Buyer Terms and Conditions
Version 1: March 2026
These Terms and Conditions create a legally binding agreement between you and Waffo and govern your use of the Platform and related services, including Purchasing a Product through the Platform.
Waffo is the merchant of record, and authorized reseller of the Product for the Provider, which means that you Purchase the Product from Waffo through the Platform, but the Product is licensed to you by the Provider.
Capitalized terms used in these Terms and Conditions are set out in the Definition & Interpretation Section in Schedule 1.
Electronic Acceptance and Effective Date
By clicking "I Accept," "Purchase," "Buy Now," or any similar button, or by completing the checkout process on the Platform, the Buyer electronically accepts and agrees to be bound by these Terms and Conditions. This electronic acceptance constitutes a legally binding agreement equivalent to a written signature under Applicable Law related to electronic signature.
These Terms and Conditions become effective immediately upon the Buyer's electronic acceptance and remains in effect until terminated in accordance with the provisions contained herein. No physical signature is required for These Terms and Conditions to be valid and enforceable.
Please read these Terms and Conditions carefully.
Acceptance and Modification of Terms
Acceptance
By placing an Order through the Platform, accepting these Terms and Conditions, or otherwise downloading, streaming, accessing or otherwise acquiring a Product through the Platform, the Buyer shall be bound by these Terms and Conditions and all applicable Provider Agreement.
Acceptance of these Terms and Conditions is deemed to occur when the Buyer: clicks "I agree," "Accept," or similar confirmation during the checkout process; completes a Purchase through the Platform; or downloads, streams, accesses or otherwise acquires any Product through the Platform.
Modifications
Waffo may modify these Terms and Conditions at any time by posting the revised terms on the Platform and providing notice to Buyers through one or more of the following methods: email notification to the Buyer's registered email address; prominent notice on the Platform; or notification through the Buyer Portal.
Material changes to these Terms and Conditions will become effective thirty (30) days after notice is provided, except for changes required by law which may become effective immediately. Non-material changes, including updates to contact information, clarifications, or formatting changes, will become effective immediately upon posting.
Continued use of the Platform or completion of any Transaction after the effective date of modified Terms and Conditions constitutes acceptance of such modifications.
If the Buyer does not agree to any modifications, the Buyer must discontinue use of the Platform and may not place additional Orders, provided that previously purchased Product shall remain subject to the terms in effect at the time of Purchase.
Description of Services
Waffo acts as the merchant of record for all Transactions involving Products offered through the Platform, meaning Waffo is the seller of record for purposes of payment processing, Tax collection and remittance, regulatory compliance, and customer billing.
Buyer acknowledges and agrees that Waffo's services are limited to the facilitation of Transactions and do not include warranty, support, or maintenance of the Product itself, which remain the responsibility of the respective Providers.
In accordance with the foregoing, as the merchant of record, Waffo: provides a Platform that enables Buyers to browse, select, Purchase, and receive Products created, developed, or licensed by Providers; processes all payments for Product Purchase, including credit card transactions, alternative payment methods, and handling of refunds where applicable under these Terms and Conditions; facilitates the delivery of Product to Buyers through download links, access credentials, license keys, or other delivery methods as specified by the applicable Provider; maintains contractual relationships with Providers to offer their Products through the Platform, but the Buyer acknowledges and agrees that Waffo does not own, create, or control any of the Products itself; where any Product is or includes any software, facilitates the grant of licenses from Providers to Buyers for the use of any such software, subject to the actual license terms governed by each Provider Agreement; provides customer support services related to the Purchase process, payment issues, delivery problems, and general inquiries related to the Platform, provided the Buyer acknowledges and agrees that technical support for Product is primarily the responsibility of the applicable Provider; handles regulatory compliance matters including tax obligations, payment card industry standards, and other legal requirements associated with acting as merchant of record.
Ordering and Purchase Process
Order Placement
To place an Order for Product, Buyer must select the desired Product through the Platform and proceed through the checkout process by providing all required information including payment details, contact information, billing details, and any other information reasonably required by Waffo.
Prior to completing any Purchase, Buyer must review and confirm the Order details including the Product description, Purchase Price, applicable Taxes, and Provider Agreement. Orders are subject to acceptance by Waffo in its sole discretion.
By submitting an Order, Buyer authorizes Waffo to charge the specified payment method for the full Purchase Price. Payment authorization constitutes Buyer's agreement to these Terms and Conditions and the applicable Provider Agreement.
Payment Processing
All payments are processed through Waffo's designated payment processors. Waffo reserves the right to verify payment information and may decline Orders if payment cannot be processed or verified.
Upon successful payment processing, Waffo will send Buyer an Order confirmation via email containing an embedded link to the Buyer Portal. You may view your Transaction details, receipt information, and instructions for accessing the purchased Product in the Order confirmation email or by accessing the Buyer Portal.
If payment processing fails for any reason, the Order will not be completed and no Product will be delivered. Buyer may attempt to resubmit the Order with corrected payment information.
