Developer Service Terms

Waffo

"Waffo", "we", "us" or "our" means Waffo.com Limited, a company incorporated in Hong Kong with its registered address at Room 1903, 19/F Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong, including its successors and permitted assigns.

Developer

If you use the MOR Service on behalf of an entity, you represent that you are authorised to bind that entity to these Terms.

Acceptance

You accept these Terms when you click "I Accept", "Submit", or a similar button, complete onboarding, create a Developer Profile, list a Product, or otherwise use the MOR Service. Your electronic acceptance is intended to be legally binding and equivalent to a written signature to the extent permitted by Applicable Law.

If Waffo introduces a new Additional Document that materially affects your rights or obligations, Waffo will give you at least thirty (30) days' notice before it takes effect, unless a shorter period is required by Applicable Law, Network Rules, Service Provider requirements, urgent security needs, or fraud prevention.

Role of Waffo

Supported Markets, Products and Payment Methods

Waffo may decide which Products, markets, currencies, payment methods, and Customer locations it supports, acting reasonably and taking into account Applicable Law, Network Rules, Service Provider requirements, risk, fraud, and operational capability.

Developer Profile

You must complete Waffo's onboarding process and provide accurate, complete, current, and lawfully disclosed information. Waffo may request additional information for KYC, KYB, sanctions screening, tax, payment network, fraud, or compliance purposes.

One Profile

Unless Waffo agrees otherwise, you may maintain only one Developer Profile. If Waffo reasonably determines that duplicate profiles have been created without approval, Waffo may merge, restrict, suspend, or close duplicate profiles.

Payout Account

You must maintain a payout account in your own name or in the name of the entity you represent ("Payout Account"). For individual developers, this may be a personal bank account or other payout method supported by Waffo. For company developers, this must generally be an account held by the relevant legal entity, unless Waffo approves otherwise.

You are responsible for ensuring that your Payout Account details are accurate. Waffo is not responsible for delays or losses caused by incorrect payout information, beneficiary bank delays, intermediary banks, or third-party payout providers, except to the extent caused by Waffo's gross negligence, wilful misconduct, or fraud.

Dashboard

The Dashboard allows you to manage your Developer Profile, list Products, view transactions, submit payout requests, access reports, and receive notices from Waffo.

Account Security

You are responsible for keeping your login credentials, devices, and account access secure. You must notify Waffo promptly if you suspect unauthorised access, credential compromise, or fraudulent use of your account.

Waffo may suspend account access immediately if Waffo reasonably suspects unauthorised access, fraud, security compromise, or other serious risk. Waffo will lift the suspension once the relevant risk has been resolved, unless termination is permitted under these Terms.

Appointment and Licence to Waffo

You appoint Waffo as a non-exclusive authorised reseller of your Products. You grant Waffo a non-exclusive, worldwide, royalty-free licence during the Term to market, display, distribute, resell, license, sublicense, and otherwise make Products available to Customers solely as necessary to provide the MOR Service.

Restrictions on Waffo

Product Information and EULA

You must provide accurate Product names, descriptions, suggested retail prices, delivery terms, refund terms, technical requirements, and any applicable end-user licence terms ("EULA"). If your EULA changes, you must promptly update the relevant URL or information in the Dashboard. You are responsible for keeping Product information accurate and up to date.

Developer Responsibilities

Fees

You must pay the MOR Service fees set out in the Fee Schedule. Unless otherwise stated, fees may be deducted from amounts payable to you or from any balance held by Waffo for you.

Pricing

You may specify a suggested retail price or other pricing parameters for each Product. As merchant of record, Waffo may determine the final Customer-facing price, including applicable taxes, fees, promotions, currency conversion, or checkout adjustments, provided that Waffo will use commercially reasonable efforts to ensure that you receive the applicable net amount agreed for the Product, subject to refunds, chargebacks, deductions, reserves, and other adjustments under these Terms.

