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.dev.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
- Unless provided otherwise, the words and expressions set out beneath shall bear the accompanying meanings and related expressions shall bear corresponding meanings:
- “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.
- “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.
- “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:
- the terms of this Agreement (including all Annexures and policies referred to thus or appended hereto); all trade secrets;
- existing or examined services, designs, innovation, processes, specialized data, building, techniques, methodologies and concepts and any information related thereto;
- “Transaction Information”, all Payment Card Data and all Tax Codes of RealPPE Marketplace.
- “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);
- “Buyer” means a customer purchasing products through the RealPPE Site;
- “Effective Date” means the date of acknowledgment of this Agreement;
- “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;
- “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;
- “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);
- “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,
- “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.
- “RealPPE Site” means www.dev.realppe.co.za and pertinent applications;
- “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;
- “On-Time Shipping Standard” means the time specified for each order to be processed and conveyed;
- “Orders” means orders put by a buyer through the RealPPE Site for the purchase of products;
- “Party” or “Parties” means, separately, RealPPE Marketplace or the Seller as the setting requires and, together, RealPPE Marketplace or the Seller;
- “Payment Card” shall mean a charge or credit type card used for monetary transactions;
- “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;
- “PII” means any information that can be used to distinguish an individual as well as information that constitutes personal identifiable or recognizable information
- “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;
- “Item Information” means the product information that RealPPE Marketplace requires;
- “Public Promotions” means any open promotions by and large accessible to all users of the RealPPE Site;
- “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
- “Sales Proceeds” means the gross sales proceeds from the sale of the Products, including VAT and barring shipping;
- “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;
- “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;
- “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;
- “Seller Marks” means Seller’s name, trademarks, service marks and logos;
- “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;
- “Seller Site” means any website, other than the RealPPE Site, where a seller displays any information identified with the Seller or its products;
- “Service Provider” means an outsider that provides the broad software and services for the RealPPE Marketplace Platform;
- “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;
- “Transaction Information” means the Buyer’s Order information, including however not restricted to the Buyer’s name, email address, shipping address.
2. INTERPRETATION
- 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.
- 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.
- In case of conflict between the provisions of this Agreement and any Annexures attached hereto, the provisions of the Annexures shall prevail.
- 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.
- 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.
- 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
- Seller can use the RealPPE website by accessing the same through any internet connected device which supports the same access.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- Transaction fees for keeping the sales proceeds in safe custody on behalf of the seller (ie. escrow service) will be borne by the marketplace
- 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
- 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
- Seller acknowledges and agrees that:
- RealPPE may contract Service Providers (e.g. Tradesafe and uAfrica) to provide management software and services for the RealPPE Marketplace Platform; and
- 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.
- 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:
- 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.
- 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.
- Any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete.
- 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
- 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.
- 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:
- 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.
- 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;
- provide RealPPE Marketplace through the Seller Portal, with an everyday stock feed for all Products;
- provide to RealPPE Marketplace all Content requested by RealPPE Marketplace, including without limitation, the Product information as set forward in the Seller Portal;
- only provide Content for Products that fit into the categories or parameters as set forward in the Seller Portal.
- 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.
- 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
- 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
- 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.
- Upon RealPPE Marketplace’s request, Seller will expeditiously give RealPPE Marketplace:
- Certificates of authenticity (or similar documentation) for Products; and
- 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.
- 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)
- 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.
- An Order is deemed finished just a single time, when:
- The Product has been delivered with a proof of delivery confirmed by the buyer; and
- 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”).
- 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.
- 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.
- 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:
- a time of ninety (90) calendar days following the underlying date of suspension; or
- completion of any investigation(s) in regard to Seller’s actions and additionally execution regarding this Agreement.
- 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
- 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.
- 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.
- Sellers will only get Orders that have been settled completely via RealPPE Marketplace’s payment platform.
- 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.
- 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.
- 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.
- 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.
- 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.
- Risk of Fraud, Loss, and Cancellation: RealPPE Marketplace and its Service Providers will not bear the risk of fraud committed on any Order.
- 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
- 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.
- 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:
- Suppose the original order has 10 items, and the total value of the order is R10000.
- 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.
- Therefore, the applicable discount/credit on the amended order is 5% of R1000, which equals R50.
- Therefore, the amended order shall show a new order value of R9000 less discount/credit of R50, resulting in final order value of R8950.
- 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)
- 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 - 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.
- Timing of Order transmission:
- 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.
- 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.
- RealPPE will use all reasonable and economically suitable means to attempt to minimize such delays.
- Shipping Method (see uAfrica website for additional information):
- 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.
- 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.
- 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.
- 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.
- Shipping Terms:
- 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.
- 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.
- 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.
