rights under law to withhold payment; (iii) in respect of which there has been actual or alleged fraud, (iv) in respect of which you have not complied with these Terms (including omitting any transmission data from charge submissions), even if we had notice when we paid you for a charge that you did not comply with and even if you obtained authorization for the charge in question; (v) for which you did not obtain the Buyer’s approval of the full exact amount of the charge prior to submission; and (vi) as provided elsewhere in these Terms.

11.2. You agree that each Chargeback and each Assessment represents a debt immediately due and payable by you to us. We may reverse a Transaction by deducting, withholding, recouping from, or offsetting against our payments to you (or debit your Account) or we may notify you of your obligation to pay us, which you must do promptly and fully. Our failure to demand payment does not waive our rights hereunder.

11.3. You acknowledge and agree that you are required to reimburse us for Chargebacks in circumstances where you have accepted payment in respect of the relevant Transaction, even if you are under no legal liability in respect of the supply of the goods or services concerned. To the extent permitted by Applicable Law, we shall notify you as soon as reasonably practicable of any applicable Chargebacks and Chargeback Costs which have occurred or been incurred.

11.4. Any Chargebacks for which you are required to reimburse us shall correspond to the whole or part of the Transaction Value in the currency of the original Transaction. Unless you have an account with us in the currency in which the Chargeback is charged, the Chargeback amount may be converted to the Settlement Currency from the currency of Chargeback at the exchange rate quoted to us or as we otherwise determine.

11.5. Pre-chargeback Services.

(a) We may, in our sole discretion, require you to use pre-chargeback services (“Pre-chargeback Services”) based on the Chargeback ratio or other risk factors of your transactions. The Pre-chargeback Services allow you to automatically refund certain disputed transactions to the buyer. If you are required to use Pre-chargeback Services, we will provide you with a notice and specify any thresholds applied to automatic refunds. Additionally you agree to pay the relevant service fees (“Pre-chargeback Service Fees”).

(b) You acknowledge the Pre-chargeback Services are ultimately provided by affiliates of Networks or other third parties (“Pre-chargeback Service Provider”).

(c) You acknowledge and agree that we may set up, configure, change or update thresholds or other parameters (“Pre-chargeback Parameters”) in relation to each Pre-chargeback Service. Any changes or updates to the Pre-chargeback Parameters made by us shall become effective immediately and notified to you thereafter.

(d) You authorise us to share any Customer Data with the Pre-chargeback Service Providers where they request such data in connection with their provision of the Pre-chargeback Services.

11.6. In the event that you wish to dispute a Chargeback, it is your responsibility:

(a) to prove to our reasonable satisfaction (which shall, subject to Clause 11.5 and without limitation, be conditional upon the relevant Network, Local Payment Network, Acquirer or Payment Method Provider, as the case may be, confirming it is satisfied) that the debit of the Buyer’s account was authorised by such Buyer; and

(a) (additionally) to provide us with such other evidence as we or any Network, Local Payment Network, Acquirer or Payment Method Provider may require you to provide in support of your claim. The evidence required to be provided will depend on, among other things, the nature of the Chargeback, and may vary accordingly.

11.7. Subject to the Network Rules, we shall not be obliged to investigate the validity of any Chargeback or Assessment. You acknowledge and agree that any decision or determination of the relevant Network, Local Payment Network, Acquirer or Payment Method Provider as to the validity and extent of any Chargeback and/or Assessment shall be final and binding.

11.8. As Chargebacks may arise a considerable period of time after the date of the relevant Transaction, you acknowledge and agree that, notwithstanding any termination of these Terms for whatever reason, we shall remain, without prejudice to Clause 6, entitled to (i) use Pre-chargeback Services to process pre-chargeback requests in relation to Transactions effected during the term of these Terms and recover Pre-chargeback Service Fees or other relevant costs from you; and (ii) recover Chargebacks and Chargeback Costs from you (and, where relevant, from any Person who has provided us with a guarantee or security relating to your obligations under these Terms) in respect of all Chargebacks that occur in relation to Transactions effected during the term of these Terms.

11.9. If you wish to dispute a Chargeback or Assessment, you will do so in accordance with the applicable procedure set out in the Network Rules. In the case of a disputed Chargeback or Assessment, you must provide us within any specified timeframe with the evidence required by us, Network, Local Payment Network, Acquirer or Payment Method Provider. If (i) you engage or participate in fraudulent, deceptive, or unfair business practices, illegal activities, or permit (or fail to take reasonable steps to prevent) prohibited uses of the Card; or (ii) you experience a disproportionately high number or amount of disputed charges or fraud relative to your prior history or industry standards and a Network places you in a Fraud Full Recourse Programme as a result you acknowledge that (a) we or the Network may exercise Chargeback rights without contacting you where a Buyer disputes a charge for actual or alleged fraud; and (b) you will have no right to request a reversal of our decision to exercise our Chargeback rights.

11.10. We will apply a Chargeback Fee as set forth in the Fee Schedule to any Chargeback.

11.11. We may suspend all or part of the Services if the ratio of Chargebacks to Transactions is excessive or we otherwise consider, in our sole and absolute discretion, that the total volume or value of Chargebacks is excessive.

11.12. Without limiting any of the foregoing in this clause 11, in the event of a Chargeback that relates to a Transaction that was subject to the FX Conversion Fee, you agree that the conversion of the relevant currency for the purposes of the Chargeback will be subject to the FX Conversion Fee and the prevailing relevant exchange rate as determined by Airwallex.

12. INFORMATION REQUEST & PERIODIC REVIEWS

12.1. If we request any transaction data or proof of a Transaction, you shall provide the original receipts and relevant Transaction records to us via e-mail within two (2) Business Days of our request.

12.2. You shall assist  us and any Payment Method Provider in handling properly all complaints from Buyers on the relevant Payment Method, and shall implement suggestions put forward by us or the Payment Method Provider.

12.3. You shall, at your own expense, cooperate with us, a Network, a Local Payment Network, Acquirer, Payment Method Provider or Regulator regarding any investigation, enquiry or proceedings in connection with matters arising out of these Terms or your relationship with us and provide any information or records as reasonably requested by the relevant party.12.4. Airwallex may carry out a periodic review of your use of the Services once during each calendar year, or at any time if Airwallex determines that:

(a) the Transaction Mix figures differ from the Transaction Mix figures you previously provided to Airwallex; or(b) the Transaction Mix figures that Airwallex used to calculate any Service Fee.If the actual or projected Transaction Mix figures materially differ from previous Transaction Mix, then Airwallex may revise the Service Fees based on the then current or projected Transaction Mix (as reasonably determined by Airwallex) by giving you thirty (30) days’ written notice ("Fee Change Notice Period").  If you do not accept the revised Service Fees within the Fee Change Notice Period, you must terminate these Terms by giving thirty (30) days’ written notice to Airwallex, otherwise those revised Service Fees will become binding on you under these Terms (unless you and Airwallex otherwise agree in writing) upon the expiration of the Fee Change Notice Period.

12.5. You must promptly provide us with any information reasonably requested by Airwallex in relation to any periodic review carried out under these Terms.

13. FOREIGN CURRENCY & CURRENCY CONVERSIONS

13.1. Settlement Currency. As and where supported by the relevant Payment Method Providers, Airwallex will process Transactions and pay Settlement Payments to you in the Settlement Currency.  You acknowledge that Airwallex is not obliged to process any Transaction, or settle a Settlement Payment to you, in a currency that is not a Supported Currency.

13.2. Pricing structure for Card Transactions. You acknowledge that we may agree on a 'blended' pricing structure or an 'Interchange++' pricing structure with you in respect of Card Transactions.  For the 'blended' pricing structure, you acknowledge that the underlying interchange and scheme fees component of the Service Fees for Card Transactions is calculated by Airwallex based on the Transaction Mix figures that you report to Airwallex from time to time, as required under these Terms.  Under the ‘Interchange++' pricing structure, you acknowledge that Airwallex calculates the underlying interchange and scheme fees component of the Service Fees for Card Transactions based on the actual interchange fee that is attracted by the relevant Transaction, according to interchange pricing published (and varied) by the Card Networks from time to time. In the event of economic (including but not limited to inflation or currency devaluation), tax or political conditions or other conditions beyond our control in a particular country which alter the financial value or risk of financial exposure to Airwallex or a Network because of the discount rate or the speed of payment, we may, upon seven (7) days written notice to you in that particular country, increase the discount rate and/or change the speed of payment and/or mode of pay (e.g., cease electronic pay) applicable to Transactions made in such region or country.

13.3. Foreign Currency Settlement Fee. Subject to clause 13.5, if the Transaction currency is in any other currency other than Euro, and we pay the Settlement Payment to you in that other currency, then Airwallex will charge you a Foreign Currency Settlement Fee on the Transaction Value.  For example, if the Transaction currency is in USD and the Settlement Payment is made in USD, we will charge you a Foreign Currency Settlement Fee.

13.4. FX Conversion Fee. Subject to clause 13.5 if we pay the Settlement Payment to you in a Settlement Currency that is different from the Transaction currency, then Airwallex will charge you a FX Conversion Fee on the Transaction Value.  For example, if the Transaction is in USD and we settle EUR to you, we will charge you a FX Conversion Fee.

13.5. Applicability of Foreign Currency Settlement Fee and FX Conversion Fee. The Parties acknowledge and agree that:

(a) the Foreign Currency Settlement Fee and the FX Conversion Fee will apply in respect of all Card Transactions unless an 'Interchange++' pricing structure has been agreed with you in writing in respect of Card Transactions, in which case only the FX Conversion Fee will be applicable to such transactions; and

(b) the Foreign Currency Settlement Fee is not applicable to LPM Transactions.

13.6. Currency conversions by Airwallex and Payment Method Providers.  You acknowledge and agree that:

(a) a Payment Method Provider may convert the Transaction currency into another currency before it is received by Airwallex using the prevailing exchange rate(s) determined by the Payment Method Provider; and

(b) Airwallex may convert the Transaction currency or, if applicable, the currency received from a Payment Method Provider under clause 13.6(a), using the prevailing exchange rate determined by Airwallex into the Settlement Currency before making a Settlement Payment to you.

In relation to certain Transactions in currencies not directly supported by Airwallex, more than one currency conversion may be required under this clause 13.6 to convert a Transaction currency to the Settlement Currency.  For example, if a Transaction is made via a Payment Method Provider in an exotic currency that Airwallex does not directly support, that Payment Method Provider may convert and settle the relevant Transaction currency in USD to Airwallex and, if your Settlement Currency is EUR, Airwallex may convert that USD amount to EUR and pay it to you as the Settlement Payment. 

13.7. Supported Currency changes. Without limiting any of our rights under these Terms, Airwallex may add, restrict or remove any Supported Currency from time to time during the Term and, without limiting the foregoing, a Payment Method Provider may add, restrict or remove a currency they support from time to time. 

13.8. Buyer warnings.  You are solely responsible for giving any notices, warnings or disclaimers regarding prices and other amounts displayed to a Buyer when making a proposed Transaction (whether the Transaction is to be in Euro or any other currency) including, but not limited to, warning a Buyer that they may be charged foreign currency fees by their card issuer and providing any other warnings required by Applicable Law in relation to a Transaction involving a foreign currency.

13.9. You acknowledge and agree that, to the extent that the FX Conversion Fee applies to any reversal of the original Transaction by us under these Terms (including, but not limited to, a Refund or Chargeback) (a 'Reversal'), you acknowledge and agree that the Merchant bears the risk of any movement in exchange rate between the time of processing the original Transaction and the time of processing the relevant Reversal.

14. REPRESENTATIONS AND WARRANTIES

14.1. Each Party makes each of the following representations and warranties to the other Party, and acknowledges that such other Party is relying on these representations and warranties in entering into these Terms:

(a) if it is a corporation, it is an independent corporation duly organized, validly existing and in good standing under the laws of jurisdiction of its incorporation;

(b) it is properly registered to do business in all jurisdictions in which it carries on business;

(c) it has all licenses, regulatory approvals, permits and powers legally required to conduct its business in each jurisdiction in which it carries on business;

(d) it has the corporate power, authority and legal right to execute and perform these Terms and to carry out the transactions and its obligations contemplated by these Terms;

(e) these Terms shall constitute valid and binding obligations on the Party, enforceable in accordance with its terms. Except as otherwise stated in these Terms, no approval or consent of any person or government department or agency is legally or contractually required to be obtained by the Party in order to enter into these Terms and perform its obligations;

(f) neither (a) the entry into of these Terms, nor (b) the performance by the Party of these Terms will (i) conflict with the certificate of incorporation or articles of association or by-laws or any other corporate or constitutional document of the Party or (ii) breach any material obligations of the Party under any contract to which it is a party or (iii) violate any Applicable Law or Network Rules to a material extent; and

(g) there is no litigation, proceeding or investigation of any nature pending or, to the Party’s knowledge, threatened against or affecting the Party or any of its Affiliates, which would reasonably be expected to have a material adverse effect on its ability to perform its obligations under these Terms.

14.2. You warrant and represent that you have a permanent establishment and/or business registration in the Territory and that you will only use the Services from the Territory; and you have never committed fraud; or been subject to any payment scheme’s mandatory risk remediation programme(s).

14.3. You warrant that you are not and will not be a payment facilitator as according to the Network Rules during the period of these Terms.

14.4. You warrant and represent that you shall abide by Applicable Laws and applicable Network Rules, including anti-money laundering legislation, and that you shall report to us any Transaction(s) which you deem to be suspicious.

14.5. You must obtain any necessary authorizations from Data Subjects for the required transfers of information within the scope of the Services. You are responsible for the legally compliant collection and transmission of information (in particular Personal Data) to Airwallex.

15. DATA PRIVACY

15.1. Each Party acknowledges and agrees that, for the purposes of Data Protection Legislation, each of Airwallex, Merchant and Acquirer is an independent Data Controller of Transaction Personal Data and that it determines the purposes for which and the manner in which the Transaction Data and / or  Personal Data is, or is to be, processed.

15.2. The Parties agree that, for the purposes of Data Protection Legislation, it is their mutual understanding that the Parties shall not constitute joint Data Controllers.

15.3. You shall ensure that in respect of all Transaction Personal Data provided to us or the Acquirer by you under these Terms, and in respect of the use of that Transaction Personal Data under these Terms: (a) all necessary fair processing notices have been provided to and consents obtained from Data Subjects by you, including to specify and include Airwallex and Acquirers as independent Data Controllers in respect of the Data Subject’s Personal Data and to include a statement that Airwallex’s and Acquirer’s Privacy Policy can be found on their respective corporate website; and (b) all necessary steps have been taken to ensure that Transaction Personal Data has been collected and Processed in accordance with the principles set out in Data Protection Legislation, including in particular those relating to: (i) lawful, fair and transparent Processing; (ii) specified, legitimate and explicit purposes of Processing; and (iii) adequate, relevant and not excessive Processing.

15.4. You have clearly displayed your privacy policy to the Data Subjects and, if required under Data Protection Legislation, obtained their consent for such policy, which shall offer such protection to the Data Subject no less than that offered by our Privacy Policy. 

15.5. If you receive any complaint, notice or communication from a Data Protection Authority which relates directly to (i) our Processing of the Transaction Personal Data; or (ii) a potential failure by us to comply with Data Protection Legislation in respect of your or our activities under or in connection with these Terms (a ‘Data Complaint’), you shall, to the extent permitted by Applicable Law, promptly notify us of the Data Complaint and provide us any information we request in relation to such a Data Complaint.

15.6. If a Data Subject makes a written request to either Party to exercise any of their rights under Data Protection Legislation in respect of Transaction Personal Data, the receiving Party shall respond to that request in accordance with Data Protection Legislation. To the extent the request concerns processing of Transaction Personal Data undertaken by the other Party, the receiving Party shall: (a) promptly and without undue delay forward the request to the other Party; and (b) cooperate and provide reasonable assistance in relation to that request to enable the other Party to respond in accordance with Data Protection Legislation.

15.7. You acknowledge that we may disclose Transaction Data or Personal Data to any Network, Data Protection Authority, law enforcement authority or Regulator in accordance with Applicable Law. If the charge is made in person and is not a chip and PIN transaction, you must also retain a copy of the cardholder’s signature. You may create multiple charge records for a single purchase placed on different Cards, but you must not create multiple charge records for a single purchase to the same Card, by dividing the purchase into more than one charge, except where we have authorized you to do so for charges above a certain value.

15.8. You acknowledge and agree that we and the Acquirer reserve the right to place any data related to you in a terminated merchant file established by the Networks or Local Payment Networks for termination due cause in accordance with the Network Rules.

15.9. You warrant that you will comply with applicable Data Protection Legislation. In particular, you undertake to implement appropriate measures to ensure that all Personal Data is kept secure and against accidental or unlawful destruction or alteration, unauthorized disclosure or access and against other unlawful forms of processing. Where required, you agree to support the implementation of strong customer authentication prompts as required by Networks from time to time.

15.10. You acknowledge and agree that we may process and use the requested data in accordance with these Terms, and we may disclose the data related to you to the Acquirer and all other relevant third parties (which might be outside the European Economic Area), as applicable, for the purpose described in these Terms.

15.11. You acknowledge and agree that Personal Data may be processed by both Airwallex and Acquirers in relation to its respective acquiring services, to perform checks to ensure compliance with applicable legal and regulatory requirements. We and the Acquirers may furthermore anonymise data and use it for analysis of statistical trends, carrying out actuarial work, business planning, risk assessment and to analyse costs and charges. We and the Acquirers may share anonymized data with any person in connection with a sale of its business, shares or assets (as relevant). We and the Acquirers may share data with its PCI-DSS compliant third party service providers and vendors as necessary to perform their obligations under these Terms or the agreement between Airwallex and the Acquirers.

15.12. You acknowledge and agree that the we and Acquirers may disclose Personal Data to the police, any competent regulatory authority, or any other investigating body, or the Networks or Local Payment Networks, for use in the  prevention or detection of fraud or other criminal activity (including but not limited to tax evasion), or to any credit reference agency which we or the Acquirer also use as a source of information and other disclosure in accordance with Clause 15.

16. CONFIDENTIALITY

16.1. The Parties agree that they shall:

(a) treat as confidential all Confidential Information obtained from the other Parties under these Terms;

(b) use the other Parties’ Confidential Information solely for the specific purposes for which it was disclosed;

(c) not publish or otherwise disclose to any person the other Parties’ Confidential Information without the owner’s prior written consent; and

(d) take all action reasonably necessary to secure the other Parties’ Confidential Information against theft, loss or unauthorised disclosure.

16.2. Each Party may disclose Confidential Information only if it can demonstrate that the Confidential Information:

(a) is required to be disclosed by any court of competent jurisdiction, Regulator, by the rules of a recognised stock exchange or by Applicable Law or the Network Rules;

(b) was lawfully in its possession prior to disclosure to it by any other Party without an obligation restricting disclosure;

(c) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause 16;    

(d) is received from a third party who is not under an obligation of confidentiality in relation to the information; or

(e) is developed independently without access to, or use or knowledge of, the Confidential Information.

17. TERM AND TERMINATION

17.1. These Terms shall come into force on the Commencement Date and, unless otherwise terminated earlier in accordance with these Terms, continue thereafter until it is terminated in accordance with Clause 17.2, 17.3, 17.4 or 17.5.

17.2. We may terminate (opzeggen) these Terms by giving you two (2) calendar months’ written notice.

17.3. You may terminate (opzeggen) these Terms by giving us two (2) months’ written notice.

17.4. Either Party may terminate (opzeggen of ontbinden) these Terms or any Service with immediate effect by giving written notice if the other Party is:

(a) in material breach of these Terms and the breach is either not capable of remedy or is not remedied to the reasonable satisfaction of the non-breaching party within 30 days of service of a notice requiring remedy of the breach in question;

(b) insolvent or reasonably suspects that the other Party may become Insolvent;

(c) is the subject of any corporate action, legal proceedings or other procedure or step which is taken in relation to:

(i) the suspension of payments (surseance van betaling), a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement, the preparation of a plan (akkoord) in relation to section 370(2) of the Dutch Bankruptcy Code or the suspension of payments (surseance van betaling), composition, compromise or or otherwise) other than a solvent liquidation or reorganisation, composition, compromise or arrangement;

(ii) a composition, compromise, assignment or arrangement with any creditor;

(iii) the appointment of a restructuring expert (herstructureringsdeskundige), liquidator, receiver, administrative receiver, administrator, compulsory manager, monitor or other similar officer in respect of its assets;

(iv) enforcement of any security over its assets,

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

17.5. We may terminate (opzeggen of ontbinden) these Terms or any Service with immediate effect by giving written notice to you if:

(a) you have violated the Acceptable Use Policy;

(b) you fall below any relevant thresholds as determined by us from time to time;

(c) you act in a manner, or if anything happens to you or comes to our attention in relation to you or arising from or incidental to your business or the conduct of your business (including trading practices or any individual’s activity), that we in our reasonable discretion consider:

(i) to be disreputable or capable of damaging the reputation of us or that of any Network, Acquirer, Local Payment Network or Payment Method Provider;

(ii) to be detrimental to our systems, business or that of any Network, Local Payment Network or Payment Method Provider;

(iii) may or does give rise to fraud or any other criminal activity or suspicion of fraud or any other criminal activity;

(iv) may or does give rise to increased risk of loss or liability to any of us;

(v) may affect your ability or willingness to comply with all or any of your obligations or liabilities under these Terms; or

(vi) to be or to be for a purpose contrary to Applicable Law and/or any policy of ours in relation to Applicable Law;

(d) you include anything in these Terms, the Master Services Agreement or application for the Services which is untrue, inaccurate or misleading;

(e) we are required to do so by any Acquirer, Network, Local Payment Network, Payment Method Provider or Regulator or under the Network Rules or Applicable Law or reasonably believe that a Transaction or these Terms or the performance thereof may be contrary to Applicable Law or Sanctions Law;

(f) a Network, Local Payment Network, Acquirer, Payment Method Provider or any other third party any ceases to provide us with any service which is necessary for us to provide a Service to you; and

(g) the ratio of Chargebacks to Transactions exceeds thresholds set by the Payment Method Providers, or we consider in our sole and absolute discretion that the total volume or value of Refunds, Chargebacks and/or declined Authorisation Requests is excessive.

17.6. We may suspend all or part of the Services, including any Transactions or Refunds, if we determine that you have breached these Terms or are likely to breach these Terms.

17.7. The termination rights set forth in these terms apply in lieu of any termination rights available under Applicable Law.

18. INDEMNITY

18.1. You will indemnify us Networks, Acquirers and the Local Payment Providers and hold us, Networks, Acquirers and the Local Payment Providers harmless and indemnified from, against and in respect of all and any Losses in relation to any Claims brought against us by a Buyer, Network, Local Payment Network, Payment Method Provider, Acquirer or Regulator or any other third party, to the extent such Claims arise out of or in consequence of or in connection with:

(a) a Transaction (including the failure to retain or produce a Recurring Transaction Authority), Refund, Assessment, Chargeback and/or Chargeback Cost (including any activity which would otherwise constitute a Transaction or Refund);

(b) any breach of the requirements or failure by you to comply with: (i) the requirements of a Network, Local Payment Network, Acquirer or Payment Method Provider; (ii) the Network Rules; (iii) a Regulator; or (iv) Applicable Law, and any reasonable steps taken in the protection of our interests in connection with any such breaches;

(c) any security breach compromise or theft of Data held by you or on your behalf, or any other security breach or a security breach relating to Data (whether or not you have complied with PCI SSC Standards as defined above), and any reasonable steps taken in the protection of our interests in connection with such breach;

(d) the enforcement or attempted enforcement of these Terms;

(e) Any reasonable steps taken in the protection of our interests in connection with any allegation of fraud made in relation to you or your business; and/or

(f) any breach by you of the provisions of Clauses 15 and 16;

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

18.2. We shall indemnify and hold you indemnified from and against any Losses in relation to any Claims brought against you by a third party, to the extent such Claims arise out of or in connection with:

(a) any actual security breach or security breach reported to you by a Network, Local Payment Network, Acquirer, Payment Method Provider,  or us relating to Data which is directly attributable to our failure to comply with any PCI SSC Standards or to our gross negligence (but not including any claims made by a Regulator), and any reasonable steps taken in the protection of your interests in connection with such breach; and/or

(b) any breach by us of the provisions of Clause 16;

except if and to the extent caused by or contributed to by your negligence or any breach of these Terms by you.

19. LIMITATION OF LIABILITY

19.1. Nothing in these Terms shall exclude or restrict liability for:

(a) Losses suffered by a Party arising out of the other Party’s fraud, fraudulent misrepresentation, gross negligence (bewuste roekeloosheid) or wilful misconduct (opzet);

(b) death or personal injury resulting from a Party’s negligence;

(c) Losses suffered by us in respect of any Chargebacks or Assessments;

(d) any Service Fees, Permissible Deductions, or other amounts due to us;

(e) any indemnity provided under these Terms;

(f) any other liability to the extent it cannot be lawfully excluded or limited.

19.2. We shall not be liable for any failure to perform (nor any defective or delayed performance of) any of our obligations under these Terms if and to the extent that such failure is due to:

(a) circumstances beyond our reasonable control;

(b) any cessation or interruption of any part of the Services which are due to any act or omission of a third party (including, but not limited to, Payment Method Providers, Networks, Local Payment Network or Acquirers) and is not caused by our breach of these Terms;

(c) us taking steps (in our reasonable and honest belief or view) to comply with any relevant requirement under the Network Rules or any Applicable Law, Sanctions Law, or the requests of any Regulator;

(d) your failure to provide complete and/or correct Data to us and/or your negligence and/or breach of these Terms;

(e) a suspension of the Services by us in accordance with these Terms;

(f) your breach of these Terms, negligence, wrongful or bad faith acts or omissions; or

(g) any deferment/withholding of the Settlement Payment(s) otherwise due to you in accordance with the provisions of these Terms.

19.3. Neither Party shall be liable for:

(a) loss of profits, revenue or anticipated savings (including those anticipated or forecast);

(b) loss of goodwill (or any other damage to reputation);

(c) loss connected with or arising from business interruption;

(d) loss of opportunity, business or contracts;

(e) loss of bargain;

(f) lost or corrupted data (or loss associated with the same); and/or

(g) any special, incidental, punitive, loss, damage, cost and/or expense whatsoever,

in each case, and even if that Party was aware of the possibility that such losses might be incurred by another Party.

19.4. Our aggregate liability to you in relation to all Claims arising out of, or in connection with the Services or these Terms during each Contract Year shall be limited to:

(a) in the first Contract Year, a sum equal to the average monthly Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the period between the Effective Date and the first event giving rise to the first such Claim, multiplied by twelve (12); and

(b) in each Contract Year thereafter, a sum equal to the Service Fees paid under these Terms, less any fees incurred by us under the Network Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim in the relevant Contract Year.

20. NOTICE

20.1. The Parties agree that any notice to be given under or in connection with these Terms to Airwallex shall be in writing and shall be served as follows (or otherwise as notified by Airwallex to you from time to time):

(a) by email to [email protected];

(b) by mail to Herengracht 168, 1016 BP Amsterdam, the Netherlands.

20.2. The Parties agree that any notice to be given under or in connection with these Terms to you shall be in writing and shall be served as follows (or otherwise as notified by you from time to time through the Airwallex Platform):

(a) by mail to any mailing address we have recorded for you in your Airwallex Profile;

(b) by email to the email address we have recorded for you in your Airwallex Profile;

(c) by other electronic communication (such as by sending you an electronic message and referring you to a notice available for viewing or to download online or in Webapp using phone or other written records we have recorded for you in your Airwallex Profile.

20.3. Where you provide an email address, we may send notices to and rely on the authenticity of communications we receive from that email address as being from and binding on you. You must ensure only you and persons with authority to act on your behalf have access to your email addresses, that they are kept secure and that you contact us immediately if you become aware or suspect any relevant unauthorised use or security compromise.

20.4. Notices sent by email or other electronic communication shall be deemed to be received on the day on which the communication is sent, provided that (i) any notice sent after 17:00 hours (GMT) on any Business Day or at any time on a day which is not a Business Day shall be deemed to have been given at 09:00 (GMT) on the next Business Day. Notices sent by mail shall be deemed to be received seven (7) days after the letter is posted.

21. CHANGES TO THESE TERMS AND THE SERVICES

21.1. From time to time, we may vary the provisions of these Terms, the Schedules to these Terms (including the Fee Schedule) by giving notice to you in writing.

21.2. We may change these Terms by giving you one (1) months’ prior notice. We will consider that you have accepted the proposed changes if you do not terminate these terms by giving us written notice during that notice period.

21.3. We may also make changes immediately, without prior notice, if those changes:

(a) are necessary to comply with any Applicable Law or Network Rules; or

(b) relate to the addition of a new service or extra functionality of our Services and do not affect terms relating to the existing Services.

21.4. We may issue updates for the Airwallex Platform, including the Airwallex APIs, from time to time. We may need to do this to facilitate the continued and proper operation of the Platform, make improvements to the Platform or to comply with Applicable Law. Some updates may require you to take steps to implement them. You agree to implement such updates as soon as reasonably practicable after receipt. In some cases (for example, if there are security risks), you will not be able to use the Airwallex Platform until you have implemented the update. If you have not implemented an update within 6 months of us releasing it, we may stop providing some of the Services to you or terminate these Terms, by giving you two months’ prior written notice.

21.5. We may also, from time to time, require you to update or make a change in software, interfaces or operating procedures, in order to continue using the Services or the Airwallex Platform.  We may send you some additional information on how to implement those changes.  We shall aim to send you this information as soon as reasonably practicable.

22. GENERAL

22.1. Airwallex is authorised as an electronic money institution by the Dutch Central Bank (De Nederlandsche Bank) under the Financial Supervision Act (Wet op het financieel toezicht,) (as amended) for the provision of payment services and issuance of electronic money. Airwallex is registered with the Dutch chamber of commerce under number 77519256. 

22.2. These Terms are concluded in English and all communications (including any notices or the information being transmitted) shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience or otherwise) into any other language, the English language text of these Terms shall prevail.

22.3. Schedule 1 (Definitions, Clause 6 (Settlement); Clause 15 (Data Protection) Clause 16 (Confidentiality); Clause 18 (Indemnity); Clause 19 (Limitation of liability); Clause 23 (Governing law) and Clause 24 (Set-off) shall survive the termination of these Terms and continue to bind you.

22.4 We may (i) without any restrictions assign these Terms to any Network provider upon such Network provider’s request (ii) share data from Transactions with any Network provider and (iii) terminate the Commercial Entity Agreement for card processing services as set out in Schedule 2 upon a Network provider’s request.

