Terms of Service

These Terms of Service ("Terms") form an agreement between KukoPay ("KukoPay", "we", "us"), a company incorporated in Hong Kong, and the business or individual that creates a KukoPay account ("Merchant", "you"). They apply to the KukoPay website, merchant portal, API, hosted checkout, payment links, receipts and related services (the "Services"). By creating an account, accepting these Terms in the portal or using the Services, you agree to them, to the Privacy Policy and to the Acceptable Use Policy.

If you accept these Terms on behalf of a company, you confirm that you are authorised to bind it.

1. What KukoPay is

KukoPay is a payment platform. Through our API, merchant portal and hosted checkout, merchants accept online payments, issue refunds, respond to disputes, reconcile transactions and receive settlement. We provide the Services together with banks, card networks, acquirers and other payment service providers ("Payment Partners"), each acting within its own licences. Which Payment Partners handle a merchant's payments depends on the merchant's location, business and payment methods, and may change over time.

2. Payment Partners

Some Payment Partners require merchants to accept their terms directly. Where they do, we present those terms during onboarding or before enabling the payment method concerned, and you must accept them to use it. A Payment Partner may verify your identity, decline or restrict its services, hold funds or delay settlement under its terms and the applicable network rules. You authorise us to share with Payment Partners the information they need to provide their services to you, and to receive from them information about your account and transactions.

3. Eligibility and verification

You must be a legally established business, or an adult individual where our onboarding allows individuals, and must give us complete, accurate and current information. Before enabling live payments we review your application, and we may ask for further information at any time. Live payments, payment methods, currencies and limits are enabled per Merchant and may be changed after a review. We may refuse an application without giving reasons where the law or our risk policies require it.

The sandbox is for testing only. Sandbox transactions move no money.

4. Fees

Our platform fees are those shown in the merchant portal or otherwise agreed with you in writing, priced per payment method group and currency. Fees are deducted from each payment at settlement, or otherwise as agreed. Currency conversion and chargeback fees apply as shown in the portal. Settlement and payouts follow the schedule and conditions shown in the merchant portal. We will give at least 30 days' notice of a fee increase; the rate applied to a payment is recorded when it is settled and does not change afterwards.

5. Your obligations

You must:

• sell only lawful goods and services that comply with the Acceptable Use Policy and the rules of the card networks and payment methods you use;
• describe clearly what you sell, its price, how it is delivered and your refund, cancellation and subscription terms;
• deliver what you sold, keep evidence of delivery and handle customer complaints promptly;
• keep your login credentials, API keys and webhook secrets confidential, restrict them to people who need them, and reset them immediately if you suspect they were exposed. Actions taken with your credentials are treated as yours until you report a compromise;
• verify webhook signatures and fulfil orders only on a verified payment confirmation, not on a browser redirect;
• not collect card numbers or other payment credentials yourself through the Services.

6. Refunds, disputes and chargebacks

You are responsible for refunds to your customers and for chargebacks, reversals, fines and assessments on your transactions. Refund and dispute amounts are deducted from your settlement funds; if those are insufficient, you must cover the shortfall promptly. You can submit dispute evidence through the merchant portal; the outcome is decided by the card issuer or payment network. If your dispute rate is high, we may suspend live payouts or payments under section 9.

7. Data protection

Each party complies with the data protection laws that apply to it, including the Personal Data (Privacy) Ordinance (Cap. 486). For personal data of your customers that we process to provide the Services, we act on your instructions as your processor. We:

• process it only to provide the Services, comply with law and prevent fraud;
• keep it confidential and protected by appropriate technical and organisational measures;
• use only the sub-processors listed at Sub-processors, and give notice before adding one;
• tell you without undue delay after becoming aware of a personal data breach affecting it;
• help you answer requests from individuals and, when the Services end, delete it unless the law requires us to keep it.

You are responsible for having a lawful basis and giving the notices required to collect your customers' data and share it with us. Our own processing is described in the Privacy Policy.

8. Intellectual property and feedback

We own the Services and everything we provide through them. We grant you a limited, non-exclusive, non-transferable right to use them during these Terms. You keep all rights in your content and marks, and allow us to show your name and logo on the hosted checkout and receipts you configure. We may use feedback you give us without obligation.

9. Suspension and termination

You may close your account at any time once outstanding refunds and disputes are resolved. We may suspend payments, payouts or API access, or terminate these Terms, if you breach them or the Acceptable Use Policy, if a Payment Partner or the law requires it, if your activity presents an unusual risk of fraud, loss or harm, or with 30 days' notice for any other reason. Where the law allows, we will tell you why. Sections 6, 7, 8, 10, 11, 12 and 14 survive termination.

10. Disclaimers

The Services are provided "as is" and "as available". Payments depend on networks, banks, card schemes and Payment Partners outside our control, and we do not promise that any payment will succeed or that the Services will be uninterrupted or error-free.

11. Limitation of liability

To the extent the law allows: neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue or goodwill; and our total liability arising out of these Terms in any 12-month period is limited to the platform fees you paid us in that period. Nothing limits liability that cannot be limited by law, including for fraud.

12. Indemnity

You will indemnify us against claims, fines and losses arising from your goods or services, your breach of these Terms or the Acceptable Use Policy, or your violation of law or third-party rights.

13. Changes

We may change these Terms. We will give at least 30 days' notice of a material change through the merchant portal or by email, unless the law or a Payment Partner requires the change sooner. Continuing to use the Services after a change takes effect means you accept it. The date and version above identify the text in force.

14. Governing law and disputes

These Terms are governed by the laws of the Hong Kong Special Administrative Region. The courts of Hong Kong have exclusive jurisdiction over any dispute arising out of or in connection with them.

15. General

These Terms, together with any written commercial terms agreed with you, are the entire agreement on their subject. You may not assign them without our consent. If a provision is unenforceable, the rest remains in effect. A failure to enforce a right is not a waiver of it. Neither party is liable for delay caused by events beyond its reasonable control. These Terms are written in Chinese and English; if they differ, the Chinese version prevails.

16. Contact

Questions about these Terms: [email protected].