Merchant terms

1. About These Terms

These Merchant Terms of Service (the "Terms") form a binding agreement between you, the restaurant or store owner ("Merchant" or "you"), and BigShift ("the Company", "we" or "us").

You accept these Terms when you check the box while setting up your store or when you begin using our services, whichever happens first. If you accept on behalf of a business, you confirm that you are authorized to bind that business.

2. Our Relationship

We provide a technology platform that allows customers to order from you and allows independent drivers to deliver those orders.

• Independent business. You operate your own business and set your own menu, prices and hours. We do not control how you prepare food or run your kitchen.
• No partnership. These Terms do not create a partnership, joint venture, employment or agency relationship. Neither party may enter into any agreement or make any commitment on behalf of the other.
• Independent drivers. Drivers who deliver your Orders are independent contractors. They are not your employees or ours.
• Definitions. "Order" means a customer order placed through our apps or website. "Platform" means our apps, websites and tools. "Customer" means a person who places an Order through the Platform.

3. Fees

You pay 0% commission on your food sales. Our platform fee to you will never exceed $1.00 per Order.

• Your fee. Your current per-Order fee is shown in your account. It starts at $0.00 unless we agree otherwise in writing.
• Founding Merchants. If you hold a Founding seat, your fee remains at the rate locked for that seat for as long as you hold it (see Section 8).
• Customer fees. Customers pay us a service fee (currently $1.00 per Order) and may also pay delivery fees, tips and taxes. These amounts belong to us or to the driver, not to you.
• Fee changes. We will give you at least 30 days' notice before changing your fee. No change will exceed the $1.00 cap or affect a Founding seat's locked rate.
• Menu prices. You set your menu prices. We ask that they match your in-store prices.

4. Payments, Card Fees and Payouts

We collect all customer payments for Platform Orders on your behalf through our payment processor (currently Stripe). You may not take card payments for Platform Orders directly.

• Card processing fees. You pay the card processing fees on the full amount of each Order. These fees are deducted from your payout.
• Chargebacks. If a customer disputes a charge with their bank, you are responsible for the disputed amount and any related fee. We will send you the details and help you respond.
• Refunds. If an Order is incorrect, incomplete, late due to your delay or unsafe to eat, we may refund the customer and deduct the refund from your payout.
• Reserve. We may hold back a portion of each payout, as shown in your account, as a reserve to cover refunds and chargebacks. We release any reserve that is not needed after 90 days, or when this agreement ends.
• Payouts. We pay you your food sales, less card processing fees, refunds, chargebacks, your per-Order fee and any reserve, on the schedule shown in your account. We may deduct any amount you owe us from future payouts.
• Taxes. You are responsible for your own income taxes. Sales tax on Orders is handled as required by the law where the Order takes place. Where the law requires us to collect it, we will; otherwise, you are responsible for it.

5. Your Food and Your Orders

Because you pay little or nothing to use the Platform, you are responsible for your food and for your part of each Order.

• Menu accuracy. Keep your menu, prices, photos, hours and item availability accurate, and mark items as unavailable promptly.
• Food safety. Comply with all food-safety and health laws, and maintain all licenses and permits your business requires.
• Allergens. List allergens and ingredients accurately where the law requires it or a customer requests it.
• Packaging. Pack food so it travels safely, and seal bags and containers so that any tampering is visible.
• Order accuracy. Have Orders ready on time and complete. If an Order is incorrect, incomplete, cold because it was waiting on you, or unsafe, you bear the cost of the refund or replacement.
• Restricted items. Alcohol, tobacco, cannabis and other age-restricted items may not be sold through the Platform without our prior written approval.

6. Drivers and Delivery

We assign drivers to Orders and set driver pay. Drivers are independent and are not employed by you or by us.

• Handoff. Release each Order only to the driver shown in the app. Once the driver collects the Order, the delivery is a matter between the driver, the customer and us.
• Driver concerns. Report any driver who is rude, unsafe or repeatedly causes problems. On your request, we will stop assigning that driver to your store.
• Our review. We investigate driver complaints independently and may warn or remove a driver after repeated issues. These decisions are ours alone.
• Fair treatment. Do not keep drivers waiting without reason, and do not ask them to perform tasks outside the delivery.

7. Customers and Customer Data

Customers who order through the Platform are customers of the Company. Their accounts and contact details belong to us.

