華融（香港）有限公司（以下簡稱“甲方”）為世界領先的支付服務供應商，提供各類資金服務，擁有自主研發的支付系統平台。Sino Allied (HK) Limited (hereinafter referred to as Party A) is a leading international payment service provider, providing money services through its independently developed payment platform.
合作商戶（以下簡稱“乙方”）決定選擇甲方的資金服務，為己方及其客戶提供代收、換匯、資金下發服務。Merchant (hereinafter referred to as Party B) wishes to use the money services provided by Party A for the purpose of serving itself and its customers with respect to payment collection, currency exchange, payment settlement and funds distribution.
雙方本著互利合作，共同發展的原則，經過友好協商，並達成如下協議條款： Based on the principles of mutual benefit and cooperation, and through friendly consultations, the Parties have reached the terms and conditions set forth below:
一、： 定義Article 1 Definition
除非本協議中另有定義，則本協議中所用術語的定義如下：Unless otherwise defined in the Agreement, the terms used in this Agreement shall have the following meaning:
“資金服務”指甲方根據本協議向乙方及其客戶提供的代收、換匯、資金下發服務。“Money Services” means the payment collection, currency exchange, and payment settlement and distribution services that Party A provides to Party B or Party B’s Customers pursuant to Schedule A of this Agreement.
“下發服務”指甲方根據本協議向乙方及其客戶提供的支付結算服務。“Distribution Services” means the payment settlement and distribution services that Party A provides to Party B or Party B’s Customers pursuant to the terms of this Agreement.
“代收”指甲方為乙方提供銀行賬戶代乙方收款。 "Payment Collection" means Party A collects payments on behalf of Party B into Party A's bank account.
“充值”指乙方可直接或促成向甲方指定帳戶充值。 "Payin" means Party B may make or cause to make payments to Party A Designated Account.
“下發交易”指雙方按本協議規定進行的各筆資金下發交易。 “Distribution Transactions” means the fund distribution transactions completed by the Parties pursuant to the terms of this Agreement.
“Distribution Procedure” means the procedure as set forth in Article 3 of this Agreement.
“Exchange Rate” means with respect to certain Distribution Transaction the applicable exchange rate adopted by Party B based on instant quote given by Party A.
“Conversion” means the transaction that Party A converts the Original Currency (as defined in Clause 11 of Article 3) to the Target Currency (as defined in Clause 11 of Article 3).
“Party B Designated Account” means the account opened and maintained by Party B or Party B’s customers.
“Service Fee” means the fee charged by Party A to Party B for services provided to Party B.
“Term” means the term of this Agreement.
“Wire Confirmation” means the written confirmation provided by Party B to Party A upon completion a fund remittance to Party A, by way of a wire transfer confirmation from the bank, or a printout of the website screenshot confirming fund transfer.
“Remittance Instruction” means the instruction with Receipt Account information sent by Party B to Party A in online or offline forms as agreed by both Parties for fund distribution purpose.
“Business Day” means calendar days in Hong Kong Special Administrative Region excluding weekends and statutory holidays.
“Receipt Account” means in accordance with the Remittance Instruction from Party B to Party A, the bank account or other account of the person who receives the amount distributed by Party A.
“Party A Designated Account" means the account designated by Party A which will receive on behalf of Party A the amount transferred, remitted from Party B or its customers.
二、： 服務內容Article 2 Services
During the Term of this Agreement, Party A shall provide the following services to Party B:
Distribution Services pursuant to the Distribution Procedure. Upon receipt of funds and instructions from Party B, Party A shall, after deducting applicable Service Fee, distribute the funds to the Receipt Account.
Other services to be provided pursuant to this Agreement.
Party A shall provide to Party B only those settlement and distribution services permitted under applicable laws and regulations. Where it is found that the funds remitted by Party B for distribution by Party A are not funds permitted under this Agreement, or any services requested by Party B are in violation of laws and regulations, then Party A shall have the right to terminate the Distribution Services for Party B and to claim for any loss or damages that Party A may suffer as a result of such violation. Please refer to Article 8 below for details.
三、： 下發流程Article 3 Procedure of Transaction
For the purpose of carrying out Distribution Transactions, Party B may wire funds to Party A for distribution through either of the following ways:
Bank wire remittance: Where Party B has remitted funds to Party A Designated Account it shall, within 12 hours of such remittance, fax Wire Confirmation to Party A, or email such Wire Confirmation to the designated email address of Party A; or
Online funds transfer: With respect to transactions involving selected countries or regions which will be otherwise agreed in writing by both Parties, Party B may make available to Party A at the website designated by Party A, information regarding Party B’s designated bank account, for Party A to withdraw and distribute funds therefrom to complete a Distribution Transaction, pursuant to Party B’s instructions.
