Seller Policy Pages

1. Definitions and Interpretations

1.1 The following terms used in this Agreement (including these General Terms and Conditions) or any document referenced in this Agreement shall have the following meanings, unless otherwise expressly defined in this Agreement or therein: "Agreement" means the form attached to these General Terms and Conditions for TKSP Merchant Registration, including any schedules, appendices or other attachments to any of the foregoing, including all modifications, supplements and changes thereof; "Applicable Law" means any applicable law, regulation, rule, order, judgment or guideline adopted or issued by Parliament, Government or any competent court or authority in Hong Kong, which currently exists or will exist in the future; "Business Day" means any day other than Saturdays, Sundays or public holidays in Hong Kong; "Contribution" has the meaning given to it by Article 6 of these General Terms and Conditions; "Customer Account" means the customer's registered account on the CMS platform; "Merchant" means the party that delivers the products ordered by the customer through the TKSP platform; "Effective Date" means the date on which TKSP approves the TKSP Merchant Registration Form submitted by the Merchant; "Merchant" "Merchant" refers to the merchant owned, managed, and registered by the merchant to enable the tksp service, which may be modified and added from time to time according to the agreement between the parties; "Merchant Information" refers to the merchant details as specified in the agreement; "Merchant SOP" refers to the standard operating procedure for merchants to use the tksp service, which tksp may modify from time to time at its sole discretion, with or without notice; "Merchant Wallet" refers to the funds account held by the merchant in the CMS for holding transaction funds; "Net Sales" refers to the total price of the products in the transaction, excluding any taxes (including but not limited to any sales and service taxes): (a) after deducting any discounts from merchants on the tksp platform; (b) excluding merchant service fees, merchant surcharges, and other charges (if any and applicable) recorded in the systems of tksp or its affiliates; "Order" refers to a product order placed by a customer on the tksp platform; "Parties" refers to the CMS and the merchant collectively, and "Party" means any one of them; "Products" refers to food and/or beverages sold by the merchant through the tksp platform; "Service Fee" is subject to Section 7.1 of these General Terms and Conditions. The following are the meanings given by this clause: "tksp Platform" refers to the e-commerce platform of the mobile application or website (https://tksp.click) operated by tksp; "tksp Platform" refers to the food ordering and delivery platform operated by tksp on the tksp platform for providing tksp services; "tksp services" refers to the food ordering and delivery platform service through which merchants can sell their products and customers can order products through the tksp platform, wherein delivery may be made by the merchant or any other means determined by tksp; "transaction" refers to any transaction in which a customer orders and pays for products from a merchant through the tksp platform; and "transaction funds" refers to the total amount paid by a customer in transactions conducted through tksp services on the tksp platform. 1.2 In this Agreement (including these General Terms and Conditions): (a) references to statutory provisions shall include that provision and any regulations made pursuant to it, whether before or after that date, that amend or reformulate the provisions of this Agreement from time to time, and any past statutory provisions or regulations that are directly or indirectly superseded by that provision or regulation (as amended or reformulated from time to time); (b) references to “written” or “in writing” shall include any visible form of reproduction; (c) references to “including” shall be construed as “including, but not limited to”; (d) references to “terms” or “schedules” shall refer to the following terms or schedules: these General Terms and Conditions (unless the context requires otherwise); (e) unless the context requires otherwise, words indicating the singular shall include the plural, and vice versa, and words indicating a particular gender shall include the other gender (male, female, or gender-neutral).

1.3 Headings in this Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the structure of this Agreement. 2. Scope

The terms and conditions attached to these General Terms and Conditions contain the terms for the provision of tksp services (which may be amended from time to time).

3. Term

This Agreement shall remain in full force and effect for one (1) year from the effective date and shall be automatically renewed for one (1) year unless either party gives written notice to the other party at least one (1) year prior to the expiry of any term.

4. Description of tksp Services

4.1 The Merchant acknowledges and agrees that the tksp services provided by tksp are limited to (a) referring customers to the Merchant; (b) acting as an intermediary between the customer and the Merchant, accepting orders and receiving payments from customers on behalf of the Merchant; and (c) acting as an intermediary between the customer and the Merchant, including relaying orders and making payments from customers to the Merchant. tksp may, at its sole discretion, change or suspend the tksp service without prior notice.

