Merchant Acquiring Service - Standard Terms (HK)

1. Definitions

Unless otherwise specified in the terms itself or in the schedules, the following definitions shall apply:

1.1Agreement means agreement between Onerway and Merchant for the provision of Services, including the Merchant Service Order, Standard Terms, all schedules, Privacy Policy on www.onerway.com and any documents confirmed in writing by the Parties that have been executed and will be executed in the future, schedules that will be updated from time to time as agreed in this Agreement, and future ONERWAY requirements that Merchants must comply with within written notice.

1.2Law(s) means any applicable and binding law, regulation, Rule, policy, judgment, decree, order, or directive, at a global, state or local level, including, without limitation, any order of a court of competent jurisdiction, any regulatory guidelines, directions, or interpretations, or regulatory permits and licenses issued by governmental or regulatory authorities, that have jurisdiction over or can be applicable to the relevant Party or its businesses.

1.3Buyer/Customer means a person who has ordered goods and/or services from a Merchant and who has initiated a Transaction in respect of that order.

1.4Business/Working Day means the day banks are open for business in HK, typically excluding weekends (Saturday and Sunday) and official public holidays.

1.5Data Controller means any person who alone or jointly or in common with others determines the purposes for which and the manner in which Personal Data is, or is to be, Processed;

1.6Data Processor means a person (other than an employee of the Data Controller) who processes Personal Data on behalf of the Data Controller.

1.7Exchange Rate means the reference currency exchange rate ONERWAY may notify to Merchant from time to time. The Exchange Rate may be subject to certain TP Service provider.

1.8Fees means the amounts payable as set out in relevant pricing schedule, as may be amended from time to time, or otherwise payable to ONERWAY for any products or services provided in connection with this Agreement.

1.9First Transaction Date means the date on which the first Transaction is processed hereunder.

1.10Merchant Bank Account means an account with a duly authorised credit institution held in the name of Merchant or a third party nominated by Merchant (and in each case as acceptable to ONERWAY), used to receive payout remittance and pay Fees and other sums due to ONERWAY hereunder.

1.11Merchant Data Account means an electronic management information account in ONERWAY systems in which Transaction Data is recorded.

1.12Merchant Data Account means an electronic management information account in ONERWAY systems in which Transaction Data is recorded.

1.13 ONERWAY Platform means the platform provided by Party B for configuration, transaction data visualization, reconciliation, merchant account management, etc.

1.14 Representative means all employees, temporary staff, independent contractors, part-time staff, call center operatives, marketing and sale personnel, legal advisors, agents, representatives, and all other people, in each case retained by or otherwise working under the direction of any member of either Party.

1.15 Rule(s) means the collective set of by laws, rules, regulations, operating regulations, procedures, and/or waivers issued by issuing bank or relevant entities as may be amended or supplemented over time and with which Merchant must comply with when using the relevant payment service.

1.16 Service(s) means those services set out in Schedules, as may be amended from time to time.

1.17 Sanctions means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a)Australia; (b) the United States; (c) the United Nations; (d) the European Union; (e) the United Kingdom; or (f) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Australian Sanctions Office, OFAC, the United States Department of State, and Her Majesty’s Treasury (together ‘Sanctions Authorities’).

1.18 Transaction means any transaction between Merchant and a third party (normally the Buyer or Customer) permitted under this Agreement in relation to which the Services are supplied.

1.19 Transaction Personal Data means personal data relating to a specific Transaction and which it is necessary to process in connection with the provision of the Services.

1.20 Written Notice means all different formats written notice referred to in this Agreement including mail, email, fax, system announcement, notice, and other forms with legal effect.

2.Services

2.1 ONERWAY shall provide the Services to Merchant in accordance with the terms of this Agreement, including but not limited of any or all of the Acquiring Services, the technical services, and/or the other service that are provided to Merchant by ONERWAY as may specify from time to time in written or the following schedules.

2.2 ONERWAY will provide the Services from the First Transaction Date provided that Merchant shall pay the Fees as consideration.

2.3 From time to time, ONERWAY may make changes to the Services which are necessary to comply with any Law or Rule, or which do not materially affect the nature or quality of the Services. Such changes shall come into effect upon notice to Merchant. If such changes lead to a material change in software, interfaces or operating procedures affecting Merchant, ONERWAY will notify Merchant as soon as reasonably practicable prior to their implementation.

2.4 ONERWAY may, regarding certain Services, engage third party service (“TP Service”) providers to provide such Service. TP Services may include payment and currency exchange services in certain country or regions. Merchant hereby authorizes ONERWAY to request qualified local TP Service providers on behalf of Merchant to provide Services and to enter into service agreements with such TP Service providers or their affiliates, which shall be deemed as Merchant being a party to such service agreements (if Merchant reasonably requests, ONERWAY will provide Merchant with excerpts of the service content and responsibilities from the service agreements). At the same time, the TP Service providers will, according to specific circumstances, delegate their affiliates and/or service providers to provide services to Merchant, and the TP Service providers will be responsible for the services or actions of their affiliates and/or service providers towards Merchant.

Merchant may opt to add or stop such TP Service per process of ONERWAY.TP Services shall be provided by and at the responsibility of the TP Service providers and are subject at all times to the TP Service providers’ terms and conditions, performance and availability. ONERWAY will not be responsible for the performance, accuracy, availability or service levels (or lack thereof) of the TP Service providers or TP Services nor is ONERWAY in position to verify the nature or contents of the inquiry results and included information. ONERWAY shall not in any circumstances be liable for any loss or damage arising from any inaccuracies, faults or omissions in the TP Services, transaction results thereof.

2.5 ONERWAY shall be responsible for the maintenance, operation, and management of the Onerway system.

2.6 ONERWAY have the right to terminate all Services provided to Merchant immediately if Merchant conducts behavior that may impact ONERWAY’s reputation or mislead Cardholders in any way, e.g., use ONERWAY's service contact as Merchant's customer service phone number.

3.Merchant Obligations

3.1 Merchant shall comply with all Laws, Rules, Sanctions, this entire Agreement and any other supplementary agreement in the future from time to time. Should the aforementioned Rules, which may be subject to periodic amendments, necessitate that Merchant adheres to revised compliance standards or obligations, Merchant agrees to collaborate and ensure conformity with these updated requirements..

3.2 Merchant shall fill in the online Application Form ("Application Form”) provided by ONERWAY, and shall be responsible for truthfulness and accuracy regarding the Application Form. Merchant shall indemnify ONERWAY for losses arising from any untrue or inaccurate statement in any information provided by Merchant.

3.3 Merchant acknowledges and agrees on an in a continuous manner that Merchant may not use the Services until Merchant is registered as a qualified Merchant, subject to ONERWAY’s satisfaction, and Merchant shall cooperate to provide necessary information and documents, from time to time, per ONERWAY’s request for purpose of this Agreement. In order to complete such registration, Merchant shall provide all the information ONERWAY requests.

3.4 ONERWAY’s acceptance of Merchant does not imply a legal opinion on the legality of Merchant's products, services, or intended use of ONERWAY’s services. Merchant is solely responsible for ensuring that their products and services comply with all Laws, Rules, and Sanctions.

3.5 Merchant shall comply with relevant operation guidance as formulated by ONERWAY from time to time. Merchant shall be prohibited from using ONERWAY’s Services for products or services that ONERWAY are illegal or improper in the relevant country or that are listed as prohibited or restricted in Schedule – Prohibited and Restricted Products List (which may be updated from time to time by ONERWAY). ONERWAY may grant written waivers for restricted products or services, but these waivers can be revoked at ONERWAY's discretion.

3.6 Merchant shall grant all necessary authorization to ONERWAY regarding this Agreement, for purpose of the Service.

3.7 Merchant shall only accept Transactions aligning with Merchant's business as set out in the Application Form and are in accordance with Laws and Rules.

3.8 Merchant shall ensure that its website, service or products does not involve prohibited Transactions listed in Schedule- Prohibited and Restricted Product List) that violate Laws or Rules.

3.9 Merchant shall not capture, register, and/or have the Buyer/Customer fill in, any payment details (expressly including credit card data) on website or other media, interface of Merchant, and shall not use screen grabbing or other emulation technologies to input payment details.

3.10 Merchant shall assist in handling any claim or query raised by a third party in relation to the Services or any Transaction etc.

3.11 Any issues or disputes between Merchant and the Buyer or Customer that are unrelated to the Services under this Agreement should be resolved directly by Merchant and the relevant Buyer. ONERWAY has no involvement in any such matters or disputes. If ONERWAY incur any losses due to any matters or disputes between Merchant and the Buyer, Merchant shall be responsible for compensating ONERWAY and shall ensure that ONERWAY is indemnified against any losses.

3.12 Unless otherwise agreed by Parties, ONERWAY reserves the right to terminate this Agreement and request Merchant to change the contracting entity for compliance purpose, and Merchant agrees to cooperate with its best effort. Otherwise, ONERWAY reserves the right to suspend the Service, or take other reasonable remedial measures for compliance purpose.

4.Merchant Warrant

4.1 Merchant shall at all times comply with:

(a)Laws, Rules, this Agreement and other applicable rules;

(b)obligations relating to the sale and/or supply of goods and/or services to Buyers;

4.2 ONERWAY may at any time require that Merchant procures, within thirty (30) days after receiving ONERWAY’s written request, that a person (or persons) to provide ONERWAY with a guarantee, indemnity, cash reserve or other security in such form and over such assets as ONERWAY may reasonably require to secure to ONERWAY’s reasonable satisfaction the performance of the Merchant’s obligations from time to time under this Agreement. ONERWAY will be entitled to charge Merchant for its reasonable external costs incurred in obtaining the guarantee, indemnity and/or security referred hereto.

4.3 Merchant shall not perform its business in a manner which: (a) could cause ONERWAY to be in breach of any Law or, Sanction, Rule; (b) could damage the reputation or legitimate interests of ONERWAY.

4.4 Merchant warrants that all information it provides to ONERWAY shall be true, accurate and updated.

4.5 Merchant shall be liable for breach of this clause if it fails to perform its obligations fully and timely where losses are caused to ONERWAY, Merchant shall compensate ONERWAY for all direct and indirect losses suffered thereby.

5.Merchant Identification KYC (Know Your Customer)

5.1 In order to enable ONERWAY to comply with Laws, Rules, KYC (‘Know Your Customer’) requirements and other regulatory requirements (anti-money-laundering, anti-terrorism, etc., ONERWAY shall carry out customer due diligence on Merchant, including without limitation its directors, partners, ultimate beneficial owners, and employees (as relevant) and authorized users together with any parties involved in the transactions of Merchant or use of the services of ONERWAY.

5.2 Regarding due diligence, ONERWAY has the right to take one or more following measures on Merchant:

(a)Require Merchant to provide documents and information which are deemed necessary by ONERWAY.

(b)On-site visits to Merchant.

(c)Check with the government authorities and/or third-party agencies.

(d)Other measures that may be taken in accordance with the Law.

5.3 The Merchant shall ensure that all information provided to ONERWAY is updated, if there is change to any aspect of the Merchant (i.e. changes of ultimate beneficial owner, changes of director, change of business nature), ONERWAY shall be notified in 10 days from the change. ONERWAY shall have the right to terminate the Agreement or take other reasonable measures if such change is deemed to be material and significant.

6.Pricing and Invoicing

6.1 Merchant will pay ONERWAY the Fees and any other sums payable under this Agreement (as specified in Schedule) within ten (10) days of receipt of the applicable financial statements. The Merchant may consult with ONERWAY for any query or doubt regarding the financial statements within the 5 days upon receipt of the financial statements, otherwise, the Merhchant shall be deemed to confirm the amount payable as set forth by the financial statements.

6.2 Merchant authorizes ONERWAY to debit from the Merchant for all Fees that become due and payable by Merchant to ONERWAY under or in connection with this Agreement.

6.3 All Fees and other sums payable by Merchant under this Agreement are exclusive of VAT and any other applicable taxes that may apply hereto under any Law. Merchant will pay such tax upon receipt of a valid tax invoice therefor. If Merchant is required by law to make a deduction or withholding from any payment due under this Agreement, it shall pay such additional amounts as required to ensure that the net amount received and retained by ONERWAY equals the full amount that would have been received and retained by it had no such deduction or withholding been made and/or no such liability to tax been incurred.

7.Set-off

7.1 ONERWAY is authorised, without prior notice and both before and after demand, to set-off the whole or any part of Merchant's liabilities to ONERWAY, whether such liabilities are present or future, actual or contingent, or liquidated or unliquidated, against any sums held by ONERWAY and owed to Merchant whether under this Agreement or any other agreement between ONERWAY and Merchant. For the avoidance of doubt, Merchant is not entitled to set-off any of ONERWAY’s liabilities under this Agreement against any liability owed by it to ONERWAY.

7.2 In the event of the circumstances described in Clause 7.1, if the currency of Merchant's liabilities to ONERWAY and the currency owed by ONERWAY to Merchant are not the same, ONERWAY is entitled to convert and/or exchange any currency and is authorised to effect any such conversions at the then prevailing Exchange Rate; and if Merchant's liability is contingent and/or unliquidated then ONERWAY may set-off the amount it estimates in good faith will be the liquidated amount.

8.Invoicing & Settlement Report

8.1 Fees for Merchant’s use of the Services under this Agreement shall be sent to Merchant by ONERWAY through the ONERWAY Platform, unless otherwise agreed.

8.2 Merchant shall verify the correctness and completeness of any bill, invoice or similar statements from ONERWAY. Merchant has the right to challenge the aforesaid statements, by providing notice to ONERWAY as soon as possible, but no later than 5 days from the date of the receipt of such statements.

9.Confidentiality

9.1 Confidential Information means:

(1) all information of a confidential nature (including trade secrets and information of commercial value including but not limited to all information of a commercially confidential nature relating to the operations, contracts or commercial or financial arrangements) which may become known to one Party (“receiving Party”) from the other Party (“disclosing Party”);

(2) any information relating to a Party’s operations, processes, plans, intentions, designs, market opportunities, marketing, sales, strategies, trade secrets, technical, developmental, product operating, performance, cost, knowhow, business and process information, computer programming techniques, file formats, interface protocols, interface formats, computer programs and software (including, but not limited to, source code, object code, software output, screen displays/file hierarchies, graphics and user interfaces), and all record bearing media containing or disclosing such information and techniques; samples, models or prototypes, or parts thereof; formulas; and third party confidential information;

(3) the provisions of this Agreement and the negotiations relating to it and the operation of this Agreement, but does not include information which is public knowledge or already known to the receiving Party receiving the information at the time of disclosure or which subsequently becomes public knowledge other than by a breach of this Agreement or subsequently comes lawfully into the possession of the receiving Party from a third party;

(4) any and all information disclosed in a manner clearly indicating its confidential nature or which, in the absence of such indication, would under the circumstances appear to a reasonable person to be confidential or proprietary in nature. Such information shall include, but not be limited to, information relating to operations, plans, strategies (including, but not limited to, geographic expansion plans, target customer segment, merchant acquisition strategy, recruitment strategy, and corporate acquisition strategy), concepts, proposals, intentions, know-how, trade secrets, market information, copyright and other intellectual property rights (whether registered or not), software, market opportunities, pricing, fees, organizational internal charts, corporate structure charts, details of customers and potential customers, details of competitors and potential competitors, business and/or financial affairs including any such information relating to, disclosed or provided by an affiliated company. For the avoidance of doubt, the fact that the Parties entered into this Agreement and the information that the Parties may disclose or may have disclosed shall itself be Confidential Information.

9.2 During the term of this Agreement and thereafter, each Merchant agrees to maintain the confidentiality of any Confidential Information of the other Party to the same extent that it protects its own Confidential Information and to use such Confidential Information only as permitted hereunder. Each Merchant agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of the Confidential Information of the other and shall only disclose such Confidential Information to its employees, consultants, agents or contractors with a need to know and who are Parties to agreements containing confidentiality undertakings substantially the same as the terms contained in this Agreement.

9.3 Each receiving Party shall make all relevant employees, agents, consultants and contractors aware of the confidential nature of the other Party's Confidential Information and the provisions of this Clause and shall take all steps necessary to ensure compliance by its employees, consultants, agents and contractors with the provisions of this Clause.

9.4 The Parties agree that if the receiving Party commits a breach, or threatens to commit a breach, of the provisions of this Clause, then the disclosing Party shall have the right to bring an action for injunctive relief or any other action at law or equity to specifically enforce the terms of this Clause, it being acknowledged and agreed that any such breach or threatened breach could cause irreparable injury and that monetary damages would not provide an adequate remedy.

9.5 Merchant shall not make or send any public announcement, communication or circular concerning this Agreement unless it has first obtained ONERWAY's written consent.

