Partner Agreement | test.armd.digital

This document was last updated on 31 October 2022

1. Introduction

These are the general terms of our relationship with you. They cover any transaction between the parties where you provide us with your services and we pay you a commission as a partner of ARMD Partner program. Under these terms:

We (including us or our) are the service provider – test.armd.digital (Advance Risk Mitigation Digital), a division of Genlib CC (Registration number: 2008/032635/23), operating off www.test.armd.digital; and
you (including your) are the Partner acting as an agent for us.

2. Definitions and interpretation

2.1. Definitions. In the agreement:

channels mean the channels through which you will market for us to provide the products and services and includes:

your website,
email; or
social media.

creatives means the adverts and banners containing our trademarks that we provide you located under the Creatives tab in the Partner portal. ;

customer means any person or entity who purchases the products and services as a result of your marketing;

links mean banner advertisement, button links, text links and other graphic or text material on your website linking from your website to products and services on our website;

parties means you and us collectively;

products and services mean the products and services which are made available on https://www.test.armd.digital/ which ARMD are legally entitled to sell on behalf of the Product suppliers;

writing means the reproduction of information or data in physical form (includes handwritten documents, hard copy printouts.or any mode of reproducing information or data in electronic form that the parties agree to use (like pdf).;

3. Agreement

3.1. Interpretation. The following rules apply to the interpretation of the agreement:

reference headings – clause and subclause headings are for reference only and do not affect interpretation;
non-exhaustive lists – whenever a clause lists specific examples or items following a listing word, such as ‘including’, ‘includes’, ‘excluding’, or ‘excludes’, they will not limit its scope;
undefined words or phrases – all words or phrases that the agreement does not define have their ordinary English meaning;
enactment references – references to any enactment include it as re-enacted, amended, or extended;
person references – references to a person includes a natural and juristic person;
party references – references to a party includes their successors or permitted assigns;
number of days – when any number of days is prescribed, the first day will be excluded and the last day included;
no interpretation against the draftsman – the rule of construction that an agreement must be interpreted against the party responsible for its drafting or preparation does not apply; and
time calculations – the parties will use GMT +2 to calculate any times.

3.2. Policies. Any terms and policies listed in the trust centre available on the website are incorporated into this agreement by reference.

4. Duration.

4.1. Commencement. These terms start when we accept an application from you to be a Partner and continue until terminated.

5. Appointment and rights

5.1. Partner appointment. We appoint you as a non-exclusive agent of the products and services, to market the products and services to customers through the channels from the date we accept your Partner application.

5.2. Sales in our name. All sales relating to the products and services will be in our name and for our account.

5.3. All products or services. We reserve the right to (directly or indirectly) market for the supply of any products or services without consulting you or incurring any obligation or liability to you.

5.4. You not to appoint. You may not, without our prior written consent, appoint any other person, firm, company, partnership, association or other legal entity to promote or market the products and services.

5.5. Termination of the appointment. We reserve the right to terminate your appointment and your Partner account with us at any time without notice or reason in terms of this agreement.

6. Non-solicitation

You will not directly or indirectly solicit or contract in any manner with any employee, customer or supplier of ours both during or within 12 months after the termination of this agreement.

7. Partner panel

7.1. Registration. In order to market the products and services, you must first register on our website and be issued with:

credentials to access your partner login control panel; and
a unique link to track your referrals.

7.2. Access. We will provide you with access to your Partner Login control panel to access your Partner URLS, Commissions, Statistics, Graphs, Referrals, Payouts, Visits, Creatives, FAQs, and Settings. You will only provide access to authorised users. You are responsible for all actions taken by your authorised users.

Security of credentials. You agree:

to keep your credentials secure; and
to only provide access to the Partner panel to authorised users

8. Marketing and promotion of sales

8.1. Our marketing obligations. We will:

provide you with links to our products and services for you to utilise as described in the Creatives tab in your Partner Login;
provide you with our logo or graphics and text to utilise as described in the Creatives tab in your Partner Login;
process every order placed by a customer using the unique code provided to you or by following a link from the various creatives provided to you;
track the volume and number of sales generated by your links on the Partner portal;
provide you with details of the products and services sold and estimated commissions earned for the month on the Partner portal;
promptly respond to all inquiries and complaints from customers and potential customers;
fulfil orders and process payment.