4.2 tksp shall display the range of products offered by merchants on the tksp platform, provided that such range has been communicated to tksp and conforms to the standards individually determined and communicated to merchants by tksp.

4.3 Merchants shall provide tksp with all information necessary for tksp to display products on the tksp platform, including menus, products, product availability of any merchant, merchant hours and location, logos, images, prices, and company markings as required by tksp (“Necessary Information”). For the avoidance of doubt, if a merchant fails to provide the Necessary Information to tksp, tksp has the right to use any information available to tksp, including any images related to products on the tksp platform. Any changes to such information must be notified to tksp by the merchant no later than seven (7) business days before the changes take effect. 4.4 Merchants should continuously verify the information published by CMS. If any errors or inaccuracies are found, merchants should immediately notify CMS (within one hour of discovering the error or inaccuracy). For the avoidance of doubt, the merchant's menu, products, logos, images, prices, company identity, and other relevant information may be available on the TKSP platform and other media (including but not limited to Twitter, Facebook, and Google AdWords campaigns).

4.5 Merchants acknowledge and agree that CMS does not provide shipping services and does not act as an agent for any shipping service provider, courier, postal service provider, delivery service provider, or any other party. TKSP makes no representations or warranties regarding the quality, safety, and/or legality of any products. TKSP does not guarantee the identity of any customer or ensure that a customer will complete a transaction.

4.6 Merchants acknowledge and agree that the actual contract for the sale of goods is directly entered into between the merchant and the customer. CMS is not a party to such contract and assumes no responsibility, obligation, or liability in connection with any such contract or any related matters. Disputes arising from any product are limited to the relationship between the merchant and the relevant customer.

4.7 Merchants must handle any refunds and/or claims arising from transactions, including but not limited to order cancellations. CMS can assist merchants with refund and/or claim procedures, and merchants further agree that CMS may, at its sole discretion, refund transaction funds to customers without the merchant's prior approval.

4.8 CMS reserves the right to suspend a specific transaction and/or customer account and/or merchant wallet and/or TKSP services if it deems any of the following to be true:

(a) TKSP deems it necessary or desirable to protect the security of the customer account and/or merchant wallet and/or TKSP services;

(b) TKSP believes that the transaction (i) violates the terms of this Agreement or the security requirements of the customer account and/or merchant wallet and/or TKSP services; (ii) is a suspicious, unauthorized, or fraudulent transaction related to, but not limited to, money laundering, terrorist financing, fraud, or other illegal activities;

(c) is for the sale of goods and/or services that are not part of the merchant's agreed-upon products or business activities or are deemed to violate applicable law;

(d) is if the merchant is engaged in activities prohibited by the merchant's SOP or any other policy of CMS or any applicable law; or

(e) 4.9 tksp may, at its sole discretion, provide merchants with periodic education regarding the development of tksp services, including any changes or additions to tksp service facilities.

4.10 tksp reserves the right to deduct from transaction funds any service fees that tksp is entitled to and any donations (if any) made through the tksp platform for providing tksp services.

4.11 If tksp provides merchants with any equipment related to the provision of tksp services (“Equipment”), including but not limited to Electronic Data Capture (EDC), the merchant agrees to be responsible for such Equipment and is obligated to return it to tksp in good condition upon termination of tksp services. Further details regarding the use of the equipment, technical and operational support, and/or resolution of equipment-related issues may be provided by tksp in the Merchant SOP and/or published by tksp on the tksp platform, which will apply to and bind both parties.

5. Obligations

5.1 Merchants shall register as merchants using the tksp Merchant Registration Form or any other method determined by tksp. Merchants shall integrate tksp services into their business and operate in accordance with tksp's instructions and policies (which may be revised from time to time).

5.2 Merchants shall not permit any transactions involving any products or items prohibited or restricted by applicable law or CMS policies.

5.3 Merchants shall retain records relating to transactions for at least seven (7) years from the date the transaction occurred.

5.4 Merchants shall conduct business and operate their business in accordance with applicable law and ensure that their business activities are not prohibited by applicable law.

