Merchant Agreement

This Merchant Agreement is between HUB 01 PLATFORM, a sole establishment licensed by the Dubai Department of Economy and Tourism under trade licence 1560291, of Dubai, United Arab Emirates (HUB01) and the person or company applying to sell on the HUB01 platform (you, the Merchant).

It takes effect when you submit a store application, and it applies in addition to the Platform Terms of Use, the Acceptable Use & Prohibited Items Policy and the Returns Policy. Where this Agreement and the Terms of Use conflict on a matter concerning selling, this Agreement prevails.

1. Your status

1. You sell as an independent principal. You are the seller of record for every item you list. HUB01 is not your partner, employer, joint venturer or agent, except as the limited collection agent described in clause 5.
2. You must hold, and keep valid throughout, every licence, permit, approval and registration required to sell what you sell in the UAE, including a valid trade licence covering the activity, and any product-specific approval (for example, from the Ministry of Health and Prevention, the Emirates Authority for Standardization and Metrology, or a municipality).
3. You must tell HUB01 within 7 days if any of those lapses, is suspended, is amended, or ceases to cover what you are selling.
4. You must not describe yourself as HUB01, as part of HUB01, or as endorsed by HUB01 beyond stating that you sell on the Platform.

2. Verification, and your data

1. Onboarding requires identity and business verification, KYC, carried out by HUB01 and by our payment provider. You must supply, accurately and completely: your trade licence, memorandum of association, the identity documents of your representative, proof of ownership of your bank account, and the personal details of the individuals who own or control the business.
2. You confirm everything you supply is true, current and yours to supply, and that where you provide another person's personal data (for example a representative's Emirates ID) you have that person's consent and have told them it will be shared with HUB01 and its payment provider.
3. You authorise HUB01 to verify what you give us, including by submitting it to our payment provider and to identity, sanctions, credit and fraud-screening services, and to re-verify at any time. Verification may be refused or reversed at any point; a store may be approved and later suspended if verification fails on re-check.
4. You must keep your verification record current and must respond to a request for updated documents within 14 days. A store that does not may be suspended and its payouts held until it does.
5. Supplying false, altered or fraudulent verification material is a material breach. It ends this Agreement immediately, and we will report it to the relevant authority.

3. What you may sell

1. Only goods and services you are lawfully entitled to sell, that comply with UAE law and with the Acceptable Use & Prohibited Items Policy, and that you actually have or can obtain.
2. During the soft launch HUB01 takes plainly-safe retail only. The trades listed as not yet open in the Acceptable Use & Prohibited Items Policy, including food and groceries, medicines and pharmacy items, medical and healthcare goods and services, supplements, tobacco, alcohol, weapons and financial products, may not be listed or sold by any Merchant for now, whether or not you hold a licence for them. We will open a category, and tell you, once HUB01 itself holds the approvals it needs.
3. Every listing must be accurate, description, condition, origin, materials, quantity, and any warranty. Product images must be of the item actually sold.
4. Counterfeit, replica, grey-market and infringing goods are forbidden absolutely, whether or not described as such. A single confirmed instance is grounds for immediate termination and forfeiture of the remedies in clause 5.
5. You are responsible for the safety of what you sell, including packaging, labelling, instructions and any warnings required by law.

4. Fulfilment and customer service

1. You must dispatch within the time stated on your listing, keep stock levels honest, and cancel promptly and refund in full where you cannot supply.
2. You must meet or exceed the Returns Policy as a minimum. You may offer better terms; you may not offer worse.
3. You must answer customer messages within two working days and handle complaints in good faith.
4. HUB01 may set and publish objective performance standards, dispatch time, cancellation rate, dispute rate, response time, and may restrict or suspend a store that persistently falls below them. We will tell you the standard you have missed and give you a reasonable chance to fix it, unless customer harm makes that inappropriate.

5. Money

1. Collection. Where payment processing is enabled, HUB01 (through its payment provider) collects the customer's payment as your limited collection agent. Payment by the customer to HUB01 discharges the customer's obligation to you, whether or not the funds have reached you.
2. Commission. HUB01 charges a commission on the value of each completed sale. The rate applicable to your store is shown in your store console and may be set globally or for your store individually. The launch rate is 0%. We will give you at least 30 days' written notice before increasing the rate that applies to you, and any increase applies only to sales made after it takes effect.
3. Payouts. Net proceeds are paid to the verified bank account in your name on the payout schedule published in your store console. Payouts require a completed verification record and an account our payment provider can pay.
4. Deductions and set-off. HUB01 may deduct from, withhold or set off against amounts otherwise payable to you: commission; refunds, chargebacks and their fees; amounts we have paid a customer under clause 6; fines or penalties imposed on HUB01 because of your acts; and any other amount you owe us. If the amount owed exceeds your balance, you must pay the difference within 14 days of demand.
5. Holds. HUB01 may withhold a payout, in whole or in part, where we reasonably suspect fraud, a breach of this Agreement, an unusual pattern of disputes, or where a regulator or bank requires it. We will tell you the reason and release anything not needed as soon as the concern is resolved. A hold is not a penalty and does not transfer ownership of the funds.
6. Tax is yours. You are solely responsible for determining, charging, collecting, reporting and remitting every tax arising from your sales, including VAT under Federal Decree-Law No. 8 of 2017 and corporate tax under Federal Decree-Law No. 47 of 2022. You must tell us truthfully whether you are VAT-registered and give us your TRN if you are. Prices you set are treated as VAT-inclusive where you are registered. HUB01 does not give tax advice.
7. Unless the law requires otherwise, HUB01 is not the deemed supplier for VAT purposes in respect of your sales.

