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: 20% for restaurant/fast-food delivery, 10% for grocery/supermarket delivery, and 8% for pickup in either category, as further described in Section 7.
• 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.
• Dashboard: the merchant web application used to manage catalog, hours, orders, earnings and support.

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 Category and fulfilment Net Commission. ProntoMigo charges Net Commission on the Goods subtotal of completed Marketplace sales at these fixed rates: 20% (twenty per cent) for restaurant and fast-food delivery, 10% (ten per cent) for grocery and supermarket delivery, and 8% (eight per cent) for pickup orders in either category. The Goods subtotal used as the commission base is the product value before order-level merchant promotions, delivery charges, customer service fees and tips.

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: 24.4% of the Goods subtotal for restaurant/fast-food delivery, 12.2% for grocery/supermarket delivery, and 9.76% for pickup in either category, 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. No Stripe processing fee is deducted from your payout under this version of the Agreement.

7.5 Statements and tax documents. The Dashboard statement identifies the Goods subtotal, merchant-funded product promotion, merchant-funded delivery subsidy, 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. 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.

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.

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.

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;
• 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.

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;
• 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.

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.

Refunds to customers for missing items, incorrect orders, quality defects or lawful cancellations may be initiated through platform support workflows. You agree to cooperate with reasonable investigations and accept adjustments to your payout where a refund or chargeback is upheld.

If you dispute a refund decision, you must provide evidence (photos, preparation records, POS logs) within the timeframe we specify.

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.

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. 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.