9.6 Nothing in this Clause shall prevent ONERWAY from:

9.6.1 disclosing any Confidential Information obtained from Merchant to any ONERWAY’s affiliate in connection with this Agreement, provided that ONERWAY ensures that the relevant ONERWAY’s affiliate observes confidentiality undertakings substantially the same as those in this Clause;

9.6.2 making or sending a public announcement, communication or circular concerning this Agreement, and Merchant hereby permits ONERWAY to display Merchant's name and logo in ONERWAY's marketing materials;

9.6.3 disclosing to relevant authorities Merchant Information for the purposes of criminal investigation; or

9.6.4 using data processing techniques, analysis of data, ideas and know-how gained during the performance of this Agreement in the furtherance of its normal business to the extent that this does not derive from a disclosure of Confidential Information belonging to any agent or broker (or similar) of Merchant in breach of this Clause, or an infringement by ONERWAY of any Intellectual Property Rights of Merchant.

9.7 Each Party shall put in place processes and physical and information technology security systems sufficient to protect any Confidential Information in its possession. The foregoing restrictions on use and disclosure shall not apply with respect to Confidential Information that:

9.7.1 becomes rightfully known to the receiving Party without restriction from a source other than the disclosing Party;

9.7.2 is independently developed by the receiving Party without use of the Confidential Information and without the participation of individuals who have had access to the Confidential Information, as evidenced by written records; or

9.7.3is required by Laws to be used or disclosed.

9.8 Other than as expressly permitted under this Agreement, on termination or expiry hereof for whatever reason, each Party shall forthwith cease to use any Confidential Information of the other and shall return on demand, or at the request of the other destroy or permanently erase, all copies of Confidential Information in its possession or control, save that each Party will be permitted to retain Confidential Information for so long as is required by Laws.

10.Data

10.1 Merchant agrees that ONERWAY may use Transaction data for the purpose of providing insights optimizing payment performance and improving ONERWAY’s Services, including fraud prevention and risk assessment. The processing of any personal data for these purposes will be in accordance with ONERWAY’s Privacy Statement (as amended from time to time).

10.2 Merchant acknowledges and agrees that it is the Data Controller of Transaction Personal Data. ONERWAY acknowledges and agrees that it is a Data Processor of Transaction Personal Data and any other personal data that ONERWAY processes as data processor on behalf of Merchant. Merchant also acknowledges and agrees that ONERWAY will be a Data controller in relation to Personal Data where it determines the purposes and manners of the Processing, including fraud monitoring, prevention, detection and prosecution; anti-money laundering, financial crime and other screening checks; manage obligations under this Agreement, including the Services;

10.3 ONERWAY is appointed by Merchant to process such Transaction Personal Data on behalf of Merchant as is necessary to provide the Services. ONERWAY undertakes in respect of all Transaction Personal Data that it processes as Data Processor on behalf of Merchant that it shall comply with, and only process the Transaction Personal Data in accordance with, the instructions as set out within this Agreement, as necessary to perform the Services or as otherwise agreed between the Parties;

10.4 Merchant hereby authorizes ONERWAY to store, use, share and release data including Personal Data, provided or generated pursuant to this Agreement, to any person in fulfilment of its rights and obligations as set out in this Agreement and insofar as this is permitted under this Agreement or required in accordance with Laws.

10.5 Merchant consents to ONERWAY transfer of Transaction data (including Transaction Personal Data) to any applicable issuing banks, financial institutions or equivalent institutions as necessary and appropriate for the processing of each Transaction and agrees that a transfer to such institution will not impose obligations on ONERWAY as set out above for the transfer of Transaction Personal Data outside of the territory of ONERWAY and that such institutions are not subcontractors acting on behalf of or controlled by ONERWAY. Merchant further agrees that ONERWAY may store, use, share and release Transaction data provided or generated pursuant to this Agreement.

11.Force Majeure

11.1 Force Majeure means, in relation to either party, any event or circumstances beyond the reasonable control of that party including (without limitation) any acts of God, storm, earthquake, fire, flood, war, industrial action, vandalism, non-availability of any part of the network, governmental action, inclement weather conditions, atmospheric conditions and other causes of radio interference, failure or shortage of power or fuel supplies, and the acts or omissions or service failures of communications operators or internet service providers or other third parties.

11.2 Each Party that is unable to fulfill this Agreement due to force majeure, may be partially or fully relieved from performing its obligations.

11.3 In view of the special nature of the network, the force majeure hereunder shall also include any of the following situations that affect the normal operation of the network. This situation includes, but is not limited to, malicious hacker attacks, computer virus invasion and outbreak that cannot be prevented by existing normal security methods, and large-scale new virus outbreaks, etc.

11.4 After the occurrence of force majeure, the Parties may immediately negotiate to continue to perform relevant matters hereof and sign an interim agreement. The validity of the interim agreement shall remain in force until such force majeure and its effects are terminated or eliminated. If force majeure and its effects are not terminated or eliminated one month after the occurrence of the force majeure, the Parties may terminate this Agreement through negotiation.

12.Anti-Corruption

12.1 Each Party hereby represents, warrants and covenants to the other Party that it will not, under any circumstances, and at all relevant times, make, or cause or authorize any third party acting on their behalf to make, directly or indirectly, any prohibited bribes, offers, promises or payments of money, or anything of value, to any foreign official (including government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to Laws (including any local anti-bribery laws), or any other third party, for the purpose of influencing such Party’s acts or decisions or in order to obtain or retain business or secure an unfair business advantage for either Party in performing their duties and obligations pursuant to this Agreement.

12.2 Each Party expressly agree that this Agreement is the result of arms-length negotiations, and that neither Party has entered into this Agreement with a corrupt motive to obtain or retain business or to secure an unfair business advantage.

12.3 Each Party hereby warrants and undertakes that it shall maintain and, for a period of at least six years, keep accurate and up to date accounting records to ensure that all transactions relating to this Agreement are sufficiently documented.

13.Liability for Breach

13.1 Any breach of the obligations, guarantees, commitments or other provisions made by the Parties herein constitutes a breach and shall bear the corresponding liability for breach. If the breach causes a loss to the other Party, the breaching Party shall bear the liability for compensation.

13.2 ONERWAY retains the right, at its sole discretion and to the extent permitted by applicable laws and regulations, to implement all reasonable remedial actions in response to a breach of this Agreement by the Merchant. Such measures may include, but are not limited to, forfeiture of any deposit (if applicable), suspension of settlement processes, and imposition of fines or penalties.

13.3 If Merchant delays in paying the Fees or other payable amount, it shall pay liquidated damages to ONERWAY daily at 0.05% of the unpaid amount payable from the date of overdue.

13.4 Merchant shall indemnify (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any losses which ONERWAY suffers or incurs in relation to any claim brought against ONERWAY by a third party where such claim is caused by Merchant or arises as a result of, or in connection with any breach by Merchant.

13.5 ONERWAY will not be liable for any failure to perform (nor any defective or delayed performance of) any of its respective obligations under this Agreement, if and to the extent that such failure, defect or delay is due to:

(a) Merchant's breach of this Agreement, negligent, wrongful or bad faith acts or omissions;

(b) a suspension of any Services under or in connection with the Agreement;

(c) ONERWAY complying with any of its obligations under any Laws or Rules; and/or any deferment, withholding or deduction per this Agreement.

13.6 Under no circumstances shall the aggregate liability of ONERWAY to Merchant exceed, in relation to all claims :

(a) made in the first contract year, a sum equal to the average monthly Fees paid under this Agreement, less the average monthly fees incurred by ONERWAY under the applicable Rules in respect of Transactions, in each case in the period between the commencement date and the first event giving rise to the first such claim, multiplied by twelve (12);

(b) made in each contract year thereafter, a sum equal to the Fees paid under this Agreement, less any fees incurred by ONERWAY under the applicable Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim; and

(c) made after termination or expiry of this Agreement, a sum equal to the Fees paid under this Agreement, less any fees incurred by ONERWAY under the applicable Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim.

14.Term and Termination

14.1 Subject to the rights of the Parties to terminate this Agreement:

(a) this Agreement commences on the Effective Date and continues for one (1) year (“Initial Term”) (subject to earlier termination in accordance with its terms); and

(b) at the conclusion of the Initial Term, this Agreement will renew automatically for consecutive, additional one (1) year terms unless either Party provides the other party with written notice of non-renewal at least two (2) months’ prior to the expiry of the Initial Term or any renewal term. Merchant shall resubmit the qualification documents requested by ONERWAY hereof to ONERWAY within SEVEN (7) days.

14.2 ONERWAY shall have the right to terminate this Agreement immediately, and hold Merchant liable for breach of contract (if applicable)

(a) Merchant commits a material breach of any other of its obligations under this Agreement which is not capable of remedy, or if capable of remedy, is not remedied to ONERWAY’s reasonable satisfaction within thirty (30) days of service of a notice requiring such remedy.

(b) Merchant becomes insolvent;

(c) the Merchant uses, or permits the use of, any of the Services or ONERWAY system for any purpose contrary to Law.

(d) ONERWAY is required to do so under Law or reasonably believes that the Transaction may be contrary to Law.

(e)There is a withdrawal or termination of any licence, permission or authorisation required to operate Merchant’s business.

14.3 Merchant acknowledges and agrees that suspension or termination by ONERWAY in accordance with the Agreement shall in no way create any cause of action, Losses, Claim or any other right ("Action") in favour of Merchant against ONERWAY whether under Law, contract, equity or otherwise. The Merchant hereby waives, and fully releases and discharges ONERWAY from, any Action Merchant may otherwise have arising from ONERWAY exercising such suspension or termination right, including any challenge in relation to the exercise of ONERWAY's discretion, and Merchant agrees that it shall not apply to any Authority for any form of relief, including (without limitation) injunctive relief, that could constrain or prevent ONERWAY from exercising any of its rights of suspension or termination.

14.4 Upon the termination of this Agreement for whatever reason: (a) ONERWAY will have no obligation to retain, store or make available to the Merchant any data (including Transaction Data), records or other information relating to any of the Services or Transactions; and (b) Merchant will remove any reference to ONERWAY from any promotional material or literature, agreement or website.

14.5 Upon termination of this Agreement all rights and obligations of any Party will cease to have effect immediately, save that the clauses and paragraphs which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination (including clauses 7 , 9, 10, 11, 13, 14, 15, 19); and termination will not affect accrued rights, obligations and liabilities of any Party under this Agreement as at the date of termination.

15. Waiver

Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed as a waiver and shall not prevent a Party from exercising that right in the future.

16.Severability

If any provision hereof shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions hereof and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to negotiate in good faith to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

17.Assignment

Without the prior written consent of ONERWAY, Merchant shall not assign, transfer or charge any of its rights under this Agreement, nor sub-contract any or all of its obligations under this Agreement, nor purport to do any of the aforementioned.

18.Entire Agreement

18.1 This Agreement including all Schedules and other application documentsm, including without limitation due diligence materials, application forms, etc.,(“Application Documents”) submitted by Merchant, represents the entire Agreement of the Parties in relation to its subject matter. Schedules and Application Documents are integral parts of this Agreement and have the same legal effect as this Agreement.

18.2 Merchant acknowledges and agrees that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.

19.Notice

19.1 The notice under this Agreement shall be made in accordance with the contact information agreed herein. The Parties shall actively perform their obligation to notify and ensure that the address delivered is valid and accurate. No Party shall deny the validity of delivery on the grounds of refusal to sign, unsigned, or failure to receive due to change of address.

19.2 When ONERWAY confirms the business to Merchant by sending an e-mail to the designated contact person of Merchant, the successful delivery shall be regarded as Merchant's receipt. Merchant shall confirm and reply within three working days after receiving the e-mail; If Merchant does not reply or express any other intentions within three working days, it shall be deemed that Merchant knows and approves the content of the e-mail.

20.Variation

20.1 For matters not covered herein, the Parties may reach a written supplementary agreement through negotiation.

20.2 The supplementary agreement has the same legal effect as this Agreement. In case of any discrepancy between the supplementary agreement and the provisions hereof, the supplementary agreement shall prevail.

20.3 No supplementary nor modification to the principal part terms hereof shall be valid unless it is in writing and signed by the directors of each Party.

20.4 The information in the Schedule hereof shall be modified by e-mail confirmation of the designated contact person of the Parties as agreed herein. The modification notice sent by the designated contact person of either Party will take effect after the designated contact person of the other Party confirms it by email or does not raise objection within three working days.

21.Governing Law and Jurisdiction

21.1 This Agreement and any non-contractual matter arising from or in relation to it shall be governed by, and construed in accordance with, the laws in force in Hong Kong.

21.2 Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The appointing authority shall be Hong Kong International Arbitration Centre (HKIAC). The place of arbitration shall be in Hong Kong at HKIAC. There shall be three arbitrator. The languages to be used in the arbitral proceedings shall be English.

21.3 If this dispute involves the Card Scheme or an Acquirer, then the special rules of the Card Scheme or the Acquirer need to be followed separately.

21.4 If the relevant provisions hereof are invalid or unfulfillable due to changes in subsequent legislation or legal provisions, the Parties may modify or supplement this Agreement accordingly in good faith so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the subject matter under this Agreement are consummated as originally contemplated to the greatest extent possible.

22.Miscellaneous

22.1 Headings in this Agreement are for ease of reference only and do not affect its interpretation.

22.2 The plural includes the singular and the other way around.

22.3 Where anything in this Agreement requires any Party to do or refrain from doing anything, Merchant agrees that it is its obligation to ensure that its Representatives comply with the requirement.

22.4 This Agreement is concluded in the English language. In the event that the Agreement is translated, for your convenience, into any other language, the English language text of the Agreement shall prevail.

22.5 This Agreement is in two copies, one for each Party and each with the same legal effect. The scanned copy of this Agreement has the same legal effect as the original.

22.6 ONERWAY has reminded Merchant to have a comprehensive and accurate understanding of the terms hereof, and explained the corresponding terms based on Merchant’s requirements. The Parties have the same understanding of the meaning of the terms hereof.

22.7 ONERWAY has noticed Merchant and emphasized that THIS IS NOT THE LAST PAGE OF THE ENTIRE AGREEMENT. Merchant acknowledges that it has read over the following schedules and has no objection or misunderstanding.

SCHEDULE 1 CARD ACQUIRING SERVICES

1.Definitions

Below capitalised terms and expressions shall have the following meanings (unless the context otherwise requires):

1.1 Acquirer means a recognised bank or financial institution which has an agreement with Merchant to process the payment instructions received from the Buyer and acquires the relevant Transactions and effects payment of the purchase price.

1.2 Authorisation means the provision to Merchant at the time of the Transaction of confirmation from the relevant Card Issuer as to whether or not the Card used to pay for the Transaction has sufficient funds available for the relevant Transaction and has not been blocked for any reason or listed as lost, stolen or as having had its security compromised.

1.3 Capture means transmission by ONERWAY regarding a payment instruction to a Card Scheme for onward transmission to a Card Issuer to enable the earmarking of funds by a Card Issuer in a Cardholder’s account for Settlement.

1.4 Card(s) means a credit, debit, pre-paid, charge or purchase or other card in either physical or virtual form issued by a Card issuer and any other cards that ONERWAY is able and has agreed to process under this Agreement (as notified by ONERWAY from time to time).

1.5 Card Acquiring Services means the Authorisation, Capture and Settlement by ONERWAY of a Card related Transaction.

1.6 Cardholder means the person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorised user.

1.7 Card Issuer means an organization which issues a Card to a Cardholder;

1.8 Card Scheme(s) means organization such as Visa Europe, Visa Inc., MasterCard Worldwide, JCB, American Express, Union Pay International, Diners Club International/Discover Network which govern and rule the issuance, and acceptance of Cards. For which ONERWAY agrees (in its sole discretion) to provide payment processing service from time to time.

1.9 Chargeback means a Transaction that is partially or fully returned by a Card Issuer or certain Acquirer, resulting in a monetary liability to ONERWAY, including any circumstances where a Card Issuer or Card Scheme or Acquirer either: (1) refuses to settle a Transaction; (2) demands payment from ONERWAY in respect of a disputed Transaction that has been settled; (3) demands payment from ONERWAY in respect of a disputed Transaction for which remittance has been made to Merchant.

1.10 Fine means any assessment, fine, or similar charge of any nature which a Card Scheme levies on Merchant or ONERWAY at any time, directly or indirectly in respect of the Services.

1.11 Refund means a Transaction made to wholly or partly reverse a payment from a Buyer.

1.12 Payout means a payment of Settlement funds by ONERWAY to Merchant (or, where so agreed between the Parties in writing, to a third party on the instructions of Merchant) under this Agreement in connection with a Transaction.

1.13 Payout Currency means the currency identified as such in the Application Form or Fee Schedule or such other currencies as otherwise may be agreed in writing between Merchant and ONERWAY from time to time.

