Alipay Services Agreement

Last updated: 2019-7-19

Updated as of July 19 2019
PLEASE READ THIS AGREEMENT CAREFULLY
This services agreement, including the Schedules, (the “Agreement”) is made between:
(1) You, as a User (as defined below) of one or more of the online sites or mobile application (collectively, the "Platform Sites") set out below and belonging to a User group described below (“You”):
(a) Platform Site: www.aliexpress.com and/or the related mobile application (the "AliExpress Site")
User Group: Buyer (as defined below); Seller (as defined below)
(b) Platform Site: http://wholesale.alibaba.com and/or the related mobile application (the “Alibaba.com Wholesale Site”)
User Group: Buyer (as defined below); Seller (as defined below)
(c) Platform Site: www.tmall.hk and/or the related mobile application (the "Tmall Global Site")
User Group: Buyer
(d) Platform Site: https://intl.aliyun.com and/or the related mobile application (the "Alibaba Cloud Site")
User Group: Buyer
(e) Platform Site: https://www.taobao.com and/or the related mobile application (the “Taobao International Site”)
User Group: Buyer
(f) Platform Site: https://www.tmall.com and/or the related mobile application (the “Tmall World Site”)
User Group: Buyer
(g) Platform Site: https://www.alibaba.com/ (the "Alibaba.com Site")
User Group: Buyer; Seller
and
(2) ALIPAY SINGAPORE E-COMMERCE PRIVATE LIMITED (incorporated in Singapore with company registration no.: 201000378D) ("Alipay" or “Alipay Singapore”).  For the avoidance of doubt, this Agreement is not made between Sellers and Alipay for the Platform Sites (c) through (f) above.  A separate agreement governs services provided to Sellers by Alipay (if any) for the Platform Sites (c) through (f) above.  
This Agreement supplements the relevant transaction services agreement between you and the respective entity in connection with the services provided on the AliExpress Site, Alibaba.com Wholesale Site, Tmall Global Site, Alibaba Cloud Site, Taobao International Site,  Tmall World Site, or Alibaba.com Site (collectively, the "Platform Operators") as the case may be (the "Transaction Services Agreement"), and sets out the terms and conditions regarding your use of the Alipay Services (as defined below) provided to registered users of the Platform Sites ("Users"). In the event of any conflict between this Agreement (or any portion thereof) and any Transaction Services Agreement, the terms of this Agreement shall govern.
Unless otherwise indicated or the context requires otherwise, reference to “Alipay”, “we”, “us” or “our” in the Agreement include Alipay and its affiliates, including Alipay.com Co., Ltd., Alipay (UK) Limited, Alipay (Europe) Limited S.A. (“Alipay Lux”), Alipay (Canada) Inc.(“Alipay Canada”), Alipay US, Inc. (“Alipay US”), and Alipay (Australia) Pty Ltd that are involved in providing the Alipay Services, and such affiliates are joined as parties to the Agreement with respect to the Alipay Services they provide.
The Transaction Services Agreements are available at the following links
(a) For the AliExpress Site: click [here]
(b) For the Alibaba.com Wholesale Site: click [here]
(c) For the Tmall Global Site: click [here]
(d) For the Alibaba Cloud Site: click [here]
(e) For the Taobao International Site: click [here]
(f) For the Tmall World Site: click [here]
(g) For the Alibaba.com Site: click [here]
1. Acceptance of Terms
1.1 You acknowledge that Alipay is performing the Alipay Services to you as a User of the applicable Platform Site to support your online transactions concluded on and through such Platform Site ("Online Transactions"), and in accordance with the Platform Operators' instructions.
1.2 You acknowledge that you have read this Agreement prior to your use of the Alipay Services. Each time you use the Alipay Services you confirm that you agree to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time.
1.3 Some  
of the Alipay Services may be supported and provided by our affiliates, including Alipay.com Co., Ltd, Alipay (UK) Limited, Alipay Lux, Alipay Canada, Alipay US, and Alipay (Australia) Pty Ltd. If you are a registered user of the www.alipay.com online site (“Alipay Site”), this Agreement shall not apply to your use of services provided by Alipay.com Co., Ltd. on and through the Alipay Site.
1.4 We may amend this Agreement any time by posting an updated version on the Platform Sites. The updated version of this Agreement shall take effect immediately upon posting. By continuing to use the Alipay Services, you agree to that the amended terms will apply to you.
2. Alipay Services
2.1 The “Alipay Services” are services provided by Alipay and our affiliates to facilitate payments in connection with Online Transactions. Each of your Online Transactions are subject to the applicable Transaction Services Agreement.
2.2 The Alipay Services are only available to the Users of the Platform Sites. A User may be a "Buyer" or a "Seller", as the case may be. A User who purchases or acquires any product or service in an Online Transaction is referred to also as a “Buyer”, and a User who sells or provides any product or service in an Online Transaction is also referred to as a “Seller”. If your subscription to any services of the Platform Sites expires or is terminated for any reason, you will not be eligible to use the Alipay Services to conclude Online Transactions on the Platform Sites.
2.3 Alipay shall have the right to refuse to provide the Alipay Services for any Online Transaction if (a) the Online Transaction does not satisfy the terms and conditions in the applicable Transaction Services Agreement or the other applicable terms, rules and policies concerning the transaction services provided by the Platform Operators under the applicable Transaction Services Agreement in accordance with the Platform Operators’ instructions or (b) if Alipay has reason to believe that the Online Transaction may violate any laws, rules or regulations or may otherwise subject Alipay or any of our affiliates to liability or obligation. Alipay is not obliged to provide the Alipay Services where the bank account designated by a Seller in an Online Transaction to receive the transaction price has not been verified and confirmed by Alipay and our affiliates. You agree that Alipay or its local affiliates shall have the sole and absolute discretion to send or transfer funds subject to the terms of this Agreement.
