NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:1. DEFINITIONS
1.1 In this Agreement, unless inconsistent with, or otherwise indicated by, the context:
1.1.1 “Agreement” shall mean the Agreement set out in this document namely the terms and conditions of the LOLASILK website, application and/or portal applicable to incentivised PARTICIPANTS.
1.1.2 "Business Day" means any day that is not a Saturday, Sunday or official public holiday in the Republic of South Africa;
1.1.3 “Confidential Information” means and includes information about websites, software, screens, specifications, data, methods, processes, procedures, improvements, "know-how," marketing techniques and business plans, strategies, customer names and other information related to customers, price lists, pricing policies and financial information or other business in oral, demonstrative, written, graphic or machine-readable form, which is unpublished, not available to the general public or trade, and which is maintained as confidential and proprietary information by the disclosing party for regulatory, customer relations, and/or competitive reasons. Confidential Information also includes any information described above which the disclosing party has obtained in confidence from another party.
1.1.4 “Incentive” means a credit award that is allocated to a Participant who purchases selected products from LOLASILK, such incentive is in the form of a credit to the PARTICIPANT’s next order;
1.1.5 “Lolasilk” is the trading name, style and brand of PEPPERFLY (PTY) LTD (registration number 2018/323630/07;
1.1.6 “Lolasilk Level” shall be the Incentive scheme in Schedule 1 which the PARTICIPANT is eligible for, based on performance.
1.1.7 “Parties” LOLASILK and the PARTICIPANT collectively and a reference to a "Party" shall mean either LOLASILK or the PARTICIPANT, as determined from the context of this Agreement;
1.1.8 “Participant” is defined in terms of the registration application entered into by the website user. Each PARTICIPANT will be assigned a unique code and website profile The unique code will change every 12 months and may be valid for longer at the discretion of LOLASILK.2. INTRODUCTION
2.1 LOLASILK is a seller and importer of various hair and synthetic hair-related products, such as inter alia: wigs, hair pieces, hair extensions, braids and other hair-related products et cetera (‘products’) which it will sell to the PARTICIPANT, being a hairdresser, hair salon operator or distributor or the like.
2.2 The parties enter into this agreement to set out an incentive plan to for the PARTICIPANT to achieve excellent long-term performance for the LOLASILK in the marketing and selling of LOLASILK’S products.
2.3 The PARTICIPANT may opt out of this Agreement by notifying LOLASILK via email addressed to email@example.com. Any obligations in terms of this Agreement shall immediately become due upon opt out.
2.4 The PARTICIPANT hereby confirms its acceptance of the appointment.
3.1 This Agreement will commence on the date of acceptance (whether in writing or electronically) of this Agreement by the PARTICIPANT and LOLASILK and shall remain indefinitely until terminated in accordance with this Agreement.
3.2 Prior to LOLASILK’s acceptance of this Agreement, LOLASILK will vet the PARTICIPANT based on the PARTICIPANT’s information provided, which the PARTICIPANT warrants is accurate.
4. LEGAL NATURE OF THE APPOINTMENT
4.1 The appointment of the PARTICIPANT is not exclusive. LOLASILK reserves the right to appoint an indefinite amount of PARTICIPANTS who shall be rewarded for their results.
4.2 The PARTICIPANT undertakes not to portray itself to the general public as an agent of LOLASILK and LOLASILK undertakes not to portray itself to the general public as an agent of the PARTICIPANT.
4.3 The relationship between the Parties in terms of this Agreement shall involve a close collaboration between two independent contracting Parties and in the circumstances shall not imply any employment relationship or partnership in the legal sense, nor shall it constitute either party the agent or authorised representative of the other party.
4.4 The rights and obligations of the Parties in terms of this Agreement shall be incapable of being ceded, assigned or delegated to any other person outside of the LOLASILK or the PARTICIPANT, save with the written consent of the other party, or as provided for in this Agreement.
4.5 The PARTICIPANT warrants that information it provided to LOLASILK prior to the commencement of this Agreement is correct, should it come to the attention of LOLASILK that the PARTICIPANT has not been truthful, it may terminate this Agreement immediately.
4.6 The PARTICIPANT acknowledges that:
4.6.1 LOLASILK may amend its rewards program or Incentives at any time upon notice or publication on its website.
4.6.2 It will be purchasing products from LOLASILK for resale.
4.6.3 All products offered are subject to availability.
4.6.4 Should there be an amendment of the product list or prices thereof, LOLASILK will notify the PARTICIPANT by notice on the website and/or via email. Changes shall be effective on publication, unless stated otherwise.
