Agency and Referral Partner Programme Terms
CIQRA OÜ · Version 1.1 · Last updated: 3 November 2026
These Agency and Referral Partner Programme Terms are issued by CIQRA OÜ, a private limited company registered in Estonia under registry code 16465907, with its registered address at Veskiposti tn 2, 10138 Tallinn, Harju maakond, Estonia ("CIQRA", "we", "us", "our"). They apply to agencies, freelancers and referral partners (each a "Partner") that take part in a partner programme offered by CIQRA, and they supplement the Terms of Service for Merchants that work with a Partner. Terms defined there ("Services", "Merchant", "Storefront", "Merchant Content", "Order Form", "Paid Services", "Policies") have the same meaning here.
Effective date. This document applies to new customers from its publication on 3 November 2026. It applies to existing customers on the date stated in CIQRA's notice, which is at least 30 days after the notice (Terms of Service Section 14.2).
Contact: info@ciqra.com
1. Scope
1.1 A programme, where CIQRA offers one. These terms apply where CIQRA accepts a business as a Partner in writing or in a partner dashboard. They do not themselves create a right to join a programme, to a tier, to a commission or to any lead. CIQRA decides who it accepts and may decline an application without giving a reason, except where the law requires one.
1.2 Business use only. A Partner is a legal person or an individual acting for the purposes of its trade, business, craft or profession, and confirms that it is not a consumer.
1.3 Not the developer programme. This programme is for agencies, freelancers and referrers. It is separate from the Developer Partner programme for people who build apps and themes for the app and theme markets, which is governed by the App and Theme Marketplace Terms and the Developer Partner Program Agreement. A business may take part in both, and each set of terms applies to the activity it covers.
1.4 Partner Order. The commercial terms of a Partner (tracks, tier, commission, territory, term and any discount) are stated only in a written order signed or accepted by CIQRA OÜ, or in the Partner's dashboard, as accepted by the Partner (a "Partner Order"). Nothing in presentations, outreach messages, one-pagers or conversations is an offer or a promise.
1.5 Order of precedence. If documents conflict, the following order applies, highest first: the Partner Order on the matters it covers; these terms; the Terms of Service as they apply to the Partner as a user of the Services.
2. CIQRA is the only contracting party
2.1 CIQRA OÜ alone. CIQRA OÜ is, and is always, the only party that contracts with a Merchant for the Services and the only party that invoices a Merchant for them. No Partner, and no agency, reseller or other business, sells, quotes, invoices or collects money for CIQRA, or concludes, changes or ends a contract for CIQRA.
2.2 Subscriptions. A Merchant that a Partner brings subscribes to the Services with CIQRA OÜ on the Terms of Service, accepts them itself, and pays CIQRA OÜ at the prices in force for it. A Partner may not collect subscription fees from a Merchant on CIQRA's behalf.
2.3 No resale unless a written Partner Order says so. These terms do not provide for a Partner to buy subscriptions and re-bill them. Only a Partner Order signed by CIQRA OÜ may do so. It must then say that the Partner buys as principal in its own name and on its own account and that the Merchant's use of the Services remains subject to the Terms of Service.
3. No agency, no authority
3.1 Independent business. A Partner acts for itself or on behalf of a Merchant, never as CIQRA's agent, representative, employee, partner or joint venturer. The word "partner" is a programme name and creates no partnership in law.
3.2 No authority to bind. A Partner has no authority to bind CIQRA, to make a promise, representation or warranty for CIQRA, to give a price, quotation, discount, credit or refund for CIQRA, to accept a scope sheet or a Paid Service for CIQRA, to change a service level, or to agree a term that departs from CIQRA's documents. Anything a Partner says or signs in that respect does not bind CIQRA.
