These Merchant of Record Service Agreement terms (the "Agreement" or these "Merchant Terms") are entered into between Clink Lab Limited, registered in Hong Kong ("Clink", "we", or "us"), and you, the Merchant. They govern Clink's provision of the Service, under which Clink acts as the Merchant of Record and reseller of the Merchant's Products to Buyers in its own name, handling payment processing and the collection and remittance of applicable sales taxes.

By using the Service, you confirm that you have read, understood and agree to be bound by these Merchant Terms together with any annexes (including the data processing agreement and any other data processing arrangements) and any policies referenced herein which expressly state that they form part of these Merchant Terms, as amended from time to time, all of which together form an integral part of the Merchant Terms.

"Account Content" refers to all content, data, materials, and activity submitted, uploaded, stored, or otherwise made available under the Merchant Account, including associated sub-accounts.

"Buyer" refers to a natural person or legal entity who purchases the Product via the Service.

"Buyer Terms" refers to the terms and conditions governing the purchase of Products by Buyers, as made available by Clink on the checkout page.

"Card Networks" / "Payment Scheme Rules" refers to Visa, Mastercard, and other applicable card scheme, payment network, and payment processor rules.

"Chargeback" refers to a Buyer's reversal of a Transaction initiated through their card issuer, bank, or a Payment Scheme. "Pre-Chargeback Alert" refers to an early dispute warning issued by a scheme or processor.

"Chargeback Ratio" refers to the number of Chargebacks divided by the total number of Transactions over a rolling 30-day period.

"Clink" refers to Clink Lab Limited, registered in Hong Kong, providing the Service.

"Confidential Information" refers to all non-public information disclosed by either Party, including but not limited to trade secrets, business strategies, financial data, customer information, technical data, and intellectual property.

"Fee Schedule" refers to the schedule of Service Fees applicable to the Merchant, as published on the Website or in the Merchant Account.

"Merchant" or "you" refers to the entity offering Products via the Service. "Merchant Account" refers to the account created by the Merchant to access the Service.

"Payout" (Net Proceeds) refers to the gross amount collected from Buyers less the Service Fee, applicable taxes, refunds, Chargebacks, any Reserve, and any set-off, remitted to the Merchant.

"Product" refers to the goods or services offered by the Merchant, including digital goods, SaaS, and ebooks. "Prohibited Products" refers to products Clink does not permit on the Service, as described in §4 and any acceptable-use policy published on the Website.

"Reserve" refers to funds withheld by Clink as security against actual or anticipated refunds, Chargebacks, fees, and other liabilities of the Merchant.

"Service" refers to the merchant of record and payment processing service provided by Clink. "Service Fee" refers to the fees charged by Clink to the Merchant, comprising a percentage commission plus a fixed per-Transaction fee, per the Fee Schedule.

"SRP" refers to the seller-recommended price presented to the Buyer. "Transaction" refers to a purchase of a Product by a Buyer via the Service.

"Trademarks" refers to the trade names, logos, and marks of a Party. "Website" refers to the online domain clinkbill.com.

The Service enables the Merchant to sell Products to Buyers. Clink acts as the Merchant of Record (MoR), meaning it enters into the sales contract with the Buyer in its own name.

• Executing the resale Transaction with the Buyer.
• Collecting and processing payments.
• Issuing invoices to the Buyer.
• Calculating, collecting, and remitting applicable sales taxes/VAT.
• Providing fraud prevention and administrative services.

• Providing, delivering, and ensuring access to the Product.
• Ensuring Product quality, functionality, and legal compliance.
• Managing customer support, refunds, and post-sale support.
• Fulfilling consumer rights and remedies.
• Registering as a business and paying all applicable direct taxes (income/corporate tax) on Payouts.

Following the resale of the Product, the Merchant retains sole liability for its nature, functionality, legality, availability, quality, and overall performance. Clink explicitly disclaims any involvement in developing, testing, hosting, maintaining, supporting, or otherwise providing the Product. Consequently, for any matters concerning the content, quality, delivery, or compliance of the Product, the Merchant and the Buyer are authorized to communicate directly with one another.

