Merchant Agreement
CIQRA OÜ · Version 2.7 · Last updated: 3 November 2026
This Merchant Agreement is entered into between 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"), and the business that opens a Merchant account ("Merchant", "you"). It takes effect when you accept it during onboarding or first use the Services.
This Agreement supplements the Terms of Service. Terms defined in the Terms of Service have the same meaning here. The Payment Terms form part of this Agreement.
1. Scope and roles
1.1 Scope. This Agreement governs your use of the Services to operate a Storefront and, where you enable it, to accept payments through CIQRA Pay.
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 Shopper and are responsible for the goods and services, pricing, taxes, fulfilment, returns, warranties and refunds, and for all consumer, product and sector-specific legal obligations.
1.3 CIQRA Pay. CIQRA Pay is built on Stripe Connect. Payments from your Shoppers are charged directly to your own Stripe connected account, and CIQRA's platform fee is collected by Stripe from each transaction as an application fee. CIQRA is not a bank, payment institution, electronic money institution, money transmitter or escrow agent, and does not hold or take custody of your funds. The regulatory characterisation of CIQRA Pay is set out in the Payment Terms.
1.4 Stripe agreements. To use CIQRA Pay you must accept and remain bound by Stripe's applicable agreements, including the Stripe Services Agreement and the Stripe Connected Account Agreement, and must comply with Stripe's list of prohibited and restricted businesses. You cannot process transactions until Stripe has enabled your connected account. Those agreements are between you and Stripe and govern the payment relationship; on any conflict about payment mechanics (charges, settlement, payouts, disputes, reserves and recovery of funds), the Stripe agreements prevail over this Agreement. If Stripe suspends, restricts or closes your connected account, CIQRA Pay is suspended or terminated for you accordingly.
1.5 No misrepresentation. You must not misrepresent your relationship, or CIQRA's relationship, with Stripe, present CIQRA's fees as Stripe's fees or the other way round, or use Stripe's name or marks except as Stripe permits. Stripe and, where relevant, the 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.
1.6 Card-scheme rules. The rules of the card schemes and payment networks, and Stripe's rules, apply to your transactions and prevail over any conflicting provision of this Agreement to the extent they require.
1.7 Your own payment provider. If you connect a payment provider of your own instead of CIQRA Pay (including local providers such as iyzico, PayTR or a bank virtual POS), that provider's terms govern the payment relationship, CIQRA takes no payment fee on those transactions, and the provisions of this Agreement that are specific to CIQRA Pay (fees, payouts, reserves and chargeback handling) do not apply to them.
2. Onboarding, verification and sanctions
2.1 Onboarding and trader information. You must complete onboarding and provide the information CIQRA and Stripe request, including your name, address, telephone number and email address, identification and trade-register details and, where you use CIQRA Pay, your payment account and beneficial-ownership information. You must keep this information accurate and up to date. Where CIQRA is required by Article 30 of the Digital Services Act (Regulation (EU) 2022/2065) to obtain and assess trader information, CIQRA may request supporting documents, may display required trader information to Shoppers, and may suspend your ability to offer products or services until incomplete or inaccurate information is corrected.
2.2 Eligibility. You must be eligible under the Terms of Service and must not operate a business that is prohibited under the Acceptable Use Policy. CIQRA and Stripe may refuse, suspend or terminate onboarding.
2.3 Security. You are responsible for the security of your account and for your users, staff and integrations.
2.4 Sanctions and anti-money laundering. You represent and warrant, on a continuing basis, that you, your business, your beneficial owners and your goods and services are not the target of sanctions imposed by the European Union, the United States, the United Kingdom or the United Nations; that you will not use CIQRA Pay in breach of sanctions, anti-money-laundering, counter-terrorist-financing or export-control law; and that you are not established or operating in an embargoed jurisdiction. CIQRA Pay is available only in the countries Stripe supports for connected accounts. CIQRA and Stripe may screen you and your transactions and may hold funds, suspend or terminate where required by law, by Stripe or by a card scheme.
2.5 Changes to your business. You must promptly notify CIQRA, and keep your Stripe information up to date, of any material change to your business, including a change of control, ownership or beneficial owners, legal form, business model or product range, name, bank account, contact details or registered address, any insolvency or similar event, and any regulatory action against you.
