SELLER SERVICE LEVEL AGREEMENT (SLA)

SCOPE

This service level agreement (“Agreement”) is made and entered into by and between the Seller of bulk personal protective equipment (PPE), services and related products (“Seller”) and the E-commerce marketplace platform (“RealPPE” or “RealPPE marketplace” or “RealPPE website” or “RealPPE site” or “marketplace” or “we,” or “us” or “our”).

RealPPE Marketplace is engaged in marketing, selling, and distribution of bulk personal protective equipment (PPE), services and related products on its customized e-commerce platform on the internet.

Seller desires that RealPPE Marketplace markets, promotes, sells and distributes Seller’s bulk personal protective products from and via a custom-designed website and through which persons having access to the site will be able to order the Seller’s products.

RealPPE owns and operates this platform in South Africa that allows vendors to sell Personal Protective Equipment (PPE) products to the public over the internet. This platform is currently provided on the website www.realppe.co.za. 

The seller will have the opportunity to sell their products on the RealPPE platform. The service provided by RealPPE is limited to referring buyers to the sellers and accepting payments on the seller’s behalf, and thereafter pass on the seller’s portion after deducting the agreed RealPPE commission. In addition to this and at our discretion we may provide the seller with analytics about the performance of their products and additional marketing support. We may carry out changes to the website or service, or suspend the service, without notice.

You recognize and concur that by enlisting in the RealPPE Marketplace, you, as a Seller, explicitly consent to be limited by the terms and conditions, as may be amended and/or altered by RealPPE Marketplace from time to time at its sole discretion. Any revisions to this Agreement will be binding and official on the Seller as soon as they are published on the Seller Portal or the RealPPE Site (as appropriate). This Agreement contains the terms and conditions that administer the Seller’s admittance to, and utilization of, the RealPPE Marketplace and is an agreement between the Seller and RealPPE Marketplace.

1. DEFINITIONS

  1. Unless provided otherwise, the words and expressions set out beneath shall bear the accompanying meanings and related expressions shall bear corresponding meanings:
  2. “Affiliate” means an individual or business that promotes products that are listed on the RealPPE Site. When a buyer procures goods through the affiliate link, the affiliate gets a commission which is deducted from the agreed RealPPE commission.
  3. “Claim” or “Claims” shall mean any foreseeable or unforeseeable and affirmed or real actions, causes of action (regardless of whether in misdeed, agreement or strict obligation, and whether in law, value, statutory or otherwise), claims, demands, lawsuits, lawful proceedings, administrative or different proceedings or suit.
  4. “Confidential Information” means all information imparted by a disclosing Party that should reasonably be considered confidential the situation being what it is, notwithstanding whether it was recognized as such at the hour of disclosure, including, without limitation:
    1. the terms of this Agreement (including all Annexures and policies referred to thus or appended hereto); all trade secrets;
    2. existing or examined services, designs, innovation, processes, specialized data, building, techniques, methodologies and concepts and any information related thereto;
    3. “Transaction Information”, all Payment Card Data and all Tax Codes of RealPPE Marketplace.
  5. “Content” shall mean all information, substances and images, including without limitation, the item information, (i) given or made accessible by Seller or its associates to RealPPE Marketplace or its Associates or Service Providers for use regarding the RealPPE Marketplace and (ii) otherwise made accessible by Seller or its affiliates to buyers on the RealPPE Site (e.g., through Seller’s hosting of such information, substance or images);
  6. “Buyer” means a customer purchasing products through the RealPPE Site;
  7. “Effective Date” means the date of acknowledgment of this Agreement;
  8. “Intellectual Property Right” means any patent, copyright, trademark, service mark, trade dress (including any restrictive “look and feel”), trade name, logo, moral right, trade secret and some other intellectual property right arising under any Law and all subordinate and related rights, including all rights of registration and restoration and causes of action for violation, misappropriation or encroachment of any of the aforementioned;
  9. “Law” shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other prerequisite, presently or henceforth essentially, of any legislative authority of skillful jurisdiction, including without limitation the Consumer Protection Act 68 of 2008 as amended, Electronic Communications and Transactions (ECT) Act 25 of 2002 as amended, and significant South African National Regulator of Compulsory Specifications requirements and any laws applicable to the products sold on the RealPPE site;
  10. “Losses” shall mean any damages (including, without limitation, immediate, consequential, monetary, model, future, coincidental, roundabout, noneconomic, past, special and reformatory), sanctions, settlement payments, disbursements, judgments, risk, losses (including lost pay or profit), costs or expenses of any nature whatsoever, regardless of whether collected, absolute, unforeseen or otherwise, including, without limitation, attorneys’ fees and costs (regardless of whether suit is brought);
  11. “RealPPE” means RealPPE Marketplace, a subsidiary of History Makers Business Consulting (Pty) Ltd, registration number (2014/116905/07), a privately owned business properly registered as per the Laws of South Africa,
  12. “RealPPE Refund and Return Policy” means RealPPE’s then current Refund and Return strategy which sets out RealPPE’s standard buyer satisfaction and returns strategy which is accessible on the RealPPE Site, and as might be updated and altered occasionally at the sole discretion of RealPPE.
  13. “RealPPE Site” means www.realppe.co.za and pertinent applications;
  14. “RealPPE Marketplace Policy” means the RealPPE Marketplace’s security strategy that governs Seller’s use of Buyer information acquired regarding the RealPPE Marketplace, and as might be published on the RealPPE Site and additionally Seller Portal every once in a while;
  15. “On-Time Shipping Standard” means the time specified for each order to be processed and conveyed;
  16. “Orders” means orders put by a buyer through the RealPPE Site for the purchase of products;
  17. “Party” or “Parties” means, separately, RealPPE Marketplace or the Seller as the setting requires and, together, RealPPE Marketplace or the Seller;
  18. “Payment Card” shall mean a charge or credit type card used for monetary transactions;
  19. “Payment Card Data” means any information situated on a Payment Card, such as, yet not restricted to, charge or Mastercard number, expiry date, cardholder name, or cardholder address;
  20. “PII” means any information that can be used to distinguish an individual as well as information that constitutes personal identifiable or recognizable information
  21. “Products” means the products that the Seller desires to sell on the RealPPE Site, and endorsed by RealPPE Marketplace, and as listed in the Seller Portal;
  22. “Item Information” means the product information that RealPPE Marketplace requires;
  23. “Public Promotions” means any open promotions by and large accessible to all users of the RealPPE Site;
  24. “Referral Fee” means the commission that RealPPE will hold from every sale of the Seller’s Products made through the RealPPE Site; this fee is also referred to as a success fee
  25. “Sales Proceeds” means the gross sales proceeds from the sale of the Products, including VAT and barring shipping;
  26. “Seller” means vendors, distributors, wholesalers, retailers and some other fused company needing to sell endorsed item through the RealPPE site, and who have registered on the Seller Portal and have consented to the terms of this Agreement;
  27. “Seller Buyer Information” shall mean buyer information in Seller’s possession that was not gotten from RealPPE Marketplace as Transaction Information or in some other way and was not acquired or gotten by Seller through this Agreement or Seller’s rights and obligations under this Agreement;
  28. “Seller Portal” shall mean the online instrument or other web services or interfaces, given by RealPPE Marketplace and additionally RealPPE as well as a Service Provider that Seller can use to deal with its settings, Content and other information identified with the RealPPE Marketplace Platform, and including all associated item listing requirements;
  29. “Seller Marks” means Seller’s name, trademarks, service marks and logos;
  30. “Seller Share” shall mean the Sale Proceeds gathered from the sale of the Sellers Products less the Referral Fee earned by RealPPE Marketplace for such Products;
  31. “Seller Site” means any website, other than the RealPPE Site, where a seller displays any information identified with the Seller or its products;
  32. “Service Provider” means an outsider that provides the broad software and services for the RealPPE Marketplace Platform;
  33. “Service Level Agreement” means the service level agreement or SLA, that Sellers will be needed to cling to so as to offer the necessary assistance levels to and for RealPPE;
  34. “Transaction Information” means the Buyer’s Order information, including however not restricted to the Buyer’s name, email address, shipping address.

