Partner Shop Agreement

1. Agreement and Platform Role

This Agreement governs participation in the Fikapass platform ("Platform") operated by Barium Ventures ("Company", "we", "us"). The Platform provides software enabling Partner Shops to create, manage, and sell recurring memberships to customers.

The Company provides software services only and does not provide food, beverage, retail, or in-store services. Nothing in this Agreement creates any agency, partnership, employment, franchise, or joint venture relationship.

2. Merchant of Record and Payments

2.1 Merchant of Record

The Partner Shop is the merchant of record for all memberships and transactions. Payments are processed through Stripe Connect using Direct Charges. Charges are created directly on the Partner Shop’s connected Stripe account.

2.2 Stripe Account Requirement

Partner Shop must maintain a valid Stripe account in good standing. If Stripe suspends, restricts, or terminates the account, Platform access may be suspended immediately.

2.3 Platform Fee

The Company charges a service fee equal to 8% of gross membership revenue processed via the Platform. This fee is collected as an application fee at the time of each successful transaction.

2.4 Stripe Fees

All Stripe processing fees, card network fees, dispute fees, chargeback fees, and related costs are solely the responsibility of the Partner Shop.

2.5 Chargebacks and Disputes

All chargebacks, reversals, payment disputes, and associated fees are the sole responsibility of the Partner Shop. The Company bears no financial liability and is not responsible for dispute representation.

2.6 No Holding of Funds

The Company does not hold customer funds. All funds are processed and settled by Stripe directly to the Partner Shop.

2.7 Right of Set-Off

The Company may offset any amounts owed by the Partner Shop against future application fees or amounts otherwise payable through the Platform.

3. Membership Management

Partner Shops may create capped memberships or promotional memberships (including discount-based models). Usage limits, pricing, and benefits are determined solely by the Partner Shop.

All redemptions must occur in person at designated locations. Where the Partner Shop operates multiple locations, it may determine whether memberships apply to single or multiple sites.

Partner Shops may modify or discontinue plans at any time. If Members have prepaid, the Partner Shop must either: (a) honour benefits for the prepaid period; or (b) issue an appropriate refund.

Partner Shops may suspend or remove Members for misuse, fraud, misconduct, or breach of policies.

4. Fraud, Abuse, and Platform Integrity

Partner Shops must not engage in artificial redemptions, manipulation of usage data, staff collusion, account sharing, or any activity intended to inflate or distort transaction data.

The Company may investigate suspected abuse and may suspend or terminate access at its discretion.

5. Acceptable Business Use

The Company may suspend or refuse participation by businesses operating in high-risk or restricted categories, including but not limited to regulated, prohibited, or Stripe-restricted industries.

6. Taxes and Regulatory Compliance

The Partner Shop is solely responsible for determining, collecting, reporting, and remitting all applicable taxes.

The Partner Shop is responsible for compliance with consumer protection, advertising, pricing, and local licensing laws.

7. Intellectual Property

The Company retains all intellectual property rights in the Platform. Partner Shop is granted a limited, non-exclusive, non-transferable licence to use the Platform.

Partner Shop grants the Company a non-exclusive licence to use its business name, logo, and branding for Platform operation and marketing.

8. Service Availability

The Platform is provided on an "as is" and "as available" basis. The Company does not guarantee uninterrupted availability, error-free operation, or uptime. Scheduled maintenance or unexpected outages may occur.

9. Data and Privacy

Customer data collected via the Platform is owned by Barium Ventures as set out in the Platform Privacy Policy. Partner Shops are granted limited access to Member data solely for fulfilling memberships and must comply with applicable UK data protection laws.

10. Indemnification

Partner Shop agrees to indemnify and hold harmless the Company from claims, liabilities, damages, losses, and expenses arising out of: (a) goods or services provided by the Partner Shop; (b) consumer complaints or disputes; (c) misuse of customer data; (d) regulatory violations; (e) employment-related claims; (f) chargebacks or payment disputes.

11. Limitation of Liability

To the maximum extent permitted by law, the Company’s total aggregate liability under this Agreement shall not exceed the total Platform fees paid by the Partner Shop in the preceding twelve (12) months.

The Company shall not be liable for indirect, consequential, or loss of profit damages.

12. Force Majeure

The Company shall not be liable for failure or delay caused by events beyond reasonable control, including internet outages, third-party service disruptions, regulatory actions, or acts of government.

13. Termination

Either party may terminate participation at any time. Outstanding fees and obligations survive termination.

14. Fee Changes

The Company may modify Platform fees upon reasonable notice. Continued use constitutes acceptance of revised fees.

15. Governing Law

This Agreement is governed by the laws of the United Kingdom. Disputes shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.