Marketplace Merchant Agreement

1. Parties and electronic acceptance

This Marketplace Merchant Agreement is between Just2Pay for Technical Financial Payments - S.A.E. (Commercial Register No. 156229 | Egyptian Joint Stock Company (S.A.E.) | Tax ID 602-136-626) and the legal person or individual merchant identified in the electronic onboarding record ("Merchant"). It takes effect when the Merchant’s authorized user selects “Approved”, “I Agree” or an equivalent affirmative control after being shown or given access to the Agreement. Just2Pay records the merchant and authorized-user data, accepted version, date and time, account identifier, IP address, device/browser evidence and relevant verification records. The electronic record constitutes acceptance and no handwritten signature or uploaded signed copy is required, unless a separate instrument is legally required for a particular regulated service. The order form, commercial schedule, data-processing terms, prohibited-products rules, service-level description and incorporated policies form one agreement.

2. Appointment and commercial model

Just2Pay grants the Merchant a limited right to list and sell approved products through SAJ marketplace/storefront channels and provides commerce technology, order workflows, payment enablement, reporting and optional integrations. The Merchant appoints Just2Pay to display listings, transmit orders, facilitate collections/refunds through authorized providers and deduct agreed amounts solely as described in the commercial schedule. The Merchant remains an independent contractor and seller of record. No partnership, employment, franchise, fiduciary or general agency is created.

3. Onboarding, KYB and continuing information

The Merchant must provide accurate corporate, commercial-register, tax, beneficial-owner, authorized-signatory, bank, address, license and product information; promptly update changes; complete required KYB/KYC, sanctions and provider checks; and permit verification with lawful sources. Just2Pay may withhold activation or settlement where documents are missing, inconsistent, expired or reasonably suspected to be fraudulent, subject to law and provider rules.

4. Merchant obligations

The Merchant must hold all registrations, licenses and tax status required for its goods and activity; offer only authentic, safe, lawful and accurately described goods; maintain stock and accurate prices; issue compliant invoices; fulfill on time; protect consumer data; honor warranties, returns and refunds; respond to cases within stated service levels; train authorized users; secure its account; and comply with Egyptian consumer, competition, advertising, intellectual-property, product-safety, data-protection, tax and e-commerce requirements.

5. Listings and prohibited products

Listings must show the seller’s identity where required, material characteristics, total price and charges, availability, delivery limits, warranty and return information. The Merchant may not list counterfeit, stolen, recalled, unsafe, sanctioned, infringing or unlawfully regulated goods; weapons, illegal drugs, exploitation material, unlawful financial products, or any category in the current Prohibited Products Schedule. Just2Pay may remove or quarantine content, request evidence of authenticity, perform test purchases, and suspend repeat or severe violations.

6. Pricing, orders and fulfillment

The Merchant controls lawful retail prices unless participating in an agreed campaign. It must not manipulate reference prices or mislead consumers. An order becomes binding as disclosed at checkout and under applicable law. The Merchant must accept/reject promptly, pack safely, meet dispatch/delivery commitments, update statuses truthfully and retain delivery evidence. Just2Pay may set operational cutoffs, cancellation-rate and late-shipment standards in a published service-level schedule.

7. Consumer service, returns and recalls

The Merchant bears primary responsibility for customer service, statutory returns, defects, warranties, product recalls and consumer claims. It authorizes Just2Pay to open cases, communicate instructions, initiate or require refunds, and debit undisputed or finally determined amounts where the Merchant fails to act within the applicable legal/service timeframe. The Merchant bears return, replacement and reasonable investigation costs when the product is defective, wrong, counterfeit, damaged due to inadequate packing, misdescribed or otherwise its responsibility.

8. Fees and taxes

The Merchant shall pay subscription fees, category commission, payment charges, shipping/handling charges, advertising fees, penalties expressly linked to documented operational breaches, taxes and other amounts displayed in and electronically accepted through the applicable Commercial Schedule. All percentages identify their base and VAT treatment. Just2Pay may change prospective fees with 30 days’ notice unless a provider or law requires earlier change. No unpublished fee or penalty applies. The Merchant is responsible for its income, VAT and invoicing obligations; each party is responsible for its own taxes unless withholding is required.

9. Collections, settlements and reserves

Collections may be received and processed through the relevant authorized bank, payment service provider or collection partner under the approved payment flow. Just2Pay will calculate the Merchant’s eligible net settlement balance and initiate settlement every 15 Working Days to the verified bank account or other approved settlement destination recorded in the Merchant account. “Working Day” means a day on which banks are generally open for business in Egypt, excluding Fridays, Saturdays and official public holidays. The first settlement period begins when the Merchant is activated and an order becomes eligible for settlement.

An order becomes eligible after delivery or fulfillment has been confirmed in the system, the related funds have been successfully received and cleared, and the order is not subject to an active cancellation, return, refund, chargeback, payment reversal, fraud review, delivery dispute or legal restriction. Payment-provider processing times and banking cutoffs may affect the date on which an initiated settlement appears in the Merchant’s account.

For every settlement cycle, Just2Pay will provide an electronic statement showing, as applicable, gross collections, eligible orders, commissions, subscription or marketplace fees, payment charges, shipping or fulfillment charges, promotional contributions, taxes or legally required withholding, refunds, returns, chargebacks, reversals, prior adjustments, reserves released or retained, and the resulting net amount. There is no minimum payout threshold: any positive eligible net balance will be included in the next scheduled settlement. A negative balance may be carried forward and set off against future settlements or requested from the Merchant.

