This Agreement for User Service on UnionPay International Cross-border B2B Payment and Service Platform (the “Agreement”) is entered into by and between UnionPay International Co., Ltd. (“UPI”) and Your Company (“User”) and is legally binding as a contract.
UnionPay Card means any card or similar financial instrument issued by a member of UnionPay International or China UnionPay Co., Ltd (hereinafter the “CUP”) that is used for cash withdrawal or for the payment in respect of any purchased goods or services and that is consistent with the business rules and any other operational specifications and technical standards as required by membership documents, with the assigned or approved BIN and the UnionPay Logo thereon, including but not limited to debit cards, credit cards and quasi-credit cards.
UnionPay Mark means, collectively, any and all trademarks, company names, product names, and logos owned by CUP and/or UPI, regardless of whether it is registered in any specific country or region, including but not limited to the logo of “UnionPay”, holographic anti-fake label of UnionPay, Chinese characters of “银联”, artistic words of UnionPay, micro-text of logos and other identification characters, as well as other marks for special use.
User Mark means, collectively, any and all trademarks, company names, product names, and logos owned by User.
UnionPay International Cross-border B2B Payment and Service Platform means the technology service platform on the Internet (website: b2b.unionpayintl.com) and/or its client-side applications that provide services to User (collectively referred to as the “Platform”).
User means the merchant that uses relevant services following the registration on the UnionPay International Cross-border B2B Payment and Service Platform.
UnionPay International Cross-border B2B Payment Services means the services of cross-border payment and settlement provided by UPI to payers and payees through the Platform, including but not limited to the services of cross-border payment and exchange settlement in the normal business of document acquiring for import and export, services of cross-border settlement for importing e-merchant, and other information service provided by the Platform (hereinafter referred to as the “Services”).
Cross-border B2B Payment Guidelines mean the guidelines developed and published by UPI to give guidance to User in the use of the Platform and relevant Services, as amended by UPI from time to time. By executing the Agreement, User shall be deemed to acknowledge and agree to comply with the terms of such cross-border B2B payment guidelines (the “Platform Guidelines”). The Platform Guidelines shall be an integral part of the Agreement and have the same legal effect with the body of the Agreement.
2.1 The Agreement consists of the body of the Agreement and the Platform Guidelines.
2.2 Before using the Services, User shall carefully read and fully understand the entire content of the Agreement. User shall not be authorized to use any Services supplied by UPI hereunder unless User accepts all the terms hereof. Upon the registration or the use of Services by User, User shall be deemed to have read and consented to the binding effect of the Agreement. UPI shall be entitled, as necessary, to develop and amend from time to time the Agreement and/or the Platform Guidelines, and adjust the Services on, the operating process of, or the standard of charges in relation to the Platform. Any adjustment involving the change of charges or other rights or obligations of User shall be implemented after it is duly announced on the Platform or otherwise notified to User in advance. If User does not agree to the adjustment to the Platform, User shall have the right to apply in writing to UPI for the termination of the use of Services on the Platform.
2.3 The Platform only provides services of cross-border payment and settlement, and any dispute between User and any other parties shall be resolved solely by User and shall have no relation with the Platform.
2.4 User understands and warrants that any request by User for Services shall be based on the true and legal trading background in respect of goods or services. Services on the Platform shall not be used in relation to any trading of goods or services that is inconsistent with national import and export regulations, or any commodity trading without any consideration as generally accepted in the market, or any intangible commodity trading without clear pricing mechanism or with potential risks, or any projects or business activities that may endanger the security of the country or the society or may harm the public interests of the society, or any project that is expressly prohibited by any laws, regulations or relevant regulators. If UPI is aware of any illegal activities as mentioned above, it shall have the right to immediately suspend, postpone or terminate relevant trading. In such case, UPI reserve the right to terminate/cancel the Agreement.
3.1 The Platform provides User with the service of cross-border foreign exchange settlement so that User may complete a transaction through the use of the Services. The payment and settlement of exchange shall be subject to relevant regulations of the State Administration of Foreign Exchange. If such regulations are not complied with, the Platform shall have the right to refuse the provision of Services.
3.2 The Services shall be used only in relation to such kind of services and such type of transactions as approved upon the application by User on the Platform, which shall be subject to the latest User Guidelines published by UPI.
