CIQRA Pay — Payment Terms

DRAFT for legal review — not final, not in force. See 00-README. These Payment Terms form part of, and are incorporated into, the Merchant Agreement; on payment matters they are read together with it. Detailed fee/payout/reserve/refund mechanics are in the Merchant Agreement §§3–7 and the Refund/Chargeback/Reserve Policy. `` = lawyer to verify; [PAY-COUNSEL] = EU/Estonian payments-regulatory counsel to sign off before launch.

Provider: CIQRA OÜ, registry code 16465907, Tallinn, Estonia · Version: 1.0-draft · 2026-07-08

⚠️ Regulatory characterisation is load-bearing. The framing in §1 is what keeps CIQRA outside payment-institution licensing. It must not be diluted in marketing or product copy. [PAY-COUNSEL]

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1. What CIQRA Pay is — and is not (regulatory characterisation)

1.1 CIQRA Pay is a technology/software service, not a payment service. CIQRA Pay is the software layer (checkout UI, orchestration, dashboards, reporting) by which a Merchant integrates Stripe — a third-party, licensed payment service provider — into its Storefront. Stripe processes, acquires, and settles all card and other payment transactions. [Approach: PSD2 Art. 3(j) technical-service-provider exclusion; Recital 10.] [PAY-COUNSEL]

1.2 CIQRA does not touch the funds. CIQRA does not receive, hold, control, escrow, or settle buyer funds. Under Stripe Connect direct charges, each charge is created on the Merchant's own Stripe connected account; funds flow from the Customer, via Stripe, directly to the Merchant's Stripe balance and are paid out by Stripe to the Merchant's bank account. CIQRA is never in possession or control of the funds. [Approach: PSD2 "no possession of funds" test; Stripe direct-charge model.] [PAY-COUNSEL]

1.3 CIQRA's fee is a platform/software fee. CIQRA charges a platform/software fee (its commission/spread) for use of the CIQRA platform. Stripe collects this fee on CIQRA's behalf from the transaction (the Stripe application_fee). It is not a fee for money transmission or payment processing, and it is separate from Stripe's own processing fees.

1.4 CIQRA is NOT a bank, payment institution (PI), e-money institution (EMI), payment service provider, acquirer, money transmitter, money remitter, or escrow agent, and it does not operate a wallet, float, or client-funds account. Stripe (in the EEA, Stripe Payments Europe, Ltd., authorised by the Central Bank of Ireland) is the licensed provider of the regulated payment services. [PAY-COUNSEL]

1.5 Merchant is the merchant of record. The Merchant is the seller and merchant of record for all sales to its Customers, and owns the sales contract, pricing, taxes, fulfilment, refunds, and consumer-law obligations (Merchant Agreement §1). CIQRA does not set the terms of sale as principal and is not a party to the Customer↔Merchant contract.

1.6 Regulatory change (PSD3/PSR). PSD2 is expected to be replaced by PSD3 (Directive) and the Payment Services Regulation (PSR) — provisional political agreement 27 Nov 2025; expected Official Journal publication ~mid-2026; PSR applicability ~2026, PSD3 national transposition ~2028. The technical-service-provider framing above is expected to remain valid, but the exact exclusion wording must be re-reviewed against the final text. [PAY-COUNSEL — monitor PSD3/PSR final text.]

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2. The Stripe relationship (mandatory flow-down)

2.1 You contract with Stripe. To use CIQRA Pay you must accept, and remain bound by, the Stripe Services Agreement (SSA) and the Stripe Connected Account Agreement (SCAA), and Stripe's Restricted Businesses list. You must accept the applicable Stripe agreement in onboarding before your connected account can process any transaction. [Approach: Stripe SCAA mandatory-acceptance flow-down (SCAA, last modified 18 Nov 2025).]

2.2 Roles; CIQRA is not Stripe's agent. Stripe — not CIQRA — provides the regulated payment services. CIQRA is not Stripe's agent, cannot bind Stripe, and is not liable for Stripe's acts or omissions; likewise Stripe is not responsible for CIQRA's software. On any conflict about payment mechanics (charges, settlement, payouts, disputes, reserves, fund recovery), the Stripe agreements prevail.

2.3 Card-network and payment rules. You must comply with applicable card-network rules (Visa, Mastercard, etc.), Stripe's rules, and applicable law; these supersede any conflicting term to the extent required.

2.4 Stripe may act independently. Stripe may verify, restrict, hold funds for, suspend, or terminate your connected account under its own agreements; if it does, CIQRA Pay for you is affected accordingly.