While Waffo strives to ensure accurate pricing, pricing errors may occur. Waffo reserves the right to cancel Orders and refund payments if a pricing error is discovered after Order placement.
Pricing and Payment Terms
Pricing
The price for Product are displayed on the Platform in United States Dollars (USD) unless otherwise specified. All prices include all applicable fees charged by Waffo but exclude Taxes and other governmental charges which shall be added at checkout as applicable.
Waffo reserves the right to change prices at any time without prior notice, provided that any price changes will not affect Orders that have already been confirmed and paid for.
Payment Methods
Waffo accepts payment by major credit cards, debit cards, and other payment methods as displayed on the Platform at the time of Purchase.
All payments are processed by Waffo or its authorized payment processors in accordance with applicable payment card industry standards.
Payment authorization and collection occurs at the time the Order is placed, and funds will be charged immediately upon Order confirmation.
The Buyer represents and warrants that they have the legal right to use any payment method provided and that all payment information submitted is accurate and complete.
Taxes and Regulatory Charges
Waffo will collect and remit applicable Taxes as required by law based on the location where the Transaction is executed and applicable tax jurisdictions. For Transactions with Buyers located in Hong Kong, there is currently no applicable sales Tax. Applicable Taxes will be included in the Purchase Price to be charged to your payment method.
The Buyer is responsible for any additional Taxes that may be imposed by their local jurisdiction that are not collected by Waffo.
Payment Disputes and Failed Transactions
If a payment is declined, rejected, or fails for any reason, the Order will not be processed and no Product will be delivered.
Buyer is responsible for ensuring sufficient funds or credit availability for all Purchases and for any fees charged by their financial institution.
In the event of payment disputes, Waffo may suspend access to purchased Product until the dispute is resolved.
Billing and Transaction Records
Waffo will provide receipts and Transaction records for all Purchases in electronic format (including emails) or through the Buyer Portal, which shall serve as proof of Purchase.
Buyer is responsible for maintaining records of their Purchases.
Compliance with Provider Agreement
The Buyer acknowledges and agrees that each Purchase of Product is subject to and governed by the applicable Provider Agreement, which sets forth the terms and conditions in respect of the Product.
Waffo will make the relevant Provider Agreement available to the Buyer prior to or at the time of Purchase through the Platform, and the Buyer agrees to review and comply with all terms contained in such relevant Provider Agreement.
The Buyer's rights to access, use, modify, distribute, or otherwise exploit any Product are limited to those expressly granted under the applicable Provider Agreement, and any use beyond such granted rights constitutes a material breach of these Terms and Conditions.
The Buyer acknowledges that Waffo is not a party to the Provider Agreement and has no control over the terms, conditions, or restrictions contained in the Provider Agreement.
In the event of any conflict between these Terms and Conditions and a Provider Agreement regarding the use of specific Product, the Provider Agreement shall prevail with respect to such Product, provided that the payment and Transaction-related provisions of these Terms and Conditions shall remain in full force and effect.
The Buyer agrees to indemnify and hold harmless Waffo from any claims, damages, or losses arising from the Buyer's violation of any Provider Agreement.
Waffo reserves the right to suspend or terminate the Buyer's access to any Product if Waffo receives notice from a Provider that the Buyer has materially breached the applicable Provider Agreement.
Intellectual Property Rights
Ownership of Intellectual Property Rights
Buyer acknowledges and agrees that all Intellectual Property Rights in and to the Product Purchased through the Platform are and shall remain the exclusive property of the respective Provider or its licensors.
The Purchase of Product does not constitute a sale or transfer of ownership of any Intellectual Property Rights to Buyer, but only grants Buyer the limited license rights as specified in the applicable Provider Agreement.
Buyer's rights to use, access, modify, distribute, or otherwise exploit the Product are governed exclusively by the terms and conditions set forth in the applicable Provider Agreement, which Buyer must accept prior to accessing the Product.
In addition, Buyer acknowledges that Product may incorporate third-party Intellectual Property Rights and agrees to comply with all applicable third-party license terms and restrictions.
Notification & Survival
Buyer agrees to immediately notify Waffo of any suspected infringement of Intellectual Property Rights related to Product and to cooperate fully in any investigation or enforcement action.
The obligations and restrictions set forth in this Section 7 shall survive termination or expiration of these Terms and Conditions and any interruption or discontinuation of Buyer's access to the Product.
Product Delivery
Delivery Method & Time
All Products will be delivered electronically through one or more of the following methods
- (a) direct download links provided via the Order confirmation email to the Buyer's registered email address
- (b) integration with the Provider's platform or service; or
- (c) such other electronic delivery method as determined by the Provider or Waffo. In the case of delivery through integration with the Provider's platform or service, then the provisions titled "Provider-Controlled Delivery" shall apply.
Product delivery will commence immediately upon successful payment processing and Order confirmation, unless otherwise specified by the Provider or technical limitations require additional processing time. Waffo will notify the Buyer if delivery will be delayed beyond the standard timeline due to technical issues or Provider requirements.
