Terms and Conditions

Terms & Conditions for Using KPay (this “Agreement”)

KPay Merchant Service Limited (“KPay”) is a third-party payment processor providing payment processing service(s) (the “Service”).
‍Use of the Service. Please read the terms and conditions below carefully before using the Service. By using the Service, you agree to be bound by the terms and conditions below. You may not use the Service if you do not accept the terms and conditions of this Agreement. KPay may amend this Agreement at its sole discretion without prior notice, and such amendment shall be effective immediately upon posting of the amended Agreement. By continuing to use the Service following such amendment, you agree to be bound by the amended Agreement. KPay has no obligation to notify users of the posting of an amended Agreement.

The Service. By submitting payments through the Service, you authorize KPay to process your payments according to your instructions. You are responsible for any legal, regulatory, or banking penalties and fees that may be assessed for supplying false information to us for use with the Service. By accepting these terms and conditions, you represent and warrant to KPay that: (i) you are 18 years old or older, (ii) you are using your actual identity and any information you provide is accurate and complete; (iii) you are legally authorized to make payments using the payment account; and (iv) your use of the Service will not violate any local, state, national or international laws or regulations.

Authorization. By providing KPay with a payment authorization under the Service, you authorize KPay to charge the payment account to make the payment on your behalf.

Our Responsibilities. KPay will use all reasonable efforts to process all your payment authorizations promptly and properly, provided the authorizations are well received by KPay. KPay will not be responsible for any failure to process a payment authorization that is not actually and completely received by KPay for any reason, including, but not limited to user error, equipment malfunction, technical issues, natural disasters, impediments, inaccurate or incomplete information, or any other irresistible factors. If KPay does not process a payment made by you in the correct amount, KPay will be liable for your losses, but in no event shall KPay’s liability exceed the amount of the payment authorization. KPay shall not be responsible and shall not be liable for any of your losses if it is unable to complete a payment authorization initiated by you because of the existence of any one or more of the following circumstances: (i) the payment account does not contain sufficient funds to complete the payment, or the payment would exceed the credit limit applicable to the payment account, (ii) you have not provided KPay with correct information; (iii) circumstances beyond KPay’s control (including, but not limited to natural disasters, internet service interruptions, malicious attack, accidents, or any other interference form an outside force) prevent the proper transmission of your payment authorization, (iv) KPay fails to receive a full and complete payment authorization, (v) you have made any false or materially misleading statement or representation in connection with any payment authorization, (vi) the bank or financial institution maintaining the payment account refuses or is unable to honor a payment request from KPay, (vii) you have violated any term and condition of this Agreement.

Limitations. In using the Service, you are requesting KPay to make payment on your behalf from your designated payment account. If your bank or financial institution is unable to process a payment (for example, there are not sufficient funds in the payment account to cover the payment, or if funds in the payment account are unavailable for any reason), the payment may not be completed. There may be limits or restrictions upon the number or frequency of payments that can be made from your payment account under applicable law or under your agreement with the bank or financial institution maintaining the payment account. KPay’s obligations under the Service are subject to any such limits or restrictions, and KPay has no duty to notify you of any such limits or restrictions.

Disclaimer of Warranties. KPay is providing the Service “As Is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. KPay does not warrant that the Service is error-free, or that use of the Service will be available or uninterrupted.

‍Limitation of Liability. KPay is providing the Service “As Is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. KPay does not warrant that the Service is error-free, or that use of the Service will be available or uninterrupted.

Assignment. You may not assign this Agreement to any other party. KPay may assign this Agreement to any directly or indirectly affiliated company. KPay may also assign or delegate certain or its rights and responsibilities under this Agreement to independent contractors or other third parties.

General. This Agreement is governed and shall be construed in accordance with the laws of Hong Kong. This Agreement constitutes the entire agreement between KPay and you relating to the Service. It supersedes any prior agreement or understandings between KPay and you relating to the subject matter hereof. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such provision or right with respect to any subsequent breach or a continuance of an existing breach. If any provision of this Agreement shall be held to be unenforceable that provision will be enforced to the maximum extent possible, and the remaining provisions of this Agreement will remain in full force and effect.

‍Your Agreement. By submitting a payment, you acknowledge that you have read and understand this Agreement and you agree to be bound by the Terms and Conditions set forth above and any further Amendments to this Agreement which may be made from time to time.


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Merchant Payment Services Agreement – General Terms and Conditions

These KPay Merchant Payment Services Agreement – General Terms and Conditions (“Terms and Conditions” or “Agreement”) govern the relationship between KPay Merchant Service (Thailand) Co., Limited (“KPay”, “we”, “us” or “our”) and the merchant identified in the accompanying Merchant Application Form (“Merchant”, “you” or “your”) in relation to the provision of payment gateway technology, platform integration, and related technical support services by KPay to the Merchant.