3. Alipay Services for Online Transactions
3.1 The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site. When using Alipay to submit payment for an Online Transaction, payments are processed through accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement. The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. Alipay, and not the Buyer, is solely liable to the Seller for payment if Alipay fails to remit payments received from Buyer to the Seller. The payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction. Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date. For Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US, Inc. is the agent of Seller to receive payments authorized by such Buyers.
3.2 Upon receipt of the Buyer’s payment, Alipay shall promptly notify the relevant Platform Site of the details of the payment.
3.3 Alipay shall retain the funds received in connection with an Online Transaction as instructed by the Platform Operators until, as agreed between the Seller and the relevant Platform Operator, the first of any of the following events occurs:
(a) the Buyer’s confirmation of a successful completion of the Online Transaction, in which case all the funds will be transferred to the Seller;
(b) the Buyer’s failure to confirm receipt of the goods or services within the time limit prescribed by the Seller and as agreed by the relevant Platform Operator, in which case all the funds will be transferred to Seller;
(c) cancellation of the Online Transaction, in which case all the funds will be refunded to Buyer;
(d) the conclusion of any settlement agreement between the Buyer and the Seller, in which case the funds will be disposed in accordance with such settlement agreement;
(e) a dispute in relation to the services provided by the Platform Operator has been submitted to an Platform Site for a Platform Operator’s determination and the Platform Operator’s determination has become final and binding according to the applicable Transaction Services Agreement, in which case the funds will be disposed in accordance with the Platform Operator’s determination; and
(f) the Platform Operators or Alipay or our affiliates receives any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, in which case the funds will be disposed in accordance with such order, ruling, award or judgment.
If you are a Buyer, you acknowledge and agree that Alipay is not holding any funds on your behalf, or in any escrow or trust relationship with you.
If you are a Seller, you acknowledge and agree that you have requested that the settlement of funds to you be delayed as provided in this clause 3.3. Nothing in this clause 3.3 shall effect the fact that Buyer's payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Alipay as set forth in clause 3.1.
3.4 When releasing any funds to a User, Alipay shall have the right to deduct or withhold any financial charges or service fees due and payable to the relevant Platform Operator (if any) in such amounts as instructed by the relevant Platform Operator pursuant to the agreement between the Seller and the relevant Platform Operator, or the relevant Transaction Services Agreement (as the case may be).
3.5 Any unclaimed funds will be held by Alipay for a period of five (5) years or as otherwise instructed by the relevant Platform Operator, at the expiry of which time, you the Seller will be deemed to have waived any claim in respect of such funds or, if required by applicable laws, we will transfer the funds (less any fees, if any and to the extent permitted under applicable laws) to the relevant competent authority. You hereby agree that upon expiry of such period or upon such transfer of such funds to the relevant competent authority, Alipay will be relieved of any further obligation to pay those unclaimed funds to you.
3.6 You acknowledge and agree that Alipay may receive interest on any funds held by it in performing the Alipay Services. Any such interest is for the account of Alipay, and you will not receive interest or other profits in relation to the Alipay Services.
3.7 In the event a Buyer selects to make payment by a debit or credit card in connection with an Online Transaction, the Buyer hereby authorizes Alipay or its affiliates to charge that card to obtain the necessary funds.
3.8 At checkout, a Buyer will have the option to store his debit or credit card details in his account with a Platform Operator. In the event the Buyer selects such option, the information will be stored by Alipay or its affiliates on behalf of the Platform Operators. The Buyer hereby authorizes Alipay or its affiliates to collect and store his debit or credit card information.
3.9 If you experience any questions with the processing of your payment on the Platform Sites, please contact us at https://icshall.alipay.com/hall/index.htm?sourceId=ihome&language=. If you have placed an order from the Platform Site(s) and experience difficulties with your order, please contact customer service at the applicable Platform Site(s).
4. Users’ Responsibilities
4.1 All Online Transactions are concluded by and between Users only. You shall complete the Online Transactions in accordance with the applicable Transaction Services Agreement and the relevant Platform Site’s terms, rules and policies. You agree that you will not hold Alipay and our affiliates or agents liable for any Online Transaction or any products or services supplied under any Online Transaction.
4.2 You agree to give all notices, provide all necessary information, materials and approvals, and render all reasonable assistance and cooperation necessary for Alipay’s provision of the Alipay Services. If your failure to do so results in any delay in the provision of any Alipay Services or cancellation of any Online Transaction, neither Alipay nor our affiliates shall be liable for any loss or damages arising from such delay.
4.3 You represent and warrant that:
(a) you will use the Alipay Services in good faith and in compliance with all applicable laws and regulations;
(b) the information and materials you provide in connection with the use of the Alipay Services is true, complete, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the Alipay Services to defraud Alipay, our affiliates, other Users or any other person or engage in other unlawful activities (including dealing in products or services prohibited by law);
(d) if you are a Seller of products:
(i) you have the legitimate right and authorization to sell, distribute or export the products sold by you through the services provided by the Platform Operator and the sale of such products do not infringe any third party’s rights;
(ii) you have good title to the products sold in an Online Transaction, and the products meet all relevant descriptions and requirements; and
(e) if you are a Seller of services, you will provide the services ordered with reasonable care and skills.
