Marketplace Vendor Agreement

1. Introduction

1.1. This Agreement is entered into between Jade E-Services South Africa (Pty) Ltd t/a Zando (“Zando”), a limited liability company incorporated under the laws of the Republic of South Africa and having its principal place of business located at 97 Durham Avenue, Salt River and the Vendor.
1.2. Zando owns and operates an internet based Platform in South Africa that allows Vendors to sell their products online to the Customers, which Platform is currently provided on the website www.zando.co.za, and may be provided on different websites or applications in the future as Zando may elect (the “Platform”);
1.3. The Vendor intends to sell products on the Platform according to the terms and conditions contained herein.
1.4. This Agreement expressly supersedes prior agreements or arrangements with the Vendor.
1.5. Guidelines will be available to Vendors for guidance on operations and will be displayed in the footer of SellerCenter. Guidelines are in addition to and shall be deemed a part of the present Agreement for the purposes of the applicable operating model, rules and services. Guidelines shall prevail over this Agreement in the event of a conflict.
1.6. Any update to the Agreement will be communicated to the Vendor, who will have 2 weeks to accept the terms. If the Vendor does not accept the terms, the Vendor Account will be suspended. If the Vendor accepts the Agreement, the new terms and conditions shall apply to all the orders processed after electronic acceptance of amendments and updates.


2. Definitions
2.1. In this agreement, unless the context otherwise indicates –
2.1.1. The singular shall include the plural and vice versa;
2.1.2. Reference to the masculine gender shall include the feminine gender and vice versa;
2.1.3. Natural persons shall include created entities (corporate or unincorporated) and vice versa; and
2.1.4. The headings in this Agreement are used for the sake of convenience and shall not govern the interpretation hereof.
2.2. “Account Manager” means a Zando professional agent specialized in supporting the commercial growth of a Vendor on the Platform. The assignment of an Account Manager to a Vendor is solely at Zando’s discretion;
2.3. “Business Day” means any day on which normal business is conducted and excludes Saturdays, Sundays and public holidays in the Republic of South Africa.
2.4. “Confidential Information” means the content of this Agreement, all the information and data acquired in connection with or for the purposes of this Agreement and any information that is not publicly available to third parties.
2.5. “Confirmation of Sale” means the notice confirming a sale sent by Zando to the Vendor either via the Platform and/or via email. The Confirmation of Sale notice shall be presumed to have been received by the Vendor on the same date it was sent via the Platform and/or via email.
2.6. The “Customer” means Zando customers who make online purchase orders on the Platform.
2.7. The “Order” means the purchase order completed by the Customer, stating his contact information and detailed description of the Product/s he wishes to purchase.
2.8. “Payment Method” means electronic payment, which includes but is not limited to payment by credit card, debit card, Electronic Funds Transfer (EFT), eBucks, cash payment and payment in store with [email protected]
2.9. The “Product” means the product/s offered on the Platform by the Vendor.
2.10. The “SellerCenter” means the online interface where Vendors administer and monitor their Product sales.
2.11. The “Invoice” means the invoice issued by the Vendor to the Customer.
2.12. The “Warehouse” means Zando’s warehouse situated at Unit 6, 7 and 8 West Building, North Precinct, Topaz Boulevard, Montague Park, Cape Town.


3. Scope of Services
3.1. The Vendor shall offer its Products to Customers on the Platform.
3.2. Zando shall accept online purchase orders from the Customers in respect of the Vendor’s Products offered on the Platform, by way of an online application form on the Platform and completed by the Customer. The contract of sale is concluded between the Vendor and the Customer, subject to the Terms and Conditions published on the Platform. 3.3. The Vendor shall package the Product and deliver to Zando’s Warehouse. 3.4. Zando shall do a quality inspection before delivering the Product to the Customer and reserves the right to return the Product to the Vendor, at the Vendor’s expense, should the Product fail to meets Zando’s quality standard. 3.5. The Vendor shall accept returns of all Products returned by Customers and accepted by Zando, in line with Zando’s return policy and/or this agreement.
3.6. Ownership of the Products shall vest in the Vendor until such time as the stock is sold, paid for in full (by the Customer to Zando) and delivered to the Customer. On delivery, ownership in the Products shall vest in the Customer.