The Service grants the Merchant access to a dedicated portal on the Website, enabling them to manage Products, configure pricing, view transaction reports and analytics, receive Payouts, and utilize other features. The scope and availability of these portal functionalities may vary based on the Merchant's account tier, integration method, jurisdiction, or applicable legal requirements.

Prior to completing a Transaction via the Service, the Merchant must clearly notify Buyers that payments will be processed by Clink acting as the merchant of record. This disclosure must be presented transparently and accessibly, such as within the Merchant's terms of sale, FAQ section, or checkout flow. The Merchant must provide Buyers with product-specific terms and conditions in a clear and comprehensible manner before a Transaction is finalized. Should any conflict or inconsistency arise between these Merchant Terms and the product-specific terms presented by the Merchant, these Merchant Terms shall take precedence.

The Merchant sets a seller-recommended price (SRP) for each Product. As the merchant of record selling to the Buyer in its own name, Clink is responsible for, and reserves the right to set, the final retail price charged to the Buyer, which is based on the SRP and may differ from it to account for applicable taxes, currency conversion and rounding, local pricing requirements, and payment-method or regulatory constraints. Clink will not change the SRP itself without the Merchant's instruction, and the Merchant may update the SRP at any time via the Merchant Account, with changes applying prospectively to new Transactions.

The Service is for businesses. You represent and warrant that you are of legal age to form a binding contract and that you have the authority to enter into these Terms on behalf of the Merchant. To use the Service, the Merchant must create a Merchant Account with accurate and complete information. Clink will grant access to the Merchant and authorized team members. The Merchant is strictly responsible for maintaining the confidentiality of all login credentials and is fully liable for all activities conducted under the Account and its sub-accounts.

The Merchant warrants that they have the legal right to acquire, store, modify, or process any content (including text, images, and documents) via the Service. The Merchant bears sole liability for the nature of such information and its processing through the Account.

Upon registration, the Merchant must provide accurate details regarding their jurisdiction, tax residency, tax identification numbers, and legal status. The Merchant must promptly update this information via the Account or in writing if any changes occur. Clink relies on this data to determine applicable tax treatments and invoicing.

Clink may restrict the Service in certain jurisdictions. Merchants are prohibited from using the Service to offer Products to Buyers located in restricted countries or territories. The current list of restricted regions is published on the Website and may be updated by Clink at any time.

Before entering into this Agreement and upon request, the Merchant must provide accurate information regarding its business, financial status, ultimate beneficial owners, and relevant URLs (the "Merchant Information"), as Clink or its third-party KYC verification partners request from time to time. This process may include identity verification and anti-money laundering (AML) screening.

The Merchant's website must clearly display accurate Product details, explicitly state Clink's role as the reseller, and comply with all applicable laws and platform policies. Clink may require modifications to the website or policies to ensure compliance or reduce Chargebacks.

The Merchant must provide complete Product information (including descriptions, tax categorization, pricing, and URLs), which is subject to the same obligations if amended. The Merchant warrants that all provided information is correct and up-to-date, and will notify Clink at least thirty (30) days prior to any material changes.

The Merchant agrees not to:

• Transfer the Account without permission.
• Use the Service for unlawful, fraudulent, or abusive purposes.
• Offer Prohibited Products (e.g., financial services, gambling, medical services without authorization).
• Interfere with the security or functionality of the Service.

Clink reserves the right to screen Account Content and remove or destroy content that violates these Terms.

Clink charges a Service Fee for each Transaction, consisting of:

• A percentage-based commission of the gross amount; and
• A fixed fee per Transaction,

as set out in the Fee Schedule. The Service Fee, applicable taxes, refunds, Chargebacks, and any Reserve or set-off are deducted to determine the Payout made to the Merchant.

