WeChat Payment System User Service Agreement

Please read this service agreement (“Service Agreement”) carefully. Pursuant to this Service Agreement, Shenzhen Tenpay Technology Company Limited (“Tenpay”) shall provide you with the “Services”, being payment services on the WeChat interface to facilitate sale and purchase transactions conducted via the WeChat interface excluding those services provided by WeChat International Pte. Ltd. (“WeChat”). By taking any step to register for and/or use all or any portion of the Services, you accept and agree to be bound by all the terms and conditions of this Service Agreement. If you do not agree to this Service Agreement, you may not use the Services. This Service Agreement, the WeChat Service Terms (available on http://wechat.com/en/service_terms.html), the WeChat Official Accounts Service Terms and the WeChat e-Commerce Service Agreement, together with any other terms of agreement agreed between you, Tenpay or WeChat, constitute the entire agreement between you and Tenpay regarding the use of the Services. All of the terms contained in the Wechat Service Terms, the WeChat Official Accounts Service Terms and the WeChat e-Commerce Service Agreement apply equally to the Services under this Service Agreement provided that if there are conflicts of terms in relation to the use of the Services between this Service Agreement, the WeChat Service Terms, the WeChat Official Accounts Service Terms and the WeChat e-Commerce Service Agreement, the provisions of this Service Agreement shall prevail.

If you are under the age of 13, you must not use the Services. If you are between the ages of 13 and 18 (or the relevant age in your jurisdiction where you are considered a minor), your parent or guardian must agree to this Service Agreement (both for themselves and on your behalf) before you can use the Services.

1. PRIVACY

The use by Tenpay of your personal data disclosed pursuant to this Service Agreement is described in the WeChat Service Terms, which may be updated from time to time. Tenpay is an Affiliate of WeChat.

2. LICENCE AND ACCESS

2.1 Subject to your successful registration for the Services and compliance with this Service Agreement, Tenpay grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and make use of the Services. This licence does not include any resale or commercial use of the Services or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Services or its contents; any downloading or copying of account information for the benefit of another person; or any use of data mining, robots, or similar data gathering and extraction tools.

2.2 All rights not expressly granted to you in this Service Agreement are reserved and retained by Tenpay, its affiliates or its licensors, suppliers, publishers, rights holders, or other content providers. The Services may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without Tenpay’s express written consent. You may not frame or use framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout, or form) of Tenpay without Tenpay’s express written consent. You may not use any meta tags or any other "hidden text" utilising Tenpay’s names or trademarks without Tenpay’s express written consent.

2.3 You may not misuse the Services. You may use the Services only as permitted by law. The licenses granted by Tenpay terminate if you do not comply with this Service Agreement.

3. Registration for and activation of the Services

3.1 Prior to using the Services, you must register for the Services. Before registering for the Services, you must ensure that:

(i) your use of the Services will be in compliance with local laws and regulations and that you are legally capable of entering into this Service Agreement and will be bound by it;

(ii) you have a valid bank account with a third party bank;

(iii) you have a valid bank card; and

(iv) you provide true, valid and complete information for purposes of registration.

You must provide Tenpay with true and accurate information when registering and must maintain and update that information as applicable. You must not impersonate any person or use a name you are not legally authorised to use. You authorise Tenpay to use any information provided to it in registering to verify your information (including any updated information) and to obtain credit reports about you from time to time while you are registered. Your application for registration must otherwise be acceptable to Tenpay in its absolute discretion. You are obliged to notify Tenpay of any changes to your registration information immediately. Tenpay reserves the right to reject any registration and to refuse to provide the Services to anyone for any reason, in its sole and absolute discretion. If you provide false or incorrect registration information or do not notify Tenpay of changes to your registration information immediately, Tenpay reserves the right to terminate the Services to you immediately and without prior notice to you.

3.2 After successful registration for the Services, Tenpay will provide you with a Tenpay account in order to use the Services. Such Tenpay account and your corresponding WeChat account (in the case of a buyer) or your WeChat Services Account as defined in the WeChat Official Accounts Service Terms (in the case of a seller), shall be linked and cannot be used separately, and shall only be used for transactions conducted via your WeChat account or your WeChat Services Account (as the case may be). If your corresponding WeChat account or your WeChat Services Account (as the case may be) is cancelled, the Tenpay account linked to that account shall also be cancelled accordingly.

