Merchant Services Agreement

Version 1.7 · Effective October 5, 2026 · Between Ujarmeli LLC, a Wisconsin limited liability company registered in the State of Wisconsin, and the Partner named in the Partner's online application

1. Parties and acceptance

1. This Merchant Services Agreement (the "Agreement") is between Ujarmeli LLC, a Wisconsin limited liability company organized and registered under the laws of the State of Wisconsin, operating the Khinkali.com online platform and its related domains ("Ujarmeli", "we", "us"), and the restaurant, bakery, caterer, grocery, wine shop or other business identified in the partner application (the "Partner", "you").
2. You accept this Agreement electronically by ticking the acceptance box and submitting the partner application at khinkali.com/join. The person submitting confirms they are authorised to bind the Partner. Electronic acceptance has the same effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act as adopted in Wisconsin (Wis. Stat. ch. 137). We keep a record of the acceptance (name, email, date and time, IP address and version accepted).
3. The Agreement takes effect when we approve your application (the "Start Date"). Until then, neither party is bound.

2. The service

1. Khinkali.com lists Georgian restaurants and food businesses and routes customer order requests to the nearest participating Partner (the "Service"). We are a marketing, ordering and technology platform. We do not prepare, sell, store or deliver food or goods; the Partner is the seller to the customer.
2. Order requests are sent to the order email you give us, with a link to accept or decline. We may also forward order requests by phone, SMS or messaging apps.
3. If you do not answer an order request within 15 minutes (24 hours for grocery and pre-orders), or you decline it, we may send it to another business. Catering requests follow section 2.5. We do not guarantee any number of orders.
4. Your listing (name, address, phone, photos, menu highlights, delivery area) appears on the Khinkali.com map and directory. Partners receive a partner badge and priority in order routing within their delivery radius.
5. Catering and event requests. For catering, supras and other events, we may send the customer's request to up to three Partners at the same time and invite each to quote a total price within 48 hours. The customer compares the quotes and books one. Only the Partner whose quote the customer books pays the catering commission in Schedule A, calculated on its quoted event total (or the final total agreed with the customer, if different, which the Partner must report to us). Partners that are not booked pay nothing. Customer contact details are shared only with the booked Partner, and the Partner's quote is an offer to the customer that the Partner must honour if booked, subject to final details agreed directly with the customer.

3. Commission and fees (Schedule A)

1. Listing is free. You pay one flat commission for each order you accept. Declined, unanswered or cancelled-before-acceptance orders cost nothing. The commission is based on the order total before tax and tips that you enter when accepting:

2. Free period and founding rates. No commission is charged for the first 60 days after the Start Date. The first 100 Partners keep the Schedule A rates for 12 months from their Start Date.
3. Optional paid plans. Featured listing (39 per month) and Priority zone (99 per month), in the Partner's currency under section 3.4, are optional, billed monthly in advance through Stripe from the date the Partner starts the plan, and can be cancelled at any time by email, effective at the end of the current month. Plan benefits start when the first payment succeeds and pause if a payment is more than five (5) business days late, until it is paid. Priority zone covers up to three postal codes that we confirm before billing; only one Partner can hold each postal code at a time, and orders from customers who give one of those postal codes are offered to that Partner first. If the Partner cannot accept within the response time, the order moves on under section 2.3. We do not guarantee any number of orders from a zone. The Shop Georgian subscription is governed by section 13.
4. Local currency. All amounts in this Agreement (Schedule A commissions, optional plans and the Shop Georgian subscription) are charged in the currency of the country in the Partner's business address as stated in its application: pounds sterling (£) for the United Kingdom, euro (€) for countries in Europe, and US dollars ($) for the United States and all other countries. The same numerical amounts apply in each currency (for example, £2.00 or €2.00 instead of $2.00, and £39 or €39 instead of $39). Order totals entered by the Partner and online customer payments for the Partner's orders use the same currency. If the Partner's business address moves to another country, the currency changes from the next billing period after the Partner notifies us.
5. Commissions exclude sales tax, VAT or similar taxes, which are added where required by law.
6. We may change Schedule A with at least 30 days' notice by email. The founding-rate guarantee in section 3.2 overrides any increase during its term.

