ALPHAPAY – U.S. STANDARD TERMS

ALPHAPAY – STANDARD TERMS

 

These terms (the “Standard Terms”) are entered into between Alpha Pay Inc. DBA AlphaPay (“AlphaPay”) and the client (the “Client”) set out in the applicable order form (the “Order Form”). These Standard Terms and the Order Form (collectively the “Agreement”) form a binding legal contract that governs the relationship between AlphaPay and the Client. Please read them carefully and familiarize yourself with their contents. All capitalized terms not otherwise defined herein shall have the same meaning as in the Order Form.

 

  1. SERVICES
    • Services. AlphaPay hereby agrees, subject to receipt of the Fees and the material set out in the Order Form, and subject to the terms and limitations set out in this Agreement, to provide to Client with a payment integration system, which:
      • utilizes functionality provided by the WeChat Pay payment technology that is owned by Tencent Holdings Limited (China), the Alipay payment technology that is owned by Alipay.com Co., Ltd. (China), Best Pay payment technology that is owned by China Telecom Orange Finance (China), and the UnionPay QRC Payment that is owned by UnionPay International Co., Ltd (collectively the “Licensed Technology”);
      • processes payments from users of the Licensed Technology in Chinese Yuan, converts such payments to their Canadian Dollar equivalent and then sends such payments to the Client by utilizing settlement functions;
      • allows the Client to access the merchant management which facilitates transaction management, reporting and provides transactional analytics;
      • may, in AlphaPay’s discretion, and subject to availability, provide the Client with opportunity to access to additional unique WeChat Pay marketing features including ‘WeChat Lucky Money’ (an incentive program where payers randomly receive cashbacks) and ‘WeChat Moment’ (social media advertising aimed at enhancing a Client’s brand awareness); and
      • may, in AlphaPay’s discretion, and subject to availability, provide the Client with access to additional Alipay “Discovery” marketing features including ‘12% Off Event’ (an incentive program where payers randomly receive discount) and ‘Discovery Channel’ (location based services to attract nearby clients).

(collectively the “Services”)

