Merchant Agreement

Wobble operates a technology platform through which customers may discover merchants, place orders, make payments and arrange delivery or collection.

Unless expressly agreed otherwise in writing, Wobble does not manufacture, prepare or own the products offered by Merchants.

The Merchant remains responsible for the products it lists, prepares, supplies and sells through the Platform.

To operate on Wobble, you must:

• be legally authorised to operate your business;
• provide accurate registration and ownership information;
• possess all licences, permits, approvals and certificates required for your activities;
• comply with applicable health, safety, food, tax, employment and trading laws;
• maintain accurate contact and payment information; and
• provide any documentation reasonably required by Wobble for verification or compliance purposes.

Wobble may decline, delay or withdraw Merchant approval where required information is incomplete, inaccurate or unverifiable.

Wobble may request documentation including:

• business-registration documents;
• PACRA information;
• tax identification information;
• NRC or identification information for authorised representatives where lawfully required;
• business licences;
• food-handling or health approvals;
• banking information;
• mobile-money settlement information; and
• evidence of authority to operate the business.

Providing false, altered or misleading documentation is a material breach of this Agreement.

Wobble may periodically request updated documentation.

The Merchant is responsible for activity performed through its Wobble account.

You must:

• keep login credentials secure;
• restrict account access to authorised personnel;
• promptly remove access for former employees;
• notify Wobble of suspected unauthorised access; and
• maintain accurate account information.

The Merchant is responsible for actions performed by employees or representatives using credentials that the Merchant has authorised.

The Merchant is solely responsible for ensuring that information it submits for display on Wobble is accurate and not misleading.

This includes:

• product names;
• descriptions;
• ingredients;
• photographs;
• portion sizes;
• prices;
• discounts;
• dietary information;
• allergens;
• availability;
• preparation times;
• opening hours; and
• promotional information.

The Merchant must promptly correct inaccurate information.

Wobble may remove or amend obviously incorrect, unlawful or misleading listings.

Unless otherwise agreed, the Merchant determines the selling price of its products on Wobble.

The Merchant must not:

• display false original prices;
• create misleading discounts;
• conceal mandatory charges;
• misrepresent promotional pricing; or
• manipulate prices in a manner prohibited by law.

Where Wobble applies service fees, delivery charges or other Platform charges, those charges may be shown separately to customers.

The Merchant acknowledges that Wobble may charge commissions or other fees under this Agreement.

The Merchant must make reasonable efforts to keep product availability information accurate.

Where an item becomes unavailable, the Merchant should promptly mark it unavailable through the Platform.

The Merchant must not routinely accept orders for products that it knows cannot be supplied.

If an accepted order cannot be fulfilled, the Merchant must promptly notify Wobble.

Repeated avoidable cancellations may result in restrictions, reduced visibility, suspension or termination.

When the Merchant accepts an order, it agrees to prepare and supply the products described in that order.

The Merchant must review the order before acceptance, including:

• items ordered;
• quantities;
• customer instructions;
• product modifications;
• availability; and
• estimated preparation time.

Wobble may automatically transmit or manage orders according to Platform functionality.

The Merchant remains responsible for verifying that it can fulfil an order.

The Merchant must prepare orders:

• accurately;
• hygienically;
• using appropriate ingredients;
• within a reasonable preparation period;
• in accordance with customer selections;
• in accordance with applicable food-safety requirements; and
• using appropriate packaging.

The Merchant must not intentionally substitute products without customer authorisation where the substitution materially differs from the ordered item.

Where the Merchant supplies food or beverages, the Merchant is responsible for:

• food preparation;
• food quality;
• hygiene;
• food storage;
• temperature control;
• ingredient safety;
• contamination prevention;
• compliance with health requirements;
• kitchen cleanliness;
• staff hygiene; and
• lawful food handling.

The Merchant must maintain any health certificates, permits or licences required by applicable law.

Wobble's operation of a technology platform does not transfer the Merchant's food-safety obligations to Wobble.

Nothing in this Agreement limits any responsibility Wobble may independently have under applicable law.

