Safe Agreement Terms

MASTER TERMS AND CONDITIONS

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 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. Introduction. Shop2Shop offers the Safe Customer with an integrated safe (“Product”) and operates the Shop2Shop system and application (“App”) which gives users a safe and a secure payment and ordering system, an integrated business model and the ability to pay and order goods from suppliers, and top-up Shop2Shop accounts.

3. Agreement. By your signature above, You agree to your appointment as a reseller and agree to abide by these terms and conditions. This agreement consists of the cover page, this master set of terms entered into between us relating to the provision of the Products and any addendum or annexure agreed to between us in writing.

4. Duration. This agreement will start once it has been signed by both parties and will continue indefinitely. Either party may cancel this agreement on written notice of not less than 2 (two) months’ to the other party.

5. Supply of Products.
Shop2Shop shall provide the Safe Customer with the Product and advances the Safe Customer cash against money loaded into the App, this advance is a facility against money loaded and can be used interest free to pay suppliers in the App order goods or transfer to the Safe Customers linked bank account.

6. Safe Customer duties. The Safe Customer warrants that it shall:
6.1 brand the Premises with the Shop2Shop logo, along with his own branding;
6.2 maintain the Product, keep it clean and ensure that it is free from cockroaches (or pests of a similar size);
6.3 keep the Product in a secure, locked location, monitored by a working alarm and camera facing the Product, in the event that the Safe Customer does not have a camera or there are any issues with the camera or alarm system, it will submit itself to a polygraph test when requested to do so by Shop2Shop. Should the Safe Customer or its employees refuse to submit themselves to a polygraph tests, they will be liable to pay the excess fee on the relevant claim;
6.4 have a minimum throughput of R 1,000,000.00 per month, commencing 3 (three) months from date of installation of the Product. Failure to adhere to the aforementioned threshold, would result in a Fee adjustment in the amount of R 10,000.00 safe rental fee, therefore the Safe Customer will forfeit its preferential pricing, for each month that the Safe Customer fails to meet the minimum throughput, unless otherwise specified an applicable SOW;
6.5 encourage his suppliers to use the Shop2Shop system;
6.6 order products directly via the App (where the prices are competitive);
6.7 maintain and keep safe inverter and battery, provided by Shop2Shop, where applicable; and
6.8 deposit cash into the Product using the procedures set by Shop2Shop.

7. Shop2Shop duties. Shop2Shop shall:
7.1 provide the Safe Customer access to and use of the App;
7.2 install an integrated safe at the Premises.
7.3 provide a cash collection service from the Premises;
7.4 maintenance and servicing of the Product;
7.5 add suppliers who agree to use the App.
7.6 provision of an inverter and battery; and
7.7 facilitate the transfer of money from the Safe Customer to other registered shop owners and suppliers.

8. Representations and warranties. Each party represents and warrants that:
8.1 it has the full right, power, legal capacity and authority to perform its obligations under this Agreement and, by entering into this Agreement, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;
8.2 there is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;
8.3 it has and shall maintain (as applicable) for the duration hereof all necessary licences, consents and approvals for operation of its business and performance of its obligations in accordance with this Agreement;
8.4 It shall not sell, resell, assign or otherwise transfer rights to, use, reproduce, decompile, reverse engineer, modify or distribute any confidential information of the other party that is not expressly authorised in this Agreement;
8.5 it will not do nor omit to do anything which may be illegal or which is otherwise capable of damaging the reputation or goodwill of the other party; and
8.6 in undertaking its obligations pursuant to this Agreement it will exercise at least the same degree of competence and professionalism which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of business as such party under the same or similar circumstances, but in no event with less than reasonable care.

9. Risk and ownership
9.1 The Safe Customer acknowledges and agrees that all rights and title and ownership in respect of the Product, the cash in the Product and the App shall at all times remain with Shop2Shop.
9.2 Notwithstanding ownership of the Product, the Safe Customer acknowledges that all risk of loss or damage to the Product will pass to the Safe Customer upon installation of the Product at the Safe Customer’s premises. To safeguard the Product from loss or damage, Shop2Shop has the authority to install additional security features at the Safe Customer’s premises, at Shop2Shop’s sole discretion, which can include but is not limited to a security camera.