2. INTERPRETATION

  1. No provision will be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being esteemed to have organized or drafted such provision. The standard of interpretation that an agreement will be interpreted against the Party liable for the drafting and any comparable rules of interpretation will not matter to this Agreement and the Parties defer any rights they need to depend on such rules.
  2. Terms other than those herein will be given their plain English significance, and those terms, abbreviations, and expressions known in the information and communication technology will be interpreted as per their by and large acknowledged implications.
  3. In case of conflict between the provisions of this Agreement and any Annexures attached hereto, the provisions of the Annexures shall prevail.
  4. When any number of days is prescribed in this Agreement, it shall be reckoned to mean ordinary business days excluding weekends and public holidays, and in that calculation shall exclude the first day and to include the last day. However, where calendar days are expressly mentioned they shall mean ordinary days including weekends and public holidays.
  5. Any reference in this Agreement to legislation or subordinate legislation is to such legislation or subordinate legislation at the date of signature hereof and as amended and/or re-enacted from time to time.
  6. Words importing the singular shall include the plural, and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing natural persons shall include legal persons, and vice versa.

3. OPERATING PROCEDURE FOR USING REALPPE BY SELLER/ VENDOR

  1. Seller can use the RealPPE website by accessing the same through any internet connected device which supports the same access.
  2. Seller has to register with website using an email or mobile number. One time password (OTP) shall be sent to the mobile number for validation of mobile number or email address.
  3. Seller will have to provide all mandatory information necessary for registration in the website. Only once the registration is authenticated will the seller be allowed to use the platform.
  4. RealPPE marketplace reserves the right to disallow the registration of a seller if it is not satisfied with the information provided by the seller or discovers discrepancies in the seller information at any time during this Agreement without giving any reason whatsoever.
  5. RealPPE marketplace reserves the right to set a minimum order size (i.e. minimum Rand value of each order) that can be processed on the website in order to accord with the objective of marketing, selling, and distribution of bulk personal protective equipment (PPE) on the website.
  6. Once seller registers with REALPPE, the seller will be liable to pay the referral fees due to REALPPE for all goods sold through the marketplace, unless the seller is subscribed to a limited offer scheme that may be available from time to time which may provide for use of REALPPE Site without incurring referral fees or with reduced referral fees.
  7. Referral Fees due to REALPPE will be deducted by the marketplace from the sales proceeds achieved through the RealPPE site before the remaining net balance is transferred to the seller.
  8. Transaction fees for keeping the sales proceeds in safe custody on behalf of the seller (ie. escrow service) will be borne by the marketplace
  9. Shipping fees for delivery of sold products (ie. courier service) will be borne by the buyer. Shipping fees for the return of products will be borne by either the buyer or seller, depending on the cause of the return.

4. REGISTRATION FEES

  1. There are no registration fees for participating as a seller on the RealPPE Marketplace, however the marketplace reserves the right to review, alter and update this from time to time at the sole discretion of RealPPE.

5. THIRD PARTY SERVICE PROVIDERS

  1. Seller acknowledges and agrees that:
  2. RealPPE may contract Service Providers (e.g. Tradesafe and uAfrica) to provide management software and services for the RealPPE Marketplace Platform; and
  3. the Seller acknowledges that there may be fees charged by different Service Providers to the seller for using the RealPPE Marketplace to sell its products.
  4. Seller may provide content to RealPPE Marketplace using the software and/or services of a Service Provider.

6. REPRESENTATIONS

Each party represents and warrants that:

  1. If it is a business, it is duly organized, validly existing and in good standing under the Laws of South Africa. In the event the party is the seller, the products registered on the marketplace are warehoused within the borders of South Africa.
  2. It has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement.
  3. Any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete.
  4. It will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

7. LICENSE OF SELLER’S CONTENT

License for Content
  1. Seller therefore grants RealPPE Marketplace, its Affiliates, and marketing partners, a non-exclusive, sovereignty free, ceaseless, permanent right and license to publish, use, duplicate, distribute, transmit, display, change, make subordinate works of and otherwise industrially use all Content (barring the Seller Marks) regarding the sale of products through the RealPPE Site and for the listing, advertising, marketing and advancement of such products or the RealPPE Marketplace Platform, including without limitation, through the RealPPE Site, outsider websites, email, social media or some other medium.
  2. Seller agrees that RealPPE Marketplace may permit users of the RealPPE Site to share and post Content on their own social news sources.

8. PRODUCT INFORMATION AND OTHER CONTENT

Information about Products
Seller will use the Seller Portal to list all the necessary Content, which is not limited to: product list, product pricing (inclusive of VAT), product descriptions, quantities, images, dimensions, weight of each product, and any other related info as may be requested. The Seller shall cling to the base requirements as set out on Marketplace Seller Portal. Moreover, the Seller will:
  1. use industrially reasonable efforts to ensure the Seller Portal always has a precise blunder free accessible stock tally per product listed on the Seller Portal.
  2. consistently update the Seller Portal with a blunder free updated stock feed for just those Products where stock levels have changed since the last stock feed accommodated such Product;
  3. provide RealPPE Marketplace through the Seller Portal, with an everyday stock feed for all Products;
  4. provide to RealPPE Marketplace all Content requested by RealPPE Marketplace, including without limitation, the Product information as set forward in the Seller Portal;
  5. only provide Content for Products that fit into the categories or parameters as set forward in the Seller Portal.
  6. The Seller will be considered solely responsible for the exactness of its Pricing, accessible Inventory and all Content for Products and will be obliged to honour any order set by a Buyer through the RealPPE Marketplace as a result of the Content given.
  7. RealPPE Marketplace will make commercially reasonable efforts to post updated Content provided by Seller on a daily basis through its standard transmission process; provided that Seller acknowledges that RealPPE Marketplace may impose freezes on Content updates from time to time in connection with releases on the RealPPE Site.
Barred Products
  1. The Seller may be restricted from selling certain Products on the RealPPE Marketplace because of supplier brand restrictions or if Seller is not an approved reseller for any Product. Seller will exclude such Products from the range of products it provides RealPPE Marketplace. If Seller removes a Product from the RealPPE Site because of brand restrictions or because Seller is not an approved reseller it will speedily advise RealPPE Marketplace in writing. Upon RealPPE Marketplace’s request, Seller will give RealPPE Marketplace a list of all Products excluded from the RealPPE Marketplace Platform (and provide an explanation why such Product is being excluded).

9. PRODUCT AUTHENTICITY AND SAFETY

Authenticity/Authorization
  1. Seller will get all Products sold through the RealPPE Marketplace Platform legitimately from the brand proprietor or from an approved supplier of the brand proprietor, and Seller must be an approved reseller of the Products. Seller will keep up sufficient processes and procedures for directing perseverance to ensure that Products are bona fide, approved available to be purchased, and not stolen, fake, illicit or misbranded.
  2. Upon RealPPE Marketplace’s request, Seller will expeditiously give RealPPE Marketplace:
    1. Certificates of authenticity (or similar documentation) for Products; and
    2. Documentation (for example email verifications from the brand proprietor or supplier) showing that Seller is permitted to sell specific brands or Products through the RealPPE Marketplace Site and within the Republic of South Africa.
  3. Seller will comply with, and ensure that all Products comply with, all product safety, testing and certification requirements under applicable Law, and all other Law.

