ALIPAY SERVICES AGREEMENT

(Updated as of June, 2017)

PLEASE READ THIS AGREEMENT CAREFULLY

This services agreement, including the Schedules, (the “Agreement”) is made between:

  1. (1) You, as a User (as defined below) of one or more of the online sites (collectively, the "Platform Sites") set out below and belonging to a User group described below (“You”):
    1. (a) Platform Site: www.aliexpress.com (the "AliExpress Site")
      User Group: Buyer (as defined below); Seller (as defined below)
    2. (b) Platform Site: http://wholesale.alibaba.com (the “Alibaba.com Wholesale Site”)
      User Group: Buyer (as defined below); Seller (as defined below)
    3. (c) Platform Site: www.tmall.hk (the "Tmall Global Site")
      User Group: Buyer
    4. (d) Platform Site: https://intl.aliyun.com (the "Alibaba Cloud Site")
      User Group: Buyer
    and
  2. (2) ALIPAY SINGAPORE E-COMMERCE PRIVATE LIMITED (incorporated in Singapore with company registration no.: 201000378D) ("Alipay").

    This Agreement supplements the relevant transaction services agreement between you and the respective entity in connection with the services provided on AliExpress Site, Alibaba.com Wholesale Site, Tmall Global Site or Alibaba Cloud 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 and Alipay US, Inc. 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

    1. (a) For the AliExpress Site: click [here]
    2. (b) For the Alibaba.com Wholesale Site: click [here]
    3. (c) For the Tmall Global Site: click [here]
    4. (d) For the Alibaba Cloud 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 and Alipay US, Inc. 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: 

  1. (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;
  2. (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;
  3. (c) cancellation of the Online Transaction, in which case all the funds will be refunded to Buyer;
  4. (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;
  5. (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 
  6. (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 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. 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:

  1. (a) you will use the Alipay Services in good faith and in compliance with all applicable laws and regulations;
  2. (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;
  3. (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);
  4. (d) if you are a Seller of products:
    1. (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;
    2. (ii) you have good title to the products sold in an Online Transaction, and the products meet all relevant descriptions and requirements; and
  5. (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, 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 Notice.

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   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   Alipay makes no warranty regarding the Alipay Services or any products or services supplied by the Sellers under any Online Transaction, including to:

  1. (a) the Alipay Services meeting your requirements;
  2. (b) the Alipay Services being uninterrupted, timely or error free; or
  3. (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 and Alibaba.com Wholesale Site

This Schedule shall apply only to Users of the AliExpress Site and Alibaba.com Wholesale Site

1. Buyer protection plan

You acknowledge that the AliExpress Site and Alibaba.com Wholesale Site may also provide buyer protection plan for certain Online Transactions.

  1. (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 or Alibaba.com on the AliExpress Site and 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 AliExpress or Alibaba to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.
  2. (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.


SCHEDULE 2

Additional Terms and Conditions for the Tmall Global Site

Nil



SCHEDULE 3

Additional Terms and Conditions for the Alibaba Cloud Site

This Schedule shall apply only to Users of the Alibab Cloud Site.

1. Recurring Payment Service

This paragraph shall apply to all Buyers who have selected the Recurring Payment Service (as defined below).

  1. 1.1 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.
  2. 1.2 Alipay shall have the sole and absolute discretion as to whether to provide the Recurring Payment Service to a User.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 1.8 Alipay may suspend or terminate the provision of the Recurring Payment Service to a User at any time in its sole discretion.