Merchant Terms & Conditions

Preamble

These Merchant Terms & Conditions (the "Agreement") are entered into between Mizan Meals, a Qatari-owned company headquartered in Doha, Qatar ("Mizan Meals", "we", "us", or "our"), and the restaurant, kitchen, food production facility, or other food-service business that has signed up to list its meals on the Mizan Meals platform (the "Merchant", "you", or "your"). Mizan Meals and the Merchant are each a "Party" and collectively the "Parties".

By signing the Merchant Onboarding Form, accepting these terms electronically, or otherwise commencing the supply of meals to Mizan Meals customers ("Customers") through the Mizan Meals platform, the Merchant agrees to be bound by this Agreement.

1. Definitions

• "Platform" means the Mizan Meals mobile applications (iOS and Android), website, admin dashboard, driver application, and any related back-office tools operated by Mizan Meals.
• "Customer" means any end user who creates an account on the Platform and subscribes to a meal plan.
• "Order" means any meal, set of meals, or daily delivery generated through a Customer's subscription that is allocated to the Merchant for preparation.
• "Menu Item" means any meal, snack, drink, or other product that the Merchant has made available on the Platform.
• "Commission" means the percentage of the Net Sale Price retained by Mizan Meals on each Order, as defined in Section 5 and the Merchant Onboarding Form.
• "Net Sale Price" means the price paid by the Customer for a Menu Item, excluding VAT and any delivery, packaging, or service fees billed separately.
• "Delivery Partner" means any third-party logistics provider engaged by Mizan Meals or by the Merchant to deliver Orders to Customers.

2. Engagement and Scope

Mizan Meals operates a meal-subscription platform that aggregates meals from independent partner restaurants and delivers them to Customers in Qatar. The Merchant agrees to make a selection of its Menu Items available exclusively through the Platform on a non-exclusive basis (unless otherwise agreed in writing on the Onboarding Form), and Mizan Meals agrees to market, sell, and process subscriptions for those Menu Items in accordance with this Agreement.

Nothing in this Agreement creates a partnership, joint venture, employer–employee relationship, or franchise between the Parties. Each Party is an independent contractor and is responsible for its own staff, premises, taxes, and compliance.

3. Onboarding and Menu Setup

The Merchant shall, at its own cost, provide Mizan Meals with all information required to list its Menu Items on the Platform, including:

• A trade licence and any food-service permits required to operate legally in Qatar.
• Bank account details and a valid VAT/tax registration certificate (where applicable).
• Full menu information for each Menu Item: name (English and Arabic), description, ingredients, allergen profile, macros (calories, protein, carbohydrates, fat), portion size, and pricing.
• High-quality photography for each Menu Item that the Merchant warrants it has the right to use.
• Operating hours, daily production capacity, and lead-time requirements.

The Merchant is responsible for keeping all listed information accurate at all times. Mizan Meals reserves the right to remove, suspend, or edit any Menu Item that does not comply with applicable law, the Platform's quality standards, or this Agreement.

4. Merchant Obligations

The Merchant shall, at all times during the term of this Agreement:

• Hold and maintain all licences, permits, and approvals required by Qatari law to prepare and supply food, including approvals from the Ministry of Public Health and the relevant municipality.
• Comply with all applicable food-safety, hygiene, labour, and consumer-protection laws in Qatar.
• Prepare each Order in accordance with the Customer's selections, including macros, portion size, allergens, and dislikes communicated by Mizan Meals.
• Use only fresh, fit-for-consumption ingredients and adhere to HACCP-equivalent food-safety practices.
• Pack each Order in tamper-evident, food-safe, microwave-friendly packaging that preserves the meal's quality during delivery and meets any branding standards set by Mizan Meals.
• Hand over Orders to the Delivery Partner at the agreed pick-up time and in the agreed condition.
• Promptly notify Mizan Meals of any change to ingredients, suppliers, or preparation methods that may materially affect Menu Item information already on the Platform.
• Keep all consumer and Customer data received through the Platform strictly confidential and use it only to fulfil Orders.

5. Commercial Terms and Commission

In consideration of the services provided by Mizan Meals (including marketing, customer acquisition, subscription management, payment processing, customer support, and platform technology), Mizan Meals shall be entitled to retain a commission on each Order fulfilled by the Merchant (the "Commission").

The Commission shall be calculated as a percentage of the Net Sale Price of each Order, in accordance with the agreed commission rate set out in the Merchant Onboarding Form (or any subsequent written addendum signed by both Parties).

• The Commission rate shall be applied to all Orders generated through the Platform.
• Where the Merchant participates in a promotion, discount campaign, or loyalty offer agreed with Mizan Meals, the Commission shall be applied to the Net Sale Price actually paid by the Customer, unless otherwise agreed in writing.
• The Commission rate may be revised from time to time by mutual written agreement of the Parties.

