Merchant Agreement

Parties

This White-Label & Dropshipping Merchant Agreement ("Agreement") is entered into between:

Platform Operator: MyShop Enterprises Pty Ltd (ABN 81 685 563 982 / ACN 685 563 982), trading as YourBeans, of 11 May Street, St Peters NSW 2044 ("YourBeans" or "the Platform").

Fulfilment Partner: Numero Uno Coffee International Pty Ltd (ABN 99 130 396 477 / ACN 130 396 477), of 11 May Street, St Peters NSW 2044 ("Numero Uno" or "the Roaster"), which acts as the roasting and fulfilment agent for orders processed through the Platform.

Merchant: The individual or entity that installs the YourBeans Shopify app and accepts this Agreement ("you" or "the Merchant").

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• Agreement — This White-Label & Dropshipping Merchant Agreement, including any schedules and amendments.
• Merchant Store — The Merchant's Shopify online storefront through which Products are sold to End Customers.
• Products — The coffee products (including single origins, blends, and custom-labelled coffee) listed in the YourBeans product catalogue and made available to the Merchant through the Platform.
• End Customer — Any person who purchases a Product from the Merchant Store.
• COGS — Cost of Goods Sold — the wholesale cost charged to the Merchant per order for product and shipping, as set out in Clause 8 and the current pricing on the Platform.
• White-Label Order — An order where the Product is dispatched under the Merchant's brand, without YourBeans or Numero Uno branding visible to the End Customer.
• Platform — The YourBeans technology platform, including the Shopify App and associated services, operated by MyShop Enterprises Pty Ltd.
• Subscription Plan — The monthly subscription tier selected by the Merchant (Starter, Professional, or Enterprise) as described in Clause 8 and at yourbeans.com.au.
• Platform Fee — A percentage-based fee applied to certain subscription tiers, calculated on the retail order value and charged alongside COGS. See Clause 8.5.
• Trial Period — The 14-day free trial period that applies to all new subscription plans, as described in Clause 8.6.
• Fulfilment SLA — The service level agreement for roasting and dispatch, as detailed in Schedule A.
• Intellectual Property — All trademarks, trade names, logos, designs, processes, and know-how belonging to YourBeans, Numero Uno, or the Merchant, as applicable.

2. Term

This Agreement commences on the date the Merchant installs the YourBeans app or activates a subscription on the Platform and continues on a month-to-month basis unless terminated in accordance with Clause 14.

The Agreement renews automatically at the start of each billing cycle until terminated.

3. Platform Services

3.1 Services Provided by YourBeans

YourBeans agrees to provide the Merchant with access to:

1. The YourBeans product catalogue of specialty coffee products sourced and roasted by Numero Uno;
2. Automated order processing, including transmission of confirmed orders to Numero Uno for fulfilment;
3. Billing infrastructure for COGS collection and subscription management;
4. AI-powered branding and marketing tools (subject to plan tier);
5. Shipment tracking data transmitted back to the Merchant Store;
6. Merchant support in accordance with the Merchant's subscription tier.

3.2 Services Provided by Numero Uno

Numero Uno agrees to:

1. Roast, pack, and dispatch Products in accordance with the Fulfilment SLA (Schedule A);
2. Maintain quality standards consistent with its specialty coffee grading and roasting processes;
3. Dispatch orders as white-label shipments bearing no Numero Uno or YourBeans branding visible to End Customers, unless agreed otherwise in writing;

3.3 No Exclusivity

Unless separately agreed in writing, this Agreement does not grant the Merchant any exclusive territory, product category, or market exclusivity.

