1. Important Information
1.1 You acknowledge that you and your use of the PingPong Services shall be subject to all mandatory provisions of the Applicable
Laws. You hereby acknowledge that you are acting in your professional or business capacity, and that you are not entering into this
Agreement nor will use the PingPong Services as a Consumer. You shall solely be responsible for understanding and complying with any
and all laws, rules and regulations of your home country and the Account Jurisdiction that may be applicable to you in connection
with your use of the PingPong Services, which shall include, without limitation, laws governing payment services, anti-money
laundering or anti-terrorist financing requirements, consumer protection, data protection laws, anti-discrimination, gambling, false
advertising, illegal sale or purchase or exchange of any goods or services, and those related to export/import activity, taxes or
foreign currency exchange or licensing.
1.2 Our obligations under this Agreement shall be conditional on our acceptance of you as a Customer at our sole discretion. Please
specifically refer to Section 5 for Customer registration requirements and Section 12 for Customer Obligations and Warranties for
details.
1.3 The PingPong Services do not offer any feature or benefit of a bank account. PingPong is neither a bank nor a credit
institution, and we are not permitted to pay interest to you on Funds held in the Payment Account. The PingPong Account shall in no
event take any deposit from you. Please see Section 4 for details.
1.4 We may at any time close, suspend or limit your access to your use of the PingPong Services if we suspect that you may have
committed any breach to this Agreement or any other agreement you enter into with us or pursuant to any proprietary monitoring used
by PingPong when assessing the risk associated with your transaction activity. Please see Section 10 for details. We may also limit
your access to Funds per the instructions of law enforcement or our regulators or when we consider necessary and appropriate.
1.5 We may close your PingPong Account if your account becomes inactive. Please see Section 11 for details.
1.6 Protecting your privacy is very important to us. Please review our Privacy Policy and Cookies Policy in order to better
understand our commitment to maintaining your privacy, as well as our use and disclosure of your Information. You shall only enter
into this Agreement if you fully understand and agree to be bound by the Privacy Policy and the Cookies Policy.
2. Definitions
In the context of this Agreement, the following terms shall have the following meaning:
2.1 “Account Jurisdiction” means the jurisdiction where PingPong receives the Fund from the Platform or the sender.
2.2 “Agreement” means these Terms and Conditions, all exhibits, referenced documents, attachments and such other policies and
guidelines, notices, circulars and announcements from time to time issued by us to you, including the Privacy Policy and the Cookies
Policy. 2.3 “Applicable Law(s)” means any law, regulation or generally accepted practices or guidelines in the Account Jurisdiction,
or any other jurisdictions applicable to your use of the PingPong Services, which shall include, without limitation, laws governing
payment services, anti-money laundering or terrorist financing requirements, consumer protection, data protection laws,
anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any goods or services, and those related
to export/import activity, taxes or foreign currency transactions, or licensing. Please further refer to the Jurisdiction Specific
Terms.
2.4 “Approved Payee” means a natural or legal person approved by PingPong as payee of the Funds, which shall include, without
limitation, an European Union Tax Administration, third party service companies, etc. To avoid any doubts, the Approved Payee shall
in no event be a Consumer.
2.5 “Beneficiary Account” means your local beneficiary bank account into which you wish to receive PingPong Balance through the
PingPong Services, as specified by you through your PingPong Account. For the avoidance of doubt, you shall be the sole account
holder of the Beneficiary Account.
2.6 “Business Day” means a calendar day with the exception of Saturdays, Sundays and public holidays in the Account Jurisdiction, on
which the payment infrastructures of the Account Jurisdiction are open and banks carry out their regular business activities.
2.7 “Buyer” means a person or entity that purchases your product or service from you or from a Platform.
2.8 “Consumer” means a natural person, who uses payment services for personal needs outside of his/her business, commercial or
professional needs or activities, or a consumer as defined by the Applicable Law in the Account Jurisdiction. Please further refer
to the Jurisdiction Specific Terms.
2.9 “Customer” or “Merchant” means you, the individual or legal entity who enters into this Agreement and in whose name the PingPong
Account is registered.
2.10 “European Economic Area” or “European Union” means the region made up of the countries which have entered into the European
Economic Area Agreement from time to time.
2.11 “European Union Tax Administration” means any administrative organization within the European Union responsible for collection
of value added tax for a relevant country in the European Union.
2.12 “Fees” are the charges payable by you to us for using the PingPong Services which are more particularly specified in the
PingPong Account held by you.
2.13 “Funds” means the funds beneficially owned by you for conduct of the Transactions.
2.14 “Group Companies” refers to any of the entities specified in Section 3, and any other affiliates or subsidiary companies and/or
holding companies under the PingPong brand which provides all or any part of the PingPong Services described in this Agreement.
2.15 “Inbound Payment(s)” means the funds received in the designated Payment Account from approved Platforms or senders.
2.16 “Jurisdiction Specific Terms” mean the terms set out in Exhibit A that are applicable to your Account Jurisdiction and which
forms part of this Agreement.
2.17 “Outbound Payment(s)” means a payment from the Payment Account to an Approved Payee upon an Outbound Payment Order.
2.18 “Outbound Payment Order(s)” means any instruction by the Customer to PingPong requesting the transfer of funds to an Approved
Payee.
