Acceptance of Terms
This Master Service Agreement, together with any applicable order forms, service descriptions, policies, and legal notices published by Hakede Payments, is collectively referred to as the “Agreement.” This Agreement governs your access to and use of the services provided by Hakede Payments to you as a supplier, merchant, seller, platform customer, or other business user.
By creating an account, completing onboarding, integrating with the Services, or otherwise accessing or using the Services, you confirm that you have read, understood, and agreed to be bound by this Agreement and all terms incorporated by reference.
If you do not agree to this Agreement, you may not access or use the Services.
We may update this Agreement from time to time. When we do, we will update the Last Updated date shown above. Unless a different effective date is stated, revised terms will become effective when posted. Your continued use of the Services after the revised Agreement is published constitutes your acceptance of those changes.
1. Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Buyer” means an end customer that purchases or subscribes to a Product using the Services.
“Chargeback” means a reversal of a completed payment or transaction initiated by a Buyer, issuing bank, card network, payment method provider, or other financial institution.
“Hakede Payments”, “Hakede”, “we”, “our”, or “us” means Hakede Payments Inc. and its Affiliates operating under the Hakede Payments brand.
“Payment Currency” means the settlement currency selected for your account and approved by Hakede Payments.
“Product” means any digital product, software, SaaS subscription, license, digital content, implementation, or related service that you offer, sell, or distribute using the Services.
“Services” means the payments, billing, merchant-of-record, invoicing, tax handling, payout, fraud prevention, reporting, and related infrastructure services made available by Hakede Payments.
“Supplier”, “Seller”, “merchant”, “you”, or “your” means the person or legal entity using the Services.
“Supplier Account” means the account you create and maintain with Hakede Payments in order to access and use the Services.
“Supplier Dashboard” means the dashboard, portal, or operational interface made available by Hakede Payments for account management, reporting, configuration, and settlement visibility.
2. Appointment and Relationship
You appoint Hakede Payments as a non-exclusive service provider and, where applicable, a reseller and/or merchant-of-record for the Products you make available through the Services, subject to the commercial and operational model selected by Hakede Payments for your account.
You acknowledge that, where Hakede Payments acts as merchant-of-record, reseller, or invoicing party, Hakede Payments may be the contracting party with the Buyer for the applicable transaction. In such cases, you will not independently invoice the Buyer for the same transaction unless expressly permitted by us in writing.
Nothing in this Agreement creates a partnership, employment, agency, fiduciary, or joint venture relationship between the parties, except to the limited extent expressly stated for payment processing, resale, invoicing, or tax handling purposes.
3. Services
Hakede Payments may provide some or all of the following services:
- supplier onboarding and account setup;
- hosted or embedded checkout and payment collection;
- recurring billing, invoicing, and subscription management;
- tax calculation, collection, and remittance where supported;
- fraud, risk, and compliance tooling;
- reporting, analytics, reconciliation, and payout support;
- buyer support for payments, billing issues, and initial transaction handling.
Hakede Payments may modify, improve, suspend, or discontinue parts of the Services from time to time, including where required for legal, technical, security, compliance, or commercial reasons.
Hakede Payments may also rely on third-party banking, payment, identity, compliance, hosting, and infrastructure providers to deliver the Services. Your use of certain parts of the Services may therefore be subject to third-party network rules, payment scheme rules, or additional operational requirements.
4. Fees and Settlement
You agree to pay the fees, discounts, processing charges, reserves, foreign exchange costs, refund handling charges, chargeback costs, tax-related charges, and any other amounts described in your pricing terms, onboarding documents, dashboard, or supplemental agreement with Hakede Payments.
Unless otherwise agreed in writing, Hakede Payments may deduct applicable fees, taxes, reserves, refunds, chargebacks, penalties, and other liabilities before remitting any amounts to you.
Hakede Payments may delay, hold, or offset settlements where reasonably necessary to manage risk, process refunds, satisfy chargebacks, comply with law, complete reviews, or recover liabilities owed by you.
5. Taxes
Where Hakede Payments acts as merchant-of-record, reseller, or the invoicing party, Hakede Payments may determine, collect, report, remit, or withhold applicable indirect taxes, sales taxes, VAT, GST, or similar amounts in accordance with the transaction structure and applicable law.
You remain solely responsible for your own direct taxes, income taxes, corporate taxes, payroll obligations, and any tax filings or liabilities not expressly undertaken by Hakede Payments.
You must provide complete and accurate tax information during onboarding and keep it updated at all times.
6. Supplier Responsibilities
You represent, warrant, and agree that:
- all information you provide to Hakede Payments is accurate, complete, and current;
- you have the legal right to sell, license, distribute, and support the Products;
- your Products, websites, business model, and transactions comply with applicable law and payment network rules;
- you will not use the Services for prohibited, infringing, deceptive, harmful, illegal, or unauthorized activities;
- you are solely responsible for the content, quality, delivery, legality, and support of your Products, except to the extent Hakede Payments expressly assumes a specific support obligation.
You must promptly notify Hakede Payments of any material change to your ownership, business model, products, legal status, tax registration, banking information, risk profile, or compliance posture.
