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zeliBonaire · Caribbean Netherlands
MERCHANT PARTNER AGREEMENT Zeli Delivery · Merchant Programme Shekhinah Tours B.V., trading as Zeli Version 2.0 — 2026
Merchant Partner Agreement
Zeli Delivery · Bonaire, Caribbean Netherlands
The binding terms of the partnership. The Zeli Partner Book explains them in plain language; where the two differ, this Agreement governs.
The Parties
Shekhinah Tours B.V., a company registered in Bonaire, Caribbean Netherlands, trading as Zeliand operating the Zeli application and dispatch infrastructure (“Zeli”, “we” or “us”).
And
The Merchantnamed in Schedule 1, a business registered in Bonaire, Caribbean Netherlands (“the Merchant” or “you”).
Each a Party and together the Parties. This Agreement takes effect on the Commencement Date in Schedule 1, or on the Merchant's first use of the Merchant Portal, whichever is earlier, and replaces any prior arrangement between the Parties.
Key terms at a glance
Summary only. Clauses 5 and 6 govern; the commercial variables are in Schedule 1.
Payout cycle
Weekly
Every Tuesday, automatic
Processing fee
$5.00
Flat, once per payout
Minimum payout
$25.00
Below this it carries over
Order acceptance
3 min
From arrival on the Device
1Definitions
1.1Platform — the Zeli customer application, Merchant Portal, terminal software and dispatch infrastructure.
1.2Order — a request placed by a customer through the Platform for goods supplied by the Merchant, whether for delivery or collection.
1.3Courier — an independent contractor engaged by Zeli to collect and deliver Orders.
1.4Device — the order terminal Zeli lends to the Merchant under clause 6.
1.5Menu Price — the price the Merchant sets for an item. Markup — the amount Zeli adds to the Menu Price and charges to the customer. Commission — the percentage of the Menu Price retained by Zeli, as stated in Schedule 1.
1.6Earnings — Menu Price × quantity on each completed Order, less Commission, merchant-funded discounts and any amount properly deducted under this Agreement.
1.7Payout — the transfer of accrued Earnings to the Merchant's registered bank account under clause 5.
2What each Party undertakes
The undertakings below are the substance of this partnership. Each is expanded in the clauses that follow, and a failure to meet any of them is a breach of this Agreement.
Zeli shall
List the Merchant in the Platform with its own store page.
Collect customer payment and hold it for the Merchant until Payout.
Dispatch an insured, certified Courier for delivery Orders.
Provide and maintain the Device at no cost (clause 6).
Pay Earnings weekly with an itemised report (clause 5).
Give 14 days’ written notice of any change to the fee model.
State the reason for every deduction before it is taken.
The Merchant shall
Answer each Order within three minutes (clause 4.1).
Keep menu, prices and availability accurate at all times.
Prepare Orders to standard, within the time it states.
Package Orders sealed, leak-proof and at safe temperature.
Publish only original photographs it owns (clause 9).
Comply with Bonaire food hygiene and licensing law.
Maintain a registered business and a bank account for Payouts.
2.1No agency or employment. The Parties are independent contractors. Nothing in this Agreement creates a partnership in law, a joint venture, an agency, or a relationship of employer and employee between them, their staff or the Couriers.
2.2Non-exclusive. Neither Party is restricted from working with others. The Merchant may list on any other platform and sell through any other channel.
3The Platform
3.1Listing. Zeli lists the Merchant, its menu and its trading hours in the Platform and makes them available to customers on Bonaire, for the services selected in Schedule 1.
3.2Pricing control. The Merchant sets its own Menu Prices and Zeli does not alter them. Zeli's Markup and any customer-facing platform or delivery fee are added on top and charged to the customer. The applicable model is configured by Zeli per merchant category and shown in the Merchant Portal.
3.3Availability. The Merchant may pause incoming Orders at any time from the Device or the Merchant Portal, without notice to or approval from Zeli.