4.4 If in Alipay’s sole opinion based on reasonable evidence, any User is not acting in good faith, is abusing the Alipay Services, or is in breach of this Agreement, Alipay shall have the right to request the relevant Platform Operator to cancel the Online Transaction.
4.5 You as the User shall be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any products or services purchased or supplied through the Alipay Services or otherwise arising from the Online Transaction.
4.6 To the full extent permitted by applicable law, you agree to indemnify Alipay, our affiliates and our employees, directors, officers, agents and representatives (collectively, the "Alipay Indemnified Persons") and to hold them harmless from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Alipay Services or from your breach of this Agreement. Alipay reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall cooperate with Alipay in asserting any available defenses.
5. Personal Data Privacy
5.1 You agree that we may collect, hold, use and transfer your personal data in accordance with the Alipay Privacy Policy https://render.alipay.com/p/f/agreementpages/alipayeuprivacypolicy.html.
6. Suspension of Systems
6.1 If you are unable to use the Alipay Services directly or indirectly due to either system suspension which has been announced by Alipay in advance, or any Force Majeure Event (as defined under Clause 8, you agree that to the full extent permitted by applicable law you will not hold the Alipay Indemnified Persons liable for any default, delay or failure in performing its obligations under this Agreement:
7. Disclaimer and Limitation of Liability
7.1 To the full extent permitted by applicable law Alipay shall only be liable for the obligations expressly set forth in this Agreement.
7.2 You agree that all disputes from the Online Transaction shall be a matter solely between you and your counterparty.
7.3 Users’ information is provided by the Users themselves. Alipay makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Users’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.
7.4 Except as expressly provided in this Agreement and to the full extent permitted by applicable law, Alipay makes no warranty regarding the Alipay Services or any products or services supplied by the Sellers under any Online Transaction, including to:
(a) the Alipay Services meeting your requirements;
(b) the Alipay Services being uninterrupted, timely or error free; or
(c) any products, information, materials or services obtained by you in connection with the Alipay Services meeting your requirements.
7.5 Any information, proposal or materials that you may obtain from the Alipay Indemnified Persons or through the use of the Alipay Services, whether in writing or oral, shall not constitute Alipay’s warranty regarding the Alipay Services.
7.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW THE ALIPAY SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASIS. ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.
7.7 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE ALIPAY INDEMNIFIED PERSONS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR LOSS OF OTHER ECONOMIC INTERESTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE ALIPAY SERVICES.
7.8 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE ALIPAY INDEMNIFIED PERSONS ARISING FROM THE ALIPAY SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATION THAT ALIPAY MAY DERIVE FROM SUCH TRANSACTION.
7.9 By using the Alipay Services, you acknowledge and agree that Alipay is not a bank or remittance agent and the Alipay Services should in no way be construed as the provision of banking services or remittance services. Alipay is not acting as a trustee, fiduciary or escrow with respect to a User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Alipay Services. Alipay does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on the Platform Sites.
7.10 Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you. You may also have other rights that vary by jurisdiction and other jurisdictions.
7.11 If you have a dispute with any other party, you release the Alipay Indemnified Persons from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you agree to waive California Civil Code Section 1542, which states, in part: “A general release does not extend to claims which a creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known by him or her must have materially affected his or her settlement with the debtor.”
8. Force Majeure
Neither you, your affiliates or agents (“User Indemnified Persons”) or the Alipay Indemnified Persons (each of the User Indemnified Persons and Alipay Indemnified Persons being a “Person”) shall be held liable for any default, delay or failure in performing its obligations under this Agreement resulting directly or indirectly from acts of nature, forces or causes beyond the reasonable control of such Person, including (i) a fire, flood, elements of nature or other acts of God, (ii) an outbreak or escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iii) Internet failures, computer, telecommunications, electrical power failures or any other equipment failures; (iv) a labor dispute (whether or not employees’ demands are reasonable or within the Person’s power to satisfy), (v) acts or omissions of a government authority prohibiting or impeding the affected Person from performing its obligations under this Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc. or (vi) the non-performance by a third party for any similar cause beyond the reasonable control of the Person (collectively, a “Force Majeure Event”). If a Force Majeure Event occurs, the non-performing party to this Agreement will be excused from any further performance of the obligations affected by the event only for as long as the Force Majeure Event continues and the party continues to use commercially reasonable efforts to resume performance.
9. Jurisdiction
9.1 This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the Republic of Singapore. You irrevocably consent to the exclusive jurisdiction of the courts of the Republic of Singapore, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.
9.2 If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Alipay Services (“Dispute”), the relevant parties shall first attempt to resolve the Dispute through amicable negotiations. If any Dispute arises between a Buyer and Seller in connection with an Online Transaction, you agree that such Dispute shall be resolved in accordance with the procedures set forth in the applicable Transaction Services Agreement only. If you initiate any legal proceedings against the Alipay Indemnified Persons in breach of the applicable Transaction Services Agreement, you shall, to the full extent permitted by applicable law, indemnify and hold the Alipay Indemnified Persons harmless and indemnified against any claims, losses, damages that may be suffered by the Alipay Indemnified Persons. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
9.3 In any event and to the full extent permitted by applicable law, you may not make any claim against the Alipay Indemnified Persons under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.
9.4 Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
10. General Provisions
10.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced
10.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The term “including” means “including without limitation”.