7. Intellectual Property
As between the parties, you retain ownership of your Products, trademarks, branding, content, and related intellectual property rights, and Hakede Payments retains ownership of the Services, platform, software, workflows, reporting systems, APIs, documentation, and related intellectual property rights.
You grant Hakede Payments a non-exclusive, worldwide, royalty-free license during the term of this Agreement to use your name, trademarks, product information, pricing information, and related content solely as necessary to provide the Services, process transactions, support Buyers, meet compliance obligations, and market or list your Products where applicable.
8. Customer Support and Delivery
Hakede Payments may provide first-line support relating to payment collection, billing, invoicing, refund intake, and transaction status. You remain responsible for product delivery, product functionality, service fulfilment, technical support, and all product-specific after-sales obligations unless otherwise agreed in writing.
Where your Product is digital, you are responsible for ensuring timely fulfilment, access provisioning, license delivery, and operational availability.
9. Refunds, Chargebacks, and Reserves
Hakede Payments may issue refunds, credits, reversals, or transaction adjustments where required by law, payment network rules, platform policy, fraud controls, Buyer protection obligations, or our reasonable operational judgment.
You remain financially responsible for refunds, chargebacks, disputes, reversals, penalties, and related costs attributable to your Products, conduct, fulfillment failures, misrepresentations, non-compliance, or elevated risk profile.
Hakede Payments may establish rolling reserves, fixed reserves, delayed payouts, payout caps, or other financial controls as reasonably necessary to manage exposure.
10. Compliance and Due Diligence
Hakede Payments may request information and documents about you, your owners, controllers, directors, representatives, Products, websites, transactions, customers, banking relationships, and compliance posture at onboarding and at any time during the term of this Agreement.
You authorize Hakede Payments and its service providers to perform identity verification, KYC, KYB, sanctions screening, anti-money laundering reviews, fraud reviews, underwriting, and ongoing monitoring.
If you fail to provide requested information, provide inaccurate information, or materially fail a compliance review, Hakede Payments may suspend or terminate the Services, restrict payouts, or block transactions.
11. Representations and Warranties
You represent and warrant that:
- you have the power and authority to enter into this Agreement;
- entering into and performing this Agreement does not violate any other agreement binding on you;
- your Products and use of the Services do not infringe third-party rights;
- you will comply with all applicable laws, regulations, and card or payment method rules;
- you will not use the Services in connection with fraud, sanctions evasion, money laundering, deceptive conduct, or prohibited categories.
12. Suspension and Termination
Hakede Payments may suspend, restrict, or terminate access to some or all of the Services immediately if:
- required by law, regulation, court order, or payment network rule;
- we reasonably suspect fraud, abuse, prohibited conduct, excessive chargeback risk, sanctions exposure, or other illegal activity;
- you materially breach this Agreement;
- you fail to provide information reasonably requested for underwriting, verification, or compliance;
- your use of the Services creates legal, operational, reputational, or financial risk for Hakede Payments or its service providers.
Either party may also terminate this Agreement for convenience upon prior written notice, subject to any surviving operational, settlement, reserve, tax, refund, dispute, or compliance obligations.
13. Disclaimers
To the fullest extent permitted by law, the Services are provided on an “as is” and “as available” basis. Hakede Payments disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted service, and error-free operation.
Hakede Payments does not warrant that the Services will always be available, secure, uninterrupted, compatible with your systems, or free from delays, bugs, fraud attempts, or third-party outages.
14. Limitation of Liability
To the fullest extent permitted by law, Hakede Payments and its Affiliates, officers, directors, employees, contractors, and service providers will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or loss-of-profit damages arising out of or related to this Agreement or the Services, even if advised of the possibility of such damages.
To the fullest extent permitted by law, the aggregate liability of Hakede Payments for claims arising out of or relating to this Agreement or the Services will not exceed the total fees paid by you to Hakede Payments during the three months preceding the event giving rise to the claim.
15. Indemnity
You will indemnify, defend, and hold harmless Hakede Payments and its Affiliates, officers, directors, employees, agents, and service providers from and against any claims, losses, liabilities, penalties, damages, costs, and expenses, including reasonable legal fees, arising out of or related to:
- your Products, websites, business practices, or customer relationships;
- your breach of this Agreement;
- your violation of applicable law or payment network rules;
- your infringement or alleged infringement of third-party rights;
- refunds, chargebacks, disputes, penalties, or enforcement actions connected to your use of the Services.
16. Confidentiality and Data
Each party may receive confidential information from the other in connection with this Agreement. The receiving party will use that confidential information only as necessary to perform under this Agreement and will protect it using reasonable safeguards.
Hakede Payments will maintain administrative, technical, and physical safeguards designed to protect personal data and confidential business information in accordance with applicable law and our published policies.
Our handling of personal data is further described in the Hakede Payments Privacy Policy.
17. General Terms
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior or contemporaneous communications on that subject.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
Hakede Payments may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. You may not assign this Agreement without prior written consent from Hakede Payments.
No waiver of any breach or default will be deemed a waiver of any preceding or subsequent breach or default.
18. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.
Subject to applicable mandatory law, the parties agree that the state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to this Agreement.
19. Contact
If you have questions about this Agreement, you may contact Hakede Payments at legal@hakede.com.