Business Agreement

1. Joining and going live

To go live you create an account, add your shop's details and what you sell, choose how orders are fulfilled, connect your shop's own Stripe account so customers can pay you, accept this Agreement, the Terms and the Privacy Policy, and pay the one-time setup fee if one is shown in your console. We record which version of each document you accepted, when, and by whom.

We review every shop before it is listed. We may ask for more information, and we may decline or delay a listing, for example if we cannot verify the business or it does not meet this Agreement.

2. Preview pages and claiming a shop

HadarGo may prepare a private preview page for a business before its owner signs up, using only information that business already publishes (such as its name, address, phone number and menu). A preview page is never listed publicly and cannot take orders.

To claim it, you sign in and enter a code sent by text message or phone call to the business's own phone number. By claiming, you confirm that you are authorised to act for the business. Several locations under one owner may be claimed together. After claiming, you are responsible for checking and correcting everything on the page before going live, just as if you had entered it yourself. If you do not want a preview page for your business, tell us and we will remove it.

3. Your storefront and menu

You control your storefront: name, description, logo, photos, menu, prices, options, hours, holiday closures and links. You are responsible for all of it being accurate, lawful and kept up to date. In particular:

• prices, options and descriptions must match what you actually sell;
• mark items sold out when you run out, and keep hours and holiday closures current;
• allergen and dietary labels must be accurate. Only confirm a label you know is correct, and never describe a dish as free of an allergen or suitable for a diet unless you are sure;
• if your kitchen handles common allergens, say so where it matters;
• follow any law that applies to menus, such as calorie or allergen disclosure rules.

Customers are told that labels come from you and to ask you directly about allergies. Please answer those questions carefully.

4. Food safety, licences and what you may sell

You are the seller of everything you list. You are solely responsible for preparing, storing, packaging and handing over food safely, and for holding and keeping current every licence, permit, inspection and certificate your business needs, and for complying with health codes, food safety, labelling, employment and other laws.

Package orders so they travel safely and are sealed or tamper-evident where possible. If a customer reports illness, an allergic reaction, a foreign object or another safety problem, the review is flagged to our team automatically. You agree to take such reports seriously, to cooperate with us and with health authorities, and to tell us promptly about any recall or safety incident that affects items sold through the Platform.

Unless we have agreed otherwise in writing, you may not sell alcohol, tobacco, cannabis or other age-restricted products, recalled items, or anything that is illegal to sell or deliver where you are.

5. Photos, content and licence

Use only photos and content that you own or have permission to use. Do not use stock photos or photos of another business's food to represent your dishes: photos must show your own food. We do not add stock photos to your menu.

You keep ownership of your content. You give HadarGo (legal entity to be confirmed) a non-exclusive, worldwide, royalty-free licence, for as long as your shop is on the Platform and for a reasonable time afterwards to wind down, to host, display, reproduce, adapt (for example resize, crop or translate), and distribute your names, logos, menus, photos and descriptions to operate and promote the Platform and your shop. You confirm that doing so will not infringe anyone's rights.

The HadarGo name, logo and Platform belong to us. You may say that you are on HadarGo and link to your storefront.

6. Orders

Orders reach your order board once payment is confirmed. You accept or decline each order. When you accept, the customer is given a ready time based on your usual preparation time, which you set in your console. You can pause new orders when your kitchen is busy.

When you accept an order, you agree to prepare it as ordered and on time, to follow the customer's substitution choice for each item, and to mark it ready when it is. If you decline an order, the customer is refunded in full.

You may not ask customers to cancel an order and pay you outside the Platform for an order they placed through it.

7. Prices and taxes

You set your own prices. You are responsible for configuring the correct sales tax rates for your shop, and for reporting and paying taxes on your sales, except where a marketplace facilitator law requires us to collect and remit tax on your sales. Where that applies, we will tell you and handle that tax as the law requires.

Offer codes and discounts you create are funded by you and reduce the amount on which commission is calculated.

8. Commission and fees

There is no monthly subscription. What you pay is:

• Commission on each order. A commission rule applies to your shop: the platform default, a rule for your business category, a rule agreed for your shop, or a promotional rule, with the most specific one winning. A rule can combine a percentage of the order's item value (after discounts) with a fixed amount per order, and may have a minimum and maximum. The rule that applies to your shop is shown in your console. The rate in force when an order is placed is recorded on that order, so later changes never alter what you earned on earlier orders.
• A one-time setup fee, only if one is shown in your console before you go live.

Card processing fees charged by Stripe on customer payments are borne by us and are not deducted from your share. Delivery fees paid by customers for deliveries by our courier network, and any service fee shown to customers, belong to us; we use delivery fees to pay couriers. Sales tax collected on your orders is part of your share and goes to your Stripe account, except as described in Section 7.