By activating or continuing to use the Services, the Merchant agrees to be bound by these Terms and Conditions together with the KPay Privacy Policy (at [insert URL]), any applicable schedules, and irrevocably waives any right to contest the validity or enforceability of these Terms and Conditions on grounds of lack of review, understanding, or negotiation.

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KPay may amend these Terms and Conditions from time to time. Any changes will be communicated to the Merchant and will take effect seven (7) calendar days after the date of notification, or such longer period as required by applicable law. Continued use of the Services following notification of changes constitutes acceptance of those changes.

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  1. Definitions
    In these Terms and Conditions, the following terms have the meanings set out below, unless the context otherwise requires:

“Agreement” means collectively these Terms and Conditions and the Merchant Application Form, together with any schedules and amendments thereto.
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“Applicable Law” means all applicable laws, rules, regulations, ordinances, directives, and orders of any governmental or regulatory authority having jurisdiction over the relevant Party, including but not limited to the laws of Thailand.

“Confidential Information” means any non-public information disclosed by one Party to the other, whether written, oral, or electronic, that is designated as confidential or that the receiving Party reasonably should know is confidential given the nature of the information and the circumstances of disclosure.

“Device” or “Payment Terminal” means any point-of-sale terminal, card reader, QR display, or other hardware provided by KPay or a KPay affiliate to the Merchant for accepting payment transactions.

“Merchant Application Form” means the merchant application, onboarding agreement, or merchant sign-up form completed and submitted by the Merchant to KPay.

“Merchant Data” means data provided by the Merchant to KPay, including data generated or compiled from such information.

“Merchant Liability” means any chargeback, reversal, refund, retrieval, provider adjustment, fine, assessment, fee, negative balance, settlement shortfall or other amount that KPay or a KPay affiliate actually pays or incurs, or for which it becomes liable, arising out of or in connection with the Merchant’s transactions, use of the Services, breach of this Agreement, fraud or non-compliance.

“Payment Method” means any payment method or instrument made available  through the Services, including but not limited to credit cards, debit cards, QR payments, digital wallets, bank transfers and other payment instruments supported by KPay from time to time.

“Payment Scheme” means collectively the Payment Scheme Partners and the Payment Scheme Operators.

“Payment Scheme Operator” means the provider or franchisor of a Payment Method, including but not limited to Visa, Mastercard, American Express, UnionPay, and any other card scheme or payment network supported by KPay from time to time.

“Payment Scheme Partner” or “Acquiring Partner” means any acquirer, payment service provider, processor, or other entity that has contracted with KPay to facilitate the processing, acquiring, clearing, and/or settlement of payment transactions under this Agreement. The Payment Scheme Partners are responsible for the actual processing and settlement of funds.

“Partner Terms” means the applicable terms and conditions between the Merchant and an Acquiring Partner governing a Payment Method, including its processing, acquiring, settlement, refund, chargeback and risk-control arrangements.

“Payment Scheme Rules” means the bylaws, rules, regulations, technical specifications, operating guidelines, and other requirements of the applicable Payment Scheme Partners and Payment Scheme Operators, as amended from time to time.

“Prohibited Business” means any business or activity prohibited by Applicable Law or Payment Scheme Rules.

“Prohibited Transaction” means any transaction made by a Merchant in connection with a Prohibited Business, or otherwise in violation of Applicable Law or Payment Scheme Rules.

“Scheme Marks” means the names, logos, service marks, trademarks, and other proprietary designations of any Payment Scheme.

“Services” has the meaning given in Clause 2.

“Transaction Data” means data generated from payment transactions processed using the Services, including amounts, dates, and descriptions of goods and services.
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  1. The Services
    KPay provides a proprietary payment platform, including online and offline services, which enables the Merchant to accept payments from customers across multiple channels. The payment processing and settlement for the Payment Methods integrated into our platform are provided directly by our Payment Scheme Partners. Our role is limited to providing payment gateway, platform integration, and technical support; we do not process, hold, or otherwise handle transaction funds.

    KPay may also supply the Merchant with one or more payment terminals (“Devices”) to facilitate in-person acceptance of payment transactions. Any Device supplied on a rental or loan basis remains the property of KPay or the relevant KPay affiliate and is subject to the provisions of Clause 13 (Payment Terminals).

    KPay may additionally provide Software-as-a-Service (SaaS) features, reporting tools, and supplementary functions within the platform. These Terms and Conditions apply to all technology, platform, Device-related, and SaaS services provided by KPay.

    KPay reserves the right to modify, add, suspend, restrict, withdraw or discontinue any element of the Services, including any Payment Method, merchant or terminal identifier, Device, channel, location or feature,  at any time, and may add or remove Payment Methods or Payment Scheme Partners without prior notice to the Merchant. KPay may exercise these rights without an Acquiring Partner’s consent, whether or not that Acquiring Partner maintains a separate merchant relationship.

