Merchant Agreement

1. Merchant Relationship

By accepting this agreement, you acknowledge and agree that:

• You are an independent business, not an employee or agent of Dimi
• You are solely responsible for the products and services you offer
• You must maintain all required business licences, permits, and registrations
• You are responsible for compliance with all applicable local, national, and international laws
• Dimi provides a marketplace platform and is not a party to transactions between you and customers
• You may register and operate up to 5 separate businesses per account; each business must be distinct (Dimi does not permit duplicate businesses with the same name and type on one account)

2. Platform Fee Schedule

The following fees apply to transactions processed through Dimi:

• Dimi Pay (QR): 0% — no platform fee
• MTN/M-Pesa Payments: 0% — no customer service fee
• Visa/Mastercard Payments: 0% — no customer service fee
• Card Payments (Online Checkout): 2.95% + $0.35 total (Stripe 2.9% + $0.30 + Dimi markup 0.05% + $0.05)
• Card Payments (In-Person / POS): 2.75% + $0.10 total (Stripe 2.7% + $0.05 + Dimi markup 0.05% + $0.05)
• Mobile Money Payments: 2.0% platform fee
• Cash Sales: 0% — no fees on physical cash transactions
• Delivery fees: 20% platform fee on the customer's delivery fee, whether a Dimi courier or your own driver delivers; the remainder is paid to the courier, or to you when you deliver
• Fee rates are subject to change with 30 days' notice

3. Payment Processing & Settlement

Payment processing terms:

• Payments are processed by Stripe and mobile money providers
• Settlements are processed according to your configured payment method
• Dimi deducts applicable platform fees before settlement
• You are responsible for any chargebacks or payment disputes initiated by customers
• Dimi may hold funds temporarily in cases of suspected fraud

4. Order Fulfillment Obligations

As a merchant on the Dimi platform, you agree to:

• Fulfil orders accurately and in a timely manner
• Maintain accurate product listings, pricing, and availability
• Set realistic preparation and delivery times
• Notify customers promptly of any delays or issues
• Package products safely and appropriately for delivery
• Maintain food safety and hygiene standards where applicable

5. Refund & Dispute Handling

Regarding refunds and disputes:

• You are responsible for the quality of your products and services
• You must handle customer complaints and refund requests fairly and promptly
• If a refund is required due to your error, the refund amount will be deducted from your balance
• Dimi may facilitate dispute resolution between you and customers
• Repeated refund issues may result in account review or suspension

6. Prohibited Items & Conduct

The following are prohibited on the Dimi platform:

• Illegal goods, controlled substances, or stolen property
• Counterfeit or fraudulent products
• Weapons, explosives, or hazardous materials
• Products that infringe intellectual property rights
• Misleading product descriptions or deceptive pricing
• Price gouging or unfair business practices
• Harassment or discrimination against customers or other users

7. Account Suspension & Termination

Regarding your account status:

• Dimi may suspend or terminate your account for violations of this agreement
• Grounds for suspension include fraud, prohibited items, repeated complaints, or policy violations
• You may close your account at any time through app settings
• Upon termination, pending settlements will be processed within 14 business days
• Dimi reserves the right to withhold funds in cases of unresolved disputes or fraud

8. Data & Privacy Obligations

As a merchant handling customer data, you agree to:

• Collect only the minimum customer data necessary to fulfil orders
• Never sell, share, or misuse customer personal information obtained through the platform
• Comply with all applicable data protection laws including GDPR, CCPA, and local regulations
• Immediately notify Dimi of any data breach affecting customer information
• Delete customer data upon request or when no longer needed for order fulfilment
• Not contact customers outside the Dimi platform for marketing purposes without their explicit consent
• Maintain secure storage and handling of any customer data in your possession

9. Tax Responsibilities

Regarding taxes and financial obligations:

• You are solely responsible for determining and paying all applicable taxes on your income
• Dimi does not withhold taxes on your behalf unless required by law
• You must maintain accurate financial records of all transactions on the platform
• You are responsible for collecting and remitting sales tax, VAT, or GST where applicable
• Dimi may provide transaction reports to assist with your tax filings
• Dimi may be required to report your earnings to tax authorities as mandated by law
• You must provide accurate tax identification information when requested

10. Indemnification & Liability

Regarding liability and indemnification:

