Merchant Terms and Conditions for MaisonQR Ltd

1. Introduction

These Merchant Terms and Conditions (“Terms”) govern the relationship between MaisonQR (“MaisonQR”, “we”, “us”) and the merchant partner (“Merchant”, “you”).

MaisonQR provides a premium digital commerce platform designed to enhance the retail experience through QR-enabled technology, facilitating seamless in-store and remote transactions.

By accessing or using the Platform, the Merchant agrees to be bound by these Terms.

2. Scope of Services

MaisonQR offers a curated digital infrastructure enabling Merchants to:

• Present products through QR-enabled interfaces
• Deliver rich product information and availability in real time
• Facilitate secure transactions via integrated payment solutions
• Offer enhanced services, including global fulfilment and digital authentication

MaisonQR operates solely as a technology and facilitation partner and does not take title to, nor ownership of, any goods offered for sale.

3. Merchant Standards and Responsibilities

The Merchant shall:

• Ensure that all product descriptions, pricing, and availability are accurate and maintained to the highest standard
• Comply fully with applicable Maltese and European Union laws and regulations, including consumer protection obligations
• Fulfil all orders promptly and in accordance with the expectations of a premium retail experience
• Manage all customer interactions, including returns and after-sales service, with due care and professionalism

4. Pricing and Transaction Control

The Merchant retains full discretion over product pricing, inventory, and applicable delivery terms.

MaisonQR facilitates payments via integrated providers, which may include both fiat and digital currency options, subject to availability and regulatory compliance.

5. Commission and Commercial Terms

MaisonQR shall receive a commission on all transactions facilitated through the Platform, as mutually agreed in writing between the parties.

Such commission shall be:

• Deducted at source, prior to settlement of funds to the Merchant; or
• Invoiced separately, payable within fourteen (14) days from the date of invoice

Failure to settle any outstanding invoices within this period may result in suspension of services and/or the application of statutory interest in accordance with Maltese law.

6. Settlement of Funds

Where applicable, MaisonQR shall remit transaction proceeds to the Merchant net of agreed commissions within the designated settlement cycle.

MaisonQR shall not be held liable for delays attributable to third-party payment institutions, banking systems, or distributed ledger networks.

7. Intellectual Property

All intellectual property rights in the Merchant’s brand, content, and products shall remain the sole property of the Merchant.

The Merchant grants MaisonQR a non-exclusive, worldwide licence to use such materials strictly for the purposes of operating, marketing, and enhancing the Platform.

8. Limitation of Liability

To the fullest extent permitted under Maltese law:

• MaisonQR shall not be liable for indirect, incidental, or consequential losses
• MaisonQR assumes no responsibility for product quality, fulfilment, or disputes arising between the Merchant and its customers

The Platform is provided on an “as available” basis without warranties of uninterrupted service.

9. Regulatory Compliance

The Merchant remains solely responsible for:

• Compliance with all applicable tax obligations, including VAT
• Adherence to EU consumer protection directives
• Observance of import/export and trade regulations
• Compliance with applicable anti-money laundering (AML) requirements where relevant

10. Term and Termination

Either party may terminate this agreement upon written notice.

MaisonQR reserves the right to suspend or terminate access immediately in the event of:

• Breach of these Terms
• Suspected fraudulent, unlawful, or reputationally damaging activity

All outstanding obligations shall survive termination.

11. Amendments

MaisonQR reserves the right to amend these Terms from time to time. Continued use of the Platform shall constitute acceptance of any updated Terms.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Malta.

Any disputes arising in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Malta.

13. Contact

For all enquiries relating to these Terms, please contact: contact@maisonqr.com

14. Data Protection and Privacy (GDPR)

14.1 Roles of the Parties

For the purposes of Regulation (EU) 2016/679 (General Data Protection Regulation, “GDPR”):

• The Merchant shall act as an independent Data Controller in respect of customer personal data collected through the Platform
• MaisonQR shall act as either an independent Data Controller or, where applicable, a Data Processor strictly on behalf of the Merchant, depending on the nature of the processing activity

The parties agree to process personal data in a manner consistent with GDPR and applicable Maltese data protection laws.