3.3 You are responsible for maintaining the confidentiality of your Tenpay account and for restricting access to your Tenpay account, and to the extent permitted by applicable law you agree to accept responsibility for all activities that occur under your Tenpay account. You must take all necessary steps to ensure that your Tenpay account is kept secure and must inform Tenpay immediately if you have any reason to believe that your Tenpay account is being, or is likely to be used in an unauthorised manner. Prior to the receipt of such notice by Tenpay, Tenpay shall not be liable for any unauthorised transaction conducted using your Tenpay account. You are responsible for ensuring that the details you provide Tenpay with are correct and complete, and for informing Tenpay of any changes to the information you have provided. You can access and update much of the information you have provided to Tenpay, including your account settings, via the WeChat interface on your WeChat account or your WeChat Services Account.

3.4 Tenpay reserves the right to refuse service, terminate Tenpay accounts or remove or edit content if you are in breach of applicable laws or this Service Agreement.

3.5 You authorise Tenpay to keep the information provided by you in registering for and activating your Tenpay account for the purpose of subsequent and continued provision of the Services to you.

3. USE OF THE SERVICES

3.1 When you use the Services to make payment to a merchant through your Tenpay account, you have to input your information via the WeChat interface which may include (but is not limited to) your bank card number, bank account number, expiry date (for credit cards), name, mobile number and billing address.

3.2 Upon verification of the information you provided, Tenpay will submit the transaction to the card system for processing with instructions to charge or debit the corresponding amount to or from your selected bank card and once received will transfer the amount due to the merchant.

3.3 The Services contain the following functions:

(i) Making payments

When you make a payment to a merchant through your Tenpay account via the WeChat interface, you authorise Tenpay to charge or debit the corresponding amount to or from your selected bank card and make that payment (in accordance with the rules governing the relevant payment system).

When using the Services, the price you will pay for your purchase is a fixed price denominated in Renminbi, the lawful currency of the People’s Republic of China (“RMB”). You will not be informed of the actual RMB price for your purchase. You will be informed of an approximate value in US dollars (“USD”) of the actual RMB price. The approximate USD price uses historical, not real-time, currency exchange rates and may therefore vary from the actual RMB price for your purchase. The bank card you will use to pay for your purchase may not be denominated in RMB. The amount you will be charged for your purchase will not be the approximate USD price. Instead, the amount you will be charged will be your local currency equivalent (as determined by your bank card issuer) of the actual RMB price. Your bank card issuer may also charge you other fees (including but not limited to currency conversion and/or transaction fees) for you making a purchase in RMB rather than your local currency. You are solely responsible for any charges or fees imposed by your bank card issuer for your use of the Services. WeChat and Tenpay shall not be responsible or liable for any exchange rate used by your bank card issuer or other fees charged by your bank card issuer.

(ii) Receiving payments

When you collect payment from any person or when any person makes a payment to you through his/her/its Tenpay account via the WeChat interface, Tenpay will process the payment and instruct your designated bank to credit the corresponding amount to your selected bank account or bank card. Payments to merchants will typically be paid by the buyer’s designated bank to Tenpay, with Tenpay then instructing its bank to make the appropriate onward payments to merchants.

(iii) Enquiries

Tenpay records transactions conducted through your WeChat account or your WeChat Services Account (as the case may be). You may make enquires through the WeChat interface.

(iv) Linking to and de-linking from a bank card

Your Tenpay account may link up to 10 bank cards. You may use the Services to link to or de-link from bank cards using the WeChat interface.

(v) Changing/re-setting passwords

When you use the Services via your Tenpay account, you will be asked to enter a password. You may change your password or re-set the password by providing information such as bank card and personal information.

(vi) Refunds

In case you are provided with a refund by the relevant merchant, Tenpay may instruct the relevant bank to credit the amount refunded directly to the bank card which you initially used to make the payment.

3.4 Your payment instruction given during your use of the Services shall be irrevocable. Tenpay shall have the right to settle the relevant payment according to your instructions.

