1. About These Terms

1.1 Agreement

These Terms and Conditions, together with the Smartie Policies and any applicable Schedules (collectively, the Agreement) form a legally binding contract between you and Smartie Group Limited (Smartie, we, us).

By creating an account, accessing the Platform, or using any Service, you agree to be bound by this Agreement. If you do not agree, do not access or use the Platform.

1.2 Changes

Smartie may amend this Agreement from time to time. Unless a change is required immediately for legal, security, fraud, or regulatory reasons, Smartie will provide reasonable notice through the Platform, email, or website.

Your continued use after the effective date constitutes acceptance.

1.3 Marketplace + Payments Platform Role

Smartie is a financial technology platform that enables Users to discover, book, pay for, and receive goods and services offered by Partners and other third parties.

Unless Smartie expressly states otherwise for a specific Service:

• Smartie is not the seller, merchant of record, transporter, tour operator, or food provider;
• Partners are independent third parties and are solely responsible for the goods/services they supply;
• Smartie does not control Partner operations and is not liable for Partner acts/omissions.

2. Definitions

In these Terms and Conditions the following words shall have the meanings ascribed below:

2.1 "Super App" means the relevant mobile application(s) made available for download by Smartie to Users and Partners respectively;

2.2 "User" means any end-user who accesses or uses the Platform to search for and obtain the Solutions including Smartie Pay Merchants;

2.3 "User Charges" means charges incurred by Users for the solutions obtained through the use of the Service/s including any applicable tolls taxes and any other fees or charges that may be due for a particular use of the Service/s or Solution/s;

2.4 "Smartie" "we" or "us" means:

2.4.1 Smartie Pay, Smartie Tours, Smartie Ride, Smartie Food and any other Smart "Service or Product" released;

2.4.2 any relevant subsidiary affiliate associated company or entity owned or controlled by Smartie Group Limited.

2.5 "Smartie Policies" means the following:

2.5.1 the Privacy Policy;

2.5.2 all other forms policies notices guidelines frequently asked questions (FAQs) in-app or website product/service descriptions and information cards or agreements provided to or entered into by you from time to time;

2.6 "Partner" means the independent third parties (who are not Smartie) who provide the relevant Solutions to Users through the Service/s including (a) driver-partners delivery-partners (b) our merchant-partners and (c) any other relevant goods and services providers;

2.7 "Personal Data" is any information which can be used to identify you or from which you are identifiable. This includes but is not limited to your name nationality telephone number bank and credit card details personal interests residential address email address your image government-issued identification numbers biometric data race date of birth marital status religion health information vehicle and insurance information etc;

2.8 "Platform" means the Smartie Super App Software and any other platform portal or website which Smartie owns operates or otherwise makes available to Users and/or Partners for the purposes of or in connection with the Service/s and/or Solution/s provided;

2.9 "Platform Content" means any content as made available on the Platform or any part thereof;

2.10 "Privacy Policy" means our Privacy Policy accessible at: https://www.Smartie.com/privacy-policy/ as amended from time to time;

2.11 "Rectification Measure" means any corrective actions taken by Smartie including but not limited to correcting errors, updating information, or cancelling orders to ensure compliance with Smartie Policies and applicable law.

2.12 "Service" means the linking of Users to Partners or other Users to facilitate the Solutions;

2.13 "Software" means any software in connection with the Smartie Super App Service and/or Solutions which is made available by Smartie;

2.14 "Solutions" means the payment transactions transportation logistics food and beverage groceries and/or any other products and services which are made available to Users through the following offerings:

2.14.1 Smartie Pay;

2.14.2 Smartie Fuel;

2.14.3 Smartie Tours;

2.14.4 Smartie Food;

2.14.5 Smartie Ride;

2.14.6 Smartie Kids;

2.14.7 Any such other offerings which Smartie may make available from time to time;

2.15 "you" refers to the Partner and/or User as may be applicable.

2.16 Schedules include the Smartie Platform Fees & Charges Schedule, Cancellation & Refund Schedule, and any product-specific schedules published in-app or on the website. Schedules form part of this Agreement. If there is a conflict, the relevant Schedule prevails for pricing/fees/refunds/cancellation.

2.17 Wallet means any stored-value balance, ledger balance, credits, or other account balance shown in the Platform (including Smartie Pay Wallet, Driver Cash Balance, Driver Credit Balance, Merchant settlement balances).

3. Eligibility, Accounts, and Acceptable Use

3.1 Eligibility

You must be at least 18 and have legal capacity.

3.2 Account Security

You are responsible for all activity on your account, including any unauthorized activity that occurs due to your failure to protect credentials. Notify Smartie immediately if you suspect a compromise.

3.3 Information Accuracy + Verification

You must provide accurate, current information. Smartie may require identity verification and supporting documents at any time (including for AML/CFT, fraud prevention, and regulatory purposes). Smartie may restrict, suspend, or terminate access if information is inaccurate, incomplete, or cannot be verified.

3.4 Prohibited Conduct

You must not:

• use the Platform for unlawful activity, fraud, money laundering, sanctions evasion, or prohibited transactions;
• attempt to reverse engineer, scrape, overload, or interfere with the Platform;
• harass, threaten, or misuse Partner/User data;
• bypass Platform workflows to avoid fees/commissions ("off-platforming").

3.5 Contact Upload / Address Book

Smartie will not access your contact list unless you explicitly opt in (for example, using an "Invite Contacts" feature). If you opt in, you confirm you have authority to share the relevant contact details for that limited purpose. You can disable contact access at any time.

4. Platform Availability

The Platform is provided on an "as available" basis. Smartie does not guarantee uninterrupted or error-free operation, or compatibility with all devices.

5. Licence

Smartie grants you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for its intended purpose. All rights not expressly granted are reserved.

6. Payments, Wallets, Holds, and Chargebacks

6.1 Payment Processing Role

Smartie may facilitate payment collection, settlement, and disbursement between Users and Partners, including acting as a collection agent for Partners where applicable. Smartie's role may be administrative/mechanical only unless otherwise stated.

6.2 User Payments

Users must pay all applicable charges at checkout. Payment methods may include wallet, card, bank transfer, cash, or other methods shown in-app.

Important: "Non-refundable and irrevocable" applies subject to:

• the Cancellation & Refund Schedule,
• chargeback/card scheme rules,
• consumer protection laws that cannot be excluded,
• Smartie's fraud/regulatory obligations.

