Merchant Agreement

Resource URI: xekta://docs/merchant-agreement · Public copy: https://www.xekta.com/legal/merchant-agreement

Version 2026-10-10 · Effective 10 October 2026

This agreement is between you — the business registering a shop on XEKTA ("you", "the shop") — and Aumere, Inc., a Delaware corporation doing business as XEKTA ("XEKTA", "we"). You accept it yourself, on the agreement page of your XEKTA account while signed in, before you can register your shop. Accepting it also accepts the Privacy Policy (https://www.xekta.com/legal/privacy.html).

1. What XEKTA does for you

XEKTA lets buyers' AI agents find what you have in stock, build a cart, place an order after the buyer approves it, and pay at your counter when the buyer collects. XEKTA gives you the tools; you do the selling.

XEKTA is a pilot today, and pickup is all it does. There is no delivery, no courier and no shipping. XEKTA intends to add them later, along with more cities. Those are plans, not commitments, and this agreement covers only what exists: buyers collecting from your counter.

One change is worth naming in advance. If XEKTA later handles shipped orders, XEKTA — not you — would likely become the seller of record for those orders, which changes who answers a chargeback and how money moves. That is a different arrangement from the one below, and it would take a new version of this agreement, which you would be asked to accept with the usual 30 days' notice. Nothing about it applies to you unless you accept it.

2. You are the seller of record

For every order XEKTA places today — all of which are pickup orders — the sale is by you to the buyer. You set the prices, own the stock, hand over the goods, issue refunds, answer disputes and chargebacks, and are responsible for the goods and for complying with the laws that apply to selling them. XEKTA is not a party to the sale and does not take title to goods.

3. Payments through Stripe

• Your Stripe account. You connect Stripe from the Payments page of your XEKTA account. Its button opens Stripe's own setup, where you open a Stripe connected account and complete Stripe's verification directly with Stripe; XEKTA cannot fill it in for you. You cannot receive orders until Stripe has activated both card payments and payouts on it, and the Payments page shows where that stands. Stripe's own terms apply to that account; its bank details never pass through XEKTA.
• How a buyer pays. When a buyer approves a cart, an authorization is placed on their card for the order total — for items sold by weight, the "up to" total (section 6). Nothing is charged until the buyer reads out their pickup code and you enter it, except the no-show charge in section 6, which is made without the code. Entering the code captures the charge on your Stripe account. XEKTA does not show you that code — only the buyer has it, and that is what makes entering it evidence they were at your counter.
• Partial handover. If you can only hand over part of an order, you report it and only the reduced amount is captured. Never capture more than you hand over.
• Payouts. When you connect Stripe, XEKTA sets your Stripe account's payout schedule to manual, so Stripe does not send money to your bank on its own. XEKTA releases each order's payout from your Stripe balance to your bank about 24 hours after the charge (the handover, or a no-show charge), once the buyer's contest window has closed. A payout is held longer while a contest is open, and if Stripe cannot pay it out at that moment — for example because your Stripe balance is too low — XEKTA tries again later.
• Refunds, disputes, chargebacks are yours to handle, as seller of record. XEKTA passes you the order record and the buyer's contest, if any, to use as evidence.

4. Commission

• Rate. XEKTA's commission is 5% of the goods subtotal of each completed order — excluding sales tax and any tip — collected as an application fee on the Stripe charge at the moment of capture.
• Founding exemption — 0% until 1 January 2027. Commission is 0% on every order captured before 1 January 2027, 00:00 UTC. From that moment the 5% rate applies to every order captured on or after it. Orders captured before it are not charged commission and never will be. This date is the written notice required by "The rate may change" below: it is set out here more than 30 days ahead of the increase.
• The rate may change. XEKTA may change the commission rate or how it is applied. We will give you at least 30 days' written notice before any change takes effect, by email to your shop's support address (or, if you have not given one, to the email address you sign in with) and by issuing a new version of this agreement, which you accept on your XEKTA dashboard (section 11). A change never applies to orders captured before its effective date.
• You may leave. If you do not accept a change, you may stop selling and delete your account (section 9) at any time before it takes effect, with nothing further owed for future orders. Continuing to accept orders after the effective date is acceptance of the new rate.
• Buyer fees. XEKTA currently charges buyers no service fee. If it ever does, that fee is XEKTA's and does not change what you receive.
• Card processing is Stripe's, not XEKTA's. Stripe charges its own card processing fee on each payment, under the Stripe terms you accept when you connect Stripe. Stripe takes it from the sale on your Stripe account, the same as for any other card sale you make. It is not an XEKTA charge, XEKTA does not pay it for you, and it is separate from the commission.
• Other kinds of fees. Today commission is the only thing XEKTA charges you. We may later introduce other charges — for example a monthly platform fee, a listing fee, or a fee for optional placement. Any such fee follows the same rule as a rate change: at least 30 days' written notice, it never applies to orders captured before its effective date, and if you do not accept it you may stop selling and leave with no exit fee. A recurring fee also needs your explicit acceptance of that specific offer — accepting this agreement is not acceptance of a future subscription.