4. Payments and payouts

1. Online payments through Stripe Connect. To receive card payments through Khinkali.com you connect your own Stripe account through the onboarding link we provide. You agree to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. Stripe verifies your identity and business; Ujarmeli does not see or store your bank account or card details.
2. You are the merchant of record. When you accept an order, the customer may receive a secure Stripe payment link for the amount you entered. The payment is made to your Stripe account. Stripe's processing fees (in the USA currently 2.9% + 30¢ per successful card charge, set by Stripe) are charged to your Stripe account.
3. Commission deducted at payment. For orders paid online, our commission under Schedule A is deducted automatically from the payment as a Stripe application fee and transferred to Ujarmeli. You receive the balance.
4. Payout schedule. Stripe pays out your balance to your bank account on the payout schedule set in your Stripe account (in the USA typically daily on a rolling two-business-day basis, or weekly or monthly as you choose). Ujarmeli does not hold your funds and does not control the timing of Stripe payouts.
5. Orders paid directly to you. For accepted orders the customer pays you directly (cash, your own card terminal or payment link), we invoice the commission monthly in arrears. Invoices are due within 10 days and may be paid by card or bank transfer through Stripe. You authorise us to charge a payment method you save with us for invoices that are overdue by more than 10 days.
6. You must enter the correct order total when accepting. We may review orders against payment records and correct commissions that were based on an incorrect total.
7. Late invoices may incur interest at 1% per month or the highest lawful rate, if lower. We may pause order routing to accounts more than 30 days overdue.
8. Refunds, chargebacks and losses. The Partner, as merchant of record, is solely responsible for all refunds, chargebacks, disputes, fines, fraud losses and negative balances on its Stripe account, and for all Stripe fees charged to that account, including fraud-screening (Radar) fees. Ujarmeli LLC is not responsible for any of them. Under the Stripe account configuration used by Khinkali.com, Stripe collects its fees from, and manages losses on, the Partner's own account. If any such amount is nevertheless charged to Ujarmeli LLC, the Partner will reimburse it within 10 days of our request, and we may set it off against amounts we owe the Partner.

5. Order fulfilment responsibilities

1. You set your own menu, prices, delivery fees, hours and delivery area, and keep them accurate on Khinkali.com.
2. After accepting an order you contact the customer promptly to confirm the items, price, time and payment method, and you prepare and deliver (or hand over) the order as agreed.
3. You are solely responsible for the food and goods you sell and for their delivery, including quality, food safety, hygiene, temperature control, packaging, allergen information, labelling, alcohol age checks, and the conduct of your staff and couriers.
4. You hold and maintain all licences, permits, insurance (including general and product liability, and auto liability where you deliver) and tax registrations required for your business, and you comply with all applicable laws.
5. You handle customer complaints, refunds and chargebacks for your orders. For online payments, refunds are issued from your Stripe account. If an online order is refunded in full because it was cancelled before preparation, we refund our commission on that order; otherwise commissions on accepted orders are not refundable.
6. You will not use Khinkali.com to sell products you are not permitted to sell, and you will not redirect Khinkali.com customers to avoid commissions on orders received through the Service.
7. Menus and product lists. If you publish a menu or product list on Khinkali.com, you are solely responsible for its content and for keeping it current, including prices, descriptions, availability, ingredient and allergen information and any labelling required by law. Prices shown are set by you; the total you confirm when you accept an order is the price of that order. You will upload only photos and text that you own or are licensed to use. We may hide or remove menu content that appears inaccurate, unlawful or infringing.

