Version 1.0 — Effective Date: 1 May 2026 — Review Date: 1 May 2027

INTRODUCTION

Welcome to shopX Seller Services, a suite of optional services for sellers.

THIS SHOPX SELLER MARKETPLACE AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND SHOPX. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND SELLER PROGRAM POLICIES.

As used in this Agreement, “we”, “us”, and “shopX” mean shopX (Pty) Ltd and any of its applicable Affiliates, and “you”, “your”, and “Seller” means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business) and any of its Affiliates. Capitalised terms have the meanings given to them in the Definitions section of this Agreement. If there is any conflict between these General Terms and the applicable Service Terms and Seller Program Policies, the General Terms will govern, and the applicable Service Terms will prevail over the Seller Program Policies.

The Seller agrees to be bound by all terms and conditions of this Agreement by: (a) submitting an application to be a Seller on the shopX Site; and/or (b) clicking the “I have read and agree to the Terms and Conditions” checkbox prompted at sign-up; and/or (c) offering any Products for sale on the shopX Site or using any of the shopX Services.

GENERAL TERMS

Enrolment

1. 1. To begin the enrolment process, the Seller must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law.
  2. As part of the application, the Seller must provide shopX with its legal name, address, phone number, email address, and any other information shopX may request. Personal data will be handled in accordance with the shopX Privacy Policy.
  3. The registration process must be initiated directly by the Seller or an authorised representative on the shopX Seller Hub, or indirectly at the Seller’s written request to shopX. shopX is entitled, in its sole discretion, to decide whether to allow a potential seller to register and reserves the right to request further information prior to registration.
  4. Registration is complete when the Seller first logs into the Seller Hub with shopX’s approval.
  5. A Prohibited Person shall not be able to register as a Seller unless shopX grants express written consent. If a Seller becomes a Prohibited Person after registration, shopX reserves the right to suspend and/or terminate the Seller.
  6. shopX may reflect the Seller’s business name, company registration number and/or VAT number on the shopX Site from time to time to comply with ECTA and to ensure that Customers are aware of the identity of the Seller. The Seller hereby consents to such disclosure.
  7. The Seller must provide all documentation and information reasonably requested by shopX for vetting purposes.
  8. The Seller consents to shopX performing due diligence at registration and at any stage during the Agreement, including:
    1. conducting investigations with credit bureaus;
    2. contacting trade references, banks and financial institutions;
    3. performing criminal and credit checks on the Seller and/or its directors, members, or trustees;
    4. providing personal information to credit bureaus from time to time;
    5. validating courier claims; and
    6. verifying VAT registration and/or importer code status.

Seller Fees, Payments and Receipt of Sales Proceeds

Fee details are set out in the applicable Service Terms, Seller Program Policies, and the Fee Schedule published in the Seller Hub, which is incorporated into this Agreement by reference. The Seller is responsible for all expenses incurred in connection with this Agreement.
The Fees payable by the Seller to shopX include the Subscription Fee (unless otherwise waived by shopX), the Success Fee, and any Delivery Fees, as more fully set out in the Fee Schedule in the Seller Hub, together with such additional fees as may be applicable from time to time.
shopX may, in its entire discretion, change, amend, or remove existing Fees and/or introduce new Fees from time to time, subject to providing the Seller with not less than 30 (thirty) days’ prior written notice of any increase in fees or introduction of new fee types, in accordance with clause 15.
To use a shopX Service, the Seller must provide valid bank account information acceptable to shopX. The Seller will use only a name it is authorised to use in connection with a Service and will update all information as necessary to ensure it remains accurate and valid at all times. THE SELLER AUTHORISES SHOPX TO: VERIFY THE SELLER’S INFORMATION; OBTAIN CREDIT REPORTS FROM TIME TO TIME; AND CHARGE THE SELLER’S BANK ACCOUNT FOR ANY SUMS PAYABLE BY THE SELLER TO SHOPX IN THE ORDINARY COURSE OF THE SETTLEMENT CYCLE, INCLUDING THE SUCCESS FEE, DELIVERY FEES, REFUND REVERSALS, AND CHARGEBACK/RETURNS DEDUCTIONS, AS REFLECTED IN THE SETTLEMENT REPORT. FOR ANY CHARGE FALLING OUTSIDE THE ORDINARY COURSE OF THE SETTLEMENT CYCLE, SHOPX SHALL PROVIDE THE SELLER WITH NOT LESS THAN 5 (FIVE) BUSINESS DAYS’ PRIOR WRITTEN NOTICE IN ACCORDANCE WITH THE AGREEMENT, SETTING OUT THE AMOUNT AND THE BASIS THEREFORE, BEFORE EFFECTING SUCH CHARGE. The Subscription Fee shall not be debited during any period in which it has been waived in accordance with a written confirmation issued by shopX to the Seller, and shall become payable at the standard rate published in the Fee Schedule in the Seller Hub with effect from the first Business Day following the expiry of the waiver period. All payments to the Seller will be remitted to the Seller’s registered bank account.
IF SHOPX DETERMINES THAT THE SELLER’S ACTIONS OR PERFORMANCE MAY RESULT IN RETURNS, CHARGEBACKS, CLAIMS, DISPUTES, VIOLATIONS OF SHOPX’S TERMS OR POLICIES, OR OTHER RISKS TO SHOPX OR THIRD PARTIES, THEN SHOPX MAY, IN ITS SOLE DISCRETION, WITHHOLD ANY PAYMENTS TO THE SELLER. shopX shall notify the Seller in writing within 5 (five) working days of initiating any payment hold, specifying the reason for the hold and the amount withheld; Any payment hold shall not exceed 30 (thirty) working days, unless shopX has, within that 30-day period, initiated a formal legal proceeding or regulatory referral directly related to the withheld amount in which case the hold may continue for the duration of such proceedings only. If no such proceeding is initiated within 30 working days, shopX shall release the withheld payment to the Seller in full within 5 Working Days thereafter. FOR ANY AMOUNTS THAT SHOPX DETERMINES THE SELLER OWES, SHOPX MAY, AS PERMISSIBLE UNDER APPLICABLE LAW:
1. charge the Seller’s bank account or any other payment instrument provided to shopX;
2. offset amounts payable by the Seller against any payments owed to the Seller;
3. invoice the Seller for amounts due, payable upon receipt;
4. reverse any credits to the Seller’s bank account; or
5. collect payment by any other lawful means.
IF SHOPX DETERMINES THAT THE SELLER’S ACCOUNT HAS BEEN USED TO ENGAGE IN DECEPTIVE, FRAUDULENT, OR ILLEGAL ACTIVITY (INCLUDING THE SALE OF COUNTERFEIT GOODS), OR TO REPEATEDLY VIOLATE SELLER PROGRAM POLICIES, THEN SHOPX MAY WITHHOLD ANY PAYMENTS TO THE SELLER PENDING INVESTIGATION. SHOPX SHALL NOTIFY THE SELLER IN WRITING WITHIN 5 (FIVE) WORKING DAYS OF SUCH WITHHOLDING, SETTING OUT THE BASIS FOR ITS DETERMINATION. THE SELLER MAY DISPUTE SUCH DETERMINATION BY SUBMITTING WRITTEN REPRESENTATIONS THROUGH THE SELLER HUB, BY EMAIL OR BY WRITTEN NOTICE IN ACCORDANCE WITH THIS AGREEMENT, WITHIN 15 (FIFTEEN) WORKING DAYS OF RECEIPT OF ABOVEMENTIONED NOTICE FROM SHOPX. SHOPX SHALL RESPOND IN WRITING WITHIN A REASONABLE PERIOD OF RECEIPT OF THE SELLER’S REPRESENTATIONS. ANY UNRESOLVED DISPUTE SHALL BE REFERRED TO THE DISPUTE RESOLUTION PROCESS IN CLAUSE 17.1 OF THE AGREEMENT.
Except as otherwise provided, all amounts in this Agreement will be expressed and paid in South African Rand (ZAR).
shopX may impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions during a period of time, or the number of transactions per day. shopX will not be liable if it (i) does not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because the shopX Site or Service is unavailable following the commencement of a transaction.

Term and Termination

1. The term of this Agreement starts on the date of the Seller’s completed registration and continues until terminated by shopX or the Seller as set out below.
2. Either party may terminate this Agreement for without cause by providing the other party with not less than 30 (thirty) calendar days’ prior written notice. Notice of termination by the Seller shall be submitted via the Seller Hub, email. Notice of termination by shopX shall be delivered in accordance with clause 17.
3. shopX may suspend or terminate the Seller’s account or this Agreement immediately if shopX determines that:
  1. The Seller has materially breached the Agreement and failed to remedy such breach within 7 (seven) days of the notice, unless the breach exposes shopX to third-party liability, in which case the remedy period may be reduced or waived;
  2. The Seller commits a material breach that cannot reasonably be remedied;
  3. Allowing the Seller to continue using the Services has caused, or reasonably presents a material risk of, fraud, loss, harm, legal liability, regulatory action or a material security risk to shopX, a Customer, another seller or any third party, or may materially prejudice shopX’s legitimate interests.
  4. The Seller’s Account has been, or shopX reasonably suspects that it has been, used for deceptive, fraudulent or unlawful activity;
  5. The Seller sells, lists or attempts to sell any counterfeit, prohibited, restricted, unsafe or unlawful Product;
  6. The Seller repeatedly breaches this Agreement or the Seller Program Policies;
  7. The Seller becomes a Prohibited Person, or shopX reasonably determines that a Prohibited Person owns, controls, operates or benefits from the Seller’s Account; or
  8. shopX is required to suspend or terminate the Seller’s Account by applicable Law, a court order, a regulatory authority, or an Approved Payment Gateway Provider or Approved Logistics Provider acting within the scope of its applicable legal, regulatory, security or contractual authority.
  9. The Seller’s Seller Performance Rating falls below the threshold published in the Seller Performance Standards in the Seller Hub, of which shopX shall provide Sellers with not less than 30 (thirty) days’ prior written notice of any material change to such threshold;

shopX shall notify the Seller of any suspension or termination effected under this clause indicating the reason and any available remedial steps. Where shopX reasonably determines that providing such information would hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or would enable the Seller to circumvent shopX’s safeguards, notification shall be provided as soon as reasonably practicable after such risk has abated.

Termination of this Agreement shall automatically terminate all Service Terms applicable to the Seller at the same time, without the requirement for separate notice in respect of each Service. Where shopX terminates or suspends a specific Service only, the remaining Services and the General Terms of this Agreement shall continue in full force and effect in respect of those remaining Services. If the Seller’s account is deregistered or becomes permanently inactive for any reason, this Agreement shall cease to apply going forward, save for those provisions that expressly or by their nature survive termination or deregistration.
If Seller is in breach of this Agreement, shopX may, in its sole discretion, deem Seller in material breach of any other contract that Seller has with shopX and/or its affiliates. Likewise, if Seller is in material breach of any other contract with shopX and/or its affiliates, shopX may, in its sole discretion, deem Seller to be in material breach of this Agreement. In each case, shopX may pursue against Seller any and all remedies that shopX has at law or in equity.
On termination, all related rights and obligations immediately terminate, except that, (a) the Seller remains responsible for all obligations in connection with transactions entered into before termination and any liabilities that accrued before or as a result of termination; and (b) Clauses 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16, and 17 of these General Terms survive termination.
shopX may, at any time and within its sole discretion, terminate this Agreement with the Seller without notice to the Seller on Seller Hub or otherwise. shopX may, at any time and within its sole discretion, suspend the Seller without notice on the Seller Hub or otherwise.
During any termination period which may be given to the Seller, the Seller will use its best endeavors to ensure that the Customer continues to receive the best possible service.

Use of Seller Materials and Content

1. 1. The Seller grants shopX a royalty-free, non-exclusive, worldwide right and licence, for the duration of this Agreement only, to use any and all of the Seller’s Materials for the Services or other shopX product or service, and to sublicense the foregoing rights to shopX Affiliates and operators of shopX Associated Properties solely in connection with: (a) the facilitation of the Seller’s participation in the Services; (b) the promotion and marketing of the Seller’s Products on the shopX Site and shopX Associated Properties; and (c) the promotion of the Seller’s Products on shopX marketing channels. This licence does not extend to any other shopX product, service, or purpose. This licence shall terminate automatically upon the termination or expiry of this Agreement for any reason. Any use of the Seller’s Materials beyond the scope of this licence requires the Seller’s prior written consent
  2. shopX will not alter any of the Seller’s Trademarks from the form provided by the Seller, except to resize trademarks to the extent necessary for presentation, and will comply with the Seller’s removal requests as to specific uses of the Seller’s Materials.
  3. Nothing in this Agreement will prevent or impair shopX’s right to use the Seller’s Materials without the Seller’s consent to the extent that such use is allowable without a licence from the Seller or the Seller’s Affiliates under applicable Law.

Warranties

1. 1. The Seller represents and warrants to shopX that:
    1. If the Seller is a juristic person, it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation, and the person representing it has the requisite authority to enter into this Agreement and bind it;
    2. If the Seller is a natural person, the Seller is over the age of 18 years and has full legal capacity to enter into this Agreement;
    3. The Seller holds all licences and registrations required to conduct its business, including any registration required under: (i) the Financial Intelligence Centre Act 38 of 2001; (ii) the Companies Act 71 of 2008; (iii) the Electronic Communications and Transactions Act 25 of 2002; (iv) the Consumer Protection Act 68 of 2008; (v) the Protection of Personal Information Act 4 of 2013; (vi) the Prevention of Organised Crime Act 121 of 1998; and (vii) all applicable tax laws administered by SARS;
    4. Any information provided by the Seller to shopX or its Affiliates is at all times accurate and complete;
    5. The Seller maintains appropriate technical and organisational measures to protect Personal Information in compliance with POPIA; and
    6. The Seller will comply with all applicable Laws in performing its obligations and exercising its rights under this Agreement.

Indemnification

1. 1. Seller Indemnity: General. The Seller hereby indemnifies shopX, its Affiliates, officers, directors, and employees (the “shopX Indemnified Parties”) and holds each of them harmless from any and all liability, loss, damages, costs, and expenses (including legal costs on the scale as between attorney and own client) which any of the shopX Indemnified Parties may incur arising from or attributable to any failure by the Seller to perform or discharge any of its obligations under this Agreement timeously or at all, including but not limited to:
    1. any breach by the Seller of any provision of this Agreement;
    2. any non-compliance by the Seller with any applicable Laws, including in respect of taxation, the payment of customs and duties, and in respect of the importing of Products into South Africa or Africa;
    3. the Seller’s Products, including the offer, sale, fulfilment (except to the extent directly attributable to the shopX Delivery Service), refund, cancellation, return, or adjustment thereof, the Seller’s Materials, any actual or alleged infringement of any Intellectual Property Rights, and any personal injury, death, or property damage related thereto; and
    4. any breach of the Seller’s representations, warranties, or obligations under this Agreement.
  2. Seller Indemnity: Product Liability and CPA. Without limiting clause 6.1, the Seller hereby indemnifies the shopX Indemnified Parties and holds each of them harmless from any and all liability, including the costs of replacement, refund, and repair of any of the Seller’s Products, which may be incurred by shopX under any of the following:
    1. section 20, 55, 56 and any other provision of the Consumer Protection Act 68 of 2008 or any other applicable Law that imposes liability on a supplier, importer, producer, or distributor in respect of goods that are defective, unsafe, or non-compliant;
    2. any defect, failure, or hazard within the meaning of the Consumer Protection Act 68 of 2008, of whatsoever nature, in the Seller’s Products; and
    3. all damages, costs of scientific and technical investigations, legal costs (on the scale as between attorney and own client), and any interest which shopX may incur on any amount owed to any third party, arising from any of the matters referred to in this clause 6.2 or in clause 6.1.
  3. shopX Indemnity. shopX indemnifies the Seller and holds it harmless from any and all loss, damage, costs, and expenses (including legal costs on the scale as between attorney and own client) arising directly and solely from shopX’s own wilful misconduct or gross negligence in the provision of the Services, or from shopX’s material breach of this Agreement. shopX’s maximum aggregate liability to the Seller under this clause 6.3 shall not exceed the amounts set out in clause 8.2 of this Agreement. This indemnity does not extend to any loss, damage, or liability arising from the acts or omissions of the Seller, or any third party.
  4. If any legal action or threatened legal action arises in respect of which an indemnity is provided to any shopX Indemnified Party under this Agreement:
    1. shopX shall provide the Seller with written notice of such threat or commencement of legal action within 7 (seven) days of shopX receiving notice thereof;
    2. upon receipt of such notice, the Seller shall be obliged to take control of the defence and investigation of such claim, and shall employ and engage attorneys of its choice to handle, defend, and, where appropriate, settle such claim at the Seller’s own expense;
    3. the Seller shall not settle any claim in a manner that admits liability on the part of any shopX Indemnified Party, or imposes any monetary or non-monetary obligation on any shopX Indemnified Party, without the prior written consent of shopX, such consent not to be unreasonably withheld or delayed;
    4. the Seller’s obligation to take control of the defence under this clause is mandatory and not merely a right. Failure by the Seller to take control of the defence within a reasonable time after receiving written notice from shopX entitles shopX to appoint attorneys of its own choice to conduct the defence, and the Seller shall reimburse shopX for all legal costs and expenses so incurred on the scale as between attorney and own client;
    5. shopX reserves the right to participate in the defence of any claim at its own expense and with attorneys of its own choice, without relieving the Seller of its obligations under this clause.

Disclaimer

1. 1. shopX will provide the Services with reasonable skill and care and will use commercially reasonable efforts to maintain the availability and performance of the Platform. shopX does not guarantee uninterrupted or error-free access to the Platform or the Services at all times, and the Seller acknowledges that the Platform may be subject to scheduled or unscheduled downtime from time to time. shopX will not be liable for any loss or damage suffered by the Seller arising from the Seller’s inability to log into or transact on the shopX Site for any reason whatsoever, including scheduled or unscheduled downtime. Where unscheduled downtime materially affects the Seller’s ability to fulfil Orders, shopX will use commercially reasonable efforts to restore the Services as soon as practicable and will endeavour to notify affected Sellers through the Seller Hub or the Seller’s registered email address.
  2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SHOPX SITE AND THE SERVICES — INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES — ARE PROVIDED ON AN “AS-IS”AND “AS-AVAILABLE”BASIS. SHOPX DOES NOT WARRANT THAT:
    1. THE PLATFORM OR THE SERVICES WILL BE FREE OF ERRORS, BUGS, VIRUSES, OR INTERRUPTIONS AT ALL TIMES;
    2. THE PLATFORM OR THE SERVICES WILL MEET THE SELLER’S SPECIFIC BUSINESS REQUIREMENTS OR EXPECTATIONS;
    3. ANY PARTICULAR VOLUME OF SALES, CUSTOMER TRAFFIC, OR BUSINESS RESULTS WILL BE ACHIEVED THROUGH THE SELLER’S USE OF THE PLATFORM;
    4. THE APPROVED PAYMENT GATEWAY PROVIDERS OR APPROVED LOGISTICS PARTNERS WILL PERFORM WITHOUT FAULT, DELAY, OR INTERRUPTION; OR
    5. ANY CONTENT, DATA, OR INFORMATION TRANSMITTED THROUGH OR STORED ON THE PLATFORM WILL BE SECURE OR FREE FROM LOSS OR CORRUPTION.

