Terms of service

DROPSTORE Reseller TERMS OF SERVICE 

Dropstore, Pty Ltd (“Dropstore”) owns and operates the website located at www.dropstore.co.za (“Website”), the Dropstore Platform (as defined below) and the Dropstore application available on Shopify, WooCommerce and other providers (the “Dropstore App”). These terms of use apply to all Resellers (as defined below) who use the  Service. 

By registering as a Reseller on the Dropstore Platform, you indicate your acceptance of these Reseller Terms. If you do not accept these terms, then do not use the Dropstore Platform or the Services as a Reseller. These  Reseller terms may be amended or updated by Dropstore from time to time without notice and may have changed since your last visit to the Website or used the Dropstore Platform. It is your responsibility to review these Reseller Terms for any changes. Your use after any amendments or updates of these terms of use shall signify your assent to and acceptance of such revised terms. Any new features that may be added to this website from time to time will be subject to these terms of use, unless stated otherwise. You should visit this page periodically to review these terms of use. 

If you are agreeing to these terms of use on behalf of an entity, you hereby represent and warrant that you have all necessary permissions and authority to agree to these terms of use and to bind the entity to its terms. 

In order to use the Dropstore Platform and the Services, you may be required to provide certain information, including personal information. All personal information you provide will be treated in accordance with the Dropstore Privacy Policy, the terms of which are incorporated by reference into this agreement. 

Dropstore SUBSCRIPTION SERVICE TERMS 

DEFINITIONS AND INTERPRETATION 

Definitions. For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings: “Agreement” means the Sign-Up Form and these Reseller Terms (as updated from time to  time); 

“Dropshipped” and “Dropshipping” means sending Products directly from Supplier to an End Customer on behalf of a Reseller; 

“End Customer” means an end customer of a Reseller to whom any Products are to be Dropshipped; 

“Listing Price” means the price that Supplier lists against the Products as being the price that the Supplier shall charge Resellers for selling such products, exclusive of transaction fees, taxes and shipping costs. 

“MSRP” means the minimum suggested retail price, being the price that Supplier may recommend to Resellers as the sale price for Products to End Customers. 

“Sign-Up Form” means the online sign-up or registration form completed by Reseller and  which refers to these terms, and which may set out certain commercial terms such as the term, fees and features of the Service to be delivered to Reseller; 

“Personal Data” means any information or data that alone or together with any other information relates to an identified or identifiable natural person (“data subject”), or data considered to be personal data under Privacy Laws. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 

“Privacy Laws” means any law, statute, directive, or regulation, including any and all legislative and/or regulatory amendments or successors thereto, regarding privacy, data protection, information security obligations and/or the processing of Personal Data (including without limitation the General Data Protection Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as amended or superseded from time to time). 

“Products” means Supplier’s products listed by Supplier through the Service, including without limitation those specified in the Sign Up Form (if any) and as may otherwise be updated by Supplier from time to time in accordance with the terms of this Agreement. “Reseller” means the entity registering as “Reseller” through the sign-up form, where the entity wishes to receive Dropshipping services from Suppliers in accordance with these terms “Reseller Order” means an order by a Reseller for Products from the Supplier submitted through the Dropstore Platform. 

“Services” means the services offered by Dropstore and subscribed for by Reseller under the Master Agreement; 

“Shipping Price” means the fee listed on the Dropstore Platform by Supplier for Dropshipping any Products to End Customers; 

“Dropstore Platform” means Dropstore’s online, web-based marketplace platform and linked Shopify and WooCommerce application that allows Resellers to purchase products directly  from suppliers who have subscribed to Dropstore’s services, which products are to be drop-shipped by such suppliers to the End Customer; 

“Supplier” means a supplier who has subscribed to the Dropstore Platform, primarily for the  purpose of using the Dropstore Platform as a marketplace for Reseller to list supplier products on their online store and having those products Dropshipped by that supplier to that Reseller’s End Customers. 

