Merchant, Reseller & Affiliate Terms of Engagement

Agreement between the Merchant, Reseller or Affiliate and Timbaktuu Post (Proprietary) Limited (“Tuu Post”).

These Terms of Engagement (“Terms”) govern the relationship between Timbaktuu Post (Proprietary) Limited, a company registered in the Republic of South Africa under number 2018 / 484330 / 07, trading as Tuu Post (“Tuu Post”, “we”, “our” or “us”), and any person, sole proprietor, partnership, close corporation or company who applies to participate in, is onboarded into, or performs any activity within the Tuu Post network as a Merchant, Reseller or Affiliate (“you” or the “Participant”).

By applying to join the network, accepting onboarding, or performing any activity on behalf of or in connection with Tuu Post, you agree to be bound by these Terms without modification. Please read them carefully and retain a copy. If you do not agree with them, you must not participate in the network. These Terms should be read together with our Website Terms of Use and our Privacy Notice, which are incorporated by reference.

Clause 01Definitions and interpretation

In these Terms, unless the context indicates otherwise:

“Reseller” means an individual or merchant appointed by Tuu Post to provide reseller and field services — including customer enrolment, identity verification, distribution, cash-in / cash-out and the sale or activation of products and services — on the terms set out in these Terms;
“Affiliate” means an individual appointed by Tuu Post to provide referrals only, and who is not authorised to transact, collect money, verify identities or represent that they act for Tuu Post beyond the making of a permitted referral;
“Merchant” means an outlet, retailer or trading establishment that operates as a point of presence within the network;
“Network” means the combined merchant, reseller and affiliate infrastructure operated by Tuu Post; “Platform” means the Tuu Post operational systems, applications and tools;
“Enterprise Client” means a brand or organisation on whose behalf Tuu Post deploys products and services; “End Customer” means the person to whom those products or services are delivered;
“Commission” means any fee, margin, incentive or referral fee payable by Tuu Post to the Participant, determined in accordance with Clause 06;
“POPIA” means the Protection of Personal Information Act 4 of 2013; “FICA” means the Financial Intelligence Centre Act 38 of 2001; “CPA” means the Consumer Protection Act 68 of 2008; “ECTA” means the Electronic Communications and Transactions Act 25 of 2002.

Headings are for convenience only and do not affect interpretation. Words importing one gender include the others, the singular includes the plural and vice versa, and a reference to a statute is a reference to that statute as amended from time to time. Where any provision defines a word or expression in the body of these Terms, that definition applies throughout. The contra proferentem rule shall not apply, and no provision shall be construed against Tuu Post by reason of Tuu Post having prepared these Terms.

Clause 02Acceptance, modification and precedence

Tuu Post reserves the right, in its sole discretion, to amend, supplement or replace these Terms, the Commission structure, operating standards, territories and any policies, at any time. Amendments take effect when published on this page or otherwise notified to you, and your continued participation in the Network after that date constitutes acceptance. It is your responsibility to review these Terms periodically. Where these Terms conflict with any onboarding pack, schedule, training material or operating procedure issued by Tuu Post, these Terms prevail unless Tuu Post expressly states otherwise in writing.

Clause 03Nature of the relationship

You are engaged as an independent reseller or affiliate referral associate. Nothing in these Terms creates a contract of employment, and the relationship is expressly not governed by the Labour Relations Act 66 of 1995, the Basic Conditions of Employment Act 75 of 1997 or any related labour legislation. You are not entitled to any salary, wage, leave, benefit, pension, medical aid or other employment entitlement.

You are solely responsible for your own income tax, provisional tax, VAT (where applicable), Unemployment Insurance Fund contributions and any other statutory obligations arising from Commission earned, and you indemnify Tuu Post against any claim, assessment or penalty raised by the South African Revenue Service or any authority in respect of your tax affairs. No partnership, joint venture or franchise is created by these Terms. Save for the limited, revocable mandate expressly granted to a Reseller to perform approved activities, you have no authority to act for, bind, incur liability on behalf of, or make any representation or warranty in the name of Tuu Post. An Affiliate has no transactional authority whatsoever.