8.2. Marketing obligations. You must:

act consistently with our marketing and sales policies as may be communicated to you from time to time;
refer to us all queries or orders relating to the goods and services received by you from any person; and
ensure that you have familiarised yourself with the content on the Partner portal including any instructions that we include on the Partner portal which affects your ability to earn commission.

9. Your obligations

9.1. You will:

use your best efforts and facilities to increase the sales or provision of the products and services to the extent practicable by all usual, legal and ethical means;
describe the products and services as described in our official published product and services descriptions;
market our products and services to customers entirely on their own merits and represent them factually while not making any explicit remarks about other products and services which are or may be considered inaccurate, misleading or disparaging;
immediately bring to our attention in writing any and all infringements, imitations, illegal use or misuse, improper use or wrongful use of the patents, Trademarks, emblems, designs, models or other proprietary rights of ours, our licensors or our product suppliers as soon as they come to your notice;
be solely responsible for the operation, and maintenance of your website and for all products and services that appear on your website and ensure that your website complies with all applicable copyright and other laws; and
follow all our reasonable instructions related to your membership of the ARMD Partner program found under any of the tabs on the Partner portal.

9.2. These responsibilities include ensuring that content posted to your website does not:

violate or infringe the rights of any third party: for example, by containing or promoting sexually explicit materials, gratuitous violence, discrimination based on race, sex, gender, religion, nationality, disability, sexual orientation or age or any illegal activities and link that material to our website;
not conduct any Pay Per Click (“PPC”) advertising on Google AdWords or any other search engine using our name or names of the products or variations or misspellings of such words;
not send unsolicited or other communications prohibited by applicable law to customers or any other persons in any way if links to our website, or our name or logo appear in such communications;
interfere with the functionality or proper working of our website or any service;
introduce any viruses, worm, logic bomb, trojan, wares, potentially unwanted program (PUP) or other malicious software into our website or a service;
place links on sites that use spyware, malware or adware;
collect personal information about visitors without their knowledge
place links on sites that are under construction or require a login or password;
place links on sites that contain exit pops or ghost pixel firing;
use fake news stories or are created in a way to resemble a new news sites;
place links on sites that violate any law of any applicable jurisdiction; or
bring the ARMD Partner Program, Genlib, and our Product suppliers into disrepute.

10. Commission

10.1. Commission schedule. We will pay you commission calculated from a commission schedule that is accessible under Commissions in your Partner Login. We may vary the commission rates in writing from time to time on 90 days written notice to you.

10.2. Commission calculation. Commission will be calculated on the selling price of our products and services, which will include Value Added Tax if applicable.

10.3. We invoice customer. We will invoice and collect payment from the customer for the products and services sold through the website and make commission payment to you in accordance with this agreement.

10.4. We issue your invoice. We will issue an invoice on your behalf and make payment on or around the 7^th of each month for commission due to you for the previous month’s transactions. The invoice will be emailed to you.

10.5. Disclaimer of commission. We will do our best to ensure that the cookie tracking works to allow you to generate commission through your referral link but we cannot be held liable for any loss or damage that is caused by either a customer’s computer blocking cookies or if you use the referral code incorrectly.

11. Payment of commission.

11.1. We will pay you the commission in terms of the statement on or around the 7^th of each month from the previous month’s transaction on the following basis:

All payments will be made electronically by us to an account nominated in writing by you during your Partner Registration, or otherwise updated to us in writing from time to time.
All payments will be paid in Rands
Commission will exclude Value Added Tax unless you are registered for VAT.

11.2. Earning period. You will only earn commission between the date your Partner application is accepted by us and the date that you cease being a member of the ARMD Partner programme

12. Commission restrictions.

12.1. We will pay commission only for the products and services purchased by customers via the test.armd.digital platform and tracked by your unique referral link.

The commission payment by us will be our only liability to you for services rendered to us by you under this agreement

13. Intellectual property

13.1. Ownership of the products and services. Our product suppliers own all proprietary rights in the products and services and they may take action against you for any violations of those rights.

13.2. Our trademarks.We own all our trademarks. All other trademarks are their respective owner’s property.

13.3. Your undertaking. You undertake not to claim or to seek to obtain any right, title and interest in or in relation to any such trademark other than such rights as are provided by this agreement and may not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any of our (or, as the case may be, our licensors’ or product suppliers’) right, title and interest in and to the trademarks. All goodwill arising from your use of the trademarks will be for our sole benefit.

