This Master Service Agreement governs the relationship between Eaty City OÜ and the Merchant for use of the UpWaiter Platform, including SaaS services, payment facilitation via Stripe Connect, and the Loyalty Program.
01Parties
1.1 Company
Eaty City OÜ, a private limited company (osaühing) duly incorporated under Estonian law, registered with the Estonian Commercial Register under number 17472625, with registered office at: Harju maakond, Tallinn, Kesklinna linnaosa, Tartu mnt 67/1-13b, 10115, Estonia ("Company").
1.2 Merchant
The legal entity accepting this Agreement electronically via click acceptance, registered in an EU Member State, with registration and VAT numbers provided during onboarding and verified via EU VIES system, with registered office at the address provided during onboarding ("Merchant").
02Definitions
- Platform: proprietary cloud-based SaaS solution operated by the Company
- Services: SaaS services, payment facilitation via Stripe Connect, marketing services, loyalty program management, reporting, and analytics
- Processing Fee: 2.95% of successfully completed gross transaction amount
- Marketing Fee: 5.5% of gross transaction amount for customer acquisition, retention, and loyalty management
- Cashback: Loyalty Points allocation equal to 5.5% of gross transaction amount
- Loyalty Points: internal accounting units for promotional purposes only; not electronic money, not stored value, not transferable, not redeemable for cash
- Settlement: automated transaction fund allocation via Stripe Connect
- Breakage: issued but unredeemed Loyalty Points
- Customer: end consumer purchasing from the Merchant
- Stripe Connect Account: payment account established by Merchant with Stripe, Inc.
03Scope of services
The Company provides:
- Access to the Platform
- Payment routing via Stripe Connect
- Loyalty & Cashback system
- Settlement reporting
- Analytics tools
The Company operates solely as a technology and marketing service provider, not as a bank, payment institution, or financial intermediary.
04Payment processing & agency model
4.1 Merchant authorizes Company to facilitate payments via Stripe Connect.
4.2 All Customer payments process through Stripe infrastructure.
4.3 Funds automatically split at Settlement into:
- Processing Fee
- Marketing Fee
- Merchant Net Amount
4.4 Company acts as commercial agent for limited payment facilitation purposes.
4.5 Marketing Fee becomes Company property upon Settlement.
4.6 Company does not hold client funds and does not maintain payment accounts.
05Fees & financial structure
5.1 Processing Fee
Merchant pays Processing Fee equal to 2.95% of each transaction.
5.2 Marketing Fee
Merchant pays Marketing Fee equal to 5.5% of gross transaction amount, constituting consideration for:
- Customer acquisition
- Retention
- Loyalty program
- Platform exposure
All Fees exclusive of VAT.
06Loyalty Program mechanics
6.1 Customers receive Loyalty Points equal to 5.5% of gross transaction amount.
6.2 Loyalty Points characteristics:
- Internal accounting units
- Cannot be transferred
- Cannot be exchanged for cash
- Cannot be withdrawn
- Do not represent monetary claims
6.3 Company may modify the program with 30 days' notice.
07Bonus redemption & compensation
7.1 When Loyalty Points are redeemed:
- Merchant grants a discount
- VAT calculated on discounted amount
7.2 Compensation handled via netting against future Marketing Fees. No separate payout obligation arises.
08VAT & taxation
8.1 Services are B2B.
8.2 Reverse charge applies under EU VAT rules.
8.3 Merchant responsible for:
- VAT reporting
- Fiscal compliance
8.4 Company responsible for Estonian tax compliance.
09Accounting treatment
Merchant acknowledges:
- Gross revenue equals full transaction amount
- Marketing Fee equals operating expense
- Processing Fee equals service expense
10Breakage
Unused Loyalty Points:
- Remain Company property
- Constitute earned revenue
Merchant has no claim.
11Regulatory status
Company:
- Is not an electronic money institution
- Is not a payment institution
- Does not accept deposits
The model follows PSD2 commercial agent logic.
12Merchant representations
Merchant confirms:
- Legal registration
- Valid VAT
- Compliance with tax law
- Compliance with consumer law
13Data protection
Parties comply with GDPR under General Data Protection Regulation. Data Processing Addendum applies (Annex 3).
14Limitation of liability
14.1 Liability cap: Fees paid in last 12 months.
14.2 No liability for:
- Indirect damages
- Lost profit
- Business interruption
15Term & termination
15.1 Effective upon click acceptance.
15.2 Minimum term: 12 months.
15.3 Termination: 60 days' notice.
15.4 Upon termination:
- Fees remain payable
- Loyalty Points expire
16Amendments
Company may modify Agreement with 30 days' notice via Platform. Continued use signifies acceptance.
17Governing law
Governing law: Estonia
Jurisdiction: Harju County Court
18Digital acceptance
Agreement concluded electronically via click acceptance and is legally binding under eIDAS Regulation.