Merchant Policy

Company: MISMO PH Digital Solutions OPC

Agreement Version: 1.0.1

Effective Date: January 2026

Last Updated: January 2026

This Merchant Agreement ("Agreement") is a legally binding contract between MISMO PH Digital Solutions OPC ("MISMO," "we," "us," "our") and the business entity or individual ("Merchant," "you," "your") using the MISMO platform. By registering for a Merchant Account, you irrevocably agree to all terms herein.

1. INTERPRETATION AND HIERARCHY

1.1 Defined Terms: Capitalized terms have meanings given in context or in Section 19 (Definitions).

1.2 Order of Precedence: This Agreement prevails over any other understanding, including your purchase orders or terms. The MISMO Privacy Policy, General Terms, and Payment Policy are incorporated by reference. In case of conflict, this Agreement controls for merchant-related matters.

1.3 Entire Agreement: This document constitutes the entire understanding between the parties regarding the subject matter.

2. NATURE OF RELATIONSHIP AND DISCLAIMER OF AGENCY

2.1 Platform-Only Service: MISMO provides a technology platform comprising software, services, and a marketplace (the "Platform") that facilitates connections between Merchants, independent third-party delivery providers ("Riders"), and consumers ("Customers"). MISMO is not a delivery service, food preparation business, retailer, manufacturer, or merchant of record for your products.

2.2 Independent Entities: The relationship between MISMO and Merchant is that of independent contractors. Nothing herein creates a partnership, joint venture, agency, franchise, or employment relationship. Merchant has no authority to bind MISMO.

2.3 No Endorsement: MISMO does not endorse, guarantee, or assume responsibility for any Merchant's products, services, actions, or omissions. Listings on the Platform do not constitute MISMO's approval or warranty.

3. MERCHANT REPRESENTATIONS, WARRANTIES, AND COVENANTS

You represent, warrant, and covenant on a continuing basis that:

3.1 Legal Authority & Capacity: You have full power and authority to enter into this Agreement. If acting for an entity, you are duly authorized.

3.2 Business Legitimacy: You operate a legitimate business with a physical commercial location from which products are prepared and dispatched. Home-based kitchens must comply with local regulations for commercial food preparation.

3.3 Valid Licenses & Permits: You possess and will maintain all necessary government-issued licenses, permits, certifications, and registrations, including but not limited to:

- SEC or DTI Registration Certificate.

- Barangay Clearance and Mayor's Business Permit.

- BIR Certificate of Registration (COR) and Authority to Print Receipts/Invoices.

- License to Operate (LTO) from the local Health Office (for food).

- Any other permits required by the Food and Drug Administration (FDA), Department of Trade and Industry (DTI), or other regulatory bodies for your specific product categories (e.g., supplements, cosmetics, toys).

3.4 Product Liability & Safety: All products listed are safe for consumption or use, prepared in sanitary conditions compliant with the Sanitation Code of the Philippines, accurately labeled (including allergen information), and conform to all applicable Philippine National Standards (PNS) and laws.

3.5 Tax Compliance: You are registered for all applicable taxes (VAT, Percentage Tax, Income Tax) and will file and pay them timely. You will provide your BIR Tax Identification Number (TIN) and official receipt details to MISMO.

3.6 Content Ownership & Accuracy: You own or have licenses for all images, logos, menus, and descriptions ("Merchant Content") you upload. All content is accurate, not misleading, and updated in real-time to reflect pricing, availability, and preparation times.

4. MERCHANT OPERATIONAL OBLIGATIONS

4.1 Account & Profile Management: You will maintain an accurate business profile, including correct address, contact information, operating hours, and product catalogs.

4.2 Order Acceptance & Fulfillment: You must accept all orders transmitted via the Platform during your stated operating hours. You are solely responsible for preparing orders accurately and within the promised preparation time.

4.3 Packaging for Delivery: You must package all items securely to prevent damage, spillage, or tampering during transit. For food, this includes heat retention/cold preservation where necessary and tamper-evident seals.

4.4 Hand-off to Riders: You must verify the Rider's identity and order code before handing over any order. You are responsible for the order until it is successfully scanned or accepted by the Rider in the app.

4.5 Inventory & Menu Synchronization: You must actively manage your digital inventory. Listing an item as "available" constitutes a binding offer to sell. Failure to fulfill due to being out-of-stock will result in penalties (see Section 7).

4.6 Customer Service: You are the primary point of contact for Customer inquiries related to product quality, ingredients, preparation, and allergies. You must resolve such issues directly and promptly.

5. FINANCIAL TERMS

5.1 Commission Structure: You agree to pay MISMO a commission ("Service Fee") on the Gross Transaction Value of each completed order. Gross Transaction Value includes the product selling price, delivery fee paid by the Customer, and any taxes, but excludes Customer tips to Riders.

- Standard Commission Rate: [e.g., 20% - 30%] as specified in your onboarding documents.

- Payment Processing Fee: [e.g., 2.5% - 3.5%] for third-party gateway costs.

5.2 Promotions & Discounts: You may participate in Platform-wide promotions. The cost of discounts is shared according to the promotion terms you opt into. MISMO may run marketing campaigns featuring your store; you may be responsible for a portion of the marketing cost as agreed.

5.3 Settlement Cycle: MISMO will settle your Net Earnings (Gross Transaction Value minus Service Fees, Processing Fees, Promotion Costs, and Refunds) to your designated bank account weekly. The settlement statement will be available in your Merchant Portal.

5.4 Tax Reporting & Withholding: MISMO will provide you with monthly sales reports for your tax filing. MISMO will comply with all legal requirements regarding withholding taxes (e.g., Creditable Withholding Tax for certain suppliers under BIR regulations). Any tax withheld will be documented in your settlement statement and reflected in the official BIR Form 2307 provided to you.

