MERCHANT TERMS AND CONDITIONS

zynterra EOOD

zynterra EOOD (Еднолично дружество с ограничена отговорност) UIC: 208066407 | VAT: BG208066407 Address: Sofia Park, Blok 121, Apt. 3, 1766 Sofia, Bulgaria Email: info@zynterra.com

SECTION I -- GENERAL PROVISIONS (Art. 1--3)
SECTION II -- PAYMENT SERVICES (zynterra Pay) (Art. 4--12)
SECTION III -- SUBSCRIPTION PLANS AND FEES (Art. 13--16)
SECTION IV -- DOMAIN AND STOREFRONT (Art. 17--19)
SECTION V -- DELIVERY SERVICES (Art. 20--30)
SECTION VI -- CURRENCY CONVERSION (Art. 31)
SECTION VII -- INVOICING (Art. 32--34)
SECTION VIII -- zynterra POS (Art. 35--38)
SECTION IX -- VIBER MESSAGING SERVICE (Art. 39--47)
SECTION X -- AI-POWERED TOOLS (Art. 48--52)
SECTION XI -- EMAIL MARKETING (Art. 53)
SECTION XII -- REFUNDS AND RETURNS (Art. 54--58)
SECTION XIII -- REFERRAL PROGRAM (Art. 59--61)
SECTION XIV -- ACCEPTABLE USE AND PROHIBITED ACTIVITIES (Art. 62--65)
SECTION XV -- ACCOUNT SECURITY (Art. 66)
SECTION XVI -- CONFIDENTIALITY (Art. 67--68)
SECTION XVII -- LIABILITY AND INDEMNIFICATION (Art. 69--74)
SECTION XVIII -- INTELLECTUAL PROPERTY (Art. 75--79)
SECTION XIX -- DATA PROTECTION (Art. 80--83)
SECTION XX -- P2B TRANSPARENCY (Art. 84--89)
SECTION XXI -- DIGITAL SERVICES ACT (Art. 90)
SECTION XXII -- TAX COMPLIANCE (Art. 91--94)
SECTION XXIII -- LOYALTY PROGRAMS (Art. 95)
SECTION XXIV -- VALIDITY AND TERMINATION (Art. 96--100)
SECTION XXV -- MODIFICATIONS (Art. 101--102)
SECTION XXVI -- FORCE MAJEURE (Art. 103)
SECTION XXVII -- GOVERNING LAW (Art. 104)
SECTION XXVIII -- MISCELLANEOUS (Art. 105--111)
ANNEX 1 -- DATA PROCESSING AGREEMENT

SECTION I -- GENERAL PROVISIONS

Article 1 -- Subject Matter

1.1. These Merchant Terms and Conditions ("Terms") govern the relationship between zynterra EOOD ("zynterra") and any natural or legal person who registers for and uses the zynterra platform ("Merchant").

1.2. zynterra operates a hosted software-as-a-service ("SaaS") e-commerce platform (the "Platform") that enables Merchants to create and operate online storefronts, manage products and inventory, process and fulfill orders, accept payments through integrated payment services, manage logistics and shipping, operate a mobile point-of-sale (POS) application, and send transactional and promotional messages via Viber.

1.3. zynterra provides the technical infrastructure and tools described in these Terms. zynterra is NOT a party to any sale, purchase, or other transaction between a Merchant and an End User. zynterra does not act as a seller, reseller, distributor, or marketplace operator. The Merchant is the sole seller of goods and services offered through its storefront.

1.4. zynterra does not guarantee any level of sales, traffic, or commercial success for the Merchant.

1.5. These Terms apply to all services provided through the Platform, unless expressly provided otherwise in a separate agreement between the parties.

Article 2 -- Definitions

For the purposes of these Terms, the following definitions shall apply:

"zynterra Platform" or "Platform" means the hosted SaaS e-commerce platform operated by zynterra, including all software, APIs, admin panels, storefronts, mobile applications, and related services provided under these Terms, accessible at https://zynterra.com and through its subdomains.

"zynterra EOOD" or "zynterra" means zynterra EOOD, a single-member limited liability company (ЕООД) registered in Bulgaria under UIC 208066407, with VAT number BG208066407 and registered address at Sofia Park, Blok 121, Apt. 3, 1766 Sofia, Bulgaria.

"Registered Merchant" means a natural or legal person who has completed the registration process on the Platform and has been granted access to all Platform features, with the exception of card payment processing (which requires Verified Merchant status).

"Verified Merchant" means a Registered Merchant who has successfully completed the identity verification and know-your-customer ("KYC") process administered by Stripe and has been approved to accept card payments through zynterra Pay.

"End User" means any natural or legal person who visits, browses, or makes a purchase from a Merchant's storefront on the Platform.

"Storefront" or "Online Store" means the Merchant's website generated and hosted through the Platform, through which the Merchant offers goods and/or services to End Users.

"Stripe" means Stripe Technology Europe Limited, or any of its affiliates, which provides the underlying payment processing infrastructure for zynterra Pay.

"zynterra Pay" means the white-label online payment processing service offered by zynterra, powered by Stripe, enabling Merchants to accept credit card, debit card, and other electronic payment methods from End Users through the online storefront checkout, and to receive payouts.

"zynterra POS" means the mobile point-of-sale application for iOS and Android devices provided through the Platform, enabling Merchants to conduct sales at physical locations, including accepting contactless card payments (Tap to Pay) directly on the mobile device.

"Delivery Partner" means any third-party logistics or courier company integrated with the Platform for the purpose of shipping and delivering Merchant goods, including but not limited to Speedy, Sameday, and BOX NOW.

"Admin Panel" means the web-based administration interface provided to Merchants for managing their storefront, products, orders, settings, and account, accessible at https://{domain}/admin.

"AWB" (Airway Bill) means the shipping label and tracking document generated through the Platform for each shipment dispatched via a Delivery Partner.

"COD" (Cash on Delivery) means a payment method whereby the End User pays the purchase price in cash or by card at the point of delivery to the courier.

"GMV" (Gross Merchandise Value) means the total value of all orders processed through a Merchant's storefront during a given period, including shipping fees and taxes, before any deductions, refunds, or cancellations.

"Account" means the individual user profile of the Merchant on the Platform, created upon registration.

"Staff Members" means natural persons to whom the Merchant has granted access to the Admin Panel with defined roles and permissions. The Platform supports the following roles: Owner, Administrator, Moderator, Sales Agent, Editor, and POS Operator. The specific permissions associated with each role are described in the Admin Panel.

"Subscription Plan" means the plan selected by the Merchant, determining the scope of available features and applicable fees, in accordance with the terms of Section III.

"Data Processing Agreement" (DPA) means the agreement governing the processing of personal data between zynterra and the Merchant, constituting Annex 1 to these Terms.

"KYC" (Know Your Customer) means the identity verification process for the Merchant and its beneficial owners, conducted through Stripe.

"Parties" means zynterra and the Merchant, considered jointly.

"Force Majeure" means an unforeseeable and unavoidable event of an extraordinary nature within the meaning of Article 306(2) of the Bulgarian Commercial Act.

Article 3 -- Acceptance

3.1. These Terms become legally binding upon the Merchant at the moment the Merchant creates an account on the Platform. By completing the registration process, the Merchant confirms that they have read, understood, and agree to be bound by these Terms in their entirety, including all annexes and supplements thereto.

3.2. The Merchant confirms that they have read and accepted:

(a) These Terms;

(b) The zynterra Privacy Policy;

(d) The Data Processing Agreement (Annex 1).

3.3. The Terms are deemed accepted at the moment the Merchant checks the consent box in the registration form and clicks the account creation button.

3.4. The Merchant must be at least eighteen (18) years of age, or the age of legal majority in their jurisdiction of residence, whichever is higher.

3.5. The Merchant must provide accurate, current, and complete information during the registration process and must promptly update such information if it changes.

3.6. If the Merchant registers on behalf of a legal entity, the Merchant represents and warrants that they have the authority to bind such legal entity to these Terms. The Merchant must use the correct and complete legal name of the entity as registered with the applicable commercial registry.

3.7. zynterra reserves the right to refuse registration or to suspend or terminate the account of any Merchant who provides false, misleading, or incomplete information.

3.8. zynterra may require the Merchant to re-accept these Terms upon the introduction of material amendments, in accordance with the procedure set out in Section XXV.

SECTION II -- PAYMENT SERVICES (zynterra Pay)

Article 4 -- Overview of zynterra Pay

4.1. zynterra Pay is a white-label payment processing service built on the Stripe platform. It enables Merchants to accept credit card, debit card, and other electronic payment methods from End Users.

4.2. zynterra is NOT a payment service provider within the meaning of the Payment Services and Payment Systems Act (Закон за платежните услуги и платежните системи, "ЗПУПС") and does not carry out activities requiring a license from the Bulgarian National Bank. Payment services are provided exclusively by Stripe in its capacity as a licensed payment service provider.

4.3. Through zynterra Pay, the Merchant gains access to a connected account (Connected Account) in Stripe, through which End User payments are processed.

4.4. zynterra Pay is available exclusively to Verified Merchants who have completed the Stripe KYC verification process.

Article 5 -- Stripe KYC Verification

5.1. To activate zynterra Pay and accept card payments, the Merchant must complete the KYC verification process administered by Stripe. This process is initiated through the Admin Panel and is conducted entirely by Stripe. The Merchant must provide the required information and documents, including but not limited to: legal entity details, registered address, identity documents for the legal representative and beneficial owners, and bank account details.

5.2. Upon successful verification, a connected account (Connected Account) is created for the Merchant in Stripe.

5.3. By activating zynterra Pay, the Merchant agrees to be bound by:

(a) The Stripe Services Agreement, as published at stripe.com/legal; and

(b) The Stripe Connected Account Agreement, as published at stripe.com/legal/connect-account.

5.4. The Merchant acknowledges that Stripe may request personal identification documents, proof of business registration, beneficial ownership information, bank account details, and other information as required by applicable anti-money laundering and financial regulations.

5.5. zynterra does not control the KYC process, its requirements, or its outcome. Stripe may approve, reject, or request additional information from the Merchant at its sole discretion.

5.6. The Merchant is obligated to keep the information in their Stripe account up to date and to notify zynterra immediately of any change in circumstances subject to KYC verification.

5.7. zynterra reserves the right to refuse activation of zynterra Pay or to suspend access to the service if the Merchant fails to successfully complete KYC verification or does not meet Stripe's requirements.

Article 6 -- Payment Processing and Data Handling

6.1. When an End User makes an online payment, the amount is processed by Stripe and transferred to the Merchant's connected account, in accordance with Stripe's timelines and conditions.

