Version v1.0, effective 2026-08-31. The official language of the Terms is English; any translation is provided for convenience only.
KOMASHI PROVIDER TERMS
Module A — Provider Terms
Version: v1.0 · Effective date: 2026-08-31
These Provider Terms apply to every Provider using the Komashi Platform. They incorporate the Komashi General Terms of Service (Module 0), which form part of this agreement. Capitalized terms not defined here have the meanings given in Module 0.
1. Scope; Relationship to the General Terms
In short: These terms are for businesses selling their services through Komashi. They apply together with the General Terms; if the two conflict, these Provider Terms win for Provider matters. This summary is for convenience only and is not legally binding; the numbered terms govern.
1.1. These Provider Terms, together with Module 0, the Currency Terms (Module F), the Acceptable Use Policy (Module E), the Data Processing Agreement (Module D(2)) and the Privacy Policy (Module D(1)), govern your use of the Platform as a Provider (the "Provider Agreement").
1.2. In case of conflict between these Provider Terms and Module 0, these Provider Terms prevail, subject to Section 3.2 of Module 0.
1.3. Capacity; what you must tell us. These Provider Terms apply to you whether you offer your Provider Services as a business or as a private individual. When you register you must tell Komashi, and keep accurate, whether you offer your Provider Services in the course of a trade, business, craft or profession. That statement determines two things: how Komashi describes you to End Users under Section 1.5 of the End User Terms (Module C), and which of the following applies to you.
1.3a. Business Provider. If you offer your Provider Services in the course of a trade, business, craft or profession, you are a "Business Provider". This includes a company, a registered sole trader, and an individual who is not registered as a business but nonetheless offers services on a regular, organised, or profit-seeking basis. These Provider Terms apply to you in full.
1.3b. Private Provider. If you do not act in that course — for example where you occasionally let a property you own, or occasionally offer a service outside any trade or profession — you are a "Private Provider", and the following apply instead of, or in addition to, the corresponding provisions:
(a) Section 9 (Indemnification) does not apply to you.
(b) Komashi's liability to you is subject to Sections 10.5 and 10.5a of Module 0, including the consumer minimum cap.
(c) Sections 5.2a–5.2c do not apply to you as a matter of law, because Regulation (EU) 2019/1150 covers business users only. Komashi will nevertheless give you the same statement of reasons and the same notice periods as it gives a Business Provider.
(d) You may withdraw from the Provider Agreement within fourteen (14) days of entering into it, as set out in Section 8.1a.
(e) Section 13.2 of Module 0 (arbitration) does not apply to you; Section 13.2a applies to you instead.
(f) Nothing in the Provider Agreement affects the mandatory consumer rights of the law of your country of residence, which prevail (Section 14 of Module 0).
1.3c. Status is a matter of fact. Whether you are a Business Provider or a Private Provider depends on how you actually operate, not on what you declared. If Komashi becomes aware that your declaration does not reflect how you operate, Komashi will correct your status, tell you, and update what End Users are shown. If you declared business status but do not in fact act as a business, Section 1.3b applies to you regardless of your declaration. You must tell Komashi without undue delay if your circumstances change.
1.3d. Your own legal obligations are unaffected. Whichever category you fall into, you remain solely responsible for your own registration, licensing, tax, and reporting obligations in every jurisdiction where you operate (Sections 6.2 and 6.4), including any registration or permit scheme applicable to the activity you offer.
1.4. Distribution channels; affiliate programs; your intellectual property (Regulation (EU) 2019/1150, Art. 3(1)(d)–(e)). Komashi markets Provider Services through the Platform itself and through the Komashi referral program (Module B), under which Partners may direct prospective Providers and End Users to your Provider presence. Komashi operates no other distribution channel or affiliate program for your Provider Services. Your intellectual property remains yours: Section 7.3 of Module 0 confirms that you retain ownership of your User Content, and the license you grant Komashi under Section 7.4 of Module 0 is limited to what is necessary to operate the Platform and terminates when the content is deleted. Nothing in the Provider Agreement transfers ownership or control of your trademarks, brand, service descriptions, images, or customer data to Komashi.
2. The Provider Services Relationship; Komashi's Role
In short: Your customers are yours, not ours. You sell your services to your End Users under your own contract with them; Komashi only supplies the software. Payments from your customers go directly to you through the Payment Provider — Komashi never holds your money or your customers' money. Non-binding summary.
2.1. The Platform enables you to offer, manage, and sell your Provider Services to your own customers (End Users). The contract for Provider Services is concluded exclusively between you and the End User. Komashi is not a party to it, does not act as your agent or commercial representative, and does not sell or resell your Provider Services.