The Buyer will receive confirmation of Product delivery via email notification, which shall constitute proof of delivery for all purposes under these Terms and Conditions. You may also view the status of Product delivery by visiting the Buyer Portal.
If you are a Consumer, please note that once you start to download, stream, access or otherwise acquire and enjoy the benefit of Product in the form of digital contents, any statutory mandatory cooling-off rights that may be available to you as a Consumer will cease to apply. Please refer to Section 13 for more details.
Delivery Requirements
The Buyer is responsible for maintaining
- (a) a valid email address for delivery notifications
- (b) compatible hardware and software to access the Product
- (c) sufficient internet connectivity for download or streaming; and
- (d) any required third-party accounts or software specified by the Provider.
If Product cannot be delivered due to incorrect Buyer information, technical issues on the Buyer's end, or the Buyer's failure to meet access requirements, Waffo may attempt redelivery but is not obligated to provide refunds for delivery failures caused by the Buyer.
If Product is not delivered due to technical failure on Waffo's part, Waffo's sole obligation shall be to re-deliver the Product or, if re-delivery is not possible, to refund the Purchase Price for the affected Product.
Provider-Controlled Delivery
Where Product is delivered directly by the Provider through their own platform or service, delivery timing and methods are subject to the Provider's systems and policies, and Waffo's obligations are limited to facilitating the initial transaction and providing necessary Buyer information to the Provider.
Refund Policy
General Refund Process
Waffo values your satisfaction with your Purchase. If you are not satisfied with a Product, you may request a refund within the Refund Request Period. To initiate a refund request, you must submit a request through the Buyer Portal or by contacting Waffo's customer service team in accordance with Section 16.
Review and Determination
Upon receiving a refund request, we will review the request and notify you of our determination. Waffo may, in its sole and reasonable discretion, approve a refund for reasons including:
- (a) the Product is defective or does not function as described
- (b) the Transaction was unauthorised or the result of a bona fide error
- (c) the Buyer is unable to access the Product due to a technical issue attributable to Waffo or the Provider; or
- (d) as otherwise required by Applicable Law.
Waffo may require additional information or documentation to process the request. If the refund is approved, Waffo will process the refund to the original payment method used for the Transaction within fourteen (14) Business Days of such approval.
Disputed Refund Decisions
If you are dissatisfied with Waffo's determination regarding your refund request, you may raise a complaint in accordance with the complaints handling procedures set out in Section 17. Such complaints may be escalated in accordance with the process outlined in that Section.
Nothing in this Section 9 shall affect any statutory rights that cannot be excluded or limited under Applicable Law related to consumer protection, including any mandatory refund rights for Purchases made by Consumer during the cooling-off period under Section 13.
Subscriptions
Our services allow you to Purchase access to Product on a subscription basis, and you may manage your subscription via the Buyer Portal. Paid subscriptions are automatically renewed until cancelled. We will notify you if the price of a subscription you have Purchased increases and, if required, seek your consent to continue. If you wish to cancel your subscription, please contact us through the Buyer Portal at least forty-eight (48) hours before the end of the current billing period. Your cancellation will take effect at the next payment date. There are no refunds on unused subscription periods.
Certain subscriptions may offer a free trial before charging you. If you decide to unsubscribe from a subscription before we start charging your payment method, you must cancel the subscription before the expiration of the trial period by contacting us through the Buyer Portal. If we cannot charge your payment method for any reason (such as expiration or insufficient funds), and you have not cancelled your subscription, you remain responsible for any uncollected amounts. We reserve the right to cancel your subscription if we are unable to successfully charge your payment method to renew your subscription.
Chargebacks and Disputed Transactions
Chargeback Process
Before initiating a Chargeback, Buyers are encouraged to contact Waffo's customer service team through the complaints handling procedure outlined in Section 17 to resolve any concerns about their Transaction or access to the Product.
Upon receiving notice of a Chargeback, the Buyer agrees to cooperate fully with Waffo's investigation by providing all requested documentation, including proof of authorization, evidence of Product delivery, and any correspondence related to the disputed Transaction within five (5) Business Days of Waffo's request.
Waffo will conduct a reasonable investigation of each Chargeback dispute, which may include reviewing Transaction records, delivery confirmations, and communications between the Parties. Waffo reserves the right to provide evidence to payment processors and card networks to contest potential Chargebacks.
Waffo will maintain records of all Transactions and related communications for a period of at least twenty-four (24) months to support Chargeback defence and dispute resolution processes. Buyers acknowledge that such records may be shared with payment processors, card networks, and regulatory authorities as necessary.
Buyer Liability for Unsubstantiated Chargebacks
If Waffo determines that a Chargeback was initiated in bad faith or without valid grounds, the Buyer shall remain liable for the original Purchase Price plus any Chargeback fees, administrative costs, and penalties imposed by payment processors. Waffo may pursue collection of such amounts through available legal remedies.
