ZENTRAEDI ZENSERV GENERAL TERMS AND CONDITIONS 1. INTRODUCTION 1.1. These GENERAL TERMS AND CONDITIONS (this "Agreement") are entered into between ZENTRAEDI referred to as ZENTRAEDI/we/us/our and Customers ("Customer/you"). ZENTRAEDI and Customer are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties". 1.2. Any Customer who wishes to use the ZENSERV offering must accept these General Terms and Conditions and the ZENTRAEDI ONLINE Website Terms and Conditions. 2. DEFINITIONS 2.1. Acceptance Date means the date on which the Customer accepted the Agreement, be that in writing or by way of electronic medium, for example by clicking I agree on a web page or via your mobile phone, or telephonic acceptance; 2.2. Agreement means the agreement which consists of these Zentraedi-Zenserv terms and conditions and, the Engagement Letter; 2.3. Amazon means Amazon Inc. an online retail company and the largest e-commerce company; 2.4. Business Day means Monday to Friday, but excludes Saturday, Sunday and a day which is an official public holiday in the Republic of South Africa; 2.5. Buyer means the person who purchases the Products; 2.6. ECT Act means the Electronic Communications and Transactions Act, 2002; 2.7. "Force Majeure Event" means an event that is beyond the reasonable control of a Party that has occurred without its fault or negligence; 2.8. "Laws" shall mean all laws (statutory, judicial or otherwise), regulations, judgments, rules, orders, directives and requirements of any Governmental Authority; 2.9. Logistics Fee means the applicable fee for transport and shipment of the Products; 2.10. Marketing Services means optional services offered by ZENTRAEDI SA for additional fees; 2.11. Monthly Listing Fee means a non-refundable flat fee per month per listing in accordance with the Engagement Letter payable by debit order;
2.12. Purchase Price means the retail price of the Product as listed on Amazon; 2.13. Products means all goods provided to and listed by ZENTRAEDI on the Amazon Platform which shall be described in the Engagement Letter; 2.14. Services means any subscription services offered by ZENTRAEDI to the Customer described as ZENSERV in terms of this Agreement, which shall be defined in the Engagement Letter; 2.15. Stock means all stock on Products on consignment; 2.16. Engagement Letter means the proposal document provided by ZENTRAEDI and accepted by the Customer which the terms thereof are incorporated into this Agreement; 2.17. The Commencement Date means the date of receipt of the Monthly Listing Fee; 2.18. Unit means a single item of the Products; 2.19. Website means www.zentraedionline.com; 2.20. ZENTRAEDI means Zentraedi SA and Zentraedi USA collectively; 2.21. Zentraedi SA means Zentraedi (Proprietary) Limited; 2.22. Zentraedi USA means Zentraedi Limited Liability Company. 3. GENERAL 3.1. This Agreement shall apply to the appointment of ZENTRAEDI by the Customer for the provision of the Services. The terms of aengagement Letter shall take precedence over any conflicting terms under this Agreement. WHEREAS the Customer agrees to remunerate ZENTRAEDI SA for the provision of the Services, and WHEREAS the Customer agrees to export the Products under ZENTRAEDI USA s applicable licences, the Parties further agree as follows: 4. SUBSCRIPTION AND PAYMENT TERMS 4.1. Upon acceptance of the Agreement ZENTRAEDI SA shall issue an invoice to the Customer which is payable immediately.
