Reseller Agreement

Reseller Agreement

Section A.

1. This Reseller Agreement ("Agreement") is between Raw Strawberry (Pty) Ltd ("The Company”) and _____________________________________________________________ ("Reseller").

In consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows: INDEPENDENT CONTRACTOR: This Agreement shall not render the Reseller an employee, partner, or joint venture with the Company for any purpose. The Agent is and will remain an independent contractor in his or her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Reseller's compensation hereunder. The Reseller shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.


Section B.


The Reseller thereby accepts its appointment hereunder.


1. Responsibilities of Reseller
The Reseller shall satisfy the following responsibilities at all times during the term of this Agreement:


A. The Reseller and its staff shall conduct themselves in a manner consistent with the high image, reputation and credibility of the Company and the Company’s products and shall engage in no activities which reflect adversely on the Company or its products.

B. The Reseller shall use its best efforts to solicit orders for the products, shall promote the sale of the products in a diligent and aggressive manner, and shall forward all orders to the Company promptly.

C. If the Reseller becomes aware of any actual or potential claim against the Company by any person or entity, The Reseller shall notify the Company immediately.

D. The Reseller shall comply with all applicable federal, state and local laws of South Africa and regulations in performing its responsibilities hereunder.

E. The Reseller shall keep the Company informed as to competitive and economic conditions within the Territory which may affect the marketing or sales of the Company Products therein.

F. To the extent not otherwise required herein, The Reseller shall provide complete cooperation to the Company to assist the Company in maximizing the Company's success within the Territory.


2. Relationship of the Parties

A. The Reseller acknowledges that it has its own independently established business which is separate and apart from the Company's business. The Reseller at all times shall be considered an independent contractor with respect to its relationship with the Company. Nothing contained in this Agreement shall be deemed to create the relationships of employer and employee, master and servant, franchisor and franchisee, partnership, or joint venture between the parties.

B. The Reseller agrees that she/he shall be responsible for compliance with all matters associated with the status of a self-employed individual including payment of all tax, pension, insurance contributions or other business expenses and shall possess all licenses, permits, insurance and or registrations at her/his cost for conducting the Company business or activities.

3. Duties

The following duties shall be required of the Reseller:

A. Reseller must agree to meet with the requirements and standards of the Company’s agreement terms (see Section A & Section B.)

B. Sell Company products using the recommended retail prices

C. Sell Company products using the company provided packaging

D. Abide by terms of Company with regards to marketing and promotion of products.

E. Sell products in areas / stores / boutiques of high standard and hold the brand of the Company in high regard

F. Have sufficient knowledge of the products of the Company.

G. Be able to promote the products of the Company with its credentials and not exaggerating on its contents and effects.

H. Reseller shall lack authority to bind Company to any agreement or contract until Reseller obtains written consent from Victoria Mpumlwana of the Company.

The following duties shall be required of the Company:

A. Provide the Reseller with monthly product brochures in a timely manner.

B. Ensure correct delivery of products sold to the Reseller in a timely manner.

C. Inform the Reseller of products that are on sale, out of stock, or new arrivals.

4. Conflict of interest

A. The Reseller may engage in any other business, occupation, or activity provided that such business, occupation, or activity does not cause a breach of or conflict with any of the Reseller’s obligations under this Reseller Agreement or a conflict with Raw Strawberry’s interests.

B. The Reseller may not engage in any other network or marketing or direct selling programs that Company deems as competing with Company and a conflict of interest.

5. Ordering

A. All purchase orders are subject to product availability and acceptance by the Company.

B. The Reseller agrees to provide orders and to pay for all orders prior to delivery


6. Use of Company pictures

A. The Reseller will only use pictures that have been authorised by the Company for purposes of promoting the Company’s products on any platform including but not limited to social media, television, magazines, and social events.

B. The Reseller will provide the Company with their social media information that is intended for advertising purposes.

7. Territory

A. The Reseller is only authorised to sell the Company’s products in their specified territory which is South Africa

B. Nothing in this Agreement is intended to grant to the Reseller any sole or exclusive rights to conduct his/her business in or from any particular geographical territory and Company reserves the right in its absolute discretion to perform, or to appoint others to perform, the same or similar services from the same or similar geographical territory.

8. Insurance

A. The Reseller will carry liability insurance (including malpractice insurance, if warranted) relative to any service that he or she performs for the Company.

9. Payment

A. The Reseller agrees to submit purchase orders to the Company to pay for all orders prior to delivery. B. No purchase orders will be delivered to the Reseller before the full payment is received.

10. Reseller discount prices

A. The Reseller will receive a reseller discount on the Company’s retail prices ONLY if her/his order meets the minimum order value as amended by Company from time to time.

B. Reseller must meet the minimum order value of 5 (five) shoe accessories (5 pairs) at a time to qualify for the reseller discount

C. The minimum order value can be a mix of any products (shoe accessories) that are provided by the Company.

D. Reseller must use the Company’s packaging material qualify for the reseller discount.

 11. Intellectual property

A. The Reseller agrees that she/he shall not, except to the extent authorised in the applicable policies, use or exploit the Company’s intellectual property rights which include but are not limited to trademarks, or trade names or any logos, product names, designs, pictures, videos or copyright belonging to Raw Strawberry.

B. The Reseller agrees that all advertising materials must comply with policies or guidelines issued by the Company from time to time. The Company may request the removal of any advertising materials regardless of whether such materials were previously approved.

