Last updated: 02 April 2024

1.INTRODUCTION

1.1 These Cards & Spend Management Terms (“Terms”) are supplementary to the General Terms and the Treasury Management Terms (the ‘Customer Agreement’) and must be read together with the Customer Agreement. They replace any existing version of these Cards and Spend Management Terms that you have agreed to.

1.2 These Terms, together with the Customer Agreement, govern use by you (‘Customer’ or ‘you’) of the following Services:

(a) “Cards”: you may request Airwallex to issue Borderless Cards and/or Credit Cards to Cardholders;

(b) “Expense Management”: you can collect, review and approve receipts and transaction, credit, and expense information relating to Card Transactions; and

(c) “Bill Pay”: you can collect, approve and pay vendor invoices.

1.3 These Terms are incorporated into and forms part of the Customer Agreement as if set out in full in the Customer Agreement. Unless otherwise defined in these Terms, all capitalised terms have the meanings given in the Customer Agreement.

1.4 The Cards are issued by Airwallex (Hong Kong) Limited (‘Airwallex’, ‘us’ or ‘we’), which has its registered office at 34th Floor, Oxford House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong.

1.5 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 and conditions 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. If you do not agree, please do not apply for, or use, your Card.

1.6 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.

2.CARDHOLDERS

2.1 Applying for a Card. The Customer, including an Authorised User of the Customer may request one or more Cards. If Airwallex agrees, Cards will be issued in the form of a virtual card (“Virtual Card”). Airwallex may also allow Cardholders to be issued with a physical card (“Physical Card”). All Cards remain the property of Airwallex and Airwallex may request that the Cardholders return all Cards to Airwallex at any time.

2.2 Additional Cardholders. The Customer or an Authorised User may request Cards to be issued to Additional Cardholders. Additional Cardholders must be the Customer’s employees and must only use the Cards for legitimate and lawful business purposes in connection with the Customer’s business. Airwallex may refuse to issue a Card to an Additional Cardholder or limit the number of Additional Cardholders, at its sole discretion.

2.3 Liability for Additional Cardholders. The Customer will ensure that Additional Cardholders comply with these Terms. The Customer acknowledges and agrees that it is liable for all Card Transactions made by Additional Cardholders, and responsible for all actions taken and all failures to take actions by Cardholders in connection with the Cards. For Additional Cardholders in respect of a Credit Card, the Additional Cardholders share the entire Credit Limit granted to the relevant Customer and are not provided with a set portion of the Customer's Credit Limit or the Additional Cardholder's separate amount of credit.

2.4 Cardholder Details. The Customer must provide, or procure the provision of, Cardholder Details. The Customer must inform Airwallex promptly if any Cardholder Details changes.

3.VIRTUAL CARDS

3.1 Card Details. A Virtual Card consists of a 16-digit account number, expiry date and “CVV/CVV2” code (the “Card Details”). The Card Details will be made available through the Airwallex Platform.

3.2 Transactions. Cardholders may use Virtual Cards to make purchases via phone, internet or any other “card not present” electronic transaction where Visa cards are accepted. Virtual Cards 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 single use or for repeated use until the expiry date.

4.PHYSICAL CARDS

4.1 Activating the Physical Card. Physical Cards will be sent by post to the address provided by the Customer, together with instructions on how to activate the Physical Card. The Cardholder must sign the back of the Physical Card and activate the Physical Card when received.

4.2 Transactions. Physical Cards may be used for both “card present” and “card not present” electronic transactions where Visa cards are accepted. It may not be possible to use Physical Cards for manual or offline transactions and Airwallex will notify the Customer of this.

4.3 Contactless transactions. If the Physical Card has a payWave logo, the Cardholder may make transactions by tapping the Physical Card against contactless readers at participating merchants. If the purchase exceeds the Contactless Limit, the Cardholder will need to complete additional verification steps in order to complete the transaction.

