Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between Hiveknow Limited, the owner and operator of the Tuku platform (“Tuku”, “we”, “us”, or “our”), and you, the entity or individual accessing or using our Services (“Merchant” or “you”). By registering for, accessing, or using Tuku, you agree to be bound by these Terms. If you do not agree, you must not use our Services.

1. Definitions

In these Terms, the following definitions apply:

• "Services" means the Tuku software platform, including comment-to-DM automation, AI-powered messaging flows, TikTok Shop integration, unified inbox, DM-to-GMV attribution, and any related features, APIs, or tools provided by us.
• "Platform" means the Tuku web application and any associated mobile applications available at https://tuku.co or as otherwise provided.
• "Merchant Account" or "Account" means the account you register to access the Services.
• "Merchant Data" means all data, content, and information you submit to, generate through, or store on the Platform, including your TikTok account credentials, automation configurations, and business information.
• "End User Data" means data relating to your TikTok followers, customers, or other individuals who interact with your TikTok content and whose data is processed through the Services on your behalf.
• "TikTok API" means the application programming interfaces, data, and content provided by TikTok Technology Limited or its affiliates that are accessed through the Services.
• "Subscription" means the recurring fee-based plan you select to access the Services.
• "Intellectual Property" means patents, trademarks, trade secrets, copyrights, know-how, and all other intellectual property rights, whether registered or unregistered.
• "AI Features" means artificial intelligence and machine learning-powered tools within the Platform, including automated message generation, response suggestions, and flow optimisation.
• "Monthly Active Contact" or "MAC" means any unique TikTok customer with whom you exchange at least one message (sent or received) through the Services within a given calendar month. MAC is the unit by which we measure Plan entitlements and limits as set out in section 3.6.

2. Account Registration and Eligibility

2.1 Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use the Services. By registering, you represent that: (a) you are a registered business entity or a self-employed individual conducting lawful commercial activity; (b) your use of the Services complies with all applicable laws in your jurisdiction; and (c) you have the authority to bind your organisation to these Terms.

2.2 Account Creation

To access the Services, you must create a Merchant Account and connect your TikTok account(s). You agree to provide accurate, current, and complete information during registration and to keep it updated. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account.

2.3 TikTok Account Requirements

Use of the Services requires you to hold a valid TikTok account and, where applicable, a TikTok Shop account in good standing. You represent that your TikTok account is not subject to any suspension, restriction, or violation of TikTok’s own terms of service. We reserve the right to suspend or terminate your access if your TikTok account is suspended, banned, or otherwise restricted by TikTok.

2.4 One Account Per Merchant

Each Merchant may register one primary Account unless otherwise agreed in writing. You may not share Account access with third parties or allow others to use your Account credentials.

3. The Services

3.1 Description

Tuku is a TikTok-native messaging automation platform designed for merchants operating in Southeast Asian social commerce markets. The core Services include:

• Comment-to-DM automation: automatically sending direct messages to TikTok users who comment on your content, based on rules you configure;
• AI-powered messaging flows: AI-assisted message drafting, personalised response generation, and conversation flow management;
• TikTok Shop integration (coming soon): linking your TikTok Shop catalogue and order data for contextual messaging — this feature is on our roadmap and will be rolled out progressively;
• Unified inbox: a consolidated view of your TikTok DMs and comments across connected accounts;
• DM-to-GMV attribution: analytics tracking sales revenue attributable to specific DM conversations and automation flows.

3.2 AI Features

Certain features of the Platform use artificial intelligence and machine learning to generate or suggest message content. You acknowledge and agree that:

• AI-generated content is provided as a starting point and may require your review and editing before use;
• We do not guarantee the accuracy, appropriateness, or effectiveness of AI-generated messages;
• You are solely responsible for the content of messages sent to your customers, whether AI-generated or manually drafted;
• AI Features may be trained and improved using aggregated, anonymised usage data, subject to our Privacy Policy.

3.3 Third-Party Integrations

The Services integrate with TikTok’s API and may integrate with other third-party platforms and services. We are not responsible for the availability, content, policies, or practices of third-party platforms. Your use of TikTok through our Services remains subject to TikTok’s own terms of service and community guidelines.

