Merchant Agreement

Working draft v2 — 20 May 2026 · For lawyer review before live use

This Agreement is between Layby Africa (Pvt) Ltd, trading as ZimLayby ("the Platform", "we", "us"), and the retail business named below ("the Merchant", "you"). It sets out how you use the ZimLayby platform to run layby operations under your own brand, and what each side commits to.

1. What we provide

We provide the Merchant with access to the ZimLayby software platform, hosted at [merchant].zimlayby.com, including:

• A branded customer-facing apply form, product catalogue (/shop), and customer portal (/portal)
• A staff-facing admin dashboard for layby management, customer records, payments, and reports
• Automated WhatsApp and email reminders, receipts, agreements, and statements
• Multi-tenant data isolation — your customer and layby data is yours alone, not shared with other merchants
• Hosting, backups, security, and routine software updates
• Email and WhatsApp support during business hours (Mon-Fri 08:00-17:00 CAT)

2. What you provide

1. A registered business in Zimbabwe with valid trading documents (see Schedule A)
2. A physical presence in Zimbabwe where customers can verify goods and complete collection. The minimum standard varies by category (see Schedule A, "Physical presence"). This is required because the Zimbabwean retail market is still in the early-adoption phase of e-commerce — customer trust meaningfully depends on a verifiable physical address, and merchant failures without one materially damage the platform's reputation for every other merchant.
3. Accurate, up-to-date product catalogue and pricing on the platform
4. Honest representation of stock availability — you do not list items you cannot deliver
5. Timely processing of layby applications (typically within 24 hours of submission)
6. Honoring of layby agreements once activated — items reserved, payments tracked, collections handled professionally
7. Compliance with Zimbabwe consumer protection laws and trading regulations
8. Designation of at least one named administrator who is authorised to make changes on the platform

3. Fees and payment

3.1 Commission

We charge a commission on layby revenue you collect, based on your monthly volume:

• 3.0% on the first $5,000 of layby revenue per calendar month
• 2.0% on layby revenue from $5,001 to $20,000 per calendar month
• 1.5% on layby revenue above $20,000 per calendar month

"Layby revenue" means the total value of payments received against laybys created on the platform during that month, excluding refunds and voided transactions. Commission is calculated on the payment-receipt date, not the layby-creation date.

3.2 How collection works

Customers pay you directly through your existing channels (EcoCash, bank transfer, cash, etc.). We do not touch customer payments. We only invoice you for our commission.

3.3 Invoicing

On the first business day of each month, we will send you an itemised invoice for the previous month's commission, in USD. Invoices are payable within 7 days of issue, via EcoCash, bank transfer, or any other method we mutually agree.

3.4 Late payment

If an invoice is unpaid 14 days after the due date, we may suspend admin access until the invoice is settled (customer-facing pages stay live so your customers are not affected). Repeated late payment may lead to termination under Section 9.

3.5 Setup, monthly, and per-user fees

There are no setup fees, monthly fees, or per-user charges. The commission in Section 3.1 is the only payment owed for the standard platform.

4. Your brand, your customers

1. Your shop name, logo, colours, and contact details appear on all customer-facing surfaces (apply form, portal, /shop, receipts, agreements, statements). "Powered by ZimLayby" appears only in small footer text.
2. Customer data captured through your subdomain belongs to you. We do not sell, share, or use it for any purpose other than providing the platform service to you.
3. Customers may have accounts on the unified ZimLayby portal at zimlayby.com/me that aggregates their laybys across multiple merchants — this is a customer-facing convenience, not a transfer of ownership of your customer relationship.
4. You may export your customer and layby data at any time as CSV, including on termination.

5. Our platform, our IP

1. The ZimLayby software, design, codebase, brand, and trademarks are owned by Layby Africa. You are granted a non-exclusive, non-transferable licence to use the platform during the term of this Agreement.
2. Your shop's brand assets (logo, colours, photos) remain your property. You grant us a limited licence to display them on the platform for the purpose of providing the service.
3. You may not reverse-engineer, copy, or attempt to recreate the platform's functionality for your own commercial purposes.

6. Data, privacy, and security

1. We process customer personal data on your behalf, in line with our public Privacy Policy at zimlayby.com/privacy.
2. Your customer data is logically isolated from other merchants — staff at other shops cannot see your records, and vice versa.
3. We retain financial records (payments, agreements, receipts) for 7 years as required by Zimbabwean law (Income Tax Act). Other personal data is deleted when you terminate, unless legally required to retain.
4. We notify you within 72 hours of any data breach affecting your customers' personal information.
5. Backups are taken daily and retained for 30 days.

7. Service availability

1. We target 99% monthly uptime for the platform. Brief planned maintenance windows will be announced in advance.
2. If the platform is fully unavailable for more than 8 consecutive hours in a month, you may request a pro-rata commission credit for that month, subject to the cause being on our side (not a third-party outage like Cloudflare/Meta/EcoCash).
3. This is not a 24/7 enterprise SLA — for a small Zim retailer the maintenance windows are sensible, and you accept that brief outages may happen.

