General Terms and Conditions — Merchants

Version 3.5 — In effect since 10.10.2026

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Miamgo · pro.miamgo.shop — Version 3.5 — 13 October 2026

Preamble

These merchant general terms and conditions (the "Merchant GTC") govern the relationship between Stéphane Decor, Spalenring 63, 4055 Basel (operating the "Miamgo" service, hereinafter "Miamgo") and any partner business listed on the Platform (pro.miamgo.shop) (the "Merchant"). "Miamgo" is a trade name; it does not designate a separate legal entity. These GTC are supplemented, where applicable, by a specific agreement (in particular the Pilot Merchant Agreement).

The Pricing Terms annexed to these GTC form an integral part of them. They alone carry the amounts due under art. 5, with the exception of the subscription price, which is carried by the offer accepted by the Merchant (art. 5 bis). These GTC determine the nature of those amounts and the manner in which they are collected. In the event of divergence as to an amount, the Pricing Terms or, for the subscription, the accepted offer prevail.

Art. 1 — Purpose

Miamgo makes available to the Merchant an order-taking and collection platform (click & collect) and a payment collection service. The Merchant uses these services to offer and sell its Products to Customers. Capitalised terms have the meaning given to them in the Customer GTC (art. 3).

Where these GTC, the Pricing Terms or any document to which they refer require a communication, a notification, a notice period, an acceptance or a waiver in writing, that requirement is satisfied by any process allowing proof thereof by a text, in particular electronic mail sent to the address communicated by the recipient and display in the merchant area together with the recording of its consultation. This definition constitutes the more precise indication reserved by art. 16 para. 2 CO: the parties expressly agree that the provisions of art. 13 et seq. CO need not be observed, subject to the forms mandatorily imposed by law.

Art. 2 — Nature of the relationship (intermediary and collection agent)

Miamgo acts as a technical provider and as the Merchant's collection agent (art. 394 et seq. CO (Swiss Code of Obligations)), in the name and on behalf of the latter. The contract of sale is concluded between the Merchant and the Customer; the Merchant remains the seller and the party responsible for the Products.

Each party acts in its own name and on its own behalf. These GTC create neither a simple partnership, nor a de facto partnership, nor an employment relationship between them.

Art. 2 bis — Holding and allocation of funds

Collection is carried out through a regulated payment institution (Stripe). These GTC refer to that institution interchangeably as the « payment institution » or the « Payment Service Provider ». The Customer's payment is collected by that institution into Miamgo's account and, in the same movement, allocated to the Merchant's account opened with the same institution, subject only to the deduction of the items provided for in art. 5. The Merchant is designated as the merchant of the payment; the descriptor appearing on the Customer's statement is his.

Those deductions take place at the time of collection or, as regards the payment institution's fees whose exact amount is known only thereafter, as soon as they are ascertained.

That allocation is determined by the collection operation itself; Miamgo cannot depart from it and at no time acquires free disposal of the sums due to the Merchant. Those sums pass through no bank account of Miamgo.

Payout to the Merchant takes place in accordance with art. 6.

Art. 3 — Registration, verification and eligibility

Access is reserved for businesses established in Switzerland (Swiss registered seat, Swiss IBAN, +41 telephone number, collection locations in Switzerland), operating in Swiss francs. The Merchant provides accurate and up-to-date information and demonstrates the authorisations necessary for its activity (licence, operating permits, health compliance).

Identity and legality verification (KYC for individuals, KYB for businesses) is delegated to the Payment Service Provider (Stripe): Miamgo neither collects nor retains any identity document. Collection requires the opening and maintenance of a Stripe Connect (Express) account in the Merchant's name. Customer-side visibility depends on validation by Stripe and on the completeness of the content (products, location, opening hours, mandatory information).

Art. 4 — Catalogue, prices and availability

The Merchant freely sets its prices (incl. VAT) and composes its offering. It keeps availability up to date and defines its opening hours, its Order Window (cut-off) and its Collection Window. The Merchant is responsible for the accuracy of the information displayed (descriptions, allergens, origin, prices).

