Merchant agreement

1. Scope

This agreement applies to anyone who opens a store on Ebda ("Merchant") and supplements the Terms of Service. If they conflict on a merchant matter, this agreement prevails.

2. You are the seller

The Merchant is the seller and supplier for every order placed in the Merchant's store. Ebda is not the seller of record, is not a party to the sale, and does not set, guarantee or collect the Merchant's prices, orders or proceeds. The Merchant is responsible for the products, descriptions, prices, availability, quality, safety, packaging, delivery, returns, refunds, warranties, invoices and customer service.

3. Legal compliance and consumer protection

The Merchant must comply with all laws that apply to the Merchant's business and products, including Egypt's Consumer Protection Law No. 181 of 2018 and e-commerce rules: clear and truthful information about the business, products, total price and delivery; honest advertising; honouring return, exchange and warranty rights owed to consumers; and handling complaints. The Merchant must hold every licence, registration and permit that its business or products require, and must publish its own policies (delivery, returns, refunds, privacy) in its store.

4. Taxes and VAT

The Merchant alone is responsible for all taxes, duties and filing obligations on its sales and income, including VAT, income tax, e-invoicing and customs. Ebda does not give tax advice, does not act as a tax agent and does not collect or remit tax for the Merchant. The VAT feature is available only to Merchants whose VAT registration has been verified by us; it is a tool, and the Merchant remains responsible for the accuracy of the rates, registration details, invoices and returns. Ebda's own fees may be subject to taxes as the law requires.

5. Payments and funds

Ebda does not process, hold or settle the Merchant's sales proceeds. Customers pay the Merchant directly by the methods the Merchant enables (such as cash on delivery, the Merchant's own InstaPay account or a gateway the Merchant has contracted with). Any payment provider is bound by its own terms, and the Merchant is responsible for fees, chargebacks, reversals, fraud and reconciliation. Ebda is not liable for non-payment, failed or disputed payments, or provider errors.

6. Shipping and fulfilment

Ebda does not ship, store or handle goods. The Merchant arranges delivery and is responsible for carriers, delays, loss, damage and returns.

7. Prohibited products and conduct

The Merchant must not sell or promote anything prohibited by the Acceptable Use Policy or by law. We may review, remove or block any product, store or Content, but we have no duty to monitor, and not acting is not approval.

8. Customer data: roles and duties

For personal data of the Merchant's own customers and visitors that is processed through a store, the Merchant is the controller and Ebda acts as a processor on the Merchant's documented instructions (the store settings and use of the Service). For the Merchant's own account, billing and contact data, Ebda is a controller. See the Privacy Policy.

The Merchant must have a lawful basis and give its customers the notices and obtain the consents required by Personal Data Protection Law No. 151 of 2020; must use data only for lawful purposes; must answer its customers' rights requests; and must not use Ebda tools to send unsolicited marketing. Ebda will process that data only to provide the Service, apply appropriate security measures, use the sub-processors listed in the Privacy Policy, and help the Merchant, at reasonable request, to respond to rights requests and to security incidents. The Merchant authorises these sub-processors.

9. Plans and fees

Ebda offers monthly plans: Basic (EGP 1,490), Growth (EGP 3,490) and Business (EGP 9,990), with no commission charged by Ebda on orders. Prices, features and limits are shown on the Pricing section and may change with 30 days' notice; a change takes effect from the next billing period. Plan prices are in Egyptian pounds; taxes, if any, are additional.

10. Billing, reminders and non-payment

For now, plans are paid manually by InstaPay. We send payment reminders 7, 3 and 1 days before the due date and on the due date. If payment is not received within 3 days after the due date (the "grace period"), we may suspend the store. A suspended store is not shown to customers and orders cannot be placed until the account is settled; the Merchant stays responsible for orders already placed and for fees due. The dashboard stays accessible so the Merchant can pay. After payment is confirmed we will lift the suspension. Suspension does not delete the store or its data. If the account remains unpaid, we may terminate it after notice by email.

11. No refunds

Subscription fees are charged in advance and are non-refundable, including for partial periods, downgrades, unused time and closure of the account, except where mandatory law requires a refund or where we charged you in error, in which case we will correct the error. Ending a plan stops future charges; it does not refund past ones.

12. Intellectual property and content

The Merchant confirms that it owns or is licensed to use all Content, names, images, logos and products in its store, and that the Content does not infringe anyone's rights. The Merchant grants Ebda the licence described in the Terms of Service. We may remove Content after a credible complaint.

13. Service level and backups

The Service is provided without a guaranteed uptime. We make reasonable efforts to keep backups for our own recovery purposes, but do not promise to restore any particular data. The Merchant should keep its own copy of products, orders and customer records.

14. Suspension, termination and data on exit

The suspension and termination rights in the Terms of Service apply. On termination or closure, the Merchant should export what it needs. Ebda keeps the store and its data until the Merchant asks for deletion or the account is closed, and then deletes them within 90 days, subject to the records described in the Privacy Policy. We may keep records that the law or our legitimate interests (such as fraud prevention and dispute defence) require, as described in the Privacy Policy.

15. Liability and indemnity

The disclaimers, the limit of liability (fees paid in the 3 months before the event) and the Merchant's indemnity in the Terms of Service apply fully to this agreement. In particular, the Merchant indemnifies Ebda against every claim by its customers, regulators, tax authorities and third parties arising from its store, products, orders, taxes, data and conduct.

16. Governing law

Egyptian law governs this agreement, and the courts of Cairo have exclusive jurisdiction, after the 30-day good-faith negotiation described in the Terms of Service. Contact: ahlan@ebda.app.