14.2 Scope of Data Processing

MaisonQR may process personal data including, but not limited to:

• Customer identification and contact details
• Transaction and purchase history
• Payment-related metadata (excluding full payment credentials where handled by third-party providers)
• Delivery and fulfilment information

Such processing shall be limited to what is necessary for:

• Facilitating transactions
• Providing Platform services
• Enhancing user experience and platform performance

14.3 Merchant Obligations

The Merchant warrants that it shall:

• Collect and process personal data lawfully, fairly, and transparently
• Provide all necessary privacy notices to customers
• Ensure it has a valid legal basis for processing (e.g. contract performance, legitimate interest, or consent where required)
• Respond to data subject rights requests in accordance with GDPR

14.4 MaisonQR Obligations

Where MaisonQR acts as a Data Processor, it shall:

• Process personal data solely on documented instructions from the Merchant
• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk
• Ensure that personnel authorised to process personal data are subject to confidentiality obligations
• Assist the Merchant, where reasonably required, in fulfilling GDPR obligations, including data subject rights and breach notifications

14.5 Data Security

Both parties shall implement appropriate safeguards to protect personal data against:

• Unauthorised or unlawful processing
• Accidental loss, destruction, or damage

Security measures shall reflect industry best practices, particularly given the premium nature of the customer experience.

14.6 Data Retention

Personal data shall not be retained longer than necessary for the purposes for which it was collected, unless retention is required by law or for legitimate business purposes.

14.7 Third-Party Processors

MaisonQR may engage trusted third-party service providers (including payment processors and logistics partners) to deliver its services.

MaisonQR shall ensure that such providers:

• Are GDPR-compliant
• Are bound by appropriate data protection obligations

14.8 International Transfers

Where personal data is transferred outside the European Economic Area (EEA), MaisonQR shall ensure that appropriate safeguards are in place, including:

• Adequacy decisions by the European Commission, or
• Standard Contractual Clauses (SCCs) or equivalent mechanisms

14.9 Data Breach Notification

In the event of a personal data breach, MaisonQR shall notify the Merchant without undue delay and provide reasonable assistance in meeting any regulatory or notification obligations.

14.10 Data Subject Rights

Both parties shall respect and facilitate the exercise of data subject rights under GDPR, including:

• Access
• Rectification
• Erasure
• Restriction
• Portability
• Objection

14.11 Liability for Data Protection

Each party shall remain responsible for its own compliance with GDPR and shall be liable for any breaches arising from its own processing activities.

15. Digital Assets, Payments, and AML Compliance

15.1 Payment Modalities

MaisonQR may facilitate transactions in both:

• Fiat currency via regulated payment providers; and
• Digital assets (including cryptocurrencies), where available and legally permissible

All payment methods are subject to applicable regulatory requirements and third-party provider terms.

15.2 Regulatory Positioning

The Merchant acknowledges that certain transactions involving digital assets may fall within the scope of:

• EU anti-money laundering directives (AMLD5/AMLD6)
• Maltese Prevention of Money Laundering Act (PMLA) and related regulations
• Any applicable Virtual Financial Assets (VFA) framework in Malta

Both parties agree to operate in full compliance with these obligations where relevant.

15.3 Merchant Obligations (AML/KYC)

The Merchant agrees that it shall:

• Conduct its business in a manner consistent with applicable AML and counter-terrorist financing (CTF) laws
• Refrain from engaging in, or facilitating, any unlawful or suspicious transactions
• Provide accurate business identification and onboarding documentation as reasonably requested
• Cooperate with MaisonQR in any compliance reviews or due diligence processes

15.4 MaisonQR Rights and Controls

MaisonQR reserves the right, at its sole discretion, to:

• Conduct onboarding checks, including Know Your Business (KYB) verification
• Monitor transactions for suspicious activity using internal controls or third-party compliance providers
• Request additional information or documentation where required for compliance purposes
• Delay, suspend, or refuse transactions that may present regulatory, legal, or reputational risk

15.5 Transaction Monitoring and Reporting

Where required by applicable law, MaisonQR may:

• Monitor and assess transaction patterns
• Flag and investigate potentially suspicious activity
• Report relevant transactions to competent authorities or financial intelligence units, without prior notice to the Merchant where legally restricted

15.6 Digital Asset Risk Disclosure

The Merchant acknowledges that:

• Digital asset transactions may be irreversible
• Value volatility may impact transaction amounts
• Network or blockchain-related delays may occur

MaisonQR shall not be liable for losses arising from these inherent characteristics.

15.7 Third-Party Providers

Crypto and fiat payment processing may be facilitated through regulated third-party providers.

MaisonQR does not custody client funds unless explicitly agreed and shall not be responsible for:

• Failures or delays attributable to such providers
• Regulatory actions impacting third-party services

15.8 Suspension and Termination for Compliance

MaisonQR may immediately suspend or terminate access to payment functionalities where:

• AML/KYC requirements are not satisfied
• Suspicious or unlawful activity is suspected
• Continued operation presents regulatory or reputational risk

Such actions may be taken without prior notice where required by law.

15.9 Indemnity

The Merchant agrees to indemnify and hold harmless MaisonQR against any claims, losses, or liabilities arising from:

• The Merchant’s failure to comply with AML/CTF obligations
• Any unlawful use of the Platform in connection with financial transactions