1.14 PCI DSS (“Payment Card Industry Data Security Standards”) means the security standards for transmitting, processing or storing Cardholder data and Sensitive Authentication Data, as updated from time to time and published by the PCI DSS at https://www.pcisecuritystandards.org.

1.15 ONERWAY Customer Payments Account means an account in which ONERWAY holds the Settlement funds in accordance with Law.

1.16 Settlement means the crediting by the relevant Card Scheme to ONERWAY or its agent (as applicable) of funds equating to the net value of a Transaction as determined by that Card Scheme.

2.Provision of Acquiring Service

2.1ONERWAY will provide the Acquiring Services per Laws, Card Scheme Rules, and this Agreement. To be specific, the Acquiring Services includes:

(a) indirect acquiring services where ONERWAY collects funds for Marchant from third-party Acquirers;

(b) Alternative Acquiring Services.For each Alternative Payment Method, both: (i) the processing by us of Transactions, Chargebacks, and Refunds; and (ii) the receipt and disbursement of related funds (except where we are acquiring direct debits and payment is made directly to you by the Buyer's bank); in each case arising from the use of the non-Card payment methods specified in Schedule 2;or

(c) any additional Service to ensure the success of the Transactions. and encompasses in each case

(i) processing and transmission of authorization requests, transaction data and captured data;

(ii)where applicable, the subsequent collection and settlement by ONERWAY of resulting payments to Merchant.

2.2 Merchant acknowledges that successful Authorisation does not guarantee payment from the Cardholder.

3.Warranties

Merchant, by signing this Agreement, undertakes that it:

(a)will comply with Laws and Rules and other applicable regulations, and if the aforesaid rules, as may be amended from time to time, require Merchant to change the business premise or contracting Party, etc., Merchant shall cooperate to comply with such new requirements;

(b)has a business premise duly registered and validly existing in the country referenced as its address in the Agreement which is where the Acquiring Services are provided; and

(c)agrees to provide ONERWAY with evidence of compliance with this warranty on request by ONERWAY, including the accounting records relating to the business registration as the case may be.

4.Transactions

4.1 Merchant shall comply with relevant operation guidance as formulated by ONERWAY from time to time, to the extent complying with laws. Merchant shall be prohibited from using ONERWAY’s Services for products or services that ONERWAY are illegal or improper in the relevant country or that are listed as prohibited or restricted in Schedule – Prohibited and Restricted Products List (which may be updated from to time by ONERWAY). ONERWAY may grant written waivers for restricted products or services, but these waivers can be revoked at ONERWAY's discretion.

4.2 Merchant shall display on its website, or such media, interface, or venue, where the Transaction is accepted, all applicable Card/Card Scheme identification according to Rules.

4.3 Merchant shall only accept Transactions aligning with Merchant's business as set out in the Application Form and are in accordance with Law.

4.4 Merchant shall assist in handling any claim or query raised by a third party in relation to the Services or any Transaction or Chargeback, etc.

4.5 Unless otherwise permitted by applicable Rules, Merchant shall not:

(a)request a payment Capture before certain goods/services have been delivered or shipped;

(b)charge any additional fees relating to a Transaction,

(c)add any surcharges to Transactions.

4.6 Merchant shall not capture, register, and/or have the Cardholder fill in, any payment details (expressly including credit card data) on website or other media, interface of Merchant, and shall not use screen grabbing or other emulation technologies to input payment details.

5.Information Disclosure to Customer

5.1Merchant shall disclose the following to Customer through its website or other media where the Transaction is accepted:

(a)Merchant identification information (registered name, trading name, etc.) so that the customer may identify Merchant as the Transaction counterparty;

(b)Accurate, true and complete information about the goods and service Merchant provide, and corresponding compliant procedure (including contacts information for customer service);

(c)Any charge acquired from the customer, including specific date, currency, amount, and other necessary information; and

(d)Terms and conditions relating to the goods/service provided by Merchant.

5.2 Where Merchant offers goods or services for sale over the internet Merchant must additionally display the following on its website:

(a)Merchant’s consumer data privacy policy, security capabilities and policy for transmission of payment card details;

(b)any legal and export restrictions (if known); and

(c)Merchant’s address of its fixed place of business.

6.Settlement and Payout

6.1 ONERWAY will hold Settlement funds from the Card Schemes in the ONERWAY Customer Payments Account. Merchant shall not be entitled to receive any interest in respect of funds held in a ONERWAY Customer Payments Account.

6.2 ONERWAY will remit the Payout Currency to Merchant Bank Account the value of any settlement funds (which may be net of Fees, any applicable third-party bank charges, Chargebacks and refunds, and in such event those Fees, Chargebacks and refunds are owed to ONERWAY immediately at Settlement) due in respect of Transactions permitted under this Agreement promptly following settlement or (if invoked by ONERWAY) upon the expiry of any period of deferral invoked by ONERWAY under this Agreement.

6.3 ONERWAY may in its sole discretion withhold, set-off and/or defer payment of any sums it owes and/or holds on behalf of Merchant hereunder: (a) until Merchant's liabilities to ONERWAY hereunder have been discharged; or (b) in respect of reasonably expected Refunds, Chargebacks.

6.4 ONERWAY may defer the Payout: (a) until the Payout amount reaches the minimum Payout threshold applicable to Merchant (if applicable); or (b) if ONERWAY reasonably believes that a Transaction may be fraudulent or otherwise contrary to Law or not otherwise permitted under this Agreement, until the satisfactory completion of ONERWAY’s investigation of the same.

6.5 If a Transaction is effected other than in a Payout Currency, ONERWAY will convert the relevant Transaction value into the Payout Currency requested by Merchant by reference to the exchange rate applicable: (a) in the case of Transactions on the date of that Transaction's Settlement; and (b) otherwise, including ecommerce Transactions, as obtainable via Merchant Data Account from time to time. ONERWAY may amend the Exchange Rate applied in case of manifest error caused by its external rate provider.

7.Refunds

7.1 Merchant shall submit Refund request through the Onerway System and such request constitutes irrevocable consent by Merchant for the execution of such Refund.

7.2 ONERWAY is only obliged to process any Refund or to the extent that it holds sufficient funds for Merchant in the currency of the particular Refund at the relevant time and, to the extent ONERWAY does not hold such funds Merchant agrees to put ONERWAY in funds to do so prior to such Refund being undertaken and Merchant shall hold ONERWAY free of any liability in respect of the payment of Refunds to the extent that they are presented to ONERWAY and ONERWAY is not in funds to pay these.

7.3 Merchant will not provide a cash Refund to a Buyer where the Transaction the subject of the Refund was a Card related Transaction, unless required to do so pursuant to Law nor in any circumstances accept cash or any other compensation for effecting a Refund.

7.4 Merchant will only effect a Refund to a Buyer in respect of goods and/or services Merchant has actually sold and/or agreed to supply and using the payment method used by the Buyer in respect of that Transaction.

8.Pre-dispute Management

ONERWAY may utilize certain pre-dispute management tools to reduce losses related to Chargeback and Fine, such tool may be mandatorily initiated if: 1) the Chargeback rate reaches Level 1; 2) the risk profile of Merchant requires so. Such pre-dispute management tool, including without limitation RDA and Ethoca, will incur certain fees and costs as specified in the Pricing Schedule.

9.Chargeback and Fine

9.1 Each Chargeback and Fine shall represent a debt immediately due and payable by Merchant to ONERWAY on demand, notwithstanding any termination of this Agreement or the Acquiring Services. Unless otherwise agreed, each Chargeback will be charged to Merchant in the currency in which ONERWAY is required to pay the Chargeback.

9.2 For the avoidance of doubt, any fine, or similar charge of any nature which a Card Scheme levies on Merchant or ONERWAY at any time, directly or indirectly in respect of the Acquiring Services shall also represent a debt to ONERWAY.

9.3 Merchant agrees that the relevant Card Scheme's decision regarding the validity and value of any Chargeback and/or Fine will be final and binding and ONERWAY will not be obliged to investigate or defend the validity and or value of any Chargeback or Fine. It is Merchant's responsibility in the case of a disputed Chargeback or Fine, to provide to ONERWAY such evidence as ONERWAY, the Card Scheme or the Card Issuer may reasonably require both to investigate the disputed Chargeback or Fine and to prove that the underlying Transaction was authorised by the Buyer.

9.4 Merchant shall keep all evidence related to Transactions. Such evidence shall include at least the order number, the name of the Cardholder, the transaction date, the transaction amount, the content of the purchased goods or services, the delivery address, written confirmation recognizing the receipt of goods or services, etc. Information of all transactions shall be kept for at least 24 months.

9.5 Unless otherwise agreed, each Chargeback and Fine will be charged to Merchant in the currency in which ONERWAY is required to pay the Chargeback or Fine. The Fees for handling each Chargeback are payable upon the earlier to occur of the receipt by ONERWAY of: (a) a Chargeback; and (b) a request for information from a Card Scheme in relation to a potential Chargeback irrespective of whether the Chargeback subsequently occurs.

9.6 Chargeback fees

Chargeback Fee shall be charged to Merchant per the standard below:

-If the monthly Chargeback assessment level reaches Level 2, the Chargeback fee for that month is calculated at $35 per transaction;

-If the monthly Chargeback assessment level reaches Level 3, the Chargeback fee for that month is calculated at $45 per transaction;

-If the monthly Chargeback assessment level reaches Level 4, the Chargeback fee for that month is calculated at $100 per transaction (and transaction gateway will be terminated);

-If the Chargeback assessment level reaches Level 2 for 2 consecutive months, the Chargeback fee for the second month is calculated at $45 per transaction;

-If the Chargeback assessment level reaches Level 3 for 2 consecutive months, the Chargeback fee for the second month is calculated at $100 per transaction (and transaction gateway will be terminated);

-The Chargeback assessment level reaches level 2 for 3 consecutive months, and the Chargeback fee for the third month is calculated at $100 per transaction (and transaction gateway will be terminated).

-During the existence hereof, if Chargeback or counterfeiting of Merchant reaches the Early Warning or Standard Program of Card Schemes or banks, ONERWAY reserves the right to implement relevant security measures in accordance with its regulations.

-If Chargeback or counterfeiting of Merchant exceeds the Early Warning standards set by the Card Scheme or acquiring bank, ONERWAY reserves the right to adjust Chargeback fee, Rolling Reserve ratio, Rolling Period, settlement delay, settlement frequency, etc. Merchant agrees that if the Chargeback and counterfeiting assessment standard of Card Scheme and acquiring bank changes during the validity period hereof, the latest regulations shall be adopted as the implementation standard.

10.PCI DSS and Data

10.1 Merchant and ONERWAY will each comply with all PCI DSS rules, regulations and/or standards as required of them respectively, directly or indirectly, by the Card Schemes.

10.2 ONERWAY may charge Merchant an annual management fee for administering the system through which the Merchant reports its PCI DSS compliance status and an additional administrative PCI DSS non-compliance fee for each month in which Merchant is not compliant with the relevant rules, regulations and/or standards of the PCI DSS , which Fees Merchant will pay in accordance with this Agreement.

10.3 Merchant represents, warrants and undertakes that no security breach relating to Transaction Data processed by or on behalf of Merchant has occurred before, and remains unremedied on, the date on which this Agreement was signed by the Parties. If Merchant breaches the foregoing representation, warranty and undertaking, Merchant acknowledges and agrees that ONERWAY may suspend the Services and/or take such other steps as ONERWAY, any Regulatory Authority or any Card Scheme reasonably considers necessary to remedy the breach.

10.4 Merchant will not "store" (as such term is used in the PCI DSS standards), at any time: (a) a Card's verification value in the Card's magnetic stripe, on the Card, in or next to its signature panel, or in the Card's magnetic stripe image in a chip application; (b) a PIN verification value in a Card's magnetic stripe; (c) the full contents of any track from a Card's magnetic stripe (on the Card, in a chip or elsewhere); or (d) any other data (including any Sensitive Authentication Data) that any of the Card Schemes mandate from time to time as data that cannot be stored.

10.5 Merchant must notify ONERWAY of all third parties who have access to Cardholder data on behalf of Merchant (i.e., store, process or otherwise transmit Cardholder data). Merchant acknowledges such third parties are required by the Card Schemes to be registered, and Merchant shall cooperate with ONERWAY in completing such registration and be responsible for all fees imposed by the Card Schemes in connection therewith. Merchant shall notify ONERWAY immediately if it becomes aware of or suspects any security breach relating to Transaction Data and shall also (and without prejudice to any other remedy ONERWAY have in respect thereof) immediately identify and resolve the cause of such security breach and take any steps that ONERWAY may require of Merchant to do so, including the procurement (at Merchant’s cost) of forensic reports from third parties recommended by ONERWAY.

10.6 Subject to the requirements of the PCI DSS, Merchant will retain legible copies of all Transaction Data for a minimum period of twenty-four (24) months from the date of the relevant Transaction, Chargeback to which it re lates.

10.7 Merchant will provide ONERWAY with copies of such Transaction Data relating to any Transaction or Chargeback as ONERWAY may request, in each case in such format as specified by ONERWAY and within ten (10) days of such request.

11.Suspension and Termination

Subject to other paragraphs of this Agreement, ONERWAY may terminate or suspend Services under this Agreement in whole or part by written notice to Merchant: (1); upon a material positive or negative fluctuation month-on-month in Merchant’s Transaction volumes or the average value of its Transactions or the occurrence of such other event as may give rise in ONERWAY’s discretion to a significant increase in its risk profile; (2) if ONERWAY considers in its sole and absolute discretion that the total value of Refunds, Chargebacks and/or declined Transactions is excessive relative to expected volume;(3) if Merchant conducts any breach of this Agreement; (4) if so required by Laws or Card Scheme.

12.Reserve

12.1 Merchant agrees that the fixed reserve or rolling reserve (“Fixed Reserve” or “Rolling Reserve”) shall be retained by ONERWAY in order to be used to cover for potential Refunds, Chargebacks, Fines, paid but not yet fully delivered Merchant products and services and other potential financial obligations of Merchant towards ONERWAY, Acquirers and Card Scheme. Specific terms and conditions shall be referred to the Fee Schedule.

12.2 Fixed Reserve: ONERWAY may require Merchant to make up the Fixed Reserve within specified timeline if the fixed Reserve is below certain level, otherwise, ONERWAY may suspend the Services. Merchant hereby authorizes the ONERWAY to withhold the Fixed Reserve from the ONERWAY Customer Payment Account.

12.3 Rolling Reserve: ONERWAY calculates and deducts the Rolling Reserve at a certain percentage (“Rolling Reserve Rate”) of Merchant’s successful transaction amount and withholds the Rolling Reserve. However, ONERWAY, at its sole discretion, may change the Rolling Reserve Rate and/or the terms of Merchant Reserve based on Merchant’s payment processing history immediately upon a written notification to Merchant. Merchant agrees that it is not entitled to any interest on the Reserve.

12.4 Upon the expiration of the Rolling period, ONERWAY may in its sole discretion at any time and without prior notice draw and receive amounts as required to cover any amounts owed to ONERWAY and/or the Card Schemes/Banks which cannot be deducted from Settlement due to a lack of funds or otherwise, and returned the rest remaining to the designed account of Merchant on the first transfer date in accordance with the provisions hereof.

12.5 Upon termination of the Service or Agreement, the Reserve will be released by ONERWAY to Merchant by batch, taking into account the decreased risk on processed Transactions and other Merchant liabilities, until the entire Reserve is released and all obligations and liabilities of Merchant towards ONERWAY have been fulfilled. Generally, an Reserve will be fully released to Merchant approximately six (6) months following the effective date termination of the Agreement or the date that ONERWAY stops processing for Merchant, as applicable, unless specific potential liabilities of Merchant remain at that point in time.

12.6 ONERWAY shall have the absolute right to adjust the amount and proportion of the above-mentioned Rolling Reserve in its sole discretion at any time, immediately with prior notice, due to the change of Merchant’s trading volume and risk degree. If additional Reserve is higher than the before, Merchant shall make up the Reserve in full within the time specified by ONERWAY after receiving notification from ONERWAY. Otherwise ONERWAY shall reserves the right to suspend Services for ONERWAY.

12.7 ONERWAY shall reserve the right to suspend services for Merchant if the Chargeback rate of Merchant reaches an abnormal level, and Merchant shall submit all transaction documents and other relevant evidentiary materials required by ONERWAY or this Agreement within five (5) working days to eliminate such abnormal Chargeback rate. ONERWAY shall have the right to choose to continue to provide Service to Merchant or terminate this Agreement.

12.8 Merchant does not have any income rights (including but not limited to interest) in the Reserve retained by ONERWAY.

13.Indemnity

Without prejudice and in addition to the indemnity paragraph of the Agreement Merchant hereby indemnifies (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any losses ONERWAY suffers or incurs as a result of, or in connection with any Transaction, or other matters hereunder.