Art. 5 — Miamgo's remuneration and manner of collection

Miamgo's remuneration comprises four items. Their amounts appear exclusively in the Pricing Terms, with the exception of the subscription price, which appears in the offer accepted by the Merchant:

a) Subscription — a periodic charge, independent of sales volume, owed only by a Merchant who has accepted a subscription offer; it reduces the amounts of items b) and c) to the extent that offer states (art. 5 bis).

b) Amount per recorded sale — a fixed amount per sale collected via the Platform, independent of the amount of the sale. The Pricing Terms may set one amount for the counter sale and one amount for the pre-order; in either case the amount is fixed and does not depend on the amount of the sale.

c) Amount per customer introduction — a fixed amount due where an Order comes from a Customer who had never ordered from the Merchant via the Platform. A subscription offer accepted by the Merchant may include, per calendar month, a number of introductions charged at the amount of item b); beyond that number, and absent an accepted offer, the amount of the present item applies to each introduction. There is no cap on the number of chargeable customer introductions.

d) Payment institution fees — re-invoiced at actual cost, without markup, as read from the balance transaction (BalanceTransaction) of each collection.

Items a), b) and c) are fixed amounts: none of them is calculated as a percentage of the amount of the Merchant's sales. Item d) is the passing on, at actual cost and without markup, of a fee set by the payment institution; its schedule is that institution's and may include a component proportional to the amount collected. Miamgo retains nothing on that item. The remuneration covers the marketplace services (connection, catalogue, order management, collection tool, payment collection, support); it does not remunerate a standalone payment service.

Manner of collection. Items b), c) and d) are levied upon collection, by deduction from the amounts collected on the Merchant's behalf in performance of the mandate under art. 2; the Merchant expressly consents thereto. Item a) is collected directly by the payment institution from the Merchant's means of payment and gives rise to no deduction.

Withholding at collection means any deduction made from the proceeds of a sale before those proceeds are made available to the Merchant, whether the amount is determined at the time of collection or as soon as the payment institution has established it. A withholding is never a separate claim: it may not be charged to the Merchant a second time.

No other amount may be deducted from the sums collected on the Merchant's behalf unless these GTC or the Pricing Terms expressly so provide.

Reimbursement of expenses. Dispute fees (art. 8 bis.3) and weekly payout fees (art. 6 and section 6 bis of the Pricing Terms) are not remuneration of Miamgo; they are due only at actual cost, without markup, as reimbursement of expenses (art. 402 CO). Weekly payout fees are never deducted from the sums collected on the Merchant's behalf.

VAT. At present, the operator is not liable for VAT (relevant turnover below CHF 100'000, art. 10 VAT Act (LTVA)); the remuneration is therefore invoiced without VAT, and no document issued in Miamgo's name — invoice, statement, receipt or till receipt, including where produced by the payment institution — makes any mention of the tax. The VAT treatment of sales made via the Platform follows the VAT Act, including platform taxation (art. 20a VAT Act); in this respect, the turnover that may be attributed to the operator is taken into account for its tax liability. The operator monitors this threshold and, if it becomes liable, adapts invoicing as from the date of liability, without effect on earlier documents.