4. Zando’s Rights and Obligations
4.1. Zando shall display the Products specified by the Vendor, via the SellerCenter, on the Platform.
4.2. Zando shall offer the Product/s for sale for the display price specified by the Vendor, via SellerCenter.
4.3. Zando may use third party service providers to fulfil some part of the services to the Vendor and to the Customer.
4.4. Zando shall have the right to reject products, descriptions of products and/or pictures of products specified by the Vendor, via the SellerCenter, in the event that those products and/or pictures do not meet Zando’s quality standards, Zando’s Photography and Images Guidelines. Should a product be rejected, Zando will provide the Vendor with reasons for the rejection.
4.5. Zando reserves the right to:
4.5.1. Remove the entire or a portion of a Product page which would contravene the terms and conditions of this Agreement.
4.5.2. Remove an image proposed by the Vendor for any reason, including but not limited to the following:
4.5.2.1. The quality of the image does not match Photography and Images Guidelines, available in SellerCenter, in terms of quality or accuracy, or
4.5.2.2. The image offends the sensibility of Customers or the image is not compliant with moral ethics.
4.6. Zando shall send a Confirmation of Sale to the Vendor via the SellerCenter and/or by email.
4.7. Zando shall be responsible for delivering the Product to the Customer at the Vendor’s expense.
4.8. At Zando's discretion, it may provide the Vendor with analytics about the performance of the Vendor's products and additional marketing support.
4.9. Zando will provide the Vendor with training material and the requisite support for the Vendor to build the level of competence and acquire the knowledge to operate on the Platform. Training may be provided online or offline. Zando reserves the right to charge a fee for certain training programmes. Vendors may be required to attend training in order to be eligible to sell on the Platform.