Settlement reports will be generated in your designated Payment Currency, though you retain full visibility into individual transaction currencies as selected by the Buyer. Should a Transaction necessitate conversion into the Payment Currency, the applicable exchange rate shall be the mid-market rate sourced from Open Exchange Rates at the exact moment of payment receipt, subject to a foreign exchange markup: 2% for primary currencies (USD, EUR, GBP), 2.5% for CZK, DKK, NOK, and THB, and 3% for all remaining currencies.

Fees are deducted before the Payout is made to the Merchant. Payouts may also be subject to fees (including payout, processing, or currency-conversion fees), as set out in the Fee Schedule. Clink may update pricing with reasonable notice. The timing, thresholds, and mechanics of Payouts are set out in §8.

Clink will issue self-billed invoices to document your Payouts; you agree not to issue separate invoices for these amounts. These invoices will be available via your Merchant Account. You must notify Clink in writing of any discrepancies within 3 business days, or they will be deemed accepted.

You are responsible for keeping your tax registration, residency, and VAT/GST details accurate and up-to-date, and must promptly report any changes. Clink is established in Hong Kong, which does not impose VAT or GST; accordingly, no Hong Kong VAT/GST is applied to your Payouts. Where indirect taxes (such as VAT, GST, or sales tax) arise in the Buyer's jurisdiction in connection with a Transaction, Clink handles them as merchant of record in accordance with §7. Clink will use your provided tax information solely to determine the correct tax treatment and prepare these invoices.

As the merchant of record, Clink is solely responsible for calculating, collecting, and remitting all applicable indirect taxes (e.g., VAT, sales tax) based on the Buyer's billing address. Clink will issue all official invoices to Buyers. The Merchant is strictly prohibited from issuing invoices, requesting payments, or handling taxes for Transactions processed through the Service.

Clink will provide regular transaction summaries via the Merchant Account for accounting and reconciliation purposes. While Clink assumes full responsibility for indirect tax compliance on these sales, the Merchant remains solely responsible for its own direct taxes (such as income or corporate taxes) on received Payouts.

Payouts represent consideration for product sales and are not classified as royalties or IP licensing fees. By using the Service, the Merchant authorizes Clink to resell or grant access to the Products as necessary and agrees to maintain relevant records and cooperate with tax audits upon request.

Your Merchant Dashboard will reflect the volume and gross value of all confirmed sales. Payouts are settled on a monthly cycle: Clink will remit the Payout accrued during each calendar month on or before the 15th day of the following month, contingent upon the accrued balance meeting or exceeding the minimum payout threshold of USD 500 (or the equivalent in your designated Payment Currency). Where the balance is below the threshold, it carries over and is paid in the next month in which the threshold is met. This payment schedule is strictly conditional upon your timely submission of all necessary banking and compliance details required to facilitate the transfer. Settlement is made in your designated Payment Currency. Clink maintains the right to assign its self-billing and payment obligations under this Agreement to an affiliated entity.

Collected funds may be held for up to five (5) Business Days before becoming available for Payout, to allow for settlement and risk checks.

Clink may, at its reasonable discretion based on risk (including Chargeback history, refund rate, product category, and processing volume), establish a rolling or fixed Reserve by withholding a percentage of, or a fixed amount from, Payouts, on notice of the amount and basis. The Reserve secures actual or anticipated refunds, Chargebacks, fees, and amounts owed by the Merchant.

Clink may immediately hold back some or all Payouts where it reasonably suspects fraud, a material breach, or where required by a regulatory authority, payment processor, or Payment Scheme Rules.

Following termination or suspension, Clink may retain a Reserve sufficient to cover potential refunds and Chargebacks. This Reserve will be released the later of one hundred and eighty (180) days after the last Transaction or the expiry of the last active subscription, less any amounts applied in accordance with this Agreement.

Clink may set off and deduct from any current or future Payout, or from the Reserve, any amounts the Merchant owes under this Agreement, including refunds, Chargebacks, penalty fees, Service Fees, and indemnified amounts.