10.3 Except for the limited purpose of processing payments as agent of Sellers in accordance with clause 3.1, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
10.4 Any failure by Alipay to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
10.5 Alipay shall have the right to assign and transfer this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Alipay may delegate any of Alipay's rights and responsibilities under this Agreement to independent contractors or other third parties. A User may not assign, in whole or part, this Agreement to any person or entity.
10.6 If there is any conflict between the English language version and another language version of this Agreement, the English language version shall prevail.
SCHEDULE 1
Additional Terms and Conditions for the AliExpress Site
This Schedule shall apply only to Users of the AliExpress Site
1. Buyer protection plan
You acknowledge that the AliExpress Site may also provide buyer protection plan for certain Online Transactions.
(a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by AliExpress on the AliExpress Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of AliExpress to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.
(b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope. Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.
2. The following provision shall replace clause 3.1 in the main agreement in its entirety:  
3.1   The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers.  The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction.  Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.  For Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is the agent of Seller to receive Purchase Payments authorized by such Buyers.    
(a) Special sale terms for Buyers not located in the United States:
From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to make a partial payment to secure a product and sale price (“Partial Payment”) on a special sale date (the “Sale Date”).  By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Partial Payment from Buyer and Buyer's commitment to pay the balance of the sale price (“Balance”) on the Sale Date.  Buyer's subsequent payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Purchase Payment at the agreed upon sale price.  Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price. In such case, the Buyer would be deemed to have canceled the Online Transaction and the Partial Payment would be refunded to Buyer.
(b) Special sale terms for Buyers located in the United States:
From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to pay a deposit to secure a product and sale price (“Deposit”) on a Sale Date.  By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Deposit from Buyer and Buyer's commitment to pay the Balance on the Sale Date.  In these cases, Seller agrees that Buyer's full payment of the Deposit to Alipay constitutes final payment of the Deposit to Seller extinguishing Buyer's payment obligation to Seller for the Deposit as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  Seller also agrees that Buyer's full payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Balance as if the Buyer had paid the Seller directly, even if payment is not received by Seller from Alipay.  Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price.  In such case, the Buyer would be deemed to have canceled the Online Transaction and the Deposit would be refunded to Buyer.
3. The following provision shall be added to the end of clause 3.3 in the main agreement:  
Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Seller's account for Online Transaction payments maintained by Alibaba.com Singapore E-Commerce Private Limited (“Alibaba SG”) or, where Applicable, Alipay Merchant Services Pte. Ltd (Alipay MS”)   in accordance with applicable local law (“AE Seller Account”).  Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the AE Seller Account.  Once funds are credited to the AE Seller Account, Alibaba SG or Alipay MS (as applicable) is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alibaba SG or Alipay MS (as applicable).
SCHEDULE 2
Additional Terms and Conditions for the Alibaba.com Wholesale Site
This Schedule shall apply only to Users of the Alibaba.com Wholesale Site.
1.Buyer protection plan
You acknowledge that the Alibaba.com Wholesale Site may also provide buyer protection plan for certain Online Transactions.  
(a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by Alibaba.com on the Alibaba.com Wholesale Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of Alibaba to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.
(b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope.  Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.
2. The following provision shall replace clause 3.1 in the main agreement in its entirety with respect to Buyers that pay through credit cards or debit cards (“Card Buyers”):  
3.1   The Card Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Card Buyers.  The Seller agrees that the Card Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Card Buyer’s payment obligation to Seller as if the Card Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction.  Card Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.  For Card Buyers located in the United States or Card Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is the agent of Seller to receive Purchase Payments authorized by such Card Buyers.    
3. The following provision shall replace 3.3 in the main agreement:  
Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Alibaba.com Singapore E-Commerce Private Limited (“Alibaba SG”) that maintains Sellers’ accounts for Online Transaction payments in accordance with applicable local law.  Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to Alibaba SG.  Once funds are credited to Alibaba SG, Alibaba SG is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alibaba SG.
SCHEDULE 3
Additional Terms and Conditions for the Tmall Global Site
Nil
SCHEDULE 4
Additional Terms and Conditions for the Alibaba Cloud Site
This Schedule shall apply only to Users of the Alibaba Cloud Site.  
1. Recurring Payment Service
This paragraph shall apply to all Buyers who have selected the Recurring Payment Service (as defined below). 
1.1 Users of the Alibaba Cloud Site have the option of giving standing instructions to Alibaba Cloud for the automatic withdrawals from a bank account or debit or credit card designated by the User (the "User Bank Account" and "User Bank Card" respectively) and accepted by Alibaba Cloud [and Alipay] for payment in connection with an Online Transaction (the " Recurring Payment Service"). The Recurring Payment Service will be provided by Alipay and our affiliates as part of the Alipay Services. For the avoidance of doubt, references to the "Alipay Services" in this Agreement include the Recurring Payment Service.  
1.2 Alipay shall have the sole and absolute discretion as to whether to provide the Recurring Payment Service to a User.  
1.3 You hereby authorize on a recurring basis Alipay or its affiliates to act upon the instructions of Alibaba Cloud and instruct the relevant bank in which your User Bank Account or User Bank Card is maintained (the "User Bank") to debit or credit your User Bank Account or User Bank Card for making payments in connection with an Online Transaction. You represent and warrant that you have full power and authority in relation to the User Bank Account or User Bank Card to give proper authorization to Alipay or its affiliates in order for it to provide the Recurring Payment Service to you.