6.3 Wallet Terms

Smartie may maintain wallet balances as ledger entries. Wallet balances:

• may be frozen, withheld, or restricted to comply with law, FSC/FIU directions, AML/CFT obligations, fraud investigations, chargebacks, disputes, or security risk;
• may be adjusted to correct errors, duplicates, mistaken payments, or unauthorized transactions where permitted by law and Schedules;
• do not earn interest unless explicitly stated.

Smartie may impose limits (min/max balances, velocity limits, withdrawal limits) and may change these limits for risk and compliance reasons.

6.4 Chargebacks, Reversals, and Disputes (Critical)

If a cardholder initiates a chargeback or payment dispute, Smartie may:

• place a hold on related wallet/settlement balances,
• delay settlement,
• reverse payments,
• recover chargeback amounts and associated fees via set-off.

Allocation:

• If a dispute relates to Partner fulfilment (non-delivery, quality, "not as described," service failure), the Partner is responsible for the chargeback amount and fees.
• If the dispute relates to Smartie system error (duplicate charge, processing fault) and is verified, Smartie may bear responsibility to the extent required by law and subject to liability caps.
• If a dispute is due to User fraud/misuse, Smartie may recover associated losses and fees from the User where lawful.

6.5 Set-Off and Recovery

Smartie may recover any amounts owed to Smartie (including refunds, reversals, chargebacks, penalties, fees, device repayments, and damages) by:

• deducting from wallet balances,
• deducting from future settlements/earnings,
• creating a negative balance payable immediately.

6.6 Partner/Driver Earnings Balances

Smartie may administer Driver and Partner payouts via wallet/ledger balances. Smartie may apply deductions as permitted under this Agreement and Schedules.

7. Refunds, Disputes & Chargebacks

7.1 Merchant & Partner Responsibility

Merchants and Partners are solely responsible for:

• Product quality
• Preparation and packaging
• Accuracy of items and pricing
• Service delivery and fulfilment
• Compliance with applicable health, safety, transport, and consumer laws

Complaints relating to product quality, incorrect or missing items, service dissatisfaction, or fulfilment failures must first be raised with the relevant Merchant or Partner through the Platform.

Unless expressly stated otherwise, Smartie acts solely as a technology and payment facilitation platform and is not the supplier of goods or services.

7.2 Platform-Related Issues

Where a dispute relates directly to a verified Platform issue, including:

• Duplicate charges
• Confirmed payment processing errors
• Technical malfunction of Smartie's systems affecting order routing or payment execution
• Confirmed non-delivery caused solely by a verified Smartie system failure (excluding Partner operational failure)
• Fraudulent or unauthorised transactions

Smartie may investigate and, at its sole discretion, issue:

• A refund
• A reversal
• A partial refund
• A platform credit

Smartie reserves the right to determine the appropriate resolution based on available evidence and system records.

7.3 Chargebacks & Payment Disputes

Where a payment provider, card issuer, or financial institution initiates a chargeback or payment dispute:

1. Smartie may immediately place a hold on related settlement or wallet balances.
2. Smartie may reverse or recover the disputed amount and any associated chargeback or administrative fees.
3. Where the dispute relates to Merchant or Partner fulfilment (including non-delivery, "not as described," quality issues, service dissatisfaction, or fulfilment failure), the Merchant or Partner shall bear full financial responsibility.
4. Where the dispute relates to a verified Smartie system processing error, Smartie will investigate and allocate responsibility accordingly.
5. Smartie's system records, including transaction logs, timestamps, delivery confirmations, GPS records, and communications, may be relied upon as evidence in resolving disputes.

7.4 Regulatory & Compliance Override

Notwithstanding any other provision of this Agreement, Smartie may delay, suspend, reverse, restrict, or withhold transactions, settlements, refunds, or wallet balances where required to:

• Comply with applicable laws or regulations
• Fulfil obligations under the Financial Transactions Reporting Act 2017
• Comply with AML/CFT requirements
• Respond to lawful requests from regulatory authorities
• Conduct fraud or suspicious activity investigations

Smartie may be legally restricted from disclosing certain information relating to such actions.

7.5 Evidence & Investigation

Smartie may require reasonable supporting evidence before issuing any refund or credit, including but not limited to:

• Photographic evidence
• Delivery confirmation records
• GPS logs
• Merchant confirmation
• Communication history
• Transaction records

Failure to provide requested evidence within a reasonable timeframe may result in denial of a claim.

7.6 Discretionary Resolution

Smartie may, at its sole discretion, facilitate goodwill refunds, credits, or adjustments to preserve customer experience, platform integrity, or commercial relationships.

Any such action:

• Does not constitute an admission of liability
• Does not establish precedent
• Does not waive Smartie's rights under this Agreement

7.7 Cost Recovery & Set-Off

Where a refund, reversal, credit, or compensation is issued due to Merchant or Partner error, breach, negligence, or fulfilment failure, Smartie reserves the right to recover the full amount, including any associated administrative or chargeback fees, by:

• Deduction from settlement balances
• Deduction from future payouts
• Adjustment of wallet balances
• Creation of a negative balance payable immediately

7.8 Timeframe for Claims

Users should notify Smartie of any issue within twenty-four (24) hours of the relevant Order or Ride.

Failure to notify within this timeframe may limit Smartie's ability to investigate and may result in denial of discretionary remedies.

Nothing in this clause limits any non-excludable rights under applicable consumer protection laws.

7.9 Abuse & Fraud

Smartie reserves the right to:

• Refuse refunds
• Reverse credits
• Suspend or terminate accounts
• Restrict access to Services
• Recover losses

where misuse, abuse, fraudulent conduct, repeated unjustified claims, or policy manipulation is suspected.

8. Smartie Food Delivery Policies

8.1 Delivery-Driver Compliance & Status

Delivery-Drivers are independent contractors (unless expressly stated otherwise in a written agreement with Smartie).

Each Delivery-Driver must:

• Hold all required licences, permits, registrations, and vehicle compliance (including warrant of fitness and valid insurance where required by law)
• Comply with all applicable transport, road, food handling, and safety laws
• Maintain appropriate food transport standards (including temperature control and secure packaging)
• Use the Platform in accordance with Smartie policies

Smartie may request evidence of compliance at any time and may suspend access for non-compliance.