• Information you receive. Only what you need to prepare the Order, such as the items, special instructions and a first name or order number.
• Information you do not receive. Customer phone numbers, email addresses or home addresses, unless required by law.
• No solicitation. You may not use Order information to contact, market to, or redirect Platform customers to another service.
• Your existing customers. Customers who order from you directly (in store, by phone or through your own website) remain your customers. These Terms do not change that.
• Privacy. We handle customer data as described in our Privacy Policy.

8. Founding Merchant Program

A Founding seat locks in a low per-Order fee for as long as you hold the seat. You keep the seat by helping grow the network in your area.

• Locked rate. Your rate is shown in your account when you claim the seat. Earlier seats in an area receive lower rates. No seat will ever exceed $1.00 per Order.
• Area. Either a zip code or a 2-mile radius around your store, as we set for your seat.
• Requirements. You agree to keep at least 5 active drivers on the Platform whom you referred, and to refer the number of other restaurant owners who join that is shown in your account. Referrals of owners located farther away may count double, as shown in your account.
• Referral tracking. Referrals are tracked through your referral link or code. We determine whether a referral qualifies.
• Loss of seat. If you do not meet these requirements, we will notify you and give you 30 days to correct it. If it is not corrected, your seat ends and you move to our standard fee, which will never exceed $1.00 per Order.
• Non-transferable. A Founding seat belongs to your business at that location and may not be sold or transferred without our written consent.

9. Names, Logos and Conduct

You grant us permission to display your business name, logo, menu and photos on the Platform and in our marketing for the duration of this agreement.

• Your content. You confirm that you own, or have the right to use, the photos, logos and text you provide to us.
• Our brand. You may state that you are "on BigShift" and use the stickers, bag inserts and materials we provide. You may not alter our logo or suggest that we are partners in or owners of your business.
• Our Platform. The Platform, its software and its data belong to us. You may not copy it, extract data from it, or attempt to circumvent how it works.
• Honest use. Fake Orders, fake reviews and any unlawful use of the Platform are prohibited.

10. Responsibility and Limitation of Liability

Each party is responsible for its own part. You are responsible for claims relating to your food; we are responsible for claims relating to our Platform.

• Indemnity. If a third party brings a claim against us arising from your food, your business, or your breach of these Terms or the law, you will cover our resulting costs. This includes foodborne illness, allergic reactions and inaccurate menu information.
• Insurance. You will maintain general liability insurance, including product and food liability coverage, appropriate for a restaurant business, and provide proof on request.
• Platform provided "as is". We work to keep the Platform running reliably, but we do not guarantee that it will be free of errors or interruptions.
• Limitation of liability. To the extent permitted by law, we are not liable for lost profits or indirect losses. Our total liability to you is limited to the greater of the fees you paid us in the 12 months before the claim, or $100.

11. Termination and Changes

You may stop using the Platform at any time. We may end this agreement or suspend your account at any time, with or without cause.

• How to terminate. Notify us in writing at getabirdy@gmail.com. We will stop sending you Orders within 2 business days.
• Immediate suspension. We may suspend your account immediately for food-safety issues, fraud, repeated complaints or unlawful activity.
• After termination. You will complete any Orders already accepted. We will pay what we owe you, less any amounts you owe us. Sections 4 (as to amounts owed), 7, 9, 10 and 12 survive termination.
• Changes to these Terms. We may update these Terms. We will post the new version with a new version number and date and notify you at least 30 days before it takes effect. Continued use of the Platform after that date means you accept the new version.
• Records. We keep a record of which version of these Terms you accepted and when.

12. Disputes and General Terms

If a disagreement arises, we will first try to resolve it informally.

• Informal resolution. Email us at getabirdy@gmail.com with a description of the issue. Both parties will work in good faith to resolve it within 30 days.
• Entire agreement. These Terms, together with any written agreement between us, are the entire agreement between the parties.
• Severability. If any part of these Terms is found invalid, the remainder stays in effect.
• No waiver. Our failure to enforce a provision does not waive our right to enforce it later.
• Assignment. You may not transfer this agreement without our consent. We may transfer it in connection with a sale, merger or renaming of our company.
• Notices. We send notices to the email address on your account. You may send notices to getabirdy@gmail.com.

Contact: BigShift · getabirdy@gmail.com