5. Vendor's Rights and Obligations
5.1. Vendor Account
5.1.1. Every Vendor who lists Products on SellerCenter must create an account.
5.1.2. An account created in SellerCenter is for the Vendor’s exclusive use and cannot be transferred to a third party without Zando’s prior written consent. It is prohibited for a Vendor to use the SellerCenter account for different points of sale. The Vendor understands and agrees that each SellerCenter acount is for one unique point of sale and one email address.
5.1.3. The Vendor acknowledges that Vendor information shared with Zando is necessary to provide the services.
5.1.4. The SellerCenter account is free and is created for an unlimited time. It can be closed at any time and without any notice to the Vendor.
5.2. Product Listing and Content
5.2.1. The Vendor acknowledges that the relationship between Customers and Zando is governed by a Privacy Policy and general Terms and Conditions of Sale available on the Platform.
5.2.2. The Vendor authorises Zando, by virtue of this Agreement, to market and sell the Product/s on the Platform to Customers on behalf of the Vendor, which pass quality control. The Vendor further authorises Zando to divulge data and information about the Vendor and the Products on its Platform to the extent required for marketing.
5.2.3. The Vendor shall be responsible for listing its own products. The Vendor shall provide a detailed description of the Products and all relevant and necessary information to Zando, via the SellerCenter, prior to displaying a Product on the Platform. This includes, but is not limited to, a detailed title and sub-title, prices, quantity, picture and description of the Product (complying with Content and Photography and Images Guidelines).
5.2.4. The Vendor grants Zando the perpetual right to use, reproduce, modify, adapt, publish, translate and create other content and to distribute the content that the Vendor provides to describe the Products and the image itself.
5.2.5. Zando offers Customers the opportunity to evaluate the Products on the Platform. Zando will review these evaluations and may publish them, but reserves the right to delete ratings and reviews.
5.2.6. The Vendor acknowledges and undertakes that all the information relating to the Products provided to Zando is true and does not violate any third party’s Intellectual Property Right. The Vendor further guarantees that this information satisfies all legal requirements, and in particular satisfies information requirements for consumer protection
5.2.7. The Vendor indemnifies Zando against any third party claims resulting from the Product information provided by the Vendor and/or resulting from the product/s itself.
5.2.8. The Vendor must adhere to Zando’s Prohibited and Restricted Products Policy.
5.2.9. Zando may conduct audits and tests in respect of the Products provided by the Vendor to guarantee that the Products listed on the Platform are not counterfeit products. Listing of counterfeit products would be considered fraudulent activity and may lead to legal proceedings.
5.2.10. Every item sold shall be identical to its description on the Platform and to the image provided. Zando may inspect the Products listed by the Vendor in order to check their conformity with the specifications mentioned by the Vendor on its SellerCenter and with the standards of quality stated in therein. In case of non-conformity with the technical characteristics, colour, image or in case of technical default, Zando shall return the Product to the Vendor (and impose penalties as stipulated in the Guidelines). The Vendor shall not knowingly deceive a potential Customer by misrepresenting a Product.
5.2.11. The Vendor shall assume responsibility for the content it publishes on its Product page.
5.2.12. The Vendor agrees that because of lead time due to quality control, the Product page may not go online instantly.
5.3. Sale of the Products
5.3.1. The Vendor is responsible for setting the price of its Products on the Platform. The price must include taxes and comply with applicable laws in effect for the full duration of the listing.
5.3.2. The Vendor authorizes Zando to accept binding sales on its behalf. Zando will ensure that order data is passed on to the Vendor through SellerCenter within one (1) Business Day.
5.3.3. The Vendor does not have the right to contact the Customers directly and the Vendor agrees that Zando is the owner of the Customer information.
5.3.4. The Vendor shall not send advertising or promotional emails to a Customer without the prior consent of Zando and the Customer.
5.3.5. The Vendor is responsible for keeping an up-to-date inventory of all the Products displayed on the Platform and undertakes to immediately notify Zando if any Product is out of stock via SellerCenter.
5.3.6. The Vendor must adhere to its range of Products and prices as provided to Zando and as described on the Product listings on the Platform.
5.3.7. The Vendor acknowledges and undertakes that there are no ongoing criminal, insolvency or tax investigation proceedings or other penalties outstanding in relation to the Product. The Vendor further undertakes to take great care to keep his range of Products, stock count, prices and associated terms and conditions like delivery fees up to date.
5.4. Packaging and Fulfilment
5.4.1. The Vendor shall process the Order and prepare the packaging of the Product, with all reasonable care, on receipt of a Confirmation of Sale from Zando. The Vendor shall package according to Delivery Guidelines.
5.4.2. Orders should be fulfilled and prepared by the Vendor in good order and quality, in line with Zando’s quality standards, within one (1) Business Day from receipt of Confirmation of Sale from Zando. Should the Vendor be unable to fulfil an Order submitted to it, it must notify Zando within one (1) Business Day after receiving the Confirmation of Sale from Zando.
5.4.3. The Vendor must assign the Order the default order number given in the SellerCenter application, preceded by “MP-“. The Vendor must then print the invoice and shipping label generated by the SellerCenter application. The Vendor must package each order in a sealed plastic package and include the invoice inside the package while fixing the shipping label on the outside. The Vendor is responsible if any item within the package is missing.
5.5. Promotions
5.5.1. If a Vendor submits Products using the Promotion Feature in SellerCenter, the Vendor agrees to sell the Products at the price entered into the Promotion Feature for the period mentioned in the Promotion description.
5.6. Logistics
5.6.1. The Vendor shall deliver the Order, or arrange for a service provider to deliver the Order, to Zando’s Warehouse within 1 ½ (One and a half) Business days after receipt of the Confirmation of Sale from Zando.
5.6.2. The Vendor shall ensure that all the Products are the exact products delivered to the Warehouse. The Vendor can only deliver its Products during the opening hours of the Warehouse. When delivering its Products, the Vendor must provide the list of the products and quantities delivered to Zando.


6. Penalties
6.1. Penalties may be instituted in the case of non-compliance by the Vendor with Zando’s quality commitments to its Customers at Zando’s discretion.
6.2. If instituted, penalties shall be awarded to compensate Zando for any extra effort required to meet our mission of providing quality products to Customers, and to protectc the best interest of the Zando brand. The following are usual offences that may be subject to penalties:

6.2.1. sale of counterfeit products and non-conformity to the Prohibited and Restricted Products Policy;
6.2.2. slow fulfilment of orders;
6.2.3. cancellation of orders and out of stock;
6.2.4. non-compliance with Packaging Guidelines;
6.2.5. high rate of Returns of products according to Zando’s discretion;
6.2.6. breach/infringement of any applicable law and regulations.
6.3. The Penalties shall be described and instituted in accordance with the Penalty Guidelines.