4.2. This Agreement shall commence upon acceptance of the terms of this Agreement by Customer by way of confirmation of acceptance by you and receipt of payment of the Monthly Listing Fee. In the event that the Commencement Date is not the first of a calendar month a pro rata amount corresponding to the time period of the first month shall be due and payable. Thereafter ZENTRAEDI SA shall issue monthly invoices for the full Monthly Listing Fee payable via debit order on the first of every calendar month. 4.3. The term of this Agreement shall continue for an indefinite period of time unless terminated in accordance with the provisions of clause 5 below. 4.4. In accordance with clause 9.1 below, ZENTRAEDI SA shall issue invoices for the Logistic Fee on an ad hoc basis. Payment shall be done in accordance with the terms of the invoice. Full payment is required prior to shipment and/or transport of the Products. 4.5. All Marketing Services shall be payable by the Customer to ZENTRAEDI SA on presentation of invoice in accordance with payment terms set on the invoice. ZENTRAEDI SA shall not deliver such services until the fee is paid up in full. 4.6. ZENTRAEDI reserves the right to increase its fees on written notice to the Customer. 5. TERMINATION 5.1. Notwithstanding the provisions of clause 4 above you may terminate this Agreement on written cancellation notice to ZENTRAEDI SA at any time by giving one calendar month notice ( Termination Date ). 5.2. Upon termination of this Agreement ZENTRAEDI shall: 5.2.1. Subject to clause 5.2.2 where there is an unsold inventory, continue to market the Products on Amazon for an indefinite period until such time as all the units of the inventory have been sold, or as otherwise required by Amazon, or permitted by law or in this Agreement. ; 5.2.2. Where there is an unsold inventory and the Customer requires the Products to be returned to the Customer all cost of courier, transport, delivery and all associated costs shall be for the account of the Customer. The Customer understands and agrees that some of the stock may have been marked as reserved due to pending sales. Under such circumstances sufficient and reasonable time shall be afforded in accordance with acceptable practices for the stock to be taken into account into the Purchase and Stock Inventory.
5.3. In the event that the Customer terminates this Agreement for any reason whatsoever and thereafter enters into a new agreement with ZENTRAEDI in order to procure the Services for the same Products, all Monthly Listing Fees, and pro rata fees if any, for the period from the Termination Date to the new Commencement Date shall immediately become due and payable to ZENTRAEDI. ZENTRAEDI shall not deliver any Services until the Customer s fees account is settled in full. 6. ZENTRAEDI OBLIGATIONS 6.1. ZENTRAEDI provides online space to its Customers to display Products on the Amazon platform and make them available for order and purchase and further undertakes to: 6.1.1. Assist the Customer in assessing whether a Product is commercially viable on the Amazon platform; 6.1.2. Assist the Customer with pricing strategies; 6.1.3. Oversee all logistics and warehousing; 6.1.4. Assist the Customer with listings and all the required product descriptions, specifications and photographs; 6.1.5. Assist the Customer with designs and implement all marketing and sales strategies for the Products on the Amazon Platform; 6.1.6. Provide product liability cover; 6.1.7. Manage all before-sales and after-sales customer enquiries on the Customer s behalf; 6.1.8. Monitor sale trends of the Product and determine the number of units of the Product that will comprise consignment of inventories; and 6.1.9. Save for clause 7.1.11. where Products are to be exported, ZENTRAEDI warrants that it has complied with all applicable export control measures, laws and regulations. 6.2. At all times that ZENTRAEDI has Products owned by the Customer in its care and custody it shall procure and maintain adequate storage facilities and inventory insurance. 6.3. Hold and exercise reasonable care of the consigned Products. 7. CUSTOMER OBLIGATIONS 7.1. The Customer warrants the following:
7.1.1. To provide full, correct, accurate and true description of the product so as to enable the buyers to make an informed decision. The Customer agrees not to provide any such description/information regarding the product which amounts to misrepresentation to ZENSERV. 7.1.2. To deliver the Products of the ordered specifications and/or description only, including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of non-delivery. 7.1.3. The Customer shall maintain adequate stock/inventory of the items at all times wherever applicable in accordance with consignment inventories and orders by ZENSERV. 7.1.4. The Customer agrees to indemnify and keep indemnified ZENSERV from all claims/losses that may arise against ZENSERV due to acts/omission on the part of the Customer. 7.1.5. The Customer agrees to provide all necessary consent and complete all debit order authorisation forms. 