3.4Changes to the Platform. Zeli may add, alter or withdraw features on reasonable notice, and may adjust the Markup or fee model on 14 days' written notice. The Commission in Schedule 1 may not be altered under this clause.
3.5Account security. Merchant Portal credentials are personal and non-transferable. The Merchant is responsible for activity under its account and shall notify Zeli without delay of any suspected unauthorised access.
4Orders
4.1Acceptance window. An Order must be accepted or declined within three minutes of arriving on the Device. An Order left unanswered is released and may be offered elsewhere. Repeated failure to answer is grounds for suspension under clause 11.
4.2Preparation time. On accepting, the Merchant states the time it requires. That time is shown to the customer and the Merchant shall use reasonable efforts to meet it.
4.3Availability of items. An item the Merchant cannot supply shall be marked unavailable in the Merchant Portal. It then shows to customers as sold out and cannot be ordered until the Merchant restores it.
4.4Handover. Delivery Orders are released to the Courier against the code shown in the Courier's application. Collection Orders are marked ready by the Merchant and handed to the customer at the Merchant's premises.
4.5Cancellation. The Merchant may cancel an accepted Order only where it genuinely cannot be fulfilled. Persistent cancellation is grounds for suspension.
5Earnings, fees and Payouts
5.1Earnings. The Merchant earns Menu Price × quantity on each completed Order, less Commission, merchant-funded discounts and amounts properly deducted under this Agreement. Earnings are credited to the Merchant's Portal balance on completion of the Order.
5.2Commission. The Commission is stated in Schedule 1 and applied per Order. Where Schedule 1 records a Founding Partner rate of 0%, that rate applies for the entire duration of this Agreement and is excluded from Zeli's right of amendment under clauses 3.4 and 13.2.
5.3Delivery fee. The delivery fee is charged to the customer and is never deducted from Earnings.
5.4Payout cycle. Zeli raises a Payout automatically every Tuesday, submits it to its finance department for approval, and transfers the approved amount by bank transfer to the account registered in the Merchant Portal. The Merchant may not request a Payout more frequently than once every 7 calendar days.
5.5Payout report. On approval, Zeli sends the Merchant's registered address a confirmation with a report itemising every Order in the Payout and the amounts composing the sum transferred. The report and the transfer are produced from the same calculation.
5.6Processing fee and minimum. A processing fee of USD 5.00 is deducted from each Payout, charged once per Payout irrespective of the number of Orders, and itemised on the report. Where the amount due is below USD 25.00 no transfer is made and the balance carries into the following cycle.
5.7Cash Orders. On cash deliveries the Courier collects payment and accounts to Zeli; the Merchant's Earnings are credited on completion and are not conditional on the Courier having remitted the cash. On cash collections the Merchant retains the cash taken at its premises and settles Zeli's Markup through the merchant deposit flow.
5.8Withholding. Zeli may withhold a Payout pending resolution of an open dispute or investigation, and shall release or adjust the withheld amount within 14 days of resolution.
5.9Taxes. Each Party is responsible for its own taxes. The Merchant is responsible for declaring and remitting any tax due on its Earnings.
6The Device
6.1Loan. Zeli provides one Device at no cost for the duration of this Agreement. It remains the sole property of Zeli. The Merchant acquires no interest in it and shall not sell, lease, pledge or transfer it.
6.2Care. The Merchant shall take reasonable care of the Device, keep it powered and connected during trading hours, and use it only to receive and process Orders.
6.3Risk. Zeli bears the cost of manufacturing defects, ordinary wear and spontaneous failure. The Merchant bears the cost of repair or replacement where the Device is intentionally damaged, lost, stolen, or damaged through misuse or neglect while in its care. Zeli shall notify the Merchant of that cost in writing before invoicing it.
6.4Return. On termination the Merchant shall return the Device in good working order within 7 days, failing which the replacement value in Schedule 1 becomes payable.