The Merchant must provide accurate information regarding known ingredients and allergens where such information is required or represented to customers.

The Merchant must not knowingly describe a product as:

• allergen-free;
• gluten-free;
• vegetarian;
• vegan;
• halal;
• sugar-free; or
• otherwise suitable for a specific dietary requirement

unless the description is reasonably accurate.

Where the Merchant receives a customer allergy or dietary instruction, it must treat that instruction appropriately.

If the Merchant cannot safely satisfy an allergy-related request, it should decline or cancel the affected order rather than knowingly take an unreasonable safety risk.

The Merchant is responsible for packaging products appropriately for delivery.

Packaging should, where applicable:

• minimise leakage;
• preserve food quality;
• protect against contamination;
• reasonably maintain temperature;
• prevent avoidable damage; and
• enable safe transportation.

Where suitable tamper-evident packaging is available, Wobble may require its use for certain products.

Wobble may investigate complaints involving inadequate or compromised packaging.

The Merchant must not list or sell products through Wobble where their sale or delivery would be unlawful.

Prohibited or restricted items may include:

• illegal drugs;
• stolen property;
• counterfeit goods;
• unlawfully sold medicines;
• prohibited weapons;
• hazardous materials;
• unlawful wildlife products;
• products whose sale requires an authorisation the Merchant does not possess; and
• any other products prohibited by applicable law or Wobble policy.

Wobble may remove a listing immediately where it reasonably suspects that the product is prohibited or unlawful.

Where Wobble permits age-restricted products, the Merchant must comply with all legal requirements applicable to their sale.

Wobble may impose additional age-verification requirements.

The Merchant must not intentionally use Wobble to evade restrictions applicable to age-controlled goods.

The Merchant must provide realistic preparation-time estimates.

Repeatedly providing inaccurate preparation times may negatively affect:

• customer experience;
• courier waiting times;
• delivery performance; and
• merchant ranking.

Wobble may use historical preparation data to assist with estimated preparation times.

Where the Platform's logistics process requires preparation to begin only after a delivery partner has been assigned, the Merchant must follow the status instructions displayed by Wobble.

The Merchant must hand over the correct order to the delivery partner assigned by Wobble or otherwise authorised to collect the order.

The Merchant should verify available order-identification information before handover.

The Merchant must not knowingly:

• give an order to the wrong courier;
• give a courier an incomplete order;
• add unauthorised items;
• alter the order after completion without recording the change; or
• falsely mark an order as ready.

Once the correct, properly packaged order has been transferred to the authorised delivery partner, responsibility for transport-related handling may shift according to the circumstances and applicable law.

Where customers collect orders directly, the Merchant is responsible for reasonably verifying that the order is handed to the correct customer or authorised recipient.

Where an order contains:

• missing items;
• incorrect items;
• materially incorrect quantities;
• incorrect modifications; or
• products different from what the Merchant accepted,

Wobble may refund or compensate the customer where appropriate.

Where the error was attributable to the Merchant, Wobble may deduct the corresponding refund or compensation from Merchant settlement amounts to the extent permitted by law and this Agreement.

Where a customer reasonably reports that a product was:

• spoiled;
• contaminated;
• unsafe;
• materially defective;
• substantially different from its description; or
• otherwise unsuitable for consumption or use,

Wobble may investigate the complaint.

Wobble may request information from the Merchant.

Where the Merchant is responsible for the issue, Wobble may issue an appropriate customer refund or adjustment and allocate the resulting cost to the Merchant.

A Merchant will not ordinarily be financially responsible for loss or damage caused solely after proper handover to an authorised delivery partner where:

• the order was correct;
• packaging was appropriate;
• the order was handed over in good condition; and
• the Merchant did not contribute to the loss.

Where the cause is uncertain, Wobble may review available evidence before determining how a refund or loss should be allocated.

The Merchant may cancel an order only for a legitimate reason, including:

• item unavailability;
• inability to safely prepare the order;
• an obvious technical or pricing error;
• unexpected closure;
• safety concerns; or
• another reasonable inability to fulfil the order.