5.USING THE CARD

5.1 Borderless Card. The Customer can make Borderless Card transactions with the Borderless Card up to the Available Amount. Before making a Borderless Card Transaction, the Customer must ensure the Available Amount is sufficient to cover the full amount of the proposed Borderless Card Transaction. Airwallex has the right to use the Available Amount to settle any outstanding balance incurred on the Borderless Card (including all related fees) within the time period determined by Airwallex from time to time, which, other than for fees, may be on the same day or up to a few days after the date of the Borderless Card Transaction.

5.2 Credit Card.

(a) The Customer can make Credit Card Transactions with the Credit Card up to the Available Amount. All Credit Card Transactions are subject to the applicable Credit Limit and applicable transaction limits pursuant to Clause 5.12 below.

(b) The applicable Credit Limit shall be determined in Airwallex's sole discretion with reference to Airwallex’s reasonable assessment of the credit risks associated with the relevant Credit Card Account and the Customer at the time of the Customer’s request to be issued with a Credit Card and on an ongoing basis, and the factors specified at Clause 5.5 below.

(c) Credit Card Transactions which result in the applicable Available Amount being exceeded may be declined.

(d) Subject to any Interest-free Period agreed by Airwallex, interest will accrue daily on any Current Balance from the date that the Credit Card Transaction forming part of the Current Balance is Posted and will be calculated at the then applicable Interest Rate, as specified by Airwallex on the Airwallex Platform, unless the Statement Balance is paid in full on or before the relevant Payment Due Date.

5.3 Use of a Card is subject to the expiry, suspension, cancellation or termination of such Card (whichever is earlier).

5.4 The Customer must only use, or permit Additional Cardholders to use, the Borderless Card if it expects to be able to pay the balance of the Borderless Card in full, or the Credit Card if it expects to be able to repay the Current Balance in full.

5.5 Airwallex may impose a limit on any Card at any time with or without notice to the Customer, based on Airwallex’s reasonable assessment of the credit risks associated with the Customer, including but not limited to the Customer’s account status, payment history, financial status and information made available to Airwallex from credit reference agencies.

5.6 Pre-authorisation. Certain merchants may require pre-authorisation of the estimated amount, or a certain percentage, of the final amount of a Card Transaction. The Available Amount may be reduced by any pre-authorisation amount. Any portion of such pre-authorised amount which is not applied to the final Card Transaction will be re-added to the Available Amount.

5.7 Refunds. If a Cardholder receives a refund for a Borderless Card Transaction in a Direct Billing Currency, Airwallex will credit the Available Amount in that currency. If a Cardholder receives a refund in a currency that is not a Direct Billing Currency but is a Visa Supported Currency, or if the Cardholder receives a refund in respect of a Credit Card Transaction that is not the Primary Currency, the amount will be converted into USD at an exchange rate determined by Visa and then to the Primary Currency by Airwallex at the prevailing FX Exchange Rate before being credited to the Available Amount (which may be different to the exchange rate for the original Card Transaction). For Credit Card, all refunds are subject to the applicable Overpayment Limit and, if there is no remaining Overpayment Limit available, Airwallex may agree with the Customer on a case-by-case basis on how to handle the refunded amount that exceeds the Overpayment Limit, which may include transferring the same to the Customer's Global Account.

5.8 Merchant surcharges. If a merchant applies a surcharge to Card Transaction (“Surcharge”), it will be applied upon confirmation of the amount of the Card Transaction by the Cardholder. The Surcharge may appear (i) as a separate transaction, or (ii) as part of the entire purchase amount. Once the Cardholder has confirmed the transaction, it will not be able to dispute the Surcharge.

5.9 Authorisation. Card Transactions may require Airwallex’s authorisation. Before providing authorisation, Airwallex may require the Cardholder to verify their identity. The Customer acknowledges and agrees that Airwallex is not liable to the Customer, Cardholder or any other person for any loss suffered as a result of authorisation not being granted.

