Terms and Conditions — Café Partners (Business)

1. Company, Scope & Contact

1. Company. The Café Compass, an eenmanszaak registered in the Netherlands.
2. Registered Address. Keizersgracht 452, 1016 GD Amsterdam, The Netherlands.
3. Registration / VAT. KvK: 98487310; VAT/BTW: NL005333380B06.
4. Territory. The Service is currently available to cafés located in the Netherlands.
5. Contact. business@thecafecompass.com
6. Language. These Terms are drafted in English. If translated, the English version controls.

2. Definitions

Capitalized terms have the meanings in Annex I (Definitions).

3. Eligibility; Business Account

1. Authority. You represent that you are authorized to bind the Café entity to these Terms.
2. Age & Capacity. You must be 18+ and legally capable of entering into contracts.
3. Account Security. Keep access credentials (e.g., OTP) confidential and secure; notify us of suspected unauthorized access.
4. Accurate Information. Provide complete and current information; we may suspend/terminate for false or outdated info.

4. Onboarding & Verification (Stripe Connect)

1. Stripe Connect. Onboarding, identity checks (KYC/KYB), business verification and payout routing occur via Stripe Connect. You must comply with Stripe’s Connected Account agreements (see Annex II).
2. Ownership & Bank Match. We (and Stripe) may require evidence that bank/IBAN details correspond to the Café.
3. Compliance. You must comply with applicable laws, incl. consumer protection, pricing transparency, VAT, allergen and age restrictions.
4. Hardware. No special hardware is required other than a compatible smartphone running our Business app or displaying a QR in-store.

5. Limited Payment Collection Agent

You appoint The Café Compass as your limited payment collection agent solely to accept wallet payments from users for transactions the user makes with your Café via the Service. Payment by a user to The Café Compass is deemed payment to the Café, and your obligation to the user is satisfied to the extent of the paid amount (net of refunds/chargebacks). Our appointment is limited and does not create a general agency, partnership or employment.

6. Using the Service; Availability & Support

1. Availability. We may modify, suspend or discontinue features for maintenance, security or operational reasons.
2. Updates. UI and functional updates may be delivered from time to time.
3. No SLA. The Service is provided on a reasonable-efforts basis without uptime guarantees.
4. Support. Standard support is via in-app support and email during business hours (CET), excluding Dutch public holidays.

7. Offers, Listings & Content

1. Accuracy. The Café is solely responsible for the accuracy and legality of its listings (menu, prices, availability, time windows, eligibility, allergens).
2. Stacking & Levels. Offer stacking is configurable per offer. Any platform-funded incentives (e.g., Level discounts) may be started, adjusted, or ended by The Café Compass at any time; cafés cannot alter platform-funded incentives.
3. Prohibited Content. We may, at any time and at our discretion, determine that content or offers are not allowed and may edit, suspend or remove any content for quality, compliance or risk reasons.
4. Edits & Removals. We may edit formatting, categorization, or visibility of listings and may suspend or remove offers or profiles without liability.

8. Fees, Taxes & Billing

1. Transaction Fee. An 8% service fee applies to each wallet transaction processed via the Service. Fees are exclusive of VAT and any other applicable taxes. Where applicable, VAT is added to our fee.
2. Currency. All amounts are in EUR.
3. Deduction. Fees are deducted from payouts and shown in dashboards and exports.
4. Invoices & Exports. Statements and export files of transactions, fees and payouts are provided on a weekly or monthly basis (as configured or communicated).
5. Taxes. You are responsible for your own taxes, including VAT on the underlying sale to users. We will issue VAT invoices for our service fee where required.

9. Payouts, Settlement & Set-off

1. Stripe Connect. Payouts are made via Stripe Connect on a weekly or monthly schedule as available and subject to Stripe’s timelines and holds.
2. Reserves / Holds. Where permitted by Dutch law and Stripe requirements, we may withhold or delay payouts in case of suspected fraud, abuse, chargebacks, or legal/compliance risk.
3. Negative Balances & Set-off. If liabilities (e.g., chargebacks, refunds, adjustments, Stripe fees) exceed current funds, we may set off against current/future payouts, debit your connected account or reasonably invoice you. You must pay invoiced amounts by the due date.

10. Refunds, Chargebacks & Disputes

1. Refund Authority. Refunds are processed by The Café Compass through Stripe; cafés cannot process refunds within the Service.
2. Reversals. If a refund occurs, applied discounts and loyalty points are reversed.
3. Fees on Refunds. To the extent permitted by Dutch law, card/network rules and Stripe terms, our service fee may remain chargeable on refunded transactions to cover processing and operational costs.
4. Chargebacks. We may deduct chargeback amounts, related Stripe fees and reasonable costs from payouts or invoice you, as permitted by law and Stripe terms.