All amounts in this Agreement are in Qatari Riyal (QAR) unless stated otherwise. All Commissions are exclusive of VAT, which shall be applied where required by Qatari law.

6. Payments and Settlement

Mizan Meals collects all amounts due from Customers directly through its payment processors. The Merchant authorises Mizan Meals to act as its limited collection agent solely for the purpose of receiving Customer payments on behalf of the Merchant.

Settlement to the Merchant shall take place on a recurring cycle (typically bi-weekly or monthly, as set out in the Onboarding Form). Each settlement shall be accompanied by a statement showing:

• The number and value of Orders fulfilled during the settlement period.
• The total Net Sale Price collected on the Merchant's behalf.
• The Commission retained by Mizan Meals (calculated in accordance with Section 5).
• Any chargebacks, refunds, or deductions made under Sections 9 or 12.
• Any applicable VAT or other tax adjustments.
• The net amount payable to the Merchant.

Settlements shall be transferred to the Merchant's nominated Qatari bank account by bank transfer. Bank charges incurred for transfers within Qatar shall be borne by Mizan Meals; international transfer fees, if any, shall be borne by the Merchant.

If the Merchant disputes any line item on a settlement statement, it shall notify Mizan Meals in writing within fourteen (14) days of the statement date. After this period, the statement shall be deemed accepted.

7. Order Fulfilment and Quality Standards

The Merchant agrees to fulfil Orders in accordance with the operational standards published in the Mizan Meals partner handbook, as updated from time to time, and at minimum:

• Maintain an Order acceptance rate of at least 98% during agreed operating hours.
• Prepare each meal so that its macros are within ±10% of the values listed on the Platform.
• Maintain an on-time pick-up rate of at least 95%.
• Ensure meals are at safe holding temperatures at the point of hand-over to the Delivery Partner.
• Avoid out-of-stock situations by communicating planned changes at least 48 hours in advance.

Mizan Meals reserves the right to conduct quality audits, taste tests, mystery orders, and on-site visits during normal business hours, with reasonable notice, to verify compliance with these standards.

8. Food Safety, Allergens, and Packaging

The Merchant shall comply with all food-safety regulations applicable in Qatar and shall be solely responsible for the safety, quality, and accuracy of every meal it prepares.

• The Merchant shall accurately disclose all allergens present in each Menu Item, including any potential cross-contact in shared kitchens.
• The Merchant shall not substitute ingredients without first updating the Platform; any unavoidable substitutions must be communicated to Mizan Meals immediately.
• Packaging used for Orders shall be food-grade, leak-resistant, tamper-evident, and labelled with the Menu Item name, preparation date, and any required allergen warnings.
• Where Mizan Meals provides branded packaging or labels, the Merchant shall use them only for Orders generated through the Platform and shall return any unused stock at the end of the Agreement.

9. Pricing, Promotions, and Customer Refunds

The Merchant shall set its base prices for Menu Items in agreement with Mizan Meals. Once published on the Platform, prices shall not be changed without at least seven (7) days' written notice. Promotional pricing requires written consent from both Parties.

Where a Customer requests a refund, replacement, or credit due to an issue caused by the Merchant (including but not limited to incorrect items, missing items, foreign objects in the meal, late preparation, food-safety incidents, or material deviation from listed macros or ingredients), Mizan Meals may, at its discretion, issue the Customer a refund or credit and offset the corresponding amount against the Merchant's next settlement.

Where a refund or replacement is required for reasons not attributable to the Merchant (for example, Customer error or third-party delivery failure), the cost shall be borne by Mizan Meals.

10. Delivery and Logistics

Delivery to the end Customer is arranged by Mizan Meals through one or more Delivery Partners. The Merchant is responsible for all activity up to and including hand-over of each Order to the Delivery Partner at the agreed pick-up location and time.

Risk of loss in respect of an Order shall pass from the Merchant to Mizan Meals (or its Delivery Partner) at the moment of hand-over. Until that moment, the Merchant bears full responsibility for the safe storage and quality of the meal.

11. Brand and Marketing

The Merchant grants Mizan Meals a non-exclusive, royalty-free, revocable licence to use the Merchant's trade name, logo, photography, and Menu Item descriptions on the Platform and in marketing materials (including in-app, web, social media, and offline campaigns) for the purpose of promoting the Platform and the Merchant's Menu Items.

Mizan Meals shall use the Merchant's brand assets in good faith and consistent with the Merchant's brand guidelines where provided. The Merchant may not use the Mizan Meals name, logo, or marks except with prior written consent and in accordance with any brand guidelines we provide.

Each Party shall retain full ownership of its respective intellectual property. Nothing in this Agreement transfers any intellectual property right between the Parties.

