General Terms and Conditions — Merchants

Miamgo · pro.miamgo.shop — Version 2.5

Preamble

These merchant general terms and conditions (the "Merchant GTC") govern the relationship between Stéphane Decor, Spalenring 63, 4055 Basel (operating the "Miamgo" service, hereinafter "Miamgo") and any partner business listed on the Platform (pro.miamgo.shop) (the "Merchant"). "Miamgo" is a trade name; it does not designate a separate legal entity. These terms are supplemented, where applicable, by a specific agreement (in particular the Pilot Merchant Agreement).

Art. 1 — Purpose

Miamgo makes available to the Merchant an order-taking and collection platform (click & collect) and a payment collection service. The Merchant uses these services to offer and sell its Products to Customers. Capitalised terms have the meaning given to them in the Customer GTC (art. 3).

Art. 2 — Nature of the relationship (intermediary and collection agent)

Miamgo acts as a technical provider and as the Merchant's collection agent (art. 394 et seq. CO (Swiss Code of Obligations)), in the name and on behalf of the latter. The contract of sale is concluded between the Merchant and the Customer; the Merchant remains the seller and the party responsible for the Products.

Each party acts in its own name and on its own behalf. These terms create neither a simple partnership, nor a de facto partnership, nor an employment relationship between them.

Art. 2 bis — Holding of funds and regulatory framework

Collection is carried out through a regulated payment institution (Stripe). Customers' funds are held in the balance of the Merchant's Stripe Connect account; at no time does Miamgo receive these funds into its own accounts, nor does it acquire free disposal of them. Miamgo thus carries out neither banking activity (acceptance of deposits) nor a fund-transfer service for its own account.

Art. 3 — Registration, verification and eligibility

Access is reserved for businesses established in Switzerland (Swiss registered seat, Swiss IBAN, +41 telephone number, collection locations in Switzerland), operating in Swiss francs. The Merchant provides accurate and up-to-date information and demonstrates the authorisations necessary for its activity (licence, operating permits, health compliance).

Identity and legality verification (KYC for individuals, KYB for businesses) is delegated to the Payment provider (Stripe): Miamgo neither collects nor retains any identity document. Collection requires the opening and maintenance of a Stripe Connect (Express) account in the Merchant's name. Customer-side visibility depends on validation by Stripe and on the completeness of the content (products, location, opening hours, mandatory information).

Art. 4 — Catalogue, prices and availability

The Merchant freely sets its prices (incl. VAT) and composes its offering. It keeps availability up to date and defines its opening hours, its Order Window (cut-off) and its Collection Window. The Merchant is responsible for the accuracy of the information displayed (descriptions, allergens, origin, prices).

Art. 5 — Commission and VAT

Miamgo charges a commission of 8 % of the tax-inclusive amount of each Order, plus a fixed component of CHF 0.30 per Order ("hybrid pricing"; launch rate, revisable under art. 7). The fixed component passes through the fixed processing cost per transaction. The commission remunerates the marketplace services (connection, catalogue, order management, collection tool, payment collection, support); it does not remunerate a standalone payment service. It is deducted by set-off upon remittance (art. 6).

VAT. At present, the operator is not liable for VAT (relevant turnover below CHF 100'000, art. 10 VAT Act (LTVA)); the commission is therefore invoiced without VAT. The VAT treatment of sales made via the Platform follows the VAT Act, including platform taxation (art. 20a VAT Act); in this respect, the turnover that may be attributed to the operator is taken into account for its tax liability. The operator monitors this threshold and, if it becomes liable, adapts invoicing (statement / self-billing) accordingly.

Art. 6 — Collection and remittance (matured amounts)

Collection is carried out through Stripe Connect; the funds are held in the Merchant's Stripe balance (art. 2 bis). Miamgo triggers the payout to the Merchant's bank account for matured amounts.

An amount has matured when, cumulatively: (i) performance has taken place (Order collected, or not collected = no-show); (ii) the 24-hour complaint period after the end of the time slot has elapsed; (iii) no complaint or dispute is open; and (iv) the Merchant is in good standing (active account).