3.4 Service Availability

We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for scheduled maintenance and circumstances beyond our control. We do not guarantee uninterrupted access and shall not be liable for any downtime caused by third-party platform outages (including TikTok API unavailability), force majeure events, or required maintenance.

3.5 Beta Features

We may offer certain features on a beta or early-access basis. Such features are provided “as is” without warranty and may be modified or discontinued at any time without notice.

3.6 Plan Limits and Quotas

Each Subscription tier has associated usage limits that govern your access to and retention of data on the Platform:

Where a limit is expressed as a multiplier of MAC (e.g., 12× MAC), the total available volume is calculated against your current MAC entitlement on the Plan. When your usage approaches a limit we will notify you in-app and by email. We may temporarily restrict access to specific features (such as uploading new media or triggering AI replies) where you exceed the relevant limit until you upgrade your Plan or your usage falls back within the limit.

3.7 Fair Use of AI Features

AI Features on the Pro and Enterprise plans are subject to a fair use policy. Although AI credits are calculated as a multiple of your MAC (see section 3.6), we may temporarily throttle or pause AI processing where:

• usage exceeds reasonable patterns for a Merchant of your MAC tier (for example, automated scripts or abnormally high request rates);
• AI Features are used to generate content in violation of our Acceptable Use policy (section 5); or
• sustained usage materially exceeds the capacity reserved for your tier.

Where we throttle or pause AI processing, we will document the reason and timeframe and work with you in good faith to restore normal access. AI credits do not roll over between billing periods.

3.8 Changes to Plan Limits

We may adjust the limits in section 3.6 from time to time. We will not materially reduce the core entitlements you have purchased (your MAC volume and your conversation history retention period) without at least 30 days’ written notice and a fair remedy (such as a comparable replacement Plan or a prorated refund).

4. Subscriptions and Payment

4.1 Subscription Plans

Access to the Services requires a paid Subscription. We offer multiple subscription tiers with varying feature sets and usage limits, as described on our website or as otherwise communicated to you at the time of purchase. We reserve the right to change our pricing and plan features at any time with reasonable notice.

4.2 Free Trial

We may offer a free trial period for new Merchant Accounts. At the end of the trial period, access to paid features will automatically expire and no charges will be made. To continue using the Services, you must separately purchase a Subscription. Trials do not convert to paid plans automatically — payment only occurs when you actively choose to subscribe.

4.3 Billing and Payment

You authorise us (or our authorised payment processor) to charge your designated payment method on a recurring basis for your Subscription fees. All fees are:

• Billed in advance at the start of each billing cycle (monthly or annual, as selected);
• Non-refundable except as expressly stated in these Terms or required by applicable law;
• Exclusive of any applicable taxes, levies, duties, or similar charges, which are your responsibility.

4.4 Auto-Renewal

Subscriptions automatically renew at the end of each billing period unless cancelled. You may cancel auto-renewal at any time through your Account settings. Cancellation takes effect at the end of the then-current billing period; you will retain access to the Services until that date.

4.5 Failed Payments

If payment fails, we will attempt to re-process your payment and will notify you by email. If payment remains outstanding for more than 7 days after the due date, we may suspend your access to the Services until payment is received. Accounts suspended for non-payment for more than 30 days may be terminated and Merchant Data may be deleted.

4.6 Price Changes

We may change Subscription fees by giving you at least 30 days’ written notice (by email or in-app notification). Your continued use of the Services after the price change takes effect constitutes acceptance of the new fees. If you do not accept the new fees, you must cancel your Subscription before the change takes effect.

4.7 Taxes

You are responsible for all applicable taxes (including VAT, GST, sales tax, withholding tax, or any similar levies) arising from your use of the Services. Where we are required by law to collect such taxes, they will be added to your invoice.

5. Acceptable Use

5.1 Permitted Use

You may use the Services solely for your own lawful commercial messaging and automation activities on TikTok, in accordance with these Terms, TikTok’s policies, and all applicable laws.