8.2 Order Acceptance & Responsibility

Once a Delivery-Driver accepts an Order, the Delivery-Driver is responsible for:

• Collecting the correct Order from the Merchant
• Verifying customer name and order details via the Platform
• Delivering to the address provided in the Order
• Marking the Order as delivered only upon completion

Failure to follow Platform workflows may result in financial recovery, suspension, or termination.

8.3 Delivery Time Estimates

Delivery time estimates are indicative only.

Actual delivery times may vary due to:

• Traffic conditions
• Weather
• Merchant preparation delays
• High demand
• Road closures
• Network interruptions
• Customer availability

Estimated times do not constitute guaranteed delivery deadlines.

8.4 Contactless Delivery & Risk Transfer

Where contactless delivery is selected:

• The Delivery-Driver may leave the Order at the designated location
• A delivery confirmation (including timestamp, GPS record, and where available, delivery photo) may be recorded
• Risk of loss transfers to the User upon confirmed delivery at the specified location

Smartie is not responsible for theft, loss, or damage occurring after confirmed delivery, except where required by law.

8.5 Delivery Confirmation & Evidence

Smartie may rely on the following as evidence of delivery:

• GPS location logs
• Timestamp records
• In-app status changes
• Delivery confirmation photo (if available)
• Merchant pickup confirmation
• Communication records

These records may be used in dispute resolution and chargeback defence.

8.6 Delays & Failed Deliveries

If an Order is materially delayed or cannot be delivered:

Smartie may, at its sole discretion:

• Offer a partial refund
• Offer a platform credit
• Cancel and refund the Order
• Reassign the Order

Smartie will consider objective system data when determining responsibility.

Refunds are not automatic and are subject to the Refund & Dispute provisions in Section 7 and the applicable Schedule.

8.7 Driver Fault & Cost Recovery

Where Smartie determines, acting reasonably and based on system evidence, that a refund or credit is attributable to Delivery-Driver fault (including but not limited to failure to deliver, misdelivery, abandonment, or improper handling):

Smartie may recover:

• The refunded amount
• Associated administrative fees
• Chargeback fees (if applicable)

via deduction from:

• Settlement balances
• Driver wallet balances
• Future payouts

Smartie may create a negative balance payable immediately.

8.8 Merchant Packaging & Accuracy

Merchants are solely responsible for:

• Accurate preparation of items
• Secure and appropriate packaging
• Proper labelling of allergens
• Sealing of bags (where applicable)

Delivery-Drivers are not responsible for inspecting sealed packaging contents.

8.9 Customer Availability

Users must:

• Provide accurate delivery details
• Be available to receive the Order
• Respond to reasonable contact attempts

If a User is unavailable after reasonable attempts:

• The Order may be marked undeliverable
• No refund may be provided, except at Smartie's discretion

8.10 Food Safety & Liability

Smartie does not prepare or handle food.

Merchants remain solely responsible for:

• Food safety compliance
• Allergen disclosures
• Foodborne illness
• Preparation standards

Nothing in this clause limits any non-excludable consumer rights under applicable law.

9. Ratings, Safety, and Platform Enforcement

Smartie may monitor ratings and behaviour and may restrict/suspend accounts for safety, quality, fraud, or policy breaches. Smartie is not required to provide compensation for enforcement actions.

10. Complaints and Dispute Resolution

10.1 Partner-First Resolution

Where a complaint relates to Partner fulfilment, Users should first contact the Partner via the Platform.

10.2 Smartie Review (Limited Role)

Smartie may review disputes and issue credits/refunds at its discretion per the Schedule. Smartie may request evidence and rely on Platform records.

10.3 Platform Records as Evidence

Platform logs (timestamps, GPS, chat logs, delivery confirmations, transaction records) may be used as evidence to resolve disputes.

10.4 Good Faith + Mitigation

All parties must act in good faith and take reasonable steps to mitigate losses.

11. Taxes

Partners are responsible for all taxes arising from their earnings and supplies. Smartie may provide transaction records but does not provide tax advice.

12. Intellectual Property & Platform Content

12.1 Ownership of Platform

Smartie and its licensors own all right, title, and interest in and to:

• The Platform
• Software
• Source code
• Design
• Databases
• Workflows
• Algorithms
• Branding
• Trademarks
• Logos
• Trade names
• Platform Content

Nothing in this Agreement transfers ownership of any intellectual property rights to you.

12.2 Licence to Use the Platform

Smartie grants you a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform solely for its intended purpose in accordance with this Agreement.

This licence terminates automatically upon suspension or termination of your account.

12.3 User & Merchant Content Licence

By uploading, posting, or submitting any content to the Platform (including logos, menus, images, descriptions, pricing, reviews, marketing materials, and other content), you:

1. Represent and warrant that you own or are authorised to use such content.
2. Grant Smartie a worldwide, royalty-free, sublicensable, transferable licence to:
   • Host
   • Store
   • Reproduce
   • Display
   • Distribute
   • Modify (for formatting or technical purposes)
   • Use such content

for the purposes of:

• Operating the Platform
• Marketing and promotion of the Platform
• Improving Services
• Customer support
• Compliance and record-keeping

This licence continues for as long as the content remains on the Platform and for a reasonable archival period thereafter.

12.4 Merchant Brand Use

Merchants grant Smartie the right to:

• Display Merchant trade names, logos, and branding on the Platform
• Refer to the Merchant as a partner of Smartie
• Use Merchant branding in promotional materials relating to Smartie services

Smartie does not claim ownership of Merchant intellectual property.

12.5 Feedback

If you provide feedback, suggestions, or improvement ideas regarding the Platform or Services, you agree that:

• Smartie may use, implement, and commercialise such feedback without restriction;
• No compensation is payable.

12.6 IP Infringement Claims

If Smartie receives a complaint that content uploaded by you infringes third-party rights, Smartie may:

• Remove or disable access to the content
• Suspend the relevant account
• Require indemnification
• Terminate the account for repeat infringement

You agree to indemnify Smartie for any third-party claims arising from content you provide.

13. Taxes & Regulatory Responsibility

13.1 Merchant Tax Responsibility

Unless expressly stated otherwise in writing:

• Merchants are solely responsible for determining, charging, collecting, reporting, and remitting all applicable taxes relating to their goods and services.
• Smartie is not the merchant of record for Partner-supplied goods or services unless explicitly stated.

