Management Rules for Overseas Acquirers

Last updated: 2019-4-30

These Management Rules (“Rules”) apply to all Overseas Acquirers having entered into an Alipay Service Contract with Alipay.com Co Ltd (“Alipay”). These Rules set out the rights and responsibilities of an Acquirer when it provides payment processing, authorization and settlement services to Secondary Merchants, enabling them to accept payments from Alipay Users indirectly through the Acquirer. All Overseas Acquirers must ensure that their business operations and Secondary Merchants comply with these Rules.

1. Definitions

Unless otherwise defined herein, capitalized terms used in these Rules have the same meanings given to them in the Alipay Service Contract between each of the Overseas Acquirers and Alipay.

Definition Description
Overseas means all countries and regions outside of PRC.
Overseas Acquirers means acquirers or banks which have entered into an agreement with Alipay to provide cross-border payment service to Secondary Merchants.
Overseas Acquiring means cross-border payment services provided by Alipay to domestic individuals or institutions that purchase goods or services abroad using Alipay Wallet in RMB currency, and Alipay settles funds to overseas merchant or acquirer in foreign currency.
Secondary Merchant means an overseas merchant who does not directly enter into an agreement with Alipay and obtains access to Alipay Services through its Overseas Acquirer.

2. General Requirements for Overseas Acquirers

1)    An Acquirer must meet the following criteria:
a)    have a good reputation and operate its business competently, honestly and fairly;
b)    have obtained all necessary corporate registration, regulatory approval or licenses required to operate its business;
c)    be financially stable with a good financial status;
d)    have a good credit history and not listed on any lists of prohibition development or prudent development by any regulatory authorities or bank card organizations;
e)    have secure and effective software and hardware systems to ensure that the use of Alipay Services by Secondary Merchants is reliable, efficient and sound and in accordance with the Alipay Service Contract;
f)    have entered into written agreements with its Secondary Merchants to access Alipay Services; and
g)    have appropriate risk controls and systems in place as reasonably required by Alipay from time to time.
2)    To enter into an Alipay Service Contract with Alipay, the Overseas Acquirers shall provide the following Due Diligence material:
a)    copies of accurate and current corporate registration documents (e.g. Business License or Certificate of Incorporation) or other relevant documents as proof of business registration in the jurisdiction in which the Overseas Acquirer operates;
b)    copies of necessary regulatory license or approvals which the Overseas Acquirer may be required to hold including any qualification certificates (subject to laws and requirements of relevant local authorities);
c)    the relevant information and current certificates of all enterprise and individual shareholders holding a substantial share in the relevant company subject to law and requirements of relevant local authorities;
d)    the relevant documents necessary to properly identify all directors and officers of the Overseas Acquirer (subject to the compliance requirements of local authorities);
e)    the completed due diligence questionnaires and relevant management policies and procedures including but not limited to anti-money laundering and data protection as applicable;
f)     the completed risk management questionnaires, policies and procedures;
g)    the audited financial reports of the Acquirer for the previous two financial years or if such financial reports are not available, financial records demonstrating that the Overseas Acquirer is of good financial standing.

3. Scope of Alipay Services provided to Secondary Merchants

All Alipay Services provided by an Overseas Acquirer to its Secondary Merchants must be provided within the following scope:

Classifications Description Specific Alipay Service Scope
1.    Technical  Support Service An Overseas Acquirer must  provide technical services through Alipay’s Platform to each of its Secondary Merchants. An Overseas Acquirer must comply with these Rules and must not in any way, impair the interests of Alipay and Secondary Merchants. 1.1 Providing technical support  services to Secondary Merchants to access Alipay Services;
1.2 Installing equipment designated by Alipay for Secondary Merchants to access Alipay Services including but not limited to debugging software, relevant hardware systems, and training and informing Secondary Merchants about Alipay Services;
1.3 Collecting and uploading licenses and business certificates of Secondary Merchants;
1.4 Enabling the Secondary Merchants to place and publish points of sale  materials as designated and required by Alipay, in the retail stores of Secondary Merchants; and
1.5 Other technical services as approved by Alipay.
2.    Promotions / Operational  Support Service An Overseas Acquirer must promote Alipay Services and provide operational support services to Secondary Merchants. An Overseas Acquirer must enter into written agreements with each of its Secondary Merchants to ensure that Secondary Merchants agree to comply with these Rules and agree not to conduct business in a way that will impair the interests of Alipay, Overseas Acquirers and Secondary Merchants. 2.1 Providing  designing and branding services to Secondary Merchants for marketing and promotional activities, e.g. photo shoots of retail stores and graphic designs;
2.2 Planning and implementing marketing and promotional events;
2.3 Providing co-promotion services to Secondary Merchants through offline channels;
2.4 Providing data analysis services to Secondary Merchants following relevant marketing and promotional events;
2.5 Providing branding and marketing support to Secondary Merchants;
2.6 Providing support to Secondary Merchants in operating online stores;
2.7 Other marketing and promotional services as approved by Alipay.

