Agent Agreement Terms and Conditions - Shop2Shop Agent Portal

MASTER AGENT AGREEMENT

1. General
1.1 Please read these terms and conditions (“Agreement”). Your acceptance of these terms and continued access, use and resell of our products or services indicate your agreement with the terms set out below. The Agreement contains crucial information about your rights, responsibilities, duties and liability. It is imperative that you carefully read and understand these terms, as this Agreement, subject to any amendments, will govern your relationship with us
1.2 These conditions take effect upon you accepting the terms and/or accessing our our products and services or dashboards or resells our products and establishes a binding agreement between us. The most recent version of these conditions will govern our respective rights and obligations each time you access the products, services or dashboards.
1.3 Your use and access of the services, products and dashboards are conditional upon your acceptance, without amendments, of the terms of this agreement. If you disagree with any of the terms in this agreement, we request that you refrain from using the products, services, or dashboard or reselling our services.
1.4 We reserve the right, at our sole discretion, to amend these terms of use, including the addition of new terms and conditions, at any time and without notice. Such amendments will be effective immediately and automatically. You agree to proactively review these terms of use on a regular basis.

2. Appointment.
2.1. Agents are appointed as non-exclusive Agents for Shop2Shop to promote, market and sell the Shop2Shop products (including Tap2Pay/card acquiring, vending Devices, applications, money transfer services etc.) (“Products”) and services (together offering services and selling the Products are referred to as the “Services”) as made available to the Agent by Shop2Shop or as described in any Statement of Works entered into between the Agent and Shop2Shop from time to time (“SOW/s”) which will be incorporated into this Agreement, to customers in South Africa (“Shop Owners”). The Agents are managed by Partners appointed by Shop2Shop, on Shop2Shop’s behalf.
2.2. Shop2Shop delivers good quality Products and expect a high quality of service from the Agent.
2.3. An Agent will only be deemed to be authorised as an Agent once:
2.3.1. the agent has entered into this prescribed Shop2Shop Agent agreement; and
2.3.2. the agent has been vetted and passes the prevailing Shop2Shop vetting process.

