Merchant Agreement

Agreement between Merchant and Territory Services Provider (TSP)

Version 1.0.0 • Last updated: June 9, 2026

Terminology (non-binding summary)

In this agreement, technology marketplace means Bumi's consumer ordering platform — not DoorDash, Uber Eats, or other third-party delivery marketplace apps. Your guest ordering surface is your storefront (direct ordering web app at /store/your-slug).

Important Legal Document

This agreement is between you (Merchant) and MKN Technologies (Territory Services Provider for Malaysia) and BumiSoft LLC (Platform Operator, State of Wyoming, United States). Malaysian law (Consumer Protection Act 1999) governs your relationship with MKN Technologies; State of Wyoming, United States governs your software licence with BumiSoft LLC. Seek qualified legal counsel before relying on these terms for any significant commercial purpose.

1. Platform Nature & Role

1.1 Contracting Parties

Party	Legal Entity	Role	Governing Law
Platform Operator	BumiSoft LLC (State of Wyoming, United States)	Software licensor; IP owner	State of Wyoming, United States
TSP — Malaysia	MKN Technologies (sole proprietorship)	Merchant of Record for orders	Malaysia
You (Merchant)	Your registered business	Independent business operator	Your jurisdiction

1.2 Marketplace Function

BumiSoft LLC operates the technology marketplace (Bumi) that:

Facilitates transactions between you and your customers
Provides software tools for order management, payments, and operations
Does not prepare, handle, or deliver food or products
Does not verify the safety, quality, or fitness of your products
Licenses the platform to you subject to these Terms and applicable Terms of Service

1.3 Territory Services Provider (TSP) — Malaysia: MKN Technologies

For Malaysia, MKN Technologies acts as Merchant of Record (MoR) for payment processing of food orders. MKN Technologies settles funds to you after deducting agreed fees and remits the platform fee share to BumiSoft LLC per their inter-company agreement. MKN Technologies is not a party to the sale between you and the consumer beyond its payment processing role.

2. Merchant Responsibilities

2.1 Food Safety & Product Quality (Critical)

You represent and warrant that:

You hold all required licenses for your food/business operations (health permits, business licenses, alcohol licenses where applicable)
You comply with all food safety regulations including proper food handling, storage, preparation, temperature control, and hygiene standards
You are solely responsible for the quality, safety, and fitness of all products sold
You provide accurate product descriptions, ingredients, and allergen information
You are solely liable for any harm resulting from consumption of your products

Merchant Indemnification of Platform & TSP

You agree to indemnify, defend, and hold harmless BumiSoft LLC,MKN Technologies, and each of their officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

Foodborne illness, injury, or death caused by your products
Violation of food safety laws or regulations by your business
Misrepresentation of ingredients, allergens, or product qualities
Employment or labour disputes with your staff
Property damage or personal injury at your premises
Failure to pay required taxes (sales tax, SST, income tax) on your sales
Consumer complaints, refunds, or chargebacks from your products or service

Platform & TSP Indemnification of You (Reciprocal)

BumiSoft LLC and MKN Technologies each agree to indemnify you against third-party claims arising directly from:

Software defects in the Platform that directly cause your customer to suffer verifiable financial loss
BumiSoft LLC's infringement of third-party intellectual property rights in the Platform
MKN Technologies's payment processing errors or erroneous withholding of your settled funds

This reciprocal indemnity is limited to the fees you paid to BumiSoft LLCin the 12 months preceding the claim and does not extend to your lost profits or indirect losses.

2.2 Insurance Requirements

Coverage	Min. Amount (Malaysia)	Notes
Public Liability / General Liability	MYR 1,000,000	MYR 2,000,000 recommended for food businesses
Product Liability	MYR 1,000,000	Required for any food preparation business
Workmen's Compensation (SOCSO Act 1969)	Statutory limits	Mandatory if you have Malaysian employees (SOCSO)
Fire & Consequential Loss	At replacement value	For business premises / equipment

For high-volume merchants (>MYR 50,000 monthly GMV), a Certificate of Insurance naming MKN Technologies as additional insured is required. Upload via your merchant dashboard.

3. Platform & TSP Limitations

IMPORTANT - The Platform expressly does NOT:

Verify the safety, quality, or legality of your products or operations
Inspect your premises, equipment, or practices
Guarantee delivery times, food quality, or customer satisfaction
Act as your insurer or guarantor of your business success
Assume liability for your business operations, food preparation, or service

4. Fees & Payments

You agree to pay platform fees as specified in your selected plan:

Subscription fee: Per your selected plan (monthly or annual)
Platform fee/commission: Percentage of order subtotal (varies by plan)
Payment processing fee: Pass-through from payment processor
Additional service fees: As disclosed for specific features

You are solely responsible for all taxes on your sales and income. TSP may report your earnings to tax authorities as required by law.

5. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Platform and TSP liability is limited to the lesser of:

The fees you paid in the 12 months preceding the claim
Jurisdiction-specific statutory caps

NO LIABILITY FOR:

Foodborne illness, injury, or death from your products
Indirect, consequential, or punitive damages
Lost profits, revenue, data, or business opportunities
Food quality or product defects

6. Term & Termination

This Agreement begins when you accept during onboarding and continues until terminated.

We may suspend or terminate immediately for:

Food safety violations or health code citations
Fraudulent, deceptive, or illegal conduct
Material breach of this Agreement
Customer safety concerns
Failure to maintain required insurance

After termination, you must fulfill pending orders and customer obligations. Indemnification obligations survive termination.

7. Governing Law & Dispute Resolution

7.1 Software Licence (BumiSoft LLC): Your software licence and all matters relating to the Platform technology are governed by the laws of the State of Wyoming, United States. Disputes with BumiSoft LLCare subject to binding arbitration per the BumiSoft LLC Terms of Service Section 12.

7.2 Merchant Agreement — Malaysia (MKN Technologies): Your merchant relationship with MKN Technologies is governed by Malaysian law (Consumer Protection Act 1999). Disputes are resolved as follows:

Informal resolution: Written notice; 30 days to negotiate in good faith
Mediation: Malaysian Mediation Centre (MMC) if informal resolution fails
Arbitration: Asian International Arbitration Centre (AIAC), Kuala Lumpur, under AIAC Arbitration Rules; one arbitrator; English language
Emergency relief: Either party may seek injunctive relief from the courts of Kuala Lumpur, Malaysia for urgent matters pending arbitration

7.3 Jurisdiction: For disputes requiring court proceedings (including interim relief), the courts of Kuala Lumpur, Malaysia have exclusive jurisdiction for MKN Technologies disputes; State of Wyoming, United States courts for BumiSoft LLC disputes.

Acknowledgment

BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS MERCHANT AGREEMENT WITH BOTH BUMISOFT LLC ANDMKN TECHNOLOGIES, INCLUDING:

Your sole responsibility for food safety, product quality, and regulatory compliance
Your obligation to indemnify BumiSoft LLC, MKN Technologies, and their officers for operational claims
The reciprocal indemnity by BumiSoft LLC/MKN Technologies for software defects and payment errors (capped at 12-month fees)
The insurance requirements in Malaysian Ringgit (MYR) per Section 2.2
State of Wyoming, United States governs software; Malaysian law (Consumer Protection Act 1999) governs the merchant/TSP relationship
Dispute resolution per Section 7 for merchant and software disputes respectively

IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.

Contact by Entity

BumiSoft LLC (State of Wyoming, United States)

Platform / software issues

30 N Gould St Ste R, Sheridan, WY 82801, USA

[email protected]

MKN Technologies (Malaysia TSP)

Payment, settlement, local compliance

[email protected]

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