4.6.5 Ordering, returns, delivery et cetera shall be in terms of LOLASILK’s standard website terms and conditions.
4.6.6 The rights in all intellectual property in the website and product offerings shall always vest in LOLASILK (or an authorised third party) but shall never vest in the PARTICIPANT.
4.6.7 It will provide LOLASILK with a valid name, identity number, name of business (hair salon, store or warehouse, as the case may be) and registration number (if applicable), physical address of the business, email address, a mobile phone number and recent photograph of the outside shopfront and the inside of the PARTICIPANT’s business.
4.6.8 LOLASILK is authorised to send the PARTICIPANT marketing information.
4.6.9 Any account which remains inactive for 1 (one) year shall be deleted by LOLASILK.
4.6.10 In the event that the PARTICIPANT’s customer buy directly from LOLASILK: It is the PARTICIPANT’s responsibility to ensure that its customers enter the PARTICIPANT’s unique code when making purchases in order for the PARTICIPANT to receive incentives. Should the customer fail to enter the unique code, the PARTICIPANT will not be entitled to receive an incentive.
4.6.11 In the event that the customer buys through the PARTICIPANT and LOLASILK is responsible for the delivery to the final customer (for example another ecommerce business reselling LOLASILK products):
188.8.131.52 The PARTICIPANT shall pay LOLASILK via EFT and will be provided a 5% credit on the total order value (excl. VAT) ; and
184.108.40.206 LOLASILK will then issue a gift card at the end of every month to the PARTICIPANT in terms of the relevant Incentive scheme.
4.6.12 It may not directly sell products to other ecommerce businesses without the written permission of LOLASILK.5. THE PARTIES’ OBLIGATIONS
5.1 LOLASILK shall:
5.1.1 Make a list of products available on its website,
5.1.2 From time to time, at its discretion, through a dedicated liaison, attend the PARTICIPANT’s workplace for the purposes of contact, assistance or feedback.
5.2 The PARTICIPANT undertakes:
5.2.1 Not to do anything which will prejudice LOLASILK or its reputation;
5.2.2 Not to copy LOLASILK’s products or portray any other product as a LOLASILK product;
5.2.3 To acquaint itself with LOLASILK’s products and educate its customers accordingly when fitting such products on their customers;
5.2.4 To pay LOLASILK on time in terms of LOLASILK’s invoices and payment terms. With regard to non-ecommerce purchases, payment shall be made prior to delivery of the order;
5.2.5 Not to sell products for less than LOLASILK’s prevailing suggested price, which may be amended by LOLASILK from time to time;
5.2.6 Not to alter LOLASILK’s marketing material or remove LOLASILK’s logo from provided images/photographs.
6.1 As an Incentive for achieving sales by the PARTICIPANT, LOLASILK will reward the PARTICIPANT in terms of its Reward Status in Schedule 1.
6.2.1 are not transferable and can only be claimed by the PARTICIPANT who earned them;
6.2.2 may not be redeemed for cash or substituted;
6.2.3 may not be earned retrospectively;
6.2.4 will be allocated to the next order of products from LOLASILK;
6.2.5 are valid for 3 (three) months from date of being earned;
6.2.6 will be shared with Participant monthly or when requested in the form of a statement.
6.3 LOLASILK may run promotions and/or offers from time to time, the additional terms of which will be displayed on promotional material, whether online or printed.
6.4 The Participant is responsible for obtaining his/her own tax advice independently and is liable for their own taxes incurred as a result of Incentives.
6.5 Any Incentives paid by LOLASILK shall be refunded to LOLASILK in the event that products are returned.
7.1 The PARTICIPANT undertakes that its log-in and password will not be disclosed to third parties and will be used solely for personal use, and that the PARTICIPANT will take the necessary precaution of keeping such information safe.
7.2 The PARTICIPANT is fully responsible for his/her log-in details on the website.
7.3 LOLASILK or its appointees shall not be liable for any security breaches occurring on the website whatsoever.
8.1 the Parties acknowledge that Confidential Information submitted during the course of their business relationship is information that should be treated with the strictest of confidence and the Parties agree that it shall not use the Confidential Information for any other purpose whatsoever than that stated in this Agreement;
8.2 The Parties shall keep in the strictest confidence all the Confidential Information.
8.3 The obligations set out under this confidentiality clause will remain in force throughout the period in which LOLASILK’s services are utilised by THE PARTICIPANT and shall continue to remain in force for a period of 3 (three) years after termination of the services should such situation arise.