Art. 5 bis — Subscription

A subscription arises solely from the express acceptance of an offer sent by Miamgo to the Merchant. That offer states, in figures and for that Merchant alone, the price, the number of introductions included per calendar month, the period during which that price and that number are guaranteed, and the services included (section 5 of the Pricing Terms). During that period, Miamgo may alter neither the price nor the number of included introductions; that period creates no minimum term binding the Merchant, who is bound only by an annual period he chooses and pays in advance, until its expiry (para. 4). Upon expiry of the subscription period, the subscription continues without interruption and the Merchant chooses the billing frequency of the following period, monthly or annual; where the expiring period is annual, Miamgo informs the Merchant at least sixty (60) days before its expiry, stating the date, the applicable monthly and annual amounts and the deadline for the choice. Absent a choice, the subscription continues on a monthly basis, at the monthly reference price stated in the offer, terminable with effect at the end of each calendar month, without notice, without charge and without penalty; no annual period paid in advance may result from the Merchant's silence, and the Merchant may move to the annual frequency at any time. During the guaranteed period, renewal entails no change to the price or to the number of included introductions, whatever the frequency chosen, and the expiry of the guaranteed period is not deferred thereby; upon that expiry, and absent the express acceptance of a new offer, the amounts of the Pricing Terms apply again in full. The offer is presented and accepted in the same forms as these GTC; Miamgo records the text of the offer as it was presented to the Merchant, with its figures, together with its hash. By way of exception to the first sentence of this paragraph, the basic subscription is due from every Merchant as soon as his account is able to collect. It is presented to the Merchant before his account is opened, in an offer stating its price and the services included, and its acceptance is a condition of access to collection. It is due for no period prior to that ability to collect. Other subscriptions remain governed by the first sentence of this paragraph and arise solely from the express acceptance of a specific offer.

The subscription is collected by the payment institution on Miamgo's behalf. Should collection fail, Miamgo informs the Merchant and grants a period of ten (10) days to remedy. Failing that, Miamgo may suspend access to the Platform's features. Such suspension may under no circumstances consist in retaining funds collected on the Merchant's behalf or in interrupting the payout of matured amounts, which remain due. Nor may it prevent the performance of Orders already paid for by Customers, which are honoured through to completion. It entails of itself neither termination of the subscription nor modification of the accepted offer, and ends upon remedy; failing remedy, Miamgo may terminate the contract under art. 15 or, where the circumstances justify it, for good cause. The Merchant registers and keeps valid a means of payment — TWINT or card — allowing the automatic collection of the subscription; the absence of a valid means of payment is equivalent to a failed collection within the meaning of this paragraph.

The Merchant may terminate his subscription with effect at the end of the current period, without notice, without administrative fees and without penalty. Any other change of subscription — price, included introductions or services — requires the express acceptance of a new offer; no notice is required, the notice under art. 15 concerning only termination of the contract. The choice of billing frequency open to the Merchant upon the expiry of a period, within the meaning of para. 1, is not a change of subscription: it alters neither the price, nor the number of included introductions, nor the services, nor the guaranteed period, and requires no new offer; it is recorded with its date and confirmed to the Merchant in writing. Any proration is understood pro rata temporis over the remaining duration of the paid period; the exact amount is displayed to the Merchant before he confirms, and it is that displayed amount which is due.

A subscription with annual billing frequency is not refundable. Where it is terminated by the Merchant, or by Miamgo with the notice under art. 15, including following the refusal of an unfavourable revision (art. 7), it remains in force, with all the services included, until the expiry of the paid annual period, and ends on that date; no amount is refunded, whether pro rata or as a credit. The subscription remunerates the provision, for the paid period, of the Platform and of the services included; revocation of the collection mandate, possible at any time (art. 404 CO), ends collection but not that provision, and gives rise to no refund. By way of exception, where Miamgo cannot provide the service until that expiry — cessation of its business, withdrawal of a service included in the offer, lasting unavailability for a cause attributable to it, or immediate termination by Miamgo without good cause attributable to the Merchant —, the price paid is refunded pro rata the calendar months not begun on the date the service ceases. No refund is due where the contract ends for good cause attributable to the Merchant. The annual billing frequency may be chosen, upon acceptance of an offer as upon renewal, only if the Merchant accepts, by an express and separate act, that it is not refundable; that act is recorded with the text presented and, where known, the expiry date. The balance of a carried-over credit within the meaning of the offer is not covered by this paragraph; it is refunded in accordance with the offer.

Where the expiring period is annual, the renewal amount is collected ten (10) days before its expiry; the billing frequency and the amount are locked the day before that collection. The Merchant is informed of the renewal, of both amounts and of the deadline for the choice sixty (60) days before expiry, and reminded thirty (30) and fifteen (15) days beforehand. In monthly frequency, the amount for each calendar month is collected at its start.