5.10 Airwallex may in its reasonable discretion deny authorisation of a Card Transaction and/or suspend the use of any Card without giving any advance notice, including (but not limited to) in circumstances where:

(a) the Available Amount is insufficient;

(b) the Card Transaction exceeds any transaction limit on the Card from time to time;

(c) Airwallex suspects that there is fraud or a security issue;

(d) Airwallex suspects that the Card is being used for an illegal purpose;

(e) Airwallex suspects that the Card Transaction is not authorised by the Cardholder;

(f) Airwallex suspects that the Card is lost or stolen; or

(g) Airwallex suspects that a Cardholder has materially breached the Customer Agreement or these Terms.

5.11 Airwallex will give the Customer notice of any suspension and the associated reasons as soon as possible after implementing the suspension, unless it would compromise Airwallex’s reasonable security measures or otherwise be unlawful. Airwallex will lift the suspension as soon as practicable after the reasons for the suspension have ceased to exist.

5.12 Transaction limits. Airwallex, and/or Third Party Service Providers, may set transaction limits on a per day or per transaction basis from time to time. Airwallex may also place limits on the number of active Cards or the number of Cards the Customer can request from Airwallex each month or at any one time.

5.13 Card restrictions. The Customer may make a request in writing to Airwallex to set restrictions on the:

(i) maximum single or aggregate Card Transaction amount(s);

(ii) place(s) at which, or merchant(s) with which, a Card may be used.

Airwallex will inform the Customer once the request is approved and implemented.

5.14 It is the Customer’s obligation to notify each Cardholder of any restrictions that apply to a Card and the rules regarding the use of Cards.

5.15 Expiry date. Airwallex may automatically issue a new Card before the expiry date of an existing Card. The Cardholder must not use a Card after its expiry date.

5.16 Cancelling a Card. The Customer or any Authorised User may request to cancel or temporarily suspend a Card at any time. The Customer will remain liable for all Card Transactions made through such a cancelled or suspended Card before it is cancelled by Airwallex.

5.17 Card Fees and Charges. The fees and charges payable for the use of the Card are set out in https://www.airwallex.com/hk/terms/fee-schedule, assuming a maximum of 50 Cards issued under your account, unless we agree other fees with you in writing. We may change the fees and charges by giving you no less than 30 days' prior written notice, or in accordance with Applicable Law.

5.18 Goods and Services. We are not responsible for, nor make any representations or warranties in respect of, the quality, safety, legality, or any other aspect of any goods or services that you purchase with the Card. We are not liable for any loss arising from any merchant refusing to accept your Card. Any complaints, claims or disputes about any goods or services purchased with a Card must be resolved directly with the merchant concerned in the transaction. You are not entitled to withhold payment from us because of any unresolved complaint, claim or dispute with a merchant.

6.CURRENCY CONVERSION

6.1 Borderless Card.

(a) If a Borderless Card Transaction is in a Direct Billing Currency, the amount of the transaction shall be invoiced to the Customer in that Direct Billing Currency. If the Customer does not have a sufficient balance in the relevant Direct Billing Currency when initiating a Borderless Card Transaction, Airwallex will: (a) automatically convert the transaction currency to the Primary Currency at the prevailing FX Exchange Rate at the time of the transaction; and (b) use the converted funds in the Primary Currency to pay the outstanding balance of the Borderless Card for that transaction.

(b) If the Borderless Card Transaction is in a Visa Supported Currency, the amount deducted from the Customer’s Global Account will be calculated by: (a) Visa converting the transaction currency to USD using the prevailing foreign exchange rates determined by Visa for that transaction (which may include a margin for automatic conversion; and (b) Airwallex then converting to the Primary Currency at the then prevailing FX Exchange Rate. The Customer acknowledges and agrees that Airwallex has no control over the foreign exchange rates selected by Visa and Visa may charge a fee as part of this conversion process.

(c) The Customer should ensure that it has sufficient cash collateral in its Airwallex account in the relevant currency for a transaction. The amount of cash collateral required in the Airwallex account shall be determined from time to time by Airwallex in its sole discretion. If the amount of cash collateral in the Customer’s Airwallex account is, in Airwallex’s sole opinion, not sufficient, the transaction may be declined. The Customer acknowledges that Airwallex and/or Visa may perform multiple currency conversions in order to settle a particular transaction.

