Online Merchant Term And Condition Agreement

Article 1. Service:

1.1. Savyu will provide links to connect with the Merchant's website, social media pages, and application, enabling Customers to book a table.

1.2. Savyu offers the Savyu App, Savyu Web-Based (Giaodoan.vn), tools, and other resources to (a) help the Merchant reach Customers and promote and advertise the Merchant's goods and/or services, (b) facilitate the sale of the Merchant's goods and/or services, and (c) allow Customers to scan to order, place delivery orders, and pay the Merchant with cash, reward points, or via payment gateways.

1.3. Savyu also collaborates with other apps and websites to assist Merchants in reaching more customers and increasing sales. (The content as mentioned earlier shall hereafter be referred to as “Service”)

1.4. To utilize the Service, the Merchant must adhere to and fully comply with the payment obligations to Savyu, including details of the amounts payable and the settlement method as specified in this Contract.

Article 2. Merchant Benefits and Obligations:

2.1. Benefits to the Merchant

2.1.1. Promotion Across Savyu partner’s Platforms: Merchant will have access to promotional opportunities across selected Savyu partner’s platforms, including but not limited to their apps/websites and physical branches

2.1.2. Reward Points Redemption: Customers can use Savyu Dollars reward points or Savyu’s partners reward points to pay merchants. Merchants will receive the cash value of the transaction amount minus the Payment fee. This feature will be enabled once available.

2.2. Obligations of the Merchant

2.2.1. Social Media Integration: Merchant agrees to add their Giaodoan link to their social media accounts.

2.2.2. Menu Presentation Requirements: Merchant must ensure the menu includes high- quality photos and clear descriptions and titles. The standards for photos will be provided to Merchants on sign-up.

Execution and Compliance: Merchant commits to adhering to the stated rights and obligations, ensuring full compliance with the terms outlined in this Agreement. Failure to comply may result in Savyu issuing a warning. Both parties will collaborate to identify and implement a resolution. If non-compliance persists, Savyu reserves the right to terminate the Merchant's access to the platform 15 days after the initial notice, with a termination notification provided 7 days before the effective date.

Article 3. Fees:

3.1. Service Fee: In order to use the Service, Merchant agrees to pay Savyu the following fees “Service Fee”.

Giaodoan.vn Delivery refers to the process where customers place orders via the Savyu App, Giaodoan.vn, any associated social media links. These orders are for purchasing products from merchants, which are then delivered to the customer's address by a third party.

Savyu QR code facilitates in-store purchases by customers at the merchant's retail location. Customers can scan the QR code to open the Savyu Consumer App or access Giaodoan Web Ordering. This allows them to view the merchant's menu, add items to their cart, and complete their purchase online.

Complimentary domain name refers to the domain name that enables customers to easily place orders and process payments and formatted as merchantname.giaodoan.vn.

Languages: include Vietnamese, English, French, Chinese, Korean, Japanese, and Russian.

3.2. Payment fee (VAT excluded)

* Cash on Delivery (COD) Payment

Savyu provides COD as a service that connects the delivery partners, Merchants, and Customers. The driver will directly pay the merchant in cash and then collect the equivalent cash plus shipping fee from the customer.

In the event that the customer cannot be reached, Merchant understands that Savyu cannot be held responsible as Savyu solely acts as a link between the customer's order and Merchant. Merchant may wish to confirm the order with the customer before proceeding.

The maximum accepted amount for COD is 2.000.000 VND. Any orders exceeding this amount will not be accepted.

** Rewards Points refer to points from Savyu, known as Savyu Dollars and any points from Savyu and its partners. Customers can redeem their Rewards Points to pay for any product or service on the Savyu platform.

3.3. Notwithstanding any terms to the contrary in this agreement, at any time, Savyu reserves the right to update this service fee, payment and commission fee. These adjustments will take effect within 15 (fourteen) days from the day Savyu notifies the Merchant. Should the Merchant disagree with any adjustments, the Merchant has the right to unilaterally terminate this Agreement within the 15 day period immediately without incurring any arising liabilities.