5.5 Merchants shall always hold all relevant licenses and permits for conducting their business, including any food safety laws and regulations. If a merchant becomes aware of any breach of its business or if the relevant authorities find that its business violates any applicable law, the merchant must immediately notify the CMS (within one (1) hour of receiving the notification). 5.6 The merchant represents to the CMS and warrants that: (a) to the best of its knowledge, it has not received any funds in connection with any illegal, fraudulent, deceptive or manipulative conduct or practice, and that the merchant has not paid to or received from any illegal source. To the extent that the merchant becomes aware of any such transaction, the merchant agrees to immediately notify CMS to suspend any such transaction and/or customer accounts and/or merchant wallets; (b) the product-related information published on the TKSP platform complies with all legal requirements, including all information related to customer protection and welfare and any laws and regulations related to food sales; (c) the information provided by the merchant to CMS is up-to-date and accurate and does not infringe on the intellectual property rights of any third party; (d) the products provided, prepared and sold to customers are of marketable quality and consumer safety, and their storage, production and preparation comply with and will comply with all applicable retail and food safety regulations as well as those by TKSP and any applicable laws; (e) the merchant possesses all licenses required by current laws and regulations and is not involved in any ongoing criminal, bankruptcy or tax proceedings or other pending penalties related to the merchant's business operations; (f) the merchant will not solicit data and/or information from customers or other parties in any way without the prior written approval of CMS and/or its affiliates. 5.7 If any product becomes spoiled, defective, or causes food poisoning, allergies, or other consequences affecting any customer, the merchant shall bear full responsibility and/or legal liability for such events and shall release and indemnify CMS from and against any claims, damages, or losses relating to such matters. 5.9 The Merchant owns or controls any person who is currently subject to any sanctions imposed or enforced by applicable government authorities in Hong Kong (collectively, the “Sanctions”), and is not located, organized, or resides in any country or region currently subject to sanctions. The Merchant shall not use the tksp services in any manner that would cause any party to violate the Sanctions. The Merchant and its subsidiaries and affiliates have not knowingly engaged in any transaction or deal with any person or party, or in any country or region, that is or was subject to sanctions at the time of the transaction or deal. 5.9 The Merchant agrees that it and its affiliates shall conduct business in accordance with applicable laws relating to anti-corruption laws and shall not, directly or indirectly, engage in any conduct that could lead to a violation of such laws, including but not limited to, directly or indirectly providing, offering, or promising anything of value that could lead to a violation of any such laws to any government authority or government official. The operations of the Merchant and its affiliates shall always comply with all material aspects of applicable laws relating to anti-money laundering and financial record keeping and reporting requirements. 5.10 The Merchant shall not: (a) decode or reverse engineer the systems of the CMS or CMS food platform; (b) (c) To perform any action that may cause damage and/or disruption to tksp or the tksp platform's systems; or (d) To perform any action aimed at copying, duplicating, and/or stealing information and/or data of tksp Services, tksp, and/or customers. 5.11 Merchants agree to participate in tksp's promotional and marketing activities, including co-sponsored activities ("Activities Organized by tksp" ("Promotional Activities")). If a merchant wishes to withdraw from participation in a Promotional Activity, the merchant shall notify CMS's customer service of its intention and complete an opt-out form. tksp shall process the withdrawal request within fourteen (14) days of receiving the completed opt-out form. 5.12 Merchants shall be responsible for any and all authentication, passwords, and personal identification numbers (PINs) used to access the merchant wallet. Or any other code confidential. Merchants are solely responsible for all activities occurring under their Merchant Wallet, even if such activities or uses are not carried out by the merchant. TKSP shall not be liable for any loss or damage arising from unauthorized use of merchant credentials or the merchant's failure to comply with these Terms.

6. TKSP Co-sponsored Activities

If a merchant participates in an activity, the merchant's contribution to the activity (“Contribution”) shall be based on each net sales transaction recorded in the TKSP system. CMS shall notify the merchant of its share of contribution in the relevant activity via email or any other means at its sole discretion.