23. GOVERNING LAW

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

24. SET-OFF

24.1      If at any time an amount payable by you under these Terms or any other agreement with Airwallex is due but unpaid, we may withhold payment of any amount that is payable by Airwallex to you until you have made payment of the amount that you owe us. We may set off any amount that you owe us against any amount that we owe you. We may apply any credit balance in any account you have with us (including, without limitation, any Reserve) in and towards satisfaction of, or payment of, any of your obligations to pay an amount which is then due under these Terms or any other agreement you have with Airwallex.

25. FURTHER ASSURANCES

25.1. You agree, at your own expense, to:

(a) execute and do everything else reasonably necessary or appropriate to bind you under these Terms; and

(b) use your best endeavours to cause relevant third parties to do likewise.

25.2. If we determine that any part of these Terms (or a transaction in connection with it including but not limited to provisions relating to the Reserve) is or contains a security interest under Applicable law, you agree to do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which we ask and consider necessary for the purposes of:

(a) ensuring that the security interest is enforceable, perfected and otherwise effective; or

(b) enabling us to apply for any registration, or give any notification, in connection with

(c) the security interest so that the security interest has the priority required by us; or

(d) enabling us to exercise rights in connection with the security interest.

25.3. Everything you are required to do under this clause 25 is at your expense. You agree to pay or reimburse our reasonable costs, charges and expenses in connection with anything you are required to do under this clause 25.

26. THIRD-PARTY RIGHTS

26.1      A person who is not a party to these Terms (other than a Local Payment Provider) has no rights under the Dutch Civil Code to enforce any term of these Terms save that the obligations of the Merchant under these Terms are owed to Airwallex’s Affiliates each of whom may enforce the terms of these Terms against Merchant.

SCHEDULE 1 - DEFINITIONS

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

Acceptable Use Policy

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

Acquirer

means, in relation to the Payment Processing Service:

(i) where we provide acquiring services to you directly, Airwallex;

(ii) where we act as a provider of indirect acquiring services, a third party with whom we have entered into an agreement for settlement of Merchant funds; and

(iii) where we provide you with Gateway Services, a third party that has an agreement with you to settle funds to you;

Acquiring Agreement

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

Additional Services

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

Additional Terms

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

Affiliate

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

Airwallex API

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

Airwallex Platform or Platform

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

Aggregate Payment Amount

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

Applicable Law

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

Assessment

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

Authorisation

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

Authorisation Request

means a request for Authorisation;

Authorised User

has the meaning given to it in Clause 2.3;

BNPL Agreement

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

BNPL Provider

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

BNPL Structure

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

BNPL Transaction

means a Transaction made under the BNPL Structure.

Business Day

means a day other than a Saturday, Sunday or public holiday in the Netherlands on which banks are open for normal banking business in Amsterdam, the Netherlands;

Buyer

means the person purchasing products or services from the Merchant;

Capture Request

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

Card

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

Card Network

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

Card Transaction

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

Card Provider

means the issuer of a Card;

Chargeback

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

Chargeback Costs

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

Chargeback Fee

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

Claim

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

Commencement Date

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

Commercial Entity Agreement

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

Confidential Information

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

Contract Year

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

Corporate Customer

means a Customer that is not (i) a consumer (ii) a micro enterprise or (iii) a charity - each as defined by Applicable Law,.

Customer Details

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

Data Complaint

has the meaning given to it in clause 15.3;

Data Controller

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

Data Protection Authority

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

Data Protection Legislation

all Law applicable to the protection of Personal Data, including the General Data Protection Regulation ((EU) 2016/679) (Algemene verordening gegevensbescherming) and any applicable national implementing laws, regulations and secondary legislation in the Netherlands relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Dutch GDPR implementation act (Uitvoeringswet Algemene verordening gegevensbescherming);

Data Subject

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

DCC

means Dutch Civil Code (Burgerlijk Wetboek);

DNB

means the Dutch Central Bank (De Nederlandsche Bank);

Due Diligence Information

has the meaning given to it in clause 3.1;

Interchange Fees

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

Fee Schedule

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

Foreign Currency Settlement Fee

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

Fraud Control Service

Means the monitoring and analysis of Transactions by Airwallex to identify and block fraudulent Transactions.

FSA

means Financial Supervision Act (Wet op het financieel toezicht);

FX Conversion Fee

means the FX Conversion Fee set out in the Fee Schedule;

Gateway Fee

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

Gateway Service

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

Global Account

means the unique account ledger registered under your name and which records the amount of funds collected from your payers by Airwallex for you as part of the “Collection Services” provided under the Payment and FX Terms;

Hosted Checkout Page

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

Insolvent

means:

(a) in respect of a person, that that person is unable to pay its debts as defined in article 1 or 214 Dutch Bankruptcy Code (Faillissementswet) EXCEPT THAT in the interpretation of this definition: a Party shall not be deemed to be unable to pay its debts if any demand under article 1 or 214 Dutch Bankruptcy Code is being contested in good faith by such Party and such Party has adequate funds to discharge the amount of such demand or if any such demand is satisfied before the expiration of 21 days from the date on which it is made;

(b) in respect of a person, that person is subject to the preparation of a plan (akkoord) in relation to section 370(2) of the Dutch Bankruptcy Code;

(c) (where you are an individual) you are the subject of a any other Dutch or foreign type of debt restructuring or bankruptcy petition or order;

(d) (where you are an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of the Debt Restructuring Natural Persons Act (Wet schuldsanering natuurlijke personen);

(e) where you are a partnership) you have any partner to whom any of the foregoing apply;

(f) (where you are an individual) you die or, by reason of illness or incapacity (whether mental or physical), you are incapable of managing your own affairs or become a patient under any mental health legislation;

Klarna

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

Klarna BNPL Agreement

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

Local Payment Method

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

Local Payment Method Claim

has the meaning given in paragraph 1.8.3 of Schedule 3;

Local Payment Network

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

Local Payment Provider

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

Losses

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

LPM Transaction

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

Mark

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

Master Services Agreement

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

Merchant Bank Account

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

MID

means merchant identifier;

Net Settlement Amount

means as defined in Clause 6.3

Network

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

Network Rules

means all applicable rules and regulations of Networks and Local Payment Networks and operating guidelines, policies, procedures, manuals, announcements, bulletins and other requirements issued by the Networks, Local Payment Networks or Payment Method Providers from time to time which relate to (amongst other things) Cards, Payments, Transactions, Local Payment Methods and the related processing of data including but not limited to:

(a) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by Visa Inc., Visa Worldwide Pte. Ltd. (all Visa entities together “Visa”), Mastercard International Incorporated, Maestro International Inc. (all Mastercard entities together “Mastercard”), American Express Travel Related Services Company, Inc., American Express Payment Services Limited, American Express Payments Europe, S.L., American Express Australia Limited (all American Express entities together “AMEX”), or any other Card Network and any of their respective subsidiaries and affiliates (including rules regarding the use of Visa-Owned Marks, Visa acceptance, Mastercard-Owned Marks, Mastercard acceptance, AMEX-Owned Marks, AMEX acceptance, risk management, Transaction processing, and any Visa, Mastercard or AMEX products, programs or services in which you are required to, or choose to participate); and

(b) such rules, regulations, operating guidelines, policies, procedures, manuals, announcements and bulletins issued by any Local Payment Method or Local Payment Network and including, in each case, any requirements regarding the use of Network or Local Payment Method owned marks, risk management, Transaction processing, and any Network or Local Payment Method products, programs or services in which you are required to, or choose to participate.

OFAC

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

Online Application

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

Payment

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

Payment Methods

means Cards and Local Payment Methods;

Payment Method Fee

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

Payment Method Providers

means Card Providers and the issuers of Local Payment Methods;

Payment Processing Service

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

PCI SSC Standards

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

Permissible Deductions

has the meaning given to it in Clause 6.4;

Personal Data

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

Privacy Policy

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

Process

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

Product Documentation

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

Prohibited Act

means:

(a) to directly or indirectly offer, promise or give any person working for or engaged by the Airwallex a financial or other advantage as an inducement or reward for any improper performance of a relevant function or activity in relation to obtaining these Terms or any other contract with the Merchant;

(b) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these Terms;

(c) committing an offence: (i) under the Dutch Criminal Code (Wetboek van Strafrecht); (ii) under the Sanctions Act 1977; (iii) under legislation or law concerning fraudulent acts; (iv) of defrauding, attempting to defraud or conspiring to defraud the Airwallex;

(d) any activity, practice or conduct which would constitute one of the offences listed under (c) above if such activity, practice or conduct had been carried out in the Netherlands.

Prohibited Transactions

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

Recurring Transaction

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

Recurring Transaction Authority

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

(a) the amount of the Recurring Transaction and whether it is fixed or variable;

(b) the dates on which the Recurring Transaction will be charged by the Merchant to the Buyer’s Payment Method and whether the dates are fixed or variable;

(c) the method by which the Merchant will communicate with the Buyer in respect of the Recurring Transaction Authority; and

(d) a statement that the Buyer is entitled to cancel the Recurring Transaction Authority at any time;

Refund

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

Refund Fee

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

Regulator

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

Reserve

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

Sanctions Authorities

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

Sanctioned Person

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

Sanctions Law

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

Sanctions List

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

Service Fees

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

Services has the meaning given to it in Clause 4;

Settlement Currency means: (a) the Transaction currency if the Transaction currency is a Supported Currency; (b) EUR if the Transaction Currency is not a Supported Currency; or (c) if you have requested that another Supported Currency than the currency under (a) or (b) above is the Settlement Currency and we have approved such a request, such requested Supported Currency.

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

Supported Currencies

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

Territory

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

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

Transaction Data means documents, data and records of any kind relating to Transactions, Chargebacks, or Refunds (including, for the avoidance of doubt, data relating to Cards, Local Payment Methods and Buyers) e.g. (i) the full Card number and the expiry date of the Card; (ii) the date the charge was incurred; (iii) the amount of the charge, including applicable taxes; (iv) the authorization approval code number; (v) a description of the goods and services purchased; (vi) your establishment’s name, address and establishment Number; and all other information as required from time to time by us or by applicable law (vi) delivery address (vii) billing address.

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

Transaction List has the meaning given to it in Clause 6.6;

Transaction Mix means the amount, type and nature of Transactions projected for the Merchant, including the Transaction volume, the average Transaction value, the types of the Buyers, the spread of Transactions across Payment Methods, the geographical spread of Transactions, the relevant Transaction currencies and other relevant information in relation to the Merchant and the use of the Services;

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

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

Treasury Management Terms means the Terms entitled “Treasury Management Terms” entered into between you and us.

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

SCHEDULE 2 - COMMERCIAL ENTITY AGREEMENT FOR CARD PROCESSING SERVICES

This Commercial Entity Agreement for Airwallex Payment Card Funded Processing Services (‘Commercial Entity Agreement’ or ‘CEA’) is agreed with all Merchants that are Commercial Entities (as defined by Visa Europe, Visa Inc, Visa International, MasterCard Worldwide, UK Maestro, Solo, International Maestro, American Express Payment Services Limited and/or American Express Travel Related Services Company, Inc. (together the ‘Networks’)). Each such Merchant may be referred to herein as ‘you’ and/or ‘your’. This CEA constitutes your separate legally binding contract for credit and debit card processing for Airwallex transactions between you and the Acquirer (as defined below). For the purposes of this CEA, ‘Acquirer’ will mean_____________. In this CEA ‘we’, ‘us’ and ‘our’ refer to the Acquirer.

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

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

Overview of this CEA

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

Acquirer obligations

The Acquirer’s obligations under this CEA are limited exclusively to the processing of the Merchant's card transactions in the territory in which the Merchant is based and the receipt and disbursement of related funds to Airwallex for the account of the Merchant (the ‘Acquiring Services’). All other obligations relating to the provision of the services under the Airwallex Agreement are the responsibility of Airwallex and any issue, dissatisfaction, dispute and/or service dispute of the Merchant relating to any services provided to the Merchant should be notified to and brought against Airwallex in the first instance. Subject to the terms of this CEA and the Airwallex Agreement, the Acquirer will initiate a payment to the designated account (as made known to the Acquirer by Airwallex) of an amount equal to the value of card transactions processed by the Acquirer for the Merchant under this CEA (less deductions for refunds, fines, assessments, chargebacks, chargeback costs, fees or other Merchant liabilities (whether actual or anticipated) under this CEA or the Airwallex Agreement). Any obligation of the Acquirer to remit funds under this CEA is subject to any rights of the Acquirer under its agreement with Airwallex.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment/Amendments. This CEA may not be assigned by the Merchant without the prior written consent of the Acquirer. This provision has proprietary effect (goederenrechtelijk effect). The Acquirer may assign its rights under this CEA without the Merchant’s consent.

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

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

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

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

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

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

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

SCHEDULE 3 - LOCAL PAYMENT METHOD PROCESSING TERMS

See below.

Local Payment Methods Processing Terms

These Local Payment Method Processing Terms (‘LPM Terms’) form part of the Payment Terms or the Master Service Agreement (if applicable) entered into by Merchants (‘you’ or ‘Merchant’) and Airwallex (the “Agreement”). 

In interpreting these LPM Terms:

a. Capitalised words within these LPM Terms shall have the same meaning as provided for within the Agreement;

b. In the event of any conflict between the provisions of the Payment Terms, the General LPM Terms or the Specific LPM Terms with respect to any Local Payment Method, the Specific LPM Terms will prevail with respect to that Local Payment Method, but only to the extent required to resolve such conflict.

c. Further, in the event of any conflict between the provisions of these LPM Terms and the Payment Terms, these LPM Terms shall prevail, but only to the extent required to resolve such conflict. 

You can decide whether or not to use a Local Payment Method. If you do use a Local Payment Method, you must accept and agree to the general Local Payment Method terms (“General LPM Terms”) as well as the terms applicable to any specific Local Payment Method (“Specific LPM Terms”). Not all Local Payment Methods have Specific LPM Terms. 

Airwallex may supplement these LPM Terms from time to time where new Local Payment Methods are offered. As Local Payment Methods are controlled by Payment Method Providers, these LPM Terms are subject to change and may be unilaterally modified by Airwallex at any time (a “Change”). The Change will be effective on the date of publication or as notified to the Merchant via email. 

It is your responsibility to periodically review the LPM Terms in order to ensure that you are aware of, and comply with, the applicable requirements.

A. General LPM Terms

You agree that the following terms are applicable in relation to all Local Payment Methods made available by Airwallex, in addition to any Specific LPM Terms.

1. You may use, access and utilise a Local Payment Method to accept payments from Local Payment  Users for sales of your goods and/or services. 

2. Your use of the Local Payment Method is subject to:

2.1 these LPM Terms; 

2.2 successful registration for and continued right to use the Local Payment Method;

2.3 each set of Local Payment Rules; and

2.4 the Specific LPM Terms.

3. You shall be solely responsible for procuring the Supporting Infrastructure and Services, and in no event shall we or the Local Payment Provider be liable or responsible for any Supporting Infrastructure and Services and any and all related fees and costs shall be for your own account.

4. You shall use the Local Payment Method solely for the Local Payment Transactions that involve products and/or services properly registered with and approved by the Local Payment Provider. Failure to comply with this requirement may result in us terminating these General LPM Terms immediately (in whole or in part) and we will not be responsible for any loss suffered by you as a result of such termination.

5. You acknowledge and agree that: 

5.1 the Local Payment Provider reserves all right, title and interest in its and its affiliates' Intellectual Property Rights;

5.2 all rights not expressly granted to you are reserved and retained by the Local Payment Provider, its affiliates or its licensors, suppliers, publishers, rights holders, or other content providers; and

5.3 the Intellectual Property Rights of the Local Payment Provider and its affiliates may not be reproduced, duplicated, copied, licensed, sold or resold without the Local Payment Provider’s express written consent.

6. You acknowledge and agree that the Local Payment Provider shall own the Local Payment User Data, the Alternative Payment Provider’s Marks and all Intellectual Property Rights in or to Local Payment User Data. You undertake to assign or procure the assignment of all Intellectual Property Rights relating to Local Payment User Data to the Local Payment Provider or its nominee for this purpose immediately upon creation. You acknowledge and agree that the Local Payment User Data shall be deemed to be the Local Payment Provider 's confidential information and you shall only use the Local Payment User Data for the purpose of complying with your obligations under these LPM Terms.

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

8. You understand, acknowledge and agree that:

8.1 you shall ensure the accuracy and completeness of the information and records kept in relation to the Local Payment User and Local Payment Transactions. You shall keep such information records for a period of at least seven (7) years or such longer period as required by the Local Payment Rules from the date of the Local Payment Transaction;

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

8.3 you shall indemnify the Local Payment Provider, the Local Payment Provider's partners, and the Local Payment Provider's affiliated companies from and against any claim, suit, action, demand, damage, debt, loss, cost, expense (including litigation costs and attorneys’ fees) and liability (each an “Local Payment Method Claim”) arising from: (1) your use of the Local Payment Method; (2) any sale or purported sale of products or services by you through the Local Payment Method; (3) any breach by you of Applicable Law or mandatory codes, standards or best practice guidelines; or (4) any breach by you of these LPM Terms;

8.4 you shall use counsel reasonably satisfactory to us and/or the Local Payment Provider to defend each indemnified claim. If at any time we and/or the Local Payment Provider reasonably determine that any indemnified claim might adversely affect us and/or the Local Payment Provider, we or the Local Payment Provider may take control of the defence at our or the Local Payment Provider's respective expense. You may not consent to the entry of any judgement or enter into any settlement of an indemnified claim without our and/or the Local Payment Provider's prior written consent, which may not be unreasonably withheld;

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

8.6 where you register for any Local Payment Provider, you acknowledge and agree that the Local Payment Provider:

8.6.1 will settle the Aggregate Payment Amount to Airwallex in respect of any transaction submitted by Airwallex to such Local Payment Provider; and

8.6.2 may be discharged from its obligation to settle funds once it has settled the Aggregate Payment Amount to Airwallex;

8.7 the Local Payment Provider owes no direct obligations to you and shall not be responsible for any of your goods, services, actions or omissions or liable for your losses, expenses or charges;  

8.8 the Local Payment Provider makes no other representations or warranties of any kind, express or implied, to you; and

8.9 you shall not restrict the Local Payment User in any way from using the Local Payment Method at checkout at any sales channel, including but not limited to requiring a minimum or maximum purchase amount or implementing a surcharge, unless permitted by Airwallex in writing or required to do so by Applicable Law; and upon termination of our provision of a Local Payment Method, you shall stop offering Buyers that Local Payment Method at checkout, and shall remove all marketing and advertising material related to the relevant Local Payment Provider.

9. In connection with BNPL Transactions:

9.1 You shall:

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

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

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

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

9.2 You represent and warrant that, in connection with BNPL Transactions:

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

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

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

9.2.4 each assignment from you to us under Clause 10.1.3 above will be legal, valid, effective and enforceable.

9.3 Payment from the Buyer for the value of each BNPL Transaction under a BNPL Structure is owed to you by the BNPL Provider, and if the BNPL Provider does not settle any such payments to you, you will have recourse only against the BNPL Provider.

9.4 You acknowledge that neither Airwallex nor its affiliates (“Airwallex Group Companies”) provide any lending or credit facility to you or the Buyer by processing BNPL Transactions for you.

10. You agree the following additional terms will apply in connection with Direct Debit Product Transactions. 

10.1 We may enable you to use a Direct Debit Product to receive Payments.

10.2 To the extent required by the Applicable Laws and/or Local Payment Rules, you shall notify the Buyer that the Buyer’s bank account will be debited via direct debit to fulfill the Buyer’s payment obligation to you in accordance with the Direct Debit Authorization.

10.3 Where pre-notification is required under Local Payment Rules and/or Applicable Law:

10.3.1 You shall send the Buyers a pre-notification prior to collecting such Payment in accordance with the timeframe required under the Local Payment Rules and/or Applicable Law.

10.3.2 In case of recurring collections, the pre-notification may be sent only once, provided (i) the pre-notification clearly sets out the direct debit amount and the time schedule of the due dates; and (ii) there are no subsequent changes to this information.

10.3.3 We are not responsible, nor liable for you sending any pre-notification as required under any Local Payment Rules and/or Applicable Law.

10.4 You acknowledge that we may impose limits on the amounts that you may receive Payments for via a Direct Debit Product. We shall, at our sole discretion, determine such limits and may change the limits from time to time by providing written notice to you.

10.5 You acknowledge that the Direct Debit Products are not guaranteed payment methods, and there are risks of failed payments and disputes.

10.6 You shall:

10.6.1 comply with the Product Documentation and the Direct Debit Authorization;

10.6.2 be responsible for sending any pre-notification, notification, confirmation and/or any other relevant notice to your Buyers as required under the Local Payment Rules and/or Applicable Law;

10.6.3 if you collect payments from Buyers into your Global Account via a Direct Debit Product that requires a Direct Debit Authorization, execute such Direct Debit Authorization (if applicable) and shall procure that the Buyer executes such Direct Debit Authorization prior to using the Direct Debit Product for that purpose;

10.6.4 ensure the Supporting Infrastructure and Services comply with the requirements set out in the Product Documentation;

10.6.5 comply with all security measures as required or recommended under the Local Payment Rules; and

10.6.6 upon our request, promptly but in any event within the timeframe as we may reasonably require, provide us with any information relating to any Direct Debit Product Transactions and/or Direct Debit Authorisations.

10.7 In respect of the Direct Debit Product under the SEPA Direct Debit Scheme (if applicable), you shall:

10.7.1 obtain and use a Creditor Identifier when effecting a Direct Debit Product Transaction;

10.7.2 collect, process and store data related to the Direct Debit Authorization in accordance with the Local Payment Rules;

10.7.3 initiate Direct Debit Product Transactions in accordance with the relevant timing requirements set out in the relevant Local Payment Rules;

10.7.4 perform all operational tasks relevant to you under the Local Payment Rules;

10.7.5 effect all “Rejects”, “Returns” and “Refunds” (as each term is defined in the Local Payment Rules) in relation to the Direct Debit Product Transactions in accordance with the relevant Local Payment Rules; and

10.7.6 resolve any disputes concerning your underlying agreement and the related payments directly with the Buyer.

11. The provisions of these Terms, which by their nature and content, are intended, expressly or impliedly, to continue to have effect notwithstanding the completion, rescission, termination or expiration of these Terms, shall survive and continue to bind you and the Local Payment Provider.

12. Except for Airwallex's Affiliates and Payment Method Providers who can enforce the Merchant's obligations under these LPM Terms, a person who is not a party to these LPM Terms is not entitled to rely upon and enforce the representations, warranties and provisions of these LPM Terms.

13. In this section:

“Applicable Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption and other taxes, regulatory fees, levies (including environmental levies) or charges and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or services by the Merchant in connection with the Local Payment Method.

“Creditor Identifier” means a unique reference for each entity collecting payments by the SEPA Direct Debit Scheme.

“Direct Debit Authorization” means any agreement, mandate, or any other arrangement required under the Applicable Laws and/or Local Payment Rules to authorize one party to debit another party’s bank account via a Direct Debit Product.

“Direct Debit Product” means the use of direct debit under a Direct Debit Scheme as a method to receive payment from a Buyer.

“Direct Debit Scheme” means any local direct debit scheme we enable you to use from time to time.

“Intellectual Property Rights” means rights in, without limitation; (1) patents, design rights, copyright (including rights in computer software), database rights, trademarks, service marks, logos, moral rights, trade or business names, domain names, confidential information and knowledge and rights protecting goodwill and reputation, in all cases whether registered or unregistered; (2) all other forms of protection having a similar nature or effect anywhere in the world to the right described in (1); and (3) applications for or registrations of any of the above rights described in (1) or (2).

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

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

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

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

“Supporting Infrastructure and Services” means; (1) point-of-sale terminals, supporting hardware and other equipment; (2) terminal financing; (3) local supporting functions; and (4) any other hardware or software systems reasonably required for the purpose of use of the Local Payment Method by a Merchant.

B. Specific LPM Terms

The below list is not an exhaustive list of the Local Payment Methods offered by Airwallex, and there are Local Payment Methods for which there are no Specific LPM Terms.

• au PAY (Online Payment) Payment Service Terms of Use

• Afterpay / Clearpay Network Rules

• Afterpay Statement of Work No. 1 (Australia)

• Afterpay Statement of Work No. 1 (Canada)

• Afterpay Statement of Work No. 1 (United Kingdom)

• Afterpay Statement of Work No. 1 (United States)

• Airwallex Pay

• Convenience Store Payment Service Terms of Use

• DGFT Terms of Use

• iDEAL

• Klarna

• Internet Banking Service Terms of Use

• LINE Pay Payment Service Terms of Use

• Merpay Payment Service Terms of Use

• PayPay Online Payment Service Terms of Use

• PPRO Terms of Use

• SmartroPAY

• Tenpay (WeChat Pay)

Cards & Spend Management Terms

Formerly Issuing Terms

1. INTRODUCTION

1.1 These Cards & Spend Management Terms (the ‘Terms’) is a supplement to the Cards & Spend Management Terms (the ‘Customer Agreement’) and it must be read together with the Customer Agreement. These Terms together with the Customer Agreement govern the use of Airwallex cards (‘Cards’) by you (‘Customer’ or ‘you’) and your Additional Cardholders. These Terms are incorporated into and form part of the Customer Agreement as if set out in full in the Customer Agreement. Unless otherwise defined throughout and clause 9 of these Terms, all capitalised terms have the meanings given in the Customer Agreement.

1.2 You should also download a copy of these Terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these Terms (as well as the Customer Agreement), on our website www.airwallex.com.

1.3 The Card is issued by Airwallex (Netherlands) B.V. (‘Airwallex’, ‘us’ or ‘we’), which has its registered office at Herengracht 168, 1016 BP, Amsterdam, the Netherlands. Airwallex’s contact details are set out in the Customer Agreement.

1.4 You or any Authorised User may request that a Card be issued to you or any Additional Cardholder in accordance with clause 3. If we agree to your request, these Terms shall apply to the use of any Cards we issue to you or any Additional Cardholder. By applying for, or using, a Card, you confirm that you accept and agree to these Terms as it may be amended from time to time by Airwallex in accordance with the Customer Agreement. If you do not agree to the terms of these Terms, please do not apply for, or use, your Card.

2. USING THE CARD

2.1 Applying for a Card. You or an Authorised User may request a Card, to be issued in the form of a virtual card (‘Virtual Card’) or a physical card (‘Physical Card’) if we agree to the request:

(a) if you or an Authorised User requests a Virtual Card, a Virtual Card consisting of a 16-digit account number, expiry date and ‘(CVV/CVV2)’ code (the ‘Card Details’) will be made available to you through the Airwallex Platform; and

(b) if you or an Authorised User requests a Physical Card, a Physical Card will be sent to you in the mail to the address given to us at the time of request.

2.2 Your Card is linked to your Wallet and can be used to pay for goods and services using the balance of your Wallet. We will not set up a separate account in connection with your Card. The Card is not a credit card and can only be used for purchases up to the value of your Wallet balance at any given time. Before making a Payment you must therefore ensure that your Wallet has sufficient balance as we will not provide you with any credit in connection with your use of the Card.

2.3 You must only use your Card for lawful purposes. All Cards remain our property and we may request that you return all Cards to us at any time.

2.4 Virtual Card. A Virtual Card may be used to make purchases over the phone or the internet or in any ‘card not present transaction’ by entering your Card Details where Visa is accepted as a means of payment. A Virtual Card cannot be used to make a payment in person or in any transaction which requires the use of a Physical Card. Virtual Cards may be issued for one time use (meaning they can only be used for a single transaction) or can be issued so that they can be used repeatedly until the expiry date.

2.5 Physical Card. When you receive a Physical Card, you must sign the back of the Card and activate the Card. Physical Cards may be used in the same way as a Virtual Card and may also be used for in store and card present transactions where Visa is accepted electronically. We may not permit the Card to be used for manual or offline transactions. If the Card functionality will be so limited we will notify you of this at the time we approve you for a Physical Card.

2.6 If your Physical Card has the payWave logo present, you may be able to make transactions by tapping your Card against the contactless reader at a participating merchant. If your purchase is under €45 you may be able to transact without entering your PIN, subject to our internal controls. If it is over €45 you must enter a PIN.

2.7 Pre-authorisation. You may pre-authorise the estimated amount of (or a certain percentage of) the final amount of a Card transaction with a merchant. The amount of the pre-authorisation may be reflected in the balance of your Wallet and may be made unavailable for future purchases. Any portion of such pre-authorised amount which is not applied towards the payment of goods or services will then be made available to you.

2.8 Currency conversion. Your Card may be used to make purchases in Direct Billing Currencies and Visa Supported Currencies.

2.9 If your transaction is in at：

a) Direct Billing Currency, the amount of your transaction shall be deducted from the balance of your Wallet in that Direct Billing Currency. If you do not have sufficient balance in the relevant Direct Billing Currency and you have automatic FX Exchange Rate conversions enabled for a Card, Airwallex will:

(i) automatically convert the transaction currency to your Home Currency at the prevailing FX Exchange Rate plus the Automatic Conversion Fee, as defined in the Fee Schedule; and

(ii) deduct the transaction amount from the Wallet balance of your Primary Currency.

b) Visa Supported Currency, the amount of your transaction will be converted: (i) to USD by Visa using the prevailing foreign exchange rates determined by Visa for that transaction; and (ii) Airwallex then converting that amount to the Home Currency at the then prevailing FX Exchange Rate and deducting from the balance of your Wallet maintained in your Home Currency. You acknowledge and agree that we have no control over the rates selected by Visa and Visa may charge you a fee as part of this conversion process.

2.10 Refunds. If you receive a refund on a card payment in a Supported Currency that you are permitted to hold in your Wallet, we will credit your Wallet in that currency. If you receive a refund in anything other than a Supported Currency that you are permitted to hold in your Wallet, that amount will be converted into your Home Currency before being credited to your account at an exchange rate determined by Visa (which may be different to the exchange rate for the original transaction). Generally, transactions made in one currency must be refunded in that same currency. Refunds of transactions made through your Card shall be credited to the balance of your Wallet and may not be made through other means (for example, through cash).

2.11 Merchant surcharges. In some instances you may also be charged a surcharge by merchants in connection with the use of your Card. The surcharge may be applied once you have confirmed the amount of the transaction. This surcharge may appear as a separate transaction or as part of the entire purchase amount. Once you have confirmed the transaction you will not be able to dispute the surcharge amount.

2.12 Authorisation and Suspension. Transactions on your Card may require our authorisation. We may in our reasonable discretion deny authorisation and/or suspend the use of your Card because the balance of your Wallet is insufficient, the transaction exceeds any transaction limit in connection with your Card from time to time, we suspect that there is fraud or a security issue or we suspect that your Card is being used for an illegal purpose or you have materially breached the Customer Agreement, these Terms or any Additional Terms. We will give you notice of any suspension and the reasons for such suspension as soon as we can. Where possible we will do this before the suspension is put in place, or immediately after, unless it would compromise our reasonable security measures or otherwise be unlawful. We will lift the suspension as soon as practicable after the reasons for the suspension have ceased to exist. We will allow you to use or if necessary replace the Card as soon as practicable after the reasons for stopping its use cease to exist. Before we authorise a transaction we may require you to confirm your identity by following certain steps specified by us. You acknowledge and agree that we are not liable to you or any other person for any loss suffered as a result of an authorisation not being granted.

