MERCHANT AGREEMENT
THE FLYING TIGER ALIPAY AND WECHAT MARKETING PROGRAMME
1. Definitions and Interpretation
1.1 In this Agreement, and in addition to the defined terms in brackets and bold type in this Agreement, capitalised terms will have the meanings set out in the Schedule.
1.2 In the interpretation of this Agreement:
(a) references to clauses are to those in this Agreement;
(b) references to the Schedule is to that in your Agreement;
(c) the headings to clauses are inserted for convenience only and shall be ignored in interpreting this Agreement;
(d) the word including and other similar words do not imply any limitation;
(e) a person includes any company or body of persons (incorporated or not);
(f) the plural includes the singular and vice versa; and
(g) a reference to a statute includes any legislative instrument or other subordinate legislation made under it and amendments to or replacement of any of them from time to time.
(h) No rule of construction (including the contra proferentem rule) applies to the disadvantage of a Party because that Party (or its relevant advisor) was responsible for the preparation of this Agreement or any part of this Agreement.
2. Entry into this Agreement and Duration
2.1 This Agreement shall become legally effective between the Parties when the Merchant:
(a) clicks or ticks a clickwrap acceptance box via Flying Tiger’s website at www.flyingtiger.co indicating its acceptance of this Agreement;
(b) signs a separate document or form provided by Flying Tiger confirming the Merchant’s entry into this Agreement (which may be signed by electronic means in accordance with Part 4 of the Contract and Commercial Law Act 2017); or
(c) receives a copy of this Agreement from Flying Tiger (which may, for the avoidance of doubt, be sent to the Merchant via email by or on behalf of Flying Tiger) and the Merchant either agrees to it in writing (which may be via email or return email) or by the Merchant using or continuing to use Flying Tiger’s Payment Platform Services and Marketing Platforms after receipt of the Agreement,
whichever occurs earlier in time.
2.2 This Agreement shall commence on and from the Effective Date and continue in force for the Term.
2.3 The Term shall be automatically renewed for successive one-year terms unless either Party gives written notice that they do not wish to renew this Agreement with no less than 30 days' written notice prior to the end of the then-current Term.
3. Pre-Condition
3.1 As a pre-requisite to gaining access to the Marketing Platforms through the Flying Tiger Services, the Merchant must have a valid and legally binding contract with an Offline Acquirer to manage the mobile and online payment transaction process with Users.
4. Marketing Partner
4.1 With effect on and from the Effective Date, the Merchant appoints Flying Tiger as its marketing partner in respect of the Payment Platform Services and Marketing Platforms.
5. Flying Tiger's Obligations
5.1 Flying Tiger shall fulfil the following obligations when providing the Flying Tiger Services in relation to the Marketing Platforms:
(a) Flying Tiger will upload the Merchant’s Marketing Information onto the Marketing Platforms, once Flying Tiger has approved such Marketing Information.
(b) Flying Tiger shall promptly correct, update or supplement any Merchant’s Marketing Information that the Merchant advises is incorrect, inaccurate, incomplete, misleading or otherwise false. The Merchant acknowledges that it is the Merchant's sole responsibility to advise Flying Tiger of any changes to the Merchant's Marking Information and Flying Tiger shall not be liable if there is any error in the Merchant's Marketing Information or if such information is incorrect or out of date.
(c) Flying Tiger shall use reasonable endeavours to work with Alipay, WeChat Pay and the Merchant to respond to or resolve any User or third party complaints or requests that are related to or arise from any Merchant’s Marketing Information or Derived Information.
(d) Flying Tiger shall design and produce promotional coupons to be issued on the Marketing Platforms. Flying Tiger will update the promotional coupons provided on the Marketing Platforms if it knows or is aware, or the Merchant advises in writing, that the information in those coupons is incorrect or inaccurate in order to ensure such coupons remain accurate, complete and up-to-date at all times. The Merchant agrees that it can only update a maximum of one promotional coupon every two weeks (unless Flying Tiger agrees otherwise in writing).
6. The Merchant's Obligations
6.1 The Merchant shall do the following at all times during the Term:
(a) Provide marketing material (including the Merchant's Marketing Information) to Flying Tiger in a prompt and timely manner to allow Flying Tiger to facilitate the Merchant’s marketing on the Marketing Platforms. The Merchant acknowledges and agrees that Flying Tiger shall have no liability in respect of any marketing information provided by the Merchant which is uploaded to the Marketing Platforms.