Merchants must not routinely cancel orders merely because they are inconvenient or because demand is high.

Repeated avoidable Merchant cancellations may result in operational restrictions or suspension.

Wobble may issue full or partial refunds where reasonably necessary to address:

• missing products;
• incorrect orders;
• food-quality problems;
• unsafe products;
• merchant cancellations;
• duplicate charges;
• unfulfilled orders; or
• other valid consumer complaints.

Wobble may charge the Merchant for the portion of a refund attributable to the Merchant's act, omission or breach.

Wobble will not arbitrarily charge a Merchant for losses that are demonstrably attributable solely to Wobble or another party.

In consideration for use of the Wobble Platform, the Merchant agrees to pay the commission or Platform fee agreed during onboarding or otherwise communicated by Wobble.

The applicable commission is the rate displayed to and accepted by the Merchant during onboarding, stated in the Merchant dashboard or set out in separate commercial terms agreed between Wobble and the Merchant.

Wobble may apply different commercial terms for:

• different Merchant categories;
• promotional programmes;
• delivery models;
• subscription plans; or
• additional services.

Any material fee change will be communicated before it takes effect.

Unless otherwise stated, commission will be calculated on the amount attributable to products sold through Wobble before deduction of the Merchant's payout.

Delivery charges, customer service fees, tips, taxes or other amounts may be treated separately depending on the applicable pricing model.

The Merchant dashboard or settlement statement should identify applicable deductions.

Where Wobble collects payment from the customer on behalf of the transaction, the Merchant authorises Wobble to:

• receive the customer's payment;
• deduct agreed commission;
• deduct lawful fees;
• deduct refunds or adjustments attributable to the Merchant;
• deduct authorised promotional contributions; and
• remit the remaining Merchant amount.

Customer payments received through Wobble are not automatically Merchant revenue in their entirety because portions may include Wobble fees, delivery charges, taxes or other amounts.

Merchant settlements will be paid according to the settlement schedule communicated by Wobble.

Settlement methods may include:

• mobile money;
• bank transfer; or
• another supported payment method.

The Merchant must provide accurate settlement details.

Wobble is not responsible for delays caused by inaccurate payment information supplied by the Merchant.

Wobble may make reasonable adjustments for:

• refunds;
• cancelled orders;
• duplicate payments;
• fraud;
• chargebacks;
• incorrect settlements;
• commission;
• agreed promotions;
• Merchant obligations owed to Wobble; and
• other documented adjustments permitted by this Agreement.

Adjustments should be identifiable within Merchant settlement records.

Wobble may temporarily hold all or part of a settlement where reasonably necessary because of:

• suspected fraud;
• disputed transactions;
• suspicious account activity;
• significant unresolved customer complaints;
• suspected unlawful activity;
• chargebacks;
• verification issues; or
• a legal requirement.

Settlement holds must not be imposed arbitrarily.

Where legally and operationally possible, Wobble will inform the Merchant of the reason for the hold.

The Merchant is responsible for determining and complying with taxes applicable to its business, income and products.

This may include:

• registration obligations;
• turnover tax;
• income tax;
• VAT where applicable;
• business levies; and
• other statutory obligations.

Wobble's collection or transfer of customer payments does not remove the Merchant's tax obligations.

Where Wobble is legally required to collect, deduct, withhold or report a tax, Wobble may do so.

The Merchant is responsible for issuing any fiscal receipt, tax invoice or other transaction document required from the Merchant by applicable law.

Wobble may provide electronic order records and payment confirmations but does not assume the Merchant's statutory accounting obligations unless expressly required by law.

Wobble may allow Merchants to participate in discounts, promotions or advertising campaigns.

Where the Merchant funds all or part of a promotion, the Merchant will be informed of the applicable commercial terms.

The Merchant must honour a promotion it has authorised while that promotion remains valid.

Where Wobble independently funds a promotion, the Merchant's normal settlement should not be reduced by the promotional amount unless otherwise agreed.

Wobble may offer:

• sponsored listings;
• featured Merchant placement;
• promoted products;
• advertising;
• subscription packages; or
• other visibility services.