  • Settlement of Funds. Any settlement of funds and refunds shall occur per the terms set out in the Settlement Terms attached as Exhibit “A” to this Agreement.
  • Service Availability. AlphaPay shall use reasonable efforts to provide a reasonable commercial level of availability of the Services for twenty-four (24) hours a day, seven (7) days a week, with at 99.98% up time (annualized), excluding:
    • any planned maintenance periods of which AlphaPay will provide the Client with at least seven (7) Business Days’ prior written notice of;
    • any unscheduled maintenance periods which AlphaPay will endeavor to perform outside of AlphaPay’s normal business hours. In situations where unscheduled maintenance is required, AlphaPay shall use its best efforts to provide the Client with at least six (6) hours’ notice in advance of such maintenance taking place; and
    • any communications, banking, terminal and external systems failures which are outside of the control of AlphaPay.
  • Non-Exclusivity. The Client acknowledges that AlphaPay is providing the Services to the Client on a non-exclusive basis and that AlphaPay may provide services of the same or a similar nature to any third party.
  • Additional Services. In the event that AlphaPay wishes to provide additional services pursuant to this Agreement, AlphaPay shall contact the Client and obtain the Client’s consent for obtaining such additional services (including any Fees applicable for such services) before providing such additional services pursuant to this Agreement.
  1. FEES
    • Fees. Client shall promptly pay to AlphaPay the fees set out in the Order Form (the “Fees”), including the MSF plus any applicable taxes on such Fees.
    • MSF Adjustment. The amount of the MSF in regard to each Client transaction shall be rounded to two decimal places.
    • MSF Changes. AlphaPay reserves the right to adjust the MSF set out in the Order Form without prior consent from the Client. AlphaPay will notify the Client of such change through the AlphaPay website, portal and/or by email ninety (90) calendar days in advance before the MSF rate is adjusted. In the event that any additional Fees are introduced by Alphapay, Alphapay shall provide the Client with ninety (90) calendar days prior notice before such Fees go into effect. Such fee changes shall be set out in an updated fee disclosure statement.
    • Unpaid Fees. Any unpaid Fees shall be subject to interest at an annual rate equal to the greater of 15%, or the maximum rate allowed by law. The Client shall also be liable to pay to AlphaPay all reasonable costs incurred in recovering such unpaid Fees, including legal fees and expenses.
    • Contact Information. In the event that the Client fails to promptly notify AlphaPay of any changes to, or termination of, its business or contact method which materially impacts AlphaPay’s settlement process for remittance of payments to the Client, and where AlphaPay receives no response from the Client within three (3) business days after contacting the Client to ascertain this information, then AlphaPay may, upon a customer’s request and in relation to payments already made by a customer but not yet settled with the Client, disburse or refund such payment directly to the customer’s nominated account.
  1. CLIENT OBLIGATIONS
    • Client Obligation. As a condition precedent of the performance of AlphaPay’s obligations under this Agreement, the Client shall:
      • ensure that the Client meets, and continues to meet all pre-requisites or conditions for supply of the Services, including having access web-based gateway application programming interfaces and point-of-sale payment processing and settlement capabilities in Chinese currency;
      • ensure that its network and systems comply with the relevant specifications provided by AlphaPay from time to time and, in this respect, the Client shall be solely responsible for procuring and maintaining its network connections and telecommunications link from its systems to AlphaPay’s system;
      • notify AlphaPay of any Client system changes that might impact the Services and allow AlphaPay to perform any necessary system testing to ensure the full integrity of Services is maintained;
      • use the Services solely for their intended purpose and in accordance with any directions or documentation provided by AlphaPay;
      • co-operate with AlphaPay to allow AlphaPay to provide the Services and ensure that the Client’s procedures for handling orders and delivering goods and/or services are compatible with the settlement process that forms part of the Services;
      • provide accurate information regarding its Nominated Bank Account and provide AlphaPay with a minimum of seven (7) calendar days’ notice of any changes to the Nominated Bank Account. AlphaPay shall in no event be liable to the Client for any loss resulting from the failure to notify AlphaPay of changes in the Nominated Bank Account information as required by this Agreement;
      • keep any account information or password required to access the Services secure and not provide the same to any third parties. The Client agrees to be responsible for any Fees incurred, actions taken or instruction given using the Client’s account information, regardless of whether the party taking such action is authorized by the Client to do so or accessed the Client’s account without the Client’s consent;
      • provide AlphaPay with accurate information regarding the Client’s business and ownership structure, including providing AlphaPay with notice of any materials changes to Client ownership, corporate structure, business domicile and website details and details of products and/or services offered by the Client which may materially affect the scope of the Services;
      • provide AlphaPay with all information in the Client’s possession, custody or control that AlphaPay reasonably requires t provide the Services and ensure that all information it gives to AlphaPay is correct, current and complete;