“Supplier Profile” means the Supplier’s profile on the Dropstore Platform, which is available  for Resellers to view and on which Suppliers may detail information regarding the Supplier, its location, its terms of supply, Processing Time, Shipping Time and such other information as Dropstore may permit or require from time to time. 

“Term” has the meaning given in Section 11.1; 

“Total Fees” means, in respect of a Reseller Order, the aggregate of the Listing Price for all Products ordered, the Shipping Price, and transaction fees that Dropstore may impose and any applicable sales, value-added or similar taxes; and 

“User” means an employee, contractor or agent of Supplier who is authorised by Supplier to use the Service, and who has been supplied a user account and password by Supplier (or by Dropstore at Supplier’s request) for the Service. 

In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) all usage of the word “including” or the phrase “e.g.,” in this Agreement shall mean “including, without limitation,” throughout this  Agreement; (c) all rand amounts are expressed in South African Rands (ZAR) unless expressly provided otherwise on the Sign-Up Form. 

Headings and the division of this Agreement into articles and sections are for convenience of reference only and shall not affect the interpretation hereof. If there is any conflict or inconsistency between the terms in the various parts of this Agreement, these Terms will take precedence. 

MARKETPLACE AND LICENSE TERMS. 

Dropstore Platform as a Marketplace. The Dropstore Platform is an online marketplace that enables suppliers (including the Supplier) to publish their products (including the Products) on the Dropstore Platform for Resellers to view, list on the Reseller’s own online stores, and sell directly to End Customers on the basis of the products being Dropshipped by the supplier. As the provider of the Dropstore Platform, Dropstore does not purchase, sell, resell, provide, control, manage, offer, deliver, supply or Dropship any Products. If a Resellers orders a Product to be Dropshipped by Supplier, Reseller and Supplier are entering into a contract directly with each other. Additional terms required by a Supplier may be published by Supplier on the Supplier Profile through the Dropstore Platform, or as otherwise communicated between Reseller and Supplier. Dropstore is not and does not become a party to or other participants in any contractual relationship between Resellers and Suppliers. Dropstore is not acting as an agent in any capacity for any Reseller nor for the Supplier. 

Provision of Service. Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement, Dropstore shall make the Service available to Reseller during the Term for use in Reseller’s business on a non-exclusive, non-transferable basis. Use Guidelines. Reseller shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Service available to any third party; (ii) interfere with or disrupt the integrity or performance of the Service or the data  contained therein; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) disclose any benchmarking or results of the Service to third parties without Dropstore’s prior written consent. 

Restrictions. Reseller shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the  Service. 

Service Changes by Dropstore. Dropstore reserves the right to alter, suspend, or discontinue the Service or the Dropstore Platform at any time and for any reason or no reason without any liability to Reseller. In such cases, Dropstore will endeavour to give notice of such changes. The Service may also be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Dropstore may periodically add or update the information and materials on the Dropstore platform without notice. 

Reseller RESPONSIBILITIES 

Pricing. Reseller is free to determine the price that it charges for such Products to its End Customers, unless Minimum Advertised Pricing has been set by Supplier. Supplier shall only charge Reseller the aggregate of the Listing Price for all Products ordered, the Shipping Price and transaction fees that Dropstore may impose and any applicable sales, value added or similar taxes. 

Product Information provided by Suppliers. When listing Products available through the Dropstore Platform, Reseller may display any information or images listed by Suppliers in respect of such Products. However, Dropstore make no warranty, representation, or covenant as to the accuracy, completeness or sufficiency of such information or whether such information is in compliance with any legal, statutory or regulatory requirements, and expressly disclaims any and all responsibility in respect of any information made available by Suppliers through the Dropstore Platform. 

Images. Pictures, animations or videos (collectively, “Images”) uploaded to the Service in  respect of the Products must accurately reflect the quality and condition of the Products. Dropstore reserves the right to require that Products have a minimum number of Images of a certain format, size and resolution. All Images must be original with no watermarks or text. Supplier shall use all reasonable endeavours to comply with Dropstore’s policies on Images as communicated by Dropstore to Supplier from time to time. Suppliers give  Dropstore and Dropstore Resellers the right to use such images for sales and marketing purposes. 

