Merchant Services Agreement

This Merchant Services Agreement (“Agreement”) governs the relationship between CHEQIT Innovations (Pty) Ltd (“CHEQIT”) and the merchant, business, provider, or authorised representative that registers for or uses the merchant-facing services of the CHEQIT platform (“Merchant”).

By completing onboarding, submitting merchant information, ticking an acceptance box, continuing account setup, or using any merchant-facing feature on the Platform, the Merchant agrees to be bound by this Agreement.

This Agreement is between:

• CHEQIT Innovations (Pty) Ltd, registration number 2023/268134/07; and
• the Merchant that accepts this Agreement and is identified during the onboarding or account-setup process.

This Agreement should be read together with CHEQIT’s General Terms and Conditions, Privacy Policy, and any onboarding form, fee schedule, or supplemental policy that CHEQIT provides to the Merchant.

Subject to this Agreement, CHEQIT may make available to the Merchant certain platform services, which may include:

• merchant account setup and profile management;
• listing, menu, offering, or service publication;
• booking, session, order, reservation, or lead-generation workflows;
• availability, schedule, or operating-time management;
• customer-facing presentation and discovery features;
• payment initiation, payment verification, refund processing support, and payout flows;
• notifications, receipts, fulfilment-code, and operational messaging tools;
• verification, KYC, compliance, or administrative review processes;
• other related platform or operational services made available by CHEQIT from time to time.

CHEQIT may modify, expand, reduce, suspend, or discontinue any part of the Platform or the CHEQIT services at any time, subject to applicable law and any express notice obligations in this Agreement.

• The Merchant must provide complete, accurate, and current onboarding information.
• CHEQIT may require identity verification, business verification, supporting documents, banking details, proof of address, proof of banking, business registration records, and any other KYC or compliance information reasonably required by CHEQIT or its service providers.
• CHEQIT may approve, reject, suspend, or delay merchant activation where CHEQIT reasonably considers this necessary for compliance, fraud prevention, legal risk, platform integrity, operational safety, or merchant-quality control.
• The Merchant warrants that the person accepting this Agreement has authority to bind the Merchant.
• The Merchant must keep all onboarding, KYC, and bank details accurate and up to date at all times.

The Merchant represents, warrants, and undertakes that it will:

• operate lawfully and maintain all licences, permits, registrations, approvals, and authorisations required for its business and offerings;
• provide accurate, current, and non-misleading information about itself, its offerings, pricing, business details, availability, locations, and service terms;
• honour confirmed orders, sessions, or bookings in a professional, timely, safe, and lawful manner, subject to legitimate operational constraints;
• maintain appropriate standards of quality, customer care, hygiene, safety, and lawful conduct applicable to its business;
• ensure that its staff, contractors, or representatives act lawfully and professionally in connection with customers obtained through the Platform;
• comply with applicable tax obligations and remain solely responsible for its own tax affairs unless the law specifically requires otherwise;
• respond reasonably and promptly to customer issues, complaints, and merchant-side fulfilment matters;
• not use the Platform to sell unlawful, prohibited, unsafe, or unauthorised goods or services;
• not misuse customer data, platform tools, or payment workflows;
• not circumvent CHEQIT’s payment system for Platform-generated transactions unless CHEQIT expressly permits this in writing;
• not engage in fraud, false advertising, charge manipulation, review manipulation, or abusive conduct.

The Merchant grants CHEQIT a non-exclusive, worldwide, royalty-free licence during the term of this Agreement to host, store, reproduce, adapt, publish, display, distribute, and use Merchant Content for the purpose of operating, promoting, improving, and administering the Platform and the Merchant’s presence on it.

• The Merchant warrants that it has the right to provide Merchant Content and that the content does not infringe third-party rights or violate law.
• CHEQIT may crop, resize, format, translate, adapt, or otherwise process Merchant Content as reasonably necessary for platform presentation and operation.
• CHEQIT may remove or reject Merchant Content where CHEQIT reasonably considers that necessary for compliance, safety, quality, brand integrity, legal risk, or platform operation.

Unless CHEQIT agrees otherwise in writing, the following commercial structure applies to the Merchant at launch.

All fees are exclusive of VAT unless expressly stated otherwise. CHEQIT may introduce or amend platform fees, packages, or commercial structures in future by giving notice in accordance with this Agreement and applicable law.

The Merchant remains responsible for its own business costs, tax obligations, staffing costs, and compliance costs unless this Agreement expressly states otherwise.