1.4 You represent and warrant that you will maintain at all times a sufficient balance in your User Bank Account or User Bank Card to enable the User Bank to make the relevant debits or credits in accordance with the instructions of Alipay or its affiliates. Alipay shall have the right to refuse to provide the Recurring Payment Service to you for an Online Transaction if your User Bank Account or User Bank Card does not have sufficient funds or credit to meet your payment obligations. Alipay shall have the right to impose an administrative fee for unsuccessful debit instructions.  
1.5 You agree that Alipay or its affiliates may collect, use, disclose and transfer information relating to your instructions and the User Bank Account or User Bank Card to other persons for the purpose of providing the Recurring Payment Service.  
1.6 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any error, delay, neglect, or omission in the transmission of any payment under the Recurring Payment Service, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.
1.7 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any costs, losses, damages, actions, claims and liabilities which you or any other person may incur or suffer in connection with or as a result of providing the Recurring Payment Service to you, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.  
1.8 Alipay may suspend or terminate the provision of the Recurring Payment Service to a User at any time in its sole discretion.  
SCHEDULE 5
Additional Terms and Conditions for the Taobao International Site  
With respect to the Taobao International Site, Payment Services Agreement shall govern the relationship between the Seller and the respective Alipay entity that provides the Alipay Services and this Agreement shall only apply to the Buyers that use credit cards, debit cards and/or bank accounts outside of China.  
SCHEDULE 6
Buyer Protection for the Taobao International Site and Tmall World Site
This Schedule shall apply only to Users of the Taobao International Site and Tmall World Site.
1. Buyer Protection Service
You acknowledge that the Taobao International Site and Tmall World Site may also provide buyer protection service for Buyers in certain Online Transactions on Taobao International Site and Tmall World Site (“Taobao -Tmall Buyer Protection Service”) and that Taobao International Site and Tmall World Site, in their sole discretion, determine the eligibility standards, scope, features, limitations and all other terms and conditions for and may initiate, change, modify, revoke or terminate the Taobao-Tmall Buyer Protection Service from time to time. If you are a Buyer that have been admitted to the Taobao -Tmall Buyer Protection Service, you fully and unconditionally agree to the following terms and conditions with respect to the Taobao -Tmall Buyer Protection Service:
1.1 Account Protection. Alipay intends to use commercially reasonable efforts to employ industry customary practice security measures in processing and storing your payment information in your online accounts directly or indirectly with Alipay through Taobao International Site and Tmall World Site (“Alipay accounts”). However, you acknowledge that Alipay cannot guarantee the security and availability of services provided over open networks such as the internet at all times. Where there has been unauthorized use of your Alipay account (see Scope of Protection below), Alipay may compensate you for certain losses you suffer if you comply with the rules set out below.
1.2 Scope of Protection.
(a) Scope of protection.
You may seek compensation under the Taobao -Tmall Buyer Protection Service only for direct losses suffered by you and caused by unauthorized transaction through your Alipay account, to which you have linked your credit cards, provided you have not violated any terms of the Alipay Service Agreement including provisions under this schedule.
(b) Eligibility standards.
You should meet at least the following conditions to be eligible for the protection under the Taobao -Tmall Buyer Protection Service:
(i) You have notified Alipay within 180 days of your Alipay account's unauthorized transactions.
(ii) Your Alipay account has been used without your authorization.
(iii) Your Alipay account has passed user identity authentication before the unauthorized transaction takes place.
(iv) Your Alipay account has properly used Alipay security products (including but not limited to SMS verification services, etc.) or has been linked to your authorized mobile phone number before the unauthorized transaction takes place.
(c). The amount of each compensation shall not exceed the dollar amount of direct loss caused by the unauthorized transaction. Each Alipay account shall be compensated one time and one time only for the unauthorized transaction through your linked credit card.
(d). The following incidents are not covered by this protection service:
(i) Alipay, after investigation or reasonable judgement, believes that your claim of unauthorized transactions through your Alipay account is questionable, or has reason to believe that the allegedly “unauthorized transactions” are in fact authorized by you or your spouse, relatives, friends or employees, agents, etc. For example, the allegedly “unauthorized transactions” through your linked credit cards occurs in a trusted network environment (such as through an equipment or IP address normally used by you, or the transaction passed verification by SMS, etc.), or there is a suspicious situation in which your own statements do not match the facts and circumstances investigated and determined by Alipay.
(ii) Alipay, after investigation or reasonable judgement, determines that your intentional behavior, gross negligence or illegal behavior contributed to the allegedly unauthorized transaction and your own financial losses (such as voluntarily disclose to others your Alipay account credentials including account name/password; entering account name/password on phishing website).
(iii) Alipay, after investigation or reasonable judgment, believes that your losses are due to fraud or coercion by others.
(iv) You fail to provide all or part of the information requested by Alipay including but not limited to the information on User Claim Letter, or do not actively cooperate with Alipay; or Alipay, in its reasonable judgment, believes that the information provided by you cannot prove that the funds in the card linked to Alipay account is spent without your authorization.
(e) Funds in the credit card linked to your Alipay account has been lost due to third parties other than the unauthorized user that stole your Alipay account credentials.
(f) Your Alipay account has already enjoyed the protection service before this unauthorized use, or you have recovered your losses from other means (such as submitting a chargeback request to the issuing bank).
(g) You have not complied the Alipay Service Agreement including terms under this and other schedules, attachments, or other rules published by Alipay, and Alipay, after reasonable judgment, determines that you are not entitled to this protection service or compensation due to reasons including but not limited to your acts of fraud, speculation, and violation of the legitimate rights and interests of others on any Alibaba website, Alipay website or when using any Alibaba or Alipay products or services.
