skyee

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SKYEE TERMS AND CONDITIONS OF USE

       Thank you for choosing Skyee as your service provider. Pursuant to the following terms and conditions, Skyee will provide you with –

(i)             a collection facility to receive payment from payers and remit the funds to you (“Inbound Payment Service”);

(ii)            a currency exchange service to exchange one currency to another currency (“Currency Exchange Service”); and

(iii)          a payment facility to make payments to payee (“Outbound Payment Service”).

By opening a Skyee Account or otherwise using our services, you agree to be bound by the following terms and conditions that govern the availability and use of our services.

 These terms and conditions are written in English.  We may translate these terms and conditions to other languages.  Any translation to other languages is for convenience only.  In the event of any conflict or inconsistency between a translated version of these terms and conditions and the English version, the English version will prevail.   

From time to time, Skyee may amend the terms and conditions under which its Services are offered. Only Skyee has the right to amend these terms and conditions.  We will post the latest revised version of these terms and conditions on our website at www.skyee360.com. If we make changes that are material, we will let you know via e-mail or notice via your Skyee Account before the changes take effect.  You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account or made the notice available through your Skyee Account.   If you disagree with the proposed changes, then you should stop using our services within the designated notice period. Your continued use of our services will be subject to the latest version of these terms and conditions. However, any dispute that arose before the changes will be governed by the version of these terms and conditions that was in place when the dispute arose.  These terms and conditions may also be amended if Skyee and you enter into a separate written agreement to amend these terms and conditions that is signed by authorized representatives of both parties.

       Certain terms and conditions apply to all our services (“Common Terms”) and certain terms and conditions are specific to a service (“Service Specific Terms”).  The Common Terms are as provided in Exhibit A.  The Service Specific Terms for our Inbound Payment Service, Currency Exchange Service, and Outbound Payment Service are as provided in Exhibits B, C, and D respectively.  All Exhibits constitute part of these terms and conditions of use.

 Depending on the service that you use, one or more companies within our corporate group (each a “Contractual Entity”) may be engaged in providing such service to you.  By opening a Skyee Account to register for a service or by using the service, you and the Contractual Entity (or Contractual Entities), which provides the service, enter into an agreement, which comprises of the Common Terms and the Service Specific Terms applicable to the service.  If you register for or use multiple services, you enter into an agreement for each service.    By way of example, if you register for or use our Inbound Payment Service and Currency Exchange Service, you enter into an agreement with the Contractual Entity (or Contractual Entities) that provides the Inbound Payment Service to you and you enter into another agreement with the Contractual Entity that provides the Currency Exchange Service to you.

 The following chart lists the services, the Contractual Entities engaged in providing the services, and the terms and conditions that apply to the services.

 Service

Contractual Entities

Agreements

Inbound   Payment Service

 

 

 

Global M2C   Company Ltd. and

Skyee Hongkong   Company Ltd.

Or

Skyee Japan   Company Ltd. and

Skyee Hongkong   Company Ltd.

Or

Skyee Hongkong   Company Ltd.

 

Exhibit A and   Exhibit B

 

 

Currency   Exchange Service

 

 

Skyee Hongkong   Company Ltd.

 

Exhibit A and   Exhibit C

 

Outbound   Payment Service

 

 

Skyee Hongkong   Company Ltd.

 

Exhibit A and   Exhibit D

 

EXHIBIT A

COMMON TERMS

The following terms and conditions apply to all our services and, together with the Service Specific Terms applicable to a service, comprise of the agreement that governs the availability and use of such service (“Agreement.”)  The terms “Skyee”, “we”, “us” (or in the possessive form “ours”) refer to the Contractual Entity (or Contractual Entities) that provides service to you.  All defined terms in the main body of the Skyee Terms and Conditions of Use constitute part of this Agreement.

 

A-1.          SKYEE ACCOUNT.

 

A-1.1.         About Your Skyee Account.  In order to use any of our services, you must first register for an online user account on our proprietary system (the “Skyee Account”).  Your Skyee Account enables you to access our services and information such as information regarding inbound and outbound payments, account balances, fees, and settlement of funds to your Beneficiary Account (defined below).

 

A-1.2.         Eligibility.  To be eligible to (i) register for a Skyee Account or (ii) to use our services, you must, at the time of registration and at all times thereafter, meet the following requirements:

 

(a)  If you are registering for a Skyee Account as an individual, you must be 18 years or older and have legal capacity to enter into contract with us. If you are registering as a business entity, the business entity must have legal capacity to enter into contract with us and the person registering the Skyee Account on behalf of the business entity must be 18 years or older and be legally authorized under the business entity’s formation documents and/or the laws of the jurisdiction where the business entity is organized or otherwise authorized by the business entity.

 

(b)  Our services are intended to enable payments for business/commercial related activities and NOT intended for personal use, including non-business person to person transmission of funds. Therefore, you must be a business entity or individual that use our services in the course of your own business, trade or profession, and not for any non-business purpose.

 

(c)   You must agree to comply with all terms and conditions in this Agreement and all applicable AML Laws (defined below) and other applicable laws and regulations.

 

(d)  You must use our services to transact on your own behalf and not on behalf of any other person or business entity, except in cases where you have obtained our written approval.  To request  approval to use our services to transact on behalf of another person or business entity, you must (i) provide us with written authorization from the person or business entity on whose behalf you are acting and (ii) provide us with information and/or documentation, as requested by us, regarding the identity of such person or business entity for compliance purposes.

 

(e)  During the registration process, at all times thereafter, you must promptly update your registration information with us to ensure that such information is accurate and complete.

By registering with us for a Skyee Account and/or using our services, you state that you meet the eligibility requirements set forth above.

 

A-1.3.         Registration.  We provide services pursuant to the terms of this Agreement and our policies.  We are also required by law to know our customers.  During the registration process, we will request that you accept this Agreement and applicable Skyee policies relating to the use of our services.  We have the right to amend this Agreement and Skyee policies at any time. We will also request that you submit an application with requested information and/or documentation; such information may include, but is not limited to, information on your identity, your business, and the control persons, shareholders, or other ultimate beneficiary owners of the business entity registering for a Skyee Account.  In most cases, the information and/or documentation that you have submitted in your online application will be sufficient for us to review your application.  However, in some cases, we may request that you supplement your application with additional information and/or documentation.  We may use third party databases and services to assist us in reviewing your application and you agree that we are authorized to share the information and/or documentation you provided with such third parties for identity verification and name and sanctions screening purposes.

 

A-1.4.         Approval / Denial of Application for Skyee Account. Your application is subject to our approval. We reserve the right to approve or to deny your application for a Skyee Account at our sole discretion and for any reason, including but not limited to failure to provide requested information and/or documentation or for reasons related to legal compliance or internal risk management decisions. We will inform you of our decision with respect to your application in writing.

 

A-1.5.         Login Credentials. Upon approval of your application, we will activate your Skyee Account, which will enable you to access our services on our proprietary online platform using your login credentials, i.e. your username and password. You are responsible for keeping your login credentials safe.  You should not disclose your login credential to any unauthorized persons.  If you authorize any person to access or use your Skyee Account, you will be responsible for any transaction conducted by such person.

 

A-2.          AFFILIATES AND SERVICE PROVIDERS.  To provide services to you, Skyee relies on the services of (i) its corporate affiliates (“Affiliates”) and (ii) on financial institutions, including banks, payment service providers, clearing networks, and other intermediary financial institutions (“Service Providers”). You acknowledge that Affiliates may be engaged in providing services to you.  Guangzhou Gao Fu Information Technology Co. Ltd. (“Gao Fu”) provides operations support to Skyee. Gao Fu provides Skyee with, among other things, support in marketing, IT, administration, and customer service. Even though this Agreement is between you and Skyee, you acknowledge and accept any Service provided to you by Gao Fu as Skyee’s delegate.  Furthermore, you acknowledge that Service Providers facilitate Skyee in the provision of services to you.  No agreement exists between the Service Providers and you with respect to Skyee’s services.   You agree to avoid any direct communication with Skyee’s Service Providers regarding our services.  Any direct contact with a Service Provider regarding Skyee’s services may result in immediate termination of your use of Skyee’s services.

 

A-3.          PAYMENT ACCOUNTS.  To support its services, Skyee has established accounts at licensed financial institutions for the purpose of receiving, holding, and transferring funds on behalf of its customers (“Payment Accounts”).  Skyee is the named holder of the Payment Accounts. You are only authorized to use Skyee’s Payment Accounts as permitted by Skyee under the terms of this Agreement.  Skyee holds its customers’ fund together in its Payment Accounts.  Skyee will account to each customer the amount of funds held by Skyee on the customer’s behalf.  “Skyee Balance” means the funds that Skyee holds in its Payment Accounts on a customer’s behalf.  You can access information regarding your Skyee Balance using your Skyee Account. Skyee is not a bank or a credit institution.  Skyee does not pay interest to you on your Skyee Balance.  You authorize Skyee to retain any interest that arise your Skyee Balance (if any).  Skyee’s Payment Accounts do not qualify as deposit accounts as defined by relevant laws and regulations.  Funds held in Skyee’s Payment Accounts are not insured by banking insurance.  Skyee will strictly adhere to applicable requirements to ensure the liquidity and protection of your Skyee Balance.  By using Skyee’s services, you acknowledge that you assume any risks to your Skyee Balance due to the lack of banking insurance coverage.

 

A-4.          SETTLEMENT TO BENEFICIARY ACCOUNT.

 

A-4.1.         Beneficiary Account.

 

A-4.1.1.   The “Beneficiary Account” is a bank account that you’ve designated to receive funds from Skyee. 

 

A-4.1.2.   To bind a Beneficiary Account to your Skyee Account, you must submit requested Beneficiary Account information to Skyee.  You must ensure that the Beneficiary Account information that you submit is correct and complete.  If the Beneficiary Account information is incorrect or incomplete, funds transmitted using such information may be rejected or misdirected.  If your funds are rejected due to incorrect or incomplete Beneficiary Account information and need to be resent, you may incur additional financial services charges.  Such additional financial services charges will be taken from your funds prior to the transfer of the funds to the Beneficiary Account.  If your funds were misdirected due to incorrect or incomplete Beneficiary information, we will take commercially reasonable measures to help you recover the funds.  However, you are solely responsible for any funds that cannot be recovered. 

 

A-4.1.3.   The Beneficiary Account must also be in good standing and able to receive funds. If the Beneficiary Account is not in good standing, fund transfers by Skyee to the Beneficiary Account may be rejected.

 

A-4.1.4.   The binding of the Beneficiary Account is subject to review and approval by Skyee.  We have the right to deny your request to bind the Beneficiary Account to your Skyee Account for legal compliance and risk management reasons.  We also have the right to revoke any previously approved binding of the Beneficiary Account.

 

A-4.2.         Settlement Order.

 

A-4.2.1.   To transfer available funds in your Skyee Account to the Beneficiary Account, you must submit a settlement order through you Skyee Account.

 

A-4.2.2.   Upon receipt of the settlement order, Skyee will initiate a transfer of funds in the amount and currency you specified, less any applicable fees, to the Beneficiary Account.  You are solely responsible for the payment of any fees charged by the bank of the Beneficiary Account. 

 

A-4.2.3.   Once Skyee accepts your settlement order, the settlement order becomes irrevocable by you.  Furthermore, unless the funds were transferred to the Beneficiary Account in error, you are not permitted to refund the funds back to Skyee.

 

A-4.2.4.   Skyee has the right to refuse to accept the settlement order and/or to stop the execution of any previously accepted settlement order.  We may exercise such right (i) if we find that your Skyee Balance is insufficient to cover the settlement order; (ii) if we find that the Beneficiary Account is not in good standing or if the Beneficiary Account information is incorrect or incomplete; or (iii) for legal compliance and risk management reasons. Subject to our obligations under applicable AML Laws(defined below) and other applicable laws and regulations, we will use commercially reasonable efforts to resolve issues with the settlement of funds to your Beneficiary Account.

