1 INTERPRETATION

1.1 In this Agreement:
1.1.1 “Agreement” means this Agent Agreement and includes all schedules, appendices and annexures attached to it;

1.1.2 “Confidential Information” means all information relating to the business of Shop2Shop Money Transfer including information in respect of know-how, process, systems, business methods and techniques used by Shop2Shop Money Transfer in the conduct of its business; all information contained in any document prepared by Shop2Shop Money Transfer in connection with this Agreement; trade secrets, data, profiles, designs, templates, formulations and all other information belonging to or in the possession of Shop2Shop Money Transfer and used by it in its business; knowledge of details and particulars in regards to Shop2Shop Money Transfer, including their personal information; Shop2Shop Money Transfer’s methods of conducting business, costs and related matters; and any other information which relates to the business of Shop2Shop Money Transfer which is not generally available in the normal course of business to competitors of that party and which may come to the knowledge of the recipient;

1.1.3 “Expiry Date” means the date 12 (twelve) months after the signature of this Agreement;

1.1.4 “FICA” means the Financial Intelligence Centre Act, No. 38 of 2001, as amended;

1.1.5 ‘Shop2Shop Money Transfer Customer” means any person (1) who submits their information to Shop2Shop Money Transfer and makes application to sign up for Shop2Shop Money Transfer services, (2) to whom Shop2Shop Money Transfer provides services to during the term of this Agreement, and / or (3) to whom Shop2Shop Money Transfer has provided services to before the start date;

1.1.6 “Shop2Shop Money Transfer Polices” means those Shop2Shop Money Transfer policies and / or guidelines that apply to the Agent and / or the Services, if any;

1.1.7 “Parties” means the Agent and Shop2Shop Money Transfer, and “Party” shall mean either one of them, as the context may indicate;

1.1.8 “Agent” means the party described in step 1 of the Application Form;

1.1.9 “Services” means the client sign-up services to be provided by the Agent under this agreement as set out on Annexure A;

1.1.10 “Signature Date” means the date on which the last party signing this agreement does so;

1.1.11 “Start Date” means the date as communicated to the Agent by Shop2Shop Money Transfer (Pty) Ltd, upon SARB (South African Reserve Bank) approval of the Agent application submitted;

1.1.12 “SARS” means the South African Revenue Service;

1.1.13 “Shop2Shop Money Transfer” means Shop2Shop Money Transfer (Pty) Ltd, Registration Number 2020/790238/07, located at 17 New Church Street, Cape Town, South Africa

1.2 Terms identified in this Agreement shall have the same meaning in the schedules and annexures to this agreement.

2 INTRODUCTION

2.1 The Agent is willing and able to provide the services.

2.2 Shop2Shop Money Transfer wants to appoint the Agent to provide Services, and the Agent wants to accept.

2.3 The Parties enter into this Agreement to record and regulate the terms and conditions of the appointment and related matters.

3 COMMENCEMENT, DURATION AND TERMINATION

3.1 This Agreement will start on the date of signature and will continue until the Expiry Date 12 months later, when the Agreement will automatically terminate and be of no other force and effect, subject to the provisions of clauses 3.2, 3.3 and 10.

3.2 Shop2Shop Money Transfer may by written agreement with the Agent, extend the Agreement for any period beyond the Expiry Date, as long as written notice of such extension is given to the Agent at least 14 (fourteen) days before the Expiry Date.

3.3 Either Party may terminate this Agreement, without giving any reason for doing so, by giving to the other party at least:

3.3.1 Seven days written notice of such termination.

4 SCOPE OF THE APPOINTMENT

4.1 Shop2Shop Money Transfer hereby appoints the Agent to provide the Services, and the Agent accepts the appointment.

4.2 Nothing in this Agreement shall:

4.2.1 Give rise to an employee / employer, agency, joint venture or partnership arrangement in any shape or form between the Parties; or

4.2.2 Authorise either Party to incur any liability (such as debts or obligations) on behalf of the other,

4.3 The parties agree that the Agent will at all times act as an independent contractor to Shop2Shop Money Transfer. Furthermore, the Agent undertakes and warrants that it has registered with SARS as an independent tax payer and accordingly indemnifies and holds Shop2Shop Money Transfer harmless in respect of any claim from income tax that may be successfully levied against Shop2Shop Money Transfer.

