Merchant Agreement
Draft — not yet in force. These documents are shared for transparency and are pending legal review. They are not the final, binding terms until published at launch.
DRAFT for legal review — not final, not in force. See 00-README. `` = lawyer to verify.
[PLACEHOLDER]= CIQRA to supply value. This Agreement supplements the Terms of Service; on payment/merchant matters it prevails over the ToS. An Enterprise MSA, if signed, prevails over both.
Between: CIQRA OÜ, registry code 16465907, Veskiposti tn 2, Kesklinna linnaosa, Tallinn, Harju maakond, 10138, Estonia ("CIQRA") and the business that registers a Merchant account ("Merchant", "you"). Effective: on acceptance at onboarding / continued use. Version: 1.0-draft · 2026-07-08
1. Scope and role of the parties
1.1 This Agreement governs your use of CIQRA to operate a Storefront and, where enabled, to accept payments through CIQRA Pay. The Payment Terms (CIQRA Pay) form part of and are incorporated into this Agreement and set out the regulatory characterisation of CIQRA Pay; on payment matters, read this Agreement together with them.
1.2 You are the merchant of record. For every sale on your Storefront, you — not CIQRA — are the seller and merchant of record. You contract directly with the Customer, and you are responsible for the goods/services, pricing, taxes (incl. VAT/OSS), fulfilment, returns, warranties, refunds, and all consumer-, product-, and sector-law obligations. CIQRA provides software and payment facilitation only. ``
1.3 CIQRA Pay is built on Stripe Connect. CIQRA Pay uses Stripe Connect (direct charge): card and other payments from your Customers are charged directly to your Stripe connected account, and CIQRA applies a platform fee (application_fee) representing its commission/spread. CIQRA is a platform enabling payments; it is not a bank, payment institution, money transmitter, or escrow agent, and it does not take custody of your settled funds except as part of the fee/reserve/refund mechanics described here. ``
1.4 Stripe agreements (mandatory; you must accept before transacting). CIQRA Pay requires you to enter into and remain bound by Stripe's agreements — the Stripe Services Agreement (SSA) and the Stripe Connected Account Agreement (SCAA) (which incorporates the SSA), together with Stripe's Prohibited & Restricted Businesses list. You must accept the correct Stripe service agreement through CIQRA's onboarding before your connected account can process any transaction, and keep it accepted and in compliance. Those agreements are between you and Stripe and govern the payment relationship; on any conflict about payment mechanics (charges, settlement, payouts, disputes, reserves, fund recovery), the Stripe agreements prevail over this Agreement. If Stripe suspends, restricts, or terminates your connected account, or you have not accepted or fall out of compliance with the Stripe agreements, CIQRA Pay for you is suspended or terminated accordingly and CIQRA may block your ability to transact. `` [Approach: Stripe SSA/SCAA mandatory-acceptance & precedence flow-down.]
1.5 Relationship with Stripe; no misrepresentation. CIQRA is a Stripe Connect platform, not a bank, payment institution, money transmitter, or acquirer, and does not itself process card payments. You must not misrepresent your (or CIQRA's) relationship with Stripe, present CIQRA's fees as Stripe's or vice versa, or use Stripe's name or marks except as Stripe permits. Stripe (and, where relevant, card schemes and other payment providers) are intended third-party beneficiaries of the provisions of this Agreement that concern them and may enforce those provisions. `` [Approach: Stripe SCAA §4.2 fee-separation + third-party-beneficiary flow-down.]
1.6 Payment network rules prevail. Card-scheme and payment-network rules, and Stripe's rules, apply to your transactions and supersede any conflicting term of this Agreement to the extent required. ``
1.7 Alternative (BYO) gateway. If instead you connect your own payment gateway, that provider's terms govern the payment relationship, CIQRA does not take a payment spread on those transactions, and the CIQRA-Pay-specific clauses (fees, payout, reserve, chargeback handling) apply only to CIQRA Pay.
2. Onboarding, KYC and eligibility
2.1 You must complete onboarding, including identity/business verification and beneficial-ownership (KYC/KYB) information required by CIQRA and Stripe, and keep it accurate and current. As an online platform, CIQRA must also collect and verify trader-traceability information under the DSA before you can sell. ``
2.2 You must be an eligible business (ToS §2) and must not operate a prohibited business (see Acceptable Use Policy). CIQRA and Stripe may screen you against sanctions/watchlists and may refuse, suspend, or terminate onboarding.