  1. KYC and Due Diligence
  1. 3.1  Information Collection for KYC and AML Purposes
  2. As a condition precedent to the provision, or the continuation, of services to the Merchant, KPay may, at the request of or pursuant to requirements set by any Payment Scheme Partner, collect business and personal information from the Merchant, its directors, shareholders, ultimate beneficial owners, officers, and key personnel for the purposes of know-your-customer (“KYC”) and anti-money laundering (“AML”) compliance. Such information may include, without limitation, corporate registration documents, identification documents, financial statements, proof of address, and beneficial ownership declarations.

    KPay may also independently conduct customer due diligence for its own AML and regulatory purposes, including but not limited to identity verification, business legitimacy checks, sanction screening, adverse media reviews, and ongoing transaction monitoring. KPay may engage third-party service providers to assist in such activities.

    3.2 Payment Scheme Partner Approval
    The Merchant acknowledges and agrees that the final decision regarding:
  1. the approval or rejection of the Merchant’s onboarding application;
  2. the activation of any Payment Method for the Merchant; and
  3. the continued provision of payment processing services to the Merchant,
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is entirely within the sole and absolute discretion of the applicable Payment Scheme Partners. KPay has no authority to override, circumvent, or appeal on behalf of the Merchant any decision made by a Payment Scheme Partner. KPay makes no representation or warranty that the Merchant will be approved, that approval once granted will be maintained, or that any particular Payment Method will remain available to the Merchant.

Activation and continued availability of each Payment Method are also subject to the Merchant’s acceptance of and compliance with the applicable Partner Terms and to KPay’s approval, technical availability, risk assessment, Applicable Law and continuing upstream availability.

  1. 3.3 Merchant’s Obligation to Provide Information
  2. The Merchant agrees to provide KPay with all information and documents requested for KYC, AML, and due diligence purposes promptly and in the format specified by KPay. The Merchant warrants that all information provided is true, accurate, complete, and not misleading. The Merchant undertakes to promptly notify KPay of any material changes to such information. Failure to provide requested information, or provision of false or misleading information, may result in suspension or termination of the Services at the direction of a Payment Scheme Partner or at KPay’s discretion.
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  1. KPay’s Obligations
    ‍    KPay undertakes to:
  1. use reasonable commercial efforts to make the payment gateway platform available, secure, and operational for the Merchant’s use during the term of this Agreement;
  2. securely route payment authorisation requests and transaction data submitted by the Merchant to the Payment Scheme Partners promptly, subject to system availability and limitations imposed by third parties;
  3. provide technical support during KPay’s normal business hours;
  4. notify the Merchant of any planned downtime or material changes to the Services where reasonably practicable; and
  5. comply with Applicable Law in the performance of its obligations under this Agreement.

KPay shall not be responsible for any failure to process a payment authorisation that arises from causes outside its reasonable control, including but not limited to user error, equipment failure, network interruptions, refusal by a Payment Scheme Partner or issuing bank, or any action or omission of a third party.

  1. Merchant’s Obligations and Representations
    ‍    By entering into this Agreement and using the Services, the Merchant represents, warrants, and undertakes on a continuing basis that:
  1. the Merchant has the full legal capacity, power, and authority to enter into and perform this Agreement;
  2. all information provided to KPay is and will remain accurate, complete, and not misleading, and the Merchant will promptly notify KPay of any material changes;
  3. the Merchant’s use of the Services will comply with all Applicable Laws, Payment Scheme Rules, and the terms of this Agreement at all times;
  4. the Merchant will not use the Services in connection with any Prohibited Business or Prohibited Transaction;
  5. the Merchant will properly maintain accurate Transaction Data and provide such data to KPay upon request;
  6. the Merchant will keep and produce upon request all sales invoices, receipts, and delivery notes for at least five (5) years from the date of the relevant transaction, and will provide such records, supporting evidence and reasonable cooperation within the timeframe notified by KPay or the relevant Acquiring Partner in connection with any dispute, chargeback, refund or retrieval request;
  7. the Merchant will obtain any necessary authorisations from its customers for the processing of their personal data in connection with the Services;
  8. the Merchant will not split transactions, impose minimum or maximum transaction values without prior written consent, or otherwise circumvent Payment Scheme Rules;
  9. the Merchant will cooperate fully with KPay, Payment Scheme Partners, and any regulatory authority in any investigation or audit related to the Merchant’s use of the Services;
  10. the Merchant will promptly notify KPay of any material changes to its business, ownership structure, directors, ultimate beneficial owners, or operating address;
  11. the Merchant will not attempt to reverse-engineer, tamper with, modify, or otherwise interfere with any hardware or software provided by KPay; and
  12. the Merchant will ensure that any equipment it connects to the Services is technically compatible and complies with all specifications notified by KPay.
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  1. Fees
    The terminal rental, KPay POS, SaaS and other service or ancillary fees payable by the Merchant to KPay in connection with the Services (together, “KPay Fees”) shall be as specified in the Merchant Application Form or in a separate fee schedule communicated to the Merchant in writing and accepted by the Merchant in writing prior to taking effect (“Fee Schedule”). KPay reserves the right to revise the Fee Schedule from time to time upon reasonable written notice to the Merchant. Unless stated otherwise, KPay Fees are exclusive of applicable value added tax.