Waffo reserves the right to suspend or terminate a Buyer's account if the Buyer initiates multiple Chargebacks or demonstrates a pattern of disputing legitimate Transactions. Such suspension may occur immediately upon detection of suspicious Chargeback activity.
Business Customer Provisions
This Section 12 applies exclusively to Buyers who are purchasing Products for business, commercial, or professional purposes, or on behalf of a legal entity ("Business Customers"). Business Customers are deemed to have greater sophistication and bargaining power than individual Consumers and accordingly certain enhanced terms and reduced protections apply.
Due Diligence
Business Customers may be required to provide additional verification information, including business registration details, tax identification numbers, and authorized signatory information.
Corporate Authority and Binding Effect
Each Business Customer represents and warrants that
- (a) it has full corporate power and authority to enter into these Terms and Conditions
- (b) the execution and performance of these Terms and Conditions has been duly authorized
- (c) the person accepting these Terms and Conditions on behalf of the Business Customer is duly authorized to bind such entity; and
- (d) these Terms and Conditions constitute a valid and binding obligation of the Business Customer.
Volume Licensing and Multi-User Access
Business Customers may Purchase Products for use by multiple end users within their organization, subject to the applicable Provider Agreement regarding multi-user or enterprise licensing. Business Customers are responsible for ensuring that all end users within their organization comply with the applicable Provider Agreement and these Terms and Conditions.
Compliance
Business Customers shall
- (a) maintain appropriate internal controls and procedures to ensure compliance with all applicable Provider Agreements
- (b) conduct periodic audits of Product usage within their organization
- (c) promptly remedy any non-compliance issues; and
- (d) provide reasonable cooperation to Waffo or Providers in connection with any compliance investigations.
Business-Specific Warranties and Disclaimers
Waffo provides no warranties regarding the suitability of Product for any particular business purpose. Business Customers acknowledge that they are solely responsible for evaluating whether Product meets their business requirements and shall not rely on any oral or written statements by Waffo regarding business suitability.
Indemnification by Business Customers
Business Customers shall defend, indemnify, and hold harmless Waffo from any claims, damages, or expenses arising from
- (a) breach of corporate representations or warranties
- (b) violation of Applicable Law in connection with their business use of Product
- (c) unauthorized distribution or use of Product within their organization; or
- (d) failure to comply with all applicable Provider Agreements.
Additional Termination Rights
Waffo may immediately terminate access to Product and suspend the Business Customer's account upon
- (a) material breach of these Terms and Conditions by the Business Customers, including its agents, employees and contractors
- (b) failure by Business Customers to pay amounts when due
- (c) insolvency or bankruptcy of Business Customers; or
- (d) violation of any applicable Provider Agreements by Business Customers, including its agents, employees and contractors.
Consumer Provisions
This Section 13 applies exclusively to Buyers who are Consumers purchasing Product for personal, family, or household use and not for commercial purposes.
If you are a Consumer, you have the right to cancel these Terms and Conditions and return the Product within fourteen (14) days without giving any reason. However, the foregoing does not apply to the supply of Products in the form of digital contents (i.e. data which is produced and supplied in digital form) that you have started to download, stream or otherwise acquire such digital contents. The cancellation period will expire after fourteen (14) days from the day of the Transaction. To meet the cancellation deadline, it is sufficient that you send us your communication concerning your exercise of the cancellation right before the expiration of the fourteen (14) day period. Please note that in respect of subscription services your right to cancel is only present following the initial subscription and not upon each automatic renewal. Your rights in respect of refunds are governed exclusively by Section 9.
Consumers may submit complaints by contacting Waffo's customer service via any methods described in Section 16, without requirement for formal written notice or legal representation in accordance with Section 17.
Each Consumer represents and warrants that
- (a) he/she is 18 years old or above and has the legal capacity and authority to enter into these Terms and Conditions
- (b) all information provided during the registration and Purchase process is true, accurate, and complete; and
- (c) he/she has read, understood, and agree to comply with both these Terms and Conditions and any applicable Provider Agreement.
Nothing in these Terms and Conditions limits or excludes any statutory warranties, guarantees, or consumer rights that cannot be lawfully excluded under Applicable Law related to consumer protection.
Prohibited Uses and Compliance
The Buyer shall not use any Product Purchased through the Platform for any unlawful purpose, in violation of any Applicable Law and the Intellectual Property Rights of Waffo and/or Provider.
Without limiting the generality of the foregoing, Buyer is strictly prohibited from:
copying, reproducing, distributing, or creating derivative works of Product except as expressly permitted by the applicable Provider Agreement; reverse engineering, decompiling, disassembling, or attempting to derive the source code of any Product; removing, altering, or obscuring any copyright notices, trademarks, or other proprietary rights notices contained in or on the Product; sharing, sublicensing, reselling, renting, leasing, or otherwise transferring rights to Product to any third party without express written authorization from the Provider; (for Consumers only) use the Product for any commercial purpose unless expressly authorized by the Provider Agreement; using Product in connection with any illegal, fraudulent, or harmful activities; circumventing or attempting to circumvent any digital rights management or security measures implemented by the Provider; and using automated systems, bots, or scripts to access, download, or interact with Product in a manner that violates the Provider Agreement or these Terms and Conditions.
