1.1 In this Agreement 243 APPS (PTY) LTD Company registered in the Republic of South Africa Registration Number 2016/114677/07, hereinafter referred to as “243 APPS”. “Talk360’ means the Talk360 International Calling App represented by 243 APPS.
1.2 Clause headings are for convenience only and shall not be used in its interpretation
1.3 Unless the context clearly indicates a contrary intention, an expression which denotes
1.3.1 Any gender includes the other gender
1.3.2 A natural person includes artificial person and vice versa
1.3.3 The singular includes plural and vice versa
1.4 “Customer’’ means any natural or legal person who has downloaded the Talk360 App utilising the Referrer’s Promo Code.
1.5 ‘’Days’’ shall include all business working days with the exception of
Saturdays and Sundays and public holidays.
1.6 “Participating Resellers’’ those existing Resellers as at the date of this agreement together with the new Reseller which may be opened after the date of the agreement which the parties agree from time to time will accept payment transactions from customers on behalf of Talk360, OR any party that embarks on performing activations for Talk360, utilising his or her promo code(s).
1.7 ‘’Responsible Person’’ is the person responsible for the creation and management of Promo Codes.
1.8 ‘’Promo Code’’ means any Reseller related Code(s) which is used for Customer acquisition. All Promo Codes, shall be assigned free promotional minutes or call credit on registration.
1.9 ‘’Reseller Agreement’’ includes any annexure hereto
1.10 ‘’Reseller’’ means the Reseller offering Talk360 products and services, OR the Referrer that performs Customer Acquisition using their assigned promo code(s) OR a Reseller that performs both activities.
1.11 ‘’Date of Transaction’’ will mean any day reflected on offered Reseller Portal.
1.12 ‘’Referrer Portal’’ means a platform offered to Resellers to view all related information on the Reseller’s performance (Top Ups and Downloads statistics), Promo Codes, Affiliated Customers calling statistics and Reseller Payments from Talk360.
1.13 ‘’Top Up’’ shall mean any Talk360 purchased and redeemed voucher, procured at any participating store nationwide excluding any applicable VAT.
1.14 ‘’Operating Procedures’’ the procedures as prescribed and amended by Talk360 from time to time
2. PERIOD OF RESELLER AGREEMENT
2.1 This Reseller agreement shall commence on the date of successful Registration and acceptance of the Terms and Conditions, OR until terminated by either party as defined in Clause.
3. TERMS AND CONDITIONS
3.1 243 Apps shall be all-time act in good faith in the exercise of its rights and powers under this Reseller Agreement and shall do its utmost to avoid bringing names of the Participating Reseller into disrepute. Upon completion of Customer download using the specific promo code OR the redeeming of a voucher from a Customer using the Referrer Promo Code, the information will be available real-time on the Portal. The Portal will carry the necessary detail of the activity concluded.
3.2 243 Apps shall provide a customer care number for the purpose of queries. This facility being available Mon – Fri, 8am- 5pm for all queries.
3.3 Nature of service – Talk360 Product
3.3.1 243 Apps hereby guarantees to remit to the Reseller designated bank account with:
220.127.116.11 On-going Revenue of 5% (Five Percent) on All Voucher Top Ups made by the Reseller’s acquired Customers. The minimum amount to be remitted shall be 250 (Two Hundred and Fifty) South African Rands.
18.104.22.168 The Reseller may schedule his or her Remittance to weekly or Monthly.
22.214.171.124 The Reseller may also request immediate payment, if the minimum amount of R250 has been met.
3.3.2 All payments to be made shall be done within 72 hours of request.
3.3.3 243 Apps reserves the right to deduct any costs incurred in the event that the remittance to the Reseller
Designated bank account was returned for whatsoever reason.
3.3.4 Any voucher pin numbers that have been bought and NOT redeemed would not be considered sold or eligible for remittance until it is being used.
3.3.5 243 APPS (Pty) can provide the Reseller with reasonable amount of digital marketing material at no cost of design to the Reseller.
4. OBLIGATIONS OF RESELLER
4.1 The Reseller shall at all time act in good faith in the exercise of its rights and powers under this Reseller Agreement and shall do its utmost to avoid bringing the name Talk360 into disrepute.
4.2 Notification of change of bank account details shall be provided to Talk360 in writing with immediate effect of the change being taken.
4.3 It may be required from time to time to affect an upgrade of software whereby Talk360 requires the assistance and co-operation of Reseller which the Reseller herby agrees to provide.