 

A-4.3.         Settlement.   Skyee will settle funds to the Beneficiary Account pursuant to the accepted settlement order.  You authorize Skyee to use the services of its Affiliates and Service Providers to facilitate the settlement of the funds.  To improve your liquidity, Skyee may permit the settlement of funds, which have been received by Skyee on your behalf but not yet credited to the Payment Account, to the Beneficiary Account.  Once the aforementioned funds have been credited to the Payment Account, you authorize Skyee or its Affiliates to apply such funds to the repayment of any funds advanced to you in the settlement process.  

 

A-5.          SERVICE FEES AND RIGHT TO SETOFF

 

A-5.1.         Service Fee.  In consideration for Skyee’s services, you agree to pay fees for services received (“Service Fees”).  Our Service Fee schedule is published on our website and also available through your Skyee Account.  In the event that we adjust the Service Fee schedule (including introducing new fees), we will update the Service Fee schedule and notify you via email or through your Skyee Account. You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account or made the notice available through your Skyee Account.   Your continued use of our services indicates that you accept the fees in the updated Service Fee schedule.  Furthermore, from time to time, we may offer promotional rates to select qualified customers, in which case the applicable Service Fees will be based on separate written agreement between Skyee and you. Skyee has the right to charge the Service Fees prior to or after delivering service to you.  You authorize Skyee to collect payment of the Service Fee due by deducting it from funds received, transferred, or exchanged or by deducting it from your Skyee Balance. Information regarding the services provided and Service Fees charged are available on you Skyee Account.  If you have any questions, you should contact our customer support.

 

A-5.2.         Right to Setoff.   Skyee and its Affiliates have the right to set off from any funds due to you any amount owed to Skyee by you, including but not limited to any fees payable under this Agreement. You authorize Skyee to exercise this right by deducting funds from your Skyee Balance.

 

A-6.          LEGAL COMPLIANCE AND RESTRICTED USE

 

A-6.1.         Anti-Money Laundering and Counter Terrorist Financing.  Skyee is subject to the applicable laws of the jurisdictions where it conducts business to combat money laundering and terrorist financing (collectively “AML Laws”).  To comply with such AML Laws, Skyee has implemented policies and procedures to combat money laundering and terrorist financing.    Skyee reserves the right to obtain information and documentation from you, including, but not limited to, that regarding (i) your identity; (ii) the identity of the control persons and beneficial owners of your business; and (iii) your business, including, but not limited to your products and services, business relationships (e.g. counterparties), and the business transaction underlying the transfer of funds or currency exchange (collectively “Compliance Information”).  You agree to provide the Compliance Information requested by Skyee.  Skyee further reserves the right to obtain information about you, including Compliance Information, from e-commerce marketplaces and payment companies through which you conduct business.  You agree to authorize Skyee to access the aforementioned e-commerce platforms and payment companies and obtain such information.   If Skyee believes that providing services to you would risk the violation of AML Laws, Skyee has the right, at its sole discretion, to  (i) terminate this Agreement; (ii) terminate or suspend your access to your Skyee Account; (iii) stop or suspend the execution of any transaction or (iv) restrict or deny services to you.

 

A-6.2.         Restricted Use. In connection with your use of Skyee’s Services, you must NOT -

 

(i)             violate any AML Laws;

(ii)            send or receive funds that potentially involve money laundering, terrorist financing, or other illegal activities;

(iii)          send or receive fund to/from to persons or entities in jurisdictions set forth in the Prohibited Country List, as amended from time to time, and incorporated by reference into this Agreement (The Prohibited Country List is published on Skyee’s website.  Skyee has the right to amend the list at its sole discretion.);

(iv)          violate any other laws of the jurisdictions where you conduct business or engage in unlawful activity, including but not limited to (a) infringing on intellectual property rights; or (b) selling or buying counterfeit goods;

(v)            engage in the transaction of goods or services set forth in the Prohibited Products and Services List, as amended from time to time, and incorporated by reference into this Agreement (The Prohibited Products and Services List is published on Skyee’s website.  Skyee has the right to amend the list at its sole discretion.);

(vi)          breach this Agreement and any other agreements that apply to you;

(vii)         provide false, inaccurate, or misleading information to us; and

(viii)       refuse to cooperate with us in any investigation or refuse provide information to us regarding your identity and your business.

If Skyee believes that you have engaged in restricted use, then Skyee has the right, at its sole discretion, to (i) terminate this Agreement; (ii) terminate or suspend your access to your Skyee Account; (iii) stop or suspend the execution of any transaction;  (iv) restrict or deny services to you; and/or report you to the relevant government authorities and/or freeze part or all your Skyee Balance pending further instructions from government authorities.

A-6.3.         Court Order or Regulatory Action. Skyee may be required to withhold, freeze, or release to another person or entity some or all of your Skyee Balance pursuant to notice of a court order, regulatory action or equivalent government process. To the extent permitted by law, we will notify you of these actions.  Skyee has the right to decide on the action to take in response to such notice.  Skyee is not obligated to contest or appeal such court order or regulatory action.

 

A-7.          INFORMATION SHARING. Information and documentation that you provide to Skyee are subject to our Privacy Policy.  This section supplements the Privacy Policy.  In the event of conflict between this section and the Privacy Policy, this section controls. Our Affiliates and Service Providers requires certain identity, business, and financial information about you in order to facilitate us in the provision of services to you.  Our Affiliates and Service Providers are subject to AML Laws and other laws and regulations of the jurisdictions where they conduct business.   As such, they require your information for compliance purposes and to respond to requests by government authorities.  Government authorities may also require us to share your information for regulatory, investigative, and other legal purposes. Skyee is authorized to share your information, including but not limited to Compliance Information, with its Affiliates, Service Providers and Government Authorities.  Furthermore, Skyee is authorized to provide a copy of this Agreement and information about your identity and the business transaction underlying the payment of funds to any payer or payee that request such information.

 

A-8.          CUSTOMER’S REPRESENTATIONS AND OBLIGATIONS.

 

A-8.1.         Representations.

 

A-8.1.1.   You state that you meet the eligibility requirement set forth in Section A-1 above. 

 

A-8.1.2.   You state that your use of Skyee’s Services will be in strict accordance with this Agreement and in compliance with all applicable laws and regulations in the jurisdiction where you operate or reside, including without limitation any laws or regulations regarding online conduct, acceptable content, and the transmission of data from the United States, E.U, Japan, China (including Hong Kong) or any other country in which you conduct business or reside.

 

A-8.1.3.    You state that your use of Skyee’s Services does not breach any agreement between you and any other person or entity, including any agreement between you and the payer or payee. .

 

A-8.1.4.   You state that your use of Skyee’s Services will not infringe or misappropriate the intellectual property rights of any other person or entity.

 

 

A-8.2.         Obligations.

 

A-8.2.1.     You are obliged to ensure that the representations in this section remain true not only at the time they were made, but at all times during the term of this Agreement.

 

A-8.2.2.     You are obliged to communicate promptly to Skyee regarding any changes to your information and documentation regarding your identity, your contact information, your business ownership and activities, Beneficiary Account, and other information that may affect Skyee’s delivery of services to you.

 

 

A-8.3.         Not Exhaustive.  For clarity, the representations and obligations listed in this Section are not exhaustive.  You are subject to all your representations and obligations in this Agreement whether or not the they are specified in this section.

 

A-9.          DISCLAIMER OF WARRANTY.  Skyee’s Services are provided "as is." Skyee, its Affiliates 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. Skyee, its affiliates, and its Service Providers do not make any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you use our services at your own discretion and risk.

 

A-10.      LIMITATION ON OUR ROLE.  With respect to our Inbound Payment Service and Outbound Payment Service, we serve as your agent to receive, hold, and transfer funds.  With respect to our Currency Exchange Service, we serve as a service provider to you.  Except for our limited roles in the facilitating of payment or currency exchange pursuant to the terms of this Agreement, Skyee is not involved in underlying transaction between you and the payer or payee.  We are not a party to the underlying contract between you and the payer or payee. We also do not act as fiduciary, trustee, or escrow holder on behalf of you or on behalf of the payer or payee.

 

A-11.      NO LIABILITY

 

A-11.1.      With respect to any currency exchange, outbound payment, or settlement order, Skyee and its Affiliates are not liable for claims or any damages of any kind that result from the non-execution or defective execution of the order where such non-execution or defective execution is due to the fact that you have provided information that was inaccurate or incomplete.  Furthermore, Skyee and its Affiliates are not liable for any claims or damages of any kind arising from any failure or delay due to events beyond its reasonable control.

 

A-11.2.      Skyee and its Affiliates are not parties to the underlying commercial transaction between you and the payer/payee or any other party. It is your responsibility to perform your obligations with respect to the underlying commercial transaction and to comply with applicable laws and regulations. Skyee and its Affiliates are not liable for any claims or damages of any kind arising from any underlying commercial transaction between you, the payer/payee, or any other party. 

 

A-11.3.      Skyee and its Affiliates are not liable for claims or damages of any kind that arise from action taken pursuant to section A-6 LEGAL COMPLIANCE AND RESTRICTED USE of this Agreement.

 

A-11.4.      Skyee and its Affiliates provide services to you using Service Providers. No agreement exists between the Service Providers and you with respect to our services and each of the Service Providers will accordingly have no liability to you.

 

A-12.      LIMITATION OF LIABILITY.  In no event shall Skyee or its Affiliates be liable to you for any matter arising from this Agreement, under any theory of contract, negligence, strict liability or other legal or equitable theory, for -

(i)             any special, incidental or consequential damages, including but not limited to any damages resulting from business disruption;

(ii)            the cost of procuring substitute services; or

(iii)          for any amount that exceeds fees paid by you to Skyee under this Agreement during the twelve (12) month period prior to the cause of action.

 

A-13.      TAX REPORTING AND PAYMENT.  You are solely responsible for the reporting and payment to relevant government authorities of all applicable taxes and fees that arise from the underlying commercial transaction in connection with the funds received or sent by Skyee on your behalf. Skyee, its Affiliates, and their Service Providers are not responsible for the reporting or the payment of such taxes and fees.  In the event that Skyee, its Affiliates, or their Service Providers are required by government authorities to freeze your funds, withhold taxes or fees from your funds, or make any tax or fee payments for you, you authorize each of them to comply such request and make payment of any taxes or fees using funds held on your behalf.

 

A-14.      INDEMNIFICATION.  

 

A-14.1.      You shall indemnify, defend and hold harmless Skyee and its Affiliates and their respective directors, officers, employees, and agents from any and all liabilities, damages, losses, claims, suits, judgments, costs and expenses,  

 

all losses, expenses, damages and costsincluding  reasonable attorney fees, arising out of your use of Skyee’s services, including but not limited to (i) your violation of this Agreement and/or (ii) any claims by the payer/payee, buyers of your products or services, government authorities or other parties.

 

A-14.2.       You shall indemnify Skyee and its Affiliates for any government taxes or fees charged to Skyee in connection with your business activities. You authorize Skyee and its Affiliates to recover any such government taxes or fees from fund held on your behalf. This remedy is not exclusive.

 

A-15.      TERMINATION

 

A-15.1.      You have the right to terminate the Agreement at any time with or without cause.  To terminate the Agreement, you must issue written notice of termination to Skyee.    You are deemed to have issued the notice of termination when we have received the notice.  The notice of termination should specify the effective date of termination.  If no such date is specified, then the Agreement is terminated when Skyee receives the notice from you.

 

A-15.2.      Skyee has the right to terminate this Agreement and your access to Skyee’s services at any time with or without cause. To terminate the Agreement, we will send to you notice of the termination via email.  You are deemed to have received the notice when we have sent the notice to the email address associated with your Skyee Account.  The notice of termination will specify the effective date of termination.  In the most cases, we will set the effective date of termination to be one month from the date of notice.  However, in some case, the termination is effective upon the date of notice.  Such cases include, but are not limited to the following:

 

(i)             upon order by law enforcement, regulatory authorities, court, or other government authorities;

(ii)             we discovered that you have provided false, misleading, incomplete or inaccurate information to us or otherwise acted dishonestly in your dealings with us;

(iii)          you breached this Agreement or any other agreement that you entered into with us;

(iv)          your Skyee Account has been compromised or for other security reasons;

(v)            we suspect that you have engaged in fraud, money laundering, terrorist financing or other illegal activities;

(vi)          we suspect that you used Skyee’s services illegally or fraudulently in violation of the laws; or

(vii)         other grounds that we consider appropriate.