      • comply with all applicable laws, regulations, codes and standards (including any technical standards of any government agency) in using the Services;
      • upon request from AlphaPay, in accordance with various compliance obligations including those set out in the Anti-Money Laundering and Counter-Terrorism Financing Act of 2006, as amended, duly provide to AlphaPay within five (5) Business Days of receiving a request from AlphaPay, all necessary documentation relating to ‘Know Your Customer / Know Your Customer’s Business’, including (but not limited to) company ultimate beneficial ownership details and identifications, evidence of incorporation, AML/CTF compliance programs and any licensing registrations(if applicable), etc;
      • conduct and retain backups of any of the Client’s data (whether hosted on AlphaPay’s systems or provided to AlphaPay in connection with the Services) to the extent reasonable, having regard to the nature of the data;
      • immediately report to AlphaPay, in writing, any unauthorized or unlawful use of the Services;
      • use its best efforts to display (in accordance with directions of AlphaPay) relevant visual merchandise items such as trade marks, logos, branding and advertising materials of AlphaPay pertaining to the Services provided pursuant to this Agreement in prominent positions and on the Client’s website;
      • if AlphaPay acquires products or services from any supplier including a carrier (as defined under the Telecommunications Act) in connection with the supply of the Services, comply with all reasonable directions given by AlphaPay as are necessary for AlphaPay to comply with its obligations under any agreement with that supplier;
      • refrain from
        • employing any reverse engineering method aimed at deciphering any computer system, software or procedures operated by AlphaPay or amending amend edit, consolidate, or alter the said computer systems or procedures (including, without limitation, any source programs, object programs, software files, data processing in local computer storage devices, data from AlphaPay’s terminals which is transmitted to servers, server data, etc.);
        • altering or amending the original functions of the software pertaining to the Services or adding further functions to the software pertaining to the Services.
        • unreasonably delay any action, approval, direction, determination or decision which is reasonably required of the Client under this Agreement or for AlphaPay to provide the Services;
        • engage in, or procure, assist or allow any of its personnel or any other person to engage in, any fraudulent or unauthorized use of the Services; or
        • engage in unlawful, harmful, threatening, defamatory, infringing, obscene, harassing, sexually explicit or racially offensive activities or facilitate illegal activities, promote unlawful violent or cause damage or injury to any person or property.
      • Acceptance Testing. The Client shall conduct and complete all acceptance testing (the “Acceptance Testing”) as soon as practicable but within five (5) business days of the delivery of the Services by AlphaPay. The Client will allow AlphaPay to be present at any Acceptance Testing, provided that AlphaPay gives the Client sufficient notice of its wish to be present. Where, during Acceptance Testing and for a reasonable period after Acceptance Testing is completed, the Client encounters any malfunction, defect or suspected error in AlphaPay’s Services, AlphaPay will correct any such malfunction, defect and suspected errors as soon as practicable. Notwithstanding any term in the contrary to this Agreement, AlphaPay shall have no obligation to rectify any defect or fault in the Services caused or contributed to by (a) the acts or omissions of the Client or the Client’s personnel, or (b) faults or defects that arise in telecommunication services provided to the Client by a third party supplier other than such suppliers engaged or contracted by AlphaPay, regardless of whether the costs associated with such services are paid or reimbursed by the Client or relate specifically to the Services provided to the Client.
  • Service Functionality. The Client acknowledges and agrees that:
    • the Services consist of complex software which may never be wholly free from defects, errors, bugs and compatibility issues and, in this respect, AlphaPay gives no warranty or representation that the software pertaining to the Services will be wholly free from such defects, errors, bugs or compatibility issues;
    • where such upgrade introduces new functionalities to the Services additional fees may be required by AlphaPay, for which the Client will be notified in advance. The client must pay such fees in order to continue accessing the Services; and
    • AlphaPay will not, and does not, purport to provide any legal, regulatory, accountancy, taxation or any other financial advisory services under this Agreement or in relation to the Services;
    • AlphaPay may be required by law, to retain metadata, information and other content in relation to the Client’s use of the Services, intercept the Client’s communications and pass on details of the Client’s use of the Services (including any retained metadata, information and content) to government agencies and law enforcement authorities;
    • the Services may be interrupted by issues with systems, networks or infrastructure provided by a third party or the Client’s equipment or facilities (collectively “Third Party Facilities”), and AlphaPay shall not be liable to the Client in any way for any loss (including any consequential damages) that the Client may incur or suffer as a result of any such delay, failure or interruption. If the Client requires AlphaPay to undertake any remedial work to repair any Alphapay infrastructure used to provide the Services affected by such a delay, failure or interruption, AlphaPay may charge the Client, and the Client must pay, an additional charge, the amount of which will be agreed in advance, for the remedial work that AlphaPay undertakes. The Client acknowledges that in some cases the agreed additional charge will be payable by the Client even if AlphaPay commences such remedial work and only discovers, after commencing such remedial work, that the delay, failure or interruption to the Services was caused by a defect or failure in Third Party Facilities.