3.3 The charges for the Services provided by the Platform shall base on the current standard of charges of UPI.
4.1 Qualification for Registration
User shall be a legally established enterprise with the status of legal person, capable of bearing legal liability independently, and shall satisfy all the following conditions:
(1) User has legally obtained the business qualification for an enterprise;
(2) User has a fixed place of business and is under operation;
(3) User conducts business in compliance with laws and regulations and has good business reputation;
(4) User has not been subject to any punishment by any governmental department or industry organization, and has never been entered into the Risk Information Sharing System of UPI as a “suspicious merchant”;and
(5) In case User is not a legal person of the People’s Republic of China, User must fully understand and comply with all relevant laws, regulations and rules in relation to the use of the Services on the Platform as applicable in the jurisdiction of incorporation of User.
4.2 Materials for Registration
User shall submit to the Platform materials for registration, and shall ensure that all materials it submits for registration shall be true, accurate, complete, lawful and valid. In case any material submitted by User for registration is not lawful, true, accurate, or complete, User shall bear corresponding liability and results, and UPI retains the right to terminate the use by User of any Services on the Platform. User shall provide copies of its enterprise qualification materials through the Platform or by any other means, including but not limited to:
(1) Business license;
(2) Certification for its legal representative and the identity information of its legal representative;
(3) Relevant qualification certificate if it engages in any business activities that shall be under monopoly or exclusive control as required by the state or shall be subject to prior administrative licensing;
(4) Certificate of filing with Customs;and
(5) Other documents that can be used to prove the enterprise’s qualification of import and export, and trade contracts, customs declarations or invoices etc.
UPI will from time to time as necessary, ask User to provide some or all materials as mentioned above.
4.3 Quick Registration
4.3.1 User shall have the right to use the function of quick registration. In case of the use of the function of quick registration, no materials for registration mentioned under Article 4.2 shall be required to be submitted to the Platform.
4.3.2 User confirms that it may only use part of the Services on the Platform under its registered account that is obtained by using the function of quick registration, which services refer to the payment and inquiry of order information.
4.3.3 If User wishes to use all the Services on the Platform, it shall conform to the qualification for registration as required under Article 4.1 and shall submit the materials for registration as mentioned under Article 4.2.
4.4 Management of Account
4.4.1 User may use the Services on the Platform only after it has registered on the Platform and has been approved following its submission of relevant information as required by UPI.
4.4.2 User shall use reasonable care to keep and use its user name and password, and User acknowledges that unless indicated by evidence to the contrary, any operation on the Platform following a correct entry of user name and password shall be deemed that of the User, and User shall be responsible for such operation. The electronic record of information formed as a result of such operation shall constitute a valid evidence for the operation of business on the Platform.
4.4.3 User shall ensure that the information of order shall be lawful, true, accurate and complete. In accepting an order, the following information shall be recorded (including without limitation): the name, nationality and contact information of each party to the trading, the name, quantity and unit price of the ordered products, currency used for the trading, customs clearance documents and other information that may trace or identify the details of trading. Such information shall be retained for 5 years for further examination.
4.4.4 User shall not transfer, lend or license others any account it obtains through the registration on the Platform, failing which User shall bear all the liability arising therefrom and shall be severally and jointly liable with the actual user.
4.4.5 User shall provide and update correct materials in a timely manner. User shall solely be responsible for any results arising from its failure to update any materials in a timely manner, which results include but not limited to the failure to provide the Services or any error in the provision of the Services, Platform account misappropriated by others, financial losses etc. User shall not cancel any transaction or refuse any payment on the ground of these causes.
4.5 Management on Merchants
4.5.1 User shall be responsible for and shall manage all merchants on the e-merchant website that is owned and operated by User (the “Merchant”).
4.5.1 User shall verify the qualification of any Merchant and require such Merchant to provide relevant materials for verification, ensuring that the information of such Merchant is true, lawful, accurate and complete.
4.6 Reasonable Use of User Information
4.6.1 User understands and agrees that UPI shall have the right to provide upon the requirement of relevant judicial authority or regulator, any registration information that was submitted by User on the Platform, or any trading records or other necessary information, and to require User to provide other information or materials as required by any competent authority, in which case, User shall be obliged to cooperate and provide such information or materials.
5.1 Unless otherwise agreed in the Agreement, either party, without the written consent of the other party, shall not disclose to any third party any content of the Agreement, personal information of User, payment information of User, interface technology, security protocols and certificates, trade secrets and technical secrets of the other party etc. (the “Confidential Information”).