5.2 Prohibited Activities

You must not use the Services to:

• Send unsolicited commercial messages or spam in violation of applicable anti-spam laws;
• Harass, threaten, intimidate, or defraud any person;
• Engage in misleading, deceptive, or fraudulent practices, including impersonating any person or entity;
• Violate TikTok’s Community Guidelines, Terms of Service, or Advertising Policies;
• Collect or process End User Data without appropriate legal basis or in violation of applicable data protection laws;
• Scrape, crawl, or otherwise harvest data from TikTok or our Platform in violation of TikTok’s or our terms;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;
• Use the Services to transmit malware, viruses, or other malicious code;
• Attempt to circumvent any security or rate-limiting mechanisms of the Platform or TikTok API;
• Resell, sublicense, or otherwise commercialise access to the Services without our prior written consent;
• Promote, sell, or distribute illegal goods or services;
• Use the Services in any manner that could damage, disable, or impair the Platform or our infrastructure.

5.3 TikTok API Compliance

Your use of any data obtained through the TikTok API via our Services must comply with TikTok’s Developer Terms of Service and Platform Policy, including restrictions on data storage, sharing, and permitted use cases. We may be required by TikTok to audit your compliance with these requirements and you agree to cooperate with any such audit.

5.4 Messaging Compliance

You are responsible for ensuring that your automated and manual messages comply with all applicable laws regarding commercial communications, including but not limited to Thailand’s Computer Crime Act, the Personal Data Protection Act B.E. 2562 (PDPA), and any equivalent legislation in other jurisdictions where your customers are located. You must not send messages to individuals who have opted out of commercial communications.

6. Intellectual Property

6.1 Our Intellectual Property

All rights, title, and interest in and to the Services, Platform, and all underlying technology, software, algorithms, AI models, designs, trademarks, and documentation are owned exclusively by Hiveknow Limited or its licensors. Nothing in these Terms grants you any right to use our Intellectual Property except as expressly provided herein.

6.2 Licence to You

Subject to your compliance with these Terms and timely payment of Subscription fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services during your Subscription term solely for your internal business purposes.

6.3 Merchant Data and Content

You retain all ownership rights in your Merchant Data and any content you create using the Services. By using the Services, you grant us a non-exclusive, worldwide, royalty-free licence to process, store, transmit, and display your Merchant Data solely to the extent necessary to provide and improve the Services.

6.4 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services (“Feedback”), you grant us a perpetual, irrevocable, royalty-free licence to use such Feedback for any purpose, including improving the Services, without any obligation to you.

6.5 Aggregated Data

We may use aggregated and anonymised data derived from your use of the Services (which does not identify you or any End User) for product development, benchmarking, and statistical analysis purposes.

7. Data Protection and Privacy

7.1 Privacy Policy

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes how we collect, use, and protect personal data relating to you and your End Users.

7.2 Data Processing Roles

For the purposes of applicable data protection law: (a) where we process personal data about you (including your employees and authorised users), we act as a data controller; (b) where we process End User Data on your behalf and on your instructions, we act as a data processor and you act as the data controller. You are responsible for ensuring you have a lawful basis for processing End User Data through our Services.

7.3 Merchant Obligations

As the data controller for End User Data, you must:

• Obtain any required consents or otherwise establish a lawful basis for processing End User Data through our Services;
• Provide End Users with appropriate privacy notices describing the processing of their data;
• Not use the Services to process special categories of personal data (such as health, biometric, or financial data) unless you have obtained explicit consent and notified us;
• Comply with all applicable data protection laws, including Thailand’s PDPA and any equivalent laws in the jurisdictions in which your customers are located;
• Promptly notify us if you become aware of any security breach affecting End User Data processed through our Platform.

7.4 Data Processing Agreement

Where required by applicable data protection law, we will enter into a Data Processing Agreement (DPA) with you upon request. Please contact us at legal@tuku.co to obtain our standard DPA.

8. Confidentiality

Each party agrees to keep confidential all non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Each party agrees to: (a) use Confidential Information only for the purposes contemplated by these Terms; (b) protect Confidential Information with at least the same level of care used to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties without the disclosing party’s prior written consent, except to employees, contractors, or professional advisers with a need to know who are bound by equivalent obligations. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party was already in possession of prior to disclosure.

