Merchant Partner Agreement

This Merchant Partner Agreement ("Agreement") is entered into between PRONTOMIGO S.R.L. ("ProntoMigo", "we", "us"), with registered office at Via Pola Interna n. 51, 41012 Carpi (MO), Italia, VAT 04273350365, and the business entity or sole trader registering as a merchant on the platform ("Merchant", "you").

By creating a merchant account, checking the acceptance box and continuing onboarding, you confirm that you have read, understood and agree to be bound by this Agreement and any service-specific policies incorporated into it. You also acknowledge receipt of our Privacy Policy at https://www.prontomigo.com/privacy, which explains ProntoMigo's processing of personal data.

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

• Platform: the PRONTOMIGO S.R.L. website, merchant dashboard, mobile applications, APIs and related operational systems.
• Marketplace sale: any food or grocery order placed by a customer through the platform and fulfilled by you.
• Goods subtotal: the product value before order-level promotions, delivery fees, service fees and tips.
• Net Commission: the platform fee applied to the Goods subtotal on each completed Marketplace sale, at the delivery or pickup rate agreed for your store under Section 7.1.
• Commission VAT: VAT equal to 22% of the Net Commission, shown separately from the Net Commission.
• Gross Commission Deduction: Net Commission plus Commission VAT.
• Provider / Rider: an independent delivery partner who collects prepared orders from your premises and delivers them to the customer.
• Order: a customer request accepted by you through the platform for preparation and handoff to a Provider or, for an Own-delivery order, for delivery by you.
• Own delivery: the delivery mode, enabled for your store by ProntoMigo under Section 9A, in which you deliver delivery orders to the customer with your own staff or drivers instead of a Provider.
• Own-delivery order: a delivery order placed with your store while Own delivery is enabled, shown to the customer as delivered by your store.
• Own-delivery fee: the delivery fee the customer pays for an Own-delivery order, calculated by ProntoMigo from the road distance under its standard delivery tariff.
• Dashboard: the merchant web application used to manage catalog, hours, orders, earnings and support.
• ProntoMigo Base plan: free use of the platform with the app installed on the Merchant's own device; it is the plan of every new account.
• ProntoMigo Pro plan: a plan offered by ProntoMigo, under which ProntoMigo installs at the Merchant's store a device it owns for receiving and printing orders, under a separate contract signed at installation: a rental contract with installation and support ("Rental Contract"), titled "ProntoMigo Pro Service Agreement", whose text is published at https://www.prontomigo.com/partners/device-rental, or, where ProntoMigo offers it, a free loan contract (comodato d'uso gratuito) with no rent ("Free Loan Contract"). In this Agreement "Device Contract" means either of them. The Merchant does not activate the Pro plan from the Dashboard.

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

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

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

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

To sell on the platform you must:

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

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

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

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

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

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

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

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

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

7.1 Your commission rates. ProntoMigo charges Net Commission on the Goods subtotal of completed Marketplace sales at the rates agreed for your store: one rate for delivery orders and one rate for pickup orders, each between 0% and 30%. ProntoMigo sets these rates, together with your store's category (restaurant, fast food or grocery), when it approves your store, and shows them in the Dashboard and in the approval email. While Own delivery is enabled, the delivery rate is the rate agreed for Own-delivery orders, confirmed to you by email when Own delivery is switched on. ProntoMigo may change your rates or your category by agreement with you; it confirms the new rates by email and in the Dashboard, and a change applies only to orders placed after it, never to orders already placed. The Goods subtotal used as the commission base is the product value before order-level merchant promotions, delivery charges, customer service fees and tips; no commission is charged on the Own-delivery fee.

7.2 VAT on the Net Commission. ProntoMigo applies Italian VAT at 22% of the calculated Net Commission. Commission VAT is not calculated directly on the Goods subtotal and is not added to the customer's checkout. The Gross Commission Deduction from your payout is the Net Commission plus Commission VAT, that is 1.22 times your rate (for example, 24.4% of the Goods subtotal at a 20% rate), subject to cent rounding of the Net Commission and its VAT.

7.3 Merchant-funded promotions. Product promotions you create or approve and any merchant-funded standard-delivery subsidy are separate from the Gross Commission Deduction and reduce your payout when redeemed. A free-delivery offer funds only the standard-delivery amount shown in the Dashboard; any customer-paid priority or extended-distance surcharge remains outside that subsidy.