Reseller Profile. Reseller shall complete all the required fields on the Reseller Profile. Reseller is responsible for all content posted and activity that occurs under Reseller’s account. 

RETAIL ORDERS. 

Contract between Reseller and Supplier. Where Reseller submits a Reseller Order through  the Dropstore Platform for Products listed as available, Reseller and Supplier are entering into a  legally binding agreement under which Supplier agrees to Dropship the Products to the  specified End User at the Listed Price, plus applicable transaction fees, taxes and Shipping  Fees. Such agreement shall incorporate the minimum terms set out below and such other lawful and non-conflicting terms as may be set out in Supplier’s Supplier Profile at the time of the Reseller Order. DROPSTORE IS NOT PART OF, AND HAS NO RESPONSIBILITY OR LIABILITY IN RESPECT OF, ANY SUCH CONTRACT. 

Return Policy. Each Supplier’s return policy is set out in the applicable Supplier Profile.  Dropstore will work with Reseller in good faith in respect of enforcing such return policy.  DROPSTORE HAS NO CONTROL OVER THE ACTIONS OF SUPPLIERS AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY SUPPLIER  OF ITS OBLIGATIONS. 

No marketing materials. When shipping Dropstore orders, each Supplier agrees that it will not include any marketing or promotional material such as coupons/gift certificates that  encourage the End Customer to buy directly from Supplier’s website or otherwise seeks to  divert business away from Reseller or Dropstore. Each Supplier agrees that only the invoice provided by Dropstore will be included in Dropstore order packages. This invoice is made available to Supplier with every Reseller Order through the Dropstore Platform. DROPSTORE HAS NO CONTROL OVER THE ACTIONS OF SUPPLIERS AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY SUPPLIER OF ITS OBLIGATIONS. 

Processing times. Supplier must indicate its processing times as well as delivery times on the Supplier Profile. “Processing time” is the number of business days to ship and provide  tracking number. “Delivery times” is the estimated time it takes for the package to get to the customer after it is shipped. If the orders are processed late, Reseller may cancel the Reseller  Order through the Dropstore Platform and Dropstore will process a refund from Supplier to  Reseller. DROPSTORE HAS NO CONTROL OVER THE ACTIONS OF SUPPLIERS AND ACCEPTS NO RESPONSIBILITY OR LIABILITY IN THE EVENT OF A BREACH BY SUPPLIER OF ITS OBLIGATIONS. 

Reseller Order Total Fees Processing. The Total Fees in respect of Resellers Order shall be processed in accordance with “Fees and Payment” 

Disclaimer of responsibility. DROPSTORE DOES NOT PROCESS ANY Reseller  ORDERS, IT MERELY FACILITATES COMMUNICATION AND CONTRACT  BETWEEN Reseller AND SUPPLIERS. ACCORDINGLY, WHILE DROPSTORE WITH  Reseller AND SUPPLIERS TO RESOLVE ANY ISSUES THAT MAY ARISE,  DROPSTORE EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE  PROCESSING OF ANY Reseller ORDER, INCLUDING WITHOUT LIMITATION  THE DELIVERY OF ANY Reseller ORDER, THE CONTENT OF ANY Reseller  ORDER, ANY INCORRECT, LATE, DAMAGED, BROKEN, UNSAFE, UNLAWFUL  DELIVERY, ANY FAILURE TO MAKE DELIVERY, AND DELIVERY TO A WRONG  ADDRESS, OR ANY OTHER ACT, ERROR OR OMISSION IN RESPECT OF THE  PROCESSING OF OR FAILURE TO PROCESS A Reseller ORDER BY ANY  SUPPLIER. 

