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.

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.

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.

5. Vouchers, Promotions, and 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.

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 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.
• You will issue official receipts or invoices to customers as required by Philippine law.
• 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.
• 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 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.