SERVICE PROVIDER DETAILS

Company Name

LMDA Lifestyle Proprietary Limited 

Registration No.

2019/468273/07

Contact No.

081 864 2306

Contact Person’s Name

Oliver Baillie

E-mail Address

oliver@lmda.co.za

Physical Address:

Unit 607, 15 On Orange Hotel, Gardens, Cape Town, 8001

 

STANDARD VENDOR TERMS OF ENGAGEMENT 

Term

Definition

Business Day

A day which is not a Saturday, Sunday or a public holiday in the Republic of South Africa;

Commission

The fixed commission rate (the percentage of which is set out in the Membership Schedule) of the price that a Product is sold to a Customer on the Platform for (excluding VAT)

Consumer Protection Act

The Consumer Protection Act, No. 68 of 2008

Customer

A customer who purchases a Product from you via the Platform

Dashboard

The Platform interface from which you can market and sell your Products

Information Schedule

The information schedule completed by you when signing up for your chosen Membership package

Loss

Loss, damages, liabilities, costs (including legal costs and experts’ fees), claims, charges, expenses, payments or penalties, suffered

Membership

A membership with us, the details of which are set out in the Membership Schedule, which membership entitles you to use the Services, which includes access to and use of the Dashboard

Membership Fee

The monthly membership fee payable by you to us for the duration of your Membership, as contemplated in the Membership Schedule

Membership Schedule

The membership schedule stipulating the different tiers of Membership packages and the services and related service levels applicable to each of the Membership packages, which membership schedule is available on the Platform and/or upon request

Person

includes a natural person, juristic person, trust, organisation, partnership, joint venture, syndicate, or any other association

Platform

The internet-based platform owned and operated by us in South Africa that, amongst other things, allows Members to advertise and sell lifestyle products and/or services to Customers on the Website

Products

The products and/or services which you offer for sale on the Platform

Services

The services relating to the online marketing and sales of the Products via the Platform to be rendered by us to you, as detailed in the Membership Schedule

Terms and Conditions

Our standard website terms and conditions, as published on the Website, and as amended from time to time, which terms and conditions are applicable to all Website users

VAT

Value-Added Tax levied in terms of the Value-Added Tax Act, No. 89 of 1991

Website

Our website, being www.lmda.co.za

 

  1. INTRODUCTION 

1.1. We own and operate the Platform. 

1.2. You want to expand your business by signing up for a Membership, which Membership allows 

you to: 

1.2.1. sell your Products via the Platform; and 

1.2.2. make use of our Services. 

1.3. These terms must be read with our standard Terms and Conditions which set out, amongst other things, the returns policy applicable to Customers. If any of the provisions of the Terms and Conditions conflict with any of the provisions of these terms, the provisions of these terms will prevail to the extent of the conflict. 

  1. APPOINTMENT AND RELATIONSHIP BETWEEN THE PARTIES 

2.1. By signing up for a Membership, you are appointing us to provide you with the Services, which includes marketing your Products and facilitating the sale of your Products via the Platform, on the terms and conditions set out herein, which appointment we accept. 

2.2. Nothing in these terms shall be read to establish an agency, joint venture or partnership or 

employment arrangement between you and us. 

  1. MEMBERSHIP 

3.1. We offer different tiers of Membership packages to choose from, each with its own features and benefits. While all Membership packages entitle you to access and use the Dashboard, the extent of the Services that we will provide you with depend on the Membership package that you have selected. Please contact us at support@lmda.co.za if you want to change your Membership package and we will explain the process. 

3.2. We may, from time to time, increase the features and/or benefits of a Membership package. We will notify you in writing of any additions to your Membership as soon as they are available. For the duration of your Membership, the benefits attaching to your Membership package will not be reduced without your prior written consent. 

3.3. Your Membership begins on the day that we send you confirmation of such commencement, and endures for an indefinite period, unless terminated in accordance with clause 

3.4. For the duration of your Membership, you will have access to and use of: 

3.4.1. the Services; and 

3.4.2. the Dashboard, by logging in via the Platform. 

3.5. You will be able to customise the Dashboard, and market and sell your Products from the Dashboard, provided you do so in accordance with these terms and our Terms and Conditions. 

3.6. You are responsible for all activity occurring under the Dashboard, and you warrant that you will comply with all applicable laws and regulations in connection with your use of your Dashboard. 