10. Payment.
10.1 The Safe Customer will try his best to grow and promote the Shop2Shop App by using the App to promote supplier payments, product orders and selling Flash top-ups.
10.2 The Safe Customer shall pay the Fees set out in each SOW.
10.3 The billing period will commence on the first day of each calendar month and conclude on the last day of the same month. Which Fees will be deducted from the Safe Customer’s App on a monthly basis, unless otherwise specified in the SOW.
10.4 The Fees shall escalate as set out in each SOW. If the SOW is silent in relation to escalations, the Fees shall escalate on the anniversary of each Commencement Date of the specific SOW by CPI or 10% (whichever is higher).
10.5 Shop2Shop may also increase the Fees upon 30 (thirty) days’ written notice to the Safe Customer.

11. Safe Customer Liability. The Safe Customer shall be liable for:
11.1 any damage to the safe caused by his staff members, or any person on the Premises;
11.2 A penalty fee of R 500.00 when refusing a safe / bag collection by a CIT company.
11.3 A penalty fee of R 250 .00 when pressing “Remove Cash” on the Cache to Cache application when no cash removal is being done.
11.4 Any shortages on the bag count as a result of an error on the safe count or a redeposit of counted cash will be for the customers’ account.
11.5 The customer is responsible for ensuring the cash removal procedures are executed correctly by the CIT company.

12. Trademark. You must not remove any branding or amend the packaging on the Products. You must not allow any other person to use our branding and You cannot use the branding yourself for any other purpose.

13. No Agency. This is not a joint venture and You are not our agent nor an employee and You may not represent us or give any warranties or make any representations on our behalf or hold yourself out as an employee. Nothing in these terms and conditions is intended or should be interpreted as creating a contract of employment between You and Shop2Shop.

14. Termination. Upon termination of this agreement, You will not be allowed to use Shop2Shop’s trademark nor resell the Products. You will return/destroy all information and documentation in your possession and provide a statement confirming return or destruction of same.

15. Breach and termination.
15.1 In the event of either of the Parties (“Defaulting Party”) committing a breach of any of the terms of this Agreement and failing to remedy such breach within a period of 14 (fourteen) days after receipt of a written notice from another Party (“Aggrieved Party”) calling upon the Defaulting Party to remedy, then the Aggrieved Party shall be entitled, at its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the terms of this Agreement or to cancel this Agreement forthwith and without further notice, and in either case to claim and recover damages from the Defaulting Party.
15.2 Notwithstanding anything to the contrary contained herein, either Party will be entitled to terminate this Agreement immediately if the other Party –
15.2.1 enters into a compromise, scheme of arrangement or composition with any or all of its creditors; or is liquidated or placed under judicial management, whether provisionally or finally; or is placed under business rescue proceedings or any similar administration, whether voluntarily or upon application by a third party; or
15.2.2 commits any act or any omission which if it had been done or omitted to be done by a natural person would be an act of insolvency in terms of the South African Insolvency Act, 1936; or
15.2.3 is in contravention of any law; or
15.2.4 ceases to carry on business or disposes of its business or changes the fundamental nature of its business and/or disposes of the major portion of its assets other than for value.
15.3 Notwithstanding anything to the contrary contained herein, should a change in law take place such that any obligation and/or right under this Agreement becomes unlawful, such provision shall, to the extent possible, be severed from the rest of this Agreement and the Parties shall negotiate in good faith within a period of 1 month as from the date on which the provision so becomes unlawful (or such other time period as agreed to between the Parties) a possible alternative provision that is compliant with applicable laws and which provides the same or similar commercial effect as the offending clause, provided that the Parties reach written agreement in relation to such alternative provision. Should the Parties fail to reach agreement in writing within the required time frames on the said alternative provision either Party shall be entitled to terminate this Agreement immediately. Should any obligation be unlawful, the said obligation shall be immediately suspended pending the application of this clause. For example, should the Services to the same standard and effect be rendered unlawful the obligation to provide same shall be suspended (save for Shop2Shop releasing any funds then due and payable to the Safe Customer) and so too shall the obligation to make payment of the Fees (no interest shall be claimable in this situation).
15.4 Termination of this Agreement will not relieve a Party of obligations imposed upon such Party by statute or regulation or by this Agreement prior to its termination.
15.5 Notwithstanding anything to the contrary contained herein, the Parties may, without liability to the other Party (save for rights which have already accrued), terminate this Agreement for convenience at any time on 2 months written notice to the other Party.

16. Cession and Assignment. We may cede and/or assign this agreement to any other person without your consent and upon written notice to You. However, You may not cede and/or assign this agreement without our prior consent, which will not be unreasonable withheld.