C. The Reseller agrees not to use or register, and not to currently own, any domain names, email addresses, social media account names, keywords or metatags that include, in whole or in part, any of Raw Strawberry’s trademarks including, without limitation, the name RAW STRAWBERRY, and that she/he hereby consents to transfer to the Company any such domain names.

12. Security and Privacy and Data Transfer

A. The Reseller shall comply strictly with any applicable data protection laws with respect to personal information processed in performance as a Reseller under this Agreement.

B. Upon termination of the Reseller relationship with the Company, the Reseller acknowledges and consents to the one-time transfer of his/her personal information to an existing Reseller for the purposes of creating a customer relationship and for the existing Reseller to use in his/her normal course of business as a Reseller.

13. Compliance

A. The Reseller agrees to be bound by the terms and conditions of this Agreement, any applicable laws and regulations, and any applicable policies, procedures or guidelines issued by the Company, which may be amended from time to time as the Company deems necessary.

B. Such policies, procedures, or guidelines shall be incorporated into and form part of this Agreement as is set out in full in this Agreement.

C. The Reseller agrees that violation of any of the above requirements shall result in any disciplinary actions deemed appropriate by Company including but not limited to termination of this Agreement.

D. The Reseller shall indemnify Company for any liability for any claim arising out of the breach by the Reseller of this Agreement.

14. Termination

A. Either party has the right to terminate this Agreement for any or no reason with immediate effect.

B. Once this Agreement is terminated, the Reseller will lose her/his right to any recognition or commission payment, or right to attend any Company functions she/he may have become eligible for prior to termination.

C. Except in the case where termination is caused by the Reseller’s breach of any of the terms of this Agreement, the Reseller shall have the right to return the Company products purchased prior to such termination, subject to the terms and conditions applicable to product returns.

D. Furthermore, the Reseller agrees that her/his registration as a Reseller shall be terminated for inactivity, as set forth in the applicable policies.

15. Confidential information

A. Information provided in connection with this Agreement and which is not publicly disclosed shall be kept confidential and shall not be used or divulged other than in the proper cause of performance of the obligations under this Agreement.

16. Amendment

A. The Company reserves the right to amend the terms and conditions of this Agreement, including The Company’s policies, procedures, or guidelines at any time by giving the Reseller written notice to the Reseller’s address on record. B. If the Reseller has signed up to conduct her/his activities online or has provided the Company with an email address, the Reseller expressly authorises the Company to issue communications and invoices electronically, by email to the Reseller or by posting messages or notices on The Company’s website www.rawstrawberry.co.za, and any such communication shall be deemed appropriate as written notice.

17. Expenses

A. The Company shall not be obligated to reimburse the Reseller for any additional expenses incurred in the performance of services pursuant to this Agreement unless agreed in writing by the Company in advance.

18. Renewal

A. This Agreement shall automatically renew for increments of 24 months, unless either party gives 30 days written notice to the other party of his or her intent not to renew. The parties shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

19. Exclusions: Not applicable

20. Modification

A. This Agreement may not be modified except by amendment reduced to writing and signed by the Company and Reseller. No waiver of this Agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.

21. Entire Agreement

A. This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in the Reseller's duties or commission will not affect the validity or scope of this Agreement.

22. GOVERNING LAW AND ARBITRATION; CONSENT TO PERSONAL JURISDICTION: THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF SOUTH AFRICA WITHOUT REGARD FOR CONFLICTS OF LAW PRINCIPLES. RESELLER HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF SOUTH AFRICA. ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH AGREEMENT (INCLUDING A DISPUTE RELATING TO THE EXISTANCE, VALIDITY OR TERMINATION OF THIS AGREEMENT OR ANY NON-CONTRACTUAL OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT) SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION.


23. COURTS FOR ANY LAWSUIT FILED THERE AGAINST THE RESELLER BY THE COMPANY ARISING FROM OR RELATING TO THIS AGREEMENT.

24. Severability

A. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

25. APPLICABLE LAW, FORUM SELECTION AND CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF SOUTH AFRICA. ANY LITIGATION INSTITUTED BY THE RESELLER AGAINST THE COMPANY PERTAINING TO ANY BREACH OR TERMINATION OF THIS AGREEMENT, OR PERTAINING IN ANY OTHER MANNER TO THIS AGREEMENT, MUST BE FILED BY THE RESELLER BEFORE A COURT OF COMPETENT JURISDICTION IN SOUTH AFRICA AND THE RESELLER HEREBY CONSENTS IRREVOCABLY TO THE JURISDICTION OF SOUTH AFRICA COURTS OVER ITS PERSON. SERVICE OF PROCESS MAY BE MADE UPON THE RESELLER AS PROVIDED BY SOUTH AFRICA LAW OR SHALL BE CONSIDERED EFFECTIVE IF SENT BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID.

26. Headings

A. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

27. Attorney Fees

A. In the event that this Agreement becomes subject to litigation between the parties hereto, the parties agree that the prevailing party shall be entitled to an award of attorney's fees, costs, and the prevailing statutory interest from the other party.

28. Additional Acknowledgements

A. Both parties acknowledge and agree that: (a) the parties are executing this Agreement voluntarily and without any duress or undue influence; (b) the parties have carefully read this Agreement and have asked any questions needed to understand the terms, consequences, and binding effect of this Agreement and fully understand them; and (c) the parties have sought the advice of an attorney of their respective choice if so desired prior to signing this Agreement.

29. Further Document

A. If any other provisions or agreements are necessary to enforce the intent of this document, both parties agree to execute such provisions or agreements upon request. By accepting the Terms and Conditions of this agreement you are legally bound to this contract.