Material Changes

Waffo will give you at least thirty (30) days' notice before Material Changes take effect, unless a shorter period is required by Applicable Law, Network Rules, Service Provider requirements, urgent security needs, or fraud prevention. If you do not agree to a Material Change, you may terminate these Terms before the change takes effect. The prior terms will continue to apply to Sales completed before the effective date of the Material Change, unless otherwise required by Applicable Law, Network Rules, or Service Provider requirements.

Non-Material Changes

Waffo may make non-material changes immediately, including clarifications, formatting changes, correction of errors, updates to contact details, or changes that do not materially affect your rights or obligations.

Balance Types

All balances are ledger records and do not create a deposit, trust, e-money, stored value, or bank account relationship, unless required by Applicable Law.

Standard Settlement Cycle

Standard Holding Period

Waffo may apply a standard holding period of up to five (5) Business Days after funds become Collected Balance. During this period, the funds will not be available for payout.

Risk Reserve

Waffo may establish or adjust a reasonable rolling reserve, fixed reserve, delayed settlement period, or other risk reserve if reasonably necessary to manage chargeback, refund, fraud, regulatory, payment network, or Service Provider risk.

When reasonably practicable and legally permitted, Waffo will notify you of the reason for the reserve, the amount or method of calculation, the expected duration, and any information or action required from you to reduce or release the reserve.

Exceptional Holdback

Waffo will provide notice of the exceptional holdback unless prohibited by law, regulation, Network Rules, Service Provider requirements, or security concerns.

Review and Release of Holdbacks

You may request a review of a reserve or holdback by providing supporting information through the Dashboard or by contacting Waffo support. Waffo will review the request in good faith and may release, reduce, maintain, or increase the reserve or holdback based on risk, legal, payment network, or Service Provider requirements.

Except where a longer period is required by Applicable Law, Network Rules, Service Provider requirements, court order, regulatory request, or unresolved dispute, Waffo will not hold funds for longer than reasonably necessary. Following termination, Waffo may hold amounts for up to one hundred and eighty (180) days where reasonably necessary to cover chargeback, refund, fraud, regulatory, tax, payment network, or Service Provider risk.

Payout Requests

Actual receipt of funds may take additional time depending on banks, payout providers, currencies, holidays, and intermediary systems. Unless otherwise agreed, payouts will be made in United States Dollars (USD).

Set-Off

Waffo may deduct or set off from your balances any amounts you owe Waffo, including fees, refunds, chargebacks, reversals, penalties, taxes recoverable from you, negative balances, and costs arising from your breach of these Terms.

Foreign Exchange

If a Sale is processed in a currency different from the settlement currency, Waffo or its Service Provider may convert the amount using the applicable exchange rate at the time of processing, receipt, settlement, or balance update. The applicable rate may include a spread or conversion fee as set out in the Fee Schedule or Dashboard.

No Interest

Balances do not accrue interest for your benefit unless required by Applicable Law.

Waffo's Role

As merchant of record, Waffo manages payment-related disputes, refunds, chargebacks, pre-chargeback alerts, representments, and communications with payment networks, banks, Service Providers, and Customers.

Responsibility Allocation

Refunds

Waffo will provide reasonable records of refunds, including the reason, amount, date, and applicable fees, unless prohibited by law, Network Rules, Service Provider requirements, or security restrictions.

Chargeback Threshold

Waffo may treat chargebacks as excessive if, during any rolling thirty (30) day period, the chargeback ratio exceeds one percent (1%) of total Sale transactions and there are at least ten (10) chargebacks. Waffo may also take action at lower thresholds if required by Applicable Law, Network Rules, Service Provider requirements, or if Waffo reasonably identifies serious fraud, illegal activity, or immediate risk.

Risk Actions

Where practicable and legally permitted, Waffo will provide notice and a reasonable opportunity to respond.

Dispute Window

You may dispute a refund, chargeback deduction, fee, or reserve by submitting supporting evidence within ten (10) Business Days after the relevant record becomes available in the Dashboard or is notified to you. Waffo will review the dispute in good faith, but final outcomes may be controlled by payment networks, banks, Service Providers, or Applicable Law.