8. Liability

1. We are responsible for the platform (uptime, data integrity, messaging delivery within reasonable effort). We are NOT a party to the layby agreements between you and your customers — those are solely between the two of you.
2. You are responsible for the goods themselves (quality, availability, delivery, customer disputes about products).
3. Our total liability to you under this Agreement, for any cause, is capped at the total commission you paid us in the 3 months immediately preceding the claim.
4. Neither party is liable for indirect, incidental, or consequential losses (lost profits, lost opportunities, reputational damage).

9. Term and termination

1. This Agreement starts on the date both parties sign and continues until terminated.
2. Either party may terminate with 30 days' written notice, without penalty.
3. We may terminate immediately if you:
   • Materially breach this Agreement and don't fix within 14 days of written notice
   • Repeatedly fail to honour layby agreements with customers
   • Engage in fraud, money-laundering, or any illegal activity
   • Have your business registration / tax clearance revoked
4. On termination:
   • We export your customer + layby data as CSV within 7 days
   • Your subdomain is taken offline (customers see a polite "moved" page for 30 days)
   • Active laybys must be wound down or transitioned to your own systems within 60 days
   • You pay any commission outstanding through termination date

10. Disputes

1. If a dispute arises, both parties commit to good-faith negotiation for at least 14 days before formal action.
2. If negotiation fails, the dispute is resolved by binding arbitration in Harare under the Zimbabwe Arbitration Act (as amended).
3. Either party may seek interim relief from the High Court of Zimbabwe for urgent matters (data preservation, injunctions).

11. General

1. Governing law: This Agreement is governed by the laws of Zimbabwe.
2. Notices: Formal notices must be sent in writing to the email addresses on the signature block, with WhatsApp message acknowledged within 48 hours.
3. Changes: Material changes to this Agreement (commission rate, data terms, termination clauses) require 30 days' notice and your written acceptance. Minor operational changes (feature additions, support hours) may be made by us with notification on the platform.
4. Assignment: Neither party may assign this Agreement without the other's written consent, except that we may assign to a successor entity in a corporate reorganisation.
5. Entire agreement: This document, plus Schedule A, is the complete agreement and supersedes any prior conversations or proposals.

Schedule A — Documents required from the Merchant before activation

A.1 Legal and financial

1. Certificate of Incorporation (or sole trader equivalent)
2. Current ZIMRA Tax Clearance Certificate
3. Trading licence from the relevant municipal authority
4. VAT registration certificate (if VAT-registered)
5. Bank account confirmation letter (account in business name)
6. Director(s) ID copy and proof of residential address (utility bill within 3 months)
7. EcoCash merchant code + ownership confirmation, if EcoCash payments are accepted

A.2 Physical presence in Zimbabwe

The Merchant must operate from, or have customer-accessible access to, a verifiable physical location in Zimbabwe. The form of that presence varies by what the Merchant sells. ZimLayby will conduct a site visit (or equivalent verification) before activating the Merchant's subdomain.

Minimum standard by category:

1. Furniture, appliances, and other high-touch goods — a full retail showroom open to walk-in customers during standard trading hours. Customers must be able to view and physically inspect the goods (or representative samples) before committing to a layby.
2. Electronics, laptops, phones, gadgets, and other standardised goods — a viewing-and-collection office is sufficient. The space must:
   • have at least one sample unit of each product type on display
   • be accessible to customers at scheduled times or by appointment
   • be staffed (or reachable) by someone authorised to demonstrate and release stock
   • be at a fixed address verifiable on a lease, title deed, or co-working membership
3. Specialty goods, made-to-order, or fulfilment-only categories — a verifiable pickup point (warehouse, office, partner space) where customers can collect on completion and lodge disputes in person.

Permitted alternatives — partnership and transition:

1. Hosted fulfilment by another active ZimLayby merchant. A Merchant without their own physical space may, with the written consent of both parties and ZimLayby's prior approval, use another active ZimLayby merchant's premises as their customer-facing physical presence (for viewing, collection, and dispute resolution). The hosting and hosted Merchant agree the commercial terms between themselves; ZimLayby is not a party to that arrangement except to verify that customers are not disadvantaged.
2. Transitional arrangements. A Merchant may be activated without a fully-established physical location for up to 90 days from the date of signature, provided:
   • they have a documented plan to establish presence within that period;
   • they declare their interim collection arrangement on every customer-facing surface;
   • they accept that the transitional clock is fixed — failure to establish presence within 90 days is grounds for deactivation under Section 9.

Why this matters: The Zimbabwean retail market is still in the early-adoption phase of e-commerce. Customer trust depends materially on a verifiable physical address; merchant failures without one cause disproportionate damage to ZimLayby's reputation across every other merchant. This requirement protects all parties — the platform, the Merchant, and the customer.

Schedule B — Merchant brand & setup details

1. Trading name as it should appear to customers
2. Logo (PNG, 1024×1024 recommended)
3. Primary brand colour (hex code) and dark variant
4. Tagline (optional)
5. Customer-facing phone (WhatsApp Business)
6. Customer-facing email
7. Display address (will appear on receipts and statements)
8. List of named staff who should have admin access (full name, email, role)