4. Merchant Obligations

The Merchant agrees to:

1. Operate a lawfully registered business and, where applicable, hold a valid ABN;
2. Accurately represent the Products on the Merchant Store, including origin, weight, and grind options, using only approved product descriptions or descriptions materially consistent with YourBeans catalogue copy;
3. Not make any false, misleading, or deceptive claims about the Products under Australian Consumer Law or any applicable legislation;
4. Maintain a current, active payment method on the Platform to facilitate automated COGS billing (see Clause 8.2);
5. Promptly notify YourBeans of any End Customer complaint, product recall concern, or adverse health incident related to a Product;
6. Not resell Products under pricing structures that would bring YourBeans or Numero Uno into disrepute;
7. Not represent themselves as an employee, agent, or partner of YourBeans or Numero Uno;
8. Ensure their Merchant Store includes a compliant Privacy Policy and Terms & Conditions governing End Customer transactions;
9. Not copy, reverse engineer, or attempt to replicate the YourBeans platform or product formulations for independent commercial use.

5. Quality Control & Liability

5.1 Numero Uno Quality Standards

Numero Uno takes responsibility for the quality of coffee at the point of dispatch. All Products are roasted fresh to order and are subject to Numero Uno's internal quality control process. Products are dispatched only where they meet Numero Uno's specialty-grade standards.

5.2 Responsibility After Dispatch

Once a consignment is dispatched by Numero Uno and transferred to a carrier, responsibility for physical damage, temperature exposure, or loss in transit passes to the carrier. YourBeans will make reasonable endeavours to assist the Merchant in raising carrier claims where applicable.

5.3 Merchant's Duty of Care

The Merchant is solely responsible for:

1. Managing End Customer expectations regarding delivery timeframes;
2. Providing accurate delivery addresses at the time of order;
3. Any claims, disputes, chargebacks, or liability arising from the Merchant's own representations to End Customers.

5.4 Limitation of Liability

To the maximum extent permitted by law:

1. YourBeans' total aggregate liability to the Merchant under or in connection with this Agreement shall not exceed the total subscription fees paid by the Merchant in the three (3) months immediately preceding the event giving rise to the claim;
2. Neither YourBeans nor Numero Uno shall be liable for any indirect, consequential, special, or exemplary loss, including lost revenue, lost profit, or reputational damage, whether or not foreseeable;
3. Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any other non-excludable statutory guarantee under the Australian Consumer Law.

5.5 Product Defect Claims

Where an End Customer reports a product defect (e.g., contamination, foreign object, incorrect product), the Merchant must notify YourBeans in writing within 48 hours of becoming aware, retaining any affected product packaging. YourBeans will investigate with Numero Uno and, where a manufacturing defect is confirmed, arrange a repair or replacement at Numero Uno's discretion, at no charge to the Merchant or End Customer.

6. Shipping & Fulfilment

6.1 Fulfilment Responsibility

Numero Uno is responsible for roasting, packing, labelling, and lodging orders with the nominated carrier. Dispatch is subject to the Fulfilment SLA set out in Schedule A.

6.2 Shipping Costs

Shipping costs are calculated at the time of order based on the destination, weight, and applicable carrier rates. Shipping COGS is charged to the Merchant's payment method alongside product COGS at the time of fulfilment.

6.3 Shipping Carriers

YourBeans and Numero Uno reserve the right to select the most appropriate carrier for each shipment. Current supported carriers include Australia Post, Aramex, StarTrack, and DHL, among others. The Merchant may request a preferred carrier; however, carrier availability is not guaranteed and is subject to service conditions.

6.4 Delivery Timeframes

Estimated delivery timeframes provided on the Platform or in the Fulfilment SLA are indicative only. YourBeans and Numero Uno accept no liability for delays caused by carriers, customs, natural events, or circumstances outside their reasonable control.

6.5 Undeliverable Parcels

Where a parcel is returned to Numero Uno as undeliverable due to an incorrect or incomplete address provided by the Merchant or End Customer, the cost of re-dispatch is borne by the Merchant. Unclaimed returned stock will be held for 14 days, after which it may be disposed of at Numero Uno's discretion.