4.4 Notwithstanding the contents of this Agreement, should SARS claim any additional tax or amounts from Shop2Shop Money Transfer, Shop2Shop Money Transfer shall be entitled to recover same from the Agent, alternatively, set-off such amounts against any monies due and owing to the Agent by Shop2Shop Money Transfer from time to time.

5 THE SERVICES

5.1 The Agent shall provide the Services in compliance with:

5.1.1 This Agreement; and

5.1.2 Shop2Shop Money Transfer reasonable instructions from time to time.

5.2 The scope of the Services will be as set out in Annexure A and the Services must be provided in the area described in the Agent Application Form.

5.3 If the Parties want to alter or add to the Services at any time, they may only do so by each signing a new Schedule and attaching it to this Agreement. If a new Schedule is signed and attached, the remaining terms and provisions of this Agreement will continue unchanged, subject to the provisions of clause 11.3 below.

6 PAYMENT FOR THE SERVICES

6.1 The Agent will earn a fee based on the value of the transfers created by the Agent and paid for by the customer.

6.2 The Parties record and agree that Shop2Shop Money Transfer may, but does not have to:

6.2.1 Calculate the amount of pay-as-you-earn income tax or any other tax that would be due on any amount earned by the Agent in terms of this Agreement;

6.2.2 Hold back such amount from any payment made to the Agent pursuant to the Agreement; and

6.2.3 Pay such amount over to SARS on the Agent’s behalf, and the Agent shall have no claim against Shop2Shop Money Transfer for any loss or damage suffered by the Agent arising out of the exercise by Shop2Shop Money Transfer of its rights in terms of this clause 6.1 whether negligently or otherwise. This clause shall not derogate from the provisions of clause 4.2 above.

6.3 Regardless of the provisions of clause 6.1 above, the Agent will at all times be solely liable for all outstanding taxes that may be due by him to SARS in respect of any amount paid or payable to him by Shop2Shop Money Transfer in terms of this agreement. The Agent indemnifies Shop2Shop Money Transfer against any claim that may arise in respect of such taxes. The Agent shall also be liable for and shall indemnify Shop2Shop Money Transfer against any and all interest, penalties and other charges that may arise as a result, whether directly or indirectly, of the Agent not complying with his / her obligations in terms of this clause 6.2, for any reason.

6.4 Payment of any amount to the Agent by Shop2Shop Money Transfer does not mean that Shop2Shop Money Transfer has waived it’s rights, or is prepared to compromise on or settle any dispute between the Parties.

6.5 Shop2Shop Money Transfer will not reimburse to the Agent any costs that the Agent may incur in the provision of Services from time to time, all of which shall be for the Agent’s own account.

7 GENERAL OBLIGATIONS OF THE AGENT

7.1 The Agent must, in providing the Services:

7.1.1 Provide the Services in accordance with generally accepted industry practices, and must not do anything which causes unnecessary anxiety to any person, such as harassment, intimidation, bullying and the like;

7.1.2 Keep updated on any new developments regarding Shop2Shop Money Transfer products, services, rules and regulations.

7.1.3 Exercise good faith in all of his / her dealings with Shop2Shop Money Transfer and / or any Shop2Shop Money Transfer Customer.

7.1.4 Not do anything or allow anything to be done which does or is likely to damage the public’s perception of Shop2Shop Money Transfer.

7.1.5 Comply with all instructions issued by Shop2Shop Money Transfer in relation to the Services.

7.1.6 Comply with the Shop2Shop Money Transfer Policies and any other standards, procedures and processes that apply to the Agent and the provision of the Services from time to time, as notified to him / her by Shop2Shop Money Transfer.