3.7. You must keep all login details safe and secure, and must promptly notify us of any unauthorised access to or use of the Dashboard. We will not be liable for any Loss arising from the unauthorised use of the Dashboard, and you indemnify us against any Loss suffered by us. 

  1. ORDERS 

4.1. Customers place orders for Products on the Platform. You must ensure that the Product 

details uploaded to the Dashboard are accurate, including as to description and availability. 

4.2. You warrant that the Products are defect free, fit for sale online, suitable for the purpose they were intended for, are harmless to people and property and do not violate any third party rights. You must at all times comply with the provisions of the Consumer Protection Act in respect of the sale of the Products on the Platform. 

4.3. Within 2 Business Days of a Customer placing an order with you for a Product, we will collect from you such quantities of the Product as have been ordered by the Customer. Please let us know in advance if you are unable to have the Product(s) ready for collection within this timeframe, so we can manage the Customer’s expectations. The Customer will pay for the delivery costs in respect of delivery from our premises to the Customer. 

4.4. All Products will undergo a quality check process (“Quality Check“) to determine whether the Products are in good order. Where a Product does not pass the Quality Check, you must, within 2 Business Days, provide us with a replacement, which replacement must then also undergo a Quality Check before delivery to the Customer. 

4.5. Products that have passed the Quality Check will be packaged in our branded packaging and stored by us until they are delivered to the Customer. We may subcontract the transportation and handling of Products to third party couriers. We will take all reasonable precautions to prevent any breakages, damages and loss to Products while in our possession, however, ownership and risk in the Products shall remain vested in you until the Products have been delivered to the Customer. 

4.6. We will use all reasonable endeavors’ to deliver Products to Customers within 5 Business Days of all Products for an order have passed the Quality Check. However, we won’t be liable for any Loss as a result of the Products not being delivered within this timeframe. We undertake to communicate any delay or anticipated delay to you as soon as possible. 

4.7. Where a Customer requests that a Product be returned or exchanged (regardless of the reason), you must reimburse us for all delivery costs incurred by us in collecting the Product from the Customer and returning it to you. Where the client requests a replacement of a defective Product, you must also reimburse us for the delivery costs in re-delivering the replacement Product to the Customer. We will notify you as soon as possible where a Customer has requested that a Product be returned or exchanged. We will either invoice you for these costs, or deduct them from any amounts due to you. 

4.8. You acknowledge that the level of your responsiveness and participation with us in fulfilling orders with Customers will improve our ability to render the Services. 

  1. USE OF THE SERVICES 

5.1. You may not list any Products on the Dashboard that are unlawful, dangerous, hazardous or combustible, and/or which are or may become (by their nature) liable to cause injury or damage to persons, goods or property, including acids, chemicals, explosives or radioactive material, fire-arms or parts thereof, drugs, live or dead plants or animals, perishable foods, liquor, materials that may be regarded as pornographic, offensive or politically sensitive, gold or silver in the form of bullion, coin, dust, cyanides, precipitates or any other form, currency (paper or coin) of any type, negotiable securities, bonds, certificates, coupons or stamps, negotiable cheques, money orders or traveller’s cheques and any other goods which are prohibited by any applicable laws, rules and/or regulations. 

5.2. We have the right to demand that any Product that does not meet our quality standards and/or brand strategy as a lifestyle Platform be removed from the Dashboard. We also reserve the right to refuse to provide the Services in respect of any Product which, in our discretion, may be deemed to be morally offensive, or could cause damage to our reputation and/or that we reasonably believe may be stolen, dangerous or violate any law. 

5.3. Where you have interactions with Customers or other Website users (including by means of videos), you agree to conduct yourself with honesty and integrity, display due care and skill, and adhere to the highest level of hygiene, where applicable. 

5.4. While we endeavour to maintain the operation of the Platform, we cannot guarantee continuous, uninterrupted access to the Platform. The Platform may be inaccessible from time to time while we perform maintenance. 

  1. FEES AND COMMISSION 

6.1. You must pay the Membership Fee to us by way of electronic debit order, into the bank account nominated by us in writing, monthly, in advance, on or before the 1st day of each and every month, for the duration of your Membership. 

6.2. If you don’t pay your Membership Fee, we will suspend access to the Dashboard and stop providing you with the Services until all Membership Fees are paid. 