    KPay will invoice the KPay Fees, which must be paid by the invoice due date, or may collect them by direct debit under a valid mandate. KPay Fees remain payable during the applicable Minimum Term notwithstanding non-use of a Device or Service, or any suspension caused by the Merchant’s breach. Accrued KPay Fees and any early termination fee survive termination. Non-payment is a material breach and KPay may suspend or terminate the affected Device or Service, retrieve the Device and recover reasonable collection and retrieval costs. KPay has no right under this Agreement to reserve, withhold or set off settlement funds.

    For the avoidance of doubt, KPay does not process, collect, hold, or distribute settlement funds on behalf of the Merchant. All transaction processing fees, interchange fees, acquiring fees, and any other charges levied by Payment Scheme Partners or Payment Scheme Operators in connection with the Merchant’s transactions will be deducted or collected by the relevant Payment Scheme Partner in accordance with the applicable Partner Terms.
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  2. Chargebacks, Refunds and Partner Risk Controls
    7.1  Payment Scheme Partners’ Sole Responsibility for Funds
    The Merchant acknowledges and agrees that KPay does not at any time hold, process, control, or have access to the Merchant’s transaction funds. All settlement, clearing, refund processing, and fund management functions are performed exclusively by the applicable Payment Scheme Partners.

    You may cancel a pre-authorisation only if permitted by the Payment Scheme. KPay reserves the right to reject such cancellation and  charge a cancellation fee for each pre-authorisation cancellation. This fee may be debited from your settlement funds. We disclaim all liabilities arising from cancelling or failing to cancel pre-authorisations.   

    7.2 Chargebacks
    The allocation of liability for disputes, chargebacks, reversals, refunds and other acquiring losses as between the Merchant and the Payment Scheme Partner is governed by the applicable Partner Terms and Payment Scheme Rules.  Chargebacks are initiated, adjudicated, and resolved by the Payment Scheme Partners and/or Payment Scheme Operators in accordance with Payment Scheme Rules. KPay has no authority to prevent, reverse, dispute, or adjudicate any chargeback decision made by a Payment Scheme Partner or Payment Scheme Operator. The Merchant must provide transaction records, supporting evidence and reasonable cooperation within the timeframe notified by KPay or the relevant Acquiring Partner. KPay may assist with the operational handling of a chargeback. To the extent KPay or a KPay affiliate actually pays or incurs, or becomes liable for, any Merchant Liability, the Merchant must reimburse KPay on demand. 

    7.3 Refunds
    The processing of refunds is carried out by the Payment Scheme Partners in accordance with Payment Scheme Rules. KPay shall bear no liability for the timing, execution, rejection, or any other aspect of refund processing, and makes no representation that any refund request will be processed within any particular timeframe.

    7.4 Delays in Settlement
    Settlement timelines are determined and controlled entirely by the Payment Scheme Partners. The Merchant acknowledges that settlement delays may occur for various reasons within the control of Payment Scheme Partners, including but not limited to risk reviews, regulatory compliance requirements, suspected fraud, and technical issues. KPay shall bear no responsibility for any delay in the settlement of funds to the Merchant and shall not be liable for any loss, damage, or cost arising from such delays.

    7.5 Acquiring Partner Reserves and Risk Controls
    Payment Scheme Partners may, in accordance with the applicable Partner Terms, Payment Scheme Rules and Applicable Law, establish or maintain a reserve, withhold, freeze, suspend or delay settlement, or deduct or set off amounts from settlement funds or designated accounts.  KPay has no ability to prevent, override, or compel the release of withheld funds, and shall bear no liability to the Merchant in respect of any such action by a Payment Scheme Partner.
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  3. Term
    ‍    The Agreement shall commence on the date of execution of the Merchant Application Form and shall continue for the initial term specified therein. If no term is specified, the Agreement shall continue until terminated by either Party in accordance with Clause 10 of this Agreement.

