Seller Policy

1. Definitions and Interpretations

1.1 Unless otherwise expressly defined in this Agreement or herein, the following terms used in this Agreement (including these General Terms and Conditions) or any document mentioned herein shall have the following meanings:

“Agreement” means the Weedcell Merchant Registration Form attached to these General Terms and Conditions, including any schedules, appendices or other attachments, and all amendments, supplements and changes;

“Applicable Law” means any applicable laws, regulations, rules, orders, judgments or guidelines currently or in the future passed or promulgated by the Panamanian government or any competent court or authority;

“Business Day” means any day other than Saturdays, Sundays or public holidays in Panama;

“Contribution” has the meaning in Article 6 of these General Terms and Conditions;

“Customer Account” means the customer’s registered account on the Weedcell platform;

“Merchant Details” means the merchant details listed in this Agreement;

“Merchant Standard Operating Procedures” means the standard operating procedures for merchants using Weedcell services. Merchants may modify this from time to time at their discretion without prior notice;

"Merchant Wallet" refers to the funds account opened by the merchant on Weedcell to hold transaction funds;

"Net Sales" refers to the total price of products in a transaction, excluding any taxes (including but not limited to any sales and service taxes): (a) after deducting any discounts offered by the merchant on the Weedcell platform; and (b) excluding the merchant's service fees, surcharges, and other charges (if any) recorded in Weedcell or its affiliates' systems.

"Order" refers to products ordered by a customer on the Weedcell platform;

"Transaction" refers to any transaction in which a customer pays for products through Weedcell; and

"Transaction Amount" refers to the total transaction amount paid by a customer through Weedcell services on the Weedcell platform.

1.2 In the Agreement (including these General Terms and Conditions):

(a) a reference to a statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Agreement and shall include also any past statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced;

(b) a reference to “written” or “in writing” includes any means of visible reproduction;

(c) a reference to “including” shall be interpreted to mean “including, without limitation”;

(d) a reference to a “Clause” or “Schedule” is to a clause of, or a schedule to, these General Terms and Conditions (unless the context otherwise requires); and

(e) unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing a specific gender shall include the other genders (male, female or neuter).

1.3 The headings in the Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the construction of the Agreement.

2. Scope

The Agreement, to which these General Terms and Conditions are attached, contains the terms for the provision of the weedcell Services (which may be amended from time to time).

3. Term

The Agreement shall continue in full force and effect for 1 (one) year as of the Effective Date, and shall be automatically renewed for succeeding terms of 1 (one) year each unless either Party gives written notice to the other Party at least thirty (30) days prior to the expiration of any term.

4. No Warranty

4.1 Weedcell services are provided "as is" without any express, implied, or statutory representations or warranties. Weedcell and any of its subsidiaries and affiliates, officers, directors, agents, joint ventures, employees, and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Weedcell has no control over products purchased through Weedcell services. Weedcell does not guarantee continuous, uninterrupted, or secure access to the service, and the operation of the Weedcell website may be temporarily suspended for maintenance or upgrades, or affected by factors beyond Weedcell's control. Weedcell will make reasonable efforts to ensure timely processing of Weedcell services, but Weedcell makes no representations or warranties regarding the time required to complete processing.

4.2 Weedcell shall not be liable for any of the following:

(a) Weedcell has reason to believe that any payment was made by fraudulent means or in an unauthorized manner and therefore suspends or refuses to accept payment;

(b) Payment instructions received contain incorrect or misformed information;

(c) Hardware, software, mobile devices, and/or internet connections malfunction due to viruses, interruptions, or other forms of system failure (such as unauthorized access by a third party); or

(d) Any of the circumstances specified in Section 4.8.

5. Confidentiality and Personal Data

5.1 Each party shall keep confidential any confidential information disclosed, provided, or otherwise made available by the disclosing party or its representatives to the receiving party, and shall not disclose it to any person or use it, directly or indirectly, for its own or any other person's benefit (except for the performance of its obligations under this Agreement). "Confidential Information" means any information designated as confidential or proprietary in writing, or, if provided orally, confirmed in writing by the disclosing party as confidential or proprietary, or otherwise disclosed to the recipient, including any personal data, all user information (including viewing patterns, viewing details, device usage, usage time or duration, or content viewing duration), detailed information (including contact details, telephone numbers, network configuration, location information, billing name, billing amount, credit history, and other payment details), commercial, technical, or financial information relating to this Agreement, the disclosing party, or any of its affiliates, including all trade secrets, proprietary technology, know-how, patents, research, development, or technical information, confidential and proprietary products or information, intellectual property, business plans, operations or systems, financial and transactional status, details of customers, suppliers, debtors, or creditors, information relating to the officers, directors, or employees of the disclosing party or any of its affiliates, marketing information, printed materials, rates and rate tables, contracts, all such information regardless of form, format, or medium, whether machine-readable or human-readable. Readable information includes written, oral, or tangible forms, as well as information exchanged or obtained through meetings, documents, letters, or examination of tangible items. This clause does not apply to any confidential information that was already in the public domain when disclosed, provided, or otherwise made available by the disclosing party, nor does it apply to information subsequently made public for reasons other than a breach by the receiving party.

5.2 The receiving party may disclose confidential information to: (a) its directors and employees, but only where their duties require them to access such confidential information, provided that the receiving party instructs such directors and employees to treat such confidential information as confidential and not to use such confidential information for any purpose other than in the performance of their duties; (b) its external auditors, lawyers, and professional advisors, and the receiving party shall ensure that persons to whom it discloses such information are bound by this clause by including appropriate confidentiality clauses in their employment contracts and other applicable contracts.