(b) Co-operate with Flying Tiger to the fullest extent possible in respect of any User or third party complaints or requests that are related to or arise from any Merchant’s Marketing Information or Derived Information.
(c) Not access either the Marketing Platform or any marketing services relating to Alipay and/or WeChat Pay other than through the Flying Tiger Services. Accordingly, the Merchant shall not enter into any marketing cooperation agreement, or agreement with a similar purpose to this Agreement, with any other entity associated with Alipay and/or WeChat Pay.
(d) Use and display Alipay’s and WeChat Pay’s logos and content only for the purpose of indicating acceptance of such payment methods, unless otherwise authorised by Alipay and/or WeChat Pay.
(e) Promptly provide Flying Tiger with accurate information and instructions in respect of any promotional coupons being designed and produced by Flying Tiger. The Merchant must monitor all promotional coupons issued in respect of the Merchant to ensure that such information remains accurate, complete and up-to-date at all times and promptly notify Flying Tiger in writing if the information in any promotional coupon ceases to be accurate, complete and/or up-to-date.
(f) Provide to Flying Tiger accurate and timely information and instructions in relation to promotional coupons to be issued in order to ensure that accurate, complete and up-to-date coupon information is uploaded to the space or banner on the Marketing Platform allocated to the Merchant.
(g) Use its best endeavours to actively monitor the Merchant’s Marketing Information on the Marketing Platforms, including the information in any promotional coupons, and ensure that the Merchant’s Marketing Information remains full, accurate and up-to-date.
(h) Promptly inform Flying Tiger as and when it becomes aware of any inaccuracy in the Merchant’s Marketing Information on the Marketing Platforms.
7. Licence to use the Merchant’s Marketing Information
7.1 For the duration of the Term the Merchant grants to each of Alipay, WeChat Pay and Flying Tiger (severally) a non-exclusive, worldwide, perpetual, non-revocable, sub-licensable, royalty-free right and licence (including in relation to any Intellectual Property) to use, access, store, reproduce, publish, distribute, modify, aggregate with other information, analyse, transmit and otherwise process the Merchant’s Marketing Information in connection with or relating to the Payment Platform Services and Marketing Platforms (the Licence).
8. Intellectual Property in the Merchant’s Marketing Information
8.1 The Merchant acknowledges and agrees that:
(a) Alipay and WeChat Pay shall each own all right, title and interest (including any Intellectual Property) in and to the Derived Information created by such entity, whether obtained or generated prior to, during or after the Term.
(b) Alipay and WeChat Pay may share the results of analysis based on marketing activities on the Marketing Platforms.
(c) Intellectual Property belonging to the Parties or their Affiliates prior to the execution of this Agreement shall remain owned by such Party or Affiliate (as the case may be).
(d) Any Intellectual Property that is produced by or on behalf of Flying Tiger, Alipay or WeChat Pay, or that is derived from the Merchant’s Marketing Information within the scope of cooperation contemplated under this Agreement, shall be the exclusive Intellectual Property of the entity responsible for either producing or commissioning the production of such Intellectual Property.
(e) The Merchant shall co-operate fully and take all steps reasonably necessary to enforce or protect Flying Tiger’s, Alipay’s or WeChat Pay’s rights relating to such Intellectual Property.
9. Representation and Warranties
9.1 Each of the Parties represents and warrants the following:
(a) It has taken all necessary action to authorise the entry into and performance of this Agreement.
(b) It has the power to enter into and perform its obligations under this Agreement.
(c) The signing, delivery and performance of this Agreement does not constitute a breach of any law or obligation by which that Party it is bound and which would prevent it from entering into or performing its obligations under this Agreement.
9.2 In relation to marketing activities on the Marketing Platforms, the Merchant represents and warrants that:
(a) It has full power and obtained all necessary rights, consents and authorisations to grant Flying Tiger, Alipay and WeChat Pay the Licence.
(b) The use of any Merchant's Marketing Information by Flying Tiger, Alipay and/or WeChat Pay will not infringe any third party's intellectual property rights.
(c) The Merchant’s Marketing Information is not misleading, false, defamatory, obscene, unlawful or injurious to any third party and does not constitute, facilitate or promote illegal products, services or activities under applicable laws and regulations.
(d) All components of the Merchant’s Marketing Information, including text, images or other media, is or will be relevant and appropriate to the product or services being offered and the audience viewing the Merchant’s Marketing Information.