  • Contact Person. The Client Contact specified in the Order Form shall be the Client’s authorised representative in coordinating the performance of the Services and the Client’s obligations under this Agreement with AlphaPay, and the Client hereby authorises the Client Contact to act on its behalf and bind the Client.
  • Exclusivity. The Client agrees not to enter into any agreement with a third party relating to the provision of a service similar to the Services from the Commencement Date, until the later of (a) the last date of the term of this Agreement, or (b) the date that is twelve (24) months after the Commencement Date. If Merchant breaches this agreement, at law or in equity, merchant shall pay AlphaPay $500.00 U.S. Dollars as partial compensation for AlphaPay’s loss.
  1. REPRESENTATIONS AND WARRANTIES
    • Mutual Representations and Warranties. Each party represents and warrants to the other that (a) if a corporate party, such party is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (b) if a corporate party, the execution, delivery and performance of this Agreement and the consummation of the obligations contemplated by it, have been duly authorized by the requisite corporate action on its part; and (c) this Agreement constitutes a valid and legally binding obligation of that party.
    • Representations of Alphapay. Alphapay represents and warrants as follows:
      • the Services do not infringe the Intellectual Property Rights of any third party; and
      • it holds the appropriate licenses to the Licensed Technology allowing it to provide the Services.
    • Client Representations. The Client represents and warrants to AlphaPay that, as at the Commencement Date:
      • it has had the opportunity to obtain independent professional advice in relation to the legal, regulatory, taxation, accounting and financial consequences of this Agreement, and has not relied on AlphaPay in relation to any of those matters; and
      • where the Client has provided the AlphaPay with information about any of the Client’s personnel, such personnel has consented to the Client disclosing the information to AlphaPay and for AlphaPay to use, or disclose as necessary in respect of providing the Services.
  1. TERM AND TERMINATION
    • Term. Subject to the termination rights in this Agreement, this Agreement shall remain in force for the period set out in the applicable Order Form (the “Term”). At the end of the initial term, or any renewal term pursuant to this section (a “Renewal Term”), this Agreement shall automatically renew for an additional term of Twelve (12) months without any action required by either party, unless either party notifies the other it intends to terminate this Agreement at least ninety (90) calendar days before the end of such Term or Renewal Term, in which case this Agreement shall end at the end of that Term or Renewal Term.
    • Early Termination. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may immediately terminate this Agreement without liability to the other (the “Non-Terminating Party”) in the event that the Non-Terminating Party:
      • commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) calendar days of the Non-Terminating Party being notified in writing of the breach by the other Party;
      • suspends, or threatens to suspend, operation other than in the normal course of business or ceases operation without a successor; or
      • seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party.
    • Termination by AlphaPay. Alphapay may terminate this contract immediately, in its absolute and sole discretion, without any compensation to the Client, if:
      • AlphaPay for any reason loses access or the right to use the Licensed Technology; or
      • the Client fails to promptly provide the information required in s. 3.1(k) of this Agreement on request by AlphaPay.
    • Termination due to Fee Increases. In the event that AlphaPay provides the Client with a notice of an increase in the Fees payable pursuant to this Agreement, or the introduction of a new fee, pursuant to section 2.3 of this Agreement, the Client may terminate this Agreement on providing written notice to Alphapay anytime within ninety (90) calendar days of receipt of the notice of such fee increase. For greater certainty, in the event that the Client fails to provide such notice within ninety (90) calendar days of receiving the notice of the fee increase from Alphapay the Client shall not be permitted to terminate this Agreement pursuant to this section 5.4 as a result of such Fee increase.
  • Termination due to Interchange Rate Reduction. In the event that AlphaPay does not pass through to Client the full savings resulting from any reduction in payment card networks’ posted interchange rates applicable to Client the Client may terminate this Agreement within ninety (90) days of receiving notice of the reduction of the card networs’ posted interchange rates applicable to the Client.
  • Effect of Termination. Upon the termination of this Agreement for any reason the Client shall return and make no further use of any equipment, property, documentation and other relevant items (including copies) belonging to the AlphaPay and shall immediately remit payment of any unpaid invoices to AlphaPay.
  • Survival. The following sections shall survive the termination of this Agreement: 3, 4, 6, 7 8, 9, and any section that must survive to satisfy its essential purpose.