5.5 Disputes & Chargebacks: You are responsible for all chargebacks, refunds, and transaction reversals initiated by Customers or payment processors related to your orders. MISMO will debit these amounts from your pending settlements. If a chargeback is disputed and won, MISMO will re-credit the amount.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 License Grant to MISMO: You grant MISMO a worldwide, royalty-free, non-exclusive, sublicensable license to use your trade names, trademarks, logos, and Merchant Content for marketing, promotion, and operation of the Platform.

6.2 MISMO's Intellectual Property: All Platform software, technology, trademarks, and proprietary information belong to MISMO. You receive no right, title, or interest except the limited license to use the Merchant Portal as provided.

6.3 Prohibited Actions: You may not scrape, copy, reverse engineer, or misuse any MISMO intellectual property or data.

7. LIABILITY, INDEMNIFICATION, AND INSURANCE

7.1 Limitation of MISMO's Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, MISMO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING FROM THIS AGREEMENT IS LIMITED TO THE TOTAL SERVICE FEES PAID BY YOU TO MISMO IN THE SIX (6) MONTHS PRECEDING THE EVENT. MISMO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

7.2 Merchant's Liability: You are solely and fully liable for all losses, damages, injuries, illnesses, or legal claims arising from your products, preparation, packaging, or any breach of this Agreement.

7.3 Indemnification: You agree to defend, indemnify, and hold harmless MISMO, its affiliates, directors, officers, and employees from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from: (a) your products/services; (b) your breach of this Agreement; (c) your violation of any law; (d) your negligence or willful misconduct; (e) any dispute with a Customer or Rider.

7.4 Insurance: You are strongly advised to maintain, at your own expense, comprehensive general liability insurance, product liability insurance, and any other insurance required by law for your business operations. You must provide proof of insurance upon MISMO's request.

8. DATA PRIVACY AND SECURITY

8.1 Compliance with DPA: Both parties agree to comply with the Data Privacy Act of 2012 (RA 10173). You are a separate Personal Information Controller for the Customer data you receive (name, address, phone number) for order fulfillment.

8.2 Data Use & Protection: You may use Customer data only for the specific purpose of fulfilling the order for which it was provided. You must not store, sell, share, or use it for marketing without separate, explicit consent. You must implement appropriate technical and organizational security measures to protect this data.

8.3 Data Breach Notification: In the event of a data breach involving Customer information in your possession, you must notify MISMO's Data Protection Officer immediately and cooperate fully in mitigating the breach and notifying affected individuals and the National Privacy Commission as required by law.

9. TERM, SUSPENSION, AND TERMINATION

9.1 Term: This Agreement begins upon Merchant Account activation and continues until terminated.

9.2 Termination for Convenience: Either party may terminate with thirty (30) days written notice.

9.3 Termination for Cause by MISMO: MISMO may immediately suspend your account or terminate this Agreement for cause, including but not limited to: (a) material breach; (b) fraudulent activity; (c) threats to health/safety; (d) loss of required licenses; (e) actions damaging to MISMO's reputation; (f) consistent failure to meet performance metrics (e.g., high cancellation rate, poor customer ratings).

9.4 Effects of Termination: Upon termination, MISMO will pay out final Net Earnings (minus valid deductions). You must immediately cease using the Platform and Merchant Portal. Sections on Liability, Indemnification, Intellectual Property, Confidentiality, and Data Privacy shall survive termination.

10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 Governing Law: This Agreement is governed by the laws of the Republic of the Philippines, without regard to conflict of law principles.

10.2 Mandatory Negotiation: Parties agree to attempt to resolve disputes amicably through good-faith negotiation for at least fifteen (15) days.

10.3 Arbitration: Failing negotiation, the dispute shall be settled by binding arbitration in Tacloban City, in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (PDRCI). The arbitration award shall be final and binding.

10.4 Injunctive Relief: Notwithstanding arbitration, MISMO may seek injunctive relief in court to prevent irreparable harm, such as breaches of intellectual property or data security.

11. MISCELLANEOUS PROVISIONS

11.1 Force Majeure: Neither party is liable for failure due to causes beyond reasonable control (e.g., natural disasters, war, government actions, pandemics, major Platform outages not caused by negligence).

11.2 Assignment: You may not assign this Agreement without MISMO's prior written consent. MISMO may assign this Agreement to an affiliate or successor.

11.3 Notices: Notices to you will be sent via email to your registered account or through the Merchant Portal. Notices to MISMO must be sent via registered mail to its official address.

11.4 Severability: If any provision is found invalid, the remaining provisions remain in full force.

11.5 Waiver: Failure to enforce a right is not a waiver of that right or any other.

12. MERCHANT SUPPORT AND CONTACTS

For Operational Support:

Email: [merchant-support@mismo.ph]

Portal: Help Center within Merchant Dashboard

Hotline: [Insert Dedicated Merchant Hotline]

For Legal & Compliance Notices:

MISMO PH Digital Solutions OPC

Tacloban City Leyte, Philippines

Attn: Legal Department

Email: [legal@mismo.ph]

13. DEFINITIONS

• Gross Transaction Value: Total amount paid by Customer for an order.

• Merchant Portal: The web-based dashboard provided by MISMO for order management.

• Net Earnings: Gross Transaction Value minus all applicable fees, commissions, and deductions.

• Platform: The MISMO mobile application, website, and all related technology systems.

• Rider: The independent third-party contractor providing delivery/logistics services.

BY CLICKING "I AGREE," YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND UNCONDITIONALLY ACCEPT THIS LEGALLY BINDING AGREEMENT.