Tips. Tips are never kept by us. On an order a customer collects (pickup), and on an order your own staff deliver, 100% of the tip is yours and is part of your share. On an order delivered by our courier network, 100% of the tip belongs to the courier: it is collected with our fee and paid on to the courier in full, and it is not part of your share.

We may change commission rules or fees with at least 30 days' notice in your console or by email. A change never applies to orders placed before it takes effect. If you do not accept a change, you may close your shop before it takes effect.

9. Payments and payouts through Stripe

Customers pay you, through Stripe. Payments use Stripe Connect. You open your own connected account with Stripe (Stripe Express) through our console and agree to Stripe's terms, including the Stripe Connected Account Agreement, which forms part of your relationship with Stripe. Stripe, not us, verifies your identity and business and holds your bank details. Customers cannot check out at your shop until Stripe has enabled card payments on your account.

Each customer payment is made to your connected account, with you as the seller shown to the customer (the merchant of record). At the moment of payment, Stripe automatically deducts our application fee - our commission, plus the delivery fee, any service fee and the courier's tip on orders delivered by our courier network - and keeps the rest, your share, in your Stripe account: the item value, less discounts and our commission, plus sales tax and your tips as described in Section 8. We do not hold your money and do not pay you ourselves: Stripe pays your share out to your bank account on Stripe's automatic payout schedule. Your console shows what Stripe has moved to your account and what it has paid out.

We are not a bank, and payouts depend on your Stripe account staying in good standing. Balances from any orders taken before this payment method began (when we collected payments and paid shops ourselves) are paid to you as before and shown separately in your console.

10. Refunds, chargebacks and disputes

You can issue a full or partial refund on an order from your console, with a reason, for example for a missing item or a quality problem. A refund returns money to the customer's original payment method. Each side gives back its own share in proportion: Stripe takes the refunded part of your share back from your Stripe account, and returns the same proportion of our application fee. Stripe does not return its processing fee on a refund, and we bear that cost. If a courier has already been paid for a delivery, we do not recover the courier's pay or tip from the courier; we bear that part ourselves.

Our support team may also issue refunds under the Refund policy, for example when an order was never fulfilled or you cannot be reached. We will record the reason on the order.

If a customer disputes a payment with their bank (a chargeback), we will ask you for evidence such as order details and pickup or delivery records. You agree to respond promptly. Stripe takes a disputed amount from our account first. If the dispute is lost, we may recover your share of the disputed amount by reversing it from your Stripe account (a transfer reversal), which we record on the order and show in your console; our own share is our loss. You are responsible for chargebacks that result from your food, your order handling or your breach of this Agreement; we are responsible for those caused by fraud that our systems should reasonably have stopped, or by our own errors, and in those cases we will not recover your share.

Any party (a customer, you, or a courier) may open a dispute on an order. Our staff review what each side submits and record a decision. Opening a dispute does not move money by itself.

11. Pickup and delivery

You choose how orders are fulfilled: customer pickup, delivery by independent couriers dispatched through the Platform, or your own delivery where offered. You may set a delivery radius.

Platform delivery. When you mark an order ready or request a courier, nearby approved couriers are offered the job. Couriers are independent contractors, not employees of yours or ours. Customers pay a delivery fee, which is either the platform's standard rate or the distance-based fee tiers you set in your console. Courier pay is set by us under our courier compensation rules and does not change with the fee you set. Hand the courier the correct, sealed order; the courier confirms the pickup in the app, and the time is recorded on the order.

Your own delivery. If you deliver orders yourself, you are responsible for that delivery, for your drivers (including their licences, insurance and conduct) and for any fee you charge.

Delivery estimates are estimates. If no courier accepts a job, you and our team are told, so you can offer the customer pickup or another solution.

12. Reviews and replies

Customers can review your shop after ordering. You may reply publicly. You may report a review you believe breaks our rules; a report does not remove a review by itself, and we do not remove reviews only because they are negative.

Do not offer customers money, discounts or free items in exchange for reviews, or to change or remove a review. Do not post reviews of your own shop or of competitors. Replies must be courteous and must not include the customer's personal information.

When a review describes possible harm, it is escalated to our team, and the reply offered to you is a careful template that asks the customer to contact you privately. Do not make medical claims or blame the customer in a reply.

13. AI tools

The console includes AI tools provided through our AI provider, Anthropic, PBC: importing a menu from photos, a PDF or a web page; translating menus; writing descriptions; suggesting allergen and dietary labels; weekly insights; review summaries and reply drafts; and pricing ideas.