2.2. NO INVOLVEMENT IN THE MONEY FLOW. ALL PAYMENTS FOR YOUR PROVIDER SERVICES FLOW DIRECTLY FROM THE END USER, VIA THE PAYMENT PROVIDER, TO YOU. KOMASHI IS NOT PART OF THE MONEY FLOW: KOMASHI IS NOT A MERCHANT OF RECORD, NOT A PAYMENT SERVICE PROVIDER, AND NEVER HOLDS, RECEIVES, CONTROLS, OR TRANSMITS FUNDS BELONGING TO YOU OR YOUR END USERS. THE FEES YOU OWE KOMASHI UNDER SECTION 4 ARE INVOICED BY KOMASHI TO YOU SEPARATELY AND ARE NEVER DEDUCTED FROM, OR SETTLED OUT OF, END USER PAYMENTS.
2.3. Your acceptance of payments requires an agreement between you and a Payment Provider under the Payment Provider's own terms. You are responsible for complying with the Payment Provider's terms, and Komashi is not responsible for the Payment Provider's acts, omissions, availability, or fees.
2.4. Chargebacks and payment disputes. Any chargeback, reversal, refund, or payment dispute in respect of an End User payment for your Provider Services is a matter between the End User, you, and the Payment Provider, and is borne by you on your own account with the Payment Provider. Consistent with Section 2.2, Komashi is not the merchant of record, holds no funds and no reserve against any such chargeback or dispute, is not a party to it, and bears no liability for it. Payment Provider fees, chargeback fees, and reserve requirements, if any, are governed by your agreement with the Payment Provider.
3. Your Account; Subdomain; API Keys
In short: You get a Provider account, a Komashi subdomain for your business, and API keys if you integrate. Keep your API keys secret — whoever holds them can act as you. Non-binding summary.
3.1. Your Provider Account is subject to Section 5 of Module 0 (passwordless login). You may authorize staff members to access your Account as permitted by Platform functionality; you are responsible for their acts and omissions.
3.2. Komashi may make a subdomain available for your Provider presence (e.g., [yourname].komashi.com). The subdomain remains Komashi's property; you receive a revocable right to use it for the duration of the Provider Agreement. You may not use a subdomain that infringes third-party rights or violates the AUP.
3.3. If you use the Komashi API, Komashi will issue you API keys. API keys are confidential; you must protect them, must not share them with third parties (other than service providers acting on your behalf under confidentiality obligations), and must notify Komashi promptly at info@komashi.com if a key is compromised. Komashi may rotate, rate-limit, or revoke API keys for security reasons or breach of the Provider Agreement. All activity performed with your API keys is attributed to you.
4. Fees
In short: Komashi charges a commission on the invoices you issue through the Platform — the exact rates are in Schedule 1, and your 10 largest invoices each month are free of commission. Long-standing Providers get loyalty rates. Commission is billed by Komashi to you separately; it is never taken out of your customers' payments. Non-binding summary.
4.1. Commission. In consideration of the Services, you shall pay Komashi a commission calculated by reference to the value of invoices you issue to End Users through the Platform (the "Commission"). The Commission and any other amounts payable by you to Komashi are "Fees" as defined in Section 2.4 of Module 0. The applicable Commission rates are set out in Schedule 1 (Fee Schedule), which forms part of these Provider Terms. Rates depend on your annual revenue invoiced through the Platform (in USD, per calendar year running 1 January to 31 December); invoices issued in another Supported Currency are converted into USD in accordance with the Currency Terms (Module F), which also govern the currencies in which you may invoice. Your rate band is determined by the total value of the invoices you issue through the Platform during the calendar year, whether or not those invoices are subsequently paid. This is deliberately a different basis from Section 4.1a: issuance determines which rate applies to you; payment determines which invoices bear Commission at that rate. An invoice, once issued, is final for the purpose of the band calculation. The Platform does not issue cancellation or credit notes, and a cancellation, credit note, or refund arranged outside the Platform does not remove the invoice from the band for the calendar year in which it was issued. Section 4.1c (invoices issued in breach of the Acceptable Use Policy) and Section 4.1d (correction route) are the only routes by which an issued invoice is disregarded. If your annual revenue crosses into a new band during a calendar month, the new band's rate applies to that entire month. Each billing month begins on the 1st day at 00:00 in your local time zone.
4.1a. Paid invoices only. Commission accrues only on invoices that have actually been paid by the End User. Invoices that remain unpaid or whose payment failed do not bear Commission. Komashi determines paid/unpaid status from settlement-status information reported to it by the Provider or the Payment Provider after payment has occurred; Komashi receives no End User funds, card numbers, or payment credentials, and does not participate in the authorization, clearing, or settlement of any End User payment. Its Commission is a charge for use of the software platform, invoiced to and paid by the Provider independently of, and never conditioned on Komashi's involvement in, any End User payment. Because Commission accrues only on invoices that were actually paid, an invoice that is cancelled before payment, or that is never paid, bears no Commission and nothing needs to be reversed. Where an invoice was paid and the Provider subsequently refunds or credits the End User, Section 4.1d applies.