A termination notified after that lock does not affect the period whose amount has been collected. Where that period is monthly, the termination takes effect at its end, without refund. Where it is annual, which presupposes the Merchant's express choice (paras. 1 and 4), it runs to its expiry and is not refunded (para. 4).

Art. 5 ter — Supplies of goods falling under art. 20a VAT Act

Where Miamgo is deemed to be the supplier within the meaning of art. 20a VAT Act, the supply by the Merchant to Miamgo is exempt (art. 23 para. 2 no. 13 VAT Act).

Miamgo gives its agreement, within the meaning of art. 43a para. 1 VAT Ordinance, to the Merchant registered in the register of taxable persons showing VAT on the document relating to that supply. That agreement is given for the term of the contract and may be withdrawn only for the future, in writing, subject to thirty (30) days' notice.

The document carrying that VAT is drawn up by Miamgo in the name and on behalf of the Merchant, per reporting period, and made available to him; the Merchant may contest it in writing within thirty (30) days. Absent contestation, it is deemed accurate. Miamgo deducts that VAT as input tax (art. 43a para. 2 VAT Ordinance).

The Merchant declares upon registration whether he is entered in the register of taxable persons and communicates his UID number. He informs Miamgo without delay of any change. Miamgo verifies that declaration against the public register of taxable persons; a discrepancy suspends the opening of collection until it is resolved.

Where the Merchant is not entered in the register of taxable persons and Miamgo, itself entered in the register, is deemed to be the supplier within the meaning of art. 20a VAT Act, Miamgo remains solely liable for the VAT due on the sale to the Customer. That amount is contained in the price paid by the Customer and not added to it (art. 24 para. 6 let. a VAT Act): it is equal, for each item sold, to the statutory rate applicable to that item divided by one hundred plus that rate, applied to the price of that item. It is retained upon collection within the meaning of art. 5, in addition to items a) to d), and appears in the monthly statement with, per rate, its basis and its amount.

That retention is not remuneration of Miamgo: it corresponds to a tax of which Miamgo is the statutory debtor. It does not apply before Miamgo's entry in the register, ceases by operation of law if that entry comes to an end, and likewise ceases as soon as the Merchant establishes his own entry.

Art. 6 — Collection and remittance (matured amounts)

Collection is carried out through Stripe Connect; the funds are held in the Merchant's Stripe balance (art. 2 bis). Miamgo triggers the payout to the Merchant's bank account for matured amounts.

An amount has matured when, cumulatively: (i) performance has taken place (Order collected, or not collected = no-show); (ii) the 24-hour complaint period after the end of the time slot has elapsed; (iii) no complaint or dispute is open; and (iv) the Merchant is in good standing (active account).

The payout comprises: amount collected − refunds − amounts levied under art. 5. A refund occurring before the payout reduces it accordingly; any open complaint suspends the payout of the amounts concerned until resolution. Amounts are calculated in centimes, with transparency as to the fees actually incurred.

Counter sale. A counter sale means a sale in which payment is made on site, at the time of hand-over, without a collection token. For such a sale, performance is deemed to have taken place upon collection of the payment and no complaint period runs. An amount has matured once, cumulatively: (i) the payment has been collected and confirmed by the payment institution; (ii) no complaint or dispute is open; and (iii) the Merchant is in good standing (active account). The payout remains subject to the funds actually being made available by the payment institution, whose timeframes are independent of Miamgo. Maturity does not put an end to the Merchant's exposure to bank disputes, which remain governed by art. 8 bis, including after payout. This paragraph governs the maturity of the amounts owed to the Merchant; it does not restrict the Customer's rights in the event of a defect (art. 197 et seq. CO).

The Merchant chooses the payout cadence, weekly or monthly; no more frequent cadence is offered. Absent a choice, the payout is weekly. The Merchant may change cadence at any time; the change takes effect with the first payout following the request. The monthly payout is free of charge, as is the first payout of each calendar month in weekly cadence; each further payout in the same month gives rise to reimbursement of the payout fee, at actual cost and without markup, under section 6 bis of the Pricing Terms (art. 5).

