September 1, 2025
The Agreement is comprised of the following documents, and to the extent of any inconsistency between them, shall be prioritised in the following order:
(a) The Service Order Form, including any accompanying documents or schedules;
(b) The Yuko Data Processing Agreement, available at https://yuko.so/terms/data-processing-agreement/;
(c) This Enterprise Service Agreement;
(d) The Yuko Privacy Policy, available at https://yuko.so/terms/privacy/;
(e) The Supplementary Terms for Integrations, available at https://yuko.so/terms/supplementary-terms-for-integrations/;
(f) The Supplementary Terms for Loyalty, available at https://yuko.so/terms/supplementary-terms-for-loyalty/;
(g) Any other terms expressly incorporated by reference.
In this Agreement, unless the context otherwise requires:
"Confidential Information" means information that is by its nature confidential or is designated as confidential by the disclosing party, but does not include information: (a) already known to the receiving party at the time of disclosure; (b) in the public domain other than as a result of breach of confidentiality obligations; (c) independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) rightfully obtained from a third party without restriction.
"Content" means any creative expression, including without limitation video, audio, photographs, images, illustrations, animations, logos, written posts, reviews, replies, comments, information, data, text, software, scripts, graphics, and interactive features, generated, provided, or made accessible through the Software.
"Customer" or "End User" means a third-party individual who interacts with the Service as a customer of the Merchant, including by submitting reviews, participating in loyalty programs, making referrals, or enrolling in membership programs.
"Fees Accruable" means all Service Fees, Setup Fees, and any other amounts payable under this Agreement, including the value of any free service periods, discounts, or incentives.
"Initial Term" means the initial period specified in the Service Order Form.
"Insolvency Event" means: (a) a party becomes insolvent or unable to pay its debts as they fall due; (b) a party enters into liquidation, administration, receivership, or similar proceedings; (c) a party makes an assignment for the benefit of creditors; or (d) substantially similar events under any applicable jurisdiction.
"Intellectual Property Rights" means all present and future rights conferred by statute, common law, or equity in or in relation to any copyright, trademarks, designs, patents, trade secrets, know-how, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific, literary, or artistic fields.
"Merchant" means the entity described in the Service Order Form.
"Merchant Data" means data owned or supplied by the Merchant, or generated, compiled, arranged, or developed on the System at the request of the Merchant pursuant to this Agreement, including Customer data.
"Merchant Website" means any website owned, operated, and/or controlled by the Merchant as specified in the Service Order Form.
"Moral Rights" means rights of attribution, rights against false attribution, and rights of integrity of authorship, as conferred by statute anywhere in the world.
"New Release" means software provided primarily to implement extensions, alterations, improvements, or additional functionality to the Software.
"Payment Method" means the method for payment specified in the Service Order Form.
"Payment Schedule" means the timing schedule for payment specified in the Service Order Form.
"Personal Data" has the meaning given in the Data Processing Agreement.
"Platform" means Shopify, WooCommerce, or other e-commerce platform as specified in the Service Order Form.
"Privacy Policy" means Yuko’s Privacy Policy, available at https://yuko.so/terms/privacy/.
"Renewal Term" means each successive renewal period following the Initial Term, as specified in the Service Order Form or, if not specified, a period equal to the Initial Term.
"Service Fee" means the recurring fee specified in the Service Order Form.
"Service Levels" has the meaning given in Appendix 1.
"Setup Fee" means the one-time setup fee specified in the Service Order Form (if any).
"Software" means the Yuko software products specified in the Service Order Form, including the Reviews, Loyalty, Referral, and Membership features.
"Special Terms" means any additional terms specified in the Service Order Form.
"Start Date" means the date specified in the Service Order Form.
"System" means the information technology systems of Yuko which contain or provide access to the Software.
"Term" means the Initial Term and any Renewal Terms until this Agreement is terminated.
"Update" means software produced primarily to overcome defects or security vulnerabilities in the Software.
"Yuko" means SV Tech Cloud Pte Ltd, a company incorporated in Singapore.
(a) Words importing the singular include the plural and vice versa.
(b) Words importing one gender include all other genders.
(c) Headings are for ease of reference only and do not affect interpretation.
(d) A reference to a statute includes all regulations under and amendments to that statute.
(e) "Including" and similar expressions are not words of limitation.
2.1 Grant of Access: Commencing on the Start Date, Yuko grants to the Merchant a non-exclusive, non-transferable, revocable right to access and use the System and Software for the duration of this Agreement, solely for the Merchant’s internal business purposes in connection with the Merchant Website.