Article 4. Return and Refund

4.1. Merchant agrees to pay Savyu a Return Fee of 3,000VND (excluding Value-added tax) for each order canceled by the Merchant for which the Merchant is responsible (For example: Product is unavailable). Return fees only apply to transactions using bank cards or e- wallets.

4.2. The merchant agrees to refund the value of an order to the customer if the customer 6 reports a missing order or finds the quality of the products unacceptable within 12 hours after delivery. Savyu will then reimburse the customer directly for this Refund fee after investigation and communication with the Merchant.

Article 5. Payment

The service fee as stated in section 3.1 of this contract shall be paid in a single installment within two (2) days from the date of contract signing.

The payment fee, refund fees, and any subsequent renewal service fees, as outlined in sections 3.2, 4.1, and 4.2, as well as 13 of this contract and any renewals thereof, will be offset by Savyu from the order value before the disbursement of collected amounts to the Merchant, as specified in Article 7 of this Agreement.

Article 6. Invoice

Savyu will issue and send invoices for the package fees as stipulated in Article 3.1 of this contract within 1 working day from the date of receiving payment from Merchant.

Invoices for other fees under this contract will be issued monthly. The VAT invoice is made and sent to Merchant according to the information provided in this Contract within 05 working days from the end of the month. Any adjustment on information of invoicing (if any) will be made in a written notice by the Merchant within 5 days from the date of changing.

Article 7. Payment Collection and Settlement Clause

7.1. Authorization to Collect Payments: Merchant hereby authorizes Savyu to collect payments on their behalf from the sale of goods and/or services) made through various payment methods including, but not limited to, bank cash, credit card transactions, e-wallet payments, and Savyu Dollars, or other payment methods Savyu might introduce in the future.

The Parties agree that after making the authorized collection for the Merchant, Savyu shall be entitled to use the collection amount to offset payment fees, refund fees, and any other financial obligations as stipulated in the Contract, except for service fees as prescribed in Article 3.1 of this Contract, and then pay the remainder of the collection amount to the Merchant.

For the avoidance of doubt, the collection of money generated from the sale of goods and/or provision of service, that Savyu conducts on behalf of the Merchant, is implemented by means of civil authorization, and is not understood as Savyu providing payment services or intermediary payment service as per the related regulations.

7.2. Payment Conditions: Determination of Reimbursement Amount: The amount to be reimbursed to the Merchant will be determined after deducting the Authorized Collection, Service Fees, Customer Rewards, and any other financial obligations under this Contract (if any), and shall be paid as follows:

a, If after the offset, the final balance is negative, the Merchant must pay Savyu the outstanding amount within one (01) working day from the date Savyu made the authorized collection.

b, If after the offset, the final balance is positive, Savyu shall reimburse the Merchant the due amount within one (01) working day from the date Savyu made the authorized collection.

Article 8. Đối soát

Daily reconciliation:

- Data services session: Is from 00:00:00 to 23:59:59 of the day. Reconciliation date: is the next day. The data will be used for reconciliation: all transactions recorded during this day 8 at Savyu’s system and at Merchant is the basis for the two Parties to carry out reconciliation and handling of discrepant transactions. Savyu's data is the original data, Merchant's data is the data used for comparison.

Merchant can proactively view and download daily reports from the Merchant CMS system for verification. Data will be continuously updated by real time.

Monthly reconciliation:

- Data services session: Is from 00:00:00 hours on the 1st to 23:59:59 hours on the last day of the month. Reconciliation date: is the first 5 working days of the next month. The data will be used for reconciliation: daily transactions data is recorded from the 1st to the last day of the month at Savyu’s system and at Merchant is the central system for the two Parties to carry out cross-checking and handling of erroneous transactions. Savyu's data is the original data, Merchant's data is the data used for comparison.

- Sending for reconciliation: Merchant can proactively view and download daily reports from the Merchant CMS system for verification. Data will be continuously updated by real time.

Article 9. Merchant Terms and Conditions

By entering into the Contract, Merchant expresses its clear understanding and agrees to the Merchant Terms and Conditions, which is published from time to time in Savyu App, and/or Savyu's website and is an integral part of this Contract.