7Food safety and allocation of risk
7.1Up to handover — the Merchant. The Merchant is responsible for the quality, accuracy, completeness and safe packaging of every Order up to and including handover to the Courier or customer: correct items and portions, sealed and leak-proof packaging, appropriate temperature, and clear marking of allergens.
7.2After handover — Zeli. From handover to a Courier, Zeli is responsible for safe, hygienic and timely delivery. Couriers carry Orders in Zeli-approved insulated bags and are instructed not to open sealed packaging or leave Orders unattended. Zeli may remove any Courier who breaches these standards.
7.3Regulatory compliance. The Merchant shall comply with all applicable Bonaire food safety, hygiene and licensing requirements, including the Warenwetbesluit Hygiëne van levensmiddelen as applied in the Caribbean Netherlands. Zeli does not audit the Merchant's premises but may suspend an account flagged by a regulator or subject to repeated verified complaints.
7.4Determination. Where responsibility is disputed, Zeli determines it on the evidence. Where inadequate packaging by the Merchant was the direct cause of loss in transit, responsibility rests with the Merchant.
7.5Insurance. Each Party shall maintain insurance appropriate to its activities. The Merchant shall hold the cover required of a food business on Bonaire.
8Refunds and complaints
8.1Zeli absorbs refunds by default. Where Zeli refunds a customer, Zeli bears the cost. The Merchant is not charged for late delivery, Courier error, Platform failure or goodwill extended by Zeli.
8.2When a refund is charged to the Merchant. A refund is deducted from the Merchant only where the cause was the Merchant's — a missing item, an incorrect item, or food unfit on arrival. Any such deduction is capped at the Earnings on that Order and may not exceed them.
8.3Notice of deduction. Every deduction is shown in the Merchant Portal and itemised on the Payout report, naming the Order and the reason, before the Payout is transferred.
8.4Appeal. Zeli's determination is final in customer refund disputes. The Merchant may appeal in writing within 7 days of the deduction appearing; acceptance is at Zeli's reasonable discretion.
9Intellectual property
9.1Merchant content. The Merchant retains ownership of its name, marks, menu and photographs, and grants Zeli a non-exclusive, royalty-free licence to display them in the Platform and in Zeli marketing for the duration of this Agreement.
9.2Photograph warranty. By uploading an image the Merchant warrants that it is an original photograph of the Merchant's own goods, that the Merchant owns or licenses the copyright for commercial use, and that it infringes no third-party right.
9.3Prohibited images. Stock photography, images taken from the internet, images of another business's goods, and AI-generated images are prohibited.
9.4Consequence. A confirmed infringement results in immediate suspension. The Merchant shall indemnify Zeli against any claim, damages, costs or penalty arising from its images. Zeli may remove any image without notice.
9.5Zeli property. The Platform, the Zeli name and marks, and the Device software remain Zeli's property. No licence is granted to the Merchant beyond use of the Merchant Portal and the Device for Orders.
10Data and confidentiality
10.1Customer data. Customer personal data disclosed to the Merchant for the purpose of fulfilling an Order may be used for that purpose only. It shall not be retained beyond what is necessary, used for the Merchant's own marketing, or disclosed to any third party.
10.2Data protection. Each Party shall comply with the data protection law applicable in the BES islands in respect of personal data it handles under this Agreement.
10.3Confidentiality. Neither Party shall disclose the commercial terms in Schedule 1, or non-public information about the other's business learned under this Agreement, except to professional advisers or where required by law. This obligation survives termination by two years.
11Suspension and termination
11.1Suspension. Zeli may suspend or restrict the Merchant's account, with notice where practicable, for: repeated verified complaints about quality, accuracy or conduct; a food safety or hygiene violation flagged by a regulator; fraud or manipulation of Orders; repeated failure to fulfil accepted Orders; infringement under clause 9; or any other material breach of this Agreement.
11.2Effect of suspension. The Merchant's balance is held during suspension and released on reinstatement or on final settlement of outstanding disputes.