2.19 “Outbound Transaction(s)” means the action, initiated by you, of transferring Funds from you to an Approved Payee pursuant to
the Applicable Laws or your agreement with the Approved Payee from your Payment Account.
2.20 “Payment Account” means a PingPong account designated by PingPong to you that holds your PingPong Balance.
2.21 “PingPong”, “we”, “us” or “our” means the applicable contracting entity as specified in Section 3 hereof.
2.22 “PingPong Account” means your online account where you register for PingPong Services and make ongoing use of the PingPong
Services.
2.23 “PingPong Balance” means the balance of Funds as from time to time shown in your PingPong Account.
2.24 “PingPong Account Credentials” means the Payment Account credentials (bank account number, routing number, IBAN, etc.) provided
to you by us solely for the purpose of using the PingPong Services.
2.25 “PingPong Services” means all payment related services provided by PingPong according to this Agreement, and “PingPong Service”
shall mean any of them.
2.26 “PingPong website” or “Website” means our website available at www.pingpongx.com.
2.27 “Platform” means (i) an e-commerce marketplace or other third party selling platform; (ii) approved by PingPong for use with
PingPong Services; and (iii) where you are a seller of goods or services pursuant to a written agreement between you and the
Platform.
2.28 “Platform Transaction” means the action, initiated by the Platform, of transferring Funds to which you are entitled pursuant to
your agreement with the Platform to your Payment Account.
2.29 “Service Providers” shall include banks, payment service providers, clearing networks and other third-party payment processing
services from time to time used by PingPong in the course of provision of the PingPong Services.
2.30 “Transaction” refers to either (i) a Platform Transaction or (ii) a Withdrawal Transaction ; (iii) an Outbound Transaction.
2.31 “VAT” means value added tax within the European Union or other jurisdictions where value added tax is imposed.
2.32 “Withdrawal Instruction(s)” means, following receipt of Funds through a Platform Transaction, an instruction by a Customer
instructing PingPong to execute a Withdrawal Transaction.
2.33 “Withdrawal Transaction(s)” means, following the action of a Withdrawal Instruction, the payment or transfer of Funds from the
Payment Account to your designated Beneficiary Account or Approved Payee.
3. Contracting Entity, Governing Law and Communication
3.1 “PingPong,” “we,” and “our” in this Agreement refer to the contracting entity listed in the chart below that corresponds to the
Account Jurisdiction associated with your Payment Account. Refer to Exhibit A for further jurisdiction-specific terms related to the
entities below.
3.2 PingPong shall exercise reasonable endeavor to communicate with you in the language(s) that you are familiar with. The languages
currently made available for communication are English, Chinese (Mandarin and Cantonese), French, and Japanese. Notwithstanding the
aforesaid, we reserve the right to communicate with you in English, which will be the prevailing language for PingPong
communications, with all other languages available for convenience only. All communications shall follow the English prevalence rule
specified in this Agreement.
3.3 You may contact Customer Support at any time by sending a message through the contact links on our website(
www.pingpongx.com), via e-mail at service@pingpongx.com, by phone at 400-601-6666 (inside China) or (+86) 0571-8972-2222. You may also contact any
of our affiliate offices via the contact information listed in Section 3.1 above.
3.4 You acknowledge and confirm that PingPong may provide notice or other service related information to you by posting it on the
PingPong website(s) (which shall include, without limitation, in the webpage in your PingPong Account), emailing it to the email
address listed in your PingPong Account, mailing it to the street address listed in your PingPong Account, calling you by phone, or
sending you a “text” / SMS message. You must have internet access and an e-mail account to receive communications and information
relating to PingPong Services. You further confirm that such notices shall be deemed to have received by you upon our issuance to
you or upon publication on the PingPong website(s). You may request a copy of any legally required disclosures (including this
Agreement) from us and we will provide this to you in a form which allows you to store and reproduce the information (for example,
by e-mail).
4. PingPong Service Overview
4.1 PingPong provides you, the Customer with, a payment service that allows you to:
(a) Receive Inbound Payment from approved Platforms or senders to a designated Payment Account;
(b) Withdraw Funds from the Payment Account to your local Beneficiary Account in pursuant to Withdrawal Instruction or this
Agreement;
(c) Initiate Outbound Payment from the Payment Account to an Approved Payee; and
(d) Report transaction data in some circumstances for regulatory compliance purposes as required to receive foreign currency.
4.2 PingPong Services may be subject to certain limits and may not be available in certain jurisdiction, depending on:
(a) the location of you, the Platform and/or senders/originators of Funds;
(b) applicable regulatory requirements in the Account Jurisdiction;
(c) the Jurisdiction Specific Terms applicable to the Account Jurisdiction; and
(d) other similar factors determined by PingPong acting reasonably.
4.3 In order to provide PingPong Services, PingPong may rely on its Group Companies, financial institutions, third party banking
counterparts, and/or payment providers, all of which are regulated institutions and/or comply with the local laws.
4.4 PingPong is not a bank or a credit institution and it does not accept any deposit from you nor pay any interest to you on your
Funds/PingPong Balance. By accepting these Terms and Conditions you acknowledge that PingPong is authorized to retain any interest
that arises with respect to the sum of any Funds held in PingPong’s bank account(s). You further acknowledge that the Payment
Account does not qualify as a deposit account as defined by relevant laws and regulations, and thus Funds held in your PingPong
Account or in the process of Transaction are not insured. However, PingPong shall strictly adhere to applicable requirements that
ensure the liquidity and protection of Funds held on your behalf. PingPong may, at its sole and absolute discretion, settle your
PingPong Balance to your Beneficiary Account if the PingPong Balance is not withdrawn by you for a period from time to time
specified by us in accordance with the Applicable Laws.