Smartie may provide transaction summaries for convenience but does not provide tax advice.

13.2 Smartie Fees

Merchant Service Fees and other Platform Fees are exclusive of applicable taxes unless stated otherwise in the Fees & Charges Schedule.

Where required by law, Smartie may add applicable taxes to its fees.

13.3 Withholding & Regulatory Deductions

Smartie may withhold or deduct amounts from settlements where:

• Required by law
• Required by regulatory authority
• Required to comply with AML/CFT or reporting obligations
• Required to recover overpayments or errors

Smartie will provide reasonable notice where permitted by law.

13.4 Cross-Border Transactions

If a transaction involves cross-border payments:

• The Merchant and/or User is responsible for any applicable foreign taxes, duties, or exchange-related costs.
• Smartie is not responsible for tax treatment in foreign jurisdictions.

13.5 No Agency for Tax Purposes

Nothing in this Agreement creates an agency relationship for tax purposes between Smartie and any Merchant.

Merchants remain independent suppliers responsible for their own tax compliance.

13.6 Regulatory Compliance

Smartie operates under applicable financial services and remittance regulations and may:

• Report transactions where required by law
• Request tax or identity documentation
• Restrict or suspend accounts pending compliance verification

Failure to provide required documentation may result in suspension or termination.

14. Confidentiality & Data Use Restrictions

14.1 Confidential Information

For the purposes of this Agreement, "Confidential Information" includes any non-public information relating to Smartie, the Platform, its Users, Merchants, Delivery-Drivers, operations, technology, pricing structures, commission models, analytics, system architecture, business strategies, marketing plans, transaction data, dispute records, and regulatory communications.

Confidential Information may be disclosed orally, in writing, electronically, visually, or by access to systems.

14.2 Obligation of Confidentiality

You agree to:

1. Keep all Confidential Information strictly confidential.
2. Use Confidential Information solely for the purpose of using the Platform in accordance with this Agreement.
3. Not disclose, reproduce, copy, publish, transmit, or exploit Confidential Information for any purpose outside this Agreement.
4. Implement reasonable safeguards to prevent unauthorised access, disclosure, or misuse.

You must not:

• Scrape, extract, compile, or build databases from Platform data.
• Use transaction or customer data to divert customers off-platform.
• Share pricing, commission structures, or system logic publicly.
• Disclose internal dispute or investigation outcomes.

14.3 User & Merchant Data Protection

Where you receive personal or transactional data relating to Users, Merchants, or Delivery-Drivers:

• You may use such data solely for fulfilling the specific transaction.
• You must not store such data beyond what is necessary.
• You must not use such data for independent marketing or solicitation.
• You must delete or anonymise such data once no longer required.

Any unauthorised use of Platform data constitutes a material breach.

14.4 Exclusions

Confidential Information does not include information that you can demonstrate:

1. Was already lawfully in your possession without restriction;
2. Becomes publicly available without breach of this Agreement;
3. Is lawfully received from a third party without confidentiality obligation;
4. Is required to be disclosed by law, regulation, or court order (provided you notify Smartie where legally permitted).

14.5 Compelled Disclosure

If you are required by law to disclose Confidential Information, you must:

• Provide prompt written notice to Smartie (unless legally prohibited);
• Disclose only the minimum amount legally required;
• Cooperate with Smartie in seeking protective measures.

14.6 Survival

Confidentiality obligations survive:

• Suspension
• Termination
• Account closure
• Expiry of this Agreement

for a period of seven (7) years, or indefinitely in respect of trade secrets and personal data.

14.7 Remedies

You acknowledge that unauthorised disclosure of Confidential Information may cause irreparable harm.

Smartie may seek:

• Injunctive relief
• Account suspension or termination
• Financial recovery
• Indemnification for losses

without prejudice to other remedies available at law.

15. Data Privacy & Personal Data Protection

15.1 Privacy Policy Incorporation

Smartie collects, uses, stores, and processes Personal Data in accordance with its Privacy Policy, which forms part of this Agreement.

By using the Platform, you acknowledge that you have read and understood the Privacy Policy.

15.2 Lawful Basis for Processing

Smartie may process Personal Data where necessary to:

• Provide and operate the Services
• Process payments and settlements
• Prevent fraud and misuse
• Comply with AML/CFT and regulatory obligations
• Verify identity (KYC)
• Enforce this Agreement
• Improve and develop the Platform
• Respond to lawful requests from authorities

Where required by law, Smartie relies on user consent, contractual necessity, legitimate interests, or legal obligation as applicable.

15.3 Data Sharing Within the Platform

Smartie may share Personal Data between:

• Users
• Merchants
• Delivery-Drivers
• Payment processors
• Regulatory authorities
• Service providers and infrastructure partners

only to the extent necessary to:

• Fulfil transactions
• Complete deliveries
• Process payments
• Prevent fraud
• Comply with law

Smartie does not sell Personal Data to third parties.

15.4 Smartie Food & Smartie Ride Data Sharing

When placing an Order or requesting a Ride, Users acknowledge and consent that Smartie may share relevant information including:

• Name
• Contact number
• Delivery or pickup address
• Order details
• Special instructions
• Transaction confirmation

with the assigned Merchant or Delivery-Driver solely for the purpose of fulfilment.

Delivery-Drivers and Merchants must not use such information for independent marketing, solicitation, or off-platform contact.

15.5 Location Data

To facilitate delivery, ride tracking, safety, fraud prevention, and operational integrity:

Smartie may collect and process:

• Real-time GPS location
• Device metadata
• Network information
• Timestamp records

Location data may be shared with assigned Partners for fulfilment.

Users may disable location services; however, this may prevent certain Services from functioning properly.

15.6 Data Retention

Smartie may retain Personal Data for as long as necessary to:

• Fulfil contractual obligations
• Comply with legal and regulatory requirements
• Meet AML/CFT record-keeping obligations
• Resolve disputes
• Enforce this Agreement
• Prevent fraud and abuse

Retention periods may extend beyond account closure where required by law.

15.7 Regulatory & AML Disclosure

Smartie may disclose Personal Data and transaction information where required to:

• Comply with the Financial Transactions Reporting Act 2017
• Satisfy AML/CFT obligations
• Respond to lawful requests from regulators, law enforcement, or courts
• Conduct suspicious transaction reporting

Smartie may be legally restricted from notifying you of such disclosures.