Payment for promotional visibility does not guarantee a particular number of orders, customers or revenue unless expressly agreed in writing.

Wobble may rank or recommend merchants using factors including:

• distance;
• availability;
• delivery coverage;
• customer ratings;
• preparation time;
• reliability;
• order volume;
• cancellation history;
• product relevance;
• service quality; and
• promotional placement.

Wobble may adjust its ranking systems from time to time.

The Merchant may receive customer personal information only where reasonably necessary to fulfil an order or comply with legal obligations.

This may include:

• customer name;
• order information;
• delivery instructions;
• relevant contact information; and
• other information necessary for fulfilment.

The Merchant must not use Wobble customer information for unrelated purposes.

The Merchant must not:

• sell customer data;
• build unauthorised marketing databases using Wobble customers;
• send unrelated unsolicited marketing;
• disclose customer addresses;
• share customer telephone numbers with unauthorised persons;
• contact customers for personal reasons;
• retain customer data longer than reasonably necessary;
• use customer information to circumvent Wobble; or
• use customer data contrary to applicable privacy law.

The Merchant must process personal information received through Wobble in accordance with applicable data-protection law.

Depending on the circumstances, the Merchant may independently be a data controller or processor for certain information.

The Merchant is responsible for determining and complying with any registration, security, privacy-notice, data-retention or other obligations applicable to its own processing.

This includes maintaining any required registration as a data controller or processor, maintaining appropriate records of processing, appointing a data-protection officer where required, and obtaining any authorisation required for storage or transfer of personal information outside Zambia.

The Merchant must promptly notify Wobble of any personal-data breach involving Wobble customer information.

The Merchant must take reasonable measures to prevent unauthorised access to Wobble systems and customer information.

This includes:

• maintaining account security;
• using secure devices;
• limiting employee access;
• protecting passwords;
• promptly removing former employees; and
• reporting suspected compromise.

The Merchant is responsible for its employees, contractors and representatives.

Nothing in this Agreement creates an employment relationship between Wobble and the Merchant's personnel.

The Merchant is responsible for:

• wages;
• employment obligations;
• staff supervision;
• occupational safety;
• employee taxes;
• statutory contributions; and
• compliance with labour laws.

The Merchant and Wobble operate as independent businesses.

Nothing in this Agreement creates:

• a partnership;
• joint venture;
• employment relationship;
• franchise;
• fiduciary relationship; or
• agency relationship,

except for any limited authority expressly granted to Wobble to facilitate transactions or receive payments.

Neither party may bind the other to obligations outside this Agreement without authorisation.

Where appropriate to the Merchant's business, the Merchant should maintain adequate insurance for its operations.

Wobble may require evidence of specific insurance coverage where reasonably necessary because of:

• the nature of the products;
• Merchant size;
• legal requirements; or
• identified operational risks.

The Merchant must promptly notify Wobble of serious incidents relating to orders supplied through Wobble, including:

• suspected food poisoning;
• contamination;
• product recalls;
• serious customer injury;
• unlawful products; or
• circumstances presenting a material public-safety risk.

Wobble may immediately suspend affected products while investigating a serious health or safety concern.

Where a Merchant becomes aware that a product may be unsafe or subject to recall, the Merchant must promptly:

• stop offering the product;
• notify Wobble;
• provide relevant affected-order information; and
• cooperate with appropriate corrective actions.

The Merchant must comply with applicable consumer-protection law.

The Merchant must not engage in:

• deceptive representations;
• misleading advertising;
• misleading pricing;
• false claims;
• unfair trading practices; or
• unlawful refusal of consumer remedies.

Wobble may take action where Merchant conduct exposes Wobble customers to unlawful practices.

Customers may be permitted to rate or review Merchants.

Wobble does not guarantee that every review will be positive.

Wobble may remove reviews reasonably believed to involve:

• fraud;
• harassment;
• hate speech;
• irrelevant content;
• unlawful material;
• conflicts of interest;
• manipulated reviews; or
• other violations of Platform policy.

Wobble is not required to remove legitimate negative feedback merely because the Merchant disagrees with it.