Limitation of Liability

1. 1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHOPX SHALL NOT BE LIABLE TO THE SELLER FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SELLER’S USE OF THE SERVICES, EVEN IF SHOPX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
  2. SHOPX’S MAXIMUM AGGREGATE LIABILITY TO THE SELLER UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, DELICT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE SELLER TO SHOPX DURING THE 6 (SIX) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  3. SHOPX IS NOT A PARTY TO TRANSACTIONS BETWEEN BUYERS AND SELLERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER RELEASES SHOPX AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES OF ANY KIND — WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED — ARISING OUT OF ANY DISPUTE THE SELLER MAY HAVE WITH ANY BUYER OR OTHER USER OF THE SERVICES, INCLUDING ANY DISPUTE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OFFER, SALE, FULFILMENT, RETURN, OR REFUND OF THE SELLER’S PRODUCTS.

Insurance

1. Regardless of whether the Seller holds any manufacturer warranties in respect of its Products, and regardless of the Seller’s sales volume or length of registration on the shopX Site, the Seller shall, at its own expense, take out and maintain appropriate insurance to cover all risk in and to any Products and services provided to Customers through the shopX Site. Such insurance shall specifically cover the liability envisaged by the Consumer Protection Act 68 of 2008, including but not limited to liability arising under sections 20, 55, and 56 of that Act in respect of defective, unsafe, or non-conforming goods.
2. In addition to the insurance required under this clause 9, the Seller shall, at any stage upon notice from shopX, take out and maintain at the Seller’s expense commercial general liability insurance and/or excess liability insurance with the Minimum Insurance Amount per occurrence and in the aggregate, covering liability in relation to the operation of the Seller’s business generally, including the Seller’s Products and any Product liability arising therefrom.
3. The Seller shall name shopX and its Affiliates as additional insureds under all insurance policies maintained in terms of this clause 9, and shall ensure that such policies include a cross-liability clause. The Seller shall procure that its insurer endorses the relevant policies to reflect shopX as additional insureds.
4. The Seller shall provide shopX with certificates of insurance evidencing all coverage required under this clause 9 upon request and at any time during the term of this Agreement. Such certificates shall be provided within 10 (ten) Business Days of shopX’s written request. Documents shall be posted to the shopX registered address, Attention: Risk Management. shopX reserves the right to withhold any payment to the Seller or suspend the Seller’s access to the Seller Hub if the Seller fails to provide satisfactory evidence of insurance within the required period.
5. The Seller shall ensure that all insurance policies required under this clause remain in full force and effect throughout the term of this Agreement. The Seller shall not do or omit to do anything that may prejudice any insurance policy required under this clause 9.
6. The insurance obligations in this clause 9 are in addition to, and do not limit or reduce, the Seller’s indemnification obligations under clause 6 of this Agreement. The Seller’s obligation to indemnify shopX shall not be limited to the amount of any insurance coverage maintained by the Seller.

Taxes

1. 1. The Seller hereby warrants that, on a continuing basis throughout the term of this Agreement, it is registered and in good standing with all applicable tax authorities, and that it holds all tax registrations required to conduct its business and to receive payments under this Agreement.
  2. As between the parties, the Seller is solely liable for any and all taxes to be paid to any applicable revenue authority, including the South African Revenue Service, in respect of any fees, Sales Proceeds, or other amounts paid by shopX to the Seller under this Agreement, together with any customs duties that may be applicable in respect of the importing and/or exporting of any Products. The Seller’s Taxes include, without limitation, Value-Added Tax under the VAT Act 89 of 1991, income tax, PAYE, SDL, UIF contributions, customs duties, excise duties, and any withholding tax required to be deducted from payments to the Seller or its Affiliates.
  3. The Seller will comply with the Seller Tax Policy published in the Seller Hub, as amended by shopX from time to time. shopX will give the Seller reasonable notice of any material changes to the Seller Tax Policy.
  4. shopX shall be entitled to deduct and withhold any taxes which shopX is required by applicable Law to deduct and/or withhold from any amounts payable to the Seller under this Agreement. The Seller hereby irrevocably authorises shopX to withhold and/or deduct such amounts and to pay them directly to the relevant tax authority. Such deduction or withholding shall not constitute a breach of shopX’s payment obligations under this Agreement. The Seller shall not be entitled to receive the gross amount of any payment where a withholding or deduction is required by Law, and the Seller shall gross up any amount payable to shopX so that the net amount received by shopX after any required deduction equals the full amount it would have received had no deduction been made.
  5. The Seller will provide shopX with all appropriate withholding tax certificates, tax clearance certificates, VAT registration certificates, and such other documentation as shopX may require from time to time and prior to any payments being made to the Seller under this Agreement. shopX reserves the right to withhold any payment to the Seller until the required certificates and documentation have been provided to shopX’s satisfaction.
  6. The Seller undertakes and agrees to:
    1. file all required tax returns with the relevant tax authorities in respect of income arising from payments made to the Seller under this Agreement;
    2. report all such income in accordance with applicable tax Laws;
    3. pay all applicable taxes arising from such income timeously; and
    4. provide shopX with reasonable evidence, upon request, that such income has been reported and that applicable taxes have been paid.
  7. To the extent required by applicable Law and upon reasonable written notice from the Seller, shopX agrees to provide the Seller with information reasonably required to evidence the amounts paid to the Seller under this Agreement and any taxes withheld by shopX, including Settlement Reports generated through the Seller Hub. shopX’s obligation under this clause is limited to information within shopX’s possession and does not require shopX to obtain or compile information from third parties.

Confidentiality

1. 1. In the event that the Seller has entered into a separate confidentiality agreement or non-disclosure undertaking with shopX prior to or independently of this Agreement, the confidentiality obligations contained in this Agreement shall not modify, override, or supersede such separate undertaking, and both instruments shall apply concurrently to the extent that they are not inconsistent. To the extent of any inconsistency, the more onerous obligation shall prevail.
  2. Either party may share Confidential Information with the other party during the term of this Agreement. The party receiving Confidential Information from the other (the “Receiving Party”) will be deemed to have received such Confidential Information from the disclosing party (the “Disclosing Party”) in confidence and subject to the obligations set out in this clause 11.
  3. The Receiving Party shall:
    1. Treat as confidential all of the Disclosing Party’s Confidential Information and ensure that such Confidential Information is protected against unauthorised access, use, or disclosure;
    2. Use the Disclosing Party’s Confidential Information only to perform its obligations and exercise its rights under this Agreement;
    3. Only disclose such Confidential Information to its personnel, contractors, and Affiliates who need to know the information in order to assist the Receiving Party in fulfilling its obligations under this Agreement, and only where such personnel, contractors, and Affiliates have agreed to keep the information confidential on terms no less protective than those set out in this clause 11;
    4. Not disclose Confidential Information to any other third party without the prior written consent of the Disclosing Party; and
    5. Retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil statutory obligations, and in all cases for no longer than 5 (five) years after termination of this Agreement, subject to clause 11.5 below in respect of Customer Personal Information.
  4. The restrictions on disclosure in clause 11.3 shall not apply to the extent that Confidential Information is required to be disclosed pursuant to any order or directive of a court of law and/or relevant government authority, provided that:
    1. Prior written notice of such required disclosure is first given to the Disclosing Party as soon as reasonably practicable and, in any event, before disclosure is made, to the extent permitted by law;
    2. The Receiving Party discloses only the minimum amount of Confidential Information required to comply with the order or directive; and
    3. The Receiving Party cooperates with any reasonable steps taken by the Disclosing Party to seek a protective order or other appropriate relief.
  5. The Seller acknowledges that any Customer Personal Information provided to it is Personal Information as defined in POPIA. Notwithstanding anything to the contrary in clause 11.3, the Seller’s obligations of confidentiality in respect of Customer Personal Information are perpetual and do not expire upon termination of this Agreement. The Seller must:
    1. Process Customer Personal Information only as necessary to fulfil orders placed through the shopX Site;
    2. Implement appropriate technical and organisational security measures to prevent unauthorised access, loss, destruction, or disclosure of Customer Personal Information; and
    3. Notify shopX immediately upon becoming aware of any actual or suspected security compromise, breach, or unauthorised access involving Customer Personal Information, in accordance with the Seller’s obligations under POPIA.
  6. The Seller shall return to shopX any and all Confidential Information which the Seller may have in its possession upon written request from shopX at any time during the term of this Agreement. Furthermore, upon termination of this Agreement for any reason:
    1. The Seller will, at shopX’s election communicated in writing, either return or destroy all Confidential Information of shopX (including any information relating to Customers) in the Seller’s possession, custody, or control;
    2. Such return or destruction shall be completed within 14 (fourteen) days of the date of termination or of shopX’s written election, whichever is later; and
    3. The Seller shall, within 7 (seven) days of completing such return or destruction, provide shopX with a written certificate confirming that the Seller is no longer in possession, custody, or control of any Confidential Information of shopX.
  7. The Seller may not issue any press release or make any public statement related to the Services, or use shopX’s name, trademarks, or logo in any way without shopX’s prior written permission, except for the use of the “Available at shopX” badge strictly in accordance with the Trademark Usage Guidelines published in the Seller Hub.
  8. The rights and obligations set out in this clause 11 shall survive the termination or expiry of this Agreement.

Force Majeure

1. 1. Neither party shall be liable for any delay or failure to perform its obligations to the extent such delay or failure results from a Force Majeure Event. A “Force Majeure Event” means any cause beyond the reasonable control of the affected party which could not have been prevented or overcome by reasonable diligence, including: acts of God, fire, flood, earthquake, epidemic, pandemic, war, riot, civil unrest, acts of terrorism, strikes or labour disputes, interruption or failure of utility services (including load shedding and telecommunications failures), or any act of any governmental or regulatory authority. For the avoidance of doubt, a lack of funds will not constitute a force majeure event.
  2. The Seller shall immediately notify shopX in the event that the Seller is unable to fulfil any order, or part thereof, as a result of a force majeure event.
  3. Should any event of force majeure arise, the affected Party shall notify the other Party without delay, and the Parties shall meet within 7 (seven) Business Days of such notice to negotiate in good faith alternative methods of fulfilling its obligations in terms of this Agreement, if any.
  4. In addition, the Seller shall continue to provide all Products sold on the shopX Site which are not affected by the event of force majeure.
  5. shopX provides no guarantee and/or warranty that the Seller will have access to the shopX Site at all times, and shopX will not be liable for any loss or damage suffered by the Seller in the event that the Seller is unable to log into or transact on the shopX Site, for any reason whatsoever, including, but not limited to, scheduled or unscheduled downtime.

Relationship of Parties

1. Subject to the Transaction Processing Service Terms, the Seller and shopX are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship between the parties. The Seller has no authority to bind shopX or incur any obligation on shopX’s behalf.
2. This Agreement does not create an exclusive relationship between the Seller and shopX. Nothing in this Agreement is intended to give any person other than the parties any legal or equitable right, remedy, or claim.
3. The Seller remains solely responsible for compliance with all terms and conditions applicable to any third-party service or feature that it authorises shopX to use on its behalf.
4. The Seller shall not make any statement or representation that contradicts this clause, including any statement implying that shopX is responsible for the fulfilment of the Seller’s Products or that shopX is a party to any employment or agency relationship with the Seller.

Suggestions and Other Information

1. 1. If the Seller or any of its Affiliates provide suggestions, comments, ideas, improvements, or other feedback to shopX in connection with any shopX Site or Service, the Seller grants shopX a perpetual, irrevocable, royalty-free, worldwide licence to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit any such information or materials in any manner without any compensation or obligation to the Seller.
  2. shopX may access and disclose information about the Seller’s account and use of the Services only, (a) as necessary to provide, maintain, and improve the Services (including security and fraud prevention); (b) to comply with applicable Law or a valid court order, subpoena, or other legally binding request from a governmental authority; or (c)to protect the rights, property, or safety of shopX, its customers, or the public.
  3. Any operational or business suggestions provided by shopX regarding the use of the Services are for information only. The Seller is solely responsible for evaluating and implementing any such suggestions, and shopX disclaims all liability for any actions taken or not taken based on such suggestions.

Variation of the Agreement

1. 1. shopX may amend this Agreement from time to time. Except as provided in clause 15.2, shopX will provide at least 30 (thirty) days’ prior notice of any material amendment through the communication methods set out in clause 17.
  2. shopX may amend this Agreement with immediate effect (or such shorter notice as required by law) where the amendment: (a) is necessary to comply with any applicable Law, regulation, or court order; (b) is required to address fraud, security risks, or abuse of the Services; or (c) restricts products or activities deemed by shopX to be unsafe, unlawful, or offensive.
  3. If Seller does not agree to any amendment notified under clause 15.1, the sole remedy shall be to terminate this Agreement in accordance with clause 3 of this Agreement prior to the effective date of the amendment.
  4. Minor amendments shall take effect immediately. Where shopX requests the Seller to tick a confirmation that the notice has been read, such a notification will be deemed to have been received and effective once the Seller has ticked such a confirmation. Failure to accept the Agreement within 7 (seven) days will result in the Seller’s Account being suspended and all Orders placed in the interim being cancelled.
  5. Material amendments shall only come into effect 30 (thirty) days from the date of notification to the Seller. The Seller shall, within 5 (five) Business Days of receipt, evaluate the update and either request further information or notify shopX of the acceptance or rejection of the update, citing reasons for any rejection. Should the Seller fail to accept the updated terms after a period of 3 (three) months, shopX shall be entitled to terminate this Agreement.
  6. Each party shall bear its own costs incurred in reviewing, negotiating, and accepting any amendment to this Agreement.
  7. Both parties accept that the person confirming acceptance of any amendment on behalf of the Seller is the authorised representative of the Seller, duly empowered to bind the Seller to such amendment, and that such acceptance constitutes a valid electronic signature in terms of ECTA.

Export and Sanctions

The Seller will not use the shopX Site or the Services to directly or indirectly export, re-export, transmit, or cause to be exported, re-exported, or transmitted, any commodities, software, technology, Products, or services to any country, individual, corporation, organisation, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organisation, or entity under sanctions or embargoes administered by:
1. the Republic of South Africa, including sanctions administered by the Financial Intelligence Centre (FICA) and the International Trade Administration Commission (ITAC);
2. the United Nations Security Council;
3. the United States Office of Foreign Assets Control (OFAC) under the US Departments of State, Treasury, or Commerce;
4. the European Union; or
5. any other applicable government or regulatory authority whose sanctions Laws are applicable to the Seller, shopX, or any transaction under this Agreement.
The Seller represents and warrants, on a continuing basis throughout the term of this Agreement, that: (a) neither the Seller nor any purchasing entity operating on the Seller’s behalf is owned or controlled, in whole or in part, by any country, individual, or entity subject to sanctions or embargoes under any of the sanctions regimes referred to in clause 16.1; and (b) the Seller will notify shopX immediately if it becomes aware that it or any entity acting on its behalf becomes subject to, or comes under the ownership or control of any party subject to, any sanctions or embargo referred to in this clause 16.
No party shall use any Confidential Information, directly or indirectly, to source, purchase, or otherwise acquire Products, commodities, technology, technical data, or services from or for any country, individual, or entity contrary to any export control Laws or sanctions regimes referred to in clause 16.1.
shopX will require its prior written consent, which may be withheld in its sole discretion, for the registration of any Seller and/or the listing of any Products originating from countries identified by shopX as high-risk from time to time in the Seller Hub. The current list of high-risk countries includes, without limitation: Afghanistan, Belarus, Colombia, Iraq, Iran, Lebanon, Myanmar, Nicaragua, North Korea, Pakistan, Panama, Russia, Syria, Thailand, United Arab Emirates, Venezuela, and Yemen, together with the Ukrainian regions of Crimea, Donetsk, and Luhansk. shopX may update this list from time to time by notice to Sellers via the Seller Hub. The Seller is responsible for monitoring the current list prior to listing any Products on the shopX Site.
shopX may, in its sole discretion, approve, reject, and/or delist any Seller, and any of the Seller’s subsidiaries or related entities, that: (a) conduct business activities within any restricted or sanctioned country; (b) list Products that originate from any restricted or sanctioned country without shopX’s prior written consent; or (c) are found to be in breach of any representation, warranty, or obligation under this clause 16.
Any violation of the Seller’s obligations under this clause 16 may, in shopX’s sole discretion, result in one or more of the following: (a) immediate suspension of the Seller Account and cancellation of all pending orders; (b) immediate termination of this Agreement without notice and without liability to the Seller; (c) referral of the matter to the relevant regulatory, law enforcement, or tax authority; and/or (d) institution of legal proceedings for injunctive relief and/or damages.
The Seller hereby indemnifies and holds harmless shopX and its Affiliates, officers, directors, and employees against any and all loss, damage, fines, penalties, regulatory sanctions, and costs (including legal costs on the scale as between attorney and own client) arising from or attributable to: (a) the Seller’s failure to comply with this clause 16 or any applicable sanctions Laws; (b) any transaction facilitated through the shopX Site that violates any applicable sanctions regime; or (c) any misrepresentation by the Seller regarding its ownership, control, or country of origin of its Products.
The Seller agrees that shopX Approved Payment Gateway Providers, cloud infrastructure providers, and other third-party service providers may independently impose additional sanctions compliance requirements. Upon shopX’s reasonable request, the Seller shall promptly provide written assurances, certifications, or information necessary for shopX to satisfy its obligations to such third-party providers. Failure to provide such cooperation within 5 (five) Business Days of shopX’s request may result in the suspension of access to the affected Services, without liability to shopX.

Miscellaneous Provisions

Dispute Resolution

1. 1. The parties agree that, save in respect of: (i) those provisions of this Agreement which provide for their own remedies; (ii) any matter involving a liquid document where a party is entitled to approach a court directly; and (iii) any application for urgent interim or interdictory relief, any dispute arising from or in connection with this Agreement, including any dispute regarding its interpretation, validity, cancellation, or rectification, shall be resolved exclusively in accordance with this clause 17.1.
  2. Either party may declare a dispute by giving written notice to that effect to the other party, specifying in reasonable detail the nature of the dispute and the relief sought.
  3. If within 20 (twenty) Business Days of a dispute being declared, a Senior Officer or General Counsel of shopX and the person occupying a corresponding or similar senior position at the Seller do not meet and/or are unable to settle the dispute or agree on a process to resolve the dispute, either party may refer the dispute to mediation in accordance with clause 17.1.4 below. Any process agreed between the senior representatives for the resolution of the dispute must include mediation as a step prior to arbitration.
  4. Mediation

Prior to referring any dispute to arbitration, the parties shall submit the dispute to mediation administered by a mediator agreed upon by the parties, or failing agreement within 5 (five) Business Days of either party proposing mediation, a mediator nominated by the Arbitration Foundation of Southern Africa (AFSA). The costs of mediation shall be borne equally by the parties unless the mediator directs otherwise. If the dispute is not resolved within 20 (twenty) Business Days of the appointment of the mediator, or such longer period as the parties may agree in writing, either party may refer the dispute to arbitration in accordance with clause 17.1.5.