Waffo Responsibilities

Developer Responsibilities

Shared Responsibilities

The Parties will cooperate in good faith on KYC, KYB, sanctions, anti-fraud and risk reviews; Customer disclosures and refund policies; prohibited and restricted categories; payment network inquiries; regulatory, tax, or law enforcement requests; and disputes, chargebacks, refunds, and fraud investigations.

Waffo Support

Waffo will handle first-level support for payment, billing, invoice, receipt, refund, chargeback, and MOR-related Customer inquiries.

Developer Support

You will handle product-related support, including technical issues, functionality questions, content questions, account access to your Product, and Product delivery issues.

You should provide reasonable documentation, FAQs, and support information to help Waffo handle Customer inquiries.

General

Each Party will comply with Applicable Law relating to privacy and data protection.

Roles

Security

Each Party will maintain reasonable administrative, technical, and organisational safeguards to protect Personal Data. Each Party will notify the other without undue delay after becoming aware of a Personal Data breach that materially affects the other Party or Customers.

Data Use

Neither Party may sell the other Party's Confidential Information or Personal Data. Waffo may use aggregated, anonymised, or de-identified data to improve, secure, and operate the MOR Service, provided that such data does not identify Developer or any Customer.

Developer IP

You retain all rights in your Products, Brand, content, and related intellectual property, except for the limited rights granted to Waffo under these Terms.

Waffo IP

Waffo retains all rights in the MOR Service, Dashboard, APIs, documentation, software, systems, technology, Brand, and related intellectual property.

Brand Use

Waffo may use your Brand only as necessary to provide the MOR Service, display your Product to Customers, process Sales, provide Customer support, and comply with legal or payment network requirements.

Waffo may not use your name, logo, or Brand in press releases, case studies, interviews, public customer lists, website logo walls, or marketing materials unless you have opted in or given prior written consent. You may withdraw publicity consent at any time by notice to Waffo. Withdrawal will not require Waffo to remove materials already reasonably published or archived before withdrawal, but Waffo will stop new promotional use within a reasonable time.

Each Party may receive Confidential Information from the other Party. The receiving Party must use Confidential Information only to perform or enforce these Terms, protect Confidential Information using at least reasonable care, disclose Confidential Information only to personnel, affiliates, advisors, Service Providers, or contractors who need to know it and are bound by appropriate confidentiality obligations, and not disclose Confidential Information to third parties except as permitted by these Terms or required by law.

Confidential Information does not include information that is publicly available, already known without confidentiality restriction, independently developed, or lawfully received from a third party without confidentiality restriction.

Developer Indemnity

Waffo Indemnity

Indemnity Process

The indemnified Party must promptly notify the indemnifying Party of the claim, provide reasonable cooperation, and allow the indemnifying Party to control the defence and settlement, provided that no settlement may admit fault or impose non-monetary obligations on the indemnified Party without its prior consent.

Excluded Damages

To the fullest extent permitted by Applicable Law, neither Party will be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for loss of profits, revenue, goodwill, business opportunity, or data, even if advised of the possibility of such damages.

Waffo Liability Cap

Developer Liability Cap

Uncapped Liability

Nothing in these Terms limits either Party's liability for fraud or fraudulent misrepresentation; wilful misconduct; death or personal injury caused by negligence, where applicable; confidentiality breaches; misuse of Personal Data; infringement or misappropriation of intellectual property rights; payment obligations, refunds, chargebacks, reversals, taxes, fines, penalties, network assessments, or amounts properly deductible under these Terms; or any liability that cannot be limited under Applicable Law.

Termination for Convenience

Either Party may terminate these Terms on thirty (30) days' written notice.

Suspension

Waffo may suspend all or part of the MOR Service immediately if Waffo reasonably determines that suspension is necessary due to security, fraud, or unauthorised access risk; suspected illegal activity or breach of these Terms; KYC, KYB, sanctions, tax, or compliance issues; excessive chargebacks, refunds, disputes, or negative balances; Network Rules or Service Provider requirements; Product or business risk; emergency maintenance or system protection; or Applicable Law or regulatory request.

