Universal Merchant & Commercial Agreement

1. Platform Architecture & Tri-Jurisdictional Scope

This Universal Merchant and Commercial Agreement constitutes a legally binding contract between Braai (Pty) Ltd (“Platform Operator”, “Braai”, “we”) and registered commercial merchants, artisans, and sellers (“Merchant”, “you”).

Braai is a global community commerce super-app operated by Braai (Pty) Ltd (registered in the Republic of South Africa). Commerce operations are structured across three statutory tiers: international commercial standards, user domicile tax requirements, and the South African statutory perimeter governing the platform operator.

Braai provides software coordination, point-of-sale terminal software, catalog discovery, and order management. Regulated fiat acquiring, payment card processing, and interbank settlement are executed independently by licensed banking and payment partners behind Perimeter Gateways.

2. Dual Merchant Settlement Models (Path A vs. Path B)

To accommodate diverse business scales—from neighborhood bakers to multi-store retail supermarkets—Braai provides two distinct commercial settlement pathways:

A. Path A: Community Seller & Micro-Merchant (Internal Agency Model)

• Platform Take Rate: 3.50% (350 bps) on completed online marketplace transactions. The merchant retains 96.50% of gross sales.
• Statutory Agency Status (VAT Act 89 of 1991, Section 54(1)): Community Sellers operate under a statutory agency model where Braai facilitates the transaction on behalf of the principal without creating an intermediate taxable supply by the platform operator.
• Statutory Warranty Absorption (CPA 68 of 2008, Sections 54–56): Braai (Pty) Ltd absorbs baseline statutory consumer warranty claims to protect micro-traders and ensure consumer trust.
• Automated Annual Tax Pack: Includes automated third-party transaction reporting (such as SARS IT3(b) data exports) for seamless annual tax compliance.
• Settlement Speed: 0ms instant payout into the merchant’s non-custodial wallet with zero daily payout fees.

B. Path B: Registered Business & Enterprise (Independent Principal Model)

• Platform Take Rate: 4.50% to 5.00% (450–500 bps) on completed online marketplace transactions. The merchant retains 95.00% to 95.50% of gross sales.
• Independent Principal Status: Registered corporations issue independent indirect tax invoices (such as VAT-201 15% in South Africa or local GST/Sales Tax) directly to consumers.
• Enterprise Systems Integration: Direct access to enterprise ERP inventory webhooks, multi-lane shift balancing, and multi-teller reconciliation (Account 2020 Business Settlement).
• Direct Statutory Representation: Merchants manage their own consumer warranty allocations and commercial dispute workflows.

3. In-Person Point of Sale (POS) & Tap-to-Pay Fleet

In-store and mobile physical checkouts operate on direct at-cost pass-through principles:

• External Payment Card Acquiring: 2.50% flat at-cost pass-through acquiring for all EMV contactless card taps, chip & PIN, and mobile wallet taps. Zero hidden processor markups.
• Closed-Loop Sovereign Embers Tap: 0.0% transaction fee on internal double-entry ledger transfers (Account 1010), eliminating card-scheme fee leakage entirely.
• Hardware Procurement Model: POS terminals are purchased outright directly from certified global manufacturing partners or merchants utilize their own devices (SoftPOS). Braai does NOT enforce mandatory monthly hardware terminal leases.
• Zero Software Lock-In: Core transactional POS operations incur zero mandatory monthly software subscription fees. Optional advanced Pro tiers (multi-lane sync, deep analytics) are available on an opt-in basis.
• Zero Daily Payout Fees: Settled funds are credited immediately with zero daily batch clearance deductions.

4. Merchant Constitutional Rights & Anti-Rent-Seeking Protections

To eliminate extractive intermediary behavior, every Merchant is protected by four constitutional guarantees:

1. 60-Day Advance Written Notice: Any modification to platform tariffs, marketplace take rates, or settlement schedules requires 60 days’ prior written notice transmitted directly to merchant terminals and admin dashboards.
2. 250 bps Annual Adjustment Ceiling: Platform fee adjustments cannot exceed 2.50% (250 basis points) within any 12-month rolling period.
3. Unconditional Exit & Zero Lock-In: Merchants may terminate their trading agreement and withdraw 100% of their settled balances at any time without exit penalties, cancellation fees, or early termination damages.
4. Zero Negative Balance Guarantee (NCA 34 of 2005): Under the National Credit Act, merchant accounts can never be pushed into a negative balance by automated subscription fees, platform deductions, or chargebacks.

5. Privacy, POPIA & GDPR Merchant Obligations

• Independent Operator Classification: When receiving customer fulfillment information (such as delivery addresses and contact numbers), the Merchant acts as an Independent Operator under POPIA and an Independent Controller under GDPR.
• 30-Day Data Minimization: Merchants must use customer contact data strictly for order fulfillment and must permanently purge personal customer data from local devices within 30 days of delivery completion.
• Zero Cross-Marketing: Merchants may not add customer phone numbers or emails to unsolicited external marketing campaigns without explicit opt-in consent.