9. Disclaimers and Warranties

In particular, we do not warrant that:

• The Services will be uninterrupted, error-free, or secure;
• Any results obtained through the Services, including sales attribution, automated messages, or AI-generated content, will be accurate or meet your expectations;
• The TikTok API or TikTok Shop will remain available or that our integration will remain unaffected by TikTok’s policy or technical changes;
• The Services will comply with TikTok’s terms of service as they may be amended from time to time (we will use reasonable efforts to maintain compliance).

10. Limitation of Liability

10.1 Exclusion of Consequential Losses

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, revenue, business, data, goodwill, or opportunity, even if advised of the possibility of such damages.

10.2 Cap on Liability

Our total aggregate liability to you arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lesser of: (a) the total fees paid by you to us in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) US$500.

10.3 TikTok-Related Losses

We shall have no liability for any losses arising from: (a) TikTok suspending or terminating your TikTok account; (b) TikTok restricting or revoking API access that affects the Services; (c) changes to TikTok’s policies, algorithms, or platform features; or (d) your failure to comply with TikTok’s terms of service.

10.4 Essential Basis

The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. We would not be able to provide the Services at the pricing offered without these limitations.

11. Indemnification

You agree to indemnify, defend, and hold harmless Hiveknow Limited and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgements, penalties, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services; (b) your Merchant Data or End User Data; (c) your breach of these Terms; (d) your violation of any applicable law or regulation; (e) your violation of any third-party rights, including TikTok’s terms of service; or (f) the content of automated or manual messages sent through the Platform by or on your behalf.

12. Term and Termination

12.1 Term

These Terms commence on the date you register for the Services and continue until your Subscription is cancelled or terminated in accordance with these Terms.

12.2 Termination by You

You may terminate your Subscription at any time through your Account settings. Termination takes effect at the end of the then-current billing period. We do not provide refunds for unused portions of a prepaid Subscription period.

12.3 Termination by Us

We may suspend or terminate your Account and access to the Services immediately, without prior notice or liability, if:

• You materially breach these Terms and fail to remedy such breach within 14 days of written notice;
• You breach any TikTok API policy or your TikTok account is suspended or terminated by TikTok;
• We reasonably suspect fraudulent, abusive, or illegal activity in connection with your Account;
• We are required to do so by law or regulatory authority;
• You fail to pay any amounts due and such failure continues for more than 30 days.

12.4 Effect of Termination

Upon termination: (a) all licences granted to you immediately cease; (b) you must stop using the Services; (c) we will retain your Merchant Data for 30 days following termination, after which it may be permanently deleted. You are responsible for exporting any data you wish to retain before termination. Termination does not affect any rights or obligations that have accrued prior to termination. Sections 1, 6, 8, 9, 10, 11, 13, and 14 survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, without regard to its conflict of law principles.

13.2 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt to resolve any dispute informally by contacting us at legal@tuku.co. We will use good faith efforts to resolve the issue within 30 days.

13.3 Arbitration

If a dispute cannot be resolved informally, it shall be finally settled by binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) in accordance with its administered arbitration rules in force at the time. The arbitration shall be conducted in English. The seat of arbitration shall be Hong Kong. The arbitral award shall be final and binding and may be enforced in any court of competent jurisdiction. Nothing in this clause prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm.

13.4 Class Action Waiver

To the fullest extent permitted by applicable law, you waive any right to participate in a class action lawsuit or class-wide arbitration against us.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any Order Form or Subscription confirmation, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, and negotiations.

14.2 Amendments

We may amend these Terms from time to time. We will notify you of material changes by email or through an in-app notification at least 14 days before the changes take effect. Your continued use of the Services after the effective date of any amendment constitutes your acceptance of the updated Terms.

14.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.

14.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.5 Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

14.6 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, government actions, or internet or telecommunications failures (including TikTok platform outages).

14.7 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

14.8 Notices

Notices to you will be sent to the email address associated with your Account. Notices to us must be sent by email to legal@tuku.co with a copy by post to our registered office. Notices are deemed received one business day after sending (email) or five business days after posting (post).

14.9 Language

These Terms are written in the English language. In the event of any conflict between an English version and any translated version, the English version shall prevail.

Questions? Contact us at legal@tuku.co

Hiveknow Limited • https://tuku.co