(e) The Merchant’s Marketing Information is or will clearly represent the Merchant, its product, services and/or brand that is being advertised or promoted.
(f) The products and services promoted in the Merchant’s Marketing Information match those promoted on the Merchant’s landing page, and the destination site does not offer or link to any prohibited goods or services.
(g) It will not directly or indirectly provide any form of improper benefits to employees or consultants of Flying Tiger or its Affiliates for the conclusion or performance of this Agreement or to obtain more commercial benefits and more preferential treatment as compared to any third party.
9.3 Upon Flying Tiger's request, the Merchant shall provide all reasonable evidence or proof demonstrating its compliance with this Agreement.
10. Use of the Marketing Platforms
10.1 The Merchant acknowledges and agrees the following:
(a) Alipay and WeChat Pay do not use sensitive personal data for promotion targeting, and neither the Merchant nor Flying Tiger shall place any criteria or restrictions on the use of Merchant’s Marketing Information on the Marketing Platforms to target advertisements or promotions to custom audiences or use targeting options to discriminate against any User.
(b) Alipay and WeChat Pay will not be responsible for any obligation or liability whatsoever which is not contemplated within the scope of services in the Master Agreement.
(c) Where the Merchant’s Marketing Information refers to either Alipay or WeChat Pay or either entity’s logo, such content may be used only if it is fully compliant with the Alipay or WeChat Pay branding guidelines (as relevant) as provided to the Merchant by Flying Tiger.
(d) Alipay and/or WeChat Pay may, at their own expense (unless otherwise agreed with Flying Tiger), and by giving three days’ notice to Flying Tiger, provide special offers or discounts to Users in addition to any promotional offer the Merchant is already offering. Flying Tiger will use reasonable endeavours to provide notice of any such special offer or discount to the Merchant within two Business Days of Flying Tiger receiving notice from Alipay or WeChat Pay.
(e) Alipay or WeChat Pay may, in their sole discretion, provide notice of disapproval of any Merchant to Flying Tiger (a Disapproval Notice). The Merchant acknowledges and agrees that, on receipt of a Disapproval Notice in relation to the Merchant, Flying Tiger may prevent and suspend that Merchant from using any of the/the relevant Payment Platform Services or any of the/the relevant Marketing Platform(s).
(f) The Merchant will fully and promptly co-operate with any investigations or requests for information in relation to any violations or potential violations of the Merchant’s obligations under this Agreement.
(g) In no event is Flying Tiger, Alipay or WeChat Pay a party to, or otherwise involved in, the actual transaction or any dispute between a User and the Merchant. The Merchant will be responsible for resolving any such dispute without the assistance of Flying Tiger, Alipay or WeChat Pay unless such entities agree otherwise in writing.
(h) Flying Tiger, Alipay, WeChat Pay and each of those entities’ Affiliates are not responsible and will not be liable for any inaccuracies or misrepresentations in relation to the Merchant’s Marketing Information on a Marketing Platform.
11. Confidentiality
11.1 Each Party agrees to treat as confidential all Confidential Information received from the other Party.
11.2 Neither Party will disclose any Confidential Information of the other, except:
(a) if the other Party provides its written consent to do so;
(b) if, at the time of disclosure such information is in, or subsequently enters, the public domain otherwise than by breach of any duty of confidentiality under this Agreement;
(c) so far as is necessary in order for the Party to perform its obligations under this Agreement, (including if such information must be provided to a Party’s professional advisers, auditors or bankers, in which case disclosure shall only be on a need-to-know basis and only made to persons duly bound to the disclosing party by a duty of confidentiality); or
(d) as required by law or regulations or government authorities and, in the event such disclosure is required by law, the disclosing Party will give the other Party prior notice of such disclosure (except a Party does not need to provide such notice where such Party is not permitted by law to do so).
12. Indemnity
12.1 The Merchant indemnifies Flying Tiger and its Affiliates (Indemnified Parties) against all claims, liabilities, costs, expenses, damages and losses (together, the Losses) suffered or incurred by the Indemnified Parties arising out of or related to the Merchant's non-compliance with this Agreement.
12.2 The indemnity at clause 12.1 shall not apply to the extent of any Losses arising as a direct result of Flying Tiger's gross negligence, wilful default, wilful misconduct or fraud.