10. FEES AND PAYMENTS (Referral Fees)

  1. RealPPE Marketplace will acquire a Referral Fee equivalent to a portion of Sales Proceeds from every sale of Seller’s Products sold through the RealPPE Marketplace Site which is equivalent to (15% + VAT Commission, also referred to as a success fee). The Referral Fee Percentages for Seller’s Products are specific to each RealPPE class and are listed in the Seller Portal. The Referral Fee Percentages are subject to change from time to time and such changes shall be communicated to the seller timeously, and shall be effective as soon as the changes are effected on the marketplace.
  2. An Order is deemed finished just a single time, when:
    1. The Product has been delivered with a proof of delivery confirmed by the buyer; and
    2. The returns or potential retraction period of seven (7) calendar days after date of delivery as stipulated in the RealPPE Return and Refund Policy has expired (“Deemed Completion”).
  3. RealPPE Marketplace will make payment of the Seller’s share of the sales proceeds that meet the Deemed Completion standards on two set days of every month, namely the fifteenth (15th) and thirtieth (30th) of every month. At the point when these dates don’t fall on business days, payment will be made on the following business day after such a date.
  4. For lucidity, Orders that meet the Deemed Completion measures prior to the fourteenth of a month will be paid on the last day of that month. Orders that meet the Deemed Completion rules after the fifteenth of a month (however before the last day of that month) will be paid at the very latest the fifteenth day of the next month.
  5. At RealPPE Marketplace’s discretion, all payments to Seller’s account will be made by means of electronic funds transfer or similar method. In the event In the event that RealPPE Marketplace concludes that Seller’s actions or other circumstances may result in buyer disputes, chargebacks or other potential claims, at that point RealPPE Marketplace may, in its sole discretion, delay starting any remittances and retain any payments to be made or that are otherwise because of Seller under this Agreement for the shorter of:
    1. a time of ninety (90) calendar days following the underlying date of suspension; or
    2. completion of any investigation(s) in regard to Seller’s actions and additionally execution regarding this Agreement.
  6. The Seller expressly acknowledges and accepts that payment of the Seller’s Share of the sales proceeds by RealPPE Marketplace shall consistently be subject to RealPPE Marketplace having received the corresponding Sales Proceeds from the buyer (via Tradesafe). RealPPE Marketplace shall have no liability to the Seller, and the Seller shall have no claim against RealPPE Marketplace, for any non-performance / failure by RealPPE Marketplace to make payment of the Seller Share in circumstances where the RealPPE Marketplace has not received the corresponding Sales Proceeds from the buyer (via Tradesafe).

11. PURCHASE/ORDER PROCESSING, FULFILLMENT AND SHIPPING

Order Status Update
  1. Buyers purchasing Products through the RealPPE Site will put Orders using the RealPPE Marketplace Site checkout and payment passage. RealPPE will gather all proceeds from such transactions. RealPPE Marketplace will make accessible on the Seller Portal all the Transaction Information that RealPPE has processed.
  2. Sellers need to deal with all Orders through the Seller Portal. The Seller Portal requires sellers to update the Order status for the term of the Order and delivery process.
  3. Sellers will only get Orders that have been settled completely via RealPPE Marketplace’s payment platform.
  4. The Seller is required to confirm that they are aware of and have received an Order (“Confirmation of receipt of order”). This confirmation shall be by way of e-mail or any other format as may be required by RealPPE marketplace. All orders received before 12h00 to be confirmed at/about 12h00 on the same day. All orders received after 12h00 to be confirmed at/about 12h00 on the following business day.
  5. Once the order has been confirmed by 12h00, the Seller is required to prepare the order on the same day and confirm that they have prepared the Order and the Order is ready for collection (“Confirmation of order readiness”). This confirmation shall be done at/about 16h00 on the same day and shall also be by way of e-mail or any other format as may be required by RealPPE marketplace.
  6. On the next business day after receiving the “confirmation of order readiness”, the courier company will then come to the Seller premises/collection point any time from 08h00 onwards to collect the order.
  7. The Seller is required to take pictures (i.e. photometric evidence) of the products once they are loaded in the courier vehicle, and keep those photos in their records, in order to expedite the speedy resolution of queries, disputes and/or claims emanating from that order.
  8. Once the order has been collected from the Seller’s premises/collection point the Seller is required to confirm that the order has been collected by the courier (“Confirmation of collected order”), by way of e-mail or any other format as may be required by RealPPE marketplace within one (1) hour of collection.
  9. Risk of Fraud, Loss, and Cancellation: RealPPE Marketplace and its Service Providers will not bear the risk of fraud committed on any Order.
  10. The Seller shall bear the full risk in and to any legitimate undoing of an Order by a Buyer, and expressly acknowledges that Buyers may have extra rights against the Seller as a result of the terms and conditions contained on the RealPPE Marketplace Site.
Fulfillment of Orders
  1. Once RealPPE Marketplace has transmitted an Order to Seller, Seller will, at its own expense, be solely responsible for, and bear all liability for, processing and refreshing all important statuses on the Seller Portal, including the exact picking and packing of every order, including without limitation, any specially appointed buyer service requests from RealPPE Marketplace.
  2. In the event that Seller can’t satisfy any of the line items in the seller’s order, at that point the Seller will (before confirming the order) request RealPPE marketplace, by way of e-mail or any other format as may be required by RealPPE marketplace, to amend the order to exclude the items that cannot be fulfilled by Seller. This shall be done within one (1) hour of receiving the Order. In such events, the Seller authorizes RealPPE marketplace to pass on to the Buyer a discount and/or credit (whichever is practicable) which shall be equivalent to 5% of the total value of only the items that cannot be fulfilled from the new amended order. For example:
    1. Suppose the original order has 10 items, and the total value of the order is R10000.
    2. If only one (1) item valued at R1000 can’t be fulfilled, then the applicable discount/credit shall be based solely on the R1000 that cannot be fulfilled.
    3. Therefore, the applicable discount/credit on the amended order is 5% of R1000, which equals R50.
    4. Therefore, the amended order shall show a new order value of R9000 less discount/credit of R50, resulting in final order value of R8950.
    5. Therefore, the value of the refund back to the Buyer’s bank account shall be R1050. (Remember, Buyer has already paid the full R10000 at checkout, hence the refund shall be paid back to Buyer’s bank account)
  3. In the event that Seller can’t satisfy the entire order, at that point the Seller will (before confirming the order) request RealPPE marketplace, by way of e-mail or any other format as may be required by RealPPE marketplace, to cancel the entire order. This shall be done within one (1) hour of receiving the Order. In such events, the Seller authorizes RealPPE marketplace to pass on to the Buyer a redeemable coupon /voucher (whichever is practicable) which shall be equivalent to 5% of the total value of the order that has been cancelled. Such a coupon/voucher shall be redeemable for new items bought from the same Seller anytime within ninety (90) calendar days from the date of cancellation. Such a coupon/voucher shall be redeemable for new
    items bought from the same Seller anytime within ninety (90) calendar days from
    the date of cancellation
  4. In the event the Seller runs sales promotions involving the bundling of two or more products as part of Seller’s sales strategy, every bundled product shall comprise only of products sold by Seller on the website which shall be retained in their original packaging.
  5. Timing of Order transmission:
    1. The RealPPE Marketplace Site will acknowledge various distinctive payment methods from Buyers. The Seller acknowledges that not all payment methods are processed by the important trader bank around the same time in which they were received, and as such the Seller may only receive warning of an Order after the date of the Order.
    2. The Seller accepts that it shall be obliged to respect all Orders based on the price accessible on the Seller Portal as of the date of Order, notwithstanding that the Seller may have just been informed of the Order after the true date of Order.
    3. RealPPE will use all reasonable and economically suitable means to attempt to minimize such delays.
  6. Shipping Method (see uAfrica website for additional information): 
    1. RealPPE undertakes to finish the shipping leg of an Order on behalf of the Seller. RealPPE will utilize affirmed couriers to gather and distribute all Seller Orders.
    2. Seller is required to use the “shipping” procedures prescribed in the Seller Portal and complete the picking, packing, and waybill creation functions all together for the “Prepared for Collection” status to be accomplished.
    3. Sellers are required to make accessible all facilities as are necessary for RealPPE endorsed couriers to collect packed Orders from a single Seller warehouse or collection point. The Seller accepts that it shall be obligated for any delays as well as Losses that might be suffered by RealPPE Marketplace as a result of the Seller’s non-performance or non-compliance to these requirements.
    4. For lucidity, RealPPE’s obligations in terms of clause 8.15 shall include the collection of any returns of undesirable or unacceptable Products, which costs shall be passed on to the Seller or Buyer depending on the circumstances of each case.
  7. Shipping Terms: 
    1. Seller will prepare every order within the timelines stipulated in clause 11.5 after receipt of the order from RealPPE Marketplace. In the event that Seller can’t meet the timelines for any order, it will furnish RealPPE Marketplace with notification of such delays, by way of e-mail or any other format as may be required by RealPPE marketplace, by 16h00 of the day preceding the day of collection of the order.
    2. Seller will be completely at risk for any fines, costs or expenses acquired by RealPPE Marketplace or by an outsider resulting from any inability to satisfy the On-Time Ship Standard for any Product. The Seller will reimburse and hold harmless RealPPE Marketplace and its Affiliates and their officers, directors, employees and agents for any losses, liabilities, fines, costs or expenses (remembering costs for an attorney and own buyer basis) resulting from such non-performance. Seller will be solely responsible for all costs incurred by RealPPE as a result of the non-performance.
    3. RealPPE Marketplace will furnish Seller with information on the status of Orders through the Seller Portal or any other platform as may be determined by RealPPE Marketplace. Seller will be solely responsible for monitoring and responding to such information. Within one (1) hour of receipt of the information, the Seller shall furnish RealPPE Marketplace with a notification of any discrepancies in the information provided in the Order. Seller is solely responsible for observing and responding to information given by RealPPE Marketplace pursuant to this Agreement.