2.2 Access Method: Yuko will provide the Merchant with access to the Software on a real-time basis through application programming interfaces (APIs), web interfaces, and integrations with the Platform.
2.3 Duration: Subject to the terms of this Agreement, access to the Software and System will continue for the Term.
2.4 Authorised Users: The Merchant may permit its employees, agents, and contractors ("Authorised Users") to access and use the Software on the Merchant’s behalf, provided that the Merchant remains responsible for all actions of Authorised Users.
2.5 Affiliates: If specified in the Service Order Form, the Merchant’s affiliates may use the Software, subject to the terms of this Agreement and any additional fees.
3.1 Authority: Yuko warrants that it has the authority to grant access to the System and Software as contemplated by this Agreement.
3.2 Non-Exclusive: The access granted is non-exclusive, and Yuko may provide the Software to other customers.
3.3 Territory: The access granted is worldwide, unless otherwise specified in the Service Order Form.
4.1 Performance Guarantee: Yuko will use commercially reasonable efforts to provide the Software in accordance with the Service Levels set out in Appendix 1.
4.2 Support: Yuko will provide support, documentation, and training to the Merchant as set out in the Service Order Form or, if not specified, in accordance with Yuko’s standard enterprise support practices.
4.3 Maintenance: Yuko may perform scheduled maintenance on the System, which may result in temporary unavailability. Yuko will provide reasonable advance notice of scheduled maintenance where practicable.
The Merchant must pay to Yuko:
(a) The Service Fee;
(b) The Setup Fee (if any);
(c) Any additional fees specified in the Service Order Form;
via the Payment Method in accordance with the Payment Schedule.
All Fees are exclusive of applicable taxes, duties, levies, and surcharges, including Goods and Services Tax (GST), Value Added Tax (VAT), and sales tax. The Merchant is responsible for all such taxes, except for taxes based on Yuko's net income.
Unless otherwise specified in the Service Order Form, Yuko will issue invoices in accordance with the Payment Schedule, and payment is due within fourteen (14) days of invoice date.
(a) If payment is not received within seven (7) days of the due date, Yuko may restrict functionality of the Software pending receipt of payment.
(b) If payment is not received within thirty (30) days of the due date, Yuko may suspend access to the Software pending receipt of payment.
(c) If payment is not received within ninety (90) days of the due date, this will constitute a material breach, and all Fees Accruable for the full relevant Initial Term or Renewal Term will become immediately due and payable.
(d) Interest will accrue on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until payment is received.
Where the Payment Method specifies payment by credit card or direct debit, the Merchant authorises Yuko to charge the designated payment method for all Fees payable.
If the Merchant disputes any amount in an invoice, the Merchant will: (a) pay the undisputed portion by the due date; (b) notify Yuko of the dispute in writing with reasonable detail; and (c) work in good faith to resolve the dispute. If resolution determines additional amounts are payable, the Merchant will pay such amounts plus interest.
Yuko may increase Service Fees upon renewal of the Agreement by providing at least sixty (60) days' written notice prior to the start of the Renewal Term. If the Merchant does not agree to the increased fees, the Merchant may terminate this Agreement by providing notice prior to the start of the Renewal Term.
Yuko retains ownership of the Software, System, and all related Intellectual Property Rights, whether in original form or as modified, enhanced, or updated. Nothing in this Agreement transfers any ownership of Intellectual Property Rights to the Merchant.
Nothing in this Agreement affects the ownership of Moral Rights in the Software.
The Merchant is solely responsible for Content and Personal Data uploaded or submitted to the Software and the consequences of publishing such Content. The Merchant represents and warrants that it has all necessary rights, licenses, consents, and permissions to provide such Content.
During the Term, the Merchant grants to Yuko a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process any Content and Merchant Data uploaded or submitted to the Software solely for the purpose of providing the Software and related services. This license is revocable upon termination of this Agreement or in accordance with the Merchant's instructions.
For Content uploaded by Customers (including reviews, photos, and videos), Yuko grants the Merchant a non-exclusive, transferable, sublicensable, royalty-free, perpetual, worldwide license to use such Content in connection with the Merchant's business.
The Merchant warrants that Content submitted to the Software will not contain third-party copyrighted material or material subject to other proprietary rights, unless the Merchant has the legal right to use such material and grant the licenses required under this Agreement.
Yuko acknowledges that Merchant Data remains the property of the Merchant. Yuko will ensure Merchant Data is identifiable as the Merchant's property and will remain free of any lien, charge, or encumbrance.