13. Suspension
13.1 Flying Tiger may remove any Merchant's Marketing Information from a Marketing Platform if Flying Tiger reasonably considers that the Merchant has breached, or defaulted under, any term of this Agreement.
13.2 The Merchant acknowledges and agrees that Alipay and/or WeChat Pay may terminate or suspend access to the Payment Platform Services, or suspend the listing of the Merchant’s Marketing Information provided to or posted on a Marketing Platform, without notice if it reasonably considers that any breach by Flying Tiger has occurred under the Master Agreement.
14. Termination
14.1 Either Party may terminate this Agreement by giving 90 days prior written notice to the other Party.
14.2 Either Party may terminate this Agreement with immediate effect on providing written notice to the other if:
(a) that other party has materially breached this Agreement and such breach has not been remedied within 10 Business Days of service of a notice by the non-defaulting Party requiring remedy of such breach; or
(b) if the other Party is subject to an Insolvency Event.
14.3 Flying Tiger may (at its sole discretion) terminate this Agreement immediately on providing written notice to the Merchant if either Alipay or WeChat Pay issues a Disapproval Notice in relation to the Merchant.
14.4 The Agreement will terminate immediately on the termination or expiry (for any reason) of the Master Agreement.
14.5 Upon termination of this Agreement, the respective obligations of the Parties set out in this Agreement will cease other than obligations and rights of the Parties under clauses 10, 14, 17, 18 and 22 of this Agreement and those provisions which by their terms are intended to survive.
15. Limitation of Liability
15.1 Flying Tiger’s total aggregate liability in respect of all claims, losses or damages, whether arising in contract, tort (including negligence) or otherwise, under or in connection with this Agreement, shall in no event exceed $5,000.
15.2 Flying Tiger shall not be liable for any indirect, consequential or special loss or damage, whether arising in contract, tort (including negligence) or otherwise under or in connection with this Agreement.
15.3 Notwithstanding any other provision in this Agreement, Flying Tiger shall have no liability to the Merchant for any breach by Flying Tiger of its obligations under this Agreement where such breach arises out of or relates to:
(a) any failure by Alipay and/or WeChat Pay to comply with its obligations under the Master Agreement; or
(b) Alipay and/or WeChat Pay ceasing to provide any Payment Platform Services or its Marketing Platform (for any reason) under the Master Agreement.
16. Exclusion of warranties and Consumer Guarantees Act 1993
16.1 Except as expressly provided in this Agreement all representations or warranties by Flying Tiger (statutory, express or implied), except any which may not lawfully be excluded, are excluded.
16.2 The Merchant acknowledges and agrees that it is acquiring the Flying Tiger Services for the purposes of a business and accordingly the provisions of the Consumer Guarantees Act 1993 will not apply.
17. Force Majeure
17.1 A Party shall not be liable for any breach of this Agreement to the extent such breach is due to a Force Majeure Event, provided that it:
(a) keeps the other party fully informed of the situation;
(b) uses reasonable endeavours to mitigate the effect of the Force Majeure Event; and
(c) resumes full performance as soon as reasonably practicable.
18. Publicity
18.1 The Merchant shall not issue any press release or make any public announcement in relation to this Agreement or the Flying Tiger Services without the prior written consent of Flying Tiger.
19. Notice
19.1 Each notice, consent or other communication under this Agreement (each a notice) shall be in writing and delivered by post or email.
19.2 Each notice shall be delivered at the physical address or email address from time to time designated by that Party in writing to the other Party or, in the absence of any such designation, the addresses shall be those used by a Party with the other Party at the time this Agreement was entered into.
19.3 A notice under this Agreement is deemed to be received if:
(a) delivered personally, when delivered;
(b) posted domestically, three Business Days after the date of posting;
(c) sent by email, on the date and time at which it enters the recipient's information system, as evidenced (if required by the recipient, where delivery is disputed) in a confirmation of delivery report from the sender's information system which indicates that the email was sent to the email address of the recipient,
provided that any notice deemed received after 5.00pm or on a non-Business Day shall be deemed to have been received on the next Business Day.
20. Dispute Resolution
20.1 Subject to clause 20.5, no Party may commence any proceedings relating to any dispute between the Parties unless that Party has taken all reasonable steps to comply with this clause 20.
20.2 If there is a dispute between the Parties in relation to this Agreement, either Party may give the other Party notice of the nature and details of the dispute.
20.3 Within 10 Business Days of receipt of the notice of dispute, the Parties shall meet to endeavour to resolve the dispute.
