Merchant Agreement

This Merchant Agreement ("Agreement") governs the relationship between eRunna and any business or individual that lists, sells, or fulfils goods or services through the eRunna marketplace (the "Merchant"). It must be read together with our Terms of Service, Privacy Policy, Payout Policy, and the Prohibited & Restricted Items Policy. By accepting this Agreement at onboarding, the Merchant agrees to be bound by it.

1. Parties

"eRunna", "we", "us" or "our" refers to eRunna (Pty) Ltd (registration number [TBD: company registration number]), correspondence address 1 Wedgewood Link Road, Bryanston, Johannesburg, Gauteng 2191 [TBD: confirm registered vs correspondence address on incorporation]. Contact: merchants@erunna.app. "Merchant" or "you" refers to the entity or person accepting this Agreement and the beneficial owner(s) on whose behalf they act.

2. The marketplace relationship

eRunna operates a technology platform that connects Merchants with customers and with runners who collect and deliver orders. eRunna provides the marketplace, discovery, dispatch, and payment-facilitation technology. The Merchant — not eRunna — is the seller of the goods or services it lists, and is responsible for their quality, safety, legality, and fulfilment, except where eRunna expressly agrees otherwise in writing.

[ATTORNEY-REQUIRED: agent-vs-principal characterisation] — the precise legal characterisation of eRunna's role (disclosed agent facilitating the Merchant's sale, versus principal/reseller) drives VAT treatment (see clause 7), CPA liability allocation (clause 6), and the POPIA responsible-party analysis (clause 8). Counsel to settle this before publication; the clauses below assume a disclosed-agent / marketplace-facilitator model.

3. Merchant eligibility — legal standing to trade

To be activated, and to remain active, the Merchant warrants that it is a lawfully registrable trader and, on request, will provide and keep current:

• business registration with the Companies and Intellectual Property Commission (CIPC), where applicable;
• a South African Revenue Service (SARS) tax reference number;
• any trading, health, liquor, or other permit required for the categories it sells (see clause 5);
• the identity and, where applicable, immigration status of the Merchant's principals and beneficial owners.

eRunna operates a verification gate: a Merchant account is not activated until this information has been reviewed. eRunna may decline, suspend, or de-list a Merchant that cannot demonstrate lawful standing. This clause implements ADR 0075 (internal)'s merchant legal-standing requirement.

4. Onboarding, verification & due diligence

Onboarding requires identity verification and, where eRunna is (or becomes) an accountable institution under the Financial Intelligence Centre Act 38 of 2001 ("FICA"), customer due diligence on the Merchant and its beneficial owners, together with record-keeping and, where applicable, transaction monitoring and reporting. The Merchant consents to this verification and to the processing of the associated personal information in accordance with our Privacy Policy. [ATTORNEY-REQUIRED: FICA — confirm accountable-institution status and the applicable CDD/record-keeping obligations.]

5. Listings, product compliance & prohibited goods

The Merchant warrants that everything it lists is genuine, lawful, safe, and accurately described, and that it holds all rights and permits required to sell it. In particular, the Merchant must not list, sell, or fulfil:

• counterfeit, replica, or trademark-infringing goods (Counterfeit Goods Act 37 of 1997; Trade Marks Act 194 of 1993 — counsel to confirm sections);
• illicit or untaxed tobacco, unregistered or expired medicines or cosmetics, weapons, illegal substances, stolen goods, or wildlife/controlled-species products;
• age-restricted goods (alcohol, tobacco, adult goods) unless it holds the required licence and eRunna's age-verification controls are applied.

The full list is the Prohibited & Restricted Items Policy. Breach is a material breach entitling eRunna to immediate suspension, de-listing, and reporting to the relevant authorities.

6. Quality, safety & consumer liability

Under the Consumer Protection Act 68 of 2008 ("CPA"), consumers have rights to safe, good-quality goods and services (CPA sections 55 and 56 — counsel to confirm) and to a supplier's accountability for harm (CPA section 61 — counsel to confirm). As the seller, the Merchant is responsible for meeting these standards and for the goods it supplies, and indemnifies eRunna against claims arising from the Merchant's goods, save to the extent the claim arises from eRunna's own act or omission. Nothing in this Agreement limits a consumer's non-waivable CPA rights. [ATTORNEY-REQUIRED: CPA sections 48–52 fair-terms / plain-language — confirm the indemnity and any liability allocation are enforceable and do not offend the unfair-terms provisions.]

7. Pricing, commission & VAT

• Commission. eRunna charges a commission (platform take) on each completed order, disclosed to the Merchant before activation and on the Merchant dashboard. Commission is charged only on completed, sales-linked transactions.
• Merchant pricing. The Merchant sets its own prices; prices shown to customers include all applicable fees and VAT where VAT is chargeable.
• VAT & invoicing. [ATTORNEY-REQUIRED: VAT Act section 54 agent/principal election] — the VAT treatment (who is deemed to make the supply, who issues the tax invoice, and who accounts for output VAT) depends on the agent-vs-principal characterisation in clause 2 and the section 54 election. Counsel and a registered tax practitioner to settle before publication. Note the compulsory VAT-registration threshold (counsel to confirm current figure).

8. Data protection (POPIA)

Each party must comply with the Protection of Personal Information Act 4 of 2013 ("POPIA"). [ATTORNEY-REQUIRED: POPIA sections 20/21 — responsible-party vs operator] — the relationship between eRunna and the Merchant in respect of customer personal information is likely not a simple operator relationship and may be one of independent or joint responsible parties; counsel to determine and to settle the corresponding obligations (purpose limitation, security safeguards, breach notification, and any operator agreement). The Merchant may use customer personal information only to fulfil the specific order and not for its own marketing without a lawful basis.

9. Payouts

Payouts to the Merchant are governed by the Payout Policy. The Merchant is responsible for its own tax obligations on amounts received. Where FICA applies, payouts are subject to due diligence on the payee and to record-keeping and reporting.

10. Suspension, de-listing & termination

eRunna may suspend or terminate a Merchant that breaches this Agreement, lists prohibited goods, fails verification, or presents a legal, safety, or reputational risk. Either party may terminate on reasonable notice. Termination does not affect accrued rights or obligations that survive by their nature (including indemnities, confidentiality, and data-protection duties).

11. Dispute resolution & governing law

This Agreement is governed by the laws of the Republic of South Africa. The parties will attempt to resolve disputes in good faith before pursuing formal proceedings. Nothing in this clause limits a consumer's statutory dispute rights.

12. General

eRunna may update this Agreement; material changes will be notified and, where required, re-accepted at the Merchant dashboard. If any provision is found unenforceable, the remainder continues in effect. This Agreement, together with the documents it references, is the entire agreement between the parties on its subject matter.

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