Merchant Terms & Conditions and SaaS Agreement

1. Purpose

These General Terms define the conditions under which QwikEat Ltd makes available to the Merchant, on a professional basis, a digital ordering software solution provided as SaaS.

These terms exclusively govern a B2B relationship.

2. Definitions

• Merchant: any professional using the QwikEat solution to sell its products or services.
• End customer: any person purchasing from the Merchant.
• QwikEat Solution: SaaS digital ordering platform.
• Payment provider: third-party service chosen by the Merchant (e.g., Stripe).

3. Legal qualification – No marketplace

QwikEat acts exclusively as a software publisher and technical service provider.

QwikEat is not a seller, reseller, payment intermediary, funds receiver, agent, commission agent, or party to the sales contract between the Merchant and the End customer.

The Merchant acts in its own name and on its own account.

4. Merchant registration

Access to the Solution is reserved for legally established professionals.

The Merchant guarantees it has all legal authorizations required for its activity.

QwikEat reserves the right to refuse, suspend, or terminate an account in case of non-compliance.

5. Description of services

The QwikEat Solution notably enables:

• taking orders online,
• transmitting orders,
• managing channels (website, QR code, app, messaging),
• operational management tools.

QwikEat may evolve features for continuous improvement purposes.

6. Orders & customer relationship

Orders are concluded directly between the Merchant and the End customer.

The Merchant is solely responsible for:

• the products and services offered,
• prices and taxes,
• preparation and delivery,
• after-sales service,
• refunds and disputes.

7. Payments – Stripe – Merchant of Record

End customer payments are collected exclusively by the Merchant, via its own account with the payment provider of its choice (e.g., Stripe).

The payment account is opened in the Merchant's name. The payment agreement is concluded between the Merchant and the payment provider.

QwikEat does not collect, hold, or redistribute any funds.

The Merchant is recognized as Merchant of Record.

8. QwikEat fees

In consideration for the use of the Solution, the Merchant pays QwikEat service fees corresponding to:

• 2.5% of the total amount incl. taxes of each transaction actually collected by the Merchant,
• plus a fixed amount of EUR 0.50 excl. taxes per transaction.

Fees apply regardless of the order channel used.

9. Invoicing & VAT

QwikEat issues periodic invoices excluding taxes.

• EU Merchant (excluding Cyprus): VAT reverse charge – Article 44 of the EU VAT Directive.
• Non-EU Merchant: services outside the scope of EU VAT.

10. Refunds – cancellations – disputes

Refunds, cancellations, and disputes are exclusively the Merchant's responsibility.

Any payment provider fees are borne by the Merchant.

11. Chargebacks – fraud

The Merchant alone bears chargebacks, penalties, banking disputes, and any suspension of its payment account.

12. Liability

QwikEat is subject to an obligation of means regarding the availability of the Solution.

QwikEat cannot be held liable for the Merchant's products, services, legal obligations, or indirect damages linked to the Merchant's activity.

13. Regulatory compliance

The Merchant guarantees compliance with applicable regulations, including:

• display of prices incl. taxes,
• allergen information (INCO),
• food hygiene and safety,
• sale of alcohol (legal age).

14. Intellectual property

The QwikEat Solution is the exclusive property of QwikEat Ltd.

No transfer of rights is granted to the Merchant.

15. Personal data

The Merchant acts as the data controller.

QwikEat acts as the data processor in accordance with the GDPR.

Payment data is processed exclusively by the Merchant's provider.

16. Suspension – termination

QwikEat may suspend access in case of fraud, non-compliance, or security breach.

Each party may terminate at any time. Amounts due remain payable.

17. Force majeure

No party may be held liable in the event of force majeure.

18. Severability

The invalidity of a clause does not affect the validity of the other provisions.

19. Governing law – jurisdiction

These terms are governed by Cypriot law.

Any dispute is subject to the exclusive jurisdiction of the courts of Cyprus.