3. Sub-agency.
3.1. The Agent may not appoint any further agents and/or sub-contractors to perform the Services.

4. Performance of the Services.
4.1. The Agent represents and warrants that it will perform its obligations according to the terms of this Agreement and that the Agent will:
Certification
4.1.1. have the necessary skills, resources and expertise to provide and shall provide all Services in accordance with the terms of this Agreement;
4.1.2. successfully complete the Shop2Shop agent certification program and pass the certification program within 6 months of being requested to do so;
4.1.3. where access to Shop2Shop’s system was granted to it, it will immediately cease accessing the system once this Agreement terminates;
Service Delivery standards
4.1.4. provide the Services in terms of this Agreement in a timely, professional and workmanlike manner consistent with the highest industry standards of quality and integrity or at a standard as specified in this Agreement;
4.1.5. perform the Services in accordance with any training provided to the Agent by Shop2Shop or the Partner;
4.1.6. use its best endeavours to protect and promote the business of Shop2Shop and preserve its reputation and goodwill;
4.1.7. comply, with all applicable laws and standards relating to the supply of the Services, including Shop2Shop’s and its clients’ standards, policies, procedures and directions;
4.1.8. refrain from conducting itself in a fraudulent manner;
4.1.9. in addition to the obligation set out in clause 11.3, for the duration of the Agreement, it will provide after-sale first level technical helpdesk support services, where reasonably possible, to cover the Products it supplies to the Shop Owners. Should the Agent be unable to provide the support, it shall inform Shop2Shop, in advance as soon as reasonably practicable. If the Agent is unable to resolve a problem it will escalate the problem to the relevant Shop2Shop contact for resolution;
4.1.10. at its own expense, it will comply with all laws and regulations relating to its activities under this Agreement, as communicated by Shop2Shop from time to time. For the avoidance of doubt, Shop2Shop will endeavour to assist the Agent in its compliance with applicable laws and regulations insofar as it is practicably possible;
Device Performance
4.1.11. take responsibility for any inactive Products sold and shall immediately, upon being informed by Shop2Shop, visit the affected Shop Owner, to determine the cause of the inactivity and give feedback to Shop2Shop;
4.1.12. if after 3 days the Agent did not act on the instruction from Shop2Shop, then Shop2Shop has the discretion to send another representative to the affected Shop Owner and the Agent shall no longer be entitled to payment of Commission for the affected Product and or Shop Owner;
4.1.13. visit any Shop Owner, which Shop2Shop may communicate to it, to attend to inactive Product;
Client vetting and verification
4.1.14. perform pre-vetting on Shop Owners before the Product is placed and linked and will only place Products at sites where the Products will be utilised optimally;
4.1.15. ensure that each Shop Owner is correctly KYC’d prior to linking any Product, which includes but is not limited to identification documents, proof of address, verifying that the Shop Owner is conducting bona fide business operations, determining the merchant category and ensure that the documents have been forwarded / submitted to Shop2Shop;
4.1.16. conduct a site inspection of the Shop Owner’s premises to verify that the business operations and address conveyed to Shop2Shop within 1 (one) month of onboarding the Shop Owner;
4.1.17. ensure that each Shop Owner accepts the appropriate terms and enter into an agreement with Shop2Shop, prior to utilising the Services or Products;
Product security
4.1.18. while Shop2Shop owns the Product, the Agent will (i) keep the Product in a secure, locked location place; (ii) keep the Product in good condition while in its possession; (iii) inform Shop2Shop about any loss, theft, or destruction of or to the Product; (iv) not assign or transfer the Product to a third party excluding a Shop Owner; (v) will not change or add to the Product;
Advertising material and trademarks
4.1.19. comply with all rules for the use of the trademarks and branding issued by Shop2Shop (including those set out in any branding guidelines) and shall not, without prior written consent of Shop2Shop:
• alter or make any addition to the labelling or notifications of the Products displaying or which are relevant to the trademarks;
• make any addition or modifications to the Products or to any advertising and promotional materials supplied by Shop2Shop; or
• alter, deface or remove any reference to the trademarks, any reference to Shop2Shop or any other name attached or affixed to the Products or their packaging or labelling.
4.1.20. not use any advertising materials or promotional literature to promote the Products that is not compliant with branding guidelines, without Shop2Shop’s consent;
4.1.21. display advertising materials and other signs provided by Shop2Shop which are consistent with branding guidelines;
4.1.22. observe all directions and instructions given to it by Shop2Shop for promotion and advertisement of the Products, in compliance with branding guidelines;
Product management
4.1.23. upon termination of this Agreement return all stock in its possession;
4.1.24. inspect each Product upon delivery to check if it is in good working order. If any Products are faulty, the Agent shall immediately inform Shop2Shop. Shop2Shop will determine whether to repair or replace the Product/s;
4.1.25. assist Shop2Shop in dealing with any complaints or faulty Products, as per Shop2Shop’s reasonable instructions, so that we can ensure the Products return to operations as soon as possible;
4.1.26. not sell Products to other resellers/partners;
4.1.27. immediately inform Shop2Shop of any unauthorised access to Shop2Shop information in its possession;
Other
4.1.28. it will market, promote and sell the Shop2Shop Products;
4.1.29. it will provide training to Shop Owners and/or other customers on using the Products;
4.1.30. It will not attempt to bind Shop2Shop or modify any contracts by claiming any authority to act on Shop2Shop’s behalf;
4.1.31. It won’t make any claims about the Products or any related services that go beyond or are in conflict with the terms and conditions of the Products or services; it will comply with the compulsory policies as Shop2Shop may communicate from time to time;
4.1.32. it will attend training provided by Shop2Shop from time to time and will ensure that the Services are conducted in accordance with the training;
4.1.33. it will ensure that any Shop2Shop information in its possession is kept safe;
4.1.34. it will avoid any material conflict between its own interests and those of Shop2Shop and in particular
shall not receive any financial benefit from Shop2Shop or any other party to which the Agent is not entitled as a result of its Service to Shop2Shop, if doing so would be against Shop2Shop’s interests. shall inform Shop2Shop, at the as soon as practical in the circumstances, of any direct or indirect material interests which it may have in conflict with Shop2Shop;
4.1.35. will not engage in any conduct which might bring Shop2Shop’s name into disrepute. For the avoidance of doubt, disrepute means any action which will potentially damage Shop2Shop’s reputation;
4.1.36. shall promptly notify Shop2Shop if it becomes aware of anything which may impact its ability to carry out the Services in accordance with this Agreement or in compliance with applicable laws and regulatory requirements;
4.1.37. shall co-operate with any relevant regulatory authority in connection with the provision of the Services;
4.1.38. shall adhere to service levels set out in in this Agreement and as communicated from time to time; and
4.1.39. shall adhere to any regulatory requirements which may come into effect, either immediately or within the specified period, as communicated by Shop2Shop from time to time.