(h) Due to force majeure factors such as typhoon, earthquake, tsunami, flood, power outage, war, terrorist attack, etc., Alibaba’s or Alipay’s system fails to perform services.
(i) Alibaba’s or Alipay’s service interruption or delay due to hacker attacks, technical adjustments or failures in the telecommunications sector, website upgrades, banking problems, etc.
1.3 Protection methods
(a) You may apply for compensation from Alipay if the unauthorized transaction are within the scope and terms and conditions of this protection service. You should notify Alipay immediately after you discovers the unauthorized transaction and submit relevant application materials including but not limited to the user claim letter and supporting documents as requested by Alipay. Alipay will process your application in accordance with terms of the Alipay Services Agreement and its internal policies and procedures.
(b) Regardless of the way Alipay chooses to protect your rights and interests, you agree and acknowledge that Alipay's decision to offer you this protection service and to compensate your losses accordingly does not mean that Alipay’s acts or omissions caused your losses, nor does it represent Alipay shall assume any liability therefor.
(c) You agree that, whenever and as soon as Alipay determines to compensate your losses, you shall fully and unconditionally transfer to Alipay, and Alipay shall immediately obtain and assume, all your rights and claims to any party that you may have in connection with the foregoing losses. You shall not make any claims or exercise any rights that have been transferred by you to Alipay, nor may you make any additional claim to Alibaba, Alipay or any of their respective affiliates.
(d) If you recover the loss from other channels, there is evidence that you may have committed fraud, or you should be responsible for your losses, you should notify Alipay and return the compensation paid by Alipay to you under this protection service immediately; if Alipay discovers any of the foregoing circumstances, you should repay all the amount paid to you under this protection service immediately after you receive notice from Alipay. You acknowledge and agree that Alipay reserves the right to recover from you, including but not limited to, deducting the amount that Alipay has paid to you under this protection service from all or part of your Alipay account, in the event that you do not return the compensation in time.
(e) You understand and agree that Alipay may, in the event of an advance notice to you by email or publication on the website or app of Taobao International Site and Tmall World Site, modify any terms or conditions of or terminate or revoke this protection service unilaterally and shall not be liable for such modification or termination.
(f) You understand and agree that when Alipay compensates you, it has the right and discretion to choose to refund to your credit card, pay to your bank account or through other means and methods.
1.4 Risk control measures
You understand and agree that the fact that you have claimed compensation for financial losses in connection with your use of Alipay payment services and Alipay accounts indicates that the Alipay account you are using is at risk. In order to protect you, Alipay may suspend all or part of Alipay services, including but not limited to limiting certain functions of your Alipay account such as top-up and payment.
Your agree to provide evidence, documents and information to support your compensation claim, including but not limited to: the front and back of the credit card used in the payment, the identification documents used to apply for the credit card (local ID card / passport), photo of bank statement, and User claim letter.
1.5 User claim letter
You shall contact the customer service of Alipay to obtain the latest form of User claim letter, which may be modified by Alipay from time to time. You shall properly complete, sign and submit a user claim letter before claiming any compensation under this Taobao – Tmall Buyer Protection Service.
SCHEDULE 7
Additional Terms and Conditions for the Alibaba.com Site
This Schedule shall apply only to Users of the Alibaba.com Site
1. Trade Assurance Program
If you are Seller: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by Alibaba.com on the Alibaba.com Site to secure your due performance of obligations under the relevant trade assurance program. You agree to permit and hereby authorize Alipay to act on the instructions of Alibaba to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant trade assurance program.
If you are a Buyer: You acknowledge and agree that the protection afforded to you under a trade assurance program applies to those Online Transactions where the Seller has subscribed to such program and the purchase falls within the trade assurance program scope.
2. The following provision shall replace clause 3.1in the main agreement in its entirety:  
3.1   The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site.  When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement.  The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers.  The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay.  The Purchase Payment must be made in U.S. dollars or any other currencies as supported by Alipay at the time of the transaction.  Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date.  For Buyers located in the U.S. or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is the agent of Seller to receive Purchase Payments authorized by such Buyers.  
3. The following provision shall replace clause 3.3 in the main agreement:  
3.3   Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Seller's account for Online Transaction payments maintained by Alipay US if Seller is located in the U.S. (the “Seller Account”).  Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Seller Account.  Once funds are credited to the Seller Account, Alipay US is responsible for Seller's funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay US.  
SCHEDULE 8
Special Terms for Users in the European Economic Area  
Alipay (Europe) Limited S.A. is a public limited liability company (société anonyme) organised under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (R.C.S. Luxembourg) under number B188095 with registered address 11-13 Boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of Luxembourg and authorised by the Luxembourg Financial Sector Regulator (Commission de Surveillance du Secteur Financier) as an electronic money institution under the Payment Services Law (as defined below) for the issuance and/or acquiring of payment instruments ("Alipay Lux").
This Schedule 8 forms part of, and amends, the Agreement where You are an individual located in, or a legal entity with its registered or head office in, the European Economic Area and Alipay Lux is providing the Alipay Services to You in the European Economic Area. If any provision in this Schedule 8 conflicts with a provision in the Agreement, the provision in this Schedule 8 will prevail. The Agreement and any notices given in connection with it, will be in English. If You are a consumer and would like a copy of the Agreement or any further information about the Alipay Services at any time please contact Alipay Lux via the Site.  