11. Data Protection & Privacy

Personal data is processed in accordance with our Business Privacy Policy. You agree not to access, store or process personal data via the Service except as permitted by that policy and applicable law.

12. Public Profile, Brand & Marketing License

1. Public Display. By joining, you consent to public display of your Café name, logo, address, images, opening hours and offers on user-facing channels.
2. Marketing License. You grant The Café Compass a worldwide, non-exclusive, royalty-free license to use your Café name and logo for directory listings, in-product displays and reasonable marketing (e.g., case studies), without implying endorsement. Use will follow any brand guidelines you provide in writing.

13. Suspension, Termination & Effects

1. Termination by Café. You may terminate at any time via the dashboard or by written notice. We will prepare a financial overview and settle any amounts owed (less applicable fees/chargebacks/reserves).
2. Our Rights. We may suspend or terminate access immediately for suspected fraud, non-compliance, risk, or breach, and may freeze payouts pending investigation where permitted by law.
3. Effects. Upon termination, public listings are unpublished; pending payouts are processed subject to these Terms, Stripe requirements and applicable law. We retain records required by law (e.g., 7-year financial retention).

14. Service Changes, Fee Changes & Notices

1. Changes to Features/Terms. We may update features or these Terms. Material changes will receive reasonable prior notice via dashboard, app, site, or email.
2. Fee Changes. Fee increases will be announced at least 30 days before taking effect. Continued use after the effective date constitutes acceptance.

15. Intellectual Property & License

1. Our IP. The Service, software, brand names, logos and content are owned by The Café Compass or its licensors.
2. License to Café. We grant you a revocable, non-exclusive, non-transferable, non-sublicensable license to use the business dashboard and app in the Netherlands for your Café’s participation in the Service.
3. Restrictions. No scraping, reverse engineering, data harvesting, security interference, or misuse of payment functionality.

16. Warranties, Liability & Force Majeure

1. As-Is. The Service is provided “as is” and “as available,” without warranties to the maximum extent permitted by law.
2. Liability Cap. Our aggregate liability is limited to the greater of €50 or the total service fees you paid to us in the 12 months preceding the event.
3. Exclusions. We are not liable for indirect, incidental, special, punitive or consequential damages, including lost profits or data. Nothing limits liability that cannot be limited under mandatory law.
4. Force Majeure. We are not responsible for delays/failures due to events beyond reasonable control.

17. Confidentiality

Each party must keep non-public information received from the other party confidential and use it only to perform under these Terms, except where disclosure is required by law or to professional advisers under confidentiality.

18. Assignment; Order of Precedence; Severability; No Waiver

1. Assignment. We may assign/transfer our rights and obligations. You may not assign without our prior written consent.
2. Order of Precedence. If these Terms conflict with a signed order form or addendum, that document controls for the conflict only.
3. Severability. If any provision is invalid, the remainder stays in effect; the invalid provision will be replaced with a valid one closest to the original intent.
4. No Waiver. Failure to enforce a provision is not a waiver.

19. Governing Law & Dispute Resolution

1. Law. These Terms are governed by Dutch law.
2. Forum. Disputes shall be submitted to the competent courts of Amsterdam, the Netherlands.

20. Contact

Questions? business@thecafecompass.com

Annex I — Definitions

• Café: A participating merchant that accepts wallet payments and publishes offers via the Service.
• Offer: Any promotion, discount, perk or benefit shown in the Service, including rules/eligibility.
• Redemption: Completing an in-store purchase via QR using a user’s wallet balance.
• Wallet: Stored-value functionality held with Stripe for user transactions with Cafés.
• Fees: Service fees charged by The Café Compass to the Café for transactions processed through the Service.
• Payouts: Transfers to the Café’s bank account via Stripe Connect reflecting transaction proceeds less fees/adjustments.
• Chargeback: A payment dispute initiated by the user with their payment provider that may reverse a transaction.
• Reserve / Hold: A temporary withholding of funds to cover potential liabilities (e.g., chargebacks, fraud).
• Stripe Connect: Stripe’s solution for onboarding and paying connected accounts; includes identity/KYC checks and payout management.

Annex II — Stripe Connect Terms

By using payouts and payment processing, you agree to Stripe’s Connected Account terms and applicable policies. Stripe may conduct identity and compliance checks, impose reserves or payout delays, and suspend services in accordance with its policies. Your use of payouts is subject to Stripe’s separate agreements in addition to these Terms.