Merchant Terms of Service

1. Acceptance, display, and legal effect

These ZOMI Merchant Terms of Service (the “Terms”) form a binding agreement between the Merchant and ZOMI Technology Ltd. (“ZOMI”, “we”, “us”, or “our”), a company registered in British Columbia, Canada at:

The Merchant accepts these Terms by logging in to ZOMI for Restaurant or ZOMI Merchant Portal, by establishing or continuing a commercial relationship with ZOMI, or by beginning or continuing to use any ZOMI merchant service. The login screens may state that logging in constitutes agreement to these Terms, and a completed login by the Merchant or by any Merchant User is acceptance by the Merchant. No separate signature, checkbox, acceptance button, opening of this page, or other confirmation step is required — the Merchant may log in directly without opening these Terms.

The Merchant may open, review, download, or save these Terms through an available link. A decision not to click, open, read, download, or save them does not affect their enforceability once the Merchant logs in or uses the services.

These Terms may be displayed or made available in one or more of the following locations:

• the login screen or a terms link in ZOMI for Restaurant;
• the login screen, Settings, an in-platform notice, or a dedicated terms page in ZOMI Merchant Portal;
• a related terms link in the ZOMI user application;
• the footer or another location on a ZOMI H5 webpage; and
• any other ZOMI product, website, application, notice, feature, or service made available from time to time.

ZOMI is not required to display the full text of these Terms at every location or on every login screen; a title, link, or other reasonable access point is sufficient. The user application and H5 locations are public viewing locations — Merchant acceptance is established through Merchant login, cooperation with ZOMI, or use of Merchant services.

In addition to login, acceptance is established when the Merchant receives or processes Orders, uses store, menu, reporting, payout, advertising, account, or support functions, receives settlement funds collected by ZOMI, uses Direct Order Channel, Dish Spotlight, or any other ZOMI service, or otherwise continues its relationship with ZOMI.

A person who logs in, manages a Store, processes an Order, or otherwise acts for a Merchant represents that the person has reached the age of majority and has authority to bind the relevant corporation, partnership, sole proprietorship, Store operator, or other business entity. The acts of owners, administrators, employees, and other authorized Merchant Users are deemed acts of the Merchant, and the Merchant is responsible for granting, reviewing, and withdrawing their access. A person without authority must not access or operate a Merchant Account; if the Merchant gives that person access, grants Store permissions, or knowingly accepts the results of that person’s actions, those actions may be treated as authorized or ratified by the Merchant.

ZOMI may retain login timestamps, account and Store information, device records, permission records, transaction activity, displayed login notices, and the applicable version of these Terms as evidence of access, use, notice, and acceptance.

The ZOMI Refund Policy, Modify Order Policy, Privacy Policy, platform rules, promotion rules, fee disclosures, and other service-specific policies published from time to time are incorporated into these Terms. If these Terms conflict with a separately confirmed written agreement, campaign rule, fee disclosure, or service-specific rule, the more specific provision governs that matter, and the remainder of these Terms continues to apply.

2. Definitions

Merchant

The business entity that applies for, activates, operates, or controls one or more Store pages and offers Items or restaurant services through ZOMI.

Store

A business location or Merchant page maintained in ZOMI with a distinct name, address, menu, Order history, Payout Report, or Store Ledger.

Merchant Account

An account used by the Merchant or its authorized personnel to access ZOMI for Restaurant, ZOMI Merchant Portal, or another Merchant service.

Merchant User

An owner, administrator, employee, or other person created, invited, or authorized by the Merchant to access a Merchant Account or Store.

User

A consumer who browses a Store, submits an Order, or uses ZOMI through a user application, H5 webpage, or another user-facing channel.

Item

A menu item, food, beverage, add-on, option, or other product displayed or sold by the Merchant through ZOMI.

Order

A pickup or delivery order, whether immediate or scheduled, submitted by a User to a Merchant through ZOMI.

Direct Order Channel (DO)

A Merchant direct-ordering channel made available through ZOMI. ZOMI may charge disclosed service, platform, or other fees in connection with that channel.

Dish Spotlight (DS)

A performance-based advertising service through which ZOMI provides additional display, recommendation, or exposure for selected Items and charges an advertising fee on attributable Orders.

Food Total

The total Item amount shown in the Order or Payout Report, excluding separately stated taxes, platform fees, delivery fees, Courier Tips, and other additional charges.

Food Tax

The tax charged to the User in relation to taxable Items in an Order.

Settlement Period

The one-week period, usually Monday through Sunday, used to summarize Orders, revenue, fees, refunds, Disputes, and adjustments.

Payout Report

The weekly settlement record generated by ZOMI from Store Orders and settlement information.

Store Ledger

The continuing record associated with a Store that contains Order proceeds, fees, refunds, Disputes, negative balances, adjustments, and payouts.

Dispute

A chargeback, payment reversal, card dispute, or similar claim made by a cardholder, payer, or issuing institution through Stripe or another payment service provider.

Support

The Merchant support service available through ZOMI Merchant Portal or another channel expressly designated by ZOMI.

3. Merchant accounts and ZOMI Merchant Portal

The Merchant must provide complete, accurate, current, and lawful business, Store, contact, banking, tax, licensing, and onboarding information, and must promptly update ZOMI when its legal name, operating entity, ownership, control, Store address, contact information, bank account, licence, or other material information changes.

The Merchant must protect its accounts, passwords, verification codes, and devices, and must not permit access by unauthorized persons. The same login email and password are normally used for ZOMI Merchant Portal and ZOMI for Restaurant. If an account uses an initial, temporary, or ZOMI-provided password or credential, the Merchant must change it promptly after the first login. The Merchant must notify Support immediately after discovering unauthorized access, credential disclosure, or an account-permission anomaly.

