Merchant Partner Agreement

This Merchant Partner Agreement ("Agreement") is entered into between ProntoMigo SRL ("ProntoMigo", "we", "us"), with registered office at Viale Nicolo Biondo n. 2, 41012 Carpi (MO), Italia, VAT 03007100351, and the business entity or sole trader registering as a merchant on the platform ("Merchant", "you").

By creating a merchant account, checking the acceptance box and continuing onboarding, you confirm that you have read, understood and agree to be bound by this Agreement, our Privacy Policy at https://prontomigo.com/privacy, and any service-specific policies referenced herein.

If you do not agree, you must not use the merchant dashboard or sell through the platform.

• Platform: the ProntoMigo SRL website, merchant dashboard, mobile applications, APIs and related operational systems.
• Marketplace sale: any order for goods placed by a customer through the platform and fulfilled by you, including food, grocery, retail and other permitted categories.
• Goods subtotal: the net value of products sold to the customer before delivery fees, service fees, tips and taxes shown separately at checkout.
• Commission: the platform fee of 20% for delivery orders and 10% for pickup orders applied to the Goods subtotal on each completed Marketplace sale, as further described in Section 7.
• Provider / Rider: an independent delivery partner who collects prepared orders from your premises and delivers them to the customer.
• Order: a customer request accepted by you through the platform for preparation and handoff to a Provider.
• Dashboard: the merchant web application used to manage catalog, hours, orders, earnings and support.

You operate as an independent merchant and business operator, not as an employee, agent, franchisee or legal representative of ProntoMigo.

ProntoMigo provides technology intermediation connecting your business with customers and independent delivery Providers. You remain solely responsible for:

• the sale of goods and compliance with all laws applicable to your business;
• product quality, safety, labelling, allergens and age-restricted sales;
• commercial authorisations, municipal licences and HACCP obligations where required;
• employment and tax obligations relating to your staff and premises.

Nothing in this Agreement creates a partnership, joint venture or employment relationship between the parties.

To sell on the platform you must:

• be a duly registered business or authorised sole trader in Italy (or another jurisdiction we expressly support);
• provide accurate business, tax, SDI/PEC, ownership and contact information during onboarding;
• upload the documents we reasonably require for admin review, including identity, VAT/registration, licences, food-safety/HACCP evidence and store information where applicable;
• complete identity, business and risk verification steps we reasonably require;
• complete Stripe Connect payout onboarding, including bank details such as IBAN/BIC where required by the payment provider;
• maintain accurate opening hours, service areas and delivery handoff instructions.

ProntoMigo's admin team reviews your application before activation. We may create or prepare the Stripe Connect onboarding workflow from the admin dashboard, but you must provide sensitive payout information only through Stripe or another approved secure flow unless we expressly provide a lawful alternative. We may approve, reject, suspend or request additional documentation to protect customers, Providers and platform integrity. You must notify us promptly of any material change to your legal name, VAT number, registered address, ownership, payout eligibility or food-safety authorisations.

You may list products only in categories enabled for your merchant profile (e.g. restaurant, fast food, grocery, butcher, fruit and vegetable, cosmetics, general retail) and only within service areas assigned to your store.

You agree that all catalog information is accurate and kept up to date, including:

• product names, descriptions, images, weights, volumes and variants;
• prices, VAT treatment and promotional pricing;
• allergen information and ingredient disclosures required by EU Regulation 1169/2011 and Italian food law;
• availability, stock status and preparation times.

You must not list illegal, counterfeit, dangerous, mislabelled or prohibited products. We may remove listings or suspend your account for catalogue violations.

You control your product prices subject to platform rules and applicable law. Prices shown to customers at checkout must match your dashboard settings at the time of order acceptance, except for permitted promotional mechanics configured through the platform.

Promotions, discount codes, free-delivery offers and campaigns you create or approve must comply with Italian consumer law, including transparent pre-contractual information and non-misleading advertising. Merchant-created promotions are funded from your payout.

The Commission is calculated on the Goods subtotal and is not added to the customer checkout as a hidden surcharge. Delivery fees, service fees and taxes may be shown separately to the customer according to the checkout flow.

7.1 Fixed commission. ProntoMigo charges a fixed platform commission of 20% (twenty per cent) on the Goods subtotal of completed delivery Marketplace sales and 10% (ten per cent) on completed pickup Marketplace sales. These rates apply to permitted merchant categories unless we agree a different written rate with you and reflect it in your dashboard.

