Vendor terms and Conditions

E-COMMERCE PLATFORM TERMS & CONDITIONS WITH REED EXHIBITIONS (PTY) LTD (THE “AGREEMENT”)

  • INTRODUCTION
  • This Agreement is binding and enforceable against every person that registers as a seller as set our in clause 3 below (each a “Seller”, “you” or “your”). By registering as a seller, you acknowledge that you have read and agree to be bound by this Agreement, which shall govern your use of the services described herein. You must not use the seller portal if you do not agree to the terms contained herein.
  • Reed Exhibitions (Pty) Ltd (“Reed”, “we”, “us” and “our”) provides a platform for Sellers and customers on XXXX to complete transactions. Reed is not a party to the actual sale transaction between the Seller and a customer.


  • DEFINITIONS
    1. Affiliate”, with respect to any entity, means any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity;
    2. Anti-Competitive Behaviour” means any improper conduct (as determined by us in our sole discretion) by the Seller, or any person related or indirectly related to the Seller, that in any way impedes another Seller from conducting business on the Reed platform;
    3. Business Day” means any day other than a Saturday, Sunday or public holiday in South Africa;
    4. Commission” is as defined in clause 9.2.1;
    5. Customer” means any customer or potential customer on the Website;
    6. Listing Information”, in relation to a Product, means the then current Purchase Price, lead-time (if applicable) and stock-on-hand;
    7. Loss” means any and all loss, expense or damage that a person (natural or juristic) may suffer or incur (including any third party claims which may be made against it), of whatsoever nature including direct, indirect, consequential or special damages;
    8. Order Information” means the order information relating to any Transactions on the Website, including the date of the order, order ID number, Product title, SKU number, quantity sold, Customer name, and Purchase Price;
    9. Parties” means Reed and the Seller, and “Party” means any one of them, as the context requires;
    10. Pricing Schedule” means the pricing schedule for the Services communicated to the Seller from time to time, as more fully described in clause 9.1;
    11. Product” means any product that is made available for listing and offered for sale on the Website and/or is sold by the Seller making use of the Services;
    12. Product Information”, with respect to each Product, means the following:
      1. title;
      2. description;
      3. SKU and EAN/ISBN/UPC numbers, and other such identifying information as Reed may reasonably request;
      4. digitised image that accurately depicts only the Product, complies with all Reed image guidelines, and does not include any additional logos, text or other markings;
      5. any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of a Product;
      6. brand;
      7. model;
      8. technical specifications;
      9. recommended retail price at the time of listing; and
      10. any other information reasonably requested by us.
    13. Purchase Price” means the total amount payable or paid by a Customer for a Product, including any taxes thereon, including delivery charges;
    14. Sales Proceeds”, for a particular period, means the gross Purchase Prices from all of your Transactions, for which Reed facilitated payment for the relevant Products during that period;
    15. Seller Bank Account” means a South African bank account in the Seller’s name;
    16. Seller Website” means any website owned or operated by the Seller on which the Seller offers for sale and/or sells its Products;
    17. Services” means the services provided by Reed which enable the Seller to list and offer Products for sale directly on the Website, including the facilitation of payment by Customers, as more fully described in clause XXX;
    18. Taxes” means any and all taxes, duties, levies, fees or charges assessed, incurred or required to be collected or paid for any reason (whether by the Seller, Reed or any of Reed’s Affiliates) in connection with any offer or sale of Products by the Seller in connection with the Services, or otherwise in connection with any act or omission of the Seller, your Affiliates or your respective employees, agents, contractors or representatives;
    19. Transaction” means an order to purchase any Product placed by a Customer on the Website, for which the Customer has paid;
    20. Unsuitable Product” means a Product: (a) that (itself or its packaging) is defective, damaged or not in compliance with applicable laws; (b) of which the Product Information is inaccurate or incomplete; (c) that Reed knows or has a reasonable suspicion to be a counterfeit good; or (d) that Reed deems in its sole discretion to be unsuitable, negatively affects Reed’s reputation or inappropriate for sale or delivery; and
    21. Website” means the website operated by Reed having the URL XXXX as well as related ‘Reed’ mobi-sites and software applications, and includes any promotional sites that we may make available or use from time to time and on which certain of the Products may be listed for sale.