2.3 You are responsible for the security of your account and for your users, staff and integrations.
2.4 Sanctions, AML & prohibited jurisdictions. You represent and warrant, on a continuing basis, that you, your business, your beneficial owners and your goods/services are not the target of, and you will not use CIQRA Pay in violation of, applicable EU, US (OFAC), UK or UN sanctions, anti-money-laundering, counter-terrorist-financing or export-control laws, and that you are not established or operating in a prohibited/embargoed jurisdiction. CIQRA and Stripe may screen you and your transactions and may freeze funds, suspend, or terminate where required by such laws, by Stripe, or by a card scheme (including the card networks' MATCH/terminated-merchant listings). `` [Approach: Stripe SSA sanctions/AML + scheme MATCH-list flow-down.]
2.5 Change-of-business notification. You must promptly notify CIQRA (and keep your Stripe account information current) of any material change to your business, including a change of control/ownership or beneficial owners, legal form, business model or product mix, name, bank/settlement account, contact or registered address, a materially adverse financial event (e.g. insolvency, bankruptcy, administration), or any regulatory action, so that CIQRA and Stripe can reassess risk and compliance. [Approach: Stripe SCAA change-notification duty.]
3. Fees — commission / spread
3.1 Plan-tiered commission. CIQRA Pay commission is charged per successful transaction as an application_fee on top of Stripe's own processing fees, and varies by your subscription plan. Indicative rates (EEA domestic cards), subject to change on notice and superseded by the live pricing page / your Order Form:
| Plan | Commission (EEA domestic card) |
|---|---|
| Entry | ≈ 1.4% + €0.05 per transaction |
| Growth | ≈ 0.9% + €0.05 per transaction |
| Pro | ≈ 0.4% + €0.05 per transaction |
| Enterprise | Negotiated custom rate (Order Form / MSA) |
Surcharges: non-EEA / international cards +1.5%; currency conversion +1% (pass-through). Digital wallets (Apple Pay / Google Pay) are priced as the underlying card; any local/alternative payment methods, where offered, are priced as shown on the pricing page. There is no per-transaction minimum commission beyond the fixed per-transaction component above. ``
3.2 Stripe fees are separate. Stripe's processing fees are set by Stripe and are additional to (or, depending on configuration, netted alongside) CIQRA's commission. The total effective cost to you is CIQRA commission + Stripe fees + any surcharges.
3.3 Subscription fees. Your plan's recurring subscription fee is billed under the Terms of Service §3 (paid tiers; no free plan; auto-renew; no pro-rata refund).
3.4 Fee changes. CIQRA may change commission rates or surcharges on 30 days' prior notice (immediately where a change is required by Stripe, a card scheme, a bank, law, or to address fraud/security). Continued transacting after the effective date is acceptance; you may stop using CIQRA Pay before then. [Approach: Shopify/Stripe 30-day fee-change-notice standard.]
3.5 Taxes on fees (VAT). CIQRA fees are exclusive of VAT. CIQRA is VAT-registered in Estonia (VAT/KMKR no. EE102934712). CIQRA's subscription and commission are electronically supplied services: for EU business Merchants, the reverse charge applies (no Estonian VAT; you self-account under Art. 196; CIQRA validates your VAT ID in VIES and shows both VAT IDs + "reverse charge" on the invoice); for EU non-business recipients, destination VAT via OSS; for non-EU Merchants, outside EU VAT scope. Provide and keep current a valid VAT ID where you have one. See ToS §3.5(a). [TAX-COUNSEL]
4. Payouts
4.1 Rolling payout (Stripe standard). Settlement of your sales, net of Stripe fees, refunds, CIQRA commission, reserves and any amounts you owe, is paid to your linked bank account on a rolling schedule (T+N) consistent with Stripe Connect's standard payout timing. New EEA connected accounts are typically subject to an initial hold of about 7 days before the first payout, after which payouts roll (e.g. T+2/T+7 depending on Stripe/risk configuration). ``
4.2 Minimum payout / thresholds. Settlement of sales proceeds runs Stripe → your connected account on Stripe's schedule; CIQRA does not impose a separate minimum-payout threshold beyond Stripe's applicable minimum, and any balance below Stripe's threshold carries to the next cycle. ``
4.3 CIQRA discretion. CIQRA may change payout frequency, delay a payout, or route settlement differently where required for risk, fraud, chargeback exposure, verification, legal/AML reasons, or by Stripe/a bank/authority. Where practicable and lawful, CIQRA will notify you.
4.4 Netting / set-off. CIQRA (and Stripe) may deduct from your balance or future payouts: Stripe fees, CIQRA commission, refunds and reversals, chargebacks and related fees, reserve amounts, taxes CIQRA must withhold, and any other amounts you owe CIQRA. If your balance is insufficient, §7 (negative balance) applies.
4.5 Currency & FX. Payouts are made in your settlement currency; currency conversion (if any) uses the applicable rate plus the disclosed FX surcharge. Multi-currency support and FX snapshotting are provided where enabled. ``
5. Reserve (risk-based / conditional)
5.1 When a reserve applies. CIQRA operates a risk-based, conditional reserve. A reserve is not applied to low-risk Merchants by default. CIQRA may impose or adjust a reserve where risk signals warrant, including: elevated or rising chargeback/refund/fraud rates; high-risk or long-fulfilment business models (pre-orders, deposits, tickets, travel, subscriptions); sudden volume spikes; disputes, investigations, or verification gaps; or a requirement from Stripe, a bank, card scheme, or authority. ``
5.2 Reserve mechanics. A reserve may be structured as (a) a rolling reserve — typically up to 10% of processed volume held for a rolling 90 days and then released (the exact percentage and period are set to the assessed risk and disclosed to you); (b) a fixed/minimum reserve — a set amount held; and/or (c) an up-to-100% hold on specific funds where fraud or serious risk is suspected. CIQRA will tell you the type, amount/percentage, trigger and expected release conditions when a reserve is set, except where notice would undermine fraud prevention or breach law/scheme rules. [Approach: Stripe/PayPal risk-based rolling-reserve norm (≈5–10% / 90–120 days).]
5.3 Purpose & release. The reserve secures your obligations (refunds, chargebacks, reversals, fees, negative balance, indemnities). Reserved funds are released when the risk period lapses and no offsetting liability remains, subject to ongoing exposure.
5.4 No interest accrues on reserves unless required by law. ``
Full mechanics are in the Refund/Chargeback/Reserve Policy.
6. Refunds and chargebacks (summary — see doc 08)
6.1 Refunds are the Merchant's responsibility. As merchant of record, you decide and issue refunds consistent with your published refund policy and mandatory consumer law (incl. the EU 14-day withdrawal right and its exceptions). Refunds are processed via Stripe against the original charge and deducted from your balance/payout. On a full refund, CIQRA returns its commission (application_fee) to you (refund_application_fee=true); on a partial refund, the commission is returned pro-rata to the refunded amount. Stripe's own processing fees are set by Stripe and may not be returned. ``
6.2 Chargebacks. A Customer's card issuer may reverse a charge (chargeback/dispute). The disputed amount plus any scheme/Stripe dispute fee is debited from your balance. You are responsible for chargebacks on your sales and for submitting evidence to contest them; CIQRA provides tooling but does not guarantee outcomes. Excessive chargebacks may trigger reserve, suspension, or termination. ``
6.3 CIQRA is not liable for your chargebacks/refunds. Except for CIQRA's own error, refund and chargeback liability for Storefront sales sits with you.
6.4 Liability for losses (direct-charge model). Because CIQRA Pay uses Stripe direct charges to your connected account, you are the party primarily liable to Stripe and the card networks for refunds, disputes/chargebacks, reversals, fines and negative balances on your transactions. Depending on the technical configuration, either (a) these amounts are debited directly from your connected-account balance by Stripe, or (b) CIQRA, as the platform, is designated to collect and bear such losses in the first instance (loss/liability "collector") and then recover them from you under §§6–7 of this Agreement. Where CIQRA is the designated collector, your repayment, set-off, reserve and negative-balance obligations to CIQRA apply in full. `` [Approach: Stripe Connect losses/liabilitycontroller +application liability-collector options.]
7. Negative balance and recovery
7.1 If refunds, chargebacks, reversals, fees or reserves exceed your available balance, your account balance may go negative. You must promptly repay the shortfall.
7.2 CIQRA (and Stripe) may recover a negative balance by: withholding/offsetting current or future payouts and sales; drawing on the reserve; charging your linked payment method/bank on file; and, if unrecovered, pursuing the debt (including via collections) and charging reasonable recovery costs and statutory interest. ``
7.3 The management-board members and beneficial owners do not personally guarantee the Merchant's obligations unless a separate guarantee is signed. ``
8. Ledger, statements and taxes
8.1 CIQRA provides a transaction ledger and statements (sales, fees, refunds, chargebacks, reserves, payouts). You are responsible for reconciling them and for your own bookkeeping.
8.2 Your taxes. You are solely responsible for determining, collecting, reporting and remitting all taxes on your sales (VAT/OSS, sales tax, income tax, etc.) and for issuing compliant invoices to your Customers. CIQRA's tax-calculation, invoicing and VAT/OSS tooling is provided as an aid and does not constitute tax advice; you must verify it for your facts. Where a market overlay imposes local invoicing (e.g. TR e-fatura/e-arşiv), you must comply with it — see the TR overlay. ``
8.3 Platform tax reporting (DAC7). As an EU (Estonian) online-platform operator that facilitates sales for consideration, CIQRA is likely a Reporting Platform Operator under DAC7 (Directive (EU) 2021/514) and may be required to collect seller due-diligence data (name, address, TIN/VAT ID, business registration number, and consideration paid per quarter) and report its Merchants (not shoppers) to the Estonian Tax and Customs Board (EMTA) annually by 31 January. You agree to provide and verify this information as part of onboarding. [TAX-COUNSEL — confirm DAC7 reporting/excluded-operator status and exact data set.]
8.4 VAT "deemed supplier" (Art. 14a) — allocation. For the standard case — an EU-established Merchant as merchant of record selling via Stripe direct charge, with CIQRA taking a platform fee and not acting as principal — CIQRA is outside the EU VAT "deemed supplier" rule (Art. 14a VAT Directive), and VAT on your sales is your responsibility. However, for flows involving a non-EU-established seller selling goods to EU shoppers, or imported consignments ≤ €150, the platform may be deemed the supplier for shopper-facing VAT; CIQRA may restrict such flows or require additional handling. [TAX-COUNSEL — deemed-supplier characterisation before onboarding non-EU goods sellers / low-value imports.] [Approach: VAT Directive Art. 14a; Implementing Reg. 282/2011 Art. 5b.]
9. Data protection
9.1 For personal data of your Customers processed through your Storefront, you are the controller and CIQRA is the processor; the Data Processing Agreement governs that processing and is incorporated here. For payment processing, Stripe acts as an independent controller/processor per its own terms. CIQRA is a controller for Merchant account, billing, security and platform-operation data (see Privacy Policy).
9.2 You must have a lawful basis and proper notices/consents for the Customer data you collect, must honour data-subject requests for which you are responsible, and must configure marketing consent (double opt-in) correctly.
10. Compliance, prohibited use and enforcement
10.1 You must comply with the Acceptable Use Policy, the ToS, Stripe's rules, card-scheme rules, sanctions/AML law, consumer and product law, and the tax and data-protection obligations above.
10.2 Suspension/termination and fund handling. CIQRA may suspend CIQRA Pay, hold funds, impose a reserve, or terminate for risk, breach, fraud, excessive disputes, verification failure, or as required by Stripe/a bank/authority. On termination, outstanding fees, chargeback exposure and reserves are settled before any final release of funds, and a 180-day tail may be retained to cover late chargebacks/refunds before final release. `` [Approach: card-scheme chargeback windows (≈120–180 days) → 180-day tail.]
11. Warranties, liability, indemnity
11.1 You warrant that your business, products and content are lawful, accurately described, and compliant, and that you will not use CIQRA Pay to facilitate prohibited or fraudulent activity or to process payments for third parties (no payment aggregation/factoring) except as expressly permitted. ``
11.2 Liability. The limitation-of-liability and disclaimer provisions of the Terms of Service §§10–11 apply to this Agreement, except that amounts you owe under the fee, refund, chargeback, negative-balance and reserve provisions are not subject to the liability cap and remain fully payable.
11.3 Indemnity. You indemnify CIQRA (ToS §12) for claims and losses arising from your sales, chargebacks, refunds, content, tax, or breach.
12. Term, changes, governing law
12.1 This Agreement runs while you use CIQRA/CIQRA Pay and survives (for settlement, reserve, chargeback and recovery purposes) until all obligations are discharged.
12.2 CIQRA may amend this Agreement on notice (ToS §14); material payment-term changes take effect on 30 days' notice (immediately where required by Stripe, a card scheme, a bank, law, or to address fraud/security).
12.3 Governing law & disputes: Estonian law; Harju Maakohus (Tallinn) or arbitration for B2B disputes, per ToS §15 (hybrid model). ``
End of Merchant Agreement (draft). See also: Refund/Chargeback/Reserve Policy · DPA · Acceptable Use Policy.