5.3 Both parties shall hereby fulfill their respective obligations as data users and data processors, and comply with all applicable laws and the privacy policy on the Weedcell platform regarding any personal data relating to this Agreement. For the purposes of this Agreement, “personal data” means personal data controlled by the data user and having the above meaning, for which the data processor is providing or must provide services to fulfill this Agreement; “data processor” means any individual other than an employee of the data user who processes personal data solely on behalf of the data user and not for any of their own purposes; “data user” means any individual who processes or controls or authorizes the processing of any personal data, either alone or in conjunction with others, but excluding the data processor.

5.4 The confidentiality obligations set forth in Section 10 shall remain in effect after the termination of this Agreement and/or until the confidential information enters the public domain.

6. Force Majeure
6.1 Neither party shall be liable for any inability to perform its obligations or delays in performance caused by a force majeure event. "Force majeure" means any unforeseen and unavoidable special circumstance beyond the reasonable control of either party, including but not limited to epidemics or pandemics (excluding the COVID-19 pandemic), natural disasters, war, rebellion, aggression, sabotage, mass riots, and government monetary policies that directly affect the performance of this Agreement.

6.2 If either party is unable to perform or is delayed in performing its obligations under this Agreement due to a force majeure event, it shall notify the other party in writing as soon as possible after the occurrence of the force majeure event.

7. Termination

7.1 Either party may terminate this Agreement immediately if any of the following occurs:
(a) The other party files for bankruptcy, becomes insolvent, enters into any arrangement or settlement with creditors, or transfers its property for the benefit of creditors, or a receiver or administrator is appointed for the other party or its business, or the other party voluntarily (other than through reorganization or merger) or is forcibly liquidated;
(b) The other party materially breaches this Agreement, or the non-breaching party considers such breach remedial and remedyable, but fails to remedy it within 30 (thirty) days of receiving notice of such breach; or
(c) weedcell suspects any illegal, unlawful and/or fraudulent conduct by the merchant and/or its employees or agents;
(d) The other party breaches or fails to comply with any applicable law, and such breach or failure to comply could adversely affect the non-breaching party in any material respect, including any food safety or other regulations related to the restaurant and/or catering; or
(e) 12.1 The Merchant shall give the other party 30 (thirty) days' prior written notice, for any reason or no reason at all.

7.2 Termination of the Weedcell Services shall not release or limit any obligations, liabilities, or debts incurred prior to termination.

8. Assignment
8.1 The Merchant shall not assign any of its rights under this Agreement to any other person without the prior written consent of Weedcell.

8.2 The Merchant shall not allow any other person (other than the Customer) to use the Weedcell Services without the prior written consent of Weedcell.

8.3 The terms of this Agreement shall be binding on both parties and their respective successors and authorized assigns.

9. Governing Law; Dispute Resolution
This Agreement shall be governed by the laws of Panama. In the event of any dispute, controversy, claim or disagreement (“Dispute Notice”) arising out of or relating to this Agreement, the parties shall, within thirty (30) days of receiving the Dispute Notice from one party, first attempt to resolve the dispute through negotiation between their senior management. An arbitrator shall be appointed jointly by the parties. If the parties are unable to agree on an arbitrator, the Director of the Asian International Arbitration Centre (AIAC) shall appoint an arbitrator in accordance with the AIAC Rules. The language of arbitration shall be English.

10. Notices
10.1 All notices given under this Agreement shall be delivered by personal delivery, registered mail (overnight courier), or email to the following addresses:
(a) If given to weedcell:
ADR Building, 13th Floor Intersection of Samuel Lewis Avenue and 58th Street Obario District, Panama City Republic of Panama
Email: [email protected]
To: General Counsel
(b) If given to a Merchant, it shall be delivered to the address listed in the Merchant's details, or by other means or channels determined by weedcell.
10.2 All notices given under this Agreement shall be deemed to have been duly served:
(a) If delivered by personal delivery, it shall be deemed to have been duly served upon delivery to the address specified in Section 8;
(b) If sent by overnight courier, it shall be deemed to have been duly served on the second business day after the courier's collection. Or

(c) If sent by email, the date of dispatch shall prevail, provided that the email is sent before 5:00 PM on a working day in Malaysia; if sent after 5:00 PM on a working day, or on a non-working day, it shall be deemed to have been delivered on the next working day. If the merchant sends a notification by email, the email shall be sent to the email address listed in the merchant details and shall be deemed to have been sent by the merchant himself/herself, the merchant's representative, or other party authorized by the merchant on behalf of the merchant.

11. No Waiver of Rights
A party's failure to perform any provision of this Agreement shall not be construed as a waiver of that provision or the right to perform that provision or any other provision of this Agreement. No waiver shall be construed as a continuing waiver.

12. Severability
If any part of this Agreement is invalid, illegal, or unenforceable, such part shall be severable from the remaining parts of this Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by applicable law.

13. Entire Agreement
This Agreement (including all annexes and other documents mentioned herein, including but not limited to the Merchant Standard Operating Procedures and the Weedcell Standard Operating Procedures) constitutes the entire agreement between the parties concerning its subject matter and is binding on both parties. Matters not covered in this Agreement shall be specified in the Merchant Standard Operating Procedures or any other documents published on the Weedcell platform. The Merchant Standard Operating Procedures are an integral part of this Agreement, and the Merchant's agreement to this Agreement constitutes acceptance of the Merchant Standard Operating Procedures. If any provision of this Agreement conflicts with any provision of the Merchant Standard Operating Procedures (SOPs) concerning the provision of Weedcell services on the Weedcell platform, the provisions of the Merchant Standard Operating Procedures (SOPs) shall prevail.
Last Updated: August 11, 2025