 

  1. REGISTRATION
    1. The registration process for the Services must be initiated directly by the Seller, or indirectly at the Seller’s written request to Reed. Reed is entitled to decide in its sole discretion whether or not to allow a potential seller to register for the Services.
    2. If the Seller is a juristic person, any natural person who represents the juristic person warrants that he/she has the authority to bind the Seller to this Agreement. If the Seller is a natural person, the Seller must be 18 (eighteen) years of age or older and of full legal capacity.
    3. As part of the application, in order to comply with the Electronic Communications and Transactions Act 2002 (“ECTA”), you must provide us with your legal name, if you are a juristic person (or your real name, if you are a natural person), your trading name, registration number (or identity number), main business, physical address for legal purposes, office bearers, official phone number and e-mail address. You must also provide all other documentation and information reasonably requested by Reed for vetting purposes. You hereby authorise us to verify all information that you provide to us, and you undertake to provide written confirmation of such authorisation on written request by Reed.
    4. By registering for or using the Services, you authorise Reed to perform the Services as set out herein. As a Seller, you use the Services at your own risk.


  • TERM AND TERMINATION
    1. This Agreement shall commence on the date on which registration for the Services is complete and shall continue for 12 (twelve) months or until terminated by us or the Seller as provided in this Agreement (such period of duration being the “Term”). In its sole discretion, Reed may terminate or suspend any Service, or this Agreement as a whole, immediately on written notice to the Seller for any reason at any time. Likewise, in its sole discretion, the Seller may terminate this Agreement as a whole, immediately on written notice to Reed for any reason at any time.
    2. Following termination of this Agreement Reed shall remit the balance (if positive) on your account in accordance with clause 10.1.


  • AMENDMENTS
    1. Reed may, in its sole discretion, change this Agreement and/or the Pricing Schedule, (in part or as a whole), at any time. Changes shall be notified to Sellers, at least 14 days before such amendment will take effect, via email. Should you not be satisfied with such changes, you must no longer use the Services, and should terminate this Agreement as set out in clause 4.1.
    2. Any such change will only apply to the Services after the effective date of the change. If you continue the use of the Services after such changes have been notified to you, you will be deemed to have accepted such changes.


  • LISTING AND SALE
  • Product Information and Listing Information
        1. The Seller shall provide, in the format we require, accurate and complete Product Information and Listing Information for each Product. By providing Product Information, you grant Reed a perpetual, royalty-free, non-transferable licence to use and share such Product Information and Listing Information as we deem fit. You are free to determine which of your products you wish to list for sale on the Website.
        2. Reed will not list Unsuitable Products for sale on the Website, and Reed is entitled at any time to suspend or remove the listing of any Unsuitable Products from the Website. A list of Unsuitable Products may be indicated from time to time, but Reed is entitled at any time without prior notice to You to declare any other item as an Unsuitable Product, whether or not it also amends such list.
        3. The Seller must ensure that the recommended retail price (or “List Price”) (“RRP”) that it provides for any Product is accurate and reasonable in the context of the market for that Product. The Seller specifically undertakes not to artificially inflate the RRP, and upon demand shall provide proof to Reed’s reasonable satisfaction of the accuracy of the RRP.
  • Sales Services
  • After the Seller has provided the Product Information and Listing Information relating to a particular Product in the format required by Reed (and provided that the relevant Product is not an Unsuitable Product), we shall make that Product available for sale on the Website until the earlier of (a), the Seller notifies us that the Product is no longer available; or (b) we determine that the Product is an Unsuitable Product. We may promote the Products as determined by us in our sole discretion. We shall provide Order Information to the Seller for each Transaction. We shall also collect all Sales Proceeds as the Seller’s payment-processing agent for all Transactions and shall remit them to you in accordance with this Agreement. Reed is entitled at any time to cancel a Transaction relating to an Unsuitable Product.
  • The Seller shall, where requested by the Customer, generate an invoice and send it to the Customer.
  • Fraud

