Fee and payout agreement

This agreement sets out how Owlyn Tech Limited, a company registered in England and Wales with company number 17445397 (“we”, “us”) is paid for building, hosting and maintaining a website for you (“the Client”), and how money collected through that website is handled. It applies alongside our terms of service.

1. What we provide at no charge

We design, build, host and maintain the Client’s website at our own cost. No setup fee, deposit, design fee, hosting charge or maintenance charge is payable at any time. This includes ongoing content edits, security updates and backups for the duration of this agreement.

2. The application fee, and who pays it

In exchange, an application fee arises on each completed order processed through the website. By default this fee is charged to the buyer as part of the price, not deducted from the Client. A $100.00 ticket is presented to the buyer at $102.99 from the first time its price is shown, and the full $100.00 is settled to the Client. The fee is:

• $0.99 plus 2% of the gross order value, in USD.
• The $0.99 component is charged once per order, not per item. An order containing four tickets carries one $0.99 charge, not four.
• Calculated on the order total before any payment gateway charges are deducted, and excluding delivery charges collected on the Client’s behalf.
• Never greater than the value of the order it is taken from.

Worked example: an order of $50.00 carries a fee of $1.99 ($0.99 flat plus $1.00 at 2%). One hundred such orders carry a total fee of $199.00.

The rate stated in the Client’s signed schedule takes precedence over the indicative rate published on this website. The rate cannot be varied except by written agreement signed by both parties, with at least 60 days notice before any change takes effect.

2a. Election of who bears the fee

The Client may elect, in their schedule and by written notice thereafter, either:

• Buyer-borne (default). The fee is included in the total price the buyer sees from the first time a price is shown, and itemised at checkout. The buyer pays that total to the Client, and the fee is routed to us from the Client’s Stripe account as a Stripe application fee, so the Client’s settlement is the full face value of each order.
• Client-borne. The buyer pays only the advertised price. Accrued fees are invoiced to and settled by the Client weekly or every two weeks, in arrears.

The total price is always shown up front. Our platform shows buyers the all-in price, including our fee and any other mandatory charge, from the first time a price appears. The law requires this in the United Kingdom (Digital Markets, Competition and Consumers Act 2024, from 6 April 2025), across the European Union, and for live-event tickets in the United States (the Federal Trade Commission’s Rule on Unfair or Deceptive Fees, from 12 May 2025, and state laws including those of California, New York, Colorado and Minnesota). We will not configure a checkout that adds a mandatory fee late.

The Client remains responsible for the rest of the law that applies to what they sell and where, including consumer rights, event and ticketing rules, licensing and tax, and for the prices they set. We do not give legal advice on those questions.

3. When no fee is payable

No fee arises in any period in which the website processes no completed orders. There is no minimum charge, no dormancy fee and no annual fee. A Client whose website never generates an order will never owe us anything under this agreement.

No fee arises on a zero-value order. Free tickets, complimentary entry, guest lists and giveaways carry no application fee, for the Client or for the recipient.

4. What the fee is not

• It is not a payment processing charge. The Client’s payment gateway levies its own charges, which are paid to the gateway and are outside this agreement. We do not receive any part of them and do not mark them up. Where Stripe bills those charges to us rather than to the Client, as it does for an account opened through us (section 5b), we recover exactly what Stripe charged, at cost, shown separately from our fee.
• It does not cover advertising spend, paid campaign management, custom software development, or third-party services the Client specifically requests. Those are quoted and invoiced separately.
• It does not give us any ownership interest in the Client’s business, brand, customer relationships or revenue beyond the fee itself.

5. Collection and payouts

Payments are processed through Stripe Connect. Every Client has a connected Stripe account in their own name and is bound by the Stripe Connected Account Agreement in addition to this agreement, as set out in section 10 of our terms of service. Funds from each order are settled by Stripe directly to the Client’s connected account and never pass through an account of ours. Where the buyer bears the fee, the application fee is routed to us at the point of the transaction and the face value is routed to the Client.

The Client chooses one of the two arrangements below in their schedule, and may move from the second to the first at any time.

5a. The Client’s own Stripe account

The Client connects a Stripe account they already hold, or open directly with Stripe, and keeps full use of Stripe’s own dashboard.