12. CANCELLATIONS, RETURNS AND REFUNDS

Responsibilities
  1. RealPPE Marketplace shall process all Buyer requests for cancellations, returns, refunds and additionally buyer service value adjustments. Seller will stop and additionally drop any Order whenever requested by RealPPE Marketplace; given that if Seller has transferred Products to a dispatch, Seller will promptly inform RealPPE Marketplace and use commercially reasonable efforts to stop or potentially drop the delivery.
  2. The Seller expressly acknowledges and agrees that it shall consistently be limited by, and agrees to stick to, the terms and conditions of the RealPPE refund and return strategy as might be updated and changed from time to time at the sole discretion of RealPPE.
  3. The Seller expressly acknowledges to be bound by relevant provisions the Consumer Protection Act of 2008 as amended and the Electronic Communications and Transaction Act of 2002 as amended and any other applicable law when handling cancellations, exchanges, refunds and returns emanating from transactions concluded through RealPPE Marketplace.
  4. The Seller acknowledges that in terms of the Electronic Communications and Transaction Act of 2002 as amended, the Buyer may cancel without reason and without a penalty any transaction within seven (7) calendar days after the date of receipt of goods, with the Buyer being liable only for the direct cost of returning the goods back to the Seller.
Refunds and Returns
  1. RealPPE Marketplace retains the option to acknowledge or dismiss all discount, return, and exchange requests by Buyers. RealPPE Marketplace will process all refunds, returns, and exchanges promptly upon affirmation from the Seller, which affirmation shall be given by the Seller inside one (1) business day from receipt of a request from RealPPE Marketplace, prompting which the Seller will be regarded to have given its affirmation.
  2. Refunds, returns, and exchanges will be resolved through the RealPPE Refund and Return Policy. Seller will be responsible for all exchanges and replacements, where appropriate.
  3. A Buyer may return or drop any Order for a Product sold through the RealPPE Marketplace, and as per the RealPPE Refund and Return Policy. The Seller is required to acknowledge any return or cancellation that meets the return strategy as stipulated in the RealPPE Refund and Return Policy or on the RealPPE Site. The Seller will use all reasonable and commercially suitable means to try to minimize such returns and cancellations.
  4. Seller or Buyer, depending on the circumstances of each case, will be responsible for all relevant reverse logistics costs acquired in ensuring that the Product is gathered from the Buyer and returned back to the Seller.
  5. In the event of a product return, the Buyer may, amongst others, be requested to take pictures (i.e. photometric evidence) of the products to be returned and send those photos to RealPPE. The Buyer may return Products sold by the Seller by gathering the Products at the same address they were delivered.
  6. Where returned Products are collected from the Buyer, RealPPE will have three (3) business days to arrange a courier to collect the Products and afterward deliver them at the Seller.
  7. Once the Products are returned to the Seller, the Seller is required to assess Products that are returned for resolution inside two (2) business days after their delivery from the Buyer.
  8. A definitive decision on whether to discount a Buyer will always lie with RealPPE Marketplace.
  9. Sellers are required to honor all statutory warranty claims made inside six (6) months of date of receipt of goods by the Buyer in line with the requirements of the Consumer Protection Act of 2008 as amended, and/or inside the warranty time frame given by the appropriate Original Equipment Manufacturer as appended to the Product.
  10. Product Warranty: The Seller warrants, in respect of each Product to be listed on the Website, that:
    1. such Product, its packaging, the Product Information and other related content provided by the Seller, complies with all applicable laws from time to time including those relating to the manufacture, advertising, sale, distribution, importation and labeling of the Product
    2. such Product is not counterfeit, does not contain or bear any false or misleading advertisements or claims that are prohibited under any applicable law
    3. such Product shall be of the nature, quality, quantity, substance, description and degree reflected in any Product Information provided by the Seller, and shall be new and not used or refurbished
    4. such Product shall be free of any defects, fit for the purpose for which it is sold, of appropriate standard and quality
    5. such Product shall (if applicable) not expire within 3 months after delivery to the Buyer.
  1. Loss: The Seller hereby indemnifies RealPPE and its Affiliates against any Loss suffered or incurred by any of them, arising from or in relation to a breach by the Seller of any of the warranties contained in clause 12.13 Further, the Seller acknowledges that it shall be liable for any Loss (for the avoidance of doubt, which includes damage to property, injury, illness or death of any person, and economic loss that results from any of the aforesaid) suffered or incurred by a Buyer, arising from or in relation to a breach by the Seller of any of the warranties contained in clause 12.13
  2. Quality Control: The Seller shall at all times be familiar with and comply with all applicable laws relating to the types of Products that they list on the Marketplace, and they shall ensure that they operate suitable quality control procedures in relation to such Products. The Seller shall promptly provide RealPPE with product certification (where applicable) on demand. Where the Seller is in breach of any of its obligations (under this Agreement or otherwise) owed to a Buyer or owed to RealPPE which directly affect a Buyer in relation to a Product, RealPPE is entitled in its reasonable discretion to compensate the Buyer and to deduct the Purchase Price of the relevant Product from the Seller’s Account.
  3. Return Policy: The Return Policy shall apply to all Products sold via the RealPPE Marketplace, published on the Website, and is incorporated by reference into this Agreement. RealPPE may, in its sole discretion, change the Return Policy at any time in accordance with clause 12.2. The applicable Return Policy will be that published at the time that the relevant order is placed by a Buyer.
  4. Customer Returns:
    1. RealPPE shall facilitate and shall have the sole discretion regarding all Customer service issues relating to packaging, delivery, Customer returns, refunds and repairs relating to any Products. However, we may instruct the Seller or the Customer to liaise with each other directly in relation to a Product complaint or query.
    2. RealPPE shall decide in its sole discretion, upon the basis of the Return Policy, if a Product is returnable and what remedies (if any) are available to the Customer in the circumstances. The Seller shall comply with the Return Policy and any decision made by RealPPE regarding its application, and RealPPE shall not be liable to the Seller for any Loss arising out of RealPPE’s application of the Returns Policy, save as set out in the clauses below.
    3. Where RealPPE determine in its sole discretion that the basis for such return was not caused by RealPPE (for example where the Customer changed his/her mind or where the Product was defective), the Seller shall bear the costs associated with the return and with providing a repair, replacement or refund to the relevant Customer.
  5. Other Returns and Disposals 
    1. Recalls: The Seller is responsible for any public or private recall of any of the Products. The Seller shall notify RealPPE promptly as soon as the Seller has knowledge of any illegality, defects or safety hazards associated with any Products and/or facts justifying any public or private recalls of Products. The Seller shall cooperate with and assist RealPPE in connection with any recalls of the Products, and the Seller shall be responsible for all costs and expenses incurred by RealPPE in connection with any recall or threatened recall of any of the Products.
    2. Seller is solely responsible for any non-similarity or deformity in, or any open or private review of Seller’s Products. RealPPE Marketplace will have no responsibility or liability for any recalls of Products sold through the RealPPE Site. In the event that Products are subject to a review/recall, Seller is responsible for all matters, costs and expenses associated with such included, without limitation, notices and refunds to Buyers, contact and revealing of the review/recall to any legislative office having jurisdiction over the affected Products, and consistent with all appropriate Law with respect to such review/recall. Seller will speedily eliminate any reviewed/recalled Products from the RealPPE Site by unpublishing or resigning the Product through the Seller Portal. Seller will advise RealPPE Marketplace by email at sales@realppe.co.za of all Product recalls inside 24 hours of being aware of the review/recall. Seller will instantly give RealPPE Marketplace all information reasonably requested regarding the review/recall of any Product.