4.1c. Integrity of the band calculation. Because the band is measured on invoices issued rather than on invoices paid (Section 4.1), Komashi may disregard, for the purpose of the band calculation only, any invoice that was issued in breach of the Acceptable Use Policy, including fictitious, self-dealing, or duplicated invoices and invoices issued to manipulate the rate band or the free allowance (AUP Section 2.3). Komashi will notify you of any invoice it disregards and of the corrected band, and you may contest that decision through the complaints process in Section 16 of Module 0. This Section does not affect Commission already correctly accrued, and does not entitle Komashi to disregard an invoice merely because the End User failed to pay it.
4.1b. Referral-code registrations. If you registered using a Partner's referral code, the Partner's commission under the Partner Program is included within the Commission rates set out in Schedule 1 and is settled by Komashi out of its own revenues; no part of the Commission is collected or held by Komashi on the Partner's behalf, and you owe nothing to any Partner. No additional amount is charged to you.
4.1d. Refund of a paid invoice — correction of Commission. If an invoice on which Commission has accrued is afterwards cancelled, credited, or refunded to the End User, in whole or in part, you may ask Komashi to correct the Commission. Because the Platform does not issue cancellation or credit notes, this is a documented request, not an automatic reversal:
(a) How to make it. Send Komashi, through the support channel in Section 16.1 of Module 0, the invoice reference and evidence that the amount was in fact refunded or credited to the End User (for example the credit note you issued outside the Platform, or the refund confirmation).
(b) What Komashi does. Where the evidence shows the refund or credit, Komashi credits the Commission attributable to the refunded amount against the Fees for the current billing period, or refunds it if no further Fees are payable. Komashi does not reopen a closed billing month, and the correction is made proportionately where the refund is partial.
(c) What it does not change. The correction does not alter the rate band for the calendar year (Section 4.1) or the free allowance for the month in which the invoice was issued (Section 4.2); those run on invoices issued and are final once the period has closed. A change of rate band resulting from a correction takes effect prospectively only.
(d) Time limit. A request under this Section must be made within twelve (12) months of the date of the invoice concerned.
4.2. Free allowance. In each calendar month, the number of invoices specified in Schedule 1 is exempt from Commission. The exempt invoices are the largest by gross invoice value among the invoices you issue through the Platform in that month, converted into USD under the Currency Terms (Module F) where issued in another currency, whether or not those invoices are paid — the same basis as the rate band in Section 4.1.
(a) Equal values. Where two or more invoices have the same value and the allowance cannot cover all of them, the allowance is applied to those invoices in the order in which they were issued, earliest first, until it is used up. The allowance never exceeds the number specified in Schedule 1, however many invoices of equal value you issue in that month.
(b) The allowance is fixed once the month closes. The allowance is calculated on the invoices issued in that month and is not recalculated afterwards. A refund or credit given to an End User after the month has closed does not free up allowance, does not move it to another invoice, and does not carry it into the following month; the Commission consequences of such a refund are dealt with under Section 4.1d instead.
The exemption is applied automatically at the end of the billing period. There is no registration fee and no fixed monthly subscription fee.
4.3. Loyalty discount. After the qualifying period of continuous active use specified in Schedule 1, the loyalty rates in Schedule 1 apply automatically in place of the standard rates.
4.4. Nature of the Fees. The Commission and any other Fees are charges for the use of the Komashi software platform. They are not a payment-processing charge and are not collected from, deducted from, or settled out of End User payments (Section 2.2). Payment Provider fees are separate, are charged by the Payment Provider under its own terms, and are your responsibility.
4.5. Taxes. Fees are exclusive of VAT and other applicable taxes, which will be added where required by law. Each party is responsible for its own taxes (Section 6.4).
4.6. Changes to Fees. Komashi may change Schedule 1 (including the Fees, tier structure, free allowance, and loyalty criteria) in accordance with Section 4 of Module 0 (notice and grace period). Changes apply from the next billing period commencing after the change takes effect. The version of Schedule 1 in force during a billing period governs that period.
4.6a. Existing Providers keep their rate. An increase to the Commission rates in Schedule 1 applies only to Providers who register after that increase takes effect. A Provider who was already party to a Provider Agreement when the increase takes effect retains its existing (pre-increase) Commission rates for three (3) years from the date the increase takes effect, after which the then-current rates apply. This Section does not prevent Komashi from applying changes that are more favorable to the Provider, or from applying uniform changes to the free allowance or loyalty criteria.
5. Billing; Late Payment; Account Blocking
In short: We invoice you on the 3rd of each month for the previous month. If you don't pay within 10 days, your account is blocked; to unblock it you only need to settle what you owe — there is no reactivation fee. EU Providers get the additional protections EU law requires. Non-binding summary.
5.1. Billing cycle. Komashi issues its invoice for Fees on the 3rd day of each calendar month, covering the preceding calendar month. Komashi invoices and collects all Fees in US dollars (USD), whatever currency your own invoices to End Users are issued in (Currency Terms (Module F), Section 5). Invoices are payable within ten (10) days of the invoice date. Fees are collected by charging the payment method you have registered with Komashi through the Payment Provider, in accordance with Section 5.1a; the invoice identifies the payment method charged. Where no registered payment method is available — before your first payment, or where a registered method has expired or been declined — the invoice states the alternative method by which it may be paid.