3.3 Statements to Merchants. A Partner must describe CIQRA and its Services accurately, must refer a Merchant to CIQRA's published documents for prices, features, limits and terms, and must not (a) promise sales, rankings, traffic, uptime, migration outcomes or other results as if CIQRA guaranteed them, (b) state or imply that CIQRA is VAT-registered or that prices exclude or include VAT, (c) state or imply that Reklam5 or any other business sells or invoices for CIQRA, (d) state or imply a free plan or a free trial, or (e) describe itself as CIQRA's official representative, except for a tier name that CIQRA has granted in the Partner Order.
3.4 Disclosure of the relationship. Where a Partner recommends CIQRA and may earn a commission, it must say so to the person it recommends to, in a way that a business customer will understand before it decides.
4. Working in a Merchant's store
4.1 Access comes only from the Merchant. A Partner may access a Merchant's store only if the Merchant grants the access, for example by inviting the Partner's people as staff users with a role in the dashboard. CIQRA does not give a Partner access to a Merchant's store because of the programme.
4.2 The Merchant is responsible for its Partners. Under Sections 2.3 and 2.3a of the Terms of Service, a Merchant is responsible for the acts and omissions of the people it authorises, which includes the people of its Partner. The Merchant decides the roles it grants and should give the least access needed, review it from time to time and remove it when the work ends.
4.3 The Partner's duties. A Partner must (a) use named personal accounts and multi-factor authentication, and not share credentials; (b) use the access only for the work the Merchant has asked for; (c) not copy, export or use Merchant Content or personal data for any other purpose, including the Partner's own marketing; (d) comply with the Acceptable Use Policy and with the law in the work it does; (e) tell the Merchant and CIQRA without undue delay of any security incident affecting a Merchant's store; and (f) hand back or delete Merchant data when the work ends, unless the law requires it to keep it.
4.4 Data protection. Where a Partner processes personal data of a Merchant's Shoppers or staff for the Merchant, it does so as the Merchant's processor and must agree the terms that Article 28 of the GDPR requires with the Merchant. CIQRA is not a party to that agreement. Where a Partner passes a prospect's contact details to CIQRA, it must have a lawful basis and give the information the law requires, and CIQRA then processes them as a controller under its Privacy Policy.
4.5 Partner services are separate. The Partner's own services (design, build, migration, advertising, support) are sold by the Partner under the Partner's own contract with the Merchant, for the Partner's own fees. CIQRA is not a party to them and is not responsible for them. A service that CIQRA itself sells is a Paid Service under Section 3.8 of the Terms of Service and is sold only under CIQRA's scope sheet.
4.6 CIQRA's measures. CIQRA may remove a Partner's access to a store at the Merchant's request, or without notice where this is needed to protect the Services, the Merchant or others (Terms of Service Section 7.2).
5. Commission and fees
5.1 Only as written. A Partner earns a commission, a discount or any other payment only as stated in a Partner Order. The terms and the amounts are those in the Partner Order or the dashboard, which also states the commission period, how a referral is registered and attributed, and the payment schedule and currency. Nothing in these terms sets a rate.
5.2 Conditions that apply to every commission. Unless the Partner Order says otherwise: (a) a commission is calculated only on amounts that CIQRA has actually received from the Merchant for the Services, after refunds, credits and chargebacks, and excluding taxes and payment-processing fees; (b) it is earned only on a Merchant who is new to CIQRA, was registered by the Partner before the Merchant subscribed, and has not been referred by someone else first; (c) it is not earned on a Partner's own subscriptions, or on subscriptions of businesses it controls or is controlled by, or on any subscription obtained in breach of these terms; and (d) it ends when the commission period ends, when the Merchant cancels or stops paying, or when the Partner's participation ends.
5.3 Clawback and set-off. CIQRA may deduct from, or set off against, later commissions any commission paid on an amount later refunded, credited or charged back, or paid by mistake, and may withhold a commission while it investigates suspected fraud or a breach of these terms.
5.4 Statements and disputes. CIQRA gives a statement with each payment. A Partner must dispute a statement in writing within 60 days; after that period the statement is final, except for an error that CIQRA has caused and that the Partner could not reasonably have noticed, and except where the law provides otherwise.