• CHEQIT may facilitate customer payments through designated third-party payment providers used by CHEQIT from time to time.
• The Merchant authorises CHEQIT to receive, route, reconcile, deduct, hold, apply, and settle funds in accordance with this Agreement, the applicable payment workflow, and the requirements of CHEQIT’s payment partners.
• Net Payouts may be settled to the Merchant’s nominated bank account after deduction of transaction fees, platform fees, refunds, reversals, offsets, reserves, chargebacks, Merchant Debt, and any other amounts lawfully due to CHEQIT.
• Launch settlement timing is generally targeted at 1–3 business days after the relevant payment clears, but actual timing may vary based on payment-provider timelines, weekends, fraud review, compliance review, reserves, refunds, or operational factors.
• CHEQIT may delay or withhold settlement where reasonably necessary for fraud prevention, dispute review, incomplete onboarding, KYC review, regulatory compliance, technical investigation, reserve management, or unpaid Merchant Debt.

Where a refund is issued because of a Merchant-initiated cancellation, merchant error, non-fulfilment, or another merchant-responsible event, CHEQIT may recover the relevant amount from the Merchant.

• If CHEQIT refunds a customer first and the Merchant’s payout has not yet been reduced accordingly, the refunded amount may become Merchant Debt owed to CHEQIT.
• Merchant Debt may include the refunded customer amount, the recovery of previously allocated fees, payment-provider costs, a merchant cancellation fee, or other transaction-linked costs incurred by CHEQIT.
• CHEQIT may recover Merchant Debt by setting it off against future payouts, balances, credits, or other amounts owed to the Merchant.
• CHEQIT may maintain internal records or ledgers tracking Merchant Debt, recoveries, allocations, offsets, and outstanding balances.
• The Merchant authorises CHEQIT to apply future transaction proceeds associated with the Merchant’s relevant profile, account, or payout structure to reduce outstanding Merchant Debt.
• If future payout offsets are insufficient, CHEQIT may require direct payment by the Merchant and may suspend or restrict the Merchant until the balance is resolved.

• The Merchant bears responsibility for chargebacks, reversals, refund claims, or payment disputes arising from merchant-side non-fulfilment, misrepresentation, poor service, fraud, or other merchant-responsible events.
• CHEQIT may deduct or recover chargeback amounts, reversal amounts, fees, penalties, and related losses from future payouts or otherwise from the Merchant.
• The Merchant must cooperate promptly in relation to payment disputes, including providing records, proof of fulfilment, customer communications, and other supporting information reasonably requested by CHEQIT or its payment partners.

• The Merchant remains the first-line service provider for its own offerings and is responsible for merchant-side customer service, merchant-side complaint handling, and fulfilment quality.
• The Merchant must respond promptly and professionally to customer concerns relating to its own goods or services.
• CHEQIT may facilitate communications, complaint intake, or payment-related reviews, but CHEQIT does not become responsible for the Merchant’s underlying service obligations by doing so.
• Where a customer issue affects payment, fraud, or platform integrity, CHEQIT may investigate and take action under this Agreement.

Each party must comply with applicable data protection laws, including the Protection of Personal Information Act, 2013 (POPIA), to the extent it applies.

CHEQIT remains responsible for the personal information it processes for its own platform, account, operational, security, compliance, support, and financial purposes.

To the extent CHEQIT provides customer order, booking, scheduling, or contact information to the Merchant for the purpose of enabling fulfilment of the Merchant’s offering, the Merchant must:

• use that information only for lawful and necessary fulfilment, customer service, compliance, or related purposes connected to the transaction;
• protect the information using reasonable safeguards;
• not sell, misuse, or unlawfully repurpose the information;
• not contact customers for unrelated marketing unless lawfully permitted and properly consented where required;
• cooperate with CHEQIT in handling privacy, complaint, or security issues affecting shared data.

Where the parties intend CHEQIT to process certain customer fulfilment information on the Merchant’s behalf, they will do so subject to CHEQIT’s platform role, this Agreement, and any further data-protection instructions or addenda that CHEQIT may require.

• Each party must keep confidential any non-public business, technical, commercial, security, or customer information received from the other party and use it only for the purposes of this Agreement.
• This obligation does not apply to information that is already public, lawfully obtained from another source, independently developed, or required to be disclosed by law.
• The Merchant must treat payout data, platform controls, internal risk reviews, and non-public customer or business information as confidential.

• CHEQIT and its licensors retain all rights, title, and interest in the Platform and related intellectual property.
• Except for the limited rights expressly granted in this Agreement, the Merchant receives no ownership rights in the Platform.
• The Merchant may use the Platform only for its intended business purpose and subject to this Agreement.