2.5 Third-party beneficiary. Stripe (and, where relevant, card schemes and payment providers) are intended third-party beneficiaries of the provisions here that concern them.

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3. Onboarding, verification (KYC/KYB) and sanctions

3.1 Verification is a condition of access. You must provide accurate, complete business and beneficial-owner (UBO)/director identity and verification information, and promptly supply further documentation on CIQRA's or Stripe's request. Access to CIQRA Pay is conditional on successful Stripe verification (KYC/KYB), and CIQRA (as an online platform) additionally collects/verifies trader-traceability data under the DSA. ``

3.2 Sanctions & prohibited jurisdictions. You represent, on a continuing basis, that you, your owners and your Customers are not the target of, and you will not use CIQRA Pay in violation of, EU / US (OFAC) / UK / UN sanctions, AML/CTF or export-control law, and that you are not in an unsupported or embargoed jurisdiction.

3.3 Ongoing monitoring & suspension. CIQRA and Stripe may re-verify, restrict, suspend, or terminate access at any time — including for failed verification, sanctions/AML concerns, suspected fraud, elevated disputes, or a Restricted-Business breach — and may withhold funds pending review. You will cooperate with all risk/AML/audit requests as a condition of continued access.

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4. Fees, payouts, reserve, refunds, chargebacks (summary; full terms cross-referenced)

4.1 Fees. CIQRA's plan-tiered commission is collected by Stripe from each transaction as the application_fee, in addition to Stripe's own processing fees. Full fee schedule and change-notice: Merchant Agreement §3.

4.2 Payouts. Settlement runs Stripe → your connected account on Stripe's rolling schedule; CIQRA adds no separate payout minimum. Merchant Agreement §4.

4.3 Reserve (disclosed as Stripe requires). CIQRA may impose a risk-based reserve on your balance where risk warrants (indicatively a rolling reserve of up to 10% held for up to 90 days, or an up-to-100% hold on specific funds for suspected fraud), released per schedule or on resolution of the underlying risk, with a 180-day maximum hold consistent with Stripe's Reserves mechanism. Triggers, amounts and release conditions are disclosed when a reserve is set. Merchant Agreement §5; Refund/Chargeback/Reserve Policy. [Approach: Stripe Reserves API requires the reserve policy to be disclosed in the platform's Terms.]

4.4 Refunds & chargebacks are the Merchant's. You are solely liable for refunds, chargebacks, dispute/representment fees, fines, and negative balances arising from your transactions. On a full refund CIQRA returns its commission (refund_application_fee=true; pro-rata on partial). Merchant Agreement §6; Refund policy.

4.5 Recovery / set-off. You authorise CIQRA and Stripe to debit your balance, connected external account, or reserve to recover amounts owed (refunds, chargebacks, fees, negative balance); if unrecoverable, you remain liable to reimburse CIQRA on demand. Merchant Agreement §7.

4.6 Loss allocation (Stripe configuration). Depending on the Stripe Connect losses/liability configuration (losses_collector/losses.payments = stripe or application), unrecovered negative balances rest with Stripe or with CIQRA as platform; where CIQRA is loss-liable, Stripe may hold a Connect Reserve on CIQRA's platform balance and, after ~180 days of a persistent negative balance, sweep it. This does not change that you are the party ultimately liable to reimburse. ``

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5. Prohibited use

You must not use CIQRA Pay for a prohibited/restricted business (Stripe's Restricted Businesses list + CIQRA's Acceptable Use Policy), for payment aggregation/factoring or processing payments for third parties, or for unlawful, fraudulent, or sanctioned activity. Breach may lead to suspension, reserve, fund holds, and termination.

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6. Alternative (BYO) gateway

If you connect your own payment gateway instead of CIQRA Pay, that provider's terms govern the payment relationship, CIQRA takes no payment spread on those transactions, and §§1–5 (CIQRA Pay-specific) do not apply to them.

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7. Framing CIQRA will not use (internal guardrail — informative)

To preserve the characterisation in §1, CIQRA's product, marketing and support copy will avoid describing CIQRA as a "payment processor / PSP / acquirer / money transmitter / e-money issuer", or saying CIQRA "holds / settles / escrows / disburses your funds" or operates a "CIQRA wallet/balance", and will not route buyer funds into a CIQRA-controlled account before they reach the Merchant. [PAY-COUNSEL] [Approach: PSD2 red-flag list; EBA Q&A 2020_5355.]

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End of Payment Terms (draft). See: Merchant Agreement · Refund/Chargeback/Reserve Policy · Acceptable Use Policy · Subprocessor List.