We shall bear the risk of credit card fraud (namely a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with the Transactions and the Seller shall bear all other risk of fraud in relation to the Transactions. Where we suspect fraud, we may in our sole discretion withhold for investigation, refuse to process, stop and/or cancel any of your Transactions.

  • Errors

Where a Product on the Website reflects (a) any incorrect Product Information; or (b) the incorrect Purchase Price, and any Customer has ordered such a Product on the basis of such information: 

  1. the Seller shall, if so required by Reed, honour such Transaction (in the case of (a), where reasonably possible), and shall receive the Purchase Price reflected on the Website at the time of the Customer order, as full compensation for such Transaction;
  2. Reed shall not be liable for any Loss suffered or incurred by the Seller as a result thereof – whether the error arose due to the Seller’s fault, a delay in Reed updating any information on the Website at the request of the Seller, or any other cause.
  • Parity

The Seller shall maintain parity between the products you offer through any Seller Website and the Products you list on the Website by ensuring that, at all relevant times, the Purchase Price and every other term of offer and/or sale of the Product (including any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and/or the terms of any applicable manufacturer return policy) is at least as favourable to Reed Customers as the most favourable terms upon which a product is offered and/or sold via any Seller Website (excluding any discount, rebate, promotional offer, or other term of offer and/or sale that the Seller has attempted to make available through the Website but that we do not honour or support, but only until such time as we honour or support it). If Reed becomes aware of any non-compliance with the above, the Seller shall promptly pay Reed the necessary amount in order to compensate adversely affected Customers for their loss of value.


  • FULFILMENT
  • Delivery to Customer
      1. For all Transactions, the Seller shall take the Products, package them in a commercially reasonable manner and deliver them to each Customer’s nominated delivery address, or may permit Customers to collect the Products from the Seller directly.
      2. The Seller shall determine the amount charged to the Customer for delivery of any Product and shall include this in the Purchase Price.


  • RETURNS, DISPOSALS AND RECALLS
  • 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 labelling 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, and does not contain any sexually explicit, defamatory or obscene materials;
  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 re-furbished, unless indicated as such;
  4. such Product shall be free of any defects, fit for the purpose for which it is sold, of appropriate standard and quality; and
  5. such Product shall (if applicable) not expire before 6 months have passed after delivery thereof to the Customer.
  • Loss

The Seller hereby indemnifies Reed 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 8.1. 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 Customer, arising from or in relation to a breach by the Seller of any of the warranties contained in clause 8.1.

  • Quality Control

You shall at all times be familiar with and comply with all applicable laws relating to the types of Products that you list on the Website, and you shall ensure that you operate suitable quality control procedures in relation to such Products. You shall promptly provide Reed with audit certificates (where applicable) on demand. Where the Seller is in breach of any of its obligations (under this Agreement or otherwise) owed to a Customer or owed to Reed which directly affect a Customer in relation to a Product, Reed is entitled in its reasonable discretion to compensate the Customer and to deduct the Purchase Price of the relevant Product from the Seller’s account.

  • Customer Returns

All returns shall be facilitated by the Seller directly with the Customer and the Seller shall be solely responsible for all costs associated therewith. Should a refund be required payment shall be made by Reed and deducted from the Seller’s account.