6.6 International Shipping

YourBeans primarily fulfils within Australia. Any international dispatch requires prior written approval from YourBeans and may be subject to additional carrier terms, customs duties, and regulatory compliance obligations in the destination country, which are the sole responsibility of the Merchant.

7. Returns & Refund Policy

7.1 Nature of Products

Coffee is a perishable, consumable product. As such, change-of-mind returns from End Customers are not accepted. Merchants should communicate this clearly on their Merchant Store prior to purchase.

7.2 Eligible Refund Circumstances

A refund or replacement will be provided to the Merchant (and accordingly to the End Customer) only in the following circumstances:

1. The Product delivered is materially different from what was ordered (e.g., wrong blend, wrong grind, wrong size);
2. The Product arrived damaged due to confirmed packaging failure at the point of dispatch;
3. The Product arrives with an expired or near-expired roast date outside acceptable freshness windows;
4. The order was lost in transit and the carrier confirms non-delivery.

7.3 Merchant Refund Process

To initiate a refund or replacement claim, the Merchant must:

1. Notify YourBeans via the Platform or at support@yourbeans.com.au within 2 business days of the End Customer receiving (or failing to receive) the order;
2. Provide the order number, a description of the issue, and photographic evidence of any packaging or product defect;
3. Retain the affected product for inspection if reasonably possible.

YourBeans will assess and respond to all eligible claims within 5 business days. Approved claims will result in either a repair or replacement of the affected product, at YourBeans' and Numero Uno's discretion.

7.4 End Customer Refunds

The Merchant is responsible for managing the refund relationship with their End Customers in accordance with the Australian Consumer Law and the Merchant's own store refund policy. YourBeans and Numero Uno are not party to any transaction between the Merchant and an End Customer and bear no direct liability to End Customers.

7.5 Non-Eligible Claims

The following are not eligible for refund or replacement:

1. Subjective dissatisfaction with taste, flavour profile, or roast level;
2. Claims submitted outside the 2 business day window following delivery or confirmed non-delivery;
3. Damage resulting from improper storage or handling by the Merchant or End Customer after receipt;
4. Orders placed with incorrect details (product, address, quantity) by the Merchant.

8. Billing & Payment

8.1 Subscription Plans

The Merchant must select and maintain an active Subscription Plan to use the Platform. The following plans are available:

Subscription fees are billed in advance through the Shopify Billing API and are non-refundable, including in the event of early termination. Plan pricing and features may be updated by YourBeans with 14 days' written notice.

8.2 Per-Order COGS Billing

In addition to the monthly subscription fee, the Merchant's payment method is automatically charged for the cost of goods and shipping each time an End Customer order is fulfilled. This operates as follows:

1. What is charged: The wholesale cost of the coffee products (COGS) plus the applicable shipping cost for each order. These costs are published on the Platform and updated from time to time with 14 days' notice.
2. When it is charged: Charges are processed automatically via Stripe at the time of order fulfilment. The Merchant will see individual charges on their payment method statement identified as "YOURBEANS" for each order fulfilled.
3. Payment method: The Merchant must register and maintain a valid credit or debit card via the Platform's Stripe-powered payment setup. By completing payment method registration, the Merchant authorises YourBeans to charge this payment method for COGS and shipping on each order without requiring additional approval per transaction.
4. Transparency: A detailed breakdown of each charge (product COGS, shipping cost, and any applicable platform fee) is available in the Merchant's YourBeans dashboard.

8.3 Failed Payments

Where a COGS or subscription payment fails, YourBeans will make up to three (3) retry attempts over 5 business days. If payment remains outstanding after this period, YourBeans may suspend order processing until the outstanding balance is settled. Persistent non-payment may result in termination under Clause 14.

8.4 GST

All fees and charges are expressed in Australian Dollars (AUD). Where applicable, GST (Goods and Services Tax) will be applied in accordance with A New Tax System (Goods and Services Tax) Act 1999 (Cth). YourBeans will issue tax invoices for all taxable supplies.

