Merchant Agreement

1. Parties and Introduction

This Merchant Agreement ("Agreement") is concluded between Fresoh (Pty) Ltd ("Fresoh", "we", "us") and the restaurant or food business registering to list surplus food on the Fresoh platform ("Merchant", "you"). This Agreement is supplemental to, and incorporates by reference, the Fresoh Acceptable Use Policy (Terms of Use) and the Fresoh Privacy Policy. In the event of a conflict specific to Merchant obligations, this Agreement prevails over the Acceptable Use Policy.

By completing Merchant registration and accepting this Agreement, the Merchant agrees to be bound by its terms.

2. Definitions

Terms defined in the Fresoh Privacy Policy and Acceptable Use Policy carry the same meaning in this Agreement. "Order" means a purchase of surplus food placed by a Customer through the Platform. "Settlement" means the payment of Order proceeds, less Fresoh's commission and fees, to the Merchant's registered bank account.

3. Onboarding and Verification

To register as a Merchant, you must provide, and keep up to date, the following information:

• Registered business/trading name and physical business address;
• Business registration information (e.g. CIPC registration number, trading licence, or, for sole proprietors, identity number), which Fresoh may verify with the relevant authority or a third-party verification service;
• VAT registration number, where applicable;
• Contact person's full name, cellphone number and email address;
• Banking details for Settlement, including account holder name, bank, branch code and account number, which must match the registered business or authorised signatory;
• Applicable food safety, hygiene or health certification held by the Merchant.

Fresoh reserves the right to decline, suspend or delay activation of a Merchant account pending satisfactory verification of the above information, and to periodically re-verify Merchant details.

4. Merchant Obligations

4.1 The Merchant warrants that it is lawfully entitled to prepare, list and sell the food items it lists on the Platform, and that it holds all licences, permits and certifications required under applicable law, including any municipal health/trading licence and requirements under the Foodstuffs, Cosmetics and Disinfectants Act 54 of 1972.

4.2 The Merchant is solely responsible for the quality, safety, accurate labelling (including allergen information) and fitness for human consumption of all food listed and sold through the Platform.

4.3 The Merchant must ensure listings accurately reflect the food offered, including quantity, price, sell-by/use-by information and any relevant allergen or ingredient disclosures.

4.4 The Merchant must have food ready for collection or handover within the timeframes indicated on the Platform, and must promptly update or remove listings that are no longer available.

4.5 The Merchant must maintain accurate records of Orders fulfilled and cooperate with Fresoh in resolving Customer complaints, refund requests or food safety queries.

4.6 The Merchant must comply with all applicable laws, including the CPA, ECTA, POPIA, and applicable municipal by-laws, in the conduct of its business on the Platform.

5. Fees, Commission, Payment and Settlement

5.1 Fresoh charges the Merchant a commission of 20% of the value of each completed Order (excluding VAT, unless otherwise agreed), as may be updated from time to time with reasonable notice to the Merchant.

5.2 Customer payments are collected by Fresoh (or its payment service provider) on the Merchant's behalf at the time an Order is placed.

5.3 Fresoh will remit Order proceeds, less its 20% commission and any other applicable fees, to the Merchant's registered bank account in accordance with the settlement cycle communicated to the Merchant (e.g. weekly settlement).

5.4 The Merchant is responsible for the accuracy of its banking details. Fresoh is not liable for delayed or misdirected payments resulting from incorrect or outdated banking details provided by the Merchant.

5.5 The Merchant is responsible for its own tax obligations, including VAT and income tax, arising from sales made through the Platform.

5.6 Fresoh may withhold Settlement, in whole or in part, where an Order is subject to a dispute, chargeback, refund request, or suspected fraud, pending resolution.

5.7 Where a Customer is entitled to a refund under clause 6A of the Acceptable Use Policy (including the allowances made under the Consumer Protection Act 68 of 2008 for non-fulfilment or unsafe or non-conforming food), Fresoh may deduct the refunded amount from future Settlement due to the Merchant, or recover it from the Merchant directly, and Fresoh's 20% commission is not payable, and will be refunded to the Merchant if already deducted, on the portion of an Order value that is refunded to a Customer.