13. PARITY WITH SELLER SALES CHANNELS PARITY

PARITY
Seller will keep up equality between the Products it offers through the Seller Site and the same Products offered on the RealPPE Marketplace Site by ensuring that consistently:
  1. The selling price and other terms of offer and additionally sale of the Products (including associated shipping and taking care of charges and options, any “low value” assurance or discount, any free or discounted products or other advantage accessible as a result of purchasing at least one different products, and terms of relevant return and discount policies is at any rate as great for users of the RealPPE Marketplace as the terms whereupon that Product is offered as well as sold by means of the Seller Site;
  2. Buyer service for the Products is in any event as responsive and accessible and offers at any rate the same level of support as the buyer service offered regarding the Seller Site; and
  3. The Content given by Seller to RealPPE Marketplace for the purpose of RealPPE:
    1. is of least the same level of value as the highest quality information displayed or used on the Seller Site; and
    2. provides users of the RealPPE Marketplace with as much product information, images and other substance as the information provided on the Seller Site.
  4. In the event that Seller becomes aware of any non-compliance with 13.1 above, Seller will immediately advise RealPPE Marketplace and compensate adversely affected Buyers by effecting refunds to such Buyers.
Special Offers and Promotions:
  1. Seller will advise RealPPE Marketplace by email at sales@realppe.co.za (or through the Seller Portal or any platform approved by RealPPE marketplace) of every special offer and promotions (i.e. where Seller discounts products or items by a specific sum for a specific timeframe) offered on the Seller Site. Seller will make special offers and promotions accessible to RealPPE Buyers through the RealPPE Marketplace Platform, and will use commercially reasonable efforts to permit RealPPE Marketplace to support any such special offer or advancement through the Seller Portal. In the event that Seller makes any Public Promotions for the most part accessible to all users of the Seller Site and RealPPE Marketplace can’t support such Public Promotion, at that point Seller will give a proportionate offer or advancement to RealPPE Marketplace Buyers to the degree possible. For instance, if Seller lists an advancement code on the Seller Site that can be used by any buyer for 10% off specific Products or all Products sold on the Seller Site and RealPPE Marketplace can’t support the advancement code, Seller will decrease the cost of such Product or all Products, as relevant, through the Seller Portal by 10% for the span of the special offer or advancement on the Seller Site. Seller will work in accordance with some basic honesty with RealPPE Marketplace to boost the quantity of Seller offers and promotions (including proportionate offers and promotions) made accessible to RealPPE Marketplace Buyers.
  2. RealPPE Marketplace may choose, in its sole discretion, not to permit certain special offers or promotions offered by Seller on the RealPPE Site (e.g. where RealPPE Marketplace can’t support the special offer or advancement) and may request that Seller sift through any such special offers or promotions. Notwithstanding the above, RealPPE may choose to participate in the special offers or promotions offered by the Seller at any time during the term of this Agreement.

14. CONTACT WITH BUYERS AND BUYER SERVICE ESCALATION

Buyer Service

  1. RealPPE will be responsible for giving enquiry support to Buyers;
  2. Seller will always represent itself as a separate element from RealPPE Marketplace while giving buyer service to its Products sold through the RealPPE Marketplace.
  3. For lucidity, the Seller shall not be qualified to contact the Buyer legitimately under any circumstances without having first acquired RealPPE Marketplace’s consent.
  4. Neither one of the parties will disparage the other party or its affiliates or its or their products or services when performing obligations under this
  5. Attempts to redirect transactions or buyers: Any attempt to redirect the established RealPPE sales process or to redirect RealPPE Marketplace users/customers to another website or sales process is strictly prohibited. This would include, the use of product/ website advertisements and offering any marketing messages which would include promotional offers. The act of coercion which would advise or persuade RealPPE Marketplace users to leave the Marketplace website are prohibited. Sellers may not make use of email, fax or any other communication platform to redirect RealPPE Marketplace users/buyers from the RealPPE sales process. Therefore, Sellers are prohibited from including any form of hyperlink, URL or any alternative web address within their display name, email messages and product description fields, or elsewhere, which would redirect RealPPE customers away from the RealPPE Marketplace sales.
  6. Inappropriate email communications:All seller email communications with buyers must be courteous, relevant and appropriate. Unsolicited email communications with RealPPE Marketplace buyers and email communications that are not necessary to complete a transaction or provide relevant information are prohibited. This would include emails containing marketing communications or promotions of any kind (including within otherwise permitted communications) are strictly prohibited.

15. SELLER SYSTEMS AND SERVICE LEVELS

  1. Seller shall be solely responsible for the satisfactory upkeep and uptime of all Seller systems that are necessary for the Seller to satisfy Orders and meet its obligations of this Agreement.
  2. The Seller shall, by way of e-mail or any other format as may be required by RealPPE marketplace, inform RealPPE Marketplace of any downtime or related system issues that may or will affect the Seller’s capacity to satisfy Orders or otherwise meet its obligations in terms of this Agreement, and shall do so by 16h00 of the day preceding the day of collection of the order.
  3. The Seller will conform to any service levels prescribed by RealPPE or RealPPE Marketplace every now and then, regarding Seller’s systems that, straightforwardly or by implication, impacts the RealPPE Marketplace systems or the RealPPE Marketplace Platform; and
  4. The Seller shall consistently consent to the Order and Buyer Service Level Agreement, appended hereto as Annexure B.

16. REPORTING AND AUDITS

Reporting
  1. Seller will, inside a reasonable timeframe, and within thirty (30) calendar days, following request from RealPPE Marketplace, put forth commercially reasonable attempts to give RealPPE Marketplace any reports, information or other documentation identifying with Seller’s compliance with this Agreement and appropriate Law reasonably requested by RealPPE Marketplace. However, in the event that RealPPE Marketplace requests that Seller provides RealPPE Marketplace copies of reports that Seller was required to provide to any administrative office, then the Seller will give such reports inside seven (7) calendar days of RealPPE Marketplace’s request.
Audit Rights
  1. Seller will keep exact and complete books, records and accounts identified with RealPPE Marketplace Platform transactions and this Agreement, and will permit RealPPE Marketplace, or its appropriately approved representative, the right, within at least five (5) business days of notification, during the Term of this Agreement and for two (2) years after its end or lapse, to lead, during ordinary business hours, full and free audits and investigations of all information, books, records and accounts reasonably required by RealPPE Marketplace to affirm Seller’s adherence to the terms of this Agreement and/or material Law.
Certifications
  1. Upon RealPPE Marketplace’s request, Seller will furnish RealPPE Marketplace with written confirmation from an officer of Seller stating that Seller has conformed to any of Seller’s obligations under this Agreement, including, for instance and without limitation, compliance with SLAs, consumer product safety laws, product quality standards, authenticity of Products, or restrictions on use of Transaction Information.

17. REPRESENTATIONS AND WARRANTIES

  1. Each Party therefore represents and warrants to the next Party the accompanying:
Authority
  1. The Party is an appropriately sorted out, legitimately existing and on favorable terms under the laws of the state where such Party was composed and the Party has full force and power to execute and convey this Agreement and to play out its obligations hereunder with no further endorsement. This Agreement constitutes the legitimate, substantial and restricting obligations of the Party.
No Conflicts
  1. Neither the execution and conveyance of this Agreement by the Party nor the consummation of the transactions considered therefore will disregard or conflict with any obligation, agreement or license of such Party which could reasonably be relied upon to meddle with the consummation of the transactions examined thus.
  2. Seller therefore represents and warrants to RealPPE Marketplace the accompanying:
Force and Authority
  1. Seller has the right, force and position to concede the rights and licenses hereunder without a worry in the world regarding any claims, liens and encumbrances and to sell the Products.
Compliance with Laws
  1. Seller and the entirety of its employees, subcontractors, agents and suppliers will consent to all appropriate Law, as might be corrected every once in a while, in playing out any of its obligations or exercising any of its rights under or identified with this Agreement. All Products (inclusive of all bundling) and Content will follow material Law. The production, fabricating, offer, sale, shipping and conveyance of all Products will comply with all relevant Law. Products shall not be created or produced through child labour or unethical or illegal work practices.
Chief Place of Business
  1. Seller’s chief business environment is in South Africa and Seller won’t direct any operations identifying with this Agreement from outside South Africa.
Content
  1. All Content will be honest and exact. Substance won’t:
    1. be misleading or deceptive;
    2. be disparaging, libelous, undermining or harassing;
    3. encroach upon or abuse any Intellectual Property Rights or other right of any outsider;
    4. advance or portray gratuitous brutality, the use of liquor, tobacco or unlawful substances or adult content; or
    5. create negative sentiment towards RealPPE Marketplace, its Affiliates, or the RealPPE Site or be the sort of substance that could otherwise reasonably adversely affect or harm the image or public perception of RealPPE Marketplace or its Affliates. Seller won’t use the Content to divert RealPPE Marketplace Buyers to some other sales channels.
Products
  1. Seller will only avail Products to be purchased on the RealPPE Site that may be sold and shipped throughout South Africa. Seller won’t avail any Products through the RealPPE Site that RealPPE Marketplace indicates as disallowed, including without limitation, the Prohibited Products attached hereto as Annexure A. The list of Prohibited Products may be updated by RealPPE Marketplace from time to time and RealPPE Marketplace will inform Seller of such updates by email or potentially through the Seller Portal.
Personnel
  1. All Seller personnel will be appropriately registered, recorded, licensed as well as ensured as per material Law.
Continuous Warranties
  1. Aside from as otherwise expressly provided herein, the representations and warranties settled on in this Agreement are continuous in nature and will be considered to have been given by Seller at the execution of this Agreement and each stage of execution of this Agreement.