    The Services are considered activated upon the earlier of: (i) KPay's installation or activation of a Device at the Merchant’s premises; or (ii) the activation of online payment functionality by KPay. A Payment Method is enabled only if it is expressly selected, priced and approved for the Merchant in the Merchant Application Form; a blank or unticked field does not indicate free or zero-priced activation. 
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  4. Suspension and Limitation
    ‍    KPay may suspend or limit all or any part of the Services to the Merchant at any time, including any Payment Method, merchant or terminal identifier, Device, channel, location or feature:
  1. in the event of an emergency or to provide resources to emergency and essential services;
  2. at the request or direction of a regulatory authority of competent jurisdiction;
  3. at the request or direction of a Payment Scheme Partner;
  4. if KPay believes the Merchant is engaged in a Prohibited Business or is using the Services in connection with a Prohibited Transaction;
  5. if the Merchant is in breach of this Agreement or any Payment Scheme Rules;
  6. if KPay or a Payment Scheme Partner has concerns regarding fraud, AML, or financial crime risk associated with the Merchant;
  7. if the Merchant fails to provide requested KYC or AML information within the stipulated timeframe; or
  8. for any other reason based on KPay’s or a Payment Scheme Partner’s risk assessment.
  9. if the Merchant fails to procure or deliver any guarantee required under the Merchant Application Form within the period specified by KPay; or
  10. if the Merchant fails to pay any KPay Fee when due.
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Suspension or limitation shall remain in effect for such period as KPay or the relevant Payment Scheme Partner considers necessary, and KPay may require the Merchant to provide additional information or to execute additional documents before lifting any suspension or limitation. KPay may exercise its suspension or limitation rights independently of an Acquiring Partner and without requiring its consent, whether or not the Acquiring Partner maintains a separate merchant relationship.

    1. Termination
    2. 10.1  Termination by KPay
      KPay may terminate this Agreement with immediate effect or upon notice as specified below:
  1. immediately, if the Merchant is in material breach of this Agreement and the breach is not cured within thirty (30) days of written notice (or is incapable of cure);
  2. immediately, upon direction by a Payment Scheme Partner for any reason;
  3. immediately, if required by Applicable Law or any regulatory authority;
  4. immediately, if KPay or a Payment Scheme Partner suspects the Merchant is engaged in fraud, money laundering, terrorism financing, or other criminal activity;
  5. immediately, if the Merchant becomes subject to insolvency, bankruptcy, or winding-up proceedings;
  6. immediately, if the Merchant ceases or threatens to cease carrying on business;
  7. upon thirty (30) days’ written notice, for any reason whatsoever; or
  8. immediately, if KPay ceases to provide the relevant Services.
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    1. Without limiting Clauses 2 and 9, an affected Payment Method or Service will terminate automatically if the relevant Partner relationship, approval, licence, technical integration or Payment Method ceases. The remainder of this Agreement will continue unless KPay terminates it in accordance with this Clause 10.

      10.2  Termination by Merchant
      The Merchant may terminate this Agreement upon thirty (30) days’ prior written notice to KPay, subject to settlement of all outstanding amounts owed to KPay and return of all Devices in accordance with Clause 13. If termination takes effect before expiry of the then-current Minimum Term, the Merchant remains liable for the Early Contract Termination Fee specified in the Merchant Application Form, together with all other accrued amounts. 

      10.3 Effects of Termination
      Upon termination of this Agreement for any reason: (i) the Merchant shall immediately cease using the Services and the Scheme Marks; (ii) all Devices shall be returned to KPay in accordance with Clause 13; (iii) all amounts owed by the Merchant to KPay shall become immediately due and payable; and (iv) any provisions of this Agreement that by their nature are intended to survive termination shall remain in full force and effect, including without limitation Clauses 6 (Fees), 7 (Chargebacks, Refunds and Partner Risk Controls), 12 (Prohibited Transactions and Anti-Money Laundering), 13 (Payment Terminals), 15 (Intellectual Property), 16 (Confidentiality), 17 (Indemnity), 18 (Limitation of Liability), and 21 (Data Protection and Security) . Any obligation to pay KPay Fees, reimburse a Merchant Liability or provide or maintain a guarantee continues until all applicable dispute and reversal periods have expired and all actual or contingent amounts have been finally discharged. 
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    1. Payment Scheme Rules and Compliance
      ‍      The Merchant shall comply with all applicable Payment Scheme Rules in connection with its use of the Services. In the event of any conflict between the provisions of this Agreement and the Payment Scheme Rules, the Payment Scheme Rules shall prevail only to the extent the conflict relates to the processing, acquiring, clearing or settlement of the relevant Payment Method.

