Provider: Zaptly Head
Office: 161 Tenth Avenue Morningside, Durban, 4001
Email: Unless otherwise stipulated in this document all general communication will be via email and from the Zaptly website on: info@zaptly.com

1. The Provider has arranged shipping at:
   • Fixed rates for every order.
   • For the ustomer, this rate will be added on-top of the price for each order and displayed at checkout.
2. Each product purchase price as displayed on the product page has a built-in returns cost for possible returns. This is standard practice for ecommerce as it will allow the Provider to offer customers:
   • . Free shipping for orders over R500.
   • And free returns
3. The courier services negotiated for the Zaptly platform will be the only courier services used.

1. Cancellations A customer may cancel an order within 24hrs of placing the order.
2. Returns Policy
   • If a customer has changed their mind or is unhappy with the purchase, they can return the purchase by logging a return on the website, except where there is a stipulation for no returns on the Product Page. Products will only be considered for return if still in its original packaging and unused, with all accessories intact. Customers must log a return within 7 days of receipt of order. We will collect the order from the customer free of charge. Correspondence once a return is logged will be through the email address returns@zaptly.com
   • On return of purchase as stipulated in 6.2.1 above, once inspected and approved for refund, a customer will have the purchase price either:
     • Credited to their Zaptly account or
     • Refunded
   • Where a customer is returning the product due to the
     • The wrong order being delivered (colour, size, ect)
     • The goods are damaged or defective goods,
     A customer must log the return on the website, once the return has been approved, we will collect the order free of charge. The customer can choose to opt for a) the order to be replaced (free of charge) with the correct item/s or b) have their Zaptly account credited with the purchase price or refunded. In the instance where goods are returned due to 6.2.3.1 above the Supplier is liable for a (R150) Returns Fee (this is a flat rate to mitigate the additional courier charges and administrative burden incurred) which will be deducted from the Supplier’s account before any withdrawals are authorized. Where 6.2.3.2 is identified as a Supplier liability, the Supplier will be liable for the returns and replacement costs. Where it is identified that the goods were damaged on transit, the courier company will be liable for this cost.
3. Exchanges
   • Exchanges can be requested before the order is shipped, for colour or size. If approved the exchanged order will be shipped.
   • If an Exchange is not approved due to it already being shipped for delivery, the customer has the option of logging a return once the order is delivered, request a Zaptly Credit and purchase the required product.