5. VAS Vending
For purposes of this clause the following terms shall bear the following meanings:
“Profit+” shall mean a mobile vending application loaded onto a Device that provides the Partner, Agent and Shop Owner, the opportunity to earn additional commission when the Shop Owner sells VAS (for example airtime or electricity) to an end-user/consumer via the application, which can either be a white labelled application or the Profit+ branded application.
“VAS” means vouchers for value added services and includes electricity, airtime, wifi, data etc and can be sold through an Easyload voucher or a Shop2Shop supported VAS vending application including Profit+.
5.1. The Partner will create a Profit+ for the Agent, using the Agent’s mobile number and all required information.
5.2. The Agent must change its default password immediately and keep its Profit + account details confidential. The Agent is responsible for all changes and updates submitted through its Profit + account, and all activities and transactions that occur in connection with its Profit + account.
5.3. The Agent’s Profit + account will indicate the balance of its Profit + account (“Balance”). This Balance reflects the amount in its Profit + account, which reflects its Commission earned plus any top-ups which are done via the Shop2Shop App into the Profit+ Account our minus any tops ups from the Agent’s Profit+ Account.
5.4. Upon the Agent signing up new Shop Owners for Profit +, it will create a profile for each Shop Owner and will select which “agent category” each Shop Owner will earn Commission at, i.e. “Emerging”, “Achiever” or “Elite”.
5.5. The Agent acknowledges that the Partner may at any time change the commission rate, in its sole discretion, as a result of Shop2Shop changing the commission rate of the Partner, (for example when the network rates changes), but the Partner will communicate rate and methodology changes to the Agent in advance. Where required, the Agent will communicate the commission changes to the Shop Owners, as applicable.
5.6. No profile changes to a Shop Owner’s account may be made without the Shop Owner’s or Shop2Shop’s permission.
5.7. In the event that this Agreement or any applicable SOW are terminated because the Agent has been in breach of any of the Agent’s obligations (including not signing up new Shops or illegal or unethical or unfair conduct) in terms of the Agreement, the Agent will not receive any further Commissions and Shop2Shop’s obligation to pay Commissions will terminate.

6. Management by authorised Shop2Shop Partner.
6.1. The Agent acknowledges that Shop2Shop shall be entitled to delegate the management of the Agent in terms of this Agreement, to its authorised Partners.
6.2. The Agent shall adhere to the instructions of Shop2Shop’s authorised Partner in its performance of the Services in terms of this Agreement.

7. Payment of Commission.
7.1. The Agent will be entitled to payment, which will be calculated in accordance with the Agent’s linked Shop Owner’s performance and the calculation shall be at Shop2Shop’s current commission rate, as notified by Shop2Shop from time to time (the “Commission”) for the duration of the Agreement. The Agent agrees that Shop2Shop’s statistics and calculations in relation to the tracking of the Agent’s linked Shop Owner’s activity and the calculation of its Commission, shall be final and payable in terms of this clause.
7.2. The Commission is inclusive of all costs and expenses incurred by the Agent and no further amounts are payable by Shop2Shop unless otherwise agreed in writing by Shop2Shop. The Agent shall not be entitled to any other remuneration and/or fees of whatsoever nature from Shop2Shop, not specified or intended in this Agreement.
7.3. Without limiting recourse to other available means, any overpayments by Shop2Shop may be offset against any amount subsequently due by Shop2Shop to the Agent.
7.4. The parties shall comply with all provisions of the Income Tax Act 58 of 1962 (“Income Tax Act”) and the Value-Added Tax Act 89 of 1991, insofar as it is applicable and, if the Agent is regarded as a personal services company or a personal services trust as defined in the Income Tax Act, Shop2Shop shall be entitled to deduct such amounts from the consideration payable to the Agent as it is required to do in terms of the Income Tax Act or in terms of any regulations or tables promulgated or published in terms of the Income Tax Act.
7.5. If Shop2Shop becomes obliged to make any additional payments in respect of the consideration paid to the Agent, it shall be entitled to deduct, with immediate effect, the full amount from the consideration due to the Agent.
7.6. Shop2Shop reserves the right to change the Commission methods of calculation at any time, in its sole discretion.
7.7. The Agent indemnifies Shop2Shop against any cost, expense and/or liability incurred or sustained by Shop2Shop because of the Agent failing to comply with any of the provisions of the Income Tax Act or any other applicable law or any income tax directive.
7.8. The Agent shall remain responsible for ensuring that it provides accurate information for the payment of Commission.
7.9. Shop2Shop is entitled to set off any amounts due and payable by the Agent in terms of a Facility Agreement against Commission payable to the Agent at any time. The afore-said amounts may constitute the whole or part of the Facility Agreement, which proportion will be communicated to the Agent.

