AfricanComplex — Merchant Agreement

DRAFT — FOR ATTORNEY REVIEW ONLY This document was generated from the frozen business rules, Stripe architecture, subscription model, product expiration rules, and refund policies. It must be reviewed and approved by qualified legal counsel before use. Not legal advice.

Last Updated: [DATE] Effective Date: [DATE]

1. Parties

This Merchant Agreement ("Agreement") is entered into between AfricanComplex Holdings LLC, a [STATE] [ENTITY TYPE] ("AfricanComplex," "Platform," "we," "us," or "our") and the business entity or individual registering as a Merchant on the AfricanComplex platform ("Merchant," "you," or "your").

By completing the merchant onboarding process and accepting this Agreement, you agree to be bound by its terms.

2. Platform Services

2.1 What We Provide

AfricanComplex provides you with:

• A digital storefront on the AfricanComplex marketplace accessible to Customers via mobile apps
• Order management tools (receive, accept, reject, fulfill orders)
• Product and inventory management tools, including batch-level inventory tracking and expiration monitoring
• Payment processing through Stripe Connect
• Delivery logistics through OrbitApex (our delivery network of independent contractor Drivers)
• Analytics and reporting tools (based on your subscription plan)
• Customer support infrastructure

2.2 What We Do Not Provide

AfricanComplex does not:

• Guarantee any volume of orders or revenue
• Provide physical retail or storage space
• Employ delivery Drivers (Drivers are independent contractors)
• Inspect, certify, or warranty your products
• Provide legal, tax, or financial advice

3. Merchant Approval

3.1 Application Requirements

To sell on the Platform, you must submit and have approved:

• Valid business license
• Food handling permit (if selling food products)
• Tax identification number (EIN)
• Owner photo identification
• Banking information for payouts (via Stripe Connect onboarding)
• Store information (name, description, logo, address, operating hours)

3.2 Approval Process

AfricanComplex reviews all merchant applications. We may approve, reject, or request additional information at our sole discretion. Approval does not create a guarantee of continued access; your account remains subject to the terms of this Agreement.

3.3 Service Area

Your store must be located within an active AfricanComplex service area. We define service areas and may modify them at any time.

4. Subscription Plans and Fees

4.1 Plans

You must subscribe to one of the following plans:

4.2 Activation Fee

The activation fee is a one-time, non-refundable charge assessed at account activation. It covers onboarding, verification, and initial setup.

4.3 Transaction Fee

The transaction fee is a percentage of each order's subtotal (product prices only, excluding delivery fees, service fees, and taxes). The applicable percentage is determined by your subscription plan.

4.4 Billing

Subscription fees are billed monthly via Stripe. You authorize recurring charges to the payment method on file. Failed payments are handled as follows:

4.5 Reactivation

If your account is suspended due to non-payment, you may reactivate by paying all outstanding balances. Your store will be restored within one hour of payment.

4.6 Plan Changes

• Upgrades: Effective immediately. The price difference for the current billing period is prorated and charged to your payment method.
• Downgrades: Effective at the start of the next billing cycle. No proration or refund for the current period.

4.7 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No refund is provided for the remaining portion of the billing period. Activation fees are non-refundable. Upon cancellation, your store will be hidden from the marketplace and you will no longer receive orders.

5. Payments and Payouts

5.1 Payment Processing

Customer payments are processed by Stripe. AfricanComplex collects the full order amount from the Customer, including product subtotal, delivery fee, service fee, and applicable taxes.

5.2 Payout Calculation

Your payout for each order is calculated as:

Merchant Payout = Order Subtotal - Transaction Fee

Example (Professional plan):

Order Subtotal: $28.99
Transaction Fee (5%): $1.45
Merchant Payout: $27.54

5.3 Payout Timing

Transfers to your Stripe Connect account occur after delivery of each order is confirmed by the Driver. Payout from your Stripe Connect balance to your bank account follows Stripe's standard payout schedule (typically 2 business days for established accounts).