 

A-15.3.      Unless we are prohibited by law from permitting you to withdraw your funds prior to the effective date of termination, you may settle funds to the Beneficiary Account. After the effective date of termination, if there’s any remaining Skyee Balance, we will make reasonable efforts to contact you to ascertain your instructions with respect to the disposition of the remaining funds by sending notice to you via email.  You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account.  If you do not respond within one month of the date of the notice, your funds will be considered unclaimed.   We have the right to charge an administrative fee on any unclaimed funds, which will continue to apply and taken from your remaining Skyee Balance until it is depleted.   Unclaimed funds may also be subject to escheatment to the government under applicable law.

 

A-15.4.      Following the termination of this Agreement, your Skyee Account would be terminated and you would not be able to access our services. 

 

A-16.      INACTIVE ACCOUNTS.

 

A-16.1.      We deem your Skyee Account to be inactive if you have not used Skyee’s services for a consecutive twelve months period.

 

A-16.2.      We will send to you notice that your Skyee Account has reached inactive status.  You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account.  The notice will provide you information on how to re-activate your Skyee Account and the deadline by which such action must be taken.  If you don’t take the action required to re-activate your Skyee Account within one month of the date of the notice, we reserve the right to send you a notice of termination and to terminate this Agreement and your access to our services.  

 

A-17.      GENERAL PROVISIONS

 

A-17.1.      Relationship. Skyee and its Affiliates engaged in providing services to you are independent contractors.

 

A-17.2.       Force Majeure.  Skyee and its Affiliates are not liable for any failure to fulfill its obligations under this Agreement due to reasons beyond their control, which includes but not limited to changes of laws, regulations and orders of any competent authorities, acts of Service Providers, act of God, and breakdown of system or equipment.

 

A-17.3.      Governing Laws and Forum.  This Agreement is governed by the laws of Hong Kong. Skyee and you shall submit any dispute arising from this Agreement to the Hong Kong International Arbitration Center for arbitration in accordance with the arbitration rules then in force.  The Hong Kong International Arbitration Center’s decision shall be final and binding for both parties.

 

A-17.4.       Amendments.  From time to time, Skyee may amend the terms under which its Services are offered. Only Skyee has the right to amend this Agreement.  We will post the latest revised version of this Agreement on our website at www.skyee360.com. If we make changes that are material, we will let you know via e-mail or notice via your Skyee Account before the changes take effect.  You are deemed to have received the notice after we have sent the notice to the email address associated with your Skyee Account or made the notice available through your Skyee Account.   If you disagree with the proposed changes, then you should stop using our services within the designated notice period. Your continued use of our services will be subject to the latest version of Agreement. However, any dispute that arose before the changes will be governed by the version of the Agreement that was in place when the dispute arose.  This Agreement may also be amended if Skyee and you enter into a separate written agreement to amend this Agreement that is signed by authorized representatives of both parties.

 

A-17.5.       Successors and Assigns.  This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You are NOT permitted to assign your rights or delegate your obligations under this Agreement without Skyee’s written consent.  Skyee is permitted assign its rights and delegate its obligations under this Agreement without condition.

 

A-17.6.       Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

 

A-17.7.      Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement or each party remain valid, binding, and enforceable.

 

A-17.8.      Survival.  The following provisions survive the termination of this Agreement:

 

·       Section A-5.2 Right to Setoff

·       Section A-6.3 Court Order or Regulatory Action

·       Section A-7 Information Sharing

·       Section A-9 Disclaimer of Warranty

·       Section A-11 No Liability

·       Section A-12 Limitation of Liability

·       Section A-13 Tax Reporting and Payment

·       Section A-14 Indemnification

·       Section A-15.3, which relates to the disposition of your funds post termination.

 

 

A-17.9.      Captions. The descriptive headings of the sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. 

 

A-17.10.     Number and Gender.  Any reference in this Agreement to the singular includes the plural where appropriate, and any reference in this Agreement to the masculine gender includes the feminine and neuter genders where appropriate.

 

A-17.11.    Governing Language.  This Agreement is written in English.  We may translate this Agreement to other languages.  Any translation to other languages is for convenience only.  In the event of any conflict or inconsistency between a translated version of this Agreement and the English version, the English version will prevail.  

 

A-17.12.    Merger.  This Agreement constitutes the final agreement between Skyee and you.  This Agreement is the complete and exclusive expression of the parties’ agreement on the matters contained therein.  All prior and contemporaneous negotiations and agreements between the parties on the matters contained in the Agreement are expressly merged into and superseded by the Agreement.  The provisions of the Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings.  In entering into the Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in the Agreement.  There are no conditions precedents to the effectiveness of the Agreement, other than those expressly stated in the Agreement.

 

EXHIBIT B

  The following, together with the Common Terms, comprise the terms and conditions that govern the availability and use of our Inbound Payment Service.

 

B-1.          CONTRACTUAL ENTITIES. For Skyee’s Inbound Payment Service, the Contractual Entity (or Contractual Entities) is each company within our corporate group that receive, hold, and/or transfer funds on your behalf.  The Payment Account Credential assigned to you determines the Contractual Entity (or Contractual Entities) engaged in providing services to you.

 

B-1.1.        Group A Service Provider.  If the Payment Account Credential is provided by Global M2C Company, the Contractual Entities are Global M2C Company Ltd. and Skyee Hongkong Company Ltd. (“Group A Service Provider”).

 

B-1.2.        Group B Service Provider. If the Payment Account Credential is provided by Skyee Japan Company Ltd., the Contractual Entities are Skyee Japan Company Ltd. and Skyee Hongkong Company Ltd.  (“Group B Service Provider”).

 

B-1.3.        Group C Service Provider.  If the Payment Account Credential is provided by Skyee Hongkong Company Ltd., the Contractual Entity is Skyee Hongkong Company Ltd. (“Group C Service Provider”).

 

 

B-2.          OUR ROLE. Skyee serves as your agent to receive funds in payment of goods and services on your behalf and to remit the funds to you. 

 

B-3.          RELEASE OF PAYER FROM PAYMENT OBLIGATION.  You acknowledge that the receipt of funds by Skyee on your behalf satisfies and discharges the payer’s corresponding payment obligations to you and that the payer is released from such liability for payment when the funds are received by Skyee on your behalf and not as of later when Skyee settles the funds to you.

 

B-4.          PAYMENT ACCOUNT CREDENTIALS.  You may apply for credentials to use our Payment Accounts (“Payment Account Credentials”) during the Skyee Account registration process or subsequently thereafter by providing us requested information.  Upon our approval of your application, we will provide you with Payment Account Credentials, which you may provide to payers to send funds.  Unless otherwise authorized by Skyee, you are only permitted to use the Payment Account Credentials to receive funds.  If you cause any person or entity to debit funds from the Payment Account, without our prior approval, you will be liable to Skyee for the amount debited.

 

 

B-5.          SERVICE OVERVIEW.  The following is an overview of Skyee’s Inbound Payment Service:

 

B-5.1.        Group A Service Provider. Global M2C Company Ltd. provides you with the Payment Account Credentials to receive funds in payment for goods and services.  Global M2C Company Ltd. serves as your agent to receive the funds on your behalf, to hold the funds in its Payment Account, and then to settle the cleared funds to your agent Skyee Hongkong Company Ltd. Skyee Hongkong Company Ltd. serves as your agent to receive funds from its affiliate Global M2C Company Ltd and hold the funds in its Payment Account.  Upon your request, Skyee Hongkong Company Ltd. will then convert the funds to another currency, settle the funds to your designated Beneficiary Account, and/or transfer the funds to another payee in payment for goods and/or services or for other permitted purposes.

 

Group B Service Provider. Skyee Japan Company Ltd. provides you with the Payment Account Credentials to receive funds in payment for goods and services.  Skyee Japan Company Ltd.  serves as your agent to receive the funds on your behalf, to hold the funds in its Payment Account, and then to settle the cleared funds to your agent Skyee Hongkong Company Ltd. Skyee Hongkong Company Ltd. serves as your agent to receive funds from its affiliate Skyee Japan Company Ltd and hold the funds in its Payment Account.  Upon your request, Skyee Hongkong Company Ltd. will convert the funds to another currency, settle the funds to your designated Beneficiary account, and/or transfer the funds to another payee in payment for goods and/or services or for other permitted purposes.

 

B-5.2.        Group C Service Provider.  Skyee Hongkong Company Ltd. provides you with the Payment Account Credentials to receive funds in payment for goods and services.  Skyee Hongkong Company Ltd. serves as your agent to receive the funds on your behalf and to hold the funds in its Payment Account.  Upon you request, Skyee Hongkong Company Ltd. will convert the funds to another currency, settle the funds to your designated Beneficiary account, and/or transfer the funds to another payee in payment for goods and/or services or for other permitted purposes.

 

B-6.          APPROVED PAYERS AND PERMITTED PURPOSES.  You are only permitted to use your Payment Account Credentials to receive funds from payers that are acceptable to Skyee and for the purposes of receiving funds in payment for goods and/or services or other purposes permitted under this Agreement.  Skyee has the right to determine, at its sole discretion, whether to permit funds to be credited to the Payment Account.  Funds from non-permitted payers or for non-permitted purposes may be rejected by Skyee.

 

B-7.          CURRENCY.  You may only use the Payment Account Credentials to receive funds in currency supported by Skyee.   Please note that each Payment Account Credential supports receiving funds in specific currencies.  When we assign a Payment Account Credential to you, we will inform you of the currencies that can be received.  You are responsible for ensuring that incoming funds is in the currency that can be accepted using the Payment Account Credential.  Funds that do not correspond to the currency acceptable using the Payment Account Credential may be rejected or converted to another currency and received into the Payment Account.  You are solely responsible for any consequence resulting from the rejection of the funds or the exchange of the funds into another currency, including the payment of any expenses associated with the rejection of the funds or any currency exchange.

 

B-8.          METHODS OF ELECTRONIC FUND TRANSFER.  You are only permitted to use the Payment Account Credential to receive funds transmitted by methods of electronic fund transfer supported by Skyee.  Skyee does not accept funds transmitted via cash, checks, debit or credit card for the Inbound Payment Service. Please note that each Payment Account Credential can receive funds sent via specific types of electronic fund transfer.  When we assign a Payment Account Credential to you, we will inform you of the types of electronic fund transfer that the Payment Account Credential supports. You are responsible for ensuring that the incoming funds are sent via an electronic fund transfer is supported by the Payment Account Credential.  Funds transmitted via an electronic fund transfer that is not supported by the Payment Account Credential may be rejected and additional costs could be incurred.   You are solely responsible for any consequence resulting from the rejection of the funds and the payment of any expenses associated with the rejection of the funds.

 

B-9.          ACCEPTANCE OF INCOMING FUNDS.  Skyee reserves the right to accept or to reject incoming funds, in part or in whole, at its sole discretion at any time.  Skyee has the right to reject the incoming funds for any reason, including the reasons cited in the sections above but also for other reasons, including legal compliance and risk management reasons.  Skyee is not obligated to disclose the reasons for the rejection of incoming funds.

 

 

 

Exhibit C

 

The following, together with the Common Terms, comprise the terms and conditions that govern the availability and use of our Currency Exchange Service.

 

C-1.  CONTRACTUAL ENTITY.  With respect to the Currency Exchange Service, the Contractual Entity is Skyee Hongkong Company Ltd.

 

C-2.  OUR ROLE. Skyee serves as a provider of currency exchange services.

 

C-3.  SERVICE OVERVIEW.  Skyee’s Currency Exchange Service exchanges one currency to another currency.

 

C-4.   CURRENCIES AND EXCHANGE RATES. The currencies and exchange rates offered by us, at any time, are available through your Skyee Account.