6.2. During the Stripe KYC process, all personal and financial data submitted by the Merchant is collected, processed, and stored directly by Stripe in accordance with Stripe's privacy policy.

6.3. zynterra does not process, store, or have access to the credit or debit card data of End Users. All card data is processed directly by Stripe in compliance with the PCI DSS standard.

6.4. zynterra does not receive, store, or process the Merchant's sensitive personal or financial information submitted during KYC. zynterra has access only to basic public corporate information (such as company name and registration number) and the verification status of the Merchant's account.

6.5. The Merchant acknowledges that zynterra shall not be liable for any temporary interruptions, delays, or errors in payment processing caused by Stripe or by third parties (e.g., issuing banks, card networks).

Article 7 -- Fees for Card Payment Processing

7.1. For each successful card transaction processed through zynterra Pay, a processing fee is charged by Stripe in accordance with Stripe's prevailing pricing for the European Economic Area. Standard fees for EEA-issued cards are 1.5% of the transaction amount plus EUR 0.25 per transaction. Non-EEA card fees may differ. Current fee rates are available at https://stripe.com/pricing.

7.2. Stripe processing fees are deducted automatically from the transaction amount before the funds are credited to the Merchant's connected Stripe account.

7.3. zynterra does not charge any additional fees on card transactions. zynterra does not receive a commission from the processing of card payments through Stripe. The Stripe fees are pass-through charges and are not marked up by zynterra.

7.4. The Merchant acknowledges that Stripe may change its pricing at any time in accordance with Stripe's own terms. zynterra shall use reasonable efforts to notify the Merchant of material changes to Stripe's pricing, but is not responsible for changes imposed by Stripe.

Article 8 -- Set-Off of Fees

8.1. The Merchant irrevocably authorizes zynterra to deduct all fees owed under these Terms -- including but not limited to subscription fees, GMV overage fees, shipping fees, COD handling fees, Viber messaging fees, and any other amounts due -- from the Merchant's payouts by way of set-off (прихващане) under Article 103 of the Bulgarian Obligations and Contracts Act (Закон за задълженията и договорите, "ЗЗД"). For the avoidance of doubt, Stripe card processing fees are deducted by Stripe directly from the transaction amount and are not part of this set-off mechanism.

8.2. The set-off shall be applied automatically at the time of each payout, through Stripe's mechanisms (Application Fees, Transfers, or analogous instruments) on the due date of the respective obligation. The Merchant shall receive the net amount after all applicable deductions.

8.3. In the event that the available funds in the Merchant's Stripe account are insufficient to cover the amounts due, zynterra shall be entitled to:

(a) Defer the set-off until sufficient funds have accumulated;

(b) Apply the outstanding balance to the next payment;

8.4. The set-off under this Article does not constitute a payment service within the meaning of the ЗПУПС. It is agreed between the parties as a method of extinguishing reciprocal obligations of the same kind in accordance with the general rules of civil law.

Article 9 -- COD Collection

9.1. For orders where the End User selects cash on delivery (COD) as the payment method, the courier company collects the amount due on behalf of the Merchant.

9.2. zynterra acts as the Merchant's agent (пълномощник) in receiving the collected COD amounts from the courier company. The Merchant hereby expressly authorizes zynterra to receive these amounts on the Merchant's behalf and for the Merchant's account.

9.3. The relationship under Article 9.2 is governed by the rules of the Bulgarian Obligations and Contracts Act (ЗЗД) regarding the mandate agreement (чл. 280--292 ЗЗД), and NOT by the Payment Services and Payment Systems Act (ЗПУПС) or Directive (EU) 2015/2366 (PSD2).

9.4. zynterra shall remit the collected COD amounts to the Merchant's designated bank account (IBAN), after deducting all applicable fees and commissions, in accordance with the settlement timelines set forth in Article 26.

9.5. zynterra does not advance, lend, or pre-finance any COD amounts to the Merchant. The Merchant shall receive COD funds only after they have been actually received by zynterra from the Delivery Partner.

Article 10 -- Multi-Currency Support

10.1. zynterra Pay, as a white-label implementation of the Stripe platform, supports multi-currency transactions. Merchants may accept payments in currencies supported by Stripe, subject to Stripe's policies and availability.

10.2. Exchange rates displayed on the Platform or in the Admin Panel are indicative only and are not guaranteed. Actual exchange rates applied to transactions are determined by Stripe at the time of processing.

Article 11 -- Reserve and Holding of Funds

11.1. zynterra and/or Stripe reserve the right to hold funds from the Merchant's connected account for a specified period (reserve) in the following cases:

(a) An elevated number of chargeback requests;

(b) Suspected violation of these Terms or the Stripe Services Agreement;

(d) A request from a competent authority or by virtue of applicable law.

11.2. zynterra shall notify the Merchant of the holding of funds and the reasons therefor within a reasonable period, unless notification is prohibited by applicable law.

Article 12 -- Payment Institution Disclaimer and Stripe Agreement

12.1. zynterra is NOT a payment institution, electronic money institution, or any other type of regulated financial services provider under Bulgarian law, Directive (EU) 2015/2366 (PSD2), or any other applicable legislation.

12.2. zynterra does not hold, custody, or manage Merchant funds in connection with card payments. All card payment funds are held and managed by Stripe in accordance with Stripe's terms and applicable financial regulations.

12.3. zynterra shall not be liable for Stripe's decisions to refuse, suspend, or terminate the Merchant's account, nor for any losses arising from Stripe's actions or omissions.

12.4. In the event of a dispute between the Merchant and Stripe, zynterra may assist in its resolution but does not assume any obligation as to a particular outcome.

12.5. The Merchant acknowledges that the Stripe agreements referenced in Article 5.3 may be amended by Stripe from time to time without prior notice from zynterra. It is the Merchant's responsibility to review and remain informed of the current Stripe terms.

12.6. In the event of a conflict between these Terms and the Stripe agreements with respect to payment processing, the Stripe agreements shall prevail.

12.7. The Merchant undertakes not to circumvent the payment integration of zynterra Pay and not to direct End Users to alternative payment methods outside the Platform, unless expressly authorized by zynterra.

SECTION III -- SUBSCRIPTION PLANS AND FEES

Article 13 -- Subscription Plans

13.1. zynterra offers the following subscription plans: Free Forever, Flex, Scale, Pro, Max, and Enterprise. Each plan determines the set of available features, GMV limits, and the amount of the monthly/annual subscription fee. All plans provide full access to Platform features -- the only limitation is the monthly GMV cap.

13.2. Each subscription plan includes a defined set of features, capabilities, and usage limits. The complete and current details of each plan, including pricing and included features, are published in the Admin Panel and on the zynterra website at https://zynterra.com/pricing and are considered an integral part of these Terms.

13.3. The Merchant may upgrade or downgrade their subscription plan at any time through the Admin Panel. Upgrades take effect immediately. Downgrades take effect at the beginning of the next billing cycle.

13.4. The Flex plan charges a 3% application fee on GMV in lieu of a fixed monthly subscription fee.

Article 14 -- GMV Limits and Overage

14.1. Each subscription plan (except Flex) includes a monthly GMV cap. The applicable GMV cap for each plan is published in the Admin Panel.

14.2. If the Merchant's monthly GMV exceeds the cap included in their subscription plan, an overage fee of 3% (three percent) of the excess GMV, calculated on amounts exclusive of VAT, shall be charged. This overage fee is calculated on the same basis as the Flex plan application fee.

14.3. The overage fee is charged automatically on a monthly basis and deducted from the Merchant's funds in accordance with the procedure set out in Article 8.

14.4. The GMV counter resets on the first (1st) calendar day of each month at 00:00 UTC.

Article 15 -- Billing and Payment

15.1. Subscription fees are billed monthly in advance and charged automatically to the payment method on file in the Merchant's account, or via set-off from the Merchant's Stripe account funds.

15.2. Overage fees (Article 14) and other variable fees are billed monthly in arrears.

15.3. The Merchant is obligated to maintain a valid payment method on the Platform. In the event of a failed payment, zynterra shall notify the Merchant and may restrict access to certain features until the payment is resolved.

15.4. Suspension of access due to non-payment does not constitute termination of these Terms. All fees continue to accrue during any period of suspension, and the Merchant remains liable for all outstanding amounts.

15.5. The subscription renews automatically for a new period unless the Merchant terminates it before the expiration of the current period, in accordance with the procedure set out in Section XXIV.

Article 16 -- Payout Frequency

16.1. Payouts of funds from card payments are made via the Merchant's connected Stripe account by bank transfer through SEPA (Single Euro Payments Area) in euros (EUR). Payouts of funds from COD collections are made to the Merchant's designated bank account (IBAN).

16.2. Payout frequency depends on the Merchant's subscription plan:

(a) Free Forever: Weekly payouts;

(b) Flex, Scale, Pro, Max, Enterprise: Daily payouts.

16.3. The specific payout frequency for each plan is published at https://zynterra.com/pricing.

16.4. The Merchant is solely responsible for providing and maintaining accurate and current banking details. zynterra shall not be liable for any delay, loss, or misdirection of funds resulting from incorrect banking information provided by the Merchant.

16.5. zynterra reserves the right to change the payout frequency with at least fifteen (15) calendar days' prior notice.

SECTION IV -- MERCHANT DOMAIN AND STOREFRONT

Article 17 -- Domain Registration

17.1. Upon registration on the Platform, the Merchant may:

(a) Purchase a new domain through zynterra (via the registrar partner NETIM); or

(b) Transfer or connect an existing domain owned by the Merchant.

17.2. Regardless of the method of acquisition, the domain is the Merchant's property. zynterra acts solely as a technical intermediary in the registration and configuration of the domain.

17.3. Domain registration and renewal fees are published in the Admin Panel. Domains are set to auto-renew by default. zynterra shall send renewal reminders at least forty (40) days prior to the domain expiration date.

17.4. If the Merchant wishes to transfer a domain away from the Platform, zynterra shall provide the authorization code (auth-code/EPP code) within thirty (30) days of the Merchant's written request.

17.5. Upon termination of the account, the Merchant retains full rights to the domain and may transfer it to another registrar or hosting provider.

17.6. DNS records for domains used with the Platform are managed by zynterra to ensure correct routing and SSL certificate provisioning. The Merchant may not modify DNS records that are required for Platform operation.

17.7. The Merchant is obligated to comply with the rules of the applicable domain registrar and of ICANN (Internet Corporation for Assigned Names and Numbers), where applicable.