The Buyer acknowledges and agrees to comply with all Applicable Law related to export control related to the Product, including the Export Administration Regulations maintained by the U.S. Department of Commerce.
Business Customers shall ensure that all employees, contractors, and authorized users within their organization comply with these prohibited use restrictions and the applicable Provider Agreements.
Buyer shall immediately notify Waffo upon becoming aware of any unauthorized use of Product or any breach of these prohibited use provisions by any third party.
Waffo reserves the right to suspend or terminate the Buyer's access to Product and the Platform immediately upon discovery of any violation of these prohibited use provisions, without prior notice and without refund.
Buyer acknowledges that violation of these prohibited use provisions may result in legal action by the Provider or other rights holders, and the Buyer agrees to indemnify Waffo against any claims arising from such violations.
Buyer Portal
Buyer Portal
The Buyer Portal is linked to the contact information, email address and other payment details provided at the time of your Order placement.
Buyers must ensure that all contact and payment information provided is current, complete, and accurate at all times. Buyers must promptly update your contact and payment information if any changes occur.
Buyers are responsible for maintaining the confidentiality and security of your Buyer Portal. Buyers must not share the Buyer Portal link or other access credentials with any third party.
Security
Buyers must immediately notify Waffo of any unauthorized use of their account or any other breach of security. Waffo is not liable for any loss or damage arising from unauthorized use of Buyer Portal. Buyers are solely responsible for all activities that occur in connection with their Buyer Portal, whether authorized or not. Buyers must implement appropriate security measures to protect their access to the Buyer Portal.
Waffo reserves the right to suspend or terminate any Buyer from accessing their Buyer Portal at its sole discretion, including for violation of these Terms and Conditions, suspected fraudulent activity, or breach of any Provider Agreement.
Upon account termination, Waffo may retain certain account information as required by law or for legitimate business purposes, including transaction records and compliance documentation.
Technical Support and Customer Service
Support Scope
Waffo provides technical support and customer service related to the Purchase process, payment processing, account access, and delivery of Product through the Platform. Waffo does not provide technical support for the use, functionality, or operation of the Product itself, which remains the responsibility of the applicable Provider.
Waffo's support obligations are limited to issues arising from Waffo's services as merchant of record and do not extend to technical issues, bugs, compatibility problems, or other matters relating to the Product itself, including
- (a) training or education on the use of Product
- (b) customization or modification of Product
- (c) third-party software or hardware compatibility issues; and
- (d) issues arising from Buyer's violation of Provider Agreements.
Buyers must contact the Provider directly using the support channels specified in the Provider Agreement or documentation accompanying the Product in respect of issues outside the scope of customer support provided by Waffo as a merchant of record.
Contact Methods and Hours
Buyers may contact Waffo's customer service team through the following methods: Online support accessible through the Buyer Portal; or Contact us by visiting our Platform.
Waffo will use commercially reasonable efforts to respond to customer service inquiries taking into account the nature and complexity of the matter.
Emergency payment processing issues may be addressed outside normal business hours at Waffo's discretion.
Complaints Handling Procedures
Buyers may submit complaints regarding Product, billing issues, or any aspect of Waffo's services by contacting Waffo through the Buyer Portal or other designated complaint channels specified on the Platform in accordance with the following procedures:
All complaints must include the Buyer's name, contact information, Order reference number, detailed description of the issue, and any supporting documentation or evidence relevant to the complaint. Waffo will acknowledge receipt of all complaints within two (2) Business Days of submission and provide the Buyer with a complaint reference number for tracking purposes. Upon receipt of a complaint, Waffo will (i) conduct an initial review to determine the nature and validity of the complaint; (ii) gather relevant information from internal systems, payment processors, and Providers as necessary; (iii) contact the Buyer for additional information or clarification if required; and (iv) coordinate with the applicable Provider when the complaint relates to Product functionality, licensing, or Provider Agreement compliance issues. Waffo will endeavour to resolve complaints within fourteen (14) Business Days of acknowledgment, provided that complex complaints involving Provider coordination may require additional time, in which case Waffo will notify the Buyer of the extended timeline. Depending on the nature of the complaint, Waffo may, or arrange for the Provider to, offer one or more of the following resolutions: (i) technical assistance or guidance for Product access or usage issues; (ii) coordination with the Provider to address Provider Agreement or licensing concerns; (iii) billing corrections or adjustments where appropriate; (iv) account modifications or access restoration; or (v) refunds only where required by Applicable Law pursuant to Section 9. If a Buyer is unsatisfied with the initial resolution, they may request escalation to Waffo's senior customer service team within thirty (30) days of receiving the resolution notice.