SCHEDULE 2 ALTERNATIVE PAYMENT SERVICES(APM)

1.Definitions

Below capitalised terms and expressions shall have the following meanings (unless the context otherwise requires):

1.1Alternative Acquiring Services means the processing of an authorised instruction from Merchant to ONERWAY requesting any Outward Payment, as well as the receipt and disbursement of related funds between Merchant and a third party using an Alternative Payment Method.

1.2 Alternative Payment Method means the payment methods that can be used by Merchant as an alternative to a Card payment as agreed by Parties in Schedule 6 - Fee Schedule.

1.3 Alternative Payment Provider means a provider of a payment method which can be used by Merchant as an alternative to a Card payment.

1.4 Inward Payment means funds received into a ONERWAY bank account, either originating from a Buyer or Merchant, with a reference identifying Merchant as the intended recipient and beneficiary;

1.5 Outward Payment means a payment transaction whereby ONERWAY transfers funds (which may be net of any applicable third party bank charges) from the ONERWAY Customer Alternative Payments Account to the designated bank account of Merchant or a third party in accordance with Merchant’s Authorised Instruction.

1.6 ONERWAY Customer Alternative Payments Account means an account in which ONERWAY holds Inward Payments in accordance with Law.

2.Provision of Alternative Acquiring Services

ONERWAY will provide the Alternative Acquiring Services per this Agreement and other Laws or Rules. Merchant acknowledges that successful Authorisation does not guarantee payment from the Cardholder.

3.Transactions

3.1 Merchant shall comply with relevant Merchant operating instructions as may be made by ONERWAY from time to time, to the extent complying with Laws.

3.2 Merchant shall display on its website, or such media, interface, or venue, where the Transaction is accepted, all applicable Alternative Payment Method identification according to applicable Rules;

3.3 Merchant only accept Transactions aligning with Merchant's business as set out in the Application Form and are in accordance with Law;

3.4 Merchant shall, as may be requested by ONERWAY, provide necessary information and materials for purpose of this Agreement, including URL relating to goods/services provided by Merchant.

3.5 Merchant shall assist in handling any claim or query raised by a third party in relation to the Services or any Transaction or Chargeback, etc.

4.Information Disclosure to Customer

Merchant shall disclose the following to its customer through its website or other media where the Transaction is accepted:

4.1 Merchant identification information (registered name, trading name, etc.) so that the customer may identify Merchant as the Transaction counterparty;

4.2 Accurate, true and complete information about the goods and service Merchant provide, and corresponding compliant procedure (including contacts information for customer service);

4.3 Any charge acquired from the customer, including specific date, currency, amount, and other necessary information; and

4.4 Terms and conditions relating to the goods/service provided by Merchant.

5.Inward Payments and Outward Payments

5.1 ONERWAY will credit Merchant Data Account with the value of any funds received into a ONERWAY bank account, either originating from a customer or Merchant, with a reference identifying Merchant as the intended recipient and beneficiary.

5.2 The submission of an Authorised Instruction constitutes Merchant’s irrevocable consent and authorisation to execute the relevant Outward Payment. Following receipt of an Authorised Instruction, ONERWAY will only execute the relevant Outward Payment provided that sufficient funds are available in the ONERWAY Customer Alternative Payments Account for the completion of the relevant transaction and the payment of the applicable Fees. Merchant shall not be entitled to receive any interest in respect of funds held in a Merchant Alternative Payments Account. The aforesaid Outward Payment shall mean a payment transaction whereby ONERWAY transfers funds (which may be net of any applicable third party bank charges) from Merchant Alternative Payments Account to the designated bank account of Merchant or a third party in accordance with Merchant’s Authorised Instruction.

5.3 ONERWAY may withhold, set-off and/or defer payment of any amounts it owes and/or holds on behalf of Merchant hereunder (a) until Merchant's liabilities ONERWAY hereunder have been discharged; or (b) in respect of reasonably expected disputed payments.

5.4 ONERWAY may debit an Inward Payment from Merchant Data Account and return the value to the sender (and if sufficient funds are not available, Merchant must reimburse ONERWAY on demand); and/or (b) refuse to execute an Outward Payment if ONERWAY reasonably believes that a Transaction or Payment may be fraudulent or otherwise contrary to Law, or if otherwise instructed by the relevant Alternative Payment Provider or bank associated with the relevant Transaction or Payment or any competent court, regulator or law enforcement agency.

5.5 Any Fine, or similar charge of any nature which an Alternative Payment Provider levies on Merchant or ONERWAY at any time, directly or indirectly in respect of Services shall represent a debt immediately due and payable by Merchant to ONERWAY on demand, notwithstanding any termination of this Agreement or the Alternative Acquiring Services.

6.Refunds, Chargeback and Fine

6.1 Under any circumstance where Refunds, Chargeback, or Fine is applicable to certain APM method, relevant Paragraphs in SCHEDULE 1 shall apply, including without limitation paragraph 7, 8 and paragraph 11.

6.2ONERWAY may require the Reserve if so required by relevant APM service provider. Specific Reserve will be specified in the Fee Schedule.

7.Suspension and Termination

7.1 Subject to other paragraphs of this Agreement, ONERWAY may terminate or suspend Services under this Agreement in whole or part by written notice to Merchant: (1); upon a material positive or negative fluctuation month-on-month in Merchant's Payment volumes or the average value of such Payments or the occurrence of such other event as may give rise in ONERWAY’s sole discretion to a significant increase in its risk profile; (2) if Merchant conducts any breach of this Agreement; (3) if so required by Alternative Payment Provider.

7.2 Without prejudice to paragraph 5.2, the following paragraphs shall survive the termination of this Agreement: paragraph 2.4, 6.

8.Indemnity

Without prejudice and in addition to the indemnity paragraph of the Agreement Merchant hereby indemnifies (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any losses ONERWAY suffers or incurs as a result of, or in connection with any Transaction, or other matters hereunder.

SCHEDULE 3 GATEWAY SERVICES

1.Definitions

1.1 Authorisation means that the Authorisation Request has been authorised, and in case of a Card related Transaction, means relevant amount has been deducted from the Cardholder’s spending limit;

1.2 Authorisation Request means the submission by Merchant to the relevant Acquirer or Alternative Payment Provider via the Gateway Service of Transaction Data for the purposes of validating a payment in respect of a Transaction;

1.3 Capture Request means the submission by the Merchant to the relevant Acquirer or Alternative Payment Provider via the Gateway Service of Transaction Data after receipt of an Authorisation for the purposes of executing a payment instruction in respect of a Transaction;

1.4 Gateway Services means the provision of an online portal supports the processing of Authorisation Requests and Capture Requests over the internet.

2. Provision of Gateway Services

2.1 ONERWAY hereby grants to Merchant a limited, non-exclusive, non-transferable, non-sublicenseable right to access and use the Gateway Service, including related technology such as portal, interfaces, and other online tools in accordance with the applicable specifications and documentation provided by or available from ONERWAY from time-to-time. Merchant acknowledges and agrees that, such Gateway Services may be provided directly by ONERWAY or through any third-party service provider controlled or contracted with ONERWAY, including software provider, hardware provider, or other third party which may capture, hold, host, access, store, or transmit any transaction, payment, or personally identifiable data or information. By accepting ONERWAY’s Gateway Services, Merchant gives implied consent to be bind by and comply with relevant terms and conditions of the aforesaid third party service provider.

2.2 Upon receipt of an Authorisation Request or Capture Request, ONERWAY will forward such request to the relevant Acquirer or Alternative Payment Provider.

2.3 If a third party acquirer or alternative payment provider requires that Merchant to be accepted by it before payment instructions processing, Merchant shall cooperate with relevant obligations, including providing such third party with requested information, etc. If Merchant is not accepted and/or if relevant connection number (where applicable) is not granted to Merchant by the third party acquirer or alternative payment provider, ONERWAY will not provide the specific payment method offered by such third party to Merchant. ONERWAY is not responsible for the above decision of the third party.

2.4 ONERWAY will not be liable for any failure of a third party acquirer or Alternative Payment Provider to effect payment in respect of a Transaction including the settlement of any proceeds.

3.Service Updates

ONERWAY may release new or modified versions of its Services from time-to-time without notice to Merchant, as determined by ONERWAY in its sole discretion. These updates and releases may include, without limitation, additional features, removal of existing features, functionality modifications, security updates, modifications necessary to cause the Services to comply with Laws and Rules, modifications to the API and integration methods, changes to the user interface, content enhancements, and/or other modifications. If Merchant uses the API or developer frameworks provided by ONERWAY and an updated version of these has been released, Merchant shall promptly, but in all cases within two (2) months, update to the latest version of the API or developer framework. If Merchant is using a third-party service provider, Merchant is solely responsible for ensuring that such third-party service provider promptly, but in all cases within two (2) months, updates to the latest version of the API or developer framework. ONERWAY will have no liability for any losses, damages, Service failures, settlement issues, improper data routing, improper transaction approval, improper transaction rejection, or other errors or failures resulting from the failure of Merchant or third-party service provider to update its hardware, software, procedures, or other operations in accordance with the latest version of the API or developer framework, and Merchant assumes all such risk and liability.

4.Data

4.1 Merchant shall provide ONERWAY with copies of such Transaction Data relating to any Transaction or disputed Transaction as ONERWAY may request, in each case in such format as specified by ONERWAY and within ten (10) days of such request.

4.2 By signing this Agreement, Merchant hereby acknowledges and agree that ONERWAY will collect, retain, use and share information and data collected from Merchant and customers in accordance with ONERWAY’s then current privacy policies.

4.3 Merchant understands that Payment Gateway may collect and hold personal or non-public information about Merchant and customers, including but not limited to: name, address, telephone number, e-mail address, payment data (“Data”) for the purpose of considering eligibility for the gateway services and for the purpose of providing Merchant and Merchant’s customers with ONERWAY. Merchant also understand and agree that ONERWAY, its subsidiaries, Affiliate Partners, third party service providers, may transfer Data among themselves as necessary for the purpose of the provision and management of the Payment Gateway Services and that ONERWAY may further transfer Data (i) with non-affiliated entities that assist ONERWAY in providing Services; (ii) with companies that provide support services to ONERWAY; or (iii) as otherwise provided by law.ONERWAY does not warrant that Data and Transaction data will be transported without unauthorized interception or modification or that data or transaction data will not be accessed or compromised by any unauthorized third parties.

5.Refunds, Chargeback and Fine

5.1 Under any circumstance where Refunds, Chargeback, or Fine is applicable, relevant Paragraphs in SCHEDULE 1 shall apply, including without limitation paragraph 7, 8, 9 and paragraph 12.

5.2 ONERWAY may require the Reserve. Specific Reserve will be specified in the Fee Schedule.

6.Indemnification

Without prejudice and in addition to any other rights and remedies available to ONERWAY under this Agreement, Merchant hereby indemnifies (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any ,losses ONERWAY suffers or incurs as a result of, or in connection with any Transaction or disputed Transaction.

7.Survival

The following paragraphs of this Schedule will continue to be enforceable notwithstanding termination of this Agreement: 4, 5 and 6.

SCHEDULE 4 FRAUD & RISK MANAGEMENT AND OTHER PRODUCTS

1. Provision of the Fraud and Risk Management Service

1.1 As required by Merchant, ONERWAY will provide the Fraud Management Service (together the "Fraud and Risk Management Services ") and other products, if available from ONERWAY, in accordance with the terms of this Agreement.

1.2 Merchant shall pay for such Fraud and Risk Management Service according to the Fee Schedule.

2. Indemnification

Merchant hereby indemnifies and keeps indemnified ONERWAY from and against any Losses which ONERWAY suffers or incurs as a result of, or in connection with any Claim brought against ONERWAY by a third party as a result of, or in connection with, any breach by Merchant .

3. Limitation of liability

Merchant acknowledges that the fraud & risk management service and other services provided by third parties (together as “TP Services”) wcill be reliant upon third parties. Accordingly, Merchant agrees that ONERWAY has no liability to Merchant whatsoever for any total or partial unavailability of the TP Services caused by such a third party and further agrees that TP Service provided by third party shall be provided "as is" without warranties or representations of any kind, either express or implied, including any warranties or representations of satisfactory quality, fitness for a particular purpose. ONERWAY does not assume, and expressly disclaims, any liability to any person or entity for Claims or Losses caused by errors or omissions in such TP Service, whether such errors or omissions result from negligence, accident or other cause and Merchant unconditionally and irrevocably waives any Claims, rights and remedies which it might otherwise have had against ONERWAY in relation thereto.

4.Survival

The following paragraphs of this Schedule will continue to be enforceable notwithstanding termination of this Agreement: paragraph 2 and 3.

SCHEDULE 5 SERVICE LEVEL

1.Definitions

1.1 In this Service Level Schedule, the following capitalised terms and expressions will have the following meanings (unless the context otherwise requires).

"Nominated Contacts": Merchant’s designated support coordinator(s) who is/are knowledgeable in the use of the Gateway Services, and who shall serve as the primary point of contact between the Parties for the communication and co-ordination of support;

"Office Hours": 09:00 to 23:00 in Hong Kong on a business day;

“Reporting Period” : a calendar month;

"Scheduled Downtime": the amount of time in any Reporting Period during which the applicable service is not available as a result of maintenance activities, as further detailed below;

"Service Credits": the amount that ONERWAY shall pay to Merchant if ONERWAY fails to achieve the applicable Target Uptime for any Reporting Period;

"Target Uptime": has the meaning set out in paragraph 2.1;

"Transaction Processing": the availability of the ONERWAY Platform to process Transactions and provide a response back on payment acceptance to Merchant;

"Transaction Processing Service Issue": any verifiable and reproducible failure of the ONERWAY Platform to enable Merchant to undertake Transaction Processing;

"Uptime": the amount of time in any Reporting Period that the ONERWAY Platform is available to undertake Transaction Processing. When expressed as a percentage it means the amount of Uptime divided by the total time in any Reporting Period, multiplied by 100; and

"ONERWAY Platform": (as applicable to Merchant), relevant ONERWAY platform for purpose of Services.

1.2 Any capitalised terms not defined above will have the meanings given in this Schedule.

2.Service Availability

2.1 Subject to paragraph 4.2, ONERWAY aims to provide at least 99.9% Uptime for each Reporting Period (the "Target Uptime ").

3.Support

3.1 Merchant shall have access to ONERWAY’s support help desk if Merchant suffers a Transaction Processing Service Issue. Only Nominated Contacts may contact the help desk and ONERWAY will not be responsible for accepting any contacts from Buyers.

3.2 If Merchant suffers a Transaction Processing Service Issue, it should contact ONERWAY immediately either by phone, email, WeChat group or other means agreed by Parties. For Severity 1 issues only, contact at weekends MUST be made by telephone, email, or WeChat group to Merchant as notified by ONERWAY from time to time.

Table A: Contact Details

3.3 ONERWAY will determine whether or not the Transaction Processing Service Issue is directly concerned with the ONERWAY Platform, and classify the Severity Level classification in line with the definitions in Table B. ONERWAY will use its reasonable endeavours to remedy the Transaction Processing Service Issue within the associated timescale.

Table B: Severity Classifications

3.4 A resolution of a Transaction Processing Service Issue may be provided either through a fix or a work-around or a determination of approach.

3.5 ONERWAY operates against Transaction Processing Service Issue target response and resolution levels of 98% within the associated target time.

4.System Monitoring and Maintenance

4.1 ONERWAY will monitor and maintain its payment server and systems twenty -four hours a day, three hundred and sixty-five days a year, from its networks operations centre. Such monitoring shall include, without limitation, the monitoring (whether by way of automated or manual process) of hardware, CPU utilisation levels, storage utilisation, network utilisation, certain application level criteria and on-going automated observations to manual checkpoints performed by ONERWAY.

4.2 The calculation of Uptime will not include any Scheduled Downtime or any unavailability of Transaction Processing capability where such non-availability is caused in whole or in part by:

(a)any act, error or omission of Merchant, Merchant’s affiliates or Merchant’s contractors;

(b)the failure or non-occurrence of a responsibility of Merchant (including without limitation the failure of Merchant, Merchant’s group companies or Merchant’s contractors to implement any remedial action proposed by ONERWAY, including without limitation any system updates);

(c)the occurrence of an event of force majeure including without limitation any third-party service provider or network service provider, external payment processor or external payment network, failure of a utility service or failures of the Internet; or

(d)such other matters in respect of which ONERWAY is entitled to relief under any other paragraph hereunder.

4.3 ONERWAY shall use all reasonable endeavours to carry out any Scheduled Downtime between 13:00 and 17:00 on Monday (Hong Kong time).

SCHEDULE 6 PROHIBITED AND RESTRICTED PRODUCT LIST

Merchant Acquiring Service - Standard Terms (UK)

1. Definitions

Unless otherwise specified in the terms itself or in the schedules, the following definitions shall apply::

1.1Agreement means agreement between ONERWAY and Merchant for the provision of Services, including the Merchant Service Order, Standard Terms, all schedules, Privacy Policy on www.onerway.com and any documents confirmed in writing by the Parties that have been executed and will be executed in the future, schedules that will be updated from time to time as agreed in this Agreement, and future ONERWAY requirements that Merchants must comply with within written notice.