Article 18 -- Storefront

18.1. The Platform provides each Merchant with a dedicated online storefront accessible via the Merchant's domain or a zynterra-provided subdomain. zynterra provides the technical environment, hosting, and infrastructure for the storefront, including: design templates, product and category management, shopping cart, checkout page, order management, and customer accounts.

18.2. zynterra is not a seller, co-seller, or marketplace operator.

18.3. The Merchant is solely responsible for the accuracy, completeness, and legality of all information published on their storefront, including but not limited to product descriptions, prices, images, stock availability, promotional terms, and legal notices. zynterra does not review or pre-approve content published by the Merchant.

18.4. The Merchant is solely responsible for maintaining accurate inventory data and ensuring synchronization between their storefront and actual stock levels.

18.5. The Merchant is obligated to provide on their Storefront all legally required legal documents, including: general terms of sale for End Users, privacy policy, cookie policy, return and complaints policy, and identification information of the Merchant in accordance with Article 4 and Article 5 of the Bulgarian Electronic Commerce Act (ЗЕТ) and Article 47 of the Bulgarian Consumer Protection Act (ЗЗП).

18.6. zynterra provides legal document templates for the Storefront as a convenience to the Merchant. These templates are for informational purposes only and do not constitute legal advice. The Merchant bears full responsibility for the compliance of the legal documents on their store with applicable law.

Article 19 -- Staff Roles and Access

19.1. The Platform supports the following staff roles with varying levels of access: Owner, Administrator, Moderator, Sales Agent, Editor, and POS Operator. The specific permissions associated with each role are described in the Admin Panel.

19.2. The Merchant is solely responsible for the assignment of roles to its staff members and for all actions performed by staff members using the Platform, including but not limited to:

(a) Changes to store settings;

(b) Processing orders and managing products;

(d) Any other action performed through the Merchant's Account.

19.3. The Merchant bears vicarious liability (within the meaning of Article 49 of the ЗЗД) for the acts and omissions of all persons to whom the Merchant grants access to its account, including but not limited to employees, contractors, and agents. This liability cannot be limited or excluded with respect to zynterra.

19.4. Sharing of login credentials between staff members is strictly prohibited. Each staff member must have an individual account with a unique email address and password.

19.5. The Merchant is obligated to immediately deactivate access for Staff Members who should no longer have access to the Platform.

SECTION V -- DELIVERY SERVICES

Article 20 -- Delivery Partner Integration

20.1. zynterra maintains framework agreements with Delivery Partners, currently including Speedy (Спиди АД), Sameday (Сейм Дей Куриер ЕООД), and BOX NOW (Бокс Нау България ЕООД), to provide integrated shipping services to Merchants.

20.2. These Delivery Partners are enabled by default for all Merchant storefronts. The Merchant may deactivate or reconfigure any Delivery Partner through the Admin Panel at any time.

20.3. zynterra may add or remove Delivery Partners from the Platform at its discretion, notifying the Merchant of changes through the Admin Panel or via email. Removal of a Delivery Partner shall not constitute a breach of these Terms.

Article 21 -- AWB Creation and Payment

21.1. Merchants create AWBs (shipping labels) through the Admin Panel or via the Platform's API. Each AWB generates a shipment with the selected Delivery Partner.

21.2. When creating an AWB, the Merchant is obligated to provide accurate and complete data for:

(a) The sender (address, phone number, contact person);

(b) The recipient (End User -- name, address, phone number);

(d) The payment method (COD, prepaid, etc.).

21.3. The Merchant bears full responsibility for the accuracy of all data provided in the AWB. zynterra shall not be liable for errors or delays arising from inaccurate or incomplete data provided by the Merchant.

21.4. Shipping costs may be paid by the Merchant via zynterra Pay or collected from the End User via COD, depending on the shipping configuration selected by the Merchant.

21.5. For card-paid orders, funds are authorized at checkout and captured at the time of AWB creation.

Article 22 -- Shipping Liability and Delivery Roles

22.1. For shipments created through the Platform, the parties have the following roles with respect to the courier agreement:

(a) zynterra is the payer of the courier service (shipments are billed under zynterra's contract with the respective courier company);

(b) The Merchant is the sender of the shipment (submitter of the AWB);

22.2. zynterra is not a party to the delivery agreement between the Merchant and the End User. Responsibility for the performance of the sale agreement, including delivery obligations, is borne by the Merchant.

22.3. The Merchant is the legal shipper and is solely responsible for:

(a) The contents, description, weight, and dimensions of each shipment;

(b) Compliance with all applicable laws regarding the shipment of goods, including but not limited to restrictions on prohibited, dangerous, or controlled items;

(d) The accuracy of all shipment information provided through the Platform.

22.4. The Merchant shall indemnify and hold zynterra harmless from and against any claims, losses, damages, fines, penalties, or expenses arising from false, misleading, or inaccurate shipment declarations made by the Merchant.

22.5. zynterra shall not be liable for any losses, damages, delays, or non-performance by the courier company. Claims shall be directed by the Merchant to the respective courier company, and zynterra may assist where necessary.

22.6. Insurance claims for lost, damaged, or stolen shipments must be filed by the Merchant directly with the relevant Delivery Partner in accordance with the Delivery Partner's claims procedures.

Article 23 -- Shipping Regimes and Delivery Fees

23.1. The Platform supports two shipping regimes:

(a) Merchant-paid shipping: The Merchant bears the shipping cost. The cost is deducted from the Merchant's payout via set-off.

(b) Receiver-paid shipping: The End User bears the shipping cost. The shipping fee is collected from the End User at checkout (for card payments) or at delivery (for COD).

23.2. The Merchant configures the applicable shipping regime through the Admin Panel.

23.3. Courier service costs are charged to zynterra by the courier company under the contract between zynterra and the respective courier. zynterra re-invoices the delivery costs to the Merchant. The amounts due for delivery are set off from the Merchant's funds in accordance with Article 8.

23.4. Shipping costs for each Delivery Partner are based on published tariffs, which are available in the Admin Panel. Tariffs are determined by factors including but not limited to weight, dimensions, destination, and service type.

23.5. zynterra may adjust shipping tariffs at any time after providing reasonable notification to the Merchant through the Admin Panel or via email.

Article 24 -- COD Fees

24.1. For COD orders, a COD handling fee of 2.4% (two point four percent) of the COD amount (inclusive of VAT) shall apply, with a minimum fee of BGN 1.20 (one lev and twenty stotinki, inclusive of VAT) per shipment.

24.2. The commission under Article 24.1 covers zynterra's administrative costs for processing the COD payment, including collection of funds from the courier and remittance to the Merchant's bank account (IBAN).

24.3. The commission is automatically deducted at the time of COD settlement in accordance with Article 8.

Article 25 -- Card on Delivery Fee

25.1. Where the End User pays by card at the point of delivery (Card on PoD), rather than in cash, the courier company charges an additional fee for processing the card payment.

25.2. The Card on PoD fee is 0.96% (zero point nine six percent) of the transaction amount (inclusive of VAT) and is re-invoiced to the Merchant by zynterra.

25.3. The fee under Article 25.2 is automatically deducted in accordance with Article 8.

Article 26 -- Settlement Timelines

26.1. The following settlement timelines apply, measured from the date of successful delivery or payment:

(a) Stripe card payments: Two (2) to three (3) business days;

(b) Speedy COD: Two (2) to four (4) business days;

(d) BOX NOW: Weekly settlement.

26.2. From the COD amounts received, zynterra deducts the following before remitting to the Merchant's bank account (IBAN):

(a) The COD commission under Article 24;

(b) The Card on PoD fee under Article 25, if applicable;

(d) Any other amounts owed by the Merchant to zynterra.

26.3. These timelines are approximate and depend on the processing schedules of Stripe and the respective Delivery Partners. zynterra shall not be liable for delays caused by third parties, including delays by courier companies or banking institutions.

Article 27 -- Return Voucher Fees

27.1. In the event of a delivery refusal by the End User, an unsuccessful delivery, or a complaint, the courier company may generate a return shipment (return voucher).

27.2. Shipments dispatched through the Platform may include a return voucher (return shipping label) as required by the applicable Delivery Partner's policy. The inclusion of return vouchers may not be optional.

27.3. If a return voucher is used by an End User, the return shipping fee shall be charged to the Merchant in accordance with the applicable Delivery Partner's tariff.

27.4. Return shipping fees are reconciled on a monthly basis and deducted from the Merchant's payout via set-off, or, if the payout balance is insufficient, added to the Merchant's outstanding debt balance.

27.5. zynterra shall not be liable for the End User's decisions to refuse delivery or to exercise their right of withdrawal under the Consumer Protection Act (ЗЗП).

Article 28 -- Shipping Credit Limits

28.1. zynterra assigns a shipping credit limit to each Merchant at its sole discretion. The shipping credit limit represents the maximum aggregate value of outstanding (unpaid) shipping fees that a Merchant may accumulate at any given time, including courier fees, COD amounts in the process of collection, and other delivery-related amounts.

28.2. zynterra may adjust the shipping credit limit at any time based on the Merchant's order volume, payment history, account age, and any other factors that zynterra deems relevant.

28.3. When the Merchant's outstanding shipping fees reach the shipping credit limit, AWB creation shall be blocked until the outstanding balance is reduced through incoming settlements.

28.4. Blocking of AWB creation due to reaching the shipping credit limit does not constitute a breach of these Terms by zynterra and does not give rise to any claim for damages by the Merchant.

28.5. zynterra shall notify the Merchant through the Admin Panel when approaching and upon reaching the shipping credit limit.

28.6. All outstanding shipping fees constitute a debt owed by the Merchant to zynterra, which zynterra may recover from all incoming revenue of the Merchant, including card payment payouts and COD collections.

Article 29 -- Service Territory

29.1. The Platform supports shipments originating from Bulgaria to destinations within Europe and select international markets, subject to the coverage of the available Delivery Partners. Specific destinations and tariffs are available in the Admin Panel.

29.2. COD payment collection is available only in designated countries as determined by the applicable Delivery Partner's policies and published in the Admin Panel.

29.3. For international shipments, the Merchant should use their own courier agreements or contact the zynterra team for information on available options.

29.4. zynterra does not guarantee the availability of courier services for every destination and shall not be liable for limitations in the coverage of courier companies.

Article 30 -- Delivery Costs

30.1. Shipping costs for each Delivery Partner are based on published tariffs, which are available in the Admin Panel. Tariffs are determined by factors including but not limited to weight, dimensions, destination, and service type.

30.2. zynterra may adjust shipping tariffs at any time after providing reasonable notification to the Merchant through the Admin Panel or via email.