7. Payment and Taxes
7.1. Zando’s commission:
7.1.1. Zando’s commission for services rendered shall be a calculated as a fixed percentage of the Recommended Retail Price (“RRP”) of the Product, excluding VAT. The fixed percentage shall be set out in Annexure A, attached hereto.
7.1.2. The commission percentage shall exclude VAT and VAT shall therefore be added to the commission amount on Zando’s Invoices.
7.1.3. In the event that products are discounted by the Vendor, the parties agree that Zando’s commission shall still be calculated on the full RRP, before any discounts or reductions are applied against the RRP.
7.2. Fulfilment fees:
The fee structure is set as follows (all in ZAR, excl. VAT):

  • Fulfilment fees Delivery fee (per order) R30
  • Return fee (subject to 9) R0 Optional fees (at Vendor request)
  • Picture cost (per style)* R100

* Samples to be delivered to Zando at Vendor’s cost and returned by Zando at Zando’s cost
* Should Vendor request Zando to take pictures of products, the Vendor shall be entitled to use those pictures (excluding model images) for marketing the sale of their products on www.zando.co.za only. Whenever these photographs are used by the Vendor, there must be a link redirecting potential customers to those products on www.zando.co.za. The Vendor shall not be entitled to use the pictures for any other marketing purposes unless expressly agreed to by Zando.
7.3. Zando’s invoicing and payment to the Vendor:
7.3.1. Zando shall provide the Vendor, by the 15th of every month, with:
7.3.1.1. a statement of all the Vendor’s Products sold in the preceding month, less any Products returned in that period, known as an Account Statement. The Account Statement shall include inter alia the details of the Products sold, the quantity sold, the amount the Products were sold for and the amount of VAT charged; and
7.3.1.2. a Tax Invoice for Zando’s commission earned during the preceding month;
7.3.2. The Vendor shall be entitled to the total amount recorded in the Account Statement at Display Price.
7.3.3. Zando shall settle the balance between the total amount due to the Vendor as per the Account Statement and Zando’s Tax Invoice for commission and any other costs as agreed, within 1 month from month-end of the period described in the Account Statement.
7.3.4. The Vendor shall furnish Zando with an original letterhead, with the correct bank account details and signed by an authorized signatory, which details shall act as the agreed bank account into and from which payments shall be made.
7.3.5. Zando shall pay all amounts owing in terms of clause 7.3.3 into a bank account nominated by the Vendor, by electronic funds transfer.
7.3.6. It is specifically recorded that it is the Vendor’s responsibility to declare VAT on Product sales reflected in the Account Statement. For the avoidance of doubt, the parties specifically agree that Section 54(2) of the VAT Act No. 89 of 1991 is applicable. The sale of Products to Customers is deemed to be made by the Vendor and not Zando. The Vendor may use the Product sale information in the Account Statement for the purposes of declaring output VAT.
7.3.7. In the event that the Customer requests an invoice for a Product sale, Zando will issue an invoice on behalf of the Vendor in terms of section 54(2) as stated above.
7.3.8. Payment method may be subject to change as described in the Payment Terms Guidelines.
7.3.9. Each party shall be responsible for the settlement of its respective tax obligations which arises from any transaction in relation to this contract.


8. General acknowledgments
8.1. The Parties acknowledge and agree that Zando has the right to amend/modify the general terms and conditions of the Platform at any time and without giving any justification. In this case, Zando will furnish the Vendor with notice of intended amendments/modifications via email, at least three (3) days prior to making the changes. If the Vendor does not object to these amendments/modifications in writing within three (3) Business Days of delivery of the notice, the changed terms and conditions will be considered accepted by the Vendor.
8.2. The Vendor acknowledges that the relationship between the Customers and Zando is governed by the privacy policy and the general terms and conditions, both of which are available on the Platform and updated from time to time.
8.3. The Parties acknowledge and agree that Zando may carry out changes to the Platform or the service, or suspend the service, without notice to the Vendor.


