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AFRICA ME – AFRICA US (PTY) LTD

INDEPENDENT RESELLER

GENERAL TERMS AND CONDITIONS

 

1. DEFINITIONS

1.1        The “Terms & Condition” mean the guiding principles to take into account when applying for consideration as a re-seller of Africa Me Africa Us products / services. The applicant has to read through these terms before submitting their application and ensure that they fully understand how the relationship may translate. The applicant may be a natural person or a fully registered company. If a natural person – they must be legal residents or citizens of the Republic of South Africa unless otherwise agreed with Africa Me Africa Us whilst observing applicable laws. All information completed should be true and accurate and at the discretion of Africa Me Africa Us proof of such information may be requested from time to time.

1.2.       “Documentation” means the written materials and specifications and “online” or electronic documentation regarding the goods or any component thereof provided by Africa Me – Africa Us (AfricaMe) to Reseller.

1.3      “End User” means an entity that purchases the Services from Reseller for the entity’s own internal use, and not for further resale or distribution to third parties.

1.4      “Purchase Order” means a purchase order in a form reasonably acceptable to Africa Me that is submitted by Reseller to Africa Me for the order of goods, which purchase order will be governed by the terms of this Agreement.

1.5      “Reseller” means the other party to the Agreement to be signed, which is authorized by Africa Me to order products directly from AfricaMe and resell the Services to End Users as defined by the relationship explored.

1.6      “Sale” or “Sell” or “Resell” or “Purchase” means the granting or receiving to access and use the Services as authorized by AfricaMe.

1.7      “Services / Products” means those products provided by AfricaMe to Reseller pursuant to a valid Order.

1.8        “Decline” AfricaMe reserves the right to decline application for reseller opportunity at its own discretion without giving any reasons beyond indication that the application was not successful

1.8        Other Terms mean Terms and conditions and policies of the business which are available on the official website of AfricaMe which should be shared with end-users at all times

2.     APPOINTMENT

2.1      Appointment. AfricaMe would appoint Reseller on the back of an application made and meeting the requirements, and Reseller accepts such appointment, as a non-exclusive reseller of the products. AfricaMe would authorise the Reseller to resell the product to End Users solely in accordance with the terms and conditions herein. Reseller is not authorized to, and will not, sell, market, promote or offer for sale the products to resellers, distributors, other service providers or other channel partners. Reseller is not authorized to, convey to End Users any right to re-sell the product to any third party.

2.2      Use of Services. Subject to the terms and conditions of this Agreement, AfricaMe grants to Reseller during the term of the Agreement a limited, national (possibly worldwide Ts &Cs), non-exclusive, non-transferable right to promote add sell AfricaMe products. Limited re-production and modification of marketing material subject to a written approval by AfricaMe would be permitted

2.3      Use of Reseller Portal. AfricaMe grants Reseller a nonexclusive, non-transferable, limited license during the term of this Agreement to access and use the reseller administrative portal provided by AfricaMe for the sole purpose of managing Services purchased by Reseller and provisioning those services to End Users.

2.4      Restrictions. The product / the service, including without limitation all copies of software made available in connection with the Services, is retained by AfricaMe. Reseller may not use the Service or any Confidential Information that it may acquire in connection with this Agreement to develop, have developed, assist in the development of, support, or invest in, directly or indirectly, any product which has, entirely or partially, the same functions as any of the Services or which would be in direct or indirect competition with any of the Services.

3.     RESELLER OBLIGATIONS

3.1      Limitations on Resale. Reseller agrees to resell the products only to End Users, and not to other resellers.

3.2      Qualifications. Reseller represents that it has the skills, knowledge, qualified personnel – special approval would have to be granted by AfricaMe), and sales facilities to market, promote, and sell the products in a professional and workmanlike manner.

3.3      End User Relationship. Reseller will manage the relationship with the End User.

3.4      Marketing Efforts. Reseller will use commercially reasonable efforts to endorse, market and promote the product to potential End Users. Reseller will not use, and will withdraw and retract, any of its own promotion or advertising materials regarding or relating to the product that AfricaMe, in its sole discretion, finds unsuitable, or that is in breach of the terms of the relationship. Neither party will make any press release or other public announcement concerning this Agreement without the prior written approval of the other party (unless a press release or public amendment is required by law or by regulations binding upon any of the parties of their affiliates, in which case the disclosing party agrees to give the non-disclosing party prior notice and an opportunity to comment on the proposed disclosure.