6. Customer data and privacy

1. Each order request contains customer personal data (name, phone, email, delivery address and order details). You may use it only to fulfil and support that order, and for no other purpose, including marketing, unless the customer separately consents to hear from you directly.
2. You keep customer data confidential and secure, limit access to staff who need it, do not sell or share it, and delete it when no longer needed for the order, accounting or legal obligations.
3. You notify us at partners@khinkali.com within 72 hours of becoming aware of any unauthorised access to customer data received from Khinkali.com.
4. Both parties comply with applicable privacy and data protection laws, including the California Consumer Privacy Act where applicable and, for Partners in the European Union or United Kingdom, the GDPR and UK GDPR. Where those laws apply, each party acts as an independent controller of the customer data it holds.
5. We process your business and contact information to run the Service, to bill you and to communicate with you, as described in our privacy notice. We share it with Stripe to enable payments and with customers to the extent needed for their orders.

7. Listing content and brand

1. You grant Ujarmeli a non-exclusive, royalty-free, worldwide licence, for the term of this Agreement, to display your business name, logo, photos, menu information and address on Khinkali.com, its related domains and marketing, to promote you and the Service.
2. You confirm you have the rights to the content you give us. We may edit listing content for accuracy, format or length.

8. Term and termination

1. This Agreement runs from the Start Date until terminated. Either party may terminate it for convenience with 30 days' notice by email.
2. Either party may terminate immediately by email if the other party materially breaches this Agreement and does not cure the breach within 10 days of notice, or immediately for food-safety incidents, fraud or illegal conduct.
3. On termination we remove your partner badge and stop routing orders to you. Commissions for orders accepted before termination remain payable. Sections 4.5–4.8, 5.3–5.5, 6, 9, 10, 12 and 13.5 survive termination.

9. Indemnification

You will defend, indemnify and hold harmless Ujarmeli LLC, its members, managers and staff from and against all claims, losses, damages, fines and costs (including reasonable attorneys' fees) arising from the food and goods you sell, their preparation, delivery or consumption, your staff or couriers, your breach of this Agreement or of law, or your handling of customer data.

10. Disclaimers and limitation of liability

1. The Service is provided "as is". We do not guarantee that it will be uninterrupted or error-free, or any level of orders or revenue.
2. To the fullest extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, or lost profits. Ujarmeli's total liability under this Agreement is limited to the commissions you paid us in the three months before the claim arose.

11. Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship. The term "Partner" is used for convenience only.

12. General

1. Changes. We may update this Agreement by giving at least 30 days' notice by email. If you continue to accept orders after the change takes effect, you accept the updated Agreement; if you do not agree, you may terminate under section 8.1.
2. Notices. Notices to Ujarmeli: partners@khinkali.com. Notices to you: the email address in your application, as updated by you.
3. Governing law and venue. This Agreement is governed by the laws of the State of Wisconsin, without regard to conflict-of-law rules. The state and federal courts located in the State of Wisconsin have exclusive jurisdiction over any dispute arising from this Agreement, and each party consents to their jurisdiction. Ujarmeli LLC operates Khinkali.com as an online business; the place where a Partner is located does not change the governing law.
4. Entire agreement. This Agreement, including Schedule A, section 13 and the Khinkali.com Terms of Service, is the entire agreement between the parties about its subject. If any provision is unenforceable, the rest remains in effect. Neither party may assign this Agreement without consent, except to a successor of its business. Failure to enforce a provision is not a waiver.