SERVICE TERMS 

Provision of Service. Conditioned on the terms and conditions of this Agreement and payment of the Fees, Dropstore shall make the Service available to Reseller during the term of the Reseller’s subscription and provide basic support to Reseller in respect to Reseller’s permitted use of the Service. Reseller acknowledges and agrees that the Service may be unavailable at times during the Term because of: (a) planned downtime; or (b) any unavailability caused by circumstances beyond Dropstore’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts  of terror, strikes or other labour problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Dropstore’s possession or reasonable control, and denial of service attacks. 

Reseller Responsibilities. Reseller is responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement. Reseller agrees to use the Service solely for lawful purposes only. In this respect Reseller may not, without limitation: (i) use the Service to manage any illegal operations, (ii) use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Service (including Dropstore’s proprietary software and apps which may be available for download on the Website), (iii) use the Service to send  any unsolicited commercial communication not permitted by applicable law; (iv) endanger any part of any system or Internet connection of Dropstore or any third party through use of the Service; or (v) infringe any applicable laws (including without limitation any Privacy Laws) when using the Service or in respect of information collected by Reseller through the use of the Service. Reseller agrees to comply with any and all Privacy Laws applicable to it use of the Service and its processing of Personal Data. In the event that Reseller processes any Personal Data of a data subject resident in the European Economic Area, the terms of Dropstore’s Data Processing Addendum (as set out on the Website) shall apply. 

Service Limitations. The Service is not a back-up service and accordingly Dropstore will not be responsible for any lost data due to server crashes or other events outside Dropstore’s  reasonable control.

Incremental Services. From time to time, additional Dropstore or third-party functionality (such functionality being deemed not to be part of the Service) may be made available by Dropstore to Reseller and which additional functionality may be purchased by Reseller for additional fees in accordance with any additional terms and conditions specified by Dropstore. 

FEES AND PAYMENT. 

Collection of Total Fees from Reseller. Unless otherwise indicated, Dropstore will collect the Total Fees from a Reseller at the time that Reseller submits the Reseller Order. Reseller Orders shall not be processed unless and until such time as the Total Fees payment clears. In the event of delay in a clearing of payment (which may be outside of Dropstore’s control), Reseller Orders may be delayed or subject to cancellation without further liability of Dropstore. Failure of payment may result in not processing or cancellation of a Reseller Order without further notice to Reseller. It is Reseller’s responsibility to ensure that its payment details are complete and accurate and ingood standing. 

Fees. We provide both free (“Free plan”) and paid plans (e.g., Starter plan, Lite plan, Basic plan, Standard plan, and Premium plan) Services. Free plan and paid services are provided on per account basis. The Services are a prepaid subscription service with monthly (30 days) or annual (360 days) payments. Except to the extent otherwise set forth the Sign-Up form, the subscription automatically renews at the end of the paid period unless explicitly cancelled before the start of new billing period. In consideration for the receipt of the Service, Reseller shall pay Dropstore the fees specified in the Sign-Up form, as may be varied by Dropstore from time to time by no less than 30 days prior notice in writing to Reseller. 

Refunds. All charges for the paid services (“Charges”) are posted on the Website, or otherwise set forth in the Agreement. You agree to pay for paid services according to these Terms. Charges paid by Customer are non-refundable. If Dropstore terminates this Agreement because you breached this Agreement or any applicable laws, no refund will be issued even if you have unused, prepaid amounts for Services under this Agreement. If we determine that you have abused the system in any way, and we shut down your account, we do not provide refunds for unused Services.

Invoicing and Payment. Fees for the Service will be invoiced on a monthly basis unless otherwise specified in Sign Up Form. Unless otherwise stated in an invoice, charges are due on the invoice date and may be deducted automatically from the payment method provided by Reseller. Reseller is responsible for maintaining complete and accurate billing, payment and contact information with Dropstore. 

Unsuccessful Payments. Monthly payments are due every 30 days starting from your first payment (or 360 days in case of an annual plan). In case of an unsuccessful charge to credit card, we’ll automatically suspend paid features of your plan (downgrade to Free plan) until monthly or annual payment can be processed.