  • FEES AND OTHER EXPENSES
  • Pricing Schedule

The Pricing Schedule sets out the fees payable by the Seller for the Services. It is communicated to the Seller and is incorporated by reference into this Agreement. Reed may, in its sole discretion, change the Pricing Schedule at any time in accordance with clause 5, and is accordingly entitled to remove or amend existing fees and to introduce new fees. The applicable Pricing Schedule will be that published at the time that a particular fee becomes payable by the Seller. Reed may from time to time and for any particular period of time, on written notice and in its sole discretion, reduce the fees set out in the Pricing Schedule for particular Sellers.

  • Fee for Services
      1. The Seller shall pay us: (a) a Commission per Transaction, payable in arrears, as specified in the Pricing Schedule; and (b) an annual non-refundable subscription fee (“Subscription Fee”) as specified in the Pricing Schedule, payable in advance. In this Agreement, the “Commission” for a particular Transaction means the applicable percentage of the Purchase Price as specified on the Pricing Schedule, based on the categorisation by Reed of the type of Product that is the subject of the Transaction.
      2. Reed shall reimburse the Seller for any Commission that was charged in relation to a Product that was subsequently returned for a refund by the relevant Customer. Notwithstanding any Customer return for a repair or replacement, we shall be entitled to charge all applicable Commission payable to us under this Agreement.
  • Payment

Wherever the Seller is liable to pay or reimburse Reed for any costs or expenses under this Agreement, Reed shall be entitled, in its sole discretion:

  1. to set off any amounts payable by the Seller to us against any amounts payable by us to the Seller;
  2. to invoice the Seller, which shall make payment thereof within 10 days of receipt of invoice;
  3. to debit the Seller Bank Account; or
  4. to seek such payment or reimbursement from the Seller by any other lawful means.

In the case of erroneous or duplicate Transactions, in terms of which we mistakenly paid the Seller, we are entitled to use any of the above means to seek reimbursement of the amount paid erroneously. The Seller is not entitled to set off any amounts payable by the Seller to Reed, without the prior written consent of Reed.

  • Taxes
    1. The Seller shall be solely responsible for all Taxes in relation to any Transaction and these shall be deducted at the time of remittance of Sales Proceeds.


  • SALES PROCEEDS
  • Remittance of Sales Proceeds
        1. Except as otherwise stated in this Agreement, we shall remit to the Seller at the end of every month (or at our option, more or less frequently) any Sales Proceeds collected by us or our Affiliates (but not previously remitted to the Seller) as of the date that is 2 Business Days prior to the date of remittance, less: (a) the Commission due for the relevant Transactions; and (b) any Subscription Fees due. We will in addition deduct any applicable bank charges associated with the Seller’s Transactions.
        2. Reed’s receipt of the Sales Proceeds on behalf of the Seller shall satisfy the obligations owed to you by Customers for your Transactions. Our obligation to remit funds collected by us on the Seller’s behalf is limited to funds that we have actually received and that are not subject to chargeback or reversal or withheld for anticipated claims.
      1. As a security measure, we may impose Transaction limits on some or all Customers and Sellers relating to the value of any Transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of Transactions per day or other period of time. For the avoidance of doubt, we shall not be liable to the Seller in any of the following instances: (a) if we do not proceed with a Transaction or disbursement that would exceed any limit established by us for a security reason; or (b) if we permit a Customer to withdraw from an order or Transaction because the Website or the Services become unavailable following the commencement of the order.
  • Bank Account
      1. The Seller must furnish Reed with valid bank details of the Seller Bank Account and shall update such information as necessary to ensure that it remains accurate and complete.
      2. You authorise us to obtain credit reports on you from time to time, invoice you and debit the Seller Bank Account where necessary.
      3. When the Seller either initially provides or later changes the Seller Bank Account information, we may delay any remittance of sums due to the Seller by up to 14 days. All payments by Reed to the Seller under this Agreement shall be remitted to the Seller Bank Account.