6.2 Credit Card.

(a) If the Customer makes a Credit Card Transaction in a Visa Supported Currency or a Direct Billing Currency other than the Primary Currency, Airwallex will debit that Credit Card Transaction to Customer's Credit Card Account after conversion of the transaction amount into the Primary Currency. The exchange rate will be determined by Airwallex by reference to the prevailing FX Exchange Rate at the time of the transaction, or the prevailing foreign exchange rates determined by Visa for that transaction. Airwallex will also debit to the Customer's Credit Card Account an amount equivalent to a certain percentage of the Credit Card Transaction as charge by Airwallex for handling such conversion and any transaction fee (in full or in part) charged by Visa to Airwallex (if applicable).

7.SAFETY AND SECURITY

7.1 The Customer must:

(a) ensure that each Card is used only by the Cardholder that has been authorised by the Customer and Airwallex to use that Card;

(b) not share the Card PIN with any other person;

(c) not use numbers for the PIN which could be easily guessed by someone else;

(d) not record the PIN on anything that is carried with the Card or on anything else that is at risk of being lost or stolen; and

(e) regularly review transactions on its Card as recorded on the Airwallex Platform.

7.2 The Customer must also comply with any additional security requirements as notified by Airwallex from time to time.

8.LOST/STOLEN CARD OR UNAUTHORISED USE

8.1 If the Customer believes a Card has been lost or stolen, the PIN or Card Details have been compromised and/or the Card has been used without proper authorisation, it must stop using the Card and notify Airwallex immediately.

8.2 If Airwallex suspects there has been unauthorised use, misuse or fraud in connection with a Card, Airwallex may disclose any information it believes to be reasonable to law enforcement agencies.

8.3 Airwallex may request additional information from the Customer in connection with any alleged or suspected unauthorised use, fraud or misuse of the Card including date of transaction(s), amount(s), details of the merchant and any other details that may assist Airwallex in investigating. The Customer agrees that it will cooperate with Airwallex in investigating any alleged or suspected unauthorised use, fraud or misuse of a Card.

9.LIABILITY

9.1 The Customer is liable for all Card Transactions made by Cardholders until the Card or Cards expire or are cancelled even if:

(a) the Customer does not sign a sales slip (including where a card transaction may be effected by telephone, mail, electronic means or direct debit arrangement without a sales slip or without your signature);

(b) the Card Transaction is effected involuntarily; or

(c) the Customer has any dispute with any merchant involved in a Card Transaction.

9.2 The Customer will be liable for Card Transactions that the Customer believes were made without its authorisation (“Unauthorised Transactions”) where a Cardholder has:

(a) compromised the security of the Card, PIN, Card Details or the Customer’s Airwallex account including by breaching Clause 5 above; or

(b) failed to report the loss, theft or misuse of the Card, PIN or Card Details in accordance with Clause 8.1 above.

9.3 In the case of Clause 9.2(b), the Customer will be liable for all losses until such time as it notifies Airwallex of the loss, theft or misuse of the Card.

9.4 The Customer is bound by all requests made by an Authorised User for Airwallex to issue Cards to Cardholders. The Customer represents and warrants that all Additional Cardholders requested by the Customer or an Authorised User shall have appropriate authorisation to use Cards and agrees that Airwallex does not have any obligation to verify such authorisation. Airwallex is not responsible for resolving disputes between the Customer, any Authorised Users and any Additional Cardholders.

9.5 Airwallex is not responsible for, and does not make any representations or warranties in respect of the quality, safety, legality, or any other aspect of any goods or services purchased using the Card. Any complaints about any goods or services purchased with a Card must be resolved directly with the relevant merchant. Airwallex is not responsible for any decision by a merchant to accept or reject the use of a Card.