1. Register/Login
   • Register/Login to their Zaptly Store Manager Dashboard, using their unique Username and Password which they’ve created on sign up for the Zaptly membership.
   • Suppliers will be onboarded through an Agent, directly with the Zaptly Team or via the website.
   • Suppliers onboarding via the website will add on their own products ensuring that all data(images/information) pertaining to the product, comply with the Zaptly Product guidelines (please see below).
2. Zaptly Product Guidelines All products added on to the platform undergo a review process for quality, image and information, by our Zaptly team before being published on the platform for purchase, taking into consideration the following:
   • Product Quality Products on Zaptly are held to high quality standards. This is to establish a brand South Africa that is identifiable and synonymous with high quality. Therefore, to ensure that your products are approved to sell on the platform, Suppliers must:
     • Submit all product certifications and badges, including technical certifications: quality, labour practices, environmentally friendly, ISO Standards ect,
     • Submit any membership and certifications issued by Industry bodies or Associations.
     • Product reviews will be used as a measure of quality and poor-quality reviews will be flagged (Cl 12.3)
     • 4 Where there are no quality measures in place, Zaptly reserves the right to request for a Supplier to submit samples for inspection to a Zaptly Agent. Where this is not possible, samples must be sent to Head Office for inspection.
     • A Zaptly Agent/Head Office may request that a product is sent to the nearest SABS facility for quality testing.
     • Any costs incurred in respect of 7.2.1.1 to 7.2.1.5 above, is for the Supplier’s account.
   • Product Image Specifications:
     • White/No background
     • Image size to be 1080 x 1080 pixels.
     • Hi-resolution images only
     • Should the supplier require assistance with image editing, they are to notify Zaptly’s Graphics team atimagery@zaptly.com.A fee of R10.00 per image will be levied and debited from the supplier’s account.
   • Product Information Specifications:
     • SKU (Stock Keeping Unit) is required for each product listed so that the Supplier can correctly identify the stock on hand.
     • Dimensions and Weight of product (important for courier fee levied on customer)
     • Price (as stipulated under Clause 7.3)
     • Products of different sizes/swatches/patterns, and variants Will be indicate in the Product Template the description box which we will enable for customer selection.
     • The Supplier will be notified of product approval/s. Should the product/s not be approved, a Zaptly representative will assist them in the process.
     • Zaptly Product Guidelines are also available in the ‘Knowledgebase> Product Guidelines’ section of the Store Manager Dashboard.
   • Pricing
     • Suppliers are to provide wholesale/reasonable prices to Zaptly, so that even with Zaptly’s added costs (7.4) the product will be appealing and customers will not get the product at a cheaper cost at a bricks and mortar store. It must be noted that Zaptly has the cheapest subscription fees, success fees and no logistics or warehouse thereby enabling Suppliers to make a bigger profit on every sale. Product prices on Zaptly, therefore, should reflect this.
     • Suppliers are to provide wholesale prices at different thresholds for larger order quantities, where they are able to supply in bulk.
     • Transactional charges for orders will be deducted from the Supplier’s account. The Supplier is to take this into consideration when pricing products.
   • Product Published Price Each product sold on Zaptly will include the Providers’ costs, fees and commissions:
     • • Commission: 10% (based on 7.3.1)
       • Shipping Buffer (to accommodate free shipping/free returns):
     a) R30.00 + 10% if product published price is less than R500. b) R70.00 + 10% if product published price is equal to or more than R500.
     • Admin Fee: R10.00 (Cost for managing & maintaining the supplier on the platform).
     • Published Price = Unit Product Price + (Cl 7.4.1 to Cl 7.4.4)
     • It is noted and accepted by the supplier that there may be returns of products and Zaptly is indemnified from such occurrences (as per Clause 6.2).
   • Packaging
     • On receipt of the purchase order, the Supplier must prepare the order for collection.
     • The supplier must attend to the completion of the sale by provision of the exact product, inventory identification (SKU) as depicted on Zaptly. No substitution must be made unless authorized by the Provider.
     • All products, including perishable goods and fragile items (wine, glass, etc) must be sufficiently and suitably packaged to prevent in-transit damage, and to ensure it reaches the customer in good order.
     • 4 Ensure that the Zaptly branding provided (digital logo) is printed as a sticker and placed onto the outer packaging (packaging stickers can be downloaded from the Store Manager Dashboard>Knowledgebase>Packaging Stickers)
     • The Provider has prepared guidelines for sizes, materials and placement of the branded logos. The courier will not handle any package that does not have a Zaptly logo affixed to it.
     • The Supplier must have the order ready in time for the courier to collect, that is: within 7 working days of the order receipt.
     • A penalty of 10% percent will be charged to the supplier for any order that is not dispatched within the required time frame unless:a) the Provider is informed about delays within 48 hours of receipt of the order, or b) if the lead time for manufacture of a product is specified on the product page. This is to ensure reliability and trust is built with the customer. This trustworthy culture is part of the Zaptly’s brand and will lead to greater traction in the market. Therefore, we need to ensure that all parties uphold the image of the site, by keeping to quality standards of expectation in product, delivery times, and customer satisfaction as promised to the end consumer.</strong >
     • As per clauses indicated- the Supplier will accept the:a) Cancellation of order within 24hrs of an order being placed (Cl 6.1). b) Return of an order if the customer no longer wants the order within 7 days period of receipt of delivery, unless otherwise stipulated. (Cl 6.2.1). c) Return of an order due to defect or wrongful order having been processed and delivered (as per Cl 6.2.3). d) An Exchange request, before an order is shipped (Cl 6.3.1)
     • Summary allowance of maximum days for processes (21 days):
       • 7 days for pick up (unless stated otherwise by Supplier)
       • 7 days for delivery
       • 7 days for returns (unless stated otherwise by Supplier)
   • Marketing
     • Suppliers will utilise a Zaptly Badge on all their marketing material and channels that promote their products and brand, through multiple channels – Social Media, print, online, in-store or on-premises, at tradeshows, in trade magazines and through traditional media. This cross marketing is similar to the “find us on Mr D/Uber Eats”. This will ensure multiple cross marketing channels and create awareness with customers and buyers alike. Zaptly badges will be provided under the Knowledgebase> Marketing Badges and can be selected and integrated into your marketing material. If a supplier experiences challenges with this, they can reach our graphics team on imagery@zaptly.com for assistance.