5.5 Taxes and invoices. Each party bears its own taxes. A Partner is responsible for the tax on its commissions and must give CIQRA the tax information and, where the Partner Order requires, the invoice that CIQRA reasonably asks for. CIQRA may withhold tax where the law requires it. CIQRA OÜ is not registered for VAT, and a Partner must not show or rely on a VAT number for CIQRA.
5.6 Changes to commission. CIQRA may change commission terms for the future on 30 days' notice (Section 13). A change does not affect commission already earned.
6. Ethics, anti-bribery and sanctions
6.1 No improper advantage. A Partner must not offer, give, ask for or accept a bribe, kickback or other improper advantage, to or from anyone, including an employee or representative of a Merchant, a prospect, a public official or CIQRA's own staff, to win, keep or influence business, and must comply with the anti-corruption and anti-bribery laws that apply to it, including Estonian criminal law and the EU and national rules in the countries where it operates.
6.2 Gifts and hospitality. A Partner may give modest, lawful, transparent hospitality in line with business custom and the recipient's own rules. It may not give gifts of value to CIQRA's staff.
6.3 Sanctions and export control. A Partner confirms that neither it nor its owners or people are subject to sanctions imposed by the European Union, the United Nations, the United Kingdom or the United States, and that it will not use the programme to deal with a sanctioned person or in a sanctioned or embargoed jurisdiction, or in breach of export-control law. CIQRA may suspend payments and the programme where it reasonably suspects a breach.
6.4 Lawful marketing. A Partner must comply with the law on advertising, unsolicited communications and unfair commercial practices when it promotes CIQRA, including consent rules for email, SMS and telephone marketing. CIQRA does not authorise unsolicited promotion.
7. Confidentiality
7.1 Confidential Information. Non-public information that one side discloses to the other in connection with the programme, and that is marked as confidential or would reasonably be understood to be, is confidential. It includes unreleased features, non-public terms, pricing outside the published lists, and security information.
7.2 Duties. The receiving side uses it only for the programme, protects it with at least reasonable care, and discloses it only to people and advisers who need to know it and are bound to keep it confidential. These duties continue for five years after the Partner's participation ends, and for security information and trade secrets for as long as they remain confidential. They do not apply to information that is public through no fault of the receiver, that the receiver already knew or independently developed, or that the receiver must disclose by law (in which case it tells the other side first where lawful).
8. Brand use
8.1 Licence. CIQRA grants a Partner a non-exclusive, non-transferable, revocable licence during its participation to use CIQRA's name, logo and approved materials to say truthfully that it is a CIQRA Partner and to promote CIQRA as these terms allow, in line with the brand guidelines that CIQRA publishes.
8.2 Limits. A Partner may not register or use a company name, domain name, social media handle or trade mark that contains or is confusingly similar to CIQRA's marks; may not suggest that CIQRA endorses its own services beyond a tier CIQRA has granted; and may not change CIQRA's marks. Goodwill from use belongs to CIQRA. The licence ends when the Partner's participation ends, and the Partner must then stop using the marks within 30 days.
9. Liability and indemnity
9.1 The Partner's own liability. A Partner is solely responsible, towards Merchants, authorities and third parties, for its own services, advice, statements, work in a Merchant's store, subcontractors and compliance with law. CIQRA is not liable for them.
9.2 Partner's indemnity. A Partner will defend and indemnify CIQRA, its officers and employees against third-party claims, regulatory action and fines, and the resulting losses and reasonable costs, arising from the Partner's services or statements to a Merchant, its breach of these terms or the law, its processing of personal data, or its work in a Merchant's store. CIQRA will notify the Partner of the claim promptly, allow it to control the defence and cooperate reasonably at the Partner's cost. The Partner may not settle in a way that admits fault on CIQRA's part or imposes an obligation on CIQRA without CIQRA's consent.
9.3 Disclaimer. To the maximum extent permitted by law, the programme, any leads, tools, training and materials are provided "as is". CIQRA gives no assurance that a Partner will receive any number of leads, referrals, subscriptions or commissions.