 

 

C-5.  ELECTRONIC FUND TRANSFER.  For its Currency Exchange Service, Skyee only accepts funds transmitted via electronic funds transfer.  We do not accept funds in cash, check, or debit or credit card.

 

C-6.  CURRENCY EXCHANGE ORDER.  To use our service, you must issue a Currency Exchange order with us, which must contain the following information, including but not limited to – (i) the amount of funds to be exchanged; (ii) the foreign currency purchased; and (iii) acceptance of the offered exchange rate. In addition to the Currency Exchange order, we may request that you provide additional information and/or documentation, including that related to the underlying business transaction.

 

C-7.   ACCEPTANCE OF ORDER.  Skyee reserves the right to accept or to refuse the Currency Exchange order.  Skyee has the right to refuse to accept the order, including but not limited to, if (i) information in the order is incorrect or incomplete; (ii) you failed to provide the requested information and/or documentation; or (iii) for legal compliance and/or risk management reasons.

 

Exhibit D

The following, together with the Common Terms, comprise the terms and conditions that govern the availability and use of our Outbound Payment Service.

D-1.          CONTRACTUAL ENTITY.  With respect to the Outbound Payment Service, the Contractual Entity is Skyee Hongkong Company Ltd.

 

D-2.          OUR ROLE.  Skyee serves as your agent to make outbound payments on your behalf.

 

D-3.          SERVICE OVERVIEW.  Skyee’s Outbound Payment Service transfers funds on your behalf to designated payees in payment of goods and/or services or for other purposes permitted by Skyee.   Pursuant to your Outbound Payment order, Skyee will transfer funds in the amount and currency you designate from your Skyee Balance to your designated payee.  With the approval of Skyee, you may also transfer additional funds to Skyee to increase your available Skyee Balance.

 

D-4.          PERMITTED PURPOSES. You are only permitted to use Skyee’s Outbound Payment Service to send funds to designate payee in payment for goods and/or services or for other purposes permitted by Skyee.

 

D-5.          ELECTRONIC FUND TRANSFER.  For the Outbound Payment Service, Skyee only transfers funds to the designated payee via electronic fund transfer.  Furthermore, Skyee will only accept funds transmitted to Skyee via electronic fund transfer. We do not accept funds in cash, check, or debit or credit card.

 

D-6.          OUTBOUND PAYMENT ORDER. To use our service, you must issue an Outbound Payment Order, which must contain the following information, including but not limited to  - (i) the amount and currency of the funds to be transferred; (ii) the name of the payee; and (iii) the payee’s bank account information.  In addition to the Outbound Payment Order, we may request that you provide additional information and/or documentation, including that related to the underlying business transaction.

 

D-7.          ACCEPTANCE OF ORDER.  Skyee reserves the right to accept or to refuse the Outbound Payment order.  Skyee has the right to refuse to accept the order, including but not limited to, if (i) information in the order is incorrect or incomplete; (ii) you failed to provide the requested information and/or documentation; (iii) if the funds are not for the permitted purposes; or (iv) for legal compliance and/or risk management reasons.

 

 

SKYEE用户协议

 

感谢您选择SKYEE作为您的服务提供商。根据本协议,SKYEE将向您提供以下服务:

(1)收款服务:接收付款方的付款并转账支付给您;

(2)货币兑换服务:将一种货币兑换成另一种货币;

(3)支付服务:向指定收款方付款。

您开通SKYEE账户,或以其他方式使用我们的服务,即视为您同意本协议条款,并按本协议接受及使用我们的服务。

 

本协议语言为英语,我们为了方便您理解,会提供其他语言的翻译版。如翻译版与英文版有不一致的,应以英语版本为准。

 

只有SKYEE有权不时修订服务协议。我们将会在WWW.SKYEE360.COM公布我们的最新修订版本。如果有重大修订,我们会在修订生效前通过邮件或您的SKYEE账户通知您。我们一经向您的SKYEE账户或该账户绑定的邮箱发送该通知,即视为您收悉该通知。如您不同意该修订,则应在规定的时间内停止使用服务。如您持续使用服务,则应视为接受新修订协议。但是如果在修订前有争议发生的,则应按争议发生时所适用的协议版本进行解释。此外,双方可以通过签署书面的补充协议修订本协议,该补充协议应由双方授权代表签署生效。

 

本协议部分条款普遍适用于我们所有服务(“通用条款”),而部分条款仅针对某一項服务(“专用条款”)。通用条款见附件A,针对收款服务、货币兑换服务、和支付服务的专用条款分别见附件B, C,和D。所有附件均构成本服务协议的一部分。

 

根据您使用的服务,我们会有不同的公司主体(“协议主体”)提供具体的服务,所有协议主体均属于我们的集团。您开通SKYEE账户,或使用我们的服务,即代表您和相应的协议主体达成了协议,包括通用条款和相应的专用条款。如果您注册或使用了多项服务,则您就每一项服务与我们缔结了协议。举例:如果您注册或使用了收款服务和货币兑换服务,则您与我们集团提供收款服务的协议主体就该项服务缔结了一份协议,同时与提供货币兑换服务的协议主体就货币兑换服务缔结了一份协议。

下表列示了各项服务对应的协议主体及所适用的协议条款。

服务内容

协议主体

适用协议条款

收款服务

Global   M2C Company Ltd.

Skyee   Hongkong Company Ltd.

Skyee   Japan Company Ltd.

Skyee   Hongkong Company Ltd.

Skyee   Hongkong Company Ltd.

附件A 和

附件B

货币兑换服务

Skyee   Hongkong Company Ltd.

附件A 和附件C

支付服务

Skyee   Hongkong Company Ltd.

附件A和附件C

 

 


 

附件A  通用条款

 

以下条款属于通用条款,适用于所有服务。通用条款与专用条款共同成为针对该服务的服务协议(“服务协议”)。“SKYEE”, “我们” 均指代具体向您提供服务的协议主体。在服务协议中定义的专用语是服务协议的一部分。

 

A-1. SKYEE 账户

A-1.1 关于您的SKYEE账户

为了使用我们的服务,您需要先在我们的专用系统上注册一个网络用户账号(“SKYEE 账户”)。通过您的SKYEE账户,您可以享有我们的服务和信息, 如关于入账,支出,余额,费用,以及资金结算至您的收益账户(定义见下文)等信息。

 

A-1.2. 合法性

您必须满足以下条件才能合法的注册SKYEE账户并使用我们的服务。注册之后,您应持续满足以下各项条件。

(a)如您是自然人,您必须年满18周岁,且具有签署本协议的民事行为能力。如您以商业主体类型注册SKYEE账户,则该商业主体需具有缔结本协议的民事行为能力,代表商业主体注册SKYEE账户的人需年满18周岁,且应有适当授权,包括在该商业主体的设立文件中依法授权、根据该商业主体设立地法律获取授权、以及通过其他方式取得该商业主体的授权。

(b)我们的服务适用于商业相关活动的支付行为,并不适用于个人用途,包括非商业的个人间转账。因此,您必须是一个商业主体,或商业个人,在您正常的商业活动、交易活动中使用我们的服务,不得用于非商业目的。

(c)您必须遵守本协议所有条款,遵守所有反洗钱相关法律(具体定义见下文),以及其他适用的法律法规。

(d)除非另行经过我们的书面同意,否则您必须以您自己的名义使用我们的服务进行交易,不得代表其他第三方。为申请该等同意,您必须向我们提供(i)您所代表的第三方对您的书面授权, (ii)该第三方的身份文件(按我们的要求),以满足合规需求。

(e)在您注册当时及以后,您必须及时向我们更新您的注册信息,以确保其正确性和完整性。

您注册SKYEE账户及/或使用我们服务的行为,代表您确认您满足以上合法性要求。

 

A-1.3 注册

我们根据本服务协议及我们的公司政策向您提供相关服务。根据法律要求,我们必须了解我们的客户。在您注册SKYEE账户时,我们要求您接受本服务协议的条款及SKYEE公司政策。我们有权对本服务协议及SKYEE公司政策随时更新。我们还要求您在注册时提交相关资料和信息,包括但不限于身份信息,您从事的商业的信息,商业主体的实际控制人、股东、最终受益人等。通常情况下,我们要求您在在线注册时提供的信息已足够我们审查您的申请,但是在有些情况下,我们有权要求您补充其他信息或资料。我们有权委托第三方数据库或第三方服务以审查您的申请,您同意并在此授权我们想该等第三方披露您的信息和资料进行身份核实,以及名字和交易筛查。

 

A-1.4 SKYEE账户的批准/拒绝

您的SKYEE账户申请需经过我们的批准。我们有权单方决定同意或拒绝您的申请,我们拒绝您申请的原因包括但不限于您未能按要求提供相关信息及资料,法律合规原因,以及我们内部管理决定等。我们将以书面形式通知您注册结果。

 

A-1.5 登录秘钥

如您申请成功,我们会激活您的SKYEE账户,您通过您的登录秘钥,如用户名和密码,可以接入并使用我们的专用在线平台,以享受我们的相关服务。您不得将登录秘钥披露给任何未授权第三方。如您授权第三方登录您的SKYEE账户,您将对该第三方的所有操作承担责任。

 

A-2 关联公司及第三方服务商

为了向您提供相关服务,SKYEE需借助其关联公司(“关联公司”)和其他金融机构(“第三方服务商”)的服务。您同意SKYEE通过关联公司向您提供服务。广州高富信息科技有限公司(“高富”)向SKYEE提供运营支持,包括市场、IT、行政、客户服务等。尽管本服务协议由您和SKYEE订立,您同意并接受高富根据SKYEE的授权向您提供服务。您也同意SKYEE通过或借助第三方服务商以更好的向您提供服务。就SKYEE服务,您与第三方服务商不订立任何合同,您同意不与第三方服务商就我们的服务进行直接交流,否则,我们有权立即停止向您提供SKYEE服务。

 

A-3 支付账户

SKYEE在持牌的金融机构已经开立账户(“支付账户”),用于代表其客户接收、持有、及转账。SKYEE是支付账户的指定/名义持有人。您仅能根据本服务协议在SKYEE同意的情况下适用SKYEE支付账户。SKYEE将客户资金聚在支付账户中。SKYEE将单独为每个客户记账其代为持有的资金。“SKYEE余额”指SKYEE代表客户在支付账户中持有的资金。您可以通过SKYEE账户查询您的SKYEE余额。SKYEE不是银行或信用机构。SKYEE不会就SKYEE余额向您支付利息。您授权SKYEE保有您SKYEE余额所产生的利息(如有)。SKYEE支付账户不是相关法律法规定义的存款账户,您在SKYEE支付账户的资金没有银行保险。SKYEE将严格遵守相关要求,以保护您SKYEE余额的安全及其可变现性。您一经使用SKYEE服务,即视为同意并接受SKYEE余额没有银行保险覆盖的相关风险。

 

A-4 结算至受益账户

A-4.1 受益账户

A-4.1.1受益账户”指您指定的用于从SKYEE接收资金的银行账户。

A-4.1.2 为绑定受益账户和SKYEE账户,您需要向SKYEE提供受益账户信息。您确保您提供的受益账户信息是完整和正确的,否则,转账资金可能被退回或转账错误。如果因为您提供的受益账户信息不完整或不正确导致资金退回,需要重新转账的,会产生额外的金融服务费,该额外的金融服务费将在您的转账资金中扣除。如果您为您提供的受益账户信息不完整或不正确导致资金转账错误的,SKYEE将采取商业上合理措施帮助您收回该资金,但是,如果不能收回,您将自行承担该后果。

A-4.1.3 受益账户必须正常存续并能接受入账资金。如果受益账户不是正常存续账户,SKYEE转账的资金可能会被退回。

A-4.1.4 您的受益账户的绑定需经过SKYEE的审查和批准。我们有权基于法律合规和风险管控等原因,拒绝您绑定受益账户和SKYEE账户的请求。我们亦有权撤销之前批准过的受益账户的绑定。

 

A-4.2 结算指令

A-4.2.1 您必须通过SKYEE账户提交结算指令,才能将您在SKYEE账户中的可用资金转至您的受益账户。

A-4.2.2 SKYEE收到您的结算指令后,会按照您提交的金额和币种向您的受益账户发起转账,并会预先从转账金额中扣除相关费用。您将自行承担受益账户银行收取的所有费用。