18. CONTROL OF REALPPE MARKETPLACE SITE

  1. RealPPE has the sole option to decide the substance, appearance, design, usefulness and all different aspects of the RealPPE Site, including, without limitation, all content provided in association with the sale of Products sold by Seller through the RealPPE Site. RealPPE Marketplace may suspend any Product listing or display of Content or refuse to list any Products in its sole discretion and RealPPE Marketplace shall expect Seller to remove those Products from the RealPPE Site. In the event that RealPPE Marketplace requests that Seller remove Products from the RealPPE Site, Seller will put forth commercially reasonable attempts to remove those Products by unpublishing or resigning such Products through the Seller Portal inside (24) hours of such request so such Products no longer show available to be purchased on the RealPPE Site and Seller will exclude such removed Products on the RealPPE Site, unless the reinstatement of such Products is specifically approved by RealPPE Marketplace recorded by way of written confirmation. RealPPE Marketplace will have sole control of any marketing of:
  2. Any products on the RealPPE Site, including without limitation, Seller’s Products; and the RealPPE Marketplace Platform.

19. OWNERSHIP AND USE OF TRANSACTION INFORMATION

  1. RealPPE Marketplace owns all Transaction Information. Seller may only use Transaction Information to assist a transaction identified with this Agreement, as per the terms of the Agreement, the Marketplace Privacy Policy and appropriate Law.
  2. Seller won’t:
    1. disclose or pass on any Transaction Information to any outsider (aside from as necessary for Seller to play out its obligations under the Agreement);
    2. use any Transaction Information to direct buyer surveys or for any marketing or similar purposes;
    3. contact a Buyer that has ordered a Product that has not yet been delivered with the aim to gather any other information related to the Order or to cause such Buyer to make another option or extra purchase; or
    4. target communications of any sort including making use of email, fax or any other communication platform to redirect RealPPE Marketplace users/buyers from the RealPPE sales process even if it is with regards to future sales.

20. RATINGS AND REVIEWS

  1. RealPPE Marketplace may use mechanisms that rate or audit, or permit shoppers to rate or survey, Seller’s Products and Seller’s exhibition as a seller, and RealPPE Marketplace may make these ratings openly accessible. RealPPE Marketplace will have no liability to Seller for the substance or exactness of any ratings or reviews. Seller will have no ownership interest in or license to use any evaluating or reviews posted on the RealPPE Site.

21. SUGGESTIONS AND FEEDBACK

  1. In the event that Seller or any of Seller’s Affiliates or agents choose to give or make accessible suggestions, comments, ideas, improvements, or other feedback or materials to RealPPE Marketplace regarding or identified with any RealPPE Site or The RealPPE Marketplace Platform (including any related innovation), RealPPE Marketplace will be allowed to use, disclose, imitate, alter, license, transfer and otherwise distribute, and utilize any of the aforementioned or materials in any way. So as to secure RealPPE Marketplace’s systems and buyers, or to ensure the honesty and activity of RealPPE Marketplace’s business and systems, RealPPE Marketplace may access and disclose any information RealPPE Marketplace considers necessary or suitable, including yet not limited to user contact details, IP addresses and traffic information, usage history, and posted substance.

22. CONFIDENTIAL INFORMATION AND INFORMATION SECURITY

Obligations
  1. The two parties recognize that either Party may receive (the “Receiving Party”) Confidential Information from the other Party (the “Disclosing Party”) during the term of this Agreement, and such Confidential Information will be deemed to have been received in confidence and will be used uniquely for purposes of this Agreement. The Receiving Party will:
  2. use the Disclosing Party’s Confidential Information just to play out its obligations and exercise rights under this Agreement; and
  3. disclose the Disclosing Party’s Confidential Information just to the Receiving Party’s personnel, contractors and affiliates that:
    1. have a need to realize the information to assist the Receiving Party with satisfying obligations under this Agreement; and
    2. have consented to keep the information confidential as per the terms set forward in this.
  4. The Receiving Party will regard the Confidential Information as it does its own significant and sensitive information of a similar sort and, regardless, with at least a reasonable level of care. The obligation of confidentiality will proceed for three (3) years from the lapse or end of this Agreement; not withstanding this, the Receiving Party will keep confidential:
    1. Any personal identifiable information (PII) and/or such similar information as required by this Agreement and any appropriate Law;
    2. Any trade secrets of the Disclosing Party; and
    3. The terms of this Agreement.
  5. Seller agrees that RealPPE Marketplace may share Seller’s Confidential Information with its Affiliates for internal use as it were.
Exceptions
  1. The obligations of either Party under this Section won’t have any significant bearing to information that the Receiving Party can demonstrate:
    1. was already in its possession at the hour of disclosure and without restriction as to confidentiality;
    2. at the hour of disclosure is commonly accessible to the general population or after disclosure becomes commonly accessible to the general population through no breach of agreement or other improper act or inability to act by the Receiving Party; however, notwithstanding the above, PII remains subject to confidentiality obligations regardless of its accessibility to people in general or accessibility through unapproved disclosure;
    3. has been received from an outsider without restriction on disclosure and without non-adherence to the agreement or other unlawful act by such outsider or the Receiving Party; or
    4. is autonomously received by the Receiving Party without access to or
  2. In the event the Receiving Party is legally obliged to disclose any of the Confidential Information, the Receiving Party agrees to:
    1. give the Disclosing Party, to the degree possible, early notification preceding disclosure; and
    2. limit the disclosure to least sum that is legitimately needed to be disclosed.

23. TERMINATION AND SUSPENSION

Term
  1. This Agreement will apply to the Seller from the time of registration on or use of the Seller Portal and additionally the RealPPE RealPPE Marketplace Platform, and shall keep on applying for such a long time as the Seller remains part of the RealPPE Marketplace Platform;
  2. Seller acknowledges and agrees that RealPPE Marketplace may change and additionally replace this Agreement at anytime in its sole discretion, and by signing onto the Seller Portal, the Seller shall consequently be limited by the latest Agreement.
End for Convenience
  1. Either Party may end this Agreement in any capacity whatsoever by giving seven (7) business days written notification to the other Party.
Post-Termination Obligations
  1. Seller will continue their obligations under this Agreement after end of the Agreement, including without limitation, the obligation to:
    1. Satisfy all Orders that have been acknowledged even those not yet delivered;
    2. Give buyer service to Buyers who purchased Products on the RealPPE Site;
    3. pay any invoices furnished by RealPPE Marketplace regarding the Agreement;
    4. inform RealPPE Marketplace and Buyers of any recalls of its Products;
    5. dispatch any taxes gathered as allowed in terms of the applicable laws and jurisdiction(s); and
    6. quickly advise RealPPE Marketplace of any security breaches that allow an outsider to view or access or otherwise compromises any Transaction Information.
  2. RealPPE Marketplace will pay Seller the Seller Share inferable from Orders set by Buyers before the end of the Agreement as per the payment terms set forward in this Agreement.
Survival
  1. The provisions of this Agreement which by their nature are expected to survive beyond the end of the Agreement will survive beyond its end.

