Merchant & Service Provider Agreement

Effective September 16, 2026 · Version 2026-09-29

Location: Quezon City, Metro Manila, Philippines

Official Contact: legal@getdibbs.co | merchants@getdibbs.co

1. Purpose & Intermediary Status

This Merchant & Service Provider Agreement ("Agreement") is entered into by and between Dibbs Technologies Inc. ("Dibbs," "Platform," "we," or "us") and the registering entity or individual ("Merchant," "Service Provider," or "you"). Dibbs operates an online e-marketplace platform pursuant to Republic Act No. 11967 (Internet Transactions Act of 2023). This Agreement governs your listing of services, venues, or dining reservations on the Dibbs App and your financial/operational relationship with the Platform.

2. Commissions, Billing & BIR Tax Compliance

• Platform Commission: Merchant agrees to pay Dibbs a platform commission fee on all completed or confirmed customer bookings arranged via the Platform. Commission percentages, their source, and any platform-wide flat booking fee are set forth in the Merchant Dashboard. All commission fees are inclusive of twelve percent (12%) Value-Added Tax (VAT).
• Venue-Specific Rates: Dibbs may establish a different commission percentage for a specific venue. A venue-specific rate takes precedence over the Merchant account rate and the Platform default. If no venue-specific rate applies, the booking inherits the Merchant account rate or, if none is set, the Platform default. Venue-specific rates are controlled by authorized Dibbs administrators and are read-only for Merchants. Dibbs may notify an affected Merchant through the Platform when a venue-specific rate is changed.
• Calculation & Booking Fee: Commission is calculated on the full booking subtotal before vouchers, Coins, or other discounts, plus any platform-wide flat fee charged once per booking. Platform-funded promotional compensation, if applicable, is reconciled separately under Section 3.
• Forward-Only Changes & Historical Records: The effective commission percentage and flat fee are recorded when a booking is created. A later change to a venue, Merchant, or Platform rate applies only to future bookings and does not retroactively change an existing booking's commission, settlement, cancellation treatment, VAT, or receipt. The commission amount and terms recorded on the booking control its historical financial record.
• Direct Settlement & Offline Invoicing: Because customers pay Merchants directly at the booked service location (including a venue or the customer's address for a home visit) by cash, direct e-wallet, or card, Dibbs will bill Merchants periodically for accrued platform commission fees or offset commissions against voucher reimbursements as set forth in Section 3.
• BIR RR 16-2023 Withholding Tax Rules:

a. Direct / At-Location Payments: Because Dibbs does not collect, hold, or disburse gross customer funds for payments made directly to the Merchant at the booked service location, Dibbs does not deduct or withhold Creditable Withholding Tax (CWT) on those customer-to-merchant transactions.

b. Future In-App Processing: If Dibbs processes customer payments in-app and remits gross payouts to Merchants under future software features, Dibbs will deduct and remit statutory CWT pursuant to BIR Revenue Regulations No. 16-2023 (1% tax on 50% of gross remittances) for Merchants whose annual gross marketplace revenues exceed ₱500,000, unless the Merchant provides a valid BIR Sworn Declaration of exemption.

c. Commission Invoicing & BIR Form 2307: Merchants designated by the BIR as Top Withholding Agents (TWAs) may withhold applicable statutory CWT when paying Dibbs' platform commission invoices, provided a valid BIR Form 2307 certificate is issued to Dibbs Technologies Inc. concurrently with payment.