Arbitration

Any dispute not resolved through the processes in clauses 17.1.3 and 17.1.4 shall be submitted to final and binding arbitration upon written notice by either party. The arbitration shall be conducted as follows:

The arbitrator shall be a single neutral arbitrator appointed by agreement between the parties within 10 (ten) days of arbitration being demanded. Should the parties fail to agree on an arbitrator within that period, either party shall be entitled to call upon the Chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years’ standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute.
The seat and place of arbitration shall be Johannesburg, South Africa, and the arbitration shall be conducted in the English language.
In the event of the parties failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator, who shall be guided by the UNCITRAL Arbitration Rules in force at the relevant time.
The arbitrator shall state in writing the reasons for its conclusions and shall decide the allocation of the arbitration fees between the parties, having regard to the outcome of the arbitration and the conduct of the parties.
The arbitration proceedings, including any appeal proceedings, shall be conducted in camera. The parties shall treat as confidential the details of the dispute submitted to arbitration, the conduct of the arbitration proceedings, and the outcome of the arbitration, and such information shall constitute Confidential Information for the purposes of clause 11 of this Agreement.
Any party to the arbitration may appeal the decision of the arbitrator in terms of the High Court Rules of South Africa in force at the relevant time, or to a panel of three arbitrators appointed in accordance with AFSA Rules, at the appealing party’s election.
Nothing in this clause 17.1 shall be deemed to prevent or prohibit either party from approaching any court of competent jurisdiction for urgent interim or interdictory relief, or for judgment in relation to a liquid document, without first exhausting the dispute resolution procedures set out above.
The provisions of this clause shall continue to be binding on the parties notwithstanding any termination, cancellation, or expiry of this Agreement.

Governing Law and Arbitration

1. 1. This Agreement is governed by the laws of the Republic of South Africa.

Cession and Assignment

1. 1. The Seller may not assign, cede, or delegate this Agreement without shopX’s prior written consent. Any purported assignment in violation of this clause is void, provided that the Seller may, upon notice to shopX, assign or transfer this Agreement to any of its Affiliates as long as the Seller remains liable for obligations that arose prior to the effective date of the assignment.
  2. shopX may assign, cede, delegate, or transfer its rights and obligations: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of its assets; or (b) to any Affiliate or as part of a corporate reorganisation; and on such assignment, the assignee is deemed substituted for shopX as the party to this Agreement.

Notices and Domicilium

1. shopX chooses as its domicilium citandi et executandi for all purposes under this Agreement, including the service of any legal process, the following address:

For the attention of: The Legal and Compliance Manager

Physical address: 37 Orchard Road, The Gardens, Norwood, Johannesburg

Email address: legal@shopxxonline.com

Telephone: +27 82 397 3939

or such other address as shopX may notify the Seller of from time to time by displaying a notice on the shopX Site or the Seller Hub.
The Seller’s domicilium citandi et executandi for all purposes under this Agreement, including the service of any legal process, shall be the contact information captured by the Seller on the Seller Hub at the time of registration and as updated from time to time, which information shall include the Seller’s full legal name, physical address, email address, telephone number, and designated contact person. The Seller shall ensure that this information is kept accurate and up to date at all times. Any change to the Seller’s contact information shall be updated on the Seller Hub within 5 (five) Business Days of such change taking effect.
All notices given in terms of this Agreement shall be in writing and in the English language.
Notices may be delivered by any of the following methods only: (i) electronic email to the designated email address of the receiving party as set out in this clause; or (ii) pre-paid courier service to the designated physical address of the receiving party as set out in this clause, with proof of delivery obtained from the courier service provider.
Notices shall be deemed to have been duly received as follows: (i) in the case of email: on the date on which the email was dispatched from the sender’s server, provided that no delivery failure notification was received by the sender within 24 hours of dispatch; and (ii) in the case of pre-paid courier: on the date reflected on the proof of delivery or date stamp provided by the courier service provider.
Any notice given in writing and in English and actually received by the party to whom it is addressed shall be deemed to have been properly given and received, notwithstanding that such notice was not given strictly in accordance with the provisions of this clause.
Either party may change its domicilium or designated contact details for notice purposes by giving not less than 10 (ten) Business Days’ prior written notice of such change to the other party in accordance with this clause 17.4. shopX may alternatively notify the Seller of a change to its address or contact details by displaying a notice on the shopX Site or the Seller Hub, in which case such change shall take effect 10 (ten) Business Days after the date of such display.
The provisions of this clause shall survive the termination or expiry of this Agreement for so long as either party has any outstanding obligation or right against the other.

Severance

If any provision of this Agreement is deemed unlawful, void, or unenforceable, that provision shall be severed, and the remaining provisions will continue in full force and effect.

Whole Agreement

1. This Agreement, together with all Service Terms, Program Policies, and the Fee Schedule published in the Seller Hub and/or provided by shopX, constitutes the entire agreement between the parties with respect to the Services and supersedes any prior or contemporaneous oral or written agreements and understandings.

Definitions and Interpretation

As used in this Agreement, the following terms have the following meanings:

“Accepted Order” means an Order that the Seller has accepted through the Seller Hub, after which the standard pre-acceptance cancellation function is no longer available to the Customer, subject always to the Customer’s rights under the applicable Returns and Refund Policy and applicable Laws.

“After-Sales Request” means any request, query or complaint submitted by or on behalf of a Customer after an Order has been placed concerning a cancellation following Seller acceptance, return, refund, repair, replacement, exchange, delivery issue or any other post-purchase remedy.

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

“Agreement” means this shopX Seller Marketplace Agreement, read together with all Service Terms, Seller Program Policies, the Seller Performance Standards, and the Fee Schedule published in the Seller Hub, all as updated from time to time.

“Approved Logistics Partner” means any third-party courier or logistics service provider approved by shopX from time to time to facilitate Order fulfilment, collection, return or delivery, whether or not that provider’s systems are integrated with the shopX Site. “Approved Logistics Partners” means two or more of them. The current list of Approved Logistics Partners may be published in the Seller Hub and updated from time to time.

“Approved Payment Gateway Provider” means any third-party payment service provider approved by shopX from time to time to collect, process, reverse or refund payments relating to Orders. “Approved Payment Gateway Providers” means two or more of them. The current list may be published in the Seller Hub under the Approved Payment Gateway Provider Schedule and updated from time to time.

“Bulky or Non-Standard Items” means Products that exceed the size or weight limits published by shopX in the Seller Hub from time to time, or Products that by their nature require special handling, packaging, or delivery arrangements that make them ineligible for On-Demand, Same Day, or Next Day delivery, as specified in the Seller Hub.

“Business Day” means Monday to Friday, 08:00 to 17:00, excluding weekends and South African public holidays.

“Claim” means any and all foreseeable or unforeseeable, alleged or actual actions or omissions, causes of action whether in relation to property, agreement, or strict liability and whether in law, equity, statutory, or otherwise, claims, demands, lawsuits, legal proceedings, administrative or other proceedings, or litigation.

“Confidential Information” means all information of a commercial, financial, personal, or technical nature relating in any manner to the business or affairs of any party, irrespective of whether it is identified as confidential. Includes: (a) Personal Information of either party and/or third parties; (b) Customer information including any Personal Information collected by shopX from Customers; (c) Customer databases; (d) trade secrets, know-how, business processes, business policies, marketing methods, promotional plans, and strategic information; (e) details of internal control systems; (f) Intellectual Property of either party; and (g) contractual and/or financial arrangements between the parties and/or any third parties. Data arising from the sale of the Seller’s products comprising products sold, prices, sales volumes, and time of transaction is not Confidential Information, provided it does not include Customer Personal Information.

“Consumer Protection Act” means the Consumer Protection Act 68 of 2008, as amended, together with any regulations, guidelines, and codes of conduct promulgated thereunder.

“Courier” means a shopX-approved third-party courier service provider that Sellers are required to use in instances where Products are fulfilled but not delivered by the Seller directly to the Customer.

“Customer” means any person who utilises and/or purchases Products on the shopX Site.

“Customer Service Ticket” means the electronic record created through the shopX customer-service or ticketing system for recording, categorising, routing, tracking and resolving a Customer query, complaint or After-Sales Request.

“Delivery Provider” means a Seller, Approved Logistics Partner, courier or other delivery service provider responsible for delivering or collecting a Product in connection with an Order.

“ECTA” means the Electronic Communications and Transactions Act 25 of 2002, as amended, together with any regulations, guidelines, and codes of conduct promulgated thereunder.

“Excluded Products” means items described on the applicable Restricted Products pages in the Seller Hub, in any applicable Program Policy, or in any other information made available to the Seller by shopX, which may not be listed or sold on the shopX Site.

“Fees” means all fees payable by the Seller to shopX for access to the shopX Site and other shopX Services, as set out in the Fee Schedule published in the Seller Hub.

“Fee Schedule” means the schedule of all applicable fees payable by the Seller to shopX, including the Success Fee, Subscription Fee, and Delivery Fees, published in the Seller Hub under “Fees and Billing” and incorporated into this Agreement by reference.

“Handling or Processing Time” means the period prescribed by the Seller Performance Standards within which the Seller must prepare and dispatch an Accepted Order to an Approved Logistics Partner or commence Seller-arranged delivery. The applicable Handling or Processing Time depends on the delivery method and Product category and may include a different period for Bulky or Non-Standard Items.

“Intellectual Property Rights” means any patent, copyright, trademark, domain name, moral right, trade secret, or any other intellectual property right arising under any Laws, and all ancillary and related rights.

“Laws” means all constitutions, statutes, regulations, by-laws, codes, ordinances, decrees, rules, judicial, arbitral, administrative, ministerial, departmental, or regulatory judgments, orders, decisions, rulings, or awards, policies, voluntary restraints, guidelines, directives, compliance notices, requirements of or instructions by any governmental body, and the common law.

“Minimum Insurance Amount” means R5,000,000 (five million rand) per occurrence and in the annual aggregate.

“New Seller” means a Seller that has not yet completed the initial 7 (seven)-day Settlement Cycle following its first confirmed Proof of Delivery.

“On-Demand Delivery” means a delivery service offered by approved Sellers through which Products are delivered to the Customer within 60 minutes of the order being placed on the shopX Site, subject to the eligibility criteria and operational requirements published in the Seller Hub from time to time, and excluding Bulky or Non-Standard Items.

“Order” means an order placed by a Customer through the shopX Site for one or more Products offered by a Seller, whether pending Seller acceptance, accepted, rejected, cancelled, fulfilled or otherwise closed.

“Order Information” means the order information and shipping information shopX provides or makes available to the Seller with respect to any of the Seller’s Products ordered through the shopX Site.

“Pending Order” means an Order placed and paid for by a Customer that has not yet been accepted or rejected by the Seller.

“Personal Information” means personal information as defined in POPIA.

“POPIA” means the Protection of Personal Information Act 4 of 2013, as amended, together with any regulations, guidelines, and codes of conduct promulgated thereunder.

“Proof of Delivery” means electronic confirmation of successful delivery of a Product to the Customer’s designated delivery address, generated by the Approved Logistics Partner’s tracking system and uploaded to the Seller Hub, which must include at minimum the order number, the date and time of delivery, and confirmation of the delivery address. Where the Seller uses its own delivery fleet, Proof of Delivery means the equivalent confirmation captured and uploaded by the Seller’s delivery personnel to the Seller Hub at the time of delivery.

“Prohibited Person” means any person prohibited from registering as a Seller on the shopX Site, including: (a) any shopX associate without prior written consent from shopX; (b) any juristic person whose directors have been, or are suspected of having been, convicted of fraud; (c) any person who has been sequestrated, liquidated, or placed under business rescue; (d) any person under debt review or having entered into a compromise with creditors; (e) previously terminated Sellers without specific shopX authorisation to re-register; (f) any person associated with corrupt activities or financial crime investigations; and (g) any Seller delisted, suspended, or blocked for non-compliance with shopX’s Ethics and Compliance policies without specific authorisation to relist.

“Returns and Refund Policy” means, in relation to an Order: (a) the Seller’s returns and refund policy that was provided to shopX, complied with clause 5.2.1 and applied when the Customer placed the Order; or (b) where the Seller did not provide such a policy, the shopX Returns and Refund Policy applicable when the Customer placed the Order, in each case subject to applicable Laws.

“Seller Program Policies” means all policies and program terms published on the Seller Program Policies page in the Seller Hub, as updated from time to time.

“Sales Proceeds” means the gross proceeds from any of the Seller’s Transactions, including all shipping and handling charges and taxes to the extent specified in the applicable Tax Policies.

“SDS Excluded Product” means is a category of Product SDS does not transport at all.

“Seller” means the entity or individual who has registered or is seeking to register on the shopX Site as a seller under this Agreement.

“Seller Account” means the account issued by shopX to the Seller in respect of the shopX Site.

“Seller Hub” means the online portal and tools made available by shopX to the Seller for managing orders, inventory, Listings, settlements, and the Seller’s presence on the shopX Site. Also referred to in this Agreement as the Seller Portal.

“Seller Materials” means all Technology, the Seller’s trademarks, content, the Seller’s Product information, data, materials, and other items or information provided or made available by the Seller or its Affiliates to shopX or its Affiliates.

“Seller-managed Refund” means a refund that the Seller is responsible for assessing, paying and recording in accordance with clause 5.6.3, including providing shopX with verifiable proof that the Customer received the refund.

“Seller Performance Standards” means the performance standards and service levels issued by shopX from time to time that all Sellers must comply with, published in the Seller Hub.

“Seller Performance Rating” means the overall assessment assigned by shopX to a Seller based on the Seller’s performance against the measures and thresholds in the Seller Performance Standards, including Order processing, Customer Service Ticket response, After-Sales Request resolution and refund-performance measures.

“Seller’s Taxes” means any and all sales, use, excise, import, export, value added, consumption, and other taxes, regulatory fees, levies, charges, and duties assessed, incurred, or required to be collected or paid in connection with: (a) the advertisement, offer, sale, or supply of the Seller’s Products, including VAT, customs duties, and excise duties; (b) any barter or non-cash transaction involving the Seller’s Products; (c) any act or omission of the Seller, its Affiliates, agents, contractors, or representatives; (d) any income tax, PAYE, SDL, or UIF contributions arising from the Seller’s business operations; or (e) any withholding tax required to be deducted from payments to the Seller or its Affiliates.

“Seller’s Transaction” means any sale of the Seller’s Products through the shopX Site.

“Service” means each of the following services made available by shopX: the shopX Seller Programme, shopX Delivery Services, shopX Advertising, Transaction Processing Services, and the Selling Partner API, together in each case with any related services and materials shopX makes available.

“Service Terms” means the service terms applicable to each Service, as published on the shopX Site and forming part of this Agreement upon the date the Seller elects to register for or use the applicable Service, and any subsequent modifications made to those terms.

“Settlement Cycle” means the applicable period after confirmed Proof of Delivery within which shopX calculates and, subject to this Agreement, initiates payment of the Seller’s available Settlement Amount to the Seller’s registered bank account, being:

(a) for a New Seller, 7 (seven) days after the first confirmed Proof of Delivery; and
(b) thereafter, a minimum of 72 (seventy-two) hours after confirmed Proof of Delivery for each completed Order, subject to the Approved Payment Gateway Provider’s and the relevant financial institutions’ processing periods.

“shopX” means shopX (Pty) Ltd, registration number 2026/093860/07, a private company duly incorporated in accordance with the laws of the Republic of South Africa, with its registered address at 37 Orchard Road, The Gardens, Norwood, Johannesburg.

“shopX Associated Properties” means any website or other online point of presence, mobile application, service, or feature, other than the shopX Site, through which the shopX Site or products available on it are syndicated, offered, advertised, or described.

“shopX-facilitated Refund” means a refund processed or facilitated by shopX through an Approved Payment Gateway Provider, including under a refund arrangement elected by the Seller or following shopX’s intervention under clause 5.6.4.

“shopX Site” means the website, the primary home page of which is identified by the URL www.shopxxonline.com, and any successor or replacement of such website.

“Street Date” means a date specified by a manufacturer, distributor, or licensor before which a Product may not be made available for sale or delivery to Customers, or before which information about the Product may not be publicly disclosed, as published by shopX in the Seller Hub from time to time.

“Subscription Fee” means the recurring monthly fee levied by shopX on all Sellers to participate in the shopX Seller Programme, as set out in the Fee Schedule in the Seller Hub.

“Success Fee” means the percentage-based commission charged by shopX on each completed Seller’s Transaction, calculated on the VAT-inclusive selling price of each item sold, as set out in the Fee Schedule in the Seller Hub.

“Technology” means (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under applicable Laws; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional items.

“Unsuitable Unit” means a particular parcel that cannot be accepted because of its condition, packaging, dimensions, weight, labelling or non-compliance.

SHOPX MARKET TERMS

The shopX Market Service (“shopX Market”) is a Service that allows the Seller to list and offer certain products for sale on the shopX Sites. These Service Terms form part of the Agreement and apply solely to the Seller’s participation in shopX Market unless expressly stated otherwise. BY COMPLETING THE REGISTRATION PROCESS FOR SHOPX MARKET, THE SELLER AGREES TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SHOPX MARKET SERVICE TERMS.

Nature of the Service

shopX Market is a marketplace service that enables the Seller to list, offer, and sell Products to Customers through the shopX Site. shopX provides the technology infrastructure, payment collection, and logistics facilitation necessary to operate the marketplace. shopX does not purchase, hold, or take title to any Products listed by the Seller and is not a party to the sale contract formed between the Seller and the Customer.
The contract of sale for each Product is formed directly between the Seller and the Customer at the moment the Customer places an order on the shopX Site. shopX acts as the disclosed agent of the Seller for the purposes of collecting payment from the Customer and arranging delivery through the shopX Logistics Partner Network.
The Seller participates in shopX Market as an independent merchant. Nothing in these Service Terms creates a partnership, employment, agency, or franchise relationship between the Seller and shopX beyond the disclosed payment collection and logistics facilitation roles expressly described in this Agreement.
shopX has sole and absolute discretion over all aspects of how Products are displayed, ranked, featured, and presented on the shopX Site, including search ranking, homepage placement, category prominence, and editorial curation. The Seller has no right to any particular placement, ranking, or visibility on the shopX Site, and shopX’s exercise of its placement discretion does not constitute a breach of this Agreement regardless of any effect on the Seller’s sales volume or visibility.