A-4.2.3  SKYEE一经接受您的结算指令,您将不可撤销该指令。除非转账至受益账户错误,您不得将资金再转回给SKYEE。

A-4.2.4 SKYEE有权拒绝接受您的结算指令并/或停止执行之前接受的结算指令。  在下述情况下, 我们可能行使该权利:(i)您的SKYEE余额少于结算指令金额;(ii)受益账户不是正常存续的账户或受益账户信息不正确或不完整;(iii)基于法律合规或风险管控等原因。

我们将在遵守反洗钱法律(定义见下文)及其他相关法律法规的前提下,尽合理商业努力解决结算资金转至您的受益账户所发生的问题。

A-4.3 结算

SKYEE将根据其接受的结算指令,将资金结算至您的受益账户。您授权SKYEE使用关联公司和第三方服务商的服务以完成结算。为提高您资金的流动性,SKYEE可以将已经实际收到SKYEE支付账户,但尚未入账的资金先行向您进行结算。待该资金入账到SKYEE支付账户时,SKYEE或关联公司有权将该笔资金与SKYEE在前述结算过程中预先向您结算的资金进行抵扣。就此您特此向SKYEE和关联公司进行相关授权。

 

A-5 服务费和抵扣权

A-5.1 服务费

基于SKYEE的服务,您同意向SKYEE支付相应费用(“服务费”)。我们的服务费表公布在我们的网站,您也可以通过您的SKYEE账户获取或了解。如果我们调整服务费(包括增加新费用),我们将更新服务费表,并通过邮件或您的SKYEE账户通知您。我们将通知送达您SKYEE账户关联的邮箱或您的SKYEE账户的第二天视为已经送达。您继续使用我们的服务即代表您接受新的新的服务费。我们将不时向特定客户提供优惠服务费费率,这种情况下具体的服务费将通过我们和您另行签订的书面合同进行规定。SKYEE有权选择在提供服务前或提供服务后向您收取服务费。您授权SKYEE在您收到的、转出的、进行货币兑换的、或在SKYEE余额的资金中扣除到期服务费。您可以通过SKYEE账户查询具体的服务和对应的服务费,如有任何问题,请即联系我们的客服人员。

 

A-5.2 抵扣

SKYEE及关联公司有权从对您的资金中直接抵扣您对SKYEE的应付费用,包括但不限于您在本服务协议下的应付费用。您授权SKYEE从您的SKYEE余额中直接扣除。

 

A-6 法律合规和限制使用

A-6.1 反洗钱和反恐怖主义融资

SKYEE遵守其相关管辖地的反洗钱和反恐怖主义融资相关法律(“反洗钱法律”)。为遵守反洗钱法律之目的,SKYEE制定了相关的公司政策和程序以打击洗钱和恐怖主义融资。SKYEE有权向您获取信息和资料, 包括但不限于以下:(i)您的身份信息;(ii)您业务的实际控制人或实际受益人的身份信息;(iii)您的业务信息,包括但不限于您的产品、服务、业务关系(如交易对手),及产生资金转账或货币兑换的业务交易信息。(统称“合规信息”)。您同意按要求向SKYEE提供合规信息。SKYEE有权通过您经以进行业务的电商平台和支付公司获取关于你的信息,包括合规信息。您授权SKYEE访问前述电商平台和支付公司并获取该信息。如果SKYEE认为向您提供服务可能导致其违反反洗钱法律的,SKYEE有权任意决定(i)解除或终止本服务协议;(ii)终止或暂停您进入SKYEE账户的权利;(iii)停止或暂停执行相关交易;或(iv)限制或拒绝向您提供服务。

 

A-6.2 限制使用

在您使用SKYEE服务时,您不得

(i)违反反洗钱法律;

(ii)支付或收取可能与洗钱,恐怖主义融资,或其他非法活动有权的资金;

(iii)向/从被禁止国家列表中的区域的个人或法人支付或收取资金。                     该被禁止国家列表是本服务协议的一部分,公布在SKYEE网站。SKYEE有权单方随时修订该限制国家列表。

(iv)违反您业务所在地相关法律或从事违法行为,包括但不限于(a) 侵犯知识产权;或(b)销售或购买伪冒产品。

(v)从事被禁止产品服务列表中的业务。该被禁止产品服务列表是本服务协议的一部分,公布在SKYEE网站。SKYEE有权单方随时修订该被禁止国家列表。

(vi)违反本服务协议或其他适用于您的协议;

(vii)提供错误、虚假、或有误导的信息给我们;

(viii)拒绝在任何调查中配合我们,或拒绝向我们提供有关您身份或业务的相关信息。

如果SKYEE认为向您有从事限制使用相关行为的,SKYEE有权任意决定(i)解除或终止本服务协议;(ii)终止或暂停您进入SKYEE账户的权利;(iii)停止或暂停执行相关交易;(iv)限制或拒绝向您提供服务; 和/或向有关政府部门报告,并/或冻结您全部或部分的SKYEE余额至政府部门的进一步指示。

 

A-6.3 法庭命令和监管行动

根据法庭命令,法律监管,或其他类似政府程序,SKYEE可能暂停、冻结、或向另一个人或实体支付您全部或部分SKYEE余额。在法律允许的情况下,我们将就此通知您。SKYEE有权决定是否通知及是否回应您。SKYEE没有义务就该等法庭命令或法律监管进行争论或申诉等的义务。

 

A-7 信息共享

您向SKYEE提供的信息和资料受我们的隐私政策的保护。本条款是对隐私政策的补充,两者如有冲突,应以本条款规定为准。我们的关联公司和第三方服务商需要您的特定信息如身份、业务、财务信息等以便协助我们向您提供服务。我们的关联公司和第三方服务商需遵守反洗钱法律和其他其业务运营地所在地法律法规,因此,他们需要您的信息以进行合规目的及回应政府相关部门的要求。政府相关部门也可能出于法律合规、调查、或其他法律目的要求我们披露您的信息。您授权SKYEE与其关联公司、第三方服务商、及政府相关部门披露您的信息,包括但不限于合规信息。且SKYEE有权应资金支付方或资金接收方的要求,向其提供本协议复印件以及您的身份信息,资金往来的商业交易信息。

 

A-8 客户的声明和义务

A-8.1 声明

A-8.1.1 您声明您符合本协议第A-1条款规定的合法性要求。

A-8.1.2 您声明严格按照本协议规定使用SKYEE服务,并遵守所有您运营地、居住地等相关管辖地的法律法规,包括但不限于有关网络行为,可接受内容,及从美国、欧盟、日本、中国(包括香港)、及任何其它您进行业务或居住的国家的数据传输的相关法律法规。

A-8.1.3 您声明您使用SKYEE服务不违反您与任何其他个人或实体的协议, 包括你与付款方或收款方的协议。

 

A-8.1.4 您声明使用SKYEE服务不会侵犯或不当使用任何其他个人或实体的知识产权。

 

A-8.2 义务

A-8.2.1 您应确保您在本条款中的声明不仅是在当时是真实的,并且应保证在整个协议期间都是真实的。

A-8.2.2 如您的任何资料和信息有变化,如您的身份、联系方式、业务所有权和业务交易、受益账户,及其他信息,可能影响SKYEE向您提供服务的,您应立即与我们沟通。

 

A-8.3 非穷尽说明

本条的声明和义务并非是穷尽的。您应遵守您在本协议下的所有声明和义务,无论是否在本条款中规定。

 

A-9 免责声明

SKYEE服务按照现状提供。SKYEE, 关联公司,第三方服务商特此声明其就服务不做任何明示或暗示的承诺,包括但不限于适销性、是否适合某一特定用途或目的、不侵权等。SKYEE, 关联公司及第三方服务商不保证服务是没有错误的,持续或不中断的。您理解您使用我们的服务是您自己的选择,风险由您自己承担。

 

A-10 角色限定

就收款服务和支付服务,我们仅作为您的代理去收款、持有及转账资金。就货币兑换服务,我们作为您的服务提供商。除了本协议规定的,SKYEE协助您支付及货币兑换以外,SKYEE不参与您与支付方或收款方的任何底层交易。我们不是您与支付方或收款方底层交易合同的乙方。我们也不是您、以及您的支付方或收款方的信托或托管。

 

A-11 无责任

A-11.1 就货币兑换,支付,结算指令,因您提供信息不准确或不完整,导致没有执行或执行有瑕疵的,SKYEE及其关联公司不承担任何赔偿责任。此外,因超过合理控制范围的事件导致的执行失败或延迟的,SKYEE及其关联公司也不承担任何赔偿责任。

 

A-11.2 SKYEE及其关联公司不是您与支付方/收款方,或其他第三方的底层商业交易的乙方。您应自行履行您在底层商业交易中的义务并遵守相关法律法规。因您于支付方/收款方,或其他第三方的底层商业交易所产生的任何损害及责任,与SKYEE及其关联公司无关。

 

A-11.3 根据本协议A-6法律合规和限制使用采取相关措施,导致您遭受损失的,SKYEE及其关联公司不承担任何赔偿责任。

 

A-11.4 SKYEE及其关联公司通过第三方服务商向您提供服务,您与第三方服务商之间未就该服务达成任何合同关系,第三方服务商不向您承担任何责任或义务。

 

A-12. 责任限制

无论任何情况下,也无论按照合同责任、过错责任、严格责任等任何法律理论,SKYEE及其关联公司均不对以下损失向您承担责任:

(i)任何间接损失,包括但不限于因商业中断或影响导致的损失;

(ii)寻找替代服务的费用;或

(iii)任何超过您在相关损害赔偿事件发生前12个月向SKYEE支付的费用的金额。

 

A-13 税务报告及支付

您应自行就SKYEE代替您支付或接受的资金有关的底层交易所产生的税费向相关政府部门进行报告和支付。SKYEE,关联公司,及第三方服务商没有义务就相关税费进行报告及支付。如果SKYEE,关联公司,及第三方服务商应政府相关部门的要求,冻结您的资金,或从您的资金中暂扣或支付相应税费的,您在此授权我们按照政府相关部门的要求进行。

 

A-14 赔偿

A-14.1 您须赔偿,辩护并保证SKYEE,关联公司,各自的董事、执行官员,员工、和代理免予承担, 因为您使用SKYEE服务包括但不限于 –

(i)               因您违反本协议;和/或

(ii)             因支付方/收款方,买方,政府相关部门,及其他第三方提起的索赔;

而导致的损毁,损失,索偿,诉讼,判决,开支与费用(包括合理的律师费)。

 

A-14.2 如因您的业务活动导致SKYEE或关联公司需向政府相关部门支付税费的,您授权SKYEE及其关联公司可以直接在代您持有的资金中扣除。该补救措施并非唯一的。

 

A-15 终止

 

A-15.1 您有权随时解除本协议,但应向SKYEE签发书面解除通知。我们收到该通知即被视为您发出该通知解除通知应载明终止日期,未载明的,本协议应自SKYEE收悉解除通知当日终止。

 

A-15.2 SKYEE有权随时解除本协议及终止服务。我们将会向您的邮箱发送该解除通知,一经向您的SKYEE账户关联的邮箱发送该通知,即视为您已经收悉。解除通知应载明终止日期,通常情况下,终止日期设定在通知日后一个月,但是,在下述情况下,终止日为解除通知当日。

(i)根据法律执行、法规部门、法院、或其他政府部门的命令的要求;

(ii)我们发现您在与我们的交易中提供虚假、误导、不准确或不完整的信息给我们,或有其他不诚实行为的;

(iii)您违反本协议或与我们缔结的其他协议的;

(iv)您的SKYEE账户受到入侵,或因为其他安全原因的;

(v)我们怀疑您参与欺诈、洗钱、恐怖主义融资或其他非法活动的;

(vi)我们怀疑您非法或欺诈使用SKYEE服务,违反相关法律的;

(vii)其他我们认为合理的理由的;

 