  • INTELLECTUAL PROPERTY
    1. It is recorded that the Products may bear or contain, and the Seller may otherwise provide Reed with, certain intellectual property used in relation to the Products (“Seller IP”). It is agreed that Reed will be entitled to use the Seller IP on the Website and in related marketing material, in order to market the Products on the Seller’s behalf, or other products. Reed acknowledges that the Seller IP is owned by or licensed to the Seller and that Reed acquires no right, interest or proprietorship therein by virtue of this Agreement, save as may be expressly provided herein.
    2. The Seller hereby warrants that (a) it is the registered proprietor or licensee of the Seller IP; (b) it is entitled to enter into this Agreement and to grant Reed the rights to use such Seller IP in the marketing of Products as contemplated in this Agreement; and (c) no trademark, copyright, design or other intellectual property rights of any third party/ies will be infringed by the marketing, sale or use of the Products. The Seller hereby indemnifies Reed and its Affiliates against any Loss arising from or in relation to a breach by the Seller of any of the aforesaid warranties.
    3. Should the Seller wish to use any of Reed’s trademarks (whether registered or unregistered), branding, marketing material or any other form of intellectual property (“Reed IP”) for purposes of advertising (regardless of media channel used) or for use on any website or mobile application, it must make application to Reed to use the Reed IP and set out details relating to the purpose of the advertising, the media channel(s) used, the website or mobile application used and for how long the Seller wishes to use the Reed IP.
    4. Reed may, in its sole discretion, approve such an application and provide the Seller with the creative works and/or place any further conditions, technical specifications and/or other restrictions relating to the use of the Reed IP, as and when it deems necessary. This approval may be revoked by Reed at any time, on written notice and in its sole discretion.
    5. The Seller warrants that it will only use the Reed IP in strict conformance with the above approval. The Seller hereby indemnifies Reed and its Affiliates against any Loss arising from or in relation to a breach by the Seller of this warranty.


  • ILLEGAL AND GREY GOODS
  • The Seller warrants that:
      1. it is an authorised retailer of the Products within South Africa, and that none of the Products are so-called ‘grey goods’ – failing which, it shall immediately notify Reed in writing thereof;
      2. it has valid legal title to all Products and is entitled to sell them on the Website (including that the Seller is appropriately licensed or certified where applicable);
      3. none of the Products are counterfeit or stolen. The Seller shall take reasonable care in sourcing its Products to minimise the risk of counterfeit or stolen goods; and
      4. no Product has been produced or manufactured, in whole or part, by child labour or by convict or forced labour.
    1. The Seller hereby indemnifies Reed and its Affiliates against any Loss arising from or in relation to any breach by the Seller of any of the warranties contained in clause 12.1.
    2. If Reed knows or has a reasonable suspicion that the Seller is not an authorised retailer of the Products (and has failed to notify Reed thereof), or that any of the Products is a counterfeit or stolen good, or for any other reason, Reed is entitled to disable the offending Product from the Website, suspend or terminate the Seller’s account and/or otherwise act as permitted by this Agreement or applicable law.


  • USE AND DISCLOSURE OF OTHER INFORMATION
    1. We may use mechanisms that rate, or allow Customers to rate, the Products and/or the Seller’s performance as a seller and Reed may make these ratings and feedback publicly available.
    2. If Reed receives any complaint (whether from a Customer, a regulatory body or other third party) in relation to any of the Seller’s Products, or the Seller itself, Reed is entitled to share the Seller’s name and contact details with such complainant, and the Seller shall use its best endeavours to resolve the complaint in good faith directly with the complainant.
    3. In order to cooperate with a request or order from a regulatory body, to protect our systems and Customers, and/or to ensure the integrity and operation of our business and systems, Reed is entitled in its discretion to access and disclose any further information relating to the Seller, your Transactions and/or the Products as it deems necessary or appropriate (including Transaction volumes, stock levels, traffic information, usage history or posted content).
    4. If the Seller or any of your Affiliates elects to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Website or Services, we shall be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.