15.8 Cross-Border Processing

Personal Data may be processed or stored in jurisdictions outside the Cook Islands, including through cloud service providers.

By using the Platform, you consent to such cross-border processing, subject to appropriate safeguards.

15.9 Data Security

Smartie implements reasonable technical and organisational security measures designed to protect Personal Data.

However, no system can guarantee absolute security. To the extent permitted by law, Smartie shall not be liable for unauthorised access, data loss, or breach resulting from factors beyond its reasonable control.

15.10 Partner Data Obligations

Where Merchants or Delivery-Drivers receive Personal Data through the Platform, they must:

• Use the data solely for transaction fulfilment
• Implement reasonable safeguards
• Not retain data beyond what is necessary
• Not sell, disclose, or exploit data
• Delete or anonymise data once no longer required

Breach of this clause constitutes material breach and may result in suspension or termination.

15.11 Analytics & Aggregated Data

Smartie may compile, use, and disclose anonymised or aggregated data derived from Platform activity for:

• Analytics
• Reporting
• Operational improvements
• Commercial insights
• Marketing statistics

Such data will not identify individuals.

15.12 Survival

Data protection and confidentiality obligations survive termination of this Agreement.

16. Third Party Services & Interactions

16.1 Independent Third Parties

The Platform may enable you to interact, contract, or transact with third parties, including but not limited to:

• Merchants
• Delivery-Drivers
• Ride Partners
• Tour Operators
• Payment processors
• Infrastructure providers
• Advertising partners

All such third parties are independent entities and are not employees, agents, joint venturers, or representatives of Smartie unless expressly stated in writing.

Any communication, agreement, transaction, or dispute between you and a third party is solely between you and that third party.

Smartie is not a party to such agreements and disclaims any responsibility or liability arising from them, except to the extent expressly stated in this Agreement or required by law.

16.2 No Endorsement

The appearance of any third party, product, service, advertisement, listing, or content on the Platform does not constitute:

• An endorsement
• A guarantee
• A verification of quality
• A certification of legality

Smartie does not guarantee the accuracy, completeness, reliability, or legality of third-party content.

16.3 Third-Party Terms

Certain third-party services integrated into the Platform may require you to agree to separate terms and privacy policies, including payment processors, mapping services, and booking systems.

You acknowledge that:

• Smartie is not responsible for such third-party terms.
• Your use of third-party services is subject to those separate agreements.
• Smartie is not liable for third-party service interruptions, errors, or failures.

16.4 Payment & Infrastructure Providers

Smartie may rely on third-party providers for:

• Payment processing
• Card acquiring
• Wallet infrastructure
• Cloud hosting
• SMS or telecommunications
• Mapping services
• Identity verification

Smartie is not liable for:

• Delays or failures caused by such providers
• Outages beyond Smartie's reasonable control
• Actions taken by financial institutions in accordance with their own policies

16.5 User Responsibility in Third-Party Interactions

You agree that it is your responsibility to:

• Conduct appropriate due diligence
• Verify goods or services before relying upon them
• Take reasonable precautions when interacting with third parties

Smartie is not liable for any loss arising from:

• Off-platform communication
• Side agreements
• Direct payments outside the Platform
• Independent arrangements made outside the Platform workflow

16.6 Aggregated & Anonymous Data

Smartie may compile and use anonymised or aggregated data derived from Platform activity for analytics, reporting, and business development purposes.

Such data will not identify individual Users or Merchants.

16.7 External Links

The Platform may contain links to external websites or resources ("Third Party Links").

Smartie:

• Does not control such websites
• Is not responsible for their content
• Does not guarantee their accuracy
• Is not liable for any damages arising from accessing them

Accessing Third Party Links is at your own risk.

16.8 Mapping & Geolocation Services

The Platform may use third-party mapping services (including Google Maps).

By using location-based features, you agree to comply with applicable third-party mapping service terms.

Smartie is not liable for:

• Inaccurate mapping data
• Routing errors
• Location inaccuracies
• Mapping service interruptions

16.9 No Off-Platform Circumvention

Users and Merchants must not:

• Circumvent the Platform to avoid applicable fees
• Solicit off-platform transactions using contact details obtained via the Platform
• Use Platform data to divert customers

Such conduct constitutes material breach and may result in suspension or termination.

16.10 No Implied Agency

Nothing in this Agreement creates:

• A partnership
• A joint venture
• An agency relationship
• A fiduciary relationship

between Smartie and any third party unless expressly agreed in writing.

17. Indemnification

17.1 User Indemnity

You agree to indemnify, defend, and hold harmless Smartie, its affiliates, directors, officers, employees, agents, and service providers from and against any and all claims, losses, damages, liabilities, fines, penalties, regulatory actions, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. Your breach of this Agreement;
2. Your misuse of the Platform or Services;
3. Your violation of any applicable law or regulation;
4. Your violation of any third-party rights, including intellectual property, privacy, or data protection rights;
5. Fraudulent, negligent, or unlawful conduct by you;
6. Any content you upload or submit;
7. Off-platform transactions or arrangements made outside Smartie's workflow.

17.2 Merchant & Partner Indemnity

If you are a Merchant, Delivery-Driver, Ride Partner, or other Partner, you further agree to indemnify, defend, and hold harmless Smartie and its affiliates from any and all claims, losses, damages, liabilities, fines, penalties, regulatory investigations, and expenses arising from or relating to:

1. Product quality defects;
2. Foodborne illness, allergen exposure, contamination, or improper labelling;
3. Delivery negligence or misdelivery;
4. Personal injury, property damage, or death arising from your goods or services;
5. Breach of health, safety, transport, licensing, or consumer laws;
6. Employment-related claims by your staff or contractors;
7. Tax non-compliance;
8. Chargebacks arising from fulfilment disputes;
9. Misuse of User data;
10. Intellectual property infringement in content you upload.

This indemnity applies whether claims are brought by Users, third parties, regulators, or authorities.

17.3 Cooperation

You agree to cooperate in good faith with Smartie in defending any claim subject to indemnification.

Smartie reserves the right to assume control of the defence or settlement of any claim, and you agree not to settle any claim without Smartie's prior written consent where such settlement affects Smartie.

17.4 Survival

Indemnification obligations survive suspension, termination, and expiration of this Agreement.