Clause 04Appointment, onboarding and vetting

Appointment to the Network is at the sole and absolute discretion of Tuu Post. Tuu Post may accept, decline, defer or condition any application without giving reasons. As a condition of appointment you must complete onboarding, vetting and training to Tuu Post’s satisfaction, submit to FICA and identity verification, and provide any documentation Tuu Post reasonably requires. Appointment is non-exclusive: Tuu Post may appoint any number of Merchants, Resellers and Affiliates in any area, and does not guarantee any territory, volume, lead flow or minimum earnings. Any territory, allocation or lead assigned to you may be varied or withdrawn by Tuu Post at any time. You may not appoint sub-agents, sub-resellers or sub-affiliates without Tuu Post’s prior written consent.

Clause 05Obligations of the Participant

You must at all times:

act lawfully, honestly and in good faith, and conduct yourself in a manner that protects the reputation and goodwill of Tuu Post, its Enterprise Clients and the Network;
comply with all applicable laws, including POPIA, FICA, the CPA, ECTA, the Companies Act 71 of 2008 and, where relevant, the National Credit Act 34 of 2005;
make only accurate representations, use only Tuu Post-approved materials, pricing and product information, and never make any promise, warranty or discount that Tuu Post has not authorised in writing;
accurately capture and promptly submit all customer, transaction and KYC information through the Platform, and not falsify, inflate or manipulate any record, enrolment or transaction;
account for and remit to Tuu Post, without deduction, all monies collected from End Customers, and keep such monies separate from your own funds pending remittance;
meet the operating, service and performance standards notified by Tuu Post; and
in the case of an Affiliate, confine your activity to permitted referrals and never collect money, verify identities, transact, or hold yourself out as authorised to do so.

Failure to meet any obligation in this clause is a material breach.

Clause 06Commission, fees and payment

Tuu Post determines the Commission structure, rates, qualifying criteria and payment cycles, and may vary them at any time on notice. Commission is earned only on transactions or referrals that are genuine, fully completed, verified, compliant with these Terms and accepted by the relevant Enterprise Client. No Commission is payable on transactions or referrals that are cancelled, reversed, charged back, fraudulent, duplicated, non-compliant, or that Tuu Post reasonably believes to be so.

Tuu Post is entitled to withhold, adjust, set off or claw back Commission already paid where a transaction is subsequently reversed, disputed, found to be non-compliant, or where you are in breach. Tuu Post’s records and calculations of Commission are, in the absence of manifest error, final and binding. Tuu Post may set off against any amount owing to you any amount you owe to Tuu Post, and may withhold payment pending resolution of any investigation, dispute or reconciliation. Where you are terminated for cause under Clause 12, any accrued but unpaid Commission is forfeited to the extent permitted by law. All amounts are stated exclusive of VAT unless otherwise indicated.

Clause 07Data protection and POPIA

When you process personal information in connection with the Network, you do so as an Operator on behalf of Tuu Post as Responsible Party, within the meaning of POPIA. You must process personal information only on the documented instruction of Tuu Post, only for the purposes of your permitted activities, and in accordance with our Privacy Notice. You must:

maintain appropriate, reasonable technical and organisational security safeguards as required by sections 19 to 21 of POPIA;
obtain and record any consent required from End Customers before capturing or submitting their personal information;
not retain, copy, disclose or use personal information for your own purposes, and return or delete it on request;
immediately notify Tuu Post of any actual or suspected compromise of personal information; and
in the case of Affiliates conducting referrals, comply with the direct-marketing restrictions in section 69 of POPIA and the CPA, and make no unsolicited electronic communication without a lawful basis.

You indemnify Tuu Post in full against any loss, fine, penalty, claim or expense arising from your breach of this clause or of POPIA.

Clause 08Intellectual property and brand use

All trademarks, logos, names, designs, software, materials and content of Tuu Post and its Enterprise Clients are and remain their exclusive property. Tuu Post grants you a limited, non-exclusive, non-transferable and revocable licence to use approved Tuu Post branding solely to the extent necessary to perform your permitted activities, strictly in accordance with Tuu Post’s brand guidelines. You may not register, adopt or use any confusingly similar mark or domain, and all goodwill generated by your use of Tuu Post branding vests in Tuu Post. This licence terminates automatically on suspension or termination, whereupon you must immediately cease all use of Tuu Post branding and materials.