2.13 Expiry date. Unless you tell us not to, we may automatically issue a new Card prior to the expiry date of an existing Card, but we are not obliged to do so. You must not use a Card after its expiry date.

2.14 Goods and Services. We are not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with the Card. We are not liable for any loss arising from any merchant refusing to accept your Card. Any complaints about any goods or services purchased with a Card must be resolved directly with a merchant.

2.15 Transaction and Card limits. We may from time to time agree transaction limits on your use of the Card which may be on a per day or per transaction basis. Other third party organisations may impose additional restrictions on the amount of your transactions. We may also place limits on the number of Cards you can request from us each month or that you may have active at any one time.

3. CARD MANAGEMENT; ADDITIONAL CARDHOLDERS

3.1 Who may request Cards. You and each of your Authorised Users which are authorised by you to request Cards may request a Card be issued to you or an Additional Cardholder. If you are not a Consumer, cards may (a) be issued to Additional Cardholders that are your employees and (b) for use in connection with your business and (b) only be issued for business purposes and may not be issued to any person that is not your employee.

3.2 You must or you must ensure that we will be provided with the following details of an Additional Cardholder including: name, address, phone and email address and any other contact or identification information of the Additional Cardholder that we may reasonably require. You must inform us promptly if any details previously provided about an Additional Cardholder change or are incorrect. You will ensure that your Additional Cardholders comply with the Customer Agreement and these Terms and in respect of your obligations and liabilities under this agreement and for such purposes any references to:

(a) ‘you’ shall (where the context requires) be read as including your Additional Cardholders; and

(b) any reference to ‘your Card’ or ‘Card’ shall (where context requires) include Cards issued to Additional Cardholders.

3.3 We may in our discretion refuse to issue a Card to an Additional Cardholder (for example, where we have not been provided with information we have requested about the Additional Cardholder) or limit the number of Additional Cardholders in connection with your Wallet.

3.4 Your liability for Additional Cardholders. You acknowledge and agree that you are liable for all transactions made by an Additional Cardholder using a Card. You are also bound by all requests made by an Authorised User for us to issue a Card.

3.5 Cancelling a Card. You or any Authorised User which are authorised by you can view details of the Cards that have been issued in connection with your Wallet and you or any Authorised User which are authorised by you may request that any of those Cards be cancelled or temporarily suspended at any time.

3.6 You will however remain liable for all transactions made through your Card prior to its cancellation and for all transactions posted to your Wallet in respect of the period up until the Card is cancelled.

3.7 Card restrictions. You may request us to place a special restriction on:

(a) the maximum amount for a transaction that may be conducted using a Card;

(b) the place at which, or merchant with which, a Card may be used.

Such a request must be made to us in writing or, if we permit, through the Airwallex Platform. We will inform you if we approve the request.

3.8 It is your obligation to notify each Authorised User of any restrictions that apply to a Card and the rules regarding the use of Cards.

4. SAFETY AND SECURITY

4.1 You must:

(a) only allow Authorised Users authorised to use a Card issued to you to use that Card and not any other person;

(b) only allow an Additional Cardholder to use a Card that has been issued to them to use that Card and not any other person;

(c) not give your PIN to anyone else;

(d) not use identifiable numbers which could be easily guessed by someone else for your PIN;

(e) regularly monitor your account to make sure no unauthorised transactions have occurred;

(f) not record the PIN on anything carried with your Card or on anything liable to loss or theft simultaneously with your Card, unless you make a reasonable attempt to protect the security of the PIN; and

(g) if your Card is lost or stolen, if you suspect that someone else knows your PIN or your Card Details, or if you think your Card, Card Details or PIN may be misused, stop using the Card and contact us immediately.

4.2 You must also comply with any additional security requirements we notify to you from time to time.

4.3 We may disclose any information we believe to be reasonable to law enforcement agencies if we suspect there has been any unauthorised use, misuse or fraud in connection with your Card.

5. HOW TO REPORT A LOST OR STOLEN CARD OR UNAUTHORISED USE

5.1 If you believe your card has been lost or stolen or used without your authorisation you must notify us immediately by:

(a) emailing us at: [email protected]

(b) telephone: +31 850 003 369

5.2 We may request additional information from you in connection with any misuse of your card including date of transaction(s), amount(s), details of the merchant and any other details that may assist us in investigating your claim. You agree that you will cooperate with us in investigating any claims in connection with the misuse of your card.

6. LIABILITY

6.1 Subject to the terms of the Customer Agreement, you are liable for all transactions made by you, any Additional Cardholders or Authorised Users using a Card until such time as such Card expires or is cancelled.

6.2 Without limiting any clause of the Customer Agreement, you will be liable for all unauthorised transactions where you have contributed to the loss by:

(a) breaching or compromising the security of your Card, PIN, Card Details or your Wallet including by breaching clause 4 above; or

(b) delaying the reporting of the loss, theft or misuse of your Card, PIN or Card Details,

in which case you will be liable for all losses until such time as you notify us of the loss, theft or misuse of your Card. If you are not a Corporate Customer, this clause 6.2 applies to you only if you have acted fraudulently, or have intentionally or through gross negligence, failed to keep your PIN and Card Details safe and secure.

6.3 We are not responsible for any decision by a merchant to accept or reject the use of a Card or for any charges incurred by any user of a Card who does not, in fact, have sufficient authorisation from you to use the Card.

7. CHARGEBACKS

7.1 We may be entitled to seek to reverse (chargeback) transactions made through your Card where you have a dispute with the merchant that supplied the goods or services. For example, you may be entitled to reverse a transaction where the merchant has not provided you with the goods or services you paid for and you have tried to get a refund from the merchant and were unsuccessful.

7.2 To avoid losing any rights you may have to dispute such a transaction, you should:

(a) tell us as soon as possible after the date of the transaction; and

(b) provide us with any information we ask for to support your request.

7.3 If we are satisfied after investigation that you are entitled to reverse a transaction, the amount initially debited for the transaction will be credited to the Wallet in the original currency of the transaction if that currency is a Supported Currency that you are permitted to hold in your Wallet. If the same currency is not a Supported Currency that you are permitted to hold in your Wallet at the time of the reversal, the amount will be credited in the Home Currency using the then prevailing exchange rates determined by Airwallex. If the currency of the original transaction is a Visa Supported Currency, that amount will be converted by Visa into your Home Currency.

7.4 You should notify us immediately of a disputed transaction. The operating rules of the Payment Networks impose time limits for raising a dispute. Generally, under these rules Airwallex must lodge a fully detailed claim on your behalf within 120 days. If you do not notify us and provide us with sufficient information, we may be unable to investigate or lodge a claim in time in which case you will be liable for the transaction. It is your responsibility to review carefully your transaction history. We are not responsible for any loss to you if you do not ask us to reverse a transaction in time.

7.5 To notify us of a disputed transaction, please contact us and request a transaction dispute form and send the completed form to Airwallex at Airwallex Card Transaction Disputes by either:

Mail: Herengracht 168, 1016 BP, Amsterdam, the Netherlands

Email: [email protected]

7.6 Please assist us by providing as much information as you can. Once we have received your completed form and associated information, we can only investigate the transaction on your behalf when the transaction has settled. Settlement of a transaction is evident when a post date is recorded in the Wallet. Our aim is to acknowledge receipt of your dispute form within 5 business days of receipt. However, the investigation of your disputed transaction may take longer.

8. AMENDING THIS AGREEMENT. For the avoidance of doubt, these Issuing Terms may be amended as set out in the Customer Agreement.

9. EXPENSE MANAGEMENT & BILL PAY

9.1 Permissions. Through the Airwallex Platform, the Customer may assign permissions to Authorised Users to:

(a) review and approve Card Transactions made by Cardholders; and/or

(b)review and approve invoices submitted by the Customer’s employees,

(together, the “Expense Management Permissions”).

9.2 The Customer is responsible for ensuring that any Authorised User that is assigned Expense Management Permissions has the necessary authority to act in such a capacity. Airwallex shall be entitled to rely on actions taken by any Authorised User in accordance with the Expense Management Permissions assigned to them by the Customer and the Customer shall be bound by such actions.

9.3 The Customer may revoke any Expense Management Permissions assigned to an Authorised User by updating the Expense Management Permissions through the Airwallex Platform.

9.4 Expenses. Cardholders may submit receipts or other documentation relating to Card Transactions through the Airwallex Platform for Authorised Users to review in accordance with the Expense Management Permissions.

9.5 Bill Pay. The Customer’s employees may submit vendor invoices through the Airwallex Platform for Authorised Users to review in accordance with the Expense Management Permissions. After reviewing and approving a vendor invoice, an Authorised User can pay the invoice by initiating a Payout in accordance with the Treasury Management Terms.

10. DEFINITIONS

In these Terms, the following definitions apply:

Additional Cardholder means a person to whom we have issued a Card to access the balance of your Wallet at your request.

Card means a Physical Card or Virtual Card as the context requires.

Card Details has the meaning given in clause 2.2.

Home Currency means, with respect to a Card, the Supported Currency that Airwallex permits you to nominate from to time to time or that Airwallex nominates for you by default.

Payment Network means Visa and any other similar scheme.

PIN is the personal identification number we issued to you to use with your Physical Card when making in store or card present transactions.

Physical Card has the meaning given in clause 2.2.

Supported Currency means, with respect to a Card, AUD, CAD, CHF, EUR, GBP, HKD, JPY, NZD, SGD, and USD.

Virtual Card has the meaning given in clause 2.1(a).

Visa means Visa Inc. and its affiliates.

Visa Supported Currency means a currency supported by Visa in which payments may be made using the Card that is not a Supported Currency that you are permitted to hold in your Wallet.

Apple Pay Terms

1. These Terms

1.1. The Accountholder agrees with Airwallex (Netherlands) B.V. (Chamber of commerce no. 77519256) ("Airwallex", "we", "our" or "us") to these terms ("Terms") when:

(a) an Accountholder adds an Airwallex Card for use in Apple Pay on an Accountholder’s eligible Apple Device; or

(b) an Additional Cardholder adds an Airwallex Card linked to the Accountholder’s account for use in Apple Pay on the Additional Cardholder’s Apple Device.

1.2. These Terms apply to the use of the Airwallex Card on the eligible Apple Device by the Cardholder. The Accountholder is responsible for the use of all Airwallex Cards by Additional Cardholders.

1.3. These Terms apply in addition to the Account Terms that apply to the Accountholder. The Accountholder shall procure that Additional Cardholders use Airwallex Cards in accordance with the Accountholder’s obligations under these Terms and the Account Terms. These Terms (together with the Account Terms) govern the use of Airwallex Cards in Apple Pay by the Accountholder (and any Additional Cardholders). Unless otherwise defined in these Terms, all capitalised terms have the meanings given in the Account Terms.

2. Adding and removing an Airwallex Card

2.1. An Accountholder can add an Airwallex Card to Apple Pay on an eligible Apple Device and any Additional Cardholder can add an Airwallex Card to the Additional Cardholder's eligible Apple Device, provided that:

(a) we can verify the Accountholder’s identity or the Additional Cardholder's identity (as applicable); and

(b) the Airwallex account of the Accountholder is in good standing, in each case, to the extent required by Airwallex at its discretion.

2.2. The Accountholder can remove an Airwallex Card linked to the Accountholder’s Wallet from Apple Pay at any time and an Additional Cardholder can remove their Airwallex Card from Apple Pay at any time.

2.3. Airwallex may remove or disable any Airwallex Card provisioned to Apple Pay at any time in accordance with Airwallex’s standard policies and procedures or in any other circumstance where Airwallex has determined it has a reasonable basis to do so.

3. Using an Airwallex Card with Apple Pay

3.1. Once an Airwallex Card is added to Apple Pay, the Cardholder can use Apple Pay to make transactions where Apple Pay is supported by the merchant. This is done by using the relevant Apple Device in place of a Physical Card at a contactless POS (point of sale) terminal for in-person transactions ("In-person Transaction") or by using the Airwallex Card to pay with Apple Pay in an application on an Apple Device or other online platforms ("Online Transaction"). Depending on the value of the transaction, Online Transactions may require the Apple Device to be unlocked prior to making the transaction, and In-person Transactions may require:

(a) the Cardholder to enter their Airwallex Card PIN; or

(b) the Cardholder to have unlocked the phone at a point prior to attempting a transaction.

3.2. Apple Pay may not work when the Apple Device is not within range of a cellular or wireless internet connection, and if the Apple Device has not had a cellular or wireless internet connection for an extended period of time, there may be a delay in time before Apple Pay works once reconnected.

3.3. The Cardholder agrees with Apple how to approve a payment, for example by using the Passcode.

4. Security and the Cardholder’s liability

4.1. Any person who has access to a Cardholder’s Apple Device may be able to make transactions using an Airwallex Card registered in Apple Pay.

4.2. If an Airwallex Card is registered for Apple Pay on any eligible Apple Device, the Cardholder is responsible for ensuring that:

(a) where applicable, only the Cardholder's biometric identifier (including a fingerprint or facial detection) is registered on the Apple Device (and no other person's biometric identifier is registered);

(b) the Apple Pay wallet is not shared with anyone and is used only by the Cardholder;

(c) the Cardholder keeps the Passcode for the Cardholder's Apple Device secure in the same way as a Cardholder would a banking password or PIN secure, including by:

(i) not sharing it with anyone; and

(ii) not acting with extreme carelessness in failing to protect the security of the Passcode.

(d) the Cardholder keeps the Apple Device safe and secure (including by locking it when not in use or when it is unattended and by installing up-to-date anti-virus software on it where applicable);

(e) the Cardholder removes any Airwallex Cards from the Cardholder's Apple Device before disposing of the Apple Device;

(f) when using or logged onto Apple Pay the Cardholder does not leave the Apple Device unattended; and

(g) the Cardholder takes all other necessary steps to prevent unauthorised use of Apple Pay.

4.3. If a Cardholder fails to comply with any of the requirements in this clause 4, and another person authorises a transaction from the Cardholder’s Apple Device, the Cardholder is taken to have authorised that person to transact on the Airwallex Card using Apple Pay. This means that any Apple Pay transaction initiated by that person in these circumstances will be considered as authorised by the Cardholder, and, as a result, will not constitute an unauthorised transaction under the Account Terms. Note that this could result in significant loss or liability in relation to such transactions.

4.4. The Accountholder is required to, and will procure that the Additional Cardholder will, contact us if:

(a) a Cardholder suspects that their Apple Device is lost or stolen;

(b) a Cardholder’s Apple Device's mobile service is suddenly disconnected without the

Cardholder’s permission (which may indicate that the Cardholder has been subject to mobile phone porting); or

(c) a Cardholder suspects that a security breach in relation to their Apple Device or Apple Pay, or that an unauthorised person has used the Passcode for an Apple Device, Airwallex Card PIN or the Cardholder’s other credentials to access Apple Pay.

4.5. Based on the Cardholder’s report, we will suspend the use of the Cardholder’s Airwallex Card with Apple Pay. This helps to protect the Accountholder and/or Additional Cardholder (as applicable) as much as possible from additional loss or liability.

4.6. The Account Terms which deal with unauthorised transactions apply to the use of an Airwallex Card with Apple Pay.

5. Fees and charges

There are no additional fees charges for the use of Apple Pay. Cardholders are responsible for all third party charges associated with the use of Apple Pay (such as certain transactions in a currency not directly supported by Airwallex or carriage or mobile data charges).

6. Block, suspension and cancellation of Airwallex Cards in Apple Pay

6.1. Airwallex may block, suspend or cancel an Airwallex Card in Apple Pay:

(a) if Airwallex reasonably suspects fraud;

(b) if an Airwallex Card is canceled, blocked or suspended;

(c) if the Accountholder is in default under the Account Terms or these Terms including,but not limited to, where an Additional Cardholder has caused such default;

(d) if Airwallex determines that such block, suspension or cancellation is required by applicable laws (such as anti-money laundering and counter-terrorism financing laws, or sanctions laws) or Airwallex’s internal policies and procedures that relate to such laws;

(e) if directed to so by Apple or by the applicable card network (for example, in circumstances of suspected fraud);

(f) ifAirwallex's arrangements with Apple regarding Apple Pay cease or are suspended; or

(g) for any other reason.

More circumstances in which an Airwallex Card may be blocked, suspended or terminated (including through Apple Pay) are set out in the Account Terms. Airwallex may take such action in relation to an Additional Cardholder’s Airwallex Card even where the Additional Cardholder is not a party to the Account Terms.

7. Data collection and privacy

7.1. Airwallex may collect information relating to a Cardholder’s Apple Device (including app version, device type and model, operating system and security information such as whether the Cardholder has obtained root access):

(a) to ensure that the Airwallex Card properly functions in Apple Pay;

(b) for security purposes and to identify fraud;

(c) for Airwallex to better provide assistance to a Cardholder; and

(d) to tell a Cardholder about other products or services that may be of interest to the Cardholder.

7.2. We may also exchange information with Apple and our other service providers:

(a) to enable the use of the Airwallex Card with Apple Pay and to improve Apple Pay generally; and

2. (b) about persons involved in suspected security breaches or fraud.

7.3. If a Cardholder does not want us to collect or disclose this information as described, the Cardholder should not register an Airwallex Card for use in Apple Pay. If the Cardholder does not want to receive marketing information, please contact us. Airwallex’s contact details are set out in the Account Terms.

7.4. The Account Terms and Airwallex’s Privacy Policy contain information about our collection and handling of a Cardholder’s information.

7.5. Once an Airwallex Card is registered to a Cardholder’s Apple Device, Apple may access the Cardholder’s personal information regarding the use of that Airwallex Card through Apple Pay. Please see Apple's privacy policy at https://www.apple.com/legal/privacy/en-ww/.

8. Apple Pay provided by Apple

8.1. Apple Pay is provided by Apple, not by Airwallex.

8.2. Airwallex's obligation to a Cardholder in relation to the functionality of Apple Pay is limited to securely supplying information to Apple in order to allow the use of an Airwallex Card through Apple Pay.

8.3. We are not otherwise liable for the use, functionality or availability of Apple Pay, any Apple Device, the availability of compatible contactless readers at merchant locations, or a reduced level of service caused by the failure of third party communications and network providers.

8.4. The Cardholder will need to agree to Apple’s terms and conditions in order to use Apple Pay, which terms will govern the relationship between the Cardholder and Apple for the use of Apple Pay.

9. Airwallex's liability

Without limiting the Account Terms, to the extent permitted by applicable law, Airwallex will not be liable for any loss arising from a Cardholder’s use of Apple Pay to the extent that the loss was caused by:

(a) a Cardholder’s fraud, negligence or intentional misuse of an Airwallex Card, an Apple Device or Apple Pay; or

(b) a Cardholder’s use of Apple Pay or the Apple Device in a manner that is not permitted by Apple (for example, by obtaining root access to the relevant Apple Device); or

(c) a reduced level of service caused by matters beyond our reasonable control (for example, those caused by third party software and network providers).

10. Changes to these Terms

10.1. Airwallex can change these Terms by giving the Accountholder notice as described below. Such changes will not increase the Accountholder’s liability for transactions already conducted in relation to the use of an Airwallex Card in Apple Pay before the time of such notice.

10.2. Airwallex may immediately make changes required to immediately restore or maintain the security of a system or individual facility without prior notice. We will notify the Accountholder of such changes as soon as practicable.

10.3. Airwallex may make changes to these Terms by giving the Accountholder at least one or two months’ notice (as applicable to you under the Account Terms), including changes which:

(a) impose or increase our charges relating solely to the use of an Airwallex Card in Apple Pay;

(b) increase a Cardholder’s liability for losses relating to transactions conducted using an Airwallex Card in Apple Pay; or

(c) impose, remove or change a Cardholder’s daily transaction limit or other periodical transaction limit applying to the use of an Airwallex Card in Apple Pay.

10.4. Notice may be given by letter, email or by electronic means as set out in clause 11 below or any other manner that is not prohibited by applicable law.

10.5. The current version of these Terms will be available at www.airwallex.com. 11. Communication via SMS or Apple Pay

Without limiting any other means of communicating with an Accountholder under the Account Terms, we may communicate with any Cardholder by sending an SMS to an Apple Device, an email to the email address a Cardholder has provided to us or by writing to a Cardholder at the address last provided to us. The SMS or notice may include a link to further detailed information on our website.

12. Severability and governing law

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

12.2. These Terms are governed by and will be construed in accordance with the laws of the Netherlands. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Amsterdam, the Netherlands over any dispute, controversy or claim (including non-contractual claims) arising under or in connection with these Terms.

13. Acknowledgment

The Accountholder acknowledges that these Terms form part of the Additional Terms for the purposes of the Account Terms. The Accountholder is responsible and liable for all activity of their Additional Cardholders, including the use of Airwallex Cards by Additional Cardholders under these Terms. For the avoidance of doubt, an Additional Cardholder is not a party to the Account Terms and does not become a party to the Account Terms merely by agreeing to these Terms.

14. Trademark acknowledgement

Apple, Apple Pay, Apple Watch, iPad and iPhone are trademarks of Apple Inc., registered in the U.S. and other countries and regions.

15. Definitions

In these Terms:

Account Terms mean any terms and conditions applicable to the use of Airwallex’s services found on our website at www.airwallex.com, including, but not limited to, the Payout and FX Terms, the Issuing Terms and any specific terms applicable to the use of an Airwallex Card in a particular region.

Accountholder means the entity described as the ‘Customer’ in the Account Terms who is ultimately responsible for the use of Airwallex Cards by the Accountholder and Additional Cardholders in connection with the Accountholder’s Airwallex account.

Airwallex Card means a virtual or physical card issued by Airwallex through the Visa payment scheme which is not expired, blocked, suspended or canceled.

Apple means Apple Retail Netherlands B.V. and/or its related bodies corporate and affiliates.

Apple Device means a device such as an iPhone, iPad or Apple Watch, manufactured by Apple using an Apple operating system, which Airwallex determines is eligible for the registration of Airwallex Cards to be used in Apple Pay.

Apple Pay means the mobile payment and digital wallet service created by Apple that lets users make payments using certain Apple Devices and credit cards or debit cards registered on such Apple Devices.

Cardholder means the Accountholder and any Additional Cardholder who has been issued an Airwallex Card by Airwallex.

Passcode means anything required to unlock an Apple Device, including a password, passcode, pattern or biometric identifier (where applicable).

Embedded Finance User Terms Individuals Airwallex (Netherlands) B.V.

Download PDF

These Embedded Finance Terms apply to your use of our Embedded Finance Solution. The Embedded Finance Terms only apply to you if you are an individual not acting in the pursuit of business. Airwallex’s Embedded Finance Solution enables you to make use of the Airwallex payment services through a user interface that is operated by a Platform.

The Connected Account Terms consist of the following parts:

1. General Terms: the General Terms comprise of general terms that apply to your use of all the Airwallex services. The General Terms contain for example rights and obligations in relation to Airwallex and the services we provide, your Airwallex account, how we keep the account safe and secure, and what you are responsible for.

2. Connected Account Terms: the Connected Account Terms contain arrangements to connect you, and the Airwallex services to the Platform, and the services the Platform provides to you. 

3. GTPN Terms: the GTPN Terms contain rights and obligations in relation to the following payment services: collecting funds into your account, making payouts out of your account, and carrying out FX conversions.

4. Issuing Terms: the Issuing Terms only apply if you receive a card from Airwallex. These terms contain rights and obligations in relation to using your Airwallex card.   

You should also download a copy of these Embedded Finance Terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these and other terms (as well as the documents below) on our website www.airwallex.com.

GENERAL TERMS

1 These General Terms

1.1 The Airwallex General Terms ('General Terms') contain terms and conditions governing the relationship between you ('Customer/you') and Airwallex (Netherlands) B.V. ('Airwallex'/'us'/'we') that apply to our Services (which we describe in clause 3). Please read these General Terms carefully and contact us if anything is unclear. The Customer and Airwallex will individually be referred to as a Party, and together, as Parties.

1.2 Please refer to clause 19 for a list of the definitions used in these General Terms.

1.3 You should also download a copy of these General Terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these General Terms (as well as the documents below) on our website www.airwallex.com.

1.4 Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with these General Terms:

a. Acceptable Use Policy; and

b. Privacy Policy;

c. any other terms referenced in these General Terms.

1.5 If we need to send you information in a form that you can keep, we will either send you an email or provide information on our website or via the Airwallex Platform that you can download. Please keep copies of all communications that we send to you.

2 Who are we and how to contact us

2.1 Our company information. The Services are offered by Airwallex (Netherlands) B.V. (Chamber of commerce no. 77519256), which has its registered office at Herengracht 168, 1016 BP Amsterdam, the Netherlands. Airwallex is licensed as an e-money institution (elektronischgeldinstelling) to issue e-money and to provide the payment services. Airwallex is licensed and supervised by the Netherlands Central Bank (De Nederlandsche Bank N.V., "DNB") with address: Westeinde 1, 1017 ZN, Amsterdam, P.O. Box 98, 1000 AB Amsterdam, the Netherlands and is also supervised by the Netherlands Authority for Financial Markets (Autoriteit Financiële Markten) with address: Vijzelgracht 50, 1017 HS Amsterdam, the Netherlands. You can find our license registered in the public register of DNB via www.dnb.nl.

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

a. emailing us at: [email protected].

b. sending mail to us at: Herengracht 168, 1016 BP Amsterdam, the Netherlands.

c. sending us a message through the contact links on our website: www.airwallex.com.

d. by telephone on the phone number: +31 85 0003 369.

e. via the Platform (if applicable).

2.3 How we will contact you. All notices, demands and other communications will be made by us to you by using the contact details you provided when you registered or such other contact details that you provide to us from time to time, via one of the ways described below. Please keep your contact details up to date. By accepting these General Terms, you agree to receive (electronic) communications from us through:

a. registered or certified first-class mail, return receipt requested; 

b. the Airwallex Platform to the extent that this is enabled;

c. email;

d. SMS; 

e. the Platform (if applicable); and/or

f. other reasonable means of notices as communicated to you from time to time by or on behalf of Airwallex.

3 Services

3.1 Airwallex provides various types of Services which you may choose to use from time to time. These Services may include an e-money wallet, foreign exchange services, issuance of a payment card and technology services. By using the Services you agree to any additional terms specific to the Services you use ('Additional Terms'). The Additional Terms, together with these General Terms and the Fee Schedule, become part of your agreement with us (collectively, the 'Agreement').

3.2 Creating your Airwallex Profile. In order to use the Services, you must provide the necessary information (as prompted through the Airwallex Platform or as otherwise requested by Airwallex) to register and create an Airwallex Profile. If required by Airwallex, you must provide the bank account details to be linked to your Airwallex Profile.

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

3.4 You can only have one Airwallex Profile, unless we agree otherwise in writing. If we discover that you have more than one Airwallex Profile, in our discretion, we may either merge or close any duplicate profiles, or terminate (opzeggen of ontbinden) any Services provided if we reasonably believe you have opened them in order to improperly bypass any restrictions in the Services.

3.5 Creating a Wallet or Global Account. Once we have created your Airwallex Profile, you can submit a request to open a Wallet and/or Global Account by logging on to the Airwallex Platform and providing the necessary information, including any additional information that Airwallex may reasonably require from time to time. You may also need to agree to Additional Terms. We will advise you of this requirement, if relevant, when you request to open a Wallet and/or Global Account.

3.6 Airwallex may, acting reasonably, and so far as is permitted under any relevant Additional Terms, place interim or permanent restrictions on the use of all or any part of the Services as necessary depending on certain regulatory requirements, the country of residence or identity verification checks, as described in the Acceptable Use Policy. Such restrictions will be communicated to you, at the time the restriction is put in place. If that is not practical due to urgent or unforeseen circumstances or not permitted by law, we will communicate the restrictions to you promptly after the restriction is put in place or after it has become permitted to do so. In addition, Airwallex may be required to respond to and comply with binding and effective orders affecting your use of the Services, including but not limited to, orders or notices issued by a court, regulator, or any government agency ('Orders'). As required to comply with an Order, Airwallex may take certain actions including but not limited to holding payments, releasing funds, or disclosing data or information about you and your transactions to a Regulator. Unless prohibited by Applicable Law, Airwallex will make reasonable efforts to notify you of any such action.

3.7 Supported Currencies. Our Services relate to a range of Supported Currencies. The Supported Currencies may differ depending on the Service. More information about the Supported Currencies for each Service  are available on www.airwallex.com or the Airwallex Platform.

4 Changes to the General Terms

4.1 We can make a change to these General Terms for any of the following reasons (provided any such change is a reasonable and proportionate response to a change that is affecting us or that we reasonably think will affect us):

a. because of a change in Applicable Law or the Network Rules, for example we may have to change our requirements for keeping our Services safe to meet new, higher standards set under Applicable Law;

b. if we are no longer able to provide some or all of our Services under Applicable Law or the Network Rules;

c. if the change benefits you, for example when introducing new products or services or improving existing ones;

d. to reflect the way our business is run, or any Services are provided, as a result of changes in technology or payments infrastructure (including the systems and third-party providers we use);

e. in response to possible risks to the security of our Services, for example by changing the security steps you need to follow to access the Services; or

f. to respond to any other change that affects us, provided that it is reasonable to pass on the effects of the change to you, for example to reflect developments in digital payments.

4.2 We may make reasonable and proportionate changes for any other reason that we cannot foresee, for example to respond to changes in our industry that affect how we will deliver the Services.

4.3 We may also make changes to these General Terms as necessary to ensure that they comply with Applicable Law or applicable Network Rules.

4.4 Subject to clause 4.5:

a. we will tell you about a change to these General Terms at least two months before it takes effect; and

b. if you do not accept the change you can end these General Terms (without charge) by notifying us before the change takes effect; or

c. if you do not object to the change we will take that as your acceptance of the change.

5 Customer due diligence

5.1 To meet our obligations under Applicable Law, before we provide our Services to you and from time to time during our provision of Services to you, we will carry out customer due diligence checks on you together with any parties involved in your transactions or use of the Services. Where we reasonably require information, you must provide us with complete, accurate, and up-to-date information at all times, including any information we require to verify the authenticity of transactions such as supporting invoices. You will promptly provide any additional information we reasonably require at any time. For example, we may request information to confirm the authenticity of certain transactions. You acknowledge that we will not provide you with any of our Services until we have received all the information we reasonably require. We will not be responsible for any loss arising out of your failure to do so.

5.2 You agree that we may make, directly or using a third party, any inquiries we reasonably believe are necessary to verify information you provide to us.

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

a. successful completion of the initial, and any further customer due diligence checks including credit reports that we reasonably require in order to meet our obligations under Applicable Law or that we reasonably require in order to reduce our risk of suffering losses as a result of providing you with our Services; and

b. (if applicable) there being no material changes to your credit status during the term of the General Terms.