20.4 If the dispute is not resolved within 20 Business Days of receipt of the notice of dispute, either Party may, by written notice to the other Party, refer the dispute to mediation. The mediation will be in Auckland and conducted under the Resolution Institution’s standard mediation agreement. If the Parties do not agree on a mediator or the mediator’s fees within 5 Business Days of receipt of the notice of mediation, the mediator shall be appointed or the fees set by the chair of the Resolution Institute (or his/her nominee) at the request of either Party. The Parties shall bear the mediator’s fees equally.
20.5 Nothing in this clause 20 will preclude a Party from seeking urgent interlocutory relief before a court or to enforce a settlement agreed to by the Parties under clauses 20.3 or 20.4.
21. Tax
21.1 Each party shall be responsible for any and all taxes that it is liable for under applicable law.
22. Miscellaneous
22.1 The Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes any previous agreements and understandings.
22.2 The Merchant may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Flying Tiger (such consent not to be unreasonably withheld). For the purposes of this clause, a change in the effective management or control of the Merchant shall be deemed to be an assignment.
22.3 No amendment to this Agreement will be effective unless it is in writing and signed by the parties. Verbal amendments or variations shall not be permitted or effective in any respect.
22.4 Each Party will be solely responsible for all costs and expenses incurred by it in connection with the negotiation, preparation and implementation of this Agreement and performing its obligations under this Agreement.
22.5 Nothing contained in this Agreement will be construed as creating a joint venture, partnership, agency, fiduciary or employment relationship among or between any of the Parties.
22.6 A waiver of a right under this Agreement is ineffective unless it is in writing.
22.7 Each Party shall, at its own expense, promptly sign and deliver any documents, and do all things, which are reasonably required to give full effect to the provisions of this Agreement.
22.8 A Party may sign this agreement by way of the application of that Party's electronic signature in accordance with Part 4 of the Contract and Commercial Law Act 2017.
22.9 The Parties acknowledge that certain provisions of this Agreement confer a benefit on, and are intended to be enforceable by, Alipay and WeChat Pay for the purposes of Subpart 2 of Part 1 of the Commercial and Contract Law Act 2017.
22.10 If any provision of this Agreement is illegal, invalid or unenforceable, that provision shall be read down to the extent necessary to make it legal, valid and enforceable.
22.11 The Agreement is governed by the law of New Zealand and the Parties irrevocably submit to the non-exclusive jurisdiction of the New Zealand courts in any proceedings relating to it.
SCHEDULE – DEFINITIONS
Affiliate
means, in relation to a Party:
(a) a director, officer, partner, member, manager, executor or trustee of such Party; and
(b) any person directly or indirectly controlling, controlled by, or under common control with that Party.
Alipay
means the third-party mobile and online payment platform owned by Alipay Singapore E-Commerce Private Limited (incorporated in Singapore with company registration number 201000378D) and all affiliated Alipay entities.
Agreement
means this Merchant Agreement.
Business Day
means any day other than a Saturday, Sunday, or public holiday in Auckland, New Zealand.
Confidential Information
means all non-public, financial, business, commercial, proprietary or other confidential information which a Party may receive or obtain as a result of or in connection with this Agreement, whether in oral, written or other form, including but not limited to:
(c) the Merchant’s Marketing Information and performance of this Agreement;
(d) business plans;
(e) capitalisation tables;
(f) budgets;
(g) financial statements;
(h) costs, prices and marketing plans;
(i) contracts and licenses;
(j) employee, customer, supplier, shareholder, partner or investor lists;
(k) technology, know-how, business processes, trade secrets and business models;
(l) notes, sketches, flow charts, formulas, blueprints and elements thereof; and
(m) source code, object code, graphical design, user interfaces, intellectual property, including that of any customer, supplier or other third party, but does not include any information that is obtained or developed independently of information disclosed by the disclosing Party.
control
means having the right to elect a majority of the board of directors or other comparable body responsible for management and direction of a person by contract, by virtue of share ownership or otherwise, and controlling and controlled shall have the same meaning.
Derived Information
means any information relating to or derived from Alipay and/or WeChat Pay, including via use of the Payment Platform Services, Marketing Platforms, and associated wallets and websites, and including User’s or third parties’ access to, use of, or interactions with, any of the foregoing. Derived Information shall:
(n) include, without limitation, information relating to the number and value of transactions (including involving coupons), and User traffic and viewings of webpages and notices; and
(o) exclude unprocessed Merchant’s Marketing Information.