The Merchant represents and warrants that:

• it has the full right, power, and authority to enter into and perform this Agreement;
• the information and documentation it submits are accurate, current, and not misleading;
• its goods, services, and business operations are lawful and comply with all applicable laws and industry requirements;
• its Merchant Content does not infringe intellectual property, personality, or other rights of third parties;
• it will not engage in fraud, deceptive conduct, unlawful discrimination, or unsafe or prohibited conduct through the Platform.

Except as expressly set out in this Agreement, CHEQIT provides the Platform on an ‘as is’ and ‘as available’ basis to the maximum extent permitted by law.

• CHEQIT may suspend, restrict, reject, remove, or terminate the Merchant, any merchant profile, any offering, any payout capability, or any feature where CHEQIT reasonably considers this necessary for legal compliance, fraud prevention, platform integrity, security, service quality, KYC review, dispute review, unpaid Merchant Debt, or protection of customers or CHEQIT.
• CHEQIT may also temporarily hold, delay, or condition payouts while a relevant review is ongoing.
• A suspension or restriction may be applied immediately where CHEQIT reasonably considers the risk material or urgent.

• This Agreement begins when the Merchant accepts it and continues until terminated.
• Either party may terminate this Agreement on written notice if the other party commits a material breach and fails to remedy that breach within the period specified in a valid written notice, where such remedy period is appropriate.
• CHEQIT may terminate or suspend this Agreement immediately where it reasonably considers immediate action necessary for fraud prevention, legal compliance, platform integrity, operational safety, or serious breach.
• CHEQIT may also terminate the Merchant relationship on notice for convenience, subject to applicable law and any commercial commitments already expressly agreed in writing.
• The Merchant remains liable for all obligations accrued before termination, including fees, chargebacks, offsets, refunds, Merchant Debt, confidentiality obligations, and surviving payment or dispute responsibilities.

• On termination, CHEQIT may remove or disable the Merchant’s listings, access, and merchant tools.
• Pending transactions, payout holds, chargebacks, refunds, disputes, reserves, and Merchant Debt may continue to be administered after termination.
• CHEQIT may retain records as required for legal, tax, audit, fraud-prevention, security, or recordkeeping purposes.
• Any licence granted to CHEQIT to use Merchant Content may continue to the extent reasonably necessary to complete outstanding transactions, address complaints, retain records, or meet legal obligations.

To the maximum extent permitted by law, the Merchant agrees to indemnify and hold harmless CHEQIT, its affiliates, officers, employees, contractors, licensors, payment partners, and service providers from and against claims, losses, liabilities, damages, penalties, costs, and expenses (including reasonable legal fees) arising from or connected with:

• the Merchant’s breach of this Agreement;
• the Merchant’s goods, services, business operations, staff conduct, or fulfilment failures;
• injury, loss, food safety, product quality, allergen, licensing, compliance, or service-quality claims arising from the Merchant;
• the Merchant’s infringement of third-party rights;
• fraud, misrepresentation, or unlawful conduct by the Merchant or its representatives.

To the maximum extent permitted by law, CHEQIT will not be liable for indirect, incidental, special, punitive, or consequential damages, or for loss of profit, loss of goodwill, loss of business opportunity, or loss of data arising from this Agreement or the Platform.

To the maximum extent permitted by law, CHEQIT’s aggregate liability under this Agreement will not exceed the total fees actually received by CHEQIT from the Merchant in the six months preceding the event giving rise to the claim, or such higher amount as may be required by applicable law.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited under applicable law.

• The Merchant is an independent contractor and not an employee, partner, franchisee, joint venturer, or agent of CHEQIT unless CHEQIT expressly agrees otherwise in writing.
• Nothing in this Agreement authorises the Merchant to bind CHEQIT, make representations on CHEQIT’s behalf, or incur obligations in CHEQIT’s name.

CHEQIT may send notices to the Merchant electronically, including by email, in-product notice, or another contact method reasonably associated with the Merchant account.

The Merchant must keep its notice, support, legal, and operational contact details current.

• This Agreement is governed by the laws of the Republic of South Africa.
• If any provision of this Agreement is held invalid or unenforceable, the remainder will remain in effect to the extent possible.
• CHEQIT’s failure to enforce any provision is not a waiver of its rights.
• The Merchant may not cede, assign, or transfer this Agreement without CHEQIT’s prior written consent.
• CHEQIT may assign or transfer this Agreement in connection with a restructuring, financing, sale, merger, or platform reorganisation.
• This Agreement, together with CHEQIT’s referenced policies and any supplemental documents expressly incorporated, forms the agreement between CHEQIT and the Merchant regarding the merchant services.