1.2Law(s) means any applicable and binding law, regulation, Rule, policy, judgment, decree, order, or directive, at a global, state or local level, including, without limitation, any order of a court of competent jurisdiction, any regulatory guidelines, directions, or interpretations, or regulatory permits and licenses issued by governmental or regulatory authorities, that have jurisdiction over or can be applicable to the relevant Party or its businesses.

1.3Buyer/Customer means a person who has ordered goods and/or services from a Merchant and who has initiated a Transaction in respect of that order.

1.4Business/Working Day 1.4 open for business in the United of Kindom, typically excluding weekends (Saturday and Sunday) and official public holidays.

1.5Data Controller means any person who alone or jointly or in common with others determines the purposes for which and the manner in which Personal Data is, or is to be, Processed;

1.6Data Processor means a person (other than an employee of the Data Controller) who processes Personal Data on behalf of the Data Controller.

1.7Exchange Rate means the reference currency exchange rate ONERWAY may notify to Merchant from time to time. The Exchange Rate may be subject to certain TP Service provider.

1.8Fees means the amounts payable as set out in relevant pricing schedule, as may be amended from time to time, or otherwise payable to ONERWAY for any products or services provided in connection with this Agreement.

1.9First Transaction Date means the date on which the first Transaction is processed hereunder.

1.10Merchant Bank Account means an account with a duly authorised credit institution held in the name of Merchant or a third party nominated by Merchant (and in each case as acceptable to ONERWAY), used to receive payout remittance and pay Fees and other sums due to ONERWAY hereunder.

1.11Merchant Data Account means an electronic management information account in ONERWAY systems in which Transaction Data is recorded.

1.12Merchant Data Account means an electronic management information account in ONERWAY systems in which Transaction Data is recorded.

1.13 ONERWAY Platform means the platform provided by Party B for configuration, transaction data visualization, reconciliation, merchant account management, etc.

1.14 Representative means all employees, temporary staff, independent contractors, part-time staff, call center operatives, marketing and sale personnel, legal advisors, agents, representatives, and all other people, in each case retained by or otherwise working under the direction of any member of either Party.

1.15 Rule(s) means the collective set of by laws, rules, regulations, operating regulations, procedures, and/or waivers issued by issuing bank or relevant entities as may be amended or supplemented over time and with which Merchant must comply with when using the relevant payment service.

1.16 Service(s) means those services set out in Schedules, as may be amended from time to time.

1.17 Sanctions means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by: (a)Australia; (b) the United States; (c) the United Nations; (d) the European Union; (e) the United Kingdom; or (f) the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Australian Sanctions Office, OFAC, the United States Department of State, and Her Majesty’s Treasury (together ‘Sanctions Authorities’).

1.18 Transaction means any transaction between Merchant and a third party (normally the Buyer or Customer) permitted under this Agreement in relation to which the Services are supplied.

1.19 Transaction Personal Data means personal data relating to a specific Transaction and which it is necessary to process in connection with the provision of the Services.

1.20 Written Notice means all different formats written notice referred to in this Agreement including mail, email, fax, system announcement, notice, and other forms with legal effect.

2.Services

2.1 ONERWAY shall provide the Services to Merchant in accordance with the terms of this Agreement, including but not limited of any or all of the Acquiring Services, the technical services, and/or the other service that are provided to Merchant by ONERWAY as may specify from time to time in written or the following schedules.

2.2 ONERWAY will provide the Services from the First Transaction Date provided that Merchant shall pay the Fees as consideration.

2.3 From time to time, ONERWAY may make changes to the Services which are necessary to comply with any Law or Rule, or which do not materially affect the nature or quality of the Services. Such changes shall come into effect upon notice to Merchant. If such changes lead to a material change in software, interfaces or operating procedures affecting Merchant, ONERWAY will notify Merchant as soon as reasonably practicable prior to their implementation.

2.4 ONERWAY may, regarding certain Services, engage third party service (“TP Service”) providers to provide such Service. TP Services may include payment and currency exchange services in certain country or regions. Merchant hereby authorizes ONERWAY to request qualified local TP Service providers on behalf of Merchant to provide Services and to enter into service agreements with such TP Service providers or their affiliates, which shall be deemed as Merchant being a party to such service agreements (if Merchant reasonably requests, ONERWAY will provide Merchant with excerpts of the service content and responsibilities from the service agreements). At the same time, the TP Service providers will, according to specific circumstances, delegate their affiliates and/or service providers to provide services to Merchant, and the TP Service providers will be responsible for the services or actions of their affiliates and/or service providers towards Merchant.

Merchant may opt to add or stop such TP Service per process of ONERWAY.TP Services shall be provided by and at the responsibility of the TP Service providers and are subject at all times to the TP Service providers’ terms and conditions, performance and availability. ONERWAY will not be responsible for the performance, accuracy, availability or service levels (or lack thereof) of the TP Service providers or TP Services nor is ONERWAY in position to verify the nature or contents of the inquiry results and included information. ONERWAY shall not in any circumstances be liable for any loss or damage arising from any inaccuracies, faults or omissions in the TP Services, transaction results thereof.

2.5 ONERWAY shall be responsible for the maintenance, operation, and management of the Onerway system.

2.6 ONERWAY have the right to terminate all Services provided to Merchant immediately if Merchant conducts behavior that may impact ONERWAY’s reputation or mislead Cardholders in any way, e.g., use ONERWAY's service contact as Merchant's customer service phone number.

3.Merchant Obligations

3.1 Merchant shall comply with all Laws, Sanctions, this entire Agreement and any other supplementary agreement in the future from time to time. Should the aforementioned Rules, which may be subject to periodic amendments, necessitate that Merchant adheres to revised compliance standards or obligations, Merchant agrees to collaborate and ensure conformity with these updated requirements..

3.2 Merchant shall fill in the online Application Form ("Application Form”) provided by ONERWAY, and shall be responsible for truthfulness and accuracy regarding the Application Form. Merchant shall indemnify ONERWAY for losses arising from any untrue or inaccurate statement in any information provided by Merchant.

3.3 Merchant acknowledges and agrees on an in a continuous manner that Merchant may not use the Services until Merchant is registered as a qualified Merchant, subject to ONERWAY’s satisfaction, and Merchant shall cooperate to provide necessary information and documents, from time to time, per ONERWAY’s request for purpose of this Agreement. In order to complete such registration, Merchant shall provide all the information ONERWAY requests.

3.4 ONERWAY’s acceptance of Merchant does not imply a legal opinion on the legality of Merchant's products, services, or intended use of ONERWAY’s services. Merchant is solely responsible for ensuring that their products and services comply with all Laws, Rules, and Sanctions.

3.5 Merchant shall comply with relevant operation guidance as formulated by ONERWAY from time to time. Merchant shall be prohibited from using ONERWAY’s Services for products or services that ONERWAY are illegal or improper in the relevant country or that are listed as prohibited or restricted in Schedule – Prohibited and Restricted Products List (which may be updated from time to time by ONERWAY). ONERWAY may grant written waivers for restricted products or services, but these waivers can be revoked at ONERWAY's discretion.

3.6 Merchant shall grant all necessary authorization to ONERWAY regarding this Agreement, for purpose of the Service.

3.7 Merchant shall only accept Transactions aligning with Merchant's business as set out in the Application Form and are in accordance with Laws and Rules.

3.8 Merchant shall ensure that its website, service or products does not involve prohibited Transactions listed in Schedule- Prohibited and Restricted Product List) that violate Laws or Rules.

3.9 Merchant shall not capture, register, and/or have the Buyer/Customer fill in, any payment details (expressly including credit card data) on website or other media, interface of Merchant, and shall not use screen grabbing or other emulation technologies to input payment details.

3.10 Merchant shall assist in handling any claim or query raised by a third party in relation to the Services or any Transaction etc.

3.11 Any issues or disputes between Merchant and the Buyer or Customer that are unrelated to the Services under this Agreement should be resolved directly by Merchant and the relevant Buyer. ONERWAY has no involvement in any such matters or disputes. If ONERWAY incur any losses due to any matters or disputes between Merchant and the Buyer, Merchant shall be responsible for compensating ONERWAY and shall ensure that ONERWAY is indemnified against any losses.

3.12 Unless otherwise agreed by Parties, ONERWAY reserves the right to terminate this Agreement and request Merchant to change the contracting entity for compliance purpose, and Merchant agrees to cooperate with its best effort. Otherwise, ONERWAY reserves the right to suspend the Service, or take other reasonable remedial measures for compliance purpose.

4.Merchant Warrant

4.1 Merchant shall at all times comply with:

(a)Laws, Rules, this Agreement and other applicable rules;

(b)obligations relating to the sale and/or supply of goods and/or services to Buyers;

4.2 ONERWAY may at any time require that Merchant procures, within thirty (30) days after receiving ONERWAY’s written request, that a person (or persons) to provide ONERWAY with a guarantee, indemnity, cash reserve or other security in such form and over such assets as ONERWAY may reasonably require to secure to ONERWAY’s reasonable satisfaction the performance of the Merchant’s obligations from time to time under this Agreement. ONERWAY will be entitled to charge Merchant for its reasonable external costs incurred in obtaining the guarantee, indemnity and/or security referred hereto.

4.3 Merchant shall not perform its business in a manner which: (a) could cause ONERWAY to be in breach of any Law or, Sanction, Rule; (b) could damage the reputation or legitimate interests of ONERWAY.

4.4 Merchant warrants that all information it provides to ONERWAY shall be true, accurate and updated.

4.5 Merchant shall be liable for breach of this clause if it fails to perform its obligations fully and timely where losses are caused to ONERWAY, Merchant shall compensate ONERWAY for all direct and indirect losses suffered thereby.

5.Merchant Identification KYC (Know Your Customer)

5.1 In order to enable ONERWAY to comply with Laws, Rules, KYC (‘Know Your Customer’) requirements and other regulatory requirements (anti-money-laundering, anti-terrorism, etc., ONERWAY shall carry out customer due diligence on Merchant, including without limitation its directors, partners, ultimate beneficial owners, and employees (as relevant) and authorized users together with any parties involved in the transactions of Merchant or use of the services of ONERWAY.

5.2 Regarding due diligence, ONERWAY has the right to take one or more following measures on Merchant:

(a)Require Merchant to provide documents and information which are deemed necessary by ONERWAY.

(b)On-site visits to Merchant.

(c)Check with the government authorities and/or third-party agencies.

(d)Other measures that may be taken in accordance with the Law.

5.3 The Merchant shall ensure that all information provided to ONERWAY is updated, if 5.3The Merchant shall ensure that all information provided to ONERWAY is updated, if there is change to any aspect of the Merchant (i.e. changes of ultimate beneficial owner, changes of director, change of business nature), ONERWAY shall be notified in 10 days from the change. ONERWAY shall have the right to terminate the Agreement or take other reasonable measures if such change is deemed to be material and significant.

6.Pricing and Invoicing

6.1 Merchant will pay ONERWAY the Fees and any other sums payable under this Agreement (as specified in Schedule) within ten (10) days of receipt of the applicable financial statements. The Merchant may consult with ONERWAY for any query or doubt regarding the financial statements within the 5 days upon receipt of the financial statements, otherwise, the Merhchant shall be deemed to confirm the amount payable as set forth by the financial statements.

6.2 Merchant authorizes ONERWAY to debit from the Merchant for all Fees that become due and payable by Merchant to ONERWAY under or in connection with this Agreement.

6.3 All Fees and other sums payable by Merchant under this Agreement are exclusive of VAT and any other applicable taxes that may apply hereto under any Law. Merchant will pay such tax upon receipt of a valid tax invoice therefor. If Merchant is required by law to make a deduction or withholding from any payment due under this Agreement, it shall pay such additional amounts as required to ensure that the net amount received and retained by ONERWAY equals the full amount that would have been received and retained by it had no such deduction or withholding been made and/or no such liability to tax been incurred.

7.Set-off

7.1 ONERWAY is authorised, without prior notice and both before and after demand, to set-off the whole or any part of Merchant's liabilities to ONERWAY, whether such liabilities are present or future, actual or contingent, or liquidated or unliquidated, against any sums held by ONERWAY and owed to Merchant whether under this Agreement or any other agreement between ONERWAY and Merchant. For the avoidance of doubt, Merchant is not entitled to set-off any of ONERWAY’s liabilities under this Agreement against any liability owed by it to ONERWAY.

7.2 In the event of the circumstances described in Clause 7.1, if the currency of Merchant's liabilities to ONERWAY and the currency owed by ONERWAY to Merchant are not the same, ONERWAY is entitled to convert and/or exchange any currency and is authorised to effect any such conversions at the then prevailing Exchange Rate; and if Merchant's liability is contingent and/or unliquidated then ONERWAY may set-off the amount it estimates in good faith will be the liquidated amount.

8.Invoicing & Settlement Report

8.1 Fees for Merchant’s use of the Services under this Agreement shall be sent to Merchant by ONERWAY through the ONERWAY Platform, unless otherwise agreed.

8.2 Merchant shall verify the correctness and completeness of any bill, invoice or similar statements from ONERWAY. Merchant has the right to challenge the aforesaid statements, by providing notice to ONERWAY as soon as possible, but no later than 5 days from the date of the receipt of such statements.

9.Confidentiality

9.1 Confidential Information means:

(1) all information of a confidential nature (including trade secrets and information of commercial value including but not limited to all information of a commercially confidential nature relating to the operations, contracts or commercial or financial arrangements) which may become known to one Party (“receiving Party”) from the other Party (“disclosing Party”);

(2) any information relating to a Party’s operations, processes, plans, intentions, designs, market opportunities, marketing, sales, strategies, trade secrets, technical, developmental, product operating, performance, cost, knowhow, business and process information, computer programming techniques, file formats, interface protocols, interface formats, computer programs and software (including, but not limited to, source code, object code, software output, screen displays/file hierarchies, graphics and user interfaces), and all record bearing media containing or disclosing such information and techniques; samples, models or prototypes, or parts thereof; formulas; and third party confidential information;

(3) the provisions of this Agreement and the negotiations relating to it and the operation of this Agreement, but does not include information which is public knowledge or already known to the receiving Party receiving the information at the time of disclosure or which subsequently becomes public knowledge other than by a breach of this Agreement or subsequently comes lawfully into the possession of the receiving Party from a third party;

(4) any and all information disclosed in a manner clearly indicating its confidential nature or which, in the absence of such indication, would under the circumstances appear to a reasonable person to be confidential or proprietary in nature. Such information shall include, but not be limited to, information relating to operations, plans, strategies (including, but not limited to, geographic expansion plans, target customer segment, merchant acquisition strategy, recruitment strategy, and corporate acquisition strategy), concepts, proposals, intentions, know-how, trade secrets, market information, copyright and other intellectual property rights (whether registered or not), software, market opportunities, pricing, fees, organizational internal charts, corporate structure charts, details of customers and potential customers, details of competitors and potential competitors, business and/or financial affairs including any such information relating to, disclosed or provided by an affiliated company. For the avoidance of doubt, the fact that the Parties entered into this Agreement and the information that the Parties may disclose or may have disclosed shall itself be Confidential Information.

9.2 During the term of this Agreement and thereafter, each Merchant agrees to maintain the confidentiality of any Confidential Information of the other Party to the same extent that it protects its own Confidential Information and to use such Confidential Information only as permitted hereunder. Each Merchant agrees to take all reasonable precautions to prevent any unauthorized disclosure or use of the Confidential Information of the other and shall only disclose such Confidential Information to its employees, consultants, agents or contractors with a need to know and who are Parties to agreements containing confidentiality undertakings substantially the same as the terms contained in this Agreement.

9.3 Each receiving Party shall make all relevant employees, agents, consultants and contractors aware of the confidential nature of the other Party's Confidential Information and the provisions of this Clause and shall take all steps necessary to ensure compliance by its employees, consultants, agents and contractors with the provisions of this Clause.

9.4 The Parties agree that if the receiving Party commits a breach, or threatens to commit a breach, of the provisions of this Clause, then the disclosing Party shall have the right to bring an action for injunctive relief or any other action at law or equity to specifically enforce the terms of this Clause, it being acknowledged and agreed that any such breach or threatened breach could cause irreparable injury and that monetary damages would not provide an adequate remedy.

9.5 Merchant shall not make or send any public announcement, communication or circular concerning this Agreement unless it has first obtained ONERWAY's written consent.