Just2Pay may place a transaction-specific reserve or temporary hold only where reasonably necessary to cover an identified or expected exposure arising from a return or refund, chargeback or reversal, suspected fraud, counterfeit or prohibited goods, customer claim, delivery dispute, outstanding fee, negative balance, legal or regulatory instruction, payment-partner requirement, or incomplete merchant or bank verification. The amount held will not exceed the reasonably estimated exposure plus directly related fees and taxes. The Merchant dashboard or statement will show the available reason, amount and status where disclosure is legally and operationally permitted.

A reserve will be released in the next settlement cycle after the related exposure expires or is resolved. Following account suspension or termination, undisputed funds may be held for up to 60 calendar days to complete pending returns, refunds, claims, chargebacks and account verification. A longer hold is permitted only for a specific unresolved chargeback, court or authority order, provider instruction, fraud investigation or other legal obligation, and only for the amount reasonably connected to that matter. The remaining undisputed balance must be released promptly after resolution.

The Merchant must review each statement and submit a documented reconciliation dispute through the dashboard or to infosec@just2pay.net within 15 Working Days after the statement becomes available. Just2Pay will investigate and reflect any accepted correction in the next practicable settlement cycle. Failure to dispute within that period does not waive rights that cannot lawfully be waived.

10. Chargebacks, fraud and set-off

The Merchant is responsible for chargebacks, reversals and fraud caused by its goods, fulfillment, representations, staff or breach. Just2Pay may submit available evidence, debit finally assessed amounts and set off matured undisputed sums against settlement. The Merchant may challenge an adjustment within 15 business days with evidence. Just2Pay bears losses caused solely by its proven wilful misconduct, gross negligence or unauthorized platform action, subject to applicable law.

11. Data protection and security

For Merchant account, billing, compliance, platform security and independent legal duties, each party acts as an independent controller. For shopper/order data processed by Just2Pay solely on documented Merchant instructions, Just2Pay acts as processor/service provider and the Merchant as controller, subject to a Data Processing Addendum. The Merchant will provide lawful notices, limit access, use customer data only for fulfillment, support and consented marketing, notify incidents promptly and not download or repurpose data unlawfully. Roles for payment, shipping and other partners may be independent.

12. Intellectual property and brand

Each party retains its intellectual property. The Merchant grants Just2Pay a non-exclusive, worldwide, royalty-free license during the term to host, format, display, promote as agreed and transmit its names, marks, images and listings for marketplace operation. The Merchant warrants ownership/authorization and indemnifies against substantiated third-party infringement claims caused by its content or goods. Just2Pay may use the Merchant name or logo in a factual customer or marketplace-seller list only where the Merchant has enabled that use or separately consented.

13. Audit, metrics and enforcement

Just2Pay may monitor objective service metrics including cancellation, late dispatch, defect/return, customer response, authenticity and complaint rates. Enforcement must be proportionate and may include warning, listing removal, category restriction, payment hold connected to risk, suspension or termination. Except for urgent legal, safety or fraud risk, the Merchant will receive reasons and a reasonable cure/appeal process. Records relevant to transactions, taxes, consumer claims and compliance must be retained for the period required by applicable law and the accepted service rules.

14. Confidentiality

Each party must protect non-public commercial, technical, security, customer and pricing information, use it only for the agreement and disclose it only to personnel/advisers who need it or as law requires. Security credentials and vulnerability information receive heightened protection. Obligations survive for five years, and trade secrets for so long as they remain protected by law.

15. Warranties, indemnities and liability

Each party warrants authority and legal compliance. The Merchant indemnifies Just2Pay against third-party consumer, product, tax, IP, product-safety and regulatory claims to the extent caused by the Merchant’s goods, content, breach or misconduct. Just2Pay indemnifies the Merchant against third-party IP claims that the unmodified platform infringes rights, subject to exclusions and control of defense. Neither party excludes non-excludable liability. Except for fraud, wilful misconduct, confidentiality or data-protection breach, IP indemnity, failure to account for settlement funds or other non-excludable liability, each party’s aggregate business liability is limited to fees paid or payable for the affected Services during the 12 months preceding the event giving rise to the claim.

16. Term, suspension and termination

The initial and renewal term appear in the electronically accepted order form. Either party may terminate for uncured material breach after 15 business days’ notice, insolvency or prolonged force majeure. Just2Pay may immediately suspend for credible fraud, counterfeit or unsafe goods, security incident, unlawful conduct, authority/provider direction or imminent consumer harm. On exit, pending orders, returns, refunds, chargebacks, statements and lawful data export/deletion remain governed until completed.

17. Records, electronic acceptance and notices

Account clicks, OTPs, signatures, timestamps, policy versions, transaction logs and communications may be retained as evidence to the extent permitted by Egyptian electronic-signature and evidence rules. Formal notices go to the addresses in the order form and infosec@just2pay.net. The Merchant must maintain a working notice email.

18. Governing law, language and disputes

Egyptian law governs. Parties will escalate disputes to authorized representatives for 15 business days. If unresolved, the competent courts of Cairo, Egypt have jurisdiction, without limiting mandatory consumer or regulatory jurisdiction. Where Arabic and English versions are provided, the Arabic version prevails to the extent required for interpretation or enforcement under Egyptian law.

19. Electronic record and incorporated schedules

The Merchant’s legal name, registration and tax identifiers, address, authorized user, selected services and acceptance evidence are stored in the electronic onboarding record. The following schedules are incorporated when displayed or linked before acceptance: Services and SLA; Fees, Commissions and Taxes; Settlement, Reserve and Chargeback Rules; Prohibited and Restricted Products; Data Processing Terms; Returns and Consumer Service; Payment and Shipping Partner Terms; and Information Security Requirements. The system provides a downloadable or otherwise accessible copy of the accepted version.