Provider-Related Complaints
For complaints primarily relating to Product quality, functionality, or Provider Agreement matters, Waffo will facilitate communication between the Buyer and Provider but cannot guarantee resolution of issues outside Waffo's direct control.
Refund-Related Complaints
A Buyer's dissatisfaction with a refund determination under Section 9 may be raised as a formal complaint under this Section 17.
Record Keeping
Waffo will maintain records of all complaints and their resolutions for a minimum of twenty-four (24) months for quality assurance and regulatory compliance purposes.
External Resolution
Buyers retain the right to pursue resolution through consumer protection agencies, regulatory bodies, or legal proceedings as provided under Applicable Law, regardless of participation in Waffo's complaint handling process.
Data Privacy and Protection
Waffo collects, processes, and stores Buyer personal data in accordance with its Privacy Policy, which is incorporated herein by reference and available on the Platform. Waffo may update its Privacy Policy from time to time, and Buyers will be notified of material changes through the Platform or by email to their registered address.
Purpose of Data Processing
Buyer personal data is collected and processed for the following purposes
- (a) processing Transactions and delivering the Product
- (b) maintaining Buyer accounts and providing customer support
- (c) complying with legal and regulatory obligations
- (d) preventing fraud and ensuring Platform security; and
- (e) communicating with Buyers regarding their Purchases and account status.
Waffo may share necessary Buyer information with relevant Providers to facilitate Product delivery, license activation, and customer support, provided that such sharing is limited to information reasonably required for these purposes.
Payment Data Security & Retention
Payment card information and other sensitive financial data are processed through secure, PCI-DSS compliant payment processors and are not stored on Waffo's servers beyond the time necessary to complete Transactions.
Buyer personal data will be retained for as long as necessary to fulfil the purposes outlined in these Terms and Conditions, comply with legal obligations, resolve disputes, and enforce agreements, unless a longer retention period is required or permitted by Applicable Law.
International Data Transfers
Buyer acknowledges that personal data may be transferred to and processed in countries outside the Buyer's local jurisdiction, and consents to such transfers in accordance with Applicable Law related to data protection.
Warranties and Disclaimers
Limited Warranty by Waffo
Waffo warrants that it will provide the services described in these Terms and Conditions, including maintaining Platform availability, in a commercially reasonable manner and in accordance with generally accepted industry standards. Buyers acknowledge and agree that since Waffo's services are internet-based, Waffo does not guarantee uninterrupted or error-free access. In particular, Waffo makes no warranty that the Product will be compatible with Buyer's hardware, software, or operating systems.
DISCLAIMER OF OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 19, WAFFO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; PROVIDED THAT NOTHING IN THIS SECTION 19 SHALL EXCLUDE OR LIMIT ANY STATUTORY WARRANTIES OR RIGHTS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAWS.
Third-Party Content Disclaimer
Waffo makes no warranties regarding the Product provided by Providers. All warranties for Product are provided solely by the respective Provider under their applicable Provider Agreement. Waffo disclaims all responsibility for the accuracy, quality, completeness, or functionality of Product provided by Providers.
Buyers acknowledge and agree that while Waffo implements reasonable security measures, it does not warrant that Product will be free from viruses, malware, or other harmful components. Without limiting the generality of the foregoing, you acknowledge and agree that Waffo is not responsible or liable for third party materials included within or linked to the Product or services provided by Waffo under these Terms and Conditions.
Business Customer Additional Disclaimers
For Business Customers, Waffo specifically disclaims any warranties regarding the suitability of Product for commercial use, business operations, or revenue generation.
Limitation of Liability
Total Liability Cap
Waffo's total aggregate liability to Buyer under or in connection with these Terms and Conditions, whether in contract, tort, negligence, or otherwise, shall not exceed the lessor of
- (a) USD500; or
- (b) the actual Purchase Price paid by the Buyer for the Product giving rise to the claim.
Exclusion of Consequential Damages
In no event shall Waffo be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of use, loss of goodwill, or business interruption, regardless of the theory of liability and even if Waffo has been advised of the possibility of such damages.
Caveat
Nothing in these Terms and Conditions exclude or limit either Party's liability for
- (a) death or personal injury resulting from a Party's negligence
- (b) fraud or fraudulent misrepresentation of a Party
- (c) wilful misconduct of a Party; and
- (d) a Party's obligations to indemnify the other Party under these Terms and Conditions.
Indemnification
Buyer shall defend, indemnify, and hold harmless Waffo, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Buyer's breach of these Terms and Conditions or any applicable Provider Agreement; Buyer's violation of any Intellectual Property Rights of any Provider or third party; Buyer's unauthorized use, reproduction, distribution, or modification of Product; Buyer's violation of any Applicable Law, regulations, or third-party rights; any fraudulent, illegal, or unauthorized use of the Buyer's account or payment methods; any claims arising from the Buyer's business use of Product that violates the applicable Provider Agreement; and any negligent or wrongful acts or omissions by the Buyer in connection with the use of Product or the Platform.