9. Returns
9.1. The Vendor shall accept Zando’s Return Policy provided on the Platform. The Vendor agrees to renounce its own return policy in respect of orders on Zando.
9.2. General conditions for return:
9.2.1. Zando will accept returns from the Customer, at no cost to the Customer, provided that the following conditions are satisfied:
9.2.1.1. The return request must be made by the Customer by contacting Zando’s customer service within no later than Fourteen (14) days from Delivery Date
9.2.1.2. The Products are returned in the original packaging;
9.2.1.3. The Product shows no sign of usage.
9.2.1.4. The returned Product is not one of the non-returnable Products or brands stated on the Platform.
9.3. Zando will collect returns at no cost to the Vendor.
9.4. Conditions for returning a defective Product:
9.4.1. The return request must be made by the Customer within no later than six (6) months from the delivery date and must be in line with provisions of Consumer laws relating to the return of defective goods;
9.4.2. The product must be defective, appear to be defective to Zando or must not comply with the Customer’s right to receive safe and good quality goods in terms of the Consumer Protection Act;
9.4.3. Zando will proceed with the return process, only if Zando’s after sales support team failed to fix the problem;
9.4.4. A quality control is undertaken in the Warehouse in order to determine who is responsible for the return of the product.
9.5. Zando will accept returns of Products that reasonably appear to be defective and will not be obliged to investigate the defect after 14 (fourteen) days; and
9.6. Defective Products will be returned to the Vendor at the Vendor’s expense.
9.7. If the quality control shows that the Customer is responsible for the defect, the product shall be sent back to the Customer and there will be no reimbursement.
9.8. If the Vendor or manufacturer is responsible for the defect, the Product shall be sent back to the Vendor.
9.9. In case of disagreement over the quality control, the Vendor must provide Zando with proof that the Product was not defective and had the quality necessary to be sold when it was delivered to Zando.
9.10. If at the end of the return process, Zando considers that the final Customer must be reimbursed, Zando shall reimburse the Customer and process the return on the SellerCenter, which will reduce the amount due to the Vendor for the particular Account Statement period.
9.11. If the conditions contained in clauses 9.2 and 9.4 are satisfied, Zando will collect and send the returned Product to the Vendor within (14) days, at no additional cost. The Vendor will accept the return.
9.12. The term “return” in terms of this Agreement, includes cancellations prior to delivery to Customer.


10. Liability
10.1. The Parties acknowledge and agree that Zando does not guarantee the quality or the condition of the sold Products. The Vendor acknowledges that all the Products are free from defects in design, materials and workmanship, clear of any liens, claims and encumbrances and comply with all relevant laws, regulations and requirements. The Vendor also acknowledges that the Products are of merchandisable quality, fit for the particular purpose for which they are intended and match their description. The Vendor undertakes to indemnify Zando against any third party claims relating to the quality or the condition of the sold Products or resulting from the Vendor’s violation of any of the applicable laws or regulations.
10.2. Zando does not guarantee that the Platform will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such issue.
10.3. VAT liability for the product sold rests with the Vendor and Zando shall not be responsible for any VAT issues that may arise.
10.4. Zando does not guarantee any commercial results to the Vendor concerning the products that the Vendor puts on Zando’s platform.
10.5. Zando shall not be held responsible for any prejudice and direct or indirect damages of whatsoever nature done to the Vendor because of the use, interruption or dysfunction of Zando’s website, mobile website, Android Application or any other service provided by Zando.
10.6. Zando, its subcontractors and suppliers shall not be responsible for any delays or impossibility to fulfil their contractual obligations in case of:
10.6.1. force majeure;
10.6.2. interruption of the website connection because of maintenance operations or refreshing information published;
10.6.3. momentary inability to have access to the website or mobile application because of a technical problem;
10.6.4. hacking or any other cause which interrupts the access to the internet laws, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes;
10.6.5. interruption of traffic;
10.6.6. interruption of production or operation, difficulties in obtaining labour, fuel, parts or machinery;
10.6.7. power failure or breakdown in machinery.
10.7. The Vendor acknowledges that due to unforeseen technical challenges of telecommunication operators, the permanent availability of www.zando.co.za cannot be guaranteed.