If such amounts exceed the available Payouts and the Reserve, the balance may become negative. The Merchant must, on demand, fund the shortfall within five (5) Business Days. Clink may recover any negative balance by any lawful means, including charging a payment method on file or offsetting future Payouts.

The obligation to repay a negative balance survives termination of this Agreement.

You acknowledge and agree that because Clink acts as the merchant of record for all Transactions, you are strictly prohibited from issuing invoices or directly requesting payment from any Buyer. Furthermore, if you and a Buyer agree to issue a refund or return any portion of the SRP, you must not remit funds directly to the Buyer. Instead, you must notify Clink of your agreement, and Clink will solely facilitate the applicable refund to the Buyer.

As the merchant of record, Clink reserves the right to cancel a Transaction and issue a full refund to the Buyer under the following circumstances: (i) the Buyer submits a refund request within fourteen (14) days following a one-off Transaction, or within 14 days of the most recent subscription renewal date, and Clink determines in its sole discretion that granting the refund is appropriate; (ii) Clink has reasonable grounds to believe the Transaction was processed fraudulently or in error; (iii) Clink reasonably anticipates that the Transaction is at risk of resulting in a Chargeback; or (iv) such action is mandated by applicable laws, regulations, payment processors, or Payment Scheme Rules.

Should Clink determine, at its sole discretion, that one or more Products (or your entire product catalog) exhibit an unacceptably high rate of Chargebacks or refunds, Clink shall be entitled to take immediate action, including but not limited to: (i) suspending the sale of some or all Products via specific or all available payment methods; (ii) implementing additional verification controls or friction points within the Clink Checkout flow (e.g., mandatory email confirmations); (iii) terminating the Services immediately pursuant to §19; and/or (iv) disclosing relevant business and account information to its payment service providers, acquiring banks, and Card Networks.

In the event that Clink prevents a Chargeback or issues a refund to a Buyer (including instances triggered by a Chargeback or Pre-Chargeback Alert), you agree to reimburse Clink for: (i) the full principal amount of the refund or disputed Chargeback; (ii) all associated fees and administrative expenses incurred by Clink in processing the refund or dispute; and (iii) a fixed penalty fee of up to 20 GBP, USD, or EUR, or 40 AUD or CAD, corresponding to the Transaction Currency (for Transactions in other currencies, the equivalent amount based on the designated Payment Currency). Amounts owed under this section may be recovered through the set-off and Reserve mechanisms in §8 and §9.

Chargebacks are deemed excessive where, over any rolling 30-day period, the Merchant's Chargeback Ratio exceeds 1% and there are at least ten (10) Chargebacks. Upon breach of this threshold, or upon placement in a Card Network monitoring program (such as Visa's VAMP), Clink may add verification controls, increase or establish a Reserve, suspend payment methods or Products, or terminate the Services. Clink may also act on a discretionary basis as described above where the quantified threshold is not met.

Because Clink defends Chargebacks and disputes with Buyers' banks and the Card Networks on your behalf, you must cooperate promptly and in good faith. On Clink's request, you will provide, within the timeframe Clink specifies (and in any event within five (5) Business Days), all information and evidence reasonably needed to contest a Chargeback or dispute, including proof of delivery or access, usage or download logs, the Buyer's acceptance of terms, communications with the Buyer, and refund history. If you fail to provide the requested evidence within the specified timeframe, Clink may treat the dispute as undefended, accept the Chargeback, and recover the resulting amounts from you under §8 and §9. Clink does not guarantee the outcome of any dispute, and the Merchant remains responsible for the underlying amounts as set out in this section.

Clink provides best-effort technical support for the Service via the Merchant Account chat or website contact options during business hours. This support excludes legal or business advice, and no guaranteed response times apply unless agreed in writing.

While Clink uses commercially reasonable efforts to maintain a secure and reliable Service, occasional unavailability may occur due to maintenance, system issues, or factors beyond our control. The Merchant agrees to promptly report any technical faults, and Clink will take reasonable steps to resolve them within a reasonable timeframe.