7.2 Calculation. Commission is calculated on product value before delivery charges, customer service fees, tips and taxes that are itemised separately. Merchant-funded promotions, including free-delivery offers, are deducted from your payout when redeemed. Refunds, cancellations and chargebacks adjust commission proportionally when the underlying sale is reversed.

7.3 No hidden deductions. Aside from the agreed Commission, merchant-funded promotions you create or approve, Stripe payment processing costs allocated under our payment policy, and lawful adjustments for refunds or chargebacks, we will not apply undisclosed deductions from your earnings.

7.4 Card payouts. For card-paid Marketplace sales, customer payments are processed through Stripe Connect or another approved provider. Your net payout equals the amounts collected for your goods, minus the Commission, redeemed merchant-funded promotions and applicable payment adjustments, according to the payout schedule shown in your dashboard. You are responsible for providing and maintaining accurate bank and tax details, including IBAN/BIC where required.

7.5 Cash on delivery / pickup cash. Where a customer pays in cash and you retain the cash (typically pickup orders), you keep the merchant goods share and ProntoMigo accrues a receivable for the Commission and customer service fee. ProntoMigo issues a monthly electronic invoice (FatturaPA) for those amounts, routed to your SdI codice destinatario or PEC. You must pay the invoiced amount according to the payment instructions on the invoice. For delivery orders paid in cash to the rider, your merchant share continues to be paid via Connect while cash remittance to the platform is handled with the Provider.

7.6 Taxes. You are solely responsible for VAT, income tax, social contributions and any other fiscal obligations on your sales. We may collect or report information where required by law, including DAC7 platform reporting where applicable.

When a customer places an order, you must review and accept or reject it promptly through the Dashboard. By accepting an order you commit to prepare it within the stated preparation time and make it available for Provider pickup.

You agree to:

• monitor incoming orders during published opening hours;
• package goods safely and hygienically, including hot food containers where appropriate;
• include all ordered items, condiments and utensils reasonably expected for the order type;
• label age-restricted products and verify legal age on handoff where required;
• provide accurate pickup instructions and staff contact for Providers.

Repeated failure to accept orders, excessive cancellations after acceptance, or material preparation delays may reduce visibility, trigger a remediation plan, or lead to suspension/termination after review in accordance with Sections 14 and 17.

Delivery from your premises to the customer is performed by independent Providers, not by ProntoMigo as carrier. You are responsible for timely order readiness at handoff.

You must:

• release orders only to the assigned Provider shown in the Dashboard or verified through platform procedures;
• ensure a safe handoff area and cooperate with pickup workflows;
• not solicit customers to bypass the platform for orders originating through ProntoMigo.

ProntoMigo is not liable for delivery delays caused by traffic, weather, Provider availability or force majeure, without prejudice to mandatory consumer rights.

Your store is visible to customers only within enabled service areas and delivery zones configured on the platform. You must keep opening hours, holiday closures and temporary pauses accurate in the Dashboard.

If you operate from a new address or expand to another zone, you must update your profile and obtain any required zone approval before accepting orders from that location.

We may pause service in a zone for operational, safety or regulatory reasons and will use reasonable efforts to notify affected merchants.

If you sell food or beverages, you warrant compliance with applicable hygiene rules, including HACCP systems where required, traceability obligations and municipal health regulations.

You must:

• maintain valid food business registration and inspections;
• disclose allergens accurately and update menus when recipes change;
• store, prepare and transport food at safe temperatures until Provider handoff;
• comply with rules on alcohol, tobacco and age-restricted products.

Any food safety incident, product recall or authority notice affecting customers must be reported to info@prontomigo.com without undue delay.

You may receive personal data about customers (name, phone, delivery notes, order history) solely to prepare and hand off orders placed through the platform.

You must:

• use customer data only for order fulfillment and legally required record-keeping;
• not add customers to marketing lists without a separate lawful basis;
• protect data with appropriate organisational and technical measures;
• delete or return data when no longer needed for the order, subject to legal retention duties.

Our Privacy Policy explains how ProntoMigo processes data. Where you act as an independent data controller for your own marketing or loyalty programmes, you remain responsible for compliance with GDPR and Italian privacy law.

