Merchant Agreement

1. DEFINITIONS

• "Services" means the platform, APIs, apps, and related services provided by Porsa.
• "Merchant of Record (MoR)" means the entity legally authorized to process customer payments and assume liability for the transaction. Porsa acts as the MoR.
• "Customer" means the end-user purchasing goods or digital content through the Porsa platform.
• "Settlement" means the commercial payment made by Porsa to the Merchant for goods supplied, after the deduction of fees.

2. APPOINTMENT AND RELATIONSHIP

2.1 The Merchant of Record Model

The Parties expressly acknowledge that this Agreement constitutes a supply and resale arrangement, not a payment processing agreement.

• Porsa as MoR: Porsa is the sole merchant of record for all customer transactions.
• Merchant as Supplier: The Merchant acts solely as a vendor/supplier. You provide products to Porsa, which Porsa then "resells" to the Customer.
• Revenue Ownership: All customer payments constitute revenue of Porsa. The Merchant has no authority to receive, hold, or process payments directly from customers.

2.2 Regulatory Compliance

• CEMAC/UEMOA Rules: This model is designed to comply with CEMAC/COBAC and UEMOA regulations (specifically R-2019/02).
• No Banking License Required: Because the Merchant receives a commercial settlement for goods supplied rather than processing regulated third-party payments, the Merchant is protected from needing specific financial licenses.

3. ACCOUNT OBLIGATIONS AND KYC

3.1 Registration

To access the Services, the Merchant must register an account and provide accurate business details, including name, email, phone, and relevant tax/business IDs (RCCM/NIU).

3.2 KYC and AML

Porsa is required by law to perform Know Your Customer (KYC) and Anti-Money Laundering (AML) checks. You agree to provide valid identity documents (e.g., ID card, passport, business registration) upon request. Failure to provide these may result in delayed payouts or account suspension.

4. PRODUCTS, PRICING, AND INVENTORY

4.1 Product Submission

The Merchant may submit product information, stock levels, and Suggested Retail Prices (SRP) via the Merchant Portal. The Merchant warrants that all listed products are legal and do not violate Porsa's list of Prohibited Items (e.g., illegal drugs, weapons, counterfeit goods).

4.2 Pricing Control

While the Merchant suggests prices, Porsa retains exclusive control over the final retail price displayed to customers. The Merchant agrees that Porsa may adjust pricing to comply with platform rules, margins, promotions, or regulatory requirements.

4.3 Digital Products

For digital goods (ebooks, software, templates), Porsa will handle secure delivery via automated, expiring download links sent instantly to the Customer upon payment.

5. ORDERS AND LOGISTICS

5.1 Fulfillment

• Physical Goods: Porsa integrates with DHL and local courier networks. When a customer orders, a courier is automatically dispatched for pickup and delivery.
• Obligations: The Merchant must have the item packaged and ready for handover to the courier within the promised timeframe.
• Tracking: Real-time tracking is provided to both the Merchant and Customer.

6. FEES, PAYMENTS, AND SETTLEMENTS

6.1 Pricing Plans

The Merchant agrees to the fees associated with their selected subscription tier as outlined below:

6.2 Payment Processing

Customer payments are received exclusively by Porsa through licensed Payment Service Providers (e.g., MTN MoMo, Orange Money, Visa/Mastercard).

6.3 Settlements

• Calculation: Porsa will calculate amounts owed to the Merchant (Sales Revenue minus Transaction Fees, Monthly Costs, and any Refunds) and issue settlements.
• Nature of Funds: The financial information displayed in your portal represents sums owed by Porsa to you as part of a commercial supply agreement. It does not constitute customer payments held "on behalf" of the Merchant.
• Payouts: Settlements are made to the Merchant's designated local currency account (XAF, NGN, KES) or USD account. The Merchant has no claim to customer funds prior to settlement by Porsa.

7. RETURNS, REFUNDS, AND DISPUTES

7.1 Dispute Handling

All disputes, chargebacks, or refunds are handled solely by Porsa.

7.2 Liability for Disputes

If a Customer initiates a valid chargeback or return due to product defect or non-delivery (where the Merchant is at fault), Porsa reserves the right to debit the provisional amount from the Merchant's account balance or future settlements.

8. TERM AND TERMINATION

8.1 Suspension

Porsa may suspend or limit accounts for breaches of this Agreement, suspicious activity, or legal requests.

8.2 Termination

Either party may terminate this agreement at any time. Upon termination, Porsa will settle any remaining funds owed to the Merchant, subject to a holding period for potential chargebacks or returns.

9. GENERAL PROVISIONS

9.1 Intellectual Property

The Merchant retains rights to their product content but grants Porsa a license to host and display such content to provide the Services. Porsa owns all IP regarding the platform, software, and branding.

9.2 Limitation of Liability

To the maximum extent permitted by law, Porsa's liability is limited to direct damages up to the amount of fees paid by the Merchant in the prior 12 months.

9.3 Governing Law

For Merchants operating in CEMAC/UEMOA regions, this Agreement is governed by the laws of the Republic of Cameroon. Disputes shall be submitted to the competent courts in Yaoundé or an agreed arbitration forum.