13.4. Use. We provide you with the trademark artwork for the agreed marketing purposes under this agreement. We grant to you a non-exclusive, non-transferable, royalty-free, personal sub-license to use the trademark only during the term of this agreement, according to the conditions in this agreement, and solely in connection with the agency of the products and services. We reserve all rights not expressly granted. You will not use the trademarks in any manner that will diminish or otherwise damage our goodwill in the trademarks.

13.5. Termination. Upon termination of this agreement or when requested by us in writing, you must stop using all the trademarks.

13.6. No alteration. The trademarks and creatives (including the size, proportions, colours, elements of the trademarks) may not be altered in any manner. The trademarks may not be animated, morphed, or otherwise distorted in perspective or dimensional appearance.

14. Confidential information

14.1. Definition. Confidential information is any information that the parties share with one another in terms of this agreement with the intention that the other party should keep it secret, such as personal information, business records, or customer details.

14.2. Responsibilities. Each party will keep any confidential information it receives from the other party under the agreement confidential and the receiving party will:

protect the other party’s interests;
only use it to comply with their responsibilities under the agreement;
only give it to their employees or agents that need it (and only as much as they need);
use reasonable security procedures to make sure their employees or agents keep it confidential;
get promises of confidentiality from those employees or agents who need access to the information;
not reveal the information to anyone else; and
not use it for any purpose other than under this agreement.

14.3. End of agreement. The parties will give back to the other all confidential information of the other that they have at the end of the agreement, unless:

the other party agrees that they may destroy or retain it instead; or
it is lawfully in the public domain;
someone else who is allowed to reveal it gives it to them;
someone gives it to them to comply with a court order or other legal duty.

14.4. Indemnity. You indemnify us against any loss or damage that we may suffer because of a breach of this confidential information clause by you or your employees or agents.

14.5. Survival. This clause about confidential information is separate from the rest of this agreement and remains valid for five years after the end of this agreement.

15. Data and data protection compliance

15.1. Legal obligations. The parties are each responsible for complying with their respective obligations under applicable laws governing privacy and data protection. The parties both acknowledge that they are not investigating the steps the other is taking to comply with any applicable privacy and data protection laws.

15.2. Indemnity. You agree to indemnify, defend, and hold us (and our customers, those related to us, and our personnel) harmless from and against any claim, demand, loss, damage, cost, or liability (including legal costs) arising out of or relating to your failure to comply with your obligations under this clause. If permissible under applicable law, legal costs will be on an attorney and own client basis. In this clause “related” means natural and juristic persons who are connected to one another in the manner contemplated in applicable law.

16. Limitation of liability

16.1. Direct damages limited. To the extent permitted by applicable law, regardless of the form (whether in contract, delict or any other legal theory) in which any legal action may be brought, our maximum liability for direct damages for anything giving rise to any legal action will be an amount equal to the total commission already paid (or due and payable) by us to you in respect of this agreement for the period six months preceding the claim. The aggregate amounts for all claims will not be greater than the maximum amount.

16.2. Indirect damages excluded. To the extent permitted by applicable law, in no event will a party be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from this agreement.

16.3. Liability. Without limiting liability, neither party will be liable to the other for any loss that it may suffer as a result of theft, fraud, or other criminal act by a party or its personnel.

16.4. Exclusions. The limitation contained in this clause will not apply to (i) any breach by a party of the other party’s proprietary or confidential information or intellectual property; (ii) a party’s indemnification obligations under this agreement; (iii) or damages arising from a party’s gross negligence.

17. Warranties

17.1. Products warranty. The warranties, if any, that are provided in the Product Suppliers customer agreement will apply to the products and services.

17.2. Disclaimer. We make no warranties or guarantees, whether express, implied or statutory or otherwise regarding or relating to the products and services or any other materials or services furnished or provided under this agreement. We specifically disclaim all implied warranties of merchantability and fitness for a particular purpose and use with respect to the products and services, any other materials and services.

17.3. Information only. All brochures, booklets, catalogues, trade pamphlets, advertising material or other documentation issued by us in respect of the products and services are for information purposes only, and do not constitute warranties, representations or undertakings in respect of the products and services or any of them.