Product Listings

General Listing Obligations

The Seller must create and maintain accurate, complete, and truthful Listings for each Product it offers on the shopX Site. Each Listing must include at minimum:

the Product’s full legal name and brand;
a clear and accurate Product description, including all material specifications, dimensions, weight, colour, and any relevant technical details;
at least one high-resolution Product image that accurately represents the Product, free of third-party watermarks, promotional overlays, or misleading content;
the VAT-inclusive selling price, expressed in South African Rand;
the Seller’s published handling time, being 60 min, 1, or 2 Business Days as elected by the Seller;
the applicable delivery timeframe, being On-Demand, Same Day, Next Day, or 3 to 5 Business Days for bulky or non-standard items, as applicable;
accurate stock availability, updated in real time or at minimum once per Business Day;
the applicable return window in accordance with shopX’s category-based returns policy published in the Seller Hub;
all legally required disclosures, warnings, age restrictions, and safety information applicable to the Product under South African law; and
for VAT-registered Sellers, confirmation that the displayed price is VAT-inclusive.

Listing Standards and Guidelines

All Listings must comply with shopX’s Listing Guidelines published in the Seller Hub, as updated from time to time. The Seller is responsible for monitoring and complying with updates to the Listing Guidelines. A Listing that does not comply with the Listing Guidelines may be removed by shopX without prior notice to the Seller.

Prohibited Listings

The Seller may not create a Listing for any Excluded Product. The Seller is responsible for reviewing the Excluded Products list published in the Seller Hub before creating any Listing. shopX may remove any Listing for an Excluded Product immediately and without prior notice, and repeated listing of Excluded Products shall constitute a material breach of the Agreement.

Category Approval

The Seller may only list Products within categories for which it has received shopX’s approval. The Seller must apply through the Seller Hub to list in additional categories. shopX may approve or reject category applications in its sole discretion and is not required to provide reasons for rejection.

Brand and Authenticity

The Seller warrants that it is an authorised seller or reseller of all Products it lists on the shopX Site. shopX may at any time require the Seller to provide written evidence of brand authorisation or certificates of authenticity. Failure to provide such evidence within 5 (five) Business Days of shopX’s request may result in the relevant Listing being suspended.

Pricing
1. The Seller has full autonomy over the pricing of its Products, subject to shopX’s Pricing Policy published in the Seller Hub.
2. Prices must at all times reflect the true and total cost of the Product to the Customer, inclusive of VAT where the Seller is VAT-registered, and exclusive of delivery fees which must be disclosed separately at checkout.
3. The Seller may not engage in price fixing, collusion, predatory pricing, or any other anti-competitive pricing conduct prohibited under the Competition Act 89 of 1998.
4. shopX may feature or promote the Seller’s Products at the Seller’s listed price but may not alter the Seller’s price without the Seller’s prior written consent.
5. shopX may display the Seller’s price alongside prices for the same or similar products from other Sellers for comparison purposes. The Seller consents to such comparative display.

Orders
1. The Seller is obligated to fulfil the order within the handling time published on the applicable Listing.
2. On-Demand delivery is available only to Sellers who have been approved by shopX to offer this service. Approval is subject to shopX’s On-Demand eligibility criteria published in the Seller Hub from time to time, which assess the Seller’s geographic location relative to the applicable delivery zone, stock management systems, packing capacity, and Approved Logistics Partner integration. shopX may grant or withdraw On-Demand approval at its sole discretion.
3. On-Demand delivery is not available for bulky or non-standard items. The categories and Products eligible for On-Demand delivery are published in the Seller Hub and updated from time to time.
  1. Upon receiving an order notification by email or in the Seller Hub, the Seller must:
    1. actively accept the order through the Seller Hub within the time stipulated in the Seller Performance Standards of the order being placed;
    2. prepare and pack the Product and have it ready for collection within the acceptance window, being no later than the time stipulated from the time the order was placed;
    3. notify the Approved Logistics Partner through the Seller Hub or the applicable logistics integration immediately upon the Product being packed and ready for collection; and
    4. ensure the Product is handed over to the Approved Logistics Partner’s collection driver without delay upon the driver’s arrival at the Seller’s premises.
  2. If the Seller does not actively accept an order within the acceptance window specified in clause 3.2.4.1 above, the order shall remain pending and if cancelled due to non-acceptance, the cancellation shall be recorded against the Seller’s performance record. Repeated failure to accept orders within the acceptance window may result in suspension of the sellers account.
  3. If the Seller accepts an order but fails to have the Product packed and ready for collection within the acceptance window, the Seller must immediately notify shopX through the Seller Hub or email. shopX will notify the Customer of the delay and invite the Customer to determine whether to cancel the order or extend the delivery window. Any resulting cancellation will be recorded as a Seller cancellation and will attract the consequences set out in the Seller Service Levels .
  4. the Seller must dispatch each order to the Customer or hand it over to an Approved Logistics Partner within the Handling Time published on the applicable Listing, being 60 minutes, 1, or 2 days from the time or date the order is placed. For bulky or non-standard items where a 3 to 5 days delivery window has been disclosed in the Listing, the Seller must dispatch within that disclosed window. Failure to dispatch within the published Handling Time will be recorded as a late shipment against the Seller’s performance record and measured against the Seller Service Levels published in the Seller Hub.
4. Order Cancellation by the Seller
  1. Once an order is placed, it is locked, and the Seller may not cancel it except in the case of legitimate stock unavailability where the Product is no longer in stock at the time of fulfilment despite being shown as available at the time of order.
  2. The Seller is solely responsible for maintaining accurate and up-to-date stock levels on the Seller Hub. The Seller must update stock levels at minimum once per Business Day and must immediately update stock levels upon any change in availability. Where the shopX Site displays a Product as available based on the Seller’s stock data, and a Customer places an order, the Seller bears full responsibility for any resulting Customer service failure if the Product is in fact unavailable.
  3. Cancellations for stock unavailability must be processed through the Seller Hub immediately upon the Seller becoming aware of the unavailability. The Seller must not communicate a cancellation directly to the Customer. All Customer communications relating to cancellations shall be managed exclusively through shopX.
  4. The Seller’s cancellation rate is monitored by shopX and measured against the Seller Service Levels published in the Seller Hub. A Seller whose cancellation rate exceeds the applicable threshold will receive an Early Threshold Indicator warning from shopX. If the cancellation rate is not remedied within 30 (thirty) days of such warning, shopX reserves the right to suspend the Seller Account until the issue has been remedied by the Seller.
5. A Customer may cancel an order at any time before the order has been dispatched by the Seller. Once an order has been dispatched, the Customer’s right to cancel is governed by the returns and refund policy as published on the shopX Site. The Seller must process all Customer cancellations received before dispatch immediately and without charge to the Customer. For On-Demand orders, given the compressed fulfilment timeline, a Customer may cancel only before the Seller has confirmed the order as packed and ready for collection.
6. Order Notifications
  1. The Seller must monitor the Seller Hub for order notifications at minimum twice per day for standard orders. For On-Demand orders, Sellers approved for On-Demand delivery must ensure they have real-time notification capability active at all times during their published On-Demand trading hours.
  2. shopX will send order notification emails to the Seller’s registered email address as a courtesy, but the Seller may not rely on email notifications as its primary order management mechanism.
Fulfilment
1. The Seller must, at its own cost and expense: (a) source, pack, and prepare each Product for dispatch in accordance with clause 16 of these Service Terms; (b) include an order-specific packing slip within each shipment identifying the order number, the Seller, and the Products enclosed; (c) hand over each Product to the Approved Logistics Partner or the Seller’s own delivery fleet within the Handling Time published on the applicable Listing; (d) upload shipment tracking information to the Seller Hub immediately upon dispatch; (e) fulfil orders only to delivery addresses within the Republic of South Africa, unless shopX has granted prior written approval for cross-border fulfilment; and (f) not include in any shipment any item, document, promotional material, or insert that is not part of the confirmed order, including any material directing or incentivising the Customer to transact outside the shopX Site.
2. Approved Logistics Partners. The Seller must use an Approved Logistics Partner for all deliveries made through the shopX Delivery Services, unless the Seller has been approved by shopX to use its own delivery fleet. Where the Seller uses its own fleet, the Seller must integrate its fleet tracking system with the Seller Hub via API so that real-time tracking information and Proof of Delivery can be uploaded automatically. The Seller must comply with all operational requirements, packaging standards, and handover procedures of the applicable Approved Logistics Partner. The current list of Approved Logistics Partners is published in the Seller Hub and incorporated into this Agreement by reference.

Delivery Timeframes
1. On-Demand Delivery: delivery within 60 minutes of the order being placed, available only for eligible Products in approved delivery zones, offered only by Sellers approved for On-Demand delivery. Excludes bulky and non-standard items.
2. Same Day Delivery: orders placed before the cut-off time published in the Seller Hub must be delivered on the same calendar day.
3. Next Day Delivery: orders placed before the cut-off time published in the Seller Hub must be delivered on the following Business Day.
4. Standard Delivery for bulky or non-standard items: delivery within 3 to 5 Business Days from the date of dispatch, as disclosed in the Listing.
5. The Seller is responsible for meeting the delivery timeframe disclosed at checkout. Failure to deliver within the disclosed timeframe will be recorded against the Seller’s performance record and measured against the Seller Performance Standards.
Completion of Sale and Transfer of Risk
1. The sale of a Product listed on the shopX Site is completed at the moment of delivery of the Product to the Customer’s designated delivery address. Upon completion of the sale, risk of loss and damage to the Product passes from the Seller to the Customer. Until delivery is confirmed by the Approved Logistics Partner’s tracking system or by such other means as shopX may determine, risk of loss and damage to the Product remains with the Seller. shopX does not at any time purchase, hold, take ownership of, or bear risk in respect of any Product listed or sold through the shopX Site.
Failed Deliveries
1. Where a delivery attempt fails because the Customer is not available at the delivery address, the Approved Logistics Partner will follow its standard redelivery or collection procedure. The Seller must cooperate with the Approved Logistics Partner to resolve failed deliveries promptly. Where a Product cannot be delivered after reasonable attempts and is returned to the Seller, the Seller must notify shopX through the Seller Hub and process a refund to the Customer in accordance with shopX’s returns and refund policy as published on the shopX Site from time to time.

Cancellations, Returns, Refunds and Exchanges
1. Cancellation before Seller Acceptance
  1. The Customer’s nominated payment method shall be charged when the Customer places an Order, notwithstanding that the Order remains subject to acceptance by the Seller.
  2. An Order shall remain pending until the Seller accepts or rejects it through the Seller Hub.
  3. A Customer may cancel a pending Order through the shopX Site or App at any time before the Seller accepts the Order.
  4. If the Customer cancels the Order before Seller acceptance, or the Seller rejects the Order:
    1. the Order shall be closed and shall not be fulfilled;
    2. shopX shall initiate the refund through the applicable Approved Payment Gateway Provider;
    3. the refund shall ordinarily be made to the original payment method; and
    4. the time required for the refund to reflect shall be subject to the processing periods of the applicable Approved Payment Gateway Provider and the Customer’s financial institution, without extending any maximum refund period prescribed by applicable Law.
  5. Once the Seller has accepted the Order, the Customer may no longer cancel the Order through shopX’s standard pre-acceptance cancellation function.
  6. Following Seller acceptance, any cancellation, return, refund, repair, replacement or exchange request shall be managed in accordance with the Returns and Refund Policy applicable to the Order; the processes set out in this clause 5; and applicable Law.
  7. Nothing in clause 5.1 limits any right of the Customer to cancel an accepted Order before delivery, refuse delivery, return a Product or obtain another remedy where that right arises under applicable Law or the Returns and Refund Policy applicable to the Order.
  8. The Seller must accept or reject each pending Order within the applicable processing period prescribed by the Seller Performance Standards. A failure to respond within that period may adversely affect the Seller’s Seller Performance Rating and may result in the measures prescribed by the Seller Performance Standards.
2. Applicable Returns and Refund Policy
  1. Subject to applicable Law, returns, refunds, repairs, replacements and exchanges relating to a Product shall be governed by the Seller’s Returns and Refund Policy that was provided to shopX in the format required by shopX; applicable to the Product at the time the Customer placed the Order; and made available to the Customer on the shopX Site or App at or before the time the Customer placed the Order.
  2. Where the Seller has not provided a Returns and Refund Policy meeting the requirements of clause 5.2.1, the shopX Returns and Refund Policy applicable at the time the Customer placed the Order shall apply.
  3. The Seller must ensure that its Returns and Refund Policy is accurate, complete, lawful and current and does not contain any provision that is misleading, unfair, unreasonable or inconsistent with these SHOPX MARKET TERMS.
  4. The Seller may not amend its Returns and Refund Policy retrospectively in relation to an Order already placed by a Customer, unless the amendment provides the Customer with greater rights or remedies.
  5. Neither the Seller’s Returns and Refund Policy nor the shopX Returns and Refund Policy may exclude, restrict or reduce any right or remedy available to the Customer under applicable Law.
  6. Any provision of an applicable Returns and Refund Policy that conflicts with applicable Law shall be invalid to the extent of the conflict, and the applicable statutory requirement shall prevail.

Return windows
1. A Customer must submit a return, refund, repair, replacement or exchange request within the period prescribed by the Seller’s Returns and Refund Policy applicable to the Order; the shopX Returns and Refund Policy, where clause 5.2.2 applies; or applicable Law.
2. A contractual return period shall not begin before the Product has been delivered to the Customer.
3. The expiry of a contractual return period does not prevent the Customer from exercising any longer or additional right available under applicable Law, including any right relating to a defective, unsafe, unsuitable or non-conforming Product.
Submission and Assessment of Requests
1. A Customer must submit a return, refund, repair, replacement or exchange request through the Contact Us functionality on the shopX Site or App by selecting either the relevant Order or the applicable General-enquiry option.
2. Upon receiving the request, shopX Customer Service may:
  1. record and categorise the request;
  2. request information reasonably required to understand and route the request;
  3. conduct an initial investigation or assessment; and
  4. route the request to the Seller, Delivery Provider or other relevant party.
3. Unless shopX has expressly agreed to manage the Seller’s store or after-sales process under a separate written arrangement:
  1. the Seller remains responsible for assessing Product-related requests;
  2. the Seller must determine whether the request is approved or declined in accordance with the applicable Returns and Refund Policy and applicable Law; and
  3. the Seller must provide the decision, the reasons for that decision and any supporting information through the shopX ticketing system within the applicable period prescribed by the Seller Performance Standards.
4. shopX may investigate and determine whether a request concerns the condition, quality, safety, description or performance of the Product; inadequate packaging by the Seller; loss, damage or delay during delivery; an incorrect or incomplete delivery; or any other matter for which the Seller, Delivery Provider or another party may be responsible.
5. The Seller must cooperate with shopX’s investigation and provide all information and records reasonably requested by shopX, including photographs, inspection reports, delivery records, communications with the Customer and reasons for approving or declining the request.
6. The Customer’s right to a remedy shall be determined separately from the allocation of responsibility between the Seller, shopX, the Delivery Provider or any insurer.
7. An investigation, goods-in-transit claim, insurance claim or dispute between the Seller and a Delivery Provider shall not delay a refund or other remedy that is already due to the Customer under applicable Law or the applicable Returns and Refund Policy.
Collection, Inspection and Return of Products
1. Where a request is approved and the Product must be returned, the Seller shall arrange the collection of the Product through:
  1. the Seller’s own delivery personnel or delivery fleet;
  2. a third-party delivery service provider appointed by the Seller; or
  3. an Approved Logistics Partner available through shopX.
2. Unless otherwise required by applicable Law or the applicable Returns and Refund Policy, shopX shall not be responsible for arranging the collection of the Product.
3. The Seller must arrange collection within the period prescribed by the Seller Performance Standards and must provide the Customer with the necessary collection or return instructions.
4. After receiving the returned Product, the Seller must inspect and assess it within the period prescribed by the Seller Performance Standards.
5. The Seller must record the inspection outcome in the shopX ticketing system, including the condition of the returned Product; whether the Product corresponds with the Customer’s stated reason for return; the remedy approved by the Seller; and the reasons for declining the request, where applicable.
6. A Seller may not decline a valid request solely because the Product’s original packaging was opened where opening it was reasonably necessary to inspect or use the Product; Proof of Delivery was recorded; an insurance or logistics claim remains outstanding; or the Seller’s own policy provides fewer rights than applicable Law.