During the first thirty days following the opening of collection, the payout of matured amounts is made with a seven (7) day delay. That measure is specific to that initial period, is announced to the Merchant before his account is opened and applies only once.

Art. 7 — Tariff revision

Miamgo may revise the Pricing Terms. Every revision is classified, at the time of its publication, in one of the following three categories, by reference solely to the chargeable parameters carried by the Pricing Terms — the amount per recorded sale, the amount per customer introduction and Miamgo's waiver of the re-invoicing of dispute fees (no. 7 of the Pricing Terms):

a) favourable — none of these parameters moves to the Merchant's detriment, and at least one moves in his favour;

b) without tariff effect — none of these parameters changes;

c) unfavourable — at least one of these parameters moves to the Merchant's detriment.

The classification results solely from the comparison of the parameters with those of the version applicable to the Merchant. In case of doubt, the revision is unfavourable.

A revision of the Pricing Terms alters neither the price nor the number of included introductions of a subscription offer the Merchant has accepted, during the period guaranteed by that offer, and affects neither the billing frequency of the subscription nor its renewal. As regards the items that offer governs, the revision applies to that Merchant only upon expiry of that period.

Favourable revision. It applies to all Merchants as from its entry into force, without acceptance: no one has to consent to a price reduction. Miamgo notifies it to the Merchant at least ten (10) days before that date, stating each parameter modified, its former value and its new value. The Merchant may refuse it by a declaration made within thirty (30) days following its entry into force or, if later, its notification; the previous version is then restored to him for sales after his declaration. Earlier sales remain charged under the revision, without any further claim; if any of them was charged an amount higher than under the previous version, the difference is credited to him. A favourable revision may not modify any provision of the Pricing Terms other than the chargeable parameters; a revision that did so falls under letter b) or letter c).

Revision without tariff effect. It changes no amount due. It applies thirty (30) days after its written notification; a Merchant who objects within that period remains bound by the version he has accepted.

Unfavourable revision. It is notified in writing at least sixty (60) days before its entry into force, stating what changes. It applies only to a Merchant who accepts it. A Merchant who does not accept it remains bound by the version he has accepted, without suspension, without restriction of service and without any other consequence. He may also terminate free of charge under art. 15; the version he has accepted remains applicable to him until the end of the contract. Miamgo's right to terminate the contract under art. 15 is reserved. A current annual subscription follows art. 5 bis para. 4 in every case: it runs to the expiry of the paid period and is not refunded.

The Merchant may waive the sixty-day notice in writing for a specified revision. The waiver is express, concerns that revision alone and does not apply to subsequent ones.

A revision of the Pricing Terms does not amend these GTC and opens no fresh acceptance of them.

Art. 7 bis — Monthly statement, invoice and records

Miamgo sends the Merchant, monthly, a document summarising the amounts under art. 5 for the period elapsed. That document expressly distinguishes the amounts already levied — by deduction upon collection or by direct collection — from those remaining to be paid, and calls for payment of the latter only. An amount already levied may not be claimed a second time.

That document, whatever its designation, constitutes an invoice within the meaning of art. 3 let. k VAT Act. The same applies to any receipt issued in Miamgo's name by the payment institution. As from the operator's liability to VAT, these documents carry the particulars of art. 26 para. 2 VAT Act; until then, they make no mention whatsoever of the tax (art. 5).

The statement is accompanied by the detail of the sales taken into account, in a form enabling the Merchant to recount them itself. That breakdown states, for each sale, the amount of the payment institution's fees actually borne, as read from the balance transaction. No estimate and no average rate may be substituted for it.

Each amount is attached to the version of the Pricing Terms in force at the date of the sale concerned and, for the subscription, to the offer then in force. A price revision never re-tariffs a period preceding its entry into force.

Upon termination, a closing statement is drawn up for the period started, together with the complete detail of the Merchant's history. No penalty, no exit fee and no retention is applied.