The Merchant must not participate in fraud involving Wobble.

Prohibited behaviour includes:

• fake orders;
• self-orders intended to manipulate performance;
• collusion with delivery partners;
• fabricated refunds;
• false reports of completed orders;
• unauthorised transaction manipulation;
• promotion abuse;
• false customer accounts; or
• deliberate manipulation of ratings or rankings.

Wobble may investigate suspicious activity and preserve relevant records.

The Merchant must not misuse confidential Wobble information or customer data to improperly circumvent Wobble transactions initiated through the Platform.

This does not prohibit customers from independently choosing to transact directly with a Merchant in the future where such a restriction would be unlawful.

The Merchant must not pressure customers to cancel active Wobble orders in order to avoid agreed Platform fees.

The Merchant grants Wobble a non-exclusive, worldwide, royalty-free licence during the term of this Agreement to use Merchant-provided:

• names;
• logos;
• trademarks;
• photographs;
• product descriptions;
• menus; and
• other submitted content

for operating, displaying, marketing and promoting the Merchant through Wobble.

The Merchant represents that it has the necessary rights to content it provides.

The Merchant receives a limited right to use Wobble technology solely for authorised business purposes.

The Merchant must not:

• copy Wobble software;
• reverse engineer protected parts of the Platform except where legally permitted;
• misuse Wobble trademarks;
• scrape Platform information;
• access internal systems without permission; or
• interfere with Platform security.

Each party may receive confidential commercial or technical information belonging to the other.

Confidential information should only be used for purposes associated with this Agreement.

Confidential information does not include information that:

• is already publicly available;
• becomes public without breach;
• was independently developed; or
• must lawfully be disclosed.

Wobble does not guarantee uninterrupted availability.

Temporary outages may arise from:

• maintenance;
• telecommunications failures;
• cloud-service interruptions;
• payment-provider outages;
• security incidents;
• software updates; or
• circumstances beyond reasonable control.

Wobble will use reasonable efforts to maintain reliable service.

Wobble may provide support through available support channels.

The Merchant should promptly report operational issues which materially affect orders or customers.

Wobble may temporarily suspend a Merchant or particular products where reasonably necessary because of:

• food-safety concerns;
• fraud;
• unlawful products;
• serious customer complaints;
• expired licences;
• significant data-security concerns;
• repeated fulfilment failures;
• payment irregularities;
• breach of this Agreement; or
• legal or regulatory requirements.

Where the situation is not urgent, Wobble may provide the Merchant an opportunity to correct the problem.

Wobble may suspend access without prior notice where reasonably necessary to protect:

• customer safety;
• public health;
• financial systems;
• personal information;
• Platform security; or
• compliance with law.

A Merchant may stop using Wobble and request termination of its Merchant account.

Termination does not eliminate obligations arising before termination.

Outstanding:

• settlements;
• refunds;
• chargebacks;
• commissions;
• disputes;
• legal obligations; and
• authorised deductions

may still be processed after termination.

Wobble may terminate this Agreement where:

• the Merchant materially breaches it;
• serious fraud occurs;
• the Merchant operates unlawfully;
• required authorisations are withdrawn;
• the Merchant poses a serious safety risk;
• repeated violations remain unresolved; or
• continued operation creates material legal or security risk.

After termination:

• the Merchant may no longer receive new orders;
• Merchant listings may be removed;
• access to Merchant systems may be disabled;
• outstanding settlements may be finalised;
• valid refunds and adjustments may still be processed; and
• provisions intended to survive termination will remain effective.

To the extent permitted by law, the Merchant is responsible for claims, losses, damages, penalties or reasonable expenses arising directly from the Merchant's:

• unsafe food;
• defective products;
• unlawful products;
• breach of food-safety obligations;
• inaccurate product representations;
• intellectual-property infringement;
• unlawful processing of customer information;
• fraud;
• tax non-compliance;
• violation of applicable law; or
• material breach of this Agreement.

Where Wobble suffers a third-party claim because of such Merchant conduct, the Merchant will indemnify Wobble to the extent the Merchant is legally responsible for the underlying matter.