Refunds
1. A refund may be processed through either a shopX-facilitated refund process or a Seller-managed refund process, as determined by the arrangement applicable to the Seller or Order.
2. shopX Facilitated Refunds
  1. Where shopX facilitates the refund, the Seller shall remain responsible for assessing and approving the refund, except where:
    1. shopX manages the Seller’s store or after-sales process under a separate written arrangement;
    2. the Seller has failed to respond or resolve the request within the applicable period;
    3. the Seller has approved the refund but failed to fund or complete it; or
    4. shopX is required to act to comply with applicable Law, a payment provider requirement or a binding dispute outcome.
  2. Once the refund has been approved or has otherwise become due, shopX may process it through the applicable Approved Payment Gateway Provider.
  3. The refund shall ordinarily be paid to the original payment method, unless the original payment method is unavailable; the Customer paid using a shopX wallet or similar approved facility; or an alternative verifiable method is permitted by applicable Law and accepted by the Customer.
  4. Where the Seller has elected to maintain an amount available for refunds under a shopX-administered refund arrangement, shopX may debit the approved refund from that amount.
  5. If the amount maintained by the Seller is insufficient, shopX may invoice and recover the outstanding amount from the Seller in accordance with clause 5.6.4.
3. Seller Managed Refunds
  1. Where the Seller manages the refund directly, the Seller shall be responsible for arranging the return or collection of the Product where required; assessing the Product and determining the applicable remedy; paying the approved refund to the Customer within the applicable period; keeping the shopX ticket updated at each material stage; and providing shopX with verifiable proof that the refund or other remedy has been completed.
  2. A Seller-managed refund must be paid to the original payment method; or using another method permitted by the Seller’s Returns and Refund Policy, provided that the method is lawful, secure and verifiable and does not materially prejudice the Customer.
  3. shopX shall not close the relevant ticket until the Seller has provided sufficient evidence that the Customer received the approved refund or other remedy.
4. shopX intervention and recovery
  1. Where the Seller has approved a refund but fails to pay or complete it within the applicable period, shopX may process the refund through the applicable Approved Payment Gateway Provider.
  2. Where shopX processes, funds or incurs an amount for which the Seller is responsible, shopX may invoice the Seller for the amount paid to the Customer; any reasonable collection, delivery or other cost for which the Seller is responsible; and any applicable administration or transaction fee expressly stated in the Fee Schedule and incurred in connection with the refund or remedy. The Seller must pay the invoice within 5 (five) Business Days after the invoice date using the payment method specified by shopX.
  3. If the Seller disputes an invoiced amount, the Seller must notify shopX in writing within 5 (five) Business Days after receiving the invoice and provide full reasons and supporting information. A dispute does not suspend payment of any portion not disputed in good faith.
  4. If the Seller fails to pay an undisputed invoiced amount by the due date, shopX may recover the amount as a debt and exercise any suspension, termination or other remedy expressly available under this Agreement.
  5. shopX shall provide the Seller with reasonable details of each amount included in the invoice.
  6. shopX may also intervene where the Seller fails to respond to or lawfully resolve a Customer request within the applicable period. Any amount processed, funded or incurred by shopX for which the Seller is responsible may be invoiced in accordance with this clause 5.6.4. shopX may only implement set-off of that amount against a Settlement Amount where the Seller has separately agreed to the deduction or set-off in writing.
Repairs, Replacements and Exchanges
1. Where the Customer requests a repair, replacement or exchange, the Seller must determine whether the requested remedy is available under the applicable Returns and Refund Policy and applicable Law.
2. Before approving a replacement or exchange, the Seller must confirm that suitable replacement stock is available.
3. Where the request is approved, the Seller must arrange collection of the original Product where required; and delivery of the repaired, replacement or exchanged Product, either simultaneously or sequentially, as reasonably appropriate and within the period prescribed by the Returns and Refund Policy applicable to the Order or applicable Law.
4. The Seller must record and update each approved replacement or exchange in the applicable shopX system until the replacement or exchanged Product has been delivered to the Customer. A refund shall not be processed in addition to the replacement or exchange unless the replacement or exchange cannot be completed or the Customer is otherwise entitled to a refund under the applicable Returns and Refund Policy or applicable Law.
5. Where an approved repair, replacement or exchange cannot be completed within the applicable period, the Customer shall be entitled to any alternative remedy provided by the applicable Returns and Refund Policy or applicable Law, including a refund where applicable.
6. A Seller may not substitute a different Product without the Customer’s informed agreement.
Nothing in these SHOPX MARKET TERMS or an applicable Returns and Refund Policy limits the Customer’s rights under the Consumer Protection Act 68 of 2008, the Electronic Communications and Transactions Act 25 of 2002 or any other applicable Law.
1. Where a Product does not comply with the requirements and standards contemplated in section 55 of the Consumer Protection Act, the Customer shall be entitled, within the period and subject to the conditions prescribed by section 56 of that Act, to return the Product to the Seller without penalty and at the Seller’s risk and expense and, at the Customer’s direction, receive a repair, replacement or refund, subject to any lawful exception.
2. Where the Seller repairs a Product under section 56 of the Consumer Protection Act and, within the period prescribed by that section, the repaired defect is not remedied, or a further failure, defect or unsafe feature is discovered, the Seller must replace the Product or refund the Customer, as required by applicable Law.
3. Where a Transaction qualifies for a cancellation right under the Electronic Communications and Transactions Act 25 of 2002, the Customer may exercise that right within the applicable statutory period, subject to any lawful exclusion, notwithstanding Seller acceptance or any inconsistent provision of the applicable Returns and Refund Policy.
4. Any refund required following cancellation under the Electronic Communications and Transactions Act must be made within the period prescribed by that Act.
5. Proof of Delivery, use of the Product or closure of the Order on the shopX Site does not, in itself, constitute a waiver of any statutory right or remedy.
Allocation of Return and Remedy Costs.
1. The Seller shall bear the reasonable costs of collection, return, inspection, repair, replacement, re-delivery and refund processing where the return or remedy results from a defective, unsafe, damaged, incorrect, incomplete or non-conforming Product; an inaccurate or misleading Listing; inadequate packaging by the Seller; the Seller’s failure to fulfil the Order in accordance with the Agreement; or any other act or omission for which the Seller is responsible.
2. Where the Customer returns a Product solely because of a change of mind or another reason not attributable to the Seller, the allocation of return costs shall be determined by the applicable Returns and Refund Policy and applicable Law.
3. Where loss of or damage to a Product was caused by a Delivery Provider, any remedy already due to the Customer under applicable Law or the applicable Returns and Refund Policy must be processed without awaiting the final determination of a claim between the Seller, shopX, the Delivery Provider or an insurer.
4. Responsibility for the resulting costs shall thereafter be determined between the relevant parties in accordance with the applicable delivery terms, service agreement and available evidence, without prejudicing the Customer’s rights.
5. The Seller must not require the Customer to bear a cost that the Seller is required to bear under applicable Law.

Customer Queries and Complaints
1. shopX shall act as the initial point of contact for Customer queries and complaints submitted through the shopX Site. shopX may refer to the Seller, through the Seller Hub, the shopX ticketing system or the Seller’s registered email address, any query or complaint relating to the Seller’s Products, an Order, delivery status or after-sales support that requires the Seller’s response, information or action.
2. The Seller must respond to a query or complaint referred to it by shopX within 1 (one) Business Day after notification, unless a different response period applies under clause 5, the Returns and Refund Policy applicable to the Order or the shopX Seller Performance Standards.
3. The Seller must meet the Customer service measures and thresholds specified in the shopX Seller Performance Standards. shopX may consider the Seller’s performance against those measures when determining the Seller Performance Rating.
4. shopX may escalate an unresolved Customer complaint under the shopX Buyer Dispute Resolution Process and may take any administrative or technical steps reasonably necessary to implement a remedy approved by the Seller; determined under the shopX Buyer Dispute Resolution Process; agreed with the Customer and Seller; or required by applicable Law or a binding order.
5. Any refund or other amount for which the Seller is responsible in connection with a Customer complaint shall be invoiced to and recovered from the Seller in accordance with clause 5.6.4 or any other applicable recovery provision of this Agreement.
6. The Seller must not communicate directly with a Customer outside the shopX Site, Seller Hub or shopX ticketing system unless shopX has expressly authorised or facilitated that communication.
7. Where a Customer query is Product-related or technical in nature, shopX may facilitate communication between the Seller and the Customer through the shopX ticketing system or another channel approved by shopX. shopX must, where reasonably practicable, be included in or have access to that communication.
8. The Seller must respond to any communication facilitated under clause 6.1.7 within the period prescribed by clause 6.1.2 and must take all reasonable steps within its control to resolve the relevant query.
9. The Seller must not use any communication with a Customer to redirect the Customer to a sales channel outside the shopX Site; solicit or process an Order, payment or refund outside the shopX Site or shopX payment system; resolve a cancellation, return, refund, repair, replacement or exchange outside the process prescribed by clause 5; solicit Customer reviews or ratings in a misleading, coercive or improper manner; or use the Customer’s Personal Information for any purpose unrelated to the relevant Order or otherwise permitted by this Agreement and applicable Law.
Fees and Settlement
1. In consideration for the shopX Market service, the Seller will pay shopX the following fees as set out in the Fee Schedule published in the Seller Hub or as agreed with the Seller by shopX:
  1. the applicable Success Fee for each completed Seller’s Transaction, calculated as a percentage of the VAT-inclusive selling price of each Product sold, varying by Product category as set out in the Fee Schedule;
  2. the monthly Subscription Fee, debited in advance on the first Business Day of each calendar month; and
  3. any other fee applicable to the Seller’s participation in shopX Market, as set out in the Fee Schedule or notified to the Seller in accordance with the Agreement.
2. For purposes of the Success Fee, a Transaction shall be regarded as completed once Proof of Delivery has been confirmed.
  1. No Success Fee shall be charged where a Transaction is cancelled before it is completed.
  2. Once a Transaction has been completed, the Success Fee becomes earned and payable to shopX and shall not be refunded, reversed or credited if the Transaction, or any part of it, is subsequently cancelled, refunded, returned, repaired, replaced, exchanged or disputed, irrespective of the reason for or amount of the refund or other remedy.
  3. Clause 7.2.2 does not limit shopX’s right, in its discretion, to reverse or credit a Success Fee where shopX determines that it is appropriate to do so.
  4. Where a Product is sold at a discounted price as a result of a Seller-generated promotion, discount code or price reduction, the Success Fee shall be calculated on the actual discounted price paid by the Customer and not on the original listed price.
3. The Subscription Fee is non-refundable and is not contingent on the Seller achieving any particular sales volume.
4. Subject to any delay required by applicable Law, a court order, a regulatory authority or an Approved Payment Gateway Provider, settlement of Sales Proceeds to the Seller shall be made in accordance with clause 2 of the Agreement and the applicable Settlement Cycle as follows:
  1. in respect of a New Seller, shopX shall initiate the first settlement within 7 (seven) days after the first confirmed Proof of Delivery; and
  2. after the first settlement, shopX shall initiate payment of the available Settlement Amount within a minimum of 72 (seventy-two) hours after confirmed Proof of Delivery for each completed Order.
  3. Any additional time required for payment to reflect in the Seller’s registered bank account shall be subject to the processing periods of the applicable Approved Payment Gateway Provider and the relevant financial institutions.
5. For each Settlement Cycle, shopX shall provide the Seller with a Settlement Report through the Seller Hub detailing the Orders included in the settlement; the fees charged in respect of those Orders; the gross Sales Proceeds; the net Settlement Amount paid to the Seller; and any refunds, costs or other amounts separately invoiced to the Seller under clause 5.
Intellectual Property and Content
1. The Seller warrants that the Products and all content supplied or uploaded by or on behalf of the Seller to the shopX Site, including Listing descriptions, images, logos, trademarks, brand names and promotional material:
  1. are owned by the Seller or, where applicable, are manufactured, supplied or used with the authorisation of the relevant rights holder;
  2. does not infringe any third party’s Intellectual Property Rights or other rights; and
  3. may lawfully be used by shopX for the purposes contemplated in clause 8.2.
2. The Seller grants shopX a non-exclusive, royalty-free licence, for the duration of this Agreement, to host, reproduce, display, publish, format and distribute the Seller’s content, and to permit shopX’s service providers to perform those activities on shopX’s behalf, to the extent reasonably necessary to list, advertise, promote and facilitate the sale of the Seller’s Products through the shopX Site and shopX’s authorised marketing channels. This licence does not transfer ownership of the Seller’s Intellectual Property Rights to shopX.
3. shopX may remove or disable access to any Listing or content that shopX reasonably believes infringes, or is alleged on reasonable grounds to infringe, a third party’s Intellectual Property Rights. shopX may do so without prior notice where reasonably necessary to limit legal, Customer or third-party risk and shall notify the Seller as soon as reasonably practicable after taking such action.
4. Where shopX receives a notice alleging that the Seller’s Listing, content or Products infringe a third party’s Intellectual Property Rights, shopX may provide the Seller with the notice or relevant details of the allegation; require the Seller to provide evidence of its ownership, authorisation or right to use the relevant Intellectual Property Rights within the period specified by shopX; and disclose the Seller’s contact details or other relevant information to the complaining party only where the disclosure is authorised by the Seller, required by Law or legal process, or otherwise lawfully permitted under applicable data protection Laws.
5. The Seller must cooperate with shopX in investigating and resolving an alleged infringement and must not reinstate or resubmit removed content without shopX’s prior written approval.
6. The Seller indemnifies shopX against all loss, damage, liability, costs and expenses arising from any claim that the Seller’s Products or content infringe a third party’s Intellectual Property Rights, subject to and in accordance with clause 6.1 of the Agreement.
Prohibited Conduct

In addition to the prohibited conduct specified elsewhere in the Agreement, the Seller must not, directly or indirectly, in connection with shopX Market:

manipulate, artificially inflate, suppress or otherwise improperly influence any Customer rating, review or feedback relating to the Seller, its Products, another Seller or another Seller’s Products, including by submitting or procuring false reviews or offering any payment, benefit or incentive in exchange for a favourable review or the removal or alteration of an unfavourable review;
solicit, encourage or attempt to persuade a Customer to transact with the Seller outside the shopX Site, including by placing contact details, promotional inserts, referral incentives, payment instructions or references to an external website or sales channel in any Listing, shipment, packaging or communication with a Customer;
list or classify a Product under an incorrect Product category, or provide inaccurate Product information, for the purpose of avoiding or reducing any category-specific fee, compliance obligation, restriction or review process;
create, operate or control more than one Seller Account without shopX’s prior written consent, or use another person’s Seller Account to avoid any restriction, suspension, termination, fee or other obligation imposed under the Agreement;
access, collect, scrape, extract, reproduce or use non-public shopX data, Customer information or another Seller’s confidential information for the benefit of an external sales channel or for any purpose not authorised under the Agreement, including through bots, automated tools or other data-extraction methods; or
list, supply or dispatch a Product that is materially different from the Product described or displayed in the applicable Listing, or substitute an ordered Product with another Product without the Customer’s prior informed and express consent.

Recalls and Safety Alerts
1. As between shopX and the Seller, the Seller is responsible for managing and funding any action required in connection with a non-conformity, defect or safety issue affecting its Products, including any voluntary or mandatory product recall or safety alert, except to the extent that the relevant matter was caused by an act or omission of shopX; or responsibility is otherwise allocated under applicable Law or another applicable provision of the Agreement.
2. The Seller must notify shopX immediately after becoming aware of any actual product recall or safety alert affecting a Product listed or previously sold through the shopX Site; any defect, unsafe characteristic, regulatory non-compliance or other circumstance reasonably likely to require a product recall or safety alert; or any investigation, notice, direction or order by a manufacturer, supplier or competent regulatory authority concerning the safety or recall of such a Product.
3. The notification must be submitted through the Seller Hub and sent by email to legal@shopxxonline.com.
4. Following a recall or safety alert, the Seller must, at its own cost and without undue delay:
  1. make all notifications and submissions required under applicable Law to the National Consumer Commission, the National Regulator for Compulsory Specifications or any other competent regulatory authority;
  2. cooperate fully with shopX, the Product’s manufacturer or supplier and every competent regulatory authority;
  3. immediately remove the affected Listing from the shopX Site or, if the Seller is unable to do so directly, request shopX to remove it;
  4. provide shopX with all information reasonably required to identify the affected Products, Orders and Customers;
  5. notify affected Customers in the manner required by applicable Law, a competent regulatory authority or a recall plan approved by the relevant authority;
  6. manage the collection, return, repair, replacement, exchange, disposal or refund of affected Products, as applicable; and
  7. provide shopX with reasonable written updates concerning the implementation and outcome of the recall or safety alert.
5. If the Seller fails to initiate, conduct or complete a recall required by applicable Law, a competent regulatory authority or a recall notice issued by shopX on reasonable safety grounds within the period specified in that notice, shopX may:
  1. immediately suspend or remove the affected Listings and prevent any further sale of the affected Products;
  2. require the Seller, at its own cost, to appoint a suitably qualified third-party service provider to conduct or complete the recall;
  3. notify affected Customers and provide them with information reasonably necessary to participate in the recall;
  4. notify and cooperate with the National Consumer Commission, the National Regulator for Compulsory Specifications or any other competent regulatory authority;
  5. suspend the Seller Account or terminate the Seller’s participation in shopX Market in accordance with the Agreement; and
  6. take any other administrative or technical measure reasonably necessary to prevent the continued sale of, or reduce the risk of harm arising from, the affected Products.
6. The Seller remains responsible for conducting and funding the recall. Any refund, replacement, collection cost, Customer claim or other reasonable cost or expense paid or incurred by shopX for which the Seller is responsible may be invoiced to and recovered from the Seller in accordance with clause 5.6.4.
7. Nothing in this clause prevents shopX from taking any action required of it by applicable Law, a competent regulatory authority or a binding order. The Seller must provide all assistance and information reasonably required for shopX to comply with that obligation.
Relationship to Other Service Terms
1. These SHOPX MARKET TERMS apply to every Seller registered to use shopX Market, regardless of whether the Seller has enrolled in or uses any additional Services.
2. Where the Seller uses shopX Delivery Services, the shopX Delivery Services Terms apply to all delivery, fulfilment and logistics activities conducted through that Service. If there is any inconsistency between these SHOPX MARKET TERMS and the shopX Delivery Services Terms concerning a delivery, fulfilment or logistics matter, the shopX Delivery Services Terms shall prevail to the extent of that inconsistency.
3. Where the Seller has enrolled in shopX Advertising, the shopX Advertising Service Terms apply to all advertising activities conducted through that service. If there is any inconsistency between these SHOPX MARKET TERMS and the shopX Advertising Service Terms concerning an advertising matter, the shopX Advertising Service Terms shall prevail to the extent of that inconsistency.
4. Where the Seller uses Transaction Processing Services, the Transaction Processing Service Terms apply to all payment and transaction-processing activities conducted through that Service. If there is any inconsistency between these SHOPX MARKET TERMS and the Transaction Processing Service Terms concerning a payment or transaction-processing matter, the Transaction Processing Service Terms shall prevail to the extent of that inconsistency.
5. Where the Seller uses an API integration, the Selling Partner API Terms apply to the Seller’s access to and use of the API and related technical integration. If there is any inconsistency between these SHOPX MARKET TERMS and the Selling Partner API Terms concerning an API or technical-integration matter, the Selling Partner API Terms shall prevail to the extent of that inconsistency.
6. The precedence given to any additional service terms under clauses 11.2 to 11.5 applies only to the particular subject matter governed by those terms. Except to that extent, the additional service terms do not exclude, limit or replace the Seller’s obligations under these SHOPX MARKET TERMS or the Agreement.
7. Any inconsistency between these SHOPX MARKET TERMS, the Agreement and any additional service terms that is not addressed by clauses 11.2 to 11.5 shall be resolved in accordance with the order of precedence specified in the Agreement.
Technical Integration and Selling Partner API
1. Where the Seller uses an API integration to connect any order management system, inventory management system or other software to the Seller Hub or shopX Site, the Seller’s access to and use of that integration shall be governed by the Selling Partner API Terms, which form part of the Agreement.
2. The Seller remains responsible for the accuracy and completeness of all Product information, stock levels, pricing, Order information and other data supplied by or on behalf of the Seller, irrespective of the technical means through which that information is transmitted to or from the Seller Hub.
3. A failure or interruption affecting the Seller’s systems, third-party software or integration does not excuse the Seller from its obligations under these SHOPX MARKET TERMS. The Seller must promptly take reasonable alternative measures to prevent inaccurate Listings, overselling, delayed fulfilment or other adverse effects on Customers.
4. Where a failure or interruption originates within systems controlled by shopX, the Seller must notify shopX as soon as reasonably practicable after becoming aware of it; the Seller must take reasonable measures within its control to limit its consequences; and the Seller shall not be treated as having breached an obligation to the extent that its non-compliance was directly caused by that failure or interruption and could not reasonably have been prevented or mitigated by the Seller.
Product Condition and Quality Standards
1. The Seller warrants that every Product supplied to a Customer through the shopX Site shall:
  1. be in the condition stated in the applicable Listing, including whether the Product is new, used, refurbished or open-box;
  2. correspond in all material respects with the description, specifications, images, samples and other representations contained in the Listing;
  3. include all components, accessories, documentation, packaging and other items expressly stated in the Listing as being included with the Product;
  4. be free from any defect, damage, deterioration or fault that was not clearly and accurately disclosed in the Listing before the Customer placed the Order;
  5. be reasonably suitable for the purposes for which Products of that kind are generally intended; of good quality, in good working order, safe and usable and durable for a reasonable period, having regard to the nature and condition of the Product and the circumstances of its supply; and
  6. comply with all applicable Laws, product-safety and labelling requirements, legally applicable South African National Standards, compulsory specifications administered by the National Regulator for Compulsory Specifications and requirements imposed by any other competent regulatory authority.
2. A Product listed as new must:
  1. be unused and not previously owned by or supplied to another consumer;
  2. be supplied in its original manufacturer’s packaging where the Product is ordinarily sold in such packaging, and the Listing does not clearly state otherwise; and
  3. include all original components, accessories, instructions, documentation and warranty information ordinarily supplied with that Product.
3. A Product listed as used, refurbished or open-box must:
  1. be classified accurately in accordance with the condition grading framework made available by shopX in the Seller Hub;
  2. not be assigned a condition grade higher than its actual condition;
  3. disclose in the Listing all material signs of use, repairs, alterations, missing items, defects, damage and limitations known, or which reasonably ought to be known, to the Seller;
  4. where the Product has been reconditioned, rebuilt or remade, carry every notice required by applicable Law, and the Seller must include the required disclosure conspicuously in the Listing and any related advertising or promotional material; and
  5. comply with clauses 13.1.5 to 13.1.9, except in respect of a specific condition or defect where applicable Law permits that qualification and the Customer was expressly informed of, and expressly accepted, the Product in that specific condition before placing the Order.
4. Where a Product does not correspond with the condition, description, specifications or representations contained in the Listing, the Customer shall be entitled to the remedy provided under the Returns and Refund Policy applicable to the Order and any greater or additional remedy available under applicable Law.
5. Where a Product is defective, unsafe or otherwise fails to satisfy the requirements of the Consumer Protection Act 68 of 2008, the Customer shall be entitled to exercise the remedies available under applicable Law. Without limiting those remedies, where section 56(2) of that Act applies, the Customer may, within six months after delivery, return the Product without penalty and at the Seller’s risk and expense and direct the Seller to repair or replace the Product; or refund the price paid for the Product, subject to any longer period or additional remedy available under an express warranty, manufacturer’s warranty or applicable Law.
6. The Seller shall bear all collection, return, inspection, repair, replacement, re-delivery, refund-processing and other reasonable costs allocated to the Seller under applicable Law, the Returns and Refund Policy applicable to the Order, the Fee Schedule or this Agreement. Responsibility for loss of or damage to a Product caused by a Delivery Provider shall be determined in accordance with clause 5.9, without prejudicing the Customer’s rights.
7. Any serious, repeated or systematic failure to comply with this clause 13 constitutes a material breach of these SHOPX MARKET TERMS and may result in the suspension or termination of the affected Listings or Seller Account in accordance with clause 3 of the Agreement.
Packaging Standards
1. The Seller must ensure that every Product is packaged:
  1. adequately and appropriately for the nature of the Product and the reasonably foreseeable conditions of storage, collection, handling and delivery;
  2. in compliance with applicable Law, including any applicable product safety, labelling, environmental and dangerous goods requirements; and
  3. in accordance with any packaging requirements applicable to the delivery method selected for the Order.
2. Where the Seller uses shopX Delivery Services, the packaging, labelling, documentation and tendering of Products for delivery are governed by the shopX Delivery Services Terms and any applicable Packaging Guidelines. If there is an inconsistency concerning a delivery packaging or logistics matter, the shopX Delivery Services Terms shall prevail to the extent of that inconsistency.
3. The Seller is responsible for any loss, damage, contamination, spoilage or safety risk to the extent caused or materially contributed to by the Seller’s inadequate packaging, incorrect labelling or failure to comply with this clause or the packaging requirements applicable to the Order.
4. Nothing in this clause limits any responsibility attributable to shopX, an Approved Logistics Partner or another Delivery Provider under the Agreement, the applicable delivery terms or applicable Law, or limits any remedy available to the Customer.
Proof of Delivery
1. The Seller must ensure that valid Proof of Delivery is captured for every Order fulfilled through delivery arrangements made by or on behalf of the Seller and submitted through the Seller Hub or by another method approved by shopX.
2. Proof of Delivery must constitute a reliable electronic or written record identifying the relevant Order or tracking number and confirming the date, time and authorised location of delivery. It must include any additional delivery evidence reasonably required by shopX for the applicable delivery method, which may include:
  1. the name or signature of the Customer or other recipient;
  2. confirmation through a one-time password or other electronic-verification method;
  3. a photograph taken at the authorised delivery location;
  4. geolocation data captured at the time of delivery; or
  5. relevant delivery notes or tracking information.
3. The Seller must ensure that its delivery personnel and any delivery service provider appointed by it:
  1. do not record a Product as delivered before delivery has occurred;
  2. do not sign, enter a one-time password or otherwise acknowledge receipt on behalf of the Customer or recipient; and
  3. deliver the Product only to the location authorised by the Customer and in accordance with any reasonable delivery instruction recorded for the Order.
4. Proof of Delivery is evidence that delivery occurred but does not, by itself establish that the Customer personally accepted the Product where another person received it; establish that the correct Product was delivered in the condition required under the Agreement; or prevent the Customer from disputing or exercising any right under applicable Law or the Returns and Refund Policy applicable to the Order.
5. Where Proof of Delivery is missing, incomplete, inaccurate or reasonably suspected to be false or unreliable, shopX may request additional delivery evidence and investigate whether delivery occurred. The Seller must promptly provide all reasonably requested delivery records and information available to it.
6. Where delivery cannot reasonably be verified, the Order may be treated as undelivered, and the Customer may be provided with the refund or other remedy available under applicable Law and the Returns and Refund Policy applicable to the Order.
7. The Seller must retain Proof of Delivery and supporting records for the period specified in the Agreement, the applicable shopX policy or applicable Law, whichever requires the longest period, and must protect those records against loss, alteration, unauthorised access and unlawful disclosure.
8. Personal Information collected as Proof of Delivery must be limited to what is reasonably necessary to confirm and administer delivery and must be processed in accordance with applicable data-protection Laws.
9. Where the Seller uses shopX Delivery Services, the capture, submission, verification and retention of Proof of Delivery are governed by the shopX Delivery Services Terms. If there is an inconsistency concerning a Proof of Delivery or logistics matter, the shopX Delivery Services Terms prevail to the extent of that inconsistency.