Buyer's indemnification obligations shall survive termination of these Terms and Conditions.
Termination and Suspension
Termination by Waffo
Waffo may terminate or suspend Buyer's access to the Platform and any Purchase of Product immediately and without prior notice if
- (a) the Buyer materially breaches these Terms and Conditions
- (b) Buyer violates any Provider Agreement or Intellectual Property Rights of any person
- (c) Buyer engages in fraudulent or illegal activities, or activities prohibited by these Terms and Conditions; or
- (d) Waffo reasonably believes that it is necessary to do so to protect Waffo's or Providers' rights or interests.
Termination by Buyer
Buyer may terminate its use of Waffo's services at any time by stopping to use the services, provided that such termination does not relieve Buyer of any existing obligations already accrued under these Terms and Conditions or any applicable Provider Agreement as at the time of termination.
Effect of Termination on Access to Products
Upon termination for cause by Waffo, Buyer's access to all Products may be immediately revoked without refund. Upon termination by Buyer, access to Product may continue subject to the terms of the applicable Provider Agreement, but no refunds will be provided for unused Product.
Provider-Initiated Termination
If a Provider terminates or suspends the Buyer's rights under applicable Provider Agreement, Waffo may correspondingly terminate or suspend the Buyer's access to that Provider's Product without liability to Waffo.
Governing Law and Jurisdiction
Specifically excluded from application to these Terms and Conditions is the law known as the United Nations Convention on the International Sale of Goods.
Except to the extent amended by any provisions of the law of the jurisdiction in which the Buyer is a resident, these Terms and Conditions and the relationship between you and Waffo, and all Transactions processed through the Platform shall be governed by and construed under the laws of Hong Kong without reference to conflict of laws principles. Any dispute or claim arising out of or in connection with these Terms and Conditions or the performance, breach or termination of these Terms and Conditions, shall be finally settled by binding arbitration at the Hong Kong International Arbitration Centre ("HKIAC"). The arbitration will be conducted in accordance with the HKIAC rules in force. The number of arbitrators will be one (1). Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
To the greatest extent permitted by law, each Party irrevocably waives
- (a) any objection which it may have now or hereafter to the laying of the venue of any such proceedings in such courts and any claim that any such proceedings have been brought in an inconvenient forum; and
- (b) any right to participate in or receive benefits from any class action, collective action, or representative proceeding, whether in court or arbitration.
For Consumer Purchases, nothing in this Section shall limit any mandatory consumer protection rights that may be available under Applicable Law, including the right to bring proceedings in the Consumer's local jurisdiction where permitted by law.
Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under these Terms and Conditions which is due to a Force Majeure Event; provided that the Party affected by a Force Majeure Event shall
- (a) as soon as reasonably practicable after the Force Majeure Event has occurred, notify the other Party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms and Conditions; and
- (b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents a party from providing or receiving any of the services pursuant to these Terms and Conditions for a continuous period of more than ninety (90) days, the Party not affected by the Force Majeure Event may terminate these Terms and Conditions by giving thirty (30) days' written notice to the affected Party.
For the avoidance of doubt, nothing in this Section shall excuse the Buyer from any payment obligations for Product already delivered or services already provided prior to the occurrence of the Force Majeure Event.
Severability and Waiver
If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from these Terms and Conditions and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.
In the event that any invalid, illegal, or unenforceable provision would be valid, legal, and enforceable if some part of it were deleted or modified, such provision shall apply with whatever deletion or modification is necessary to make it valid, legal, and enforceable.
Any waiver of a provision of these Terms and Conditions shall be limited to the specific instance and shall not be deemed to be a continuing waiver or a waiver of any other provision. The failure of Waffo to enforce any provision of these Terms and Conditions or to exercise any right under these Terms and Conditions shall not constitute a waiver of such provision or right.
Entire Agreement and Communications
Entire Agreement
These Terms and Conditions, together with any applicable Provider Agreement and any Order confirmation, constitute the entire agreement between Waffo and Buyer relating to the subject matter of these Terms and Conditions and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
These Terms and Conditions prevail over any of the Buyer's general terms and conditions of Purchase or other documents regardless of whether or when the Buyer has submitted such documents, unless specifically agreed to in writing by Waffo.
Communication
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given
- (a) when delivered by hand (with written confirmation of receipt)
- (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested)
- (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or
- (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Communications to Waffo shall be sent to the contact information provided on the Platform or as otherwise specified in writing by Waffo.
Communications to the Buyer shall be sent to the email address or other contact information provided by the Buyer during the registration or Purchase process.
Buyer is responsible for maintaining current and accurate contact information and shall promptly notify Waffo of any changes to such information.
Electronic communications, including emails and notices posted on the Platform, shall constitute written communications for purposes of these Terms and Conditions.