 

  1. LIABILITY LIMITATION
    • NO WARRANTY. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS ANDALPHAPAY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE SERVICES. ALPHAPAY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ALPHAPAY DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OR THAT THEY WILL FUNCTION UNINTERRUPTED, ERROR FREE OR THAT ALL DEFECTS IN THE CODE UNDERLYING THE SERVICES WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT IT HAS OR WILL HAVE INDEPENDENTLY DETERMINED THAT ALL SERVICES TO BE PROVIDED HEREUNDER MEET ITS BUSINESS REQUIREMENTS. ALPHAPAY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE CAPABLE OF ACHIEVING ANY PARTICULAR RESULTS IN CLIENT’S BUSINESS OR OPERATIONS.
    • Non-Excluded Liabilities. There may be non-excludable statutory guarantees, implied conditions, and warranties or liabilities that AlphaPay has to the Client applicable consumer protection laws that may apply to the Services and that cannot be excluded (the “Non-Excludable Conditions or Liabilities”). Nothing in this Agreement removes or limits any of the Non-Excludable Conditions or Liabilities. Notwithstanding clause 6.2, to the extent that AlphaPay’s liability can be limited under applicable laws that may apply to the Services, AlphaPay limits its liability to the Client for any breach of or non-compliance with, any of the Non-Excludable Conditions or Liabilities, at AlphaPay’s sole discretion, to resupplying the Services or payment of, or reimbursement for, the cost of having the Services
    • No Consequential Loss and Maximum Liability. Neither party will be liable to the other for any consequential loss suffered or incurred by the other party under, or in connection with this Agreement, whether based in contract, tort (including negligence), statute or otherwise. Either party’s total liability to the other for any and all loss in connection with this Agreement shall be limited to the sum of $10,000.00 U.S. Dollars.
    • Limitation. The exclusions and limitations of liability in this Article 6 do not apply to any loss arising from any fraudulent act or omission of either party or its employees, agents or contractors in connection with the supply or use of the Services.
    • Reduction of Liability. AlphaPay’s liability for any Loss suffered or incurred by the Client under, or in connection with this Agreement (whether based in contract, tort (including negligence), statute or otherwise) shall be reduced to the extent that that loss was caused or contributed to by: (a) the acts or omissions of the Client or the Client’s personnel, including the failure to take reasonable steps to mitigate or avoid such Loss; (b) the use of any Third Party Facilities; or (c) the acts, omissions or equipment of a third party.
  1. INDEMNITY
    • Without limiting any other provision in this Agreement, the Client shall fully indemnify, hold harmless and defend AlphaPay and its directors, officers, employees, agents, shareholders and related bodies corporate from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses of any kind (including but not limited to reasonable legal fees), whether or not involving a third party claim, which arise out of or relate to (i) any breach of any representation or warranty of the Client contained in this Agreement; or any breach or violation of any term, covenant, undertaking or other obligation or duty under this Agreement or under applicable law, in each case whether or not caused by the negligence of AlphaPay or any other indemnified party and whether or not the relevant claim has merit.
  1. DISPUTE RESOLUTION
    • Complaints. In the event of any dispute relating the Services or any matter set out in this Agreements, the parties shall make good-faith efforts to resolve the dispute pursuant to Alphapay’s complaint handling process, as set out on AlphaPay’s website at: https://www.alphapay.com/complaint-procedure
    • Arbitration. If the process in clause 8.1 is unsuccessful, the parties shall refer any unresolved dispute to arbitration. The arbitration shall take place in any State in the U.S. designated by AlphaPay, in which AlphaPay is licensed or legally authorized to transact businessunder the Laws of that state. Arbitration shall be before a single arbitrator. The language of the proceedings shall be English. The parties shall jointly agree on the appointment of an arbitrator within seven (7) business days of referral of the matter to arbitration, failing which the arbitrator shall be appointed pursuant to the provisions of the applicable Arbitration Act in the State designated for arbitration.
    • Injunctive Relief. Notwithstanding the terms of section 8.1 and 8.2 of this Agreement, either party may apply to any court of competent jurisdiction for injunctive or equitable relief in regard to any breach or threatened breach of this Agreement.
  1. GENERAL
    • Notices. Any notice to the Client pursuant to this Agreement may be provided by mailing, faxing or emailing to the contact information provided on the Order Form. Any notice provided to Alphapay pursuant to this Agreement may be provided by emailing it to Info@AlphaPay.com . All notices shall be deemed to be received on the date they are sent in the case of email and fax notices, and three business days after sending in the case of mail notices.
    • Choice of Law. Subject to Article 8, this Agreement will be governed by, and construed in accordance with, the Laws of the State of California. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction for injunctive or equitable relief in regard to any breach or threatened breach of this Agreement.
    • Enurement. The obligations and liabilities imposed and the rights and benefits conferred on the parties under this Agreement will be binding upon and enure in favour of the respective parties and each of their respective successors in title, legal personal representatives and permitted assigns.