6. Disputes with customers

1. You handle customer disputes first, in good faith.
2. Where a dispute is not resolved, or where a customer raises it with us, HUB01 may decide the outcome and its decision binds you as between you and HUB01. This may include refunding the customer from funds otherwise payable to you. We will act reasonably and on the evidence available.
3. Deciding a dispute does not make HUB01 a party to the sale contract, and does not stop you pursuing the customer separately if you are entitled to.
4. You bear the cost of chargebacks on your sales, including the processing fee, unless the chargeback resulted from HUB01's own failure.

7. Your content, and what we may do with it

1. You grant HUB01 a non-exclusive, worldwide, royalty-free, sub-licensable licence to use your store name, logo, listings, product images, and recordings of your broadcasts to operate, promote and advertise the Platform and your presence on it, including in HUB01's own marketing, app-store listings and social channels.
2. The licence survives closure of your store for material already published, and for archival, legal and dispute-resolution purposes. We will stop using your marks in new promotional material within a reasonable time of your asking.
3. You confirm you own or are licensed to grant those rights, including for anyone appearing in your broadcasts.
4. HUB01 may edit, resize, transcode, clip and caption your content for format and presentation. We will not materially alter the description of an item.

8. Control of your store

1. You authorise HUB01, acting reasonably, to: remove or hide any listing or content; end or refuse a broadcast; suspend your ability to sell, broadcast or receive payouts; adjust obviously erroneous prices; and take any step required by law, by a regulator, by a court, by a payment network, or by our payment provider.
2. We take these steps to protect customers, other merchants, HUB01, or because we must. We will tell you what we did and why, unless we are prohibited from doing so.
3. Nothing in this clause obliges HUB01 to monitor, review or police your store, and not exercising a right is not a waiver of it.

9. Liability and indemnity

1. You are liable for what you sell. As between you and HUB01, you bear full responsibility for every claim arising from your goods, services, listings, content, conduct and broadcasts, including product liability, defect, injury, misdescription, infringement of intellectual property, breach of consumer law, and failure to deliver.
2. Indemnity. You will indemnify and hold harmless HUB01, its group companies, and their officers, employees and agents, on demand, against all claims, demands, proceedings, losses, damages, fines, penalties, refunds, chargebacks and reasonable legal and investigation costs arising out of or in connection with:
   1. any item you list, sell, supply or fail to supply;
   2. your breach of this Agreement or of any law;
   3. any claim that your content infringes a third party's rights;
   4. any tax you failed to charge, collect, report or remit;
   5. any personal data you gave us that you were not entitled to give.
3. The indemnity survives termination and is not limited by clause 9.4.
4. HUB01's liability to you is limited, to the fullest extent permitted by law, to the total commission HUB01 actually received from your store in the three months before the event giving rise to the claim. HUB01 is not liable to you for loss of profit, revenue, sales, goodwill or anticipated savings, for lost or corrupted data, or for any indirect or consequential loss, including any arising from downtime, a failed broadcast, a suspension made in good faith, or a payout hold.
5. Nothing here excludes liability that cannot lawfully be excluded.
6. Insurance. You must maintain, at your cost, insurance appropriate to what you sell, including product liability cover where your goods could foreseeably cause injury or damage, and produce evidence of it on request.

10. Confidentiality and data protection

1. Customer personal data you receive through the Platform may be used only to fulfil, support and service that customer's order. You must not use it for your own marketing, add it to a mailing list, sell it, share it, or retain it longer than the law requires.
2. You must comply with Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and keep appropriate technical and organisational security measures.
3. You must tell HUB01 within 24 hours of becoming aware of any breach affecting customer data you obtained through the Platform.
4. Commercial terms, fee rates and non-public Platform information are confidential and must not be disclosed.

11. Compliance

1. You must comply with all applicable anti-money-laundering, counter-terrorist-financing and sanctions laws, including Federal Decree-Law No. 20 of 2018 and UAE and international sanctions lists.
2. You must not use the Platform to trade with a sanctioned person, entity or territory, and you confirm neither you nor your owners are sanctioned.
3. You must cooperate fully and promptly with any audit, investigation or information request from HUB01, our payment provider, a regulator, or a law-enforcement authority.

12. Term and termination

1. This Agreement runs until terminated. You may terminate on 30 days' written notice, provided you have fulfilled or refunded every open order.
2. HUB01 may terminate on 30 days' notice for convenience, or immediately where: you breach this Agreement materially; you supply false verification material; you sell a prohibited or counterfeit item; you become insolvent; your trade licence lapses; or a regulator, bank or payment provider requires it.
3. On termination your listings are removed and your store closes. You remain responsible for open orders, for refunds, and for anything you owe HUB01.
4. HUB01 may retain a reserve from your final balance for up to 180 days to cover refunds, chargebacks and disputes arising from sales made before termination. Anything not used is released at the end of that period.
5. Clauses 5.4, 5.6, 7, 9, 10, 11 and 13 survive termination.

13. General

1. Changes. HUB01 may amend this Agreement on 30 days' written notice to you, except where a change is required immediately by law, a regulator or a payment network. If you do not accept a change, your remedy is to terminate before it takes effect; continuing to sell after that date is acceptance.
2. Notices may be given by email to the address on your store record, or in your store console. Notices to HUB01 go to legal@hub01.shop.
3. You may not assign this Agreement. HUB01 may assign it to a group company or on a sale of the business.
4. This Agreement is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai, and the courts of Dubai have exclusive jurisdiction.
5. If any provision is unenforceable, the rest stands.
6. This Agreement and the policies it incorporates are the whole agreement between you and HUB01 about selling on the Platform, and replace anything said or written before it.