9.6 Nothing in this Clause shall prevent ONERWAY from:

9.6.1 disclosing any Confidential Information obtained from Merchant to any ONERWAY’s affiliate in connection with this Agreement, provided that ONERWAY ensures that the relevant ONERWAY’s affiliate observes confidentiality undertakings substantially the same as those in this Clause;

9.6.2 making or sending a public announcement, communication or circular concerning this Agreement, and Merchant hereby permits ONERWAY to display Merchant's name and logo in ONERWAY's marketing materials;

9.6.3 disclosing to relevant authorities Merchant Information for the purposes of criminal investigation; or

9.6.4 using data processing techniques, analysis of data, ideas and know-how gained during the performance of this Agreement in the furtherance of its normal business to the extent that this does not derive from a disclosure of Confidential Information belonging to any agent or broker (or similar) of Merchant in breach of this Clause, or an infringement by ONERWAY of any Intellectual Property Rights of Merchant.

9.7 Each Party shall put in place processes and physical and information technology security systems sufficient to protect any Confidential Information in its possession. The foregoing restrictions on use and disclosure shall not apply with respect to Confidential Information that:

9.7.1 becomes rightfully known to the receiving Party without restriction from a source other than the disclosing Party;

9.7.2 is independently developed by the receiving Party without use of the Confidential Information and without the participation of individuals who have had access to the Confidential Information, as evidenced by written records; or

9.7.3is required by Laws to be used or disclosed.

9.8 Other than as expressly permitted under this Agreement, on termination or expiry hereof for whatever reason, each Party shall forthwith cease to use any Confidential Information of the other and shall return on demand, or at the request of the other destroy or permanently erase, all copies of Confidential Information in its possession or control, save that each Party will be permitted to retain Confidential Information for so long as is required by Laws.

10.Data

10.1 Merchant agrees that ONERWAY may use Transaction data for the purpose of providing insights optimizing payment performance and improving ONERWAY’s Services, including fraud prevention and risk assessment. The processing of any personal data for these purposes will be in accordance with ONERWAY’s Privacy Statement (as amended from time to time).

10.2 Merchant acknowledges and agrees that it is the Data Controller of Transaction Personal Data. ONERWAY acknowledges and agrees that it is a Data Processor of Transaction Personal Data and any other personal data that ONERWAY processes as data processor on behalf of Merchant. Merchant also acknowledges and agrees that ONERWAY will be a Data controller in relation to Personal Data where it determines the purposes and manners of the Processing, including fraud monitoring, prevention, detection and prosecution; anti-money laundering, financial crime and other screening checks; manage obligations under this Agreement, including the Services;

10.3 ONERWAY is appointed by Merchant to process such Transaction Personal Data on behalf of Merchant as is necessary to provide the Services. ONERWAY undertakes in respect of all Transaction Personal Data that it processes as Data Processor on behalf of Merchant that it shall comply with, and only process the Transaction Personal Data in accordance with, the instructions as set out within this Agreement, as necessary to perform the Services or as otherwise agreed between the Parties;

10.4 Merchant hereby authorizes ONERWAY to store, use, share and release data including Personal Data, provided or generated pursuant to this Agreement, to any person in fulfilment of its rights and obligations as set out in this Agreement and insofar as this is permitted under this Agreement or required in accordance with Laws.

10.5 Merchant consents to ONERWAY transfer of Transaction data (including Transaction Personal Data) to any applicable issuing banks, financial institutions or equivalent institutions as necessary and appropriate for the processing of each Transaction and agrees that a transfer to such institution will not impose obligations on ONERWAY as set out above for the transfer of Transaction Personal Data outside of the territory of ONERWAY and that such institutions are not subcontractors acting on behalf of or controlled by ONERWAY. Merchant further agrees that ONERWAY may store, use, share and release Transaction data provided or generated pursuant to this Agreement.

11.Force Majeure

11.1 Force Majeure means, in relation to either party, any event or circumstances beyond the reasonable control of that party including (without limitation) any acts of God, storm, earthquake, fire, flood, war, industrial action, vandalism, non-availability of any part of the network, governmental action, inclement weather conditions, atmospheric conditions and other causes of radio interference, failure or shortage of power or fuel supplies, and the acts or omissions or service failures of communications operators or internet service providers or other third parties.

11.2 Each Party that is unable to fulfill this Agreement due to force majeure, may be partially or fully relieved from performing its obligations.

11.3 In view of the special nature of the network, the force majeure hereunder shall also include any of the following situations that affect the normal operation of the network. This situation includes, but is not limited to, malicious hacker attacks, computer virus invasion and outbreak that cannot be prevented by existing normal security methods, and large-scale new virus outbreaks, etc.

11.4 After the occurrence of force majeure, the Parties may immediately negotiate to continue to perform relevant matters hereof and sign an interim agreement. The validity of the interim agreement shall remain in force until such force majeure and its effects are terminated or eliminated. If force majeure and its effects are not terminated or eliminated one month after the occurrence of the force majeure, the Parties may terminate this Agreement through negotiation.

12.Anti-Corruption

12.1 Each Party hereby represents, warrants and covenants to the other Party that it will not, under any circumstances, and at all relevant times, make, or cause or authorize any third party acting on their behalf to make, directly or indirectly, any prohibited bribes, offers, promises or payments of money, or anything of value, to any foreign official (including government officials, government employees, any political party or political party official, any candidate for political office, or any person otherwise acting in an official capacity) pursuant to Laws (including any local anti-bribery laws), or any other third party, for the purpose of influencing such Party’s acts or decisions or in order to obtain or retain business or secure an unfair business advantage for either Party in performing their duties and obligations pursuant to this Agreement.

12.2 Each Party expressly agree that this Agreement is the result of arms-length negotiations, and that neither Party has entered into this Agreement with a corrupt motive to obtain or retain business or to secure an unfair business advantage.

12.3 Each Party hereby warrants and undertakes that it shall maintain and, for a period of at least six years, keep accurate and up to date accounting records to ensure that all transactions relating to this Agreement are sufficiently documented.

13.Liability for Breach

13.1 Any breach of the obligations, guarantees, commitments or other provisions made by the Parties herein constitutes a breach and shall bear the corresponding liability for breach. If the breach causes a loss to the other Party, the breaching Party shall bear the liability for compensation.

13.2 ONERWAY retains the right, at its sole discretion and to the extent permitted by applicable laws and regulations, to implement all reasonable remedial actions in response to a breach of this Agreement by the Merchant. Such measures may include, but are not limited to, forfeiture of any deposit (if applicable), suspension of settlement processes, and imposition of fines or penalties.

13.3 If Merchant delays in paying the Fees or other payable amount, it shall pay liquidated damages to ONERWAY daily at 0.05% of the unpaid amount payable from the date of overdue.

13.4 Merchant shall indemnify (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any losses which ONERWAY suffers or incurs in relation to any claim brought against ONERWAY by a third party where such claim is caused by Merchant or arises as a result of, or in connection with any breach by Merchant.

13.5 ONERWAY will not be liable for any failure to perform (nor any defective or delayed performance of) any of its respective obligations under this Agreement, if and to the extent that such failure, defect or delay is due to:

(a) Merchant's breach of this Agreement, negligent, wrongful or bad faith acts or omissions;

(b) a suspension of any Services under or in connection with the Agreement;

(c) ONERWAY complying with any of its obligations under any Laws or Rules; and/or any deferment, withholding or deduction per this Agreement.

13.6 Under no circumstances shall the aggregate liability of ONERWAY to Merchant exceed, in relation to all claims :

(a) made in the first contract year, a sum equal to the average monthly Fees paid under this Agreement, less the average monthly fees incurred by ONERWAY under the applicable Rules in respect of Transactions, in each case in the period between the commencement date and the first event giving rise to the first such claim, multiplied by twelve (12);

(b) made in each contract year thereafter, a sum equal to the Fees paid under this Agreement, less any fees incurred by ONERWAY under the applicable Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim; and

(c) made after termination or expiry of this Agreement, a sum equal to the Fees paid under this Agreement, less any fees incurred by ONERWAY under the applicable Rules in respect of Transactions, in each case in the twelve (12) months immediately preceding the first event giving rise to the first such claim.

14.Term and Termination

14.1 Subject to the rights of the Parties to terminate this Agreement:

(a) this Agreement commences on the Effective Date and continues for one (1) year (“Initial Term”) (subject to earlier termination in accordance with its terms); and

(b) at the conclusion of the Initial Term, this Agreement will renew automatically for consecutive, additional one (1) year terms unless either Party provides the other party with written notice of non-renewal at least two (2) months’ prior to the expiry of the Initial Term or any renewal term. Merchant shall resubmit the qualification documents requested by ONERWAY hereof to ONERWAY within SEVEN (7) days.

14.2 ONERWAY shall have the right to terminate this Agreement immediately, and hold Merchant liable for breach of contract (if applicable)

(a) Merchant commits a material breach of any other of its obligations under this Agreement which is not capable of remedy, or if capable of remedy, is not remedied to ONERWAY’s reasonable satisfaction within thirty (30) days of service of a notice requiring such remedy.

(b) Merchant becomes insolvent;

(c) the Merchant uses, or permits the use of, any of the Services or ONERWAY system for any purpose contrary to Law.

(d) ONERWAY is required to do so under Law or reasonably believes that the Transaction may be contrary to Law.

(e)There is a withdrawal or termination of any licence, permission or authorisation required to operate Merchant’s business.

14.3 Merchant acknowledges and agrees that suspension or termination by ONERWAY in accordance with the Agreement shall in no way create any cause of action, Losses, Claim or any other right ("Action") in favour of Merchant against ONERWAY whether under Law, contract, equity or otherwise. The Merchant hereby waives, and fully releases and discharges ONERWAY from, any Action Merchant may otherwise have arising from ONERWAY exercising such suspension or termination right, including any challenge in relation to the exercise of ONERWAY's discretion, and Merchant agrees that it shall not apply to any Authority for any form of relief, including (without limitation) injunctive relief, that could constrain or prevent ONERWAY from exercising any of its rights of suspension or termination.

14.4 Upon the termination of this Agreement for whatever reason: (a) ONERWAY will have no obligation to retain, store or make available to the Merchant any data (including Transaction Data), records or other information relating to any of the Services or Transactions; and (b) Merchant will remove any reference to ONERWAY from any promotional material or literature, agreement or website.

14.5 Upon termination of this Agreement all rights and obligations of any Party will cease to have effect immediately, save that the clauses and paragraphs which expressly or by implication have effect after termination will continue to be enforceable notwithstanding such termination (including clauses 7 , 9, 10, 11, 13, 14, 15, 19); and termination will not affect accrued rights, obligations and liabilities of any Party under this Agreement as at the date of termination.

15. Waiver

Any waiver of a right under this Agreement shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed as a waiver and shall not prevent a Party from exercising that right in the future.

16.Severability

If any provision hereof shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions hereof and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to negotiate in good faith to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

17.Assignment

Without the prior written consent of ONERWAY, Merchant shall not assign, transfer or charge any of its rights under this Agreement, nor sub-contract any or all of its obligations under this Agreement, nor purport to do any of the aforementioned.

18.Entire Agreement

18.1 This Agreement including all Schedules and other application documentsm, including without limitation due diligence materials, application forms, etc.,(“Application Documents”) submitted by Merchant, represents the entire Agreement of the Parties in relation to its subject matter. Schedules and Application Documents are integral parts of this Agreement and have the same legal effect as this Agreement.

18.2 Merchant acknowledges and agrees that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.

19.Notice

19.1 The notice under this Agreement shall be made in accordance with the contact information agreed herein. The Parties shall actively perform their obligation to notify and ensure that the address delivered is valid and accurate. No Party shall deny the validity of delivery on the grounds of refusal to sign, unsigned, or failure to receive due to change of address.

19.2 When ONERWAY confirms the business to Merchant by sending an e-mail to the designated contact person of Merchant, the successful delivery shall be regarded as Merchant's receipt. Merchant shall confirm and reply within three working days after receiving the e-mail; If Merchant does not reply or express any other intentions within three working days, it shall be deemed that Merchant knows and approves the content of the e-mail.

20.Variation

20.1 For matters not covered herein, the Parties may reach a written supplementary agreement through negotiation.

20.2 The supplementary agreement has the same legal effect as this Agreement. In case of any discrepancy between the supplementary agreement and the provisions hereof, the supplementary agreement shall prevail.

20.3 No supplementary nor modification to the principal part terms hereof shall be valid unless it is in writing and signed by the directors of each Party.

20.4 The information in the Schedule hereof shall be modified by e-mail confirmation of the designated contact person of the Parties as agreed herein. The modification notice sent by the designated contact person of either Party will take effect after the designated contact person of the other Party confirms it by email or does not raise objection within three working days.

21.Governing Law and Jurisdiction

21.1 This Agreement and any non-contractual matter arising from or in relation to it shall be governed by, and construed in accordance with, the laws in force in the England and Wales.

21.2 Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by London Court of the International Arbitration (LCIA) under the LCIA Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

21.3 If this dispute involves the Card Scheme or an Acquirer, then the special rules of the Card Scheme or the Acquirer need to be followed separately..

21.4 If the relevant provisions hereof are invalid or unfulfillable due to changes in subsequent legislation or legal provisions, the Parties may modify or supplement this Agreement accordingly in good faith so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the subject matter under this Agreement are consummated as originally contemplated to the greatest extent possible.

22.Miscellaneous

22.1 Headings in this Agreement are for ease of reference only and do not affect its interpretation.

22.2 The plural includes the singular and the other way around.

22.3 Where anything in this Agreement requires any Party to do or refrain from doing anything, Merchant agrees that it is its obligation to ensure that its Representatives comply with the requirement.

22.4 This Agreement is concluded in the English language. In the event that the Agreement is translated, for your convenience, into any other language, the English language text of the Agreement shall prevail.

22.5 This Agreement is in two copies, one for each Party and each with the same legal effect. The scanned copy of this Agreement has the same legal effect as the original.

22.6 ONERWAY has reminded Merchant to have a comprehensive and accurate understanding of the terms hereof, and explained the corresponding terms based on Merchant’s requirements. The Parties have the same understanding of the meaning of the terms hereof.

22.7 ONERWAY has noticed Merchant and emphasized that THIS IS NOT THE LAST PAGE OF THE ENTIRE AGREEMENT. Merchant acknowledges that it has read over the following schedules and has no objection or misunderstanding.

SCHEDULE 1 CARD ACQUIRING SERVICES

1.Definitions

Below capitalised terms and expressions shall have the following meanings (unless the context otherwise requires):

1.1 Acquirer means a recognised bank or financial institution which has an agreement with Merchant to process the payment instructions received from the Buyer and acquires the relevant Transactions and effects payment of the purchase price.

1.2 Authorisation means the provision to Merchant at the time of the Transaction of confirmation from the relevant Card Issuer as to whether or not the Card used to pay for the Transaction has sufficient funds available for the relevant Transaction and has not been blocked for any reason or listed as lost, stolen or as having had its security compromised.

1.3 Capture means transmission by ONERWAY regarding a payment instruction to a Card Scheme for onward transmission to a Card Issuer to enable the earmarking of funds by a Card Issuer in a Cardholder’s account for Settlement.

1.4 Card(s) means a credit, debit, pre-paid, charge or purchase or other card in either physical or virtual form issued by a Card issuer and any other cards that ONERWAY is able and has agreed to process under this Agreement (as notified by ONERWAY from time to time).

1.5 Card Acquiring Services means the Authorisation, Capture and Settlement by ONERWAY of a Card related Transaction.

1.6 Cardholder means the person who is issued a Card and possesses and uses a Card and, where required on the Card, whose signature appears on the Card as an authorised user.

1.7 Card Issuer means an organization which issues a Card to a Cardholder;

1.8 Card Scheme(s) means organization such as Visa Europe, Visa Inc., MasterCard Worldwide, JCB, American Express, Union Pay International, Diners Club International/Discover Network which govern and rule the issuance, and acceptance of Cards. For which ONERWAY agrees (in its sole discretion) to provide payment processing service from time to time.

1.9 Chargeback means a Transaction that is partially or fully returned by a Card Issuer or certain Acquirer, resulting in a monetary liability to ONERWAY, including any circumstances where a Card Issuer or Card Scheme or Acquirer either: (1) refuses to settle a Transaction; (2) demands payment from ONERWAY in respect of a disputed Transaction that has been settled; (3) demands payment from ONERWAY in respect of a disputed Transaction for which remittance has been made to Merchant.

1.10 Fine means any assessment, fine, or similar charge of any nature which a Card Scheme levies on Merchant or ONERWAY at any time, directly or indirectly in respect of the Services.

1.11 Refund means a Transaction made to wholly or partly reverse a payment from a Buyer.

1.12 Payout means a payment of Settlement funds by ONERWAY to Merchant (or, where so agreed between the Parties in writing, to a third party on the instructions of Merchant) under this Agreement in connection with a Transaction.

1.13 Payout Currency means the currency identified as such in the Application Form or Fee Schedule or such other currencies as otherwise may be agreed in writing between Merchant and ONERWAY from time to time.