6. Data Protection Obligations

6.1 Roles. For personal information of Customers made available to the Merchant to fulfil an Order (such as name and contact/collection details), Fresoh acts as Responsible Party in collecting that information via the Platform, and the Merchant acts as an independent Responsible Party once it receives that information for the purpose of fulfilling the Order. Each party shall process such personal information only for that purpose, in accordance with POPIA.

6.2 Merchant obligations. The Merchant undertakes to:

• Process Customer personal information only for the purpose of fulfilling Orders, and not for its own direct marketing or any other unrelated purpose, unless it obtains the Customer's independent consent in compliance with POPIA;
• Implement appropriate technical and organisational security safeguards to protect any Customer personal information it receives, in accordance with section 19 of POPIA;
• Not disclose Customer personal information to any third party except as strictly necessary to fulfil an Order or as required by law;
• Notify Fresoh promptly if it becomes aware of any actual or suspected security compromise involving Customer personal information obtained through the Platform;
• Delete or securely dispose of Customer personal information once it is no longer needed for the purpose for which it was provided, save where retention is required by law.

6.3 Merchant's own information. Fresoh processes the Merchant's business, registration and banking information as Responsible Party in accordance with the Fresoh Privacy Policy, including to verify the Merchant, facilitate Settlement, and comply with applicable law.

7. Confidentiality

Each party agrees to keep confidential any non-public business, technical, financial or Customer information disclosed by the other party in connection with this Agreement, and to use it only for purposes of performing this Agreement, save where disclosure is required by law or with the disclosing party's prior written consent.

8. Intellectual Property and Branding

The Merchant grants Fresoh a non-exclusive, royalty-free, worldwide licence to use the Merchant's name, logo, trademarks and listing content (including photographs) on the Platform and in Fresoh marketing materials, for the purpose of promoting the Merchant's listings and the Platform generally. This licence terminates upon termination of this Agreement, save for materials already published prior to termination.

9. Term, Suspension and Termination

9.1 This Agreement commences on the date the Merchant's account is approved and continues until terminated in accordance with this clause.

9.2 Either party may terminate this Agreement on 30 days' written notice to the other.

9.3 Fresoh may suspend or terminate this Agreement immediately, without notice, where the Merchant breaches this Agreement, provides false or misleading information, fails to comply with applicable food safety law, engages in fraudulent conduct, or where continued listing poses a risk to Customer health or safety.

9.4 On termination, outstanding Orders must be fulfilled or refunded, and any amounts owed to the Merchant for completed Orders will be settled in accordance with clause 5, less any amounts owed to Fresoh.

9.5 Clauses 6 (Data Protection), 7 (Confidentiality), 10 (Liability and Indemnity) and 11 (Governing Law) survive termination of this Agreement.

10. Liability and Indemnity

10.1 The Merchant is solely responsible for the food it lists and sells, and for compliance with all applicable food safety and consumer protection legislation. Fresoh provides the Platform on an "as is" basis and does not guarantee uninterrupted or error-free operation.

10.2 The Merchant indemnifies and holds Fresoh, its directors, employees and agents harmless against any claim, loss, damage, fine or expense (including reasonable legal costs) arising from: (a) the quality, safety or legality of food listed or sold by the Merchant; (b) the Merchant's breach of this Agreement or applicable law; or (c) the Merchant's processing of Customer personal information in breach of clause 6.

10.3 To the maximum extent permitted by law, Fresoh's aggregate liability to the Merchant under this Agreement is limited to the total commission retained by Fresoh from the Merchant in the three months preceding the claim.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the Republic of South Africa. The parties will attempt to resolve any dispute through good-faith negotiation before referring it to mediation, arbitration, or the jurisdiction of the South African courts.

12. General

12.1 Fresoh may amend this Agreement from time to time, with reasonable notice to the Merchant via the Platform or email. Continued use of the Platform after the effective date of an amendment constitutes acceptance.

12.2 This Agreement, together with the Acceptable Use Policy and Privacy Policy, constitutes the entire agreement between the parties regarding the Merchant's use of the Platform, and supersedes any prior agreements on the subject.

12.3 The Merchant may not cede, assign or delegate its rights or obligations under this Agreement without Fresoh's prior written consent.

12.4 If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.

13. Contact

Fresoh (Pty) Ltd

Email: hello@fresoh.co.za

Postal address: 44 Mahlathi Road, Chesterville, Durban, 4091, South Africa