10.CHARGEBACKS

10.1 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 good or services. For example, you may be entitled to reverse a transaction where the merchant has not provided you with the agreed goods or services and you have tried to obtain a refund of the disputed amount from the merchant and was unsuccessful.

10.2 Notwithstanding Clause 8.1 (Reversals) of the Treasury Management Terms, reversals of Card Transactions (“Chargeback”) will be effected in accordance with this Clause 10 of these Terms.

10.3 Airwallex may be able to seek to reverse a Card Transaction under relevant Payment Network Rules where the Customer identifies such Card Transaction as a Disputed Transaction and requests Airwallex to make a reversal (a “Chargeback Request”).

10.4 To be eligible to make a Chargeback Request, the Customer must:

(a) notify Airwallex of the Disputed Transaction as soon as possible after the date of the Disputed Transaction by emailing [email protected]; and

(b) provide Airwallex with any information requested in support of the Chargeback Request.

10.5 Payment Network Rules impose time limits for raising a Chargeback Request. Generally, Airwallex must lodge a fully detailed claim within 120 days of the Disputed Transaction. If the Customer does not fully comply with Clause 10.2 above, Airwallex may be unable to investigate or lodge the Chargeback Request within the permitted timeframe and Airwallex will have no liability in relation to the Disputed Transaction.

10.6 Airwallex will consider and investigate the Chargeback Request and any supporting information once the Disputed Transaction has settled.

10.7 If Airwallex is satisfied that the Cardholder is entitled to a Chargeback and subject to the reversal granted by the Payment Network in accordance with the Payment Network Rules, the amount settled in the Disputed Transaction will be credited to the Available Amount:

(a) in the original currency if the currency settled in the Disputed Transaction is a Direct Billing Currency, and the Disputed Transaction is a Borderless Card Transaction;

(b) in the Primary Currency using the then prevailing exchange rates determined by Airwallex if the currency settled in the Disputed Transaction is a Visa Supported Currency or if the Disputed Transaction is a Credit Card Transaction.

11.STATEMENTS AND PAYMENTS

11.1 If fees, charges and interests are payable on a Borderless Card, Airwallex will send the Customer monthly statements showing the amount that is needed to pay to Airwallex to settle all obligations under the Card account. The Customer is required to pay the fees in full within 10 days of the date of the monthly invoice (“Payment Due Date”). The Customer is responsible for confirming the correctness of the monthly statement. If the Customer disputes any transaction amount, fee or charge (collectively “Charge”), the Customer must notify Airwallex no later than five days from the statement date, otherwise Airwallex will treat the statement as conclusive evidence of its contents. Airwallex will take reasonable steps to assist the Customer to resolve disputed Charges by providing information about the disputed Charge. If Airwallex agrees to give the Customer a temporary credit for a disputed Charge, the Customer must pay Airwallex for all other charges.

11.2 Airwallex will issue the Statement, which will set out the Statement Balance as of the Statement Closing Date, the Minimum Payment Due and the Payment Due Date

11.3 The Customer is required to pay, as a minimum:

(a) in respect of a Borderless Card, any fees and charges in full; or

(b) in respect of a Credit Card, the Minimum Payment Due,

on the payment due date specified in the relevant Statement (“Payment Due Date”).

11.4 Credit Card.

(a) The Customer shall, promptly on or before a Payment Due Date or otherwise upon demand by Airwallex, repay the Statement Balance in full or the applicable Minimum Payment Due to Airwallex, notwithstanding any non-delivery, non-performance or defect in any goods and services supplied to the Customer by a merchant associated with the relevant Credit Card Transaction, or any claims or disputes between the Customer and such merchant. In order to maintain the Interest-free Period, the Customer must repay the relevant Statement Balance in full on the relevant Payment Due Date. If the Customer fails to repay the relevant Minimum Payment Due, Airwallex may charge, without prior notice, a late fee in addition to interest.