Clink reserves the right to perform necessary planned or emergency maintenance. We will provide advance notice for planned maintenance whenever possible, but may perform urgent security or reliability updates without notice. Service functionality may be limited during these periods, and we will notify you of any known restrictions when feasible.

During the term of this Agreement, we grant you a limited, non-exclusive, non-transferable license to access the Merchant Dashboard solely to receive our Services. You may also display the current Clink logo on your website for checkout purposes, provided you strictly adhere to our brand guidelines.

You grant Clink a non-exclusive, non-transferable right to sell and facilitate access to your Product to Buyers.

We agree not to modify, merge, reverse engineer, decompile, or distribute your Product. We will not disclose benchmarking results without your prior written consent, nor use the Product except as expressly permitted here.

You grant Clink a limited right to use your Trademarks solely to provide the Services, and you agree to indemnify Clink against any third-party claims arising from our proper use of them. We will not attach additional marks to your Product or imply any affiliation beyond what is stated in this Agreement.

Except for the limited rights granted herein, you retain full ownership of all Intellectual Property Rights in your Product and Trademarks. You also own all rights to any enhancements or developments made to the Product. We will take no action that impairs your ownership of these materials.

Third-party content and data available through the Service are provided on an "as is" and "as available" basis for informational purposes only. Clink has no control over third-party resources and disclaims all warranties regarding their accuracy or completeness.

The Service may contain links to unaffiliated third-party websites. Clink is not responsible for evaluating or guaranteeing the content, materials, products, or services on these external sites. Clink expressly disclaims any liability for any harm or damages arising from your interaction with, purchase from, or use of any third-party websites or resources.

Both parties may share Confidential Information to fulfill this Agreement. The receiving party shall use such information solely for performing its obligations under this Agreement and shall not disclose or exploit it for its own benefit or that of any third party. Each party shall protect the other's Confidential Information using at least the same degree of reasonable care it applies to its own similar information. These confidentiality obligations shall survive the termination of this Agreement.

Confidential Information does not include information that: (i) is rightfully received from a third party without a breach of confidentiality; (ii) is independently developed without reference to the Confidential Information; or (iii) becomes publicly known through no fault of the receiving party.

A party may disclose Confidential Information if compelled by law or a government agency, provided it gives prompt prior notice to the disclosing party (where legally permitted) to allow them to seek protective measures.

To deliver the Service, Clink acts as a data controller in processing the Merchant's personal data. For full details on how Clink collects, uses, and shares data, please refer to our Privacy Policy. Depending on the specific processing activities and our respective roles, the Parties may also be required to execute a separate Data Processing Agreement (DPA) or related arrangements, which will be attached as an annex to these Merchant Terms.

Clink acts strictly as the merchant of record to process transactions, handle taxes, and collect payments. However, as between the Parties, the Merchant retains sole responsibility for the content, quality, delivery, and legal compliance of its Products.

Clink does not assume responsibility for the Merchant's obligations to Buyers (including customer support and consumer protection), nor does it endorse, review, or control the Products. While Clink facilitates the technical processing of refunds and chargebacks, the Merchant remains solely responsible for determining refund eligibility and resolving Buyer disputes.

Any templates or guidance provided by Clink are for general informational purposes only and do not constitute legal or tax advice. The Merchant is solely responsible for ensuring full compliance with all applicable laws and regulations.

To the fullest extent permitted by law, the Service is provided strictly on an "as-is" and "as-available" basis. We disclaim all express, implied, or statutory warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

Except as expressly stated herein, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages arising from this Agreement, regardless of the legal theory or whether such damages were foreseeable.

Each party's aggregate liability arising under this Agreement (whether in contract, tort, or otherwise) shall not exceed the total Service Fees received by Clink from the Merchant during the six (6) month period immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits or excludes liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; (iii) the Merchant's payment, reimbursement, negative-balance, and indemnification obligations; (iv) breach of confidentiality; (v) infringement of the other party's intellectual property; or (vi) any other matter where exclusion of liability is prohibited by applicable law.