11. Confidentiality
11.1. The Parties undertake that, for the duration of this Agreement and for one (1) year after termination, they will not disclose, provide, copy or otherwise make available to any third party any Confidential Information of any kind concerning the other Party except to the extent necessary to implement this Agreement and perform the marketing services stated thereto, this includes, but is not limited to, the content of this Agreement, all the information and data acquired in connection or for the purposes of this Agreement. The Parties undertake to comply with all applicable privacy laws and handle accordingly all data related to Customers, Vendors and business partners.
11.2. Upon termination of this Agreement each Party must immediately return to the other Party all material in its possession which contains Confidential Information of the other Party.


12. Intellectual Property Rights
12.1. For the purposes of this Agreement, the Parties acknowledge and agree that Zando has the right to utilize the Products and the Vendor’s name, logos, listings, trademarks, intellectual property rights and significant signs by several means and forms for marketing purposes and disclose the relationship with the Vendor.
12.2. The Vendor grants to Zando a royalty-free, perpetual, unrestricted license to use and distribute any materials provided by the Vendor to Zando, for the purpose of advertising Zando's service. In particular, this includes using it in Google AdWords campaigns, domain name registrations and other online marketing and search engine optimization measures.


13. Representation and Warranties
13.1. The Vendor represents and warrants that:
13.1.1. It has good title to, and is the sole beneficial owner of, the Products supplied to Zando under this Agreement;
13.1.2. As at the date of this Agreement, the Vendor is not aware of any claim for infringement of Intellectual Property Rights or for the breach of any obligation of confidence, arising out of the manufacture, sale or use of the Products, having made reasonable investigations in this regard, and will immediately notify Zando should such a claim arise;
13.1.3. It will, at no further cost to Zando, procure for Zando all licenses reasonable and necessary to fulfil the services;
13.1.4. The Intellectual Property relating to the Product does not and will not infringe any rights of third parties;
13.1.5. The provision of the Products to Zando does not and will not infringe the rights (including, but not limited to, Intellectual Property Rights) of any third party;
13.1.6. It has the right, power and authority to enter into and perform its obligations in accordance with this Agreement;
13.1.7. All corporate and other necessary action has been taken to authorise the signing and performance of this Agreement; and
13.1.8. This Agreement is valid and legally binding on the Vendor.
13.2. The Vendor further warrants that the Products will:
(a) Be free from defects in design, materials and workmanship;
(b) Be of good quality, and shall be useable and durable for a reasonable period of time;
(c) Be fit for the purpose they are generally intended; and
(d) Meet the relevant Standards and comply with all relevant laws, regulations and Standards;


14. Indemnities
14.1. The Vendor shall be liable for and hereby indemnifies Zando against proven liabilities, claims, proceedings, judgments, damages, obligations, costs and expenses of any nature (including legal fees on the scale most favourable to Zando and court costs), arising in any manner out of the Vendor’s conduct (acts and/or omissions), or those of the Vendor’s employees, agents or contractors, whether in delict, contract or otherwise, including:
(a) Personal injury or the death of any person;
(b) Loss of or damage to any property; and
(c) Breach of any representation or warranty contained in this Agreement.
14.2. It is not necessary for Zando to incur any cost or expense or make any payment before enforcing a right of indemnity conferred by clause 14.1, and Zando shall be entitled to require the Vendor to step into the Zando’s shoes, and/or to do all such things and incur all such costs as may be reasonably necessary to give effect to the indemnity in this clause, but such costs shall first be discussed and agreed with Zando.
14.3. The indemnities provided shall survive the termination of this Agreement.


15. Insurance
Zando shall insure the Products against reasonable risk during the time that the Products are in Zando’s possession, while the Vendor shall effect and maintain at its own expense a suitable insurance policy in respect of any events which may arise in connection with this Agreement.


16. Amendment
Any amendments to this Agreement or the Guideline will be communicated to the Vendor by email and SellerCenter account notification. The Vendor will have two (2) weeks to accept amendments to the Agreement or to communicate its disagreement. If the Vendor does not agree within the two (2) weeks’ timeline, its SellerCenter account will be suspended.
Amendments to the Guidelines will be effective upon Zando posting such updated Guidelines in SellerCenter. The Vendor’s continued access or use of the SellerCenter after such posting constitutes the Vendor’s consent to be bound by the Guidelines, as amended.


17. Assignment
The Parties acknowledge and agree that the rights and duties created by this Agreement are personal to the Parties and that it was granted in reliance upon their individual or collective character and business ability, therefore neither Party may assign this Agreement wholly or partially without the prior written consent of the other Party.