Payin to Party A Designated Account: Party B may make or cause to make payments to Party A Designated Account.
每工作日, 在甲方確認其收到的乙方匯款憑證內容與甲方指定銀行或賬戶收到的匯款情況一致，或者在乙方指定銀行完成網上扣款後，甲方應在每工作日17:00時之前，向乙方發送收款成功的傳真通知函。且甲方應在收到乙方匯款後后二個工作日之內, 將按照當日匯率兌換為相應幣種、同步扣除相關服務費之後的匯款, 將資金下發至收款帳戶中，有關下發交易即告完成。詳細匯率信息參見附件A。
Party A shall, before 5:00 p.m. on each Business Day, fax acknowledgment of receipt of funds to Party B upon confirmation that funds received at its designated bank or account are consistent with the Wire Confirmation particulars sent by Party B, or that it has withdrawn funds online from the bank account designated by Party B. Party A shall then within two Business Days after its receipt of the funds from Party B, convert such funds at Exchange Rate of the Conversion day and distribute the funds converted minus Service Fee, to Receipt Account to complete the Distribution Transaction. Detailed Exchange Rate Information shall refer to Schedule A.
In any Distribution Transaction, Party A shall not distribute funds received from Party B to a third party unless it has received Remittance Instruction from Party B to do so.
If for any reason a Distribution Transaction is delayed or cannot be completed for reasons beyond the control of Party A, Party A shall advise Party B in writing with respect to the delay or failure of such transaction as well as the reasons in relation thereto, then Party A shall not be held responsible for such delay or failure.
Where Party B intends to change Remittance Instruction, it shall provide a written notice of such change to Party A five (5) Business Days in advance, Party A will upon receipt promptly make written confirmation and change should be made only after written confirmation is received from Party A.
Party A shall not be held responsible for any delay or failure to complete a Distribution Transaction where such delay or failure is caused by Party B’s failure to provide notice with respect to its change in accounts, or provide accurate information.
If, as a result of incorrect instructions of Party B related to the bank account or address, Party A is unable to distribute funds received to the Receipt Account within two (2) Business Days after its receipt of the funds, then Party A shall so advise Party B in writing promptly, and return the funds not distributed to a Party B Designated Account upon its receipt of written confirmation from Party B.
Party A shall not be held responsible for any failure to provide Distribution Services and for any loss or damage so caused to Party B, where such failure arises as a result of any suspension of Party A’s business caused by regulatory authorities or banks, except that under such circumstances Party A shall provide written explanations to Party B with respect to such failure, and make settlement with Party B.
Where Party B intends to terminate a particular service request and make a material change to a service request, Party B shall provide Party A with a thirty (30)-day prior written notice.
Party B shall retain for at least seven (7) years all relevant information, records, data, receipts and documents with respect to each Distribution Transaction, for the purpose of regulatory compliance or auditing by Party A.
In case that Party B transfers funds of one currency (“Original Currency”) to Party A for the purpose of locking a specific buying rate of another currency (“Target Currency”), and Party B wants to withdraw all or part of the balance, Party A shall only be obligated to return the sum of the balance as requested by Party B denominated in the original currency. Party A reserves the right to impose a Service Fee charge of returning the balance on Party B, and Party A shall not be liable to Party B for any diminution in the value of the monies due to the change in the Exchange Rate between the Original Currency and the Target Currency.
四、： 服務費Article 4 Services Fees
Party B agrees to pay Party A Service Fees at the agreed rate and in the agreed manner in exchange for the Distribution Services provided by Party A during the Term.
五、： 雙方責任Article 5 Responsibilities of the Parties
Party A’s responsibilities under this Agreement include but are not limited to:
to comply with all the terms and conditions hereunder and all the laws and regulations in the jurisdiction where it carries on the fund distribution business;
to provide the Distribution Services timely and accurately pursuant to this Agreement and terms and conditions agreed by both Parties;
to ensure the reliability and efficiency of its payment system platform.
Party B’s responsibilities under this Agreement include but are not limited to:
to comply with all the terms and conditions hereunder and all the laws and regulations in the jurisdiction where it carries on the fund distribution business;
to provide accurate and complete information of Remittance Instruction in the form and manner as requested by Party A;
to ensure the accuracy and completeness of information in its instructions;
to pay the Service Fees as provided hereunder.
Party B represents and warrants that its business complies with the requirements of laws and regulations of the business jurisdictions and the funds for distribution by Party A are funds from that business.