    • Assignment. A party must not assign its rights or obligations under this Agreement without the prior written consent of the other party (not be unreasonably withheld). Any change in the voting control of the Client deemed to constitute an assignment of this Agreement for the purposes this section 9.5 and the Client must not effect a change of control without the prior written consent of AlphaPay (not to be unreasonably withheld).
    • Entire Agreement. This Agreement, comprising the Order Form and the Standard Terms, and all attachments thereto, is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter. This Agreement may only be amended by mutual written consent of both parties
    • Waiver. No failure, delay or indulgence on the part of any party in exercising any power or right conferred upon such party under this Agreement will operate as a waiver of such power or right, nor will any single or partial exercise of any such power or right preclude any other future exercise of it, or the exercise of any other power or right under this Agreement.
    • Force Majeure. AlphaPay shall have no liability to the Client under this Agreement if AlphaPay is prevented from or delayed in performing its obligations, or from carrying on its business, or from providing the Services by virtue of a circumstance beyond the parties reasonable control, including acts or omissions of third party network operators or service providers, fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes or lockouts.
    • Severability. If any provision of this Agreement will be invalid or unenforceable in accordance with its terms, it will be read down to the extent of such invalidity or unenforceability or, if incapable of such construction, it will be severed and all other provisions, which are self-sustaining and capable of separate enforcement without regard to the invalid or unenforceable provisions, will be and continue to be valid and enforceable in accordance with their terms.
    • No Joint Venture. The parties agree and acknowledge they are each independent contractors and the relationship under this Agreement shall not create any legal partnership, franchise relationship or other form of legal association between the parties that would impose a liability between the parties or to third parties. The Client agrees not to make any representations or engage in any acts which could establish an apparent relationship of agency, joint venture, partnership or employment with the Company.
    • Confidentiality. Each party shall keep any trade secrets and information that is not generally known to the public or that would be reasonably considered confidential and proprietary to one or both of the parties of this Agreement, including limited to any, budgets, client details, colour schemes, concepts, copyrightable work, customer lists, data, designs, drawings, expertise, financials, formulae, functionality, Intellectual Property, inventions, methodologies, passwords, plans, policies, procedures, processes, production information, projections, software code, specifications, statistics, studies, supplier details, systems, web developments, written materials, in any form or media, whether in writing or oral, as well as the terms of this Agreement Notwithstanding the above, (the “Confidential Information”) of the other party and must ensure that it does not disclose or permit the disclosure of that Confidential Information to any person; and take all steps and do all things that are reasonably necessary or prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party. Notwithstanding the foregoing, each party may disclose such Confidential Information (a) to its employees and affiliates on a need to know basis, and only if they are under an obligation to keep such information confidential, or (b) if required by law, provided that it promptly notify, consult and cooperate with the other party in any attempt to resist or narrow such disclosure or to obtain an order or other assurance that such information will be accorded confidential treatment. Notwithstanding the foregoing, the term Confidential Information does not include information or data that either party can prove was in the public domain through no fault of that party (but only after it enters the public domain), provided that any combination of the information which comprises part of the Information will not be included within the foregoing exceptions merely because individual parts of the information were within the public domain.
    • Intellectual Property. No term of this Agreement shall be interpreted to act as an assignment or license of any intellectual property of any nature from Alphapay to the Client.
    • Time of the Essence. Time is of the essence in this Agreement.
    • Further Acts. Each Party shall do such acts and shall execute such other documents and will cause the doing of such acts and will cause the execution of such further documents as are within its power as any other party may in writing at any time and from time to time reasonably request be done and/or executed, in order to give full effect to the provisions of this Agreement.
    • Interpretation. Each of the parties agrees that law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor or against any party hereto because one is deemed to be the author thereof.
    • Headings. The division of this Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience and reference only and shall not affect the construction or interpretation of this Agreement. The articles, section, subsection and paragraph headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and shall not be considered part of this Agreement.
    • Number and Gender. In this Agreement, words importing the singular include the plural and vice versa; and words importing gender include all genders.
    • Currency. All monetary amounts referenced herein shall be deemed to refer to U.S. Dollars unless otherwise specified.
    • Language. The parties have required that this Agreement and all documents and notices resulting from it be drawn up in English. Parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soient rédigés en anglais.