The Merchant must assign permissions appropriate to each Merchant User’s role and periodically review Accounts & Permissions in ZOMI Merchant Portal. A Merchant administrator may create accounts, grant or remove permissions, close accounts, and perform other administrative actions, and the Merchant is responsible for ensuring that each administrator is properly authorized. The Merchant must promptly close or restrict accounts belonging to departed employees, former operators, or other persons who are no longer authorized, and is responsible for activity caused by its failure to do so.

Order acceptance, refunds, menu changes, permission changes, bank changes, service activation or cancellation, and other actions taken through a Merchant Account are treated as authorized Merchant actions unless the Merchant establishes a ZOMI system error.

The Merchant must not sell, rent, share, or otherwise transfer a Merchant Account or its rights and obligations under these Terms without complying with the change-of-operator section below.

The Merchant must regularly review in-platform notices, Payout Reports, and other information in ZOMI Merchant Portal. Failure to review an available notice does not prevent that notice or an applicable change from taking effect.

ZOMI Merchant Portal is the principal official platform for managing the Merchant’s ZOMI business, reviewing Store information and reports, and contacting Support. It is available at portal.zomi.menu and is primarily designed for computer access; the Merchant is responsible for using a compatible computer, browser, network connection, and other required equipment.

Through the Portal, the Merchant may:

• review Store Orders, Items, amounts, statuses, and other Order details in the Orders area;
• review Payout Records and Payout Reports under Payouts > Payout Reports, download a detailed report, or send a report to its email using available functions;
• view and edit menus and Item information under Menu, and is responsible for the accuracy and effect of changes submitted through the Portal;
• manage features under Settings, including Prep Time, Phone Reminder, Business Hours, Accounts & Permissions, and any other settings made available from time to time.

Before raising a question about a specific Order, a payout amount, a Settlement Period, an Order channel, a fee, a refund, or a Dispute, the Merchant must first review the relevant Order record and Payout Report. Unresolved issues must be submitted through Support.

4. ZOMI’s role and the relationship between us

ZOMI provides technology services that may include Store display, Order transmission, payment-processing coordination, advertising exposure, reporting, and related functions. The Merchant is the seller and provider of its Items and restaurant services and is responsible for their legality, description, price, availability, preparation, quality, quantity, packaging, and fulfilment.

ZOMI does not operate the Merchant’s kitchen, does not prepare, store, process, or package the Merchant’s food, and does not control the Merchant’s staff, equipment, or day-to-day operations.

The Merchant and ZOMI are independent businesses. These Terms do not create a partnership, joint venture, employment, franchise, fiduciary, or general agency relationship, except for the limited payment-collection authorization expressly stated in these Terms: the Merchant authorizes ZOMI to collect User payments through Stripe or another payment provider for settlement under these Terms, the applicable Payout Report, and the Store Ledger.

Stripe, financial institutions, Delivery Partners, communications providers, and other third parties independently provide their services, and ZOMI does not control matters within their independent operations. ZOMI does not guarantee any minimum number of Orders, sales, impressions, ranking, Users, or revenue.

5. Eligibility, licences, and compliance

The Merchant must possess all rights, registrations, licences, permits, approvals, and authority required to operate each Store and sell each Item, and must comply with all applicable food-safety, sanitation, storage, temperature-control, allergen, and food-handling requirements. Business licences, food-service permits, liquor licences, and other required permissions must remain valid throughout the Merchant’s use of ZOMI.

The Merchant must not offer alcohol, tobacco, cannabis, drugs, or another restricted, regulated, or prohibited product through ZOMI unless ZOMI expressly permits it and the Merchant complies with all applicable requirements.

The Merchant is solely responsible for its employees, including hiring, training, supervision, scheduling, compensation, benefits, workplace safety, and employment-law obligations, and must maintain commercially reasonable insurance, including any commercial general liability, product liability, workers’ compensation, or other insurance required by law or appropriate to its operations.

ZOMI may request licences, inspection records, insurance evidence, or other compliance materials in connection with a food-safety incident, regulatory inquiry, serious complaint, or other reasonable concern. The Merchant must promptly notify ZOMI of a closure order, suspended licence, material food-safety incident, regulatory investigation, or other event that may affect User safety or Order fulfilment.

6. Store information, menu, and pricing

The Merchant must keep its Store name, address, telephone number, operating hours, pickup instructions, and other business information accurate and current, and is responsible for maintaining Item names, descriptions, images, sizes, options, prices, tax information, and availability.

Item descriptions must not be false, misleading, materially incomplete, or likely to create a material misunderstanding. The Merchant must accurately disclose material ingredients, allergens, and dietary attributes, and must answer User questions truthfully based on current information. Any designation such as vegetarian, vegan, halal, or gluten-free must be accurate and supported by the Merchant’s actual ingredients and preparation practices.

The Merchant determines its Item prices and must ensure that prices displayed through ZOMI are the prices it intends to charge. If a Store page states that a price is an in-store, counter, or same-as-in-store price, the Merchant must keep that statement accurate. The Merchant must provide correct tax information and confirm the tax treatment of Items, Packaging Fees, and other Merchant charges.

The Merchant must promptly mark unavailable Items out of stock or remove them. Marking an Item out of stock does not cancel an existing Order and does not automatically create a refund. The Merchant must open or close its Order-acceptance status according to actual operations; a Store shown as accepting Orders must have a reasonable ability to fulfil them.