6 Safety and security

6.1 Keep your Wallet safe. In order to use the Airwallex Platform, you must log in using the unique password and any multiple-factor authentication we provide you with. You must take reasonable steps to store all log-in information and passwords to access the Airwallex Platform safely and securely at all times and not allow any other person to access the Services.

6.2 Contact us if you suspect your Wallet, Global Account or Card may be compromised. You must contact us as soon as possible by email to [email protected] and change your password if you suspect:

a. your Wallet, Global Account, Card or access to the Airwallex Platform or other security credentials are stolen, lost, used without your authorisation or otherwise compromised; or

b. someone else finds out your log-in information and password for your access to the Services.

6.3 If you do not notify us promptly:

a. you may be responsible for any losses that occur as a result of such unauthorised or fraudulent use, unless we are required to refund you under clause 7 of these General Terms; and

b. it may affect the security of your or access to the Airwallex Platform.

6.4 Other times you will need to contact us. All of your activity in using our Services is displayed in the Airwallex Platform. You must contact us by email to [email protected] without undue delay  after becoming aware of to report any (i) suspected or actual unauthorised transaction, (ii) incorrectly initiated or executed transactions such as those having not been executed or having been executed late, (iii) certain charges and interest you are liable to pay as a result of such transactions, or (iv) other security concerns regarding the Airwallex Platform. If you do not notify us of any matters under (i) or (ii) above, without undue delay, and at the latest within 13 months of the debit date of the transaction, on becoming aware of any unauthorised or incorrectly executed Payment transaction you may lose the right to have the matter corrected or money refunded.

7 Incorrect or Unauthorised transactions

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

a. Where the Services, your Wallet, Global Account, or any log-in information and passwords are used without your authorisation you will be liable for the first GBP 35 of any unauthorised transaction if we believe you should have been aware of the unauthorised use. We will not hold you liable for the first EUR 50 if the unauthorised transaction was caused either by our act or omission, or those of a third party expressly carrying out activities on our behalf. Your liability for the first EUR 50 also does not apply to any unauthorised transactions made after you have notified us that your Wallet or Global Account may have been compromised (using the details given by us);

b. if you do not notify us of security issues within 13 months from the date of the Payment we will have no liability for the unauthorised transaction;

c. if you, or anyone else acting on your behalf, has acted fraudulently, we will not refund you in any circumstances;

d. you will be solely liable for all losses if you have (i) acted fraudulently, (ii) with intent or gross negligence compromised the security of your Wallet or the Airwallex Platform or (iii) with intent or gross negligence failed to, comply with your obligations to use them in accordance with these terms, and to take all reasonable steps to keep all log-in information and passwords confidential and secure;

e. we will only provide a refund if this is permitted under Applicable Law; and

f. if you gave us incorrect instructions for the Payment, we may reasonably assist you to recover the funds, where possible, but do not guarantee that this would be successful.

7.2 Where we refund you for an unauthorised transaction we will credit your balance no later than the date on which the amount of the unauthorised Payment transaction was debited.

7.3 Where we refund you for an unauthorised transaction but subsequently find that you were not entitled to the refund under this clause 6, you must refund Airwallex the amount of the unauthorised transaction.

7.4 Non-execution or defective execution of transactions. Unless we can prove that the payment service provider of the recipient has received the amount of your Payment on time, we will be liable to you and will – without undue delay – refund your Wallet (the credit value date being no later than the date on which the amount was debited) with the amount of the non-executed or defective Payment. Where applicable, we will then restore your balance to the balance you would have had in the event that the defective Payment had not taken place. Upon request, we will immediately – without charge – make efforts to trace any Payments that were not executed or executed defectively and will notify you of the outcome.

7.5 Late execution of transactions. Where a Payment is executed late, and this is our fault or if you ask us to, we will request the payment service provider of the recipient of your Payment to ensure that the credit value date for the recipient's account is no later than the date the amount would have been value dated if the transaction has been executed correctly.

7.6 We will refund you any charges for which you are responsible and any interest which you have had to pay as a consequence of the non-execution or defective or late execution of a Payment for which we are liable under these Terms and Conditions. 

7.7 If you use a Card, you must:

a. not use identifiable numbers which could be easily guessed by someone else for your PIN;

b. regularly monitor your account to make sure no unauthorised transactions have occurred;

c. not record the PIN on anything carried with your Card or on anything liable to loss or theft  simultaneously with your Card, unless you make a reasonable attempt to protect the security of the PIN for example by disguising that it is a PIN;

d. if your Card is lost or stolen, if you suspect that someone else knows your PIN or your Card Details, or if you think your Card, Card Details or PIN may be misused, stop using the Card and contact us as soon as you reasonably can; and

e. you must also comply with any reasonable additional security requirements we notify to you from time to time.

7.8 You acknowledge that:

a. we will not be responsible for or otherwise guarantee the performance or delivery of any goods or services you purchase by making use of the Services or the Airwallex Platform;

b. we may disclose any information we believe to be reasonable (or required under Applicable Law) to law enforcement agencies if we suspect there has been any unauthorised use, misuse or fraud in connection with your Card;

c. you must provide or obtain any equipment or telecommunications lines and connections that may be necessary for you to use or connect with the Airwallex Platform;

d. certain software and equipment you use may not be capable of supporting certain features of the Airwallex Platform;

e. it is your responsibility to configure and update your information technology, software and equipment in order to access the Services or the Airwallex Platform; and

f. you will be liable for all reasonable costs incurred by us that correspond to our actual costs arising out of: 

i. our notification to you of a refusal of a Payment where we are permitted to refuse the Payment under the Agreement;

ii. assisting you to recover funds where we sent it to the wrong person because you provided incorrect information (e.g. an incorrect unique identifier) to us.

8 Representations and warranties

8.1 Customer warranties. You confirm that you:

a. are 18 years of age or older;

b. are not acting in the course of a business or profession when using the Services;

c. are not a person that is listed on any sanctions list drawn up by the United Nations, European Union, United Kingdom, United States or other country from time to time (for example, the Consolidated List of Financial Sanctions Targets in the United Kingdom maintained by HM Treasury);

d. will comply with these General Terms, all Applicable Laws regarding your use of the Services and the Airwallex Platform;

e. will comply with the Network Rules (the Network Rules applying to you at the time of you agreeing to these General Terms are covered by the terms of the Agreement. If there are any later changes or additions to the Network Rules that you need to follow, we will make the changes or additions under clause 4 of these General Terms including by giving you a clear explanation of what the changes or additions are and how they apply to you);

f. you will provide us with accurate, up-to-date and complete customer due diligence information and data at all times where we have requested it in accordance with this Agreement or where you have otherwise chosen to provide it;

g. have the right, power and authority to enter into these General Terms and to perform all of your obligations under it;

h. have the valid right to grant to us the rights as defined in these General Terms without violating any Applicable Law or the proprietary rights of any third party;

i. will pay all sums to us free and clear of any claims, security right or any other interest of any third person; and

j. will use the Services and the Airwallex Platform only for lawful purpose and in compliance with the applicable General Terms.

8.2 Customer conduct. You are responsible for any use of the Wallet, Global Account, and other features of the Airwallex Platform, including the content of any data or transmissions you execute through the Airwallex Platform. You will use all reasonable endeavours to ensure that no unauthorised person will or could access the Wallet, Global Account or other features of the Airwallex Platform. You will not deliberately, knowingly or recklessly interfere with, disrupt, or cause any damage to other users of the Airwallex Platform or Services.

8.3 You must not misuse the Airwallex Platform. You cannot:

a. access the Airwallex Platform using a method other than the Webapp, for example you cannot use automated means (including harvesting bots, robots, spiders, or scrapers) without our permission;

b. deliberately, knowingly or recklessly do anything that may disrupt, disable, overburden, or damage the Airwallex Platform, such as a denial of service attack; and 

c. deliberately, knowingly or recklessly cause viruses or other malicious code to interfere with the use of the Airwallex Platform.

8.4 Modifications. We may modify the configuration, appearance or functionality of the Airwallex Platform or a Card at any time to facilitate the continued and proper operation of the Airwallex Platform, to comply with Applicable Law or Network Rules. We will provide you with prior notice if the modification would materially affect your ability to use the Airwallex Platform.

8.5 Disclaimers. Airwallex:

a. may occasionally have to interrupt the Customer's use of the Services for operational, security or other reasonable reasons. In such a case, Airwallex will restore access as quickly as practicable; and

b. does not offer financial advice and the Customer must not treat any information or comments by Airwallex as financial advice.

8.6 Non-reliance. Airwallex may work with third parties, including other Airwallex Affiliates, to provide the Services.

9 Service fees

9.1 You will pay us the Service Fees for the Services. The Service Fees are charged separately depending on the Service used by you and are set out in the Fee Schedule (which forms part of the General Terms) or as otherwise agreed in writing with us.

9.2 Some of the Services we provide may require Service Fees to be paid for on a recurring basis (‘Subscription Services’). By activating or using a Subscription Service (including after the completion of any trial period, if applicable), you agree to pay the recurring fees applicable to such Subscription Service listed in our Fee Schedule or as set out on the Airwallex Platform, or as otherwise agreed in writing (‘Subscription Fee’).

9.3 Unless specified in the Fee Schedule or we otherwise agree in writing with you, Subscription Fees will be charged at the end of every month until cancelled. You may cancel a Subscription Service at any time through the Airwallex Platform. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, you are still liable to pay the Subscription Fee for the current billing period.

9.4 Invoices. In respect of certain Services, Airwallex may invoice you for amounts due or payable under the General Terms on a monthly basis.

9.5 Any invoices issued by Airwallex must be paid by you in a timely manner in order for you to continue your access to the Services and no later than the date set out on the invoice. If full payment is not received on time, Airwallex may suspend your use of the Services and access to any associated accounts until Airwallex receives the full invoiced payment.

9.6 Airwallex may withdraw any amounts that you owe Airwallex from time to time from the funds Airwallex holds on your behalf as part of the Services.  If you do not have enough funds to pay the amount owed to Airwallex, Airwallex may, at your cost, take reasonable steps to recover this amount (such as taking legal action or using debt collection services).

9.7 We may charge you with any costs reasonably incurred by Airwallex as a result of Airwallex being involved in proceedings or disputes between you and a third party.

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

a. you will promptly notify Airwallex of the requirement;

b. the Parties will make all necessary filings in order to ensure the provisions of any applicable tax treaty applies to the Payment;

c. you will pay to Airwallex such additional amount as will result in the receipt by Airwallex of the full amount which would otherwise have been receivable had no withholding or deduction been payable; and

d. you will pay to the relevant authorities the full amount required to be deducted or withheld when due.

10 Intellectual property

10.1 Airwallex Marks. All Airwallex Marks owned or used by Airwallex in the course of its business are the property of Airwallex. Airwallex reserves all Intellectual Property Rights in relation to the use of the Airwallex Marks. The Customer may not use the Airwallex Marks or any similar marks without the prior written consent of Airwallex.

10.2 Ownership. Airwallex owns all Intellectual Property Rights in and to the Services, including the Airwallex Platform, the Webapp and its technology, including its software (in source and object forms), algorithms, user interface designs, architecture, and documentation (both printed and electronic), and network designs, and including any modifications, improvements, feedback, ideas or suggestions relating to the Airwallex Platform, the Webapp and Services and derivative work thereof. The General Terms do not transfer from Airwallex to the Customer any ownership rights in the Airwallex Platform, the Webapp or the Services.

10.3 Customer breach. You will not use the Services, including the Airwallex Platform, in any way that breaches Airwallex's or any third party's Intellectual Property Rights, or otherwise in breach of Applicable Law. The Airwallex Platform may display content that Airwallex does not own or is otherwise not responsible for. You shall not use content from any of the Services, including the Airwallex Platform, unless the Customer obtains written consent from Airwallex or the owner of the content, or as permitted by Applicable Law. 

10.4 Feedback. If you provides us with any comments, questions, ideas, suggestions or other feedback relating to the Airwallex Platform or any of the Services (‘Feedback’), the Customer agrees that we may freely use, copy, disclose, license, distribute and exploit such Feedback in any manner without any obligation, royalty or restriction based on Intellectual Property Rights or otherwise. Feedback will not be considered as the Customer's Confidential Information or Customer Materials.

11 Liability

11.1 To the extent permitted by the Applicable Laws, you will be liable for all Losses incurred by Airwallex arising out of any error, default, negligence, misconduct, or fraud by you, your representatives, or anyone acting on your behalf.

11.2 We will not be liable to you for:

a. any loss outside of our direct control that arises from the negligence, fraud or wilful misconduct or the insolvency of any third party correspondent bank, liquidity provider, or other financial institution who is part of the Payment Network used to provide the Services;

b. the non-execution, or defective execution, of a Payment if any information identifying the person you are sending payment to on their account that you provide in your instructions and that we need to execute the transaction is incorrect;

c. errors, mistakes, or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the Payment correctly where they are not acting on own behalf; or

d. any losses, whether direct or indirect, or any other consequences that you may incur or suffer in relation to Airwallex’s response or compliance with an Order as set out in clause 3.6 if insofar as the Order was not imposed as a result of Airwallex being at fault.

In the events described under (c) or (d), we will make reasonable efforts to recover the funds involved in the Payment. You will be responsible for all costs reasonably incurred by us at your request as part of any such recovery attempt, even if we are unable to successfully recover the funds.

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

a. death or personal injury resulting from its negligence;

b. fraud or fraudulent misrepresentation; or

c. all sums properly due and payable under these General Terms.

12 Third party service providers

12.1 Services provided by Airwallex. If we use a third party to provide the Services, you acknowledge that the Services are provided by Airwallex to you and not by the third party you have entered into a written agreement directly with that third party for the use of a Service or feature of a Services.

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

13 Personal data

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

14 Force majeure

14.1 Airwallex shall not be liable for any loss/damage of any kind whatsoever that is the result of force majeure within the meaning of Section 6:75 of the Dutch Civil Code (Burgerlijk Wetboek), which shall include, but not be limited to, the following:

a. international conflicts;

b. terrorist action or other violent or armed action;

c. natural, environmental disasters and/or pandemics;

d. measures imposed by any domestic, foreign, or international authority;

e. measures imposed by a supervisory body;

f. boycotts;

g. industrial action and strikes at third parties or among its own personnel; and

h. disruptions in the electricity supply, in communication connections, or in equipment or software belonging to Airwallex or third parties.

14.2 This clause does not limit or otherwise affect your obligation to pay any fees or other charges or amounts due under these General Terms.

15 termination

15.1 You may terminate an Agreement (including these General Terms) for any reason with by giving us a Notice at any time without charge.

15.2 If you terminate an Agreement (including these General Terms)( in accordance with this clause we will refund any sum paid by or behalf by you under these General Terms, less any charge for any services we have actually already provided to you prior to your cancellation.

15.3 If you wish to terminate an Agreement (including these General Terms(, you can do so by notifying us in writing by:

a. emailing us at: [email protected];

b. indicating the termination via the Airwallex Platform (to the extent this feature is enabled); or

c. sending us mail to at: Herengracht 168, 1016 BP Amsterdam, the Netherlands.

15.4 Airwallex rights to terminate or suspend. We may terminate (opzeggen) any Agreement (including these General Terms) at any time by sending you a Notice two months in advance that we are ending the provision of the Services. In addition, we may without notice immediately suspend or terminate (opzeggen of ontbinden) all or any part of these General Terms or any of the Services, if:

a. Airwallex reasonably suspects criminal activity by you or someone acting on your behalf in connection with the Airwallex Profile, that any of the Services is being used fraudulently by you or someone acting on your behalf, or Airwallex reasonably believes that you have fraudulently requested a refund for an unauthorised transaction;

b. Airwallex reasonably believes you are in breach of Applicable Law or about to breach an Applicable Law in connection with your use of the Services, or Airwallex is required to terminate the General Terms by Applicable Law or a Regulatory Body of competent jurisdiction;

c. you have seriously or repeatedly breached the General Terms or seriously or repeatedly breached any applicable limits or restrictions set out in the Acceptable Use Policy;

d. you have given us significantly false or inaccurate information;

e. you have been placed on any national or international restricted or prohibited sanctions lists, which prevents Airwallex from doing business with you;

f. we suspends or stops all, or part of, the Services, including for technical or security reasons;

g. we have reasonable concerns about the Customer's Airwallex Profile, including the Customer's use of the Services;

h. you have not paid or repaid any significant amounts owing to Airwallex by the date due notified by Airwallex;

i. one of Airwallex's banking partners, or other service provider necessary to provide the Services, reasonably requires Airwallex to terminate these General Terms or any other General Terms; or

j. you do not use your Airwallex Profile for twelve (12) months and it becomes inactive.

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

15.6 On termination you will need to repay any money you owe us. If you still have funds in your Wallet at the time these terms or the Services are terminated and after you have repaid any money you owe us, the following applies. You should withdraw those funds either before the Wallet is closed, or within a reasonable period of time following its closure. After a reasonable amount of time has passed since we closed your Wallet, we will transfer any remaining funds to the bank account you last notified to us. If we are unable to do so, we will maintain your Wallet for 6 years from the date of closure and you can contact us to withdraw the electronic money during this time. At the end of the 6 year period we will donate any remaining electronic money to a charity of our choice in accordance with Applicable Law.

15.7 Effect of termination. On termination of an Agreement (including these General Terms):

a. you will not be able to use the Airwallex Platform. All rights granted to you under these General Terms will cease other than where paragraph (c) below applies;

b. all of your Payment obligations under these General Terms for Services provided through to the effective date of termination will immediately become payable; and

c. any right or obligation provision that has effect after termination will continue in full force and effect.

16 Death, foreclosure or other special circumstances

16.1 If you die, your heirs and/or next of kin must let us know as soon as reasonably possible. If we request a certificate of inheritance, the person who acts on behalf of the estate is required to provide us with it. As long as we are not aware of your death, we may continue to receive orders passed on using your security devices and security codes. We may also execute transaction that we have received shortly before or after the notification of death received if we cannot reasonably prevent it.

16.2 After foreclosure, the amount held in your account(s) will be placed by us in a blocked account for the duration of the foreclosure.

16.3 We will end the provision of the Services, if:

a. If you have been declared bankrupt;

b. If you are under guardianship; or

c. If statutory debt restructuring has been declared applicable to you.

17 General

17.1 Complaints. Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. We will undertake all reasonable efforts to reply to you adequately and no later than fifteen (15) Business Days of receipt of the complaint. If we are unable to reply within such period for reasons beyond our control, we will notify you of the delay and the reasons and the deadline for our final response. At no point shall this deadline exceed thirty-five (35) Business Days. A copy of our complaints procedure is available upon request.

If you are not satisfied with the decision in our final response, you may file a compliant with the Financial Services Complaints Tribunal (Klachteninstituut Financiele Dienstverlening, 'KiFID'). The eligibility criteria and the procedures involved are available from KiFID Den Haag Postbus 93257 2509 The Hague, The Netherlands and on their website at: www.kifid.nl. You may also file any legal proceedings with the competent Dutch courts.

17.2 Assignment. You may not and cannot assign any claim you may have under an Agreement (including these General Terms), in whole or in part, or transfer your rights under an Agreement (including these General Terms) without our prior written consent (which we will not unreasonably withhold or delay). This provision has proprietary effect (goederenrechtelijk effect). Any attempt to do so will be void and also constitute a serious breach of these General Terms. We may assign these General Terms, in whole or in part, or subcontract our obligations under it, without your consent. If you are a Consumer, we will ensure that such assignment does not prejudice your rights under these General Terms in any way.

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

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

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

17.6 Set-off. We may at any time set off any Payment liability you have to us against any Payment liability that we have to you. We may do so in respect of any amount that is payable or not yet due or payable under this Agreement. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any Payment you have requested against any amount collected through any account you have with Airwallex. If we make use of our set-off right in accordance with this clause, we will inform you if we reasonably can in advance or otherwise as soon as possible thereafter.

17.7 Languages. We will communicate with you in English. These General Terms are made in the English language. They may be translated into other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.

17.8 Governing law. Any Agreement and these General Terms will be governed by and construed in accordance with the laws of the Netherlands with the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

18 Definitions and interpretation

18.1 In these General Terms, the following definitions apply:

Acceptable Use Policy

means the General Terms and conditions applicable to use of the Webapp and the Airwallex Platform as set out on our website www.airwallex.com and which we may change from time to time in accordance with clause 4 of these General Terms.

Account

has the meaning assigned thereto in the Connected Account Terms;

Account Data

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

Airwallex Affiliate

means any member of Airwallex's Group (other than Airwallex);

Airwallex Marks

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

Airwallex Platform

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

Airwallex Profile

means the electronic information profile that records your personal details and that is used to log in to and use the Airwallex Platform;

Applicable Law

means all laws, legislation, regulations, binding codes of practice, or rules or requirements of any relevant Regulatory Body applicable to the activities undertaken or procured by the Parties under these General Terms, as interpreted by taking into account any code of practice or guidance issued by any Regulatory Body with which reputable financial institutions in the Netherlands are required or accustomed to comply;

Base Currency

means Euro;

Business Day

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

Card

means a Physical Card or Virtual Card as the context requires;

Confidential Information

means and includes all confidential information, whether verbal or written: (i) concerning the business and affairs of a Party, that a Party obtains or receives from the other Party; or (ii) which arises out of the performance of any obligations under these General Terms. Confidential Information does not include information which is: (a) known by the receiving party without restriction in relation to disclosure prior to receipt from the disclosing party; (b) received from a third party who lawfully acquired it and who was under no obligation restricting its disclosure; (c) approved in writing for release from these General Terms by the disclosing party; (d) available in the public domain other than by breach of these General Terms; or (e) independently developed without access to any Confidential Information disclosed by the disclosing party;

Confirmation

means Airwallex' response and confirmation to your instructions to us for an FX Conversion, a payment or both;

Connected Account Terms

the Connected Account Terms as included as an annex to these General Terms;

Customer

means an individual who does not act in the pursuit of business;

Customer Margin

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

Data

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

Data Protection Legislation

means applicable privacy and data protection laws including the General Data Protection Regulation (EU) 2016/679) (Algemene verordening gegevensbescherming) and any applicable national implementing laws, regulations and secondary legislation in the Netherlands relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Dutch GDPR implementation act (Uitvoeringswet Algemene verordening gegevensbescherming). The General Terms personal data, data subject, data controller, processor, process and processing will have the meaning set out in the Data Protection Legislation;

DCC

means Dutch Civil Code (Burgerlijk Wetboek);

Disputed Transaction

has the meaning assigned to itin the Issuing Terms;

Embedded Finance Agreement

has the meaning assigned thereto in the Connected Account Terms;

Permission

has the meaning assigned thereto in the Connected Account Terms;

Fee Schedule

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

Force Majeure Event

means an event beyond a Party's reasonable control including: strikes, lock-outs, labour troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that Party); interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; the imposition of a sanction, embargo or breaking off of diplomatic relations; or any change in Applicable Law and any other event that qualifies as force majeure (overmacht) under Dutch law;

Foundation

means Airwallex Netherlands Stichting, registered at Herengracht 168 Unit 201, Amsterdam, Chamber of Commerce registration 78540917 with whom Airwallex has an exclusive agreement for collection and holding of third-party customer funds;

FSA

Dutch Financial Supervision Act (Wet op het financieel toezicht);

FX Base Rate

means the currency exchange base rate we have specified for an FX Conversion and Settlement Date having regard to the Customer Margin, costs provided by our foreign exchange rate service providers, the interbank exchange rates and relevant market conditions;

FX Conversion

refers to an Agreement between the Parties in which one currency is sold or bought against another currency at an agreed exchange rate through the Airwallex Platform;

FX Conversion Services

means the services provided by Airwallex under an Agreement relating to FX Conversion;

FX Exchange Rate

means the FX Base Rate plus any other margin that may be applicable to you, including the Customer Margin;

Global Account

means the collection account created by Airwallex for your use to receive funds in the Supported Currency for the location in which the Global Account is created;

Intellectual Property Rights

means: (i) rights in, and in relation to, any patents, registered designs, design rights, trademarks, trade and business names (including goodwill associated with any trademarks or trade and business names), copyright and related rights, moral rights, databases, domain names, semi-conductor and other topography rights and utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know-how and other technical information;

Large Enterprise

means you if you are not a Consumer or Micro-Enterprise

Liability

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

Losses

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

Micro-Enterprise

means an enterprise (i.e. any person engaged in an economic activity, irrespective of legal form) which employs fewer than ten people (full time or equivalent) and whose annual turnover or annual balance sheet total does not exceed EUR 2 million or as otherwise defined in Recommendation 2003/361/EC of 6 May 2003.

Network Rules

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

Notice

means a communication in the form set-out in clauses 2.1 and 2.2 (as applicable);

Payment

means a payment to be made by you to a payee through the Airwallex Platform or by means of a Card;

Payment Data

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

Payment Date

means the date nominated by you in your instructions to us, for the Payment to be transferred from Airwallex to the payee. The Payment Date for any transfer must be a Business Day in both countries (i.e. the countries where the Parties are located to transact business);

Payment Network

means Visa and any other similar scheme;

Payment Services

means the services provided by Airwallex to you under these terms relating to the payment of funds in a Supported Currency to a payee via the Wallet;

Personal Data

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

Physical Card

has the meaning given in clause 2.6 of the Issuing Terms;

PIN

is the personal identification number we issued to you to use with your Physical Card when making in  store or card present transactions;

Platform

means an online platform or other e-commerce platform through which you have entered into an Agreement for the use of our Services;

Platform Agreement

means one or more separate agreements between you and the Platform for the provision of the Platform Services;

Platform Fees

means the fees that are payable by you to the Platform(or where required by Applicable Law, to Airwallex) under the Platform Agreement;

Platform Services

means the products and services Platform provides to you including without limitation to enable the Services through the Platform;

Privacy Policy

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

Regulatory Body

means any person or regulatory body concerned with the creation, enforcement or supervision of, or compliance with Applicable Law, including the Authority for the Financial Markets (Autoriteit Financiële Markten), DNB and any regulatory body which replaces it;

Service Fees

means all fees applicable to the use of the Services;

Services

has the meaning given to it in clause 3.1;

Settlement Cut-Off

means the time and date where payment of any monies in cleared funds under these terms is due to Airwallex;

Settlement Date

means the date that bought funds in an FX Conversion or Payment are available to you in cleared funds. Settlement Date for any currency pair the Parties elect to transact in must be a Business Day in both countries (i.e. the countries where the Parties are located to transact business);

Subscription Fee

has the meaning given to it in clause 9.2;

Subscription Services

has the meaning given to it in clause 9.2;

Supported Currency

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

Virtual Card

has the meaning given in clause 2.5 of the Issuing Terms;

Visa

means Visa Inc. and its affiliates;

Visa Supported Currency

means a currency supported by Visa in which payments may be made using the  Card that is not a Supported Currency that you are permitted to hold in your Wallet;

Wallet

means the Airwallex Wallet that enables you to electronically hold, send and receive funds in the form of electronic money in the Supported Currencies through the Airwallex Platform;

Webapp

means the user interface that you may use to access the Airwallex Platform and the Services (for example, a website or mobile app);

18.2 Unless the context otherwise requires:

a. use of the singular includes the plural and vice versa;

b. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; and

c. any phrase introduced by the General Terms 'including', 'include', 'in particular', 'for example' or any similar expression will be construed as illustrative and will not limit the sense of the words preceding those General Terms.

18.3 References to the Parties will include any successors, permitted assignees or transferees where permitted by these General Terms. The word ‘person’ will be deemed to include a body corporate, partnership or unincorporated association.

CONNECTED ACCOUNT TERMS

BACKGROUND:

(A)       You have entered into a Platform Agreement (as defined below) with a Platform.

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

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

1 these terms

1.1 If not defined in these Connected Account Terms, please refer to clause 19 of the General Terms for a list of the definitions used in these Connected Account Terms.

1.2 This document (the ‘Connected Account Terms’) is a supplement to the General Terms (the ‘Agreement’). These Connected Account Terms become applicable at the moment you request Airwallex to provide one or more Services and apply to the Embedded Finance Solution (as defined below) and your related use of services provided by us, our affiliates and third-party service providers. Please read these terms carefully and contact us if anything is unclear. The Customer and Airwallex will individually be referred to as a Party, and collectively, as Parties.

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

1.4 You have entered into a separate agreement with a Platform for certain services (the 'Platform Agreement').

1.5 To the extent there is a conflict between the General Terms and these Connected Account Terms, these Connected Account Terms will prevail.

2 airwallex platform solution

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

2.2 With giving us the Permissions, you agree that the Platform is authorised to view information concerning your accounts with us (such as your Global Account, Wallet, Card or other applicable Service that forms part of the Embedded Finance Solution), hereinafter the "Account", and to do such things on your behalf as is set out in the Permissions (for example, give an instruction for a Payment from your Account with the effect of transferring Platform Fees from your Account). By accepting these Permissions, you give Airwallex permission to provide the Platform with all such authorizations and access to the Account and information in connection with such information provided to you by Airwallex. It will depend on our agreement with the Platform in the Embedded Finance Agreement and the Platform Agreement which of such Permissions the Platform may use from time to time.

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

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

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

3 fees

3.1 Where we, our affiliates or our Third-Party Service Providers receive a request or instruction from the Platform to deduct any amounts (including Platform Fees) from funds received by us on your behalf prior to settlement into your Account, the respective party shall comply with such request or instruction pursuant to information provided by Platform, without having to verify that such amounts are accurate or are in fact owed by you to Platform or us (as applicable), and shall transfer the relevant amount to Platform.

3.2 Where we, our affiliates or our Third-Party Service Providers receive a request or instruction from the Platform to deduct any amounts (including Platform Fees) from the settled funds in your Account, the respective party shall comply with such request or instruction pursuant to information provided by Platform, without having to verify that such amounts are accurate or are in fact owed by you to Platform or us (as applicable), and shall transfer the relevant amount to Platform.

3.3 The amount of Platform Fees will be governed by the terms of the Platform Agreement. Except where required by Applicable Law, Airwallex and its affiliates are not responsible for and have no control over any Platform Fees or other amounts that Platform may require you to pay.

4 sharing of data

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

4.2 For the purposes of the Connected Account Terms, the 'Agreed Purposes' for us to collect, hold, use or disclose such personal information under the Connected Account Terms are to:

a. provide the Embedded Finance Solution to you and manage our relationship with you and the Platform;

b. enable us to comply with all Applicable Law, including conducting anti-money laundering, financial crime and other screening checks;

c. enable us to share Account Data with our affiliates, applicable Third-Party Service Providers, and the Platform as necessary for Airwallex and such parties to provide the Embedded Finance Solution; and

d. enable us to comply with the Agreement; and

e. all purposes set out in the Privacy Policy.