3.5 Where you have not yet activated your Tenpay account, if any person makes a payment to you through the Services, Tenpay shall temporarily keep the amount on your behalf until you have activated your Tenpay account and have requested for the collection of payment. Where your counterparty has not yet activated their Tenpay account, if you make payment to your counterparty through the Services, Tenpay shall temporarily keep the amount on behalf of your counterparty until they have activated their Tenpay account and has requested for collection of payment. Such amounts that Tenpay may temporarily hold represent payments in the course of being processed, are not deposits of you or your counterparty, and are not insured on your or your counterparty’s behalf by any governmental agency.

3.6 You undertake not to use the Services for any illegal purpose or in any illegal manner, or to use the Services in any transaction involving prohibitive or restrictive articles. You must not use the Services: (i) in any way that causes, or is likely to cause, the Services, or any access to the Services, to be interrupted, damaged or impaired in any way, or (ii) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity.

3.7 You must not use the Services for committing any of the following acts:

(i) any act which endangers national security, divulges state secrets, subverts state power or undermines national unity;

(ii) any act which undermine others’ reputation, privacy, commercial secrets, trademark, copyright, patent and other rights;

(iii) any act which disguises you as another person in connection with the Services;

(iv) any illegal transaction or act, such as trafficking of ammunition, narcotic drugs, pirated software or other illegal articles;

(v) any act which provides gambling information, relates to payment for gambling or induces in whatsoever manner any person to gamble;

(vi) any act which allegedly results, or may result in, money laundering, terrorist financing or arbitrage;

(vii) any act which involves your use of an invalid bank card or a bank card of another person;

(viii) any act which involves your use of an invalid bank account or a bank account of another person;

(ix) any act which is not permitted under the terms governing your use of the Services;

(x) any act which violates the relevant provisions of any law or regulation, regulatory rule, terms of websites of Tenpay or its affiliated companies, agreements, rules or notices;

(xi) any act which violates laws, regulations, rules, policies and decrees of any State.

3.8 You authorise Tenpay to report transactions conducted through your Tenpay account to competent authorities as required or permitted by applicable law.

4. TENPAY’S ROLE

4.1 Tenpay is neither a bank nor a financial institution, and is unable to provide the service of instant transfer of funds. You acknowledge that processing of payments through the Services requires a reasonable period of time.

4.2 While Tenpay as a provider of the Services helps facilitate payment for transactions that are carried out on the WeChat interface, Tenpay is neither the buyer nor the seller of the third party seller's items. Accordingly, the contract formed at the completion of a sale for these third party products is solely between the buyer and the third party seller. Tenpay is not a party to that contract nor does it assume any responsibility arising out of or in connection with it nor is Tenpay the third party seller's agent. The third party seller is responsible for the sale of the products and for dealing with any buyer claims or any other issue arising out of or in connection with the contract between the buyer and the third party seller.

6. TENPAY’S LIABILITY

6.1 Tenpay will do its utmost to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to the Services may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. Tenpay will attempt to limit the frequency and duration of any such suspension or restriction.

6.2 Tenpay will not be responsible for (i) losses that were not caused by any breach on its part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses (regardless of whether or not such indirect or consequential losses are foreseeable to Tenpay during your use of Services).

6.3 Tenpay shall not be liable for any currency depreciation, exchange loss and loss of interest of and other risks in relation to the amount kept, collected or paid on your behalf. Tenpay is not required to pay to you any interest accrued thereon and you agree that Tenpay may retain any such interest.

6.4 When using the Services, you shall assume all risks and losses caused by your non-compliance with laws and regulations, this Agreement, the other agreements which apply to the Services and any relevant operational guidelines and business rules. Tenpay shall not be liable for these risks and losses assumed by you.

6.5 When using the Services, you shall carefully confirm and verify the transaction and the amount before making a payment instruction. Upon receipt of your payment instruction, you authorise Tenpay and its bank or third party partners, service providers or agents to charge or debit to or from your bank card the amount that you requested be paid according to your instruction. In such event, you shall not submit a request to Tenpay for a refund, and Tenpay shall have no liability to you, in connection with any actual or purported payment instruction, by reason of unsigned receipt, inconsistent signature, or the transaction not being in accordance with your intention or for any other reasons. You also authorise Tenpay and its bank or third party partners, service providers or agents to initiate credits, debits or other charges to your bank card to process subsequent refunds, chargeback or other adjustments related to your payment transaction.

