Merchant Service Agreement

1. Agreement

This Merchant Service Agreement ("Agreement") governs your use of the Toleds platform (the "Platform") as a business owner, operator, or authorized representative of a business listed on the Platform (a "Merchant"). By claiming, listing, or operating a business on the Platform, you agree to be bound by this Agreement, the Toleds Terms of Service, and the Privacy Policy. In the event of conflict between this Agreement and the Terms of Service for matters specific to merchants, this Agreement controls.

This Agreement is between the Merchant and SCHALA SOFTWARE DEVELOPMENT SERVICES, a sole proprietorship owned and operated by Tyrone Chris Baylon Abad, registered with the Department of Trade and Industry under Business Name No. 8463858, with principal place of business at Rafols Street, Poblacion 6038, City of Toledo, Cebu, Philippines. It operates the Platform under the trade name Toleds ("Toleds"), and references to Toleds in this Agreement mean SCHALA SOFTWARE DEVELOPMENT SERVICES.

1A. Nature of the Relationship

Toleds provides an online venue and related technology. In respect of goods and food you offer through the Platform, Toleds:

• does not manufacture, produce, prepare, cook, package, handle, or store any of your items;
• does not own, hold, or maintain any stock or inventory of your items;
• never takes title to or legal possession of any item, at any point before, during, or after an Order;
• is not the seller, vendor, importer, or distributor of your items;
• does not employ, supervise, or direct your staff.

You are the seller in every transaction. Title to and risk in each item passes directly from you to the Customer. Under the Internet Transactions Act of 2023 (Republic Act No. 11967), you are primarily liable to the Customer for the goods and services you sell, including their quality, safety, legality, description, and fulfillment. Toleds, as the digital platform that facilitated the transaction, may be subsidiarily liable where the law so provides.

Nothing in this Agreement creates a partnership, joint venture, franchise, agency, or employment relationship between Toleds and the Merchant. Neither party may bind the other.

2. Eligibility and Verification

• You must be at least 18 years old and authorized to act on behalf of the business.
• You must provide accurate business information, including legal name, trade name, address, contact details, business permits, and authorized representative details.
• You must submit verification documents reasonably required by Toleds, such as government-issued IDs, business permits, BIR registration, and other applicable licenses.
• Toleds may verify, re-verify, suspend, or revoke listings based on the results of verification or compliance review.
• For onboarding under the initial admin-vetted phase, the Platform may require additional approvals or restrict self-serve registration. Toleds may change onboarding rules from time to time.

3. Listings, Catalog, and Operations

• You are solely responsible for the accuracy and lawfulness of your listings, including hours, prices, menu items, photos, descriptions, allergens, and ingredients.
• You will keep operating hours, vacation status, and inventory up to date so customers do not place Orders to closed or unavailable businesses.
• You will comply with all applicable laws and regulations, including food safety, sanitation, weights and measures, consumer protection, advertising, and tax laws.
• You will obtain and maintain all required permits, licenses, and registrations.
• You may not list prohibited items (including those listed in the Terms of Service Section 5.2 and items restricted by Philippine law).
• Photos and content you upload must be your own or properly licensed.

3.1 Takedown and Product Safety

Toleds operates a notice-and-takedown process described in Terms of Service §13.2. You acknowledge and agree that:

• Toleds may remove or disable access to any listing, item, photo, or content, and may suspend your listing, where it appears on its face to be prohibited by law, unsafe, imminently injurious, infringing, or the subject of a lawful takedown order. Where a risk to health or safety is apparent, Toleds may act immediately and without prior notice.
• Toleds will notify you of the removal and the reason, and you may appeal within fourteen (14) days under Section 10.
• You will respond within twenty-four (24) hours to any safety or compliance enquiry from Toleds concerning your items, and will provide requested evidence such as permits, supplier records, or preparation details.
• You will immediately notify Toleds and delist the affected items if you become aware of a food safety incident, contamination, recall, adverse reaction, or regulatory action involving items you have sold through the Platform.
• Removal of a listing under this Section does not, by itself, entitle you to compensation, and does not limit your liability to the Customer or any authority.

4. Pricing, Markup, and Payouts

4.1 Base Price and Markup

You set the base price for each item in your listing. Toleds may apply a markup, set by Toleds, to the base price when displaying the item to customers. The price shown to the customer is the sum of the base price and any markup, plus applicable delivery, surcharge, or service fees.