5.1a. Automatic charging of Fees; storing your payment method. Once you have paid Komashi at least once, you authorize Komashi to charge the Fees automatically to the payment method you have registered with Komashi. Registering that payment method is carried out by the Payment Provider under its own terms: the Payment Provider verifies and stores the card and returns to Komashi only a reference to the stored payment method. Komashi does not receive, store, or process your card number, security code, or other payment credentials, and Komashi applies no verification charge and no verification hold to your card. Registration and the automatic charging of Fees occur at the Provider level (between you and Komashi) and are separate from, and never settled out of, the End User payment flow (Section 2.2). Komashi does not initiate or perform any validation, hold, or charge on an End User's card.
5.2. Blocking for non-payment.
(a) Retries and failure notices. Where the Fee is charged automatically to your registered payment method (Section 5.1a) and a charge fails, Komashi retries it over a period of seven (7) days and notifies you of each failed attempt, so that you can check or update your payment method.
(b) Blocking. If any invoiced amount remains unpaid ten (10) days after the due date under Section 5.1, your Account is blocked automatically — suspending your and your End Users' access to your Provider presence on the Platform — until all outstanding amounts are paid.
(b)(i) What you are told, and when. The notices under paragraph (a) are about failed charge attempts; there is no separate reminder immediately before the block itself, which follows automatically once the ten days have run. Komashi notifies you when the block takes effect, stating the amount outstanding and how to clear it. Where Section 5.2a applies to you, that notice is the statement of reasons on a durable medium required by it. The automated nature of this decision, and your right to human review of it, are described in Section 7.1a of the Privacy Policy.
(c) Reactivation is governed by Section 5.3.
5.2a. EU business users (Regulation (EU) 2019/1150 — "P2B"). Where you are established in the EU/EEA or offer your Provider Services to consumers in the EU/EEA, Komashi will: (a) provide you with a statement of reasons on a durable medium for any restriction, suspension or termination of the Services, at the latest when a suspension takes effect and at least 30 days before a termination takes effect; (b) disclose the main ranking parameters as set out in Section 5.2b; and (c) provide the complaint-handling and mediation arrangements set out in Section 5.2c. Immediate action in cases of illegality, fraud, repeated infringement, or threats to security (AUP Section 4.2) remains available as permitted by that Regulation. For Providers within the scope of this Section, the 30-day termination notice in this Section prevails over the shorter cure and notice periods in Section 12.3 of Module 0 and Section 5.5 of these Provider Terms, except where the Regulation permits immediate termination.
5.2b. Ranking transparency (P2B Art. 5). The Platform does not rank, order, or prioritise Provider presences, listings, or services against one another. Each Provider has its own presence, and the Platform presents no cross-Provider search results, directory, or category pages through which Providers could be ordered. There is accordingly no ranking mechanism to describe, and Komashi accepts no direct or indirect remuneration from any Provider in exchange for visibility or position. Where an End User finds a Provider presence through a general search engine, the position is determined by that search engine, not by Komashi. If Komashi introduces any ranking or ordering of Providers, it will set out in this Section the main parameters determining it, in order of importance, and the relative weight of those parameters, and will do so before the feature goes live and with notice under Section 4 of Module 0 to Providers within the scope of this Section.
5.2c. Complaint handling and mediation (P2B Arts. 11–12). Komashi accepts complaints from Providers free of charge under Section 16 of Module 0 and will handle them individually, diligently, and within a reasonable time. For as long as Komashi qualifies as a small enterprise within the meaning of the Annex to Recommendation 2003/361/EC, Articles 11 and 12 of the P2B Regulation (internal complaint-handling system and designated mediation) do not apply to Komashi as of right; if and when Komashi ceases to so qualify, Komashi will operate the internal complaint-handling system required by Article 11 and will identify in these Terms two or more mediators with which it is willing to engage under Article 12, before those Articles become applicable to it. Nothing in this Section prevents a Provider from raising a complaint under Section 16 of Module 0 in the meantime, or from pursuing any remedy available to it under the Terms or applicable law.
5.3. Reactivation. A blocked Account is reactivated once all outstanding Fees are settled, together with any reactivation fee set out in Schedule 1. The reactivation fee in Schedule 1 is currently zero, so reactivation today requires only settlement of what you owe, and no separate charge is made for restoring your Account. Komashi may introduce or change a reactivation fee only by amending Schedule 1 in accordance with Section 4.6 (advance notice and grace period), and any such fee will be set by reference to the administrative cost of restoring a blocked Account.