7. Fees and Taxes

7.1 As consideration for the services provided by tksp, the Merchant shall pay tksp a service fee (“Service Fee”) as stated in the tksp Merchant Registration. The Service Fee shall be charged on each net sales amount based on successful transactions recorded in the CMS system. The Service Fee excludes any service and sales tax (SST), and the Merchant shall be responsible for any taxes collected by tksp in connection with the Service Fee. 7.2 The terms of transaction fund settlement, after deducting service fees, contributions (if any), and/or other fees (if any), will be further specified in the Merchant SOP and are subject to change at the sole discretion of CMS. 7.3 Unless otherwise provided by applicable law, for certain reasons, unless otherwise provided by applicable law, the Merchant hereby authorizes tksp and/or its affiliates to initiate debit or credit entries to the Merchant Wallet at any time by written notice to the Merchant, including but not limited to: (a) correcting any errors in the processing of any transactions and/or instructions provided by the Merchant to CMS, including but not limited to double payment; (b) when CMS determines that the Merchant is engaged in any fraudulent or suspicious activity and/or transaction; (c) relating to any rewards or rebates; (d) relating to any uncollected fees or donations (if any); (e) relating to the resolution of any transaction disputes, including any compensation arising from or derived from the Merchant; (f) any other reason that CMS may determine in the future to be related to any transaction. 7.4 tksp may, at its sole discretion, modify service fees, contributions, or any other applicable fees, or include any additional fees by written notice to the Merchant at any time. 7. Taxes” and promises to pay all such taxes promptly. If the Merchant fails to pay taxes, and CMS is required to pay such taxes and (if applicable) any related penalties, CMS shall have the right to recover such payments made by CMS.

8. Intellectual Property

8.1 TKSP and/or its licensors retain and shall retain all rights, title, and interests in all copyrights, trademarks, and other intellectual property rights contained herein and in connection with it, unless expressly granted to the Merchant in this Agreement. 8.2 The Merchant grants TKSP a worldwide, non-exclusive, royalty-free, and non-transferable license, solely for the term of this Agreement, to reproduce, use, and display any intellectual property rights licensed to the Merchant by or for the performance of this Agreement. The Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights that it may use or that may be available to TKSP. 8.3 The Merchant represents and warrants that it is the legal licensee of all intellectual property rights owned or used under this Agreement, that there is no infringement or violation of any third party's title or intellectual property rights, and that no other party claims the same title to such intellectual property rights. 8.4 All reports, specifications, and other similar documents prepared or compiled in the course of this Agreement, including documents and materials relating to the tksp service and any derivative thereof, and any intellectual property granted by either party, shall be the absolute property of such Agreement. Throughout the preparation process and at any time thereafter, all intellectual property rights present in all reports, specifications, and other similar documents set forth in these Terms shall remain the property of the relevant party at all times. 8.5 Each party warrants to the other that it will not use any of the other party's trademarks in any marketing activity, including but not limited to promotional activities, without the other party's prior written consent. Notwithstanding the foregoing, tksp has the right to use the merchant's trademarks to promote the tksp service and related promotional activities on all platforms across all media worldwide.

9. No Warranty

9.1 The tksp service is provided "as is" without any express, implied, or statutory representations or warranties. tksp and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees, and suppliers expressly disclaim any right to claim title, merchantability, or specific performance. Any implied warranties of fitness for a particular purpose and non-infringement. tksp has no control over the products paid for through the tksp service. tksp does not guarantee continuous, uninterrupted, or secure access to any part of the food service, and the operation of the tksp website may be temporarily suspended for maintenance or upgrades, or interfered with by many factors beyond tksp's control. tksp will make reasonable efforts to ensure timely processing of tksp services, but tksp makes no representations or warranties regarding the amount of time required to complete processing. 9.2 tksp is not liable for any of the following: (a) Any suspension or refusal of payment that TKSP reasonably believes to be fraudulent or unauthorized; (b) payment instructions received contain incorrect or malformed information; (c) hardware, software, mobile devices, and/or internet connections are unable to function properly due to (including but not limited to) viruses, interruptions, or other forms of system disruption (such as unauthorized access by a third party); (d) any of the circumstances specified in Section 4.8. Hardware, software, mobile devices, and/or internet connections may malfunction due to (including but not limited to) viruses, interruptions, or other forms of system disruption (such as unauthorized access by a third party); (d) any of the circumstances specified in Section 4.8.