Transfers
These Terms and Conditions and Waffo's rights and obligations under these Terms and Conditions will be transferred automatically to Providers upon receipt of a written notice from Provider requesting such transfer. Waffo will notify the Buyer of any such transfer within a reasonable time after such transfer takes effect. In such circumstances, you will perform these Terms and Conditions and be bound by these terms in every way as if the Provider were the original party to in in place of Waffo, provided that the Provider shall also be bound by these Terms and Conditions in every way as if it were the original party to it in place of Waffo.
Schedule 1: Definitions and Interpretations
Definitions In these Terms and Conditions, unless explicitly stated otherwise, capitalised terms used have the following meanings:
Applicable Law
means any law, regulation, rule, requirement, judgment, decree, order or directive, including those issued by a court, governmental or regulatory authorities that are applicable to a Party or its business, or to which the Party is otherwise subject and, including those relating to
- (a) payment service
- (b) anti-money laundering, know your customer, counter terrorist financing and sanctions requirements
- (c) data protection
- (d) consumer protection, and
- (e) any code of practice or guidance issued by any regulatory body having jurisdiction over the relevant Party. Business Customer
means a business entity, corporation, partnership, limited liability company, or other commercial organization, or an individual purchasing Product on behalf of such an entity for commercial purposes. Business Day
means, a day other than a Saturday, Sunday or public holiday on which banks are open for normal banking business in Hong Kong. Buyer
means the person or entity purchasing Product through the Platform, whether acting as a Consumer or Business Customer. Buyer Portal
means the online portal or dashboard operated by Waffo, which is linked to the email address, payment details and other contact information provided by the Buyer to Waffo at the time of Order placement (including any updates thereof). Consumer
means an individual purchasing Product primarily for personal, family, or household use and not for commercial purposes. Force Majeure
means an event beyond a Party's reasonable control including: any act of God, strikes, lock- outs, labour troubles (but excluding strikes or other forms of industrial action by the employees, agents or subcontractors of that Party); cyber incidents, interruption or failure of a utility service including the internet, electric power, gas or water; riots, war, pandemic, or terrorist attack; nuclear, chemical or biological contamination; extreme abnormal weather conditions; government actions including the imposition of a sanction, embargo or breaking off of diplomatic relations; and (with respect to Waffo only) suspension of the interbank foreign exchange market that has the direct or indirect effect of restricting Waffo's ability to carry out currency conversion associated with a Transaction. Intellectual Property and Intellectual Property Rights
means all of the following rights and interests owned by a person in
- (a) its brand, trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith
- (b) patents, patentable inventions, computer programs, and software
- (c) databases
- (d) trade secrets and the right to limit the use or disclosure thereof
- (e) content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and copyrights in all works, including software programs; and
- (f) domain names.
Order means a Buyer's request to Purchase Product through the Platform. Party means either or both of
- (a) Waffo, we, us; and/or
- (b) Buyer, you, your. Platform
means Waffo's online platform (https://www.waffo.ai/), including the Buyer Portal, or such other Waffo's online marketplace, website, application, or other digital interface through which Product is offered for sale, subscription or distribution. Product
means any digitally delivered goods, software, applications, media files, documents, licenses, subscriptions, or other digital contents, products and services, including software-as-a-service, offered for sale, subscription or distribution to Buyers through the Platform by Providers. Provider
means any third-party content creator, developer, publisher, or rights holder who offer Product for sale, subscription or distribution through the Platform. Provider Agreement
means terms and conditions of the Provider that governs the Buyer's rights to access, use, and enjoy the Product, and where the Product is, or involves software, the expression "Provider Agreement" also includes any end user license agreement or terms of use established by the Provider in respect of such software. Purchase
includes the purchase of, subscription to or otherwise a license granted by Providers to Buyers to use the Product, in each case in accordance with the applicable Provider Agreement, following the completion of a Transaction. Purchase Price
means the total amount payable by the Buyer in respect of the sale, subscription or distribution of Product, including any applicable Taxes and fees. Refund Request Period
means the period of one hundred and twenty (120) days from the date of Product delivery during which the Buyer may submit a refund request in accordance with Section 9. Waffo or we/us/our
means Waffo.com Limited whose office is at Room 1903, 19/F Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong (including its successors or assigns). Taxes
means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including sales, use, license, excise, good and service, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof. Transaction
means a transaction where a Buyer acquires a Product and pays the Purchase Price through the Platform where Waffo acts as a merchant of record.
Interpretation
In these Terms and Conditions: A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). References to Sections and Schedules are to the sections and schedules of these Terms and Conditions. Any words following the terms including, include, in particular, for example or any similar expression are to be construed as illustrative and do not limit the sense of the words, description, definition, phrase or term preceding those terms. A reference to a Party includes that Party's permitted assigns. A reference to "day" or "month" means a reference to "calendar day" or "calendar month", respectively. For the purposes of these Terms, a day means each twenty-four-hour period of time starting from, and including, 00:00 UTC+8 on one day and ending at, but excluding, 00:00 UTC+8 on the next day. Headings are for ease of reference only and do not affect the interpretation of these Terms and Conditions. Words importing the singular include the plural and vice versa.