The Merchant shall indemnify and hold Clink harmless against any third-party claims, losses, liabilities, and expenses arising from the Products, the Merchant's breach of this Agreement, its violation of any applicable law, the information or representations it provides, and any third-party intellectual property claims relating to the Products or Trademarks.

Clink shall indemnify the Merchant against third-party claims arising from Clink's gross negligence, willful misconduct, or payment-processing errors directly attributable to Clink.

Clink may amend these Terms by providing 30 days' notice via email or the Website. The Merchant may terminate the Agreement if it disagrees with the changes. Clink may make advantageous changes or changes required by law without notice.

These Merchant Terms become binding when you create a Merchant Account or begin using the Service, and remain in effect as long as your account is active or you use the Service. You may stop using the Service at any time by closing your account, provided all outstanding obligations (such as pending transactions or payments) are fulfilled.

We may suspend or terminate your access to the Service immediately and without prior notice if you breach these Terms or applicable laws, fail compliance checks, engage in suspected fraud or misuse, pose a risk to our operations or reputation, or if required by law.

Upon termination or suspension, you must immediately cease all use of the Service. Your account may be deactivated, any remaining Payouts will be released subject to the post-termination Reserve described in §8.5, and any provisions intended to survive termination will remain in full effect.

The Parties will seek to resolve any dispute informally before commencing any formal proceeding. Any dispute that cannot be resolved informally shall be settled by binding arbitration rather than in court, as set out below.

20.1 This Agreement is governed by the laws of Hong Kong, consistent with the entity identified in §1 (Clink Lab Limited) and the tax position referenced in §6 and §7.

20.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration shall be Hong Kong, the language shall be English, and the tribunal shall consist of a single arbitrator.

The Merchant represents, warrants, and undertakes, on an ongoing basis for as long as it uses the Service, that:

• it is duly organized and validly existing, and the individual accepting these Terms has full authority to bind the Merchant;
• it has all rights, licenses, and authorizations necessary to offer, sell, and deliver its Products and to grant Clink the resale rights in these Terms, and the Products do not infringe any third party's intellectual property or other rights;
• its Products, Account Content, websites, and Buyer-facing terms comply with all applicable laws, Payment Scheme Rules, and Clink's acceptable-use requirements, and are not Prohibited Products;
• all information it provides to Clink (including Merchant Information, tax details, and SRP) is accurate, current, and complete, and it will keep such information up to date;
• it will not engage in any deceptive, fraudulent, or unfair practice toward Buyers, nor conduct outbound telemarketing, unsolicited messaging, or other marketing in breach of applicable law; and
• neither the Merchant nor its ultimate beneficial owners are subject to sanctions or listed on any applicable prohibited-merchant or watch list, and it will not use the Service to transact with sanctioned persons or territories.

Except as expressly stated in these Terms, the Service is provided without further warranties, as set out in §16 and §17.

This Agreement constitutes the entire understanding between the Parties, superseding all prior agreements. Neither party has relied on any representations not expressly stated herein, and no claims for misrepresentation shall apply.

You may not assign or subcontract any rights or obligations under this Agreement without our prior written consent (not to be unreasonably withheld). Any unauthorized assignment is void.

Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control. The affected party will be granted a reasonable extension to fulfill its obligations.

No Waiver & Cumulative Remedies: Failure or delay in exercising any right does not constitute a waiver of that right. All remedies under this Agreement are cumulative and in addition to those provided by law.

If any provision is deemed invalid or unenforceable, it shall be modified to the minimum extent necessary to become valid, or deleted if modification is impossible, without affecting the remainder of this Agreement.

Each party agrees to comply with all applicable laws and maintain necessary authorizations. The Parties are independent contractors; nothing herein creates a partnership, agency, or employment relationship.

Notices must be in writing via email or hand delivery to the addresses specified in this Agreement. Email notices are deemed received upon transmission, while postal notices are deemed received two business days after postage.

If you have any questions about these Terms, please contact us at support@clinkbill.com.