10. Confidentiality and Personal Data

10.1 Each party shall keep confidential and shall not disclose to any person, directly or indirectly, any confidential information disclosed, provided, or otherwise made available to the receiving party by the disclosing party or on its behalf, for its own or any other person's benefit (except for proper performance of its obligations under this Agreement). Confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and trading conditions, details of customers, suppliers, debtors or creditors, information relating to the disclosing party or any of its officers, directors or employees, affiliates, marketing information, printed materials, rates and rate tables, contracts, regardless of their form, format or medium, whether machine-readable or human-readable, including written, oral or tangible form, and also including information conveyed or obtained through meetings, documents, letters or examination of tangible items. This clause does not apply to any confidential information disclosed, provided or otherwise made available by the disclosing party that is in the public domain and shall cease to apply to any information subsequently made publicly available, except as a result of any breach by the receiving party. 10.2 The Receiving Party may disclose confidential information to (a) its directors and employees, provided that their duties require them to access such confidential information, provided that the Receiving Party instructs such directors and employees to treat such confidential information as confidential and not to use such confidential information for any purpose other than the proper performance of their duties; and (b) its external auditors, lawyers, and professional advisors. The Receiving Party shall ensure that persons disclosing such information to it are contractually bound by the provisions of this Agreement and incorporate appropriate confidentiality provisions into their employment and other applicable contracts. 10.3 Both parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform related to this Agreement. For the purposes of this Agreement, "3. Both parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform related to this Agreement. For the purposes of this Agreement, "3. Both parties to this Agreement shall comply with their respective obligations as data users and data processors as required by all applicable laws and privacy policies relating to any personal data available on the CMS platform related to this Agreement." For the purposes of this Agreement, “Personal Data” means personal data with assigned meaning, controlled by the data user, and for which the data processor needs or is required to provide services for the performance of this Agreement; “Data Processor”, for the purposes of Personal Data, means any person (excluding the data user’s employees) who processes Personal Data solely on behalf of the data user and not for any personal purpose; and “Data User” means any person who processes or controls or authorizes the processing of any Personal Data, alone or jointly or with others, but excluding the data processor. 10.4 The confidentiality obligations under this Section 10 shall remain in effect after the termination of this Agreement and/or before the confidential information enters the public domain.

11. Force Majeure

11.1 Both parties shall release themselves from all obligations and liabilities arising from force majeure. “Force Majeure” means any unforeseen and unavoidable event and/or special circumstances beyond the reasonable control of both parties, including but not limited to epidemics or pandemics (except for the COVID-19 pandemic), natural disasters, war, rebellion, aggression, sabotage, public unrest, and the existence of government regulations in monetary matters that directly affect the performance of this Agreement. 11.2 If either party is delayed or unable to perform its obligations under this Agreement due to a force majeure event, it shall notify the other party in writing as soon as possible after the occurrence of the force majeure event.

12. Termination

12.1 Each party may terminate this Agreement immediately if: (a) the other party files for bankruptcy, becomes insolvent, or makes any arrangement, settlement, or assignment in the interests of its creditors, or appoints a receiver or administrator for that party or its business, or the party voluntarily (other than through reorganization or merger) or compulsorily liquidates; (b) the other party commits a material breach of this Agreement, or if the non-breaching party considers such breach remediable and provides an opportunity for remedy, but such breach is not remediated within 30 (thirty) days from the date the non-breaching party notifies the other party of such breach; (c) tksp suspects any illegal conduct, illegal and/or fraudulent conduct committed by the merchant and/or its employees or agents; (d) the other party breaches or fails to comply with any applicable law that may adversely affect the non-breaching party in any material respect, including any other regulations relating to food safety; or (e) the other party gives written notice of 30 (thirty) days in advance, for any reason or no reason. 12.2 The termination of the TKSP service shall not release or limit the obligations and liabilities of the Merchant or TKSP prior to the termination. (e) Give the other party 30 (thirty) days' written notice, for any reason or no reason. 12.2 The termination of the TKSP service shall not release or limit the obligations, liabilities and liabilities of the Merchant or TKSP prior to the termination. (e) Give the other party 30 (thirty) days' written notice, for any reason or no reason. 12.2 The termination of the TKSP service shall not release or limit the obligations, liabilities and liabilities of the Merchant or TKSP prior to the termination.

13. Operations

13.1 The Merchant shall not assign any of its rights under this Agreement to any person without the prior written consent of CMS. 13.2 The Merchant shall not allow any other person (other than the Customer) to use the CMS Food Services without the prior written consent of CMS. 13.3 The provisions of this Agreement shall be binding on both parties and their respective successors and permitted assigns. 14. Relationship between the parties; Merchant as an independent contractor

14.1 Nothing in this Agreement shall be construed as establishing a partnership, joint venture, or agency relationship between the Merchant and CMS. Neither party has the authority to enter into any agreement of any kind on behalf of the other.