5 disputes with Platform and payment processor and related liability

5.1 You acknowledge that we, our affiliates, and applicable Third-Party Service Providers have no control over or responsibility for the actions or failures of any payment services providers who provide acquiring services under arrangements with the Platform (a “Payment Processor”) or the Platform.

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

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

5.4 You are solely responsible for, and we have no responsibility or liability for:

a. any obligations that you owe to Platform under your agreement(s) with them; or

b. your compliance with Applicable Law.

6 termination and suspension

6.1 Termination by either Party. These Connected Account Terms will automatically terminate if the Agreement terminates in accordance with the General Terms. The Agreement will automatically be terminated when the Platform Agreement has been terminated.

6.2 Termination of the Platform Agreement. We acknowledge that a Platform Agreement may be terminated by you or Platform pursuant to its terms. In the event you send a notice to the Platform to terminate the Platform Agreement, you must notify Airwallex at the same time, or as soon as reasonably possible after of the effective date of such termination by giving us a Notice. You agree that Airwallex, its affiliates and Third-Party Service Providers have no liability or responsibility on the basis set out above in these Connected Account Terms for deductions that may occur after the termination of the Platform Agreement, but before you have informed Airwallex of such termination.

6.3 Effect of Termination. In the event of termination of the Connected Account Terms, you acknowledge and agree that we may continue to comply with instructions from Platform under clause 2, up to the date termination takes effect.

6.4 You agree and consent to us informing the Platform in the event that we issue or receive a notice of termination under these Connected Account Terms.

GTPN TERMS

1 These terms

1.1 This document (the ‘GTPN Terms’) is a supplement to the General Terms and is a part of the Agreement between you and Airwallex. These GTPN Terms become applicable at the moment you request Airwallex to open a Wallet in your name and apply to all Services provided by Airwallex through the Wallet. These GTPN Terms together with the General Terms govern the use of the Wallet by you. Please read these Terms carefully and contact us if anything is unclear. The Customer and Airwallex will individually be referred to as a Party, and collectively, as Parties.

1.2 Please refer to clause 19 of the General Terms for a list of the definitions used in these GTPN Terms.

1.3 You should also download a copy of these GTPN Terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these and other terms (as well as the documents below) on our website www.airwallex.com.

1.4 Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with these Terms:

a. General Terms;

b. Acceptable Use Policy;

c. Cookie Policy and Privacy Policy; and

d. FAQs.

1.5 If we need to send you information in a form that you can keep, we will either send you an email or provide information on our website or via the Airwallex Platform that you can download. Please keep copies of all communications that we send to you.

1.6 These GTPN Terms are Additional Terms. These GTPN Terms form an integral part of the General Terms and the terms included in the General Terms apply equally to these GTPN Terms. To the extent there is a conflict between these GTPN Terms and the General Terms, these GTPN Terms will apply instead of the General Terms.

2 Services

2.1 Wallet. The Wallet enables you to electronically hold, send and receive funds in the form of electronic money in the Supported Currencies through the Airwallex Platform. The funds in the Wallet can be in multiple currencies but only in the Supported Currencies that we offer, which may change from time to time.

2.2 Global Account. You may request Airwallex to open more than one Global Account for a particular Supported Currency. Global Accounts are localised inbound payment collection bank details which enable you to receive payments.

2.3 How balances are represented. The funds collected through a Global Account will be transferred to your Wallet and be represented as part of the balance in your Wallet for each Supported Currency – there will not be a separate balance shown for a Global Account.

2.4 The Dutch Deposit Guarantee Scheme (Depositogarantiestelsel) (‘DDGS’) does not apply to the funds in your Wallet or collected through a Global Account. You acknowledge that the Wallet is an electronic money account, not a bank account, and is therefore not covered by the DDGS.

2.5 The electronic money in your Wallet:

a. will not expire, except when your Wallet is closed – see clause [15] of the General Terms for more details;

b. will not earn any interest or rewards; and

c. can be withdrawn by you at any time, subject to certain conditions – see clause 6 for more details.

2.6 We may (acting reasonably) place temporary or permanent restrictions on your use of the Wallet, a Global Account or any other part of the Services depending on certain regulatory requirements, identity verification checks or business requirements, where we are permitted or required to do so in the Acceptable Use Policy or the General Terms. These will be communicated to you at the time the restriction is put in place or, if that is not practical due to urgent or unforeseen circumstances, promptly after the restriction is put in place and in accordance with any other requirements in the Acceptable Use Policy or General Terms. 

2.7 We will provide you with the following information through the Airwallex Platform (through which you can also obtain a storable copy of such information):

a. The reference of a Payment made or received;

b. The amount of a Payment made or received;

c. the amount of charges payable by you for the payment transaction;

d. if applicable, the exchange rate used;

e. the credit value date or the debit value date;

2.8 We will send you an overview of the Global Account once a year reflecting your balance on 1 January. You can use this statement for your tax return. You will receive this statement via the Webapp.

2.9 We will provide you with an overview of the Service Fees we have charged for the previous year relating to your use of the Payout and FX Service at least once a year.

2.10 Airwallex Card. If we have agreed to issue you or any [Additional Cardholder] with a Card, the terms set out in the Issuing Terms shall apply to the use of any Cards linked to your Wallet in addition to these terms. The Issuing Terms shall be incorporated and form a part of these terms as if set out in these terms in full.

3 The foundation – safeguarding of funds

3.1 We comply with the requirements of the FSA and related Applicable Law. The Foundation holds funds corresponding to electronic money in your Wallet in one or more bank accounts separately from the other funds of Airwallex. In the event of our insolvency, you will have a right to be paid from these bank accounts of the Foundation in priority to other creditors in accordance with Applicable Law. 

3.2 The Foundation acts as an independent custodian in accordance with Applicable Law, appointed by us to safeguard the funds corresponding to electronic money and received in relation to the payment services performed by us. 

3.3 The Foundation acts on instructions of Airwallex. Any payments made to or by the Foundation are made on behalf of Airwallex. You will have no contractual relationship with the Foundation. 

3.4 We exclude all liability of the Foundation to the extent permitted by law. You acknowledge that this clause entails a third-party clause (as referred to in Book 6, Section 253 of the Dutch Civil Code) for and for the purposes of the Foundation.

4 Getting started

4.1 Signing up. You confirm that all information supplied by you to us in applying for your Airwallex Profile and Global Account is and subsequently is (to the best of your knowledge) true, complete and accurate in all significant respects and you will not knowingly omit or withhold any information which would result in the information so supplied being false, incomplete or inaccurate in any significant respect.

4.2 You confirm you are acting on your own account, not on behalf of any other person. We will deem any use of the Wallet, including any transfers into and out of the Wallet, to have been carried out by you. 

5 Receiving payments and loading money into the wallet

5.1 Funding your Wallet. You can load funds to your Wallet by logging in to the Airwallex Platform and following the steps as prompted. We may impose a maximum amount by which you may load your Wallet balance or limit the number of times you may load your Wallet balance within a specified period

5.2 Global Account collection. If we have opened a Global Account for you, you may also receive funds to your Wallet through a Global Account.

5.3 In each case, you will ensure the funds are transferred using the correct bank details and any unique transaction reference number details reasonably specified by Airwallex. If you do not provide accurate details, then we may not be able to credit your Wallet. In such cases, we will not be liable for any loss you incur, although we will use reasonable efforts to investigate and credit or return incorrect and inaccurately referenced payments into or from your Wallet.

5.4 You may load funds to the Wallet by way of a bank transfer to Airwallex. We may permit additional methods of receiving or loading money into the Wallet from time to time.

5.5 We will credit your Wallet when we receive your funds. Any credit entry in your Wallet of funds received or to be received is made under the condition that we actually received such funds. If this condition has not been satisfied (or at any point in time turns out not to have been satisfied), the credit entry may be reversed, without prior notification, as an administrative correction (so long as we are not liable for the reversal under the other terms of the Agreement). If the amount received or to be received was converted in another currency when crediting the account, the reversal may be made in the other currency at an exchange rate at the time of execution. Costs in connection with the reversal are for your account. The transfer of funds from you or other payers to your Wallet is a service provided by third parties, and is not part of our Services. We have no control over the time it may take for the transfer of such funds to clear and settle to your Global Account or Wallet.

5.6 Reversals. We may (so long as we are not liable for the reversal under the other terms of the Agreement) need to reverse a transaction and either deduct funds we have credited to your Wallet, or return funds we have debited from your Wallet, including in the following circumstances:

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

b. the sender made a transfer to you by mistake;

c. you have provided us with incorrect instructions for the transaction;

d. we suspect that a transaction is fraudulent, or is in breach of these terms or Applicable Law;

e. we exercise our rights under clause 15 'Termination' of the General Terms.

5.7 If you do not have enough funds in your Wallet for us to withdraw funds, you must reimburse us as soon as possible. If we reverse a transaction, we will do this at the prevailing FX Exchange Rate applicable at the time of the reversal or at the original FX Exchange Rate applicable to the transaction, in our discretion.

5.8 Where the funding/original transaction was paid for by Card, reversals will be effected in accordance with the Issuing Terms. For other transactions, where we make a reversal, we may choose whether to make the reversal in the currency of the original transaction or in a separate currency, for example, where the original transaction is not in a Supported Currency which can be held in your Wallet, we will generally choose to convert the amount of the reversal into your Base Currency. Where we are required to perform any currency conversions in connection with the reversal of a transaction, we will do this at the prevailing FX Exchange Rate applicable at the time of the reversal or at the original FX Exchange Rate applicable to the transaction, in our discretion.

5.9 Suspension. We may in our reasonable discretion deny a Payment and/or suspend the use of your Wallet, because:

a. the balance of your Wallet is insufficient;

b. the transaction exceeds any transaction limit in connection with your Wallet from time to time;

c. we suspect that there is fraud or a security issue or we suspect that your Wallet is being used for an illegal purpose; or

d. you have materially breached these GTPN Terms or the terms of the Agreement.

We will give you notice if we deny a Payment/ suspend the use of your Wallet and the reasons for such suspension as soon as we can. Where possible we will do this before the suspension is put in place, or immediately after, unless it would compromise our reasonable security measures or otherwise be unlawful. We will lift the suspension as soon as practicable after the reasons for the suspension have ceased to exist. We will allow you to use the Wallet as soon as practicable after the reasons for stopping its use cease to exist. You acknowledge and agree that we are not liable to you or any other person for any loss suffered as a result of an authorisation not being granted.

6 Making payments and fx conversions

6.1 Your instructions. You may instruct us to make a FX Conversion or Payment at any time by providing the necessary details and following the authorization process for an instruction as prompted in the Airwallex Platform. This includes a request to redeem your e-money from your Wallet by a Payment to your own account at a third party for purposes. Your instructions are irrevocable once received by us, unless we permit you to change or revoke the instruction in the Airwallex Platform.

6.2 Any instruction (for a Payment, FX Conversion or otherwise) given in the Airwallex Platform will be regarded as having been received by us on the moment that it is approved and authorized in the Airwallex Platform. Any instruction (for a Payment, FX Conversion or otherwise) received by us (a) on a day that is not a Business Day or (b) after 17:00 Amsterdam time on a Business Day will be regarded as having been received on the next Business Day.

6.3 Confirmation. You must have enough funds in your Wallet in the relevant source currency to cover the full amount of any FX Conversion or Payment (including Service Fees) that you wish to make. We may decline your instructions if you do not have enough funds, if you exceed any applicable limits, or in accordance with clause [15] 'Termination' of the General Terms. When we are satisfied with your instructions we will issue you with a Confirmation.

6.4 When you ask us to change your money into a different currency (an FX Conversion) or send it to someone else (a Payment), we will tell you how much it will cost and when you need to pay us in the Confirmation.

6.5 Payment date. You must pay us by the date in the Confirmation unless we have agreed that you must pay us at a later date when we receive funds from you (post-funding). On that date, we will take the money out of your Wallet [and it will stop being electronic money]. If that date is not a Business Day, or if we receive your instructions after 5pm on a Business Day, then the date may be adjusted by us to the next day that is a Business Day.

6.6 If you changed your money into a different currency, we will put the new money into your Wallet as electronic money on the Settlement Date.

6.7 FX Exchange Rate. You may access the indicative FX Exchange Rate for an FX Conversion through the Airwallex Platform. The indicative FX Exchange Rate will be quoted to you when you instruct us through the Airwallex Platform and the final FX Exchange Rate will be confirmed when we issue a Confirmation. We will ensure, as far as reasonably practicable, that the confirmed FX Exchange Rate reflects the rate quoted to you. The rate may be different as the rate may have changed between the time of your instruction and the time we issue the Confirmation. You agree that changes to exchange rates come into effect immediately without notice. Changes to the FX Exchange Rate depend on fluctuations in the financial markets outside our control.

6.8 We will provide you at your request with the following information with regard to a specific payment transaction initiated by you as payer: (i) the maximum execution time, (ii) the charges payable by you and (c) where applicable, a breakdown of the amounts of any charges.

6.9 Settlement requirements. Sending a Confirmation means that the FX Conversion or Payment has been authorised and can no longer be cancelled.

6.10 Execution time. If you are making a Payment and/or FX Conversion, we will remit the Payment and/or effect the FX Conversion as soon as possible. If Payout takes place in euros, we will ensure that the account of the recipient is credited with the transferred amount no later than on the end of the first Business Day immediately following the receipt of your instruction in line with these GTPN Terms.

6.11 In all circumstances other than as described in clause 6.10 we will ensure that a transfer of funds of a Payment or FX Conversion takes place within a reasonable term, not exceeding four (4) Business Days following the receipt of your instruction in accordance with these GTPN Terms.

6.12 Failed FX Conversions and Payments. We may in our reasonable discretion, acting reasonably, decide to cancel the FX Conversion or Payment, or delay the FX Conversion or Payment by rolling it over to the next Settlement Date or Payment Date (as applicable), due to reasons outside of our control such as:

e. failure of conversion in the sell currency by you to us on any FX Conversion; or

f. failure of Payment in the Payment currency by you to us on any Payment.

6.13 Transaction limits. We may apply limits to the amount of any one or a series of Payments, and we will tell you if we do so. For example, we may apply limits if you ask us to or if we reasonably think it would help manage the risk of fraud in a proportionate way.

6.14 Right of rejection. We reserve the right to withhold, reject, or delay any transaction in order to comply with Applicable Law. We may not accept your instructions for a Payment or FX Conversion if:

g. no valid exchange rates are available from our correspondent banking partners, liquidity providers, or other financial institutions;

h. any relevant anti-money laundering or counter financing of terrorism conversion limits are exceeded; or

i. you have not complied with your obligations under these terms including the Acceptable Use Policy.

6.15 Where the expected amount of a Payment from your Wallet was not specified at the moment of authorisation, you may request a refund of that amount provided that it exceeded the amount you could have reasonably expected, taking into account your previous spending pattern and the relevant circumstances of the case. You may request such a refund within 8 weeks from the debit date. Within 10 business days following the receipt of your refund request we will either provide a refund or a justification for refusing the refund.

6.16 Obligation to repay. Your Wallet balance cannot be below zero. If any transactions or charges (including any chargeback, reversal of a transaction, or withdrawal of fees) take your Wallet below zero, you must immediately repay the amount of the negative balance, without requiring notice from us to do so. If you do not, we may suspend use of your Wallet or refuse to provide the Services to you. We may also take reasonable steps to recover any amount owing to us (such as taking legal action or using debt collection services) and charge you for the cost of these services.

6.17 We can deduct funds from your Wallet if you owe us money, including the Service Fees. You authorise us to deduct the Service Fees and any other amounts that you owe us from time to time from the funds in your Wallet. If you do not have enough funds in your Wallet to cover these amounts, we will not accept or process your instructions and may (acting reasonably) refuse to provide the Services to you.

7 Payment initiation service / account information service

7.1 Some other companies can help you make payments from your Wallet or Global Account, or show you information about your Wallet or Global Account. They are known as ‘payment initiation service providers’ and ‘account information service providers’. These companies need a licence to do this, and you need to agree to let them access your Wallet or Global Account. We don't work with these companies, but we have to follow your instructions if you use them.

7.2 If you have any problems or questions about using these services, you should contact the company that provides them.

7.3 Sometimes, we might not follow a request from one of these companies. This could happen if we think they don't have the right licence, or if we suspect they are involved in fraud, or if you didn't really authorise them to access your Wallet or Global Account.

ISSUING TERMS

1 these terms

1.1 This document (the ‘Issuing Terms’) is a supplement to the General Terms and constitutes part of the Agreement between you and Airwallex. These Issuing Terms become applicable at the moment you request Airwallex to issue a Card in your name and apply to all Services provided by Airwallex in connection to the Card. These Issuing Terms together with the Payout and FX Terms and the General Terms govern the use of the Card by you. Please read these terms carefully and contact us if anything is unclear. The Customer and Airwallex will individually be referred to as a Party, and collectively, as Parties.

1.2 Please refer to clause 19 of the General Terms for a list of the definitions used in these Issuing Terms.

1.3 You should also download a copy of these Issuing Terms and keep it for future reference or ask us for a copy at any time. You can always see the most current version of these and other terms (as well as the documents below) on our website www.airwallex.com.

1.4 Please read the following additional documents which also apply to your use of the Airwallex Platform and Services and should be read together with these Terms:

a. General Terms;

b. Payout and FX Terms;

c. Acceptable Use Policy;

d. Cookie Policy and Privacy Policy; and

e. FAQs.

1.5 These Issuing Terms are Additional Terms. These Issuing Terms form a part of the General Terms and the terms included in the General Terms apply equally to these Issuing Terms. To the extent there is a conflict between these Issuing Terms, the Payout and FX Terms and the General Terms, these Issuing Terms will apply instead, followed by the Payout and FX Terms and the General Terms.

2 using the card

2.1 Applying for a Card. When you request a Card and we have approved the request, the Card will be issued in the form of a virtual card (‘Virtual Card’). 

2.2 A Virtual Card shall consist of a 16-digit account number, expiry date and ‘CVV/CVV2’ code (the ‘Card Details’) which will be made available to you through the Airwallex Platform. We may in the future provide the functionality for you to be issued with a physical card (‘Physical Card’). Physical Cards will be sent to you via mail, if we approve your request for a Physical Card. 

2.3 Your Card is linked to your Wallet and can be used to make Payments using the balance of your Wallet. We will not setup a separate account in connection with your Card. The Card is not a credit card and can only be used for Payments (including any applicable fees) up to the value of your Wallet balance at any given time. Before making a Payment you must therefore ensure that your Wallet has sufficient balance as we will not provide you with any credit in connection with your use of the Card.

2.4 You may only use your Card for lawful purposes and in accordance with the Network Rules. The Network Rules applying to you at the time of you agreeing to these Issuing Terms are covered by the terms of the Agreement. If there are any later changes or additions to the Network Rules that you need to follow, we will make those changes or additions under clause 4 of the General Terms including by giving you a clear explanation of what those changes or additions are and how they apply to you. All Cards remain our property and we may request that you return all Cards to us at any time.

2.5 Virtual Card. A Virtual Card may be used to make purchases over the phone or the internet or in any  card transaction where you are not present by entering your Card Details where Visa is accepted as a means of payment.  A Virtual Card cannot be used to make a payment in person or in any transaction that requires the use of a Physical Card. Virtual Cards may be issued for one time use (meaning they can only be used for a single transaction) or can be issued so that they can be used repeatedly until the expiry date.

2.6 Physical Card. Physical Cards may be used in the same way as a Virtual Card and may also be used for in store and card present transactions where Visa is accepted electronically. We may decide not to permit use of the Card for manual or offline transactions including in store transactions. If the Card functionality will be so limited we will notify you of this at the time we approve you for a Physical Card.

2.7 Authorizing Card Payments. You can give your authorization for a Payment with your Card in the following manners:

● With a Virtual Card by entering your card details and authorizing the Payment, and if applicable after having gone through reasonable additional security protocols of Airwallex prompted by the online payment portal (such as 3D Secure).

● With a Physical Card you authorize a Payment by using your card, enter your PIN code and authorize the transaction. In certain instances you authorize a Payment by using your card without entering your PIN code, for instance on toll roads or when paying for parking fees.

● If your Physical Card has the payWave logo present, you may be able to make transactions by tapping your Card against the contactless reader at a participating merchant. If you do so, we will treat this as your instruction to make a Payment for the amount displayed on the contactless reader. If your purchase is under EUR 50, you may be able to make a Payment without entering your PIN, subject to our reasonable internal controls. You will always need to enter your PIN if the Card transaction is above EUR 50. You will also need to enter your PIN if you make consecutive transactions of EUR 50 or lower, but which together exceed EUR 150 since the last time you entered your PIN for a Card transaction or if you have made five contactless Card transactions since the last time you entered your PIN.

2.8 Activating your Card. When you receive a Physical Card, you must sign the back of the Card and activate the Card. We will send you instructions on how to activate the Physical Card when we send the Card to you.

2.9 Pre-authorisation. You may pre-authorise a Payment in the event that the final amount of the Payment is unknown at the time you make the pre-authorization. It is only possible to pre-authorize an exact amount. The amount of the pre-authorisation will be reflected in the balance of your Wallet as a reservation (i.e. this amount will be blocked) and will therefore be unavailable for future purchases until the reservation is lifted. As soon as we received information on the exact amount of the actual Payment, we will lift the reservation in respect of the portion of the reserved amount that was not used for the Payment.

2.10 Currency conversion. Your Card may be used to make purchases in certain Supported Currencies and Visa Supported Currencies.

2.11 If your transaction is in a Supported Currency that you can hold in your Wallet, the amount of your transaction shall be deducted from the balance of your Wallet in that Supported Currency. You should ensure that your Wallet has sufficient balance in the relevant Supported Currency for that transaction as we will not perform any automatic FX Conversions in connection with such transaction. If the balance of your Wallet in the relevant Supported Currency is not sufficient, the transaction may be declined (even if your Wallet has balances maintained in other currencies).

2.12 If your transaction is in a Visa Supported Currency, the amount of your transaction will be converted from the balance of your Wallet maintained in the Base Currency using the foreign exchange rates determined by Visa for that transaction. You acknowledge and agree that we have no control over the rates selected by Visa and Visa may charge you a fee as part of this conversion process.

2.13 If you make a Payment or withdrawal in another EU currency than the Base Currency, we will provide you with information on the exchange rate through the Airwallex Platform after you have made a withdrawal at an ATM or made a Payment at a point of sale.

2.14 Refunds. If you receive a refund on a Card Payment in a Supported Currency that you are permitted to hold in your Wallet, we will credit your Wallet in that currency. If you receive a refund in anything other than a Supported Currency that you are permitted to hold in your Wallet, that amount will be converted into your Base Currency before being credited to your account at an exchange rate determined by Visa (which may be different to the exchange rate for the original transaction). Generally, transactions made in one currency must be refunded in that same currency. Refunds of transactions made through your Card shall be credited to the balance of your Wallet and may not be made through other means (for example, through cash).

2.15 Merchant surcharges. In some instances you may also be charged an extra charge by merchants in connection with the use of your Card. The surcharge may be applied once you have confirmed the amount of the transaction. This surcharge may appear as a separate transaction or as part of the entire purchase amount. Once you have confirmed the transaction you will not be able to dispute the surcharge amount.

2.16 Authorisation and Suspension. Transactions on your Card may require our authorisation. Before, we authorise a transaction we may require you to confirm your identity by following certain steps reasonably set out by us. We may in our reasonable discretion deny authorisation and/or suspend the use of your Card, because:

a. the balance of your Wallet is insufficient;

b. the transaction exceeds any transaction limit in connection with your Card from time to time;

c. we suspect that there is fraud or a security issue or we suspect that your Card is being used for an illegal purpose; or

d. you have seriously or repeatedly breached these Issuing Terms or the terms of the Agreement.

We will give you notice of any suspension and the reasons for such suspension as soon as we can. Where possible we will do this before the suspension is put in place, or immediately after, unless it would compromise our reasonable security measures or otherwise be unlawful. We will lift the suspension as soon as practicable after the reasons for the suspension have ended. We will allow you to use or if necessary replace the Card as soon as practicable after the reasons for stopping its use cease to exist. You acknowledge and agree that we are not liable to you or any other person for any loss suffered as a result of an authorisation not being granted as permitted or required in the Agreement.

2.17 Expiry date. Unless you tell us not to, we may automatically issue a new Card prior to the expiry date of an existing Card, but we are not obliged to do so. You must not use a Card after its expiry date.

2.18 Goods and Services. We are not responsible for the quality, safety, legality, or any other aspect of any goods or services purchased with the Card. We are not liable for any loss arising from any merchant refusing to accept your Card (although this does not exclude or limit our liability under other terms of the Agreement or under Applicable Law, for example if your loss was caused by our breach of the Agreement, negligence or other failure for which we are liable under Applicable Law). Any complaints about any goods or services purchased with a Card must be resolved directly with a merchant.

2.19 Transaction and Card limits. We may from time to time impose transaction limits on your use of the Card which may be on a per day or per transaction basis. Other third party organisations may impose additional restrictions on the amount of your transactions. We may also place limits on the number of Cards you can request from us each month or that you may have active at any one time.

2.20 We are not responsible for any decision by a merchant to accept or reject the use of a Card or for any charges incurred by any user of a Card who does not, in fact, have enough authorisation from you to use the Card. 

2.21 Card restrictions. You may request us to place a special restriction on:

a. the maximum amount for a transaction that may be conducted using a Card;

b. the place at which, or merchant with which, a Card may be used.

Such requests can be made through the Airwallex Platform (if applicable). We will inform you if we I can approve the request.

3 how to report a lost or stolen card

3.1 If you believe your Card has been lost or stolen or used without your authorisation you must notify us as soon as reasonably possible:

a. by emailing us at: [email protected];

b. via telephone: +31 850 003 369; or

c. via the Platform Provider (if applicable).

3.2 We may request additional information from you in connection with any misuse of your Card including date of transaction(s), amount(s), details of the merchant and any other details that we reasonably think may assist us in investigating your claim. You agree that you will reasonably cooperate with us (acting reasonably) in investigating any claims in connection with the misuse of your Card.

4 CHARGEBACKS

4.1 We may be entitled under the Agreement or Applicable Law to seek to reverse (chargeback) transactions made through your Card where you have a dispute with the merchant that supplied the goods or services ('Disputed Transaction'). For example, you may be entitled to reverse a transaction where the merchant has not provided you with the goods or services you paid for and you have tried to get a refund from the merchant and were unsuccessful. 

4.2 To avoid losing any rights you may have to dispute such a transaction, you should:

a. tell us as soon as reasonably possible after the date of the transaction; and

b. provide us with any information we reasonably ask for to support your request.

4.3 If we are satisfied after investigation that you are entitled to reverse a transaction, the amount initially debited for the transaction will be credited to the Wallet in the original currency of the transaction if that currency is a Supported Currency that you are permitted to hold in your Wallet. If the same currency is not a Supported Currency that you are permitted to hold in your Wallet at the time of the reversal, the amount will be credited in the Base Currency using the then prevailing exchange rates determined by Airwallex acting reasonably. If the currency of the original transaction is a Visa Supported Currency, that amount will be converted by Visa into your Base Currency.

4.4 You should notify us as soon as you reasonably can of a Disputed Transaction. The operating rules of the Payment Networks impose time limits for raising a dispute. Generally, under these rules Airwallex must submit a fully detailed claim on your behalf within 120 days of the transaction taking place. If you do not notify us and provide us with sufficient information, we may be unable to investigate or lodge a claim in time in which case you will not be able to request a reversal anymore. It is your responsibility to review carefully your transaction history. We are not responsible for any loss to you if you do not ask us to reverse a transaction in time.

4.5 To notify us of a Disputed Transaction, please contact us and request a transaction dispute form and  send the completed form to Airwallex at Airwallex Card Transaction Disputes by: 

a. mailing us: Herengracht 168, 1016 BP Amsterdam, the Netherlands;

b. emailing us: [email protected]; or

c. via the Platform Provider.

4.6 Please assist us by providing as much information as you can. Once we have received your completed form and associated information, we can only investigate the transaction on your behalf when the transaction has settled. The transaction is settled when it has been recorded in the Wallet. Our aim is to acknowledge receipt of your dispute form within 5 Business Days of receipt. However, the investigation of your Disputed Transaction may take longer.

5 cancelling a card

5.1 Cancelling a Card. You can view details of the Cards that have been issued in connection with your Wallet and you may request that any of those Cards be cancelled or temporarily suspended at any time.

5.2 Subject to the terms of the Agreement, you are liable for all transactions made by you through your Card before to its cancellation and for all transactions posted to your Wallet in respect of the period up until the Card is cancelled. 

Fee Schedule

*This version of the Fee Schedule comes into effect on 1 December 2024 for Corporate Customers (as defined in the Treasury Management Terms) who are existing customers of Airwallex (Netherlands) B.V. as at 28 October 2024, and comes into effect on 1 February 2025 for non-Corporate Customers who are existing customers of Airwallex (Netherlands) B.V. as at 28 October 2024. For new customers that sign up and accept Airwallex (Netherlands) B.V. terms and conditions during the period 29 October - 30 November 2024, this Fee Schedule is effective immediately.

The following fees and charges apply with respect to customers of Airwallex (Netherlands) B.V. (excluding legal entities registered in France).

Subscription Fee

Tier	Standard Fee (EUR)
Explore Tier	€19 or €0 per month [1][2][3][4]
Grow Tier	€49 per month [2][3][4]
Accelerate Tier	€999 per month [2][3][4]
Custom Tier	Custom pricing

Notes: [1] €0 per month if you deposit at least €10k per month through bank deposits, direct debits, or payment acceptance volumes, or if you hold a minimum balance of €10k in your wallet at the end of the month.

[2] Explore and Grow tier subscription fee is per entity while Accelerate Tier subscription fee is per Organization (i.e., covers all entities).

[3] This fee is exclusive of VAT and of any transaction-specific fees that are applicable, as outlined below.

[4] Moving from one tier to a lower-priced tier will take effect at the end of your then-current billing cycle, while upgrades will take effect immediately.

Description	Standard Fee (EUR)[5]
FX Rates* [1]
Customer Mark-Up / Margin (AUD, USD, HKD, CNY, JPY, EUR, GBP, CAD, CHF, NZD, SGD)	0.50%
Customer Mark-Up / Margin (MYR, IDR, KRW, PHP, THB, VND, INR, NPR, PKR, BDT, TRY, LKR and all other currencies)	1.00%
FX Quotes**
1-Minute Quote Validity	0.02%
15-Minute Quote Validity	0.08%
30-Minute Quote Validity	0.10%
1-Hour Quote Validity	0.12%
4-Hour Quote Validity	0.20%
8-Hour Quote Validity	0.25%
24-Hour Quote Validity	0.30%
Collections
Global Account Creation Fee	€0
Global Account Receiving Funds Fee	€0
Transfers
Transfers in CNY	0.10%
Local Transfer Fee (incl. BPAY and FPS)	€0
SWIFT (SHA) Transfer Fee (incl. RTGS and FedWire)*** [3]	€10 per transfer
SWIFT (OUR) Transfer Fee*** [4]	€20 per transfer
Other Fees & Charges
Account Opening Fee	€0
Monthly Account Fee	€0
Break Costs	Varies. See PDS for example
API Integration Set Up Fee	To be advised.