1.14 PCI DSS (“Payment Card Industry Data Security Standards”) means the security standards for transmitting, processing or storing Cardholder data and Sensitive Authentication Data, as updated from time to time and published by the PCI DSS at https://www.pcisecuritystandards.org.

1.15 ONERWAY Customer Payments Account means an account in which ONERWAY holds the Settlement funds in accordance with Law.

1.16 Settlement means the crediting by the relevant Card Scheme to ONERWAY or its agent (as applicable) of funds equating to the net value of a Transaction as determined by that Card Scheme.

2.Provision of Acquiring Service

2.1ONERWAY will provide the Acquiring Services per Laws, Card Scheme Rules, and this Agreement. To be specific, the Acquiring Services includes:

(a) indirect acquiring services where ONERWAY collects funds for Marchant from third-party Acquirers;

(b) Alternative Acquiring Services.For each Alternative Payment Method, both: (i) the processing by us of Transactions, Chargebacks, and Refunds; and (ii) the receipt and disbursement of related funds (except where we are acquiring direct debits and payment is made directly to you by the Buyer's bank); in each case arising from the use of the non-Card payment methods specified in Schedule 2;or

(c) any additional Service to ensure the success of the Transactions. and encompasses in each case

(i) processing and transmission of authorization requests, transaction data and captured data;

(ii)where applicable, the subsequent collection and settlement by ONERWAY of resulting payments to Merchant.

2.2 Merchant acknowledges that successful Authorisation does not guarantee payment from the Cardholder.

3.Warranties

Merchant, by signing this Agreement, undertakes that it:

(a)will comply with Laws and Rules and other applicable regulations, and if the aforesaid rules, as may be amended from time to time, require Merchant to change the business premise or contracting Party, etc., Merchant shall cooperate to comply with such new requirements;

(b)has a business premise duly registered and validly existing in the country referenced as its address in the Agreement which is where the Acquiring Services are provided; and

(c)agrees to provide ONERWAY with evidence of compliance with this warranty on request by ONERWAY, including the accounting records relating to the business registration as the case may be.

4.Transactions

4.1 Merchant shall comply with relevant operation guidance as formulated by ONERWAY from time to time, to the extent complying with laws. Merchant shall be prohibited from using ONERWAY’s Services for products or services that ONERWAY are illegal or improper in the relevant country or that are listed as prohibited or restricted in Schedule – Prohibited and Restricted Products List (which may be updated from to time by ONERWAY). ONERWAY may grant written waivers for restricted products or services, but these waivers can be revoked at ONERWAY's discretion.

4.2 Merchant shall display on its website, or such media, interface, or venue, where the Transaction is accepted, all applicable Card/Card Scheme identification according to Rules.

4.3 Merchant shall only accept Transactions aligning with Merchant's business as set out in the Application Form and are in accordance with Law.

4.4 Merchant shall assist in handling any claim or query raised by a third party in relation to the Services or any Transaction or Chargeback, etc.

4.5 Unless otherwise permitted by applicable Rules, Merchant shall not:

(a)request a payment Capture before certain goods/services have been delivered or shipped;

(b)charge any additional fees relating to a Transaction,

(c)add any surcharges to Transactions.

4.6 Merchant shall not capture, register, and/or have the Cardholder fill in, any payment details (expressly including credit card data) on website or other media, interface of Merchant, and shall not use screen grabbing or other emulation technologies to input payment details.

5.Information Disclosure to Customer

5.1Merchant shall disclose the following to Customer through its website or other media where the Transaction is accepted:

(a)Merchant identification information (registered name, trading name, etc.) so that the customer may identify Merchant as the Transaction counterparty;

(b)Accurate, true and complete information about the goods and service Merchant provide, and corresponding compliant procedure (including contacts information for customer service);

(c)Any charge acquired from the customer, including specific date, currency, amount, and other necessary information; and

(d)Terms and conditions relating to the goods/service provided by Merchant.

5.2 Where Merchant offers goods or services for sale over the internet Merchant must additionally display the following on its website:

(a)Merchant’s consumer data privacy policy, security capabilities and policy for transmission of payment card details;

(b)any legal and export restrictions (if known); and

(c)Merchant’s address of its fixed place of business.

6.Settlement and Payout

6.1 ONERWAY will hold Settlement funds from the Card Schemes in the ONERWAY Customer Payments Account. Merchant shall not be entitled to receive any interest in respect of funds held in a ONERWAY Customer Payments Account.

6.2 ONERWAY will remit the Payout Currency to Merchant Bank Account the value of any settlement funds (which may be net of Fees, any applicable third-party bank charges, Chargebacks and refunds, and in such event those Fees, Chargebacks and refunds are owed to ONERWAY immediately at Settlement) due in respect of Transactions permitted under this Agreement promptly following settlement or (if invoked by ONERWAY) upon the expiry of any period of deferral invoked by ONERWAY under this Agreement.

6.3 ONERWAY may in its sole discretion withhold, set-off and/or defer payment of any sums it owes and/or holds on behalf of Merchant hereunder: (a) until Merchant's liabilities to ONERWAY hereunder have been discharged; or (b) in respect of reasonably expected Refunds, Chargebacks.

6.4 ONERWAY may defer the Payout: (a) until the Payout amount reaches the minimum Payout threshold applicable to Merchant (if applicable); or (b) if ONERWAY reasonably believes that a Transaction may be fraudulent or otherwise contrary to Law or not otherwise permitted under this Agreement, until the satisfactory completion of ONERWAY’s investigation of the same.

6.5 If a Transaction is effected other than in a Payout Currency, ONERWAY will convert the relevant Transaction value into the Payout Currency requested by Merchant by reference to the exchange rate applicable: (a) in the case of Transactions on the date of that Transaction's Settlement; and (b) otherwise, including ecommerce Transactions, as obtainable via Merchant Data Account from time to time. ONERWAY may amend the Exchange Rate applied in case of manifest error caused by its external rate provider.

7.Refunds

7.1 Merchant shall submit Refund request through the Onerway System and such request constitutes irrevocable consent by Merchant for the execution of such Refund.

7.2 ONERWAY is only obliged to process any Refund or to the extent that it holds sufficient funds for Merchant in the currency of the particular Refund at the relevant time and, to the extent ONERWAY does not hold such funds Merchant agrees to put ONERWAY in funds to do so prior to such Refund being undertaken and Merchant shall hold ONERWAY free of any liability in respect of the payment of Refunds to the extent that they are presented to ONERWAY and ONERWAY is not in funds to pay these.

7.3 Merchant will not provide a cash Refund to a Buyer where the Transaction the subject of the Refund was a Card related Transaction, unless required to do so pursuant to Law nor in any circumstances accept cash or any other compensation for effecting a Refund.

7.4 Merchant will only effect a Refund to a Buyer in respect of goods and/or services Merchant has actually sold and/or agreed to supply and using the payment method used by the Buyer in respect of that Transaction.

8.Pre-dispute Management

ONERWAY may utilize certain pre-dispute management tools to reduce losses related to Chargeback and Fine, such tool may be mandatorily initiated if: 1) the Chargeback rate reaches Level 1; 2) the risk profile of Merchant requires so. Such pre-dispute management tool, including without limitation RDA and Ethoca, will incur certain fees and costs as specified in the Pricing Schedule.

9.Chargeback and Fine

9.1 Each Chargeback and Fine shall represent a debt immediately due and payable by Merchant to ONERWAY on demand, notwithstanding any termination of this Agreement or the Acquiring Services. Unless otherwise agreed, each Chargeback will be charged to Merchant in the currency in which ONERWAY is required to pay the Chargeback.

9.2 For the avoidance of doubt, any fine, or similar charge of any nature which a Card Scheme levies on Merchant or ONERWAY at any time, directly or indirectly in respect of the Acquiring Services shall also represent a debt to ONERWAY.

9.3 Merchant agrees that the relevant Card Scheme's decision regarding the validity and value of any Chargeback and/or Fine will be final and binding and ONERWAY will not be obliged to investigate or defend the validity and or value of any Chargeback or Fine. It is Merchant's responsibility in the case of a disputed Chargeback or Fine, to provide to ONERWAY such evidence as ONERWAY, the Card Scheme or the Card Issuer may reasonably require both to investigate the disputed Chargeback or Fine and to prove that the underlying Transaction was authorised by the Buyer.

9.4 Merchant shall keep all evidence related to Transactions. Such evidence shall include at least the order number, the name of the Cardholder, the transaction date, the transaction amount, the content of the purchased goods or services, the delivery address, written confirmation recognizing the receipt of goods or services, etc. Information of all transactions shall be kept for at least 24 months.

9.5 Unless otherwise agreed, each Chargeback and Fine will be charged to Merchant in the currency in which ONERWAY is required to pay the Chargeback or Fine. The Fees for handling each Chargeback are payable upon the earlier to occur of the receipt by ONERWAY of: (a) a Chargeback; and (b) a request for information from a Card Scheme in relation to a potential Chargeback irrespective of whether the Chargeback subsequently occurs.

9.6 Chargeback fees

Chargeback Fee shall be charged to Merchant per the standard below:

-If the monthly Chargeback assessment level reaches Level 2, the Chargeback fee for that month is calculated at $35 per transaction;

-If the monthly Chargeback assessment level reaches Level 3, the Chargeback fee for that month is calculated at $45 per transaction;

-If the monthly Chargeback assessment level reaches Level 4, the Chargeback fee for that month is calculated at $100 per transaction (and transaction gateway will be terminated);

-If the Chargeback assessment level reaches Level 2 for 2 consecutive months, the Chargeback fee for the second month is calculated at $45 per transaction;

-If the Chargeback assessment level reaches Level 3 for 2 consecutive months, the Chargeback fee for the second month is calculated at $100 per transaction (and transaction gateway will be terminated);

-The Chargeback assessment level reaches level 2 for 3 consecutive months, and the Chargeback fee for the third month is calculated at $100 per transaction (and transaction gateway will be terminated).

-During the existence hereof, if Chargeback or counterfeiting of Merchant reaches the Early Warning or Standard Program of Card Schemes or banks, ONERWAY reserves the right to implement relevant security measures in accordance with its regulations.

-If Chargeback or counterfeiting of Merchant exceeds the Early Warning standards set by the Card Scheme or acquiring bank, ONERWAY reserves the right to adjust Chargeback fee, Rolling Reserve ratio, Rolling Period, settlement delay, settlement frequency, etc. Merchant agrees that if the Chargeback and counterfeiting assessment standard of Card Scheme and acquiring bank changes during the validity period hereof, the latest regulations shall be adopted as the implementation standard.

10.PCI DSS and Data

10.1 Merchant and ONERWAY will each comply with all PCI DSS rules, regulations and/or standards as required of them respectively, directly or indirectly, by the Card Schemes.

10.2 ONERWAY may charge Merchant an annual management fee for administering the system through which the Merchant reports its PCI DSS compliance status and an additional administrative PCI DSS non-compliance fee for each month in which Merchant is not compliant with the relevant rules, regulations and/or standards of the PCI DSS , which Fees Merchant will pay in accordance with this Agreement.

10.3 Merchant represents, warrants and undertakes that no security breach relating to Transaction Data processed by or on behalf of Merchant has occurred before, and remains unremedied on, the date on which this Agreement was signed by the Parties. If Merchant breaches the foregoing representation, warranty and undertaking, Merchant acknowledges and agrees that ONERWAY may suspend the Services and/or take such other steps as ONERWAY, any Regulatory Authority or any Card Scheme reasonably considers necessary to remedy the breach.

10.4 Merchant will not "store" (as such term is used in the PCI DSS standards), at any time: (a) a Card's verification value in the Card's magnetic stripe, on the Card, in or next to its signature panel, or in the Card's magnetic stripe image in a chip application; (b) a PIN verification value in a Card's magnetic stripe; (c) the full contents of any track from a Card's magnetic stripe (on the Card, in a chip or elsewhere); or (d) any other data (including any Sensitive Authentication Data) that any of the Card Schemes mandate from time to time as data that cannot be stored.

10.5 Merchant must notify ONERWAY of all third parties who have access to Cardholder data on behalf of Merchant (i.e., store, process or otherwise transmit Cardholder data). Merchant acknowledges such third parties are required by the Card Schemes to be registered, and Merchant shall cooperate with ONERWAY in completing such registration and be responsible for all fees imposed by the Card Schemes in connection therewith. Merchant shall notify ONERWAY immediately if it becomes aware of or suspects any security breach relating to Transaction Data and shall also (and without prejudice to any other remedy ONERWAY have in respect thereof) immediately identify and resolve the cause of such security breach and take any steps that ONERWAY may require of Merchant to do so, including the procurement (at Merchant’s cost) of forensic reports from third parties recommended by ONERWAY.

10.6 Subject to the requirements of the PCI DSS, Merchant will retain legible copies of all Transaction Data for a minimum period of twenty-four (24) months from the date of the relevant Transaction, Chargeback to which it re lates.

10.7 Merchant will provide ONERWAY with copies of such Transaction Data relating to any Transaction or Chargeback as ONERWAY may request, in each case in such format as specified by ONERWAY and within ten (10) days of such request.

11.Suspension and Termination

Subject to other paragraphs of this Agreement, ONERWAY may terminate or suspend Services under this Agreement in whole or part by written notice to Merchant: (1); upon a material positive or negative fluctuation month-on-month in Merchant’s Transaction volumes or the average value of its Transactions or the occurrence of such other event as may give rise in ONERWAY’s discretion to a significant increase in its risk profile; (2) if ONERWAY considers in its sole and absolute discretion that the total value of Refunds, Chargebacks and/or declined Transactions is excessive relative to expected volume;(3) if Merchant conducts any breach of this Agreement; (4) if so required by Laws or Card Scheme.

12.Reserve

12.1 Merchant agrees that the fixed reserve or rolling reserve (“Fixed Reserve” or “Rolling Reserve”) shall be retained by ONERWAY in order to be used to cover for potential Refunds, Chargebacks, Fines, paid but not yet fully delivered Merchant products and services and other potential financial obligations of Merchant towards ONERWAY, Acquirers and Card Scheme. Specific terms and conditions shall be referred to the Fee Schedule.

12.2 Fixed Reserve: ONERWAY may require Merchant to make up the Fixed Reserve within specified timeline if the fixed Reserve is below certain level, otherwise, ONERWAY may suspend the Services. Merchant hereby authorizes the ONERWAY to withhold the Fixed Reserve from the ONERWAY Customer Payment Account.

12.3 Rolling Reserve: ONERWAY calculates and deducts the Rolling Reserve at a certain percentage (“Rolling Reserve Rate”) of Merchant’s successful transaction amount and withholds the Rolling Reserve. However, ONERWAY, at its sole discretion, may change the Rolling Reserve Rate and/or the terms of Merchant Reserve based on Merchant’s payment processing history immediately upon a written notification to Merchant. Merchant agrees that it is not entitled to any interest on the Reserve.

12.4 Upon the expiration of the Rolling period, ONERWAY may in its sole discretion at any time and without prior notice draw and receive amounts as required to cover any amounts owed to ONERWAY and/or the Card Schemes/Banks which cannot be deducted from Settlement due to a lack of funds or otherwise, and returned the rest remaining to the designed account of Merchant on the first transfer date in accordance with the provisions hereof.

12.5 Upon termination of the Service or Agreement, the Reserve will be released by ONERWAY to Merchant by batch, taking into account the decreased risk on processed Transactions and other Merchant liabilities, until the entire Reserve is released and all obligations and liabilities of Merchant towards ONERWAY have been fulfilled. Generally, an Reserve will be fully released to Merchant approximately six (6) months following the effective date termination of the Agreement or the date that ONERWAY stops processing for Merchant, as applicable, unless specific potential liabilities of Merchant remain at that point in time.

12.6 ONERWAY shall have the absolute right to adjust the amount and proportion of the above-mentioned Rolling Reserve in its sole discretion at any time, immediately with prior notice, due to the change of Merchant’s trading volume and risk degree. If additional Reserve is higher than the before, Merchant shall make up the Reserve in full within the time specified by ONERWAY after receiving notification from ONERWAY. Otherwise ONERWAY shall reserves the right to suspend Services for ONERWAY.

12.7 ONERWAY shall reserve the right to suspend services for Merchant if the Chargeback rate of Merchant reaches an abnormal level, and Merchant shall submit all transaction documents and other relevant evidentiary materials required by ONERWAY or this Agreement within five (5) working days to eliminate such abnormal Chargeback rate. ONERWAY shall have the right to choose to continue to provide Service to Merchant or terminate this Agreement.

12.8 Merchant does not have any income rights (including but not limited to interest) in the Reserve retained by ONERWAY.

13.Indemnity

Without prejudice and in addition to the indemnity paragraph of the Agreement Merchant hereby indemnifies (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any losses ONERWAY suffers or incurs as a result of, or in connection with any Transaction, or other matters hereunder.