ZOMI may collect, organize, display, and update lawfully public Store information, including a Store’s name, address, telephone number, hours, menu, and other public business information. The Merchant may ask Support to verify and correct inaccurate Store information, but may not require ZOMI to remove accurate, lawful public information or User reviews.

7. Receiving, managing, and fulfilling orders

The Merchant must maintain compatible devices, a reliable internet connection, power, and other conditions necessary to operate ZOMI for Restaurant during Order-acceptance hours, and must continuously monitor new Orders, scheduled Orders, status changes, and platform notices while accepting Orders.

After confirming, accepting, beginning preparation of, or otherwise processing an Order, the Merchant must fulfil it accurately and on time. The Merchant must prepare the Items, sizes, quantities, options, and notes selected by the User, and must not substitute an Item, ingredient, size, or option without the User’s agreement. The Merchant is responsible for food quality, taste, temperature, portion, freshness, appearance, ingredients, preparation, and fitness for consumption, and must use packaging appropriate to the Item and fulfilment method that is safe, complete, and legally compliant.

The Merchant must provide a reasonable estimated preparation time and update it through available platform functions when circumstances change. A preparation-time update may change the Actual Pickup Time and may be communicated to the User or Courier. The Merchant may extend preparation time when reasonably necessary, but must not use unreasonable or repeated extensions to avoid fulfilment responsibility.

For pickup Orders, the Merchant must reasonably verify Order information and release the Order to the correct User or authorized pickup person. For delivery Orders, the Merchant must hand the correct, complete, and properly packaged Order to the Courier when the Courier arrives. The Merchant is responsible for refunds, remakes, and other losses caused by handing the wrong Order to a User or Courier.

User contact information may be used only for fulfilment, pickup or delivery coordination, after-sales support, safety, or another legally permitted purpose. A direct agreement between the User and the Merchant to add, replace, or modify an Item may not appear in the ZOMI Order record or receipt; the Merchant must confirm the change and any additional payment directly. The Merchant must retain reasonable preparation, handoff, communication, and Order records for complaints, refunds, and Disputes.

The Merchant must accept or reject an Order within the time shown by ZOMI for Restaurant. The current acceptance period is generally 15 minutes, but ZOMI may apply a different period based on the Order type or system rules. If the Merchant does not accept the Order within the applicable period, the system may automatically cancel it and issue a Full Refund. Device volume, disabled notifications, network interruption, use of the wrong account, or staff inattention does not entitle the Merchant to restore the Order or receive its proceeds.

ZOMI may use manual controls, automated processing, or both for Order acceptance, status updates, preparation-time calculations, pickup notices, delivery coordination, Order archiving, and other workflows. ZOMI may add, modify, or remove statuses, buttons, and manual confirmation steps, and may introduce automatic acceptance, automatic status updates, automatic completion, or other automation without amending these Terms. The Merchant must use the functions and instructions then available, monitor exceptions, out-of-stock Items, delays, cancellations, refunds, and other matters requiring intervention, and must not manipulate or misuse a manual or automated workflow.

Whether an Order status is updated manually or automatically, the Merchant remains responsible for actual preparation, accuracy, quality, packaging, and handoff. A system status does not by itself discharge the Merchant’s fulfilment obligations.

The ZOMI for Restaurant User Guide is available at docs.zomi.menu and describes common login, Order, preparation-time, out-of-stock, refund, menu, hours, password, language, and printer workflows. If the interface changes, the actual functions and instructions shown in the current platform control, and the Merchant is responsible for training its staff.

8. Refund decisions and responsibility

Because the Merchant controls Item supply, preparation, quality, quantity, pricing, ingredients, packaging, and preparation time, refund decisions concerning those matters are normally made by the Merchant. Refunds involving platform risk review, automatic cancellation, or delivery operations are handled or decided by ZOMI under these Terms. The Merchant’s refund discretion is subject to applicable law, these Terms, and the ZOMI Refund Policy; a matter that these Terms assign to ZOMI is not within the Merchant’s sole discretion.

The following are normally decided by the Merchant:

• A pickup Order completed normally. ZOMI does not independently issue a refund; a request for a Full Refund, Partial Refund, or compensation is decided by the Merchant.
• A delivery Order completed normally, as regards refunds of Food Total, Food Tax, Merchant Tip, Packaging Fee, Packaging Tax, and other Merchant charges.
• Out-of-stock Items. Marking one or more Items out of stock does not automatically create a refund; the Merchant decides whether to refund and must separately process any approved refund. If an out-of-stock condition prevents fulfilment of the entire Order, the Merchant must cancel the entire Order through ZOMI for Restaurant, after which the system issues the applicable Full Refund.
• Merchant preparation delay. A Full Refund, Partial Refund, compensation, or refusal based only on preparation delay is normally decided by the Merchant, and ZOMI does not normally refund a preparation delay without Merchant authorization.
• Requests concerning food quality, taste, temperature, freshness, portion, missing Items or drinks, missing or substituted ingredients, appearance, mismatch with an image, Item descriptions, dietary attributes, allergens, food safety, preparation, storage, or other Item-related matters.
• Requests concerning packaging method, quality, damage, sealing, or leakage, unless ZOMI reasonably determines that the damage was caused entirely during delivery.
• Requests concerning Packaging Fee, Packaging Tax, Pickup Tip, and Merchant Tip, because those amounts are configured by or payable to the Merchant.
• User error, including selection of the wrong Merchant, Item, quantity, option, Pickup Time, ZOMI Account, Contact Information, Delivery Address, or Payment Method, or failure to pick up or receive an Order for a reason attributable to the User. ZOMI does not directly refund these; the Merchant may decide whether to refund.
• A missed Pickup Time where the Merchant no longer keeps the Order available. The Merchant decides whether to refund based on preparation, holding time, and the circumstances.
• A cancellation the User arranged with the Delivery Partner or Courier outside ZOMI instead of using an available ZOMI cancellation process. ZOMI does not directly refund the Order; the Merchant decides whether to refund Merchant amounts.
• A Courier cancellation caused by the Merchant not preparing the Order, not preparing it on time, or not handing it over. The Merchant normally decides and handles the refund of food and Merchant amounts.