5.4. Effect of blocking. Blocking under this Section is a suspension under Section 12.2 of Module 0. While the Account is blocked, all Platform services for the Provider are switched off until the Account is reactivated, and the Provider's Provider Services are treated as expired towards End Users, and throughout that period the Provider remains solely responsible for everything relating to its Provider Services and End Users; Komashi does not process, manage, or handle any invoices, the Payment Provider relationship, or any other aspect of the Provider's operations during the block. To the maximum extent permitted by applicable law, Komashi is not liable for any loss (including loss of business or End User claims) resulting from blocking carried out in accordance with this Section. Your payment obligations continue to accrue for Services provided prior to blocking.
5.5. Persistent non-payment. If outstanding amounts remain unpaid 30 days after blocking, Komashi may terminate the Provider Agreement for material breach under Section 12.3 of Module 0. This period replaces, and is more generous than, the cure period in Section 12.3(a) of Module 0 for non-payment breaches.
6. Your Responsibilities as Provider
In short: Your services, your rules, your responsibility. You alone are responsible for what you sell, for its legality, for your taxes, and for treating your customers in line with consumer law — including refunds and cancellations under your own policy. Non-binding summary.
6.1. Provider Services. You are solely responsible for your Provider Services, including their quality, safety, legality, description, pricing, performance, and delivery, and for all representations you make to End Users.
6.2. Legal compliance. You shall comply with all laws applicable to your business and your Provider Services, including licensing and registration requirements, sector-specific regulation, advertising and marketing law, sanctions and export rules, and anti-money-laundering obligations applicable to you. You shall not offer Provider Services through the Platform that require a license you do not hold.
6.3. Consumer protection toward your customers. Where your End Users are consumers, you are solely responsible for compliance with the consumer protection laws applicable to them, including mandatory information duties, language requirements, withdrawal and cancellation rights, guarantees, and complaint handling. Refunds and cancellations of Provider Services are governed exclusively by your own published policy and applicable law, and are solely your responsibility. Komashi has no obligation to provide, fund, or administer refunds of amounts paid for Provider Services (see also Section 6.2 of Module 0 — Komashi never holds those funds).
6.4. Taxes. You are solely responsible for determining, invoicing, collecting, reporting, and remitting all taxes applicable to your Provider Services (including VAT/GST/sales tax) in every relevant jurisdiction. Komashi does not provide tax advice and does not act as your tax agent, even where the Platform provides invoicing functionality that you configure.
6.4a. Correct configuration; time zone; VAT; invoicing. You are solely responsible for correctly configuring your Account and the invoicing system, including your time zone (Section 2.4a of Module 0), your invoicing currency (Section 3.5 of the Currency Terms (Module F)), your tax and VAT settings, and your invoice templates, so that each invoice issued through the Platform is correct and shows the applicable VAT. All time-based calculations (including the billing month) are determined by the time zone you configure. If any invoice is issued incorrectly as a result of your configuration, you must promptly notify Komashi and correct the configuration, and the resulting liability — including toward End Users and tax authorities — is yours alone.
6.4b. If you let property. Where your Provider Services consist of, or include, the letting of immovable property, the following apply in addition to Sections 6.1 to 6.4a.
(a) The tenancy is yours, and so is its wording. Komashi supplies no tenancy agreement template, no model clauses, no suggested wording, and no advice on the law governing any letting. The Platform is invoicing, booking and payment software; it does not draft your tenancy. You are solely responsible for the terms you agree with your tenant and for their compliance with the law of the place where the property is.
(b) That law is mandatory and local. National tenancy law commonly regulates rent levels and increases, the deposit, notice periods, the form the agreement must take, and protection against eviction, and commonly cannot be excluded by agreement. Nothing in the Terms, and nothing the Platform does, displaces it.
(c) Where the letting is for residential purposes, the contract between you and your tenant falls outside Directive 2011/83/EU (Article 3(3)(f)), so its pre-contractual information duties and its 14-day withdrawal right do not apply to it (Section 6.3a of the End User Terms). Directive 93/13/EEC on unfair terms still applies in full, as does national tenancy law under paragraph (b). Komashi nevertheless applies the same marketplace labelling to these listings as to every other listing (Section 1.5b of the End User Terms); that is Komashi's choice, not a legal requirement, and it does not make Komashi responsible for the letting.
(d) Registration and reporting schemes. Where the property, the letting, or you are subject to a registration, licensing, or reporting scheme — including any short-term rental registration scheme — obtaining and maintaining that registration, and displaying any required registration number, is your responsibility. Section 6.9 applies to the tax information Komashi must collect from you.
6.5. Your content and data. You are responsible for the accuracy and lawfulness of all User Content you upload, including service descriptions, prices, images, and invoice data, and for having all rights necessary to grant the license in Section 7.4 of Module 0. You alone are responsible for any content you upload, including any unsolicited, unlawful, or prohibited content, which is subject to the Acceptable Use Policy (Module E); Komashi does not pre-screen User Content.
6.6. Your End Users. You shall ensure that your End Users' use of your Provider presence complies with the AUP, and you shall present the End User Terms (Module C) to your End Users where the Platform provides for this.