SECTION VI -- CURRENCY CONVERSION

Article 31 -- Currency Conversion

31.1. All settlements between zynterra and the Merchant are denominated in euros (EUR).

31.2. Card payment currency conversion: For card payments received in a currency other than EUR, Stripe applies its standard currency conversion at the time of processing. Stripe's conversion fees are borne by the Merchant. The Merchant bears all foreign exchange risk associated with card payments. The conditions and fees for Stripe's currency conversion are available at https://stripe.com/pricing.

31.3. COD currency conversion: For COD payments collected in a currency other than EUR (e.g., BGN), zynterra converts the amount to EUR using the European Central Bank (ECB) mid-market reference rate minus a spread (currently 1.5%). The exchange rate is applied at the time of settlement (ECB - 1.5%).

31.4. The Merchant bears all foreign exchange risk arising from fluctuations in exchange rates between the time of receipt of payment and the time of conversion and/or remittance of funds.

31.5. zynterra shall not be liable for any losses arising from fluctuations in foreign exchange rates and does not assume any obligation to hedge the Merchant's foreign exchange risk.

SECTION VII -- INVOICING

Article 32 -- Monthly Consolidated Tax Invoice

32.1. zynterra issues a single monthly consolidated tax invoice (фактура) to each Merchant in accordance with Article 114 of the Bulgarian Value Added Tax Act (Закон за данък върху добавената стойност, "ЗДДС").

32.2. The invoice is issued on or before the first (1st) day of the calendar month following the billing period, covering all transactions for the full preceding calendar month.

32.3. All invoices are denominated in euros (EUR) in accordance with Article 15(3) of the Law on Introduction of the Euro in the Republic of Bulgaria.

32.4. Each monthly invoice contains the following six (6) line items, each aggregating all transactions of the respective type for the billing period:

(1) Subscription Plan Fee -- the fixed monthly subscription amount for the Merchant's active plan;

(2) Application Fees (Flex 3%) -- the aggregate GMV-based application fees and overage fees charged during the period;

(3) Courier Services (Delivery) -- the aggregate shipping costs;

(4) COD Commission -- the aggregate COD handling fees;

(5) Card on PoD Fees -- the aggregate credit card at point-of-delivery surcharges;

(6) Additional Services -- the aggregate fees for Viber messages, domain services, and other additional services during the period.

32.5. The total amount due on each invoice is EUR 0.00 (zero), as all fees have been settled via set-off (прихващане) from the Merchant's payouts during the billing period in accordance with Article 8. The set-off under Article 103 of the ЗЗД constitutes payment for the purposes of Article 25(7) of the ЗДДС.

32.6. Fees that have been accrued but not yet deducted via set-off at the time of invoice issuance do not appear on the monthly invoice and shall be included in the invoice for the period in which the set-off is actually applied.

Note: The monthly consolidated invoicing approach and its compliance with Article 113(13) of the ЗДДС (provisions regarding aggregate invoicing) should be verified by the Merchant's tax advisor and zynterra's accountant to ensure full conformity with Bulgarian tax law.

Article 33 -- Invoices to End Users

33.1. The Platform automatically generates invoices to End Users on behalf of the Merchant for each completed order. The Merchant is the legal issuer (supplier) of such invoices for tax law purposes.

33.2. zynterra provides the tools for automatic invoice generation as a Platform feature. zynterra shall not be liable for any errors, omissions, or non-compliance in invoices generated on behalf of the Merchant that result from incorrect or incomplete data provided by the Merchant.

33.3. The Merchant is solely responsible for the accuracy of all tax-related data used in the generation of these invoices, including but not limited to VAT registration status, applicable tax rates, and legal entity details.

33.4. The Merchant is obligated to comply with all applicable tax obligations, including the issuance of tax documents in accordance with the ЗДДС and Ordinance No. H-18.

Article 34 -- Invoice Access and Set-Off Authorization

34.1. All issued invoices are accessible to the Merchant through the Admin Panel in the "Billing" section.

34.2. zynterra stores invoices for a minimum period of ten (10) years, in accordance with the requirements of Article 38 of the Bulgarian Tax and Social Insurance Procedure Code (ДОПК).

34.3. The Merchant's authorization for set-off under Article 8 of these Terms is irrevocable for the duration of the validity of these Terms.

34.4. zynterra may offset any amounts owed by the Merchant from all incoming Merchant revenue, including but not limited to card payment payouts and COD collections, regardless of the source or type of the incoming funds.

SECTION VIII -- zynterra POS

Article 35 -- POS Application

35.1. zynterra provides a free mobile point-of-sale (POS) application available for Android and iOS devices ("zynterra POS").

35.2. zynterra POS enables Merchants and their Staff Members to record in-store and on-location sales, manage inventory, and accept payments.

Article 36 -- POS Payment Methods

36.1. zynterra POS supports the following payment methods:

(a) Cash: The Merchant records a cash payment directly in the application;

(b) Card (Tap to Pay): On compatible devices equipped with NFC (Near Field Communication), the Merchant may accept contactless card payments directly on the mobile device. The End User taps their credit or debit card (or NFC-enabled mobile wallet) on the Merchant's device. No external card reader or additional hardware is required. Tap to Pay is powered by Stripe Terminal, white-labeled within the zynterra POS application;

(c) Card (QR Code): On devices that do not support NFC or Tap to Pay, zynterra POS generates a QR code linked to the specific order. The End User scans the QR code with their own device and completes the card payment through a secure Stripe-hosted payment page.

36.2. zynterra does not require Merchants to obtain or use any external card reader, payment terminal, or third-party hardware for accepting card payments through zynterra POS. The Merchant's own mobile device serves as the payment terminal.

Article 37 -- POS Card Transactions

37.1. All card transactions processed through zynterra POS -- whether via Tap to Pay or QR Code -- are handled via Stripe and are subject to the same Stripe processing fees as card transactions processed through the online storefront under Section II of these Terms.

37.2. QR Code payments are processed through zynterra Pay (Stripe), and the fees under Article 7 apply.

Article 38 -- POS Connectivity and Device Requirements

38.1. Tap to Pay requires a compatible device with NFC capability. The availability of Tap to Pay depends on the device model, operating system version, and the Merchant's geographic region. zynterra does not guarantee that Tap to Pay will be available on all devices.

38.2. zynterra POS requires an active internet connection for all operations. The Merchant is responsible for ensuring adequate connectivity and a suitable device.

38.3. zynterra shall not be liable for any failure, interruption, or degradation of the zynterra POS service resulting from the Merchant's internet connectivity, device compatibility, NFC hardware limitations, operating system issues, or other factors outside zynterra's control.

SECTION IX -- VIBER MESSAGING SERVICE

Article 39 -- Service Definition

39.1. zynterra provides a Viber messaging service that enables Merchants to send transactional and promotional messages to End Users via a shared Viber Business sender account maintained by zynterra.

39.2. The Viber messaging service is dependent on the policies, terms, and availability of Viber Media S.a r.l. ("Viber") and its parent company Rakuten Group, Inc. zynterra does not guarantee the uninterrupted availability, delivery rate, or functionality of the Viber messaging service.

39.3. Viber may modify its policies, pricing, or technical requirements at any time, and such changes may affect the availability or functionality of the messaging service without prior notice from zynterra.

39.4. The Merchant does not have an individual Viber Business account -- all messages are sent on behalf of zynterra, with the ability for the Merchant to customize the content.

Article 40 -- Content Responsibility

40.1. The Merchant is the sole originator and author of all message content sent through the Viber messaging service. zynterra acts solely as a technical intermediary that transmits the messages on the Merchant's behalf.

40.2. The Merchant bears full responsibility for the content of Viber messages sent to their End Users, including:

(a) The accuracy and currency of the information;

(b) Compliance with applicable legislation, including Regulation (EU) 2016/679 (GDPR), the Bulgarian Electronic Communications Act (ЗЕС), and the Bulgarian Consumer Protection Act (ЗЗП);

40.3. zynterra does not review, approve, or endorse any message content prior to transmission, unless zynterra exercises its rights under Article 45.

Article 41 -- Consent and Opt-In Requirements

41.1. The Merchant is solely responsible for obtaining and maintaining valid, informed, and freely given consent (opt-in) from each recipient prior to sending messages via the Viber messaging service, in accordance with:

(a) Regulation (EU) 2016/679 (General Data Protection Regulation, "GDPR"); and

(b) The Bulgarian Electronic Communications Act (Закон за електронните съобщения, "ЗЕС"), including but not limited to provisions implementing Directive 2002/58/EC (ePrivacy Directive).

41.2. The Merchant is obligated to store evidence of consents obtained and to provide them upon request by zynterra, Viber, or a competent supervisory authority.

41.3. The Merchant must honor all opt-out requests immediately upon receipt and provide an easy and free mechanism for opting out. Any message sent to a recipient who has opted out constitutes a violation of these Terms.

41.4. Failure to comply with consent and opt-in requirements under this Article constitutes a material breach of these Terms and may result in immediate suspension of the Merchant's access to the Viber messaging service.

Article 42 -- Prohibited Content

42.1. The Merchant shall not use the Viber messaging service to send messages containing or promoting any of the following:

(a) Misleading, deceptive, or false information;

(b) Illegal goods, services, or activities;

(d) Content that infringes the intellectual property rights of any third party;

(e) Unsolicited commercial messages (spam);

(f) Content that violates Viber's Terms of Service or Viber Commercial Messaging Policy;

(g) Gambling services (where prohibited by applicable law);

(h) Pharmaceutical products (unless the Merchant holds all required licenses);

(i) Weapons, ammunition, or explosives;

(j) Impersonation of any person or entity;

(k) Phishing, malware, or other cybersecurity threats;

(l) Political advertising or propaganda.

Article 43 -- Indemnification for Viber Messaging

43.1. The Merchant shall fully indemnify, defend, and hold harmless zynterra, its officers, directors, employees, and affiliates from and against any and all claims, damages, losses, penalties, fines, costs, and expenses (including reasonable legal fees) arising from or related to:

(a) The Merchant's use of the Viber messaging service;

(b) The content of messages sent by the Merchant;

(d) Any violation of Viber's policies attributable to the Merchant;

(e) Any consequential damages resulting from the suspension of the shared Viber Business sender account caused in whole or in part by the Merchant's actions or content.

43.2. The indemnification obligations under this Article mirror and extend to cover zynterra's upstream obligations toward Viber under the applicable Viber service agreements.

43.3. zynterra may offset any indemnification amounts owed under this Article from the Merchant's payouts in accordance with Article 8.