Art. 8 — Cancellations, refunds and re-invoicing (MerchantDebit)

Cancellation by the Merchant (unavailability): the Customer is refunded in full. Miamgo carries out the refund through the Payment Service Provider (reverse transfer), returning to the Merchant the amounts levied under art. 5 in respect of the cancelled sale. The processing fees actually incurred (read from the Payment Service Provider's balance transaction / BalanceTransaction) are re-invoiced to the Merchant as a debit (MerchantDebit) at actual cost, without markup.

Miamgo never charges any arbitrary or unjustified flat-rate amount through the Payment Service Provider; only actual fees are passed through.

Non-collection (no-show) of an Order that has been paid for and is ready: no refund to the Customer; the amount is remitted to the Merchant, net of the amounts levied under art. 5.

Art. 8 bis — Bank disputes (chargebacks)

8 bis.1 — Debit of the Merchant. In the event that a Customer disputes a payment with their bank (chargeback), the disputed amount and the associated fees are debited from the Merchant, including where the sale has already been paid out to its bank account. Recovery is effected by set-off against subsequent payouts, solely up to the disputed amount and the dispute fees (8 bis.3), and, if necessary, by debit of the Merchant's bank account (8 bis.4); it authorises no other deduction. A dispute may arise several months after the sale; the Merchant is informed of it and may provide evidence to contest it.

8 bis.2 — Reserve. Miamgo may apply a temporary reserve on the payouts of a Merchant exhibiting an abnormal loss rate, in accordance with notified terms.

8 bis.3 — Dispute fees. In addition to the disputed amount, the dispute fees actually incurred by Miamgo with the payment institution, including the fixed dispute fee (currently in the region of CHF 20.–), may be re-invoiced to the Merchant at actual cost, without markup, by way of reimbursement of expenses (and not as a contractual penalty) (art. 402 CO). If this fee is subsequently reimbursed to Miamgo (in particular where the dispute is resolved favourably), it is re-credited to the Merchant (art. 400 CO).

Miamgo waives the re-invoicing of this dispute fee until the date of acceptance of these GTC by the Merchant; that waiver ends on that date. From that date, the fee is re-invoiced at actual cost, without margin, and re-credited if the payment institution refunds it. A Merchant whose acceptance is subsequent to that date enjoys no waiver.

8 bis.4 — Negative balances. Where the balance of the Merchant's account with the payment institution becomes negative, in particular following a bank dispute, a refund or a reversal of transfer, the Merchant authorises the payment institution to debit the corresponding amount from the bank account he has registered. That authorisation is a condition of the maintenance of collection. If the debit cannot be executed, the amount is invoiced to the Merchant.

8 bis.5 — Measures of the payment institution. Under the contract concluded between Miamgo and the payment institution, the latter bears the losses resulting from bank disputes and negative balances. To that end it may, on its own initiative and without Miamgo's agreement: require a reserve on the amounts collected, slow down or suspend payouts, request documents or explanations from the Merchant and contact him directly, and restrict or close his account.

Miamgo informs the Merchant of any measure of which it is aware, forwards to him without delay what it receives, and assists him in his exchanges with the payment institution. It may not, however, lift, alter or suspend those measures: that power belongs to the payment institution alone.

Whatever the measure, Orders already paid for by Customers are honoured through to completion, and the Merchant retains access to his data and to their export.

Art. 9 — Merchant's obligations relating to the Products

The Merchant guarantees the quality, food safety (Foodstuffs Act (LDAl)), hygiene (Foodstuffs Ordinance (ODAlOUs)), allergen information and conformity of the Products, as well as the holding of the required authorisations (federal, cantonal, municipal). It bears the warranty for defects (art. 197 et seq. CO) towards the Customer.

The Merchant declares that it holds all the required authorisations, undertakes to withdraw its offerings if it loses one, and holds Miamgo harmless from any claim by Customers, third parties or authorities arising from the Products or from non-compliance with the standards incumbent upon it. Upon a report from an authority or a credible third party, Miamgo may immediately suspend the offering concerned; reactivation requires rectification.