• Everything AI produces is a draft or a suggestion. Nothing goes live until you review and approve it, and you are responsible for anything you publish or apply, exactly as if you had written it yourself.
• Imported menus must be checked item by item, including prices, before you approve them.
• Label suggestions are never shown to customers unless you confirm them. Confirm only allergens you know are correct.
• Pricing ideas are suggestions based on your own sales figures. A price or delivery fee changes only if you choose "Use this price" or "Use this fee", and you can undo it for 24 hours. Market price ranges are aggregated from at least five other shops' public prices and never identify a shop.
• Insights and review summaries may contain mistakes. The figures come from your records; the wording comes from AI and is checked, but you should not rely on it as professional business, legal or tax advice.

AI tools have daily usage limits and may sometimes be unavailable. The content you give them is sent to our AI provider as described in the Privacy Policy.

14. Customer information and privacy

For each order, you receive the customer's name and phone number for that order and, if you deliver it, the address. For your own use of this information, you are an independent controller, responsible for complying with privacy laws. You agree to:

• use customer information only to prepare, deliver and support orders, handle refunds and disputes, and meet your legal obligations;
• not use it for marketing unless the customer has separately agreed, and not sell or share it with anyone else;
• keep it secure and limit access to the people on your team who need it;
• delete it when you no longer need it for those purposes, except where the law requires you to keep it;
• tell us promptly if you become aware of unauthorised access to customer information obtained through the Platform.

We handle personal information as described in our Privacy Policy.

15. Your team and account security

You can invite team members with roles (owner, manager, order manager, catalogue manager or employee), each with different permissions. You are responsible for who you invite, for what they do in your console, and for removing access when someone leaves. We strongly recommend two-factor authentication for everyone on your team.

16. Confidentiality

Each of us will keep confidential any non-public information the other shares under this Agreement (such as commission terms, business figures, and non-public features), use it only for this Agreement, and protect it with reasonable care. This does not cover information that is public, that was already known, or that must be disclosed by law.

17. Term, suspension and termination

This Agreement runs from when you accept it until your shop is closed. You can close your shop at any time. We may end this Agreement with 30 days' notice for any reason.

We may suspend your shop or end this Agreement immediately if you materially breach it, if we reasonably believe there is a risk to customer safety (for example repeated reports of illness), fraud or illegal activity, if you lose a licence you need, or if Stripe closes your payout account. Where appropriate, we will tell you why and give you a chance to respond.

After closing, you must complete or cancel open orders; amounts owed to either side are settled in the usual way, and sections that by their nature should continue (such as payment, refunds and chargebacks for past orders, confidentiality, liability and indemnity) continue.

18. Disclaimers

To the fullest extent the law allows, the Platform is provided "as is". We do not guarantee any level of orders or revenue, uninterrupted availability, or that AI outputs are accurate.

19. Limitation of liability

To the fullest extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or lost profits, revenue or goodwill.

To the fullest extent the law allows, each side's total liability under this Agreement is limited to the commission and fees you paid us in the 12 months before the claim.

These limits do not apply to your obligation to pay amounts owed, to either side's indemnity obligations, to breaches of confidentiality or of Section 14, or to fraud or wilful misconduct.

20. Indemnity

You will defend, indemnify and hold harmless HadarGo (legal entity to be confirmed) and its affiliates, officers, employees and agents from third-party claims, losses and costs (including reasonable legal fees) arising from: the food and items you sell, including illness, injury or allergic reactions; your storefront content; your breach of law, including tax, food safety and privacy law; your own deliveries; or your breach of this Agreement.

HadarGo (legal entity to be confirmed) will defend and indemnify you against third-party claims that the Platform software itself, as provided by us, infringes their intellectual property rights.

21. Governing law and disputes

This Agreement is governed by the laws of the State of Maryland, without regard to its conflict of laws rules. Before starting any formal claim, each of us will try in good faith to resolve the dispute by written notice and discussion for at least 30 days.

If that does not resolve it, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Maryland. Claims must be brought individually and not as part of a class or representative action. Either side may seek urgent court relief to protect intellectual property or confidential information, and small claims court remains available.

22. Changes

We may update this Agreement. We will give at least 30 days' notice of a material change in your console or by email and may ask you to accept the new version. Changes do not apply to orders placed before they take effect. If you do not agree, you may close your shop before the change takes effect.

23. General

• You and we are independent businesses. This Agreement does not create a partnership, franchise, joint venture or employment relationship.
• Notices to you go to your account email or console. Notices to us go to the address in Section 24, or through Support.
• You may not transfer this Agreement without our consent. We may transfer it to a successor business.
• This Agreement, with the documents it refers to, is the whole agreement between us about your shop on the Platform. If any part is unenforceable, the rest remains in effect.
• This Agreement may be shown in other languages for convenience. The English version is the one that applies.

24. Contact

HadarGo (legal entity to be confirmed), registered address to be confirmed. For questions about this Agreement, use Support.