      The Merchant acknowledges that Payment Scheme Operators may enforce the applicable Partner Terms and  Payment Scheme Rules directly against merchants and may at any time, without prior notice, prohibit the Merchant from using any Scheme Marks, or impose fines, penalties, or other assessments on the Merchant for breach of Payment Scheme Rules. The Merchant shall be solely responsible for the payment of all such fines, penalties, and assessments. Liability for such amounts as between the Merchant and an Acquiring Partner is governed by the applicable Partner Terms. To the extent KPay or a KPay affiliate actually pays or incurs, or becomes liable for, any such amount, the Merchant must reimburse KPay under Clause 7.2. 
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  2. Prohibited Transactions and Anti-Money Laundering
    12.1  Prohibition on Illegal Transactions
    ‍The Merchant shall not use the Services, directly or indirectly, to facilitate, enable, or process any transaction that is illegal under Applicable Law, or that constitutes or is connected to money laundering, terrorism financing, fraud, bribery, corruption, tax evasion, sanctions violations, human trafficking, or any other financial crime (“Illegal Transaction”).

    12.2  Merchant’s AML and Compliance Obligations
    The Merchant represents, warrants, and undertakes on a continuing basis that:
  1. the Merchant and its beneficial owners, directors, and officers are not subject to any sanctions imposed by any governmental authority or international body;
  2. the Merchant’s business and all transactions processed through the Services are and will remain in compliance with all applicable AML and counter-terrorism financing laws and regulations;
  3. the Merchant has in place internal controls, policies, and procedures reasonably designed to detect and prevent Illegal Transactions.

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    1. Payment Terminals
      13.1  Provision of Devices
      KPay may provide the Merchant with one or more Devices for the purpose of accepting in-person payment transactions. All Devices supplied by KPay remain the sole and exclusive property of KPay or the relevant KPay affiliate at all times. The Merchant’s use of any Device is on a rental basis only, and no ownership or proprietary rights in any Device shall pass to the Merchant.

      13.2  Merchant’s Obligations in Respect of Devices
    2. The Merchant undertakes to:
  1. use each Device only for the purpose of accepting payment transactions in the ordinary course of its business at the location registered with KPay;
  2. operate each Device strictly in accordance with KPay’s technical specifications, operating instructions, and any applicable documentation;
  3. keep each Device in good working order and protect it from theft, loss, damage, and exposure to extreme conditions including excessive heat, moisture, or corrosive elements;
  4. not allow any person other than the Merchant’s authorised staff to use any Device, and not permit any Device to be used by or for the benefit of any third party not registered with KPay;
  5. not alter, modify, tamper with, reverse-engineer, or remove any identification markings or security features from any Device;
  6. promptly notify KPay of any loss, theft, damage, or malfunction of any Device; and
  7. not relocate any Device to an address other than the registered address without KPay’s prior written consent.
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    1. 13.3 Return of Devices upon Termination
      Upon the expiry or termination of this Agreement for any reason, the Merchant shall, within five (5) business days, return all Devices to KPay in good working condition, ordinary wear and tear excepted. The Merchant shall bear the cost of returning Devices to KPay.
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    2. If a Device is not returned within the required period, or is returned in a damaged condition beyond ordinary wear and tear (including damage caused by misuse, negligence, exposure to extreme conditions, or unauthorised modification), the Merchant shall pay KPay a compensation amount of THB [●] per Device, or the actual cost of repair or replacement, whichever is higher. Determination of the extent and nature of damage shall be at KPay’s reasonable assessment.
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    1. General Legal Compliance
    2. The Merchant is solely responsible for ensuring that its business operations, the goods and services it sells, and its use of the Services comply fully with all Applicable Laws, including but not limited to laws relating to consumer protection, data protection and privacy, taxation, AML, and any sector-specific regulations applicable to the Merchant’s industry.

      KPay does not assume and expressly disclaims any responsibility for the Merchant’s compliance with Applicable Laws as they relate to the Merchant’s business, products, services, or customer relationships.

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    1. ‍Intellectual Property
      All intellectual property rights in and to the Services, the KPay platform, software, technology, and related materials (other than the Scheme Marks) are the property of KPay or its licensors. The Merchant does not acquire any intellectual property rights in the Services by virtue of this Agreement.

      All rights in and to the Scheme Marks are the exclusive property of the applicable Payment Scheme Operators. The Merchant shall use the Scheme Marks solely in the manner permitted by Payment Scheme Rules, and shall not contest the ownership of any Scheme Mark.
    1. ‍Confidentiality
      Each Party agrees to keep the other Party’s Confidential Information strictly confidential and shall not disclose it to any third party without the disclosing Party’s prior written consent, except: (i) to employees, officers, or advisors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those set out herein; or (ii) as required by Applicable Law or a regulatory authority of competent jurisdiction.