5. Sales tax

Until the switch. Until XEKTA moves your shop to Stripe Tax calculation — and XEKTA notifies you before it switches — sales tax on your shop's orders is calculated at the single rate XEKTA set for your shop, as before. The rest of this section applies from the switch; the last paragraph (who registers, reports and remits) applies both before and after it.

Stripe Tax calculates the sales tax on each order, on your shop's own Stripe account, for your shop's pickup address — a pickup sale is taxed where the counter is, and the buyer's own address is not used. XEKTA shows the tax to the buyer before they approve, collects it as part of the charge, and includes it in your payout. XEKTA does not record the sale as a tax transaction on your Stripe account. Instead, XEKTA keeps its own record of what was collected and, on the Tax page of your XEKTA account, gives you a statement for each month — your taxable sales, sales tax and meals tax, with refunds included — with a CSV download, and emails it to you after each month in which you had XEKTA sales or refunds (a month with neither has no email, though its statement is still on the Tax page). That statement shows what XEKTA calculated and collected for your shop; the tax share of a refund is estimated in proportion to the refunded amount. You decide what to file.

• Tax class. Each product carries a tax class (a Stripe tax code), which tells Stripe how that kind of product is taxed. XEKTA suggests one from the product's category; you confirm it on the catalogue page of your XEKTA account, or by filling in the tax_code column when you upload a catalogue file. A product whose class you have not confirmed cannot be sold. You are responsible for the class being right for what you sell. Next to the tax class on the catalogue page, XEKTA shows a short guide to what counts as prepared food — for a shop in Fairfax County or its towns, a list of what usually counts and what usually does not; elsewhere, a reminder that it depends on your state and local rules. It is a guide, and the choice is yours.
• Registration. You enter your sales tax registration on the Tax page of your XEKTA account. Stripe only calculates tax in a state where your account has an active registration, so a shop without one in the state of its pickup address is not approved, is not shown to buyers, and cannot take orders.
• No guessing. If Stripe cannot give the tax for an order, the order does not go through and nothing is charged; XEKTA never estimates the tax. One exception: for a substitute offered to a buyer after checkout because an item was short, if Stripe cannot give its tax, the substitute is taxed at the rate that applied to the item it replaces — it appears on your monthly statement the same as every other line.
• Meals taxes. Stripe Tax does not calculate some local meals taxes (for example, Fairfax County's), so where XEKTA has confirmed a local meals tax rate for your jurisdiction — for example, Fairfax County's 4%; towns such as Herndon set their own rate — XEKTA calculates it itself, as its own line in addition to sales tax, and collects it from the buyer the same way as sales tax. The Tax page of your XEKTA account shows your shop's meals tax jurisdiction and rate once XEKTA has confirmed them, or says they are not confirmed yet, or that XEKTA has no verified rate for your area yet; once your shop has a sale with meals tax on it, the rate also appears on the monthly statement described above, named for your jurisdiction. You are responsible for marking a product as prepared food correctly, the same as for any other tax class (see Tax class above) — XEKTA only suggests it. Where XEKTA does not have a confirmed rate for your jurisdiction, it does not sell your prepared food there at all — not at an estimated rate, not at $0 — until a rate is on file and an XEKTA operator has confirmed the jurisdiction.

You remain responsible for registering, reporting and remitting sales tax, and, where XEKTA collects it, meals tax, to the authorities, unless and until XEKTA notifies you otherwise because a state's marketplace-facilitator law requires XEKTA to collect.