7.4 Card settlement. Customer card payments are charged by ProntoMigo through Stripe. Merchant payouts are sent separately to your Stripe Connect account. For each completed order, your payout is: Goods subtotal, minus merchant-funded product promotions, minus any merchant-funded delivery subsidy, minus the Gross Commission Deduction, subject to lawful refund or chargeback adjustments. Customer service fees, customer-paid delivery fees and rider tips are not deductions from your goods payout. For an Own-delivery order, ProntoMigo collects the Own-delivery fee from the customer as part of the card payment and adds it in full to your payout for that order; the customer service fee remains ProntoMigo's. No Stripe processing fee is deducted from your payout under this version of the Agreement. If you have signed a Device Contract, amounts due under Section 7.7 may also be deducted from your payout.

7.5 Statements and tax documents. The Dashboard statement identifies the Goods subtotal, merchant-funded product promotion, merchant-funded delivery subsidy, any Own-delivery fee, applied commission rate, Net Commission, 22% Commission VAT, Gross Commission Deduction and resulting merchant payout separately. ProntoMigo provides the corresponding commission tax documentation through the applicable invoicing process.

7.6 Taxes. You remain responsible for VAT and other fiscal obligations on your own sales, including the Own-delivery fee. Commission VAT charged by ProntoMigo is accounted for separately from ProntoMigo's net revenue. We may collect or report information where required by law, including DAC7 platform reporting where applicable.

7.7 Pro plan. The Base plan is free and needs no further contract. The Pro plan is available only when ProntoMigo offers it and a Device Contract is signed. If you sign the Rental Contract, the rent of EUR 9.90 + VAT per month and the other amounts set out in the Rental Contract are deducted from your payouts by set-off, without reducing a payout below the minimum payout amount, and are invoiced with VAT shown separately. No rent is due in months with at least 80 completed orders or in the other cases set out in the Rental Contract. If you sign the Free Loan Contract, the device is lent to you free of charge and no rent is ever due; only the amounts the Free Loan Contract sets for damage, theft, loss or non-return of the device are due, deducted from your payouts in the same way. A Device Contract applies only to Merchants who sign it.

When a customer places an order, you must review and accept or reject it promptly through the Dashboard. By accepting an order you commit to prepare it within the stated preparation time and make it available for Provider pickup or, for an Own-delivery order, deliver it as set out in Section 9A.

You agree to:

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

Repeated failure to accept orders, excessive cancellations after acceptance, or material preparation delays may trigger a documented remediation request or, after review, affect account eligibility or lead to suspension/termination under Sections 14 and 17. They are not undisclosed inputs to the current browse/search ordering.

Except for Own-delivery orders, which are governed by Section 9A, delivery from your premises to the customer is performed by independent Providers, not by ProntoMigo as carrier. You are responsible for timely order readiness at handoff.

You must:

• release orders only to the assigned Provider shown in the Dashboard or verified through platform procedures;
• ensure a safe handoff area and cooperate with pickup workflows, including letting the Provider photograph the closed order with its order number or receipt visible before collection (the photo is used as evidence under Section 15);
• not solicit customers to bypass the platform for orders originating through ProntoMigo.

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

9A.1 Activation. Own delivery is optional. ProntoMigo enables or disables it for your store from its admin tools, at your request or by agreement with you, and only after your store owner has accepted this version of the Agreement. While Own delivery is enabled, every delivery order of your store is an Own-delivery order and ProntoMigo does not assign a Provider to it; pickup orders are unaffected. You may ask ProntoMigo at info@prontomigo.com to switch your store back to delivery by Providers. A change of mode applies to new orders only; orders already placed are completed under the mode in force when they were placed.

9A.2 Delivery fee, distance and preparation time. ProntoMigo calculates the Own-delivery fee for each order from the road distance between your store and the delivery address, using the same standard delivery tariff and the same maximum distance of 10 km that apply to deliveries by Providers, and shows it to the customer before payment. Your free-delivery threshold and the promotions you fund apply to Own-delivery orders as they apply to other delivery orders. The customer sees your preparation time set in the Dashboard, not an arrival time; you must keep it realistic.

9A.3 Customer payment. The customer pays the Goods subtotal, the Own-delivery fee and ProntoMigo's customer service fee by card through the platform. You must not collect cash, a card payment or any other payment, surcharge or tip from the customer for an Own-delivery order. No tip is offered for Own-delivery orders. The customer's card is authorised when the order is placed and charged when you mark the order delivered in the Dashboard; if the order is cancelled before then, the authorisation is released and nothing is charged. The money flow is set out in Section 7.