18. Entire Agreement
The Parties acknowledge and agree that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressed in it.


19. Severability
The Parties acknowledge and agree that the provisions of this Agreement are severable and if any provision in this Agreement is held invalid or unenforceable under any competent jurisdiction, such invalidity or enforceability will be restricted only to the this provision and will not in any manner effect the validity or enforceability of the other provisions in this Agreement. The parties will endeavour to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause.


20. Independent Contractors
Zando and the Vendor are acting hereunder as independent contractors. Vendor will not be considered or deemed as an agent, employee, joint venture or partner of Zando. The Vendor’s personnel will not be considered employees of Zando, will not be entitled to any benefits that Zando grants it’s employees and will have no authority to act on Zando’s behalf.


21. Term and Termination
21.1. Duration of Agreement
This Agreement will remain in full force and effect until it is terminated by either Party by serving a thirty (30) day written notice of termination on the other Party. The rights and obligations generated during this notice period are still subject to the terms and conditions of this Agreement.
21.2. Immediate Termination by Zando
Zando may terminate this Agreement immediately if the Vendor fails to satisfy a minimum level of operational performance in order to provide a satisfactory Customer experience of purchase on the Platform. Termination on this basis shall be at Zando’s sole discretion.
Zando may also terminate this Agreement with immediate effect where the Vendor repeatedly receives negative ratings and reviews which are not unjustified or where Vendor repeatedly provides misleading information or withholds information required to present the Vendor’s products. For the avoidance of doubt, typos, mistakes and transmission errors shall not be grounds for immediate termination of this Agreement unless they are intentionally caused or caused by gross negligence. or
If the Vendor fails to fulfil any of its obligations or undertakings stated in clause 5 of this Agreement.


22. Consequences of Termination
22.1. The Parties will settle within a maximum period of 1 month any amounts due in accordance with the terms and conditions of this Agreement.
22.2. Termination of this Agreement is without prejudice to any of the rights, remedies or obligations of the Parties existing at the time of termination and the obligation to pay any amounts due and/or payable hereunder.


23. Breach of Agreement
23.1. Zando may:
23.1.1. Terminate this Agreement with immediate effect, if the Vendor is in breach of its obligations under this agreement and such breach is not remedied within 7 (Seven) days of receiving a notice of breach from Zando; or
23.1.2. Terminate this Agreement on the occurrence of the third breach, if the Vendor commits a breach of this Agreement on any 3 (Three) occasions in a rolling 6 (Six) month period; or
23.1.3. Impose appropriate penalties, such as delisting/suspension of the Vendor from the Platform for an appropriate period.


24. Governing Law and Dispute Resolution
This Agreement is governed by and construed in accordance with the substantive laws of the Republic of South Africa. Any dispute arising out of the execution, interpretation or termination of this Agreement will be settled by any competent Court in the Republic of South Africa.


25. Privacy and Data Protection
25.1. In performing their responsibilities under this Agreement, the Parties shall comply with the provisions of the prevailing privacy and data protection legislation governing the collection, use and processing of Personal Information as defined in the Protection of Personal Information Act 4 of 2013.
25.2. The Vendor shall at all times during the performance of its obligations in terms of this Agreement ensure that (a) no data collected from any person during the supply of the Products, is sold, disclosed, commercially exploited, or used in any way other than as expressly authorised by Zando and (b) ensure that it processes data for only the express purpose for which it was obtained.
25.3. The Vendor consents to the collection, processing and further processing of its personal information (including personal information contained in electronic communications) by the Purchaser for the purposes of implementing this Agreement and facilitating the supply of the Products.

