服務條款 Terms of Service

1. About these terms

These Terms of Service (“Terms”) form a contract between you and Kongmerce Limited (“Kongmerce,” “we”), a Hong Kong company. They govern use of the marketing site at kongmerce.com and the merchant platform at app.kongmerce.com by merchants and admin users. By using either, you accept these Terms. If you don’t accept them, please do not use the service.

Different terms apply to shoppers visiting merchant storefronts at *.kongmerce.com — those storefronts are operated by the merchants themselves under their own terms. These Terms apply to shoppers only to the extent they are using the marketing site at kongmerce.com.

2. Eligibility

To use the merchant platform you must be at least 18 years old and have authority to bind your business. The platform is currently in private invite-only beta; access requires an invite code. We may refuse or revoke access at our discretion, subject to applicable law.

3. Your account

You are responsible for safeguarding your account credentials and for all activity under your account. Notify us immediately at [email protected] if you suspect unauthorized access.

You agree to provide accurate, current information when registering and to keep it up to date. Tenant-facing actions you take through the admin (creating products, processing orders, issuing refunds, editing branding) bind your business — we treat them as authorized.

4. Your store and your customers

You retain ownership of your products, brand, customer list, and all content you upload to your storefront. You grant Kongmerce a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, display, and process that content solely as necessary to provide and operate the Services for you and your shoppers (including hosting your storefront, displaying your content to your shoppers, processing your orders, generating backups, and producing AI-assisted derivative content where you direct us to do so). We do not acquire any right to use your content for our own marketing or promotional purposes without your separate written consent.

You are solely responsible for the lawfulness of your products, your tax compliance, your relationship with customers, and the handling of customer personal data on your storefront. Kongmerce provides the technology; the merchant operates the business.

You agree to publish, on your own storefront, the legal disclosures your business requires — at minimum: a privacy policy describing how shoppers’ personal data is handled, a refund / returns policy, and delivery / shipping terms. Where your jurisdiction or your industry requires additional disclosures (business registration number, tax identifier, regulatory licence, etc.), you are responsible for maintaining those disclosures on your storefront.

Roles. Merchants are the business operators (and, where applicable under data-protection law, the data controllers) for their shopper relationships. Kongmerce processes storefront, order, and customer data on merchants’ behalf to provide the platform, except where Kongmerce processes data for its own security, billing, analytics, or legal-compliance purposes. See the Privacy Policy for details.

5. Acceptable use

You agree not to use Kongmerce to sell or distribute:

• Goods or services prohibited under Hong Kong law or under the laws of jurisdictions where you sell.
• Goods or services subject to economic sanctions, export controls, or embargoes that you have not satisfied.
• Counterfeit or trademark-infringing goods.
• Deceptive goods (knock-offs misrepresented as authentic, products with falsified origin, ingredients, or specifications).
• Content depicting child exploitation, non-consensual sexual content, content that incites violence, or content that infringes intellectual property rights.
• Malware, surveillance tools, or stolen / illegally-obtained data.
• Unlicensed financial services, securities offerings, or money-transmission services.
• Items requiring licensing you do not hold (e.g., regulated pharmaceuticals, firearms, certain alcohol categories without the appropriate licences).
• Categories that our payment or platform partners prohibit (when Stripe Connect or similar processors ship in Phase 1, the processor’s own prohibited-business policy applies in addition to this list and may include explicit exclusions for adult content, vape / tobacco products, CBD / unregistered supplements, and cryptocurrency / NFT products).

You also agree not to (i) attempt to interfere with the integrity or performance of the service, (ii) access another tenant’s data, (iii) reverse-engineer the platform except as permitted by law, or (iv) use the AI features to generate content that violates this section.

6. Payments and fees

During the private beta, the platform is free to use. When commercial pricing launches, fees will apply per the published pricing tiers; we will give you at least 30 days’ notice before any pricing change affects your account.

At MVP, payment processing is handled outside our system: shoppers pay merchants by manual bank transfer / FPS, or via clearly-marked Demo mode. Funds flow directly from shoppers to merchants — Kongmerce does not hold customer funds at MVP. When Stripe Connect ships in Phase 1, additional payment terms will apply (and will be presented for acceptance at activation).

Merchant responsibility for transactions. Even while payment is out-of-band (manual FPS / bank transfer), the merchant remains solely responsible for: collecting and remitting any applicable taxes, handling refunds and returns according to the merchant’s own published policy, resolving customer complaints and disputes, fulfilling delivery or service obligations, and managing chargebacks if and when a processor (e.g. Stripe Connect in Phase 1) introduces them. Kongmerce provides record-keeping and admin tooling to support these activities but is not a party to the underlying purchase contract between merchant and shopper.

7. Intellectual property

Kongmerce retains all right, title, and interest in the platform, its codebase, designs, marks, and documentation. You retain ownership of your content. Nothing in these Terms grants either party rights to the other’s trademarks except where specifically described.

8. Service availability

We aim for high availability but do not guarantee uninterrupted service during the beta. We may temporarily suspend the service for maintenance, security, or capacity reasons, generally with notice when planned. If we discover a critical security issue we may take immediate corrective action without prior notice.