  • CONFIDENTIALITY
    1. During the course of the Seller’s relationship with Reed, confidential and/or proprietary information relating to Reed’s business practices, personnel, business processes, systems and any other information of a confidential nature which is not generally available to outside parties or in the public domain or which would be understood, exercising reasonable business judgment, to be confidential (“Confidential Information”), may be disclosed to the Seller.
    2. The Seller agrees that such Confidential Information shall be used only for purposes of fulfilling its obligations under this Agreement and shall not during the period of this Agreement or at any time thereafter be disclosed, either directly or indirectly, to any person whatsoever, subject to clause 15.3. The Seller shall take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.
    3. Notwithstanding clause 15.2 above, the Seller shall be entitled to disclose Confidential Information:
      1. to its employees and/or professional advisors solely to the extent necessary for the purpose of fulfilling its obligations under this Agreement, and provided that, prior to such disclosure, the Seller first ensures that the receiving person is bound by a written confidentiality undertaking similar to that set out in this clause 15; and
      2. if and to the extent that doing so is required in order to satisfy an order of a court of competent jurisdiction or to otherwise comply with the provisions of any law or regulation in force at the time or the requirements of any recognised stock exchange, provided that the Seller (a) first informs Reed of the requirement to disclose prior to making the disclosure, and (b) discloses only that portion of the Confidential Information which it is legally required to disclose.
    4. The provisions of this clause 15 will not apply to information which (a) can be shown to be part of the public domain otherwise than as a result of a breach hereof; (b) is lawfully in the possession of the Seller; (c) is lawfully acquired from a third party or (d) is disclosed or released to satisfy an order of a court or to otherwise comply with the provisions of law.
    5. The Seller may not issue any press release or make any public statement related to the Services, or use Reed’s name, trademarks or logo (or that of any of its Affiliates),in anyway (including in promotional material) without Our prior written consent, or misrepresent or embellish the relationship between Us in any way.


  • PRIVACY AND DATA PROTECTION POLICY
      1. In this clause, “Data Protection Legislation” means any laws, rules, regulations, directive, decrees, orders or other legal requirements relating to the protection and / or processing of Personal Information in any relevant jurisdiction, as well as the Protection of Personal Information Act 4 of 2013 (“POPIA”) (as amended from time to time).
      2. Regarding the personal data that the Seller may have access to and process as part of this Agreement, the Seller agrees to comply with all applicable obligations as a “data controller” or “data processor” (as may be relevant) under the Data Protection Legislation including its decisions and actions concerning its processing and use of such Personal Information.
      3. Further, the Seller acknowledges that any such personal data provided by Customers forms part of the Reed IP and the Seller may only make use of it to perform its obligations in terms of this Agreement and may not make use of it for its own personal gain or that of third parties.
  • By registering as a seller, the Seller is consenting, under all relevant Data Protection Legislation, to Reed communicating with the Seller via telephone, email and by post and using its Personal Information for the following purposes, namely: for Reed’s internal purposes, which will include accounts processing, internal analysis of Sellers, publishing the Seller’s details on the Website, inviting Sellers to other events organised by Reed or its group, disclosure of information to Reed’s Affiliates, disclosure to direct mailing contractors and disclosure or transfer of Seller’s Personal Information to members of Reed’s group worldwide to allow the group to further develop its business and its services to Sellers. Reed may also pass the Seller’s details to third parties who provide goods and services likely to be of interest to Sellers. Please contact Reed if you do not wish your Personal Information to be used in any of the ways mentioned above.
    1. The Seller shall implement and maintain appropriate technical and organizational security measures against the unauthorized or unlawful processing of Personal Information and against accidental loss, or destruction of or damage to Personal Information to meet the requirements of the terms of POPIA, to ensure the protection of the rights of the data subjects, and provide a standard of protection that is at least as comparable to the protection required under the Data Protection Legislation.
    2. The Personal Information provided by the Seller to Reed (including details of Permitted Sharers) is necessary for the fulfilment, administration, management and execution of this Agreement. The individual identified as the contact person for the Seller or Permitted Sharers may be contacted by Reed and it’s Affiliates for the purposes of facilitating the participation of the Seller and Permitted Sharers in the Services which will also include entry of the Seller and Permitted Sharers on the Website, and appropriate marketing of related services and products, subject to Reed’s privacy policy, which is displayed on the Website.