6. Running the counter

• Orders are accepted automatically when the buyer checks out. Report a shortage promptly from the order, on your XEKTA order screen or in your connected Telegram or WhatsApp chat; you may cancel an order with a reason until it is handed over.
• Starting an order closes the buyer's right to cancel. Until you mark an order as being prepared (the Start preparing button, on your XEKTA order screen or in Telegram or WhatsApp), the buyer can cancel it and the hold on their card is released — you are owed nothing and should not have started. From the moment you mark it, the buyer can no longer cancel and the order is yours to be paid for. Mark it when you actually start collecting the items: marking early to lock a buyer in is a misuse of this step and we may suspend a shop that does it. XEKTA's own timer does not do this for you. If nobody at your shop touches an order and our auto-ready timer moves it to ready, the buyer keeps the right to cancel — nothing was prepared, so nothing is owed. The right closes only when someone at your shop acts.
• Fresh food. If you sell fresh food — produce, meat and seafood, deli, dairy and eggs, bakery and frozen — you are responsible for its food safety and for keeping it cold until handover.
• Weighed items. For an item you sell by weight, the buyer approves an estimated price and an "up to" price — the estimate plus 15% — and the hold on their card covers the "up to" total. You weigh with a legal-for-trade scale and enter the true weight, on your XEKTA order screen or in your connected Telegram or WhatsApp chat, while you prepare the order. XEKTA caps each item at its "up to" amount and you cannot charge more: a weight above it is refused, and you trim the portion. If you have less than the buyer asked for, weigh what you have; the buyer pays for that. If you have none, report it as a shortage. An order with items sold by weight cannot be marked ready until each of them is weighed, XEKTA's auto-ready timer never marks it ready, and once it is ready the weights cannot be changed. The buyer pays the weighed price plus tax, and is told that final total when the order is ready.
• Restaurants. If your shop is registered as a restaurant, orders are prepared as soon as they are accepted, which XEKTA does for you at checkout. Buyers cannot choose a later pickup time yet, and a buyer may add an optional tip when they approve the order; only the buyer chooses it, and it is charged with the order at your counter. Tips belong to the restaurant and carry no XEKTA commission. You are responsible for passing tips on to your staff as the law requires. You are responsible for your prep times and for keeping your menu, options and prices accurate. If you cannot follow a buyer's note, decline the order rather than ignoring the note. Your usual prep time, and any extra time you add when you are busy (on your XEKTA order screen, or with the busy command in Telegram or WhatsApp), is the ready time buyers are shown. XEKTA's auto-ready timer never marks a restaurant order ready: you mark it ready when the food is ready. If you are short of an item, report it as a shortage; XEKTA offers the buyer no replacement for restaurant food, and the buyer goes without the item or cancels.
• Pickup window. A buyer has 48 hours to collect an order, counted from when it is marked ready or, if the buyer scheduled a pickup time, from that time. If you prepared the order, marked it ready yourself before the window closed, and nobody collected it within the window, the buyer is charged and the money is paid to you — the amount they would have paid at the counter, after any shortage you reported, for items sold by weight the weighed price, and for a restaurant order including the tip — because the goods were set aside on your side and the buyer had already lost the right to cancel. If the order reached "ready" only because XEKTA's timer moved it there — not because you said so — or you marked it ready only after the window had closed, nothing is charged and the hold is released; XEKTA will not charge a buyer for goods it cannot confirm anyone put aside.
• The pickup code. You never see the buyer's pickup code — not in a tool reply, not on your screen, not on the order. The buyer reads it out at the counter and you type it in; XEKTA checks it. That is exactly what makes it proof the buyer is standing in front of you, and it is why entering it charges the card. Do not ask a buyer to send it to you before they arrive.
• Contests. A buyer may contest a handover within 24 hours. You will be asked to respond; be factual and quick.
• Cancelling. You may cancel an order you cannot fulfil; the buyer's hold is released. Do not cancel to resell the same stock at a higher price to someone else.