7.1.6. The Customer declares that it has all rights and authorisations in respect of intellectual property rights of third parties and is authorised to sell/provide/licence such products to the buyer. The copy of such authorization shall be provided on demand without failure and/or protest. 7.1.7. To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through the Amazon Platform. 7.1.8. To pass on the legal title, rights and ownership in the Products sold to the purchaser. 7.1.9. To be solely responsible for any dispute that may be raised by the purchaser relating to the goods, merchandise and services provided by the Customer. No claim of whatsoever nature will be raised on ZENTRAEDI. 7.1.10. The Customer shall at all time during the existence of this Agreement endeavour to protect and promote the interests of ZENTRAEDI. 7.1.11. The Customer shall at all times be responsible for compliance of all applicable laws, if any, relating to the Product. 7.1.12. The Customer shall at all times be responsible for all warranties on the Products and handle Buyer s complaints regarding, if any. 9. SHIPPING, CONSIGNMENT AND PROCEEDS OF SALE
9.1. Prior to ZENTRAEDI taking delivery of the stock in its designated storehouse or facility, the Customer shall: 9.1.1. Pay all costs, including the Logistics Fee, shall be payable to ZENTRAEDI on presentation of invoice and; 9.1.2. Issue an export invoice to ZENTRAEDI at an agreed price ( Consignment Invoice ). 9.2. Subject to the provisions of clause 5 above and whilst ZENTRAEDI or its agent have custody of the Products, the legal ownership and title in the Products stored in the consignment stock shall remain with the Customer until the Buyer has paid Purchase Price in full and the Products are withdrawn from the consignment stock. 9.3. ZENTRAEDI, at its sole discretion, without any prejudice to any rights under this Agreement, may elect to return unsold Products to the Customer. 9.4. ZENTRAEDI and the Customer specifically agree that the Customer is entitled to a portion of the proceeds of the sale of the Products which shall be not less than 60 (Sixty) percent and not more than 70 (seventy) percent of the proceeds from the sale of a unit ( the Commission ). The Commission shall be agreed upon in writing between the Parties from time to time. Failure from the Customer to timeously enquire on the Commission amount will be an implied acceptance of the Commission amount. 9.5. The Commission amount is calculated and payable to the customer no later than 14 (fourteen) working days from the last day of the month in which the Product was sold. For avoidance of doubt a sale of a Product shall be deemed successful when the Product is withdrawn from the consignment stock. 9.6. ZENTRAEDI SA shall submit a monthly sale and reconciliation report to the Customer on or before the 7 th (seventh) day of each month under this Agreement. Subject to clause 5 the Customer agrees to and authorises ZENTRAEDI USA to set off and deduct the Commission from the Consignment Invoice until the invoice amount is settled in full. Subsequent Commission shall be paid in accordance with this clause upon presentation of an invoice by ZENTRAEDI SA from the Customer. 9.7. The Customer will hold ZENTRAEDI, its personnel, agents, affiliates or its providers harmless from any and all claims, damages and losses arising out of, or in connection, with the loss and/or damage to the Products. 10. DATA RETENTIION 10.1. ZENTRAEDI will use reasonable endeavours to ensure the safekeeping of any data or content which we may receive or upload to our servers from time to time (hereinafter collectively referred to as "your data"). However, it is your obligation to keep copies and back-ups of your data, as:
10.1.1. ZENTRAEDI will not be liable for any direct or indirect loss or damages of any kind, which you may suffer as a result of the loss of your data, or any part thereof, for any reason whatsoever; and 10.1.2. ZENTRAEDI will, unless otherwise required by law, delete all your data from our servers upon termination of the Agreement and any other agreement between us. 11. LIMITATION OF LIABILITY 11.1. Save to the extent otherwise provided for in the Agreement or where you are entitled to rely on or receive, by operation of law, any representations, warranties or guarantees, we do not make or provide any express or implied representations, warranties or guarantees regarding the availability, accuracy, reliability, timeliness, quality or security of any product or service. 11.2. Without limiting the generality of the provisions of clause 11.1, ZENTRAEDI shall not be liable for and you will have no claim of whatsoever nature against ZENTRAEDI as a result of including but not limited to: 11.2.1. any unavailability of, or interruption in the service due to an uncontrolled event; 11.2.2. any damage, loss, cost or claim which you may suffer or incur arising from any suspension or termination of the Services for any reason contemplated in the Agreement. 11.3. In addition to and without prejudice to any other limitations of liability provided for in the Agreement and to the fullest extent permitted by applicable law, ZENTRAEDI shall not be liable to you for any direct damages howsoever arising and neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or relating to the Agreement, whether resulting from negligence, breach or any other cause. 12. BREACH 12.1. Subject to any other provisions set out in these general terms and conditions and without prejudice to any of these provisions, should you be in breach of any provision of this Agreement, then ZENTRAEDI shall be entitled at its discretion, without prejudice to any other rights that it may have and to the extent required or permitted, as the case may be, by law, to forthwith: 12.1.1. afford you a reasonable opportunity to remedy the breach, taking into account the nature of the breach in question; or