5.2 UPI shall have the right to disclose User’s relevant business information in any of the following situations:
(1) Any business information of User is required by national laws, administrative regulations, rules of any department or local laws to be disclosed; or
(2) Any business information of User is required by any administrative organization, regulator, judicial authority, or valid judicial judgment to be disclosed.
5.3 The parties warrant that each of their respective employees and agents is aware of and will perform the confidentiality obligation set out in this clause.
5.4 The confidentiality obligation set out above shall continue in force for five years after the termination of the Agreement.
6.1 UPI hereby authorizes User to use UnionPay Mark for the performance of the Agreement. Without the prior written consent of UPI, User shall not transfer or license its right to use UnionPay Mark hereunder or any related rights to others.
User hereby authorizes UPI to use User Mark for the performance of the Agreement. Without the prior written consent of User, UPI shall not transfer or license its right to use User Logo hereunder or any related rights to others, except a transfer by UPI of such rights to CUP for the performance of the Agreement.
6.2 Except as agreed herein, no party shall enlarge the scope or situation within or under which the other party’s mark may be used, nor shall it use the other party’s logo beyond the authorized scope of products, without the written consent of other party.
6.3 In the use of the other party’s mark, no party shall make unauthorized change to the words/characters, graphics or the combination thereof in respect of such mark.
6.4 Each party shall strictly make proper use of the logo as required by the other party and shall not do anything that may affect or harm the value or validity of the other party’s mark. In case either party intends to formally make or publish any publicity materials (including but not limited to any advertisement on or in newspaper, TV or Internet, or demonstration materials for events, or environmental demonstration materials etc.) that contain the other party’s mark, it shall do so only after it first submits the sample of such materials to the other party in an electronic form or hard copy and obtains the written confirmation of the other party. Such approved publicity materials shall be retained in physical form or hard copy by the other party for record.
6.5 No party shall use any brand (trademark) or other mark that is similar to or causes confusion with the other party’s mark.
6.6 In the use of the other party’s mark, no party shall have any right to the other party’s logo except as licensed hereunder.
6.7 No party shall register or attempt to register any of the other party’s logos, either alone or with any words, characters, names, symbols, marks or graphics, as a trademark, service mark, company name, trade name, domain name or otherwise, or assist or induce others to do so, failing which any interests arising from either party’s use, application or registration in violation of the covenant in this clause shall be solely owned by the other party, and the breaching party shall bear the liability of compensation for losses of the other party as a result thereof.
6.8 Each party shall immediately notify the other party of any potential infringement, counterfeiting or unfair competition against the other party’s mark which is known to the first party, and shall take necessary measures to assist the other party in preventing such infringement, counterfeiting or unfair competition.
7.1 UPI shall be entitled to terminate the Agreement in any of the following situations：
7.1.1 Upon the receipt of any notice from any competent authority or as required by laws or regulations, UPI has reasonable ground to believe that User or any specific trading in relation thereto may be in violation of any laws or contracts;
7.1.2 User expressly states and gives notice to UPI that User is not willing to accept the new service agreement in case of any change to the Agreement including to the Platform Guidelines;
7.1.3 User cannot perform any of its obligations under the Agreement due to its breach of any provisions of the Agreement or any business rules of UPI;
7.1.4 Based on any other situation, UPI has reasonable grounds to believe that the Agreement shall be terminated.
7.2 User has the right to close its account on the Platform, in which case the contractual relationship between User and UPI arising from the Agreement shall terminate immediately. After the close of the account of User, UPI will not be obligated to keep for or disclose to User or any third party any information in relation to the account of User.
7.3 User agrees that after the termination of the contractual relationship between User and UPI, UPI shall still have the right to:
7.3.1 Keep the registration information of User and any trading information of User during its use of Services on the Platform.
7.3.2 UPI may still make claims against User in accordance with the Agreement based on any activities of User that happened during its use of Services on the Platform and that violated any laws or breached any provisions of the Agreement.
8.1 The interpretation, validity and enforcement of, and the dispute resolution in relation to the Agreement shall be governed by the laws of the People’s Republic of China.
For the avoidance of doubt, the laws of the People’s Republic of China as mentioned above shall not include the laws of Hong Kong Special Administrative Region, Macao Special Administrative Region and the region of Taiwan.
8.2 Any dispute arising from the Agreement shall be resolved through equal and friendly negotiation; if such negotiation fails, either party may submit the dispute to the people’s court of Pudong New Area of Shanghai City for litigation.
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