A-15.3 在终止日前,除非法律禁止撤回资金,您均可以将资金结算到您的受益账户。终止日后,如仍有SKYEE余额的,我们将尽合理努力,通过向邮件联系您以确定如何处理该SKYEE余额。一经向您的SKYEE账户绑定的邮箱发送该通知,即视为您收悉该通知。如您在收到通知后一个月内没有回应,您的资金将视为无人申领资金。我们有权对无人申领资金收取管理费用,该费用将会持续从您的SKYEE余额中扣除直至余额用完为止。无人申领资金也可能根据适用的法律被政府充公。

 

A-15.4 本协议终止后,您的SKYEE账户将被终止,您将不能再使用我们的服务。

 

A-16. 休眠账户

 

A-16.1 如您连续12个月未使用SKYEE服务的,您的SKYEE账户会被认定为休眠账户。

 

A-16.2 我们将会就此通知您。我们一经向您的SKYEE账户绑定的邮箱发送该通知,即视为您收悉该通知。该通知将载明如何重新激活您的SKYEE账户及再激活截止日期,如您在收到通知后一个月内没有再激活,我们有权向您发送解除通知终止本协议及服务。

 

A-17 其他条款

 

A-17.1 关系

SKYEE和向您提供服务的关联公司是独立的合同方。

 

A-17.2 不可抗力

因不可抗因素,导致SKYEE及其关联公司不能履行本协议义务的,SKYEE及关联公司不承担任何责任。不可抗因素包括但不限于法律法规变更、政府相关部门的命令、第三方服务商的行为或不作为、不可抗力、系统或设备宕机。

 

A-17.3 适用法律及管辖地

本协议适用香港法律。 如因本协议有关的任何争议,SKYEE或您均有权提交香港国际仲裁中心进行裁决。仲裁应依照当时生效的仲裁规则进行。仲裁裁决为终局裁定,对双方均有约束力。

 

A-17.4 修订

只有SKYEE有权不时修订服务协议。我们将会在WWW.SKYEE360.COM公布我们的最新修订版本。如果有重大修订,我们会在修订生效前通过邮件或您的SKYEE账户通知您。我们一经向您的SKYEE账户或该账户绑定的邮箱发送该通知,即视为您收悉该通知。如您不同意该修订,则应在规定的时间内停止使用服务。如您持续使用服务,则应视为接受新修订协议。但是如果在修订前有争议发生的,则应按争议发生时所适用的协议版本进行解释。此外,双方可以通过签署书面的补充协议修订本协议,该补充协议应由双方授权代表签署生效。

 

A-17.5 权利义务转让

本协议对双方及其各自的承继人有效。未经SKYEE书面同意,您不得将协议权利义务转让给第三方。SKYEE有权无条件转让其在本协议下的权利义务给其指定的第三方。

 

A-17.6 弃权

任意一方放弃本协议某条款的权利,或放弃根据某条款追究对方责任的,均为对当次权利的放弃,不代表对后续行为的权利放弃。

 

A-17.7 可分割性

如果本协议部分条款被认定为无效或不可执行,在合同核心条款仍然有效的情况下,其他条款应继续有效。

 

A-17.8 继续有效

本协议终止后,以下条款应持续有效。

Ÿ   A-5.2 抵扣

Ÿ   A-6.3 法庭命令和监管行动

Ÿ   A-7 信息共享

Ÿ   A-9 免责声明

Ÿ   A-11 无责任

Ÿ   A-12. 责任限制

Ÿ   A-13 税务报告及支付

Ÿ   A-14 赔偿

Ÿ   A-15.3 关于终止服务后的资金处置

 

A-17.9 标题

本协议中的标题仅为理解方便,并不构成协议一部分,不影响协议的整体架构和解读。

 

 

A-17.10数量及性别

本协议中对单数词的任何引用都包含其适用的复数形式,本协议中对单一性别的词的任何引用都包含其各种性别。

 

 

A-17.11 关于语言

本协议以英文书就,我们可能会将该协议翻译成其他语言,但对其他语言的翻译仅为方便起见。如果翻译版本的条款与英文版本之间存在任何冲突,则以英文版本为准。

 

A-17.12 合并条款

本协议是SKYEE与您之间的最终协议,是双方之间完整的,唯一的协议。双方之前的任何协商、协议等均已包含在本协议中,并应以本协议为准。本协议不应通过贸易习惯,历史交易等进行解释或补充。除本协议明确规定的以外,任意一方均没有基于对方的其他承诺和担保而订立本协议。本协议生效不设其他生效条件,除非本协议另有规定以外。

 

 

附件B

以下条款,与通用条款一起,共同适用于收款服务。

 

B-1. 缔约主体

就SKYEE的支付服务,我们的缔约主体是代您收款、持有,和/或转账的各个具体的集团内公司。分配给您的支付账户凭据体现了具体的我方缔约主体。

 

B-1.1 服务组A

如果支付账户凭据由Global M2C Company提供,则我方缔约主体是Global M2C Company Ltd. 和 Skyee Hongkong Company Ltd。 (“服务组A”)

 

B-1.2 服务组B

如果支付账户凭据由Skyee Japan Company Ltd.提供,则我方缔约主体是Skyee Japan Company Ltd.和 Skyee Hongkong Company Ltd。 (“服务组B”)

 

B-1.3如果支付账户凭据由Skyee Hongkong Company Ltd.提供,则我方缔约主体是Skyee Hongkong Company Ltd。 (“服务组C”

 

B-2 我们的定位

SKYEE作为您的代理,代您收取您基于货物或服务销售所产生的金额,并转账给您。

 

B-3 支付方支付义务解除

您同意当SKYEE代您收到支付方付款之时,而非SKYEE将收款结算给您之时,支付方的相应付款义务即已全部履行完毕。

 

B-4 支付账户凭据

在您申请SKYEE账户之时或之后,可以申请支付账户凭据(“支付账户凭据”)并提供您的相关资料。您的申请一经核准,我们将向您提供支付账户凭据,您可以将该支付账户凭据提供给支付方用以收款。除非SKYEE另外授权,您仅能使用该支付账户凭据用于收款。如果您未经SKYEE提前同意,使任何个人或实体从支付账户对外支出的,您应就支出金额向SKYEE承担赔偿责任。

 

B-5 服务介绍

以下是SKYEE收款服务的介绍。

 

B-5.1 服务组A

Global M2C Company Ltd向您提供支付账户凭据,以收取货款或服务款。Global M2C Company Ltd是您的代理,代您收取资金,在支付账户里保管您的资金,并将结算金额支付至Skyee Hongkong Company Ltd。Skyee Hongkong Company Ltd作为您的代理,接受从Global M2C Company Ltd的入账并保管在其支付账户里。应您的要求,Skyee Hongkong Company Ltd将该资金兑换成另一种币种,结算至您的指定受益账户,并且/或将资金支付给您基于货物或服务交易,或其他的许可用途的收款方。

 

服务组B

Skyee Japan Company Ltd向您提供支付账户凭据,以收取货款或服务款。Skyee Japan Company Ltd是您的代理,代您收取资金,在支付账户里保管您的资金,并将结算金额支付至Skyee Hongkong Company Ltd。Skyee Hongkong Company Ltd作为您的代理,接受从Skyee Japan Company Ltd的入账并保管在其支付账户里。应您的要求,Skyee Hongkong Company Ltd将该资金兑换成另一种币种, 结算至您的指定受益账户,并且/或将资金支付给您基于货物或服务交易,或其他的许可用途的收款方。

 

B-5.2 Skyee Hongkong Company Ltd向您提供支付账户凭据,以收取货款或服务款。Skyee Hongkong Company Ltd是您的代理,代您收取资金,并在其支付账户里保管您的资金。应您的要求,Skyee Hongkong Company Ltd将该资金兑换成另一种币种,结算至您的指定受益账户,并且/或将资金支付给您基于货物或服务交易,或其他的许可用途的收款方。

 

B-6 批准的支付方和许可用途

您仅可以用支付账户凭据用于收款,且该款项支付方必须是SKYEE接受的支付方,收款目的必须是基于货物或服务买卖,或本协议许可的用途的收款。SKYEE有权单方决定是否接受入账到支付账户。从未经许可的支付方转入的,或未经许可的用途的收款可能会被SKYEE拒绝。

 

B-7 币种

您仅能使用支付账户秘钥用于收取SKYEE可以支付的币种。每个支付账户秘钥对应不同的币种。当我们分配支付账户凭据给您时,会告知您可接收的币种。您应确保汇入的资金是该支付凭据支持的币种,否则该笔转账可能会被退回,或被转换成另一种币种后入账。您将自行承担由此引起的后果,包括因资金退回或转换货币所发生的费用。

 

B-8 电子资金转账方法

支付账户秘钥仅能用于接收SKYEE支持的电子资金转账的入账。SKYEE不接受通过现金、支票、借记卡或信用卡形式的收款。每个支付账户凭据支持不同形式的电子资金转账。当我们分配支付账户凭据给您时,会告知您可支持的电子资金转账方式。您应确保汇入的资金是通过该可支持的转账方式进行转账的,否则该笔转账可能会被退回。您将自行承担由此引起的后果,包括因资金退回所发生的费用。

 

B-9 接受收款

SKYEE在任何时候均有权全权决定接受或拒绝接收全部或部分入账收款。该拒绝可以基于任何原因,包括前述条款所述原因,也包括其他原因,如法律合规和风险管控等。SKYEE没有义务向您披露具体的拒绝原因。

 

 

附件C

以下条款,与通用条款一起,共同适用于货币兑换服务。

 

C-1. 缔约主体

就SKYEE的货币兑换服务,我们的缔约主体是Skyee Hongkong Company Ltd。

 

C-2 我们的定位

SKYEE是货币兑换服务的服务商。

 

C-3 服务介绍

通过SKYEE的货币兑换服务,您可以将一种货币兑换成另一种货币。

 

C-4 币种和汇率

您可以通过SKYEE账户了解我们可以支持的币种和汇率。

 

C-5 电子资金转账

就货币兑换服务,SKYEE仅支持通过电子资金转账的资金。SKYEE不接受现金、支票、借记卡或信用卡。

 

C-6 货币兑换指令

您需要向我们出具货币兑换指令,该指令应包含但不限于以下信息:(i)兑换的资金金额;(ii)买入的货币币种;(iii)确认接受汇率。除了货币兑换指令,我们有权要求您提供其他信息或资料,包括与底层交易有关的信息。

 

C-7 接受货币兑换指令

SKYEE有权决定接受或拒绝您的货币兑换指令。该拒绝可以基于但不限于以下原因:(i)货币兑换指令的信息不准确或不完整;(ii)您未能提供我们要求的信息或资料;(iii)法律合规和风险管控等.

 

 

附件D

以下条款,与通用条款一起,共同适用于支付服务。

 

D-1. 缔约主体

就SKYEE的支付服务,我们的缔约主体是Skyee Hongkong Company Ltd。

 

D-2 我们的定位

SKYEE是您的代理,代您对外进行支付。

 

D-3 服务介绍

通过SKYEE的支付服务,您可以将资金支付至您指定的收款人,但该资金支付须基于货物或服务交易,或其他的许可用途。根据您的支付指令,SKYEE将从您的SKYEE余额中按指定币种支付相应金额的资金给指定收款人。经SKYEE同意,您也可以向SKYEE转账以提高您的SKYEE余额。

 

D-4 许可用途

您仅可以使用SKYEE支付服务用于向指定收款方支付资金,且支付目的必须是基于货物或服务买卖,或其它SKYEE许可用途的支付。

 

D-5 电子资金转账

SKYEE仅支持通过电子资金转账向指定收款方付款。且SKYEE仅接受通过电子资金转账对SKYEE的转账。SKYEE不接受现金、支票、借记卡或信用卡。

 

D-6 支付指令

您需要向我们出具支付指令,该指令应包含但不限于以下信息:(i)支付资金的金额和币种;(ii)收款方的名字;(iii)收款方的账户信息。除了支付指令,我们有权要求您提供其他信息或资料,包括与底层交易有关的信息。

 

D-7 接受支付指令

SKYEE有权决定接受或拒绝您的支付指令。该拒绝可以基于但不限于以下原因:(i)支付指令的信息不准确或不完整;(ii)您未能提供我们要求的信息或资料;(iii)支付资金不符合许可用途;(iv)法律合规和风险管控等.