12.1.2. suspend your access to the Services; or 12.1.3. cancel all agreements concluded between the parties; or 12.1.4. claim immediate performance and/or payment of all your obligations in terms hereof. 12.2. In the event that Amazon suspends or temporarily revokes ZENTRAEDI s right or licence to use its platform for any reason whatsoever the Customer shall provide ZENTRAEDI a minimum of 10 business days to resolve the issue and resume its obligations under this Agreement. This shall under no circumstances be construed as a breach of this Agreement and/or warrant cancelation thereof. 12.3. The Customer chooses domicilium citandi et executandi ( domicilium ) for all purposes relating to this Agreement, including the giving of any notice, the payment of any sum, the serving of any process, the address as set out in the PD. 12.4. ZENTRAEDI nominates the business address of Zentraedi (Proprietary) Limited as its domicilium. 13. INDEMNITY 13.1. You hereby unconditionally and irrevocably indemnify ZENTRAEDI SA and ZENTRAEDI USA and thereby agree to hold ZENTRAEDI SA and ZENTRAEDI USA harmless against all loss, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whensoever arising, suffered or incurred by ZENTRAEDI as a result of any claim instituted against ZENTRAEDI by a third party or the Customer. 13.2. You further indemnify ZENTRAEDI SA and ZENTRAEDI USA and thereby agree to hold ZENTRAEDI SA and ZENTRAEDI USA harmless against all loss, damages, claims, liability and/or costs, of whatsoever nature, howsoever and whensoever arising, suffered or incurred by yourself as a result of without limitation, a breach of this Agreement 14. JURISDICTION AND APPLICABLE LAWS 14.1. This Agreement is subject to exclusive jurisdiction of competent Court of law in the Republic of South Africa. 14.2. The laws of Republic of South Africa, as are in force, shall be applicable to the Agreement. 15. FORCE MAJEURE
15.1. Except for any payment obligations of Customer under this Agreement, ZENTRAEDI shall not be held responsible for any delay or failure in performance of any of its obligations under this Agreement, to the extent such delay or failure is caused by a Force Majeure Event. 16. GENERAL 16.1. Subject to your right to cancel as provided in this Agreement, ZENTRAEDI reserves the right to amend the Agreement, including its charges, from time to time on written notice to you, which notice may be sent by email to you and/or which notice may be effected by publishing any new version of the Agreement on our Website together with the date on which it will become effective, which will (save as otherwise provided for herein) if reasonably possible, at least be 30 (thirty) days after the date on which it is first published. It is your obligation to visit our Website on a regular basis in order to determine whether any amendments have been made. 16.2. If you do not agree to the amendments, you may cancel the Agreement subject to the cancellation provisions of this Agreement, provided that written notice of cancellation must be given to us within 30 (thirty) calendar days of the date of notification to you of any such amendments. 16.3. Subject to ZENTRAEDI s right to amend the Agreement, the parties acknowledge and agree that the Agreement constitutes the whole of the agreement between them and that no other agreements, guarantees, undertakings or representations, either verbal or in writing, relating to the subject matter of the Agreement not incorporated in the Agreement shall be binding on the parties. Unless otherwise provided herein, no changes or cancellation of the Agreement by you will be binding on any of the parties unless recorded in writing and signed by both parties, notwithstanding activation of the service. 16.4. ZENTRAEDI is in terms of section 43 of the ECT Act required to make its contact details and certain other information available to its users who enter into electronic transactions with ZENTRAEDI. This information is available under ECT Act Information under Legal on our Website. 16.5. No indulgence, leniency or extension of time which ZENTRAEDI may grant or show to you shall in any way prejudice ZENTRAEDI or preclude ZENTRAEDI from exercising any of its rights in the future. 16.6. In the event of any one or more of these terms and conditions being unenforceable, these clauses will be deleted and severed from the remainder of the Agreement, which will nevertheless continue to apply, be binding and enforceable.