If the Merchant refuses a refund in a Merchant-decided matter, ZOMI normally does not independently refund Service Fee, Service Fee Tax, Delivery Fee, Delivery Fee Tax, Courier Tip, Local Courier Fee, or other related charges, except where these Terms, risk controls, law, or a ZOMI investigation provide otherwise.

The following are investigated and decided by ZOMI:

• Non-fulfilment. Where an Order is shown as completed or charged but was not prepared, where the Merchant failed to provide or keep a pickup Order available at the Pickup Time, where the Merchant failed to prepare or keep a delivery Order available for the Courier at the designated time, or where the available evidence reasonably indicates non-fulfilment, ZOMI investigates and makes the final refund decision.
• An unanswered Merchant-decided matter. The User should first contact the Merchant; if the Merchant ignores the request, fails to respond or act within a reasonable time, or refuses to provide necessary information to ZOMI, ZOMI may investigate. If ZOMI reasonably determines after investigation that the User’s request is genuine, reasonable, and attributable to the Merchant, ZOMI may issue a Full Refund or Partial Refund without obtaining separate transaction-by-transaction authorization from the Merchant.
• Delivery-Related Reasons, including an Order or part of it lost or damaged during delivery, a delay of more than 30 minutes after Courier pickup, an extended period with no assigned Courier, inability of a Courier to reach a pickup or Delivery Address, cancellation only of the Delivery Service, or another issue primarily caused by delivery.
• Risk cancellations, after ZOMI identifies a suspected High-Risk User Account, Unauthorized or Fraudulent Card Transaction, Abusive or Fraudulent Ordering Activity, or similar risk. ZOMI decides whether, when, and how much to refund after review.
• Automatic cancellations, where the Merchant does not accept an Order within the required time, where the User validly cancels before Merchant acceptance and before assignment of a Courier, where applicable system rules require cancellation, or where the platform expressly states that automatic Full Refund applies.

In an investigation, ZOMI may use Order records, platform activity, User and Merchant statements, images, communications, complaint history, and other available information. For food-safety, significant health, unlawful-operation, or similarly urgent concerns, ZOMI may act before all Merchant communications are complete.

When the Merchant cancels an entire pickup Order through ZOMI for Restaurant, the automatic Full Refund normally includes Food Total, Food Tax, Pickup Tip, Packaging Fee, Packaging Tax, Service Fee, and Service Fee Tax. When the Merchant cancels an entire delivery Order, the automatic Full Refund normally includes Food Total, Food Tax, Merchant Tip, Packaging Fee, Packaging Tax, Service Fee, Service Fee Tax, Delivery Fee, Delivery Fee Tax, Courier Tip, and Local Courier Fee.

Except for risk controls, automatic cancellation, legal requirements, or another express provision, ZOMI does not normally cancel an entire Order on the Merchant’s behalf without authorization. A Merchant unable to fulfil must cancel promptly through ZOMI for Restaurant.

The Merchant may issue a Partial Refund by selecting the applicable Items or entering a custom amount through an available refund function, and may locate a completed Order in Order History or another available refund area. A Merchant-confirmed refund normally enters payment processing immediately and cannot be reversed, so the Merchant must verify the Order, Items, reason, and amount before confirming. The Merchant bears losses arising from refunding the wrong Order or Item, entering the wrong amount, issuing a duplicate refund, or making another Merchant refund error; ZOMI is not responsible for a Merchant-initiated refund error. The system may notify the User after a successful refund, and Stripe, the issuing institution, bank, or another payment provider determines the actual posting time.

Refund amounts and related costs borne by the Merchant may be deducted from current receivables, future receivables, or the Store Ledger. If a refund occurs after the relevant Settlement Period has been paid, ZOMI may deduct it from any later Payout Report or payout. If Merchant receivables for a period are less than refunds, Disputes, or other deductions, the Payout Report may show a negative balance that remains in the Store Ledger and is offset against later proceeds.

Refund decisions, scope, and processing are also governed by the ZOMI Refund Policy as updated from time to time. Continued login, Order processing, or use after an update constitutes acceptance of the updated policy.

9. Delivery orders

ZOMI may arrange delivery through DoorDash or another Delivery Partner, and may add, replace, or discontinue a provider. The Merchant must complete preparation by the expected time and hand the Order to the Courier promptly.

The Merchant bears related refunds and losses when a Courier cancels, leaves, or cannot complete pickup because the Merchant did not prepare or hand over the Order on time or could not be contacted. After correct handoff to the Courier, ZOMI coordinates issues primarily caused by the Courier — including loss, delivery damage, significant delay, or an extended lack of Courier availability — under the applicable policy.

The Merchant remains responsible for packaging selection, sealing, food safety, and completeness at handoff even when a third party performs delivery, must follow the delivery information in the system, and must not instruct a Courier to deliver to an address materially different from the recorded Delivery Address. ZOMI does not guarantee Courier availability or uninterrupted third-party delivery service.

