Vendor Terms and Conditions
Vendors Platform Terms of Service Agreement
By signing up to be a Vendor on the SkyCafe Marketplace (“Platform”) you are agreeing to be bound by the following terms and conditions (“Terms of Service”).
SkyCafe reserves the right to update and change these Terms of Service from time to time without notice. Any new features that augment or enhance the current Platform, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Platform after any such changes shall constitute your consent to such changes.
Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding vendor commission payments earned during the violation. You agree to use the Vendor Platform at your own risk.
You must be 18 years or older to become a member of this Platform.
You must live in South Africa to be a Vendor on this Platform.
You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
Your login may only be used by one person – a single login shared by multiple people is not permitted.
You are responsible for maintaining the security of your profile account and password. SkyCafe cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You are responsible for all Content posted and activity that occurs under your account.
One person or legal entity may maintain more than one account only in cases where the listing business models are vastly different.
You may not use the Vendor Platform for any illegal or unauthorized purpose. You must not, in the use of the Platform, violate any laws in your jurisdiction (including but not limited to copyright laws).
You may not use the Vendor Platform to purchase from your own SkyCafe Marketplace accounts.
Links/graphics on your site, in your emails, or other communications
Once you have been approved for the Vendor Platform, you will be able to access Vendor Features on the Platform. You are permitted to place links, banners, or other graphics that meet the SkyCafe Terms and Conditions on your site, in your emails, or in other communications. SkyCafe will provide you with guidelines, link styles, and graphical artwork to use in linking to SkyCafe. We may change the design of the artwork at any time without notice, but we won’t change the dimensions of the images without prior notice.
We reserve the right to disqualify earnings earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
Identifying yourself as a SkyCafe vendor
You may not issue any press release with respect to this Agreement or your participation in the Platform; such action may result in your termination from the Platform. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of SkyCafe or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
Vendor Payouts are processed every Tuesday; – once a week. A R35.00 admin fee reserved for E-commerce fees and 24/7 support will be deducted from payouts for each sales transaction for that week. Further payout deductions relate to shipping costs in cases where a vendor has selected to offer FREE Shipping of items or has offered the customers a shipping discount coupon and thereby absorbing the costs of these shipments. These shipping fees will also be deducted from weekly payouts. SkyCafe reserveds the right to increase the admin fee at any time but not without prior notice to the Vendor.
Vendors are companies or individuals who have active business listing subscriptions on the SkyCafe Paltform and that have been approved to become Vendors to post their products online for sale. Your SkyShop Storefront does not have the option to have a secure backlink from our website. Backlinks are only possible from your business listing.
No hosting charges are applicable to the website however for all such sales that are made/generated using the website www.skycafe.co.za, an admin fee of R35.00 shall be paid by the Vendor to the Company for each transaction. In situations where a customer has requested a refund from the Vendor; – the transactional admin fee will not be refunded to the Vendor as it is a service fee that would have already been spent. SkyCafe does not take a commission on products sold on this website and the decision to apply a commision on sales by the Vendor to Company may change at any time but not without prior notification to the Vendors of SkyCafe.
It is expressly agreed by the parties hereto that SkyCafe shall only process weekly payouts to the Vendor account at the time of forwarding the order received from the end customer and updated as completed, with confirmation of delivery note from the respective courier company. Delivery confirmations received after midnight of every Monday will not be applicable for payouts for that week and will instead only be processed the following Tuesday.
Subscription fees, Transactional Admin fees and Product limit increase fees to the Company will be used to perform website maintenance, pay-outs to vendors and South African Standard taxes.
Delivery fees are automatically calculated for your customers unless local pickup or Free shipping is offered.
Order and delivery
Orders for product/services sales shall be received, using the website www.skycafe.co.za and shall be forwarded to the Vendor by SkyCafe via email.
The Vendor shall upon receipt of the order from the Company immediately prepare the product for delivery to the designated address. In any case the dispatch shall be made within 48 hours of the receipt of the Order. In case the Vendor fails to dispatch the product within the 48 hour time period, using the allocated Courier Company by SkyCafe; – Vendor has to immediately inform [email protected] Payments from SkyCafe for products sold, will only be available and updated on your account, after delivery is completed. In cases where Free delivery has been offered to customers; – The Vendor shall provide to the Company the consignment number, details of courier/shipment agency immediately followed by proof of delivery.
The Vendor shall ensure that the products dispatched are of the specifications ordered and that there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the end customer.
The Vendor agrees to replace any defective products supplied to the end customer at its own cost and shall not hold the Company responsible in any manner whatsoever. The Vendor hereby indemnifies the Company, its directors and employees against any claim which may be made against them by the end customer or any other third party in respect of any defective products supplied by the Vendor.