6.7. Integrations you switch on. The Platform lets you enable third-party integrations, including web analytics (such as Google Analytics or Microsoft Clarity) and AI features. Where you enable one:
(a) you decide that the integration runs on your Provider presence, and you are the controller of the personal data it collects there;
(b) you are responsible for the legal basis, including obtaining and recording valid consent from your visitors before any non-essential cookie or similar tracking technology is set, and for informing them in your own privacy notice which providers receive their data. The Platform supports this: an integration you enable does not run until the visitor has accepted cookies. You remain responsible for the content of your own privacy notice;
(c) you are responsible for the transfer position where that provider is established outside the EU/EEA; and
(d) you must not enter into an AI feature any data you are not entitled to disclose to the AI provider, including special-category personal data and anything covered by professional secrecy.
Komashi provides the technical integration point only, does not select these providers for you, and is not the controller of the processing you switch on under this Section.
6.8. Your checkout, and the consumer's payment obligation (Directive 2011/83/EU, Art. 8). Where you sell to consumers at a distance, that Directive requires the consumer to be made explicitly aware, when placing the order, that the order carries an obligation to pay, and requires any order button to be labelled "order with obligation to pay" or with a corresponding unambiguous formulation. The sanction is severe and it falls on you: if this is not complied with, the consumer is not bound by the contract or the order.
(a) The obligation is yours. You sell to the End User (Section 2), so the duty to comply is yours, together with the pre-contractual information duties of that Directive and of the law of the consumer's country.
(b) The Platform supports it. Where the Platform provides the checkout, Komashi labels the confirming action in accordance with that Article and shows the total price payable before it. Where you configure your own wording, button label, or checkout flow, keeping it compliant is yours, and you must not replace the label with a formulation that does not convey the payment obligation.
(c) Same allocation as Section 6.7(b). As with consent to cookies, Komashi builds the mechanism and you carry the legal duty; neither substitutes for the other.
6.9. Tax information Komashi must collect and report (Council Directive (EU) 2021/514 — "DAC7"). Where Komashi is a reporting platform operator under that Directive as implemented in the Member State in which it registers, it must carry out due diligence on Providers and report annually. This Section is what makes that possible.
(a) You must supply the information. On request, you shall provide and keep up to date: if you are an individual — your first and last name, your primary address, your date of birth, any tax identification number issued to you together with each Member State that issued it (or, if you have none, your place of birth), and your VAT identification number where you have one; if you are an entity — your legal name, your primary address, any tax identification number and each Member State of issuance, your VAT identification number where you have one, your business registration number, and the existence and location of any permanent establishment in the Union through which you carry out the activity. Where you let immovable property, you shall in addition provide the address of each property listed, the land-registration number or its equivalent where available, and the number of days each property was let in the period.
(b) Verification. Komashi verifies the information against the records available to it and against any electronic interface made available free of charge by a Member State or the Union for validating a tax identification number or VAT number. You shall correct information Komashi identifies as unreliable.
(c) If you do not supply it, Komashi must act, and has no discretion. If you have not provided the information after two reminders and at least sixty (60) days from the initial request, Komashi is required by that Directive to either close your Account and prevent you from registering again, or withhold payment of consideration to you, until you provide it. Komashi will tell you which measure it applies and will lift it as soon as the information is provided. This is a legal obligation on Komashi, not an enforcement measure under the Acceptable Use Policy, and Section 4.3 of that Policy does not apply to it — but you may of course correct the position at any time by supplying the information.
(d) Reporting. Where you are a reportable seller, Komashi reports the information in paragraph (a), together with the consideration paid or credited to you and any fees, commissions or taxes withheld or charged by Komashi, to the competent authority of its Member State of registration, by 31 January of the year following the calendar year concerned. Komashi will make available to you the information reported about you.
(e) Records. Komashi retains the records of these steps for the period in Section 9.2a(c) of the Privacy Policy.
(f) This does not make Komashi your tax agent. Section 6.4 continues to apply: your own tax position, your invoicing, and your filings remain yours alone. Reporting under this Section is Komashi's own obligation to a tax authority and is not advice to you.
7. Data Protection; DPA
In short: For your customers' personal data, you are the controller and Komashi is your processor. The Data Processing Agreement (Module D(2)) governs this and is part of your contract. Non-binding summary.
7.1. In respect of personal data of End Users processed on the Platform in connection with your Provider Services, you are the controller and Komashi is your processor. The Data Processing Agreement (Module D(2)) is incorporated into and forms part of the Provider Agreement.
7.2. You warrant that you have a valid legal basis for the processing of End User personal data you instruct through your use of the Platform, and that you provide End Users with all legally required privacy information.
7.3. Komashi processes personal data relating to you and your staff as a controller, as described in the Privacy Policy.
7.4. Access to data (Regulation (EU) 2019/1150, Art. 9). This Section describes the technical and contractual access to data that applies between you and Komashi.