10. Platform fees and payment processing fees

ZOMI may charge Users or Merchants disclosed service fees, platform fees, advertising fees, and other fees in connection with different services. Applicable fees may be disclosed through ZOMI Merchant Portal, an in-platform notice, a Payout Report, a campaign confirmation, or another separately confirmed method.

The Merchant bears all Stripe payment-processing fees generated by User payments. ZOMI may deduct the processing fees actually charged by Stripe or attributable to a transaction from Order proceeds or a later settlement. If Stripe or another payment provider changes its rates, fee structure, or applicable charges, the Merchant bears the resulting actual payment-processing fees.

Service Fee, Service Fee Tax, Delivery Fee, Delivery Fee Tax, Courier Tip, Local Courier Fee, and other amounts expressly identified as not payable to the Merchant are not Merchant receivables. A Merchant that joins a discount, promotion, advertising program, or other paid activity bears the costs it has accepted or authorized.

11. Dish Spotlight advertising

Dish Spotlight (DS) is a performance-based Item exposure and advertising service. After the Merchant requests, confirms, authorizes, or otherwise agrees to DS, ZOMI may promote selected Items and charge under the applicable rules. If an Order contains at least one Item using DS at the time of ordering, the entire Order may be classified as a Dish Spotlight channel Order.

The current DS advertising fee is generally 10% of the applicable fee base, and a different percentage may apply to a Merchant, campaign, period, or circumstance. The DS fee base is the Food Total plus Food Tax for the entire attributable Order, not only the price of the promoted Item. The DS fee is deducted directly from the attributable Order proceeds, so the Order receivable shown in the Payout Report may already be net of the DS fee. Each Order’s channel is shown in the Payout Report — current channels include Direct Order and Dish Spotlight, and ZOMI may add or modify channel categories.

DS rates, rules, and adjustments may not be displayed in ZOMI for Restaurant. ZOMI will notify the Merchant of a DS rate or rule change through an in-platform notice in ZOMI Merchant Portal, stating the applicable content or effective time. The Merchant must regularly review Merchant Portal notices; failure to review a notice does not prevent the announced DS rule from taking effect. ZOMI may change the DS rate, fee base, attribution method, or other rules at any time for market, service-cost, advertising-performance, product, or other business reasons.

A Merchant that does not agree to a DS change must promptly request cancellation through Merchant Portal Support. Until ZOMI provides another self-service method, DS cancellation must be requested that way. Cancellation is effective at the time confirmed and recorded by Support based on actual processing — submitting a request does not mean immediate cancellation. Orders created before the effective cancellation time and attributable to DS remain subject to the then-applicable DS fee. Orders created after effective cancellation are not charged for the cancelled DS service, but later refunds and Disputes relating to earlier Orders may still be adjusted in future reports.

12. Payout reports and merchant settlement

ZOMI generates a weekly Payout Report for each Store using Orders, payment records, refunds, Disputes, platform fees, and other adjustments. A Settlement Period is normally Monday through Sunday, and allocation of an Order to a period is determined by ZOMI system records and the Payout Report.

Because Stripe generally releases funds to ZOMI after a delay, Merchant settlement normally occurs one Settlement Period later. ZOMI normally uses online banking Direct Deposit each Monday to pay the net receivable for one Settlement Period, so funds generated during a Settlement Period from Monday through Sunday are normally received by the Merchant on the second Monday following the end of that period — commonly described as the Monday after next. This is an ordinary schedule, not a guaranteed receipt date: statutory holidays, bank processing, Stripe release timing, incorrect banking information, system issues, compliance review, or another reasonable cause may delay receipt.

Merchant receivables normally include applicable Food Total, Food Tax, Packaging Fee, Packaging Tax, Pickup Tip, and Merchant Tip. Deductions may include Stripe processing fees, DS advertising fees, Merchant-funded discounts, refunds, Dispute amounts, Dispute fees, overpayment corrections, and other Merchant-borne adjustments. Service Fee, Service Fee Tax, Delivery Fee, Delivery Fee Tax, Courier Tip, Local Courier Fee, and other amounts expressly identified as non-Merchant revenue are excluded from Merchant receivables. ZOMI is required to pay only the net amount remaining after all applicable deductions.

The Merchant must provide correct Direct Deposit information for a bank account owned by the Merchant or another lawful recipient accepted by ZOMI. To change its payout bank account, the Merchant must resubmit the new account information through the Deposit Account entry in ZOMI Merchant Portal and complete required verification; the new account becomes effective after ZOMI completes review and processing, and a payout already generated, processing, or scheduled may still be sent to the prior account. ZOMI is not responsible for indirect loss caused by a failed, returned, or delayed payout resulting from incorrect, expired, or incomplete bank information provided by the Merchant.

The Merchant must promptly review each Payout Report, including Order channel, revenue, fees, refunds, Disputes, adjustments, and net receivable. A claimed reporting error must be submitted promptly through Support with the relevant Order number, amount, and reasonable evidence. ZOMI may correct calculation, classification, duplicate-payment, missing-deduction, or other errors in the current or a future Payout Report.

ZOMI may withhold all or part of a payout while reasonably addressing fraud, abnormal transactions, serious complaints, legal requirements, identity or bank anomalies, or material expected refunds or Disputes. Unless mandatory law requires otherwise, withheld funds, negative balances, investigated amounts, and other settlement balances do not earn interest.

13. Disputes and chargebacks

The Merchant bears all financial responsibility for Disputes relating to its Store Orders, including unauthorized, fraudulent, or unrecognized card transactions. ZOMI may place a Dispute in the Settlement Period corresponding to Dispute Created and deduct it immediately, even if the underlying Order occurred in an earlier period or its proceeds were already paid, and may do so before final adjudication.