Notes:

Effective 29 May 2024: For FX Conversions in Major Currencies (which can be held in the wallet) that are required as a result of amendments or cancellations, the above FX margin will apply. For currencies other than the Major Currencies (which cannot be held in the Wallet), the FX margin applied to the original conversion will be used.

* [1] The customer mark-up / margin will be included as the FX Exchange Rate that is used to convert one currency for another currency. If any currency is not listed, it will be treated as an “other currency”.

** [2] The Quotes mark-up / margin will be included in addition to the customer mark-up / margin in FX Rates as the FX Exchange Rate that is used to convert one currency for another currency. This feature is only available for customers on API version 2024-06-30 or later.

*** [3] SHA: Both the client (sender) and beneficiary will pay fees to the sending bank i.e. fees for the outgoing transfer. Beneficiary will receive the amount transferred less the intermediary banks' fees.

**** [4] OUR: The client pays for the wire transfer fees charged by intermediary banks.
[5] Above Business Account Standard Fee is applicable to customers across Explore, Grow, Accelerate and Custom Tiers, and is exclusive of VAT (wherever applicable).

Spend Fee

Tier	Offering	Standard Fee (EUR)
Borderless Cards, Expense Management[3] and Bill Pay	Cell	Cell
Explore	Employee Cards (physical & virtual)	5 free employee card users, €6 per additional employee card user per month[1][2]
Grow	Employee Cards (physical & virtual), Expense Management[3] & Bill Pay	5 free spend users, €12 per additional active spend user per month[1][2]
Accelerate	Employee Cards (physical & virtual), Expense management[3] & Bill Pay	5 free spend users, €12 per additional active spend user per month[1][2]
Custom	Employee Cards (physical & virtual), Expense management[3] & Bill Pay	Custom
Automatic Conversion[4]	Cell	Cell
Automatic conversion fee[4]	Cell	1.00%

Notes: [1]For Explore Tier - an employee card user is defined as any user who is an active employee cardholder during your Subscription Plan. For Grow, Accelerate & Custom Tiers - an active spend user is defined as any user who is an active employee cardholder OR submits, approves, or pays a card expense or reimbursement OR submits, approves or pays a bill during your Subscription Plan. Further, an Employee Cardholder is active if they have been verified and has an Employee Card that has not been canceled or has not expired during the relevant Subscription Plan.

[2]Fee is exclusive of VAT (wherever applicable).

[3]Expense management includes managing expenses incurred on cards as well as out-of-pocket reimbursements.

[4]Automatic conversions allow you to spend on your Card if you don’t hold sufficient levels of the currency you are trying to spend with, but you hold sufficient funds in your home currency to cover the transaction. This is an optional feature. Automatic conversions use your home currency to help prevent Card payments from failing. If you have insufficient funds to complete a Card transaction involving 1 of the 10 currencies listed below, we will use the available funds in your home currency. The 10 currencies are AUD, CAD, CHF, EUR, GBP, HKD, JPY, NZD, SGD, and USD. We will first check if sufficient funds are available in your transaction currency's balance in your Wallet. If the transaction currency is not sufficient, we will check whether your home currency's balance can cover the entire transaction amount. If it can, we will deduct the transaction amount from your home currency balance at the prevailing FX rate plus an auto-conversion fee.

Payment Acceptance

The following pricing is quoted on a blended pricing basis for Cards and Local Payment Methods. The general fees specified, except for the Foreign Currency Settlement Fee, are applicable to both the acceptance of Cards and Local Payment Methods. All fees set out in this schedule are VAT exclusive, unless otherwise indicated. For interchange++ pricing, please reach out to our sales team.

Defined terms in this Fee Schedule have the meaning given to them in Airwallex’s Online Payment Terms, which can be found here: https://www.airwallex.com/eu/terms.

1. General Fees

Description	Airwallex Fee [1]	Charging Method
Gateway Fee (incl. fraud & 3DS)	EUR 0.25	per attempted or actual Transaction
Foreign Currency Settlement Fee*	0.50%**	per settlement of a non-EUR Transaction in the same non-EUR currency
Foreign Currency Settlement Fee* [Pricing applies to new online payments customers, who’ve had their payments application approved on or after 8 November 2023 and existing online payments customers from 11 January 2024 onwards]	1.00%	per settlement of a non-EUR Transaction in the same non-EUR currency
FX Conversion Fee*	2.00%	per conversion of a Transaction currency into the Settlement Currency
Refund Fee^	EUR 0.25	Per Refund request
Chargeback Fee^	EUR 15	per Chargeback request

* The Foreign Currency Settlement Fee is not applicable to Transactions made by Local Payment Methods. The Foreign Currency Settlement Fee and the FX Conversion Fee are separate fees. Depending on the specific foreign currencies involved in a Transaction, only one of these would be charged at once. ^ These fees exclude any additional fees or charges imposed by a Network. Such fees and charges will be passed onto you by Airwallex.

** Will apply to select customers as agreed in writing with Airwallex

[1] Above General Fees is applicable to customers across Explore, Grow, Accelerate and Custom Tiers.

2. Pre-chargeback Service Fees

Visa rapid-dispute-resolution (RDR) Service Fee

Description	Airwallex Fee [2]	Charging Method
Tier 1 business industry [1]	EUR 5.00	per RDR case
Tier 2 business industry [1]	EUR 20.00	per RDR case
Tier 3 business industry [1]	EUR 35.00	per RDR case
[1] The business industry tier is determined by the Merchant Category Code (MCC) assigned to you by Airwallex:

• Tier 1 MCCs:

  • All MCCs not referenced in Tiers 2 or 3

• Tier 2 MCCs:

  • 5045 (Computers and Computer Peripheral Equipment and Software)
  • 5399 (Misc General Merchandise)
  • 5499 (Misc Food Stores - Convenience Stores and Specialty Markets)
  • 5734 (Computer Software Stores)
  • 5735 (Record Stores)
  • 5815 (Digital Goods Books/Movies/Music)
  • 5817 (Digital Goods App – Excludes Games)
  • 5818 (Large Digital Goods Merchant)
  • 5964 (Direct Marketing - Catalog)
  • 5968 (Direct Marketing - Subscription)
  • 5969 (Direct Marketing - Other)
  • 5999 (Miscellaneous Specialty Retail)
  • 7299 (Miscellaneous Personal Services – not elsewhere classified)
  • 7321 (Consumer Credit Reporting)
  • 7399 (Business Services – Default)
  • 8699 (Member Organizations – Default)
  • 8999 (Professional Services – Default)

• Tier 3 MCCs:

  • 4816 (Computer Network/Information Services)
  • 5122 (Drugs, Drug Proprietaries, Druggist Sundries)
  • 5816 (Digital Goods - Games)
  • 5912 (Drug Stores, Pharmacies)
  • 5962 (Direct Marketing - Travel Related Arrangement Services)
  • 5966 (Direct Marketing – Outbound Telemarketing Merchants
  • 5967 (Direct Marketing - Inbound Telemarketing Merchants
  • 5993 (Cigar Stores and Stands)
  • 6051 (Non-Financial Institutions - Foreign Currency, Non-Fiat Currency, Money Orders, Travelers Cheques and Debt Repayment)
  • 7273 (Dating and Escort Services)
  • 7995 (Betting, including Lottery Tickets,Casino Gaming Chips, Off- Track Betting,and Wagers at Race Tracks)

  [2] Above Visa RDR Service Fees is applicable to customers across Explore, Grow, Accelerate and Custom Tiers.

Mastercard Collaboration Service Fee

Description	Standard Fee	Charging Method
Tier 1 business industry [1]	11 EUR	per accepted Collaboration case
Tier 2 business industry [1]	20 EUR	per accepted Collaboration case

Notes: [1] The business industry tier is determined by the Merchant Category Code (MCC) assigned to you by Airwallex:

• Tier 1 MCCs:

  • All MCCs not referenced in Tier 2

• Tier 2 MCCs:

  • 4816 (Computer Network/Information Services)
  • 5122 (Drugs, Drug Proprietaries, Druggist Sundries)
  • 5912 (Drug Stores, Pharmacies)
  • 5962 (Direct Marketing: Travel-Related Arrangement Services)
  • 5964 (Direct Marketing - Catalog)
  • 5966 (Direct Marketing - Outbound Telemarketing Merchants)
  • 5967 (Direct Marketing - Inbound Telemarketing Merchants)
  • 5968 (Direct Marketing - Subscription)
  • 5969 (Direct Marketing - Other)
  • 5993 (Cigar Stores and Stands)
  • 7273 (Dating and Escort Services)
  • 7995 (Betting, including Lottery Tickets, Casino Gaming Chips, Off- Track Betting, and Wagers at Race Tracks)

  [2] Above Mastercard Collaboration Service Fee is applicable to customers across Explore, Grow, Accelerate and Custom Tiers.

3. Payment Method Fees (Blended)

Description	Airwallex Fee[1]	Charging Method
EEA Consumer Cards - Visa and Mastercard	1.30%	per Transaction
All Other Cards - Visa and Mastercard, and Unionpay cards	2.80%**	per Transaction
All Other Cards - Visa and Mastercard, and Unionpay cards [Pricing applies to new online payments customers, who’ve had their payments application approved on or after 8 November 2023 and existing online payments customers from 11 January 2024 onwards]	3.15%	per Transaction
Amex cards	2.40%	per Transaction

** Will apply to select customers as agreed in writing with Airwallex

[1] Above Payment Method Blended Fee is applicable to customers across Explore, Grow, Accelerate and Custom Tiers.

4. Local Payment Methods (Blended)

Description	Airwallex Fee	Charging Method
Other payment methods: Refer to: https://www.airwallex.com/uk/online-payments-capability

[1] Above Local Payment Method Blended Fee is applicable to customers across Explore, Grow, Accelerate and Custom Tiers.

Some of these fees may appear as one combined fee on your invoice. For example, an International Card transaction may appear as one fee that combines the Payment Method Fee and Foreign Currency Settlement Fee in the same line item. If you have any questions about the fees on your invoice, please contact us and we can help clarify any questions.

5. Subscription Management (API only)

Description	Airwallex Fee	Charging Method
Collect recurring subscription payments from your customers	0.40%	per successful transaction

[1] Above Subscription Management Fee is applicable to customers across Explore, Grow, Accelerate and Custom Tiers.

6. Custom URL Payment Links

Description	Standard Fee (EUR) [1]	Charging Method
Customized URL for payment links	€8	Per custom link per month

[1] Above Custom URL Fee is applicable to customers across Explore, Grow, Accelerate and Custom Tiers.

Fee Schedule (France Only)

The following fees and charges apply with respect to customers of Airwallex (Netherlands) B.V. whose legal entities registered in France.

FX Conversion Services, Payment Services, Collection Services and Cards

Description	Standard Fee (EUR)
FX Rates*
Customer Mark-Up / Margin (AUD, USD, HKD, CNY, JPY, EUR, GBP, CAD, CHF, NZD, SGD)	0.50%
Customer Mark-Up / Margin (MYR, IDR, KRW, PHP, THB, VND, INR, NPR, PKR, BDT, TRY, LKR)	1.00%
Customer Mark-Up / Margin (Other Currencies)	1.00%
FX Quotes**
1-Minute Quote Validity	0.02%
15-Minute Quote Validity	0.08%
30-Minute Quote Validity	0.10%
1-Hour Quote Validity	0.12%
4-Hour Quote Validity	0.20%
8-Hour Quote Validity	0.25%
24-Hour Quote Validity	0.30%
Collections
Global Account Creation Fee	€0
Global Account Receiving Funds Fee	€0
Payments
Payments in CNY	0.10%
Local Payment Fee (incl. BPAY and FPS)	€0
SWIFT (SHA) Payment Fee (incl. RTGS and FedWire)***	€10 per payment
SWIFT (OUR) Payment Fee****	€20 per payment
Other Fees & Charges
Account Opening Fee	€0
Monthly Account Fee	€0
Break Costs	Varies. See PDS for example
API Integration Set Up Fee	To be advised.

Notes:

Effective 29 May 2024: For FX Conversions in Major Currencies that are required as a result of amendments or cancellations, the above FX margin will apply. For currencies other than the Major Currencies (which cannot be held in the Wallet), the FX margin applied to the original conversion will be used.

* The customer mark-up / margin will be included as the FX Exchange Rate that is used to convert one currency for another currency. If any currency is not listed, it will be treated as an “other currency”.

** The Quotes mark-up / margin will be included in addition to the customer mark-up / margin in FX Rates as the FX Exchange Rate that is used to convert one currency for another currency. This feature is only available for customers on API version 2024-06-30 or later.

*** SHA: Both the client (sender) and beneficiary will pay fees to the sending bank i.e. fees for the outgoing transfer. Beneficiary will receive the amount transferred less the intermediary banks' fees.

**** OUR: The client pays for the wire transfer fees charged by intermediary banks.

Cards

Description	Standard Fee (EUR)
Cards*
Employee Cards	€6.00 per active Employee Cardholder** per calendar month
Automatic conversion fee until 20 October 2023***	0.5%
Automatic conversion fee as of 20 October 2023	1.00%

* This fee is not applicable to the first five Employee Cardholders and will apply to Cardholders 6-50. Cardholders in excess of 50 will require negotiated pricing.

** An Employee Cardholder is active if they have been verified and has an Employee Card that has not been cancelled or has not expired during the relevant month.

*** Automatic conversions allow you to spend on your Card if you don’t hold sufficient levels of the currency you are trying to spend with, but you hold sufficient funds in your home currency to cover the transaction. This is an optional feature.

Automatic conversions use your home currency to help prevent Card payments from failing. If you have insufficient funds to complete a Card transaction involving 1 of the 10 currencies listed below, we will use the available funds in your Home Currency.

The 10 currencies are: AUD, CAD, CHF, EUR, GBP, HKD, JPY, NZD, SGD, and USD.

We will first check if sufficient funds are available in your transaction currency's balance in your Wallet. If not, we will check whether your home currency's balance can cover the entire transaction amount. If it can, we will deduct the transaction amount from your home currency balance at the prevailing FX rate plus an auto-conversion fee.

Additional notes:

The above fees (as applicable) will be deducted from your Wallet on a monthly basis. In the event that a Cardholder is not active for a full calendar month (e.g. becomes active or cancelled mid-month) the fees deducted will be prorated based on the total number of days in that calendar month for which the Cardholder was active e.g., if a customer has had one active Employee Cardholder for 12 days in July, they would be charged €6 X 12 / 31)

If you have any questions about the fees deducted from your Airwallex Wallet, please contact us and we can help clarify any questions. For more information on billing, please see our FAQs.

Online Payments Fee Schedule

The following pricing is quoted on a blended pricing basis for Cards and Local Payment Methods. The general fees specified, except for the Foreign Currency Settlement Fee, are applicable to both the acceptance of Cards and Local Payment Methods. All fees set out in this schedule are VAT exclusive, unless otherwise indicated. For interchange++ pricing, please reach out to our sales team.

Defined terms in this Fee Schedule have the meaning given to them in Airwallex’s Online Payment Terms, which can be found here: https://www.airwallex.com/eu/terms.

1. General Fees

Description	Airwallex Fee	Charging Method
Gateway Fee (incl. fraud & 3DS)	EUR 0.25	per attempted or actual Transaction
Foreign Currency Settlement Fee*	0.50%**	per settlement of a non-EUR Transaction in the same non-EUR currency
Foreign Currency Settlement Fee* [Pricing applies to new online payments customers, who’ve had their payments application approved on or after 8 November 2023 and existing online payments customers from 11 January 2024 onwards]	1.00%	per settlement of a non-EUR Transaction in the same non-EUR currency
FX Conversion Fee*	2.00%	per conversion of a Transaction currency into the Settlement Currency
Refund Fee^	EUR 0.25	Per Refund request
Chargeback Fee^	EUR 15	per Chargeback request

* The Foreign Currency Settlement Fee is not applicable to Transactions made by Local Payment Methods. The Foreign Currency Settlement Fee and the FX Conversion Fee are separate fees. Depending on the specific foreign currencies involved in a Transaction, only one of these would be charged at once. ^ These fees exclude any additional fees or charges imposed by a Network. Such fees and charges will be passed onto you by Airwallex.

** Will apply to select customers as agreed in writing with Airwallex

2. Pre-chargeback Service Fees

Visa rapid-dispute-resolution (RDR) Service Fee

Description	Airwallex Fee	Charging Method
Tier 1 business industry [1]	EUR 5.00	per RDR case
Tier 2 business industry [1]	EUR 20.00	per RDR case
Tier 3 business industry [1]	EUR 35.00	per RDR case
[1] The business industry tier is determined by the Merchant Category Code (MCC) assigned to you by Airwallex:

• Tier 1 MCCs:
  • All MCCs not referenced in Tiers 2 or 3
• Tier 2 MCCs:
  • 5045 (Computers and Computer Peripheral Equipment and Software)
  • 5399 (Misc General Merchandise)
  • 5499 (Misc Food Stores - Convenience Stores and Specialty Markets)
  • 5734 (Computer Software Stores)
  • 5735 (Record Stores)
  • 5815 (Digital Goods Books/Movies/Music)
  • 5817 (Digital Goods App – Excludes Games)
  • 5818 (Large Digital Goods Merchant)
  • 5964 (Direct Marketing - Catalog)
  • 5968 (Direct Marketing - Subscription)
  • 5969 (Direct Marketing - Other)
  • 5999 (Miscellaneous Specialty Retail)
  • 7299 (Miscellaneous Personal Services – not elsewhere classified)
  • 7321 (Consumer Credit Reporting)
  • 7399 (Business Services – Default)
  • 8699 (Member Organizations – Default)
  • 8999 (Professional Services – Default)
• Tier 3 MCCs:
  • 4816 (Computer Network/Information Services)
  • 5122 (Drugs, Drug Proprietaries, Druggist Sundries)
  • 5816 (Digital Goods - Games)
  • 5912 (Drug Stores, Pharmacies)
  • 5962 (Direct Marketing - Travel Related Arrangement Services)
  • 5966 (Direct Marketing – Outbound Telemarketing Merchants
  • 5967 (Direct Marketing - Inbound Telemarketing Merchants
  • 5993 (Cigar Stores and Stands)
  • 6051 (Non-Financial Institutions - Foreign Currency, Non-Fiat Currency, Money Orders, Travelers Cheques and Debt Repayment)
  • 7273 (Dating and Escort Services)
  • 7995 (Betting, including Lottery Tickets,Casino Gaming Chips, Off- Track Betting,and Wagers at Race Tracks)

Mastercard Collaboration Service Fee

Description	Standard Fee	Charging Method
Tier 1 business industry [1]	11 EUR	per accepted Collaboration case
Tier 2 business industry [1]	20 EUR	per accepted Collaboration case

Notes: [1] The business industry tier is determined by the Merchant Category Code (MCC) assigned to you by Airwallex:

• Tier 1 MCCs:
  • All MCCs not referenced in Tier 2
• Tier 2 MCCs:
  • 4816 (Computer Network/Information Services)
  • 5122 (Drugs, Drug Proprietaries, Druggist Sundries)
  • 5912 (Drug Stores, Pharmacies)
  • 5962 (Direct Marketing: Travel-Related Arrangement Services)
  • 5964 (Direct Marketing - Catalog)
  • 5966 (Direct Marketing - Outbound Telemarketing Merchants)
  • 5967 (Direct Marketing - Inbound Telemarketing Merchants)
  • 5968 (Direct Marketing - Subscription)
  • 5969 (Direct Marketing - Other)
  • 5993 (Cigar Stores and Stands)
  • 7273 (Dating and Escort Services)
  • 7995 (Betting, including Lottery Tickets, Casino Gaming Chips, Off- Track Betting, and Wagers at Race Tracks)

3. Payment Method Fees (Blended)

Description	Airwallex Fee	Charging Method
EEA Consumer Cards - Visa and Mastercard	1.30%	per Transaction
All Other Cards - Visa and Mastercard	2.80%**	per Transaction
All Other Cards - Visa and Mastercard [Pricing applies to new online payments customers, who’ve had their payments application approved on or after 8 November 2023 and existing online payments customers from 11 January 2024 onwards]	3.15%	per Transaction

** Will apply to select customers as agreed in writing with Airwallex

4. Local Payment Methods (Blended)

Description	Airwallex Fee	Charging Method
WeChat Pay	2.00%	per Transaction
Other payment methods: Refer to: https://www.airwallex.com/uk/online-payments-capability

Some of these fees may appear as one combined fee on your invoice. For example, an International Card transaction may appear as one fee that combines the Payment Method Fee and Foreign Currency Settlement Fee in the same line item. If you have any questions about the fees on your invoice, please contact us and we can help clarify any questions.

5. Subscription Management (API only)

Description	Airwallex Fee	Charging Method
Collect recurring subscription payments from your customers	0.40%	per successful transaction

Privacy Policy

Thank you for using Airwallex!

Airwallex is a global payments and financial platform company for modern businesses. We provide a broad range of financial services including payments, treasury, spend management and embedded finance to global businesses of all sizes. It is important that you are well informed as to how we process your personal information. This Privacy Policy (the “Policy”) describes the information we collect from you and how that information is used and shared by us. It also includes details about the choices we offer you in relation to your information. Please review it carefully.

Here is a summary of the information contained in this Policy (although it is not a substitute for reading the full Policy). We have included hyperlinks to help you jump to the relevant sections with more detail.

What does this Policy apply to?	This Policy applies to any user of products, services, technologies or functionalities offered by us anywhere in the world, and to any visitor to our website, mobile app, or other channel.	Link
Who is the data controller?	“We” or “us” in this Policy refers to Airwallex. The data controller of your personal information varies by your location: Australia Airwallex Pty Ltd. or Airwallex Capital Pty Ltd (depending on the Services provided) Canada Airwallex (Canada) International Payments Limited  Hong Kong Airwallex (Hong Kong) Limited or UniCard Solution Limited or Airwallex Capital Hong Kong Limited (depending on the Services provided) EEA/Switzerland Airwallex (Netherlands) B.V.  Malaysia Airwallex (Malaysia) Sdn Bhd  New Zealand Airwallex (New Zealand) Limited  Singapore Airwallex (Singapore) Pte Ltd  UK Airwallex (UK) Limited United States Airwallex US, LLC	Link
What types of information do we collect and why?	When you set up an account to use our Services, we require information (such as your name, address, government-issued ID, tax identifier, business information) to set this up. We also process certain identity information when we undertake our KYC/AML process. We will process information in connection with transactions (including payment information and the beneficiary of payment). Our Services also process network, device and usage information in order to maintain the integrity of our systems. You can read more about what personal information we process and why below.	Link
How is your information shared?	Our affiliates and select third parties support the operation of the Services and will necessarily transfer personal information in order to facilitate the Services and services provided by third parties at your request and/or with your consent. If a third party is engaged to support the Services, this is solely for the purpose of the Services and we require that the third party comply with appropriate safeguards to protect personal information. Services supported and/or provided by third parties may include support services, effecting transactions, account information services, payment initiation services, cloud services, analytics, market research, fraud detection, Business Customers’ services and other functions in connection with the Services. We also have affiliates around the world who help us deliver the Services and we may be required by a court or legal obligation to disclose certain information in some circumstances. You can read more about how we share your personal information below.	Link
Where do we store your information?	We primarily host your personal information in Singapore, Hong Kong, Belgium, the Netherlands, Japan, Australia, Malaysia, and the United States. As a global business we may also transfer your personal information to, and process your personal information in,  countries outside your country of incorporation, business operations or residence, and where our affiliates, Ecosystem and Financial Partners and service providers are located.	Link
How long do we retain information for?	We only retain personal information for so long as it is required to fulfil the purpose for which it was collected, unless we are subject to legal or regulatory obligations to retain such information. You can read more about how long we retain specific categories of personal information below.	Link
What rights do I have to processing of my information?	Depending on where you are located, you may have certain rights with respect to your personal information, such as rights of access, to receive a copy of your information, or to delete your information or restrict or object to our processing of your information. You can read more about your rights below.	Link
How can I contact Airwallex?	If you have questions or concerns about this Policy or a specific request related to your personal information, please contact us at [email protected].	Link
How will we notify you of changes to this Policy?	We reserve the right to make changes to this Policy at any time by posting a revised version to our Site and updating the “Last Updated” date at the top of this Policy.	Link
Are there specific terms that apply to certain countries?	Yes. You can read more about the specific processing activities for certain jurisdictions in the Jurisdiction-Specific Addenda below.	Link

1. SCOPE OF POLICY

This Policy applies to you when you use or interact with our Services anywhere in the world, or our website, mobile app, or other channel (collectively, “Sites”). “Services” means any products, services, technologies or functionalities offered by Airwallex. The Services we offer may vary by region.

Depending on the context, “you” may mean any of the End User, Business Customer, Representative or Visitor.

• End User: an end user (individual) who uses our Service, regardless of whether the End User uses  our Services for personal use or otherwise. We collect an End User’s personal information when provided by the Business Customer . 

• Representative: individual who is the owner of, or who acts on behalf of a Business Customer  (e.g. employee, director or officer of Business Customer who has authority for managing Business Customer’s account with us). 

• Visitor: a visitor (individual) to our Sites or who otherwise communicates with us (e.g. if you send us a query on our Support Page) without being logged into an Airwallex account.

• “Business Customer” refers to a business entity who we provide Services to, whether directly or indirectly, or do business with and such Business Customer will provide us with an End User’s personal information in connection with Business Customer and that End User’s respective activities. When you (as an End User or Representative) interact with a Business Customer, your personal information will be collected, retained, shared and/or stored by the Business Customer in accordance with their own privacy policies and not this Policy.

2. DATA CONTROLLER

As used in this Policy, “we,” “us” “our” and “Airwallex” refers to the Airwallex group company that acts as the data controller with respect to your information. The data controller responsible for your information under this Policy varies depending on your country of residence and/or the entity used to enter into an agreement with Airwallex to provide services to you and is listed below.

Our privacy team can be contacted at [email protected].

Country of Residence	Data Controller(s)	Address
Australia	Airwallex Pty Ltd  (for payment and other financial services) and  Airwallex Capital Pty Ltd (for discretionary portfolio management services)	Level 7, 15 William Street, Melbourne, VIC 3000, Australia
United States	Airwallex US, LLC	2 Embarcadero Center, 8th Floor, San Francisco, CA 94111, USA
Hong Kong	Airwallex Capital Hong Kong Limited (discretionary portfolio management service) or Airwallex (Hong Kong) Limited (for payment and other financial services) or UniCard Solution Limited (for stored value facility services)	34th Floor, Oxford House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong SAR 34th Floor, Oxford House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong SAR
UK	Airwallex (UK) Limited	LABS House, 15-19 Bloomsbury Way, London WC1A 2TH, London, United Kingdom
EEA or Switzerland	Airwallex (Netherlands) B.V.	Herengracht 168 Unit 201, 1016BP Amsterdam, The Netherlands
Malaysia	Airwallex (Malaysia) Sdn Bhd	WeWork Mercu 2, Level 40, No.3 Jalan Bangsar, KL Eco City 59200, Kuala Lumpur, Malaysia
New Zealand	Airwallex (New Zealand) Limited	c/- CSNZ, Level 5, 79 Queen Street, Auckland 1010, New Zealand
Singapore	Airwallex (Singapore) Pte Ltd	#20-01, Guoco Tower, 1 Wallich Street, Singapore 078881
Canada	Airwallex (Canada) International Payments Limited	Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, BC Canada, V7X 1L3.

3. THE TYPES OF PERSONAL INFORMATION WE USE

“Personal information” means any information that identifies you (whether directly or indirectly), such as your name, address, telephone number, email address, date of birth, payment card information, bank account information and any other data that is associated with your identity. The specific categories of personal information which we process are listed in the section “How We Use Your Personal Information” below. This section describes the different types of personal information we collect from you and how we process it.

A. INFORMATION YOU PROVIDE DIRECTLY TO US

• Account and Profile Information, Events participation, Newsletter or Content subscription: To use our Services or attend an event or receive content we publish, you must provide certain personal information to us, including contact details and other information required to establish an account profile, identity verification information, financial information and information regarding beneficiaries of payments. This information is necessary for us to perform the contracted services and also to allow us to comply with our legal obligations. If you are not able or willing to provide this information, we may not be able to provide you with all the requested Services.

• Survey, feedback, and promotions: Some information you provide to us is voluntarily provided by you and not mandatory. Examples of such information include your opting to respond to our surveys, provide feedback to us about our products and services, participate in promotions or contests or otherwise communicate with us. This information allows us to provide incentives or additional features to you, evaluate our performance and to create a better user experience for you when using the Airwallex platform. This additional information will be processed based on our reasonable discretion or when applicable, your consent.

B. INFORMATION AUTOMATICALLY COLLECTED FROM YOUR USE OF SERVICES

We automatically collect certain data from you when you use the Services or visit any of our Sites where we have a legitimate interest (such as to prevent fraud or misuse, or to understand your use of and improve our Services). This includes:

• transaction data, beneficiary information, card related information;

• usage data;

• information about the devices you use to access the Services;

• recordings; 

• log data; and

• location  information.

Our Cookie Policy provides additional information about the technologies we use to automatically collect your personal information mentioned above.

C. INFORMATION COLLECTED FROM THIRD PARTIES

We also obtain information about you from other external sources, including information obtained from our ecosystem and financial partners, payment service providers, service providers, credit bureaus, credit reference agencies or other providers of credit information, financial institutions, debt collection agencies, companies and other official registers and databases, fraud prevention agencies and partners, community forums used to post ratings or reviews, Airwallex business partners or Business Customers through which you access our Services, or other sources of public records. The collection and sharing of such personal information with Airwallex is also explained in such third parties’ own respective privacy policies. We may combine information collected from third parties with information we collect from you directly through the Airwallex platform.

Regardless of the method of collection, the information we obtain from or about you is subject, at all times, to the privacy choices or rights exercised by you.

D. COOKIES

We use cookies and similar technologies (i.e. web beacons, pixels, ad tags and device identifiers) to recognize you, prevent fraud and secure our systems and network and to customize your online experience. To learn more about cookies and the other tracking technologies we may utilize, please refer to our Cookie Policy, which includes a comprehensive overview of cookies and provides further details about how we use cookies and how to control our use of cookies.

4. HOW WE USE YOUR PERSONAL INFORMATION

This section provides more detail on the types of personal information we collect from you, and why. For users who are resident in the United Kingdom, the European Economic Area or Switzerland (each a “Relevant Jurisdiction”), it also identifies the legal basis under which we process your personal information.