SCHEDULE 2 ALTERNATIVE PAYMENT SERVICES(APM)

1.Definitions

Below capitalised terms and expressions shall have the following meanings (unless the context otherwise requires):

1.1Alternative Acquiring Services means the processing of an authorised instruction from Merchant to ONERWAY requesting any Outward Payment, as well as the receipt and disbursement of related funds between Merchant and a third party using an Alternative Payment Method.

1.2 Alternative Payment Method means the payment methods that can be used by Merchant as an alternative to a Card payment as agreed by Parties in Schedule 6 - Fee Schedule.

1.3 Alternative Payment Provider means a provider of a payment method which can be used by Merchant as an alternative to a Card payment.

1.4 Inward Payment means funds received into a ONERWAY bank account, either originating from a Buyer or Merchant, with a reference identifying Merchant as the intended recipient and beneficiary;

1.5 Outward Payment means a payment transaction whereby ONERWAY transfers funds (which may be net of any applicable third party bank charges) from the ONERWAY Customer Alternative Payments Account to the designated bank account of Merchant or a third party in accordance with Merchant’s Authorised Instruction.

1.6 ONERWAY Customer Alternative Payments Account means an account in which ONERWAY holds Inward Payments in accordance with Law.

2.Provision of Alternative Acquiring Services

ONERWAY will provide the Alternative Acquiring Services per this Agreement and other Laws or Rules. Merchant acknowledges that successful Authorisation does not guarantee payment from the Cardholder.

3.Transactions

3.1 Merchant shall comply with relevant Merchant operating instructions as may be made by ONERWAY from time to time, to the extent complying with Laws.

3.2 Merchant shall display on its website, or such media, interface, or venue, where the Transaction is accepted, all applicable Alternative Payment Method identification according to applicable Rules;

3.3 Merchant only accept Transactions aligning with Merchant's business as set out in the Application Form and are in accordance with Law;

3.4 Merchant shall, as may be requested by ONERWAY, provide necessary information and materials for purpose of this Agreement, including URL relating to goods/services provided by Merchant.

3.5 Merchant shall assist in handling any claim or query raised by a third party in relation to the Services or any Transaction or Chargeback, etc.

4.Information Disclosure to Customer

Merchant shall disclose the following to its customer through its website or other media where the Transaction is accepted:

4.1 Merchant identification information (registered name, trading name, etc.) so that the customer may identify Merchant as the Transaction counterparty;

4.2 Accurate, true and complete information about the goods and service Merchant provide, and corresponding compliant procedure (including contacts information for customer service);

4.3 Any charge acquired from the customer, including specific date, currency, amount, and other necessary information; and

4.4 Terms and conditions relating to the goods/service provided by Merchant.

5.Inward Payments and Outward Payments

5.1 ONERWAY will credit Merchant Data Account with the value of any funds received into a ONERWAY bank account, either originating from a customer or Merchant, with a reference identifying Merchant as the intended recipient and beneficiary.

5.2 The submission of an Authorised Instruction constitutes Merchant’s irrevocable consent and authorisation to execute the relevant Outward Payment. Following receipt of an Authorised Instruction, ONERWAY will only execute the relevant Outward Payment provided that sufficient funds are available in the ONERWAY Customer Alternative Payments Account for the completion of the relevant transaction and the payment of the applicable Fees. Merchant shall not be entitled to receive any interest in respect of funds held in a Merchant Alternative Payments Account. The aforesaid Outward Payment shall mean a payment transaction whereby ONERWAY transfers funds (which may be net of any applicable third party bank charges) from Merchant Alternative Payments Account to the designated bank account of Merchant or a third party in accordance with Merchant’s Authorised Instruction.

5.3 ONERWAY may withhold, set-off and/or defer payment of any amounts it owes and/or holds on behalf of Merchant hereunder (a) until Merchant's liabilities ONERWAY hereunder have been discharged; or (b) in respect of reasonably expected disputed payments.

5.4 ONERWAY may debit an Inward Payment from Merchant Data Account and return the value to the sender (and if sufficient funds are not available, Merchant must reimburse ONERWAY on demand); and/or (b) refuse to execute an Outward Payment if ONERWAY reasonably believes that a Transaction or Payment may be fraudulent or otherwise contrary to Law, or if otherwise instructed by the relevant Alternative Payment Provider or bank associated with the relevant Transaction or Payment or any competent court, regulator or law enforcement agency.

5.5 Any Fine, or similar charge of any nature which an Alternative Payment Provider levies on Merchant or ONERWAY at any time, directly or indirectly in respect of Services shall represent a debt immediately due and payable by Merchant to ONERWAY on demand, notwithstanding any termination of this Agreement or the Alternative Acquiring Services.

6.Refunds, Chargeback and Fine

6.1 Under any circumstance where Refunds, Chargeback, or Fine is applicable to certain APM method, relevant Paragraphs in SCHEDULE 1 shall apply, including without limitation paragraph 7, 8 and paragraph 11.

6.2ONERWAY may require the Reserve if so required by relevant APM service provider. Specific Reserve will be specified in the Fee Schedule.

7.Suspension and Termination

7.1 Subject to other paragraphs of this Agreement, ONERWAY may terminate or suspend Services under this Agreement in whole or part by written notice to Merchant: (1); upon a material positive or negative fluctuation month-on-month in Merchant's Payment volumes or the average value of such Payments or the occurrence of such other event as may give rise in ONERWAY’s sole discretion to a significant increase in its risk profile; (2) if Merchant conducts any breach of this Agreement; (3) if so required by Alternative Payment Provider.

7.2 Without prejudice to paragraph 5.2, the following paragraphs shall survive the termination of this Agreement: paragraph 2.4, 6.

8.Indemnity

Without prejudice and in addition to the indemnity paragraph of the Agreement Merchant hereby indemnifies (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any losses ONERWAY suffers or incurs as a result of, or in connection with any Transaction, or other matters hereunder.

SCHEDULE 3 GATEWAY SERVICES

1.Definitions

1.1 Authorisation means that the Authorisation Request has been authorised, and in case of a Card related Transaction, means relevant amount has been deducted from the Cardholder’s spending limit;

1.2 Authorisation Request means the submission by Merchant to the relevant Acquirer or Alternative Payment Provider via the Gateway Service of Transaction Data for the purposes of validating a payment in respect of a Transaction;

1.3 Capture Request means the submission by the Merchant to the relevant Acquirer or Alternative Payment Provider via the Gateway Service of Transaction Data after receipt of an Authorisation for the purposes of executing a payment instruction in respect of a Transaction;

1.4 Gateway Services means the provision of an online portal supports the processing of Authorisation Requests and Capture Requests over the internet.

2. Provision of Gateway Services

2.1 ONERWAY hereby grants to Merchant a limited, non-exclusive, non-transferable, non-sublicenseable right to access and use the Gateway Service, including related technology such as portal, interfaces, and other online tools in accordance with the applicable specifications and documentation provided by or available from ONERWAY from time-to-time. Merchant acknowledges and agrees that, such Gateway Services may be provided directly by ONERWAY or through any third-party service provider controlled or contracted with ONERWAY, including software provider, hardware provider, or other third party which may capture, hold, host, access, store, or transmit any transaction, payment, or personally identifiable data or information. By accepting ONERWAY’s Gateway Services, Merchant gives implied consent to be bind by and comply with relevant terms and conditions of the aforesaid third party service provider.

2.2 Upon receipt of an Authorisation Request or Capture Request, ONERWAY will forward such request to the relevant Acquirer or Alternative Payment Provider.

2.3 If a third party acquirer or alternative payment provider requires that Merchant to be accepted by it before payment instructions processing, Merchant shall cooperate with relevant obligations, including providing such third party with requested information, etc. If Merchant is not accepted and/or if relevant connection number (where applicable) is not granted to Merchant by the third party acquirer or alternative payment provider, ONERWAY will not provide the specific payment method offered by such third party to Merchant. ONERWAY is not responsible for the above decision of the third party.

2.4 ONERWAY will not be liable for any failure of a third party acquirer or Alternative Payment Provider to effect payment in respect of a Transaction including the settlement of any proceeds.

3.Service Updates

ONERWAY may release new or modified versions of its Services from time-to-time without notice to Merchant, as determined by ONERWAY in its sole discretion. These updates and releases may include, without limitation, additional features, removal of existing features, functionality modifications, security updates, modifications necessary to cause the Services to comply with Laws and Rules, modifications to the API and integration methods, changes to the user interface, content enhancements, and/or other modifications. If Merchant uses the API or developer frameworks provided by ONERWAY and an updated version of these has been released, Merchant shall promptly, but in all cases within two (2) months, update to the latest version of the API or developer framework. If Merchant is using a third-party service provider, Merchant is solely responsible for ensuring that such third-party service provider promptly, but in all cases within two (2) months, updates to the latest version of the API or developer framework. ONERWAY will have no liability for any losses, damages, Service failures, settlement issues, improper data routing, improper transaction approval, improper transaction rejection, or other errors or failures resulting from the failure of Merchant or third-party service provider to update its hardware, software, procedures, or other operations in accordance with the latest version of the API or developer framework, and Merchant assumes all such risk and liability.

4.Data

4.1 Merchant shall provide ONERWAY with copies of such Transaction Data relating to any Transaction or disputed Transaction as ONERWAY may request, in each case in such format as specified by ONERWAY and within ten (10) days of such request.

4.2 By signing this Agreement, Merchant hereby acknowledges and agree that ONERWAY will collect, retain, use and share information and data collected from Merchant and customers in accordance with ONERWAY’s then current privacy policies.

4.3 Merchant understands that Payment Gateway may collect and hold personal or non-public information about Merchant and customers, including but not limited to: name, address, telephone number, e-mail address, payment data (“Data”) for the purpose of considering eligibility for the gateway services and for the purpose of providing Merchant and Merchant’s customers with ONERWAY. Merchant also understand and agree that ONERWAY, its subsidiaries, Affiliate Partners, third party service providers, may transfer Data among themselves as necessary for the purpose of the provision and management of the Payment Gateway Services and that ONERWAY may further transfer Data (i) with non-affiliated entities that assist ONERWAY in providing Services; (ii) with companies that provide support services to ONERWAY; or (iii) as otherwise provided by law.ONERWAY does not warrant that Data and Transaction data will be transported without unauthorized interception or modification or that data or transaction data will not be accessed or compromised by any unauthorized third parties.

5.Refunds, Chargeback and Fine

5.1 Under any circumstance where Refunds, Chargeback, or Fine is applicable, relevant Paragraphs in SCHEDULE 1 shall apply, including without limitation paragraph 7, 8, 9 and paragraph 12.

5.2 ONERWAY may require the Reserve. Specific Reserve will be specified in the Fee Schedule.

6.Indemnification

Without prejudice and in addition to any other rights and remedies available to ONERWAY under this Agreement, Merchant hereby indemnifies (and will keep indemnified) on demand, defends and holds harmless ONERWAY from and against any ,losses ONERWAY suffers or incurs as a result of, or in connection with any Transaction or disputed Transaction.

7.Survival

The following paragraphs of this Schedule will continue to be enforceable notwithstanding termination of this Agreement: 4, 5 and 6.

SCHEDULE 4 FRAUD & RISK MANAGEMENT AND OTHER PRODUCTS

1. Provision of the Fraud and Risk Management Service

1.1 As required by Merchant, ONERWAY will provide the Fraud Management Service (together the "Fraud and Risk Management Services ") and other products, if available from ONERWAY, in accordance with the terms of this Agreement.

1.2 Merchant shall pay for such Fraud and Risk Management Service according to the Fee Schedule.

2. Indemnification

Merchant hereby indemnifies and keeps indemnified ONERWAY from and against any Losses which ONERWAY suffers or incurs as a result of, or in connection with any Claim brought against ONERWAY by a third party as a result of, or in connection with, any breach by Merchant .

3. Limitation of liability

Merchant acknowledges that the fraud & risk management service and other services provided by third parties (together as “TP Services”) wcill be reliant upon third parties. Accordingly, Merchant agrees that ONERWAY has no liability to Merchant whatsoever for any total or partial unavailability of the TP Services caused by such a third party and further agrees that TP Service provided by third party shall be provided "as is" without warranties or representations of any kind, either express or implied, including any warranties or representations of satisfactory quality, fitness for a particular purpose. ONERWAY does not assume, and expressly disclaims, any liability to any person or entity for Claims or Losses caused by errors or omissions in such TP Service, whether such errors or omissions result from negligence, accident or other cause and Merchant unconditionally and irrevocably waives any Claims, rights and remedies which it might otherwise have had against ONERWAY in relation thereto.

4.Survival

The following paragraphs of this Schedule will continue to be enforceable notwithstanding termination of this Agreement: paragraph 2 and 3.

SCHEDULE 5 SERVICE LEVEL

1.Definitions

1.1 In this Service Level Schedule, the following capitalised terms and expressions will have the following meanings (unless the context otherwise requires).

"Nominated Contacts": Merchant’s designated support coordinator(s) who is/are knowledgeable in the use of the Gateway Services, and who shall serve as the primary point of contact between the Parties for the communication and co-ordination of support;

"Office Hours": 09:00 to 23:00 in UK on a business day;

“Reporting Period” : a calendar month;

"Scheduled Downtime": the amount of time in any Reporting Period during which the applicable service is not available as a result of maintenance activities, as further detailed below;

"Service Credits": the amount that ONERWAY shall pay to Merchant if ONERWAY fails to achieve the applicable Target Uptime for any Reporting Period;

"Target Uptime": has the meaning set out in paragraph 2.1;

"Transaction Processing": the availability of the ONERWAY Platform to process Transactions and provide a response back on payment acceptance to Merchant;

"Transaction Processing Service Issue": any verifiable and reproducible failure of the ONERWAY Platform to enable Merchant to undertake Transaction Processing;

"Uptime": the amount of time in any Reporting Period that the ONERWAY Platform is available to undertake Transaction Processing. When expressed as a percentage it means the amount of Uptime divided by the total time in any Reporting Period, multiplied by 100; and

"ONERWAY Platform": (as applicable to Merchant), relevant ONERWAY platform for purpose of Services.

1.2 Any capitalised terms not defined above will have the meanings given in this Schedule.

2.Service Availability

2.1 Subject to paragraph 4.2, ONERWAY aims to provide at least 99.9% Uptime for each Reporting Period (the "Target Uptime ").

3.Support

3.1 Merchant shall have access to ONERWAY’s support help desk if Merchant suffers a Transaction Processing Service Issue. Only Nominated Contacts may contact the help desk and ONERWAY will not be responsible for accepting any contacts from Buyers.

3.2 If Merchant suffers a Transaction Processing Service Issue, it should contact ONERWAY immediately either by phone, email, WeChat group or other means agreed by Parties. For Severity 1 issues only, contact at weekends MUST be made by telephone, email, or WeChat group to Merchant as notified by ONERWAY from time to time.

Table A: Contact Details

3.3 ONERWAY will determine whether or not the Transaction Processing Service Issue is directly concerned with the ONERWAY Platform, and classify the Severity Level classification in line with the definitions in Table B. ONERWAY will use its reasonable endeavours to remedy the Transaction Processing Service Issue within the associated timescale.

Table B: Severity Classifications

3.4 A resolution of a Transaction Processing Service Issue may be provided either through a fix or a work-around or a determination of approach.

3.5 ONERWAY operates against Transaction Processing Service Issue target response and resolution levels of 98% within the associated target time.

4.System Monitoring and Maintenance

4.1 ONERWAY will monitor and maintain its payment server and systems twenty -four hours a day, three hundred and sixty-five days a year, from its networks operations centre. Such monitoring shall include, without limitation, the monitoring (whether by way of automated or manual process) of hardware, CPU utilisation levels, storage utilisation, network utilisation, certain application level criteria and on-going automated observations to manual checkpoints performed by ONERWAY.

4.2 The calculation of Uptime will not include any Scheduled Downtime or any unavailability of Transaction Processing capability where such non-availability is caused in whole or in part by:

(a)any act, error or omission of Merchant, Merchant’s affiliates or Merchant’s contractors;

(b)the failure or non-occurrence of a responsibility of Merchant (including without limitation the failure of Merchant, Merchant’s group companies or Merchant’s contractors to implement any remedial action proposed by ONERWAY, including without limitation any system updates);

(c)the occurrence of an event of force majeure including without limitation any third-party service provider or network service provider, external payment processor or external payment network, failure of a utility service or failures of the Internet; or

(d)such other matters in respect of which ONERWAY is entitled to relief under any other paragraph hereunder.

4.3 ONERWAY shall use all reasonable endeavours to carry out any Scheduled Downtime between 13:00 and 17:00 on Monday (UK time).

SCHEDULE 6 PROHIBITED AND RESTRICTED PRODUCT LIST