4.5 PingPong shall be considered as an independent contractor that provides the PingPong Services to the Customers. PingPong shall
in no event act as a fiduciary, trustee or escrow holder on your behalf. Subject to the specific terms applicable to the Account
Jurisdiction, PingPong shall act solely as an agent for you and/or the Approved Payee in respect of the Funds.
4.6 You shall in no event allow the Platform any right to debit the Payment Account and you shall be liable to PingPong for any
debits made on such account by Platform or any other third party without PingPong’s prior written approval. Your failure to observe
this Section shall be considered to be a material breach of this Agreement and we may terminate this Agreement forthwith without
compensation.
5. Your PingPong Account
5.1 PingPong Accounts. The use of PingPong Services requires your registration of a PingPong Account. Your rights to this Account
are limited by this Agreement. A business or individual engaging in business activities approved by PingPong from time to time may
apply to use the PingPong Services via our PingPong website by registration of a PingPong Account. As part of the application
process, you will need to accept this Agreement (as defined in Section 2.2) and you may further be asked to confirm your acceptance
to other arrangements that we may from time to time offer to you. You agree to provide us with true, accurate and complete
information when you register for a PingPong Account. You will be able to see relevant information in your PingPong Account in
pursuance to the personal data access rights provided under relevant data protection laws.
5.2 Eligibility. To be eligible to open a PingPong Account:
(a) You must have the full legal capacity under the Applicable Laws. If you do not have full legal capacity, you must not register
to use our PingPong Services. Any person who registers as a user or provides his personal information to our PingPong Services
represents that he has full legal capacity under the Applicable Laws.
(b) You must be a business or individual using PingPong Services for business-related and commercial activities only. PingPong
Services are intended to enable payments for business-related and commercial activities and are not intended for personal or
person-to-person use. To have a PingPong Account, you must be doing so in the course of your own business, trade or profession
without representing any third party to register in PingPong and not for domestic or household purposes or as a Consumer. You hereby
acknowledge and represent that at all times while using the PingPong Services you are using our services for business purposes, and
that you are not a Consumer for the purpose of the application of the Applicable Laws.
(c) You warrant that you have the full legal capacity to enter into a contract. If you register for the PingPong Services on behalf
of a business or commercial entity, you warrant that you are legally authorized under the business entity's formation documents
and/or under the laws of your home country to agree to this Agreement and you shall supply all such proof to us within three (3)
days from the date of our request.
(d) You must only use the PingPong Services through your PingPong Account for your own business but not on behalf of any other
person or entity, except for certain circumstances, in which we may require written confirmation from the authorised party granting
authority to transact on their behalf and any other documentation we may require to assist us in order to fulfill our compliance
policies. PingPong strictly prohibits impersonating or falsely claiming an affiliation with any person or entity while using
PingPong Services. Your failure to observe this Section shall be considered to be a material breach of this Agreement and we may
terminate this Agreement forthwith without compensation.
5.3 PingPong’s Role. Except for our limited role in facilitating certain aspects of payments in accordance with this Agreement, we
shall in no event be considered to be involved in any underlying transactions between you and the Buyer, the Platform, suppliers,
senders, or the Approved Payee. You authorize us to hold, receive, and disburse Funds in accordance with your Withdrawal
Instructions or Outbound Payment Orders. In this limited capacity, we only act as a service provider but we do not act as a trustee.
We are also neither the Buyer nor the Seller of your products or services and are not a party to the underlying contract. We may use
the services of one or more Group Companies and/or Service Providers to provide the PingPong Services and process Transactions.
Notwithstanding the aforesaid, in the event that we consider necessary and appropriate at our sole discretion, we may request you to
provide evidence of the underlying transactions. You shall provide all such evidence as we reasonably requested within three (3)
days from the date of our request.
5.4 Verification. Your use of PingPong Services is subject to PingPong’s Know Your Customer (“KYC”) and approval processes. We have
the right to request information including, but not limited to, information on your identity, your business, and the shareholders of
the business registering for a PingPong Account. You agree that PingPong may take means to check and verify information you
provided, including through the use of third party intermediaries or databases, as necessary to validate your identity. Such means
may include requests for additional information and documents prior to using or during the use of PingPong Services, including, but
not limited to, documents allowing PingPong to verify the identity of you or your entity’s shareholders, proof of address or
ownership, and additional business-related information or documents. You agree to provide to PingPong within three (3) days any
information required by PingPong for the purpose of complying with its compliance obligations. We shall be entitled to deny your use
or your continued use of the PingPong Services if you fail/refuse to provide the information requested by us under this Section. We
do not, and may in no situation be deemed to provide any tax or legal advice or approval or counsel with respect to Outbound
Payment, their amount and timing, nor with respect to your relationship with a Payee nor an European Union Tax Administration nor
your tax, legal or business status nor situation.