4. Management Responsibilities of Overseas Acquirers

1)      In accordance with the Alipay Service Contract and Applicable Laws, Overseas Acquirers must comply with the following onboarding criteria when onboarding Secondary Merchants to access Alipay Services:
a)    provide information about each of its Secondary Merchants and Transaction information as requested by Alipay in a timely manner and in accordance with Alipay’s requirements;
b)    manage its business operations in an efficiently and competently by implementing sound monitoring systems and controls to manage and supervise each of its Secondary Merchants;  
c)    ensure the quality and standard of Secondary Merchants by having an appropriate system for approvals; and
d)    have appropriate controls for ongoing monitoring of Secondary Merchants.
2)      Overseas Acquirers must only provide Alipay Services to Secondary Merchants within the Service Scope specified in the Alipay Service Contract.
3)      Overseas Acquirers must keep all Transaction records and proof documents for at least five (5) years from the date of each Transaction.
4)      Overseas Acquirers must cooperate with Alipay in all investigations conducted  by relevant authorities such as investigations conducted by regulatory authorities, self-regulatory organizations or public security; and provide, and procure Secondary Merchants to provide all necessary transaction information in accordance with Alipay’s reasonable requests.
5)      Overseas Acquirers must cooperate with all investigations or onsite visits conducted by Alipay.
6)      Overseas Acquirers must settle Transaction amounts directly to its Secondary Merchants promptly.
7)      Overseas Acquirers must provide appropriate training and conduct onsite visits of its Secondary Merchants to ensure that Secondary Merchants are conducting its business in accordance with these Rules and the Alipay Service Contract including but not limited to the following aspects: i) usage of Alipay Services, ii) maintaining channels for effective communications, iii) advertising in accordance with Alipay’s requirements, and iv) keeping necessary transactions records.
8)      Overseas Acquirers must collect, use and store Personal Information in accordance with the Alipay Service Contract. Overseas Acquirers must encrypt any Personal Information collected and received by Alipay when providing Alipay Services and must not store any Personal Sensitive Information of Alipay Users in any way, including but not limited to the magnetic track or chip information, verification code, CVV code or expiry date of bank cards and passwords of bank cards or Alipay accounts. Overseas Acquirers must co-operate with any third parties so entrusted by Alipay to conduct any safety assessment.
9)      Overseas Acquirers must ensure that the collection of Personal Information by it and its Secondary Merchants are expressly authorized by Alipay Users and the use of such Personal Information are in accordance with “Alipay Internal Policy: Personal Information Processing Standards”. Overseas Acquirers warrant that any use of Alipay User's Personal Information must be within the authorized scope. All third party application service providers must delete all relevant data received relating to the Alipay User if so required by the Alipay User and are obliged to ensure the safety of such data during storage, usage or transmission.
10)   Overseas Acquirers must cooperate with Alipay and provide services to its Secondary Merchants regarding the placing, debugging, using and maintaining any point of sale materials, systems and equipment. 
11)   If there are any Transaction disputes or complaints caused by the operations of the Overseas Acquirer or its Secondary Merchant, the Overseas Acquirers must resolve the disputes and/or complaints in an efficient and professional manner within a reasonable timeframe.

5. Compliance with Alipay Internal Policies

Overseas Acquirers must comply with these Rules and all Alipay’s Internal Policies including but not limited to:
a)    Risk Management Requirements for Overseas Acquirers;
b)    Anti-Money Laundering Management Requirements for Overseas Acquirers;
c)    Personal Information Processing Standards;
d)    Alipay Information Security Standards; and
e)    Other management rules as required and notified by Alipay from time to time.