9. BREACH AND TERMINATION
9.1 In the event of either Party to this Agreement committing an act of breach, the Party prejudiced thereby shall by written notice call upon the defaulting Party to remedy such breach within 7 (seven) days of receipt of such written notice failing which the Party calling upon the remediation shall have the option to seek specific performance and/or the right to cancel and sue for damages, besides any other rights such Party may have in terms of law. The successful litigant shall be entitled to obtain a cost order as calculated on attorney and own client scale.
9.2 LOLASILK may terminate this Agreement on notice, the provisions which survive termination shall endure.
9.3 LOLASILK reserves the right to stop supplying the PARTICIPANT immediately should the PARTICIPANT:
9.3.1 Fail to make payment of overdue invoices,
9.3.2 Have breached invoicing terms on any 1 (one) occasion,
9.3.3 Do anything whatsoever which will prejudice LOLASILK or its brand,
9.3.4 Provide any misleading information to LOLASILK.
10.1 For the purpose of this Agreement PARTICIPANT’s physical and electronic addresses shall be in accordance with signing up on the Website.
10.2 Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from another including by way of facsimile transmission and/or electronic mail shall be adequate written notice or communication to such party.
11. WHOLE AGREEMENT
This Agreement, together with LOLASILK’s standard terms and conditions displayed on the LOLASILK website constitutes the whole agreement between the Parties as to the subject-matter hereof and no agreement, representations or warranties between the Parties other than those set out herein are binding on the Parties.
No addition to or variation, consensual cancellation or novation of this Agreement and no waiver of any right arising from this Agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.
No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this Agreement and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such party or operate as a waiver or a novation of, or otherwise affect any of that Party's rights in terms of or arising from this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.
If any provision contained in these terms and conditions is held to be illegal, invalid or unenforceable, it shall be severable, shall be deemed to be deleted from these terms and conditions and shall not affect the validity or enforceability of other provisions in these terms and condition.SCHEDULE “A” TO LOLASILK’S INCENTIVE PROGRAM
15. The PARTICIPANT’s LOLASILK Level shall be defined in accordance with the PARITICPANT’s purchases from LOLASILK.
16. LOLASILK may amend the levels upon notice either by publication on the website or via email.
17. All levels are subject to the following:
17.1.1 The PARTICIPANT shall be entitled to a once-off discount of 30% on the first (1) product that they order from LOLASILK.
17.1.2 The PARTICIPANT’s client will receive a 5% discount on any order using the PARTICIPANT’s unique code for the validity of the code;
17.1.3 LOLASILK Levels are not cumulative and/or inclusive of lower levels and benefits are not compounded. Incentives are applicable only to the relevant level.
17.1.4 The PARTICIPANT will be provided a 5% credit from their referred clients who enter the PARTICIPANT’s unique code for the first 3 (three) orders of that specific client.
17.1.5 In the event of the PARTICIPANT making manual payments, such payments must be made in terms of the issued invoice, and prior to delivery failing which the discount may be forfeited.LOLASILK LEVELS
18. Lola Team level:
18.1 Orders below R10,000 or less than 6 products;
18.2 The PARTICIPANT will be entitled to:
18.2.1 7-10% discount on that specific order (applied at checkout on the website or in the physical invoice sent manually);
18.2.2 an exclusive LOLASILK portfolio booklet and updates from time to time (additional portfolio booklets may be purchased from LOLASILK);
18.2.3 access to a direct and exclusive telephone hotline to LOLASILK’s internal management team.
19. Lola Star Team Level:
19.1 Orders in excess of R10,000 in monthly purchases from LOLASILK;
19.2 The PARTICIPANT will be entitled to:
19.2.1 a 12-15% discount on that specific order (applied at checkout on the website or in the physical invoice sent manually);
19.2.2 an exclusive LOLASILK portfolio booklet and updates from time to time (additional portfolio booklets may be purchased from LOLASILK);
19.2.3 access to a direct and exclusive telephone hotline to LOLASILK’s internal management team;
20. Lola Expert Team Level:
20.1 Purchases in excess of R20,000 in monthly purchases from LOLASILK;
20.2 The PARTICIPANT will be entitled to:
20.2.1 a 17-20% discount on all orders (applied at checkout on the website);
20.2.2 an exclusive LOLASILK portfolio booklet and updates from time to time (additional portfolio booklets may be purchased from LOLASILK);
20.2.3 access to a direct and exclusive telephone hotline to LOLASILK’s internal management team;
20.2.4 invitation to a LOLASILK masterclass on how to improve sales, transform their business with expert hair stylist and business consultant.