Merchant Terms

1. About these terms

These Merchant Terms are an agreement between Liquid LLC, 8 The Green STE B, Dover, DE 19901, United States ("Liquid", "we", "us" or "our") and the business that sells through Liquid ("you" or the "merchant"). They cover your use of the Liquid merchant portal and of Liquid to sell to customers. An owner of your business accepts these terms in the merchant portal on the business's behalf, and confirms that they are authorized to do so. We record which version was accepted, by whom and when.

2. Joining Liquid

1. You apply on liquidwallet.co/merchants.
2. Liquid reviews your application and e-mails you with the outcome.
3. The owner accepts an e-mail invitation and chooses a password.
4. An owner accepts these terms in the portal.
5. The owner connects your business to Stripe for payouts (section 9).
6. You add your menu, opening hours and discounts in the portal, and set up the order screen at your counter (section 6).
7. Liquid activates your location, and customers can see it and order.

Liquid may make your location visible in the Liquid app before your Stripe account is set up. Customers can then see your location, menu and discounts, but they can't pay or lock money there until it is.

You must be a business operating in the United States and give us accurate information about it. We may decline an application or delay an activation, for example while we verify your details.

3. Your team and account security

Your business has members with one of three roles:

• Owners manage everything, including payouts, Stripe, statements, the business profile and the team;
• Managers manage menus, discounts and lock-in tiers, hours, location settings, the tablet login, the point-of-sale connection, reports and refunds;
• Staff run the order screen (confirming orders, marking them ready and picked up, and canceling a new order you can't make), pause ordering, use busy mode and mark items out of stock.

Members can be limited to specific locations. Only Liquid support can add, promote or remove owners. Each location can also have one shared tablet login: a staff account limited to that location, which an owner or manager creates in the portal. When Liquid requires it, owners and managers must use two-step verification with an authenticator app. You are responsible for the people you invite, for the tablet login and its password, for keeping sign-in details secure, and for what your members do in the portal. Tell us immediately at team@liquidwallet.co if you think an account has been used without permission.

4. Your listings

You are responsible for your menu, prices, photos, descriptions, opening hours and closures, and for keeping them accurate. You are the seller of what you sell through Liquid and are responsible for its preparation, quality and safety, and for complying with the laws that apply to your business.

In this version of Liquid, you may not sell alcohol, tobacco or cannabis products through Liquid.

5. Discounts

You can offer three kinds of discount at each location:

• Lock-in tiers: up to five tiers, each a whole-dollar amount from $1 to $2,000 and a discount, where a bigger amount has a bigger discount (for example $25 → 5%, $50 → 10%, $100 → 15%). A customer can lock money from their Liquid wallet at your location. It can be spent only at your location, and the items paid for with it get the rate of the highest tier that the customer's locked balance at your location reached when they locked it; money they already had locked there moves up to that rate, and a rate never goes down;
• Off-peak discounts: weekly windows in your location's local time, on your whole menu or on items you choose;
• Flash sales: one-off discounts that run from 15 minutes up to 24 hours, on your whole menu or on items you choose.

An off-peak discount or flash sale on items you choose can be a percentage off those items or buy one, get one: two of those items make a pair, and the cheaper item of each pair gets the discount you choose, up to 100% (free).

Discounts are whole percentages of up to 50% (lock-in tiers, off-peak discounts and flash sales start at 1%); the second item of a buy one, get one pair can be up to 100% off. A location can run at most 3 flash sales per local day, whether they cover the whole menu or chosen items. Flash sales on the whole menu can't overlap each other, and active off-peak windows on the whole menu can't overlap each other; discounts on chosen items may overlap any other discount, up to 10 flash sales on chosen items and 10 off-peak windows on chosen items at a time. A location can have at most 50 active off-peak windows. At checkout, Liquid gives each item in an order the single best discount available to it, the lock-in rate included on the items the customer's locked money pays for; discounts don't stack on an item, so while discounts overlap, more items of an order can be discounted. Deal labels must be truthful and must not contain links or urgency claims.

You can change or end your discounts at any time, with one limit: money customers have already locked at your location keeps the rate it was locked at, and a change to your tiers, including removing them, applies only to later locks. A customer who has already confirmed an order keeps the price they confirmed.