For each completed Order, the Merchant's entitlement is the base price (multiplied by quantity) of items sold, less any adjustments expressly described in this Agreement (such as voucher contributions you have agreed to fund, refunds, charge reversals, or fees). Toleds retains the markup as platform revenue.

4.2 Markup Adjustments

Markup rates may vary by Merchant, item, time, region, or promotion. Toleds may change applicable markup rates by giving you at least thirty (30) days' advance notice through the Platform, email, or other reasonable means, except where shorter notice is required by law, security, or fraud prevention.

4.3 Service Fees and Other Charges

Toleds may introduce or modify service fees, listing fees, subscription fees (for premium tools), commission fees on certain Order types, payment processing fees, or other charges. Where new fees apply to you, they will be disclosed before they are imposed and, for material changes affecting fees you pay, at least thirty (30) days' notice will be provided where reasonably practicable.

4.4 Settlement and Payouts

For Cash on Delivery Orders, payment is collected by the Rider on behalf of the Merchant. Settlement of amounts due to the Merchant follows the workflow displayed in the Merchant dashboard, which may include in-cash settlement at pickup, consolidated settlement on a periodic basis, or settlement through wallet, bank transfer, or other channels as they become available.

For Orders settled through the Platform's in-app payment channels (when enabled), Toleds will remit Merchant entitlements on the schedule described in the Merchant dashboard, after deduction of any markup, fees, refunds, chargebacks, voucher contributions, or amounts withheld pursuant to this Agreement.

Toleds may withhold or reverse payouts for suspected fraud, disputes, refunds, regulatory holds, or breach of this Agreement, while the matter is investigated.

4.5 Base Prices Are Confidential

Your base price and the price a Customer sees are two different figures whenever a markup applies. The base price is what you set and what the Rider hands you at the counter. A Customer is charged that base price plus any markup, plus the delivery fee, packaging fee, surcharge, and other line items disclosed at checkout. Quoting your own figure to a Customer therefore gives them a number that does not match their Order, and calls the amount charged in their app into question.

• You must not disclose a base price, counter price, price list, printed menu price, receipt total, or any other original price to a Customer. This holds in order chat, in customer messaging, on the phone, in person at pickup, and in every other channel where you deal with a Customer about an Order placed on the Platform.
• Do not place a store receipt, counter slip, price tag, or printed price list inside a Customer's Order. A Customer's own record of an Order is the receipt in their app.
• If a Customer asks what an item costs you, or says the price in the app looks wrong, refer them to the total shown in their own app or to Toleds support. Do not confirm, deny, or correct a figure a Customer quotes at you.
• Prices, payout figures, and Order breakdowns that Toleds shows you in the Merchant dashboard and in the business role of the app are given to you so you can run your business and check your own settlement. Treat them as confidential business information.

Breach of this Section 4.5 is a material breach of this Agreement and is a ground for immediate suspension under Section 10.

4.6 Payment Is Collected by the Rider, Never by You

For every Order placed through the Platform, the Customer pays the Rider and the Rider pays you. Toleds then settles with you under Section 4.4. No Platform Order is paid to you by a Customer directly.

• You must not ask a Customer for payment, and must not accept payment from a Customer, whether in cash, by GCash, Maya, bank transfer, another e-wallet, a payment link, a QR code posted in your store or sent in chat, or any other channel.
• You must never ask a Customer to send you an amount that includes the delivery fee. That fee is the Rider's earnings for a trip the Rider has already made. Collecting it takes the Rider's pay and leaves them to chase you for it.
• This applies whether you propose the arrangement or a Customer does. If a Customer offers to pay you directly, or says they have already sent money to your account, decline it, tell them to pay the Rider on arrival, and report it to Toleds support.
• Money taken outside the Platform is not recorded against the Order. The Rider still fronts your subtotal at the counter and still has to collect at the door. Your payout is still computed from the Order. A Customer who paid you on the side is left holding a transfer receipt that no refund or dispute process can reach.

Breach of this Section 4.6 is a material breach of this Agreement, is a ground for immediate suspension under Section 10, and may give rise to civil or criminal liability under Philippine law. Any amount you collect from a Customer in breach of this Section is held for the account of the Rider and Toleds, and is recoverable from you or set off against your payouts.

4.7 The Listed Price Is the Price You Are Paid

The base price on your listing at the moment a Customer places an Order is the amount the Rider hands you for that Order, and the amount Toleds settles against. Both figures are frozen into the Order at placement, and the Customer has already been charged against them.