(b) Repayment can be made in any manner acceptable by Airwallex, which includes the following ways:

(i) the Customer instructing Airwallex via the Airwallex Platform to deduct an amount from the Customer's Global Account in the Primary Currency and credit the same amount to the Credit Card Account to be applied to the repayment of the Statement Balance; or

(ii) the Customer setting up auto-payment via the Airwallex Platform, which authorises Airwallex to regularly deduct from the Customer's Global Account and credit to the Credit Card Account an amount of funds equivalent to the applicable Statement Balance in full on the relevant Payment Due Date or a date selected by the Customer of each month, subject to and provided that:

(A) the Customer's Global Account continues to have sufficient balance to repay the applicable Statement Balance in full on the date of the auto-payment;

(B) if there is insufficient balance in the Global Account to repay the applicable Statement Balance in full on the date of the auto-payment, no deduction will be made by Airwallex and the authorisation granted by the Customer for the auto-payment will be deemed revoked;

(c) in the event of any failure of the auto-payment due to the Customer having insufficient funds in the Global Account, the Customer will need to make repayment in one of the other ways permitted under this Clause 11.4, otherwise, the late fee as set out under Clause 11.4(a) will be chargeable as if the Customer has failed to repay the relevant Minimum Payment Due and interests as set out under Clause 5.2 will accrue; and

(D) auto-payment function is only available for making repayment of the Statement Balance in full, but not any other amount of repayment.

(c) The Customer can make overpayments in excess of the Current Balance provided that the overpayment amount does not exceed the Overpayment Limit, unless specifically agreed with Airwallex. Overpayment can only be applied against future Credit Card Transactions and cannot be withdrawn or used for other purposes within the Airwallex Platform. The Overpayment Limit applicable to a Credit Card shall be determined in Airwallex's sole discretion.

11.5 The Customer is responsible for confirming the correctness of the monthly statement. If the Customer disputes any transaction amount, fee, charge, repayments and/or interests (collectively “Charge”), the Customer must notify Airwallex no later than five days from the statement date, otherwise Airwallex will treat the statement as conclusive evidence of its contents. Airwallex will take reasonable steps to assist the Customer to resolve disputed Charges by providing information about the disputed Charge. If Airwallex agrees to give the Customer a temporary credit for a disputed Charge, the Customer must pay Airwallex for all other charges.

11.6 The applicable fees, charges and interest rates are set out in the Fee Schedule. Airwallex may vary the applicable rates from time to time.

11.7 Unless otherwise specified in the Fee Schedule, the Customer must always pay Airwallex in the currency in which Airwallex bills the Customer. If Airwallex accepts late payments or any payment described as being in full or in settlement of a dispute, Airwallex shall not lose any of its rights under these Terms or at law, and it does not mean that Airwallex agrees to change these Terms. Airwallex may credit part payments to any of the Customer’s outstanding Charges as Airwallex chooses.

11.8 If the Customer fails to pay any amount to Airwallex when due or if the Customer breaches any terms or conditions of these Terms, Airwallex may take one or more of the following actions which it shall decide at its sole discretion:

(a) without prior notice to the Customer, suspend access to the Customer's Global Account(s), suspend the provision of any or all Airwallex Services including prohibiting the transfer and withdrawal of any funds collected and held for the Customer, whether in the Customer's Global Account(s) or otherwise;

(b) without prior notice to the Customer, deduct, set-off, transfer or apply, to Airwallex, all or any of the funds collected and held for the Customer, whether in the Customer's Global Account(s) or otherwise, in or towards discharging the liabilities that the Customer is required to pay Airwallex pursuant to this Clause 11, and the Customer hereby authorises Airwallex to do so. When such set-off or transfer requires the conversion of one currency to another, such conversion shall be at the prevailing FX Exchange Rate; and

(c) enforce Airwallex’s rights or pursue remedies to collect or recover any outstanding amount (including the Statement Balance), and Airwallex is entitled to employ agents or service providers for such purposes. The Customer is required to indemnify and reimburse Airwallex for all reasonable amounts of costs (including legal fees) and expenses reasonably incurred by Airwallex in collecting or recovering any such outstanding amount.

