1. Relationship and order of terms
NineLogix is the disclosed seller / Merchant of Record for accepted consumer transactions; the merchant supplies or licenses the product and supports fulfilment. These terms supplement the Terms of Service and Compliance Policy. Mandatory law prevails, followed by an expressly agreed specific written variation, these merchant terms for merchant risk matters, and the general Terms. Existing accepted fees, settlement cycles and thresholds remain unchanged unless separately agreed. An application, technical integration, review approval or published Checkout is not approval of every product or a waiver of continuing obligations.
2. Products, rights and truthful disclosure
You warrant that products, content, services, advertising, distribution and charges are lawful in the approved markets, and that you hold and can evidence all necessary ownership, licences, distribution permissions and third-party consents. No pirated or cracked software, licence circumvention, unauthorized content, malware, fraud, deceptive charging, sanctions evasion or transaction laundering is permitted. Calling a charge a membership, access fee, hosting fee or donation does not remove responsibility for the underlying content or benefits. Disclose the actual paid catalogue, sources, delivery method, relevant restrictions and material changes before processing affected new sales. Restricted categories require express written approval; legal activity is not necessarily supported by payment partners.
3. Billing, delivery and records
Charge only for approved, accurately described products, amounts and billing models. Disclose duration, renewal, cancellation and refunds; retain affirmative recurring-payment authorization where applicable. Deliver as promised, provide effective support and preserve verifiable order, entitlement, delivery, licence, authorization and complaint records for applicable contractual and legal retention periods. Payment success, an HTTP acknowledgment or lack of complaints does not alone prove lawful content, fulfilment or non-refundable entitlement.
4. Investigation and cooperation
Promptly report infringement claims, regulatory or payment-provider inquiries, fraud, security incidents and material dispute increases. On a reasoned request provide relevant rights-chain, purchase authorization, delivery, customer communication and remediation evidence through the designated secure channel. The notice will specify the issues, requested evidence and a reasonable response period, normally at least seven business days; an external deadline or urgent risk may require less. You may explain missing evidence, request a reasonable extension or challenge inaccurate findings. Do not fabricate records or send full card details, passwords or unnecessary identity data.
5. Protective measures and service suspension
Where there are reasonable grounds to suspect breach, illegality, infringement, misleading charges, excessive disputes, non-cooperation or material security / insolvency risk, or a lawful authority, bank or payment partner requires action, NineLogix may investigate, restrict new sales, disable affected payment access, remove products, suspend or terminate service, and temporarily withhold settlement or establish a risk reserve. Action may precede notice when needed to prevent harm or comply with law. We will provide the reason, scope, required next steps and review arrangements as soon as reasonably possible unless disclosure is legally restricted. A protective hold is not a final finding of fault or forfeiture.
6. Withholding, reserves and review
A hold or reserve must reasonably relate to identified exposure, including refunds, disputes, reversals, lawful penalties, investigation costs and payment-partner restrictions. It may cover part or, where justified, all amounts payable to you, including your affected Stores; an account-wide upstream restriction may also delay access to otherwise undisputed funds. We will distinguish those availability constraints from liability attributed to you, document the amount or calculation basis and review date, and reassess at least every 30 days while a hold continues, subject to binding external restrictions. We will reduce excessive reserves and release undisputed, available amounts when no longer reasonably needed. We do not confiscate funds merely because a document is missing, nor allocate another merchant's unrelated losses to you.
7. Evidence review and release of funds
Release requires reasonable verification of the relevant product, rights, authorization and fulfilment evidence; resolution or adequate coverage of outstanding claims; satisfaction of applicable legal and payment-partner restrictions; reconciliation of the net payable amount; and actual receipt of available funds by NineLogix with verified payout details. Evidence showing no breach attributable to you will be considered promptly, but does not itself lift a regulator's or provider's restriction. Lack of proof is not automatic proof of misconduct. A rejection or termination does not cancel your right to a verified remaining net payable balance. We will explain unresolved conditions and the next review date, rather than promise release on an unsupported fixed date.
8. Reimbursement, indemnity and shared-channel losses
To the extent legally enforceable, you must reimburse and indemnify NineLogix for documented, reasonably incurred losses caused by your breach, unlawful or infringing product, misleading charge, fraud or failure to fulfil or cooperate: refunds, chargebacks, reversals, legally recoverable assessed fines and fees, and reasonable investigation, defence, collection and remediation costs. This includes reasonably foreseeable, proven loss from suspension or freezing of a shared payment channel caused by your conduct, including sums NineLogix is legally liable to pay other affected merchants. No automatic liability arises for all other merchants' balances, a freeze's face value, speculative profits or unrelated losses. Independent third-party claims require a lawful basis; these terms do not assign those claims to NineLogix. Causation, mitigation, contributory fault and any mandatory limits apply; NineLogix may not recover its own fraud, wilful misconduct or non-excludable liability from you.
9. Deductions, objections and recovery
NineLogix may set off amounts actually due under applicable accepted terms or law against amounts payable to the same merchant, with an itemized statement and supporting basis, subject to applicable law. Estimates of unresolved exposure remain reserves, not final deductions or penalties. You may dispute an amount through contact@ninelogix.com and submit evidence; genuinely disputed items will be reviewed without treating silence as conclusive acceptance. No double recovery is permitted. Any shortfall may be pursued through lawful contractual or judicial remedies; this is not authorization to debit an undisclosed bank account.
10. Termination and surviving duties
After suspension or termination, stop affected new charges, cooperate on existing customer delivery, cancellation, refunds and disputes, and retain relevant evidence. Reconciliation, lawful reserves, repayment and claims duties survive only as necessary to resolve the associated obligations. Final settlement uses the applicable accepted commercial arrangement and verified available net balance; minimum thresholds must not be used to retain a closing balance indefinitely. NineLogix remains responsible for its mandatory duties to consumers and payment partners.
11. Electronic records and privacy
An authorized representative must actively accept these terms. We retain the organization and account identifiers, server timestamp, language, action, document versions, content digests and archived text needed to evidence the notice and acceptance. A displayed notice, opened link or administrative approval is recorded separately and is not a signature. Necessary evidence may be shared with regulated payment providers, banks, authorities and professional advisers for compliance, disputes and lawful claims, subject to the Privacy Notice, data minimization and applicable safeguards. Request access, correction or review at contact@ninelogix.com; statutory retention and legal holds may limit deletion.
12. Changes and applicable law
Material new obligations will be shown with their real publication date and requested for affirmative acceptance prospectively. Historical consent and effective dates will not be rewritten. Declining an update does not itself forfeit existing funds; NineLogix may decline future business subject to existing agreements and law. Hong Kong law and non-exclusive Hong Kong court jurisdiction apply, subject to mandatory law. English is the reference text for this merchant supplement if translations conflict, without overriding mandatory protections or a specific written language agreement. Contact: contact@ninelogix.com.