 



 

 

  

二、外贸收款服务

 

Terms and Conditions of Use

 

Ver. B2B T&C 2018-1

 

1.        Introduction

 

Thank you for choosing Skyee Hong Kong Company Ltd. as your service provider.  For the purpose of this Agreement (defined below), the terms “Skyee”, “we”, “us”, and “our” refer to Skyee Hong Kong Company Ltd. and its respective subsidiaries and affiliated companies that provide services to you.  This agreement comprises of these Terms and Conditions of Use (including all documents incorporated by reference) Privacy Policy, and, if any, additional written agreement(s) to extend or to amend the Terms and Conditions of Use and Privacy Policy entered into by Skyee and you (hereafter collectively referred to as “Agreement”). By registering with Skyee or otherwise using its services (hereafter referred to as “Services”), you agree to abide by the terms of this Agreement.

 

From time to time, Skyee may amend the terms under which its Services are offered. The Terms and Conditions of Use and Privacy Policy may be amended only by Skyee. Skyee will post the latest revised version of the Terms and Conditions of Use and Privacy Policy on its website at www.skyee360.com. If Skyee makes changes that are material, Skyee will let you know via e-mail or other written communication before the changes take effect. If you disagree with the proposed changes, then you should stop using Skyee’s Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes will be governed by the version of the Terms and Conditions of Use and Privacy Policy that was in place when the dispute arose.  In the event that Skyee and you entered into additional written agreement(s) to extend or to amend these Terms and Conditions of Use or Privacy Policy, such additional written agreement(s) must be amended by written agreement entered into by Skyee and you and signed by authorized representatives of both parties.

 

This Agreement is made in English.  For your convenience, we may translate this Agreement into other languages.  In the event of a conflict between a translated version of this Agreement and the English version, the English version controls.  

 

 

 

2.      Operations Support

 

Guangzhou Gao Fu Information Technology Co. Ltd. (“Gao Fu”) provides operations support to Skyee. Gao Fu provides Skyee with, among other things, support in marketing, IT, administration, and customer service. Even though this Agreement is between you and Skyee, you acknowledge and accept any Service provided to you by Gao Fu as Skyee’s delegate.

 

3.      Scope of Services

 

Skyee serves as your agent to receive, on your behalf, funds in payment for the sale of goods or services. Services provided include the following:  

 

(a)  Provide to you virtual account number(s), account reference number(s), or sub account number(s) for the purpose of receiving funds on your behalf (“Collection Account”).  The Collection Account is not your bank account.  Rather, it is a special purpose account established by Skyee for the purpose of receiving funds.

 

(b)  To deposit the received funds into –

 

(i) accounts established by Skyee in its own name at banks or at other financial institutions;

(ii)         accounts established by Skyee in your name at banks or at other financial institutions; or

(iii)        accounts established by banks or other financial institutions that provide services to Skyee.

 

Your funds may be transferred between the aforementioned accounts for the purpose of providing services to you. You funds may also be pooled and held in an account with that of other Skyee customers.

 

(c)  Convert the funds received on your behalf into other currency.  Such conversion may be done by Skyee or by banks or other financial institutions that service to Skyee.

 

(d)  Transmit the funds received on your behalf through banks, intermediary financial institutions, or your designated agent to a bank account designated by you (“Withdrawal Account”).

 

(e)  Provide you with an online account (“Skyee Account”) to view and to manage your funds.

 

(f)   Any additional services (if any) that are made available by Skyee from time to time.

 

4.      Appointment as Your Agent and Attorney In Fact

 

You hereby appoint Skyee as your agent and as your attorney in fact for the purpose of providing Services to you (the “Purpose”).  In connection with this Purpose, you authorize Skyee to do the following:

 

(a)   To establish any account at any bank or other financial institution in your name for the Purpose and to issue any instructions or orders with respect to these accounts.

 

(b)   To receive funds on your behalf.

 

(c)   To deposit the received funds into –

 

(i) accounts established by Skyee in its own name at banks or at other financial institutions;

(ii)         accounts established by Skyee in your name at banks or at other financial institutions; or

(iii)        accounts established by banks or other financial institutions that provide services to Skyee.

 

Your funds may be transferred between the aforementioned accounts for the purpose of providing services to you. You funds may also be pooled and held in an account with that of other Skyee customers.

 

(d)   To convert the funds received on your behalf to other currency.  Such conversion may be done by Skyee or by banks or other financial institutions that service Skyee.

 

(e)   To transmit the funds received on your behalf through banks, intermediary financial institutions, or your designated agent to your Withdrawal Account.

 

(f)     To take any other action necessary to effectuate the Purpose.

 

Skyee’s duties to you, including the scope of duties and limitations of liability, are exclusively defined by the terms of this Agreement. To the extent permitted by law, Skyee’s disclaims all other duties, fiduciary or otherwise, not explicitly provided for in this Agreement.

 

5.      Service Fees, Advanced Funds, and Right To Offset

 

For Services provided, Skyee charges a fee mutually agreed between Skyee and you.  Such fee may be based on a percentage of the funds received, a fixed amount fee or any other basis as agreed.  The fee is due when the funds are received into the Collection Account. Skyee also charges a fee for fund transfers to your Withdrawal Account, which is due upon the initiation of the fund transfer. The fee for fund transfer may be either a flat fee or a percentage based fee. The aforementioned fees are collectively referred to as “Service Fees.”  The Service Fees may change from time to time.  The Service Fee schedule is published on Skyee’s website at http://www.Skyee360.com and are incorporated into this Agreement by reference. When such Services Fees are due, you authorize Skyee to collect the Service Fee by debiting from the funds received on your behalf. Your Skyee Account will show the funds received, the Service Fees charged, and the available balance for withdrawal by you.  If you have any questions or are unclear as to any fees, you should contact Skyee Customer Support.

 

       To facilitate faster settlement, when you place a withdrawal request, Skyee or intermediary financial institutions may advance funds to you. You authorize Skyee to debit the funds received on your behalf in repayment of such advanced funds. 

 

       In the event that the funds received on your behalf are insufficient to meet your obligations, you shall pay Skyee the difference upon Skyee’s written demand.  Furthermore, you authorize Skyee to offset any obligation to deliver funds to you against any outstanding amounts that you owe to Skyee.

 

6.      AML Program; Obtaining Information From You and Third Party Platforms

 

Skyee has a legal obligation to comply with applicable laws and regulations in the jurisdictions where it operates, in particular with respect to those laws and regulations regarding money laundering and terrorist financing  (collectively “AML Laws”), including but not limited to, where applicable, Hong Kong Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance Cap 615.  As such, Skyee is required to maintain Anti-Money Laundering and Anti-Terrorist Financing policies and procedures (collectively the “AML Program”).  Pursuant to its AML Program -  

 

(i)      Skyee may request that you provide information and/or documentation regarding your identity and business and that of your affiliates (“Identity Information”).

 

(ii)     Skyee may request that you provide information and/or documentation regarding the underlying transaction supporting the payment of funds to you (“Transaction Information”).

 

(iii)    Skyee may request that (a) you provide Identity Information and Transaction Information from third party transaction or information platforms that you utilize to conduct business (“Third Party Platforms”); (b) authorize such Third Party Platforms to share such information with Skyee; or (c) authorize and provide access to Skyee to obtain such information from Third Party Platforms.

 

(iv)    Skyee may request that you provide other information or documentation.

 

(v)     Skyee may verify or authenticate Identity Information and Transaction Information, and other information provided by you and may take actions as prescribed by its AML Program or that it deems necessary to meet its compliance obligations.

 

To facilitate (a) Skyee’s implementation of its AML Program; (b) Skyee’s compliance with applicable AML Laws and respond to requests from government authorities; and (c) Skyee’s provision of Services to you, you agree to the following:

 

(i)      To provide Identity Information, Transaction Information, and other information as requested by Skyee.

 

(ii)     To authorize Third Party Platforms to provide Identity Information, Transaction Information, and other information to Skyee.

 

(iii)    To permit Skyee to obtain from Third Party Platform your Identity Information, Transaction Information, and other information.

 

You further agree that Skyee may verify or authenticate Identity Information, Transaction Information, and other information provided by you and that Skyee may take actions as prescribed by its AML Program or that it deems necessary to meet its compliance obligations.

 

 

 

7.      Information Sharing

 

Skyee’s Service Providers (defined below) are also subject to applicable AML Laws in the jurisdictions where they operate.  “Service Providers” mean banks, payment service providers, clearing networks, and other third party payment processing services, and other intermediary financial institutions that support Skyee in the provision of Services.  In many instances, Skyee is required by its Service Providers to provide to them your Identity Information, Transaction Information, and other information about you in order to facilitate the Service Providers’ implementation of their own AML Programs, to comply with AML Laws or requests by government authorities, and/or to provide services to Skyee.   

 

You authorize Skyee to provide your Identity Information, Transaction Information, and other information about you to its Service Providers. You authorize these Service Providers to (i) use the your Identity Information, Transaction Information, and other information about you to meet their compliance obligations, including to facilitate the implementation of their AML Programs, and to respond to government requests for such information; and (ii) to provide your Identity Information, Transaction Information, and other information about you to their service providers (e.g. a correspondent bank) that facilitate the Service Providers’ provision of services to Skyee.

 

Government authorities may also request that Skyee provide your Identity Information, Transaction Information, or other information about you to the government for regulatory, investigative, and legal purposes. Your authorize Skyee to provide your Identity Information, Transaction Information, and other information about you to government authorities in response to such requests.

 

You authorize Skyee to provide a copy of this Agreement and any Identity Information and Transaction Information to any payer that request information concerning you and regarding the settlement of funds to your Collection Account.

Any information and documentation that you provide to Skyee are subject to Skyee’s Privacy Policy.  This Section 7 supplements Skyee’s Privacy Policy.  In the event of any conflict between this Section 7 and the Privacy Policy, this Section 7 controls.

 

 

8.      Compliance with Applicable Law and Prohibited Use

 

You covenant, represent, and warrant that you will comply with all applicable laws in connection with the performance of your obligations under this Agreement.

 

       You agree not to use the Collection Account or Skyee’s services for any activity, which is illegal under applicable law or to facilitate any transaction other than those transactions specifically contemplated by this Agreement. 

 

You further agree not to use the Collection Account or Skyee’s services to facilitate the collection of payment from payors located in jurisdictions set forth in the Prohibited Countries List, as amended from time to time, which is published on Skyee’s website and incorporated into this Agreement by reference.  Skyee may amend the Prohibited Countries List in its sole discretion.

 

       You further agree not to use the Collection Account or Skyee’s services to facilitate the transaction of goods or services set forth in the Prohibited Products and Services List, as amended from time to time, which is published on Skyee’s website and incorporated into this Agreement by reference.  Skyee may amend the Prohibited Products and Services List in its sole discretion.

 

9.      Registering with Skyee

 

In order to use Skyee’s Services, you must register with Skyee to obtain a Skyee Account. Through the Skyee Account, you would be able to access Skyee’s Services and obtain information about the funds received, the Service Fees charged, and the available balance for withdrawal by you.  Any individual (18 years or older) or business entity based in China (or the Chinese Special Administrative Region of Hong Kong), may apply to register with Skyee. If you register with Skyee on behalf of a business entity, you represent that you are duly authorized to enter into this Agreement on behalf of the business entity.

 

To successfully complete the registration process, you must submit an application and supporting information and documentation requested by Skyee (collectively “Application”).  You represent that the Application you submit is accurate to the best of your knowledge.  In the event that your Identity Information, Transaction Information, and other information about you are accessible on a Third Party Platform, you shall authorize and allow Skyee to obtain such information from the Third Party Platform.

 

In some instances, in addition to the information and/or documentation initially requested, Skyee may require you to submit additional information and/or documentation to supplement the Application. You shall amend or supplement the Application, both during and after completing the registration, if information in the previously provided Application is inaccurate or requires amendment or supplementation due to changed circumstances.