Yuko warrants that the Merchant's use of the Software in accordance with this Agreement does not and will not infringe the Intellectual Property Rights of any third party.
The Merchant must not, and must ensure that Authorised Users do not:
(a) Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except as permitted by applicable law;
(b) Modify, adapt, translate, or create derivative works based on the Software;
(c) Sublicense, rent, lease, loan, sell, or distribute the Software to any third party;
(d) Remove, alter, or obscure any proprietary notices on the Software;
(e) Use the Software in violation of any applicable laws or regulations;
(f) Use the Software to transmit any malware, viruses, or harmful code;
(g) Interfere with or disrupt the integrity or performance of the System;
(h) Attempt to gain unauthorised access to the System or related systems;
(i) Use the Software for any purpose other than as expressly permitted by this Agreement.
The Merchant will take all reasonable steps to protect the System from unauthorised access, use, or damage, including by maintaining the security of access credentials, API keys, and tokens.
Yuko will take all reasonable steps to protect Merchant Data and Personal Data in its possession against misuse, loss, unauthorised access, modification, or disclosure, and will manage such data in accordance with the Privacy Policy and Data Processing Agreement.
If the Merchant is subject to applicable data protection laws, the parties agree to the terms of the Data Processing Agreement, which is incorporated into this Agreement by reference.
9.1 The Merchant acknowledges that operation of the Software requires:
(a) The Merchant to have an active account with a supported Platform (Shopify, WooCommerce, etc.);
(b) The Merchant to provide API access or integration credentials to enable connectivity with the Platform;
(c) A compatible web browser and internet connection;
(d) Any other technical requirements specified in the Specifications.
9.2 The Merchant is responsible for obtaining and maintaining all hardware, software, and connectivity required to access and use the Software.
10.1 The Merchant bears all risk of failure of, or issues with, services provided by external or third-party service providers, including Platforms, payment processors, email service providers, and hosting providers.
10.2 The Merchant is solely responsible for any costs, expenses, or liabilities arising from third-party services.
10.3 Yuko is not responsible for any changes to third-party services that may affect the functionality of the Software.
Yuko will indemnify, defend, and hold harmless the Merchant and its affiliates, directors, officers, employees, and agents ("Merchant Indemnified Parties") against any third-party claim alleging that:
(a) The Software infringes the Intellectual Property Rights of that third party; or
(b) Yuko has breached its obligations under the Data Processing Agreement.
Yuko shall not be liable under Section 11.1 if:
(a) The Merchant does not notify Yuko promptly after becoming aware of the claim;
(b) The Merchant does not give Yuko reasonable assistance in defending the claim;
(c) The Merchant does not permit Yuko to have sole control of the defence and settlement;
(d) The claim arises from the Merchant's breach of this Agreement;
(e) The claim arises from use of the Software in combination with materials not supplied or approved by Yuko;
(f) The claim arises from modifications to the Software not made by Yuko.
The Merchant will indemnify, defend, and hold harmless Yuko and its affiliates, directors, officers, employees, and agents against any third-party claim arising from:
(a) The Merchant's breach of the warranties in Section 6.3 and 6.6;
(b) The Merchant's use of the Software in violation of this Agreement;
(c) The Merchant's violation of applicable laws;
(d) Content submitted by the Merchant or its Customers;
(e) The Merchant's Loyalty Program, Referral Program, or Membership Program;
(f) Any dispute between the Merchant and its Customers.
EXCEPT IN RELATION TO:
(a) LIABILITY FOR PERSONAL INJURY (INCLUDING SICKNESS AND DEATH) OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE;
(b) BREACH OF CONFIDENTIALITY OBLIGATIONS;
(c) INDEMNIFICATION OBLIGATIONS;
(d) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;
(e) FRAUD OR FRAUDULENT MISREPRESENTATION;
THE LIABILITY OF EITHER PARTY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SERVICE FEES PAID OR PAYABLE BY THE MERCHANT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, IF THE AGREEMENT HAS BEEN IN EFFECT FOR LESS THAN TWELVE MONTHS, THE AVERAGE MONTHLY FEES MULTIPLIED BY TWELVE).
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR OPPORTUNITY LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.1 The Software is intended for business purposes and should not be relied upon to protect or maintain the safety or health of any individual or property.
12.2 Yuko represents and warrants that:
(a) The Software will conform to the Specifications and publicly available documentation;
(b) The Software does not contain any viruses, malware, or malicious code as of delivery;
(c) Support services will be performed in a professional and workmanlike manner.