SHOPX DELIVERY SERVICES TERMS (SDS)

shopX Delivery Services (“SDS”) is the standard delivery service made available through the shopX Site for the collection, transportation, delivery and return of Products. SDS is performed by Approved Logistics Partners contracted by shopX and integrated with the shopX platform. The Seller does not contract directly with an Approved Logistics Partner merely by using SDS.

These SDS Service Terms form part of the Agreement and apply to each Order fulfilled through SDS. shopX may, in certain circumstances and subject to its approval and applicable requirements, permit a Seller to fulfil an Order using its own delivery fleet or personnel. Such delivery does not constitute an SDS Delivery and is governed by the SHOPX MARKET TERMS and any applicable delivery requirements published by shopX.

BY USING SDS, THE SELLER AGREES TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SDS SERVICE TERMS.

Nature and Scope of shopX Delivery Services

SDS is shopX’s standard delivery service through which the Seller may offer Customers the collection, transportation and delivery of Products by Approved Logistics Partners contracted by shopX and integrated with the shopX platform through its API.

Delivery types available through SDS may include On-Demand Delivery, Same Day Delivery, Next Day Delivery and Standard Delivery, including delivery of Bulky or Non-Standard Items, as defined in the Agreement.

SDS applies to each Order designated for fulfilment through SDS. shopX may, in approved circumstances and subject to its requirements, permit the Seller to use its own delivery fleet or personnel. Such delivery does not constitute an SDS Delivery and is governed by the SHOPX MARKET TERMS and any applicable delivery requirements published by shopX.

shopX contracts with and allocates Approved Logistics Partners to perform SDS Deliveries. The Seller does not contract directly with an Approved Logistics Partner by using SDS. Approved Logistics Partners perform the applicable logistics services as independent contractors, and shopX does not own or operate their fleets or employ their personnel.

The availability of a delivery type depends on the collection and delivery locations, the nature and dimensions of the Product, the capacity and operating hours of the Approved Logistics Partners, and any applicable operational or legal restrictions. Available delivery types will be displayed through the shopX Site or Seller Hub and are subject to confirmation when the delivery request is accepted.

shopX may add, suspend, remove or modify any delivery type in accordance with the Agreement, including with immediate effect where reasonably necessary for operational, safety, security, legal or regulatory reasons.

Packaging Standards

The Seller must package every Product in a manner reasonably sufficient to protect the Product during storage, collection, transit and handling and in accordance with:
1. the packaging requirements of the applicable Approved Logistics Partner;
2. the Packaging Guidelines made available by shopX in the Seller Hub; and
3. all applicable Laws and regulatory requirements.
4. Where those requirements impose different but compatible standards, the Seller must comply with the higher standard to the extent that the requirements are not inconsistent with applicable Law.

Without limiting clause 2.1, the Seller must ensure that:

the packaging adequately protects the Product against reasonably foreseeable damage, impact, crushing, vibration, moisture, leakage, contamination and deterioration during storage, collection, transit and handling;

the packaging is appropriate for the size, weight, fragility, value and nature of the Product and contains sufficient protective or cushioning material, without excessive empty space that may allow the Product to move during transit;

the outer delivery packaging is securely closed and sealed using durable materials so that it does not open during ordinary handling and any unauthorised opening or access is reasonably capable of being detected;

all labels, barcodes, waybills, handling instructions, hazard warnings and shipping documentation required by shopX, the applicable Approved Logistics Partner or applicable Law are accurate, legible, securely attached and not obscured;

the Product, packaging and accompanying documentation comply with the restrictions in clause 9.2 of the SHOPX MARKET TERMS concerning off-platform transactions and communications; and

the packaging materials comply with all product-safety, environmental, waste-management and extended producer responsibility requirements applicable to the Seller, the Product or the packaging concerned.

Clause 2.2.5 does not prohibit:

branding appearing on the Product or its original manufacturer or retail packaging;

information required by applicable Law; or

documentation reasonably necessary for the lawful use, warranty, servicing or return of the Product, provided that the packaging or documentation is not used to redirect the Customer to purchase outside the shopX Site.

The use of a “fragile”, “handle with care” or similar label does not relieve the Seller of its obligation to package the Product adequately.
The Seller must apply any additional protective measures reasonably required by the nature of a fragile, high-value, perishable, liquid, temperature-sensitive, dangerous, hazardous or regulated Product, including, where applicable:

double-boxing or reinforced packaging;

leak-proof containers or protective seals;

insulation, temperature-controlled or cold-chain packaging;

tamper-evident packaging; and

hazard labels, safety notices and handling instructions required by applicable Law.

The Seller must not tender a dangerous, hazardous, prohibited or regulated Product for delivery unless:

the Product is permitted under the SHOPX MARKET TERMS and the shopX Restricted Products Policy;

the applicable Approved Logistics Partner accepts Products of that nature for transportation; and

the Product is classified, packaged, marked, labelled and documented in accordance with applicable Law and the applicable Approved Logistics Partner’s requirements.

As between shopX and the Seller, the Seller is responsible for any refund, replacement and reasonable related cost arising from a Product being lost, damaged, contaminated, spoiled or rendered unsafe during storage, collection, transit or handling, to the extent that the relevant loss, damage or condition was caused or materially contributed to by:

inadequate or inappropriate packaging by the Seller;

the Seller’s failure to comply with this clause 2; or

inaccurate or missing labelling, documentation, warnings or handling instructions for which the Seller was responsible.

This allocation of responsibility does not limit or delay any remedy available to the Customer under the Returns and Refund Policy applicable to the Order or applicable Law.

shopX may determine responsibility under clause 2.7 after considering the reasonably available evidence, including photographs, packaging records, collection records, tracking information, inspection reports and information supplied by the Seller, the Customer and the Approved Logistics Partner. The Seller must be given a reasonable opportunity to provide relevant information before shopX makes its determination, except where immediate action is reasonably necessary to protect Customers or comply with applicable Law.

Any amount paid or reasonably incurred by shopX for which the Seller is responsible under clause 2.7 may be invoiced to and recovered from the Seller in accordance with the payment provisions of the Agreement. It may not be deducted from a Settlement Amount unless expressly authorised under the Agreement.

Nothing in this clause limits any responsibility or liability attributable to shopX or an Approved Logistics Partner under the Agreement, the applicable delivery terms or applicable Law.

Seller Obligations for Delivery
1. The Seller must comply with all SDS operational requirements published in the Seller Hub, including packaging requirements, labelling standards, handover, and cut-off times applicable to each delivery type.
2. The Seller must ensure that every Product tendered for delivery through SDS is:
  1. in the condition described in the applicable Listing and otherwise complies with the Product condition and quality requirements of the SHOPX MARKET TERMS at the time of handover to the Approved Logistics Partner;
  2. packaged in accordance with clause 2 of these SDS Service Terms;
  3. correctly labelled with the waybill, barcode, and any other shipping documentation generated through the Seller Hub or the Approved Logistics Partner’s integrated system; and
  4. compliant with applicable Law and any applicable SDS requirements concerning the transportation of hazardous, dangerous, temperature-sensitive, fragile, Bulky or Non-Standard Items;
3. The Seller must not tender an SDS Excluded Product or Unsuitable Unit for collection through SDS. The Approved Logistics Partner may refuse to collect such a Product or Unit. Where the refusal results from the Seller’s breach of these SDS Service Terms, the Seller shall be responsible for any applicable failed collection or rearrangement fee. Any amount recoverable from the Seller must be invoiced and dealt with in accordance with the Agreement.
4. The Seller must ensure that its collection premises are accessible at the applicable collection time. Where a collection attempt fails because the Seller’s premises were inaccessible, the applicable failed-collection procedure will apply, and the Seller shall be responsible for any resulting delay and applicable fee to the extent caused by that failure.
5. The Seller must not include in a parcel tendered through SDS any item, document or material that does not form part of the Order Information, including promotional material that directs or incentivises the Customer to transact outside the shopX Site.

Collection and Handover
1. The Seller retains physical custody of a Product until it is handed over to the Approved Logistics Partner allocated by shopX and collection is confirmed in accordance with clause 3.4. Upon confirmed collection, the Approved Logistics Partner assumes physical custody of the Product for transportation under SDS.
2. Confirmed collection does not release the Seller from responsibility for any loss, damage, delay or failed delivery caused by the Seller’s failure to comply with the packaging, labelling, Product-condition or handover requirements of the Agreement. Risk of loss of or damage to a Product following collection shall be dealt with in accordance with the risk, goods-in-transit insurance and claims provisions of these SDS Service Terms.
3. Collection through SDS is conditional on the Seller having correctly accepted and processed the Order through the Seller Hub; prepared the Product in accordance with clause 2; and confirmed through the Seller Hub or applicable logistics integration that the Product is ready for collection.
4. The Seller must obtain or retain any collection confirmation provided by the Approved Logistics Partner at handover. Where collection is recorded automatically through the applicable logistics integration, that electronic record shall constitute collection confirmation unless reasonably disputed.
5. For an On-Demand Delivery Order, the Seller must have the Product packed and ready for collection within the applicable preparation or acceptance period specified in the SHOPX MARKET TERMS or displayed through the Seller Hub. Any failure by the Seller to meet that period that causes the delivery window to be missed may be recorded against the Seller’s performance and may result in any applicable fee disclosed in the Program Policies and this Agreement.

Delivery Process and Tracking
1. Once a Product has been collected from the Seller, the Approved Logistics Partner allocated by shopX is responsible for transporting and delivering the Product to the Customer’s designated delivery address within the applicable delivery timeframe.
2. shopX will make available to the Customer and the Seller, through the shopX Site and Seller Hub respectively, the tracking information received from the Approved Logistics Partner through the applicable logistics integration. Tracking information is provided for operational convenience and may be subject to delays or errors. shopX may correct or update tracking information where an error becomes known.
3. Where a delivery attempt fails because the Customer or an authorised recipient is unavailable at the designated delivery address, the Approved Logistics Partner’s applicable redelivery procedure will apply. The Seller must provide any information or assistance reasonably required by shopX to resolve the failed delivery. A failed delivery caused by an act or omission of the Approved Logistics Partner shall not be treated as a failure by the Seller.
4. Where the original delivery cannot be completed after the applicable delivery attempts have been exhausted, the Product will be returned to the Seller, and the unsuccessful delivery will be recorded through the Seller Hub or the applicable logistics integration. The Seller must assess and determine whether the Customer is entitled to a refund or other remedy under the Returns and Refund Policy applicable to the Order, clause 5 of the SHOPX MARKET TERMS and applicable Law.

Proof of Delivery
1. For purposes of these SDS Service Terms, “Proof of Delivery” means an electronic record generated or captured by the Approved Logistics Partner confirming delivery of a Product to the Customer’s designated delivery address or another delivery location authorised by the Customer. Proof of Delivery must be recorded through the Seller Hub or the applicable logistics integration.
2. Valid Proof of Delivery must include the relevant Order or tracking number, the date and time of delivery, the delivery location and the delivery status. Depending on the applicable delivery method, shopX may also require the name or signature of the Customer or other recipient; confirmation through a one-time password or other electronic-verification method; a photograph taken at the authorised delivery location; geolocation data captured at the time of delivery; or relevant delivery notes or tracking information.
3. Proof of Delivery is evidence that delivery occurred but does not, by itself establish that the Customer personally accepted delivery where another person received the Product; establish that the correct Product was delivered in the condition required under the Agreement; or prevent the Customer from disputing the delivery or exercising any right under applicable Law or the Returns and Refund Policy applicable to the Order.
4. The Approved Logistics Partner must not record a Product as delivered before delivery has occurred or sign, enter a one-time password or otherwise acknowledge receipt on behalf of the Customer or recipient.
5. Where Proof of Delivery is missing, incomplete, inaccurate or reasonably suspected to be false or unreliable, shopX may request additional delivery evidence and investigate whether delivery occurred. The Seller must promptly provide any relevant delivery records or information reasonably requested by shopX and available to it.
6. Where delivery cannot reasonably be verified following an investigation under clause 5.5, the Order may be treated as undelivered and the Customer may be provided with a refund or other remedy in accordance with applicable Law and the Returns and Refund Policy applicable to the Order.
7. Where a Customer disputes receipt of a Product, the dispute will be dealt with under the shopX Buyer Dispute Resolution Process. If shopX determines, after considering the available evidence, that delivery was not completed, responsibility for the resulting refund or loss must be determined under the risk, liability and insurance provisions of these SDS Service Terms.
8. shopX and the Seller must retain the Proof of Delivery and supporting records held by each of them for the period required under the Agreement, the applicable shopX policy or applicable Law, whichever requires the longest period, and must protect those records against loss, alteration, unauthorised access and unlawful disclosure.
9. Personal Information collected as Proof of Delivery must be limited to what is reasonably necessary to confirm and administer delivery and must be processed in accordance with applicable data-protection Laws.