The Company may, at its discretion, arrange to remove the defective product from the website product list, however, the Vendor will still be liable to replace the defective product. The Vendor shall make good such charges to the Company upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from the Company will be made. However, the Company is at its liberty to ban such Vendor from the Platform. For the avoidance of doubt, it is clarified that defective would mean and include but is not limited to wrong product, damaged product, mis-sized product and any other shortcoming which the end customer may point out. The Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.
The Vendor hereby undertakes as follows:
To deliver the product ordered by the end customer in accordance with the specifications/description, as specified by the Vendor product listing, including quantity and quality prescribed in the listed product. There should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfill an Order received by the Company, it shall notify to the Company at least 48 hours ( 2 days) in advance so that notice of OUT OF STOCK for the product can be placed on the website.
The Vendor may promote material or any marketing related topic to the product listed, which is not derogatory to and/or adverse to the interests financial or otherwise of SkyCafe, the Company, to the end customer either along with the products supplied or in any manner whatsoever.
Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.
The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties. Is authorized to sell/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.
The Vendor agrees to indemnify and keep indemnified the Company from all claims/losses (including attorney’s fee for defending/prosecuting any case) that may arise against the Company due to content on the part of the Vendor
To provide to the Company, for the purpose of the creation/display on website of Company, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale. Approval within 24 hours to list your products.
To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description or is derogatory in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Company. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Company.
To provide full, correct, accurate and true description of the product so as to enable the end customers to make an informed decision. The Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the end customer.
To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale on the SkyCafe Platform.
At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.
Provide information about the Order Status including Way Bill Numbers on a daily basis.
To keep a copy as well as receipt of delivery in the name of the end customer for at least 12 months to recover any customer disputes.
Not to offer any Products for Sale on the Marketplace, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited in South Africa.
To provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Marketplace as and when demanded by SkyCafe, the Company.
To pass on the legal title, rights and ownership in the Products sold to the end customer.
To be solely responsible for, and indemnify the Company against, any dispute that may be raised by the end customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Company.
The Vendor shall at all time during the term of this agreement endeavor to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.
The Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, applicable tax laws (including, Value added tax), applicable South African National Standards and Laws, etc.
To provide to the Company copies of any document required by the Company for the purposes of performance of its obligations under this agreement within 48 hours of getting a approved notice from the Company.
To seek advance written approval from the Company, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.
Warranties, Representations and Undertakings of the Vendor. The Vendor warrants and represents that:
It has the right and authority to enter into this Agreement with the Company and the agreement so executed is binding in nature.
All obligations under this Agreement are legal, valid, binding and enforceable in law against the Vendor.
There are no proceedings pending against the Vendor, which may have a material adverse effect on its ability to perform and meet the obligations under this Agreement;
That it holds all the requisite permissions, authorities, approvals and sanctions to conduct its business and to enter into present agreement with the Company.
It shall, at all times ensure compliance with all the requirements applicable to its business and for the purposes of this agreement including but not limited to Intellectual Property Rights, applicable tax laws (including, Value added tax), applicable South African National Standard Laws, etc. It further declares and confirms that it has paid and shall continue to discharge all its obligations towards statutory authorities.
That it has adequate rights under relevant laws including but not limited to various Intellectual Property Legislation(s) to enter into this Agreement with the Company and perform the obligations contained herein and that it has not violated/ infringed any intellectual property rights of any third party.
It shall maintain details of all transaction and mark as complete / pending as the case may be and shall provide the same to the Company upon demand.
Customers who buy products through this Platform will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time, but we cannot guarantee the availability or price of any particular product.
You will be solely responsible for the development, operation, and maintenance of your SkyShop and for all materials that appear on your SkyShop storefront. For example, you will be solely responsible for:
– The technical operation of your SkyShop and all related equipment
– Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
– The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links)
– Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
– Ensuring that materials posted on your site are not libelous or otherwise illegal
Compliance with Laws
As a condition to your participation in the Platform, you agree that while you are a SkyCafe member you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Platform participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Platform you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003, Regulation of spam in South Africa, introduced by the Electronic Communications and Transactions Act, 2002 (ECTA) and bolstered by the Consumer Protection Act, 2008 (CPA) and the recently promulgated Protection of Personal Information Act, 2013 (POPIA) and all other anti-spam laws.
Term of the Agreement and Platform
The term of this Agreement will begin upon our acceptance of your Platform application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to https://www.skycafe.co.za, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Platform. SkyCafe reserves the right to end the Platform at any time. Upon Platform termination, SkyCafe will pay any outstanding earnings accrued.