3. Voucher & Discount Promotion Mechanics

Merchants may participate in promotional voucher campaigns on the Dibbs App. Voucher funding, discount absorption, and financial reconciliations operate under three distinct categories:

• Category A: Platform Vouchers (100% Dibbs-Funded). Promotional vouchers created, sponsored, and issued directly by Dibbs. The full face value of the discount applied to a customer transaction is 100% funded by Dibbs. Dibbs will credit the full discount amount back to the Merchant's ledger or offset it against accrued platform commission fees.
• Category B: Co-Funded Vouchers (50/50 Split Funding). Joint promotional vouchers co-sponsored by Dibbs and the Merchant. The financial value of the discount is split equally: fifty percent (50%) funded by Dibbs and fifty percent (50%) absorbed by the Merchant. Dibbs will credit fifty percent (50%) of the total discount value to the Merchant's account ledger.
• Category C: Merchant Vouchers (100% Merchant-Funded). Custom promotional vouchers initiated, configured, and offered independently by the Merchant via the Merchant Dashboard. The discount value is 100% absorbed by the Merchant as a promotional marketing cost. Dibbs bears zero financial liability for funding or reimbursing Merchant Vouchers.
• Settlement & Reconciliation: Voucher balances and platform commissions are reconciled weekly or monthly as specified in the Merchant Dashboard. Net positive balances owed to Merchants are disbursed via designated e-wallet or bank accounts. Net balances owed to Dibbs must be settled by the Merchant within five (5) business days of invoice issuance.

4. Subcontracting & Absolute Liability

• Assistants & Staff: Merchants are permitted to utilize employees, assistants, or subcontractors to perform booked services.
• Strict Vicarious Liability: The registered Merchant account holder remains strictly, fully, and vicariously liable for all actions, property damage, personal injury, service misrepresentation, theft, or misconduct committed by their staff, representatives, or subcontractors. Dibbs assumes zero liability for on-site incidents.

5. Verification, Quality & Marketing License

• Merchant Onboarding: Merchants must maintain valid government registrations (BIR 2303, DTI/SEC, Mayor's Permit, and Government IDs) and keep account profiles accurate.
• Marketing License: Merchant grants Dibbs a perpetual, worldwide, royalty-free, non-exclusive license to use uploaded logos, trade names, portfolio images, venue photos, and menu media for platform advertising and promotional campaigns.
• Review Moderation: Dibbs retains the right to moderate, hide, or remove customer reviews containing profanity, competitor promotion, contact information, or extortion attempts.

6. Cancellation, Suspension & Termination

• Provider Cancellations: Unjustified cancellations initiated by the Merchant harm platform reliability and may result in commission retention, penalty fees, lower search placement, or account suspension.
• Off-Platform Circumvention: Soliciting customers discovered via Dibbs to bypass platform commission reporting is strictly prohibited and constitutes grounds for immediate account termination and liquidated damages.
• Term & Termination: Either party may terminate this Agreement with seven (7) days written notice. Dibbs reserves the right to immediately suspend or ban any Merchant violating local laws, data privacy mandates, or platform policies.

7. Feature Availability & Plan Changes

• Changing Features: The features, tools, dashboards, and functionality available to Merchants on the Platform (including but not limited to booking-management tools, scheduling, analytics, and reporting) may change over time. Dibbs may add, modify, limit, suspend, or discontinue any feature at its discretion.
• Paid Plans & Subscriptions: Dibbs may make certain features available only under a paid subscription or plan. Where a feature that was previously available at no additional charge is moved to a paid plan, Dibbs will provide advance notice through the Platform, and the change will take effect only after that notice period.
• Access to Earnings Is Never Gated: Access to your account, your wallet balance, your earnings and payouts, and your ability to view and complete existing bookings will not be conditioned on any paid subscription.

8. Changes to this Agreement

Dibbs may update this Agreement, its pricing, or its subscription plans from time to time. Material changes will be notified through the Platform at least thirty (30) days before they take effect, and Merchants may be prompted to review and accept the updated Agreement. Continued use of the Platform after the effective date constitutes acceptance of the changes. If you do not agree to a change, you may terminate this Agreement under Section 6.

9. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Republic of the Philippines. Any disputes arising between Dibbs and Merchant shall be resolved through good-faith negotiations under RA 11967 before filing formal claims with the courts of Quezon City, Metro Manila.