18. Disclaimer of Warranties

18.1 "As Is" and "As Available"

The Platform, Services, Software, Super App, and all related features are provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, Smartie makes no representations, warranties, or guarantees, express or implied, regarding:

• Reliability
• Timeliness
• Availability
• Accuracy
• Security
• Suitability
• Performance
• Compatibility
• Completeness

of the Platform or Services.

18.2 No Guarantee of Continuous Operation

Smartie does not warrant that:

(a) The Platform will be uninterrupted, secure, error-free, or free from viruses or harmful components;

(b) The Services will operate in combination with any specific hardware, software, network, or system;

(c) Data stored on the Platform will always be accurate, complete, or preserved without loss;

(d) The Platform will meet your specific business, operational, or personal requirements;

(e) Any errors will be corrected within a specific timeframe.

Temporary interruptions may occur due to maintenance, upgrades, security measures, third-party failures, or circumstances beyond Smartie's control.

18.3 Third-Party Services & Marketplace Model

Smartie does not prepare, manufacture, supply, deliver, operate, or control goods or services offered by Partners unless expressly stated.

Smartie makes no representation or warranty regarding:

• Product quality
• Food safety
• Ride safety
• Service standards
• Partner compliance
• Merchant pricing accuracy

All goods and services provided by Partners are at your own risk.

18.4 Financial & Payment Processing Disclaimer

Where Smartie facilitates payments or acts as collection agent:

• Smartie's role is administrative and mechanical in nature;
• Smartie does not guarantee that payments will be processed without delay or interruption;
• Smartie does not guarantee recovery of funds in the event of mistaken transfer or fraud;
• Smartie does not assume fiduciary duties unless expressly stated in writing.

18.5 Data & Cybersecurity Disclaimer

While Smartie implements reasonable technical and organisational safeguards, no digital system is immune from security risks.

To the maximum extent permitted by law, Smartie does not guarantee that:

• The Platform is immune from cyberattack;
• Unauthorised access will never occur;
• Data loss will never occur.

18.6 No Professional Advice

Information made available through the Platform does not constitute legal, financial, tax, medical, or professional advice.

You are solely responsible for seeking independent advice where required.

18.7 No Implied Warranties

To the fullest extent permitted by law, all implied warranties, conditions, and representations — including but not limited to merchantability, fitness for a particular purpose, non-infringement, and satisfactory quality — are excluded.

Nothing in this section excludes any non-excludable statutory rights under applicable law.

19. Internet & Infrastructure Limitations

19.1 Inherent Technical Limitations

The Platform, Services, Super App, and Software rely on:

• Internet connectivity
• Telecommunications networks
• Mobile devices
• Third-party infrastructure
• Cloud hosting services
• Payment processors
• Mapping services
• External APIs

Such systems are inherently subject to limitations, delays, interruptions, inaccuracies, and other technical issues beyond Smartie's reasonable control.

19.2 No Liability for Network or Device Failures

Smartie is not responsible for any delays, delivery failures, transaction failures, routing errors, or damages arising from:

• Internet outages
• Telecommunications disruptions
• Mobile carrier issues
• Device malfunction or incompatibility
• GPS inaccuracies
• Power failures
• Network congestion
• User device settings (including disabled permissions)
• Third-party infrastructure failure

19.3 Third-Party Service Interruptions

Smartie shall not be liable for interruptions, errors, or failures caused by:

• Payment gateways
• Card networks
• Banks
• Cloud service providers
• Mapping services
• SMS providers
• Identity verification providers
• Regulatory system interruptions

19.4 Transaction Timing & Delivery Estimates

Transaction timestamps, delivery times, and ride arrival estimates are based on system data and third-party infrastructure and are indicative only.

Smartie does not guarantee real-time accuracy or precision of such data.

19.5 Data Transmission Risk

You acknowledge that transmission of data over the Internet and mobile networks is not completely secure.

Smartie shall not be responsible for:

• Interception
• Data corruption
• Packet loss
• Transmission delays
• Incomplete transmission

to the extent such issues are outside Smartie's reasonable control.

19.6 Regulatory or Security Interruptions

Smartie may suspend or delay transactions or access to Services for:

• Security investigations
• Fraud prevention
• AML/CFT compliance
• Regulatory directives
• System maintenance

Such interruptions shall not constitute breach of this Agreement.

19.7 No Compensation for Technical Interruptions

To the maximum extent permitted by law, Smartie shall not be liable for loss, damage, or inconvenience arising from technical limitations described in this section.

Nothing in this clause limits any non-excludable rights under applicable law.

21. Limitation of Liability

21.1 No Consequential Damages

To the maximum extent permitted by law, Smartie shall not be liable for:

• Indirect, incidental, special, punitive, or consequential damages;
• Loss of profits;
• Loss of business;
• Loss of goodwill;
• Loss of data;
• Business interruption;
• Opportunity loss;

even if Smartie has been advised of the possibility of such damages.

21.2 Liability Cap

To the maximum extent permitted by law, Smartie's total aggregate liability arising out of or relating to any claim shall not exceed:

(a) The total Platform fees paid to Smartie in the three (3) months preceding the event giving rise to the claim; or

(b) The total amount paid for the specific transaction giving rise to the claim,

whichever is greater.

21.3 Third Party Services

Smartie is not liable for:

• Acts or omissions of Merchants or Partners;
• Third-party payment processor failures;
• Infrastructure outages;
• Telecommunications failures;
• Mapping inaccuracies;
• Third-party API failures.

21.4 Food, Ride & Delivery Risks

Users acknowledge that goods and services provided by third parties may involve inherent risks.

Smartie does not control or supervise fulfilment and shall not be liable for:

• Personal injury;
• Food-related illness;
• Transport incidents;
• Property damage;

except to the extent required by law.

21.5 Data & Security

While Smartie implements reasonable security safeguards, no system is fully secure.

To the extent permitted by law, Smartie shall not be liable for unauthorised access, cyberattack, or data breach caused by factors beyond its reasonable control.

21.6 Regulatory Carve-Out

Nothing in this Agreement excludes or limits liability where such exclusion is prohibited by law.

22. Notices

22.1 Electronic Notices

Smartie may provide notices, disclosures, updates, and communications by:

• In-app notification
• Email to the address registered on your account
• SMS (where applicable)
• Website posting
• Push notification
• Registered or courier mail

Electronic communications satisfy any legal requirement that communications be in writing.