13. "Shop Georgian" Subscription Program and Platform Placement

1. Subscription fee structure. By enrolling in the "Shop Georgian" program, the Partner agrees to a recurring monthly subscription fee of $39 USD, or £39 or €39 under section 3.4 according to the Partner's business address, billed automatically via Stripe on a 30-day cycle starting from the date of digital execution, which is the date the Partner completes the subscription checkout after we approve its application. Each fee is charged in advance for the following 30 days. The fee excludes sales tax or similar taxes, which are added where required by law.
2. Platform benefits and map placement. In exchange for the monthly subscription, Khinkali.com (operated by Ujarmeli LLC) agrees to feature the Partner on the digital Atlas using a unique visual identifier (a color and icon marker distinct from restaurant partners). The Partner receives a dedicated profile within the "Shop Georgian" directory displaying its approved logo, business description and direct transactional links. The subscription also includes, while available: a promo code shown on the profile, suggestion to customers who order where no Georgian kitchen delivers, a monthly report of visits and map taps sent through Khinkali.com, and permission to display a "Shop Georgian partner" badge. We may add, change or improve benefits and their presentation, provided the benefits in the first two sentences of this section remain in place during the subscription.
3. Termination and delinquency. The Partner may cancel the monthly subscription at any time with fifteen (15) days' written notice to partners@khinkali.com. Cancellation takes effect at the end of the notice period; fees already charged are not refunded, and no further fee is charged after the effective date. Ujarmeli LLC reserves the right to immediately alter, suspend, or change the color or status of the Atlas pin to a standard grey or inactive state, and to hide the Partner's logo, links and promo code, if subscription payments fail or become delinquent past five (5) business days. Full placement is restored when the overdue amount is paid. If payment is not received within 30 days, we may cancel the subscription and remove the listing.
4. Approval and content. We review every application and may decline or remove a listing that does not sell Georgian or Georgian-related products or that breaches this Agreement. The Partner's logo, description and links must be accurate, lawful and owned or licensed by the Partner; section 7 (listing content and brand) applies to them. We may edit content for accuracy, format or length.
5. Partner's products and sales. The Partner is the seller of all products offered through its links and is solely responsible for them, including pricing, taxes, labelling, import rules, food safety, shipping, returns, customer service and, for alcohol, licensing, age verification and the laws of each place it ships to. Sections 5.3, 5.4 and 9 apply to these sales. Promo codes are honoured by the Partner on its own terms.
6. No guaranteed results. Placement, ordering and map display are decided by us and may change. We do not guarantee any number of visitors, clicks or sales. Click and visit reports are provided in good faith and may be approximate.
7. Orders. A Shop Georgian subscription does not by itself make the Partner an order partner. Sections 2.2, 2.3, 3 and 4 apply only if the Partner also applies and is approved to receive orders through the Service, in which case the commissions in Schedule A apply in addition to the subscription fee.
8. Price changes. We may change the subscription fee with at least 30 days' notice by email; the change applies from the first billing cycle after the notice period. The Partner may cancel under section 13.3 instead.
9. Commission option (no subscription). Instead of the monthly subscription, a Shop Georgian Partner may choose, in its application, to sell through Khinkali.com and pay a commission per sale. Under this option: (a) no subscription fee is charged and sections 13.1 to 13.3 do not apply; (b) the Partner receives a profile in its Shop Georgian category with an "Order through Khinkali.com" button, but not the featured placement, map pin, promo code display or visitor report that come with the subscription; (c) customer orders are sent to the Partner's order email under section 2.2, and the Partner accepts or declines each order within 24 hours; (d) for each accepted order the Partner pays the commission in Schedule A on the order total including shipping and excluding taxes: the "Groceries, wine and shipped goods" rate for food, drink and grocery products, and the "Georgian souvenirs, crafts, art, clothing, textiles, books and music" rate for all other products; (e) sections 2.2, 2.3, 3 (including the 60-day free period and founding rates), 4 and 5 apply to these orders, with "deliver" meaning ship or hand over; (f) the Partner is solely responsible for shipping, packaging, delivery times, customs, duties and import rules, returns, product safety and labelling, intellectual property in the goods it sells and, for alcohol, the laws of each place it ships to (section 13.5); and (g) either party may end the commission option under section 8.1. A Partner may hold both the subscription and the commission option; the commission then applies to orders placed through Khinkali.com.

Ujarmeli LLC, a Wisconsin limited liability company · partners@khinkali.com · Merchant Services Agreement version 1.7