1. Maintain all technical and visual aspects of the Zaptly e-commerce platform.
2. Promote and market Zaptly to drive traffic and sales via multiple channels including email and social media platforms.
   • Review all Supplier product images and information for quality and on approval, upload to the Zaptly platform as per Clause 7.
   • If an upload is not approved, send feedback to the Supplier on why and/or what needs to be changed and/or institute Clause 7.2 2.4 and/or 7.2.3.5 through a consultation process.
   • Provide the Supplier with the Zaptly logo (7.5.4) and guidelines (7.5.5) for the purposes as outlined.
   • Provide the Supplier with the Zaptly badge/s for marketing as per clause (7.6)
   • On receipt of an order, notify the Supplier of the (1)order, the (2)collection date and time.
   • Make available the Suppliers transaction funds after 30 days for a withdrawal request (Clause 11.6), provided the order was successful (order made; product delivered; no returns or refunds recorded), less all fees and charges stipulated under Clause 7.3.
   • Publish the purchase price online with all additional costs as stipulated under Clause 7.3

1. Zaptly warrants that accepting this Supplier Agreement thereby agreeing to all terms and conditions set out here, constitutes a legally binding relationship between the two parties.
2. The Supplier will be required to fulfil all the obligations as set forth in this document to enable their products to be uploaded and for sale on the Zaptly platform.
3. The parties shall be entitled to use representatives to fulfil the obligations set out herein.

1. Zaptly offers 3 types of membership plans at different pricing with varied progressive features, namely:
   • Silver Plan (Basic Plan)
   • Gold Plan (Plus Plan)
   • Platinum Plan (Professional Plan)
2. Based on the selected plan and payment period (monthly or annually), the Supplier’s membership will be activated immediately upon receipt of payment. If the monthly option of the plan is selected, this payment will be regarded as the first month installment of the subscribed 12 month plan. Thereafter, the subscription debit will recur on the 1st of every month for the remainder of the plan.
3. Automated annual renewal of the subscription will be in place. An automated reminder will be sent to the Supplier close to renewal. Should the Supplier wish to dis-continue utilizing the services of Zaptly after the 12-month subscription plan has concluded, an email request should be sent to subscriptions@zaptly.com
4. Should the Supplier wish to change/upgrade their subscription plan to one of the other plans offered by Zaptly, they can contact subscriptions@zaptly.com access this option on their Store Manager Dashboard under the Membership option and select a ‘Change or Upgrade’ from the dropdown menu of memberships available.
5. Once payment has been received for a renewal of membership, a new membership or a conversion of membership, it will be executed immediately
6. Withdrawal Procedure
   • Zaptly utilizes its Supplier withdrawal process on a periodic withdrawal plan of 30 days only.
   • The Supplier can request a withdrawal of funds for completed orders only.
   • The Withdrawal request feature can be found in the Supplier’s Store Manager Dashboard under the Payments option.
   • Once a withdrawal request is sent through, it will be vetted to ensure that the request is in order, before authorization and disbursement.
   • Once approved and paid, the Supplier will be notified via their Store Manager Dashboard.
   • The Supplier is to ensure that their banking details are always updated and correct on the Store Manager Dashboard for Zaptly to undertake payouts of withdrawals. Zaptly will not be held responsible for payments going to the wrong accounts due to incorrect banking details.

1. Any failure by the Supplier to fulfil any term or condition in this agreement will result in immediate suspension from the website until all terms and conditions are met within a period of 7 days.
2. If failure to remedy the issue extends beyond 7 days, the Supplier can negotiate the fulfilment of the terms for a further 7 days. If there is further failure to rectify the fulfilment of the terms and conditions, the Provider has the right to terminate this agreement with immediate effect.
3. If a product is deemed poor Quality by 3 verified reviews or the Supplier is deemed unreliable by 3 verified reviews, Zaptly reserves the right to suspend the product and Supplier from sales. If within a specified period where Zaptly Quality Control Agents will monitor process and/or product quality the Supplier is unable to rectify the concerns, Zaptly may exercise their right to terminate this agreement.
4. If the Supplier is guilty of 3 failures, under clause 6.2.3 and 7.5.7, the Provider may exercise their right to terminate this agreement.
5. Any dispute will be subject to mediation before legal proceedings are instituted.
6. Any overpayment or underpayment by either party shall be brought to the attention of the other and immediately rectified, if justified.
7. Zaptly will not deduct any funds it is not authorized to do so in respect of this agreement. Any funds wrongfully deducted will be immediately rectified on discovery and with proof.

1. The Supplier indemnifies the Provider and undertakes to hold Zaptly, harmless against all claims which may be made against them, and against all losses, damages and costs which may incur or suffer arising out of or in connection with any unlawful and willful or negligent act or omission on the part of the Supplier, its agents, officers, employees or subcontractors, except to the extent to which such claims, losses, damages and costs arise out of the proven unlawful and wil lful or negligent act or omission of the Provider.
2. The Supplier indemnifies Zaptly against imported products; however, it is understood that materials may be imported for the manufacture of products offered for upload to the Zaptly platform.
3. The Supplier indemnifies Zaptly against counterfeit and harmful goods. Any goods supplied for upload is considered by Zaptly to be within legal acceptance for consumer use, consumption and distribution as per the laws of South Africa and Zaptly is indemnified for any such occurrences, holding the supplier wholly responsible.
4. Zaptly is indemnified for any technical breakdowns of the site due to matters beyond our control e.g. Eskom or web lines breakdowns etc.; however we endeavor to ensure that the site is efficiently and speedily back on-track.