3. Fees and taxes
3.1 CIQRA Pay rate. Each successful CIQRA Pay transaction is charged at the CIQRA Pay rate: one all-in rate per transaction, published on CIQRA's pricing page together with the charges that apply to particular transactions (such as international cards, currency conversion and disputes), or stated in your Order Form. The applicable rate is the one in effect at the time of the transaction. Where an Order Form you have accepted states a rate, that rate applies to your transactions from the effective date stated in it.
3.1A CIQRA's platform fee. With effect from 18 October 2026, CIQRA's fee for the use of the CIQRA platform is a flat 1.00% (100 basis points) of the amount of each successful CIQRA Pay transaction, the same on every plan, and it is the part of the CIQRA Pay rate that Stripe collects for CIQRA as an application fee. The remainder of the CIQRA Pay rate is Stripe's own processing fee for the transaction, which Stripe retains and which you bear as part of the CIQRA Pay rate; CIQRA does not charge any other commission on CIQRA Pay transactions.
3.2 How the rate is collected. The CIQRA Pay rate is deducted from each transaction on your connected account: Stripe retains the part that is its processing fee and collects the remainder for CIQRA as an application fee, which is CIQRA's fee for the use of the CIQRA platform. You are not charged card-processing fees for CIQRA Pay transactions in addition to the CIQRA Pay rate and the charges published with it.
3.3 Subscription fees. Your plan's subscription fee is billed under Section 3 of the Terms of Service, in the currency in which you subscribe. Where an Order Form states a fee in a particular currency, the invoice for that fee is issued in that currency.
3.4 Fee changes. CIQRA may change the CIQRA Pay rate and the charges published with it on at least 30 days' prior notice, or with immediate effect where a change is required by Stripe, a card scheme, a bank or the law, or is necessary to address fraud or a security risk. If you do not agree, you may stop using CIQRA Pay before the change takes effect.
3.5 Taxes on CIQRA's fees. Section 3.5(a) of the Terms of Service applies: CIQRA OÜ is not registered for VAT and does not charge VAT on its fees. Where the law of your country requires you, as the recipient, to account for VAT or a similar tax on CIQRA's fees, you do so. You bear any other taxes, duties and levies that apply to CIQRA's fees, other than taxes on CIQRA's income. You must provide any tax identification number that applies to you and keep it up to date.
3.6 Withholding. All amounts payable to CIQRA are payable without deduction or withholding for any tax. If the law requires you to deduct or withhold tax from a payment to CIQRA, the amount payable is increased so that CIQRA receives the amount it would have received had no deduction or withholding been required. You must pay the amount deducted to the tax authority on time and, on request, give CIQRA evidence of payment.
3.7 Tax-treaty relief. Where a double-taxation treaty reduces the rate of tax to be withheld, CIQRA will, on request, provide a certificate of Estonian tax residence and any certified translation required by the treaty procedure, so that you can apply the reduced rate. Please make the request before the first payment falls due, as in many countries the reduced rate cannot be applied retrospectively.
3.8 Customers outside Estonia. Section 3.5(b) of the Terms of Service applies. A customer established in any country subscribes with CIQRA on the same documents and pays in the currency shown at checkout; CIQRA's prices are set in US dollars. CIQRA OÜ is the seller and invoicing party for every customer.
3.9 Usage-based add-ons and AI credits. Where CIQRA offers an optional add-on that is consumed by measured usage, such as AI credits beyond the monthly allowance included in your plan: (a) the add-on is opt-in and the Services work without it; (b) usage is drawn from a usage counter recorded for your account; (c) the counter is visible to you in the dashboard, broken down by feature; and (d) if the counter is unavailable for a period, CIQRA does not estimate usage and does not charge for that add-on for that period. The rules for AI credits are in Section 5 of the AI Features Terms.
4. Payouts
4.1 Payout schedule. Your sales proceeds, net of the CIQRA Pay rate and the charges published with it, refunds, any reserve and any other amounts you owe, are paid by Stripe from your connected account to your linked bank account on Stripe's payout schedule. Stripe may apply a hold before your first payout. CIQRA does not impose any minimum payout amount beyond Stripe's own minimums.
4.2 Changes to payouts. CIQRA may ask Stripe to delay a payout or change the payout schedule where this is required to manage risk, fraud or chargeback exposure, to complete verification, to comply with the law, or at the request of Stripe, a bank or a competent authority. Where practicable and lawful, CIQRA will notify you.