Locked money is not paid in advance. When a customer locks money at your location, nothing is paid to you: the money stays in the customer's wallet, and you are paid for each order as it is spent, through the payouts in section 9, like any other order. Customers can lock money at your location only while it has at least one tier and your Stripe account is set up. If your business stops selling through Liquid or Liquid removes your location, the money customers still have locked at your location goes back to their wallets and is no longer reserved for you, and you have no claim to it.

6. Orders and order limits

Customers order and pay in the Liquid app from their prepaid Liquid wallet; you don't take payment for Liquid orders at the counter. Each order gets a 4-character pickup code. New orders appear on the order screen in the merchant portal. You confirm each new order with a preparation time and then update its status (preparing, ready, picked up). Customers can't change an order's status, except that a customer can mark a ready order as picked up. An order that is still waiting to be collected more than 24 hours after it was marked ready is shown as "unclaimed".

Confirm every order within 5 minutes. A new order that isn't confirmed within 5 minutes is canceled automatically and refunded in full to the customer's Liquid wallet; Liquid also pauses new orders at your location and e-mails your owners. An order that reaches your connected point-of-sale system in time is confirmed for you (see below). If you can't make a new order, cancel it on the order screen with a reason the customer sees; it is refunded in full.

Keep the order screen open. While your location is open, taking orders and able to take payments, the order screen checks in with Liquid every minute. If no order screen at your location has checked in for 5 minutes, Liquid pauses new orders at your location and e-mails your owners, unless your location's orders are reaching your connected point-of-sale system. A pause because your point-of-sale connection stopped working ends by itself once it works again, and your owners are e-mailed.

Each location can limit the size of an order, measured before discounts, within the limits Liquid sets. Customers can order only while your location is active, open, taking orders and able to take payments. You can pause new orders or add preparation time (busy mode) at any time from the portal.

Point-of-sale connection. Where the portal offers it, an owner or manager can connect a location to a supported point-of-sale system (Square or Clover). Liquid then sends each paid order there as a paid pickup order with its pickup code, and an order that reaches it is confirmed for you with your location's current preparation time. With Square, you can mark the order ready and picked up there or on the order screen, and Liquid updates the customer. Clover has no ready or picked-up step for these orders: Liquid tells the customer the order is ready at its ready time, and you can mark it picked up on the order screen. If an order doesn't reach your point-of-sale system within 5 minutes and isn't confirmed on the order screen, it is canceled and refunded as described above. You can also choose to have your location's menu (items, prices, options and sold-out items) and weekly opening hours follow your point-of-sale system; while you do, you change them there, not in the portal. Liquid orders always appear on the order screen in the portal; without a point-of-sale connection, they don't print. Your point-of-sale provider may charge its own fees for orders paid outside its system (Square charges 1%); those fees are charged by the provider, not by Liquid, and aren't part of Liquid's fee.

7. Your location's link

Each location has its own address on liquidwallet.co, such as liquidwallet.co/l/your-spot, that opens it in the Liquid app. You can copy it in the portal and share it, for example on your website or social media. Liquid has no payment codes: customers pay only for orders they place in the app.

Links never contain prices: customers see the total that Liquid calculates from your menu, and pay that total.

8. Liquid's fee

Liquid's fee is 8% of the discounted price of each item your flash sale or off-peak discount prices, including both items of a buy one, get one pair. On items priced at your lock-in rate or at full price, Liquid's fee is 0%. An order's fee is the sum of its items' fees, so an order can carry a fee on some items and none on others. Liquid's fee is never charged on sales tax or tips, which are passed to you in full. Liquid sets the fee for each location, and your rates are shown in your portal. Liquid may change the fee for a location with notice to you before the change takes effect.

For example, a $19.99 order with your 15% flash sale on the whole menu: the customer saves $3.00 and pays $20.56 including 6% tax ($1.02) and a 15% tip ($2.55). Liquid's fee is 8% of $16.99, which is $1.36. You receive $19.20. The same order paid at a 10% lock-in rate: the customer pays $21.77 including tax ($1.08) and tip ($2.70); Liquid's fee is $0; you receive $21.77.

9. Payouts

Payouts are made through Stripe Connect Express. Your owner creates and manages your Stripe account from the portal, and Stripe's Connected Account Agreement applies to it. Liquid pays the Stripe Connect fees. Until your Stripe account is set up, customers can't pay or lock money at your locations.