  • INSURANCE
    1. Reed may, on written notice, require the Seller to take out and maintain, at the Seller’s expense, commercial general and/or excess liability insurance with a minimum insurance limit of R 1 million per occurrence/ aggregate covering liabilities in relation to the operation of the Seller’s business, including the Products. The Seller shall name Reed as an additional insured in any such insurance policy. At our request, the Seller shall provide to us certificates of insurance for the coverage.


  • ADDITIONAL WARRANTIES AND INDEMNITIES
    1. In addition to the Seller’s warranties referred to elsewhere in this Agreement, the Seller warrants that:
      1. it will not carry out any Anti-Competitive Behaviour;
      2. it shall strictly adhere to all applicable laws in South Africa in the performance of its obligations under this Agreement (including in relation to the operation of its facilities and its labour practices);
      3. if it is a business, it validly exists and is in good standing under the laws of the country in which the business was registered; and
      4. it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights it grants hereunder, and the Seller hereby indemnifies Reed 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 aforegoing warranties.
    2. The Seller shall use counsel reasonably satisfactory to Reed, to defend each indemnified claim set out in this clause 17 or elsewhere in this Agreement. In the event that Reed determines that any indemnified claim might adversely affect us, we may take control of the defence at our expense, provided that the Seller shall offer all necessary assistance in connection with such defence. The Seller may not consent to the entry of any judgment or enter into any settlement of an indemnified claim without our prior written consent, which shall not be unreasonably withheld.


  • LIMITATION OF LIABILITY
    1. Reed shall not under any circumstances be liable to the Seller for any consequential, incidental, indirect, special or punitive damages (such as those arising from loss of income, loss of goodwill or profits, or business interruption) arising out of this Agreement or otherwise.
    2. Reed’s aggregate liability to the Seller arising out of or in connection with this Agreement or the Transactions shall not exceed at any time the total amounts during the prior three month period paid by the Seller to Reed in connection with the Services.


  • RELATIONSHIP BETWEEN PARTIES AND NON-SOLICITATION
    1. You hereby appoint us as your payment-processing agent for the limited purpose of receiving Sales Proceeds on your behalf. Except as provided in the preceding sentence, the Seller and Reed are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. The Seller shall have no authority to make or accept any offers or representations on our behalf.
    2. This Agreement shall not create an exclusive relationship between the Seller and Reed.
    3. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the Parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement.
    4. For the duration of the Term, and for a twelve month period immediately after the expiry of the Term, the Seller will not directly or indirectly recruit, employ or otherwise solicit any current Reed employee to act in any capacity with the Seller. For the purpose of this clause, “any capacity” includes a shareholder, member, partner, trustee, consultant, employee or agent of the Seller, or to be otherwise compensated by the Seller.