4.3 Set-off. CIQRA and Stripe may deduct from your balance or future payouts: the CIQRA Pay rate and the charges published with it, CIQRA's other fees, refunds and reversals, chargebacks and related fees, reserve amounts, taxes that must be withheld and any other amounts you owe CIQRA. If your balance is insufficient, Section 7 applies.
4.4 Currency. Payouts are made in your settlement currency. Any currency conversion is performed by Stripe at the rate and on the terms Stripe applies.
5. Reserves
5.1 When a reserve may apply. CIQRA does not apply a reserve to low-risk Merchants by default. CIQRA may require a reserve, or adjust an existing one, where risk warrants it, including where there are elevated or rising chargeback, refund or fraud rates; a business model with a high-risk profile or long fulfilment times (such as pre-orders, deposits, tickets, travel or subscriptions); sudden increases in volume; disputes, investigations or incomplete verification; or a requirement from Stripe, a bank, a card scheme or a competent authority.
5.2 Types of reserve. A reserve may take the form of (a) a rolling reserve of up to 10% of processed volume, held for a rolling period of up to 90 days and then released; (b) a fixed reserve of a set amount; or (c) a hold of up to 100% of specific funds where fraud or serious risk is suspected. When CIQRA sets a reserve, it tells you the type, the amount or percentage, the reason and the conditions for release, unless giving that information would undermine fraud prevention or breach the law or card-scheme rules.
5.3 Purpose and release. A reserve secures your obligations for refunds, chargebacks, reversals, fees, negative balances and indemnities. Reserved funds are released when the risk period ends and no liability remains to be covered.
5.4 Interest. No interest is payable on reserved funds, except where the law requires it.
5.5 Further detail is set out in the Refund, Chargeback and Reserve Policy.
6. Refunds and chargebacks
6.1 Refunds. As merchant of record, you decide on and issue refunds in accordance with your published refund policy and mandatory consumer law, including the statutory right of withdrawal. Refunds are processed through Stripe against the original charge and deducted from your balance. On a full refund, CIQRA returns the part of the CIQRA Pay rate it collected as its application fee; on a partial refund, it returns that part in proportion to the amount refunded. The rest of the CIQRA Pay rate is not returned.
6.2 Chargebacks. A Shopper's card issuer may reverse a payment (a chargeback or dispute). The disputed amount and the dispute fee published with the CIQRA Pay rate are debited from your balance. You are responsible for chargebacks on your sales and for submitting evidence to contest them. CIQRA provides dispute tools but does not guarantee the outcome, which is decided by the card networks. Excessive chargebacks may lead to a reserve, suspension or termination.
6.3 CIQRA's liability. Liability for refunds and chargebacks on your sales rests with you. Where a refund or chargeback results from CIQRA's breach of the Terms of Service, the disputed or refunded amount and the dispute fee are a direct loss for which CIQRA is liable under, and subject to, Sections 11.1, 11.2 and 11.5 of the Terms of Service.
6.4 Liability for losses. Because CIQRA Pay uses direct charges to your connected account, Stripe is the loss-bearer of your connected account. Refunds, chargebacks, reversals, fines and negative balances on your transactions are debited by Stripe from your connected account, and any such amount that your balance cannot cover is a loss for Stripe and not for CIQRA; Section 6.3 states what CIQRA owes you where a refund or chargeback results from its own breach. CIQRA does not guarantee, advance or reimburse these amounts. You remain liable to Stripe and to the card networks for them under Stripe's agreements, and you remain liable to CIQRA for the fees and other amounts you owe CIQRA, to which Sections 4.3, 5 and 7 apply.
7. Negative balances and recovery
7.1 If refunds, chargebacks, reversals, fees or reserves exceed your available balance, your balance may become negative, and you must repay the shortfall promptly.
7.2 Stripe may recover a negative balance on your connected account as its agreements with you provide, and CIQRA may recover the amounts you owe CIQRA. Each of them may do so by withholding or setting off current or future payouts, by drawing on any reserve, by charging the payment method or bank account on file and, if the amount remains unpaid, by pursuing the debt, including through a collection agency, together with reasonable recovery costs and statutory interest.
7.3 No member of your management board and no beneficial owner personally guarantees your obligations to CIQRA unless a separate written guarantee is signed. This does not affect any obligation you or they may have towards Stripe under Stripe's agreements.