5.5 Account Credentials. For certain approved Platforms, you may request PingPong Account Credentials, which you will provide to
such Platforms from which you wish to receive payment through PingPong Services. Your PingPong Account Credentials shall be unique
to you, and shall be provided to the Platform by you in order to properly receive and transfer Funds on your behalf. You shall
strictly keep the PingPong Account Credentials safe and confidential. You must keep your Credentials secure and you must not
disclose your Credentials to any third party. You shall be solely responsible for all activities conducted by any party using or
accessing your PingPong Account whether such use or access is authorized or not and you shall further indemnify us for all losses of
us in connection therewith.
5.6 Account History. We may make summaries of your PingPong Account activity available to you through the online PingPong Account
portal.
(a) Information regarding settlements of Inbound Payment, Fees, and foreign exchange rates are displayed in the online transactions
history in your PingPong Account. This constitutes a request for confirmation by PingPong to you. You shall proceed to a check over
the transaction information and notify PingPong of any error or reclamation immediately. Your failure to notify PingPong within
three (3) months from the day when the transaction statement was made available to you shall constitute an acceptance by you of the
transaction listed in your PingPong Account.
(b) Except as required by the Applicable Laws, you shall solely be responsible for (a) compiling and retaining permanent records of
all transactions and other data associated with your PingPong Account and your use of the PingPong Services, and (b) checking all
payment activity to and from your PingPong Account to ensure no unauthorized behavior has occurred. Except as required by the
Applicable Laws, upon the termination of this Agreement for any reason, PingPong shall in no event be under any obligation to store,
retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with
your PingPong Account or any transactions submitted by you through the PingPong Services.
5.7 Processing and Rejections. We will process a Transaction that we deem to be properly sourced and authorized. You acknowledge and
accept that PingPong may, at any time, reject or limit payments at our sole discretion, or suspend access to a PingPong Account, for
reasons related to the requirements of any Applicable Laws, instructions by regulator, internal compliance and risk management
policies of PingPong. You are informed that a Transaction carried out within the framework of this Agreement may be subject to the
national financial intelligence unit’s right to disclosure. You may, to the extent permitted by the Applicable Laws, access all of
the information disclosed, provided this right to access does not undermine the purpose of the fight against money laundering or
terrorist financing, where this data concerns you. No prosecutions or civil liability actions can be brought or any professional
sanction taken against PingPong, its managers or employees who have reported their suspicions in good faith to the relevant
authorities.
5.8 Restricted Use. You agree that in connection with your use of PingPong Services, you will not:
· commit any breach of this Agreement, Privacy Policies and any other agreements that apply to you;
· violate any Applicable Law and any laws or regulations of the country where you manufacture, purchase, store or sell your products
or provide services;
· engaged in unlawful businesses or activities;
· infringe or misappropriate the intellectual property rights or rights of publicity or privacy of PingPong or any third party;
· Sell counterfeit goods;
· Provide false, inaccurate or misleading information;
· Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us; or
· Send or receive Funds that PingPong reasonably believes to be potentially involve in money laundering, terrorist financing or
other illegal activities.
If PingPong believes that you may have engaged in any of the above Restricted Use, at our sole discretion, we may suspend or
terminate your PingPong Account, or refuse to provide you any PingPong Services in the future. You shall further indemnify us for
all losses of us in connection therewith.
5.9 Court Orders or Regulatory Actions. If PingPong is notified of a court order, regulatory action or equivalent legal or
governmental process, that affects your PingPong Account, we may be required to temporarily or permanently withheld, freeze all or
some portion of the money in your PingPong Account, or even release it to third parties. PingPong will decide, at our sole
discretion, what kind of action is required in such circumstances. Unless the court order, the Applicable Laws, regulatory
requirement or other legal process requires otherwise, we will notify you of these actions to the extent permitted by the Applicable
Laws. PingPong shall in no event under any obligation to contest or appeal any court order or legal process involving you or your
PingPong Account.
5.10 Compliance of Sanctioned Regulations. You understand that PingPong shall comply with all the applicable sanction laws and
regulations (“Sanction Regulations”) enforced by various jurisdiction which shall include, without limitation, the People’s Republic
of China, the Hong Kong SAR of the People’s Republic of China, the United States of America, the United Nations, the European Union
and the United Kingdom. No PingPong Service shall be provided to any individual or entity which (a) prescribed as sanctioned; (b)
subject to any sanctions; (c) violates any Sanction Regulations; and/or (d) violates the internal compliance and risk management
policies of PingPong. Therefore, you shall strictly comply and be bound by the Sanction Regulations and policies of PingPong and
shall not use any PingPong service to engage in any activity which violates or tends to violate the Sanctioned Regulations, which
shall include, without limitation, using PingPong Services to process Funds originating from or shipping to any persons, countries,
organizations and/or other entities prescribed as sanctioned or subject to any sanctions under the Sanction Regulations. Otherwise
PingPong shall be entitled to suspend or terminate all or part of PingPong Services without compensation to you, and you should
indemnify PingPong from all losses arising therefrom (if any).
6. Receiving Payments
6.1 Only Platforms or senders approved by PingPong may make payments to your PingPong Account for the purposes permitted under the
PingPong Services. PingPong may approve such Platforms or senders at its sole discretion. Inbound Payment that are not approved by
PingPong may be rejected. Any costs and expenses associated with rejected payments shall be borne by you, as applicable. You
represent that the acceptance of Funds through the PingPong Services shall in no event commit any breach of your Agreement with the
Platform.