Each Dispute deduction may include the disputed Order amount and the processing fee charged by Stripe. Stripe currently generally charges CAD $15 for each Dispute; the Merchant bears this fee, as changed to reflect Stripe’s actual charge.

ZOMI may, but is not required to, submit evidence or a response to Stripe, an issuing institution, or another body on the Merchant’s behalf. If requested, the Merchant must provide Order, preparation, pickup, delivery, User communication, and other relevant records within the stated time. ZOMI does not guarantee that a Dispute will be won, withdrawn, or recovered, whether or not ZOMI submits a response. If disputed funds are later actually recovered, ZOMI will credit the net amount actually received to a later Payout Report after confirmation.

If period receivables do not cover total Disputes, fees, and other deductions, the Payout Report may be negative. A Dispute-related negative balance may be offset against any future Store Order proceeds or other amounts payable. If future proceeds are insufficient or the Store stops accepting Orders, ZOMI may require the Merchant to pay the full negative balance by the deadline specified in ZOMI’s written notice. Stopping Orders, closing an account, leaving ZOMI, selling a Store, or changing operators does not release responsibility for pre-existing Orders, refunds, Disputes, or unpaid amounts.

14. Store Ledger and change of operator

Order proceeds, refunds, Disputes, fees, adjustments, and negative balances are maintained at the Store Ledger level and do not reset when a Merchant User account is created, closed, or replaced. Creating a new administrator, deleting a former administrator, changing permissions, or allowing another person to take over Merchant Portal does not cancel an existing Store Ledger balance. While the Store continues to receive Orders, ZOMI may first apply later Store receivables against refunds, Disputes, fees, and other Store Ledger negative balances.

Before selling, transferring, leasing, or handing over a Store, or changing the operating entity, control, or principal ownership, the Merchant must notify Support. If the Merchant does not notify ZOMI, ZOMI has no duty to independently investigate whether a private sale, transfer, or operator change has occurred.

A new operator must create or use an authorized Merchant Account and review Store information, permissions, Payout Reports, and the Store Ledger. Login to ZOMI for Restaurant or Merchant Portal, continued Order acceptance, or receipt of Store payouts binds the new operating entity to the then-current Terms without a separate checkbox, acceptance click, or signature.

By obtaining Store access and continuing to accept Orders, manage Orders, or receive settlement, a new operator acknowledges that the Store may have historical refunds, Disputes, fees, or negative balances; that account, administrator, shareholder, controller, or operator changes do not clear the Store Ledger; and that later Store proceeds may be offset against existing negative balances. A new operator must review existing reports and the Store Ledger and obtain disclosure from the former operator before takeover — failure to review or receive disclosure does not prevent Store-level offset.

Unless ZOMI expressly releases it in writing, the former operator remains responsible for unsettled amounts arising during its operations. If only shares or control of the contracting entity change and the legal operating entity remains the same, that entity remains responsible for all existing obligations. If a new legal entity operates the Store, ZOMI may require written assumption of the Store Ledger and related obligations as a condition of continued service, and may suspend Order acceptance, payouts, or account access until operator identity, debt assumption, banking information, and Store permissions are reasonably confirmed.

The Merchant must not use a Store transfer, account change, account closure, new entity, or similar arrangement to avoid a refund, Dispute, fee, or negative balance. ZOMI will not obtain more than the amount actually due through duplicate recovery: payment by a former operator, a new operator, or Store proceeds must be reflected in the Store Ledger.

15. Taxes and tips

The Merchant is responsible for determining, reporting, and remitting GST, PST, and other taxes relating to Item sales, Packaging Fees, and other Merchant revenue. ZOMI may collect Food Tax, Packaging Tax, and other applicable taxes based on Merchant-provided or system-configured information, and may include Merchant tax amounts in settlement. The Merchant must confirm that its tax information and rates are correct and bears responsibility for incorrect information or failure to satisfy tax obligations. A ZOMI report or tax field is provided for recordkeeping and settlement and is not legal, accounting, or tax advice.

The Merchant must handle and distribute Pickup Tip, Merchant Tip, and other Merchant tips in accordance with applicable law and its lawful internal arrangements. Courier Tip is not Merchant revenue, and the Merchant has no right to retain or claim it.

16. Privacy and user information

ZOMI may provide the Merchant with the User name, telephone number, Order contents, pickup information, and other information necessary for fulfilment. The Merchant may use User information only for fulfilment, after-sales support, safety, dispute handling, or another necessary and legally permitted purpose.

Without valid User consent, the Merchant must not use Order contact information for advertising, promotional messages, marketing calls, or other commercial electronic messages, and must not sell, rent, or disclose ZOMI User personal information to an unrelated third party.

The Merchant must use reasonable administrative, technical, and physical safeguards against unauthorized access, use, copying, loss, or disclosure, and must notify ZOMI immediately of a data breach, security incident, or unauthorized use involving ZOMI User information and cooperate in remediation. User information may be retained only as long as reasonably necessary for fulfilment, disputes, accounting, or law, and must then be securely deleted or anonymized.

The Merchant must comply with applicable privacy, data-protection, and commercial electronic-message laws, and must have authority to provide ZOMI with personal information of owners, administrators, employees, and other Merchant Users. A User’s Order does not make the User information the Merchant’s exclusive property or prevent ZOMI from continuing to serve the User under the ZOMI Privacy Policy.