5.4 Stripe Connect

You must complete Stripe Connect onboarding (Express account type) to receive payouts. You agree to Stripe's Connected Account Agreement. AfricanComplex uses the separate charges and transfers model — we charge the Customer, then transfer your portion after delivery confirmation.

5.5 Taxes

You are solely responsible for collecting and remitting applicable sales taxes. AfricanComplex does not calculate, collect, or remit sales taxes on your behalf. [ATTORNEY NOTE: Consider whether Platform should handle marketplace facilitator tax obligations in applicable states.]

6. Products and Inventory

6.1 Product Listings

You are responsible for the accuracy of all product listings, including:

• Product name and description
• Price (displayed to Customers and used for fee calculations)
• Images
• Category and tags
• Weight (if applicable)
• Perishability designation

6.2 Product Standards

You agree not to list:

• Illegal or regulated substances without proper licensing
• Counterfeit or infringing products
• Products that violate AfricanComplex content policies
• Expired products

AfricanComplex reserves the right to remove any product listing that violates this Agreement or Platform policies.

6.3 Inventory and Expiration Management

The Platform provides batch-level inventory tracking with FIFO (first-in, first-out) deduction for perishable products. You are responsible for:

• Entering accurate batch quantities and expiration dates
• Monitoring expiration alerts provided by the Platform
• Managing products approaching expiration (discounting, removing, or donating)
• Ensuring no expired products are sold to Customers

The Platform provides automated expiration alerts:

These alerts are provided as a convenience. You remain solely responsible for product safety and compliance with food safety regulations.

6.3a Automatic Clearance Pricing (Opt-Out, Merchant-Controlled)

To help you avoid losing money on stock nearing its expiration date, the Platform may automatically place a product on a temporary clearance sale as its inventory approaches expiry. This feature is enabled by default, and by accepting this Agreement you acknowledge and consent to it. You remain fully in control:

• You set the discount. The clearance percentage is configured by you in Store Settings. The Platform never applies a larger discount than the percentage you have chosen.
• You may turn it off at any time in Store Settings, before any clearance sale is created. Disabling the feature prevents any future automatic clearance.
• Auto-clearance only reduces the price temporarily; the sale ends when the affected stock expires, and it never overrides a sale you created yourself.

Because you set the discount percentage and can disable the feature at any time, any clearance pricing applied results from your own configured settings, not from a unilateral action by the Platform. You retain responsibility for your pricing and margins.

6.4 Product Liability

You assume all liability for the products you sell through the Platform, including product quality, safety, labeling accuracy, allergen disclosures, and compliance with applicable regulations. AfricanComplex is not responsible for product defects, contamination, mislabeling, or any harm resulting from products sold through the Platform.

7. Orders

7.1 Accepting Orders

When a Customer places an order, you will receive a notification. You must accept or reject the order within 5 minutes. Orders not responded to within 5 minutes are automatically cancelled.

7.2 Fulfillment

Upon accepting an order, you agree to:

• Prepare the order accurately and promptly
• Update the order status as preparation progresses
• Mark the order as "Ready for Pickup" when it is prepared
• Have the order ready for Driver pickup

Fulfillment Method Suitability. You are solely responsible for selecting fulfillment methods appropriate to each product. Perishable, fresh, temperature-sensitive, fragile, or otherwise transit-unsuitable items must not be offered for carrier shipping and should be offered for in-store pickup or local delivery only. You assume all liability for spoilage, damage, deterioration, or loss of any product arising from your selection of an unsuitable fulfillment method, and you agree to indemnify AfricanComplex against related claims. The Platform's product and fulfillment settings, including any perishability or shipping-eligibility indicators and expiry alerts, are provided as a convenience and do not transfer any such responsibility to AfricanComplex. [ATTORNEY NOTE: Confirm scope of merchant liability for fulfillment-method selection and carrier transit risk.]

7.3 Cancellation by Merchant

You may cancel an accepted order, but a reason is required. Excessive cancellation rates trigger enforcement:

• Greater than 5%: Warning
• Greater than 10%: Account review
• Greater than 15%: Account suspension

When you cancel an accepted order, the Customer receives a full refund. AfricanComplex absorbs the processing cost.