24. INDEMNIFICATION

Indemnification Obligations
  1. Seller will shield, repay and hold harmless RealPPE Marketplace and its Affiliates and every one of their respective stockholders, successors, assignees, officers, directors, employees, agents, representatives (each an “Indemnitee”) from and against any Losses arising out of or identified with any outsider Claims asserted against, imposed upon or brought about by an Indemnitee due to, arising out of or identifying with:
    1. a real or asserted break by Seller of this Agreement;
    2. the Seller Site and different sales channels, the Content or the Products (including, without limitation, the offer, sale, discount, or return of Products) or any violation of Law with respect to the aforementioned (including yet not restricted to the Consumer Protection Act, 2008 as amended, Electronic Communications and Transactions (ECT) Act 25 of 2002 as amended,), or any genuine or claimed encroachment of any Intellectual Property Right by any of the previous, or personal injury, demise or property harm related thereto or arising subsequently; and
    3. all taxes, surcharges, fees, assessments or charges of any sort whatever, along with any interest, penalties and different additions with respect thereto, imposed by any bureaucratic, state, neighborhood or unfamiliar government in any capacity identified with the sale of the Products on the RealPPE Marketplace, specifically barring, notwithstanding, any such taxes identified with RealPPE Marketplace’s overall gain.
Technique for Indemnification
  1. Any receipt of notice, from whatever source, of Claims against RealPPE Marketplace for which Seller is required to repay RealPPE Marketplace, Seller will promptly take necessary and proper steps to protect RealPPE Marketplace’s interests with respect to the Claims. RealPPE Marketplace will inform Seller of the written notice or service of any Claims of which RealPPE Marketplace has information, as soon as is reasonably practicable. Seller will use counsel that is reasonably acceptable to RealPPE Marketplace to defend each Claim.
Strife
  1. Notwithstanding the aforementioned, nonetheless, if RealPPE Marketplace reasonably determines that there might be a contention between its position and that of Seller regarding the defense of a Claim or that there might be lawful defenses accessible to RealPPE Marketplace which may be different to those accessible to Seller, at that point, at Seller’s expense, counsel for RealPPE Marketplace will be appointed for direct defense to the degree RealPPE Marketplace reasonably determines necessary to secure the interest of RealPPE Marketplace. In the event that RealPPE Marketplace, in its sole discretion, determines that the counsel provided by Seller to defend RealPPE Marketplace is unsatisfactory or that an irreconcilable situation exists between RealPPE Marketplace and counsel, RealPPE Marketplace may request that Seller replaces the counsel. In the event that Seller fails to avail a substitute counsel, RealPPE Marketplace may replace the counsel and, as a component of Seller’s repayment obligation to RealPPE Marketplace, Seller will pay to the new counsel, or reimburse RealPPE Marketplace, all fees and expenses as to the new counsel, including all expenses or costs to change counsel.
Settlement
  1. Seller, in the defense of any Claim, won’t, aside from prior written consent of RealPPE Marketplace, consent to passage of any judgment or go into any settlement with respect to such Claim.

25. WARRANTY DISCLAIMER

  1. NEITHER REALPPE MARKETPLACE, NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE REALPPE MARKETPLACE PLATFORM, ANY SELLER PORTAL, SERVICES PROVIDED BY REALPPE MARKETPLACE OR ANY SERVICE PROVIDER, OR SOFTWARE USED TO PROVIDE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE, AND SELLER AGREES THAT REALPPE MARKETPLACE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING WITHOUT LIMITATION, SYSTEM OR SOFTWARE FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. NEITHER REALPPE MARKETPLACE NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO SELLER WITH RESPECT TO THE SALE OF SELLER’S PRODUCTS THROUGH THE REALPPE SITE PURSUANT TO THIS AGREEMENT, AND ALL SUCH SERVICES PROVIDED BY REALPPE MARKETPLACE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS.
  2. REALPPE MARKETPLACE AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND THOSE IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

26. LIMITATION OF LIABILITY

No Consequential Damages
  1. IN NO EVENT SHALL REALPPE MARKETPLACE BE LIABLE TO SELLER OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:
    1. LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA;
    2. PRAISEWORTHY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR SIMILAR; OR
    3. FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER REALPPE MARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Financial Cap
  1. IN NO EVENT SHALL REALPPE MARKETPLACE’S AGGREGATE LIABILITY TO SELLER OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL REFERRAL FEES PAID BY SELLER TO REALPPE MARKETPLACE PURSUANT TO THIS AGREEMENT DURING THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

27. INSURANCE, RISK, AND OWNERSHIP

Insurance
  1. Since RealPPE couriers’ insurance cover is limited to a maximum of R1000-00 per shipment, Seller acknowledges that they shall ensure that each shipment is adequately covered by their own insurance until it has been delivered to and accepted by the Buyer.
  2. Seller will keep up, at Seller’s expense, commercial general, umbrella or potentially excess liability in the total covering liabilities caused by or happening regarding this Agreement or Seller’s business (including without limitation, product, finished operations, commandeering, upsetting and real injury), or as otherwise required by RealPPE Marketplace every now and then. All such policies will be event based, will incorporate RealPPE Marketplace as an extra insured, and will contain a waiver of subrogation.
  3. The Seller acknowledges that it shall hold all risk in and to the Products until the Products have been delivered with a proof of delivery confirmed by the Buyer. Ownership in and to the Products shall pass to the Buyer when the Products have been delivered with a proof of delivery confirmed by the Buyer.
  4. In the event of stock returns, the Seller acknowledges that it shall hold all risk in and to the Products collected from the Buyer (whether collected by RealPPE, its designated couriers, or even collected directly by the Seller) until the returned Products have been delivered back to the Seller.

28. CHOICE OF LAW, JURISDICTION AND VENUE

  1. The Parties commonly recognize and concur that this Agreement will be construed and upheld as per the Laws of the Republic of South Africa and regardless of any contention of law provisions. The Parties concur that in any dispute arising from or identified with this Agreement, shall be subject to the exclusive jurisdiction of the South Gauteng High Court, Johannesburg. The Parties commonly recognize and concur that they won’t raise in association therewith, and therefore postpone, any defenses based upon scene, burden of discussion or absence of personal jurisdiction in any action or suit acquired agreement with the aforementioned. The Parties recognize that they have read and understand this Section and concur willfully to its terms.

29. RELEASE

  1. The Seller and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assignees, agents, representatives and any other person or entity claiming by, through, under, or in concert with them (collectively, the “Releasing Parties”), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge REALPPE Marketplace, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the “Released Parties”), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or un accrued, determined or speculative (collectively, “Losses”) which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export, or delivery of Seller’s Products to any Local or Foreign Addresses, including any tax registration or collection obligations