DELIVERY GUIDELINES
(Please disregard the clauses which is not relevant to your product)
1. Preliminary Remarks
In order to justify the trust placed in Jade E-Services South Africa Proprietary Limited (hereinafter referred to as “Zando”) by its customers and to always be able to send high-quality merchandise to Zando’s customers in undamaged original packaging on time, standardized procedures, in particular in the logistics sphere, are indispensable.
In view of this, Zando and the Vendor (collectively the “Parties”) have agreed on the following guidelines relating to orders, delivery and invoicing. The guidelines apply to all contracts concluded between Zando and the Vendor and form part of the legally enforceable agreement between Zando and the Vendor and are binding whether or not they have been signed by the Parties.
2. Contact Data at Zando
Zando endeavours to make available to the Vendor efficient contacts for all matters relating to the business relationship.
3. Delivery type
It is assumed that the Vendor will provide delivery to Zando’s named Delivery Address.
4. Requirements for Apparel/Garments and CHEP Pallets
Due to the imminent implementation of legislation requiring the mandatory care labelling and fiber content labelling of garments & textile products, it is required that garment Consignors comply with the following three SABS “Codes of Practice”.
4.1 The label for apparel is mandatory and needs to state the following in English
(a) Country of origin, e.g. "Made in South Africa", "Made in China", "Made in India", etc.
(b) % Fiber Content, in accordance with South African National Standards document.
(c) Care labelling, in accordance with South African National Standards document.
4.2 The requirements and specifications of the labelling is as follows:
(a) Labelling
• Must be clearly visible and no part of the information can be obscured
• Trade name or trademark may precede or follow indication of fiber content
• Ensuring fabric or article is appropriately labelled and the information is easily accessible to Zando when product is sold or displayed
(b) Size of labels
• Either woven or printed on satin
• Size to be 20mm x 90mm (total including fold)
• Must be of suitable size and material so that the information is clearly legible.
• Must withstand the appropriate cleaning treatment throughout the useful life of the product
• Where it is in direct contact with the wearer’s body it must not cause irritation to the skin (e.g. scratching)
(c) Application of labels or marking
• Must be marked or labelled on one or more of the following ways:
o On a label securely attached to the article (i.e. sew-in label)
o On packaging or label attached to packaging
o By swing-tag or sticker
(d) Naming
Fabric type and names must be:
• The generic name
• Or the generic name and the trade name
• Must be in one or more of the official languages in South Africa
(e) Percentage sign
Must be:
• By the % symbol
• Or by the word percent
The percentage must be indicated unless otherwise stated
Products containing two or more fibers:
• Where both products are different fibers and are sold together as a complete unit (i.e. two piece suit or skirt with a bodice)
• Indicate the fiber content of each unit or component
• Where both products are the same fiber content and are sold as a complete unit (i.e. skirt and top) only one label or indication of fiber content is required.
5. Individual Sales Packaging and Article Numbers
5.1 The Vendor shall deliver all individual articles in individual packaging (e.g. shoe boxes, polybags).
5.2 The individual packaging must be unrestrictedly suitable for onward sale to end consumers. In particular, this means that it must be undamaged and clean both outside and inside (e.g. tissue paper).
5.3 The Vendor shall label the individual article by a clear article number in each case. A clear article number only exists if the number refers to the individual article as homogeneously-sorted.
5.4 The colour code must be integrated into the article number. If the Vendor does not use different article numbers for different colours of an article, the Vendor must state the colour in an additional way (other than stating the specific colour).
5.5 The article number must be identical with the article number stated in the Confirmation of Sale from Zando. Otherwise, delays in the acceptance of merchandise will result. If a comparison of the article numbers is also not possible individually (instead of technically), this can lead to the merchandise being deposited in storage for blocked stock and to considerable delays in the entire logistics procedure. In addition, interim storage in storage for blocked stock incurs costs; Zando reserves the right to invoice the Vendor for these costs.
6. Delivery Note
The Vendor will enclose a delivery note with each delivery. A delivery note template is available on SellerCenter.
7. Fragile Merchandise, Partial Performance
The Vendor will pack fragile merchandise particularly carefully.
The Vendor is not entitled to partial performance. Notwithstanding this, Zando reserves the right to accept partial performance.
8. Consequences of Failure to Comply with the Delivery Guidelines
Due to its optimized logistics procedure, Zando relies on the Vendor’s compliance with the delivery guidelines. If the Vendor breaches these Delivery Guidelines, Zando’s entire logistics procedure may be disrupted and Zando may incur considerable damage/loss as a result.
For this reason, Zando in particular reserves the right to refuse to accept the merchandise in the following cases:
• Delivery without a delivery note
• Delivery of merchandise not advised
• Deliveries outside the delivery times
• Transport damage or defects of the merchandise