12.3 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YUKO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
12.4 Yuko does not warrant that the Software will be uninterrupted, error-free, or completely secure.
This Agreement commences on the Start Date and continues for the Initial Term. Unless terminated earlier, this Agreement will automatically renew for successive Renewal Terms.
Either party may terminate this Agreement at the end of the Initial Term or any Renewal Term by providing at least sixty (60) days' written notice prior to the end of the then-current term.
Either party may terminate this Agreement immediately upon written notice if the other party:
(a) Commits a material breach and fails to cure such breach within thirty (30) days of receiving written notice; or
(b) Suffers an Insolvency Event.
Yuko may terminate this Agreement immediately upon notice if:
(a) The Merchant uses the Software for any unlawful purpose or in violation of applicable laws;
(b) The Merchant's use of the Software may cause harm to Yuko, its customers, or third parties;
(c) The Merchant fails to pay any undisputed Fees within ninety (90) days of the due date.
Upon termination or expiration of this Agreement:
(a) The Merchant's right to access and use the Software ceases immediately;
(b) The Merchant must remove all Yuko widgets, code, and integrations from the Merchant Website;
(c) The Merchant must pay all Fees incurred up to the effective date of termination;
(d) Each party must return or destroy the other party's Confidential Information upon request;
(e) Yuko will provide reasonable assistance to export Merchant Data, subject to payment of any outstanding Fees, at Yuko's then-current rates.
The following provisions survive termination: Sections 1 (Definitions), 6 (Intellectual Property), 8 (Data Security and Privacy), 11 (Indemnification and Liability), 12 (Disclaimers), 13.5 (Effect of Termination), 15 (Confidentiality), 17 (Dispute Resolution), and 20 (General).
To the maximum extent permitted by law, any condition or warranty which would otherwise be implied in this Agreement is hereby excluded.
15.1 Each party will not, without the prior written approval of the other party, disclose the other party's Confidential Information to any third party.
15.2 A party may disclose Confidential Information if legally compelled to do so, provided the receiving party gives reasonable notice and opportunity to seek protective remedies where permitted by law.
15.3 Each party will take reasonable steps to ensure that its employees, agents, and contractors do not disclose Confidential Information and comply with confidentiality obligations.
15.4 Either party may disclose the terms of this Agreement (excluding technical Confidential Information) to its affiliates, legal advisors, auditors, and accountants under obligations of confidentiality.
15.5 This Section 15 survives termination or expiration of this Agreement.
16.1 The Merchant will, and will ensure that Authorised Users and any third parties granted access:
(a) Use the Software only for legitimate business purposes;
(b) Not use the Software for any obscene, indecent, offensive, defamatory, or unlawful activity;
(c) Not tamper with, hinder, or make unauthorised modifications to the System;
(d) Not introduce any virus, malware, or harmful code to or from the System;
(e) Not use the Software in violation of anti-spam, data protection, or electronic communications laws;
(f) Keep all passwords, API keys, and access credentials secure and confidential;
(g) Not upload any material that infringes Intellectual Property Rights or violates any law;
(h) Comply with all reasonable policies notified by Yuko from time to time.
17.1 Negotiation: If a dispute arises ("Dispute"), the party raising the Dispute must notify the other party in writing ("Dispute Notice"). Representatives from each party will first meet to attempt resolution through negotiation within fourteen (14) days.
17.2 Escalation: If not resolved within fourteen (14) days, senior executives from each party will meet to attempt resolution within a further thirty (30) days.
17.3 Mediation: If not resolved within sixty (60) days of the Dispute Notice, the parties may agree to refer the Dispute to mediation.
17.4 Arbitration: If not resolved through mediation, the Dispute shall be:
(a) Submitted to arbitration administered by the Singapore International Arbitration Centre (SIAC);
(b) Conducted in accordance with the SIAC Rules;
(c) Decided by one (1) arbitrator;
(d) Conducted in the English language in Singapore.
17.5 Binding Award: An award made under this Section is final and binding and may be entered in any court of competent jurisdiction.
17.6 Injunctive Relief: Nothing in this Section prevents a party from seeking injunctive or other urgent interlocutory relief from a court of competent jurisdiction.
18.1 Definitions: "Sales Tax" means any GST, VAT, sales tax, or similar tax on the supply of goods or services. "Taxable Supply" means a supply on which Sales Tax is levied. "Tax Invoice" means an invoice in the form required by law.
18.2 Exclusive of Tax: Unless otherwise stated, fees under this Agreement are exclusive of Sales Tax.
18.3 Payment of Tax: If a supply is a Taxable Supply, the Merchant must pay an additional amount equal to the Sales Tax, and Yuko must provide a Tax Invoice.