6.3. In addition to the Membership Fee, you agree to us deducting our Commission in respect of each Product sold on the Platform. Any amendment to the Commission must be agreed by us and you, reduced to writing, and signed by both us and you. 

6.4. In addition to the above, you will be liable to us for any additional costs incurred by us (against acceptable proof of such expense), but only where we have obtained your express prior written consent. 

  1. PAYMENTS TO YOU 

7.1. We will, on a weekly basis, pay to you, by way of electronic funds transfer, the sale price received by us for Products sold in the previous week via the Platform, less our Commission. 

7.2. S reconciliation of all Products sold by you via the Platform will be available on the Dashboard. 

7.3. A certificate signed by one of our directors as to the amounts due and payable by us to you in terms of the terms shall, save for in the case of manifest error, be prima facie proof of the amounts owing. 

  1. TERMINATION OF MEMBERSHIP 

8.1. Your Membership may be terminated at any time: 

8.1.1. by either you or us, on the provision on 20 Business Days’ written notice; 

8.1.2. by us, immediately, where you have materially breached these terms and/or our Terms and Conditions and/or where you have participated in any conduct which brings our brand into disrepute. 

8.2. Where your Membership is terminated, any monthly Membership Fee already paid to us will be forfeited. 

8.3. Upon termination of these terms, we will stop rendering the Services to you, and you will no longer be able to access and/or use the Dashboard. However, for orders that have been placed by Customers, but not yet fulfilled, we will co-operate with each other by providing such reasonable assistance as may be required in connection with finalising such orders. 

  1. INTELLECTUAL PROPERTY 

9.1. We own the Platform and all related intellectual property (including copyright, trademarks, logos, designs, methodology, know-how and/or trade secrets) or other proprietary technology, material or information made available to you through the Platform or otherwise in connection with these terms (collectively, “Intellectual Property”). 

9.2. You have a license to use the Dashboard while you have an active Membership, but you have no other rights in or to the Platform or our Intellectual Property. 

9.3. Our trademarks and trade names, as well as third party trademarks, logos and service marks used in conjunction with the Platform, may not be used in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission. 

9.4. You grant us a license to use your intellectual property solely for the purposes of marketing on the Platform (and otherwise providing the Services to you) for the duration of your Membership and in accordance with the provisions of these terms. We will not acquire any ownership rights in and to your intellectual property or divulge your intellectual property to other Platform users. 

  1. CONSENT TO PROCESS PERSONAL INFORMATION 

10.1. You understand and accept that, prior to, during and after your Membership, we may be required to collect and process personally identifiable information about you that may be used in connection with the activities conducted by us from time to time, provided such activities are carried out in a lawful manner for legitimate purposes. In particular, you consent to us collecting, processing and using all such personal information: 

10.1.1. to provide the Services to you and/or otherwise carry out and manage our business operations; 

10.1.2. to comply with our statutory or other legal obligations; 

10.1.3. for our internal business research; and 

10.1.4. for publication on the Website and/or in newsletters or other communication for marketing purposes. 

10.2. By signing up for a Membership, you: 

10.2.1. acknowledge and agree that we may publish your contact details, as well as the information published on the Dashboard, pursuant to providing the Services to you. In this regard, you give us permission to copy, edit, summarise, publish, exhibit, distribute and exploit any data published on the Dashboard for the purposes of marketing your Products and brand (“materials”); and 

10.2.2. agree that the materials belong to us. 

10.3. As a Member, we will send you relevant news and marketing communications from time to time. You can “opt out” of receiving these emails by clicking on the “unsubscribe” link in newsletter emails. It may take up to 24 hours to be processed. Please note that you cannot unsubscribe from receiving Membership related communications which are necessary for the provision of the Services, or for governance or other legal purposes. 

10.4. We implement appropriate, generally accepted technical and organisational measures to protect personal data against unauthorised or unlawful processing, accidental loss, destruction or damage. 

10.5. We retain personal data only for as long as necessary to provide Membership services to you and thereafter for legitimate legal or business purposes. This might include retention periods mandated by law, contract or similar obligations applicable to our business operations. 

10.6. If you have any questions or concerns about how we process your information, please contact us via email at support@lmda.co.za. 

