Merchant Agreement
1. Parties and subject
This Agreement is between [to be added], [to be added] (the "Company") and the business applying and accepted to sell on the By1 platform (the "Business"). The Terms of Use form an integral part. It takes effect on consent in the application and acceptance by the Company.
2. Company's role
The Company is solely a technology intermediary. No partnership, agency, dealership or employment is created. The Company may refuse any application without giving reasons.
3. Business warranties and duties
The Business warrants that it holds and will maintain all permits, licences, tax registrations and food safety documents; that menus, prices, allergens, content and images are accurate and lawful; that products are prepared to hygiene and quality standards; that it will not sell prohibited products; and that invoicing and tax obligations are its own.
4. Order management
The Business must respond to orders within a reasonable time and keep stock and opening hours current. Persistent delays, refusals or quality complaints entitle the Company to suspend it.
5. Fees and commission
The Company notifies commission, service fees and other charges in the panel or in writing and may change them unilaterally on 15 days' notice. Continued selling constitutes acceptance. The Company may set off its receivables against payments due to the Business.
6. Content licence
The Business grants the Company a worldwide, royalty-free, sublicensable licence during the term to use its brand, logo, menu and images in any medium to provide and promote the Service, and warrants non-infringement.
7. Customer data
The Business uses personal data disclosed for an order only to fulfil that order, may not use it for marketing, retain it or transfer it to third parties, and must comply with applicable data protection law.
8. Liability and indemnity
The Business is solely responsible for all claims arising from its products, food poisoning, allergen errors, tax and regulatory breaches, and holds the Company harmless. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY TO THE BUSINESS SHALL NOT EXCEED THE COMMISSION PAID TO THE COMPANY IN THE LAST THREE MONTHS AND EXCLUDES INDIRECT DAMAGES AND LOSS OF PROFIT.
9. Term, suspension and termination
The term is indefinite. The Company may at any time, with or without notice, suspend or delist the Business or terminate. The Business may terminate on 15 days' notice and shall complete ongoing orders.
10. Changes and general
The Company may amend this Agreement unilaterally; material changes are notified in the panel or by email. Assignment requires the Company's consent. TRNC law applies; [to be added] has jurisdiction.