The payout comprises: amount collected − refunds − commission. A refund occurring before the payout reduces it accordingly; any open complaint suspends the payout of the amounts concerned until resolution. Amounts are calculated in centimes, with transparency as to the fees actually incurred.

Counter sale. A counter sale means a sale in which payment is made on site, at the time of hand-over, without a collection token. For such a sale, performance is deemed to have taken place upon collection of the payment and no complaint period runs. An amount has matured once, cumulatively: (i) the payment has been collected and confirmed by the payment institution; (ii) no complaint or dispute is open; and (iii) the Merchant is in good standing (active account). The payout remains subject to the funds actually being made available by the payment institution, whose timeframes are independent of Miamgo. Maturity does not put an end to the Merchant's exposure to bank disputes, which remain governed by art. 8 bis, including after payout. This paragraph governs the maturity of the amounts owed to the Merchant; it does not restrict the Customer's rights in the event of a defect (art. 197 et seq. CO).

Art. 7 — Price revision (60 days' notice)

Miamgo may revise the commission rate or the fees subject to sixty (60) days' written notice. A Merchant who does not accept the revision may terminate free of charge with effect no later than the date the new tariff enters into force. Failing termination within this period, the new tariff is deemed accepted. This clause aims at a fair rebalancing, leaving the Merchant a genuine way out.

Art. 8 — Cancellations, refunds and re-invoicing (MerchantDebit)

Cancellation by the Merchant (unavailability): the Customer is refunded in full. Miamgo carries out the refund through the Payment provider (reverse transfer + refund of the commission). The processing fees actually incurred (read from the Payment provider's balance transaction / BalanceTransaction) are re-invoiced to the Merchant as a debit (MerchantDebit) at actual cost, without markup.

Miamgo never charges any arbitrary or unjustified flat-rate amount through the Payment provider; only actual fees are passed through.

Non-collection (no-show) of an Order that has been paid for and is ready: no refund to the Customer; the amount is remitted to the Merchant, net of commission.

Art. 8 bis — Bank disputes (chargebacks)

8 bis.1 — Debit of the Merchant. In the event that a Customer disputes a payment with their bank (chargeback), the disputed amount and the associated fees are debited from the Merchant, including where the sale has already been paid out to its bank account. Recovery is effected by set-off against subsequent payouts and, if necessary, by direct debit from the Merchant's account. A dispute may arise several months after the sale; the Merchant is informed of it and may provide evidence to contest it.

8 bis.2 — Reserve. Miamgo may apply a temporary reserve on the payouts of a Merchant exhibiting an abnormal loss rate, in accordance with notified terms.

8 bis.3 — Dispute fees. In addition to the disputed amount, the dispute fees actually incurred by Miamgo with the payment institution, including the fixed dispute fee (currently in the region of CHF 20.–), may be re-invoiced to the Merchant at actual cost, without markup, by way of reimbursement of expenses (and not as a contractual penalty) (art. 402 CO). If this fee is subsequently reimbursed to Miamgo (in particular where the dispute is resolved favourably), it is re-credited to the Merchant (art. 400 CO).

During the pilot phase, Miamgo waives re-invoicing of this dispute fee; this tolerance does not constitute a waiver for the future, and Miamgo may activate it subject to prior notification (notice aligned with art. 7).

Art. 9 — Merchant's obligations relating to the Products

The Merchant guarantees the quality, food safety (Foodstuffs Act (LDAl)), hygiene (Foodstuffs Ordinance (ODAlOUs)), allergen information and conformity of the Products, as well as the holding of the required authorisations (federal, cantonal, municipal). It bears the warranty for defects (art. 197 et seq. CO) towards the Customer.

The Merchant declares that it holds all the required authorisations, undertakes to withdraw its offerings if it loses one, and holds Miamgo harmless from any claim by Customers, third parties or authorities arising from the Products or from non-compliance with the standards incumbent upon it. Upon a report from an authority or a credible third party, Miamgo may immediately suspend the offering concerned; reactivation requires rectification.

