Merot e-Faktura API — Terms of Service
Version 1 — effective 1 October 2026
Provider: МЕРОТ ДООЕЛ Скопје, EDB 4043022533490, registered address [TBD — Meriton Chutra] (“Merot”). Customer: the organisation that creates an API account (“Customer”). The API, the developer console, the sandbox, the SDKs and Merot Bridge are together “the Service”.
1. What the Service is
1.1 The Service lets software issue, receive and archive UJP e-Faktura documents through api.efaktura.merot.com:
it builds documents from JSON, validates them before submission, coordinates signing, submits to UJP, tracks status,
receives incoming e-invoices, sends webhooks and keeps an archive of originals.
1.2 UJP is a third party. Merot is not UJP and does not control UJP systems, rules, availability or rate limits. The law on electronic invoicing is, as at the draft date, a draft (Предлог на Закон за електронско фактурирање), not adopted; the Service follows UJP’s published technical specification and the draft. Merot may change the Service to follow the adopted law, its by-laws and UJP’s specification. What that means for the Customer’s own legal obligations is the Customer’s responsibility [TBD — lawyer: exact wording on regulatory change].
2. Accounts, environments and keys
2.1 An account is an organisation. It holds one or more client companies (identified by EDB) and API keys. Vendor accounts may hold sub-accounts, one per client company.
2.2 Two environments, selected by the key: sandbox (UJP’s test system or the Merot simulator) and production (only after UJP publishes the production host). Sandbox keys never reach production.
2.3 Keys are secrets. The Customer keeps them confidential, rotates them when exposed and is responsible for activity under them until it revokes the key [TBD — lawyer: allocation of loss for leaked keys].
3. Plans, sandbox-only developer accounts and billing
3.1 Plans (monthly, MKD, sent + received documents count, archive included): Start 990 ден. up to 100 documents; Business 2.990 ден. up to 1.000; Scale 9.900 ден. up to 10.000; above that per document by agreement. Vendor plan: per-document tiers (3 ден. up to 10.000 per month, 2 ден. up to 100.000, 1,5 ден. above) with a minimum of 4.990 ден. per month. Whether prices include VAT and the invoicing wording: [TBD — lawyer / accountant].
3.2 Sandbox-only developer accounts are free, active immediately and can never create a production key or enable production on a company. They must not be used to process real documents. Any production use requires a paid, active plan; there are no free plans or trials for production.
3.3 Payment is through Merot Billing (pay.merot.com). Unpaid plans lose production access
(past_due/cancelled disable production). Late-payment terms, suspension notice periods:
[TBD — lawyer].
4. Vendors and resellers
4.1 A vendor embeds the Service for its own client companies. The vendor chooses either (a) wholesale — the vendor pays the vendor price and sets its own price to its clients — or (b) referral — the client pays Merot directly and the vendor receives 20 % for 12 months.
4.2 The vendor is responsible to its clients for its own product and prices. A vendor shall (i) obtain each client’s written mandate before acting for its company, (ii) flow down to its clients terms no less protective of Merot and of personal data than these Terms and the DPA, and (iii) not present Merot’s service as UJP’s or as government-approved. Revenue-share payout mechanics, mandate wording, and whether a vendor is a processor or a sub-processor for its clients’ data: [TBD — lawyer] (v1 payouts are manual).
5. Signing and the Customer’s environment
5.1 Every UJP document call must be signed with the customer’s qualified certificate; signing happens on the Customer’s device through Merot Bridge (default) or the SDK on the Customer’s own server. Merot does not offer hosted certificates.
5.2 The Customer is responsible for its certificates, tokens, Bridge/SDK installation, computers and network, for keeping signing agents online, and for the accuracy of the documents it instructs to be issued or the decisions it takes on incoming invoices (including the accept/reject deadline).
6. Acceptable use
The Customer shall not: (a) use the Service in violation of law or UJP’s rules; (b) submit documents it is not entitled to issue, or issue for a company without that company’s mandate; (c) process real documents through a sandbox account or with sandbox keys; (d) circumvent rate limits, plan quotas, metering or access controls; probe UJP through the Service beyond normal use; (e) attempt to access other customers’ data; (f) upload malware or unlawful content, or overload the Service; (g) resell or sublicense access other than as a vendor under section 4; (h) reverse-engineer the Service except where the law allows. Rate limits apply per key and per company; UJP’s own limit (1 request per second per signer) is enforced by Merot’s queue, so submissions may be delayed without breach. Security-research rules and disclosure address: [TBD — Meriton Chutra].
7. Data, archive and export
7.1 The Customer (or its client company) is the controller of personal data in documents; Merot is the processor. The Data Processing Agreement forms part of these Terms.
7.2 Sent and received documents’ originals (JSON, JWS, PDF, status trail) are archived for the legal retention period and outlive the contract; export is available through the API as described in the DPA.
8. Intellectual property; no source code
8.1 Merot keeps all rights in the Service, SDKs, Merot Bridge, documentation and marks. The Customer receives a non-exclusive, non-transferable right to use them for the term and the permitted purpose. SDK licence text (open source or proprietary): [TBD — Meriton Chutra].
8.2 No source code is handed over, under any plan, on termination, or in any escrow, unless a separate written agreement signed by Merot says so.
8.3 The Customer keeps its data and its documents.
9. Availability and support
Availability commitments for the Scale and Vendor plans are set out in the Service Level Agreement; the other plans have no availability commitment beyond reasonable efforts. Support channels and hours: [TBD].
10. Liability
10.1 The Service depends on UJP and on the Customer’s signing environment; Merot is not liable for UJP unavailability, UJP decisions, rejected documents caused by data supplied by the Customer, or missed deadlines caused by the Customer.
10.2 Merot’s aggregate liability per twelve months is limited to [TBD — amount or multiple of fees paid in the previous 12 months]; exclusion of indirect and consequential loss and the carve-outs that cannot be excluded under Macedonian law: [TBD — lawyer]. Service credits under the SLA are the sole remedy for availability failures [TBD — lawyer].
11. Suspension and termination
Merot may suspend the Service for a material breach, security risk or non-payment after notice [TBD — notice periods]. Either party may terminate on [TBD] days’ notice. On termination, section 7.2 and the DPA’s end-of-contract provisions apply.
12. Changes
Merot may change these Terms with [TBD] days’ notice; API versions are deprecated with [TBD] months’ notice.
13. Governing law, disputes, language
Governing law, courts or arbitration, and the ranking of MK / EN texts: [TBD — lawyer]. Notices to: [TBD].
For Merot: ______________________ Meriton Chutra
Date / place: ______________________