In the event of a complaint by a Customer (art. 12 of the Customer GTC), the Merchant responds to it within 48 hours; failing agreement, Miamgo arbitrates and issues a reasoned decision, which may give rise to a full or partial refund to the Customer.

Art. 10 — Miamgo's obligations

Miamgo provides the Platform (best-efforts obligation), the payment collection service, first-level support and transparency of amounts. It implements appropriate security measures and endeavours to ensure reasonable availability, without guaranteeing uninterrupted access.

Art. 11 — Liability

Miamgo is not responsible for the Products or their preparation. Its liability is limited to direct damage, gross negligence and wilful misconduct being reserved (art. 100 CO). The Merchant bears responsibility for its sales activity and for the conformity of its Products.

Art. 12 — VAT and the Merchant's tax obligations

The Merchant is solely responsible for its tax and social-security obligations (VAT, taxes, social insurance) and provides an accurate, up-to-date VAT profile. Miamgo may inform it when its sales approach the statutory thresholds (in particular CHF 100'000 in turnover), without this relieving the Merchant of its own assessment of its tax liability. The VAT treatment of the relationship follows the VAT Act (see art. 5; platform taxation, art. 20a VAT Act).

Art. 13 — Data protection

Each party is responsible for the processing carried out for its own purposes and complies with the revised Federal Act on Data Protection (FADP, SR 235.1). The Merchant uses Customers' data solely for the performance of Orders. For the processing that Miamgo carries out on behalf of the Merchant, a processor relationship (art. 9 FADP) applies; the parties conclude, where applicable, a data processing addendum (DPA). For the remainder, Miamgo's Privacy Policy applies.

Acceptance of these GTC carries no consent to any data processing that would require one; such consent is obtained separately and may be withdrawn at any time.

Imported address lists. The address lists imported by the Merchant are processed by Miamgo as processor, for the sole purposes determined by the Merchant and in accordance with his instructions. A separate written contract governs the subject matter, the duration, the security measures, any recourse to further processors, the assistance owed to the Merchant and the fate of the data at the end of the processing; it is concluded before any import.

Addresses which the data subject has himself registered for a communication from Miamgo belong to Miamgo's own processing, are not covered by the preceding paragraph and are not deleted at the end of the contract. That registration results exclusively from an act of the data subject and never from an import. Miamgo may insert an invitation to that registration into a communication of the Merchant only with the latter's written agreement.

For its own risk-management and compliance purposes, the payment institution processes the Merchant's data as an independent controller; the Merchant may exercise his rights directly with it.

Art. 14 — Trademark and intellectual property

The Merchant authorises Miamgo to use its name, logo and visuals for the sole purpose of presenting and marketing its offering on the Platform. Each party retains its intellectual property rights. No assignment is effected.

Art. 15 — Term and termination

The contract is concluded for an indefinite term. Either party may terminate it subject to thirty (30) days' notice, without prejudice to Orders in progress or to matured amounts, which are settled. Where the Merchant holds an annual subscription, termination by Miamgo takes effect no earlier than the expiry of the paid annual period; the service is maintained until then, and the subscription is not refunded, subject to the exception in art. 5 bis para. 4. Since the collection mandate is revocable at any time (art. 404 CO), termination at an inopportune time gives rise to liability for damages within the limits of that provision. Immediate termination for good cause is reserved. Subsequent bank disputes remain governed by art. 8 bis.

Miamgo waives the thirty days' notice of the preceding paragraph for termination exercised by the Merchant: the latter may terminate at any time, without notice, without charge and without penalty, with effect at the end of the current calendar month, by way of derogation from art. 5 bis para. 3 and in the Merchant's favour. Where the Merchant holds an annual subscription, the termination takes effect at the expiry of the paid annual period, and the subscription is not refunded (art. 5 bis para. 4). The thirty days' notice remains applicable to termination exercised by Miamgo.