17. Merchant content and intellectual property

Merchant Content includes names, trademarks, logos, images, menus, Item descriptions, operating information, and other materials supplied by the Merchant. The Merchant represents that Merchant Content is accurate, lawful, and non-infringing, and must not upload images, marks, music, text, or other third-party materials it is not entitled to use.

The Merchant grants ZOMI a non-exclusive, worldwide, royalty-free, sublicensable licence to host, copy, format, display, promote, and distribute Merchant Content for operation and promotion of ZOMI and the Store. ZOMI may use Merchant names, menus, images, and logos in user applications, H5 pages, search results, social media, advertising, email, and other promotional channels, and may crop, format, classify, or make other reasonable presentation or technical adjustments that do not materially change the meaning of Merchant Content.

ZOMI and its licensors own the platform, software, design, marks, technology, data structures, report formats, and other ZOMI content. Without written permission, the Merchant must not copy, sell, rent, reverse engineer, scrape, or use ZOMI technology or content to build a competing service.

18. User reviews and public store information

Users may publish ratings, reviews, images, and other content about Stores, Items, and Order experiences. The Merchant cannot require removal merely because a review is negative or affects a rating. ZOMI may review, restrict, or remove content that appears false, unlawful, harassing, infringing, or irrelevant under platform rules. The Merchant must not create fake Orders or reviews, purchase reviews, coerce a User to change a review, or condition a refund or benefit on removal of a reasonable review.

After a Merchant stops accepting Orders or leaves Merchant services, ZOMI may continue displaying lawful public Store names, addresses, telephone numbers, hours, menus, historical information, and User reviews. Closing Order acceptance or discontinuing a Merchant Account does not require ZOMI to remove the Store page from user applications, H5 webpages, search results, or other channels. If a Store permanently closes or public information changes, the Merchant may provide evidence to Support, and ZOMI may update the Store status or information after verification.

19. Prohibited conduct

The Merchant must not:

• create or arrange fake Orders, circular transactions, or other artificial activity for improper benefit;
• manipulate DS attribution or advertising performance through fake activity, misleading Item configuration, or account manipulation;
• split Orders, falsify channels or refunds, divert payments, or otherwise evade applicable fees;
• harass, threaten, discriminate against, or retaliate against a User because of a complaint, refund request, or review;
• upload malicious code, interfere with systems, bypass security, probe vulnerabilities, or access another account or data without authorization;
• use ZOMI for fraud, money laundering, infringement, unlawful product sales, or another unlawful purpose;
• ask a User to cancel an Order already submitted through ZOMI and pay elsewhere in order to avoid fees or records.

The Merchant must reasonably cooperate with investigations of suspicious Orders, refunds, Disputes, food-safety events, and account-security issues.

20. Platform operation and service changes

ZOMI services are provided as available and may be interrupted for maintenance, upgrades, networks, third-party services, or other causes. ZOMI may add, modify, replace, or discontinue a platform function, Order method, report field, marketing service, or third-party integration.

The Merchant is responsible for compatible devices and operating systems and for installing required ZOMI for Restaurant updates. Push notices, messages, or emails may be delayed by device settings, networks, or third parties, so the Merchant must still actively review ZOMI for Restaurant and Merchant Portal.

Absent manifest error, ZOMI system records of Order time, channel, payment, refund, Dispute, and account action may be used to determine the relevant facts.

21. Investigation, suspension, and account closure

ZOMI may investigate User complaints, food-safety issues, abnormal Orders, fraud risk, unlawful operations, account transfers, and suspected violations, and may suspend Order acceptance for an Item, Store, or Merchant Account based on its reasonable judgment.

ZOMI may act immediately and without advance notice for food-safety risk, licence expiry, fraud, serious complaints, unlawful operation, account-security risk, refusal to cooperate, or harm to platform or User interests, and may close an account or terminate all or part of the services for a serious, continuing, or repeated breach.

During an investigation, ZOMI may reasonably withhold Store payouts to address potential refunds, Disputes, unlawful proceeds, or other risks, and may remove, restrict, or correct unlawful, false, infringing, dangerous, or materially inaccurate Merchant Content or Items.

The Merchant is not entitled to compensation for expected Orders, profit, or goodwill resulting from reasonable suspension, closure, exposure adjustment, or compliance action.

22. Leaving ZOMI

The Merchant may stop receiving new Orders at any time by closing the Store’s Order-acceptance status, and need not give advance notice. Closing Order acceptance does not affect Orders already accepted or in progress, and does not automatically remove the public Store page, menu information, historical information, or reviews.

Refund, Dispute, negative-balance, tax, privacy, confidentiality, intellectual-property, indemnity, and other obligations that by nature should continue survive exit. ZOMI may pay the remaining net receivable after addressing known and reasonably expected refunds, Disputes, and fees. A Merchant leaving with a negative balance must pay it by the deadline stated by ZOMI and may not avoid it merely by stopping Orders.

23. Confidentiality

Confidential Information includes ZOMI’s non-public product plans, technical materials, internal operations, non-public fee arrangements, Merchant reports, and other information marked or reasonably understood as confidential. The Merchant may use Confidential Information only as necessary to use ZOMI services and operate the Store.

The Merchant may disclose Confidential Information only to personnel or advisers with a need to know and a confidentiality obligation, or as required by law. If law requires disclosure, the Merchant must give ZOMI advance notice where legally permitted.

24. Disclaimers and limitation of liability

Except as expressly stated, ZOMI does not warrant uninterrupted or error-free operation, any particular marketing result, Order volume, or business outcome. To the extent permitted by law, ZOMI is not responsible for matters independently controlled by Stripe, financial institutions, Delivery Partners, communications providers, Users, or other third parties. The Merchant bears risks arising from food quality, operating costs, employees, Store safety, menu prices, taxes, licences, and its own business decisions.