SkyCafe, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Platform, or any other SkyCafe service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid payouts in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. SkyCafe reserves the right to refuse service to anyone for any reason at any time.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
Limitations of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Platform, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Platform will not exceed the total subscription fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Platform or any products sold through the Platform (including, without limitation, warranties of fitness, merchant ability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the SkyCafe will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PLATFORM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Arbitration as set out in the SkyCafe Terms and Conditions statement.
This Agreement will be governed by the laws of South Africa, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The failure of SkyCafe to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and SkyCafe and governs your use of the Service, superseding any prior agreements between you and SkyCafe (including, but not limited to, any prior versions of the Terms of Service).
LIST OF PROHIBITED PRODUCTS
“Prohibited Products” means:
- cigars, cigarettes, or other tobacco products;
- guns intended to provide lethal force (and related gun parts, kits and ammunition); mace, black powder and other explosives; disguised, undetectable or switchblade knives; martial arts weapons; or BB guns, stun guns, paintball guns, or airsoft guns;
- any drug, vitamin, herbal product or similar substance which requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase;
- used, second-hand, remanufactured, reconditioned or refurbished products;
- stolen, counterfeit, misbranded or illegal products;
- products that have been recalled;
- products that violate applicable Law;
- products that violate or infringe upon any Intellectual Property Right or other third party right;
- products that contain material that is obscene, pornographic or offensive;
- products containing viruses, Trojan horse, spyware or malicious code;
- ‘sex and sensuality’ products;
- loose gemstone products;
- any product for which Vendor is not an “authorized re-vendor” (as designated by the product’s manufacturer or distributor), or does not provide to Customers the manufacturer’s standard warranty therefor;
- products containing human growth hormone;
- any age restricted products;
- baby bottles that are not BPA-free;
- prepaid access products (whether issued in the form of a card, electronic PIN or other device) that provide access to funds (or the value of funds) that have been paid in advance and can be retrieved in the future, including without limitation, gift cards, prepaid phones, or prepaid minutes;
- caskets or funeral urns;
- specific products or brand names that may not be sold on the SkyCafe Site as are indicated by SkyCafe Marketplace to Vendor separately in writing (which in this case may include email or through any Vendor Dashboard); and
- any other types of products that in SkyCafe’s Marketplace discretion are not appropriate for sale on the SkyCafe Site as indicated by SkyCafe Marketplace to Vendor separately in writing; provided that a Prohibited Product will cease to be a Prohibited Product when SkyCafe Marketplace informs Vendor of such change.
ORDER AND CUSTOMER SERVICE LEVEL AGREEMENT
SkyCafe Marketplace is committed to customer service. Vendors participating in the Marketplace Platform will endeavor to meet the following service levels:
- Vendor will maintain an On-Time Ship Standard of at least 99%;
- Vendor will ensure that the correct Product is delivered to the correct Customer at a rate of 99% of all Products shipped;
- Vendor will maintain inventory to fulfill Customer Orders that result in a cancel rate (excluding Customer requested cancellations) of 1.5% or less;
- Returns due to damaged or defective Products shall not exceed 3% of Sales Proceeds for Products sold on the SkyCafe Site;
- Vendor shall limit emergency updates related to product information through any Vendor Dashboard to a rate no greater than .03% of its entire SKU count in SkyCafe Marketplace’s catalogue per month; provided however, that SkyCafe Marketplace makes no guarantee that all requests will be granted. SkyCafe Marketplace will assess each emergency request on a case by case basis and make updates in situations SkyCafe Marketplace deems critical;
- Ninety-day Vendor ratings shall, on average, remain above a vendor rating of 90% positive;
- Vendor will send a refund request to SkyCafe Marketplace through the data feed specified by SkyCafe Marketplace, and on the Vendor Dashboard, within 24 hours of receiving a Customer refund or adjustment request, unless Vendor has refused to accept a Product for return for any reason;
- Ninety percent (90%) of emails received from SkyCafe Marketplace shall be answered by Vendor within forty eight (48) hours of receipt;
SkyCafe Marketplace may, at its discretion, work with a Vendor to remedy any failure of a service level or performance issue under this Annexure B; provided, however, that no waiver by SkyCafe Marketplace of any provision of this Annexure B may be deemed or constitute a waiver of any provision of this Agreement, whether or not similar, nor may the waiver constitute a continuing waiver by SkyCafe Marketplace unless otherwise expressly so provided in writing. The failure of SkyCafe Marketplace to require at any time performance by Vendor of any of the provisions herein, may in no way be construed to be a present or future waiver of provisions or in any way affect the ability of SkyCafe Marketplace to enforce each and every provision after such event.