Where legally permitted and reasonably practicable, Waffo will notify you of the suspension, the general reason, and any steps required to restore access.

Termination for Cause

Either Party may terminate these Terms immediately by notice if the other Party materially breaches these Terms and fails to cure the breach within fifteen (15) days after notice, becomes insolvent or ceases business, violates Applicable Law in a way that materially affects performance, or engages in fraud, wilful misconduct, or activity that creates material legal, payment, or reputational risk.

Waffo may also terminate immediately if required by Applicable Law, Network Rules, Service Provider requirements, sanctions restrictions, or regulatory direction.

Effect of Termination

Upon termination, you must stop submitting new Sales through the MOR Service. Waffo may continue to process refunds, chargebacks, reversals, disputes, support, tax, and compliance matters relating to prior Sales. Each Party must stop using the other Party's Brand except as necessary for wind-down, legal, tax, accounting, dispute, or compliance purposes.

Waffo will pay any Available Balance after deducting fees, refunds, chargebacks, reserves, taxes, penalties, and amounts owed by you. Waffo may hold funds for up to one hundred and eighty (180) days where reasonably necessary for chargeback, refund, fraud, regulatory, tax, payment network, or Service Provider risk.

Waffo may send operational notices by Dashboard, email, or other electronic means. Legal notices must be sent to the contact details below, unless updated by notice.

To Waffo

Waffo.com Limited

To Developer

The email address, legal address, or contact information in your latest Developer Profile.

Operational communications

Dashboard notices, email notifications, support messages, or other electronic communications made available through the MOR Service.

You are responsible for keeping your contact information current and reviewing Dashboard and email notices. Notices sent by email are deemed received when sent unless Waffo receives a delivery failure notice within twenty-four (24) hours. Dashboard notices are deemed received no later than three (3) Business Days after posting, unless Applicable Law requires a different standard.

Waffo may change, suspend, or discontinue features of the MOR Service from time to time. For changes that materially reduce core functionality or materially affect your rights or obligations, Waffo will provide reasonable prior notice where practicable.

Waffo may make immediate changes without prior notice where necessary for security, fraud prevention, emergency maintenance, compliance, Applicable Law, Network Rules, Service Provider requirements, or system integrity.

These Terms are governed by the laws of Hong Kong, unless mandatory law requires otherwise.

The Parties will first attempt to resolve disputes through good-faith negotiations. If the dispute is not resolved within thirty (30) days, either Party may refer the dispute to arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC rules then in force. The seat of arbitration will be Hong Kong. The language of arbitration will be English. The tribunal will consist of one arbitrator.

For disputes that are reasonably suitable for support escalation, the Parties will first use a simplified escalation process through Waffo support and management review before arbitration is commenced, unless urgent injunctive relief, fraud, regulatory action, payment network deadlines, or preservation of rights require immediate action.

Independent Contractors

The Parties are independent contractors. These Terms do not create a partnership, employment, agency, joint venture, fiduciary, or franchise relationship.

Assignment

You may not assign these Terms without Waffo's prior written consent. Waffo may assign these Terms to an affiliate, successor, purchaser, or acquirer in connection with a merger, restructuring, sale of assets, or similar transaction, provided that your rights under these Terms are not materially reduced.

Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, cyber incidents, internet or utility failures, payment network outages, bank or Service Provider failures, government actions, sanctions, regulatory restrictions, or suspension of the interbank foreign exchange market affecting settlement or currency conversion.

Entire Agreement

These Terms and the Additional Documents form the entire agreement between the Parties regarding the MOR Service and supersede prior discussions or agreements on the same subject.

Severability

If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision will be deleted and the remaining provisions will continue in effect.

Third Party Rights

No person other than a Party has the right to enforce these Terms, except that Waffo's affiliates, officers, directors, employees, agents, and Service Providers may benefit from provisions intended to protect them.

Survival

Provisions relating to fees, payouts, reserves, refunds, chargebacks, taxes, compliance, confidentiality, data protection, intellectual property, indemnities, liability, dispute resolution, and any other provisions that by nature should survive will survive termination.