Customer Returns, Replacements and Refunds
1. Returns, refunds and replacements relating to Products delivered through SDS are governed by the Returns and Refund Policy applicable to the Order, clause 5 of the SHOPX MARKET TERMS and applicable Law. shopX will act as the initial point of communication for the Customer and will promptly record and route any request to the Seller through the Seller Hub or applicable customer service channels.
2. The Seller must assess the return request and notify shopX whether a return, refund, replacement or other remedy is due. The Seller must communicate its determination to the Customer through the applicable shopX communication channel within the period prescribed by that policy.
3. Where an incorrect Product was delivered, or a Product was lost or damaged during an SDS Delivery, responsibility for the resulting return, replacement, refund and related costs shall be determined according to the cause of the loss, damage or error and the risk, liability and insurance provisions of these SDS Service Terms.
4. Where the Seller determines that a return or replacement is due after the Product has been delivered to the Customer, the Seller must arrange collection of the original Product and, where applicable, delivery of the replacement Product using the Seller’s own delivery arrangements or an applicable logistics service provider. shopX’s role is limited to recording and routing communications and information to the relevant parties.
5. Where the Seller determines that a refund is due, the Seller is responsible for providing the refund to the Customer in accordance with the Returns and Refund Policy applicable to the Order and the applicable payment process. shopX will facilitate the refund through the shopX payment system and the applicable Approved Payment Gateway Provider only where shopX and the Seller have agreed in advance that shopX may do so, or where the Seller has provided shopX with sufficient funds for that purpose. Any facilitation by shopX is an administrative function and does not make shopX responsible for assessing, approving or funding the refund.
6. Where a return, replacement or refund arises from loss, damage or incorrect delivery caused by the Approved Logistics Partner, the Seller’s claim for any corresponding reimbursement must be dealt with under the applicable SDS claims, risk and processes.
7. The Seller will be responsible for all costs associated with any replacement, return or refund to the extent arising from:
  1. the Seller’s failure to provide the correct Product;
  2. inadequate or non-compliant packaging by the Seller in breach of clause 2, causing or contributing to damage in transit
  3. the Product not being in the condition described in the Listing or otherwise required under the Agreement at the time of handover; or
  4. any other breach of the Agreement by the Seller that caused or contributed to the return, replacement or refund.
8. shopX will notify the Seller where it determines that the Seller bears responsibility under clause 6.7 and will provide reasonable details of the basis for that determination. The Seller may appeal the determination within 30 (thirty) days after notification by submitting supporting evidence through the Seller Hub or by email. shopX’s decision on appeal is final, subject to the dispute-resolution process in clause 17.1 of the Agreement.
9. Any return or replacement delivery fee payable by the Seller must be disclosed and invoiced in accordance with the Agreement.

Customer Service
1. shopX will act as the initial point of communication for Customer queries concerning Products delivered through SDS. shopX will record each query and route it through the applicable customer-service channel to the Seller, Approved Logistics Partner or other relevant party, according to the nature of the query.
2. Queries concerning the performance of the original SDS Delivery, including delivery status, tracking and failed delivery attempts, will be routed to the relevant Approved Logistics Partner and dealt with in accordance with these SDS Service Terms. shopX may communicate to the Customer any status information received from the Approved Logistics Partner.
3. The Seller remains responsible for assessing and resolving queries concerning the Product, including its quality, condition, specifications, suitability and after-sales support, in accordance with clause 6 of the SHOPX MARKET TERMS.
4. Customer requests concerning post-delivery returns, replacements or refunds will be received and routed by shopX but must be assessed and resolved in accordance with clause 6 of these SDS Service Terms and the Returns and Refund Policy applicable to the Order.
5. Where a Customer query concerns both an SDS delivery matter and a Product or after-sales matter, shopX will route each component of the query to the relevant party. Each party remains responsible for the component falling within its respective obligations under the Agreement.
6. The Seller must respond to and resolve any Customer query routed to it within the applicable customer-service period prescribed by the SHOPX MARKET TERMS and must communicate with the Customer through the Seller Hub, shopX customer support system or other communication channel approved by shopX.
7. Unless shopX has expressly authorised otherwise, the Seller must not communicate with the Customer outside the communication channels approved by shopX in relation to an SDS Delivery or any associated Customer query.
8. shopX may communicate information received from the Seller, Approved Logistics Partner or other relevant party to the Customer and may follow up on an unresolved query. By receiving, recording, routing, following up on or communicating information concerning a query, shopX does not assume responsibility for resolving a Product-related or after-sales query; assessing or approving a return, replacement, refund or other remedy; arranging a post-delivery collection, return or replacement delivery; or providing or funding a refund, except where shopX has agreed in advance to facilitate the refund or the Seller has provided sufficient funds for that purpose in accordance with clause 6.5.

Delivery Fees
1. The Delivery Fee applicable to an SDS Delivery will be calculated at checkout in accordance with the shopX Delivery Services Fee Schedule and will be payable by the Customer as part of the Order total.
2. The applicable Delivery Fee may be calculated according to factors including the Product’s dimensions and weight, the collection and delivery locations and the applicable delivery type.
3. The Seller must ensure that all Product information used to calculate the Delivery Fee, including the Product’s dimensions and weight, is complete and accurate. Where inaccurate or incomplete information provided by the Seller results in an underpayment of the Delivery Fee, shopX may invoice the Seller for the resulting shortfall.
4. The Seller will be responsible for a failed collection fee or other additional delivery related fee only where:
  1. the event giving rise to the fee was caused by the Seller’s act or omission, including the Product not being ready for collection, inaccessible collection premises or inaccurate delivery information supplied by the Seller.
5. A fee for collecting a Product from a Customer after completed delivery or delivering a replacement Product is not included in the original SDS Delivery Fee. Responsibility for that fee will be determined in accordance with clause 6, the Returns and Refund Policy applicable to the Order and any arrangement between the Seller and the logistics service provider used for the collection or replacement.
6. Any amount payable by the Seller under this clause must be invoiced and paid in accordance with the Agreement.
7. shopX may amend these Delivery Services Terms, the Fee Schedule in accordance with the amendment and notice provisions of the General Terms. The revised fees will apply to SDS Deliveries placed after the revised Delivery Services Fee Schedule takes effect.

Indemnity

IN ADDITION TO THE SELLER’S OBLIGATIONS UNDER CLAUSE 6 OF THE GENERAL TERMS AND ANY APPLICABLE INDEMNITY UNDER THE SHOPX MARKET TERMS, THE SELLER AGREES TO INDEMNIFY AND HOLD HARMLESS SHOPX AND ITS AFFILIATES AGAINST ANY CLAIM, LOSS, DAMAGE, LIABILITY, PENALTY, COST OR EXPENSE ARISING FROM OR RELATING TO:

THE SELLER’S PRODUCTS, INCLUDING ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE CAUSED BY A DEFECT IN A PRODUCT OR ANY OTHER ACT OR OMISSION RELATING TO A PRODUCT FOR WHICH THE SELLER IS RESPONSIBLE;
THE SELLER’S FAILURE TO COMPLY WITH ANY OBLIGATION UNDER THESE SDS SERVICE TERMS, INCLUDING ITS PACKAGING AND LABELLING OBLIGATIONS UNDER CLAUSE 2 AND ITS HANDOVER AND PRODUCT-CONDITION OBLIGATIONS; OR
THE SELLER’S FAILURE TO COMPLY WITH ITS TAX, DUTY OR CUSTOMS OBLIGATIONS UNDER CLAUSE 14.
THIS CLAUSE DOES NOT REQUIRE THE SELLER TO INDEMNIFY SHOPX TO THE EXTENT THAT THE CLAIM, LOSS, DAMAGE, LIABILITY, PENALTY, COST OR EXPENSE WAS CAUSED BY:
1. SHOPX’S BREACH OF THE AGREEMENT, NEGLIGENCE, GROSS NEGLIGENCE, WILFUL MISCONDUCT OR CONTRAVENTION OF APPLICABLE LAW; OR
2. AN ACT OR OMISSION OF AN APPROVED LOGISTICS PARTNER FOR WHICH THE SELLER IS NOT RESPONSIBLE UNDER THE AGREEMENT.

Release
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SELLER RELEASES SHOPX AND ITS AFFILIATES FROM ANY CLAIM, LOSS, DAMAGE, LIABILITY, COST OR EXPENSE ARISING SOLELY FROM AN ACT OR OMISSION OF AN APPROVED LOGISTICS PARTNER IN CONNECTION WITH THE COLLECTION, HANDLING, STORAGE, TRANSIT OR DELIVERY OF A PRODUCT, EXCEPT TO THE EXTENT THAT:
  1. SHOPX CAUSED OR MATERIALLY CONTRIBUTED TO THE CLAIM, LOSS, DAMAGE, LIABILITY, COST OR EXPENSE;
  2. SHOPX FAILED TO PERFORM AN OBLIGATION EXPRESSLY ASSUMED BY IT UNDER THE AGREEMENT;
  3. THE CLAIM, LOSS, DAMAGE, LIABILITY, COST OR EXPENSE AROSE FROM SHOPX’S NEGLIGENCE, GROSS NEGLIGENCE, WILFUL MISCONDUCT OR CONTRAVENTION OF APPLICABLE LAW; OR
  4. THE LIABILITY CANNOT LAWFULLY BE EXCLUDED, LIMITED OR RELEASED.
2. Any claim arising from the loss of, damage to, contamination, deterioration, delay, mis-delivery or failed delivery of a Product while it is in the custody or control of an Approved Logistics Partner must be submitted and dealt with under the applicable SDS claims, risk and insurance process. Where shopX contracted with the Approved Logistics Partner and the Seller does not have a direct right of recourse against that partner, shopX will reasonably assist in submitting or facilitating the applicable claim under the SDS claims process. Any reimbursement due to the Seller will be determined and paid in accordance with that process and the applicable limits, exclusions and supporting-document requirements.

Disclaimer

IN ADDITION TO THE DISCLAIMER IN CLAUSE 7 OF THE GENERAL TERMS, SHOPX DISCLAIMS ANY AND ALL LIABILITY AS A CARRIER, BAILEE, OR WAREHOUSEMAN IN RELATION TO THE SELLER’S PRODUCTS. SHOPX DOES NOT AT ANY TIME TAKE PHYSICAL POSSESSION OF OR CUSTODY OVER THE SELLER’S PRODUCTS. THE SELLER WAIVES ALL RIGHTS AND REMEDIES AGAINST SHOPX ARISING OUT OF OR RELATED TO THE POSSESSION, TRANSIT, STORAGE, OR DELIVERY OF THE SELLER’S PRODUCTS BY ANY APPROVED LOGISTICS PARTNER OR OTHER THIRD-PARTY CONTRACTOR ENGAGED BY SHOPX TO FACILITATE DELIVERY.

Effect of Termination
1. On termination of the Agreement or these SDS Service Terms for any reason, shopX will notify all relevant Approved Logistics Partners to cease accepting new collection requests from the Seller under the SDS programme with effect from the termination date.
2. Any orders accepted and in transit at the date of termination will be completed by the relevant Approved Logistics Partner in the ordinary course. shopX will process settlement for all completed deliveries in accordance with the standard Settlement Cycle.
3. The Seller remains responsible for all costs, returns, and Customer service obligations in respect of orders fulfilled through SDS prior to the termination date, notwithstanding termination of these SDS Service Terms.

Taxes

The Seller acknowledges that using an Approved Logistics Partner for the delivery of Products may create tax obligations for the Seller in jurisdictions where Products are handled or temporarily held in transit. The Seller is solely responsible for all taxes arising in connection with the delivery of its Products through SDS and shall indemnify shopX against any tax liability, penalty, or interest arising from the Seller’s failure to meet such obligations.

Additional Representations

In addition to the representations and warranties in clause 5 of the General Terms and clause 15 of the shopX Market Service Terms, the Seller represents and warrants that:

it has valid legal title to all Products tendered for delivery through SDS and all necessary rights to distribute those Products;
all Products tendered for delivery will be in the condition described in the applicable Listing and in a merchantable condition at the time of handover to the Approved Logistics Partner;
all Products and their packaging comply with all applicable marking, labelling, and legal requirements;
no Product is or will be produced or manufactured, in whole or in part, by child labour, convict labour, or forced labour; and
the Seller and all of its subcontractors, agents, and suppliers strictly adhere to all applicable Laws regarding working conditions, wages, hours, and minimum ages of workers.

SDS Definitions

The following terms are used only in these SDS Service Terms and bear the meanings set out below. All other terms have the meanings given in Section 18 of the Agreement.

“SDS” means the shopX Delivery Services as described in these SDS Service Terms.

“SDS Excluded Product” means any Product that is an Excluded Product under Section 18 of the Agreement, or that is otherwise prohibited from delivery through SDS by applicable Seller Program Policies, including any Product that is hazardous, oversized, temperature-sensitive without adequate packaging, or otherwise deemed unsuitable by shopX or the Approved Logistics Partner.

“Shipping Information” means the name of the Customer, the delivery address, the order number, the quantity and description of Units to be delivered, and any other delivery-related information required by shopX or the Approved Logistics Partner.

“Unit” means a single unit of the Seller’s Product prepared and tendered for delivery through SDS.

“Unsuitable Unit” means a Unit that is: (a) defective, damaged, or unfit for purpose at the time of handover; (b) lacking required labels, barcodes, or shipping documentation; (c) an SDS Excluded Product; (d) not compliant with shopX’s packaging requirements or the Approved Logistics Partner’s requirements; or (e) otherwise determined by shopX or the Approved Logistics Partner to be unsuitable for delivery.

SHOPX ADVERTISING SERVICE TERMS

The shopX Advertising Service Terms govern the Seller’s use of shopX Advertising, a Service that allows the Seller to advertise its Products on the shopX Site and associated properties.

The Seller’s use of the shopX Advertising Services is governed by the shopX Advertising Agreement, available at https://shopxxonline.com/terms, which the Seller accepts by enrolling in or using the Advertising Services. shopX may update the shopX Advertising Agreement from time to time in accordance with its terms. In the event of any conflict between the General Terms or Seller Program Policies and the shopX Advertising Agreement with respect to Advertising Services, the shopX Advertising Agreement will prevail to the extent of the conflict.

SHOPX PAY SERVICE TERMS

shopX Pay is a Service through which shopX, acting as the disclosed agent of the Seller, collects payment from Customers on the Seller’s behalf through shopX’s network of Approved Payment Gateway Providers. These shopX Pay Service Terms form part of the Agreement and apply to the Seller’s participation in shopX Pay. BY REGISTERING FOR OR USING THE SERVICES, THE SELLER AGREES TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SHOPX PAY SERVICE TERMS.

shopX does not operate as a bank, payment service provider, or financial institution. shopX facilitates payment collection exclusively through its Approved Payment Gateway Providers, each of which is independently licensed and regulated. The Seller acknowledges that its ultimate payment processing relationship is governed by the terms and conditions of the applicable Approved Payment Gateway Provider, in addition to these shopX Pay Service Terms.

Nature and Scope of Transaction Processing Services
1. shopX acts as the disclosed agent of the Seller for the sole purpose of collecting payment from Customers in respect of completed transactions on the shopX Site. In this capacity, shopX collects payment on the Seller’s behalf through the Approved Payment Gateway Providers listed in the Approved Payment Gateway Provider Schedule published in the Seller Hub. Payment received by shopX from a Customer through an Approved Payment Gateway Provider constitutes receipt of payment by the Seller for the purposes of the underlying sale contract.
2. The contract of sale for each Product is formed directly between the Seller and the Customer. shopX is not a party to that sale contract and does not purchase or resell any Product. shopX’s role in the transaction is limited to payment facilitation as disclosed agent and logistics facilitation as described in the shopX Market Service Terms and the shopX Delivery Services Terms.
3. shopX makes available the following payment methods to Customers on the shopX Site, subject to the eligibility of each payment method in respect of any particular transaction and the operational availability of each Approved Payment Gateway Provider:
  1. credit and debit card payments, processed through the shopX Approved Payment Gateway Providers;
  2. instant EFT payments, facilitated through Ozow or such other instant EFT provider as may be listed in the Approved Payment Gateway Provider Schedule from time to time;
  3. Buy Now Pay Later (“BNPL”) facilities, offered through the shopX approved BNPL providers as listed in the Approved Payment Gateway Provider Schedule, subject to the additional terms in clause 6 of these shopX Pay Service Terms;
  4. shopX Pay wallet credits, where applicable, subject to the shopX Pay Terms published in the Seller Hub; and
  5. Such other payment methods as shopX may introduce from time to time by notice in the Seller Hub.
4. shopX reserves the right to add, remove, or modify the payment methods available on the shopX Site at any time, subject to providing the Seller with reasonable notice via the Seller Hub. The removal of a payment method does not constitute a breach of this Agreement.
5. The Seller may not impose surcharges on Customers for the use of any specific payment method made available through shopX Pay Services. The Seller’s listed price must be the same regardless of which payment method the Customer selects at checkout.
6. All payment collection, currency conversion where applicable, and remittance to the Seller is conducted exclusively through the shopX payment infrastructure. The Seller may not collect payment from Customers directly in respect of any transaction placed through the shopX Site, whether by bank transfer, cash on delivery, or any other means, without shopX prior written consent.

Payment Gateway Providers
1. The Approved Payment Gateway Providers integrated into the shopX payment infrastructure are listed in the shopX Approved Payment Gateway Provider Schedule, which is published in the Seller Hub and incorporated into this Agreement by reference. shopX may update the Approved Payment Gateway Provider Schedule from time to time by notice to Sellers via the Seller Hub. The Seller is responsible for monitoring the current Approved Payment Gateway Provider Schedule prior to relying on the availability of any specific payment method.
2. Each Approved Payment Gateway Provider operates under its own terms and conditions, licensing requirements, and regulatory obligations. By participating in shopX Pay, the Seller acknowledges and agrees that:
  1. shopX does not control the operations, uptime, or processing decisions of any Approved Payment Gateway Provider;
  2. 2.2.2 any payment declined, delayed, reversed, or withheld by an Approved Payment Gateway Provider is outside shopX’s control and does not constitute a breach of shopX’s obligations under this Agreement;
  3. 2.2.3 the Seller’s use of shopX Pay is subject to the anti-money laundering, fraud prevention, and know-your-customer requirements of the applicable Approved Payment Gateway Provider, in addition to shopX’s own compliance requirements; and
  4. 2.2.4 an Approved Payment Gateway Provider may independently decline to process a transaction or suspend processing in respect of a particular Seller or category of Products, and shopX is not liable for any resulting loss to the Seller.
3. shopX may substitute one Approved Payment Gateway Provider for another at any time, including where a provider becomes unavailable, loses its regulatory authorisation, or is otherwise unable to continue providing services. shopX will notify the Seller of any material change to the Approved Payment Gateway Provider Schedule via the Seller Hub.