8.5. Beta services

The merchant platform is currently in private beta. By using the platform during the beta period you acknowledge and agree that:

• Features may be unstable, may change without notice, and may be removed.
• Data loss, data reset, or schema migrations affecting beta data remain a possibility despite our backup practices. We will exercise reasonable care to avoid this but cannot guarantee against it.
• No service-level commitments (uptime, response time, support responsiveness) apply during the beta.
• Pricing terms, plan structures, and feature availability are not finalised and may change before public commercial launch.
• We have no obligation to maintain or release any beta feature commercially. Features may be discontinued, redesigned, or reserved for higher-tier plans at general availability.

The provisions of this §8.5 apply only to the beta period and will expire on public commercial launch. The other Terms continue to apply.

9. Termination

You may close your account at any time by emailing [email protected]. We may suspend or terminate access for material breach of these Terms, fraud, abuse, or non-payment of fees once paid plans launch.

On termination, you may request a data export for 30 days. The export includes: product catalogue (with images), order records (line items, status, payment metadata), customer records and email-marketing opt-in flags, branding settings, language settings, and admin audit-log entries scoped to your tenant. Export is by email request to [email protected]; we aim to respond within five business days. After the 30-day export window, your data is deleted from production systems per our Privacy Policy and ages out of backups on the schedule documented there.

10. Disclaimers

To the extent permitted by law, the service is provided “as is” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted, error-free, or that any AI-generated copy is suitable for your specific use.

11. Limitation of liability

To the extent permitted by law, neither party will be liable for indirect, incidental, special, or consequential damages, or for lost profits, even if advised of the possibility. Our aggregate liability for any claim arising under these Terms is capped at the fees you paid us in the 12 months preceding the claim — or HK$1,000, whichever is greater.

The cap above does not apply to:

• Fraud or wilful misconduct by either party (which the law does not allow us to limit).
• A party’s breach of its confidentiality obligations under §17.
• Kongmerce’s breach of its data-protection obligations under our Privacy Policy.
• Infringement of a third party’s intellectual property rights by the Kongmerce platform itself.
• Your indemnification obligations under §15.
• Either party’s obligation to pay any fees that have accrued and become due.

12. Governing law and disputes

These Terms are governed by the laws of the Hong Kong Special Administrative Region. Any dispute arising under these Terms shall be resolved exclusively in the courts of Hong Kong.

13. Changes to these terms

We may update these Terms as the service evolves. Material changes to the legal text will be communicated by email at least 30 days before they take effect; continued use after that date constitutes acceptance of the new Terms. Pricing changes specifically receive at least 30 days’ notice (per §6).

14. Contact

For any questions about these Terms, please email:

Kongmerce Limited
Hong Kong
[email protected]

15. Merchant indemnity

You agree to defend, indemnify, and hold harmless Kongmerce, its officers, employees, and contractors from and against any third-party claim, action, or demand (including reasonable legal fees) arising from or relating to:

• The products or services you sell through Kongmerce, including any product-liability, warranty, fitness, safety, or trade-description claim brought by a shopper, regulator, or third party.
• Your fulfilment, delivery, refund, return, or after-sales handling (or failure thereof) for orders placed on your storefront.
• Your handling of shopper personal data, including any data-protection claim brought by a shopper or regulator under the PDPO or any applicable foreign data-protection law.
• Your breach of these Terms, including breach of §5 (Acceptable use).
• Content you upload or generate (including AI-generated content you publish) that infringes the intellectual-property rights of a third party.

We will notify you promptly of any claim subject to this §15, give you reasonable cooperation in defending it (at your expense), and not settle the claim without your prior written consent (which you will not unreasonably withhold).

This §15 is your only indemnification obligation under these Terms. We are not asking you to indemnify us for claims arising from the Kongmerce platform technology itself; those remain our responsibility subject to the limits in §11.

16. Force majeure

Neither party is liable for failure or delay in performing its obligations under these Terms (other than payment of accrued fees) to the extent caused by an event beyond its reasonable control, including: acts of god, natural disasters, fires, floods, epidemics, civil unrest, governmental orders, war, sabotage, labour disputes, internet outages, power outages, or failures of third-party infrastructure (including the service providers listed in our Privacy Policy §4). The affected party will use reasonable efforts to mitigate the impact and notify the other party as soon as practicable. If a force-majeure event prevents substantial performance for more than 30 consecutive days, either party may terminate these Terms without penalty.

17. Confidentiality

In the course of using the platform, each party may receive information that is non-public or proprietary to the other (“Confidential Information”). This includes, on Kongmerce’s side, our roadmap, unreleased features, pricing not yet public, technical architecture, and any details shared during private-beta onboarding. On the merchant’s side, Confidential Information includes your customer list, sales data, supplier relationships, and pricing strategies that are not public.

Each party will:

• Use the other’s Confidential Information only for purposes of performing or evaluating the platform under these Terms.
• Protect it with the same degree of care it uses for its own comparable information (and not less than reasonable care).
• Not disclose it to third parties except to its employees, contractors, and advisers who need to know and are bound by confidentiality obligations no less protective than these.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known without confidentiality obligation, was independently developed without use of the other party’s Confidential Information, or is required to be disclosed by law (in which case the receiving party will give prompt notice where legally permitted).

This §17 survives termination of these Terms for three years (or, for trade secrets, indefinitely).