    1. ‍Indemnity
      The Merchant shall indemnify, defend, and hold harmless KPay and its affiliates, officers, employees, and agents from and against any and all claims, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising from or in connection with:
  1. any breach by the Merchant of this Agreement, including any representation or warranty given herein;
  2. any Prohibited Business or Prohibited Transaction;
  3. any Illegal Transaction or any act of fraud, money laundering, or financial crime by or through the Merchant;
  4. any Merchant Liability;
  5. any claim brought by a customer of the Merchant against KPay;
  6. any damage to or loss of a Device caused by the Merchant’s negligence, misuse, or breach of this Agreement;
  7. any violation of Applicable Law by the Merchant; or
  8. any inaccurate or false information provided by the Merchant to KPay.
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    1. Limitation of Liability
      To the maximum extent permitted by Applicable Law, KPay shall not be liable to the Merchant for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, whether arising in contract, tort, or otherwise, even if KPay has been advised of the possibility of such damages.

      KPay’s aggregate liability to the Merchant under or in connection with this Agreement, for any cause whatsoever and regardless of the form of action, shall not exceed the total service fees actually paid by the Merchant to KPay in the three (3) calendar months immediately preceding the event giving rise to the claim.

      Nothing in this Agreement shall limit or exclude KPay’s liability for death or personal injury caused by KPay’s negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded under Applicable Law.

      The Merchant expressly acknowledges and agrees that KPay bears no responsibility or liability whatsoever for any actions, decisions, or omissions of Payment Scheme Partners, Payment Scheme Operators, issuing banks, or any other third-party participant in the payment ecosystem, including without limitation decisions relating to transaction approval or decline, chargebacks, refunds, settlement delays, or withholding of funds.
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    1. Disclaimer of Warranties
      The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by Applicable Law, KPay expressly disclaims all representations, warranties, and conditions, whether express or implied, including without limitation any implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, or non-infringement. KPay does not warrant that the Services will be error-free, uninterrupted, or secure, or that any particular transaction will be processed successfully.

    1. Interruption to Services
      The Services may be temporarily suspended or restricted for the purposes of planned maintenance, system upgrades, or the introduction of new features. KPay will use reasonable endeavours to notify the Merchant in advance of planned maintenance where practicable.

      KPay shall not be liable for any unavailability or interruption of the Services arising from:
  1. cyberattacks, malware, ransomware, denial-of-service attacks, or other malicious interference;
  2. equipment failure or destruction due to circumstances outside KPay’s reasonable control;
  3. suspension required by law or a regulatory authority; or
  4. changes in Applicable Law that prevent KPay from continuing to provide the Services.
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    1. Data Protection and Security
      Each Party shall comply with all applicable data protection and privacy laws in connection with its activities under this Agreement. The Merchant is responsible for ensuring it has obtained all necessary consents and authorisations required to permit KPay and its Payment Scheme Partners to process the personal data of the Merchant’s customers for the purpose of providing the Services.

      The Merchant shall store and protect all Transaction Data in a secure environment, accessible only to authorised personnel, in compliance with all applicable data security standards, including any standards prescribed by the Payment Scheme Operators (such as PCI DSS). The Merchant shall not retain full card numbers, CVV2/CVC2 data, or magnetic stripe data beyond the period permitted by Payment Scheme Rules.

      The Merchant shall retain legible copies of all transaction records, receipts, and supporting documents for a minimum of five (5) years from the date of the relevant transaction, and shall produce such records and reasonable cooperation to KPay or any Payment Scheme Partner upon request.
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    1. Marketing
      KPay may use the Merchant’s name and logo in marketing materials or publications for the limited purpose of identifying the Merchant as a user of the Services. The Merchant hereby grants KPay a non-exclusive, royalty-free licence to use its name and logo for this purpose.

      KPay may send the Merchant notices, updates, and marketing communications relating to the Services by email, telephone, or messaging software. The Merchant may opt out of marketing communications at any time by contacting KPay at the address set out in the Merchant Application Form.
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    1. General Provisions
      23.1  Governing Law and Jurisdiction
      This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Thailand. The Parties submit to the exclusive jurisdiction of the competent courts of Thailand in respect of any dispute arising out of or in connection with this Agreement.

      23.2 Dispute Resolution
      The Parties agree to attempt in good faith to resolve any dispute arising under or in connection with this Agreement through negotiation within thirty (30) days of written notice by the aggrieved Party. If the dispute is not resolved through negotiation, either Party may refer the matter to the competent courts of Thailand.

      23.3  Assignment
      KPay may assign, transfer, or novate any or all of its rights and obligations under this Agreement to any affiliate or third party without the Merchant’s consent. The Merchant may not assign, transfer, or novate any of its rights or obligations under this Agreement without KPay’s prior written consent. Any purported assignment in breach of this Clause shall be void.

      23.4  Entire Agreement
      This Agreement, together with the Merchant Application Form and any schedules and policies incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether oral or written. The Partner Terms constitute a separate agreement between the Merchant and the applicable Payment Scheme Partner and do not make the Payment Scheme Partner a party to this Agreement. 