Clause 09Confidentiality

You must keep confidential all non-public information of Tuu Post, its Enterprise Clients, Merchants and End Customers, including pricing, commission structures, customer data, systems, methods and commercial arrangements, and may use it only to perform your permitted activities. This obligation survives termination indefinitely. You acknowledge that these confidentiality obligations are reasonable and necessary to protect Tuu Post’s proprietary interests.

Clause 10Warranties and indemnity

You warrant that you have the legal capacity and any required authorisations to enter into and perform under these Terms, that all information you provide is true and complete, and that you will comply with these Terms and all applicable laws. You indemnify and hold Tuu Post, its directors, employees, Enterprise Clients and associated entities harmless against any and all claims, losses, damages, fines, penalties, costs and expenses (including legal costs on an attorney-and-own-client scale) arising from or connected with your acts, omissions, misrepresentations, negligence, fraud or breach of these Terms.

Clause 11Limitation of liability

To the maximum extent permitted by law, Tuu Post shall not be liable to you for any indirect, incidental, special, punitive or consequential loss, or for any loss of profit, revenue, goodwill, anticipated savings or business, howsoever arising, whether in contract, delict or otherwise. The Platform, tools and materials are provided “as is” and Tuu Post gives no warranty that they will be uninterrupted or error-free. Tuu Post’s total aggregate liability to you arising from or in connection with these Terms shall in no event exceed the total Commission actually paid by Tuu Post to you in the three (3) months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes liability that cannot lawfully be excluded.

Clause 12Suspension, term and termination

These Terms commence on your acceptance or onboarding and continue until terminated. Tuu Post may suspend your access to the Platform and the Network immediately, without notice and without liability, where it reasonably suspects breach, fraud, non-compliance, risk to any person, or reputational risk. Tuu Post may terminate your engagement for convenience on seven (7) days’ written notice, and with immediate effect for any material breach, dishonesty, fraud, insolvency, or conduct that Tuu Post considers prejudicial to it, its Enterprise Clients or the Network. You may terminate on fourteen (14) days’ written notice, provided all monies collected have been remitted and all Tuu Post property returned.

On termination for any reason you must immediately cease all activity and use of Tuu Post branding, return or destroy all Tuu Post property, materials and confidential information, and account for all monies and records. Clauses relating to confidentiality, data protection, intellectual property, indemnities, limitation of liability, forfeiture of Commission on termination for cause, and dispute resolution survive termination.

Clause 13Consumer Protection Act and dealings with End Customers

The relationship between Tuu Post and the Participant is a business-to-business arrangement, and to the extent the CPA applies, it applies to the minimum extent required by law. In all dealings with End Customers you must comply with the CPA and all applicable consumer-protection requirements, present products and services fairly and accurately, and not engage in any unfair, misleading or deceptive conduct. You are liable for, and indemnify Tuu Post against, any consumer claim arising from your own conduct, representations or omissions.

Clause 14General

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa, and you consent to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg — while Tuu Post retains the right to institute proceedings in any court of competent jurisdiction, including a Magistrate’s Court, notwithstanding that the amount in dispute may exceed its ordinary jurisdiction. Tuu Post may cede, assign or delegate any of its rights or obligations without your consent; you may not cede, assign, delegate or sub-contract any right or obligation without Tuu Post’s prior written consent.

No relaxation or indulgence granted by Tuu Post constitutes a waiver of its rights. If any provision is found invalid or unenforceable, it is severable and the remaining provisions continue in full force. These Terms, together with the documents incorporated by reference, constitute the entire agreement between the parties in respect of their subject matter and supersede all prior arrangements. No variation is binding on Tuu Post unless made in accordance with Clause 02 or recorded in writing by Tuu Post. A printed version of these Terms and of any notice given electronically shall be admissible in judicial and administrative proceedings. It is the express wish of the parties that these Terms be drawn up in English. Any query may be directed to admin@tuupost.com.