1. The Provider may, on not less than 7 (seven) business days’ written notice of termination to the Supplier, terminate the provision of any Services, should:
   • The Supplier fail to remedy a failure in the performance (Quality, Order Fulfilment etc (of the services required in respect of this agreement.
   • The Supplier fail, in the absence of any review or appeal proceedings, to comply with any final decision reached as a result of any legal or arbitration proceedings;
   • The Supplier be unable to perform a material portion of the Services for a continuous period of not less than 30 business days as a result of force majeure.
2. The Supplier, in the judgement of the Provider has engaged in corrupt or fraudulent practices in competing for or in executing this Agreement. For purposes of this clause:
   • “corrupt practice” means the offering, giving, receiving or soliciting of anything of value to influence the action of a Zaptly staff member; and
   • “fraudulent practice” means a misrepresentation of fact.
   • Or supplying items as indicated under clause 13.2 and 13.3: are not manufactured in South/ern Africa and/or are identified counterfeit or harmful.
3. The Provider can in their discretion, and for any reason, whatsoever, decide to terminate this Agreement pursuant to the provision of clause 12.
4. Zaptly may withhold the payment of all outstanding fees & disbursementspayable to the Supplier resulting from practices emanating from Cl 7, Cl 12 or Cl 13.
5. Should the Provider terminate the agreement pursuant to the provision of clause 12, Zaptly will be liable for the payment of all outstanding fees and disbursements payable to the Supplier, as at the date of such termination.

1. In addition to all its other rights under this agreement or at law, the Provider may suspend this agreement with the Supplier if:
   • The Supplier fails in its responsibilities under this agreement
   • Materially breaches any provision of this agreement which is not capable of being remedied.

1. If any dispute arises out of this agreement, its termination or cancellation or the subject matter thereof, including claims in derelict or for rectification of the agreement, any party may declare that a dispute exists by giving notice to the other party.
2. Parties must, within 7 days of receipt of a notice declaring a dispute, attempt to:
   • Resolve the dispute amicably; or
   • Agree to a process for resolving the dispute (including arbitration or mediation).
3. If, within 7 days of the dispute being declared, the parties’ representatives do not resolve the dispute or do not agree on a process for resolving the dispute, any party may approach a competent court for legal recourse.

1. 1 Must be entered as the business address and business email and business cell phone in the online form, or signed hardcopy Supplier Agreement to be effective;
2. Either party may change its address & contact details to any other within Southern Africa and notify the other party timeously so as not to infringe on the obligations in terms of this agreement.
3. Any notice or communication shall if delivered:
   • By hand during business hours, will be deemed to have been received on the date of delivery:
   • By prepaid registered post, be deemed to have been received 7 days after posting;
   • If emailed, be deemed to have been received on the first business day following the date of transmission.
4. Any written notice or communication, which has actually been received by a party, shall be regarded as sufficient notice.

1. This is the whole agreement between the parties containing all of the express provisions agreed on by the parties with regard to the subject matter hereof.
2. No agreement varying this agreement shall be effective unless in writing and signed by or on behalf of the parties.
3. No relaxation by a party of any of its rights in terms of this agreement at any time shall prejudice or be a waiver of its rights (unless a signed written waiver) and it shall be entitled to exercise its rights thereafter as if such relaxation had not taken place.
4. No party may cede, assign or sub-contract its rights or obligations in terms of this agreement without the prior written consent of the other party.
5. This agreement shall be governed by and construed according to the law of South Africa.

1. For the purposes of this clause, “confidential information” includes any information or knowledge regarding the details as set out under this agreement, any communication verbal or written between the parties, Zaptly concept, discussions, sales, turnover and earnings on the part of either party will be deemed confidential.
2. The Supplier may not, disclose any confidential information relating to the affairs of the Zaptly or detailed business arrangements between the parties.

1. This agreement constitutes the entire agreement between the parties.
2. This agreement may not be ceded or assigned or pledged over to any other company.

1. For the purposes of all or any legal proceedings arising from this agreement, the parties consent to the jurisdiction of the Magistrates’ Court having territorial jurisdiction. This clause must be deemed to constitute the required written consent – conferring jurisdiction in terms of section 45 of the Magistrates’ Court Act, 1999.
2. Despite clause 16, the parties may agree to institute court proceedings in any other competent court.