Article 44 -- Per-Violation Penalties

Art. 44 -- Per-Violation Penalties. Without limiting the indemnification in Art. 43, the following penalties shall apply for violations of the Messaging Service terms: (a) an administrative fee of EUR 100 per violation for sending a message to an End User who has not provided valid consent or who has opted out; (b) an administrative fee of EUR 250 per violation for sending prohibited content; (c) in addition to the administrative fees, the Merchant shall be liable for the full amount of any fines, sanctions, penalties, or costs imposed on zynterra by its upstream Viber service provider or by Viber itself as a result of the Merchant's violation, plus all associated legal and administrative costs. These amounts shall be immediately deductible from the Merchant's payout balance.

Article 45 -- Suspension Rights

45.1. zynterra reserves the right, at its sole discretion and without prior notice, to:

(a) Reject or block individual messages or message campaigns;

(b) Suspend the Merchant's access to the Viber messaging service (without suspending the Merchant's access to other Platform features), temporarily or permanently;

45.2. Suspension may occur in the event of:

(a) A violation of this Section IX;

(b) A request from Viber/Rakuten to cease access;

45.3. zynterra shall not be liable for any losses, damages, or missed opportunities resulting from the exercise of its rights under this Article.

Article 46 -- Shared Account Risk Disclosure

46.1. The Merchant acknowledges and accepts that the Viber messaging service operates through a shared Viber Business sender account used by multiple Merchants on the Platform.

46.2. A violation of Viber's policies by any Merchant using the shared account may result in the suspension or termination of the shared account, affecting all Merchants who use the service.

46.3. zynterra shall not be liable for any interruption, suspension, or termination of the Viber messaging service caused by the actions of another Merchant using the shared account.

46.4. zynterra may migrate the Merchant to another sender or to an individual account at its discretion and at no additional cost.

Article 47 -- Pricing

47.1. Each Merchant receives one hundred (100) free transactional messages per calendar month.

47.2. Messages exceeding the free allowance, as well as all promotional messages, are charged at the rates published in the Admin Panel.

47.3. Message fees are non-refundable for messages that have been successfully delivered to the Viber network, regardless of whether the message was read by the recipient.

47.4. Viber message fees are set off from the Merchant's funds in accordance with Article 8 and are included in the monthly consolidated invoice under Article 32.

SECTION X -- AI-POWERED TOOLS

Article 48 -- AI Tools

48.1. The Platform provides AI-powered tools that may assist Merchants with content generation, translation, product description optimization, image enhancement, product recommendations, data analysis, FAQ creation, and other tasks ("AI Tools").

48.2. AI Tools may use third-party artificial intelligence service providers. zynterra does not disclose the specific providers used and may change providers at any time without notice.

48.3. AI Tools are provided as additional functionality of the Platform and may be added, modified, or removed at any time.

Article 49 -- No Auto-Publish

49.1. All content generated by AI Tools is produced in draft form only. No AI-generated content is published to the Merchant's storefront automatically.

49.2. The Merchant must review, edit (if necessary), and explicitly approve all AI-generated content before publication.

Article 50 -- Merchant Responsibility for AI Content

50.1. Upon publication by the Merchant, all AI-generated content becomes the Merchant's content for all legal purposes.

50.2. The Merchant assumes full and exclusive responsibility for the accuracy, legality, and compliance of all published AI-generated content, including but not limited to product descriptions, translations, and marketing materials, as well as compliance with intellectual property rights of third parties.

50.3. The Merchant shall not rely on AI-generated content as a substitute for professional legal, tax, or regulatory advice.

50.4. zynterra shall not be liable for any errors, inaccuracies, misleading, or inappropriate content generated by the AI Tools.

Article 51 -- No Warranties on AI Output

51.1. AI Tools are provided on an "as is" and "as available" basis. zynterra makes no warranties, representations, or guarantees regarding the accuracy, completeness, originality, usefulness, or fitness for any particular purpose of any content generated by the AI Tools, including but not limited to:

(a) Warranties of accuracy, completeness, or usefulness of generated content;

(b) Warranties of fitness for a particular purpose;

51.2. AI Tools shall not be used to generate pricing information, inventory or stock availability claims, legal statements, warranties, or guarantees. The Merchant is solely responsible for verifying and correcting any such information before publication.

Article 52 -- AI Agent Sales Channel

52.1. Products listed on the Merchant's storefront are discoverable by third-party AI agents (such as AI shopping assistants and chatbots) by default. The Merchant may opt out of AI agent discoverability through the Admin Panel at any time.

52.2. Orders placed through AI agents follow the standard authorize-then-capture payment flow. Payment is authorized at the time the order is placed and captured upon fulfillment.

52.3. The Merchant bears responsibility for the configuration of the AI agent, including pricing rules, discount rules, and sales conditions set by the Merchant.

52.4. zynterra shall not be liable for any misrepresentation, inaccuracy, or error made by a third-party AI agent in presenting or describing the Merchant's products to End Users, nor for transactions executed by the AI agent within the configuration set by the Merchant.

SECTION XI -- EMAIL MARKETING

Article 53 -- Email Marketing Service

53.1. The Platform enables Merchants to send marketing emails to their customers.

53.2. The Merchant is solely responsible for:

(a) Obtaining and maintaining valid, informed, and freely given consent from each recipient in accordance with GDPR and the Bulgarian Electronic Communications Act (ЗЕС);

(b) The content of all marketing emails sent through the Platform;

(c) Including a functional and clearly visible opt-out (unsubscribe) mechanism in every marketing email, as well as proper sender identification;

(d) Honoring all opt-out requests promptly and within the timeframes required by applicable law.

53.3. zynterra may suspend or restrict the Merchant's access to the email marketing service if zynterra detects or receives reports of:

(a) Spam complaints from recipients;

(b) Excessively high bounce rates;

(d) Other indicators of non-compliance with applicable email marketing regulations or these Terms.

53.4. Suspension or restriction under Article 53.3 may be carried out without prior notice if necessary to protect the reputation of the Platform's email infrastructure.

SECTION XII -- REFUNDS AND RETURNS

Article 54 -- Refund Processing via Stripe

54.1. Refunds for card-paid orders are processed through Stripe from the Merchant's connected Stripe sub-account.

54.2. The Merchant may issue full or partial refunds through the Admin Panel.

54.3. The following fees are non-refundable and shall not be returned to the Merchant in the event of a refund to an End User:

(a) Stripe processing fees (charged by Stripe at the time of the original transaction);

(b) zynterra application fees (Flex 3% and overage fees);

54.4. Non-refundable fees are not prorated in the case of partial refunds.

Article 55 -- Consumer Protection and Withdrawal Right

55.1. The Merchant must comply with all applicable consumer protection laws, including but not limited to Directive 2011/83/EU on consumer rights and the Bulgarian Consumer Protection Act (Закон за защита на потребителите, "ЗЗП").

55.2. End Users who qualify as consumers within the meaning of the Consumer Protection Act (ЗЗП) have the right of withdrawal from a distance contract within fourteen (14) calendar days of receipt of the goods, in accordance with Articles 50--56 of the ЗЗП (transposing Directive 2011/83/EU).

55.3. Responsibility for informing the End User of the right of withdrawal and for processing withdrawal requests is borne entirely by the Merchant.

55.4. Where the End User exercises the right of withdrawal, the Merchant must issue a refund, including the standard delivery cost, within fourteen (14) calendar days of receiving the withdrawal notice.

55.5. zynterra is not a party to the sale agreement between the Merchant and the End User and does not participate in the withdrawal process, except in its capacity as a provider of technical infrastructure.

Article 56 -- Chargebacks

56.1. In the event of a chargeback (payment dispute initiated by the End User's card issuer), the chargeback amount is deducted from the Merchant's connected Stripe account.

56.2. The Merchant is obligated to actively cooperate with zynterra and Stripe in resolving chargebacks, including providing all necessary documents and evidence.

56.3. The following chargeback fees apply:

(a) Stripe chargeback fee (variable, as determined by Stripe); and

(b) zynterra administrative fee of EUR 5.00 (five euros) per chargeback.

56.4. Chargeback fees are deducted via set-off in accordance with Article 8.

56.5. If a Merchant's chargeback rate exceeds 1% (one percent) of total transactions in any given month, zynterra and/or Stripe may hold funds, restrict features, initiate an account review, impose additional requirements, increase reserve amounts, or suspend or terminate the Merchant's account.

Article 57 -- Payout Withholding and AML Fund Hold

57.1. zynterra and/or Stripe reserve the right to withhold, delay, or freeze Merchant payouts if zynterra reasonably suspects fraud, money laundering, terrorist financing, sanctions violations, or other financial crimes, or if required to do so by applicable law or by a binding order from a competent authority.

57.2. Funds may also be withheld in the event of:

(a) An incomplete or unsuccessful KYC verification;

(b) A request from a competent authority or by virtue of applicable law.

57.3. The withholding under this Article shall continue until the completion of the relevant investigation or the receipt of instructions from a competent authority.

Article 58 -- COD Refunds

58.1. Refunds of amounts paid via COD are not processed through Stripe and are handled outside the online payment system.

58.2. The Merchant is solely responsible for independently organizing refunds of COD payments in the manner and within the timeframes required by applicable law.

SECTION XIII -- REFERRAL PROGRAM

Article 59 -- Program Description and Incentives

59.1. zynterra may operate a referral program offering incentives to Merchants who refer new Merchants to the Platform. Incentives may include credits, subscription fee discounts, or monetary rewards.

59.2. The terms, conditions, incentive amounts, eligibility criteria, and validity period of the referral program are published on the zynterra website and/or in the Admin Panel and may be modified or discontinued by zynterra at any time.

Article 60 -- Credits and Conditions

60.1. Referral incentives are provided when:

(a) The new Merchant has registered on the Platform through the referring Merchant's referral link;

(b) The new Merchant has activated a paid subscription plan and completed KYC verification;

60.2. Referral credits, where offered, constitute commercial discounts applied to the referring Merchant's account. They have no cash value and cannot be redeemed for cash or transferred to another Merchant.

60.3. Referral credits are non-transferable and expire in accordance with the terms of the referral program as published on the Platform.

60.4. zynterra reserves the right to refuse to grant an incentive or to revoke an incentive already granted if there is a reasonable suspicion of abuse of the referral program.

Article 61 -- Anti-Abuse and Modification

61.1. zynterra reserves the right to revoke referral credits and suspend or terminate a Merchant's participation in the referral program in cases of self-referral, fraud, or abuse, including but not limited to creating multiple accounts for the purpose of generating referral credits.

61.2. zynterra reserves the right to modify or terminate the referral program at any time, with at least fifteen (15) calendar days' prior notice published in the Admin Panel and/or sent via email.

61.3. Incentives already accrued before the termination of the program remain valid and are redeemed in accordance with the terms of the program.