6.6 You shall assume all liabilities for the legality, authenticity, completeness and validity of your instructions given in the course of your use of the Services. You undertake that you shall solely assume all risks relating to the actions of Tenpay in accordance with your instructions or purported instructions. You acknowledge that the relevant transaction information will be recorded by Tenpay.

6.7 Unless expressly prohibited by applicable mandatory law, you agree and acknowledge that Tenpay shall bear no liability for any and all possible losses of yours caused by Force Majeure Events. A “Force Majeure Event” is any liability or loss caused by any action, event or failure which is beyond Tenpay’s reasonable control (which includes without limitation acts of God, natural disasters, acts of any government or authority, power failures, employee disputes or strikes, communication line errors, technical problems, network or mobile communication terminal failure or system instability). Tenpay will not be held responsible for any delay or failure to comply with its obligations under this Service Agreement if the delay or failure arises from any cause which is beyond Tenpay’s reasonable control.

6.8 To the fullest extent permitted by law, Tenpay shall be exempted from any liability for the interruption or disruption of the Services in any of the following circumstances:

(i) damage caused by the attack of computer virus, Trojan horse or other malicious programs or hackers;

(ii) malfunction of the computer software, systems, hardware and communication networks of a user or Tenpay;

(iii) improper operation of the Services by a user;

(iv) a user using the Services in a way not authorised by Tenpay;

(v) malfunction of the banking system or banking network;

(vi) suspension of the Services due to law or regulation;

(vi) any other circumstance which is not reasonably foreseeable by Tenpay (which exemption includes liability that would otherwise arise for any direct loss).

6.10 To the fullest extent permitted by law, Tenpay shall be exempted from any liabilities in relation to the following risks which you may encounter:

(i) information with threatening, defamatory or illegal content from an anonymous source or someone using a fake name;

(ii) you being misled or deceived by any person or otherwise suffering any psychological or physical harm and economic loss;

(iii) other risks caused by network information or improper conduct of a user of the Services.

(iv) hacker attack or computer virus attack which results in the inactivation of the your computer system;

(v) computer system being destroyed, paralysed or unable to operate in normal condition.

6.11 Because Tenpay is neither the buyer nor the seller of the third party seller’s items, if a dispute arises, you release Tenpay (and its employees, representatives and agents) from claims, demands and damages (actual, direct, consequential or otherwise) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

6.12 To the fullest extent permitted by law, Tenpay will not be liable (whether in contract, tort - including negligence, equity, or under any statutory implied term) for any damages of any kind including without limitation direct, indirect, incidental, punitive, special and consequential damages (including, without limitation, loss of profits, loss of revenue or loss of data) arising out of or in connection with this Service Agreement, the other agreements which apply to the Services, the Services or the inability to use the Services, or in connection with any goods or services purchased or obtained or messages received or transactions paid for through the Services, whether or not Tenpay has been advised of the possibility of such damage.

6.13 Tenpay does not guarantee the legality, authenticity or quality of goods listed for sale via the Services, nor does it guarantee your ability to complete a transaction with a third party seller. Tenpay is not liable to compensate or indemnify you for any loss suffered by you arising from the authenticity or quality of the goods bought by you via the Services.

6.14 The laws of some countries do not allow some or all of the limitations described above. If these laws apply to you, some or all of the above limitations may not apply to you and you might have additional rights.

6.15 Nothing in these conditions limits or excludes Tenpay’s responsibility for fraudulent representations made by it or for death or personal injury caused by its negligence or wilful misconduct. These conditions do not affect your legal statutory rights (to the extent applicable) to have goods sent or services provided to you by the relevant third party seller within a reasonable time or to receive a refund from the relevant third party seller if goods or services ordered cannot be supplied by the relevant third party seller within a reasonable time owing to a cause beyond our reasonable control.

6. SUSPENSION, INTERRUPTION OR TERMINATION OF THE SERVICES

6.1 Without limiting the generality of Clause 6.1, Tenpay is entitled to suspend, interrupt or terminate or impose limitations on your use of the Services in accordance with business or risk control requirements of Tenpay.

6.2 Tenpay is entitled to suspend, interrupt or terminate the Services without prior notification to you if any of your transactions are suspicious or the Services are required to be interrupted, suspended or terminated by the provisions of applicable laws or by competent authorities.