9A.4 Responsibility for the delivery. You perform each Own-delivery order yourself, as your own service to the customer. ProntoMigo is not the carrier and does not perform, direct or supervise the delivery. You are solely responsible for:

• the persons who deliver for you, who are your employees or contractors and not Providers, and for their lawful engagement, pay, tax and social-security contributions, workplace-accident insurance and health-and-safety obligations;
• the vehicles used, their registration, roadworthiness and compulsory motor insurance, and compliance with road-traffic rules;
• holding and maintaining insurance adequate for the delivery activity, including third-party liability for damage caused to customers or third parties during delivery;
• food safety and hygiene in transit, including suitable containers and temperatures until handover to the customer;
• delivering promptly after preparation, to the delivery address of the order;
• delivering to the right person and, for age-restricted products, verifying legal age at handover where required by law;
• loss of, damage to, or delay in delivering the order from the moment it leaves your premises until handover to the customer.

9A.5 Marking the order delivered. Mark an Own-delivery order delivered in the Dashboard only after you have handed it over to the customer at the delivery address. Marking it delivered completes the order and charges the customer's card. You must not mark an order delivered before handover or leave it unattended. If you cannot reach the customer, contact ProntoMigo support before leaving the delivery address.

9A.6 No live tracking. ProntoMigo does not provide live tracking for Own-delivery orders and does not collect the location of your drivers. The customer sees the order status and your preparation time.

9A.7 Refunds and claims. Where a customer refund for an Own-delivery order is upheld under Section 15, the refunded goods amount and any refunded Own-delivery fee are deducted from your payout. You bear the cost of refunds and claims caused by late, missing, wrong, damaged or undelivered Own-delivery orders, except to the extent caused by ProntoMigo.

9A.8 Suspension. ProntoMigo may suspend Own delivery for your store, or switch it back to delivery by Providers, for repeated late or failed deliveries, upheld complaints, a safety or food-safety risk, misuse of customer data or another breach of this Section, under the procedure in Section 17.

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

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

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

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

You must:

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

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

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

Own-delivery orders. For an Own-delivery order the Dashboard also shows the customer's first name, telephone number, delivery address, the map coordinates of that address and the customer's delivery notes. They are shown while the order is open and until 2 hours after it is delivered, cancelled or refunded, and are then removed from the Dashboard. You may use them only to deliver that order and to contact the customer about it. You must not use them for marketing, profiling or any other order, and must not copy, export or keep them outside the platform beyond what the delivery strictly requires. Only the staff and drivers who deliver for you may see them, and you must bind them to confidentiality. For this delivery you process these data under your own responsibility as an independent controller.

You must:

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

While the account is active, authorised users can access the Merchant's own catalog, orders, statements, support and profile data through the Dashboard and may request an export where the interface does not provide one. After termination, operational access ends; ProntoMigo retains or provides data only as required for settlement, tax, legal claims and data-subject rights. Customer data is never a merchant marketing list supplied by ProntoMigo.

Our Privacy Policy explains ProntoMigo's processing. If you act as an independent controller for your own records, marketing or loyalty programme, you remain responsible for GDPR and Italian privacy law.

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

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

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

Current ranking parameters. Merchant eligibility, approved/active status and the customer's service area determine whether a store can appear. The browse list is then ordered alphabetically by merchant name with a stable identifier tie-breaker; customers may apply an open-now filter. Product search is ordered by text relevance, then product name. No paid placement, commission level, rating, acceptance rate or lawful complaint is an input to this current browse/search ordering.

We may separately review customer ratings, cancellations, preparation times, complaints, catalog accuracy, food-safety/compliance history, opening-hour reliability and fraud/safety signals for support, remediation, promotion eligibility or account enforcement. A future material change to the main ranking parameters will be reflected in the agreement or Dashboard disclosure before it takes effect where required.

You must maintain professional standards and cooperate with customer, food-safety or fraud investigations. Persistent quality failures, fraud indicators or breach may lead to remediation, temporary pause or suspension after human review, with reasons and challenge rights under Section 17.

15.1 Who pays for a refund. Customers can report a problem with a delivered order within 48 hours of delivery, per item. ProntoMigo decides each claim and charges the refund according to its cause:

• Charged to you: missing items, wrong items, poor-quality or wrongly prepared items, allergy or dietary mistakes, and items that were unavailable or wrongly described in your menu.
• Charged to ProntoMigo: items damaged in transit, orders that never arrived and late delivery, for orders delivered by a Provider.
• Own-delivery orders: you are the carrier, so damage in transit, non-delivery and late delivery are charged to you as set out in Section 9A.7.