8. Warranties: These warranties are in addition to the warranties and obligations contained elsewhere and communicated from time to time. The Agent undertakes and warrants in favour of Shop2Shop that:
8.1. It is a lawful resident of South Africa and has the right to work within the Republic of South Africa;
8.2. the Agent will not act negligently or with wilful misconduct;
8.3. to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may prevent it from complying with all of its obligations in terms of this Agreement;
8.4. the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;
8.5. it is not relying upon any statement or representation by or on behalf of any other party, except those expressly set forth in this Agreement; and
8.6. the information contained on the front page of this Agreement is true and correct in every respect, and any changes to such information will be communicated to Shop2Shop without delay.

9. Confidentiality
9.1. The parties agree that each shall treat as confidential all information provided by a party to the other regarding such party’s confidential information. All confidential information provided by a party hereto shall be used by the other party only for the purposes of rendering Services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of the party who provided the confidential information. The previously mentioned shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in breach of this clause or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation. All confidential information disclosed by either party shall remain the property of such party.
9.2. The party receiving the confidential information must ensure it keeps the confidential information safe from unauthorised access, use, disclosure and copying.
9.3. The Agent shall not remove from Shop2Shop’s premises, any equipment or documents or materials relating to Shop2Shop’s business without the written consent of Shop2Shop. If the Agent is provided with equipment (e.g., a laptop, phone, device etc.), the Agent is liable to keep it safe and return the equipment to Shop2Shop in the same good condition once the contract has been terminated.
9.4. The Agent shall promptly, upon request by Shop2Shop, and in any event upon the termination of this Agreement, deliver to Shop2Shop all lists of clients or customers, correspondence and all other documents, papers, equipment and records which may have been prepared by the Agent or have come into its possession or under its control in the course of it fulfilling its obligations in terms of this Agreement, and the Agent shall not be entitled to retain any copies thereof, it being recorded that all rights, title, interest and copyright in and to any such lists, correspondence, document, papers and records shall throughout the currency of this Agreement and thereafter subsist in and continue to subsist in Shop2Shop.
9.5. Instead of returning the confidential information as set out in clause 9.4 above, the recipient shall, at the instance of the discloser destroy such material and furnish the discloser with a written statement to the effect that all such material has been destroyed.
9.6. The Recipient shall comply with a request, in terms of this clause 9, within 5 (five) business days of date of such a request.
9.7. The provisions of this clause shall survive the termination or cancellation of this Agreement for any reason whatsoever.

10. Personal Information and Data Protection
10.1. Where the Agent processes personal information on Shop2Shop’s behalf the Agent agrees to comply with Shop2Shop’s Third Party Data Processing policy, accessible through the following link: https://www.shop2shop.co.za/wp-content/uploads/2023/10/20230927-Third-Party-Data-processing-policy_signed.pdf.
10.2. The Agent acknowledges and agrees that Shop2Shop retains all right, title and interest in and to the Personal Information.

11. Agent engagement policies.
11.1. The Agent acknowledges that it is of paramount importance that the relationship between itself and Shop2Shop, is based on mutual trust and overall good faith and to regulate the afore-said Shop2Shop has a variety of policies and procedures in place, as communicated from time to time. The Agent shall comply with the mandatory policies as Shop2Shop may communicate from time to time.
11.2. The Agent acknowledges and warrants in the event that the Agent replaces an active, functioning Product with another Product, Shop2Shop shall recover the actual costs of the new Product in full from the Agent, which costs include but are not limited to the actual cost of the Product, not the discounted rate, and all other actual costs incurred by Shop2Shop as a result of Shop2Shop’s acquisition of the new Product.
11.3. Shop2Shop will provide customer service to the Shop Owners and assist with Shop Owner queries, call centre and any other reasonable support. Additionally, it is the Agent’s responsibility to, where reasonably required, look after and maintain all your Shop Owner relationships to the best of its ability. Shop2Shop reserves the right to visit Shop Owners with any Products that have been inactive for more than 3 days and uplift, fix or replace faulty devices at these Shop Owners as well as provide support services to these Shop Owners where the Agent has failed to do so for 3 days. These Shop Owners will be removed from the Agent’s Commission structure entirely.
11.4. In the event that the Agent fails to sell a minimum of 5 Products for a 1-month period, Shop2Shop reserves the right to reduce your Commission rate or terminate the Agreement, as determined in Shop2Shop’s sole discretion.
11.5. Shop2Shop shall in sole discretion communicate any applicable policies and procedures to the Agent, which policies and procedures shall be effective within 30 (thirty) days from communication and the Agent agrees to comply with the policies.