To the maximum extent permitted by law, ZOMI is not liable for lost profits, revenue, goodwill, business interruption, data loss, or indirect, incidental, special, exemplary, or consequential damages, and ZOMI’s aggregate liability arising from these Terms or Merchant services does not exceed the total platform and advertising fees actually paid by or deducted from the Merchant for the relevant Store during the six months before the event giving rise to liability.

These Terms do not exclude or limit liability that applicable law expressly prohibits from being excluded or limited. The Merchant must take reasonable steps to mitigate actual or potential loss.

25. Merchant indemnity

The Merchant must indemnify and hold harmless ZOMI, its affiliates, personnel, and partners from third-party claims, losses, penalties, liabilities, and reasonable costs arising from:

• Items, food quality, allergens, food safety, preparation error, packaging error, and other Merchant fulfilment issues;
• missing licences and violations of tax, employment, privacy, consumer-protection, or other laws;
• Merchant Content that infringes a trademark, copyright, privacy, or another third-party right;
• unauthorized use, disclosure, or inadequate protection of User information by the Merchant;
• Merchant Orders, refunds, Disputes, fraudulent transactions, incorrect charges, and fee evasion;
• breach of these Terms, misrepresentation, or unlawful conduct by the Merchant.

ZOMI will reasonably notify the Merchant of a claim and may participate in or control the defence and settlement. The Merchant must not settle in a manner admitting ZOMI liability without ZOMI’s consent.

26. Updates and notices

ZOMI may update these Terms for legal, service, risk-management, or business reasons, and may provide an update through a Merchant Portal notice, a Merchant Account notice, email, or another reasonable electronic method.

Updated Terms take effect on the date stated in the notice. After that date, the Merchant’s next login to ZOMI for Restaurant or Merchant Portal, continued Order processing, Store management, service use, or receipt of settlement constitutes acceptance without a checkbox, acceptance click, opening of the Terms, or signature. A Merchant that does not agree to an update must stop logging in and using the affected service before the effective date and contact Support where necessary.

An in-platform notice is provided when posted in a Merchant-accessible Merchant Portal; failure to log in, view, or act on the notice does not affect its effectiveness. ZOMI may retain accepted or applicable versions of these Terms and related electronic records to determine which version governs.

27. General terms

These Terms, the incorporated policies, and applicable service-specific rules form the entire agreement concerning the Merchant services. If a provision is invalid or unenforceable, it is limited or severed only to the minimum necessary and the remainder continues in effect. A failure by ZOMI to immediately enforce a right is not a waiver.

The Merchant may not assign these Terms, a Merchant Account, or related rights or obligations without ZOMI’s written consent. ZOMI may assign these Terms to an affiliate, business successor, acquirer, or other entity assuming the relevant service.

A party is not liable to the extent performance is prevented by a natural disaster, extreme weather, war, government act, public-health event, network or power interruption, third-party system failure, or another event beyond reasonable control. Except as expressly stated, these Terms do not create an independent enforcement right for a third party.

Payment, refund, Dispute, negative-balance, tax, privacy, confidentiality, intellectual-property, liability, indemnity, and dispute provisions survive discontinuation of the services. If these Terms are provided in more than one language and the versions conflict, the designated official English version controls unless applicable law requires otherwise.

28. Governing law and dispute resolution

These Terms are governed by the laws of British Columbia and the applicable federal laws of Canada. Before commencing proceedings, the Merchant should submit the relevant Store, Order, report, and dispute information through Support and attempt reasonable resolution.

A dispute not resolved through communication must be brought before a court of competent jurisdiction in Vancouver, British Columbia, unless mandatory law provides otherwise. A party may seek injunctive or urgent relief for a breach involving intellectual property, confidentiality, data security, or platform security.

29. Official support channels and contact

Merchant Portal Support is the official channel for business questions, service requests, and matters requiring action by ZOMI. It may be used for Orders, cancellations, refunds, payouts, Payout Reports, menus, Store settings, accounts, permissions, systems, technical issues, DS activation or cancellation, and other matters requiring investigation or follow-up.

ZOMI may provide AI Support, Human Support, or both. AI Support may provide instructions, information, and preliminary assistance; a matter requiring human judgment, investigation, or execution may be referred to Human Support. Support submissions, attachments, responses, status, and communication history may be recorded and used as the official case record.

A request requiring ZOMI action is submitted when Merchant Portal Support successfully receives it and creates a record. A message sent only through another communication channel is not an official submission.

Instant-messaging groups, group chats, social-media groups, and other non-Portal channels are primarily for official announcements, product and feature updates, important service notices, and general Merchant communications unless ZOMI expressly designates otherwise. A non-official channel is not a formal support channel for an Order, refund, payout, menu, account, system, DS, or other specific business issue, and ZOMI is not required to investigate, process, or respond there. A message sent only through a non-official channel does not mean that ZOMI has received, accepted, approved, or begun processing the request, and is not effective authorization for a refund, DS cancellation, payout-account change, menu change, permission change, Store-setting change, or other action. ZOMI may direct a Merchant that raises a specific business issue through a non-official channel to resubmit it through Merchant Portal Support, and the official submission time is the time the Portal creates the record, not the time of the earlier message.

If a login or system failure prevents access to Merchant Portal, the Merchant may email hello@zomi.menu with its Store name, contact information, and issue. Otherwise, action requests must be submitted through Merchant Portal Support.

Mailing address: