Terms of Service

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.

Provider: CIQRA OÜ, registry code 16465907, Veskiposti tn 2, Kesklinna linnaosa, Tallinn, Harju maakond, 10138, Estonia ("CIQRA", "we", "us", "our"). Effective date: on publication (see version history) · Version: 1.0-draft · Last updated: 2026-07-08

1. Who these Terms are for and how they fit together

1.1 These Terms of Service ("Terms") govern access to and use of the CIQRA platform, websites (including ciqra.com), storefront hosting, dashboards, APIs, and all related software, features and services (together, the "Services").

1.2 The Services are used by two very different groups, and different rules apply to each:

Merchants (also "you" where context indicates) — businesses and their authorised users that create and operate an online store ("Storefront") on CIQRA. Merchants are additionally bound by the Merchant Agreement, and, if they enable CIQRA Pay, by the payment terms and the Stripe agreements referenced there.
Customers / Shoppers — end users who browse or buy from a Merchant's Storefront. Customers contract with the Merchant, not with CIQRA, for the purchase of goods or services (see §4).

1.3 CIQRA is a platform / intermediary, not the seller. Except for CIQRA's own subscription and platform services sold directly to Merchants, CIQRA does not sell, and is not the merchant of record for, any goods or services offered on a Storefront. The sales contract for those goods/services is concluded directly between the Customer and the Merchant, who is the merchant of record.

1.4 Order of precedence. If a signed Enterprise Master Services Agreement (MSA) or Order Form exists, it prevails on the matters it covers. Otherwise: Merchant Agreement → DPA → these Terms → ancillary policies (Cookie, Acceptable Use, Refund/Chargeback/Reserve) and the applicable market overlay. Mandatory consumer-protection and data-protection law prevails over any conflicting term. ``

1.5 Incorporated policies. The Privacy Policy, Cookie Policy, Acceptable Use Policy, Refund/Chargeback/Reserve Policy, and any applicable market overlay (e.g. the TR overlay) are incorporated into and form part of these Terms.

2. Eligibility, accounts and security

2.1 Merchant eligibility. To register as a Merchant you must be at least 18 years old and either an individual acting for business purposes or a duly authorised representative of a legal person, and you must have authority to bind that person. You must provide accurate identity, business and (where CIQRA Pay is used) KYC/beneficial-ownership information, and keep it current. ``

2.2 Customer eligibility. Customers must be at least 16 years old to create a Customer account or consent to processing on their own behalf; below that age, a Customer may use a Storefront only with the consent of a holder of parental responsibility. The applicable digital-consent age is applied per market (GDPR default 16; Estonia 13; certain jurisdictions 13–15). `` Nothing here overrides a Merchant's own age restrictions for age-restricted goods.

2.3 Accounts. You are responsible for all activity under your account, for safeguarding credentials, and for the acts and omissions of your authorised users. Notify us immediately at support@ciqra.com of any unauthorised use. We may require multi-factor authentication.

2.4 Verification & sanctions screening. We (and our payment partner) may verify your identity and business and screen against sanctions and watchlists. We may suspend or refuse Services where verification fails or where required by law. You represent that you and your beneficial owners are not subject to sanctions and are not located in a prohibited jurisdiction. ``

3. The Services; plans, fees and billing

3.1 Provision of the Services. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services during your subscription term for your internal business purpose of operating your Storefront(s).

3.2 Plans. CIQRA is offered on paid subscription tiers — Entry, Growth and Pro — plus transaction-based CIQRA Pay commission (Merchant Agreement §3). There is no free plan. Indicative pricing: Entry €19/mo, Growth €49/mo, Pro €149/mo (or the annual-billing equivalent, typically ~2 months' discount), with a 14-day free trial; each tier carries feature and usage limits and a corresponding CIQRA Pay commission rate. The live pricing page and your Order Form are authoritative and prevail over these figures. (Prices are illustrative pending final confirmation; the DRAFT status applies.) Some features are plan-gated; using a feature above your plan's limits may require an upgrade. ``

3.3 Enterprise. Enterprise customers may contract under a separately negotiated MSA / Order Form ("contact sales"), which may include custom pricing, SLA, DPA terms and SSO, and which prevails over these Terms and the Merchant Agreement to the extent of any conflict.

3.4 Trials. If a trial is offered, it converts to a paid subscription at the end of the trial unless cancelled beforehand. We may modify or withdraw trials.

3.5 Fees, taxes and auto-renewal. (a) Subscription fees and CIQRA Pay commission are billed exclusive of applicable VAT and other taxes. CIQRA is VAT-registered in Estonia (VAT/KMKR no. EE102934712). CIQRA's subscription and platform-commission supplies are electronically supplied services; VAT is applied by place-of-supply rules: EU business customers — no Estonian VAT, reverse charge applies (you self-account; CIQRA validates your VAT ID via VIES and shows both VAT IDs and a "reverse charge" mention on the invoice); EU non-business customers — destination-country VAT via the EU One-Stop-Shop (OSS); non-EU customers — outside EU VAT scope (local taxes may apply). You are responsible for taxes other than taxes on CIQRA's net income, and for providing a valid VAT ID where you have one. [TAX-COUNSEL — confirm VAT treatment, VIES validation, OSS registration.] [Approach: EU VAT Directive Arts. 44/58/196; Union OSS.] (b) CIQRA Pay commission and pass-through fees are described in the Merchant Agreement and charged per transaction. (c) Subscriptions auto-renew for successive periods at the then-current price unless cancelled before the renewal date. (d) No pro-rata refunds on cancellation: cancellation takes effect at the end of the current paid period, and you retain access until then. Statutory consumer withdrawal rights, where they apply to a given user, are unaffected (see §4.6). `` (e) Price changes to subscription fees or CIQRA Pay rates take effect on 30 days' prior notice; continued use after the effective date constitutes acceptance, and you may cancel before then. [Approach: Shopify/Stripe 30-day change-notice standard.] (f) Overdue amounts may accrue statutory interest and lead to suspension. We may set off amounts you owe us against payouts (see Merchant Agreement).

3.6 Changes to the Services. We may add, modify, deprecate or remove features. For material adverse changes to a paid feature you rely on, we will give reasonable prior notice.

3.7 Usage limits, API and fair use. Your plan may include limits (e.g. on storage, bandwidth, API call rates, staff accounts, or product/order volume). You must not exceed those limits, circumvent them, or use the Services (including our APIs) in a way that imposes an unreasonable or disproportionate load, threatens stability or security, or degrades other Merchants' experience. We may apply rate limiting, throttling, or reasonable technical restrictions, and, on notice, require an upgrade for sustained overage. Automated access must use our documented APIs within their limits. [Approach: BigCommerce/Shopify API-limit & fair-use standard.]

4. Storefronts, sales, and the CIQRA / Merchant / Customer relationship

4.1 Merchant is the seller and merchant of record. Each Merchant is solely responsible for its Storefront, products, pricing, descriptions, availability, content, order fulfilment, delivery, returns, warranties, after-sales support, and for all consumer-law, product-safety, labelling, tax (incl. VAT/OSS) and sector-specific obligations relating to its sales. CIQRA provides tooling (including tax-calculation, invoicing and VAT/OSS helpers) but does not assume the Merchant's legal obligations. ``

4.2 No CIQRA liability for Merchant sales. CIQRA is not a party to, and is not liable under, any Customer↔Merchant sales contract. Claims about products, delivery, refunds or warranties are between the Customer and the Merchant. This does not limit any non-excludable statutory right a Customer has against CIQRA in its capacity as an online-platform operator under mandatory law (e.g. DSA duties). ``

4.3 Consumer information. Merchants must present, on their Storefront, all information mandatory under applicable consumer law (seller identity and geographic/e-mail address, total price incl. taxes and delivery, right-of-withdrawal information and model form, complaint handling, guarantees, and — for EU consumers — a link to the EU ODR platform). CIQRA's themes provide fields and templates to support this; accuracy remains the Merchant's responsibility. ``

4.4 Payments. Where a Merchant uses CIQRA Pay, funds from Customers are collected via Stripe Connect on a direct-charge basis to the Merchant's connected account, with CIQRA's platform fee applied; payout, reserve, refund and chargeback mechanics are governed by the Merchant Agreement and Refund/Chargeback/Reserve Policy. Where a Merchant uses its own (BYO) gateway, that gateway's terms apply between the Merchant and its provider.

4.5 Card data / PCI. CIQRA operates on a PCI DSS SAQ A basis: raw card numbers are captured directly by Stripe's hosted fields and are never stored, processed or transmitted by CIQRA systems. ``

4.6 Consumer withdrawal (EU). Where the buyer is an EU/EEA consumer, the statutory 14-day right of withdrawal for distance contracts applies to the Merchant's sale, subject to the legal exceptions (e.g. made-to-order goods; sealed goods unsealed after delivery; and digital content/services where performance began with the consumer's prior express consent and acknowledgement of loss of the withdrawal right). Merchants must honour this minimum and may offer more generous terms (hybrid model). From 01.09.2026, Estonian law additionally requires an online "withdraw from contract" button for consumer distance contracts; CIQRA will provide storefront support for this, but the Merchant remains responsible for compliant handling. `` This clause governs the Merchant's sales; for CIQRA's own subscription sales to consumer-Merchants, see §3.5(d).

5. Your content and licence to CIQRA

5.1 Your Content. "Merchant Content" means everything you or your users upload or configure — product data, media, text, themes, code snippets, storefront pages, and Customer personal data processed through your Storefront. You retain all rights in Merchant Content.

5.2 Licence to operate the Services. You grant CIQRA a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, adapt (e.g. image derivatives/format conversion), transmit, cache and display Merchant Content solely to provide, secure, and improve the Services and as instructed by you. For Customer personal data within Merchant Content, CIQRA acts as processor under the DPA; this licence is subject to the DPA.

5.3 Responsibility & warranties. You represent that you own or are licensed to use Merchant Content, that it does not infringe third-party rights or violate law, and that it complies with the Acceptable Use Policy.

5.4 User-generated content (reviews, Q&A, comments). Storefronts may host Customer-generated content (product reviews, ratings, Q&A). The Merchant is the primary host/moderator of such content on its Storefront; CIQRA provides moderation tooling and, as platform operator, maintains a notice-and-action mechanism for illegal content. See the Acceptable Use Policy and ``.

5.5 Feedback. If you send us suggestions, we may use them without restriction or obligation.

6. CIQRA intellectual property

6.1 The Services, CIQRA software, default themes, design system, trademarks and documentation are owned by CIQRA or its licensors. Except for the limited rights granted here, no rights are transferred.

6.2 Themes & templates. Default and CIQRA-provided themes are licensed for use only to operate Storefronts on CIQRA and may not be redistributed or used off-platform. Third-party theme/asset licences (where applicable) may impose additional restrictions; you are responsible for licences for any assets you upload. ``

6.3 Beta features are provided "as is", may change or be withdrawn, and may carry additional terms.

7. Acceptable use; prohibited businesses; suspension

7.1 You must comply with the Acceptable Use Policy, which lists prohibited conduct and prohibited business/product categories (Stripe Restricted Businesses plus CIQRA-specific bans — adult content; weapons/ammunition; tobacco/vape/nicotine; CBD/cannabis/unregulated supplements; crypto/NFT; gambling/betting). ``

7.2 Suspension / termination for cause. We may suspend, restrict or terminate access (in whole or part) immediately where we reasonably believe you have breached these Terms, the AUP, the Merchant Agreement, or law; where required by our payment partner, a bank, or authority; or to protect the Services, other users, or third parties (e.g. fraud, security, chargeback abuse, sanctions). Where practicable and lawful, we will give notice and an opportunity to cure.

7.3 Effect on funds. Suspension may pause payouts; funds are handled under the Merchant Agreement and Refund/Chargeback/Reserve Policy.

7.4 Illegal-content & IP notices (DSA / DMCA). We operate a notice-and-action mechanism for allegedly illegal content and intellectual-property infringement, and a repeat-infringer policy, under the Acceptable Use Policy §4. Notices may be sent to abuse@ciqra.com (illegal content, DSA) and [copyright/IP: abuse@ciqra.com] (infringement/DMCA-style notices and counter-notices). We provide a statement of reasons for content actions and an internal complaint path, consistent with the EU Digital Services Act, and may terminate repeat infringers. ``

8. Availability, support, SLA and accessibility

8.1 We aim to provide the Services with reasonable skill and care and to keep them available, but except where an SLA is expressly agreed, the Services are provided on a commercially reasonable-efforts basis and may have downtime for maintenance, updates or factors beyond our control.

8.2 Support & SLA. Standard plans receive email support and a help centre during business hours (Mon–Fri, ~09:00–18:00 EET, excluding public holidays), with a target first response within 1 business day; there is no uptime guarantee or service credit on standard plans. Enterprise plans receive priority support and a defined SLA, targeting 99.9% monthly uptime with priority response targets (e.g. within 4 business hours for critical issues) and service credits as the sole and exclusive remedy for missed uptime, subject to standard exclusions (scheduled maintenance, force majeure, Merchant fault, third-party outages) and a claim window. Exact Enterprise SLA figures and credit schedule are set in the Order Form/MSA. [Approach: BigCommerce/Shopify-Plus SLA-credit structure; İkas-style "no SLA on standard tier" differentiator.]

8.3 Accessibility. We design the platform to support Merchant compliance with applicable accessibility law, including the EU European Accessibility Act (in force from 28 June 2025) and WCAG-aligned standards, for the platform-provided interfaces. Accessibility of a Storefront's own content, themes and configuration is the Merchant's responsibility. ``

8.4 Platform-to-business transparency (P2B Regulation (EU) 2019/1150). As an online intermediation service for business users, we provide: plain-language terms with reasons and notice periods for changes; a description of the main parameters determining ranking of products in Storefront listings/search and their relative importance; the treatment of any CIQRA-favoured or paid placement; and an internal complaint-handling system for Merchants (via support@ciqra.com), plus access to mediation. Ranking within a Merchant's own Storefront primarily reflects the Merchant's configuration and genuine relevance/popularity signals. ``

9. Third-party services and integrations

9.1 The Services integrate third parties (e.g. Stripe for payments; Microsoft Azure (Germany) for hosting; Cloudflare; email delivery; error monitoring/observability; AI/LLM providers; advertising platforms and pixels/CAPI; and any Merchant-connected marketplace channels). Your use of an integration may be subject to that third party's terms, and you authorise the associated data flows described in the Privacy Policy and DPA. CIQRA is not responsible for third-party services except as expressly stated. ``

9.2 AI features. Where you use AI features (e.g. AI product-description/SEO generation, semantic search/recommendations, image generation/editing, chatbot), your inputs are processed by AI/LLM providers under contracts that require zero-retention / no-training-on-your-data and appropriate data-protection terms. You must not submit content you are not entitled to submit, and you remain responsible for reviewing AI outputs before publishing them. AI-assisted or AI-generated content and AI interactions are disclosed/marked where required by law. ``

10. Warranties and disclaimers

10.1 Each party warrants it has authority to enter these Terms.

10.2 Disclaimer. Except as expressly stated and to the maximum extent permitted by law, the Services are provided "as is" and "as available", and CIQRA disclaims all implied warranties (merchantability, fitness for a particular purpose, non-infringement) and does not warrant that the Services will be uninterrupted, error-free, or that they will meet a specific commercial or legal outcome (e.g. tax correctness for your specific facts, or sales results). Nothing in these Terms excludes liability that cannot be excluded by law, including certain consumer rights. ``

11. Limitation of liability

11.1 Excluded losses. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to the Services.

11.2 Cap. To the maximum extent permitted by law, CIQRA's total aggregate liability arising out of or relating to the Services in any 12-month period is limited to the greater of (a) the fees you paid to CIQRA (excluding pass-through payment-processing fees and taxes) for the Services in that period, or (b) €500. [Approach: SaaS "fees paid in prior 12 months, or small floor" cap standard.]

11.3 Carve-outs. The exclusions and cap do not apply to: liability that cannot be limited by law; a party's liability for death or personal injury caused by its negligence; fraud or wilful misconduct; a Merchant's indemnity obligations (§12); or amounts owed under the payment/reserve/chargeback provisions of the Merchant Agreement. Consumer statutory rights are unaffected. ``

12. Indemnity (Merchants)

Merchants will defend and indemnify CIQRA and its officers, employees and partners against third-party claims, losses, and reasonable costs arising from: (a) Merchant Content or products/services sold; (b) breach of these Terms, the Merchant Agreement, the AUP, or law; (c) a Customer or tax/consumer/regulatory claim relating to the Merchant's sales; or (d) infringement of third-party rights. CIQRA will notify the Merchant, allow it to control the defence (without settling in a way that admits CIQRA liability without consent), and cooperate reasonably. Consumer indemnities are not sought from Customers.

13. Term, termination and offboarding

13.1 These Terms apply while you use the Services. Either party may terminate for material breach not cured within 30 days of notice (or immediately where cure is impossible or where §7.2 applies). You may cancel your subscription at any time, effective at period end.

13.2 Effect of termination. Access ends; outstanding fees remain due; CIQRA Pay balances, reserves and chargeback exposure are settled per the Merchant Agreement.

13.3 Data export & deletion. For 30 days after termination, you may export Merchant Content (read-only access to export tooling). Thereafter CIQRA will delete or anonymise it per the Data Retention policy and the DPA, subject to legal retention obligations (e.g. 7-year accounting records).

13.4 Survival. Clauses that by nature should survive (IP, fees accrued, disclaimers, liability limits, indemnity, governing law/disputes, confidentiality) survive termination.

14. Changes to these Terms

We may update these Terms. For material changes we will give reasonable prior notice (e.g. email or in-dashboard) before they take effect. Continued use after the effective date constitutes acceptance; if you do not agree, you must stop using the Services and may cancel. Consumer users receive changes consistent with mandatory consumer law. ``

15. Governing law and disputes (hybrid)

15.1 Governing law. These Terms and any non-contractual obligations arising from them are governed by the laws of Estonia, excluding its conflict-of-laws rules and the UN CISG. For consumers, this choice does not deprive them of the protection of mandatory rules of their country of habitual residence.

15.2 B2B (Merchants). Disputes between CIQRA and a Merchant are subject to the exclusive jurisdiction of Harju Maakohus (Harju County Court), Tallinn, Estonia, or, where the Merchant Agreement so provides, to arbitration. ``

15.3 B2C (Customers). Disputes with consumers may be brought in the courts of the consumer's country of habitual residence, and consumers retain all mandatory local consumer-protection rights. EU consumers may also use the EU Online Dispute Resolution (ODR) platform and applicable national ADR/consumer bodies. ``

15.4 Nothing prevents either party from seeking injunctive relief to protect IP, confidential information, or security.

16. General

16.1 Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or successor (e.g. merger, reorganisation). 16.1a No exclusivity. These Terms are non-exclusive. Nothing prevents CIQRA from providing the Services to any other person, including your competitors, or from developing similar products or working with third parties. 16.1b Publicity. CIQRA may identify you as a customer and use your name and logo in customer lists and marketing, in a manner consistent with your brand guidelines where provided; you may opt out at any time by writing to legal@ciqra.com. Neither party may otherwise issue a press release about the other without consent. [Approach: SaaS publicity-with-opt-out standard.] 16.1c Third-party beneficiaries. Except for Stripe (and, where relevant, card schemes/payment providers) as stated in the Merchant Agreement, and except for rights data subjects have under the SCCs/DPA, these Terms create no third-party rights. 16.2 Entire agreement. These Terms and the incorporated documents are the entire agreement and supersede prior understandings on their subject matter. 16.3 Severability / no waiver. If a term is unenforceable, the rest remains in effect; failure to enforce is not a waiver. 16.4 Force majeure. Neither party is liable for delay/failure due to events beyond reasonable control. 16.5 Notices. To CIQRA: legal@ciqra.com. To you: the contact details/dashboard on your account. Statutory notice requirements are preserved. 16.6 Language. The English version prevails, except where mandatory local law (e.g. the Turkish overlay) requires a local-language version to govern for that market. ``

End of Terms of Service (draft). Cross-references: Merchant Agreement · Privacy · DPA · Refund/Chargeback/Reserve · TR overlay.