8. Statements, taxes and regulatory matters
8.1 Statements. CIQRA provides a transaction ledger and statements covering sales, fees, refunds, chargebacks, reserves and payouts. You are responsible for reconciling them and for your own bookkeeping.
8.2 Taxes on your sales. You are solely responsible for determining, collecting, reporting and paying all taxes on your sales and for issuing compliant invoices to your Shoppers. CIQRA's tax-calculation and invoicing tools are provided as an aid and are not tax advice; you must check their output against your own circumstances. Where local rules require electronic invoicing (for example, e-Fatura or e-Arşiv in Türkiye), the obligation to issue those invoices is yours, and CIQRA's templates and tools are not adapted to any particular country's invoicing rules.
8.3 Platform tax reporting (DAC7). On the basis of the Services as currently provided, in which each Storefront is operated by a single Merchant and CIQRA provides no surface through which Shoppers can discover or buy from multiple Merchants, CIQRA does not consider itself a reporting platform operator under Council Directive (EU) 2021/514 (DAC7). If CIQRA introduces marketplace functionality or a cross-merchant discovery service, it may request the seller information that DAC7 requires and report it to the Estonian Tax and Customs Board.
8.4 Deemed-supplier rules. Where a Merchant established outside the European Union sells goods to consumers in the European Union, or where imported consignments with an intrinsic value not exceeding EUR 150 are sold, EU VAT law may treat the platform as the supplier for VAT purposes. CIQRA may restrict such sales or require additional arrangements before permitting them.
8.5 Complaints. Merchants may raise complaints about CIQRA's services, decisions or measures through the complaint form available at /legal/complaint on their Storefront or by email to info@ciqra.com. CIQRA will consider each complaint and reply with its decision and reasons.
9. Data protection
9.1 For personal data of your Shoppers processed through your Storefront, you are the controller and CIQRA is your processor. The Data Processing Agreement governs that processing and forms part of this Agreement. For payment processing, Stripe acts under its own terms. CIQRA is the controller of the data it processes for its own purposes, such as Merchant account, billing and platform-security data, as described in the Privacy Policy.
9.2 You must have a lawful basis and give the required information notices for all Shopper data you collect, must handle data-subject requests for which you are responsible, and must configure marketing consent correctly, including confirmed (double) opt-in where required.
10. Compliance and enforcement
10.1 You must comply with the Acceptable Use Policy, the Terms of Service, Stripe's rules, card-scheme rules, sanctions and anti-money-laundering law, consumer and product law, and your tax and data-protection obligations.
10.2 Suspension and termination. CIQRA may suspend CIQRA Pay, hold funds, require a reserve or terminate CIQRA Pay (termination of the Services is governed by Section 13.1 of the Terms of Service) for risk, breach, fraud, excessive disputes or failed verification, or where required by Stripe, a bank or a competent authority. CIQRA will state its reasons in accordance with Section 7.2 of the Terms of Service. On termination, outstanding fees, chargeback exposure and reserves are settled before funds are finally released, and CIQRA may retain a reserve for up to 180 days after termination to cover late chargebacks and refunds.
11. Warranties, liability and 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 accept payments on behalf of third parties (including payment aggregation or factoring).
11.2 Liability. Sections 10 and 11 of the Terms of Service apply to this Agreement, except that amounts you owe under the fee, refund, chargeback, reserve and negative-balance provisions are not subject to any cap and remain payable in full.
11.3 Indemnity. Section 12.1 of the Terms of Service applies to claims and losses arising from your sales, chargebacks, refunds, content, taxes or breach of this Agreement.
12. Term, changes and governing law
12.1 This Agreement applies while you use the Services or CIQRA Pay and continues afterwards for as long as needed to settle payouts, reserves, chargebacks and recovery of amounts owed.
12.2 CIQRA may amend this Agreement in accordance with Section 14 of the Terms of Service. Material changes to payment terms take effect on at least 30 days' notice, or with immediate effect where required by Stripe, a card scheme, a bank or the law, or where necessary to address fraud or a security risk.
12.3 This Agreement is governed by Estonian law, and, 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, in accordance with Section 15 of the Terms of Service. Section 15 of the Terms of Service applies to disputes under this Agreement, including Section 15.5 for a Merchant established in the United States, and this Agreement does not depart from it.
Contact: CIQRA OÜ, Veskiposti tn 2, 10138 Tallinn, Harju maakond, Estonia · info@ciqra.com