9.4 CIQRA's liability. Sections 10 and 11 of the Terms of Service apply with the necessary changes to CIQRA's liability to a Partner in connection with the programme. In addition, CIQRA's total liability to a Partner arising out of the programme in any 12-month period is limited to the greater of the commissions CIQRA paid the Partner in that period and EUR 500. Neither side is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data, in connection with the programme.
9.5 What is never limited. Nothing in these terms excludes or limits liability for intent, for gross negligence, for death or personal injury, for the Partner's indemnity or for its breach of Sections 4.3, 6 and 7, for amounts that a party owes under these terms, or for anything that cannot be excluded or limited by law.
10. Term, suspension and termination
10.1 Term. Participation lasts for the term in the Partner Order, or, if none is stated, until ended under this Section.
10.2 By either side. Either side may end participation at any time on 30 days' written notice. CIQRA may end it immediately, and may suspend a Partner, where the Partner materially breaches these terms (and, if the breach can be remedied, does not remedy it within 14 days of notice), breaches Section 3.2, 3.3, 4.3, 6, 7 or 8, becomes insolvent or ceases business, or where the law or a competent authority or payment provider requires it. CIQRA states its reasons in writing.
10.3 Effect. On termination the licence in Section 8 ends; the Partner stops presenting itself as a CIQRA Partner; commission already earned and not subject to clawback, set-off or withholding stays payable on the normal schedule; and no commission is earned for a period after termination, unless the Partner Order says otherwise. A Merchant's own contract with CIQRA, and its right to keep or remove a Partner's access to its store, are not affected.
10.4 Survival. Provisions that by their nature survive termination (including Sections 3, 4.3, 5.3 to 5.5, 7, 9 and 12) continue.
11. Relationship to Merchants
11.1 CIQRA is not responsible for the Partner–Merchant relationship. A Merchant that works with a Partner chooses the Partner at its own risk. CIQRA is not liable to the Merchant for a Partner's services or acts (Terms of Service Sections 9 and 11), and a Partner's statement is not a CIQRA statement.
11.2 Listing. CIQRA may list Partners on its website. A listing is not a guarantee of a Partner's quality, and CIQRA may remove a listing at any time.
12. General
12.1 Non-exclusive. The programme is non-exclusive on both sides. CIQRA may work with other Partners and sell to any Merchant directly, including a Merchant a Partner has pitched, unless the Partner has registered that Merchant under Section 5.2.
12.2 Assignment; subcontractors. A Partner may not assign these terms or its rights without CIQRA's prior written consent. It is responsible for its subcontractors as for itself. CIQRA may assign these terms to an affiliate or a successor to its business.
12.3 Entire agreement. These terms, the Partner Order and the documents referred to are the entire agreement on the programme. Severability, waiver, force majeure and notices follow Sections 16.6 to 16.8 of the Terms of Service.
13. Changes
13.1 CIQRA may amend these terms under Section 14 of the Terms of Service. A change that is to a Partner's disadvantage takes effect for an existing Partner no earlier than 30 days after CIQRA notified it, on the date stated in the notice, and a Partner that does not agree may end participation before then without charge.
14. Governing law and jurisdiction
14.1 These terms, and any non-contractual obligations arising from them, are governed by the laws of the Republic of Estonia, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 15.5 of the Terms of Service, disputes are subject to the exclusive jurisdiction of Harju County Court (Harju Maakohus) in Tallinn, Estonia. Either side may seek urgent injunctive relief elsewhere to protect its intellectual property, confidential information or the security of the Services. Section 15 of the Terms of Service applies to disputes under this document, including Section 15.5 for a Merchant established in the United States, and this document does not depart from it.
14.2 These terms are drawn up in English, and the English version prevails over any translation, except where mandatory local law requires a version in another language to prevail for that market.
Contact: CIQRA OÜ, Veskiposti tn 2, 10138 Tallinn, Harju maakond, Estonia · info@ciqra.com