7.1.7 Comply with all South African Law applicable to the Services

7.1.8 All references to employment, job and working hours should be taken out of Annexure A. It should be clear from Annexure A that the Agent is providing Independent Services against the payment of a fee.

8 CONFIDENTIALITY

8.1 The Agent must keep the Confidential Information confidential and must not use or disclose any Confidential Information except in fulfilling his / her obligations under this Agreement, or with the consent of Shop2Shop Money Transfer, or in accordance with the requirements of South African law. The Agent indemnifies and holds Shop2Shop Money Transfer harmless against any loss or damage suffered by Shop2Shop Money Transfer or a Shop2Shop Money Transfer Customer arising out of a breach by the Agent of its obligations of this clause 8.

8.2 The Agent will, if it becomes aware of any loss, unauthorised use or disclosure of any Confidential Information, notify Shop2Shop Money Transfer immediately. The Agent will do his / her best to assist Shop2Shop Money Transfer and / or the Shop2Shop Money Transfer Customer whose Confidential Information has been used, lost or disclosed, to remedy the problem.

8.3 The obligations of the Agent contained in clause 8.1 shall continue after this Agreement ends but shall not apply to any information coming into the public domain otherwise than by breach by the Agent of this Agreement.

8.4 Surrender of Documents / Information: Any documents, records and / or databases (including but not limited to written instructions, drawings, notes, memoranda, advertising materials, clients or prospective clients, leads, electronic data or paper-based) relating to the Confidential Information of Shop2Shop Money Transfer which are made or complied by the Agent or which come into the possession of the Agent whilst rendering the Services to Shop2Shop Money Transfer, shall be deemed to be the property of Shop2Shop Money Transfer and shall be surrendered to Shop2Shop Money Transfer on demand, and in any event, the Agent shall on the termination date return any copies thereof or extracts therefrom to Shop2Shop Money Transfer.

9 BREACH

If either Party breaches this Agreement and does not remedy the breach within 7 (seven) days after being called upon to do so, the other party may cancel this Agreement and claim whatever damages it may have suffered, provided that neither Party shall be liable to the other for indirect or consequential loss, howsoever arising. Any cancellation of this Agreement due to breach shall not affect any other claims or rights the cancelling Party may have.

10 GENERAL PROVISIONS

10.1 The Agent must provide the Services him / herself, and may not cede, assign, delegate, subcontract or in any other way alienate or dispose of any of his / her rights or obligations under this Agreement.

10.2 No concession, indulgence or additional benefit which either Party may show to the other Party will constitute a novation or an amendment of this Agreement or a waiver of the rights of such Party.

10.3 No agreement purporting to change the terms and conditions of this Agreement will be of any force and effect unless it is in writing and signed by both Parties.

10.4 This document contains the entire agreement between the Parties relating to the subject matter hereof and neither Party will be bound by any undertakings, representations, warranties, promises or the like not recorded herein.

11 NOTICES AND DOMICILIA

11.1 The Parties choose as their domicilia at executandi their respective addresses as set out in item 1 of the Application Form, for all purposes arising out of or in connection with this Agreement at which addresses all processes and notices arising out of or in connection with this Agreement, its breach or termination may validly be served upon or delivered to the Parties.

11.2 Any notice given in terms of this Agreement shall be in writing and shall:

11.2.1 If delivered by hand be deemed to have been duly received by the addressee on the date of the delivery;

11.2.2 If transmitted via email be deemed to have been received by the addressee on the day following the date of dispatch, unless the contrary is proved.

11.2.3 Notwithstanding anything to the contrary contained or implied in this Agreement, a written notice or communication actually received by one of the Parties from another including by way of facsimile transmission shall be adequate written notice of communication to such party.

11.2.4 If any contact information including domicilia at executandi, cell phone number or email address of the Agent changes, the Agent agrees to immediately inform Shop2Shop Money Transfer of these changes.