6.2 PingPong shall allow Funds be received in U.S. Dollars, Canadian Dollars, Euros, British Pounds, Japanese Yen, Singapore
Dollars, Australian Dollars, Mexico Peso, UAE Dirham. PingPong may, at any time at its sole discretion, enable or disable any
currencies. Payment Accounts denominated in these currencies are held with banks established either in the country of origin of the
currency or in another country.
6.3 You may provide your PingPong Account Credentials to the Platforms from whom you wish to receive payment through the PingPong
Services. You acknowledge and confirm that the PingPong Services are not a bank account and you are not permitted to carry out any
activity that falls outside of the scope of the PingPong Services. You agree not to conduct any direct communication with any bank
that is involved in provision of the PingPong Services unless such communication is approved by us in writing. Any direct contact
with a bank or other payment provider regarding the PingPong Services may result in immediate termination of your use of the
PingPong Services.
6.4 PingPong Services will only accept or send Funds via credit or wire transfer networks. PingPong Services do not support cash,
credit card payments or checks for Inbound Payment and Outbound Payment.
6.5 You acknowledge and confirm that the time required for Inbound Payment to reach your Payment Account shall in no event be under
PingPong's control. As an illustration only but not otherwise, payments shall typically arrive at your Payment Account within one
(1) to three (3) Business Days from the date of remittance but there is no guarantee. If an Inbound Payment is not received within
five (5) Business Days from the payment instruction of the relevant Platform, we may initiate an internal investigation on your
behalf upon your request. You shall directly resolve any issues or disputes associated with Platforms and their policies with the
Platform. PingPong shall in no event be under any obligation to resolve such issues or disputes for you.
6.6 PingPong shall use commercially reasonable efforts to inform you of Inbound Payment received to a Payment Account by updating
your PingPong Balance within one (1) Business Day from the date of receipt of the Funds in the Payment Account.
6.7 If requested by Platform or Service Provider, or if PingPong deems it necessary at its sole discretion, PingPong shall provide a
receipt in the name of you, evidencing PingPong's receipt of Funds as instructed by you. You authorize PingPong to provide a copy of
this Agreement as well as Inbound Payment, Outbound Payment information to any Platform or Service Provider that requests
information concerning the Merchant, Inbound Payment or Withdrawal Transaction.
7. Withdrawing Funds
7.1 PingPong Services shall only be applied as business to business services and shall in no event be used as peer-to-peer
transmission functionality. Thus, you may receive Funds in only your Beneficiary Account approved by PingPong. PingPong may refuse
to carry out any Withdrawal Instruction to any Beneficiary Account that is not under your name, or to a bank account that you are
not the beneficial holder.
7.2 After the completion of a Platform Transaction and when your PingPong Balance is positive, you may submit a Withdrawal
Instruction to instruct PingPong to transfer part or all of the PingPong Balance to your Beneficiary Account, net of Fees. The
Withdrawal Instruction must include the following information:
(a) the amount requested in the currency corresponding to the Funds PingPong received from the Platform; and
(b) valid Beneficiary Account details.
7.3 With respect to Beneficiary Account details:
(a) You shall ensure that your Beneficiary Account information is true, accurate and complete. We shall in no event be held
responsible for Funds being sent to the wrong bank account as a result of your provision of untrue, inaccurate or incomplete
Beneficiary Account information. In the event that the payment is rejected due to untrue, inaccurate or incomplete Beneficiary
Account information provided by you, you shall solely be responsible for relevant Fees and PingPong may directly deduct such Fees
from your PingPong Balance. In case of any incorrect or misdirected payment, we shall take reasonable measures to assist you with
tracing and, if reasonably feasible, recovering such payments, but we shall in no event be liable for any payments that cannot be
recovered. All our additional costs in relation thereto shall be borne by you.
(b) You shall ensure that your Beneficiary Account is in good standing and able to receive Funds. If your Beneficiary Account bank
rejects the Withdrawal Transaction from PingPong, Funds will be held with PingPong until a valid Beneficiary Account is provided.
All costs associated thereto shall be borne by you.
(c) PingPong shall be entitled to reject any Beneficiary Accounts that do not comply with PingPong’s compliance requirements and/or
if payments to such Beneficiary Account would violate Applicable Laws. You shall provide other Beneficiary Account so that we can
continue to provide the PingPong Services to you.
7.4 Once you submit a Withdrawal Instruction to PingPong to execute the Withdrawal Transaction and debit the Beneficiary Account
with the amount of the transfer, and all applicable Fees, the withdrawals to your Beneficiary Account shall be irrevocable and you
will not be able to refund the Funds transferred into your Beneficiary Account.
7.5 After receiving the Withdrawal Instruction, PingPong will initiate a Withdrawal Transaction in the amount and currency you
selected, less any Fees. Any Fees charged by the bank of your Beneficiary Account shall be your sole responsibility and PingPong
shall not be liable for such fees.
7.6 PingPong reserves the right to offset from any PingPong Balance any amounts owed to PingPong by you, including, but not limited
to, all Fees payable under this Agreement.
7.7 Withdrawal Instructions received by PingPong will be processed within one (1) to three (3) Business Days at the currency
exchange rate as detailed in Section 9.3 below.
8. Outbound Payments
8.1 You shall ensure that any Outbound Payment Order be accompanied with the following information, if applicable:
(a) the amount and currency under which of the Outbound Payment Order has to be executed;
(b) the name of the relevant Payee;
(c) the international bank account number or, where relevant, the payment account’s details of the relevant Payee; and
(d) any other information required by PingPong to proceed with the Outbound Payment Order, including, without limitation, the
underlying transaction details and documents, which will include any information necessary for PingPong to comply with the
Applicable Laws.