 

After approval of your Application, Skyee will provide you with a Skyee Account and one or more Collection Account(s). It is your responsibility to secure your Skyee Account and Collection Account information. If you allow another person to have access to your Skyee Account or Collection Account, Skyee will consider any use by such person as authorized by you and you shall be liable for transactions and fees incurred by such use.

 

Skyee reserves the right, in its sole discretion, to reject any Application.  Skyee reserves the right to terminate, suspend, or otherwise limit your use of Skyee Account and/or Collection Account at any time, even after approval of your Application.

 

10.   Receiving Funds

 

Skyee’s Services enable you to receive funds. After you successfully register with Skyee, Skyee will provide you with Collection Account(s) and other information necessary to receive funds using Skyee’s Services.  The Collection Account is for receiving funds only.  Unless authorized by Skyee, you shall not allow any party the right to debit the Collection Account.  You are liable to Skyee for any unauthorized debits made to the Collection Account. 

 

With respect to any inbound funds, you acknowledge that Skyee serves as your agent to receive the funds on your behalf and that the receipt of the funds by Skyee will satisfy and discharge the payer’s corresponding payment obligations to you.  Furthermore, you release the payer from liability for such payment when the funds are received by Skyee and not as of later when Skyee settles the funds to you.

 

You may only use Skyee’s Services to receive funds from payers that are approved by Skyee. The approval of the payer is at Skyee’s sole discretion. Funds from non-approved payers will be rejected. You shall bear any costs and expenses associated with the rejection of such funds.

 

Skyee will assign to you Collection Account(s) to receive funds denominated in AUD, CAD, CNH, HKD, JPY, NZD, GBP, USD, EUR, and in other currency allowed by Skyee (collectively “Approved Currencies”)

 

You are responsible for ensuring that the funds denominated in the Approved Currencies are transferred into the Collection Account. You are responsible for advising the payer that the funds must be denominated in Approved Currencies.  Funds that do not correspond with the Approved Currencies may be rejected and not allowed to be credited into the Collection Account.  You agree to bear any expense associated with the rejection of the funds.  You are solely responsible for all consequences resulting from the rejection of the funds.

 

Skyee accepts funds transferred by payment types that are traceable, including but not limited to international wire, local clearing and check.  Skyee does not accept funds transferred by cash or other untraceable payment methods.

 

In the event that Skyee or any of its Service Providers believes that receiving funds on your behalf or transmitting funds to you may violate applicable law or would lead to Skyee or its Service Providers to bear excessive legal, financial, or reputational risk, then your funds may be temporarily withheld pending the outcome of an internal or government investigation.  Based on the outcome of the investigation, your funds may be remitted to you, rejected or, pursuant to instructions from government authorities, frozen or forfeited to the government. 

 

Skyee reserves the right to reject any inbound funds in part or in full at any time.  The funds may be rejected for any reason, including but not limited to non-compliance with AML Laws or the AML Program of Skyee or its Service Providers. Furthermore, Skyee is not obligated to disclose the reasons for the rejection.

 

The amount of time required for inbound funds from the payer to reach your Collection Account is not within Skyee’s control.  Skyee is not responsible for any dispute between you and the payer, which you should resolve with the payer directly.

Funds transferred to the Collection Account are deposited into bank accounts established by Skyee or by banks and other financial institutions that service them. You authorize Skyee and its Service Providers to retain interest (if any) that accrue from funds received on your behalf.

Furthermore, funds held by Skyee or its Service Providers on your behalf, may not be insured by banking insurance.  In the unlikely event that Skyee or, its Service Providers become insolvent, you may lose the funds. By using Skyee’s Services, you assume this risk. 

You are solely responsible for the reporting and payment to relevant government authorities of all applicable taxes that apply to any funds received by Skyee on your behalf.  Skyee and its Service Providers are not responsible for the payment of your taxes.  In the event, that Skyee and its Service Providers are required by government authorities to freeze your funds, withhold taxes from your funds, or make any tax payments for you, you authorize each of them to comply with such requests and to make such payment using your funds. If your funds remain with Skyee for two (2) years and Skyee is unable to contact you, the funds may be required to be turned over to government authorities under applicable escheatment laws.

Finally, you shall refrain from communicating with any Service Provider that support Skyee’s Services regarding the Collection Account and, instead, direct all such communications to Skyee.  Your breach of the aforementioned provision may result in the immediate termination of your Skyee Account. 

11.   Settlement to Withdrawal Account

      

Before Skyee can transfer funds to your Withdrawal Account, you must provide the details for the Withdrawal Account to Skyee. You must ensure that the information you provided regarding your Withdrawal Account is accurate and complete.  Otherwise, your funds may be misdirected or rejected as a result of incorrect bank information.  In the event that your funds are misdirected as a result of inaccurate or incomplete information regarding your Withdrawal Account, Skyee will take commercially reasonable measures to help you trace and recover the funds.  However, you are solely responsibility for any funds that cannot be recovered. Furthermore, if your funds are rejected and the funds need to be resent, Skyee may incur additional banking charges.  Such charges will be deducted from your funds prior to the transfer to your Withdrawal Account.      

 

To execute the transfer of funds to your Withdrawal Account, you must login to your Skyee Account and put in a request for fund settlement.  Upon receipt of your request, Skyee will then initiate a transfer to your Withdrawal Account in the amount you selected less any applicable fees. You are solely responsible for the payment of any fees charged by your bank for receiving inbound funds.  Unless the funds were transferred in error, the fund transfer cannot be reversed.

 

Skyee may rely banks, third party intermediary financial institutions, and/or your designated agent to transfer funds to your Withdrawal Account.   

 

We advise you to pay attention to the type of currencies that your Withdrawal Account can accept.  If you are holding a balance in your Skyee Account denominated in a foreign currency, you may withdrawal that balance (or part thereof) denominated in the foreign currency to a Withdrawal Account that accept the funds denominated in such foreign currency.  However, in some cases, your Withdrawal Account may be limited to accepting funds in local currency.

 

You may request that Skyee convert the funds to your designated currency and then transfer the funds to your Withdrawal Account. Currency conversion is made by Skyee using an exchange rate set by Skyee. 

 

If you initiate a transfer of funds denominated in foreign currency to a Withdrawal Account that only accepts local currency, your funds may be (i) automatically converted by Skyee, at an exchange rate set by Skyee, to the local currency prior to the transfer or (ii) transferred to the Withdrawal Account in foreign currency and rejected by the receiving bank or converted to local currency by the receiving bank at prevailing exchange rate set by the receiving bank, in which case the receiving bank may charge additional fees.

 

12.     Representations and Warranties

 

You represent and warrant that –

 

(i)      your use of the Skyee Services will be in strict accordance with this Agreement and in compliance with all applicable laws and regulations in the jurisdiction where you operate or reside, including without limitation any laws or regulations regarding online conduct, acceptable content, and the transmission of technical data exported from the United States, E.U, Japan or the country in which you reside;

 

(ii)     the settlement of funds via Skyee’s Services does not breach any agreement between you and payer; and

 

(iii)    your use of the Skyee’s Services will not infringe or misappropriate the intellectual property rights of any third party.

 

13.   Disclaimer of Warranties

 

Skyee’s Services are provided "as is." Skyee 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.

 

Skyee and its Service Providers do not make any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you use our Services at your own discretion and risk.

 

 

14.           Limitation of Liability

 

In no event will Skyee or its Service Providers, be liable to you for any matter arising from this Agreement, under any theory of contract, negligence, strict liability or other legal or equitable theory, for (i) any special, incidental or consequential damages; (ii) any damages resulting from business disruption, including the interruption of use, loss, or corruption from data; (iii) the cost of procurement for substitute products or services; or (iv) for any amounts that exceed the fees paid by you to Skyee under this Agreement during the twelve (12) months period prior to when the cause of action arose.

 

Skyee shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall apply to the extent permitted by applicable law.

 

Skyee and its Service Providers assume no liability arising from any claims against you from the payer, buyers of your products, or other parties. You are solely responsible for your products and your obligations to the payer, the buyer, and any other party. 

 

You acknowledge that Skyee will provide Services using Service Providers. No commercial agreement exists between the Service Providers and you and each of the Service Providers will accordingly have no direct liability to you.

 

15.   Indemnification

 

You agree to indemnify and hold harmless Skyee, its Service Providers and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorney fees, arising out of your use of Skyee’s Services, including but not limited to any claims against you by the payer, buyers of your products, government authorities, and other party and any claims arising from your violations of this Agreement. 

 

16.   Intellectual Property

 

Unless otherwise agreed in writing, any and all intellectual property rights of the software, logo, technology, images, design, software codes, and the like shall be reserved by Skyee.

 

17.   Security

 

Skyee has implemented commercially reasonable administrative and technical measures to protect your information from accidental loss and from unauthorized access, use or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such information for improper purposes. You acknowledge that you provided your personal information at your own risk.

 

18.   Termination

 

Skyee may terminate this Agreement and your access to all or any part of the Skyee’s Services at any time, with or without cause, upon giving written notice to you via email. If you wish to terminate this Agreement or your Skyee Account, you may simply discontinue using the Skyee Services.

 

19.         General Provisions

 

19.1  Relationship. Skyee provides Services to you as an independent contractor.

 

19.2       Force Majeure.  Skyee is not liable for any failure to fulfill its obligations under this Agreement due to reasons beyond its control, which includes but not limited to changes of laws, regulations and orders of any competent authorities, acts of Service Providers, acts of God, and breakdown of system or equipment.

 

19.3       Governing Law and Forum.  This Agreement is governed by the law of Hong Kong. Skyee and you shall submit any dispute arising from this Agreement to the Hong Kong International Arbitration Center for arbitration in accordance with the arbitration rules then in force.  The Hong Kong International Arbitration Center’s decision shall be final and binding for both parties.

 

19.4       Amendments. From time to time, Skyee may amend the terms under which its Services are offered. The Terms and Conditions of Use and Privacy Policy may be amended only by Skyee. Skyee will post the latest revised version of the Terms and Conditions of Use and Privacy Policy on its website at www.skyee360.com. If Skyee makes changes that are material, Skyee will let you know via e-mail or other written communication before the changes take effect. If you disagree with the proposed changes, then you should stop using Skyee’s Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes will be governed by the version of the Terms and Conditions of Use and Privacy Policy that was in place when the dispute arose.  In the event that Skyee and you entered into additional written agreement(s) to extend or to amend these Terms and Conditions of Use or Privacy Policy, such additional written agreement(s) must be amended by written agreement entered into by Skyee and you and signed by authorized representatives of both parties.

 

 

19.5       Successors and Assigns.  This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You may NOT assign your rights or delegate your obligations under this Agreement without Skyee’s consent, which consent shall not be unduly withheld if the assignee agrees to be bound by the terms of this Agreement, and Skyee determines, in its sole discretion, that the assignee meets Skyee’s AML Program requirements. Skyee may assign its rights and delegate its obligations under this Agreement without condition.

 

19.6        Waiver. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

 

19.7        Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement or each party remain valid, binding, and enforceable.

 

19.8       Survival.  All provisions of this Agreement, which by their nature should survive termination, survive termination, including without limitation, provisions on termination, warranty disclaimers, indemnity, limitations of liability, and intellectual property.

 

19.9       Captions. The descriptive headings of the sections and subsections of this Agreement are for convenience only, do not constitute a part of this Agreement, and do not affect this Agreement’s construction or interpretation. 

 

19.10    Number and Gender.  Any reference in this Agreement to the singular includes the plural where appropriate, and any reference in this Agreement to the masculine gender includes the feminine and neuter genders where appropriate.

 

19.11   Merger.  This Agreement constitutes the final agreement between Skyee and you. This Agreement is the complete and exclusive expression of the parties’ agreement on the matters contained therein.  All prior and contemporaneous negotiations and agreements between the parties on the matters contained in the Agreement are expressly merged into and superseded by the Agreement.  The provisions of the Agreement may not be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings.  In entering into the Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in the Agreement.  There are no conditions precedents to the effectiveness of the Agreement, other than those expressly stated in the Agreement.

 


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