After the end of the contract, the Merchant's account with the payment institution remains subject to restriction for one hundred and twenty (120) days, in order to allow the handling of bank disputes and late refunds. During that period, the Merchant keeps the registered IBAN valid; failing that, the amounts which should have been debited are invoiced to him. At the end of that period, that account is closed. Closure does not end the retention of the records and data which the law requires to be kept, in particular accounting records (art. 958f CO); they are kept for the statutory period in accordance with the Privacy Policy, then deleted or anonymised.

A balance remaining due by the Merchant of less than CHF 7.00 is not claimed.

Art. 16 — Honourable exit (good faith)

In the event of cessation, the parties ensure a fair transition: Orders in progress are honoured, matured amounts are remitted, data is returned or anonymised, and no disproportionate penalty is applied.

Art. 17 — Amendment of the Merchant GTC

Amendments to these GTC are communicated in writing at least thirty (30) days before their entry into force; amendments to the Pricing Terms follow art. 7. An amendment to these GTC applies only to a Merchant who accepts it; a Merchant who does not accept it remains bound by the version he has accepted, without suspension and without restriction of service. The right of each party to terminate the contract under art. 15 is reserved.

Amendments requiring the Merchant's acceptance are submitted to it individually, stating what changes. The Merchant may at any time consult and obtain a copy of the version it has accepted, together with the date of its acceptance.

These GTC are published in several languages. Each version binds the Merchant who has accepted it. In the event of divergence between versions, the one actually presented to the Merchant prevails as regards him.

Art. 18 — Good faith, balance and partial invalidity

These GTC are interpreted in accordance with good faith (art. 2 CC (Swiss Civil Code)) and seek a fair balance of the parties' obligations. If a clause is void, the others subsist and the clause is replaced by a lawful provision of equivalent effect.

Art. 19 — Dispute resolution and place of jurisdiction

In the event of a dispute, the parties first seek, in good faith, a solution through direct communication, then through conciliation (art. 197 et seq. CPC (Swiss Civil Procedure Code)) or mediation. Swiss law is applicable. The place of jurisdiction is set as the courts of Basel (Miamgo's registered seat), choice of forum between businesses being permitted (art. 17 CPC); failing which, the ordinary place of jurisdiction under art. 10 CPC applies.

Art. 20 — Transitional provision: Merchants bound by a specific agreement

A Merchant bound by an earlier specific agreement, in particular the Pilot Merchant Agreement, is specifically informed, at the time these GTC are submitted to it, that their acceptance entails the replacement of the financial provisions of that agreement by art. 5 of these GTC and by the Pricing Terms. That information is given outside the text of these GTC and designates the replaced provision by name.

Absent such specific information, the specific agreement continues to prevail over these GTC as regards those provisions, in accordance with its preamble.

The other provisions of the specific agreement — in particular its term, its objectives and indicators, its notice period for termination, the applicable law and the place of jurisdiction — remain unchanged.

Miamgo's waiver of the re-invoicing of dispute fees during the pilot phase, where the specific agreement provides for it, ends on the date these GTC are accepted; dispute fees are thereafter governed by art. 8 bis.3 and by no. 7 of the Pricing Terms. The specific information under para. 1 states this.

The replacement takes effect only for sales subsequent to acceptance. Earlier sales remain governed by the financial provisions of the specific agreement in their earlier wording.

Acceptance and entry into force

Version 3.5 — established on 13 October 2026. It replaces version 3.4.

These GTC and the Pricing Terms that complement them are accepted by the Merchant online, by an express act distinct from any other action. The validity of that acceptance is subject to no particular form (art. 11 para. 1 CO), subject to any form reserved by a specific agreement concluded between the Parties (art. 16 para. 1 CO).

Miamgo records, for each acceptance: the text exactly presented and its hash, the version, the language, the date and time, and the identity of the natural person who accepted. The Merchant receives a copy of the version it accepted and may obtain a copy at any time, together with the date of its acceptance (art. 17).

The Pricing Terms apply, as from its acceptance, to a Merchant who was bound by no earlier tariff. For a Merchant already bound by a tariff, the move to the new tariff follows art. 7, according to the category into which the revision falls. In every case, the new tariff applies only to sales subsequent to its entry into force as regards that Merchant.