12. Default. The occurrence of any of the following shall constitute a default under this Agreement:
12.1. Failure to make payment. The failure of the Agent to make a required payment of any amount due to Shop2Shop on its due date, under this Agreement. In the event of non-payment, Shop2Shop will be entitled to charge default interest of 2% on all outstanding amounts owed to Shop2Shop for the period during which the default continues;
12.2. Fraud. Fraud of the Agent;
12.3. Violation of Agreement. The violation of any provision of this Agreement that is not corrected within five (5) business days after written notice has been received;
12.4. Unlawfulness. In the event of either party’s performance of their obligations in terms of this Agreement is rendered unlawful;
12.5. Insolvency. The insolvency or bankruptcy of the Agent;
12.6. Lack of availability. If the Agent is not contactable for a period of 3 (three) days or more, unless Shop2Shop has agreed to the contrary, in writing, or legitimate reason for unavailability has been determined by Shop2Shop;
12.7. Periods of inactivity. If the Agent fails to sell a minimum of 5 Products for a 1-month period;
12.8. Non-certification. Should the Agent fail to successfully complete the Shop2Shop agent certification program and pass the certification program within 6 (six) months of being requested to do so; and
12.9. Disrepute. Should the Agent perpetuate any conduct that brought Shop2Shop’s name into disrepute.
(all referred to as a “Default Event”)
12.10. Should the Agent default in terms of this Agreement, Shop2Shop may take possession of the Products as provided by law with the right to deduct the costs of recovery, including any attorney’s fees and legal costs, in addition to any repair or other costs to obtain the Products and bring to the same condition as the Agent received upon initial delivery.

13. Cession in security
13.1. A cession in security is where the Agent, as the debtor of Shop2Shop transfers to Shop2Shop, as the Agent’s creditor, certain rights, such has the right to the any monies which may be due to it, including the rights to any security held by the Agent in respect of such claims and all of its rights, title and interest in and to any movable corporeal property, including stock, bank accounts, to secure the repayment of a debt.
13.2. As security for the due fulfilment by the Agent to Shop2Shop of all of its obligations in terms of this Agreement, including the Facility Agreement, the Agent cedes to Shop2Shop in securitatem debiti all of its rights, title and interest in and to any claims, howsoever arising and nothing excepted, which the Agent may have against any person or juristic person for the payment of any monies which may be due to it, including the rights to any security held by the Agent in respect of such claims and all of its rights, title and interest in and to any movable corporeal property, including stock, bank accounts. The Agent accepts this cession.

14. Proof of indebtedness.
14.1. A certificate signed by Shop2Shop as to the amount owing by the Agent to Shop2Shop in terms of this Agreement, and as to any other fact, matter or thing relating to the Agent’s indebtedness to Shop2Shop in terms of the this Agreement, will, in the absence of manifest error, be prima facie proof of the matters therein stated for all purposes, including for the purposes of furnishing further particulars, obtaining provisional sentence or other judgment against the Agent.

15. Legal address and notices.
15.1. The Agent chooses the addresses used to register with Shop2shop to receive notices and legal process in terms of this Agreement (“Legal Address”), or as otherwise notified in writing. Notices, to be valid, must be in writing, and may be given by e-mail. Notices are deemed to have been received on the date of delivery by hand to a responsible person at, or transmission of the email to, the chosen Legal Address, during ordinary business hours. If delivery occurs outside of ordinary business hours, it shall be deemed to have been received at 08h00 SAST on the next business day. A written notice actually received by a party shall be valid even if it was not delivered at its chosen Legal Address.