8.2 PingPong may refuse to execute an Outbound Payment Order in case of technical issue or if the information provided by the
Customer is untrue, inaccurate or incomplete. An information as to this refusal shall in such case be available to the Customer on
PingPong Account as long as the relevant Outbound Payment Order will be impossible.
8.3 The time of receipt of an Outbound Payment Order, the time of execution and the value date are determined as follows:
(a) Time of receipt. The time of receipt of an Outbound Payment Order is the time when the Outbound Payment Order is actually
received by PingPong. If the Outbound Payment Order is received by PingPong after the cut-off time (set by the PingPong’s
contracting entity) on a Business Day or in a day which is not a Business Day, the Outbound Payment Order shall be deemed to have
been received on the immediate succeeding Business Day for PingPong’s contracting entity. Once the Outbound Payment Order is
received by PingPong, it shall be irrevocable.
(b) Time of execution. After receipt of an Outbound Payment Order, PingPong shall ensure that the amount of the Outbound Payment is
credited to the payee's bank or payment service provider’s account at the latest by the end of the Business Day immediately
succeeding receipt of the Outbound Payment Order.
(c) Value date. The debit value date for the Customer acting as payer shall be no earlier than the point in time at which the amount
of the Outbound Payment Order is debited from the Payment Account.
(d) The time limits. The time limits prescribed above are usual time limits and apply only subject to the Payment Account Balance
being positive and showing sufficient Funds in order for PingPong to proceed with the requested Outbound Payment Order. For the sake
of clarity, the time may be extended due to practical circumstances which we shall inform you accordingly.
9. Fees
9.1 PingPong shall advise you all Fees that may be charged by PingPong against you through the PingPong Account. Acting reasonably,
and following notice to you, PingPong may from time to time adjust existing Fees or introduce new Fees. You shall pay all Fees as
from time to time adjusted by us and your continued use of the PingPong Services indicates your continued acceptance of the Fees.
When we adjust our Fees, we will publish the updated Fees in your PingPong Account portal and may send you an Email notification (if
required). If you have any questions or are unclear as to any Fees, you should contact PingPong Customer Support.
9.2 Fees payable by you will be deducted from the Payment Account, and will be charged when the Transaction is executed. You hereby
authorize and instruct us to so deduct such Fees.
9.3 Your Transaction may be subject to currency conversions. If the Transaction involves a currency conversion, it will be completed
at the foreign exchange rate at the applicable transaction time as determined by PingPong at our sole and absolute discretion. To
avoid the fluctuation of foreign exchange rate, the foreign exchange rate of each Transaction will be determined when it is
processed. Therefore, subject to the Applicable Laws, the foreign exchange rate prior to the Transaction PingPong provided to you is
for reference only and the actual foreign exchange rate during the Transaction shall prevail. You acknowledge and confirm that you
shall be bound by the applicable exchange rate from time to time.
10. Termination and Suspension
10.1 If you wish to terminate this Agreement or your PingPong Account, you may simply discontinue using the PingPong Services. The
provisions of this Agreement relating to ownership provisions, warranty disclaimers, indemnity and limitations of liability shall
survive termination of this Agreement.
10.2 PingPong may suspend or terminate your access to all or any part of the PingPong Services at any time, with or without cause.
Where possible, we may provide at least seven (7) days’ prior notice by email, unless there are exceptional circumstances, or
regulatory circumstances (including but not limited to court or governmental orders) causing PingPong to take immediate action, such
as where we discover that you have provided false, misleading, untrue, incomplete or inaccurate information or have otherwise acted
dishonestly; (b) you commit a breach of this Agreement or any other agreement you enter into with PingPong; (c) your PingPong
Account has been compromised or for other security reasons; (d) you engage in fraud, money laundering, terrorist financing or other
illegal activities or we reasonably suspect the same; (e) you use PingPong Services illegally or fraudulently in violation of
Applicable Law or we reasonably suspect the same; or (f) there are other grounds that PingPong considers it appropriate. Together
with a termination/suspension notice, we may also provide instructions on how to withdraw remaining Funds, if it is not forbidden by
the Applicable Laws.
10.3 When your PingPong Account is suspended or terminated, any further attempted use of the PingPong Service will result in your
Funds being rejected and returned to the Platform, and may warrant notification to appropriate authorities. You are solely
responsible for any fees incurred in connection with the rejected payments.
11. Inactive Accounts
11.1 Your PingPong Account is deemed to be inactive if:
(a) the Payment Account has no Transactions during a period of twelve (12) consecutive months; and
(b) The Customer to whom the PingPong Account is registered, or its legal representative or authorized person, is not clearly, in
any form whatsoever, participating in PingPong Services.
11.2 Three (3) months prior to reaching inactive status, we will send you an initial notification to your email address on our
records to request action, provide options for keeping your account active, and inform you of the consequences of not responding.
11.3 If you do not respond to our initial notice within three (3) months, and your PingPong Balance is zero, we will automatically
close or freeze your PingPong Account which blocks all Transaction.
