Vendor partnership contract

1. Parties

• Darlice, operator of the Darlice platform, based in Casablanca (Morocco), reachable at partenaires@darlice.com or support@darlice.com (“Darlice”).
• The vendor, an individual or company carrying on a professional activity (meal-prep kitchen, healthy restaurant, supplement store, herbalist, juice bar…), identified by its legal name, ICE, trade register (RC) number and bank details entered in the vendor space (“the Vendor”).

The Vendor warrants that the information provided is accurate and agrees to keep it up to date. The person accepting this contract declares that they are authorised to bind the Vendor.

2. Purpose and role of Darlice

Darlice operates a marketplace where customers order meals, food supplements and natural products from independent vendors, delivered by Darlice partner drivers or picked up by the customer at the Vendor’s premises.

Darlice acts as an intermediary. The Vendor is the seller of its products: the sale contract is between the Vendor and the customer. Darlice provides the storefront, order taking, payment collection, delivery organisation and customer support.

3. Sign-up and verification

Opening a store is subject to approval by Darlice. The Vendor provides the requested documents from its vendor space, including:

• the company’s legal and registration documents (articles or certificate, ICE, trade register);
• an ID document of the manager or legal representative;
• its bank details (RIB) for the payment of its earnings;
• where applicable, the sanitary authorisation or approval issued by ONSSA or any other licence required for its activity.

Darlice may refuse a sign-up, request additional documents, or suspend or close a store, in particular if documents are incomplete or inaccurate or in case of breach of this contract.

4. Products, quality and food safety

The Vendor is solely responsible for the products it offers and agrees to:

• comply with applicable regulations, in particular food hygiene and safety rules (Law No. 28-07) and, where applicable, hold the required ONSSA authorisations;
• ensure the quality, freshness and compliance of its products and their labelling (ingredients, dates, storage conditions);
• publish accurate, up-to-date information: description, photos, ingredients, allergens and nutrition facts (calories, protein, carbs, fat) — this data is shown to sports customers who rely on it for their diet;
• not offer any prohibited, counterfeit or expired product, or any product with misleading health claims;
• keep its stock, availability and opening hours up to date, and promptly deactivate any unavailable product.

Darlice may hide or remove any non-compliant product or content.

5. Order handling

• Each new order must be accepted or refused within 10 minutes; otherwise it is cancelled automatically.
• Once accepted, the order is prepared within the announced preparation time, according to its content and any customer instructions, then marked “ready” in the vendor space.
• The Vendor hands the order to the partner driver in suitable, sealed and clean packaging, or to the customer directly for pickup orders.
• Cancellations by the Vendor must remain exceptional. Repeated cancellations, refusals or delays may reduce the store’s visibility and ranking, or lead to its suspension.

6. Prices and promotions

The Vendor freely sets its prices, shown in dirhams, all taxes included. It agrees to apply prices on Darlice consistent with those charged at its own premises.

Promotions and promo codes created by the Vendor are funded by the Vendor and deducted from its sales. Offers created and funded by Darlice do not affect the Vendor’s earnings.

7. Commission and fees

In return for its services, Darlice charges a commission calculated as a percentage of the subtotal of each delivered or picked-up order, after deduction of Vendor-funded discounts.

The commission rate is 15% by default. A different rate may be agreed with the Vendor; the applicable rate is shown in the vendor space.

Delivery fees, service fees and tips paid by the customer go to Darlice and the drivers; they are not part of the Vendor’s earnings.

8. Payment collection and payouts

Darlice collects customer payments on behalf of the Vendor (bank card, Darlice wallet, cash on delivery). The Vendor does not ask the customer for any direct payment for an order placed on Darlice.

The Vendor’s earnings (subtotal − Vendor-funded discounts − commission) are grouped and paid every week by bank transfer to the registered bank account. A detailed statement of each payout is available under Payouts in the vendor space.

Refunds granted to customers for reasons attributable to the Vendor (missing item, error, quality issue, cancellation by the Vendor) are deducted from payouts.

The Vendor remains responsible for its own tax and accounting obligations. Any dispute about a statement must be sent to support within a reasonable time.

9. Meal plans and custom requests

When the Vendor offers meal plans (subscriptions) or answers a custom request with a quote, it agrees to deliver the planned meals on the agreed dates, or the accepted orders on the terms of its quote.

Any inability to do so must be reported to the customer and to Darlice as early as possible; meals not provided are refunded to the customer and deducted from the Vendor’s earnings.

10. Customer reviews

Customers can rate the Vendor and post a review after an order. The Vendor may reply publicly, courteously and without disclosing personal data.

Posting or commissioning fake reviews, offering anything in exchange for a review or pressuring a customer is prohibited. Darlice may hide abusive reviews, whatever their origin.

11. Personal data

The Vendor uses customer data (name, phone number, order instructions…) solely to fulfil orders. It must not keep it longer than necessary, use it for marketing or pass it on to third parties.

Each party complies with Law No. 09-08 on the protection of individuals with regard to the processing of personal data and with the recommendations of the CNDP. Processing carried out by Darlice is described in its privacy policy (darlice.com/confidentialite).

12. Intellectual property

For the duration of the contract, the Vendor authorises Darlice, free of charge, to reproduce and display its trade name, logo, product photos and descriptions on the platform and in its marketing communications (social media, newsletters, advertising).

The Vendor warrants that it holds the rights to the content it publishes. The Darlice brand, software and content remain the property of Darlice.

13. Duration, suspension and termination

The contract is entered into for an indefinite period from its acceptance.

• Either party may terminate it at any time with 30 days’ notice, given from the vendor space, through support or by email.
• In case of serious breach (food-safety violation, fraud, fake reviews, abusive behaviour towards customers or drivers…), Darlice may suspend the store immediately and terminate the contract without notice.
• Deleting the vendor account closes the store.

Orders in progress are fulfilled, and amounts owed by either party are settled with the payout following the end of the contract.

14. Changes to the contract

Darlice may update this contract. Any change is notified to the Vendor at least 15 days before it takes effect, in the vendor space or by email. Continuing to sell on Darlice after that date constitutes acceptance; otherwise the Vendor may terminate the contract under section 13.

15. Liability

The Vendor is responsible for its products and their preparation. It indemnifies Darlice against any claim by a customer or third party relating to the quality, compliance, labelling or safety of its products.

Darlice has a best-efforts obligation regarding the operation of the platform and guarantees neither a volume of orders nor uninterrupted service. Except in case of gross negligence, its liability is limited to proven direct damage and excludes indirect losses (loss of revenue, customers…).

16. Force majeure

Neither party is liable for a failure caused by a force majeure event within the meaning of the Moroccan Code of Obligations and Contracts (natural disaster, government decision, widespread network outage…). The affected obligations are suspended for the duration of the event.

17. Governing law and disputes

This contract is governed by Moroccan law. The parties will first seek an amicable solution; failing that, any dispute falls within the jurisdiction of the courts of Casablanca.

For any question about this contract: partenaires@darlice.com.