8. Refunds and Disputes

8.1 Customer Refund Requests

Customers may request a refund within 48 hours of delivery. You will be notified of refund requests and have 24 hours to respond. If you do not respond within 24 hours, the request is escalated to AfricanComplex for resolution.

8.2 Auto-Approved Refunds

Orders under $15 with photographic evidence may be auto-approved without Merchant review. You will be notified but cannot dispute auto-approved refunds. The corresponding transfer to your Stripe Connect account will be reversed.

8.3 Refund Responsibility

8.4 Excessive Refund Rate

Merchants with a refund rate exceeding 8% of orders will be subject to a quality review, which may result in required corrective action or account suspension.

9. Intellectual Property

9.1 Your Content

You retain ownership of content you upload to the Platform (product images, store logos, descriptions). You grant AfricanComplex a non-exclusive, worldwide, royalty-free license to use, display, and distribute your content in connection with the Services, including marketing and promotional materials.

9.2 Platform IP

You may not use AfricanComplex's name, logo, or branding except as expressly permitted for the purpose of identifying your store's presence on the Platform.

10. Data and Privacy

10.1 Customer Data

You will receive limited Customer data necessary for order fulfillment (name, delivery address, order details). You agree to:

• Use Customer data solely for order fulfillment
• Not contact Customers outside of the Platform for marketing purposes
• Not share, sell, or disclose Customer data to third parties
• Comply with applicable data protection laws

10.2 Your Data

We collect and use your business data as described in our Privacy Policy. We may use aggregated, anonymized data derived from your store's performance for Platform improvement and analytics.

11. Suspension and Termination

11.1 Suspension by AfricanComplex

We may suspend your account for:

• Non-payment of subscription fees (see Section 4.4)
• Excessive cancellation rate (greater than 15%)
• Excessive refund rate (greater than 8%)
• Violation of this Agreement or Platform policies
• Fraud or misrepresentation
• Legal or regulatory requirements
• Safety concerns

11.2 Termination by AfricanComplex

We may terminate this Agreement and your account at any time for cause, with written notice. Causes for termination include repeated or uncured violations of this Agreement.

11.3 Termination by Merchant

You may terminate this Agreement at any time by cancelling your subscription and closing your store. Termination does not relieve you of obligations for orders already accepted or outstanding balances owed.

11.4 Effect of Termination

Upon termination:

• Your store is removed from the marketplace
• Pending orders must be fulfilled or cancelled with full Customer refunds
• Outstanding payouts will be processed within 30 days
• Outstanding subscription or fee balances remain due
• Activation fees are not refundable

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AFRICANCOMPLEX'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO AFRICANCOMPLEX IN THE 12 MONTHS PRECEDING THE CLAIM.

AFRICANCOMPLEX IS NOT LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR YOUR USE OF THE PLATFORM.

13. Indemnification

You agree to indemnify, defend, and hold harmless AfricanComplex from any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:

• Products you sell through the Platform
• Your violation of this Agreement
• Your violation of any applicable law or regulation
• Your negligence or willful misconduct
• Any claim by a Customer or third party related to your products or services

14. Confidentiality

Each party agrees to keep confidential the other party's proprietary information disclosed under this Agreement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

15. Modifications

We may modify this Agreement at any time by providing 30 days' written notice (via email or in-app notification). Your continued use of the Platform after the effective date of modifications constitutes acceptance. If you do not agree with the modifications, you may terminate this Agreement before the effective date.

16. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of [STATE].

[ATTORNEY TO DRAFT: Arbitration clause, venue selection, class action waiver]

17. Miscellaneous

17.1 Independent Contractor

The relationship between AfricanComplex and Merchant is that of independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

17.2 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter herein.

17.3 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

17.4 Assignment

You may not assign this Agreement without our written consent. AfricanComplex may assign this Agreement without restriction.

17.5 Force Majeure

Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, pandemics, government actions, or infrastructure failures.

18. Contact

For questions about this Agreement:

AfricanComplex Holdings LLC [ADDRESS] [email protected] [PHONE]