4.4 Without detracting from any of the other provisions of the Reseller Agreement, Talk360 nor 243 Apps shall not be liable to the Reseller for any loss or damage suffered by the Reseller whether same is direct or consequential in the event that Talk360 fails for any reason whatsoever to supply and/ or deliver any required material, either on the required date or at all, and/or
4.5 The services and/or products are interrupted, suspended or terminated, for whatsoever reason and/or
4.6 Talk360 fails to suspend the provisions of the Services where the Reseller has specifically requested Talk360 to do so, in writing, in order to limit usage and/or
4.7 Such loss or damage was caused by negligent act or omission on the part of TALK360, or its representatives
5.1 The parties agree that neither party shall disclose any statement or divulge any information whatsoever regarding this Reseller Agreement to any third party without the written consent to the other party, except where disclosure is necessary for financial, legal or governmental proceedings
6. CESSIONS AND ASSIGNMENT
6.1 The Reseller shall not be entitled to cede or assign or in any way dispose of or encumber any of its rights or obligations under this Reseller Agreement without prior written approval of TALK360. The granting or refusal of which shall be in the absolute discretion of TALK360.
7.1 243 Apps will provide training at installation and handover of the Talk360 product.
7.2 Remote training of the telephone is provided free, if the customer’s needs onsite training , the customer will be charged at R350 an hour and will pay for any extra travel costs
8.1 The Reseller shall be entitled to 5 (five) percent On-going revenue subject to the following conditions:
8.1.1 The Customer has bought and redeemed voucher(s) to the minimum value of 50 (Fifty) South African Rands within 90 (ninety) days of becoming a Customer.
8.2 The Reseller will be entitled to a bonus fee of 10 (Ten) South African Rands, if the Customer, has made the criteria in Section 8.1.1. OR;
8.2.1 The Reseller will be entitled to a bonus fee of 20 (Twenty) South African Rands, if the Customer has bought and redeemed to the minimum value of 100 (one hundred) South African Rands within 90 (ninety) days of becoming a Customer
9.1 The Reseller will at all times ensure that all supplied marketing material is displayed prominently in the Reseller offline and online outlets.
9.2 Talk360 shall provide capability for Resellers to share their Promo Codes and product on different social media platforms.
10. TERMINATION AND BREACH
10.1 TALK360 reserves the right to terminate this contract and disable all services with immediate effect, if or should the Reseller
10.1.1 Found to bring the Talk360 brand and its Intellectual Property into disrepute.
10.1.2 The use of offensive and/or prejudice language in the Reseller’s Promo Code(s).
10.1.3 Participate or enable any fraudulent use of Talk360 free minutes or credit
10.2 Should any party be in breach of any term or condition of the Reseller Agreement, the non-defaulting party shall be entitled to give the defaulting party 3 (three) days’ notice to remedy such a breach failing with the non-defaulting may without prejudice to any rights that it may have terms of this Reseller Agreement cancel this Reseller Agreement.
10.3 The Parties agree that neither party shall be entitled to terminate this Reseller Agreement on account of breach due to
10.3.1 temporary interruptions and suspensions of Service caused by malfunctions;
10.3.2 temporary failures at the Suppliers premises at which the computerized management system is housed ,
Or at the premises of Talk360
10.3.3 temporary malfunctions of the equipment and it associated ancillaries and/or material and/or the computerised management system
10.3.4 Other temporary occurrences of a like nature with similar effect.
10.4 243 Apps and/or Talk360 may cancel this Reseller Agreement after a period of 180 days of non-activity from the Reseller. Parties shall provide the Reseller with electronically notice of termination.
11.1 This Reseller Agreement together with any annexure constitutes the sole record of the Reseller agreement between the parties in regard to its subject matter.
11.2 Neither party shall be bound to any representative, express or implied term, warranty , promise or the like not recorded in this Reseller Agreement or reduced to writing and signed by the parties or their representatives
11.3 No addition to variation, or agreed cancellation of this Reseller Agreement or any of its annexure, shall be of any force or effect unless in writing and signed by or on behalf of the parties constitute a waiver in any of the rights.
11.4 No indulgence, which either party may grant to the other, shall constitute a waiver of any of the rights
11.5 In the event of any dispute arising out of this Reseller agreement or interpretation by the partners of their respective rights and obligations under it or the cancellation thereof, shall be submitted to and decided by an arbitrator.
11.6 In such event, such Arbitration is required this shall be conducted in the Gauteng Province
11.7 It must be recorded that the 243 Apps Hardware remains a property of 243 Apps and will never be sold. In the event of the termination of this agreement then the terminal must be returned to 243 Apps.