8.5 Platform Fee

Merchants on the Starter plan are subject to a 5% Platform Fee calculated on the retail order value (the price the End Customer pays, excluding shipping). This fee is charged alongside the COGS for each order. Merchants on the Professional and Enterprise plans are not subject to a Platform Fee.

8.6 Free Trial Period

All new Subscription Plans include a 14-day free trial period. During the trial:

1. No subscription fee is charged;
2. The Merchant has full access to all features of their selected plan;
3. Per-order COGS charges still apply for any orders fulfilled during the trial;
4. At the end of the 14-day trial, the Merchant's subscription automatically converts to a paid subscription and the applicable monthly fee will be charged through the Shopify Billing API;
5. The Merchant may cancel at any time during the trial period at no cost. Cancellation takes effect immediately and no subscription fee will be charged.

9. Intellectual Property

9.1 YourBeans & Numero Uno IP

The Merchant acknowledges that all intellectual property in the Platform, product formulations, roasting profiles, brand assets, and catalogue content belongs to YourBeans and Numero Uno respectively. No licence is granted to the Merchant to use such IP except as expressly permitted under this Agreement.

9.2 Merchant IP

The Merchant retains all intellectual property in their own brand name, logo, and custom label designs uploaded to the Platform. By uploading custom label assets, the Merchant grants YourBeans and Numero Uno a limited, non-exclusive licence to reproduce those assets solely for the purpose of fulfilling the Merchant's orders.

9.3 AI-Generated Assets

Brand assets created using the YourBeans AI Design Studio are the property of the Merchant upon creation. YourBeans makes no warranty that AI-generated designs are free from third-party intellectual property claims and recommends the Merchant conduct their own IP clearance prior to commercial use.

10. Confidentiality

Each party agrees to keep confidential any information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential, including pricing structures, platform architecture, and product formulations. This obligation survives termination of this Agreement for a period of two (2) years.

11. Indemnity

The Merchant indemnifies and holds harmless YourBeans and Numero Uno, their directors, employees, and agents, against any loss, claim, damage, liability, cost, or expense (including legal costs on a solicitor-client basis) arising out of or in connection with:

1. The Merchant's breach of this Agreement;
2. Any false, misleading, or deceptive representation made by the Merchant to End Customers;
3. The Merchant's failure to comply with applicable laws, including the Australian Consumer Law and privacy legislation;
4. Any third-party claim arising from the Merchant Store or the Merchant's commercial activities.

12. Force Majeure

Neither party will be liable for delay or failure to perform its obligations under this Agreement to the extent that such delay or failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, industrial action, government restrictions, or carrier disruptions. The affected party must notify the other party promptly and take all reasonable steps to minimise the impact.

13. Brand Protection & Reputation

13.1 Merchant Conduct

The Merchant must not use the YourBeans or Numero Uno name, brand, or any associated intellectual property in a manner that is misleading, defamatory, or likely to bring either entity into disrepute.

13.2 Numero Uno Brand Integrity

Numero Uno's reputation as an award-winning specialty coffee roaster is foundational to the quality assurance that underpins the Platform. The Merchant must not make representations about Numero Uno's products, awards, or processes without prior written approval from YourBeans.

13.3 Social Media & Marketing

The Merchant may indicate that their products are "specialty coffee" or "premium quality" provided this is consistent with the YourBeans product catalogue. The Merchant must not claim direct affiliation with Numero Uno Coffee without written permission.

14. Termination

14.1 Termination by Merchant

The Merchant may terminate this Agreement at any time by cancelling their subscription through the Platform or by uninstalling the YourBeans app. Termination takes effect at the end of the current billing cycle. Pending orders at the time of cancellation will be fulfilled and charged in the ordinary course.