This clause does not require the Merchant to compensate Wobble for losses caused by Wobble's own negligence, unlawful conduct or breach.

To the maximum extent permitted by applicable law, Wobble will not be responsible for indirect or consequential commercial losses that were not reasonably foreseeable.

Wobble is not responsible for losses caused solely by:

• Merchant negligence;
• inaccurate Merchant information;
• unlawful Merchant conduct;
• Merchant employee misconduct;
• events outside Wobble's reasonable control; or
• unauthorised Merchant account activity caused by the Merchant's failure to protect its credentials.

Nothing in this Agreement excludes liability that cannot lawfully be excluded.

Wobble may maintain transaction and compliance records relating to Merchant activity.

Where reasonably necessary for investigating:

• fraud;
• safety issues;
• regulatory matters;
• payment disputes; or
• serious contractual breaches,

Wobble may request relevant supporting records from the Merchant.

Any request should be proportionate to the issue being investigated.

Wobble may amend this Agreement because of:

• legal requirements;
• new services;
• operational changes;
• changes to fees;
• security requirements; or
• changes to the Wobble business model.

Material changes will be communicated to the Merchant.

Where appropriate, Wobble may require the Merchant to electronically accept revised terms before continuing to use the Platform.

The Merchant agrees that this Agreement may be entered into electronically.

Electronic acceptance, including acceptance through the Wobble Merchant Platform, may constitute evidence of the Merchant's agreement to these terms.

Wobble may maintain records including:

• Merchant account identifier;
• Agreement version;
• acceptance date;
• acceptance time;
• authentication information; and
• other relevant acceptance records.

Wobble may send notices relating to this Agreement using:

• email;
• Platform notifications;
• Merchant-dashboard notices;
• SMS; or
• other contact information supplied by the Merchant.

The Merchant must maintain accurate contact details.

If a dispute arises, Wobble and the Merchant should first attempt in good faith to resolve the matter through direct communication.

Where the dispute cannot be resolved, either party may exercise available legal remedies.

Nothing in this Agreement prevents either party from approaching a regulator or court where legally entitled to do so.

This Agreement is governed by the laws of the Republic of Zambia.

Subject to any mandatory dispute-resolution requirements, the courts of competent jurisdiction in Zambia shall have jurisdiction over disputes arising from this Agreement.

Neither party will be liable for failure to perform an obligation where performance is prevented by circumstances outside that party's reasonable control, including:

• natural disasters;
• severe weather;
• civil disturbance;
• widespread telecommunications failures;
• government restrictions;
• public-health emergencies;
• widespread payment-system failures; or
• similar extraordinary events.

The affected party should resume performance as soon as reasonably possible.

If any provision of this Agreement is found unlawful or unenforceable, it will be limited or removed to the minimum extent necessary while the remainder of the Agreement continues to operate where legally possible.

Failure to enforce a provision on one occasion does not prevent that provision from being enforced later.

This Agreement, together with:

• Wobble's Merchant policies;
• applicable commercial terms;
• Privacy Policy;
• Platform rules; and
• other documents expressly incorporated into it,

constitutes the agreement governing the Merchant's participation on Wobble.

Legal or contractual notices should be sent to:

Wobble
Operated by: WOBBLE TECHNOLOGIES LIMITED
Company Registration Number: [COMPANY REGISTRATION NUMBER]
Registered Address: 27, central town golf course RD, Kasama, Zambia
Email: support@gowobble.com
Telephone: +260 962 901 793

By accepting this Agreement electronically, the Merchant confirms that:

1. the information supplied to Wobble is accurate;
2. the person accepting this Agreement has authority to bind the Merchant;
3. the Merchant has read and understood this Agreement;
4. the Merchant agrees to comply with Wobble's applicable policies; and
5. the Merchant agrees to the commercial terms displayed or separately agreed during onboarding.

Merchant Business Name: ______________________________

Authorised Representative: ____________________________

Role/Position: _______________________________________

Date: _______________________________________________

Signature, if executed physically: ______________________