17.4. No other claim. Except as expressly set out in the Product Suppliers customer agreement You will have no claim or remedy against us in respect of any defect in the products and services.

17.5. You not to give additional warranties. You may not make any representation or give any warranty in respect of the products and services.

17.6. Your general warranties. You warrant that:

no one has induced you to enter into the agreement by any prior representations, warranties, or guarantees; and
you are not breaching any other agreement by entering into the agreement.

17.7. Our warranties. We warrant that we have the legal right and full power and authority to execute and deliver, and to exercise our rights and perform our obligations under the agreement.

17.8. Care and diligence. We will at all times comply with our obligations under this agreement with the care and diligence required in accordance with the current best practices and standards prevailing in our industry.

18. Relationship

18.1. No distribution agreement. You are not our distributor under this agreement. You may describe yourself as an authorised agent for purposes of marketing the products and services, but must not describe or hold yourself out as us, a distributor of ours, or a distributor of our licensors.

18.3. Cannot bind. You have no authority or right (whether express or implied) to bind, assume or create any obligations for, enter into any contract on behalf of, collect any money for or bring any action in a court of law on behalf of us (or our licensors or suppliers).

18.3. Conflict of interest. Each party will notify the other as soon as any conflict of interest arises.

19. Breach and termination

19.1. If a party:

does not fix any breach of this agreement (failure to comply with it) within seven days of receiving written notice from the other party to do so;
breaches this agreement materially twice or more in any six-month period;
is insolvent (bankrupt), or has some legal disability, for example, if they are placed under administration;
takes steps to deregister itself (close down) or is deregistered;
makes any settlement or arrangement with its creditors; or
fails to pay a court order against it (does not satisfy a writ of execution) for more than one million rand, within 21 days;

then the other party may, without prejudice to any of its rights:

immediately cancel this agreement in writing; and
claim damages from the other party, including any claim for any fees already due.

20. Resolving disputes

20.1. Notifying each other. There will be a dispute about or from this agreement if a party writes to the other about it and asks for it to be resolved under this clause.

20.2. Mediation. If negotiation fails, the parties must refer the dispute to mediation under AFSA’s rules. AFSA means the Arbitration Foundation of Southern Africa (or its successor or body nominated in writing by it in its stead).

20.3. Arbitration. If mediation fails, the parties must refer the dispute within 15 business days to arbitration (including any appeal against the arbitrator’s decision) under AFSA’s latest rules for expedited arbitrations. The arbitration will be held in English in Cape Town. The parties will agree to appoint one arbitrator. If the parties cannot agree on the arbitrator within 10 business days after the referral, the Secretariat of AFSA will appoint the arbitrator.

20.4. Jurisdiction. You consent to the jurisdiction of the Magistrate’s Court in respect of any action or proceedings that we may bring against you in connection with this agreement, even if the action or proceedings would otherwise be beyond its jurisdiction without prejudice to our right to institute any action in any other court having jurisdiction.

21. General

21.1. Governing law. South African law governs this agreement.

21.2. Notices and domicile. The parties will send all notices to each other’s email addresses and choose their respective street addresses as their service addresses for all legal documents. Our email and street addresses are available on our website, while you provide your email and street addresses to us when you complete the Partner Registration. The parties may change either address on 14 calendar days written notice to the other.

21.3. Beyond human control. Neither party is responsible for breach of the agreement caused by circumstances beyond human control, but the other party may cancel the agreement on written notice to the other if the circumstances persist for more than 60 calendar days.

21.4. Assignment. You may not assign the agreement to anyone. We may assign it to any successor or purchaser of our business or some of our assets.

21.5. Relationship. The agreement does not create an employment relationship between the parties.

21.6. Entire agreement. The agreement is the entire agreement between the parties on the subject.

21.7. Changes. We will notify you of any changes to the agreement by email. Those changes will only apply to future services orders. If you do not agree with the changes, you must stop using the services. If you continue to use the services following notification of a change, the changed terms will apply to you and you will be deemed to have accepted them.

21.8. Waiver. Any favour we may allow you will not affect any of our rights against you.

21.9. Severability. Any term that is invalid, unenforceable, or illegal may be removed from the agreement without affecting the rest of it.