SECTION XIV -- ACCEPTABLE USE AND PROHIBITED ACTIVITIES

Article 62 -- Acceptable Use Policy

62.1. The Merchant shall use the Platform exclusively for lawful commercial purposes in accordance with these Terms and applicable legislation.

62.2. The Merchant warrants that the goods and services offered through their online store are lawful, match their descriptions, and do not infringe the rights of third parties.

Article 63 -- Prohibited Activities

63.1. The following activities are strictly prohibited:

(a) Selling goods or services prohibited by applicable law;

(b) Selling counterfeit goods or goods that infringe intellectual property rights;

(c) Any abuse of the Platform's systems, including security probing, penetration testing, or attempts to circumvent access controls without prior written authorization from zynterra;

(d) Sending spam, phishing messages, distribution of malware, or fraudulent communications through any Platform channel;

(e) Violation of the rights of third parties, including copyrights, trademarks, patents, and trade secrets;

(f) Collecting, processing, or storing personal data in violation of GDPR and applicable legislation;

(g) Misusing personal data of End Users or any other persons in violation of applicable data protection laws;

(h) Sharing account credentials with unauthorized persons;

(i) Using the Platform to engage in money laundering, terrorist financing, or sanctions evasion;

(j) Engaging in any activity that could damage, disable, or impair the Platform or interfere with other Merchants' use of the Platform, or damage the reputation of the Platform, zynterra, or other Merchants.

Article 64 -- Stripe Restricted Business List

64.1. The Merchant is obligated to comply with the Stripe Restricted Business List, as published at stripe.com/restricted-businesses.

64.2. Violation of the Stripe Restricted Business List may result in immediate suspension of zynterra Pay and/or the Merchant's entire account, without prior notice.

64.3. zynterra may maintain and update its own list of restricted business categories. Merchants operating in restricted categories may be subject to additional requirements, enhanced monitoring, or denial of service.

64.4. The current list of restricted business categories includes, but is not limited to:

(a) Illegal goods or services;

(b) Weapons, firearms, and ammunition;

(d) Counterfeit or pirated goods;

(e) Adult and sexually explicit content;

(f) Gambling services (where prohibited by applicable law);

(g) Entities or individuals subject to international sanctions.

Article 65 -- Enforcement Measures and Suspension

65.1. In the event of a violation of this Section XIV, zynterra shall be entitled to:

(a) Issue a warning to the Merchant and request rectification of the violation within a specified period;

(b) Restrict the Merchant's access to certain Platform features;

(d) Terminate these Terms and the Merchant's account with immediate effect in cases of serious violations.

65.2. The measures under Article 65.1 shall be applied proportionately to the severity of the violation and in compliance with the transparency requirements of Section XX.

65.3. zynterra may immediately suspend or terminate the Merchant's account without prior notice in the event of a violation of Article 63 or any other material breach of these Terms.

65.4. zynterra shall not be liable for any losses, damages, or missed opportunities resulting from such suspension or termination.

65.5. The Merchant is solely responsible for ensuring compliance with all applicable laws and regulations in every jurisdiction in which the Merchant sells goods or services through the Platform.

SECTION XV -- ACCOUNT SECURITY

Article 66 -- Credential Security

66.1. The Merchant must maintain the confidentiality of all account credentials, including passwords, API keys, and any other authentication tokens.

66.2. The Merchant must use strong passwords (minimum 8 characters, including uppercase, lowercase, numbers, and special characters), change them periodically, and must not reuse passwords from other services. The Merchant shall activate two-factor authentication (2FA) when available.

66.3. Sharing of account credentials is strictly prohibited.

66.4. In the event of any unauthorized access or suspected breach of the Merchant's account, the Merchant must notify zynterra immediately and in any case within twenty-four (24) hours by email to info@zynterra.com.

66.5. The Merchant shall be liable for all actions performed through their account until zynterra receives and processes the notification of unauthorized access.

66.6. zynterra shall not be liable for losses or damages arising from:

(a) Unauthorized access to the Account due to the Merchant's negligence;

(b) Actions performed by Staff Members or third parties who gained access through the Merchant's login credentials;

66.7. zynterra applies industry-standard technical and organizational security measures for the Platform, including encryption of data in transit (TLS/SSL), protection against unauthorized access, and regular vulnerability assessments.

66.8. zynterra reserves the right to force a password reset or suspend account access if zynterra detects or suspects unauthorized access or a security breach.

SECTION XVI -- CONFIDENTIALITY

Article 67 -- Confidentiality Obligations

67.1. Each party agrees to maintain the confidentiality of all non-public information received from the other party in connection with these Terms ("Confidential Information").

67.2. Confidential Information includes, but is not limited to, business plans, pricing, technical specifications, customer data, financial information, technical documentation, know-how, and trade secrets.

67.3. For the avoidance of doubt, personal data of End Users is not Confidential Information within the meaning of this Section, but is governed by Section XIX and the Data Processing Agreement (Annex 1).

67.4. The receiving party undertakes:

(a) To use the Confidential Information solely for the purposes of these Terms;

(b) Not to disclose Confidential Information to third parties without the prior written consent of the disclosing party;

(c) To apply the same degree of care in protecting the Confidential Information as it applies to its own confidential information, but no less than a reasonable degree of care.

67.5. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; (d) is received from a third party without an obligation of confidentiality; or (e) is disclosed pursuant to a legal obligation, provided that the disclosing party is notified promptly where permitted by law.

Article 68 -- Survival

68.1. The confidentiality obligations under this Section shall survive the termination or expiration of these Terms for a period of three (3) years.

SECTION XVII -- LIMITATION OF LIABILITY AND INDEMNIFICATION

Article 69 -- Disclaimer of Warranties

69.1. The Platform is provided on an "as is" and "as available" basis. zynterra makes no warranties, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

69.2. zynterra does not warrant that the Platform will be uninterrupted, error-free, secure, or free from viruses or other harmful components.

Article 70 -- Liability Cap

70.1. To the maximum extent permitted by applicable law, zynterra's aggregate liability to the Merchant for all claims arising out of or in connection with these Terms, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount of fees paid by the Merchant to zynterra during the twelve (12) months immediately preceding the event giving rise to the claim.

70.2. The limitation of liability in Article 70.1 shall NOT apply to:

(a) Liability arising from intentional misconduct (умисъл) or gross negligence (груба небрежност) (Article 94 of the ЗЗД);

(b) Liability for death or personal injury;

(d) Any liability that cannot be limited or excluded under Bulgarian law or mandatory EU law.

Article 71 -- Exceptions to Liability Cap and Exclusion of Indirect Damages

71.1. To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of customers, or reputational damage, regardless of whether such damages were foreseeable or whether the party was advised of the possibility of such damages.

71.2. This exclusion shall not apply where such exclusion is prohibited by Article 94 of the ЗЗД or other mandatory provisions of Bulgarian or EU law.

Article 72 -- Service-Specific Liability Limits

72.1. zynterra shall not be liable for:

(a) Actions, omissions, errors, or interruptions by Stripe, courier companies, Viber/Rakuten, or other third-party service providers;

(b) Losses arising from currency conversion, exchange rates, or banking fees;

(d) Actions of End Users, including chargebacks, delivery refusal, or abuse of the right of withdrawal.

Article 73 -- Merchant Indemnification

73.1. The Merchant shall indemnify, defend, and hold harmless zynterra, its officers, directors, employees, subcontractors, and affiliates from and against any and all claims, damages, losses, penalties, fines, costs, and expenses (including reasonable legal fees) arising from or related to:

(a) A breach of these Terms by the Merchant;

(b) Violations of applicable laws or regulations by the Merchant, including tax, consumer protection, and customs regulations;

(d) The content of the Merchant's online store;

(e) Product liability claims related to goods sold by the Merchant;

(f) Intellectual property infringement claims arising from the Merchant's products, content, or materials;

(g) Consumer complaints arising from the Merchant's sales practices, product quality, or customer service;

(h) Actions and omissions of the Merchant's Staff Members;

(i) End User claims against zynterra arising from the sale agreement with the Merchant;

(j) False or misleading product descriptions, images, or other content published by the Merchant;

(k) Customs violations, including false declarations, undeclared goods, or failure to comply with import/export regulations;

(l) Tax penalties arising from the Merchant's failure to comply with applicable tax obligations;

(m) Any other third-party claims arising from the Merchant's use of the Platform.

73.2. zynterra may offset indemnification amounts owed under this Article from the Merchant's payouts in accordance with Article 8, or invoice the Merchant separately if payouts are insufficient.

Article 74 -- Third-Party Services Disclaimer

74.1. Where zynterra provides the Merchant with access to third-party services (Stripe, courier companies, Viber, etc.) at no additional charge (beyond the direct fees of the third party), the Merchant accepts that such access is provided "as is" and zynterra makes no warranties regarding the quality, availability, or uninterrupted operation of these services.

SECTION XVIII -- INTELLECTUAL PROPERTY

Article 75 -- Platform Intellectual Property

75.1. All intellectual property rights in and to the Platform, including but not limited to software, source code, software architecture, design, templates, trademarks, logos, documentation, know-how, and proprietary technology, are and shall remain the exclusive property of zynterra or its licensors.

75.2. Nothing in these Terms grants the Merchant any ownership rights in the Platform or its components, other than the limited, non-transferable, non-exclusive right of use granted for the duration of these Terms.

Article 76 -- Merchant Materials and License

76.1. zynterra does not claim ownership of any content, materials, data, or intellectual property uploaded, created, or submitted by the Merchant through the Platform ("Merchant Materials").

76.2. The Merchant grants zynterra a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, store, modify, display, and distribute the Merchant Materials solely for the purpose of:

(a) Operating and providing the Platform and its services, including but not limited to displaying products on storefronts, processing orders, generating invoices, and enabling third-party integrations;

(b) Marketing and promotional purposes of the Platform (e.g., showcasing example stores, case studies), unless the Merchant expressly opts out.

76.3. This license terminates upon termination of the Merchant's account and deletion of the content from the Platform, subject to the data retention provisions in Article 100.

Article 77 -- Reverse Engineering Ban

77.1. The Merchant is prohibited from:

(a) Decompiling, disassembling, or otherwise reverse engineering the Platform's software;

(b) Copying, modifying, or creating derivative works based on the Platform;

(d) Removing or altering copyright, trademark, or other intellectual property notices.

Article 78 -- AI-Generated Content Ownership

78.1. The Merchant retains ownership of all content generated using the Platform's AI Tools, subject to the license granted in Article 76 and any third-party rights that may exist in the underlying AI models or training data.