Effective Date
means the date on which the Merchant enters into this Agreement or such other date as the Parties may agree in writing.
Flying Tiger
means Flying Tiger Marketing Limited Partnership (registration number 50031720).
Flying Tiger Services
means marketing and sales generation activity services provided by Flying Tiger, both online and offline, to promote the Merchant’s acceptance of payment via Alipay or WeChat Pay.
Force Majeure Event
an event beyond the reasonable control of a Party including, without limitation, strike, lock-out, labour dispute, act of God, war, riot, civil commotion, malicious damage, quarantine, pandemics, epidemics or outbreaks of disease, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workers, materials or transport or other circumstances affecting the ability of a Party to comply with the terms of this Agreement.
Insolvency Event
means in relation to a Party, where that Party:
(a) suspends or ceases to conduct its principal business or threatens to do so;
(b) becomes or is presumed by law to be insolvent; makes or proposes to make any assignment, arrangement, compromise or composition with, or for the benefit of, any of its creditors;
(c) has any of its assets subject to any form of seizure or execution;
(d) has a receiver, liquidator, administrator, statutory manager or any similar insolvency administrator appointed; or
(e) is removed from the Register of Companies; or suffers any analogous event.
Intellectual Property
means all intellectual property, proprietary and industrial rights arising in connection with the business of a Party (whether existing in statute, at common law or in equity), including any:
(a) copyright (including rights in databases, know-how, trade secrets, methods (including business methods), technical and non-technical information, processes and procedures (including management processes and procedures), source code, object code, algorithms and characteristics, domain names, trademarks, trade names, service marks, brand names, corporate names, logos and designs, design rights, patents (whether registered or unregistered) and all associated goodwill;
(b) all improvements, enhancements, modifications or adaptations to any of the foregoing rights;
(c) the right to sue or bring proceedings for passing off;
(d) all allied, similar and associated rights, whether registered or unregistered, registrable or unregistrable;
(e) applications for registration and the right to apply for registration for any of the same; and
(f) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world (including its application programming interfaces).
Marketing Platforms
means Alipay’s and WeChat Pay’s online marketing platforms (including any mobile application) used to create and manage marketing activity to support the Merchant’s use of the Payment Platform Services.
Master Agreements
means the marketing cooperation agreements between Flying Tiger and Alipay and between Flying Tiger and WeChat Pay, which authorize Flying Tiger to provide Flying Tiger Services to Merchants.
Merchant’s Marketing Information
means the marketing information required to be provided by the Merchant to Flying Tiger, being as follows:
(a) the Merchant’s business and store name (registered and ‘trading as’ name);
(b) operating address of the Merchant’s store(s);
(c) the scanning method(s) of payment available to Users at the Merchant’s store(s);
(d) the Merchant’s promotional information;
(e) any other information the Merchant reasonably wants uploaded to the Marketing Platforms;
(f) any other information Flying Tiger requires (acting reasonably) to be provided by the Merchant; and
(g) any other information required to be provided according to Alipay and/or WeChat Pay’s marketing guidelines.
Merchant
means the retailer selling goods and/or services to Users, which is named on the first page of this Agreement and any successors.
Offline Acquirer
means a payment acquirer which:
(a) has been approved by Flying Tiger;
(b) has entered into an offline payment services agreement with Alipay and/or WeChat Pay; and
(c) will provide the relevant merchant information to Flying Tiger in accordance with that offline payment services agreement.
Parties
means the Merchant and Flying Tiger and Party means either of them.
Payment Platform Services
means the mobile and online payment platform services provided by Alipay and/or WeChat Pay which enable:
(a) a User to make payment for goods or services purchased from a Merchant; and
(b) Alipay and WeChat Pay to collect payments from such Users upon the Merchant’s request and settle to the Merchant via an Offline Acquirer selected by the Merchant.
Term
means the period commencing on the Effective Date and ending on the first anniversary of the Effective Date or such other date as the Parties may agree in writing, unless this Agreement is terminated earlier in accordance with clause 14.
User
means an individual who has completed member registration process for the purposes of opening an account with Alipay and/or WeChat Pay.
User Account
means an account allocated to a User by Alipay and/or WeChat Pay.
WeChat Pay
means the mobile payment and digital wallet service provided by WeChat, which is owned by Tencent Holdings Limited.