6. Classification of Violation Events

Type I Violation
1)    Any breach, contravention or violation of Applicable Laws in the jurisdictions where its business operates;
2)    Any breach, contravention or violation of PRC laws and regulations;
3)    Any breach or violation of provisions, guidance or other rules of the local regulatory authorities and industry associations as applicable;
4)    Any business operations conducted by the Acquirer or Secondary Merchants in countries or regions that is beyond the scope that is provided in the Alipay Service Contract;
5)    An Overseas Acquirer and any Secondary Merchants operating in a country that is listed as a sanctioned country or region as advised by PRC or the country or region in which it operates;
6)    An act by the Overseas Acquirer and/or the Secondary Merchant which may, in any way, directly or indirectly impair or detract from the goodwill and reputation of Alipay and its Affiliates including but not limited to causing a material adverse effect on the branding and corporate image of Alipay or its Affiliates.
7)    Any misappropriation of resources and information, including but not limited to account theft, embezzlement or transfer of Settlement funds without consent or any unauthorized modification of accounts information of its Secondary Merchants.
8)    Any assignment or transfer of rights under the Alipay Service Contract to a third party without Alipay’s written consent including but not limited to sales of Alipay’s accounts and technical interfaces.
9)    Any improper profit-making behavior.
10)  A Type II Violation causing a material adverse effect on Alipay, its Affiliates or Secondary Merchants including but not limited to an act which may impair or detract the reputation and goodwill of Alipay or an act that results in actual loss suffered by Alipay, its Affiliates or Secondary Merchants.
11)  Subject to Alipay’s sole discretion, any other situations causing an adverse and material effect on Alipay and its Affiliates including but not limited to an act or conduct which will directly or indirect impair the commercial interest of Alipay, its Affiliates or Secondary Merchants.
Type II Violation
1)    Any unauthorized use of branding, trademarks, logos and slogans of Alipay or its Affiliates.
2)    Any act or conduct that seeks to cause reputational damage to Alipay including but not limited to slander or malicious acts targeting Alipay, its Affiliates or its employees.
3)    An improper use of rights of others, including but not limited to the improper use of Alipay’s and a third party’s trademarks, copyrights, portraits or patents.
4)    Causing market disturbances and improper business operations, including but not limited to maliciously directing Secondary Merchants to other payment methods; price fixing or manipulation; insulting, derogating, threatening, intimidating, maliciously harassing any employees of Overseas Acquirers or Secondary Merchants; damaging or causing extended interruptions in the daily business operations of Secondary Merchants or Alipay; co-ercing Secondary Merchants to purchase services beyond the service scopes agreed in written agreements.
5)    Engaging in fraudulent or deceptive activities including but not limited to enabling, instigating, acquiescing, aiding, abetting and assisting Secondary Merchants in any way, to mislead, cheat or advertise benefits, operating false trading or other acts with dishonest intentions.
6)    Conducting Transactions made by Overseas Acquirers or Secondary Merchants through an Alipay Account which has been manipulated and does not have an authentic commercial purpose;
7)    Conducting an improper Transaction including but not limited to low value Transactions.
8)    Any abuse of Alipay’s technical interface causing serious consequences and undue financial harm to Alipay and its Affiliates and respective business operations.
9)    Any Secondary Merchant that conduct Transactions which violates Prohibited Products and the number of occurrences is deemed high risk by Alipay in accordance with Alipay’s risk assessments.
10)  Any complaints by Secondary Merchants of a serious or high risk nature including but not limited to unauthorized transactions, merchant fraud in which the Secondary Merchants has failed to comply with Alipay’s investigation requirements and the number and degree of such complaints will cause a material negative impact on the commercial interests of Alipay and its Affiliates.
11)  An Overseas Acquirer failing to directly settle to its Secondary Merchants in accordance with the Alipay Service Contract and these Rules.
12)  Sending unauthorized spam emails through Alipay’s Platform or to release information in order to gain an advantage or benefit, whether directly or indirectly, through advertising and promoting contents for third parties.
13)  Any use or disclosure of Confidential Information, including but not limited to disclosure of information of Overseas Acquirers and Secondary Merchants, Alipay Users or other cooperative partners or any non-public information;
14)  Insulting, intimidating, threatening, or maliciously harassing Secondary Merchants.
15)  Any Type III Violation causing a material adverse effect on Alipay, its Affiliates or Secondary Merchants.
Type III Violation
1)    Failure to report full merchant information of all of its Secondary Merchants promptly as required by Alipay and providing to Alipay, authentic and complete Transaction information in relation to goods or services.
2)    Failure to have proper risk controls and measures in place to manage, monitor and control the onboarding process of all Secondary Merchants according to Alipay’s Internal Policies.
3)    Failure to provide accurate and complete records and certificates as evidence of the authenticity of Transactions in the event of a Transaction investigations conducted by Alipay.
4)    A failure or refusal to cooperate with Alipay in the event of an onsite visits or investigations conducted by Alipay. 
5)    Not onboarding Secondary Merchants to Alipay in accordance with Alipay’s pricing requirements as set out in the Alipay Service Contract including but not limited to onboarding a false merchant in which a Secondary Merchant is onboarded without the merchant’s express authorization, to operate as Alipay’s merchant or does not have or operate a genuine retail store.
6)    Failure to have adequate risk controls and systems in place to perform effective risk management of its Secondary Merchants, including but not limited to systems or controls to detect prohibited products, prohibited sales, false trading, unauthorized and fraudulent transactions, merchant fraud and technical interface abuse.
7)    Refusing to cooperate with Alipay to impose and execute remedial actions or necessary actions against the Secondary Merchants who have not compiled with these Rules, Alipay’s Internal Policies and the Alipay Service Contract.
8)    Refusing to cooperate with Alipay in the event of inquiries, investigations and onsite visits conducted based on the risk assessment outcomes of the Overseas Acquirer.
9)    Failure to provide services to Secondary Merchants honestly, fairly and competently, including but not limited to disrespecting Secondary Merchants, exaggerating or guaranteeing certain service effects beyond the scope of promotional materials and providing false and vague answers to Merchant’s questions causing misunderstanding, or not confirming information with Secondary Merchants and impairing commercial interests of Alipay.
10)  Failure to install appropriate system or equipment designated by Alipay to provide Alipay Service to Secondary Merchants including but not limited to, debugging software and hardware systems for Secondary Merchants or informing Secondary Merchants about the scope and limits of the usage of Alipay services as required.
11)  Failure to place the point of sale materials designated by Alipay in retail stores of Secondary Merchants or a failure to display  Alipay’s brand logo in the website of Secondary Merchants as required by Alipay;
12)  Refusal to cooperate with Alipay to resolve any Transaction disputes or complaints initiated by Alipay Users in a timely manner.
13)  Failure to take timely and active measures and actions during a public opinion event affecting Secondary Merchants including any negative news or complaints against the Secondary Merchants.
14)  Failure to provide secure technical systems that is free from website bugs, Trojan viruses or other malicious codes.