  1. FORCE MAJEURE 

11.1. “Force Majeure” means any circumstances beyond a party’s reasonable control, including any acts of war or public enemy, civil commotion or strife, political or civil disturbance, riot, insurrection, strike, lock-out, interruption of transport, labour dispute, boycott, fire, explosion, flood, storm, infectious or contagious disease, epidemic, pandemic or natural or physical disaster, sabotage, terrorism, acts or omissions of any government, government agency, provincial or local or similar authority, laws or regulations or any acts of God or forces of nature, or other event which is out of a party’s control. 

11.2. Neither of us shall be liable to the other for any delays or failures of performance of its obligations in terms of these terms if and to the extent that such delay or failure is caused by a Force Majeure Event. 

  1. INDEMNITY AND LIMITATION OF LIABILITY 

12.1. Neither of us shall be liable to the other for indirect, special or consequential Losses, claims, damages or liabilities, whether in contract or delict or otherwise, based on these terms, or any obligation performed or undertaken or not performed or undertaken in terms of or in connection with these terms, and neither of us shall be liable to the other for Losses sustained or incurred by the other which is attributable to or arises out of any act or omission on the part of a third party. 

12.2. You acknowledge and agree that you are ultimately responsible for the Products that you sell to Customers via the Platform. You accordingly undertake and agree to comply with all applicable laws, including the Consumer Protection Act. Notwithstanding anything to the contrary, you hereby release us from any liability, and agree to indemnify us from all costs, charges or damages, including any claims arising from the Consumer Protection Act in respect of the sale of the Products. 

12.3. If, despite this clause 12, we are found to be liable for any Loss, claims, damages or liabilities, such liability will be limited to the total Membership Fees paid by you to us in the preceding 6 months. 

  1. GENERAL 

13.1. Whole Agreement 

These terms, read with our Terms and Conditions, as updated by us from time to time, constitutes the entire agreement between you and us in relation to your use of the Services and your use of the Platform, and supersedes all other agreements made in respect of your use of the Services or use of the Platform, unless such agreement is recorded between us and you in writing. 

13.2. Legal Notices 

Legal notices will be served on you at the e-mail address, or physical address, you provide to us in the Information Schedule. Notices will be presumed to have been delivered on the date and time of despatch as recorded by the computer of the sender, or date of delivery at your physical address. 

13.3. Dispute Resolution 

13.3.1. If a dispute arises out of or in connection with these terms, or the breach, termination or invalidity hereof, the dispute shall be settled by mediation and shall be referred to a suitably qualified independent mediator agreed between us in writing, or failing agreement, to a suitably qualified independent mediator appointed by the Registrar of the Arbitration Foundation of South Africa (“AFSA”). 

13.3.2. If for any reason, a dispute is not settled by mediation, the dispute shall be settled by arbitration. The arbitrator shall referred to a suitably qualified independent person agreed in writing us in writing, or failing agreement, to a suitable qualified arbitrator the arbitrator will be appointed by the Registrar of AFSA. The arbitrator’s decision shall be final and binding. 

13.3.3. Nothing in this clause shall preclude either of us from seeking interim and/or urgent relief from a court of competent jurisdiction. 

13.4. Interpretation 

In these terms: 

13.4.1. a reference to: 

13.4.1.1. an enactment is to that enactment as amended and includes any subordinate legislation made from time to time under such enactment; 

13.4.1.2. a South African law process shall, if a party is subject to another jurisdiction’s law, be interpreted in relation to that party as including an equivalent or analogous proceeding under such other law; and 

13.4.1.3. a number of days shall exclude the first day and include the last day. If the last day is not a Business Day, the last day shall be the next Business Day. 

13.4.2. if figures are referred to in numerals and in words and there is a conflict between the two, the words shall prevail; 

13.4.3. clauses shall continue to operate after the termination of these terms if necessitated by their nature; 

13.4.4. its provisions shall not be interpreted against the party drafting it; 

13.4.5. the words “include”, “including” and “in particular” are by way of example only and shall not limit the generality of any preceding words; 

13.4.6. if any other agreement or document is referenced, it shall be to such agreement or document as amended; 

13.4.7. if any provision becomes illegal, invalid or unenforceable, such provision shall be severed, to the extent of its illegality, invalidity or unenforceability, from the balance of these terms; and 

13.4.8. the words “other” and “otherwise” shall be interpreted as widely as possible and will not be limited by any preceding words. 

 

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