14.2 Termination by YourBeans

YourBeans may terminate this Agreement immediately upon written notice where:

1. The Merchant breaches any material term of this Agreement and fails to remedy the breach within 7 days of written notice;
2. The Merchant fails to maintain a valid payment method or has an outstanding unpaid balance exceeding 14 days;
3. The Merchant engages in conduct that, in YourBeans' reasonable opinion, brings YourBeans or Numero Uno into disrepute;
4. The Merchant becomes insolvent, enters administration, or ceases to carry on business.

14.3 Effect of Termination

Upon termination, the Merchant's access to the Platform will be deactivated. Any outstanding COGS or subscription charges will be immediately due and payable. Clauses 9, 10, 11, 15, and 16 survive termination.

15. Data Protection & Privacy

15.1 Data Handling

In the course of providing services under this Agreement, YourBeans and Numero Uno may collect and process certain data, including:

1. Merchant data: Business name, contact details, payment information, store configuration, and order history;
2. End Customer data: Names, shipping addresses, email addresses, and order details as transmitted by the Merchant Store for order fulfilment purposes.

15.2 Use of Data

YourBeans and Numero Uno will use Merchant and End Customer data solely for the purposes of:

1. Fulfilling orders and providing the services described in this Agreement;
2. Managing billing, subscriptions, and account administration;
3. Communicating with the Merchant about their account, orders, and Platform updates;
4. Improving the Platform and related services;
5. Complying with legal obligations.

15.3 Data Protection Obligations

YourBeans agrees to:

1. Handle all personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs);
2. Implement reasonable technical and organisational measures to protect personal information against unauthorised access, loss, or misuse;
3. Not sell, rent, or disclose personal information to third parties except as necessary to fulfil orders (e.g., to carriers for delivery), comply with legal obligations, or as otherwise authorised by the Merchant;
4. Retain End Customer personal information only for as long as reasonably necessary for fulfilment, dispute resolution, and legal compliance purposes;
5. Notify the Merchant promptly in the event of a data breach that affects the Merchant's or their End Customers' personal information.

15.4 Merchant's Privacy Obligations

The Merchant is responsible for:

1. Maintaining a compliant privacy policy on their Merchant Store that accurately describes how End Customer data is collected, used, and shared (including with fulfilment partners);
2. Obtaining any necessary consents from End Customers for the collection and sharing of personal information with YourBeans and Numero Uno for fulfilment purposes;
3. Complying with all applicable privacy legislation in the jurisdictions in which they operate.

15.5 Data on Termination

Upon termination of this Agreement, YourBeans will retain Merchant and End Customer data for a period of 12 months for legal compliance and dispute resolution purposes, after which it will be securely deleted. The Merchant may request export of their order history data prior to or within 30 days of termination.

16. Dispute Resolution

In the event of a dispute arising out of or in connection with this Agreement, the parties agree to:

1. First attempt to resolve the dispute through good faith negotiation within 14 days of written notice of the dispute;
2. If unresolved, refer the dispute to mediation through the Australian Disputes Centre or a mutually agreed mediator, with costs shared equally;
3. If mediation is unsuccessful, either party may pursue legal proceedings in the courts of New South Wales.

17. Governing Law

This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales.

18. General

18.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

18.2 Amendments

YourBeans may amend this Agreement from time to time with 14 days' written notice to the Merchant (including via email or Platform notification). Continued use of the Platform after the notice period constitutes acceptance of the amended terms.

18.3 Waiver

A failure by either party to enforce any right under this Agreement does not constitute a waiver of that right.

18.4 Severability

If any provision of this Agreement is found to be unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remainder of the Agreement will continue in full force.

18.5 Relationship of Parties

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties. The Merchant is an independent contractor.

18.6 Numero Uno as Third-Party Beneficiary

Numero Uno Coffee International Pty Ltd is a third-party beneficiary of this Agreement and is entitled to enforce the provisions of Clauses 5, 9, 10, 11, and 13 in its own right. The Merchant's obligations to Numero Uno under this Agreement are binding regardless of whether Numero Uno is a signatory.