Party B understands that Party A is registered as Money Service Operators under the supervision of Hong Kong Customs and Excise Department, Party A and its affiliates are subject to the requirements of Anti-Money Laundering and Counter Terrorist Financing (Financial Institutions) Ordinance (Chapter 615 of Hong Kong SAR laws) and all other ordinances and regulatory requirements of anti-money laundering (“AML”)and counter terrorist financing (“CTF”) and are subject to the requirements to collect information from Party B for the purposes of customer due diligence, transaction monitoring and clearance of any AML/CTF issue. Party A and its affiliates are entitled to dispose the information provided by Party B based on all ordinances and regulatory requirements of AML and CTF. Party B hereby represents and warrants that all the information and documents so provided to Party A and its affiliates are true, accurate and complete. Party B shall provide Party A with any missing information and documents upon request. Party B shall positively notify Party A of any change in its information and document without delay.
Unless Party B applies to Party A for transactions on behalf of a third party due to its business nature, Party B confirms that it, under this Agreement, instructs and executes transactions for its own account and is not acting for or on behalf of any third party. The funds of Party B are clean, coming from legitimate sources and consistent with its business nature. Party B further guarantees that its funds, instructions, counterparties and all relevant issues of the transactions processed by Party A or its affiliates under this Agreement are consistent with its business nature and irrelevant to any criminal, money laundering-related or terrorist-related activities. Party B shall fully indemnify Party A and its affiliates for the loss otherwise.
If Party B applies to Party A for transactions on behalf of a third party due to its business nature, Party B understands that it has the obligation to make best reasonable efforts to ensure the transaction and transaction counterparties who received funds through the arrangements made by Party A and its affiliates under this Agreement are irrelevant to any criminal, money laundering-related or terrorist-related activities. Party B is deemed making best reasonable effort if it, among other things, creates and maintains documents recording transaction details including dates, amounts, types of fund flow, purposes of transaction, business natures of the counterparties and etc. Upon request made by Party A, Party B guarantees that it will provide such documents and clarify any suspicions.
Party B shall indemnify and keep Party A indemnified against all reasonable losses which Party A may reasonably suffer or incur as a result of any transactions, services provided, actions taken or omitted to be taken under this Agreement, Party B shall immediately on demand pay in full any sums due to Party A.
六、： 保密性Article 6 Confidentiality
Unless otherwise required hereunder, the Parties shall keep strictly confidential, and shall not disclose to any third party, this Agreement, all its terms, all Distribution Transactions contemplated hereunder and confidential information and privacy of relevant parties (collectively the “Confidential Information”). Either Party that discloses Confidential Information shall be responsible for all the losses and damages that may be directly caused to the other Party arising from such disclosure.
The Parties shall cause their respective officers and employees to keep strictly confidential the Confidential Information.
除外规定。保密信息不包括以下信息：(i) 接收方在不违反本协议的前提下能公然获取的任何信息；(ii) 本协议签署之日为接收方所知悉并占有的任何信息；(iii) 自第三方正当接收的任何信息，而该第三方非经不正当或侵权行为或违反保密限制，获得或披露该信息；或(iv) 准据法律，法规，股票交易规则或司法程序要求披露或者由披露方事先书面同意披露的任何信息。
Exceptions. Confidential Information shall not include any information that: (i) is publicly available to the receiving Party without breach of this Agreement; (ii) is known by and in the possession of the receiving Party as at the date of this Agreement; (iii) is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortuous act, or in breach of a confidentiality restriction or (iv) is required to be disclosed by applicable law, regulation, stock exchange rule or permitted to be disclosed by the disclosing Party in writing.
This Article 6 shall survive the termination of this Agreement.
七、： 協議期限Article 7 Term of the Agreement
This Agreement shall have a term of one (1) year commencing from the date when it is accepted by Party B.
Prior to the expiry of the Term of this Agreement, if either Party intends to discontinue the business relationship between the Parties, that Party shall provide a sixty (60)-day prior written notice to the other Party, and this Agreement shall expire at the end of its Term. If neither Party gives such notice, then this Agreement shall be automatically extended for one (1) more year upon each anniversary of this Agreement.
八、： 協議終止Article 8 Termination of the Agreement
If, in Party A’s sole and reasonable opinion, this Agreement has not been satisfactorily fulfilled by Party B or has been inactive for a period of time the length of which shall be determined at Party A’s discretion, and Party A may at any time at its absolute discretion by 30-day prior written notice to Party B, unless there are exceptional circumstances pursuant to Clause 2 of Article 8, to terminate this Agreement. Upon the lapse of 30 days after the deemed receipt of such notice by Party B, Party A shall be released from any further obligations in respect of this Agreement to Party B. Party B shall be held solely responsible for any and all consequences resulting or arising therefrom.