16. Background Screening.
16.1. The Agent agrees that Shop2Shop and/or the Partner may make inquiries to confirm any information provided by the Agent and obtain additional information from any registered credit bureau or any other third party source (including your bank, Secure Citizen, Dow Jones, Lexis Nexis and CIPC), when assessing the information provided, assessing the fitness of the Agent to provide of the Services. The Agent authorises Shop2Shop to conduct a credit report, a criminal background check, fraud check, anti-money laundering check, immigration status check, KYC, general background investigation, CIPC checks, checks to verify legitimacy of business activities, on the Agent. The Agent further warrants that all the directors and/or members have consented to the Agent instructing Shop2Shop to conduct the credit enquiry on the Agent and that the director and/or members acknowledges that the enquiry will include an inquiry into the director and/or member’s credit profile. The Agent consents to Shop2Shop being doing an account verification check to verify that banking details provided, are correct, or to enquire with the Agent’s banker to obtain its opinion with regards to lending amounts and lending/services terms applicable to the Agent. The Agent furthermore consent to Shop2Shop submitting its information, including payment profile and default information and any other relevant information, to a registered credit bureau and allow the credit bureau to release the information for lawful purposes to third parties.

17. Ownership.
17.1. Notwithstanding delivery, the Agent acknowledges, and warrants in favour of Shop2Shop, ownership in the services and Products will remain with Shop2Shop and will only transfer, upon successful linking of the Product by the Shop Owner.
17.2. The Agent acknowledges that Shop2Shop at all times retains the right to reclaim any Products in the Agent’s and/or the possession.

18. Delivery and risk.
18.1. The Agent shall inspect each item and part of the Products upon delivery and pursuant to this Agreement. The Agent shall have twenty-four (24) hours from the delivery date to inform Shop2Shop of any discrepancies. If for any reason the Agent claims the Product was not the same as described under this Agreement, the Agent shall be able to return the Product and damaged Products shall be replaced, in terms of this Agreement.
18.2. Shop2Shop makes no warranties, expressed or implied, as to the Products. The Agent assumes responsibility for the condition of the Products.
18.3. Risk in and to the Products will pass to the Agent on delivery, and any loss, damage or deterioration to the Products following delivery shall be borne by the Agent. The Agent will remain liable to pay for the Products regardless of any loss, damage or deterioration.
18.4. In the event that the Agent utilizes the facility option to purchase the Products from Shop2Shop, the payment obligations that ensues will be borne by the Agent upon delivery.

19. Product Warranty.
19.1. Shop2Shop warrants that the Product/s will be in good working order and free of defects at the time they are delivered to the Agent, and for a period of 12 months after delivery.

20. Resale.
20.1. The Agent may sell the Product/s at a mark-up, but this mark-up may not exceed the recommended price, as notified by Shop2Shop to the Agent (the “Recommended Selling Price”), from time to time. It should be noted that Shop2Shop has the right to change the Recommended Selling Price, upon notice to the Agent. The Agent agrees comply with the Recommended Selling Price.
20.2. The Agent will not manufacture, market, or sell any Products or Service which are competitive with the Products and/or Services of Shop2Shop.
20.3. The Agent will not make any claims or statements about the Product/s and/or services which are false, misleading or inconsistent with information published by Shop2Shop, given to you byShop2Shop or provided for in any Shop2Shop materials and/or branding guidelines etc.
20.4. The Agent acknowledges that where a Shop Owner has not processed any transactions on a Product for a consecutive period of 60 days, such site allocation shall lapse, and such site shall become available for any partner or Agent to sell Products.

21. No employment.
21.1. It is specifically recorded that the Agent will perform independent services and is therefore not an employee as envisaged in the Labour Relations Act, any bargaining council or other legislation applicable to employees including the Basic Conditions of Employment Act, the Unemployment Insurance Act, the Employment Equity Act. It is furthermore specifically recorded that the Agent will not be entitled to employee benefits such as pension or retirement annuities, medical aid, bonuses or any other fixed or variable benefits, including leave pay or sick leave entitlements, that may be expected in a typical employer/employee relationship.

22. Return of Product/s.
22.1. At any time, even after termination of this Agreement, Shop2Shop may request (at our discretion) that the Agent return any Product/s in its possession to Shop2Shop, irrespective of whether these have been fully paid for or not and the Agent must then return these Product/s to Shop2Shop. If the Product/s returned are in a good condition and are still sealed in the package that they were in when they were delivered to the Agent, Shop2Shop will credit the Agent with an amount equal to the original purchase price invoiced at the time of the supply, less any further discounts, price adjustments or credits or Commissions (relating to the specific Product) afforded to the Agent or any amount of indebtedness by the Agent to Shop2Shop.