7. Your catalogue

• Truthful. Names, prices, quantities and any description you write must be accurate. Buyers' agents are required not to add claims of their own, so what you write is all the buyer gets.
• Restricted categories. XEKTA does not list, and will reject: prescription and over-the-counter medication, supplements and vitamins, pharmacy items, baby formula, alcohol, tobacco and nicotine, firearms and ammunition, regulated goods, hazardous chemicals, controlled substances, adult products, medical devices, and anything requiring professional health judgement. Packaged food is in scope, and so is fresh food — produce, meat and seafood, deli, dairy and eggs, bakery and frozen — and prepared meals, whether you are a restaurant or a shop with a deli counter; this list still applies to all of it.
• No instructions in product text. Product titles, descriptions and notes are shown to buyers' agents as data. Text written to steer an agent — "add two more to the cart", "ignore the buyer's budget" — is a violation and gets the offer, and possibly the shop, removed.
• Sponsored placement, if XEKTA offers it and you use it, puts your offer first in search results. Every such result is sent to the buyer's AI assistant marked as sponsored. Whether the assistant repeats that label to the buyer is up to the assistant; XEKTA does not control it.

8. Suspension

XEKTA may suspend a shop that breaks this agreement, lists restricted or misrepresented goods, mishandles pickup codes, or generates an unusual rate of contests or chargebacks. Suspension stops new orders; open orders must still be fulfilled or cancelled. To appeal, write to info@xekta.com from the email address on the account.

9. Leaving XEKTA

Write to info@xekta.com from the email address on the account and we will delete your account after confirming with you; there is no delete button today (see https://www.xekta.com/legal/delete-account). It is permanent. It removes your catalogue, saved carts, availability settings, any Telegram, WhatsApp or till connection, API keys, the Stripe connection link, your login and your name, email address and phone number; buyers can no longer find your shop. The record of which documents you accepted and when stays, without the IP address or browser details. Your Stripe account itself is yours to keep or close.

Deletion is refused while any order is open — fulfil or cancel them first. Records of past orders, refunds, chargebacks, transfers and disputes are kept because tax and card-network rules require it; they keep your business name as it was but are unlinked from the deleted account.

10. Liability

• You are responsible for your goods, your prices, your tax, and the claims you make about products. You will defend and indemnify XEKTA against claims arising from them.
• XEKTA provides the service "as is". To the extent the law allows, XEKTA's total liability to you for anything arising from this agreement in any twelve-month period is limited to the commission you paid XEKTA in that period. XEKTA is not liable for buyers' conduct or for Stripe's decisions about your account.

11. Term and changes

This agreement runs until you delete your account or XEKTA ends it with 30 days' notice (immediately, for a serious breach). Each version carries a date, like the one at the top. When it changes, your XEKTA dashboard asks you to accept the new version before it opens your shop's other pages (catalogue, hours, payments, connections and setup). Your order board keeps working in the meantime and shows a banner linking to the new version, and the order buttons in Telegram and WhatsApp keep working too, because a buyer may be waiting at your counter; if you use Telegram or WhatsApp for orders, the bot also reminds you once. Orders already in progress continue. Commission changes follow the notice rule in section 4 in every case.