This Agreement shall be terminated immediately without prior notice if Party B uses this Agreement for criminal, money laundering related or terrorist related activities or if either Party becomes bankrupt, legally insolvent, ceases to carry on its normal course of business, is liquidated or wound up, or if either Party files a petition in bankruptcy, files a petition seeking reorganization, arrangement, composition, or similar relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors.
In pursuant to relevant laws and regulations issued by regulators or/and to fulfill its compliance obligations, Party A may at any time without liability, suspend the Distribution Service or freeze the funds of Party B under this Agreement. Party A might notify and disclose only within scope permissible under relevant laws and compliance regulations the reasons to Party B within one (1) Business Day after exercising its rights under this clause. Party A shall compensate Party B for any losses caused by party A freezing funds of Party B for reasons other than those described under this clause.
Party B may, by a ninety (90)-day prior written notice to Party A, terminate this Agreement. This Agreement shall then terminate except for Article 6, Clause 4 and 5 of Article 9, and any Distribution Transactions yet to be completed.
In case of the termination of this Agreement, the Parties shall finalize their respective financial settlement related to this Agreement and carry out verification process within twenty (20) Business Days after the termination of this Agreement. If one Party owes the other Party any outstanding balance, such outstanding balance will be transferred to the account designated by the other Party within ten (10) Business Days.
In case of termination of this Agreement where Party A is obliged to return any sum of money to Party B that has been converted into Target Currency according to the previous instruction of Party B, Party A shall in accordance with Clause 11 of Article 3 return such money .
九、：其他規定Article 9 Miscellaneous
Neither Party shall be liable for any indirect loss suffered by the other Party arising from the operation of this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of Hong Kong Special Administrative Region.
The Parties shall resolve any disputes arising out of this Agreement in amicable discussions. If any disputes cannot be resolved through negotiation within twenty-one (21) days after the start of negotiation, either Party may submit the case to Hong Kong International Arbitration Center (HKIAC) for arbitration. The arbitration shall be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. Each party shall designate one (1) arbitrator. If either party fails to designate an arbitrator, HKIAC shall appoint the arbitrator. The arbitration proceedings shall be conducted in Chinese.
All documents and records relevant to transactions conducted under this Agreement or created pursuant to any terms of this Agreement should be kept throughout the business relationship with the customer and for a period of seven (7) years after the end of the business relationship.
If there are differences between the Chinese version and the English version, the English version shall prevail.
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If, the Original Currency is identical with the Target Currency, the corresponding fee charged by Party A to Party B for services shall in accordance with agreed rate and manner.
If, the Original Currency is different from the Target Currency, it shall be converted into the equivalent amount of the Target Currency in accordance with the Exchange Rate on the date of the transaction, as more specifically shall be provided for in separate agreements.
Now available currencies for transaction: USD, AUD, EUR, CAD, GBP, SGD, JPY, HKD, CNY.
Settlement and distribution of other currencies shall be negotiated and agreed otherwise.
Party A guarantees to complete a Distribution Transaction within T+2 Business Days after Party A receives the funds from Party B contemplated to be distributed and the accurate and complete Remittance Instruction and then submits a distribution report to Party B.
Party A shall not be held responsible for any delay or failure to complete a Distribution Transaction where such delay or failure is caused by Party B's failure to provide accurate and complete information of the Remittance Instruction. Party B shall be held responsible for any expenses incurred. Party A shall restart a Distribution Transaction after Party A is provided with the accurate and complete information of the Remittance Instruction and another sum of Service Fee for the Distribution Transaction.
一、 系統更新System Update
Party A shall be responsible for the security and stability of any software and hardware system used to provide funds distribution services to Party B. Where Party A intends to upgrade, update or change the system, it shall provide a notice to Party B forty-eight (48) hours prior to such upgrade, update or change. Where Party A fails to provide funds distribution services as a result of system failures, it shall provide relevant emergency solutions, and provide written explanations to Party B with respect to the failure after the system issue is resolved.
二、 賬戶信息修改Change to Account Information
Where Party B intends to modify its account information, it shall notify Party A in writing using the application form as required. Party A shall complete relevant verification and modification within two (2) Business Days after it receives Party B's written application. The payout function of Party B's account will be disabled before modification is complete.
Party B shall, within fifteen (15) Days after submitting written application to Party A, send the signed original of the application to Party A. If Party A does not receive Party B's signed original within fifteen (15) days, it will disable all the permissions available for Party B's account until it receives Party B's signed original.