• You must not ask the Rider for more than that amount, and must not accept less. Do not re-price an Order at the counter, upward or downward, and do not make handover conditional on a different figure.
• Keeping your listing current is your own responsibility. Prices, availability, portion sizes, and add-on costs are yours to edit in the Merchant dashboard or the business role of the app, at any time and as often as you need. A price you left stale is not a ground to charge a different one at pickup.
• A cheaper figure at the counter is a breach in the same way an expensive one is. It puts the Rider out of balance against what they collected, and it is the off-Platform discount that Section 5.2 does not allow.
• Where an item is genuinely unavailable, or an Order cannot be filled as it was placed, tell the Rider so the issue is raised in the app. Toleds re-prices the Order through the Platform and the Customer is told what changed. That route is the only one that moves an Order's money.

Breach of this Section 4.7 is a material breach of this Agreement and is a ground for immediate suspension under Section 10.

5. Vouchers, Promotions, and Funding

5.1 Funding

Toleds and Merchants may issue vouchers and promotions. Where a voucher or promotion is funded by Toleds, the Merchant receives its base-price entitlement and Toleds bears the discount cost. Where a voucher or promotion is funded by the Merchant (such as a Merchant-specific promo), the Merchant authorizes Toleds to apply the discount to the Merchant's entitlement accordingly. Funding source for each voucher will be reflected in the Merchant dashboard.

5.2 Promotions Run on the Platform or Not at All

Every discount, sale, promo, freebie, bundle, price change, and other concession that is to apply to an Order placed through the Platform must be set up on the Platform, using the tools provided to you in the Merchant dashboard or in the business role of the app. Those tools today include per-item sale prices, spend-tier promos, free-item promos, and the platform vouchers that Toleds issues. Toleds may add, change, or withdraw promotional tools from time to time.

• You must not offer a Customer a different price, a discount, a freebie, a bundle, or any other deal outside those tools where it is meant to apply to a Platform Order. This covers deals proposed in order chat, in customer messaging, on the phone, at your counter, and on your own social media accounts.
• A deal agreed on the side changes what a Customer expects to pay without changing what the Order records. The Rider still fronts your subtotal at the counter and still collects the total shown in the Customer's app. One of those two people ends up out of pocket, and your payout, the markup, and the Toleds record of the Order are all computed from an amount nobody honored.
• Running a promotion through the Platform tools keeps the discount inside the Order. The Customer sees the reduced total before confirming, the Rider collects that same total, the funding side is recorded under Section 5.1, and your payout matches what happened.
• Your own counter is your own business. This Section governs Orders placed through the Platform, and does not restrict the prices or promotions you offer walk-in customers who buy from you outside the Platform.

Breach of this Section 5.2 is a material breach of this Agreement and is a ground for immediate suspension under Section 10.

6. Order Fulfillment

• You will accept and prepare Orders within the timeframes displayed in the app and in line with reasonable industry practice.
• You may reject or cancel Orders for valid reasons (item unavailability, business closure, safety) using the in-app controls.
• You are solely responsible for the quality, safety, and legality of items you sell.
• You will cooperate with Toleds and Riders to resolve issues during Order fulfillment.

7. Content License

You grant Toleds a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, modify (for formatting), distribute, and display your business name, logo, trademarks, photos, menu items, descriptions, prices, and other content you provide (collectively, "Merchant Content") on the Platform and in marketing channels associated with the Platform, including communications to customers and prospective customers. You represent that you have the rights necessary to grant this license. The license continues for content reasonably required to operate, secure, and promote the Platform, and survives termination to the extent the content has been used in past communications, transactions, or aggregated analytics.

8. Data Sharing

Toleds shares Order-related data with you to enable fulfillment (customer name, contact details, address, Order details). You may use this data only for the purpose of completing the Order and complying with legal obligations. You may not retain, mine, sell, or otherwise process customer data for unrelated marketing, profiling, or third-party use without separate, lawful consent from the customer. You will comply with the Data Privacy Act of 2012 with respect to all customer data received through the Platform.