11.4 If you do not respond to our initial notice within three (3) months, and your PingPong Balance is positive, we will make
reasonable efforts to contact you with a final notice, after which your Funds will be considered “inactive”. Inactive PingPong
Account may be subject to our charges as from time to time be announced by us, and will continue to be deducted until the balance is
depleted, at which point your PingPong Account will be closed.
11.5 Please contact PingPong Customer Service if you have any questions about remaining Funds in your PingPong Account if it has
been closed pursuant to this section, or if you are the legal representative of an incapacitated or deceased Customer.
12. Customer Obligations and Warranties
12.1 You represent and warrant that you are not acting on behalf of, or for the benefit of, anyone else, unless in case of a natural
person, opening the account for and under the direction of the company or legal person or entity, that employs such a natural
person.
12.2 You hereby undertake, until termination of this Agreement, to communicate promptly to PingPong any change in your business
ownership, shareholding and directorship, business activities, post mail address, email address, phone contact details or any
modification with respect to your account with the Beneficiary Account.
12.3 You shall provide us with all KYC information, business details and documents, transaction data and documents relating to all
transactions relating to any Transaction within three (3) days from the date of our request.
12.4 In the event of a breach of the above provisions, you shall be liable to PingPong for the resulting damages and indemnify
PingPong from any claims of third parties.
13. Complaints
13.1 If you feel that we have not met your expectations in the delivery of our services or if you think we have made a mistake, you
can file a complaint. General complaints can be made to PingPong’s global customer service center by emailing at
service@pingpongx.com or calling at (+86) 400-601-6666.
13.2 Refer to Exhibit A for jurisdiction-specific complaint procedures.
14. Security Use of PingPong Services
14.1 You shall adequately protect your PingPong Account against any loss, theft, misappropriation or unauthorized use of your
PingPong Account by safeguarding all IDs, passwords, and Account Credentials, as well as your computer, mobile phone or other
device.
14.2 You must contact Customer Support (see Section 3.3) immediately if any of following should occur:
(a) You become aware of any loss, theft, misappropriation or unauthorized use of your PingPong Account;
(b) You become aware of any unauthorized or erroneous Withdrawal Instruction or Transaction no later than three (3) months after the
debit/credit date.
14.3 PingPong will provide appropriate means at all times for you to make such notice and shall provide you with the means to prove,
for eighteen (18) months following this notice, that you made such notice.
15. Limitation of Liability
15.1 In no event will PingPong, or its Service Providers, be liable with respect to any subject matter of this Agreement under any
contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages;
(ii) the cost of procurement for substitute services; (iii) for interruption of use or loss or corruption of data; or (iv) for any
amounts that exceed the fees paid by you to PingPong under this Agreement during the twelve (12) month period prior to the cause of
action. PingPong shall have no liability for any failure or delay due to matters beyond its reasonable control.
15.2 In respect of any Inbound Payment, you hereby release the Platform from liability for such payment as of when the Funds related
thereto are actually received by PingPong and not as of that later time when the Funds are settled to you by PingPong.
15.3 Outbound Payment Orders can only be executed if they comply with regulatory standards. PingPong will not be held liable for any
damages which could result from the non-execution or defective execution of an Outbound Payment Order where such non-execution or
defective execution is due to the fact that the Customer provided information which was untrue, inaccurate, incomplete or incorrect.
In the case of paying VAT in European Union, Outbound Payment Orders shall be executed according to the relevant Approved Payee’s
international bank account number (IBAN) provided that such bank account is held with a bank in the European Union (the “Unique
Identifier”). In the case of a discrepancy between the Unique Identifier provided by the Customer and any other information,
PingPong may, without incurring any liability, rely solely on the Unique Identifier. In such case, the Funds under the relevant
Outbound Payment Order transmitted by the Customer will be deemed to have been transferred to the intended beneficiary. If the
Unique Identifier provided by the Customer is incorrect, PingPong will not be held liable for any damages which could result from
the non-execution or defective execution of the Outbound Payment Order so long as PingPong has executed such Outbound Payment Order
in accordance with the indicated Unique Identifier. The Customer will assume sole responsibility thereto and reimburse all costs of
PingPong.
15.4 You acknowledge that PingPong may provide the PingPong Services using facilities provided by banks, payment service providers,
clearing networks and other third-party payment processing services. No commercial agreement exists between the Service Providers
and yourself and each of the Service Providers will accordingly have no direct liability to you.
15.5 We shall not be liable for any underlying sales transactions occurring on the Platform between either you or a Buyer. It is
your responsibility to ensure that you only make payments to or receive payments from persons or entities related to commercial
transactions in compliance with your applicable legal obligations. PingPong has no influence on the underlying process of buying or
selling goods, and no legal relationship with the Platform or Buyers, and will not be made liable to or in respect of any Buyer or
Platform or for the underlying products and/or services being sold or bought, nor for the correct completion of any sale or purchase
of goods or services. You assume exclusive responsibility for your product and your obligations to Buyers and Platforms, and shall
indemnify and hold PingPong harmless from any claim by any of them against PingPong. The sale of counterfeit goods or goods
breaching intellectual property rights can also lead to legal action by rights holders and a potential loss of Funds. If you are in
doubt as to the legality of a transaction you should not continue with your payment.
15.6 You shall solely be responsible for reporting to all applicable government tax authorities all Funds underlying your use of the
PingPong Services and for the payment of any applicable taxes that apply to such payments as well as any other applicable reporting
requirements including, but not limited to, any customs or foreign currency controls. PingPong may request you to provide proof of
payment of taxes as and when it considers necessary and appropriate.