Personal Information		Use	Legal Basis (only relevant if you are located in a Relevant Jurisdiction)
Account and Profile Information (End User, and/or Representative only)	Personal identifiers such as your name, residential address, email address, date of birth, social security number, driver’s license number, passport number, tax identification number or other similar identifiers.	To provide the Services, e.g. • to create a User Profile and associated permissions and authorisations to that User Profile; • to process instructions from you payments and the use of our products; • to provide customer support; • to enable you to access and use the Airwallex products and platform; and • to evaluate your application to use the Services. To prevent fraud, misuse or breaches of the Acceptable Use Policy, e.g. • to verify your identity or authenticate your right to access an account or other information; • to manage risk, fraud and abuse of the Services and Sites; and • to conduct manual or system monitoring to protect against fraud and other harmful activity. To communicate with you, e.g. • to respond to your inquiries and support requests; • to send you service updates and notices, security alerts and other administrative messages;  • to provide information related to your transactions including confirmations, receipts and tracking notices; and • send you our newsletter or other content, or to send you marketing and promotional messages and offers.	Necessary to perform our contract with you to provide the Services and to send you communications related to your use of the Services. Consent to send you promotional or marketing communications.  It is in our legitimate interests to prevent fraud misuse, or breaches of the Acceptable Use Policy.
Demographic Data (End User and/or Representative only)	We may also collect demographic data about you including your employment history, education, income and other similar information.	To develop new products or enhance existing products and Services. To monitor and analyze trends, usage and other user activities on our Sites to optimize user experience.	It is in our legitimate interests to use this information to improve our Services and Sites.
Identity Verification Documents (End User and/or Representative only)	To comply with laws and regulations, we may collect copies of your government-issued identification document. Name, date of birth, identification document (including passport, driver’s licence or national ID card), address proof, tax residency information or other authentication information, all of which may include photographs of you. To the extent permitted by applicable law, we may obtain reports about you from public records. In order to obtain such reports, we may use information or personal information you provide to us.	To fulfil our legal obligations. To provide the Services, e.g.: • to create your account for the Services in accordance with your request; and • to verify your identity or authenticate your right to access an account or other information.  To prevent fraud, or misuse or breaches of the Acceptable Use Policy, e.g. • to verify your identity or authenticate your right to access an account or other information; • to manage risk, fraud and abuse of our Services and Sites; and • to conduct manual or system monitoring to protect against fraud and other harmful activity.	Necessary to satisfy our legal obligations under applicable law to provide our Services. It is in our legitimate interests to prevent fraud,  misuse or breaches of the Acceptable Use Policy.
Transaction  Data  (End User and/or Representative only)	We may collect financial information such as bank account details (account number, routing number), credit or debit card numbers, billing address, shipping address, payment method information, merchant, location, transaction amount, date of transaction or tax information.	To provide the Services, including  to process payments from and to the Business Customer’s account or the End User account, to process payment transactions from buyers or the users of any Airwallex card products. To fulfil our legal and regulatory reporting obligations.	Necessary to perform our contract with you to provide the Services. Necessary to satisfy our legal and regulatory reporting obligations under applicable law.
Beneficiary Information (End User and/or Representative only)	We may collect information about the parties to the transaction, the designated recipient (including the recipient’s bank account information), the source of the funds, the reason for the transaction, the devices and payment methods used to complete transactions.	To provide the Services, e.g. • to process payments from and to the Business Customer or End User account. To prevent fraud, misuse or breaches of the Acceptable Use Policy, e.g. • to verify your identity or authenticate your right to access an account or other information; • to manage risk, fraud and abuse of the Services and Sites; and • to conduct manual or system monitoring to protect against fraud and other harmful activity.	Necessary to perform our contract with you to provide the Services. It is in our legitimate interests to prevent fraud, misuse or breaches of the Acceptable Use Policy.
Card Related Information (End User)	Card numbers and details	To provide the Services, e.g. • to process payments made by the card; • to issue cards and process their transactions as part of the Services; • to validate the authenticity of the transaction; and • to prevent fraud.	Necessary to perform our contract with you to provide the Services and to fulfil our legal obligations.
Business Entity Information (End User and/or Representative only)	If you are using the Services on behalf of a business entity, we may collect information about the business including: the organizational structure of the company, the company address, the product and service offerings, website domain name used by the business,  information about the beneficial owners of the business, tax classification of the business, tax identification number(s), company registration number(s),and its tax residence. We also may collect entity formation documents or other corporate records.	To provide the Services, e.g. • to process payments to your suppliers and other recipients; • to provide customer support; • to enable you to access and use the Airwallex platform;  • to evaluate your application to use our Services; and • where applicable, to meet our legal obligations and conduct required and regulatory reporting, including to tax authorities.  To prevent fraud, misuse or breaches of the Acceptable Use Policy, e.g. • to verify your identity or authenticate your right to access an account or other information; • to manage risk, fraud and abuse of our Services and Sites; and • to conduct manual or system monitoring to protect against fraud and other harmful activity. To communicate with you, e.g. • to respond to your inquiries and support requests; • to send you technical notices, updates, security alerts and other administrative messages; and • to provide information related to your transactions including confirmations, receipts and tracking notices.	Necessary to perform our contract with you to provide the Services. To fulfil our legal and regulatory  obligations.  It is in our legitimate interests to prevent fraud, misuse or breaches of the Acceptable Use Policy.
Log Data (End User and/or Representative only)	When you access the Services, we collect server logs which may include information such as access times and dates, pages viewed and other system activity, including the third-party site you were using before accessing our Services.	To provide the Services. To prevent fraud, misuse or breaches of the Acceptable Use Policy and improve our Services. To understand your use of and improve the Services.	Necessary to perform our contract with you to provide the Services. It is in our legitimate interests to prevent fraud, misuse or breaches of the Acceptable Use Policy and improve the Services.
Device Information (End User and/or Representative only)	We may obtain information about the devices you use to access the Services including: the device type, operating systems and versions, the device manufacturer and model, preferred languages, and plugins.	To provide the Services. To prevent fraud, or misuse or breaches of the Acceptable Use Policy and improve the Services. To understand your use of and improve the Services.	Necessary to perform our contract with you to provide the Services, and it is in our legitimate interests to prevent fraud,  misuse or breaches of the Acceptable Use Policy and improve the Services.
Usage Information	We collect information about how you interact or engage with the Sites and how you use the Services including your user preferences and other settings selected by you. This information may be collected if you visit our Sites and regardless of whether or not you establish an account with us or conduct a transaction. In some cases, we do this by utilizing cookies, pixel tags and similar technologies. Please see further details about cookies and other tracking technologies in our Cookie Policy.	To provide the Services. To evaluate your satisfaction with our Services, platform and features. To develop new products or enhance existing products and services. To monitor and analyse trends, usage and other user activities on our Sites to optimize user experience and to improve the Services. To protect the integrity and security of the Services and improve our operations.	Necessary to perform our contract with you to provide the Services. It is in our legitimate interests to protect the integrity of the Services and improve our operations.
Location Information (End User and/or Representative only)	When you use certain features of the Services, we may collect information about your precise or approximate location as determined by data such as your IP address or mobile device GPS. Most mobile devices allow you to control or disable the use of geolocation services for applications by changing preferences on your mobile device.	To provide the Services. To enable you to access and use the Airwallex platform. To manage risk, fraud and abuse of our Services and Sites or breaches of the Acceptable Use Policy.  To conduct manual or system monitoring to protect against fraud and other harmful activity.	Necessary to perform our contract with you to provide the Services. It is in our legitimate interests to prevent fraud,  misuse or breaches of the Acceptable Use Policy.
Communications Data	Information related to your interactions and communications with us, which may include email messages, chat sessions, text messages, and phone calls that we exchange with you.	To respond to your inquiries and customer support requests. To send you technical notices, updates, security alerts and other administrative messages.  To provide information related to your transactions including confirmations, receipts and tracking notices.	Necessary to perform our contract with you to provide the Services.
Call Recordings	Voice recordings of you captured when you contact us or if we contact you, including interactions with our customer service or sales teams.	To respond to your inquiries and customer support requests.	Necessary to perform our contract with you to provide the Services.
Various other Information	Any information you may provide us when you respond to surveys.	To run the survey and analyse the results for our internal business purposes.	We collect this information with your consent.
Any information you may provide us when you participate in contests.	To facilitate promotional contests that you choose to participate in.	We collect this information with your consent.
Any information you may provide us when you participate in promotions or request to receive promotional information.	To deliver promotional offers, incentives, and targeted marketing in accordance with your preferences (as permitted by applicable law). To provide invitations and information about events or events held by our partners.	We collect this information with your consent.

5. TRANSFERS AND STORAGE

We primarily host your personal information in Singapore, Hong Kong, Belgium, the Netherlands, Japan, Australia, Malaysia, and the United States. As a global business we may also transfer your personal information to, and process your personal information in,  countries outside your country of incorporation, business operations or residence, and where our affiliates, Ecosystem and Financial Partners and service providers are located. These countries may have data protection rules that are different from your country. In certain situations, we may be required to disclose your personal information pursuant to lawful requests from local law enforcement or government authorities. Airwallex  implements appropriate measures and safeguards to protect your personal information to meet the standards described in this Policy, including the use of mandated Standard Contractual Clauses (for the European Union) and International Data Transfer Agreement (for the United Kingdom) or any equivalent standard contracts issued by relevant authorities into its agreements (where applicable) and/or adopting alternative measures required for the lawful transfer of personal information in accordance with applicable data protection law.

INFORMATION SHARING AND DISCLOSURE

Only where necessary will we share your personal information with third parties. Situations where this occur are:

Third Party	Purpose
Third party service providers	We engage a variety of service providers (who act as data processors) to enable us to provide our Services to Business Customers, and, indirectly, to you. For example, service providers may be used to: facilitate payment processing, support technology or infrastructure, cloud storage, conduct market research, marketing analytics, detect fraud, verify identity and perform audits or other functions. We will share your personal information with such service providers only to the extent necessary to allow the performance of their intended engagement. All service providers and business partners that receive your personal information are contractually bound to protect and use your information only in accordance with this Policy.
Our corporate affiliates	To facilitate or support us in providing the Services to you, we may share your personal information within the Airwallex group of companies. All Airwallex group companies may only use your personal information in accordance with the relevant Intra-Group contracts governing such processing and for the purposes set out in this Policy.
Financial and Ecosystem Partners	The Services may be offered to you (as an End User, Business Customer or Representative) in conjunction with or facilitated by other financial institutions, other payment institutions or other ecosystem partners (such as a provider of accounting or treasury management services or a marketplace payment service provider programmes).  In respect of Financial or other payment institutions, such transfers and disclosures are necessary in order to provide the Airwallex services to you.  In respect of Ecosystem Partners, such disclosures and transfers will be made in the manner you authorised or requested, or described to you (to enable use by you of such Ecosystem and Financial partners’ products and services) at the time you authorised or requested such disclosures.  When you allow or authorise such 3rd party provider, plugins, widgets, and/or website to access your Airwallex Account or to receive your personal information, this will constitute a request and/ or authorisation.
In respect of Connected Account holders, the Platform (or any Platform partners)	For the Airwallex for Platforms solution, personal information relating to the Connected Account will be transferred to the Platform (or the Platform partners) to allow the Connected Account to consume the Airwallex services via the Platforms’ (or Platforms’ partner’s) website or mobile app.  The Platform (and/or Platform partner)is an independent data controller of the personal information it processes in relation to the Connected Account holder.
Commercial Partners	We may also refer you to services provided by our Commercial Partners (as an End User, Business Customer or Representative).  Such Commercial Partners provide services under their own licences or authorisations, will have direct contracts with you and may be independent data controllers of the data you provide to them or data generated from your use of their services.  Airwallex has no responsibility for any Commercial Partner services.  Any data that may need to be transferred to such Commercial Partners from us will be done with your consent or as requested by you.
Regulatory Authorities: regulators, judicial authorities and law enforcement agencies, tax authorities, and other third parties for safety, security, or compliance with the law.	There are circumstances in which we are legally required to disclose information about you to authorities (e.g. regulators, judicial authorities, courts, law enforcement agencies, tax authorities, and other public / government authorities both domestic and international), such as to comply with a legal obligation or processes, enforce our terms, address issues relating to security or fraud, or to protect our users. These disclosures may be made with or without your consent, and with or without notice, subject to and in compliance with the terms of valid legal process, including but not limited to regulatory queries or requests, subpoenas, court orders, or search warrants. We are usually prohibited from notifying you of any such disclosures by the terms of the legal process. We may also disclose your information to: enforce our Master Services Agreement entered into with the Business Customer or End User, or our online terms and conditions accepted by the Business Customer or End User or other applicable agreements or policies, including investigation of any potential violation thereof; detect, prevent or otherwise address security, fraud or technical issues; protect our rights, property, privacy, or security, or that of others, as permitted by law; or comply with relevant law, legal process or governmental requests or orders.
Social Media Platforms	Social media networks such as Facebook, Twitter, Pinterest, and Instagram that offer functionalities, plugins, widgets, or tools in connection with our corporate website or mobile application. If you as a Visitor choose to use these functionalities, plugins, widgets, or tools, certain information may be shared with or collected by those social media companies — for more information about what information is shared or collected, and how it is used, see the applicable social media company's privacy policy.
Potential Acquirers of our Business	If we are the subject of or are involved in any corporate merger, acquisition, consolidation, reorganization, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with bankruptcy or similar proceedings), we may share data with third parties during negotiations. In the event your personal information becomes subject to a different privacy policy, we will make reasonable efforts to notify you beforehand. We also may need to disclose information to a third party in connection with a commercial transaction where we or any of our affiliates are seeking financing, investment or funding.
Other Authorized Parties	If you request (as part of the Services provided to you) or provide your consent, we may share your information including your personal information with a third party not defined in this Policy.

A list of Airwallex’s third party processors and sub-processors can be found here. 

6. DATA RETENTION

We will retain your personal information for the period of time required to comply with applicable law, for fulfilling any ongoing obligations to you or, where necessary and consistent with applicable law, for our internal business purposes.

We will retain your personal information even after you close your Airwallex account or request deletion of your personal information. Examples of such cases include:

• To process any transactions booked prior to closure or deactivation of an account.

• To comply with anti-money laundering regulations or other laws and rules.

• To detect or prevent fraud and other loss prevention activities.

• To comply with legal process orders or law enforcement requests.

• To collect any fees or other outstanding amount owed and payable to us by you.

• To comply with our tax, accounting, and financial and regulatory reporting obligations. 

• Where required by our contractual commitments to our ecosystem or financial partners.

• To resolve any disputes or enforce our User Agreement or other applicable agreements or policies.

• To take any other action or exercise any other right in accordance with applicable law.

When a relevant retention period has passed, Airwallex will destroy personal information or, where applicable, sufficiently anonymize the personal information.

For further details on how long we keep your data, please refer to the time periods set out below.

Type of Information	Retention Policy
Account and Profile Information  Demographic Data Identity Verification Documents  Transaction Data Beneficiary Information  Card Related Information Business Entity Information  Log Data Device Information Usage Information  Location Information Communications Data  Call Recordings Various Information	Stored for the lifetime of your use of the Services plus no less than 7 years.

7. YOUR RIGHTS AND CHOICES

You have certain rights relating to your personal information. The ability and extent to which you may exercise these rights will vary depending on your location. Only the data subject (an individual), account owner or the administrator may raise data subject rights to us. 

The following rights (described in detail below) apply to users in a Relevant Jurisdiction.

If you are located outside of a Relevant Jurisdiction, please review the section on Jurisdiction- Specific Rights for more information about the privacy rights afforded to you in your country or state of residence. To exercise any of your rights, please contact us at [email protected].

A. ACCESS, CORRECTION, ERASURE

You may review, correct or update information you provided to us at any time by logging into your Airwallex account. Prior to changing or correcting your information, we may be required to verify your identity. There may be circumstances which preclude us from providing access to some or all of your information, for example where the information contains references to personal information about an individual other than you or the information is subject to legal or proprietary protections. If there is any other personal information you believe we process that you would like to access, correct or erase, please contact us at [email protected].

B. PORTABILITY

You may have the right to receive a copy of certain personal information we process about you. This comprises any personal information we process on the basis of your consent (e.g., survey information) or pursuant to our contract with you (e.g., your name). You may have the right to receive this information in a structured, commonly used and machine-readable format. You may also have the right to request that we transfer or share that personal information to another party (e.g. a third party service provider or an ecosystem or financial partner), with certain exceptions. We will provide further information to you about this if you make such a request.

C. RESTRICTION OF PROCESSING

You may have a right to require us to stop processing the personal information we hold about you other than for storage purposes in certain circumstances. Please note, however, that if we stop processing the personal information, we may use it again if there are valid grounds under data protection laws for us to do so (for example, for the defence of legal claims or for another’s protection). Where we agree to stop processing the personal information, we will try to tell any third party to whom we have disclosed the relevant personal information so that they can stop processing it too.

D. OBJECTION

You may have the right to object to our processing of your personal information. To the extent provided by applicable laws and regulations, you may withdraw any consent you previously provided to us for certain processing activities by contacting us at [email protected]. Where consent is required to process your personal information, if you do not consent to the processing or if you withdraw your consent, we may not be able to deliver the expected service.

8. DEVICE & MARKETING 

Device Permissions

Most mobile devices allow you to disable the use of location services, or revoke consent to applications to access your camera and photo library or send you push notifications information. Please refer to your device settings to restrict collection of certain information.

Notifications

We may from time to time send you notifications when we consider it necessary to do so (for example, when we temporarily suspend access to the Services for maintenance, or security, privacy or administrative-related communications). You may not opt-out of these service-related notifications, which are not promotional in nature.

Marketing Opt-Out

As described in section 4, we only send you promotional communications with your consent. You can opt out of receiving such promotional communications from us by following the instructions included in those messages or by logging into your Airwallex account and changing your preferences. Please note that if you opt out of marketing-related emails from us, we will continue to send you non-promotional messages that are required to provide our Services, such as transactional receipts and messages about your account or our relationship with you.

9. ADVERTISING AND ANALYTICS

We may partner with third parties to display advertisements to you on websites you visit. These third-party partners use cookies and other technologies to gather information about your activities on our Sites as well as other sites you visit in order to serve you advertising based upon your browsing history and interests. To learn more about behavioral advertising and online tracking, visit the Network Advertising Initiative. This website also provides information about how to opt out of interest-based online advertising delivered by member companies. You can learn more about Google’s practices here. For more information about the cookies that may be served through use of our services, please refer to our Cookie Policy.

10. SECURITY

We implement and update technical and physical security measures to safeguard your personal information against loss, misuse or unauthorized access on an ongoing basis. Safeguards used to protect your information include firewalls, data encryption, and access controls. Please keep in mind that the transmission of information over the Internet is never 100% secure and no data storage system can be guaranteed safe. Although we will do our best to protect your personal information, we cannot warrant the security of data transmitted to our Sites; any transmission is at your own risk. We encourage you to understand the integral role you play in keeping your own personal information secure and confidential. Please select passwords that are sufficiently complex and always keep our log-in details secure. If you suspect any unauthorized use or access to your account or information, please contact us immediately.

11. CHILDREN’S PRIVACY

The Sites and Services are not intended for or directed at children. By children we mean users under the age of 16 or in the case of a country where the minimum age for processing personal information differs, such different age.

We do not knowingly collect any information from children. If we obtain actual knowledge that we have collected personal information from a child, we will immediately delete it (unless we are legally obligated to retain such information). Please contact us if you believe that we inadvertently collected information from any child.

12. THIRD PARTY LINKS AND SERVICES

The Sites may include links to third party websites or services, such as third-party integrations, co-branded services, or third-party branded services (“Third-Party Sites”). Clicking on those links or enabling those connections may allow third parties to collect or share information about you. We do not own or control these third-party websites and when you engage with these Third-Party Sites, you may be providing information directly to the Third-Party Site, Airwallex, or both. Third-Party Sites will have their own policies about the collection, use and disclosure of your information. Please review those policies for more information.

13. UPDATES TO THIS POLICY

We reserve the right to make changes to this Policy at any time by posting a revised version to our Site and updating the “Last Updated” date at the top of this Policy. To the extent permitted by applicable law, your continued use of our services after such notice or posting constitutes your consent to our revisions of this Policy. If you disagree with any of our changes, you may deactivate your account with us at any time.

14. CONTACT

If you have questions or concerns about this Policy or a specific request related to your personal information, please contact us at [email protected].

If you wish to make an inquiry regarding how we process your personal information, please contact us at [email protected] and we will endeavour to deal with your request as soon as possible. This is without prejudice to your right to launch a claim with the data protection authority in the country in which you live or work where you think we have infringed data protection laws.

15. LANGUAGE

Except as otherwise set out by law, in the event of any inconsistency between the English version and local language version of this Policy (where applicable), the English version shall prevail.

JURISDICTION-SPECIFIC RIGHTS

Some jurisdictions’ laws contain additional terms for users of the Services, which are set out in this section. If you are a customer of Airwallex entity located in one of the jurisdictions below, the terms set out below under the name of your jurisdiction apply to you in addition to the terms set out in our Policy above.

For customer of Airwallex Australia

Overseas Recipients

You consent to the transfer of personal information to third parties outside Australia, and acknowledge that while we take reasonable steps to ensure that such third parties handle your personal information in accordance with Australian privacy laws, we will not be liable for the acts and omissions of these overseas third party recipients.

Access

You have the right to access personal information we hold about you, how we use it, and who we share it with. You can access the personal information you have made available as part of your account by logging into your account. If you believe we hold any other personal information about you, please contact us at [email protected].

Correction

You have the right to correct any of your personal information we hold that is inaccurate. You can access the personal information we hold about you by logging into your account. If you believe we hold any other personal information about you and that information is inaccurate, please contact us at [email protected].

Transacting Anonymously

Where possible we will give you the option of not identifying yourself when using the Service. You acknowledge that if you do not provide us with your personal information, we may be unable to provide you with access to certain features or sections of the Services.

Your Rights

If you are dissatisfied with our response to your request for access to, or correction of, your personal information or your privacy complaint in respect of your personal information, you may contact the Office of the Australian Information Commissioner (Telephone: +61 1300 363 992 or email: [email protected]).

Data Transfers

While we take reasonable steps to ensure that third party recipients of your personal information comply with privacy laws that are similar to those of your jurisdiction, you acknowledge and agree that we cannot control the actions of third party recipients and so cannot guarantee that they will comply with those privacy laws.

For customers of Airwallex United States and resident in California

If you are a California resident, you have certain rights afforded by the California Consumer Protection Act as amended by the California Privacy Rights Act (CCPA) with respect to your personal information.

Collection and Disclosure of Personal Information

Over the past 12 months, we have collected and disclosed the following categories of personal information from or about you or your device:

• Identifiers, such as your name, email address, residential address, date of birth, social security number, driver’s license number, passport number, tax identification number or other similar identifiers, government issued identification information, bank account details, credit card or debit card numbers and IP address. This information is collected directly from you and your device. We disclosed identifiers with third party service providers, our corporate affiliates, ecosystem and financial partners, regulatory authorities, and other authorised parties.

• Internet or other electronic network activity information, such as your information regarding your use of the Services, including your user preferences and other settings selected by you, server logs, and other device information as described in the main Policy. This information is collected directly from you and your device. This may be disclosed to third party service providers, our corporate affiliates, ecosystem and financial partners, regulatory authorities, social media platforms and other authorised parties.

• Commercial information about any transactions within the Services such transaction information when you collect or make payments. This information is collected directly from you and your device. This may be disclosed to  third party service providers, our corporate affiliates, ecosystem and financial partners, regulatory authorities, and other authorised parties.

• Location data such as your IP address or mobile device GPS. This information is collected directly from you. This may be disclosed to third party service providers, our corporate affiliates, ecosystem and financial partners, regulatory authorities, social media platforms and other authorised parties.

• Professional or employment-related information such as your profession if you choose to provide it in a survey. This information is collected directly from you. This may be  disclosed to  our corporate affiliates.

• Other information described in subdivision (e) of Section 1798.80, including information about your gender, nationality, or age. This information is collected directly from you in the context of being our consumer.  This may be disclosed to  third party service providers, our corporate affiliates and ecosystem and financial partners.

Over the past 12 months, we have collected and disclosed the following categories of sensitive personal information from or about you or your device:

• Identifiers: such as your social security number, driver’s license number, passport number, tax identification number or other similar identifiers, government issued identification information. This information is collected directly from you.

• Financial information: such as your bank account details, credit card or debit card numbers. This information is collected directly from you or from third party financial institutions who you may hold an account with. 

We collect your personal information, including sensitive personal information, for the following business purposes:

• To provide you with the Services, maintain your account, provide customer service and process payments.

• To improve our services, including the functionality of the Services and Sites.

• For security and verification purposes, including to prevent and detect fraudulent activity.

• To address and remediate technical issues and bugs.

• To communicate with you.

• To market and promote our Services.

For additional information about what each type of personal information is used for, see this table in the main portion of the Policy. For information regarding how long we retain personal information, see section 6 in the main portion of the Policy.

Sharing/selling personal information:

In the past 12 months, we have not sold Personal Information of California residents within the meaning of “sold” in the CCPA. We do not have actual knowledge that we “sell” or “share” personal information of residents under 16 years of age. 

Rights to know:

If you are a California resident, you have the right to:

• Request access to the following information covering the 12 months preceding your request:

  • the categories of personal information about you that we collected, sold, or shared;

  • the categories of sources from which the personal information was collected;

  • the business or commercial purpose for collecting, selling, and disclosing personal information about you;

  • the categories of third parties to whom we disclosed personal information about you and the categories of personal information that was disclosed (if applicable) and the business or commercial purpose for disclosing the personal information about you; and

  • the specific pieces of personal information we collected about you;

• Request that we correct inaccurate personal information that we maintain about you. Once we receive and confirm a verifiable rights request, we will correct your personal information maintained in our records, unless an exemption applies;

• Request that we not to sell or share your personal information. To exercise this right, please use the following form: Do Not Sell or Share My Personal Information;

• Request that we delete personal information we collected from you, unless CCPA recognises an exception; and 

• Be free from unlawful discrimination for exercising your rights including providing a different level or quality of services or denying goods or services to you when you exercise your rights under the CCPA.

We aim to fulfil all verified requests within 45 days pursuant to the CCPA. If necessary, extensions for an additional 45 days will be accompanied by an explanation for the delay. Any disclosures will cover only the 12-month period preceding the verifiable rights request's receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable.

How to Exercise Your Rights

First, you may wish to log into your account and manage your data from there. To exercise any of the rights described in this section, please submit your request by contacting us at [email protected]. Your request must provide sufficient information (including pieces of identification) that allows us to reasonably verify you are the person about whom we collected personal information. We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. You may designate, in writing or through a power of attorney document, an authorized agent to make requests on your behalf to exercise your rights. Before accepting such a request from an agent, we will require that the agent provide proof you have authorized them to act on your behalf, and we may need you to verify your identity directly with us.

For customers of Airwallex Canada

If you are located in Canada and wish to obtain written information about our policies and practices with respect to our service providers located outside Canada, you may contact us at [email protected]. We are able to answer any questions users may have about the collection, use, disclosure or storage of personal information by our service providers.

Where we use service providers who might have access to your personal information, we require them to have privacy and security standards that are comparable to ours. We use contracts and other measures with our service providers to maintain the confidentiality and security of your personal information and to prevent it from being used for any purpose other than as provided in this Policy.

For customers of Airwallex Hong Kong

If you are located in Hong Kong, you have legal rights in relation to the personal information we hold about you (to the extent permitted under applicable laws and regulations).

You are entitled to make a subject access request to receive a copy of the data we process about you, a data correction request as well as a right to reject the use of your personal information for direct marketing purposes. A fee may be chargeable by us for complying with a data access request.

For customers of Airwallex Malaysia

Parental and Guardian Consent

In the event you are agreeing to this Policy in order for a minor to access and use the Services, you hereby consent to the provision of personal information of the minor to be processed in accordance with this Policy and you personally accept and agree to be bound by the terms in this Policy. Further, you hereby agree to take responsibility for the actions of such minor, and that minor’s compliance with this Policy.

Rights of Data Subjects

Right of access: You have the right to request access to and obtain a copy of the personal information that we have collected and is being processed by or on behalf of us. We reserve the right to impose a fee for providing access to your personal information in the amounts permitted by law. When handling a data access request, we are permitted to request certain information in order to verify the identity of the requester to ensure that he/she is the person legally entitled to make the data access request.

Right of correction: You may request for the correction of your personal information.

Right to limit processing of your Personal Information: You may request limiting the processing of your personal information by using the contact details provided above. However this may affect our provision of the Services to you.

Contact

If you would like to make any inquiries, complaints, access or correction requests or request for us to limit the processing of your personal information, please contact us at:

• Airwallex privacy team

• Contact Number: +61 13 32 99

• Email to: [email protected]

For customers of Airwallex New Zealand

Overseas Recipients

While we take reasonable steps to ensure that third parties outside New Zealand handle your personal information in accordance with New Zealand privacy laws, you acknowledge that we do not control, or accept liability for, the acts and omissions of these overseas third party recipients.

Access and Correction

You have the right to access personal information we hold about you, how we use it, and who we share it with. You have the right to request the correction of any of your personal information we hold that is inaccurate. You can access or correct your personal information by logging into your account. If you believe we hold any other personal information about you or that such information is inaccurate, please contact us at [email protected].

Complaints

If you would like to make a privacy complaint in respect of your personal information, you may contact the Office of the New Zealand Privacy Commissioner (www.privacy.org.nz).

For customers of Airwallex Singapore

Access

You have the right to access your personal information, how we use it, and who we share it with. You can access the personal information you have made available as part of your account by logging into your account. If you believe we hold any other personal information about you, please contact us at [email protected].

Correction

You have the right to correct any of your personal information that is inaccurate. You can access the personal information we hold about you by logging into your account. If you believe we hold any other personal information about you and that information is inaccurate, please contact [email protected].

Our privacy team for the purposes of compliance with the Personal information Protection Act 2012 can be contacted at [email protected].

For customers of Airwallex United States and resident in Texas

If you are resident in Texas and have a complaint about our services, first contact Airwallex customer support at 855-932-3331.

If you still have an unresolved complaint regarding the company’s money transmission or currency exchange activity, please direct your complaint to the Texas Department of Banking at 2601 North Lamar Blvd, Austin, TX 78705, 1-877-276-5554 (toll-free), www.dob.texas.gov. 33.51(d)(1)(B)

Global Privacy Centre

Welcome to the Airwallex Global Privacy Centre

Airwallex is committed to protecting the privacy of everyone who engages with our platform. We also value the importance of transparency with respect to our privacy practices. 

We created this Airwallex Privacy Center to help you find answers to frequently asked questions about how we collect and use personal data, the rights that individuals have in relation to personal data held by Airwallex, and how Airwallex complies with international data protection laws, such as the General Data Protection Regulation (GDPR) of the UK and EU.