• You agree to indemnify and hold Dimi harmless from any claims, damages, losses, or expenses arising from your use of the platform
• This includes claims from customers related to product quality, safety, accuracy of listings, or fulfilment failures
• You are solely liable for any injury, illness, property damage, or loss caused by your products or services
• Dimi is not liable for any indirect, incidental, or consequential damages arising from your merchant activities
• Dimi's total liability to you shall not exceed the fees collected from your account in the preceding 12 months
• You must maintain adequate insurance coverage for your business operations where required by law
• You agree to cooperate with Dimi in the defence of any claim related to your products or services

11. Intellectual Property & Branding

Regarding intellectual property rights:

• You grant Dimi a non-exclusive, royalty-free licence to display your business name, logo, product images, and descriptions on the platform
• This licence is for promoting and facilitating sales through the Dimi marketplace and for the marketing described below
• You agree that Dimi may feature your business name, logo, products, menu items, prices and photos in Dimi's own marketing, including Spotlight, Dimi's social media accounts, WhatsApp channels, newsletters and advertising, in any language, to promote your business and the Dimi platform
• Dimi may edit images and text for format and translation but will not alter your prices
• You may ask Dimi to stop featuring your business at any time from your business settings, and Dimi will stop within a reasonable time
• You represent that you own or have the right to use all content you upload to the platform
• You must not use Dimi's name, logo, or branding without prior written permission
• Dimi reserves the right to remove any content that infringes on third-party intellectual property rights
• Product photos and descriptions must accurately represent the items being sold

12. Confidentiality

Both parties agree to the following confidentiality terms:

• You must keep confidential any non-public information about Dimi's platform, technology, or business practices
• Platform analytics, fee structures, and internal communications are considered confidential
• This obligation survives termination of this agreement
• Disclosure is permitted only when required by law or with prior written consent

13. Modifications to Agreement

Regarding changes to this agreement:

• Dimi reserves the right to modify this agreement at any time
• You will be notified of material changes at least 30 days in advance via email or in-app notification
• Continued use of the platform after the effective date of changes constitutes acceptance
• If you do not agree to the modified terms, you may terminate your account before the changes take effect
• Fee schedule changes will be communicated with at least 30 days' notice

14. Force Majeure & Service Availability

Regarding events beyond reasonable control:

• Neither party shall be liable for failure to perform obligations due to events beyond reasonable control
• This includes natural disasters, war, government actions, pandemics, internet outages, or power failures
• Dimi does not guarantee uninterrupted access to the platform and is not liable for downtime
• Dimi will make reasonable efforts to restore service and notify merchants of significant outages
• Scheduled maintenance windows will be communicated in advance when possible

15. Governing Law & Dispute Resolution

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. However, if you operate outside the United States, the mandatory business, consumer-protection, tax, and data-protection laws of your country of operation apply to the extent they cannot be waived by agreement, and those mandatory provisions prevail over any conflicting term in this agreement. Any disputes shall first be addressed through Dimi support, and the parties will attempt in good faith to resolve them informally within 30 days. If unresolved, disputes shall be submitted to binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or, where mandatory local law requires, before the courts or a recognized arbitration body of your country of operation. The arbitration shall take place in Delaware, United States, or remotely at the election of either party, except where local law requires a local forum. Arbitration is conducted on an individual basis only; class or representative actions are not permitted except where such a waiver is prohibited by law. Each party bears its own costs unless the arbitrator determines otherwise. Nothing in this section prevents either party from bringing an individual claim in a small-claims court or seeking injunctive relief in a court of competent jurisdiction for matters requiring immediate equitable relief.

16. Home-Based Food Business Disclaimer

If you register as a Home Kitchen / Shop and prepare food from your residence:

• You are solely responsible for food safety, hygiene, allergen disclosure, and compliance with all local cottage food and home occupation laws
• Dimi does not inspect, certify, license, or guarantee the safety of food prepared in home kitchens
• You must clearly disclose to customers that food is prepared in a home kitchen, not a commercial facility
• You agree to indemnify and hold Dimi harmless from any claims, illness, injury, allergic reaction, or damages arising from food you prepare or sell
• You are responsible for obtaining any required permits, food handler certifications, or cottage food licenses in your jurisdiction
• Dimi reserves the right to suspend or remove home kitchen listings that receive food safety complaints