22.2 Deemed Delivery

Unless otherwise required by law:

• Email or in-app notices are deemed received one (1) hour after sending;
• SMS is deemed received upon successful transmission;
• Website notices are deemed received twenty-four (24) hours after posting;
• Registered or courier mail is deemed received forty-eight (48) hours after dispatch.

It is your responsibility to maintain current contact details and monitor your account communications.

22.3 Notices to Smartie

Notices to Smartie must be sent by registered mail or courier to the official contact address listed on the Platform, unless Smartie designates an alternative electronic channel.

Notice is effective upon confirmed receipt.

23. Assignment

23.1 Assignment by You

You may not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without Smartie's prior written consent.

Any attempted assignment in violation of this clause is void.

23.2 Assignment by Smartie

Smartie may assign, transfer, novate, or subcontract its rights and obligations under this Agreement:

• To an affiliate
• In connection with merger, acquisition, restructuring, or asset sale
• For financing or security purposes

without your consent.

24. Governing Law & Jurisdiction

24.1 Governing Law

This Agreement shall be governed by the laws of the Cook Islands, without regard to conflict-of-law principles.

24.2 Jurisdiction

Subject to any mandatory consumer protection laws, the courts of the Cook Islands shall have exclusive jurisdiction over disputes arising from or relating to this Agreement.

Smartie may seek injunctive relief in any jurisdiction where necessary to protect its rights.

25. Relationship of Parties

Nothing in this Agreement creates:

• An agency relationship
• A partnership
• A joint venture
• A fiduciary relationship
• An employment relationship

between Smartie and any User, Merchant, Delivery-Driver, or Partner.

Partners operate as independent contractors unless expressly agreed otherwise in writing.

26. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable:

• That provision shall be modified to the minimum extent necessary to make it enforceable; or
• If modification is not possible, it shall be severed.

The remainder of the Agreement shall remain in full force and effect.

27. No Waiver

Failure by Smartie to enforce any provision shall not:

• Constitute waiver;
• Prevent future enforcement;
• Be construed as approval of any breach.

Any waiver must be in writing and signed by an authorised Smartie representative.

28. Platform Fees & Schedules

28.1 Fee Schedule Incorporation

All applicable fees, commissions, payout structures, minimum balances, cancellation fees, and refund frameworks are set out in the Smartie Platform Fees & Charges Schedule, which forms part of this Agreement.

28.2 Fee Changes

Smartie may amend fees, commissions, or pricing structures in accordance with Section 1.2.

Unless required for regulatory, security, or fraud-prevention reasons, Smartie will provide reasonable prior notice of fee changes.

Continued use of the Platform after the effective date constitutes acceptance.

28.3 Regulatory & Market Adjustments

Smartie may modify fees immediately where required to:

• Comply with regulatory requirements
• Reflect payment processor changes
• Address fraud or abuse
• Maintain platform sustainability

29. Entire Agreement

29.1 This Agreement, including all referenced Policies and Schedules, constitutes the entire agreement between you and Smartie and supersedes all prior negotiations, communications, or understandings relating to its subject matter.

29.2 Where you have entered into a separate written agreement with Smartie, that agreement shall prevail only to the extent expressly stated. In the event of conflict:

• The separate written agreement prevails for the specific subject matter it governs;
• These Terms govern all other matters.

29.3 No oral statements, representations, or course of dealing shall modify this Agreement unless in writing and signed by an authorised Smartie representative.

29.4 Certain Services may be subject to additional product-specific terms, which form part of this Agreement.

30. Suspension, Restriction & Termination

30.1 Smartie's Right to Suspend or Restrict

Smartie may suspend, restrict, or terminate access to the Platform or any Service immediately, with or without notice, where:

• You breach this Agreement;
• Fraud, suspicious activity, or abuse is detected;
• Regulatory or legal obligations require action;
• There is material risk to platform integrity, safety, or reputation;
• Payment obligations are outstanding;
• False, misleading, or incomplete information is provided;
• Repeated customer harm or complaints are verified.

30.2 Investigation Holds

Smartie may:

• Freeze wallet balances;
• Withhold settlements;
• Delay payouts;
• Restrict withdrawals;

pending investigation of disputes, chargebacks, fraud, or regulatory issues.

30.3 Termination by User

You may close your account at any time subject to:

• Settlement of outstanding balances;
• Completion of pending transactions;
• Compliance with any ongoing investigation.

30.4 No Compensation

Except where required by law, Smartie is not liable to compensate you for suspension, restriction, or termination carried out in accordance with this Agreement.

30.5 Platform Content Rectification

Smartie may correct, modify, update, or remove Platform content including:

• Pricing errors
• Product descriptions
• Availability information
• Promotions
• Delivery fees

Where content contains typographical errors, inaccuracies, or policy violations, Smartie may:

• Correct the error;
• Cancel affected orders;
• Issue refunds where appropriate.

Nothing in this clause limits non-excludable consumer rights.

31. Device Ownership & Risk

31.1 Retention of Title

Any device provided by Smartie remains Smartie's property until paid in full.

Title transfers only upon full payment.

31.2 Risk & Insurance

Risk of loss, theft, or damage passes to the Merchant upon delivery of the device.

Merchants are responsible for insuring the device.

31.3 Payment Obligation

Payment obligations are absolute and unconditional.

Damage, theft, malfunction, or non-use does not suspend payment obligations.

31.4 Recovery

If payments are missed, Smartie may:

• Deduct from settlements;
• Suspend the Merchant account;
• Repossess the device;
• Recover outstanding amounts through lawful means.

32. Rewards & Promotions

32.1 Merchants are solely responsible for any rewards, promotions, prizes, vouchers, or offers they create or advertise through the Platform.

32.2 Smartie does not guarantee availability, accuracy, or fulfilment of Merchant promotions.

32.3 Smartie may remove or suspend promotional listings that are misleading, unlawful, or operationally unsustainable.

32.4 Any dispute relating to Merchant promotions must be resolved directly with the Merchant.

33. Smart Station

If users opt to purchase a Smart Station then:

33.1 Ownership:

Details regarding pricing and payment options for Smart Station devices are outlined in the Fees & Charges Schedule. Merchants will take ownership of the Smart Station once the full cost has been paid.

33.2 Payment Plan:

Details regarding pricing and payment options for Smart Station devices are outlined in the Fees & Charges Schedule.

Payments will be deducted automatically from the merchant's Smartie account or other agreed payment methods.