• Payout timing is governed by the Client’s Stripe account settings and Stripe’s own schedules, not by us. We do not hold, delay or release the Client’s sales proceeds.
• Stripe’s processing charges are levied by Stripe under the Client’s own Stripe agreement. We receive no part of them and do not mark them up.

5b. An account opened through us

For a Client without a Stripe account, we open a connected account for them through our platform. Stripe verifies the Client’s identity and bank details during sign-up, the account is in the Client’s name, and payouts go only to the Client’s own bank account, which only the Client can change. The Client has a Stripe dashboard showing their balance, orders and payouts.

• Payouts are made on the schedule stated in the Client’s schedule: weekly, monthly or after each event. Until a payout is made, funds remain in the Client’s own Stripe balance and are never transferred to us.
• We may delay a payout, or keep part of a balance back, only to cover refunds and chargebacks: for an event that has not yet taken place, where refunds or disputes rise, or where Stripe requires it. We tell the Client in writing when we do so and why. Funds for an event are released no later than 7 days after it takes place, except amounts covering disputes that are still open.
• Stripe bills its processing charges on these accounts to us. We recover exactly what Stripe charged on each order, at cost and itemised, so the Client receives the same amount they would on their own Stripe account.
• Stripe’s charges for running the account and for standard payouts are paid by us and are never passed on to the Client. An instant payout, where the Client asks for one, carries Stripe’s charge for it, at cost.
• If refunds, chargebacks or dispute charges exceed the Client’s balance, the Client remains responsible for the shortfall. It may be recovered from later payouts, or collected by Stripe from the Client’s bank account, and any amount Stripe recovers from us instead is repayable by the Client within 14 days.
• The account is linked to our platform and cannot be transferred to another provider. On termination, its balance is paid out as set out in section 10.

5c. Under either arrangement

• Where the Client has elected to bear the fee, we invoice the accrued amount weekly or every two weeks in arrears, payable within 14 days, with a full itemised statement.
• Every order is visible in the Client’s own Stripe dashboard with its amount, our application fee, Stripe’s charges and the amount settled, and can be exported from there at any time. We also provide a full itemised statement on request.
• Where we do at any point hold funds on the Client’s behalf, those funds remain the Client’s property, are not available to our general creditors, and are remitted in full.

6. Refunds, cancellations and chargebacks

Where an order is refunded in full, the corresponding application fee is reversed in full, and where the buyer paid the fee, their refund includes it. Where an order is partially refunded, the fee is reduced proportionally. The Client is never left bearing a fee on a sale that did not stand, and a buyer can always be refunded everything they paid, which several jurisdictions require when an event is cancelled. Stripe does not return its processing charge on a refunded order. Under either arrangement in section 5, that charge stays with the Client, just as it would on any Stripe account, and never becomes a charge of ours. Chargebacks are addressed in the refunds and cancellation policy.

7. Reporting and the Client’s right to check

The Client can see every order, the fee applied to it and the resulting net amount in their Stripe dashboard at any time, and may export that record whenever they wish. Where the Client disputes a figure, we will provide the underlying transaction data within 7 days. Any error found in our favour is corrected in the next payout.

7a. Your customers’ personal data

When we host the Client’s website we handle their customers’ personal data on the Client’s behalf, as their processor. That is governed by the data processing terms in section 11 of our terms of service, which form part of this agreement.

8. Volume rewards

Where the Client’s website sustains the gross sales thresholds below, measured in USD on orders processed through the Owlyn-built site, we provide the corresponding services at no additional charge, with the scope set out in the Client’s schedule:

• Free social media management, at $10,000 per month sustained for 3 consecutive months.
• Free Android and iOS apps, at $50,000 per month sustained for 6 consecutive months.

Where mobile applications are provided under this clause, the Google Play and Apple App Store accounts are registered in the Client’s name. The listings, reviews and user accounts belong to the Client; we publish and maintain on their behalf.

If sales subsequently fall below a threshold for the same sustained period, we will give 30 days written notice before withdrawing or varying the service, and will agree either a wind-down or a paid continuation with the Client first. Applications already published will not be removed from the stores without the Client’s written instruction.