Taxes. Unless otherwise stated, Dropstore’s fees and Total Fees do not include any direct or  indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or  withholding taxes (collectively, “Taxes”). Reseller is responsible for paying all Taxesassociated with the Service Fees and any Reseller Orders, excluding taxes based on Dropstore’s net income or property. 

Audit Rights. Dropstore shall have the right to use the capabilities of the Service to confirm Reseller’s compliance with this Agreement, including without limitation the fees payable hereunder. 

Suspension of Service. If Reseller’s account is overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Dropstore reserves the right to suspend the Service provided to Reseller, without liability to  Reseller, until such amounts are paid in full. 

PROPRIETARY RIGHTS. 

Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Dropstore reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Reseller in this Agreement other than as expressly set forth in this Agreement. 

Reseller Data. As between Reseller and Dropstore, Reseller will own and retain ownership of content provided, stored and processed through the Service (“Reseller Data”). Reseller 

hereby grant Dropstore a worldwide, royalty-free, and non-exclusive license during the Term to access Reseller Data in order to: (i) provide the Service, including storing, hosting and management of such content; and (ii) create Pattern Data (as defined in Section 7.4 below). Together Sections 7.2(i) and (ii) constitute the “Content License”). Reseller understand that Dropstore, in performing the required technical steps to provide the Service, may (a) transmit or distribute Reseller Data over various public or private networks and in various media; and (b) make such changes to Reseller Data as are necessary to conform and adapt that Reseller Data to the technical requirements of connecting networks, devices, services or media. Reseller confirm and warrant to Dropstore that Reseller have all the rights, power and authority  necessary to grant the above Content License and that use of the Reseller Data in the manner contemplated will not breach the rights of any third party. 

Content Responsibilities. Reseller is responsible for any and all content provided hereunder and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable all material comprising Reseller Data to be made available to Dropstore for Dropstore to transmit, host and store. For greater certainty, Reseller shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Reseller Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify Dropstore promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service. 

Pattern Data. “Pattern Data” means non-personally identifiable information, data and  reports derived from or compiled through the Service, including but not limited to demographics data, aggregated statistics on user conversion, location data and trend data such as aggregated data and statistics which may indicate frequency and type of use of the Service, and popularity of the Service. For greater certainty, Pattern Data is data that does not identify a specific Reseller, its business contracts or its end users. As between Dropstore and Reseller, all right and title to Pattern Data belongs to Dropstore and accordingly Dropstore is free to use Pattern Data for any purpose including the improvement of the Service. 

Suggestions. Dropstore shall have a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by Reseller relating to the operation of the Service. 

Copyright and Trademark Information. Except for Reseller Data, the Dropstore platform, and the information and materials that it contains, are the property of Dropstore and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions and other intellectual property laws. All Dropstore product names and logos are trademarks or registered trademarks. Nothing contained on the Dropstore platform should be construed as granting, by implication, estoppel, or otherwise, any  license or right to use the Dropstore platform or any materials displayed on the Dropstore platform, through the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of Dropstore. Reseller shall not attempt to override or circumvent any of the usage rules or restrictions on the Platform. 

CONFIDENTIALITY. 

Definition of Confidential Information. As used in this Agreement, “Confidential  Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Service, business and marketing plans, technology and technical information, product designs, and  business processes. Confidential Information shall not include any information that: (i) is or  becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. 

Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the  Disclosing Party’s prior written permission. 

Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner as it protects the confidentiality of its own proprietary and  confidential information of like kind (but in no event using less than reasonable care). 

Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential  Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of  such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the  Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. 

Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections  contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate. 

WARRANTIES AND DISCLAIMERS. 

General Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. 

General Service Warranties. Dropstore represents and warrants that during the Term (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. For greater certainty, Dropstore does not warrant that  Reseller’s use of the Service will be error-free or uninterrupted. In the event of interruption, Dropstore will on receipt of a valid request by Reseller provide the Reseller with a pro-rata  credit for each complete day of interruption, which will be applied toward future billings. 