7. Violation Rating and Relevant Procedures

1)      Alipay is entitled to, in its sole discretion, impose relevant restrictive measures on Overseas Acquirers in accordance with these Rules.
2)      Alipay will notify Overseas Acquirers Contract of the restrictive measures imposed on the Overseas Acquirer and its Secondary Merchants as soon as practicable.
3)      If an Overseas Acquirer has an objection against any restrictive measures taken against it, it must provide a written response and corresponding written evidence to Alipay as soon as reasonably practicable. Alipay reserves the right to reduce or cease restrictive measures if it determines that the evidence provided by the Overseas Acquirer is sufficient and meets Alipay’s risk assessments and Standards.

8. Violation Settlement Methods

1)      The following Violation Settlement Methods shall apply in the event that:
a)    a Secondary Merchant lodges a complaint or an Alipay User lodge a User Complaint about the Overseas Acquirers and/or its business operations, or
b)    Alipay determines, in its sole discretion, that there has been a breach or violation by the Overseas Acquirers of these Rules and the Alipay Service Contract that will cause or have the potential to cause Alipay or any of its Affiliates to violate or potentially violate any Applicable Law to which Alipay or any of its Affiliates is or becomes subject to.
2)      If an Overseas Acquirer is in breach of these Rules, Alipay has the right to take the following risk management and compliance measures:
a)    In the event of a Type I Violation, such event will be regarded as a material breach of the Alipay Service Contract and Alipay, in its sole discretion is entitled to suspend or terminate Alipay services, in part or in full, in accordance with the Alipay Service Contract including but not limited to suspending any payments of any accrued rewards or business coordination expenses due to the Overseas Acquirer.
b)    In the event of a Type II Violation or Type III Violation, Alipay has the right to take one or more of the following risk management and compliance measures:
i.  issue a written notice to require the Overseas Acquirer to rectify the relevant breach of these Rules within the specified timeframe;
ii. suspend onboarding process of Secondary Merchants;
iii. terminate Alipay Services to Secondary Merchants, in part or in full;
iv. impose transaction limit, suspend settlement service; 
v. terminate any provisions of official marketing resources of Alipay platform or deduct rewards or business coordination expenses of that month.
c)    Alipay has the right to take appropriate interim risk management and compliance measures deemed necessary in order to ensure that Alipay continues to provide Alipay Services in compliance with Applicable Laws. The interim measures include but not limited to measures listed in this clause 8 of these Rules. If Alipay determines that the Overseas Acquirer has taken appropriate and necessary steps to rectify the breach and have implemented appropriate risk controls to mitigate the risk of a further breach or violation of these Rules, the interim measures will be adjusted accordingly.

9. Amendment and Annex to This Rule

Alipay has the right to vary or amend these Rules in accordance with the Alipay Service Contract.

Updated on April 30, 2019

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