This content is not legal advice, has been published for your general information purposes only, may not be exhaustive or  current and may be amended from time to time without notice to you.

Depending on the context, “you” may mean any of the following:

• End User: an end user (individual) who uses our Service, regardless of whether the end user uses our Services for personal use or otherwise. We also collect an End User’s personal information when provided by the Business Customer. 

• Representative: an individual who is the owner of, or who acts on behalf of a Business Customer (e.g. employee, director or officer of Business Customer who has authority for managing the business customer’s account with us). 

• Visitor: a visitor (individual) to our sites or who otherwise communicates with us (e.g. if you send us a query on our Support Page) without being logged into an Airwallex account.

• Business Customer: a business entity who we provide Services to, whether directly or indirectly, or do business with and such Business Customer will provide us with an End User’s personal information in connection with the Business Customer’s and that End User’s respective activities. When you (as an End User or Representative) interact with a Business Customer, your personal information will be collected, retained, shared and/or stored by the Business Customer in accordance with their own privacy policies and not our Global Privacy Policy.

Global Privacy Policy

You can learn about how we collect, use and share information in our Global Privacy Policy.

What is the GDPR? 

The GDPR is the data protection regulation that gives individuals more control over their personal data. The European Union (EU) and United Kingdom (UK) have separate but similar versions of the GDPR.

Under the GDPR, organisations must take great care when processing personal data. Organisations must ensure there is a legal basis for every data processing activity and they must tell people how and why data is used. Individuals also have greater rights under the GDPR, and organisations must be accountable for all processing.

In addition, certain requirements must be satisfied before EU / UK individuals’ personal data may be transferred outside the EU or the UK, unless the organisation receiving the personal data is located in a permitted jurisdiction white listed by the European Commission or UK government. The list of white listed permitted jurisdictions may be found on the European Commission’s website here or the UK government website here.  

What is personal data?

Personal data is any information that is related to an identified or identifiable natural person (e.g. you), such as your name, email address, username, ID, bank account number, card details, telephone number, personnel number, number plate, appearance, customer number or address.  The definition under the GDPR is broad, and can include information that could be used indirectly and/or with other information to identify a natural person – such as device identifiers or IP address. 

What does ‘processing’ mean in this context?

Processing means any operation that is performed on personal data, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 

Who does the GDPR apply to? 

The GDPR applies to any data processor or data controller in the EU or UK that processes personal data, as well as any data processor or data controller outside the EU or UK that processes the personal data of individuals in the EU or UK residents where the processing activities are related to:

1. offering goods or services to data subjects in the EU or UK (even if those goods or services are provided free of charge); or

2. monitoring the behaviour of individuals taking place in the EU or the UK. 

Our Global Privacy Policy sets out who are the UK and EU Airwallex data controllers. 

Is Airwallex acting as a data controller or a data processor?

We act as a data controller in relation to your data.A “data controller” is the entity that determines the purposes and means of the data processing taking place.) 

Airwallex as a data controller processes personal data for activities including the following:

1. providing the Airwallex products and services;

2. developing new, or enhancing existing, products;

3. providing customer support; 

4. monitoring, detecting and preventing fraudulent activities on our platform; and

5. complying with the legal and regulatory obligations that apply to Airwallex.

Our Global Privacy Policy sets out in more detail the various processing purposes.

A “data processor” is an entity that acts on behalf of and at the direction of a data controller in processing personal data. As the data processor is acting on the instructions of the data controller, it does not exercise control or decision making over the processing of personal data. A typical data processor would be a software service provider.

Data controllers and data processors have different responsibilities under the GDPR – for example, controllers are in charge of identifying a lawful purpose or legal basis, and must facilitate individual rights requests.

What ‘lawful purpose’ or ‘legal basis’ does Airwallex rely on to process personal data?

Airwallex relies upon a number of legal grounds to process personal data. 

Please refer to section 4 of our Global Privacy Policy for an overview of the types of personal data we collect from you, and the applicable ‘legal basis’ for each under GDPR or other similar laws. 

What rights do I have over my data?

You may have certain rights to your personal data. Airwallex as  a data controller of your personal data is  responsible for managing and responding to your request. You can read more about your rights and how you can exercise your rights in section 7 of our Global Privacy Policy.

Who are Airwallex’s processors and sub-processors and how are they evaluated?

In the course of operating our business and providing our services,  it may be necessary for us to provide personal data to our affiliates or certain third parties. Our affiliates or such third parties may process your personal data as an independent data controller or as a data processor, depending on the circumstances and the nature of the data transfer.  Table A describes who these third parties are and the purpose of transferring such data to them.  We do not sell or share data to third parties for their marketing purposes.

Airwallex also uses data processors to provide services to Airwallex such as technology, professional services and other services which we require to run our business . We make sure we have appropriate safeguards in place to protect any personal data that is processed, including through contractual obligations.

Before a particular data processor is engaged, Airwallex vets and evaluates that data processor through our vendor management program. As required under the GDPR, we enter into a contract with each data processor before sharing data with the data processor. All potential vendors are also vetted and approved through Airwallex’s information security review process before we use their services. This means we investigate their security standards, check their certifications, etc., before we consider sharing any data.

Table A - Description of Third Parties receiving data from Airwallex

Third Party	Purpose
Third party service providers	We engage a variety of service providers (who act as data processors) to enable us to provide our Services to you. For example, service providers may be used to: facilitate payment processing, support technology or infrastructure, cloud storage, conduct market research, marketing analytics, detect fraud, verify identity and perform audits or other functions. We will share your personal information with such service providers only to the extent necessary to allow the performance of their intended engagement. All service providers and business partners that receive your personal information are contractually bound to protect and use your information only in accordance with our Global Privacy Policy.
Our corporate affiliates	To facilitate or support us in providing our Services to you, we may share your personal information within the Airwallex group of companies. All Airwallex group companies may only use your personal information in accordance with the relevant Intra-Group contracts governing such processing and for the purposes set out in our Global Privacy Policy.
Financial and Ecosystem Partners	Our Services may be offered to you (as an End User, Business Customer or Representative) in conjunction with or facilitated by other financial institutions, other payment institutions or other ecosystem partners (such as a provider of accounting or treasury management services or a marketplace payment service provider programmes). In respect of financial or other payment institutions, such transfers and disclosures are necessary in order to provide the Airwallex services to you. In respect of Ecosystem Partners, such disclosures and transfers will be made in the manner you authorised or requested, or described to you (to enable use by you of such ecosystem partners’ products and services) at the time you authorised or requested such disclosures.  When you allow or authorise such 3rd party provider, plugins, widgets, and/or website to access your Airwallex Account or to receive your personal information, this will constitute a request and/ or authorisation.
In respect of Connected Account holders, the Platform (or any Platform partners)	For the Airwallex for Platforms solution, personal information relating to the Connected Account will be transferred to the Platform (or the Platform partners) to allow the Connected Account to consume the Airwallex services via the Platforms’ (or Platforms’ partner’s) website or mobile app.  The Platform (and/or Platform partner)is an independent data controller of the personal information it processes in relation to the Connected Account holder.
Commercial Partners	We may work with a network of Commercial Partners and we may refer you to services provided by such Commercial Partners (as an End User, Business Customer or Representative) or at your direction or request share your information with the Commercial Partners.  Such Commercial Partners provide services under their own licences or authorisations, will have direct contracts with you and are independent data controllers of the data you provide to them or data generated from your use of their services. Airwallex has no responsibility for any Commercial Partner services. Any data that may need to be transferred to such Commercial Partners from us will be done with your consent or as requested by you.
Regulatory Authorities: regulators, judicial authorities and law enforcement agencies, and other third parties for safety, security, or compliance with the law.	There are circumstances in which we are legally required to disclose information about you to authorities (e.g. regulators, judicial authorities, courts, law enforcement agencies, tax authorities, and other public / government authorities both domestic and international), such as to comply with a legal obligation or processes, enforce our terms, address issues relating to security or fraud, or to protect our users. These disclosures may be made with or without your consent, and with or without notice, subject to and in compliance with the terms of valid legal process, including but not limited to regulatory queries or requests, subpoena, court orders, or search warrants. We are usually prohibited from notifying you of any such disclosures by the terms of the legal process. We may also disclose your information to:  enforce our Master Services Agreement entered into with the Business Customer or End User, or our online terms and conditions accepted by the Business Customer or End User or other applicable agreements or policies, including investigation of any potential violation thereof;  detect, prevent or otherwise address security, fraud or technical issues;  protect our rights, property, privacy, or security, or that of others, as permitted by law; or  comply with relevant law, legal process or governmental requests or orders.
Social Media Platforms	Social media networks such as Facebook, Twitter, Pinterest, and Instagram that offer functionalities, plugins, widgets, or tools in connection with our corporate website or mobile application. If you as a Visitor choose to use these functionalities, plugins, widgets, or tools, certain information may be shared with or collected by those social media companies—for more information about what information is shared or collected, and how it is used, see the applicable social media company's privacy policy.
Potential Acquirers of our business	If we are the subject of or are involved in any corporate merger, acquisition, consolidation, reorganisation, sale, joint venture, assignment, transfer or other disposition of all or any portion of our business, assets or stock (including in connection with bankruptcy or similar proceedings), we may share data with third parties during negotiations. In the event your personal information becomes subject to a different privacy policy, we will make reasonable efforts to notify you beforehand. We also may need to disclose information to a third party in connection with a commercial transaction where we or any of our affiliates are seeking financing, investment or funding.
Other Authorized Parties	If you request (as part of the Services provided to you) or provide your consent, we may share your information including your personal information with a third party not defined in our Global Privacy Policy.

For your reference, we have listed below Airwallex’s typical third party processors and sub-processors:

Vendor	Data	Purpose of processing	Country of primary contracting entity
i2c	User data and user's customers' data	Transaction processing, card issuing and maintenance	United States
Google Cloud Platform	User data and user's customers' data	Cloud service provider	United States
Alibaba Cloud Platform	User data and user's customers' data	Cloud service provider	Hong Kong
Zendesk	User data and information provided to Airwallex support by users	Customer support services	United States
Trulioo Information Services	User data and User's customers' data	User identity verification and fraud detection	Canada
Refinitiv	User data and User's customers' data	User identity verification and fraud detection	United Kingdom
Visa	User data and User's customers' data	Transaction processing, card issuing, and maintenance	United States
Mastercard	User data and User's customers' data	Card payment acquiring	United States
Megaport	Encrypted data shared between cloud providers	Network connectivity between cloud providers	United States
Cloudflare	User data and User's customers data	Network security and anti-DDoS	United States
Valitor	User data and User's customers data	Card payment acquiring	Iceland
Splunk	Airwallex platform analytics and User data	Platform analytics, outage detection, and security monitoring	United States
Google	Limited User data and internal data	Document creation and processing, mail provider	United States
Zoom Video Communications	User data, insofar as that is shared in spoken word between the conversing parties, or recorded on the system	Video conferencing system	United States
Idemia	Cardholder name, PAN, CVV, expiration date, shipping address	Printing the cards for issuing	United States / Australia
Concentrix	Customer data	Customer service support function	Philippines
Salesforce	User data	Customer relationship management platform which stores User contact information as well as supporting information about the business relationship	United States
New Relic	Airwallex platform analytics	Platform analytics and outage detection	United States
Sumologic	Airwallex platform analytics	Platform analytics and outage detection	United States
Equinix	User data	Hardware data centre services	United States
Hubspot	User data	Customer relationship management	United States

Our Affiliates

In addition to the above, any affiliate of our global corporate group that does not contract directly with customers may be a data processor or sub-processor of one or more of the Airwallex data controller(s) that are listed for your reference in Section 2 of our Global Privacy Policy. 

What is a Data Processing Agreement and do I need to have one with Airwallex?

A Data Processing Agreement (DPA) is a contract between a data controller and a data processor, which sets out the roles and responsibilities of the parties when personal data is processed. The GDPR sets out requirements that a DPA must satisfy in order to be compliant, including guarantees around security and that the processor will only act on our instructions.  Airwallex will typically enter into a DPA when it transfers data to third parties who act as data processors to Airwallex.

If you are a customer of the Airwallex for Platforms embedded finance product, the DPA is part of the Master Services Agreement (MSA) that you will sign with Airwallex.  There is no additional DPA or data agreement that is usually required. 

International data transfers

The information presented below is for general information purposes only and is not legal advice. As rules surrounding international data transfers may vary across jurisdictions, please consult with your own legal counsel to familiarise yourselves with the requirements that govern your specific situations.

How does Airwallex deal with international data transfers?

Airwallex uses a set of Standard Contractual Clauses (SCCs) published by the European Commission for cross-border data transfers (for the EU), and the UK International Data Transfer Agreement (UK IDTA) issued by the UK’s Information Commissioner’s Office (for the UK) (in the form of a legal contract), to provide a legal mechanism to transfer EU or UK personal data outside of the EEA/UK/Switzerland, respectively. These are required under European and UK data protection laws and are incorporated into our agreements.

Airwallex continues to adopt appropriate measures to ensure an adequate level of protection of personal data transferred outside the UK, EEA and Switzerland. Our measures include the SCCs and UK IDTA to accommodate international data transfers, as well as a range of technical and organisational measures (described in more detail under the relevant heading below).

Airwallex’s technical and organisational measures

We apply technical and organisational measures to protect the security of personal data. These include an information security management system aligned with ISO27001 and SOC2 Type II as described below:

• A.5: Information security policies

Airwallex has implemented security policies and standards that are constantly reviewed in line with the overall direction of the organisation’s information security practices. Risk assessments are performed on a regular basis and agreed mitigating controls are included in the policies, standards and procedures to address security globally.

• A.6: Organization of information security

Airwallex’s information security policies and standard assign responsibilities for information security related tasks. It ensures that the organisation has established a framework that can adequately implement and maintain information security practices within the organisation supported by senior leadership.

• A.7: Human resource security

Airwallex ensures individuals are screened before employment, makes sure that employees and contractors understand their responsibilities and addresses their responsibilities when they no longer hold that role – either because they’ve left the organisation or changed positions.

• A.8: Asset management

Airwallex identifies, classifies information assets to define the appropriate level of defence required and defines appropriate protection responsibilities for them. Endpoints are hardened, protected and monitored to help prevent the unauthorised disclosure, modification, removal or destruction of sensitive data.

• A.9: Access control

Policies and procedures for logical security are formally established and documented. User accounts belonging to Airwallex’s employees and contractors are approved, added, modified, or disabled in a timely manner and are reviewed on a periodic basis.

• A.10: Cryptography

Airwallex deploys industry standard encryption technologies to protect business data and confidential information at rest and in transit and applies proper key management to the protection of its cryptographic keys.

• A.11: Physical and environmental security

Airwallex offices have implemented rigorous physical and environmental controls for its security. Airwallex uses security certified GCP and Aliyun data centers and follows its Supplier relationship management process and controls.

• A.12: Operations security

Airwallex applies management controls, operation controls and technological controls to protect business data and confidential information to provide for sustainable operation of business and application systems. Endpoints are protected against malware to mitigate the risk of infections, critical systems are logged and monitored, systems are hardening following CIS Benchmarks, periodically tested via automatic and manual means.

• A.13: Communications security

Airwallex networks are managed and controlled in order to protect information within systems and applications. Airwallex uses technology to perform endpoint verification, has implemented firewalls to segregate environments, has clear segregation between production and non-production environments, access control lists, 2 factor authentication (i.e. software and hard token). Airwallex has also implemented strict endpoint controls for employees connecting to public networks (e.g. WFH arrangements) to consider the increased risk levels and to manage these risks. Airwallex also monitors its platforms to detect any anomalies that may present a threat to the company.

• A.14: System acquisition, development and maintenance (13 controls)

Airwallex has implemented a DevSecOps model and embedded security into the SDLC. It has integrated the security, availability and confidentiality into product design, and provides related functions to meet the user entities’ requirements on security, availability and confidentiality. It has applied a secured change management process which encapsulates secure coding, configuration, scanning, patching monitoring and frequent testing.

• A.15: Supplier relationships (5 controls)

Before onboarding Subprocessors, Airwallex conducts an audit of the security and privacy practices of Subprocessors to ensure Subprocessors provide a level of security and privacy appropriate to their access to data and the scope of the services they are engaged to provide. Once Airwallex has assessed the risks presented by the Subprocessor, then subject to the engagement requirements the Subprocessor is required to enter into appropriate security, confidentiality and privacy contract terms.

• A.16: Information security incident management

Security incidents and unauthorized disclosures of customer data are communicated to customers, relevant legal and regulatory authorities, and others as required by law, contract, or at the advice of legal counsel, as per defined in the information security management and data breach standards.”

• A.17: Information security aspects of business continuity management

Airwallex has established corresponding service cycles and service availability commitments to provide high availability of user entities’ business and systems.

• A.18: Compliance

Airwallex has implemented compliance processes to guarantee it addresses internal requirements, such as policies and standards, and with external requirements, such as laws and regulations and contractual requirements to mitigate the risks of non-compliance and the penalties that come with that.

Does Airwallex use cookies?

Yes, we use cookies and similar technologies (i.e. web beacons, pixels, ad tags and device identifiers) to recognize you and to customize your online experience. Depending on your relationship with Airwallex, different cookies may apply. Please refer to our Cookie Policy for more information.      

Contact Us

If you would like to make any inquiries about our privacy policy, please contact us at:

• Airwallex information security team: [email protected] 

• Airwallex privacy team: [email protected]

Google Pay Terms

1. These Terms

1.1. The Accountholder agrees with Airwallex (Netherlands) B.V. (Chamber of commerce no. 77519256) ("Airwallex", "we", "our" or "us") to these terms ("Terms") when:

(a) an Accountholder adds an Airwallex Card for use in Google Pay on an Accountholder’s eligible Android Device; or

(b) an Additional Cardholder adds an Airwallex Card linked to the Accountholder’s account for use in Google Pay on the Additional Cardholder’s Android Device.

1.2. These Terms apply to the use of the Airwallex Card on the eligible Android Device by the Cardholder. The Accountholder is responsible for the use of all Airwallex Cards by Additional Cardholders.

1.3. These Terms apply in addition to the Account Terms that apply to the Accountholder. The Accountholder shall procure that Additional Cardholders use Airwallex Cards in accordance with the Accountholder’s obligations under these Terms and the Account Terms. These Terms (together with the Account Terms) govern the use of Airwallex Cards in Google Pay by the Accountholder (and any Additional Cardholders). Unless otherwise defined in these Terms, all capitalised terms have the meanings given in the Account Terms.

5. Adding and removing an Airwallex Card

2.1. An Accountholder can add an Airwallex Card to Google Pay on an eligible Android Device and any Additional Cardholder can add an Airwallex Card to the Additional Cardholder's eligible Android Device, provided that:

(a) we can verify the Accountholder’s identity or the Additional Cardholder's identity (as applicable); and

(b) the Airwallex account of the Accountholder is in good standing, in each case, to the extent required by Airwallex at its discretion.

2.2. The Accountholder can remove an Airwallex Card linked to the Accountholder’s Wallet from Google Pay at any time and an Additional Cardholder can remove their Airwallex Card from Google Pay at any time.

2.3. Airwallex may remove or disable any Airwallex Card provisioned to Google Pay at any time in accordance with Airwallex’s standard policies and procedures or in any other circumstance where Airwallex has determined it has a reasonable basis to do so.

3. Using an Airwallex Card with Google Pay

3.1. Once an Airwallex Card is added to Google Pay, the Cardholder can use Google Pay to make transactions where Google Pay is supported by the merchant. This is done by using the relevant Android Device in place of a Physical Card at a contactless POS (point of sale)

terminal for in-person transactions ("In-person Transaction") or by using the Airwallex Card to pay with Google Pay in an application on an Android Device or other online platforms ("Online Transaction"). Depending on the value of the transaction, Online Transactions may require the Android Device to be unlocked prior to making the transaction, and In-person Transactions may require:

(a) the Cardholder to enter their Airwallex Card PIN;

(b) the Cardholder to have unlocked the phone at a point prior to attempting a transaction; or

(c) the Cardholder to awaken the Android Device (for some Android Devices, carrier-specific software settings may override Google Pay settings so that an Android Device may need to be unlocked in order to make a transaction).

3.2. The Cardholder must have their Airwallex Card selected as their default card within Google Pay in order for Google Pay to use that Airwallex Card in making a transaction. If Google Pay is the default tap and pay application on the Cardholder’s Android Device’s settings, they may only be able to pay using Google Pay despite another tap and pay application being open at the time that the Cardholder taps their Android Device at the contactless payment terminal. Google Pay may not work when the Android Device is not within range of a cellular or wireless internet connection, and if the Android Device has not had a cellular or wireless internet connection for an extended period of time, there may be a delay in time before Google Pay works once reconnected.

3.3. The Cardholder agrees with Google how to approve a payment, for example by using the Passcode.

4. Security and the Cardholder’s liability

4.1. Any person who has access to a Cardholder’s Android Device may be able to make transactions using an Airwallex Card registered in Google Pay.

4.2. If an Airwallex Card is registered for Google Pay on any eligible Android Device, the Cardholder is responsible for ensuring that:

(a) where applicable, only the Cardholder's biometric identifier (including a fingerprint or facial detection) is registered on the Android Device (and no other person's biometric identifier is registered);

(b) the Google Pay wallet is not shared with anyone and is used only by the Cardholder;

(c) the Cardholder keeps the Passcode for the Cardholder's Android Device secure in the same way as a Cardholder would a banking password or PIN secure, including by:
(i) not sharing it with anyone; and
(ii) not acting with extreme carelessness in failing to protect the security of the Passcode.

4. (d) the Cardholder keeps the Android Device safe and secure (including by locking it when not in use or when it is unattended and by installing up-to-date anti-virus software on it where applicable);

5. (e) the Cardholder removes any Airwallex Cards from the Cardholder's Android Device before disposing of the Android Device;

6. (f) when using or logged onto Google Play the Cardholder does not leave the Android Device unattended; and

7. (g) the Cardholder takes all other necessary steps to prevent unauthorised use of Google Pay.

8. 4.3. If a Cardholder fails to comply with any of the requirements in this Clause 4, and another person authorises a transaction from the Cardholder’s Apple Device, the Cardholder is taken to have authorised that person to transact on the Airwallex Card using Google Pay. This means that any Google Pay transaction initiated by that person in these circumstances will be considered as authorised by the Cardholder and and, as a result, will not constitute an unauthorised transaction under the Account Terms. Note that this could result in significant loss or liability in relation to such transactions.

9. 4.4. The Accountholder is required to, and will procure that the Additional Cardholder will, contact us if:

(a) a Cardholder suspects that their Android Device is lost or stolen;

(b) a Cardholder’s Android Device's mobile service is suddenly disconnected without the Cardholder’s permission (which may indicate that the Cardholder has been subject to mobile phone porting); or

(c) a Cardholder suspects that a security breach in relation to their Android Device or

Google Pay, or that an unauthorised person has used the Passcode for an Android Device, Airwallex Card PIN or the Cardholder’s other credentials to access Google Pay.

5. 4.5. Based on the Cardholder’s report, we will suspend the use of the Cardholder’s Airwallex Card with Google Pay. This helps to protect the Accountholder and/or Additional Cardholder (as applicable) as much as possible from additional loss or liability.

6. 4.6. The Account Terms which deal with unauthorised transactions apply to the use of an Airwallex Card with Google Pay.

7. 4.7. If a Cardholder no longer wishes to use an Airwallex Card with Google Pay, the Cardholder should remove the Airwallex Card from Google Pay prior to deleting/uninstalling the Google Pay application on their Android Device. Other ways that a Cardholder can ensure that their Airwallex Card cannot be used with Google Pay on their Android Device include:

(a) removing the Google account to which the Airwallex Card was added in Google Pay; (b) undertaking a factory reset of the relevant Android Device; or

(c) erasing the Android Device on Android Device Manager.

4.8. Airwallex Cards may also be removed from Google Pay where an Android Device has not connected to Google’s servers for at least 90 days.

5. Fees and charges

There are no additional fees charges for the use of Apple Pay. Cardholders are responsible for all third party charges associated with the use of Google Pay (such as certain transactions in a currency not directly supported by Airwallex or carriage or mobile data charges).

6. Block, suspension and cancellation of Airwallex Cards in Google Pay

6.1. Airwallex may block, suspend or cancel an Airwallex Card in Google Pay:

(a) if Airwallex reasonably suspects fraud;

(b) if an Airwallex Card is canceled, blocked or suspended;

(c) if the Accountholder is in default under the Account Terms or these Terms including, but not limited to, where an Additional Cardholder has caused such default;

(d) if Airwallex determines that such block, suspension or cancellation is required by applicable laws (such as anti-money laundering and counter-terrorism financing laws, or sanctions laws) or Airwallex’s internal policies and procedures that relate to such laws;

(e) if directed to so by Google or by the applicable card network (for example, in circumstances of suspected fraud);

(f) if Airwallex's arrangements with Google regarding Google Pay cease or are suspended; or

(g) for any other reason.

More circumstances in which an Airwallex Card may be blocked, suspended or terminated (including through Google Pay) are set out in the Account Terms. Airwallex may take such action in relation to an Additional Cardholder’s Airwallex Card even where the Additional Cardholder is not a party to the Account Terms.

7. Data collection and privacy

7.1. Airwallex may collect information relating to a Cardholder’s Android Device (including app version, device type and model, operating system and security information such as whether the Cardholder has obtained root access):

(a) to ensure that the Airwallex Card properly functions in Google Pay;

(b) for security purposes and to identify fraud;

(c) for Airwallex to better provide assistance to a Cardholder; and

(d) to tell a Cardholder about other products or services that may be of interest to the Cardholder.

7.2. We may also exchange information with Google and our other service providers:

(a) to enable the use of the Airwallex Card with Google Pay and to improve Google Pay generally; and

(b) about persons involved in suspected security breaches or fraud.

7.3. If a Cardholder does not want us to collect or disclose this information as described, the Cardholder should not register an Airwallex Card for use in Google Pay. If the Cardholder does not want to receive marketing information, please contact us. Airwallex’s contact details are set out in the Account Terms.

7.4. The Account Terms and Airwallex’s Privacy Policy (https://www.airwallex.com/eu/terms#privacy-policy) contain information about our collection and handling of a Cardholder’s information.

7.5. Once an Airwallex Card is registered to a Cardholder’s Android Device, Google may access the Cardholder’s personal information regarding the use of that Airwallex Card through Google Pay. Please see Google's privacy policy at https://policies.google.com/privacy.

8. Google Pay provided by Google

8.1. Google Pay is provided by Google, not by Airwallex.

8.2. Airwallex's obligation to a Cardholder in relation to the functionality of Google Pay is limited to securely supplying information to Google in order to allow the use of an Airwallex Card through Google Pay.

8.3. We are not otherwise liable for the use, functionality or availability of Google Pay, any Android Device, the availability of compatible contactless readers at merchant locations, or a reduced level of service caused by the failure of third party communications and network providers.

8.4. The Cardholder will need to agree to Google’s terms and conditions in order to use Google Pay, which terms will govern the relationship between the Cardholder and Google for the use of Google Pay.

9. Airwallex's liability

Without limiting the Account Terms, to the extent permitted by applicable laws, Airwallex will not be liable for any loss arising from a Cardholder’s use of Google Pay to the extent that the loss was caused by:

(a) a Cardholder’s fraud, negligence or intentional misuse of an Airwallex Card, an Android Device or Google Pay; or

(b) a Cardholder’s use of Google Pay or the Android Device in a manner that is not permitted by Google (for example, by obtaining root access to the relevant Android Device); or

(c) a reduced level of service caused by matters beyond our reasonable control (for example, those caused by third party software and network providers).

10. Changes to these Terms

10.1. Airwallex can change these Terms by giving the Accountholder notice as described below. Such changes will not increase the Accountholder’s liability for transactions already conducted in relation to the use of an Airwallex Card in Google Pay before the time of such notice.

10.2. Airwallex may immediately make changes required to immediately restore or maintain the security of a system or individual facility without prior notice. We will notify the Accountholder of such changes as soon as practicable.

10.3. Airwallex may make changes to these Terms by giving the Accountholder at least one or two months’ notice (as applicable to you under the Account Terms), including changes which:

(a) impose or increase our charges relating solely to the use of an Airwallex Card in Google Pay;

(b) increase a Cardholder’s liability for losses relating to transactions conducted using an Airwallex Card in Google Pay; or

(c) impose, remove or change a Cardholder’s daily transaction limit or other periodical transaction limit applying to the use of an Airwallex Card in Google Pay.

10.4. Notice may be given by letter, email or by electronic means as set out in clause 11 below or any other manner that is not prohibited by applicable law.

10.5. The current version of these Terms will be available at www.airwallex.com.

11. Communication via SMS or Google Pay

Without limiting any other means of communicating with an Accountholder under the Account Terms, we may communicate with a Cardholder by sending an SMS to an Android Device, an email to the email address a Cardholder has provided to us or by writing to a Cardholder at the address last provided to us. The SMS or notice may include a link to further detailed information on our website.

12. Severability and governing law

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

12.2. These Terms are governed by and will be construed in accordance with the laws of the Netherlands. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Amsterdam, the Netherlands over any dispute, controversy or claim (including non-contractual claims) arising under or in connection with these Terms.

13. Acknowledgment

The Accountholder acknowledges that these Terms form part of the Additional Terms for the purposes of the Account Terms. The Accountholder is responsible and liable for all activity of their Additional Cardholders, including the use of Airwallex Cards by Additional Cardholders under these Terms. For the avoidance of doubt, an Additional Cardholder is not a party to the Account Terms and does not become a party to the Account Terms merely by agreeing to these Terms.

14. Trademark acknowledgement

Android and Google Pay are trademarks of Google LLC.

15. Definitions

In these Terms:

Account Terms mean the terms and conditions applicable to the use of Airwallex’s services found on our website at www.airwallex.com, including, but not limited to, the Payout and FX Terms, the Issuing Terms and any specific terms applicable to the use of an Airwallex Card in a particular region.

Accountholder means the entity described as the ‘Customer’ in the Account Terms who is ultimately responsible for the use of Airwallex Cards by the Accountholder and Additional Cardholders in connection with the Accountholder’s Airwallex account.

Airwallex Card means a virtual or physical card issued by Airwallex through the Visa payment scheme which is not expired, blocked, suspended or canceled.

Android Device means a device such as a smartphone, tablet or smartwatch using an Android operating system, which Airwallex determines is eligible for the registration of Airwallex Cards to be used in Google Pay.

Cardholder means the Accountholder and any Additional Cardholder who has been issued an Airwallex Card by Airwallex.

Google means Google Netherlands B.V. and/or its related bodies corporate and affiliates.

Google Pay means the mobile payment and digital wallet service created by Google that lets users make payments using certain Android Devices and credit cards or debit cards registered on such Android Devices.

Passcode means anything required to unlock an Android Device, including a password, passcode, pattern or biometric identifier (where applicable).