11.9 Except as set out in Clause 11.10 below, the Customer will indemnify and reimburse (i) Airwallex, (ii) Airwallex's agents and nominees, and (iii) Airwallex's officers and employees and that of Airwallex's agents or nominees for the following items which any of them may incur or suffer as a result of or in connection with the Customer's use of the Card:

(a) all actions, proceedings and claims which may be brought by or against Airwallex or them; and

(b) all losses, damages and reasonable amounts of costs and expenses. The indemnity shall continue after the termination of these Terms.

11.10 If it is proved that any actions, proceedings, claims, losses, damages or amounts set out in Clause 11.8(c) above was caused by gross negligence or wilful default of (i) Airwallex, (ii) Airwallex's agents or nominees, or (iii) Airwallex's officers or employees or that of Airwallex's agents or nominees, then the Customer is not liable under Clause 11.8(c) above to the extent that it is direct and reasonably foreseeable arising directly and solely from such gross negligence or wilful default.

12.REBATE

12.1 The Customer may be eligible for a Rebate on Eligible Credit Card Transactions. The Rebate may be paid into the Customer’s Global Account on a monthly basis in a currency specified by Airwallex. Rebates earned in a calendar month will be paid on or before the last day of the next calendar month.

12.2 Any Rebate earned may not be paid if the Customer closes its Airwallex account before the Rebate has been credited and/or the Customer’s Airwallex account is not in good standing.

12.3 Any Rebate paid may be reversed if the Eligible Transactions to which it relates are subsequently cancelled, suspended, frozen or refunded (in whole or in part). Airwallex reserves the right to debit any paid Rebate from the Customer’s Airwallex account without prior notice if the Customer is found to be in breach of the Customer Agreement and/or Acceptable Use Policy.

12.4 The Customer cannot elect for any Rebate earned to be transferred to third parties or other accounts.

12.5 Airwallex reserves the right to cancel and/or suspend the Customer’s eligibility to receive Rebates at any time in its sole discretion.

13.EXPENSE MANAGEMENT & BILL PAY

13.1 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”).

13.2 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.

13.3 The Customer may revoke any Expense Management Permissions assigned to an Authorised User by updating the Expense Management Permissions through the Airwallex Platform.

13.4 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.

13.5 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.

14.DEFINITIONS

Unless listed below, defined terms have the meaning give to them in the Customer Agreement.

“Additional Cardholder” means a person to whom Airwallex has issued a Card at the Customer’s request;

“Available Amount” means: (a) in respect of the Borderless Card, the cash collateral in the Customer’s Global Accounts, or (b) in respect of the Credit Card, the amount available for drawdown which shall be calculated by deducting from the Credit Limit the Current Balance and any Credit Card Transactions which have been made since the last Statement Closing Date but are not yet Posted;

“Borderless Card” means a good funds credit card issued as a Physical Card or Virtual Card, as the context requires, to Cardholders under these Terms, secured against the Available Balance;

“Borderless Card Transaction” means a transaction made on a Borderless Card by a Cardholder with a merchant that accepts Visa cards;

“Card” includes the Borderless Card and the Credit Card.;

“Card Details” has the meaning given in Clause 3.1;

“Cardholder” means each of the Customer and any Additional Cardholders, which together are the “Cardholders”;

“Cardholder Details” means details of Cardholders that may be requested by Airwallex from time to time including: name, address, phone and email address and any other contact or identification information;

“Card Transaction” means either a Borderless Card Transaction or a Credit Card Transaction;

“Charge” has the meaning given in Clause 11.5;

“Chargeback” has the meaning given in Clause 10.1;

“Chargeback Request” has the meaning given in Clause 10.2;

“Contactless Limit” means any limit specified by Airwallex from time to time, or, if lower, such other limit imposed by Applicable Law, a Regulator, or industry practice in the Region;

“Credit Card” means a credit card issued as a Physical Card or Virtual Card, as the context requires, to Cardholders under these Terms;

“Credit Card Account” means the ledger account established in respect of a Credit Card for recording Credit Card Transaction and other items related to the Credit Card;

“Credit Card Transaction” means a transaction made on a Credit Card by a Cardholder with a merchant that accepts Visa cards;

“Credit Limit” means the total amount that Airwallex agrees to lend to a Customer which can be accessed through one or more Credit Cards;

“Current Balance” means, at any given time, the most recent Statement Balance and all Credit Card Transactions that are Posted since such Statement Balance minus all repayments against such Statement Balance.