Article 10. Operation Statute of Savyu Platform

Merchant expresses its clear understanding and agrees to the Operation Statute of Savyu App. During the life of the Contract, Merchant shall adhere to and cooperate with Savyu to comply with the Operation Statute.

Article 11. Savyu Privacy Policy

By entering into the Contract, Merchant expresses its clear understanding and agrees to the Privacy Policy, which is published from time to time in Savyu App, and/or Savyu's website.

Article 12. Amendments

Notwithstanding any provision to the contrary hereof, Savyu reserves the right, at any time, to update, modify or supplement (“Modification”) the terms and conditions of the Savyu Policies, including Modifications to the Merchant Terms and Conditions, Operation Statute of Savyu App, processes and policies related to the Service, and Privacy Policy. These Modifications will take effect within 05 days from the date Savyu gives notice to the Merchant, or posted through the Savyu App, and/or Savyu's website. The Merchant’s continuing use of the Service after the effective date of the Modifications shall be deemed to be the Merchant’s agreement to such Modifications. In the event the Merchant does not agree to any Modification to this Agreement, the Merchant shall cease to use the Service and this Agreement shall be terminated. For the avoidance of doubt, the most recent version of the updated Savyu Policies will supersede earlier versions.

Article 13. Term and Termination of the contract

This Contract shall become effective for 3 or 6 months from the date Savyu grants authorization to the Merchant and the Merchant officially goes live on the Savyu e- commerce platform. 15 days before the expiration of the Contract, Savyu will notify 10 Merchant in writing about the expiration, and the Merchant must confirm in writing to Savyu their intention to renew the Contract. If there is no confirmation from Merchant, the Contract will automatically transition to the commission service package, whereby Savyu will charge a 10% commission fee on each generated order without a service fee as stipulated in Clause 3 of this contract.

Either Merchant or Savyu can terminate the Contract at any time and for any reason without subject to any compensation or fines, otherwise specified in other provision, provided that the terminating Party must send termination notice, under which the date of termination of the Contract (“Termination Date”) will be specified, to the other Party at least 15 days in advance.

Approved Merchant on Savyu App must not engage in or promote unlawful activities. If the Merchant is identified with any illegal purposes or activities, Merchant agrees that Savyu may take any action we deem appropriate in our sole discretion including but not limited to termination or suspension of the Service(s):

I. The Merchant continuously receive negative comments from Customers or complaints about non-fulfillment of orders;

II. The Merchant violates any regulations on business license, food safety, or other regulations related to conditions of circulation and distribution of Products.

III. Unless specifically agreed between the Parties, reimbursement costs will be deducted from Customer’s payments for Products collected by Savyu in accordance with this Contract.

Notwithstanding, the provisions of this Contract and the Savyu Policies, prior to termination of this Contract:

I. The Merchant is still responsible for continuing to fulfill the Unresolved Orders in accordance with the method and conditions specified in the Terms and Conditions of Sale, until the official termination date of the Contract shown in the minutes of liquidation duly signed by the Parties;

II. Savyu is responsible for paying all outstanding debts to the Merchant, including deducting the Merchant’s liabilities from Customer’s payment of Products.

Article 14. Governing laws and dispute settlement

The terms and conditions of the Contract and its related documents are governed by and construed in accordance with the laws of Vietnam (without regarding the conflict of laws regulations).

In case of any disagreement or dispute related to the Contract, Merchant Terms and Conditions, or your activities on Savyu App, the parties shall first negotiate to settle the dispute on amicable and mutual benefits basis. If the dispute is not able to be settled within thirty (30) days from the date of its occurrence, each party shall have the right to refer the dispute to the competent court of Vietnam; however, Merchant and Savyu hereby agree that any dispute, in which the plaintiff is Savyu and the defendant is Merchant, shall be resolved by the court at the level of competent jurisdiction in Ho Chi Minh City and commit to conduct all necessary procedures and requirements pursuant to the regulations of the laws of Vietnam to refer such dispute to the court at the level of competent jurisdiction in Ho Chi Minh City. The court fee shall be paid by the losing party.

Online Merchant Term And Condition Agreement: Version 1.0

Last updated: 22 Aug 2025