(a) Komashi's access. Komashi has access to the data held in the Platform that is necessary to operate it: your account and business identification data, your service catalogue and pricing, your invoice, subscription and transaction records, your End User records, the files and images you upload, and technical data such as logs, error reports, API events and delivery statuses. Komashi accesses personal data of your End Users as your processor under the Data Processing Agreement (Module D(2)), and processes your own account data as controller as described in the Privacy Policy (Module D(1)). Komashi does not handle card data: card numbers, security codes and other payment credentials are handled by the Payment Provider under its own terms, and Komashi holds only a reference to a stored payment method (Section 5.1a; Section 6 of Module 0).
(b) Your access. You have access, through the Platform interface and the API, to the data relating to your own account and your own business, including the data generated in the course of providing the Services to you and to your End Users, and you may export it in a commonly used format. Under normal Provider permissions you have no access to the data of any other Provider or of another Provider's End Users. Access after termination is governed by Section 8.2.
(c) Platform-level and aggregated data. The Platform holds administrative and analytical data at platform level, including data derived from your use of it. That platform-level data is accessible only to Komashi's operators, and is not made available to you or to any other Provider, whether individually or in aggregate. Komashi may hold, at Provider and service level, view, subscription, revenue, active-customer and trend data.
(d) Third parties. Komashi discloses data to the following categories of recipient, in each case limited to what the relevant function requires. Komashi does not transmit all stored data to every recipient; each recipient receives only the data needed for the function you or Komashi have enabled.
(i) Payment and invoicing providers — the Provider, customer, invoice, subscription and transaction data needed for payment, invoicing and settlement, disclosed to the provider you have enabled. You control this by choosing your provider.
(ii) Hosting, storage, logging and infrastructure providers — uploaded files and images, technical logs, error reports, API events and operational data. Necessary for the Platform to function; no opt-out.
(iii) Transactional email — sent from Komashi's own mail servers. No third-party delivery provider receives your End Users' names, email addresses, or message content. Where you configure your own external messaging service, that service is yours and not Komashi's sub-processor. Necessary for the Platform to function; no opt-out.
(iv) AI providers — where an AI feature is enabled, the text submitted to that feature. This includes service names and descriptions, and the content of support questions and support tickets, which can contain End User personal data. The AI provider acts as Komashi's sub-processor and is listed in Annex 3 of the Data Processing Agreement; it is contractually prohibited from using the data for its own purposes, including model training, and Komashi restricts the models a feature may use to those whose provider accepts that restriction — the prohibition applies down the whole routing chain, not only to the service Komashi contracts with. The provider is established in the United States, and the transfer is made under the Standard Contractual Clauses (DPA Section 5.2a). Controlled by the configuration of the AI feature; see Section 6.7.
(v) Exchange-rate data provider — only the rate data needed for the conversions under the Currency Terms (Module F). Necessary for the Platform to function; no opt-out.
(vi) Web analytics providers you configure — where you configure Google Analytics or Microsoft Clarity on your Provider presence and the visitor consents, those providers receive the usage, device and session data of visitors to your presence. Entirely your choice; see Section 6.7.
(vii) Authentication and analytics providers Komashi engages — where a user signs in using a third-party identity provider, that provider receives the sign-in request and returns the name, email address and account identifier; and Komashi operates web analytics on its own account for the Platform itself. These providers are Komashi's sub-processors, are listed in Annex 3 of the Data Processing Agreement, and are distinct from the analytics you configure under (vi). Necessary for the sign-in method chosen by the user; analytics subject to consent where required.
The recipients Komashi engages as its own sub-processors are listed at https://komashi.com/legal/subprocessors, and you may object to a new sub-processor under Section 4.2 of the Data Processing Agreement. Beyond the categories above, Komashi discloses data to third parties only where required by law. Komashi retains internal historical records (account, permission, subscription, invoice, payment, notification, audit, API and technical logs) for the periods set out in Section 9.2 of the Privacy Policy.
8. Term; Termination; Data Handling After Termination
In short: When your account ends, your data is soft-deleted first, your subdomain is held for 60 days, and API keys are revoked immediately. The exact retention periods are in the Privacy Policy. Non-binding summary.
8.1. Term; your right to terminate. The Provider Agreement runs for an indefinite term until terminated in accordance with its terms or Module 0. You may terminate at any time by notice through the Platform or to info@komashi.com.
(a) Effect. Termination takes effect immediately on receipt of your notice. From that moment you may not offer or sell new Provider Services, take new orders, or start new subscriptions through the Platform, and your public Provider presence is removed.
(b) Run-off for existing subscriptions. Subscriptions of your End Users that are already active when your notice takes effect continue to run until the end of their current term, and are not renewed. For the sole purpose of serving them, the Platform continues to issue the invoices falling due for those subscriptions, and you remain responsible for delivering the corresponding Provider Services and for all your obligations to those End Users under Section 6.
(c) Fees during run-off. Commission continues to accrue and remains payable on those invoices under Section 4, on the same terms as before termination, until the last subscription has ended.