1. Interpretation  
1.1 In this Schedule 8:  
(a) capitalised terms used but not defined have the meanings given to them in the Agreement;  
(b) “Business Day” means a day, other than a Saturday, Sunday or public holiday in Luxembourg, when banks in Luxembourg are normally open for business;
(c) “Cleared Funds” means funds in respect of a Payment Request which are no longer subject to a right of recall;
(d) “EEA” means the European Economic Area;
(e) “Payment Request” means any request from You to Alipay Lux to initiate a payment transaction;
(f) “Payment Services Law” means the Luxembourg law of 10 November 2009 on payment services, as amended;
(g) “PSD2” means Directive (EU) 2015/2366;  
(h) “Settlement Account” means an account or accounts designated by You as the account to be debited and credited by Alipay Lux for card transactions, fees, chargebacks and other amounts due and payable.  
(i) “Settlement Amount” means in respect of a payment order, the total amount, including the amount of the transaction and any fees, charges and costs that You owe to us pursuant to the Agreement in relation to the payment order;
(j) the terms “consumer” (consommateur), “payment order” (ordre de paiement) and “payment transaction” (opération de paiement) shall have the meaning given to it in the Payment Services Law;  
(k) references to legislation, including the Payment Services Law and PSD2, are to such legislation as amended, updated and replaced from time to time.  
2. Alipay Services  
2.1 Where You are an individual located in, or a legal entity with its registered or head office in, the EEA, Alipay Lux will provide the Alipay Services to You.  
3. Opt-out of certain provisions in the Payment Services Law  
3.1 Where You are not a consumer, You hereby expressly agree that:
(a) the provisions of Title III of the Payment Services Law, including Article 3 letter (o) (Negative scope), paragraph (3) of Article 48-1 (Conditions for exemptions relating to electronic money institutions), Article 60 (Information charges), Article 60-1 (Burden of proof with respect to information requirements), Article 61 (Currency and currency conversion), Article 62 (Information on additional charges or reductions), Article 65 (Prior general information), Article 66 (Information and conditions), Article 66-1 (Information for payer’s account servicing payment service provider in the event of a payment initiation service), Article 67 (Information for the payer after receipt of the payment order), Article 68 (Information for the payee after execution), Article 70 (Prior general information), Article 71 (Information and conditions), Article 72 (Accessibility of information and conditions of the framework contract), Article 73 (Changes in conditions of the framework contract), Article 74 (Termination), Article 75 (Information before execution of individual payment transactions), Article 76 (Information for the payer on individual payment transactions) and Article 77 (Information for the payee on individual payment transactions) thereof, shall not apply to the Agreement;
(b) the following provisions of Title IV of the Payment Services Law shall not apply to the Agreement: paragraph (1) of Article 79 (Charges applicable), paragraphs (3) and (4) of Article 81-3 (Provisions concerning access to data and payment accounts and the use of such data in the context of account information services), Article 86 (Evidence on authentication and execution of payment transactions), Article 88 (Payer's liability for unauthorised payment transactions), Article 89 (Refunds for payment transactions initiated by or through a payee), Article 90 (Requests for refunds for payment transactions initiated by or through a payee) and Article 93 (Irrevocability of a payment order), Article 101 (Non-execution or defective execution);
(c) the provisions of Title III and Title IV of PSD2, as implemented in other EEA member states shall not apply to the Agreement.  
3.2 You represent and warrant that You are not a consumer and are deemed to repeat such representation and warranty each time You submit a payment request to Alipay Lux Lux unless You have notified Alipay Lux that this is not the case.  
3.3 You shall notify Alipay Lux in writing immediately if at any time during the term of the Agreement You become a consumer, in which case Alipay Lux may (in its absolute discretion) cease to provide some or all of the Alipay Services under the Agreement to You.
4. Consent to the use of personal data  
4.1 You consent to Alipay Lux accessing, processing and/or retaining personal data for the purposes of providing the Alipay Services.
5. Communications and notices
5.1 Where You are a consumer, Alipay Lux will usually contact You via e-mail or the Site.  
5.2 Where the applicable law requires Alipay Lux to provide information to You on a "durable medium", Alipay Lux via e-mail or the Site.
5.3 All communications and notices to be given or sent under the Agreement shall be in English.  
6. Complaints and disputes  
6.1 All complaints relating to the Agreement will be processed pursuant to Alipay Lux’s complaint resolution procedures, which Alipay Lux will make available to You in English on the Site. Alipay Lux may amend and update such procedures from time to time.
7. Date of effect of this Schedule 8  
7.1 This Schedule 8 shall continue in effect until the Agreement is terminated or expires pursuant to its terms.
8. Amendments  
8.1 Where You are a consumer, the Agreement may be amended by written agreement between You and Alipay Lux, by Alipay Lux giving You two (2) months’ notice in writing of the amendments. If You reject in accordance with section 8.3 below, You have the right to terminate the Agreement free of charge and with effect at any time until the date when the amendments would have applied.  
8.2 Where You are not a consumer, the Agreement may be amended by written agreement between You and Alipay Lux or, in the case of amendments required by applicable law, unilaterally by Alipay Lux giving You two (2) weeks’ notice in writing of the amendments.  
8.3 You agree that You will be deemed to accept any changes to the Agreement, unless You notify Alipay Lux before the date of their proposed date of entry into force that such changes are not accepted. If You do not terminate the Agreement and continue to use the Alipay Services after the changes have taken effect, You will be deemed to have accepted such changes.  
9. Consent to execute online transactions
9.1 You agree that by submitting a payment order, You consent to the execution of the Online Transaction.
10. Refusal of payment orders
10.1 Subject to its obligations under the Payment Services Law, and unless otherwise specified in the Agreement, Alipay Lux may refuse to accept a Payment Request or a payment order.  