12. Data Protection and Confidentiality

Each Party shall handle personal data of Customers and any confidential information of the other Party in accordance with applicable Qatari laws on data protection and privacy.

The Merchant shall:

• Use Customer data (such as name, address, phone number, dietary preferences, and order history) solely for the purpose of fulfilling Orders.
• Not contact Customers directly to solicit business outside the Platform, run independent marketing, or attempt to convert them to a direct relationship.
• Implement reasonable technical and organisational measures to protect Customer and Mizan Meals data from unauthorised access, loss, or disclosure.
• Notify Mizan Meals without undue delay (and within 48 hours) of becoming aware of any actual or suspected security incident affecting Customer data.

All commercial terms (including the Commission, settlement schedules, and any pricing schedules), the Mizan Meals partner handbook, technical know-how, and any other non-public information disclosed by one Party to the other shall be treated as confidential and not disclosed to any third party except as strictly required by law or to professional advisors bound by equivalent confidentiality obligations.

13. Exclusivity and Non-Circumvention

Unless expressly agreed otherwise in the Onboarding Form, this Agreement is non-exclusive. Each Party may engage with other partners, customers, and platforms.

However, during the term and for twelve (12) months after termination, the Merchant agrees not to (directly or indirectly) solicit, contact, or attempt to enter into a private, off-platform commercial relationship with any Customer that the Merchant became aware of through the Platform, except where such Customer was already a customer of the Merchant before this Agreement.

14. Term and Termination

This Agreement commences on the date the Merchant is activated on the Platform and continues until terminated in accordance with this Section.

Either Party may terminate this Agreement for convenience by giving the other Party at least thirty (30) days' written notice.

Either Party may terminate this Agreement immediately by written notice if the other Party:

• Materially breaches this Agreement and fails to remedy the breach within fifteen (15) days of receiving written notice;
• Becomes insolvent, enters into administration, ceases trading, or has a winding-up order made against it;
• Engages in fraud, wilful misconduct, or any act that materially damages the reputation of the other Party;
• Loses any licence or permit required to operate its business in Qatar.

On termination, the Merchant shall fulfil any Orders already accepted unless otherwise agreed in writing. Mizan Meals shall settle all amounts properly due to the Merchant in accordance with Section 6, less any deductions permitted under this Agreement. Sections relating to confidentiality, data protection, indemnification, limitation of liability, intellectual property, and governing law shall survive termination.

15. Indemnification

The Merchant shall indemnify, defend, and hold harmless Mizan Meals, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, losses, damages, fines, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Any breach by the Merchant of this Agreement or of any applicable law or regulation;
• Any food-safety incident, foreign object, contamination, allergic reaction, or illness alleged to have been caused by a meal prepared by the Merchant;
• Any infringement of third-party intellectual property or other rights by the Merchant's brand assets, recipes, or content provided to Mizan Meals;
• Any claim by an employee or contractor of the Merchant relating to their employment or engagement.

16. Limitation of Liability

Subject to applicable law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profit, revenue, business opportunity, or goodwill.

Mizan Meals' aggregate liability under or in connection with this Agreement shall not exceed the total Commissions retained by Mizan Meals from Orders fulfilled by the Merchant during the three (3) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability for fraud, wilful misconduct, gross negligence, or any liability that cannot be excluded by Qatari law.

17. Insurance

The Merchant shall maintain, at its own cost, adequate insurance cover for its business, including general liability and product liability insurance appropriate to a food-service operation in Qatar. The Merchant shall provide evidence of such insurance on request.

18. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, severe weather, pandemics, war, civil unrest, government actions, internet or telecommunications outages, or third-party failures.

19. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Qatar. The Parties shall first attempt to resolve any dispute amicably. Any dispute that cannot be resolved within thirty (30) days shall be subject to the exclusive jurisdiction of the courts of Qatar.

20. Miscellaneous

• Notices: All formal notices shall be given in writing by email to the addresses on the Onboarding Form, or by registered post.
• Assignment: The Merchant may not assign this Agreement without the prior written consent of Mizan Meals. Mizan Meals may assign this Agreement to an affiliate or successor entity.
• Entire Agreement: This Agreement, together with the Onboarding Form and any written addenda, constitutes the entire agreement between the Parties and supersedes all prior discussions and understandings.
• Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• No Waiver: A failure or delay in exercising any right under this Agreement shall not operate as a waiver of that right.
• Amendments: Mizan Meals may update this Agreement from time to time. Material changes will be notified to the Merchant in writing at least thirty (30) days in advance and will take effect upon the Merchant's next acceptance or continued use of the Platform.

21. Contact

For any matter relating to this Agreement, the Merchant may contact Mizan Meals at support@mizanmeals.app or call +974 5538 8852. Operational support is available via the partner channel set up during onboarding.