Article 79 -- User-Generated Content

79.1. Responsibility for content generated by End Users (reviews, comments, ratings) published on the Merchant's Storefront is borne by the Merchant, who is obligated to moderate such content in accordance with applicable law.

SECTION XIX -- PERSONAL DATA PROTECTION

Article 80 -- GDPR Roles

80.1. For the purposes of Regulation (EU) 2016/679 (GDPR):

(a) The Merchant is the data controller with respect to the personal data of End Users of the Merchant's online store within the meaning of Article 4(7) of the GDPR;

(b) zynterra acts as a data processor with respect to the personal data of End Users processed on behalf of the Merchant through the Platform within the meaning of Article 4(8) of the GDPR.

80.2. With respect to the personal data of the Merchant and its Staff Members (account data, billing data, communication data):

zynterra is the data controller.

Article 81 -- Data Processing Agreement

81.1. A Data Processing Agreement ("DPA") governing zynterra's processing of End User personal data on behalf of the Merchant is incorporated as Annex 1 to these Terms.

81.2. The DPA is prepared in accordance with the requirements of Article 28 of the GDPR and forms an integral part of these Terms and is binding on both parties.

81.3. By accepting these Terms, the Merchant also accepts the Data Processing Agreement.

Article 82 -- GDPR Audit Logs

82.1. The Platform maintains GDPR audit logs recording actions performed through the Admin Panel, including: login/logout, changes to orders, products, settings, and personal data.

82.2. Audit logs are accessible to the Merchant through the Admin Panel for a period of thirty (30) calendar days.

82.3. zynterra retains audit logs for a longer period for the purposes of dispute resolution, tax audits, and compliance with legal obligations.

82.4. The availability and detail of GDPR audit logs may vary depending on the Merchant's subscription plan.

Article 83 -- Merchant Controller Obligations

83.1. The Merchant, in its capacity as data controller, is independently responsible for complying with all GDPR obligations in relation to the personal data of End Users, including but not limited to:

(a) Ensuring a legal basis for the processing of End User personal data (e.g., performance of a contract, consent, legitimate interest);

(b) Providing End Users with the information required under Articles 13 and 14 of the GDPR (through a privacy policy on the Storefront);

(c) Responding to data subject requests (access, rectification, erasure, etc.) within the timeframes prescribed by the GDPR;

(d) Notifying zynterra immediately upon receiving a data subject request that requires zynterra's assistance in its capacity as data processor;

(e) Notifying the relevant supervisory authority of data breaches.

SECTION XX -- PLATFORM-TO-BUSINESS TRANSPARENCY (P2B Regulation 2019/1150)

Article 84 -- Applicability

84.1. This Section XX applies in accordance with Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services (hereinafter the "P2B Regulation").

Article 85 -- Ranking Transparency

85.1. zynterra does not provide functionality for ranking stores in a general catalog or marketplace. Each Merchant has a separate online store on its own domain.

85.2. Within the Merchant's online store, product ordering in the catalog and search results is determined by:

(a) Sorting settings configured by the Merchant in the Admin Panel;

(b) Algorithms based on relevance, date of addition, price, availability, and other objective parameters;

85.3. In accordance with Regulation (EU) 2019/1150, zynterra discloses the following main parameters used to determine the ranking of products on the Platform:

(a) Relevance to search query;

(b) Product availability (in-stock items ranked higher);

(d) Sales volume and conversion rate;

(e) Recency of product listing;

(f) Merchant performance metrics (e.g., order fulfillment rate, customer satisfaction).

85.4. zynterra does not offer paid ranking or paid placement. No Merchant may pay to improve their ranking position. Neither zynterra nor third parties pay to influence the ranking of products in the Merchant's store.

Note: zynterra may qualify for the SME exemption under Regulation (EU) 2019/1150 (fewer than 50 employees and annual turnover below EUR 10 million). Applicability of the full P2B complaint-handling requirements should be confirmed by legal counsel.

Article 86 -- Internal Complaint-Handling System

86.1. zynterra provides a free and accessible internal complaint-handling system for Merchants, in accordance with Article 11 of the P2B Regulation. Complaints may be submitted via email to info@zynterra.com or through the complaint mechanism in the Admin Panel.

86.2. zynterra shall acknowledge receipt of a complaint within five (5) business days.

86.3. zynterra shall provide an individualized and reasoned response to each complaint within thirty (30) calendar days of receipt, commensurate with the complexity of the complaint. The response shall include the reasons for zynterra's position and, where applicable, any remedial actions taken.

86.4. zynterra publishes annually aggregated information about the complaints received and their outcomes, in accordance with P2B Regulation requirements.

Article 87 -- Mediation

87.1. In accordance with Article 12 of Regulation (EU) 2019/1150, zynterra identifies the following mediators for the resolution of disputes between zynterra and Merchants:

(a) Център за медиация при Българската търговско-промишлена палата (Mediation Center at the Bulgarian Chamber of Commerce and Industry, БТПП), Sofia, Bulgaria;

(b) Internationales Schiedsgericht der Wirtschaftskammer Osterreich / Vienna International Arbitral Centre (VIAC), Vienna, Austria.

87.2. Both parties agree to engage in good faith with the mediation process. The costs of mediation shall be shared equally between the parties unless otherwise agreed or determined by the mediator.

87.3. Referring a dispute to mediation does not deprive the parties of the right to seek protection before a competent court.

Article 88 -- Restriction, Suspension, and Termination Notice

88.1. Where zynterra restricts, suspends, or terminates the Merchant's access to the Platform, zynterra shall provide the Merchant with:

(a) A reasoned written statement describing the specific reasons for the decision;

(b) A reasonable period for rectification of the violation (where applicable);

88.2. The notice under Article 88.1 shall be provided before or at the latest at the time the restriction, suspension, or termination takes effect, except in cases of:

(a) A legal obligation requiring immediate action;

(b) An imminent risk to the security of the Platform, other Merchants, or End Users;

88.3. Where zynterra terminates the Merchant's account for reasons other than cause (as defined in Article 98), zynterra shall provide at least thirty (30) days' advance written notice with a statement of reasons. The Merchant may submit clarifications before or after the termination takes effect.

Article 89 -- Differentiated Treatment and Data Access

89.1. zynterra does not offer its own products or services in competition with Merchants on the Platform. zynterra does not engage in any form of self-preferencing. As of the date of these Terms, zynterra does not offer its own goods or services through the Platform.

89.2. Merchants have access to the following categories of data through the Admin Panel and the data export feature:

(a) Order data (order details, status, history);

(b) Customer data (subject to GDPR obligations);

(d) Sales analytics and reports;

(e) Financial reports (fees, payouts, invoices);

(f) Shipping data (tracking, delivery status, costs).

89.3. Data may be exported in CSV and/or JSON formats through the Admin Panel.

89.4. zynterra may use aggregated and anonymized data for analytical and statistical purposes, without disclosing data that identifies a specific Merchant or End User.

89.5. zynterra does not sell, license, or otherwise monetize Merchant data or End User data to third parties.

SECTION XXI -- DIGITAL SERVICES ACT (DSA)

Article 90 -- Notice-and-Action Mechanism

90.1. In accordance with Regulation (EU) 2022/2065 (Digital Services Act), zynterra provides a notice-and-action mechanism for reporting illegal content published on Merchant storefronts.

90.2. Any person may submit a notice of illegal content by sending a reasoned notification to info@zynterra.com. Each report should include:

(a) A description of the allegedly illegal content and the reasons why the reporter considers it illegal;

(b) The URL where the content is located;

(d) A declaration of good faith of the notification.

90.3. Upon receipt of a notification, zynterra shall:

(a) Acknowledge receipt of the notification;

(b) Assess the notification within a reasonable period;

(c) Where the notification is substantiated -- take measures to remove or restrict access to the content and notify the Merchant;

(d) Where the notification is unsubstantiated -- notify the reporter of its decision.

90.4. The affected Merchant shall be informed of any decision taken by zynterra regarding the reported content, together with the reasons for the decision.

90.5. The Merchant may contest the decision through the internal complaint-handling mechanism described in Article 86.

SECTION XXII -- TAX COMPLIANCE

Article 91 -- One-Stop Shop (OSS)

91.1. The Platform provides a toggle feature enabling Merchants to indicate their participation in the EU One-Stop Shop (OSS) scheme for VAT reporting on cross-border B2C sales.

91.2. The Merchant is solely responsible for registering for OSS, filing OSS returns, and paying the applicable VAT to the relevant tax authorities. zynterra does not perform tax reporting on behalf of the Merchant.

91.3. The Merchant is obligated to configure the tax settings in the Admin Panel in accordance with the applicable tax rules for their sales.

91.4. zynterra does not provide tax advice and makes no representations regarding the Merchant's tax obligations. The Merchant should consult a qualified tax advisor.

Article 92 -- Non-EU Sales

92.1. The Platform is intended primarily for sales within the European Union. zynterra does not guarantee compliance with the tax, customs, or regulatory requirements of countries outside the EU.

92.2. For orders shipped to destinations outside the European Union, the Platform may display a disclaimer at checkout informing the End User that import duties, customs fees, and local taxes may apply and are the responsibility of the buyer.

92.3. The Merchant conducting sales to customers outside the EU bears full responsibility for compliance with applicable law, including customs declarations, local taxes, and import prohibitions/restrictions.

Article 93 -- NAP XML Export

93.1. The Platform provides a convenience feature for generating XML files compatible with the Bulgarian National Revenue Agency (Национална агенция за приходите, "НАП") reporting requirements, limited to card payment transactions.

93.2. The Merchant must independently verify the accuracy and completeness of all data contained in NAP XML exports before submission to the tax authorities.

93.3. zynterra shall not be liable for any penalties, fines, or other consequences imposed by the National Revenue Agency resulting from inaccurate or incomplete data in NAP XML exports.

93.4. The NAP XML feature does not constitute tax advice and shall not be relied upon as a substitute for professional tax compliance services.

Article 94 -- Merchant Verification (AML/KYC)

94.1. The Merchant is obligated to comply with applicable anti-money laundering legislation, including the Bulgarian Measures Against Money Laundering Act (ЗМИП), and to cooperate with zynterra and Stripe in the implementation of KYC measures.

94.2. zynterra may request the Merchant to provide identity documents, proof of business registration, information regarding ultimate beneficial owners (UBO), and other documentation as zynterra deems necessary for compliance with anti-money laundering (AML), know-your-customer (KYC), and other applicable regulatory requirements at any time.

94.3. zynterra may delay payouts pending completion of the verification process.

94.4. zynterra may suspend or terminate the Merchant's account if the Merchant fails to provide the requested documentation within a reasonable timeframe or if the documentation provided is insufficient or raises concerns.