33.4 Set-Off & Enforcement

Smartie may recover unpaid Smart Station balances via:

• Settlement deduction;
• Wallet adjustment;
• Suspension of Services;
• Legal recovery.

34. Smartie Food Delivery

34.2 Delivery Estimates

Delivery windows are estimates only.

Delays may occur due to traffic, weather, demand, or Merchant preparation time.

Refunds are not automatic.

Where a delay is determined by Smartie, acting reasonably and based on system evidence, to be primarily attributable to Delivery-Driver fault, Smartie may offer a partial refund, credit, or cancellation in accordance with Section 7.

34.5 Post-Delivery Risk

Risk transfers upon confirmed delivery (timestamp + GPS).

Claims must be made in accordance with Section 7 timeframes.

35. Force Majeure

Neither Smartie nor any Partner shall be liable for delay or failure caused by events beyond reasonable control, including but not limited to:

• Natural disasters
• Extreme weather
• Supply chain disruptions
• Government restrictions
• Public health orders
• Power outages
• Telecommunications failures
• Cyber incidents
• Regulatory intervention

Where performance is prevented, Smartie may cancel affected transactions and issue refunds where appropriate under the Schedule.

These Merchant Terms & Conditions (“Merchant Terms”) govern participation by businesses (“Merchant”, “you”) on the Smartie platform operated by Smartie Group Ltd (“Smartie”, “we”, “us”).

These Merchant Terms supplement the Smartie Super App Terms & Conditions (“Platform Terms”). To the extent of any inconsistency:

• These Merchant Terms govern merchant-specific matters.
• The Platform Terms govern all other matters.

Capitalised terms not defined here have the meaning given in the Platform Terms.

By registering as a Merchant and accepting Smartie payments, you agree to be bound by these Merchant Terms and the Platform Terms.

1. Definitions

Customer
Means any User purchasing goods or services from the Merchant via the Platform.

Merchant Account
Means the Smartie business account created for the Merchant.

Smartie Services
Includes payment processing, wallet services, listing, marketing, delivery coordination (where applicable), settlement, analytics, and related platform services.

Merchant Service Fee
Means any transaction fee, commission, subscription fee, payout adjustment, incentive offset, or other amount payable to Smartie as set out in the Fee Schedule.

Settlement Balance
Means the net amount payable to the Merchant after deduction of fees, refunds, chargebacks, incentives, device payments, penalties, or other lawful set-offs.

2. Merchant Onboarding & Approval

2.1 Approval

Smartie may approve, reject, suspend, or revoke any Merchant application at its sole discretion.

Approval does not create any exclusivity or guarantee of continued access.

2.2 KYC & AML Compliance

The Merchant must provide complete and accurate KYC documentation as required under:

• Financial Transactions Reporting Act 2017
• AML/CFT regulations
• Any applicable regulatory framework

Smartie may:

• Request updated documentation at any time;
• Suspend payouts pending verification;
• Freeze accounts where required by law.

2.3 Legal Compliance

Merchant represents and warrants that it:

• Is duly registered and legally authorised to operate;
• Holds all necessary licenses, permits, and approvals;
• Complies with all applicable laws including consumer, health, safety, tax, and data protection laws.

Failure to maintain compliance constitutes material breach.

3. Merchant Obligations

3.1 Product & Service Responsibility

Merchant is solely responsible for:

• Product quality
• Accuracy of listings
• Pricing
• Availability
• Legal compliance
• Fulfilment of orders

Smartie is not the supplier of goods or services.

3.2 Pricing Accuracy

Merchant must ensure pricing and product descriptions are accurate.

Smartie may:

• Correct pricing errors;
• Suspend misleading listings;
• Cancel orders containing manifest errors.

3.3 Prohibited Conduct

Merchant must not:

• Circumvent the Platform to avoid fees;
• Solicit off-platform payments;
• Misuse Customer data;
• Upload unlawful or misleading content;
• Engage in fraudulent refund manipulation.

Such conduct may result in suspension or termination.

4. Fees & Settlement

4.1 Fees

Merchant agrees to pay all applicable Merchant Service Fees as set out in the Fee Schedule.

Smartie may amend fees in accordance with the Platform Terms.

Continued use constitutes acceptance.

4.2 Settlement & Set-Off Rights

Smartie may deduct from Merchant Settlement Balance:

• Platform fees
• Refunds
• Chargebacks
• Promotional offsets
• Delivery adjustments
• Device repayments
• Penalties
• Regulatory compliance holds

Smartie may withhold settlements pending investigation.

4.3 Chargebacks

Merchant is responsible for chargebacks arising from:

• Product disputes
• Non-delivery attributable to Merchant
• Quality complaints
• Misrepresentation

Smartie may recover chargeback amounts and associated fees via settlement deduction.

5. Refunds & Disputes

Refunds are governed by Section 7 of the Platform Terms.

Where a refund is attributable to Merchant fault, Smartie may recover:

• Refunded amount
• Payment processing fees
• Administrative costs

Smartie’s refund decision matrix is final unless required otherwise by law.

6. Data & Confidentiality

Merchant must:

• Use Customer data solely for fulfilment;
• Not retain or export Customer lists;
• Not market to Customers outside the Platform;
• Comply with the Platform Data Protection provisions.

Breach constitutes material breach.

7. Suspension & Termination

Smartie may suspend or terminate Merchant access where:

• Repeated customer harm occurs;
• Fraud is suspected;
• Regulatory risk arises;
• Excessive complaints are verified;
• Fees remain unpaid.

Smartie may freeze balances pending investigation.

Termination does not waive outstanding payment obligations.

8. Indemnification (Merchant-Specific Reinforcement)

Merchant agrees to indemnify and hold Smartie harmless from claims arising from:

• Food illness
• Product defects
• Personal injury
• Licensing violations
• Tax obligations
• Employment disputes
• Misuse of data
• Intellectual property infringement

This survives termination.

9. Limitation of Liability

Smartie’s liability to Merchant is subject to the limitations in Section 21 of the Platform Terms.

To the extent permitted by law, Smartie’s aggregate liability shall not exceed fees paid by the Merchant in the preceding three (3) months.

10. Independent Contractor Status

Merchant operates as an independent business.

Nothing creates:

• Employment relationship
• Agency
• Partnership
• Joint venture

The merchant is solely responsible for staff and contractors.