17. Personal Information. Each of us will need to process personal information (as that term is defined in the Protection of Personal Information Act, 2013 (POPI)) in connection with this agreement. In doing so, we must both abide by applicable data protection laws, including, but not limited to POPI. We must each take appropriate technical and organisational security measures to ensure that personal information supplied by the other party (Discloser’s Data) is protected against loss, destruction and damage, and against unauthorised access, use, modification, deletion, disclosure or other misuse. Each party warrants, represents and undertakes to and in favour of the other party that it will ensure that its technology, including all databases, systems, network and equipment on which the Discloser’s Data is processed is at all times of a standard no less than the standards which are in compliance with the best industry practice for the protection, control and use of the Discloser’s Data and conform to the disclosing party’s reasonable requirements. The parties must not furnish with any personal information belonging to a third party without the requisite authority to do so. The party that fails to comply with the provisions of this paragraph must, to the fullest extent permitted by law, indemnify the other party. By accepting these terms the Safe Customer consents to Shop2Shop processing the Safe Customer’s personal information for the purposes of Shop2Shop or our Safe Customers (brands, suppliers etc) or affiliate companies directly marketing goods or services to the Safe Customer via electronic communication. In each instance, the Safe Customer will have the opportunity to opt-out of receiving further direct marketing communication from Shop2Shop. The Safe Customer can withdraw consent by emailing [email protected].

18, Confidential Information and Intellectual Property. You will not disclose or use any of our confidential information, trade secrets or intellectual property, and if You have this in your possession, You will ensure that it is stored safely. You may not copy the Products. 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. The Safe Customer shall be entitled to use Shop2Shop’s logo, company and Product name(s), trademark or testimonial, as well as its respective Intellectual Property Rights, in any promotional material, communication or sales display (or otherwise), without the prior written consent of Shop2Shop, to the extent permitted in this Agreement. Shop2Shop shall be entitled to use the Safe Customer’s logo, company name, trademark or testimonial, as well as its respective Intellectual Property Rights, in any promotional material, communication or sales display (or otherwise), without the prior written consent of the Safe Customer. The Product remains the property of Shop2Shop.

19. Liability and Indemnity. Save for wilful misconduct and gross negligence, we cannot be held liable for any loss, damage, demands, claims, suits, liability, or injury, of whatsoever nature, and however arising (Loss) suffered by the Safe Customer, its members, directors, employees and/or any consumer in relation to this agreement or the Products. The Safe Customer will indemnify Shop2Shop, its agents, directors, members, employees, and officers, against any Loss the Safe Customer, any of its agents, directors, members, employees, or any consumer, may suffer or incur arising out of the Safe Customer’s appointment as our Safe Customer and/or the on-sale, supply, and delivery, of the Products by the Safe Customer.

20. General Provisions.
20.1 The parties will comply with all applicable laws, including data protection, marketing, anti-money laundering regulations, privacy and confidentiality laws This agreement is the whole agreement between the parties relating to the distribution by You of the Product/s. No amendments are binding unless they are in writing.
20.2 You confirm that You have read this agreement properly and that You understand all the terms and all your rights and obligations. You have signed this agreement willingly.
20.3 We are not bound by any warranties or representations, unless contained in this agreement.
20.4 The parties choose the physical and email addresses set out on the front page as their legal addresses for the purposes of sending notices to each other. The address may be changed on written notice. Any notice shall be in writing, provided that an electronic notification shall be regarded as being in writing, and shall be deemed to have been received on the 8th (eighth) day after the date of posting, if sent by prepaid registered post, or on the date of delivery or transmission if delivered by hand, transmitted by facsimile or by electronic transmission. Any notice by hand given by either party to the other during normal business hours shall be presumed, until the contrary is proved, to have been received at the time of delivery.
20.5 Should any dispute, disagreement or claim arise between the parties concerning any aspect of this Agreement the parties shall endeavour to resolve such dispute by negotiation. This shall entail either one of the parties inviting the other in writing to meet and to attempt to resolve the dispute within 14 (fourteen) days from date of written invitation. If the dispute has not been resolved by such negotiation within the 14 (fourteen) days, the dispute will be referred to arbitration in terms of the expedited rules of the Arbitration Foundation of the Republic of South Africa (“AFSA”). The arbitrator shall be appointed by AFSA and the unsuccessful party shall pay the costs of the arbitration. Both the Safe Customer and Shop2Shop shall keep the fact that a dispute has arisen, the record of the arbitration proceedings, as well as the arbitrator’s decision, confidential. Notwithstanding the above provisions, the parties retain the right to institute action in any court of law with jurisdiction to obtain urgent, interim relief.
20.6 The parties’ consent to the jurisdiction of the Magistrates’ Court.
20.7 This agreement may be signed in one or more counterparts.