14.2 The Merchant agrees that any third-party agreements for services provided to customers are separate agreements between the customer and the Merchant. The Merchant is not an employee or agent of CMS. TKSP is merely an intermediary between the customer and the Merchant.

14.3 TKSP does not provide any transportation services and is not liable to either party for any act, negligence, failure, lateness, or refusal to provide transportation services by the Merchant.

14.4 TKSP does not and should not warrant the safety, reliability, compatibility, or capability of the Merchant in fulfilling its obligations to deliver products from the Merchant to the customer. Therefore, the Merchant hereby indemnifies and releases CMS from all and all liabilities, claims, causes, and damages.

15. Indemnification

The Merchant shall indemnify and release CMS, its affiliates, and their respective officers, directors, employees, agents, and third-party contractors (“Indemnified Parties”) The indemnifying party shall be free from and hold harmless from any loss, liability, cost, and expense (including full reimbursement of any legal and professional fees) suffered or incurred by the indemnifying party as a result of any claim made or threatened by any third party, relating to any product, merchant using the tksp service or tksp platform, and/or any breach of any provision of this Agreement, except as caused by tksp’s negligence, malice, or willful misconduct. Notwithstanding any other provision herein, the parties agree that neither party shall be liable to the other for any loss of profits, goodwill, business opportunities and anticipated savings, or any indirect or consequential loss or damage suffered or arising out of either party.

16. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of Hong Kong. In the event of any dispute, controversy, claim or disagreement of any kind (“Dispute Notice”) between the parties, the parties shall attempt to resolve the dispute within thirty (30) days of receipt by either party. The other party shall notify the party in dispute to resolve the dispute first through mutual discussion between the senior management of both parties. If the dispute cannot be resolved through mutual discussion within thirty (30) days, it shall be submitted to the Asian International Arbitration Centre (“AIAC”) for arbitration and final settlement. The AIAC Arbitration Rules in force at the time shall be deemed to be incorporated into this Agreement by reference. There shall be one (1) arbitrator, jointly appointed by both parties. If the parties cannot agree on an arbitrator, the arbitration shall be appointed by the Director of AIAC in accordance with the AIAC Rules. The language of arbitration shall be English. The place and venue of arbitration shall be Hong Kong. The parties agree that Part III of the Arbitration Law 2005 shall not apply to this Agreement or any arbitration proceedings arising out of or relating to this Agreement. This Agreement and the rights and obligations of both parties shall remain in full force and effect prior to the award of any arbitration proceedings conducted under this Agreement.

17. Notices

17.1 All notices under this Agreement shall be sent by personal delivery, by registered mail sent overnight by courier or by email to the following address: (a) if sent to tksp: Causeway Bay, Hong Kong. Email: 59393415@Gmail.com Note: Group General Counsel (b) if sent to a Merchant, to the address listed in the Merchant Details or by other means or methods determined by tksp. 17.2 All notices under this Agreement shall be deemed to have been duly served: (a) if sent by personal delivery, when left at the address required in this Section 17; (b) if sent by overnight courier, on the second (2) business day after the courier is picked up; (c) if sent by email, on the day of sending, provided that such email is sent before 5:00 p.m. on a business day in Hong Kong; if sent after 5:00 p.m. on a business day or on a non-business day, it shall be deemed to have been served on the next business day. In the event that the Merchant sends a notification via email,

18. No Waiver

A party's failure to perform any provision of this Agreement shall not be construed as a waiver of the right to such provision or to perform the Agreement or any other provision. No waiver shall be construed as a continuing waiver.

19. Severability

If any part of this Agreement is invalid, illegal, or unenforceable, such part shall be severable from the remainder of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by applicable law.

20. Entire Agreement

This Agreement (including all annexes and other documents mentioned herein, including but not limited to the Merchant SOP and the Standard Operating Procedures for providing TKSP services) represents the entire agreement between the parties concerning its subject matter, and the parties shall be bound by it. Everything not set forth in this Agreement shall be specified in the Merchant SOP or any other document published by the CMS on the CMS platform. The Merchant SOP is an integral part of this Agreement, and by agreeing to this Agreement, the Merchant agrees to comply with the Merchant SOP. In the event of any discrepancy between any terms of this Agreement and any terms of the TKSP platform or the Merchant SOPs (Standard Operating Procedures) on the TKSP platform regarding the provision of TKSP services, the Merchant SOPs shall prevail. Last updated: October 11, 2025