6.3 Tenpay is entitled to suspend, interrupt or terminate the Services without prior notification to you if you breach any of the terms and conditions contained in this Service Agreement.

7. SERVICE FEE

Tenpay shall have the right to charge you with a fee, determined at its sole discretion, for the provision of the Services. Currently, Tenpay provides the Services free of charge to buyers. Tenpay will announce on its website if it decides to charge buyers a fee for the Services. If Tenpay decides to charge buyers a fee for the Services, you (as a buyer) agree that Tenpay shall have the right to deduct the service fee directly from your bank card.

8. COMPLIANCE WITH LOCAL LAWS

8.1 You must comply with all relevant local laws and regulations. If your conduct while using the Services violates local laws and regulations, you shall be solely responsible for such violation.

8.2 If the country or region in which you are located prohibits or restricts all or any part of this Service Agreement, you must immediately cease using the Services.

8.3 You must avoid using the Services in a way that exposes Tenpay to any political or public disputes.

9. NO WARRANTY

The Services are provided on an "as is" basis and you understand and accept that the Services are provided based on existing technology. Tenpay makes no other representations or warranties of any kind, express or implied, including without limitation: (a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure or operate without error; (c) that information, content, materials or products included on the platform will be as represented by sellers, available for sale at the time of listing, lawful to sell, or that sellers or buyers will perform as promised; (d) any implied warranty arising from course of dealing or usage of trade; (e) any implied obligation, liability, right, claim or remedy under contract; and (f) any obligation, liability, right, claim or remedy in tort - whether or not arising from the negligence of Tenpay, in equity, or otherwise. To the fullest extent permissible under applicable law, Tenpay disclaims any and all such warranties.

11. PROTECTION OF INTELLECTUAL PROPERTY RIGHTS

11.1 Subject to the licence granted to you under Clause 2.1, Tenpay reserves all right, title and interest in its and its affiliates' intellectual property rights (including, without limitation, any web page, text, pictures, voice, visual images, charts, patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, database rights, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country) in the Services. Any goodwill accruing out of the use of Tenpay’s and Tenpay’s affiliates' trade marks, trade and business names and service marks under this Service Agreement will vest in Tenpay and Tenpay’s affiliates, as the case may be.

11.2 Without limiting the generality of Clause 11.1, the copyrights or ownership of trademarks including “财付通” and “tenpay” used by Tenpay in the provision of the Services shall belong to Tenpay and its affiliates.

11. ELECTRONIC COMMUNICATIONS

Tenpay will communicate with you by e-mail or by posting notifications on the WeChat interface. For contractual purposes, you consent to receive communications from Tenpay electronically and you agree that all agreements, notifications, disclosures and other communications that Tenpay provides you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.

13. ALTERATIONS TO THE SERVICES OR AMENDMENTS TO THIS SERVICE AGREEMENT

Tenpay reserves the right to make changes to this Service Agreement at any time. You will be subject to the terms and conditions of this Service Agreement in force at the time that you use the Services. If you continue using the Services after any amendment to or change of this Service Agreement, you shall be deemed to have read, understood and agreed to such amendment or change. If you disagree, you must immediately stop using the Services. If any of the terms and conditions contained in this Service Agreement is deemed invalid, void, or for any reason unenforceable, that term or condition will be deemed severable and will not affect the validity and enforceability of any remaining terms and conditions.

13. GOVERNING LAW AND DISPUTE RESOLUTION

Except to the extent that: (i) any applicable additional terms incorporated into this Service Agreement provide differently, or (ii) the applicable laws and regulations of your jurisdiction mandate otherwise (for instance, you may have statutory rights in your jurisdiction in relation to bringing or defending claims in a local court (including small claims court (or similar court)), these terms and conditions and any dispute or claim arising out of or in connection with these terms and conditions shall be governed by the law of the Hong Kong Special Administrative Region. Any dispute, controversy or claim (whether in contract, tort or otherwise) arising out of, relating to, or in connection with these terms and conditions, including their existence, validity, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with those Rules. The seat of the arbitration shall be Hong Kong. There shall be one arbitrator only. The arbitration proceedings shall be conducted in English.