Payment Collection and Settlement

1. Upon a Customer completing a purchase on the shopX Site and payment being confirmed by the applicable Approved Payment Gateway Provider, shopX will hold the Sales Proceeds on the Seller’s behalf pending settlement in accordance with the Settlement Cycle.
2. Settlement of Sales Proceeds to the Seller is made in accordance with the Settlement Cycle defined in Section 18 of the Agreement:
  1. for established Sellers, shopX shall remit the Seller’s available balance within 72 (seventy-two) hours of confirmed Proof of Delivery for each completed order;
  2. for new Sellers, the first settlement shall be processed within 7 (seven) days of the first confirmed Proof of Delivery, after which the standard 72-hour Settlement Cycle applies;
  3. the applicable Settlement Cycle for a Seller may be extended by shopX where the Seller’s account is under review, subject to a fraud or chargeback investigation, or where shopX exercises its withholding rights under clause 2.5 of the General Terms.
3. The Settlement Amount remitted to the Seller represents the gross Sales Proceeds for the relevant Settlement Cycle, less:
  1. the applicable Success Fee as set out in the Fee Schedule.
  2. the monthly Subscription Fee, where debited in that cycle;
  3. any applicable Delivery Fees;
  4. any refunds processed to Customers in that Settlement Cycle;
  5. any chargebacks or disputed amounts deducted in accordance with clause TP-4; and
  6. any other amounts owed by the Seller to shopX under this Agreement.
4. shopX shall provide the Seller with a Settlement Report via the Seller Hub at the close of each Settlement Cycle, setting out all orders settled, fees deducted, refunds applied, chargebacks recorded, and the net Settlement Amount disbursed. The Seller must review each Settlement Report within 10 (ten) Business Days of receipt and notify shopX of any discrepancy via the Seller Hub. Failure to notify shopX of a discrepancy within this period constitutes the Seller’s acceptance of the Settlement Report as correct.
5. All amounts payable to the Seller under shopX Pay will be remitted to the Seller’s registered bank account as captured on the Seller Hub. The Seller is solely responsible for ensuring that its registered bank account details are accurate and up to date at all times. shopX shall not be liable for any misdirected payment resulting from incorrect bank account information provided by the Seller.
6. Where the Seller’s Settlement Amount in any Settlement Cycle is negative, meaning that deductions exceed gross Sales Proceeds, the shortfall constitutes a debt immediately due and payable by the Seller to shopX. shopX may recover such shortfall by deducting it from the Seller’s Settlement Amount in a subsequent Settlement Cycle, by invoicing the Seller, or by any other lawful means set out in clause 2.5 of the General Terms.

The Seller may dispute a chargeback by submitting documentary evidence through the Seller Hub within 5 (five) Business Days of receiving a chargeback notification from shopX. Evidence may include Proof of Delivery, order confirmation records, Customer communications, and any other documentation establishing that the transaction was valid and fulfilled. shopX will submit the Seller’s evidence to the applicable Approved Payment Gateway Provider in accordance with that provider’s chargeback dispute process.
The outcome of a chargeback dispute is determined by the applicable Approved Payment Gateway Provider or the relevant card scheme, and not by shopX. Where a chargeback dispute is resolved in the Seller’s favour, shopX will credit the reversed chargeback amount to the Seller’s next Settlement Amount. Where a chargeback dispute is not resolved in the Seller’s favour, the deduction stands, and the Seller has no further recourse against shopX in respect of that chargeback.
A Seller whose chargeback rate exceeds the threshold published in the Seller Performance Standards in the Seller Hub may have its Settlement Cycle extended, its access to certain payment methods restricted, or its Seller Account suspended, in accordance with clause 3 of the General Terms.
THE SELLER ACKNOWLEDGES THAT SHOPX DOES NOT GUARANTEE PAYMENT IN RESPECT OF ANY TRANSACTION WHERE PAYMENT IS SUBSEQUENTLY REVERSED BY A CHARGEBACK. THE RISK OF CHARGEBACK LIES WITH THE SELLER AS THE UNDERLYING MERCHANT OF RECORD FOR THE PURPOSES OF THE SALE CONTRACT.

Fraud Prevention and Transaction Monitoring
1. shopX and its Approved Payment Gateway Providers apply automated fraud detection and transaction monitoring tools to all transactions on the shopX Site. shopX may, in its sole discretion, decline to process, delay, or reverse any transaction that its fraud detection systems flag as potentially fraudulent, without prior notice to the Seller or the Customer.
2. The Seller must immediately notify shopX through the Seller Hub and by email to legal@shopxxonline.com upon becoming aware of any of the following:
  1. any suspected fraudulent transaction involving the Seller’s Products or Seller Account;
  2. any attempted manipulation of the shopX payment system by a Customer or third party;
  3. any data breach or unauthorised access to the Seller’s Seller Hub account or systems that may affect payment security; or
  4. any pattern of unusual orders or payments that the Seller believes may indicate fraud or money laundering activity.
3. The Seller must not knowingly accept, process, or fulfil any order that the Seller has reason to believe is fraudulent. Where the Seller suspects fraud, it must immediately place the relevant order on hold through the Seller Hub and notify shopX. Fulfilment of a fraudulent order does not entitle the Seller to receive or retain the Sales Proceeds in respect of that order.
4. Where shopX determines, in its reasonable discretion, that a Seller Account has been used to facilitate fraudulent transactions or money laundering, shopX may immediately suspend the Seller Account and permanently withhold all Sales Proceeds associated with the affected transactions, in accordance with clause 2.6 of the General Terms, without prejudice to any other remedy available to shopX.
5. The Seller indemnifies shopX against all loss, damage, costs, and penalties arising from any fraudulent transaction facilitated through the Seller’s Account, where such fraud resulted from the Seller’s negligence, wilful misconduct, or failure to comply with its obligations under this clause TP-5, in accordance with clause 6 of the General Terms.

1. Buy Now Pay Later – Additional Terms
  1. shopX makes BNPL payment facilities available to eligible Customers through Approved Payment Gateway Providers who are registered credit providers under the National Credit Act 34 of 2005 (“NCA”). The BNPL facility is a credit agreement between the Customer and the BNPL provider, and not between the Customer and the Seller or shopX.
  2. The Seller’s obligations in respect of a BNPL transaction are identical to its obligations in respect of any other transaction on the shopX Site. The Seller must fulfil BNPL orders in accordance with these shopX Pay Service Terms and the shopX Market Service Terms, regardless of the Customer’s payment status with the BNPL provider.
  3. Where a Customer selects a BNPL payment option at checkout:
    1. the BNPL provider assumes the credit risk in respect of the Customer’s repayment obligations to the BNPL provider;
    2. shopX will receive payment confirmation from the BNPL provider upon the Customer’s successful application for the BNPL facility, at which point the transaction is treated as a confirmed paid order for the purposes of the Settlement Cycle;
    3. the Seller’s Settlement Amount in respect of a BNPL transaction will reflect the full transaction value less applicable fees, in the same manner as any other payment method; and
    4. the Seller will not be subject to any clawback of Settlement Amounts already remitted on account of the Customer’s subsequent default on its repayment obligations to the BNPL provider, unless the chargeback provisions of clause 4 of these shopX Pay terms apply.

THE SELLER ACKNOWLEDGES THAT SHOPX IS NOT A CREDIT PROVIDER AS DEFINED IN THE NCA AND DOES NOT OFFER CREDIT TO CUSTOMERS OR SELLERS. THE BNPL FACILITY IS OFFERED EXCLUSIVELY BY THE APPLICABLE APPROVED PAYMENT GATEWAY PROVIDER IN ITS CAPACITY AS A REGISTERED CREDIT PROVIDER. THE SELLER MAY NOT REPRESENT TO ANY CUSTOMER THAT SHOPX IS THE PROVIDER OF ANY BNPL FACILITY.

1. Where a Customer exercises their right to cancel after concluding the BNPL agreement, the Customer’s order may be cancelled in accordance with the shopX cancellation policy. The Seller must process any resulting return or refund in accordance with clause 5 of the shopX Market Service Terms. shopX will reverse the corresponding Settlement Amount from the Seller’s account where payment has already been remitted.
2. The Seller must not incentivise, direct, or advise Customers to use or avoid any particular payment method, including BNPL, through any communication channel, Listing description, or packaging insert.

VAT on Transactions
1. Where the Seller is registered for VAT, the Seller is responsible for the correct calculation, collection, and remittance of VAT on all sales made through the shopX Site, in accordance with the Value-Added Tax Act 89 of 1991. All prices listed on the shopX Site must be VAT-inclusive where the Seller is VAT-registered. Where the Seller is not registered for VAT, the Seller must not display VAT-inclusive pricing, collect VAT from Customers, or issue any document purporting to be a VAT invoice in respect of any transaction on the shopX Site.
2. shopX will reflect VAT-inclusive pricing on the shopX Site in accordance with the price submitted by the Seller. shopX does not collect or remit VAT on the Seller’s behalf and is not responsible for any VAT undercharge or overcharge arising from incorrect pricing submitted by the Seller.
3. Where requested by the Customer, the Seller must issue a valid VAT invoice in respect of each completed transaction, in accordance with section 20 of the VAT Act. VAT invoices must be accessible to the Customer through the Seller Hub or delivered electronically within a reasonable time of the completed transaction.
4. shopX’s Success Fee and other fees charged to the Seller are subject to VAT at the standard rate where applicable.

Prohibited Transactions

The Seller must not use shopX Pay to process payment in connection with:

any Excluded Product or any transaction that is unlawful under applicable South African law;
any transaction involving a Prohibited Person or any party subject to sanctions under clause 16 of the General Terms;
any transaction designed to circumvent shopX fraud detection systems, including structured transactions or split payments designed to avoid transaction limits;

any transaction involving the sale of counterfeit goods or goods that infringe any third-party Intellectual Property Rights; or
1. any transaction that constitutes money laundering, terrorist financing, or any other financial crime under applicable South African law, including the Financial Intelligence Centre Act 38 of 2001 and the Prevention of Organised Crime Act 121 of 1998.

Suspension of Transaction Processing
1. shopX may immediately suspend the Seller’s access to shopX Pay, without prior notice, where:
  1. the Seller’s Seller Account is suspended or terminated under clause 3 of the General Terms;
  2. shopX or an Approved Payment Gateway Provider identifies actual or suspected fraudulent activity in respect of the Seller’s transactions;
  3. the Seller fails to comply with any FICA or POPIA obligation applicable to the Seller in connection with shopX Pay; or
2. shopX is directed by an Approved Payment Gateway Provider, a financial institution, or a regulatory authority to suspend payment processing in respect of the Seller.
  1. During any period of suspension of shopX Pay, shopX will continue to hold any Sales Proceeds collected on behalf of the Seller in accordance with clause 2.5 of the General Terms. The Seller’s access to suspended funds will be determined upon resolution of the matter giving rise to suspension.

Disclaimers and Limitation of Liability
1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHOPX DOES NOT WARRANT THE UNINTERRUPTED AVAILABILITY OF ANY PAYMENT METHOD OR APPROVED PAYMENT GATEWAY PROVIDER. SHOPX IS NOT LIABLE FOR ANY LOSS SUFFERED BY THE SELLER OR A CUSTOMER ARISING FROM THE UNAVAILABILITY, DELAY, OR FAILURE OF ANY APPROVED PAYMENT GATEWAY PROVIDER TO PROCESS A TRANSACTION.
2. SHOPX’S MAXIMUM AGGREGATE LIABILITY TO THE SELLER IN CONNECTION WITH SHOPX PAY IS LIMITED TO THE TOTAL FEES PAID BY THE SELLER TO SHOPX IN THE 6 (SIX) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, IN ACCORDANCE WITH CLAUSE 8.2 OF THE GENERAL TERMS.
3. THE SELLER’S REMEDY FOR ANY FAILURE BY AN APPROVED PAYMENT GATEWAY PROVIDER IS AGAINST THAT PROVIDER DIRECTLY, IN ACCORDANCE WITH THE CONTRACT BETWEEN THE SELLER AND THAT PROVIDER. SHOPX ACTS SOLELY AS ARRANGER AND FACILITATOR AND DOES NOT ASSUME THE LIABILITY OF AN APPROVED PAYMENT GATEWAY PROVIDER.

Relationship to Other Service Terms
1. These shopX Pay Service Terms apply in addition to the General Terms and the shopX Market Service Terms. In the event of any inconsistency between these shopX Pay Service Terms and any other Service Terms in relation to payment matters, these shopX Pay Service Terms prevail.
2. The General Terms provisions on indemnification (clause 6), confidentiality (clause 11), taxes (clause 10), dispute resolution (clause 17.1), and notices (clause 17.4) apply to the Seller’s participation in shopX Pay as if set out in full in these shopX Pay Service Terms.

shopX Pay Definitions

The following terms are used only in these shopX Pay Service Terms and bear the meanings set out below. All other capitalised terms have the meanings given in Section 18 of the Agreement.

“Approved Payment Gateway Provider Schedule” means the schedule of Approved Payment Gateway Providers published by shopX in the Seller Hub from time to time, incorporated into this Agreement by reference, which lists all third-party payment processing service providers approved by shopX to process payments on the shopX Site on behalf of Sellers.

“BNPL” means a Buy Now Pay Later credit facility offered to Customers by an Approved Payment Gateway Provider that is a registered credit provider under the NCA, allowing the Customer to defer or split payment for a purchase made on the shopX Site.

“Chargeback” means the reversal of a payment transaction initiated by a Customer’s bank or card issuer following a Customer dispute, processed through the applicable card scheme or Approved Payment Gateway Provider.

“NCA” means the National Credit Act 34 of 2005, as amended, together with any regulations, guidelines, and codes of conduct promulgated thereunder.

“Settlement Amount” means the net amount remitted to the Seller’s registered bank account at the close of each Settlement Cycle, after deduction of all applicable fees, refunds, chargebacks, and other amounts owed by the Seller to shopX.

“ shopX Pay” means the payment facilitation service described in these shopX Pay Service Terms, through which shopX collects payment from Customers as a disclosed agent of the Seller.

SCHEDULE A — PROHIBITED AND EXCLUDED PRODUCTS

The following products and categories are prohibited from being listed on the shopX Site. This list may be updated by shopX from time to time. Sellers will be notified of updates through the Seller Hub or email and must remove affected Listings within 48 hours of notification. This Schedule is a baseline list incorporated into this Agreement at the date of execution. The authoritative and current Excluded Products list is maintained in the Seller Hub and prevails over this Schedule in the event of any inconsistency or update.

#	Category	Examples / Notes
1	Illegal / Unlawful Goods	Any goods whose sale, possession or distribution is prohibited by South African law.
2	Counterfeit or Infringing Goods	Fake branded products, grey-market goods without authorisation, IP-infringing items.
3	Weapons and Dangerous Items	Unlicensed firearms, ammunition, explosives, prohibited weapons.
4	Hazardous Chemicals and Substances	Toxic chemicals, unregistered pesticides, controlled substances.
5	Prescription Medicines	Items requiring a pharmacist or valid prescription under the Medicines and Related Substances Act.
6	Adult Content and Services	Pornographic material; adult sexual services; age-restricted items without age verification.
7	Endangered Species / Wildlife Products	Items derived from CITES-listed or South African protected species.
8	Unlicensed Gambling Products	Unlicensed gambling equipment, illegal lottery tickets, unlicensed betting services.
9	Stolen Goods	Any goods reasonably suspected to be stolen or unlawfully obtained.
10	Unlicensed Financial Products	Financial instruments requiring FSCA licensing, offered without regulatory approval.
11	Sanctioned Goods	Goods subject to South African, UN, or other applicable international trade sanctions.

SCHEDULE B — APPROVED PRODUCT CATEGORIES AND LICENSING NOTES

shopX currently offers 27 product categories. Sellers must be approved by shopX for each category in which they wish to list. Certain categories require specific licences or regulatory compliance as noted below. shopX may add, remove, or modify categories at any time by notice in the Seller Hub. This Schedule reflects the categories available at the date of execution.

#	Category	Licensing / Compliance Notes
1	Beauty	No specific licence required for non-therapeutic cosmetics.
2	Health and Personal	No therapeutic claims without regulatory approval. No medicines without pharmacy licence.
3	Automotive Accessories and DIY	No specific licence required for accessories.
4	Liquor	Must hold a valid liquor licence under the Liquor Act 59 of 2003.
5	Hardware and Tools	No specific licence required.
6	Office and Stationery	No specific licence required.
7	Clothing and Shoes	No specific licence required.
8	Pets	Live animals not permitted. Pet accessories and food are allowed.
9	Houseware Goods	No specific licence required.
10	Sports	No specific licence required.
11	Baby and Toddler	Must comply with SANS safety standards for children’s goods.
12	Toys	Must meet SANS 1718 and EN71 safety standards.
13	Books	No specific licence required.
14	Confectionery	Must comply with food labelling regulations (R146 of 2010).
15	Camping and Outdoor	No specific licence required.
16	Kitchen, Bathroom and Appliances	Electrical appliances must carry NRCS approval mark.
17	Electronics	Must carry ICASA type approval and NRCS marks where required.
18	Electrical and Plumbing	Wiring devices must carry SANS and NRCS compulsory specification marks.
19	PCs and Computer Accessories	ICASA type approval required for radio and wireless devices.
20	Paint Stores	Compliance with hazardous materials and labelling regulations required.
21	Garden, Pool and Patio	No specific licence required. Chemical products must be registered.
22	Spices	Must comply with food labelling and safety regulations.
23	Groceries and Household	Must comply with food labelling, hygiene and packaging regulations.
24	Gadgets and Gaming	ICASA type approval may be required for wireless and communication devices.
25	Costume Jewellery	No specific licence required.
26	Preowned and Pawn Shops	Must hold a Second-Hand Goods Dealer licence under the Second-Hand Goods Act 6 of 2009.
27	Virtual Vouchers	Must comply with ECT Act requirements for electronic transactions and value stores.

APPROVED PAYMENT GATEWAY PROVIDERS

The list of Approved Payment Gateway Providers is published in the Seller Hub under the Approved Payment Gateway Provider Schedule and incorporated into this Agreement by reference. shopX may update the Approved Payment Gateway Provider Schedule from time to time by notice to Sellers via the Seller Hub, without requiring a formal amendment to the body of this Agreement.

APPROVED LOGISTICS PARTNERS (COURIERS)

The list of Approved Logistics Partners is published in the Seller Hub and incorporated into this Agreement by reference. shopX may update the Approved Logistics Partners list from time to time by notice to Sellers via the Seller Hub, without requiring a formal amendment to the body of this Agreement.

GENERAL TERMS

Enrolment

Seller Fees, Payments and Receipt of Sales Proceeds

Term and Termination

Use of Seller Materials and Content

Warranties

Indemnification

Disclaimer

Insurance

Taxes

Confidentiality

Relationship of Parties

Suggestions and Other Information

Variation of the Agreement

Export and Sanctions

Miscellaneous Provisions

Dispute Resolution

Arbitration

Governing Law and Arbitration

Cession and Assignment

Notices and Domicilium

Severance

Whole Agreement

Definitions and Interpretation

SHOPX DELIVERY SERVICES TERMS (SDS)

Proof of Delivery

Customer Returns, Replacements and Refunds

Customer Service

SHOPX ADVERTISING SERVICE TERMS

SCHEDULE A — PROHIBITED AND EXCLUDED PRODUCTS

SCHEDULE B — APPROVED PRODUCT CATEGORIES AND LICENSING NOTES

APPROVED PAYMENT GATEWAY PROVIDERS

APPROVED LOGISTICS PARTNERS (COURIERS)

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