This Merchant Agreement ("Agreement", "Terms of Service") governs access to and use of the Komerza Platform and related Services operated by UAB Komerza, a private limited company incorporated under the laws of the Republic of Lithuania (legal entity code 307395204), registered at Giedraičių g. 39, R53, Vilnius, LT-09302, Lithuania ("Komerza", "we", "our", or "us").
By creating an account or using the Services, the merchant ("you", "your") agrees to these Terms.
1. Definitions
"Services" means all products, software, APIs, hosting, site-building tools, AI assistance, and integrations provided by Komerza through its platform and associated domains.
"PSP" means any third-party payment service provider integrated into the platform (e.g., Stripe, SumUp, PayPal, Authorize.net, Cash App, NOWPayments).
"Merchant" means the business or individual using Komerza's Services to build, host, or operate an online store.
2. Account Registration
You must be at least 18 years of age and legally capable of entering into binding contracts. You are responsible for ensuring the accuracy of your registration data and compliance with applicable law and PSP policies.
3. Services Provided
- Builder & Hosting. AI-assisted creation of merchant sites, deployed to Fly.io-hosted ephemeral servers under mykomerza.com.
- Custom Domains. Supported via Cloudflare Custom Hostnames.
- Fulfilment. Automated delivery or file-based fulfilment tools.
- Email Marketing. Optional add-on (monthly flat rate) requiring verified sending domain.
- Integrations. Merchants connect their own PSP accounts or credentials to process payments.
All Services are provided on an "as available" basis; uptime may vary due to third-party dependencies (Fly.io, Cloudflare, Hetzner, AWS).
4. Merchant Responsibilities
You agree to:
- Maintain valid PSP credentials and comply with their terms and AML/CTF obligations.
- Use the Services only for lawful, ethical commerce consistent with Lithuanian and EU law.
- Handle customer support, refunds, and consumer compliance directly.
- Prevent misuse of your store, including fraud, phishing, or abuse.
Komerza may suspend access immediately if required by a PSP, regulator, court order, or law-enforcement agency, or if continued operation poses material regulatory, reputational, or financial risk. Komerza may also disclose relevant activity or information to PSPs or competent authorities to comply with AML/CTF or other regulatory obligations under EU and Lithuanian law.
5. No Custody of Funds & PSP Relationships
Komerza never takes custody of funds at any time. We are not a payment processor, custodian, or escrow service. All transactions occur directly between you and your chosen PSP.
Payments and settlements occur externally; Komerza does not receive, hold, or transmit funds. This structure is strictly maintained to ensure compliance with relevant financial regulations including MiCA.
Komerza shall not be liable for suspension, limitation, or termination actions initiated by a PSP or regulator.
6. Subscription Charges
Plans are billed monthly or annually in advance via Komerza's billing system (Revolut Bank UAB). Add-ons (e.g., email marketing) are billed separately. Komerza does not charge transaction fees.
All prices exclude VAT unless otherwise stated. Komerza may modify prices where required by law or regulatory guidance or upon 15 days' prior notice for material changes. Failure to pay results in automatic suspension until payment is restored.
7. Data & Storage
- Merchants retain all rights to uploaded content.
- Komerza stores limited buyer metadata (email, IP, user agent) solely for transaction records.
- Files are hosted on Cloudflare R2; analytics and logs use Sentry (EEA).
- Temporary deployment logs are retained up to 30 minutes; orchestration metadata until account deletion.
- Site project files are stored encrypted on R2. No personal or merchant data is transferred outside the EEA without lawful safeguards (e.g., SCCs).
- For personal data of buyers processed on behalf of merchants, Komerza acts as a data processor under Article 28 GDPR; merchants remain data controllers.
Processing is subject to the Komerza Data Processing Addendum (DPA) available at legal.komerza.com/dpa.
8. Prohibited Activities
You may not use the Services to:
- Sell goods or services prohibited by law or by PSPs (see komerza.com/legal/aup);
- Engage in money-laundering, unlicensed financial services, or crypto-mixing;
- Send spam or unsolicited communications through Komerza systems;
- Host or distribute defamatory, pornographic, or IP-infringing material;
- Manipulate or interfere with PSP integrations or merchant reviews.
Violation may result in immediate suspension and account termination without refund.
9. Termination
Komerza may suspend or terminate access:
- For breach of this Agreement or PSP rules;
- When required by a PSP, regulator, or court;
- If your activity presents fraud, abuse, or systemic risk.
Where feasible, Komerza will provide prior notice; however, immediate suspension may occur where required by PSPs or regulators.
Upon termination, data is retained up to 90 days unless otherwise required by law. Upon request, Komerza shall provide merchants with a statement of reasons for any termination or suspension, except where prohibited by law or PSP confidentiality.
10. Liability & Indemnity
To the fullest extent permitted by law, Komerza's total liability to you for any claim is limited to the greater of €1 or the total fees paid by you in the preceding twelve (12) months.
Komerza is not liable for indirect, consequential, incidental, or punitive damages.
You shall indemnify and hold harmless Komerza, its directors, officers, and affiliates from any claims arising from your breach of law, misuse of the Services, or customer disputes.
11. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the Republic of Lithuania.
All disputes between Komerza and merchants who are legal entities or registered businesses shall be finally settled by arbitration under the Vilnius Court of Commercial Arbitration (VCCA), seat in Vilnius, arbitration language Lithuanian, with translation to English available upon request. The arbitral award shall be final and binding.
If you are a sole trader or natural person, you may instead bring proceedings before the Vilnius District Court in Lithuania. No other jurisdiction shall apply.
12. Modifications
Komerza may update these Terms by publishing an updated version at komerza.com/legal/terms. Material changes will be notified at least fifteen (15) days in advance, unless earlier implementation is required by law, a PSP, or security considerations. Continued use after the effective date constitutes acceptance.
13. Force Majeure
Komerza is not liable for delay or failure due to events beyond its control, including but not limited to: pandemics, epidemics, acts of government, regulatory action, failures of underlying third-party providers (including PSPs, hosting or infrastructure providers), internet or network outages, DDoS attacks, or natural disasters.
14. Miscellaneous
- No Agency. Nothing herein creates an agency, partnership, or employment relationship.
- Severability. Invalid clauses do not affect the validity of the remainder.
- Entire Agreement. This document constitutes the full agreement between you and Komerza regarding the Services.
- Notices. Notices shall be deemed received when sent to the merchant's registered email address or Komerza's official address as listed herein.
- Survival. Sections 9–11 and 13–14 shall survive termination of this Agreement.