A refund charged to you covers only the affected items, at the price the customer paid less that item's share of any discount, and is deducted from your payout or reversed from a transfer already made. Delivery fees, customer service fees and tips refunded to the customer are not charged to you, except a refunded Own-delivery fee under Section 9A.7. Where a card chargeback on your order is lost for a cause charged to you under this Section, the same applies.

15.2 Cancellations. If the customer cancels after you accept the order and before it is collected, you are paid your share of the goods as for a completed order. If you or ProntoMigo cancels the order, or you do not accept it in time, the customer receives a full refund and you are not paid for that order.

15.3 What you see. Each refund charged to you is shown in the Dashboard with the order, the items, the amount, the reason, the customer's photos and the Provider's pickup photo of that order. You see the pickup photo only inside a claim or dispute about your own order and may use it only to handle that claim or dispute.

15.4 Disputes. You may dispute a refund charged to you within 7 days of the refund, adding evidence such as photos, video, preparation records, POS logs or receipts. A person at ProntoMigo reviews the dispute and decides within 3 days. If the dispute is upheld, the refunded amount is paid back to you through your normal payout; the customer keeps the refund. One dispute is accepted per refund. Until disputes are available in the Dashboard, send them to support within the same 7 days. This does not limit the internal complaint-handling and mediation rights you have under Regulation (EU) 2019/1150.

15.5 Cooperation. You agree to cooperate with reasonable investigations. Unjustified refusal to remedy valid customer claims or abusive chargeback patterns may result in suspension and recovery of amounts owed to ProntoMigo or customers.

You must not:

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

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

You may stop using the platform by closing your merchant account after outstanding orders and amounts are resolved.

We may restrict or suspend specific services for material breach, fraud, food-safety risk, legal compulsion, expired authorisations, Stripe restriction, repeated quality failure or a material risk to customers, Providers or the platform. We will provide the factual reasons on or before the restriction takes effect unless law, a regulatory instruction, security, fraud prevention or another permitted exception prevents prior disclosure.

Where Regulation (EU) 2019/1150 applies, termination of the whole intermediation service is notified with reasons at least 30 days before it takes effect, except for a legal/regulatory obligation, imperative legal ground or a repeated breach that permits immediate termination. Non-material breaches receive a reasonable opportunity to remedy where appropriate. Urgent safety or fraud controls may take effect immediately and be reviewed afterwards.

You may challenge a restriction, suspension or termination at info@prontomigo.com. Upon termination, the catalog is removed; pending payouts remain subject to refunds, chargebacks, provider restrictions and lawful holds; and confidentiality/data-protection duties survive.

If you have signed a Device Contract, it ends when the Agreement ends and you must return the device within 15 days, as set out in the Device Contract; amounts due may be deducted from pending payouts.

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

You are responsible for claims arising from your products, premises, staff, regulatory non-compliance or breach of this Agreement, and from Own-delivery orders, including accidents, injury, damage or loss caused by your staff, drivers or vehicles during delivery. You agree to indemnify ProntoMigo against losses, fines and reasonable legal costs resulting from such claims, except to the extent caused by our wilful misconduct, gross negligence or liability that cannot lawfully be excluded.

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

We may update this Agreement for legal, security, operational or commercial reasons. Where Regulation (EU) 2019/1150 applies, proposed changes are provided on a durable medium at least 15 days before they take effect; a longer period is used where reasonable technical or commercial adaptations are required. The statutory exceptions for a legal/regulatory obligation or urgent unforeseen security/fraud risk remain available.

Changes apply prospectively from the stated date. Where express acceptance is required, we will request it. Otherwise, continued supply after the notice period may constitute acceptance to the extent permitted by law. If you do not agree, you may stop accepting new orders and terminate before the effective date; existing transactions retain the terms accepted for them unless mandatory law requires otherwise.

This B2B Agreement is governed by Italian law. For merchants established in Italy, the courts of Modena have exclusive jurisdiction, subject to any mandatory jurisdiction rule.

The former EU consumer ODR platform was discontinued on 20 July 2025 and did not provide a general B2B merchant forum. Before litigation, the parties may attempt good-faith negotiation through info@prontomigo.com or use mediation agreed by both parties, without delaying urgent relief or a mandatory filing deadline.

Official notices to ProntoMigo: info@prontomigo.com (general), 059 3970958, prontomigo@pec.it (PEC).

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

Notices to you are sent to the registered merchant email or Dashboard and take effect according to the delivery evidence and mandatory notice rules that apply; you must keep those contact details current.