      23.5 Amendments
      KPay may amend these Terms and Conditions at any time by notifying the Merchant. Amendments shall take effect seven (7) days after notification unless a longer period is required by Applicable Law. Continued use of the Services after the effective date of an amendment constitutes acceptance of the amended terms.

      23.6 Severability
      If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

      23.7 Waiver
      No failure or delay by KPay in exercising any right or remedy under this Agreement shall operate as a waiver of that right or remedy. Any waiver must be in writing and shall not constitute a waiver of any subsequent breach.

      23.8  Force Majeure
      Neither Party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by circumstances beyond that Party’s reasonable control, including but not limited to acts of God, natural disasters, government actions, pandemics, war, terrorism, or internet service disruptions, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to mitigate the effects. Non-payment of amounts due is not excused by this Clause.

      23.9 Notices
      All notices under this Agreement shall be in writing and delivered by electronic mail or registered post to the addresses set out in the Merchant Application Form. Notices sent by electronic mail shall be deemed received upon confirmation of delivery to the recipient’s server.

      23.10 Language
      This Agreement is written in the English language. In the event of any discrepancy between the English version and any translation, the English version shall prevail.

      23.11 Relationship of the Parties
      KPay and the Merchant are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or trust relationship between the Parties.

      23.12  Electronic Signatures
      The Parties agree that electronic signatures and electronic execution of this Agreement shall have the same legal effect as original ink signatures under Applicable Law.

      23.13 Counterparts
      This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

      23.14  Acknowledgement
      By signing the Merchant Application Form or using the Services, the Merchant expressly acknowledges that it has read, understood, and agreed to be bound by these Terms and Conditions, and confirms that it has had the opportunity to seek independent legal advice prior to entering into this Agreement.

Last updated: 9 September 2026




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Terms and Conditions

Welcome to KPay Singapore!

KPAY MERCHANT SERVICE (SINGAPORE) PTE. LTD (“KPay Singapore”), a Singapore limited company whose principal place of business is at 112 Robinson Rd, #02-01, Singapore 068902, owns and operates this website fully. These terms and conditions outline the rules and regulations for the use of KPay Singapore’s website, located at kpay-group.com/en-sg (“website”). By accessing this website we assume you accept these terms and conditions. Do not continue to use KPay Singapore’s website if you do not agree to take all of the terms and conditions stated on this page. The following terminology applies to the Terms and Conditions: "Client", "You" and "Your" refers to you, the person log on this website and compliant to the Company’s terms and conditions. "The Company", "Ourselves", "We", "Our" and "Us", refers to KPay Singapore. "Party", "Parties", or "Us", refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to the same.

Cookies

We employ the use of cookies. By accessing the website, you agreed to use cookies in agreement with the KPay Singapore's Privacy Policy. Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

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Licence

Unless otherwise stated, KPay Singapore and/or its licensors own the intellectual property rights for all material on the website. All intellectual property rights are reserved. You may access this from website for your own personal use subjected to restrictions set in these terms and conditions.

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You must not:

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Hyperlinking to our Content

The following organisations may link to our website without prior written approval:

These organisations may link to our home page, to publications or to other website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

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We may consider and approve other link requests from the following types of organisations:

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We will approve link requests from these organisations if we decide that: (a) the link would not make us look unfavourably to ourselves or to our accredited businesses; (b) the organisation does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of KPay Singapore; and (d) the link is in the context of general resource information.

These organisations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

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If you are one of the organisations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an email to marketing.sg@kpay-group.com. Please include your name, your organisation name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organisations may hyperlink to our Website as follows:

No use of KPay Merchant Service (Singapore) Pte. Ltd.'s logo or other artwork will be allowed for linking absent a trademark licence agreement.

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iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

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Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libellous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third-party rights.

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Your Privacy

Please read Privacy Policy.

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Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

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Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links, but we are not obligated to respond to you directly.

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We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

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Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

Limitation of Liability.

KPay is providing the Service “As Is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. KPay does not warrant that the Service is error-free, or that use of the Service will be available or uninterrupted.

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Assignment.

You may not assign this Agreement to any other party. KPay may assign this Agreement to any directly or indirectly affiliated company. KPay may also assign or delegate certain or its rights and responsibilities under this Agreement to independent contractors or other third parties.

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General.

This Agreement is governed and shall be construed in accordance with the laws of Hong Kong. This Agreement constitutes the entire agreement between KPay and you relating to the Service. It supersedes any prior agreement or understandings between KPay and you relating to the subject matter hereof. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such provision or right with respect to any subsequent breach or a continuance of an existing breach. If any provision of this Agreement shall be held to be unenforceable that provision will be enforced to the maximum extent possible, and the remaining provisions of this Agreement will remain in full force and effect.

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Your Agreement.

By submitting a payment, you acknowledge that you have read and understand this Agreement and you agree to be bound by the Terms and Conditions set forth above and any further Amendments to this Agreement which may be made from time to time.

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