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Collection Agency Agreement (Japan)

These terms and conditions apply from 28 February 2022.

This Collection Agency Agreement (Japan) (the “Agreement”) governs your receipt of Japanese Yen payments through OFX Japan G.K. (“OFX Japan”) in connection with your use of the Global Currency Account Service, a foreign currency payment solution for online merchants and other businesses (the “GCA Service”) offered by USForex Inc. dba OFX (“OFX”).

In this Agreement, “you” and “your” refers to you, and “we” “us” and “our” refers, collectively, to OFX and OFX Japan.  By receiving Japanese Yen payments in connection with the GCA Service, you agree and accept all the terms of this Agreement.

This Agreement, is in addition to and must be read in conjunction with the Global Currency Account Terms of Service and any other agreement which you have entered into with us and which may apply to your use of the GCA Service.  If any inconsistency exists between the terms of this Agreement and the Global Currency Account Terms of Service, the terms of this Agreement shall prevail.  “Global Currency Account Terms of Service” means the Global Currency Account Terms of Service . Capitalised terms not defined in this Agreement have the meaning set forth in or as defined in the Global Currency Account Terms of Service.

This Agreement contains legal obligations for you and for us so you should read them carefully to make sure you understand this Agreement.  If you have any questions, please contact OFX by phone or email customer.service@ofx.com.

You can get a copy of this Agreement at any time by emailing us at customer.service@ofx.com.

1. Service Description Covered by This Agreement

As part of the GCA Service, we allow you to receive electronic payments in Japanese Yen from certain companies such as online marketplaces or payment processors (“Marketplaces”) that facilitate your sale of goods and services to customers (“Customers”).  A Japanese Yen payment to be made by a Customer (or a Marketplace on a Customer’s behalf) for any sale of goods and services by you at such Marketplace will be received by OFX Japan on your behalf and we will credit the corresponding amount to your Japanese Yen Global Currency Account (“JPY GC Account”) at OFX.  Funds received in your JPY GC Account will be held until withdrawn or transferred by you.

2. Eligibility

To use the Japanese Yen payment receipt services covered by this Agreement, you must be either (a) a corporation or (b) an individual who is receiving such payments for commercial purposes and you represent, warrant and undertake to us that this is true and correct each and every time you receive a Japanese Yen payment.

3. Rights and obligations

a) OFX Japan’s authority to receive Japanese Yen payments on your behalf

i) You shall instruct the relevant Customer (or Marketplace if involved in the payment) to make all Japanese Yen payments for goods and services you sell at such Marketplace to the GC Account issued to you by OFX for Japanese Yen payments by providing them with the applicable Account Credentials.

ii) You authorise OFX Japan, and OFX Japan accepts such authorization, as your limited agent for the sole purpose of receiving Japanese Yen payments on your behalf from each Customer and Marketplace you instructed in accordance with 3. a) i. above and you represent, warrant and covenant to us that each time OFX Japan receives a Japanese Yen payment from a Customer or Marketplace that you instructed such Customer or Marketplace to make such payment to be received by OFX Japan on your behalf.  OFX Japan may issue a receipt to a Customer and Marketplace on your behalf and it will be binding on you and will satisfy all applicable regulatory requirements.

b) Final payments

i) If a Customer makes a Japanese Yen payment to a Marketplace, upon such Marketplace’s receipt of a Japanese Yen payment from the Customer:

A. you will be deemed to have received such Japanese Yen payment from such Customer;

B. such Customer’s obligation to you in connection with such Japanese Yen payment will be satisfied in full;

C. any claim you may have for such Japanese Yen payment will be extinguished; and

D. you are obliged to deliver the applicable goods and/or services to such Customer regardless whether or when we make such Japanese Yen payment to you or a person you designate.

ii) Upon OFX Japan’s receipt of a Japanese Yen payment from a Customer (or a Marketplace if it is involved in the payment) in accordance with a) above:

A. you will be deemed to have received such Japanese Yen payment from such Customer (or such Marketplace if involved);

B. such Customer’s obligation (or such Marketplace’s obligation if involved) to you in connection with such Japanese payment will be satisfied in full;

C. any claim you have for such Japanese Yen payment against such Customer (or such Marketplace if involved) will be extinguished; and

D. you are obliged to deliver the applicable goods and/or services to such Customer regardless whether or when we make such Japanese Yen payment to you or a person you designate.

c) Credit to your JPY GC Account

As soon as reasonably practicable upon the receipt of a Japanese Yen payment from a Customer (or a Marketplace if it is involved in the payment) in accordance with a) above, OFX will credit the corresponding amount to your JPY GC Account.  Upon the credit of such corresponding amount to your JPY GC Account, you will lose any claim to the relevant Japanese Yen payment OFX Japan received on your behalf.

d) Entirety of obligations

This clause 3 sets our all of OFX Japan’s obligations as your limited agent for the GCA Services, and no other obligations shall be implied by OFX Japan’s undertaking to act in that limited capacity as your agent.

4. Acknowledgements

The parties to this Agreement agree and confirm that:

i) The Japanese Yen payment services provided to you are carried out as the “collection agency (shuno daiko)” service; and

ii) Neither OFX Japan or OFX engages in any service that is considered to be “funds transfer transaction” (kawase torihiki) as defined in the Banking Act of Japan (Law No. 59 of 1981, as amended) and the Payment Services Act of Japan (Law No. 59 of 2009, as amended).

5. Information Undertaking

You acknowledge that OFX Japan must comply with Japanese regulatory requirements and undertake that you will provide information and documents as reasonably requested by OFX Japan in order to comply with its regulatory obligations and any regulatory authority’s request.

6. Governing law

Any Dispute shall be governed by and construed under the laws of the State of California and/or applicable federal law (including the Federal Arbitration Act), without regard to its conflicts of law provisions.

7. General Terms

a) Amendment – We may modify this Agreement at any time by posting a revised version on our website or by otherwise communicated it to you.  Such a modification will become effective upon posting or notice to you.  You will be deemed to accept the modification if you use the GCA the GCA Service after it has been posted.

b) Assignment – You may not assign this Agreement or any rights under it, in whole or in part, without OFX Japan’s prior written consent.

c) No Waiver – The failure of OFX Japan or OFX to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of our right to enforce the same right or provision on a future date.

d) Severability – If any provision of this Agreement is found to be illegal or unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.