15.7 Neither party shall be held liable or considered to have failed under these rules in case of late or non-performance when their
cause is related to a force majeure situation as defined by the governing law defined in Section 3.
15.8 The maximum liability of PingPong under this Agreement (including any and all claims for breach of this Agreement) for any
single event shall not exceed 5% of the Fees collected by PingPong from you for the 12 months immediately before such event. The
aggregate maximum liability of PingPong under this Agreement (including any and all claims for breach of this Agreement) for all
events shall not exceed 105% of the Fees collected by PingPong from you for the 12 months immediately before such events.
15.9 All of Section 15 of this Agreement shall survive termination hereof.
16. Protection of Your Data
16.1 We will ensure that all your personal information is held in accordance with the data privacy and security provisions of
Applicable Law and our published Privacy Policy. Your use of the PingPong Services is subject to the Privacy Policy which you agree
to as part of these Terms and Conditions. Please make yourself familiar with the Privacy Policy by visiting it on our website.
PingPong in its sole discretion may amend the Privacy Policy by an update on the Privacy Policy page of the PingPong website. You
may review the Privacy Policy at any time by clicking on the Privacy Policy on the PingPong website.
16.2 YOU ACKNOWLEDGE AND AGREE THAT PINGPONG RESERVES THE RIGHT TO ACCESS AND DISCLOSE PERSONAL DATA RELATING TO YOU TO THRID
PARTIES TO COMPLY WITH ALL APPLICABLE LAWS AND LAWFUL REQUESTS FROM GOVERNMENT AND/OR OTHER REGULATORY AUTHORITIES, AND/OR TO
PROVIDE SERVICES OF PINGPONG OR PROTECT PINGPONG, ITS CUSTOMERS AND OTHER USERS.
17. Miscellaneous
17.1 Availability of Agreement. The terms of this Agreement have been made available to you prior to its commencement and remains
available thereafter on our Website. At any time during the contractual relationship, you have a right to receive, on request, the
terms of this Agreement on a durable medium in the languages specified in Section 3.2.
17.2 Changes to Agreement. We are constantly updating the PingPong Services, and that means sometimes we have to change the terms of
this Agreement. PingPong, at its sole discretion, may amend, revise or update this Agreement. Subject to the Jurisdiction Specific
Terms, the changes will come into effect immediately. If we make any material changes, we shall notify you via email or other means.
If you disagree with our changes, then you should stop using the PingPong Services. Your continued use of our PingPong Services will
be subject to the new terms. However, any transaction or dispute that arose before the changes shall be governed by the Agreement
that was in place when the dispute arose.
17.3 Service Providers. PingPong has the right to involve third parties in providing PingPong Services. PingPong may require that
certain processing steps are carried out directly through such third parties, completely or partially, as described in the Privacy
Policy.
17.4 Prevention of Money Laundering and Terrorist Financing. PingPong is subject to Applicable Law regarding the fight against money
laundering and the terrorist financing. As a result, PingPong reserves the right to obtain information from you, including, but not
limited to, information about your identity, business transactions, business relationships, and/or financial information. In
addition, PingPong must take all the steps necessary to identify you and, where appropriate, the beneficial owner of the PingPong
Account and/or any Inbound Payment linked to the PingPong Account. You acknowledge that PingPong may terminate or postpone, at any
time, the use of login details, access to an Account or execution of a transaction in the absence of any sufficient information
about its purpose or nature.
17.5 Severability. Should one or several provisions of these general terms and conditions be or become invalid or prove to be
unenforceable, this shall not affect the validity of the other provisions. In this case, the contracting parties shall replace the
invalid or unenforceable provision by another provision that comes closest to the economically intended purpose. The same applies in
the case of a regulatory gap.
17.6 Indemnification. You shall indemnify PingPong (or its Group Companies and their respective directors, officers, employees,
agents, representatives and authorized persons)(collectively “Indemnified Persons”) for and keep the Indemnified Persons fully and
effectively indemnified against (a) all direct and indirect damages (including, without limitation, accounting, legal and other
professional advisors’ fees) incurred by the Indemnified Persons on an indemnity basis in connection with any breach of the terms
and conditions herein by you and/or the Indemnified Persons’ enforcement thereof; or (b) any claim, proceeding, damages (including,
without limitation, accounting, legal and other professional advisors’ fees) that may arise to be incurred by the Indemnified
Persons in connection with the provision of any of the PingPong Services, whether or not arising from or in connection with your
improper use of such PingPong Services or any damages to the Indemnified Persons (or their respective assets, computer hardware,
devices, facilities or software) as a result of performing such PingPong Services.
17.7 Disclaimer of Warranties. The PingPong Services shall be provided on an “as is” basis. PingPong and its Service Providers
hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability,
fitness for a particular purpose and non-infringement. Neither PingPong nor its Service Providers, makes any warranty that our
Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or
otherwise obtain content or services through, our PingPong Services at your own discretion and risk.
17.8 Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the
jurisdiction specified in Section 3.1 with reference to the Accounts Jurisdiction (“Governing Law Jurisdiction”). Subject to the
Jurisdiction Specific Terms, the parties hereby submit to the non-exclusive jurisdiction of the courts of the Governing Law
Jurisdiction.