8a. Websites that do not process orders

Where the Client’s website does not process orders, no application fee can arise and this agreement’s fee provisions do not apply. Such work is instead charged as a fixed price for the build, or as monthly instalments over an agreed term, as stated in the Client’s schedule. Indicative pricing starts at $349 and is set by the scope of the work, including 12 months of hosting. Instalment terms of 3, 6, 12 months are available interest free, with hosting and maintenance included throughout. The price agreed in the Client’s schedule is fixed and does not vary once work has begun. Payment, cancellation and ownership of that work are governed by sections 7 to 9 of our terms of service: in short, once the full price is paid, the website belongs to the Client.

Where such a Client later adds a facility that processes orders, either party may propose moving to the order-based arrangement in this agreement, which replaces the fixed or instalment charge from the date agreed in writing. Any instalments not yet due are cancelled from that date, and the website is then licensed under clause 9 rather than transferred.

9. Ownership

This clause states plainly what does and does not transfer, because a free build is exactly the kind of arrangement where that is later disputed.

The Client owns:

• Their domain name, registered in the Client’s name from the outset.
• Their brand, trade marks and all content they supplied.
• All customer, attendee and order data generated through the website, exportable in a standard machine-readable format on request and at termination, at no charge.
• Their Stripe account, its balance and the relationship with their own buyers. An account opened through us (section 5b) is the Client’s too, although it stays linked to our platform.

We retain:

• Copyright and all other intellectual property rights in the website we design and build, including its code, design, layout and any bespoke components produced for it.
• Ownership of the underlying platform, frameworks, reusable components and the hosting environment on which the website runs.

The Client is granted a non-exclusive, non-transferable licence to use the website for the duration of this agreement. That licence ends on termination. The Client does not acquire the right to copy, host elsewhere, resell, sublicense or commission derivative works from our build, and no source code is delivered.

Where the Client requires outright ownership of the code, that is available as a separately quoted paid custom build, governed by its own contract rather than by this agreement.

Where mobile applications have been provided, the store accounts are registered in the Client’s name and the listings, reviews and user accounts are the Client’s; the application code remains ours on the same terms as the website.

10. Termination

Either party may terminate on 30 days written notice, without cause and without penalty. On termination:

• Fees accrued on orders completed before the termination date remain payable, and any funds we hold on the Client’s behalf are remitted in full within 30 days.
• The balance of an account opened through us (section 5b) is paid out to the Client’s bank account in full within 30 days. The only exception is an amount covering refunds and chargebacks for events not yet held, which is paid out within 7 days of each of those events.
• We will provide a complete export of the Client’s content, customer and order data in a standard, machine-readable format at no charge.
• We will assist with transferring the Client’s domain to another provider. No exit fee, transfer fee or data release fee is charged in any circumstances, and release of the Client’s data is never made conditional on payment of anything.
• Hosting continues for 30 days after termination so the Client is not left without a website while migrating.
• The licence granted in clause 9 ends. The website itself is not transferred, and the Client does not receive its code or design files. The Client takes their domain, content and data, and directs that domain to a replacement site of their choosing.

We state this openly rather than in small print: not being able to take the build with you is a genuine cost of leaving, and it should be weighed before signing rather than discovered afterwards. Everything that makes leaving practically possible (the domain, the data, the customer relationships and the absence of any exit charge) is unconditional.

11. If we cease trading

This clause exists because clients reasonably ask, and a business that takes a share of other people’s revenue should answer it in writing. In the event that we wind down operations:

• We will give a minimum of 60 days notice to every active Client where it is within our power to do so.
• All funds held on behalf of Clients will be remitted before any other distribution, as those funds are not our property.
• Every Client will receive a full data export and reasonable assistance transferring their domain and content elsewhere.

12. Liability

Our aggregate liability under this agreement in any 12 month period is limited to the total application fees we charged the Client in that period, except in respect of funds held on the Client’s behalf, which are payable in full regardless of that limit, and except where liability cannot lawfully be limited.

13. Governing law

This agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

Where the Client or their buyers are located elsewhere, the Client remains responsible for compliance with the consumer, tax and fee-disclosure law of their own market, as set out in clause 2a. Nothing in this clause removes any right a consumer has under the mandatory law of their country of residence.

14. Questions

Anything in this document that is unclear should be raised before signing, not after. Write to us and we will answer in writing.

Owlyn Tech Limited
Registered in England and Wales, company number 17445397
Registered office: Unit A, 82 James Carter Road, Mildenhall, Suffolk, IP28 7DE, United Kingdom
contact@owlyntech.com