23. Termination.
23.1. Either party may terminate this Agreement with immediate effect, at any time by notifying the other in writing. Shop2Shop may review this Agreement on a regular basis.
23.2. If this Agreement is terminated, then Shop2Shop may manage the Shop Owners directly and the Agent will then stop using Shop2Shop’s trademark and stop indicating that the Agent is selling Shop2Shop Products and services from the termination date.
23.3. In the event of the Agent committing a Default Event or a material breach of this Agreement, which include but are not limited to fraud, dishonesty, conduct which causes damage to Shop2Shop’s reputation, the Agent will not be entitled to the payment of Commission after the termination date of this Agreement, unless otherwise provided in any SOW.

24. Cession and Assignment.
24.1. Shop2Shop may cede and/or assign this Agreement to any other person without the Agent’s consent and upon written notice to the Agent. However, the Agent may not cede and/or assign this Agreement without Shop2Shop’s prior consent, which will not be unreasonable withheld.

25. Direct Marketing.
25.1. By accepting these terms, the Agent consents to Shop2Shop processing the Agent’s personal information for the purposes of Shop2Shop or our partners (brands, suppliers etc) or affiliate companies directly marketing goods or services to the Agent via electronic communication. In each instance, the Agent will have the opportunity to opt-out of receiving further direct marketing communication from Shop2Shop. The Agent can withdraw consent by emailing [email protected].

26. Intellectual Property.
26.1. The Agent will not disclose or use any of Shop2Shop’s confidential information, trade secrets or intellectual property, and if the Agent has this in its possession, the Agent will ensure that it is stored safely. The Agent may not copy the Products and/or services. No ownership in any intellectual property is transferred in terms of this Agreement and/or rights to the intellectual property is granted except as provided for in the Agreement.

27. Liability and Indemnity.
27.1. Save for wilful misconduct and gross negligence, Shop2Shop cannot be held liable for any loss, damage, demands, claims, suits, liability, or injury, of whatsoever nature, and however arising (Loss) suffered by the Agent, members, directors, employees and/or any Shop Owner in relation to this Agreement or the Products and/or services. The Agent indemnifies Shop2Shop, its agents, directors, members, employees, and officers, against any Loss the Agent, any of its Agents, directors, members, employees, or any Shop Owner, may suffer or incur arising out of the Agent’s appointment as our reseller and/or the on-sale, supply, and delivery, of the Products and/or services by the Agent.

28. Non-solicitation, restraint of trade and non-compete.
28.1. During the period commencing on the Effective Date and ending 1 (one) year following the termination date, the Agent shall not , without Shop2Shop’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of Shop2Shop or its affiliates; (ii) hire, on behalf of the Agent or any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment with Shop2Shop or its affiliates or (iii) the Agent will not, whether for its own account or for the account of any other person, intentionally interfere with the relationship of Shop2Shop or its affiliates with, or endeavor to entice away from Shop2Shop or its affiliates, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant, co-investor, co-developer, joint venturer or other customer of Shop2Shop or its affiliates.
28.2. During the period commencing on the Effective Date and a period ending 1 (one) year following the termination date, the Agent shall not be or become in any way (whether directly or indirectly) engaged in the marketing and/or sale, within the Republic of South Africa, of any competitive Product; nor shall the Agent in any way whatsoever (whether directly or indirectly) have any interest in any company, partnership, joint venture or any other entity of whatsoever nature, which is so engaged within the Republic of South Africa.

29. General Provisions.
29.1. The parties will comply with all applicable laws, including data protection, marketing, anti-money laundering regulations, privacy and confidentiality laws.
29.2. This Agreement is the whole agreement between the parties relating to the reselling by the Agent of the Product/s and/or services and supersedes all other agreements, whether verbal or in writing, entered into between the parties.
29.3. No amendments are binding unless they are in writing.
29.4. The Agent confirms that it has read this Agreement properly and that the Agent understands all the terms and all the Agent’s rights and obligations. The Agent has signed this Agreement willingly.
29.5. Shop2Shop is not bound by any warranties or representations, unless contained in this Agreement.
29.6. The parties’ consent to the jurisdiction of the Magistrates’ Court.
29.7. This Agreement may be signed in one or more counterparts.