  • WEBSITE
    1. Notwithstanding any provision of this Agreement, we shall have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Website and the Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, the Website and the Service and any element, aspect, portion or feature thereof (including the placement of any Product listings on the Website), from time to time).
    2. Whilst Reed takes reasonable measures to ensure that the content of the Website is accurate and complete, Reed makes no representations or warranties, whether express or implied, as to the quality, timeliness, operation, integrity, availability or functionality of the Website or as to the accuracy, completeness or reliability of any information on the Website. Such information is provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, completeness, or non-infringement, as may be allowed in law. If any such representations or warranties are made by Reed’s representatives, Reed shall not be bound thereby.
    3. Reed disclaims liability for any damage, loss or expenses, whether direct, indirect or consequential in nature, arising out of or in connection with the use of, or inability to use the Services, the Website, and/or any content therein unless otherwise provided by law.
    4. In addition to the disclaimers contained elsewhere in this Agreement, Reed also makes no warranty or representation, whether express or implied, that the information or files available on the Website are free of viruses, spyware, malware, trojans, destructive materials or any other data or code which is able to corrupt, destroy, compromise, disrupt, disable, harm, jeopardise or otherwise impede in any manner the operation, stability, security functionality or content of your computer system, computer network, hardware or software in any way. You accept all risk associated with the existence of such viruses, destructive materials or any other data or code which is able to corrupt, compromise, jeopardise, disrupt, disable, harm or otherwise impede in any manner the operation or content of a computer system, computer network, any handset or mobile device, or your hardware or software, save where such risks arise due to the gross negligence or wilful misconduct of Reed, its employees, agents or authorised representatives. Reed thus disclaims all liability for any damage, loss or liability of any nature whatsoever arising out of or in in connection with your access to or use of the Services or Website.
    5. We will use reasonable endeavours to maintain the availability of the Website, except during scheduled maintenance periods, and are entitled to discontinue providing the Website, or any part thereof with or without notice to you.
    6. Reed may in its sole discretion terminate, suspend and modify the Website, with or without notice to you. Reed retains the right to immediately halt any Transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise deemed unsuitable for sale as per Reed’s discretion.


  • GENERAL
  • No indulgence or extension, which Reed may allow to the Seller, will be regarded as a variation of this Agreement, or a waiver of Reed’s rights in terms of this Agreement.
  • The Seller shall not be entitled to cede, assign, transfer, make over, sublet, subcontract, delegate or alienate any of its rights or obligations in terms of this Agreement without Reed’s written consent.
  • The headings in this Agreement have been inserted for convenience only and shall not be used for nor assist or affect its interpretation.
  • No remedy conferred by this Agreement is intended to be exclusive in any other remedy that is otherwise available in law, unless expressly limited in this Agreement. Each remedy shall be cumulative and in addition to any other remedy granted in terms of this Agreement or otherwise available in law. The election of any one or more remedy by any of the parties shall not constitute a waiver by such party of the right to pursue any other remedy.
  • If any provision of this Agreement is rendered void, illegal or unenforceable in any respect such provision shall be severable and the validity, legality and enforceability of the remaining provisions of this Agreement shall remain in full force and effect.
      1. The parties agree that the rule of interpretation to construe contract terms against the drafter, namely the contra proferentem rule shall not be applicable.
  • This Agreement may be executed in one or more counterparts which, when read together, will constitute a single binding agreement.
  • For the purpose of delivery of all notices and/or processes arising from or in connection with this Agreement, the Seller chooses as its domicilium citandi et executandi the address stated in the Seller’s application or registered office of the Seller.
  • To the extent that the CPA applies to this Agreement, any provisions contained herein which are in conflict with Section 51 shall be read as being pro non scripto and as such shall not be binding as between the parties.
  • The signatory to this Agreement hereby confirms that the entire contents of this Agreement and all its terms and implications and consequences of the terms has been fully explained to them and that they understand all the legal effect thereof and expressly agrees to the legal effect thereof.





SIGNED FOR THE SELLER

SIGNED FOR REED

SIGNATURE

 

SIGNATURE

 

The signatory warrants his/her authority to sign this Agreement on behalf of the company AND further verifies that he/she is mandated to bind the company to the terms and obligations of this Agreement. the signatory further warrants that he/she has read, fully understood and considers the company bound by this Agreement

The signatory warrants his/her authority to sign this Agreement on behalf of the company AND further verifies that he/she is mandated to bind the company to the terms and obligations of this Agreement. the signatory further warrants that he/she has read, fully understood and considers the company bound by this Agreement

Date

 

Date

 

Name

 

Name

 

Company

 

Company

 

Job Title

 

Job Title