18.4 Warranty: Yuko warrants that it will remit Sales Tax stated on Tax Invoices to the relevant tax authority.
19.1 All use of the Software by Customers is subject to Yuko's End User Terms, and the Merchant may not impose conflicting terms on Customers regarding their use of the Software.
19.2 The Merchant agrees to notify Yuko of any known or suspected breach of End User Terms and to provide reasonable assistance in enforcement.
20.1 Entire Agreement: This Agreement supersedes all prior agreements and constitutes the entire agreement between the parties regarding its subject matter. No modification is binding unless in writing signed by both parties.
20.2 Notices: Notices must be in writing and sent to the address in the Service Order Form or as designated by notice. Notices are deemed received: (a) on delivery if delivered by hand; (b) 48 hours after posting if by prepaid post; (c) on transmission if by email (unless the sender receives an error notification).
20.3 Assignment: The Merchant may not assign this Agreement without Yuko’s prior written consent. Yuko may assign this Agreement to an affiliate or successor without consent.
20.4 Governing Law: This Agreement is governed by the laws of the Republic of Singapore.
20.5 Waiver: Failure to enforce any provision is not a waiver of that provision.
20.6 Variation: Variations are only effective if in writing and signed by both parties.
20.7 Independent Contractors: The parties are independent contractors. Nothing creates any agency, partnership, joint venture, or employment relationship.
20.8 Severability: If any provision is invalid or unenforceable, it shall be severed without affecting the remaining provisions.
20.9 Electronic Signatures: This Agreement may be executed electronically and in counterparts.
20.10 Force Majeure: Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including acts of God, war, terrorism, government actions, natural disasters, epidemics, or infrastructure failures.
1.1 "Downtime" means the Software is unavailable to the Merchant, excluding Permitted Downtime and Third-Party Downtime.
1.2 "Monthly Uptime Percentage" means: (Total minutes in month – Downtime minutes) / Total minutes in month × 100.
1.3 "Permitted Downtime" means scheduled maintenance announced at least seventy-two (72) hours in advance, not to exceed four (4) hours per month unless otherwise communicated.
1.4 "Third-Party Downtime" means any disruption arising from the action or inaction of third parties, including Platform providers, hosting providers, or internet service providers.
1.5 "Service Credit" means:
| Monthly Uptime Percentage | Service Credit |
|---|---|
| < 99.9% and ≥ 99.0% | 1 day of service |
| < 99.0% and ≥ 95.0% | 10 days of service |
| < 95.0% | 30 days of service |
2.1 Request Requirement: To receive a Service Credit, the Merchant must notify Yuko in writing within thirty (30) days of becoming eligible. Failure to comply forfeits the right to the Service Credit.
2.2 Documentation: The Merchant must submit supporting documentation, including:
(a) A detailed description of the occurrence;
(b) The time and duration of Downtime;
(c) The number and location of affected users (if applicable);
(d) Any error messages or screenshots.
2.3 Maximum Credits: The maximum aggregate Service Credits in any calendar year shall not exceed ninety (90) days of service.
This Service Level Agreement does not apply to:
(a) Services that expressly exclude this SLA;
(b) Performance issues caused by force majeure events;
(c) Third-Party Downtime, including Platform availability;
(d) Issues caused by the Merchant's equipment, network, or actions;
(e) Issues caused by the Merchant's breach of this Agreement;
(f) Beta, trial, or free services.
[To be completed separately for each enterprise customer]
| Field | Value |
|---|---|
| Merchant Name | [MERCHANT NAME] |
| Merchant Address | [ADDRESS] |
| Merchant Contact | [NAME, EMAIL, PHONE] |
| Start Date | [DATE] |
| Initial Term | [12/24/36 months] |
| Renewal Term | [12 months unless otherwise specified] |
| Service Fee | [AMOUNT] per [month/year] |
| Setup Fee | [AMOUNT or N/A] |
| Payment Method | [Credit Card / Invoice / Direct Debit] |
| Payment Schedule | [Monthly / Quarterly / Annual] |
| Platform | [Shopify / WooCommerce / Other] |
| Merchant Website | [URL] |
| Software Features | [Reviews / Loyalty / Referral / Membership] |
| Support Level | [Standard / Premium / Enterprise] |
| Special Terms | [Any additional terms] |
SV Tech Cloud Pte Ltd
Email: [email protected]
Address: 160 Robinson Road, Singapore
Website: https://yuko.so
Last Updated: September 1, 2025