• Liquid pays out once a day, with one Stripe transfer per business to your Stripe account, for orders that are at least 7 days old, not refunded, and not yet paid out.
• For each order, you receive the discounted subtotal minus Liquid's fee, plus sales tax and tips; refunds and other amounts owed to Liquid are deducted.
• Each payout shows its orders, discounts, Liquid's fees, sales tax, tips, refunds and adjustments.
• Money reaches your bank account on your Stripe payout schedule.
• If your Stripe account isn't ready, your payouts accumulate until it is.
• If an amount is owed to Liquid (for example a refund of an order that was already paid out), it is deducted from later payouts, or recovered by reversing the transfer.
• Liquid may pause your payouts while it investigates a problem, for example a reversed transfer, and tells you when it does.

10. Refunds

Owners and managers can refund an order in full, or refund single items of it, to the customer's Liquid wallet from the portal until the order is included in a payout. A refunded item returns what the customer paid for it, after its discount, with its share of the sales tax (the last items of an order also return the tip), and Liquid's fee on it is returned to you. Anyone on your team, including the tablet login, can cancel a new order that you can't make, which refunds it in full, and an order that isn't confirmed in time is canceled and refunded automatically (section 6). Other partial refunds, and refunds of orders already included in a payout, go through Liquid support, and the amount is recovered from you as section 9 describes. Refunds go to the customer's Liquid wallet, not to a card, and money that came from a customer's lock at your location goes back to that lock. If your location is connected to a point-of-sale system, a refund in Liquid before pickup cancels the order in your point-of-sale system. Canceling a whole order in your point-of-sale system before it is picked up refunds it in full to the customer's Liquid wallet, as if you had canceled it on the order screen; with Clover, that means deleting the order or refunding its Liquid payment there, no later than 30 minutes after the order's ready time. Later cancels, and changes to part of an order, aren't refunds: refund those in Liquid. Your point-of-sale system's own reports may still show the Liquid payment of an order refunded in Liquid. A refunded order isn't paid out to you.

11. Customer card disputes

Customers pay into their Liquid wallet, not to you. Card disputes about customers' deposits are between the customer and Liquid; a dispute on a customer's deposit doesn't reduce your payouts. Liquid bears any loss from such a dispute.

12. Sales tax

Liquid sets the sales tax rate for each location, and the tax is added to each order and passed to you in full with your payout.

13. Customer information

For each order, you see the customer's first name and last initial, the order, any special instructions and the pickup code; with a point-of-sale connection, Liquid sends the same details to that system (section 6). Reports count customers but don't name them. You never see customers' wallet balances, how much they have locked at your location, their e-mail addresses or their payment details. You may use customer information only to prepare and hand over orders and to handle problems with them, and you must keep it confidential and secure.

14. What Liquid manages

Some settings can be changed only by Liquid support, for example your business's legal name and address, and each location's name, address, time zone, web address, tax rate and Liquid's fee. Liquid may also suspend a location or a business, for example because of unpaid amounts, suspected fraud, a breach of these terms or a legal requirement. While a business is suspended, you can see your data in the portal but can't make changes.

15. Ending the relationship

You can stop selling through Liquid at any time by contacting support. We may end these terms with notice, or immediately for a serious breach. Amounts already owed to either side remain due, and we pay out eligible orders as section 9 describes. When you stop selling through Liquid, the money customers still have locked at your locations goes back to their wallets (section 5).

16. Liability and general terms

Liquid doesn't guarantee any particular commercial outcome from the discounts you set.

To the fullest extent permitted by law, Liquid is not liable for any indirect, incidental, consequential or punitive damages arising from your use of Liquid, and Liquid's total liability to you will not exceed the total fees you paid to Liquid in the 12 months before the claim.

These terms are governed by the laws of the State of Maryland, without regard to conflict-of-law principles.

17. Changes to these terms

Each version of these terms has a version number and an effective date, and every version stays available at its own address on liquidwallet.co. For a major change, an owner must accept the new version in the portal before they can use the owner pages or Stripe onboarding again. Minor changes fix mistakes or clarify wording without changing your rights.

18. Contact

Liquid LLC, 8 The Green STE B, Dover, DE 19901, United States

Merchant support: team@liquidwallet.co (please write from the e-mail address on your Liquid account).