SECTION XXIII -- REWARD POINTS / LOYALTY PROGRAMS

Article 95 -- Loyalty Program Tools

95.1. The Platform provides technical tools enabling Merchants to create and manage loyalty programs, including reward points systems, discounts, and coupons.

95.2. Reward points are issued by the Merchant, not by zynterra. zynterra acts solely as the technical service provider for the loyalty program functionality.

95.3. The Merchant is solely responsible for:

(a) Establishing and publishing the terms and conditions of its loyalty program and ensuring their legality;

(b) Honoring reward points and fulfilling associated benefits;

(d) Proper tax treatment of the benefits provided.

95.4. Reward points have no cash value and cannot be redeemed for cash unless the Merchant's loyalty program terms expressly provide otherwise.

95.5. zynterra is not a party to the Merchant's loyalty programs and assumes no obligations toward End Users thereunder.

95.6. Upon termination of the Merchant's account, all unredeemed reward points remain the Merchant's sole responsibility. zynterra shall have no obligation to honor, transfer, or compensate for unredeemed points.

SECTION XXIV -- VALIDITY AND TERMINATION

Article 96 -- Commencement, Term, and Merchant Termination

96.1. These Terms become effective upon the Merchant's completion of the registration process on the Platform and remain in force for an indefinite term, unless terminated in accordance with this Section.

96.2. The Merchant may terminate these Terms and close their account by providing thirty (30) calendar days' advance written notice to info@zynterra.com or by using the account closure function in the Admin Panel (which initiates the 30-day notice period automatically). During the notice period, all outstanding obligations (including pending shipments, COD settlements, and accrued fees) must be resolved.

96.3. Termination does not release the Merchant from the obligation to pay fees due for the period up to the effective date of termination.

96.4. In the event of termination by the Merchant, subscription fees already paid for an unexpired period are non-refundable.

Article 97 -- Termination by zynterra for Cause

97.1. zynterra may suspend or terminate the Merchant's account immediately and without prior notice in the event of:

(a) Fraud or suspected fraud;

(b) A serious breach of these Terms by the Merchant;

(d) A requirement imposed by applicable law, regulation, or a binding act of a competent authority;

(e) Prohibited activities under Article 63 or restricted business categories under Article 64;

(f) A violation of the Stripe Restricted Business List.

97.2. In the event of termination with immediate effect under Article 97.1, zynterra shall provide the Merchant with a reasoned notification describing the specific reasons for the termination.

Article 98 -- Termination by zynterra Without Cause

98.1. Where zynterra terminates the Merchant's account for reasons other than those specified in Article 97, zynterra shall provide at least thirty (30) calendar days' advance written notice to the Merchant, including a statement of reasons, in accordance with Article 4 of Regulation (EU) 2019/1150.

Article 99 -- Post-Termination Effects

99.1. Upon termination of the Merchant's account, regardless of the reason:

(a) The Merchant's account shall be deactivated;

(b) The Merchant's online store shall become inaccessible;

(c) All outstanding amounts owed by zynterra to the Merchant shall be remitted to the connected Stripe account, after deduction of fees due;

(d) All outstanding fees, charges, and other amounts owed by the Merchant to zynterra become immediately due and payable;

(e) zynterra may deduct all outstanding amounts from any remaining payouts via set-off in accordance with Article 8.

99.2. Termination does not affect the rights and obligations of the parties accrued up to the date of termination, including the obligations of confidentiality (Section XVI) and indemnification (Section XVII).

Article 100 -- Post-Termination Data Retrieval

100.1. The Merchant may request a copy of their data within ninety (90) calendar days of account termination by submitting a written request to info@zynterra.com or through the Admin Panel.

100.2. Data shall be exported in CSV and/or JSON format (standard machine-readable format) and provided to the Merchant via a secure download link.

100.3. After the ninety (90) day period, zynterra shall have the right to permanently and irreversibly delete all Merchant data from the Platform, subject to any legal retention obligations (tax documents, audit records, etc.).

SECTION XXV -- MODIFICATIONS

Article 101 -- Modification of Terms

101.1. zynterra may modify these Terms at any time by providing at least fifteen (15) calendar days' prior written notice to the Merchant via:

(a) Email to the email address provided by the Merchant in their Account;

(b) Notification in the Admin Panel.

101.2. The notice shall include:

(a) A description of the proposed modifications;

(b) The effective date;

101.3. Where the proposed modification requires significant technical or commercial adaptation by the Merchant, zynterra shall provide a longer notice period proportionate to the nature and scope of the change.

Article 102 -- Merchant Response to Modifications

102.1. If the Merchant does not agree with the proposed modifications, the Merchant may terminate these Terms before the expiration of the notice period in accordance with Article 97, without incurring any penalty.

102.2. Continued use of the Platform after the expiration of the notice period constitutes acceptance of the modified Terms.

102.3. For material modifications that affect the fundamental rights and obligations of the Merchant, zynterra may require express (active) acceptance of the modifications through the Admin Panel.

SECTION XXVI -- FORCE MAJEURE

Article 103 -- Force Majeure

103.1. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is caused by a force majeure event within the meaning of Article 306(2) of the Bulgarian Commercial Act.

103.2. Force majeure events include, but are not limited to:

(a) Natural disasters (earthquakes, floods, hurricanes, volcanic eruptions);

(b) Epidemics, pandemics, and public health emergencies;

(d) Cyberattacks, including distributed denial-of-service (DDoS) attacks, ransomware, and other malicious cyber events beyond the affected party's reasonable control;

(e) Government actions, including sanctions, embargoes, and regulatory changes;

(f) Payment network outages affecting Stripe or other financial infrastructure providers;

(g) Courier strikes or Delivery Partner service disruptions;

(h) Third-party service outages, including Stripe, AWS, Viber, and other integrated service providers, insofar as these circumstances are unforeseeable and unavoidable;

(i) Utility failures, including power outages and telecommunications disruptions;

(j) Changes in applicable law that render performance impossible or unlawful.

103.3. The affected party shall notify the other party of the force majeure event within a reasonable time and shall take all reasonable steps to mitigate the impact of the event.

103.4. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate these Terms by written notice to the other party, without owing compensation.

SECTION XXVII -- GOVERNING LAW AND JURISDICTION

Article 104 -- Governing Law and Jurisdiction

104.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Bulgaria.

104.2. Any disputes arising out of or in connection with these Terms that cannot be resolved through the internal complaint-handling mechanism (Article 86) or mediation (Article 87) shall be submitted to the exclusive jurisdiction of the courts of the city of Sofia, Bulgaria.

104.3. The provisions of Article 104.2 do not affect the Merchant's right to refer a dispute to a competent court under the general rules of jurisdiction, where required by applicable law.

SECTION XXVIII -- MISCELLANEOUS

Article 105 -- General Provisions

105.1. Entire Agreement: These Terms, together with Annex 1 (Data Processing Agreement), the Privacy Policy, the Cookie Policy, all supplements and amendments, the fee schedules published in the Admin Panel, and the Stripe agreements referenced in Article 5.3, constitute the entire agreement between zynterra and the Merchant with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or representations.

105.2. Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent of the parties.

105.3. No Waiver: The failure of either party to enforce any provision of these Terms shall not constitute a waiver of such provision or the right to enforce it at a later time.

Article 106 -- Assignment

106.1. zynterra may assign, transfer, or delegate its rights and obligations under these Terms to any affiliate, successor, or acquirer of all or substantially all of zynterra's business, with at least thirty (30) calendar days' prior notice to the Merchant, without the Merchant's prior consent.

106.2. The Merchant may not assign, transfer, or delegate its rights or obligations under these Terms without the prior written consent of zynterra.

Article 107 -- Notices

107.1. Notices to zynterra shall be sent to: info@zynterra.com.

107.2. Notices to the Merchant shall be sent to the email address associated with the Merchant's account on the Platform.

107.3. Notices may also be delivered through the Admin Panel (for notifications from zynterra to the Merchant) or by registered mail (for notifications requiring proof of delivery).

107.4. Notices shall be deemed received: (a) if sent by email, on the business day following the date of sending, unless the recipient proves that the email was not delivered due to technical reasons beyond their control; (b) if posted in the Admin Panel, on the date of posting.

Article 108 -- Language

108.1. These Terms are prepared in English and Bulgarian.

108.2. The English language version of these Terms is the controlling version. In the event of a conflict or discrepancy between the English and Bulgarian versions, the English version shall prevail.

Article 109 -- EU Online Dispute Resolution

109.1. In accordance with Regulation (EU) No 524/2013, End Users from the EU who have a dispute with a Merchant may file a complaint through the EU Online Dispute Resolution (ODR) platform.

109.2. The ODR platform is accessible at: https://ec.europa.eu/consumers/odr

109.3. Merchants operating storefronts through the Platform that sell to consumers within the European Union must include a link to the EU ODR platform on their storefront.

109.4. This information is provided for the information of End Users. zynterra is not a party to disputes between the Merchant and End Users, and the ODR platform is not applicable to disputes between zynterra and the Merchant.

Article 110 -- Service Level

110.1. zynterra targets an annual Platform availability of 99.5% (ninety-nine point five percent). This target is a commercial objective and does not constitute a contractual guarantee or give rise to any compensation obligation.

110.2. Scheduled maintenance windows, force majeure events, and interruptions caused by third-party services (including Stripe, Delivery Partners, and Viber) are excluded from availability calculations.

110.3. Scheduled maintenance windows are announced with at least twenty-four (24) hours' notice through the Admin Panel and/or via email.

110.4. zynterra shall use commercially reasonable efforts to notify Merchants in advance of scheduled maintenance that may affect Platform availability.

110.5. The Merchant's sole remedy in the event of systemic failure to meet the SLA target is the right to terminate in accordance with Article 97.

Article 111 -- Future Services

111.1. zynterra may introduce new features, tools, and services on the Platform from time to time, including but not limited to fiscal device integration, electronic signature capabilities, and additional payment methods.

111.2. New features and services may be subject to additional terms and conditions, which shall be communicated to the Merchant in accordance with Article 101, or published in the Admin Panel.

111.3. If new services involve additional fees, the Merchant shall be notified in advance and activation of the service shall require the Merchant's express consent, unless the service is included in the existing subscription plan.

ANNEX 1 -- DATA PROCESSING AGREEMENT

See Data Processing Agreement

Date of entry into force: 9 April 2026

These Terms were last updated on 9 April 2026.

zynterra EOOD, UIC 208066407, Sofia Park, Blok 121, Apt. 3, 1766 Sofia, Bulgaria