11. Incoming payments
11.1 Where You are the Seller, You agree that, unless otherwise agreed in writing between You and Alipay Lux (in the Agreement or otherwise), the time of receipt of a payment order will be the time Alipay Lux receives the payment order or, where Alipay Lux receives the payment order after 15.00 hrs or on a day that is not a Business Day, the next Business Day.  
12. Deductions
12.1 Where You are the Seller, Alipay Lux will deduct or pay (as applicable) amounts it receives on your behalf by way of settlement of transactions from a third party payer:
(a) firstly, in payment of all amounts due to Alipay Lux, including in respect of fees, charges and costs due and payable pursuant to the Agreement or as set out in any invoices which we have sent to You; and
(b) secondly, unless otherwise agreed in writing between Alipay Lux and You (in the Agreement or otherwise), to your Settlement Account.  
13. Outgoing payments
13.1 In order to make a payment order, Alipay Lux may require that You provide it with certain information pursuant to the contractual terms of the relevant Platform Site.  
13.2 Where You are the Buyer and You submit a Payment Request (as payer) to a payee, unless otherwise agreed in writing between You and Alipay Lux (in the Agreement or otherwise), the time of receipt of a payment order will be the later of:  
(a) the time Alipay Lux receives the Payment Request or, where Alipay Lux receives the Payment Request after 15.00 hrs or on a day that is not a Business Day, the next Business Day; and  
(b) the time Alipay Lux receives the Settlement Amount in full in Cleared Funds.
13.3 Once Alipay Lux has received your payment order pursuant to section 13.2 above, You may not revoke the payment order.  
13.4 Where You are a consumer, when Alipay Lux receives a payment order from You, Alipay Lux shall provide You with information on the maximum execution time for the payment services and any charges payable by You.  
14. Non-execution or defective or late execution of payment transactions  
14.1 Where You are a consumer, Alipay Lux is liable to You for the correct execution of the payment transaction following the payment order requested by You, unless it can prove that the payee’s payment service provider received the correct amount of the payment transaction in accordance with the information in your payment order.  
14.2 Where Alipay Lux has incorrectly executed a payment transaction and is liable, Alipay Lux shall refund You the amount of the payment transaction without undue delay and in any event, no later than the end of the next Business Day on which Alipay Lux becomes aware of an incorrectly executed payment transaction.  
14.3 Where You are a consumer, if You become aware of an unauthorised or incorrectly executed payment transaction, You shall notify Alipay Lux without undue delay and in any event no later than thirteen months after the debit date of such transaction.
14.4 Where You are not a consumer, if You become aware of an unauthorised or incorrectly executed payment transaction, You shall notify Alipay Lux without undue delay and in any event no later than thirty days after the debit date of such transaction.  
15. Severability
15.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph will not affect the validity and enforceability of the rest of this the Agreement.
16. Liability, rights and obligations  
16.1 Nothing in the Agreement will exclude or limit any liability, or disapply or limit any rights or obligations, under the Payment Services Law, PSD2 or any other applicable laws that cannot be so excluded, disapplied or limited in accordance with the Payment Services Law, PSD2 and any other applicable laws (such liability, rights and obligations, together, “Mandatory Rules”). In the event of any conflict between a provision in the Agreement and any Mandatory Rule, the Mandatory Rule will prevail.
17. Termination  
17.1 Where You are a consumer, Alipay Lux may terminate the Agreement which is concluded for an indefinite term by giving You two (2) months’ prior notice.  
17.2 Where You are not a consumer, Alipay Lux may terminate the Agreement by giving you one (1) months’ prior notice.  
17.3 You may terminate the Agreement at any time by giving Alipay Lux one month’s prior notice in writing. 
17.4 The rights of termination of the User contained in this Agreement will however not apply where the Payment Services Law and/or any other current or future Luxembourg payment services laws and regulations prohibit the termination of the present Agreement for an event of insolvency or similar event of Alipay Lux.  
18. Third party rights
18.1 Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  
19. Governing law and jurisdiction
19.1 Where You are in the EEA and Alipay Lux is providing the Alipay Services to You, the Agreement shall be governed by the law of the Grand Duchy of Luxembourg. In the event of any dispute or claim arising from or in connection with the Agreement or your use of the Alipay Services, the relevant parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of the Agreement), You irrevocably consent to the matter being referred to and finally resolved by arbitration in Luxembourg by the Arbitration Center of the Luxembourg Chamber of Commerce. If any dispute is submitted to the Arbitration Center of the Luxembourg Chamber of Commerce for arbitration, the arbitration shall be conducted in accordance with the Rules of Arbitration of the Arbitration Center of the Luxembourg Chamber of Commerce in force at the time of applying for arbitration, which are deemed to be incorporated by reference in this paragraph. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Luxembourg. The language to be used in the arbitral proceedings shall be English. The arbitration award rendered by the Arbitration Center of the Luxembourg Chamber of Commerce shall be final and binding on all the relevant parties.  
19.2 The foregoing is without prejudice to the right of the User to initiate ordinary court proceedings if the User is a consumer and to issue a complaint with the Luxembourg Financial Sector Regulator (Commission de Surveillance du Secteur Financier) in order to obtain an out of court settlement. More information about such dispute resolution procedure with the Luxembourg Financial Sector Regulator can be found here If You are a consumer You also can use the platform made available via the following website https://webgate.ec.europa/eu/odr.

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