 

 

EXHIBIT “A”
SETTLEMENT TERMS

All capitalized terms not otherwise defined herein shall have the same meaning as in the Order Form and AlphaPay Standard Terms available at https://www.AlphaPay.com/US-standard-terms

Settlement Method AlphaPay shall, after deducting all agreed Fees payable to AlphaPay from the corresponding transaction, remit the balance to the Client by ways of Electronic Fund Transfer to the Client’s nominated bank account in U.S. Dollars (USD). AlphaPay shall in no event be liable to the Client for any loss resulting from the failure to notify AlphaPay of changes in the Nominated Bank Account information as required by this Agreement.
Settlement Terms Settlement Cycle: T+2 . Funds will be settled within three (2) business days after the date a transaction occurred.

Settlement Amount Calculation:

The Client may elect to pass on the MSF to its customers or to bear the MSF itself, as per system configuration.

  • If the Client elects to pass on the MSF to its customers, then the Client shall receive the full face-value settlement amount (e.g. the Client shall invoice its customers $100USD and the Client shall receive $100USD); or
  • If the Client elects to bear the MSF itself, then the Client shall receive the full face-value settlement amount minus the MSF applied to the face value (e.g. the Client shall invoice its customers $100USD and the Client shall receive $100USD – $100 x MSF)

The Client acknowledges that the actual time of receipt of the payment from AlphaPay may vary slightly due to the operation and settlement of the international and domestic banking systems.

The Client shall not be affected by any foreign exchange movement regarding payment processing and settlement, as indicated above in the Settlement Amount Calculation. During the payment process, the Client’s customers will be prompted with daily USD rate on the payment page.

The Client shall not be subject to any chargebacks in the event of transaction from USD, technical error or administrative error. Any and all investigative and transactional duties in such events will be carried out by Tencent Holdings Limited (China), the provider of WeChat Pay technology; Alipay.com Co., Ltd. (China), the provider of Alipay payment technology; China Telecom Orange Finance, the provider of Best Pay payment technology and UnionPay International Co., Ltd, the provider of UnionPay QRC Payment.

Refund Process Any authorisation-only or non-delivery or disputes or defects or warranty issues etc., arising from the Client’s services rendered to its customers may incur refunds in the normal course of business after a transaction has been completed, which shall be dealt with in accordance with the following procedures:

  • the Client shall be solely responsible for investigating and initiating refunds to its customers;
  • if the related refund amount has been settled to the Client by AlphaPay, the Client shall be solely responsible for processing the refund amount as per the Client’s refund policy with its customers;
  • if the related refund amount has not been settled to the Client by AlphaPay, the Client can either: a) refund the amount as per the Client’s refund policy to its customers, using its own funds prior to receiving the settlement amount; or b) the Client may make a refund request to AlphaPay and AlphaPay shall debit directly the refund amount from the unsettled amount payable to Client in order to initiate the refund;
  • Due to settlement turnarounds and bank operations, it is possible that the unsettled funds with the Client may be insufficient to cover the actual refund amount, in which case the Client shall make the refund request to AlphaPay at a later time when the required amount becomes available, given that the Client continues accumulating further unsettled transactions or alternatively, the Client may resort to a combination of method a) and b) above;
  • except in the event that the Client ceases its business functions and is unable to refund its customers, AlphaPay may request during the application process, a refundable security deposit to be paid by the Client upfront in order to cover such refund scenarios;
  • the Client shall reserve the right to investigate the transaction before the refund is given and shall ultimately decide whether or not the refund is to be given; and

AlphaPay shall not impose any handling fee for any refund request.