(d) After run-off. When the last subscription has ended, Section 8.2 (soft delete) applies and the retention periods in Section 9.2 of the Privacy Policy begin to run. Accrued Fees remain payable in any event.
8.1a. Withdrawal (Private Providers only). If you are a Private Provider (Section 1.3b), you may withdraw from the Provider Agreement within fourteen (14) days of entering into it, without giving any reason and at no cost. To withdraw, tell Komashi by a clear statement through the Platform or to info@komashi.com; you may use the model withdrawal form at https://komashi.com/legal/withdrawal-form, but you are not required to. If you asked Komashi to begin providing the Services during that period and then withdraw, you pay a proportionate amount for what was actually provided up to the moment you told Komashi. Withdrawal does not affect Commission already accrued on invoices your End Users have paid, and does not affect your own obligations to those End Users.
8.2. Soft delete. On termination or deletion of your Account, your Account and User Content are first placed in a deactivated, non-public state ("soft delete") for the retention periods set out in Section 9.2 of the Privacy Policy (Module D(1)), which govern. During soft delete you retain read-only access to your data (including your invoices and customer records) for reference and export, but you cannot actively use the Platform — you cannot sell, take new orders, or issue new invoices, and your public storefront and Provider presence are removed. End Users retain their own copies of the invoices issued to them and their own subscription records (including when they subscribed). You may request export of your User Content in a commonly used format within the export window stated there. After the applicable retention period, User Content is permanently deleted or irreversibly anonymized on a scheduled basis.
8.2a. What survives deletion, and why. Two categories outlive Section 8.2, both defined in Section 9.2a of the Privacy Policy, and neither is available to you as a working copy of your business:
(a) Records Komashi must keep for itself — principally the invoices Komashi issued to you for its Fees, kept for the statutory accounting period; and
(b) The invoices you issued through the Platform, which are your accounting records and which Komashi holds for you as processor for the statutory record-keeping period applicable to you (Privacy Policy Section 9.2a(b)). Export them within the window in Section 8.2 — after it closes you keep the statutory retention, but not day-to-day access, and Komashi is not obliged to reconstruct or re-open the Account so that you can retrieve them. Komashi will, on a documented request and where it is technically able to do so, provide a copy of a specific record it still holds under Section 9.2a.
Backups are not exempt from deletion but are not edited record-by-record: data disappears from backups as the rotation in Privacy Policy Section 9.2(c) expires.
8.3. Subdomain. Your subdomain is deactivated on termination and retained (not reassigned) for sixty (60) days after termination. During this period the subdomain does not resolve to your content but is not made available to any other Provider. After 60 days, Komashi may release or reassign it.
8.4. API keys. All API keys are revoked with effect from termination.
8.5. Survival. Sections 2.2, 2.4, 4 (accrued Fees), 5.4, 6, 9, and 10 of these Provider Terms survive termination, in addition to the provisions listed in Section 17 of Module 0.
9. Indemnification
In short: If your services, your content, or your breach of these terms gets Komashi sued or fined, you cover the costs. Non-binding summary.
9.1. You shall defend, indemnify, and hold harmless Komashi, its officers, directors, employees, and agents from and against any third-party claims, demands, proceedings, fines, penalties, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your Provider Services or any contract between you and an End User, including refund, cancellation, warranty, and consumer protection claims; (b) your breach of the Provider Agreement, including the AUP; (c) your violation of applicable law, including tax, licensing, and data protection law in your capacity as controller; or (d) your User Content, including alleged infringement of third-party rights.
9.2. Komashi will notify you promptly of any claim subject to indemnification, and reserves the right to assume, at your expense, the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall cooperate with Komashi's defense.
10. Liability
In short: The liability rules of the General Terms apply: Komashi's total liability to you is capped at the Fees you paid in the last 12 months, and indirect losses are excluded. Non-binding summary.
10.1. Komashi's liability under the Provider Agreement is limited as set out in Section 10 of Module 0 (12-month Fee cap; exclusion of indirect and consequential damages; carve-out for willful misconduct and gross negligence), which applies in full to these Provider Terms.
10.2. Without limiting Section 10.1, Komashi has no liability for: (a) the acts or omissions of End Users, Partners, or Payment Providers; (b) your inability to receive payments due to acts or omissions of a Payment Provider; or (c) loss of business during blocking or suspension carried out in accordance with the Provider Agreement.
Schedule 1 — Fee Schedule
The Fee Schedule (Commission rates, free allowance, loyalty qualifying period, and reactivation fee) forms part of these Provider Terms and is set out in a separate document, "Module A — Schedule 1 (Fee Schedule)" (module-a-schedule-1-fees.md), published at https://komashi.com/pricing and available on request. That Schedule has its own version and effective date and may be amended in accordance with Section 4 of Module 0 and Section 4.6 of these Provider Terms (notice and grace period). The version of Schedule 1 in force during a billing period governs that period. In case of any conflict between a summary of fees elsewhere (including on the pricing page) and Schedule 1, Schedule 1 governs.