3.5      Legal Compliance and Export Prohibition. Reseller will comply with all applicable laws and regulations in performing under this Agreement, including without limitation those regarding exports as set forth in this paragraph. AfricaMe provides goods and uses software and technology that may be subject to the Republic of South Africa export control. All regulations and protocols as regulated within the Republic of South Africa have to be observed.

4.     TRADEMARKS

4.1      License to Use Marks. Reseller may indicate its relationship to AfricaMe as clearly as possible to all his clients and End-users. No Trademark may be edited or used outside the approved and the approval of the owner

5.     PURCHASE ORDERS, PRICING, AND PAYMENT

5.1    Purchase Orders. In the context of the relationship, the Purchase Order is a confirmed order which is    accompanied by a full payment of the goods ordered – with the money reflecting in the AfricaMe dedicated bank account

5.2      Prices for product. The prices of all the products of AfricaMe will always reflect on the platform. This is the total price payable per item. The prices will exclude courier and delivery services to either the reseller or the end-user. Prices may or may not include VAT, excise, export, withholding or similar taxes or fees, but that will be made clear on each item listed on the platform.

5.3      Payment Terms; The end-user will pay all amounts due to AfricaMe in accordance with the pro-invoice or cost schedule generated immediately as the items are identified and selected by the purchaser. No stock will be released until a payment in full reflects in the elected bank account of AfricaMe

6.     PAYMENTS TO RESELLERS

6.1   Resellers will attract commission per item sold and delivered to the end-user.

6.2   The commission differ per item and it shall always reflect on each time, which can only be seen by registered resellers

6.3   Terms of payment are to be clearly articulated in the formal agreement signed with approved applicants

7. TERM AND TERMINATION

7.1      Term. The Agreement between the re-seller and AfricaMe becomes effective upon meeting the requirements to be appointed as the re-seller and signing a formal documents that formalise the relationship. The process may include some level of vetting and criminal checks. Until the agreements are signed, the reseller status cannot be confirmed

7.2      Termination. Other than in the event of some breaching, the Agreement may be terminated at any time by both parties by submitting a written request to terminate. The exit process should allow 30 days after the other party’s receipt of written notice so as to reconcile any outstanding transactions and notify clients that may be linked to the reseller. In that duration the reseller cannot enter into business that could delay the exit.

 7.3    Effect of Termination. Reseller will no longer be authorized to resell or provision Services to End Users following the expiration or termination of the Agreement

8.  GENERAL PROVISIONS

8.1    Independent Reseller Relationship. It is expressly agreed that AfricaMe and Reseller are acting hereunder as independent contractors and under no circumstances will any employees of one party be deemed the employees of the other party for any purpose. Each party will bear responsibility for its own employees, including terms of employment, wages, hours, tax withholding, required insurance and daily direction and control. Any Agreement entered into, relating to this arrangement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of, or on behalf of, the other. Reseller agrees that it is not a partner, broker, employee or franchisee of AfricaMe. Any commitment made by Reseller to an End User with respect to delivery, price, modifications, interfacing capability or suitability of the Services; a warranty in excess of the standard Services warranty provided by AfricaMe; or suitability in specific applications will be Reseller’s sole and exclusive responsibility and liability. No terms of any agreement entered into between Reseller and any End User will be binding on AfricaMe unless agreed to by AfricaMe in an instrument exactly specifying such terms and conditions and signed by an authorised manager of AfricaMe.

8.2    Governing Law, Venue, and Arbitration. All Agreements entered into with the Reseller will be governed by and construed in accordance with the laws of the Republic of South Africa. All disputes arising out of or relating to this Agreement will be finally settled by arbitration conducted in the Johannesburg North Court under applicable laws and rules of commercial arbitration of the Republic. The parties will bear equally the costs of the arbitration (exclusive of legal fees and expenses of the parties, all of which each party will bear separately). The arbitration will be conducted by arbitrators selected in accordance with the Rules. All decisions of the arbitrators will be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, in the event of breach by a party of its obligations hereunder, the non-breaching party may seek injunctive or other equitable relief in any court of competent jurisdiction.

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