30. GENERAL

Assignment
  1. Seller may not assign (including, without limitation, by method of merger, consolidation or sale of all or substantially the entirety of Seller’s stock or assets) this Agreement, or any of its respective rights or obligations hereunder, without the prior written consent of RealPPE Marketplace. Subject to the aforementioned, this Agreement will be authoritative upon, and will apply to the advantage of, the Parties and their respective successors and permitted assigns. Any assignment or assumption without RealPPE Marketplace’s prior written consent will be invalid and void.
Incorporated Agreement
  1. This Agreement, including all Annexures and policies referred to thus, constitutes the total coordinated agreement between the Parties concerning the subject issue about. All earlier and contemporaneous agreements, understandings, negotiations or representations, regardless of whether oral or recorded as a hard copy, identifying with the subject matter of this Agreement are superseded completely.
Amendments
  1. RealPPE Marketplace may change the terms of this Agreement (including without limitation, any Annexures hereto) occasionally and may post such amendments to the Seller Portal or on the RealPPE marketplace or by sending it to the Seller by email (“Amendment Notice“). In the event that Seller objects to any alteration to the terms of this Agreement (including any Annexure hereto), Seller should end this Agreement. IF SELLER CONTINUES TO PARTICIPATE IN THE REALPPE MARKETPLACE PLATFORM AFTER THE EFFECTIVE DATE OF ANY AMENDMENT, SELLER WILL BE DEEMED TO HAVE AGREED TO AND ACCEPTED ANY MODIFICATIONS SET FORTH IN THE AMENDMENT.
Waiver
  1. No waiver of any of the provisions of this Agreement will constitute a proceeding with such waiver unless otherwise expressly confirmed in writing. The failure of either Party to authorize any of the provisions of this Agreement, will not in the slightest bit be construed to be a present or future waiver of such provisions.
Severability
  1. In the event that any provision of this Agreement is discovered by a court to be invalid, void or unenforceable, the Parties concur that the rest of the provisions of this Agreement won’t be influenced consequently, and that this Agreement will in any occasion otherwise stay substantial and enforceable.
  2. Where any provision of this Agreement constitutes a provision for RealPPE, such provision shall constitute a stipulatio alteri equipped for acknowledgment by RealPPE whenever.
Self-employed entities
  1. RealPPE Marketplace and Seller are acting hereunder as self-employed entities. Seller won’t be considered or regarded to be a specialist, worker, joint endeavor or accomplice of RealPPE Marketplace. Seller’s personnel won’t be considered employees of RealPPE Marketplace, won’t be qualified for any benefits that RealPPE Marketplace grants its employees and will have no power to act or indicate to follow up for RealPPE Marketplace’s sake. In the event that any administrative, state or neighborhood government office, any court or some other relevant substance determines that any such personnel of Seller is a representative of RealPPE Marketplace for any purpose, Seller will repay, shield and hold harmless RealPPE Marketplace, its Affiliates, officers, directors, employees and agents from all liabilities, costs and expenses (including, however not restricted to, reasonable attorneys’ fees) associated with such assurance. Seller will remain principally at risk for Seller’s obligations performed by any outsider and for any demonstration or omission of any such outsider.
Exposure
  1. Aside from as specifically provided in this Agreement, neither one of the parties will use the name, logo, trademarks or trade names of the other Party or otherwise, straightforwardly or by implication, allude to the next party in exposure releases, limited time material, buyer lists, advertising, marketing or business producing efforts, regardless of whether composed or oral, without getting such Party’s prior written consent. Notwithstanding the aforementioned, RealPPE Marketplace will reserve the option to allude to Seller as a member in the RealPPE Marketplace Platform in marketing and advancing the RealPPE Marketplace Platform.
Nonexclusive
  1. Each Party acknowledges and agrees that the rights allowed to the other Party in this Agreement are nonexclusive and that without limiting the aforementioned, nothing in this Agreement will be considered or construed to preclude either Party from partaking in similar business arrangements as those described thus.
Force Majeure
  1. Notwithstanding different provisions of this Agreement, if either Party is in compliance with common decency, kept from playing out its obligations under this Agreement because of a sudden phenomenal occasion outside the ability to control of the Party concerned, including without limitation, war (announced or undeclared), unrest, acts of god, terrorism, seismic tremor, mishap, explosion, fire or flood, such Party will immediately inform the other Party, and keeping in mind that so affected, the affected Party will be relieved from playing out its obligations given that, the Party affected will make all reasonable steps to speedily cure the cause of such postponement or inconvenience or non-performance in the event that it is in its capacity to do as such.
Seller Portal
  1. Seller is solely responsible for keeping up the security of its password for any Seller Portal and for all action taken regarding its record. In the event that Seller has information or suspects that its password has been compromised, Seller will quickly advise RealPPE Marketplace and completely participate with RealPPE Marketplace in investigating and forestalling any further access to RealPPE Marketplace’s systems. RealPPE Marketplace shall not be subject to the Seller for any Losses it might suffer as a result of the Seller Portal being inaccessible under any conditions.

ANNEXURE A LIST OF PROHIBITED PRODUCTS

LIST OF PROHIBITED PRODUCTS
“Prohibited Products” means:
  1. cigars, cigarettes, or other tobacco products;
  2. guns intended to provide lethal force (and related gun parts, kits and ammunition); mace, black powder and other explosives; disguised, undetectable or switchblade knives; martial arts weapons; or BB guns, stun guns, paintball guns, or airsoft guns;
  3. any drug, vitamin, herbal product or similar substance which requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase;
  4. Medicines and veterinary medicines, medicinal feeds, medicinal products and remedies of any type which are sold by a seller who does not possess the necessary licenses, authorisations and/or professional qualifications to sell and list such products or has such licenses, authorisations or professional qualifications but has not been approved to sell this category of products by RealPPE Marketplace;
  5. used, remanufactured, reconditioned or refurbished products;
  6. stolen, counterfeit, misbranded or illegal products;
  7. products that have been recalled;
  8. products that violate applicable Law;
  9. products that violate or infringe upon any Intellectual Property Right or other third party right;
  10. products that contain material that is obscene, pornographic or offensive;
  11. Any product that contains any other ingredients that are prohibited, restricted or regulated under applicable law are not to be offered.
  12. products containing viruses, Trojan horse, spyware or malicious code;
  13. ‘sex and sensuality’ products;
  14. loose gemstone products;
  15. any product for which Seller is not an “authorized reseller” (as designated by the product’s manufacturer or distributor), or does not provide to Buyers the manufacturer’s standard warranty thereof;
  16. products containing human growth hormone;
  17. any age restricted products;
  18. baby bottles that are not BPA-free;
  19. prepaid access products (whether issued in the form of a card, electronic PIN or other device) that provide access to funds (or the value of funds) that have been paid in advance and can be retrieved in the future, including without limitation, gift cards, prepaid phones, or prepaid minutes;
  20. caskets, coffins or funeral urns;
  21. specific products or brand names that may not be sold on the RealPPE Site as are indicated by RealPPE Marketplace to Seller separately in writing (which in this case may include email or through any Seller Portal); and
  22. any other types of products that in RealPPE Marketplace’s discretion are not appropriate for sale on the RealPPE Site as indicated by RealPPE Marketplace to Seller separately in writing; provided that a Prohibited Product will cease to be a Prohibited Product when RealPPE Marketplace informs Seller of such change.

ANNEXURE B ORDER AND BUYER SERVICE LEVEL AGREEMENT

RealPPE Marketplace is committed to buyer service. Sellers participating in the RealPPE Marketplace Platform will endeavor to meet the following service levels:

  1. Seller will maintain an On-Time Ship Standard of at least 99%.
  2. Seller will ensure that the correct Product is delivered to the correct Buyer at a rate of 99.5% of all Products shipped.
  3. Seller will maintain inventory to fulfill Buyer Orders that result in a cancel rate (excluding Buyer requested cancellations) of 1.5% or less;
  4. Returns due to damaged or defective Products shall not exceed 3% of Sales Proceeds for Products sold on the RealPPE Site.
  5. Seller shall limit emergency updates related to product information through any Seller Portal to a rate no greater than .03% of its entire SKU count in RealPPE Marketplace’s catalogue per month; provided however, that RealPPE Marketplace makes no guarantee that all requests will be granted. RealPPE Marketplace will assess each emergency request on a case by case basis and make updates in situations RealPPE Marketplace deems critical.
  6. Ninety-calendar (90) day Seller ratings shall, on average, remain above a seller rating of 90% positive.
  7. The Seller is required to confirm that they are aware of and have received an Order (“Confirmation of receipt of order”). This confirmation shall be by way of e-mail or any other format as may be required by RealPPE marketplace. All orders received before 12h00 to be confirmed at/about 12h00 on the same day. All orders received after 12h00 to be confirmed at/about 12h00 on the following business day.
  8. In the event the Seller spots errors in the Order or seeks the amendment or cancellation of part of or the entire order, then the Seller shall, by way of e-mail or any other format as may be required by RealPPE marketplace, alert RealPPE of such within one (1) hour of receipt of the order.
  9. Seller shall confirm all orders collected from their premises/collection point and their corresponding shipment tracking information (if available), by way of e-mail or any other format as may be required by RealPPE marketplace. Such confirmation shall be conveyed within one (1) hour of the Product/Order actually shipping (“Confirmation of collected order”) so that RealPPE Marketplace may notify the Buyer and allow the Buyer to track shipment of Products.
  10. Once the Products are returned to the Seller, the Seller is required to assess Products that are returned for resolution inside two (2) business days after their return from the Buyer.
  11. Ninety percent (90%) of emails received from RealPPE Marketplace shall be answered by Seller within twenty-four (24) hours of receipt.
  12. RealPPE Marketplace may, at its discretion, work with a Seller to remedy any failure of a service level or performance issue under this Annexure B; provided, however, that no waiver by RealPPE Marketplace of any provision of this Annexure B may be deemed or constitute a waiver of any provision of this Agreement, whether or not similar, nor may the waiver constitute a continuing waiver by RealPPE Marketplace unless otherwise expressly so provided in writing. The failure of RealPPE Marketplace to require at any time performance by Seller of any of the provisions herein may in no way be construed to be a present or future waiver of provisions or in any way affect the ability of RealPPE Marketplace to enforce each and every provision after such event.