11.3Termination for convenience. Either Party may terminate on 30 calendar days' written notice to the other's registered address, for any reason or none. No exit fee is payable.
11.4Termination for cause. Either Party may terminate immediately on written notice where the other commits a material breach incapable of remedy, or fails to remedy a remediable breach within 14 days of written notice. Zeli may terminate immediately for fraud, criminal conduct, a severe food safety violation, or conduct posing a risk to customers, Couriers or the Platform.
11.5On termination. Portal access is withdrawn, the Device is returned under clause 6.4, and any balance owed to the Merchant — after settlement of disputes and deduction of sums properly due to Zeli — is paid within 30 days.
11.6Survival. Clauses 8, 9, 10, 12 and 13 survive termination.
12Liability
12.1Cap. Zeli's total liability arising out of or in connection with this Agreement shall not exceed the total Markup and platform fees earned by Zeli from the Merchant in the 30 days immediately preceding the event giving rise to the claim.
12.2Excluded loss. Neither Party is liable for loss of profit, loss of business or goodwill, or any indirect or consequential loss. Zeli is not liable for Platform downtime, Courier conduct in transit, or the acts of third parties.
12.3Indemnity. The Merchant shall indemnify Zeli against claims arising from the goods it supplies, its breach of clause 7 or clause 9, and its failure to comply with law applicable to its business.
12.4Limits that cannot be excluded. Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, or for any liability that may not lawfully be limited.
12.5Force majeure. Neither Party is liable for delay or failure caused by circumstances beyond its reasonable control, including extreme weather, road closure, power or telecommunications failure, or government action.
13General
13.1Entire agreement. This Agreement, together with Schedule 1, is the entire agreement between the Parties and supersedes all prior representations. The Zeli Partner Book is explanatory only and forms no part of it.
13.2Amendment. Zeli may amend these terms on reasonable prior written notice; continued use of the Merchant Portal after the notice period constitutes acceptance. The Commission in Schedule 1 is excluded from this clause where recorded as a Founding Partner rate. Any other change to Schedule 1 requires the written agreement of both Parties.
13.3Notices. Notice is given in writing to the email address each Party has registered with the other, and is treated as received on the next business day.
13.4Assignment. Neither Party may assign this Agreement without the other's written consent, save that Zeli may assign to a successor of its business on notice.
13.5Severability and waiver. If a provision is held unenforceable the remainder continues in force. A failure to enforce a right is not a waiver of it.
13.6Governing law and jurisdiction. This Agreement is governed by the law of Bonaire, Sint Eustatius and Saba (BES islands), Caribbean Netherlands. The Parties submit disputes they cannot settle amicably to the competent court in Bonaire.
Schedule 1 · Commercial terms
Completed and signed with this Agreement. These are the only terms that vary between merchants.
Merchant (registered name)
Trading name
Chamber of Commerce number
Registered address, Bonaire
Contact name and email
Bank account for Payouts
Commission rate (clause 5.2)
__________ % ☐ Founding Partner — 0% for the life of this Agreement
Services (clause 3.1)
☐ Delivery ☐ Collection ☐ Both
Device serial number (clause 6.1)
Device replacement value
USD __________
Commencement Date
Founding Partner rate
Where the Founding Partner box above is ticked, the Commission is 0%and remains 0% for the entire duration of this Agreement. Clause 5.2 places that rate outside Zeli's right to amend terms under clauses 3.4 and 13.2, so it cannot be varied by notice — only by the written agreement of both Parties.
Signed on Bonaire on this day of, 20, in two counterparts.
For Shekhinah Tours B.V. (“Zeli”)
Name:
Signature
Title: General Manager
For the Merchant
Business:
Name and title:
Signature
Acceptance in the Merchant Portal
Where this Agreement is accepted by activating a Zeli Merchant Portal account rather than signed on paper, that acceptance binds the Merchant to these terms with the same effect as a handwritten signature, and Schedule 1 is evidenced by the commercial terms recorded in the Merchant Portal.