In the event of a complaint by a Customer (art. 12 of the Customer GTC), the Merchant responds to it within 48 hours; failing agreement, Miamgo arbitrates and issues a reasoned decision, which may give rise to a full or partial refund to the Customer.

Art. 10 — Miamgo's obligations

Miamgo provides the Platform (best-efforts obligation), the payment collection service, first-level support and transparency of amounts. It implements appropriate security measures and endeavours to ensure reasonable availability, without guaranteeing uninterrupted access.

Art. 11 — Liability

Miamgo is not responsible for the Products or their preparation. Its liability is limited to direct damage, gross negligence and wilful misconduct being reserved (art. 100 CO). The Merchant bears responsibility for its sales activity and for the conformity of its Products.

Art. 12 — VAT and the Merchant's tax obligations

The Merchant is solely responsible for its tax and social-security obligations (VAT, taxes, social insurance) and provides an accurate, up-to-date VAT profile. Miamgo may inform it when its sales approach the statutory thresholds (in particular CHF 100'000 in turnover), without this relieving the Merchant of its own assessment of its tax liability. The VAT treatment of the relationship follows the VAT Act (see art. 5; platform taxation, art. 20a VAT Act).

Art. 13 — Data protection

Each party is responsible for the processing carried out for its own purposes and complies with the revised Federal Act on Data Protection (FADP, SR 235.1). The Merchant uses Customers' data solely for the performance of Orders. For the processing that Miamgo carries out on behalf of the Merchant, a processor relationship (art. 9 FADP) applies; the parties conclude, where applicable, a data processing addendum (DPA). For the remainder, Miamgo's Privacy Policy applies.

Art. 14 — Trademark and intellectual property

The Merchant authorises Miamgo to use its name, logo and visuals for the sole purpose of presenting and marketing its offering on the Platform. Each party retains its intellectual property rights. No assignment is effected.

Art. 15 — Term and termination

The contract is concluded for an indefinite term. Either party may terminate it subject to thirty (30) days' notice, without prejudice to Orders in progress or to matured amounts, which are settled. Since the collection mandate is revocable at any time (art. 404 CO), termination at an inopportune time gives rise to liability for damages within the limits of that provision. Immediate termination for good cause is reserved. Subsequent bank disputes remain governed by art. 8 bis.

Art. 16 — Honourable exit (good faith)

In the event of cessation, the parties ensure a fair transition: Orders in progress are honoured, matured amounts are remitted, data is returned or anonymised, and no disproportionate penalty is applied.

Art. 17 — Amendment of the Merchant GTC

Amendments are communicated in writing: 60 days for pricing terms (art. 7), 30 days for the others. The Merchant has a right of termination in the event of refusal.

Art. 18 — Good faith, balance and partial invalidity

These terms are interpreted in accordance with good faith (art. 2 CC (Swiss Civil Code)) and seek a fair balance of the parties' obligations. If a clause is void, the others subsist and the clause is replaced by a lawful provision of equivalent effect.

Art. 19 — Dispute resolution and place of jurisdiction

In the event of a dispute, the parties first seek, in good faith, a solution through direct communication, then through conciliation (art. 197 et seq. CPC (Swiss Civil Procedure Code)) or mediation. Swiss law is applicable. The place of jurisdiction is set as the courts of Basel (Miamgo's registered seat), choice of forum between businesses being permitted (art. 17 CPC); failing which, the ordinary place of jurisdiction under art. 10 CPC applies.

Signatures

Version 2.5 — entry into force on 6 October 2026. The new paragraph of art. 6 (counter sale) applies to each Merchant as from its express acceptance. Executed in as many counterparts as there are parties, each acknowledging receipt of its own.

For Miamgo — Stéphane Decor

Place and date: ______________________ Signature: ______________________

For the Merchant — [company name]

Place and date: ______________________ Signature: ______________________