Disclaimers. The Service is provided by Dropstore to Reseller on an ‘as is’ basis, and except as provided in Section 9.1 and 9.2 there are no warranties, representations or conditions, express  or implied, written or oral, arising by statute, operation of law, course of dealing, usage of  trade or otherwise, regarding the Service or in connection with this Agreement by Dropstore  (including its affiliates, licensors, vendors and subcontractors). Dropstore (including its  affiliates, licensors, vendors and subcontractors) disclaims any implied warranties or conditions of merchantable quality, satisfactory quality, merchantability, durability, fitness  for a particular purpose and/or non-infringement. Dropstore (including its affiliates, licensors, vendors and subcontractors) does not represent or warrant that the Service will meet any or all of Reseller’s particular requirements, that the Service will operate error-free or uninterrupted  or that all errors or defects in the Service can be found or corrected.

Security. Information sent or received over the Internet is generally unsecure and Dropstore cannot and does not make any representation or warranty concerning security of any communication to or from the Dropstore platform or any representation or warranty regarding  the interception by third parties of personal or other information. 

LIMITATION OF LIABILITY. 

Limitation of Liability. In no event shall Dropstore’s aggregate liability arising out of or related to this agreement, whether in contract, tort (including negligence) or under any other theory of liability, exceed actual damages up to a maximum of R10,000. 

Exclusion of Consequential and Related Damages. In no event shall either party have any liability to the other party for any indirect, special, incidental, punitive, or consequential damages (including, without limitation, damage for loss of business, loss of revenues, loss of  profits, business interruption, loss of data, lost savings or other similar pecuniary loss) however caused and, whether in contract, tort (including negligence) or under any other theory of liability, whether or not a party has been advised of the possibility of such damages. 

Certain Damages Not Excluded. Notwithstanding the foregoing provisions of this section 10, no limitation of either party’s liability set forth in this agreement shall apply to (I) damages arising from a party’s breach of its confidentiality obligations, or (II) damages  arising from infringement and/or misappropriation of a party’s intellectual property rights. 

TERM AND TERMINATION. 

Term of Agreement. This Agreement shall commence as of the Effective Date and shall  continue for the initial term indicated on the Sign-Up Form. On expiry of the Initial Term, this Agreement will automatically continue until terminated by either party on provision of  not less than two (2) weeks written notice. The initial term and any continuation collectively constitute the “Term”. 

Obligations on Termination or Expiration. Notwithstanding any termination or expiration  of this Agreement, Reseller shall settle any payment obligations incurred pursuant to Section 4.1. Each party will return or destroy at the election of the disclosing party, the Confidential Information of such disclosing party. 

Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 1, 5-8, 9.2, 9.3 and 10. 

GENERAL PROVISIONS. 

Relationship of the Parties. The parties are independent contractors. This Agreement does  not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 

Third-Party Beneficiaries. Every right, exemption from liability, release, defense, immunity and waiver of whatsoever nature applicable to Dropstore under this Agreement shall also be available and shall extend to benefit and to protect Dropstore’ affiliates and its and their officers, directors and employees and for such purposes Dropstore is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons. 

Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to each party shall be addressed to such party’s signatory of this Agreement. 

Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 

Force Majeure Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment  amounts due and payable immediately prior to the commencement of such force majeure event. 

Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this  

Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of  this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 

Governing Law. This Agreement will be governed by the laws in force in the Republic of South Africa and each party unconditionally submits to the non exclusive jurisdiction of the court of the Republic of South Africa in relation to any legal action, suit or proceedings arising out of or with respect to this Agreement.

Venue; Waiver of Jury Trial. The parties submit to the jurisdiction of the High Court of South Africa, South Gauteng High Court and the parties submit to the jurisdiction of the Magistrate’s Court or the Regional Court irrespective of whether the amount claimed by us exceeds the applicable monetary limit allowed to institute a claim in the Magistrate’s Court or Regional Court. 

Further Assurances. Each party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement. 

Complete Understanding. These Terms, the Sign-Up Form and any external documents referenced therein (including delivery timetables and deliverable requirements), constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter. 

Last Updated: 27 January, 2021