Version history

• 2026-10-10 — version number only; nothing in this Agreement changed. The same version of the Privacy Policy says that, if you connect Square, XEKTA puts its orders into your Square, marked as paid on XEKTA, so your till and kitchen show them.
• 2026-10-09 — section 4 now says plainly that Stripe's card processing fee is Stripe's own charge on your Stripe account, taken from each sale, and that XEKTA does not pay it. This was already how payments worked; the Agreement had not said it.
• 2026-10-08 — version number only; nothing in this Agreement changed. The same version of the Privacy Policy says a buyer's phone number is confirmed through Prelude instead of Twilio.
• 2026-10-04 — version number only; nothing in this Agreement changed. The same version of the Privacy Policy describes the address suggestions shops and buyers see on their account pages, and the Terms of Service say a buyer's cart over $200 is always approved on XEKTA's web page.
• 2026-10-03 — restaurants. Section 6 adds a Restaurants clause: orders are prepared as soon as they are accepted (automatically, at checkout), with no later pickup time yet; a buyer may add an optional tip, which only the buyer chooses; tips belong to the restaurant and carry no XEKTA commission, and passing them on to your staff as the law requires is yours; your prep times and the accuracy of your menu, options and prices are yours; if you cannot follow a buyer's note you decline the order; XEKTA's auto-ready timer never marks a restaurant order ready; and a shortage on a restaurant order is not offered a replacement. Section 4 says the commission excludes tips, the pickup window clause says a no-show on a restaurant order includes the tip, and section 7 adds prepared meals to what is in scope — the restricted list is unchanged. The same version of the Terms of Service tells buyers how restaurant orders and tips work, and the Privacy Policy says how item notes are shared and kept and that XEKTA's websites now ask before running analytics.
• 2026-09-29 — section 5 (Sales tax) rewritten, and local meals tax added. The sales tax is now calculated by Stripe Tax on your own Stripe account for your pickup address, instead of at a single rate XEKTA recorded for your shop. Each product needs a tax class that you confirm, and your shop needs an active sales tax registration, entered on the Tax page of your account, in the state of its pickup address before it is approved or shown to buyers. If the tax cannot be calculated, the order does not go through. Sales and refunds are not recorded as tax transactions on your Stripe account; instead XEKTA gives you a monthly statement, with a CSV download, on the Tax page of your account, and emails it to you after each month in which you had XEKTA sales or refunds. New in this version — local meals tax: where XEKTA has a confirmed rate for your jurisdiction, it calculates that tax too, collects it from the buyer as its own line in addition to sales tax, and includes it on the same monthly statement; marking a product as prepared food correctly is yours to get right, and where XEKTA has no confirmed rate for your jurisdiction it does not sell your prepared food there at all. What has not changed: you still register, report and remit sales tax and meals tax, unless XEKTA notifies you that a state's marketplace-facilitator law requires XEKTA to collect. Until XEKTA moves your shop to Stripe Tax calculation, and notifies you before it does, your orders are still taxed at the single rate XEKTA set for your shop. The same version of the Privacy Policy adds what is sent to Stripe to calculate the tax, drops the order number that used to be sent when a tax transaction was recorded, and says a shop's address is also used to find its local meals-tax jurisdiction.
• 2026-09-29 — fresh food and items sold by weight. Section 6 adds two clauses. Fresh food: food safety and keeping it cold until handover are yours. Weighed items: you weigh with a legal-for-trade scale and enter the true weight; an order cannot be marked ready until every such item is weighed; each item is capped at the "up to" amount the buyer approved, and you cannot charge more. The pickup window clause now says a no-show on such an order is charged the weighed price, section 3 says the buyer's hold covers the "up to" total, and section 7 adds fresh food to what is in scope — the restricted list is unchanged. The same version of the Terms of Service tells buyers how items sold by weight are priced and charged, and the Privacy Policy adds the weights you enter and the email that tells the buyer the final total.
• 2026-09-29 — a promise withdrawn. Since 4 September 2026, section 5 said that if XEKTA's volume in a state reached the level at which that state treats XEKTA as a marketplace facilitator (in California, $500,000 in annual gross sales), XEKTA would notify you and take over remittance for that state from the date it applied. That promise is withdrawn. In its place, XEKTA will notify you if a state's marketplace-facilitator law requires XEKTA to collect; until then, registering, reporting and remitting stay with you.
• 2026-09-28.2 — no change to this agreement's text beyond 2026-09-27.2. The version moved together with the Privacy Policy, which now also describes how locations are used to find nearby shops and how long a buyer's last given location is kept. It replaces 2026-09-28 and 2026-09-28.1, which were published with only that location text and without the 2026-09-27.2 corrections, so anyone who accepted either is asked to accept again.
• 2026-09-28.1 — no change to this agreement's text. The version moved together with the Privacy Policy, which now says how long a buyer's last given location is kept.