ProntoMigo grants you a limited, non-exclusive, revocable licence to use platform branding assets we provide solely to indicate your participation in the marketplace.

You retain ownership of your trade names, logos and product content. You grant ProntoMigo a licence to display your name, logo, menu content and images on the platform and in marketing materials reasonably related to promoting your store and the service.

You must not misuse ProntoMigo trademarks, scrape platform data, reverse engineer software or use the brand in a misleading way.

We may measure merchant performance using transparent and objective factors such as customer ratings, cancellation rates, preparation times, complaint volume, catalogue accuracy, food-safety/compliance history, opening-hour reliability and fraud or safety signals.

These factors may influence ranking, visibility, eligibility for promotions, remediation requests or temporary pauses. We do not reduce visibility through hidden paid placement or undisclosed punitive criteria. Where a material ranking or visibility change is based on compliance or quality concerns, you may contact info@prontomigo.com to request the main reasons and human review.

You agree to maintain professional standards of service and respond constructively to customer issues escalated through platform support. We may conduct remote or on-site audits where permitted by law and your cooperation is required for food safety or fraud investigations.

Persistent low quality, fraud indicators or breach of this Agreement may lead to reduced visibility, mandatory remediation or account suspension.

Refunds to customers for missing items, incorrect orders, quality defects or lawful cancellations may be initiated through platform support workflows. You agree to cooperate with reasonable investigations and accept adjustments to your payout where a refund or chargeback is upheld.

If you dispute a refund decision, you must provide evidence (photos, preparation records, POS logs) within the timeframe we specify.

Unjustified refusal to remedy valid customer claims or abusive chargeback patterns may result in suspension and recovery of amounts owed to ProntoMigo or customers.

You must not:

• sell illegal, unsafe or counterfeit goods;
• manipulate prices, fake orders or reviews;
• discriminate unlawfully against customers or Providers;
• harass platform staff, customers or delivery partners;
• circumvent the platform to avoid Commission on sales originating from ProntoMigo;
• share account access with unauthorised persons;
• introduce malware or attempt unauthorised access to systems.

We may report serious misconduct to authorities and pursue contractual remedies.

You may stop using the platform at any time by closing your merchant account, subject to completion of outstanding orders and settlement of amounts due.

We may suspend or terminate your account immediately for material breach, fraud, food safety risk, legal compulsion, expired authorisations, Stripe Connect restriction, repeated quality failures or conduct that creates risk for customers, Providers or the platform. Where reasonable and legally possible, we will provide the reasons, notice and an opportunity to remedy non-material breaches. Urgent safety, fraud or legal cases may require immediate action.

You may challenge a suspension or termination by contacting info@prontomigo.com with supporting evidence. Upon termination:

• your catalogue will be removed from customer channels;
• pending payouts will be processed subject to refunds, chargebacks, payment-provider restrictions and lawful holds;
• confidentiality and data protection obligations survive.

To the maximum extent permitted by applicable law, ProntoMigo is not liable for indirect, consequential or punitive damages arising from your use of the platform.

You are responsible for claims arising from your products, premises, staff, regulatory non-compliance or breach of this Agreement. You agree to indemnify ProntoMigo against losses, fines and reasonable legal costs resulting from such claims, except to the extent caused by our wilful misconduct.

Nothing limits liability that cannot be excluded under mandatory Italian law, including death or personal injury caused by negligence.

We may update this Agreement to reflect legal, operational or commercial changes. Material changes will be notified through the Dashboard, email or in-app notice with a reasonable notice period, taking into account business-user transparency rules where they apply.

Continued use of the platform after the effective date constitutes acceptance of the updated terms. If you do not agree, you must stop accepting new orders and close your account before the effective date.

This Agreement is governed by Italian law. For merchants established in Italy, the courts of Modena have exclusive jurisdiction, without prejudice to mandatory consumer protections that do not apply to B2B merchant contracts.

For dispute resolution, you may also use the EU online dispute resolution platform at https://ec.europa.eu/consumers/odr where applicable to your situation.

Official notices to ProntoMigo: info@prontomigo.com (general), prontomigo@pec.it (PEC).

Support, complaints, DSA/P2B notices and merchant review requests: info@prontomigo.com.

Notices to you will be sent to the email address registered on your merchant account and are deemed received when sent, unless applicable law requires a different form.