9. Taxes, Receipts, and Compliance

• You are responsible for all taxes (including VAT, percentage tax, income tax, and local business taxes) arising from your sales on the Platform.
• Toleds generates the customer-facing printout for a Platform Order. Two exist: the delivery slip your store prints when it accepts an Order, and the walk-in slip printed by the Toleds POS. Both show customer prices with any markup already inside them, and neither shows your base price. A Customer's own record of an Order is the receipt in their app.
• You will not issue your own receipt or invoice to a Customer for a Platform Order. A slip printed on your side carries your base price, which Section 4.5 does not allow you to disclose. Receipts you issue to walk-in customers who buy from you outside the Platform are unaffected.
• Your books and tax filings for Platform sales run off your Toleds settlement records, which show your base-price entitlement for each Order and are available in the Merchant dashboard.
• Neither slip is an official receipt for tax purposes, and each one prints "THIS IS NOT AN OFFICIAL RECEIPT". Where an official receipt is required for a Platform Order, contact Toleds at hello@toleds.app.
• Toleds may, where required by law or regulation, withhold taxes, report transaction information to the Bureau of Internal Revenue, the Department of Trade and Industry, or other authorities, and make information available to such authorities.
• You will cooperate with audits and investigations by competent authorities.

10. Suspension and Termination

• You may delist or close your business at any time using in-app controls, subject to completing in-flight Orders.
• Toleds may suspend, restrict, or terminate your participation for breach of this Agreement, the Terms of Service, applicable law, fraud, safety incidents, repeated customer complaints, expired permits, or where required by law or court order.
• Price and payment integrity is enforced immediately. Disclosing a base price or other original price to a Customer (Section 4.5), asking for or accepting payment from a Customer (Section 4.6), re-pricing an Order at the counter (Section 4.7), and offering pricing or promotions outside the Platform tools (Section 5.2) are each a material breach. Where Toleds finds evidence of one, it may suspend your listing immediately and without prior notice, withhold the affected payouts pending investigation, and terminate this Agreement on a repeat. Notice of the suspension and the reason will follow, and the appeal window below applies.
• Where reasonably practicable and not prohibited, Toleds will give notice and a fourteen (14) day window to appeal by emailing hello@toleds.app.
• Upon termination, you may request a copy of your historical Order and listing data, in a reasonable machine-readable format, within thirty (30) days after termination.
• Termination does not affect rights or obligations that have accrued prior to termination, including settlement of completed Orders, dispute resolution, indemnification, and confidentiality.

11. Representations and Warranties

You represent and warrant that:

• You have the authority to enter into this Agreement on behalf of the Merchant;
• The Merchant operates a lawful business and holds all required permits and licenses;
• Your listings and content do not infringe any third-party rights;
• Information you provide is accurate, current, and complete;
• You will follow Sections 4.5, 4.6, 4.7, and 5.2 in every channel where you deal with a Customer or a Rider, and you will make sure that your staff, family members, and anyone else who answers chat, the phone, or the counter on your behalf follows them too. You are responsible for what those people say, charge, and collect in your name;
• You will operate in compliance with Philippine law, including consumer protection, food safety, advertising, anti-money-laundering, and privacy laws.

12. Indemnification

To the extent permitted by law, you agree to indemnify, defend, and hold harmless Toleds and its affiliates from and against reasonable claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your products, services, listings, content, or operations;
• Your breach of this Agreement, the Terms of Service, or applicable law;
• Customer complaints arising from product quality, safety, or non-delivery to the extent caused by your acts or omissions;
• Tax, regulatory, or governmental proceedings against you.

This indemnity does not apply to losses caused by Toleds' own gross negligence or willful misconduct.

13. Limitation of Liability

The limitation of liability provisions of the Terms of Service apply to this Agreement. Without limiting the foregoing, to the maximum extent permitted by law, Toleds shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of this Agreement or the Platform.

14. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond reasonable control, including typhoons, floods, earthquakes, pandemics, civil unrest, government action, power or telecommunications outages, internet disruptions, processor or hosting failures, and similar events.

15. Changes to This Agreement

Toleds may update this Agreement from time to time. The "Last updated" date reflects the most recent revision. For material changes affecting your rights, fees, or obligations, Toleds will provide at least thirty (30) days' advance notice through the Platform, email, or other reasonable means, unless a shorter period is required by law or necessary for security or compliance. If you do not agree to a material change, your remedy is to cease using the Platform and request termination, subject to settlement of in-flight obligations.

16. Governing Law and Venue

This Agreement is governed by the laws of the Republic of the Philippines. Disputes arising under this Agreement shall be submitted to the exclusive jurisdiction of the proper courts of Cebu City, Philippines, except where Philippine law (including consumer protection laws) provides otherwise.