• 2026-09-27.2 — corrections so the agreement matches how XEKTA works. Shops no longer use an agent: you accept this agreement, and any new version, on your XEKTA dashboard, which asks you to before it opens your shop's other pages, while the order board (with a banner), orders in progress and the Telegram and WhatsApp order buttons carry on and the bot reminds you once (introduction, sections 4 and 11); section 10 no longer mentions "your agent"; section 9 no longer lists sponsorships or asks you to "accept" open orders, which are accepted automatically; you appeal a suspension and delete your account by writing to info@xekta.com (sections 8 and 9 said you could do both through your agent — that route is closed). Section 3 now says you connect Stripe from the Payments page of your account, that the no-show charge is the one charge made without the pickup code, and that payouts run on a manual schedule XEKTA releases about 24 hours after the charge (it said "on Stripe's schedule"). Section 6 names the buttons instead of agent tools, says a cancelled buyer's hold is released rather than refunded, and says when the pickup window starts. Section 7 no longer says sponsored placement is "always disclosed to the buyer": XEKTA marks it for the buyer's assistant and cannot make the assistant repeat it. None of these changes what XEKTA does or what you are paid. The same version of the Privacy Policy also describes how a buyer's phone number is confirmed by a one-time text code. This version replaces 2026-09-27, which was published in two different forms: one carried the corrections above, the other only the Privacy Policy's text on confirming a phone number. 2026-09-27.2 is the one text that carries both, so anyone who accepted 2026-09-27 is asked to accept again.
• 2026-09-22 — section 4's founding exemption was extended to 1 January 2027. Commission is 0% on every order captured before that moment; the 5% rate applies from it. Going to 0% is a reduction and needs no notice; the return to 5% is an increase, and this entry is its written notice, issued 101 days ahead of the effective date. No order had been captured under the 5% rate when this change was made.
• 2026-09-20 — section 5 (Sales tax) rewritten. The old text said XEKTA calculates the tax "at the rate you set for your shop" and told you to keep that rate correct. There was no way for you to set it. No tool, no form and no screen wrote that rate, so every new shop carried the column's default of 0 — meaning no tax was collected on your sales while you remained the one who owes it. The rate is now XEKTA's to record, from your shop's address, before your shop is approved, and a shop whose rate nobody has recorded can no longer be approved at all. What has not changed: you still report and remit.
• 2026-09-13.3 — section 6 gains one sentence: XEKTA's auto-ready timer does not close the buyer's right to cancel. Only someone at your shop acting on the order does. Before this version the rule read as though any order in "ready" was locked in, and an untouched order the timer had moved there would have looked the same as one you bagged yourself — it is not, and the buyer can still cancel it.
• 2026-09-13.2 — section 6 rewritten in three places, and two of them were wrong before this version, not merely incomplete. The pickup window said an uncollected order "is cancelled and nothing is charged"; since 12 September the full amount is charged and paid to you when you prepared the order and marked it ready yourself. The pickup code clause said you see the buyer's code; you have not seen it since 12 September, and that is deliberate — a code the shop can read proves nothing about who is at the counter. The third change is new: marking an order as being prepared now ends the buyer's right to cancel it, which is a protection for you and an obligation not to mark an order you have not started.
• 2026-09-13 — no clause in this agreement changed. The version number moved because XEKTA's three documents share one version: the Terms of Service gained a clause covering what happens when a buyer accepts a replacement that costs more than the item it replaces. For a shop the effect is only that such an order's authorised total, and therefore the amount captured at the counter and the 5% commission on it, can be higher than the total the buyer first approved. The buyer is shown the new total and has to choose it; a shop can never raise it.
• 2026-09-12 — section 4's founding exemption ended. The commission was 0% for every shop until 12 September 2026; from that date the 5% rate applies to orders captured on or after it. Orders captured earlier were never charged commission. This change was made while XEKTA's own pilot shops were the only merchants on the platform, so the 30-day notice in section 4 affected no third party; it applies in full to every future change.
• 2026-09-08 — section 6's "Accept quickly" clause is replaced: orders are now accepted automatically when the buyer checks out, and your two remaining rights are reporting a shortage promptly and cancelling with a reason until handover. No other section changed.

11a. Transfer of this agreement

We may transfer this agreement to another company if Aumere, Inc. is acquired, merged or reorganised, or if the XEKTA business is sold. The new owner takes on the same obligations, including the notice periods above. You may not transfer this agreement to someone else without our written agreement — if your shop changes hands, the new owner registers as a new merchant so the person accepting the terms is the person running the counter.

We may also change, add or remove features of XEKTA, and we may stop offering the service. If we stop, we will tell you at least 30 days ahead where we can, settle payouts for completed orders, and cancel anything still open.

12. Governing law

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law rules. Disputes that cannot be resolved directly are brought in the state or federal courts located in Delaware, and both of us consent to their jurisdiction.

13. Contact

Aumere, Inc. (XEKTA) · info@xekta.com · https://www.xekta.com