Legal

Merchant Agreement

Last updated: [date of publication]

The short agreement each shop signs with BarakahUp. The Terms of Service and Privacy Policy cover everyone; this adds what is specific to one shop: its plan, price, start date, any discount, and a data protection promise it can rely on. Where they disagree, this agreement wins for that shop.

1. Parties and order details

This agreement is between [BarakahUp legal entity name], [address] ("BarakahUp"), and the shop named below ("Merchant"). It starts on the start date in the table.

2. What BarakahUp provides

BarakahUp provides the Merchant's chosen plan for as long as this agreement runs:

• the register at app.getbarakahup.com on the Merchant's own tablets, phones or computers, with offline cash sales
• a store page at [shop].getbarakahup.com for online and advance orders, if the plan includes it
• staff sign-in with PINs and roles, reports, inventory, and the other features of the plan
• email receipts sent in the Merchant's name
• support by email at contact@getbarakahup.com

Setup. BarakahUp will help set up the Merchant's products, prices, staff and Stripe connection [at no charge]. The Merchant checks the prices and tax rates before the first real sale.

Hardware. The Merchant supplies its own devices, internet, card readers and receipt printers. BarakahUp will say which ones work.

Early partners. Early partners agree to give feedback during the first [3] months. BarakahUp may quote them by name or use a testimonial only with their written OK.

3. Fees and billing

• Monthly fee. The Merchant pays the monthly price in section 1, billed in advance each month to its card on file.
• Price lock. This price stays the same for the first [12] months. After that, BarakahUp may change it with 30 days' written notice, and the Merchant may leave without penalty before the change.
• Discounts. Any discount in section 1 ends on the date shown. BarakahUp will email a reminder [14] days before full price starts.
• Card fees. Stripe charges its own card fees to the Merchant's Stripe account. BarakahUp takes no share of them.
• Text messages (when available) are charged at what they cost BarakahUp, shown each month.
• No long contract. There is no setup fee, no minimum term and no cancellation fee.

4. Payments

• Stripe account. Card payments go through the Merchant's own Stripe account, connected through Stripe Connect. The Merchant accepts the Stripe Connected Account Agreement and keeps its Stripe details accurate.
• BarakahUp never holds money. Payments go straight to the Merchant's Stripe account and out to its bank. BarakahUp is not a party to the payment and can't reverse or hold it.
• What BarakahUp can do in Stripe. The Merchant allows BarakahUp to create card payments, refunds, saved cards and charges on the Merchant's Stripe account, but only when the Merchant's staff or customers start them in BarakahUp, or for a standing order the customer agreed to.
• Disputes. Chargebacks are handled between the Merchant and Stripe. BarakahUp will help find the sale records.
• Test mode. Until BarakahUp tells the Merchant in writing that live card payments are on, card payments in BarakahUp are tests and no real money moves.

5. Data protection

The Merchant owns its data: products, sales, staff, and its customers' details. BarakahUp handles customer and staff data only for the Merchant, as its processor. BarakahUp promises to:

1. use the data only to provide BarakahUp to the Merchant, as the Merchant instructs through the app or in writing
2. never sell it, use it for advertising, or share it with another merchant
3. make sure everyone at BarakahUp who can see it keeps it confidential
4. keep it secure: separated from other businesses, encrypted in transit, PINs stored only as hashes, card numbers never stored
5. use only the providers listed in the Privacy Policy, and give 30 days' notice before adding a new one that would see customer data
6. help the Merchant answer a customer's request to see, correct or delete their details
7. tell the Merchant without undue delay, and within [72] hours, after learning of a breach affecting its data
8. return or delete the data when the agreement ends (section 7)
9. answer the Merchant's reasonable questions about how its data is protected

This section is meant to meet the processor contract rules of the Maryland Online Data Privacy Act and similar state laws.

6. The Merchant's duties

The Merchant agrees to:

• Customers' consent. Collect customer details only with the customer's knowledge, show them a short privacy notice (BarakahUp will provide a template), and only send marketing to customers who opted in.
• Standing orders. Use BarakahUp's standing-order consent wording (or wording at least as clear) before saving a customer's card. Charge only what the customer agreed to, and stop the order when the customer asks.
• Gift cards and rewards. Honor gift card balances (they don't expire) and the rewards it offers. Follow gift card law on unclaimed balances.
• Staff and devices. Give each staff member their own PIN, remove staff who leave, and keep register devices secure.
• Prices and taxes. Set correct prices and tax rates, and file its own sales tax.
• Legal goods. Sell only lawful products, and nothing on Stripe's restricted list for card payments.
• Tell BarakahUp promptly about suspected fraud, a lost device, or a customer complaint about their data.

7. Term and ending

• Term. The agreement runs month to month from the start date until either side ends it.
• Merchant ending. The Merchant can end it any time by email. The paid month runs to its end; no further charges.
• BarakahUp ending. BarakahUp can end it with 30 days' written notice, or straight away for fraud, unlawful sales, non-payment after [14] days' notice, or if Stripe ends the Merchant's account. If BarakahUp ends it without the Merchant being at fault, it refunds any unused prepaid fees.
• Standing orders at the end. Before the last day, BarakahUp stops all automatic charges and tells the Merchant which customers had active standing orders, so the Merchant can contact them.
• Data after ending. For [30] days the Merchant can download its data (sales, customers, products) as spreadsheet files. Then BarakahUp deletes it within [60] more days, except records the law requires it to keep. Saved cards stay in the Merchant's own Stripe account.

8. Liability and general terms

• Liability. The limits of liability, disclaimers and indemnity in section 9 of the Terms of Service apply. Neither side limits its liability for fraud, or for breaking its data protection or confidentiality promises, below [the fees paid in the 12 months before the claim, or $1,000, whichever is greater].
• Confidentiality. Each side keeps the other's non-public business information private.
• Order of documents. This agreement, then the Terms of Service, then the Privacy Policy. Changes to the Terms that conflict with this agreement don't apply to the Merchant unless both sides sign them.
• Notices. By email: to BarakahUp at contact@getbarakahup.com, and to the Merchant at the owner's email in section 1.
• Law. Maryland law, and the courts named in the Terms of Service.
• Signing. Electronic signatures and signed copies count as originals.

Signatures