“Direct Billing Currency” means a currency that the Customer is permitted to transact in using a Card and which can be directly debited from the Customer’s Global Account (for Borderless Transactions) or the Customer’s Credit Card Account (for Credit Card Transactions) in the same currency, but subject to the conversion under Clause 6, as specified by Airwallex from time to time;

“Disputed Transaction" means a Card Transaction that the Customer disputes with a merchant (for example, where the merchant has not provided the Cardholder with the goods or services paid for and the Cardholder has unsuccessfully requested a refund from the merchant);

“Eligible Credit Card Transactions” means all Credit Card Transactions excluding those that are expressly prohibited under and not supported by our Services pursuant to the Customer Agreements and/or the Acceptable Use Policy, and excluding unposted, cancelled, suspended, refunded, unauthorized or chargeback Credit Card Transactions, and any other transaction as designated by Airwallex from time to time.

“Expense Management Permissions” has the meaning given in clause 13.1;

“FX Exchange Rate” means the FX Base Rate (defined under the Treasury Management Terms) plus any other margin that may be applicable to the Customer, including the Customer Margin (defined under the Treasury Management Terms), and is referred to as “client_rate” in the Airwallex API (defined under the Treasury Management Terms);

“Minimum Payment Due” means the minimum amount of a Statement Balance to be repaid on the Payment Due Date as specified in the relevant Statement;

“Interest-free Period” means the period from the date of a Credit Card Transaction to the Payment Due Date for the month in which that Credit Card Transaction is made during which no interest is payable on that Credit Card Transaction Amount;

“Interest Rate” means the interest rate specified in the Fee Schedule or otherwise notified by Airwallex to the Customer;

“Overpayment Limit” means the total repayment amount that a Customer can make to the Customer's Credit Card Account when there is no Current Balance;

“Payment Due Date” has the meaning given in Clause 11.1;

“Payment Network” means Visa and any other similar scheme;

“Payment Network Rules” means any rules issued by any Payment Network that apply to Card Transactions;

“Physical Card” has the meaning given in Clause 2.1;

“PIN” means the personal identification number issued to the Customer to use with its Physical Card when making in-store or card present transactions;

“Posted” means the time when a Card Transaction becomes fully processed for payment and funds are either credited to or debited from the Available Amount;

“Primary Currency” means, For Borderless Card, a Direct Billing Currency that Airwallex permits the Customer to nominate from time to time or that Airwallex nominates for the Customer for Borderless Card Transactions, subject always to Airwallex's sole discretion on acceptance, and, for Credit Cards, means Hong Kong Dollars;

“Product” has the meaning given in Clause 1.2;

“Rebate” means an amount equal to a certain percentage (specified by Airwallex in writing) of the aggregate value of Eligible Credit Card Transactions made on a monthly basis.

“Statement” means, in respect of all Credit Cards, the consolidated monthly statements to be issued by Airwallex to the Customer in accordance with Clause 11;

“Statement Balance” means, as of the Statement Closing Date, the total amount owed by the Customer to Airwallex, representing all Posted Credit Card Transactions and any interest accrued and/or Charge incurred thereon, which remain outstanding;

“Statement Closing Date” means the last date of the period covered by a Statement.

“Surcharge” has the meaning given in Clause 5.8;

“Unauthorised Transactions” has the meaning given in Clause 9.2;

“Virtual Card” has the meaning given in Clause 2.1;

“Visa” means Visa Inc. and its affiliates; and

“Visa Supported Currency” means a currency that is not a Direct Billing Currency but which is supported by Visa for Visa card transactions.