Taxco Product Partner Terms and Conditions
Product Partner Terms and Conditions
Parties
1. The Parties to this Agreement are:
Taxco Franchise Group Trust (“Taxco”); and
Such person, whether natural or juristic, (“Taxco Product Partner”) that supplies products to Taxco for purpose of sale via Taxco's website/s (‘the Website/s”).
2. Introduction
Taxco conducts business in the supply of business related services and business documentation online.
The Taxco Product Partner owns all rights in and to certain downloadable business product/s (“the Product/s”) that are complementary to the documents provided by Agreements Online.
Taxco and the Taxco Product Partner wish to cooperate for the purpose of selling the Product/s via the Website/s.
The parties record herein the extent of their agreement as well as all matters ancillary thereto.
3. Relationship between the Parties
The parties shall cooperate with each other on the basis that:
The Taxco Product Partner will provide Taxco with Product/s;
Taxco will, if satisfied with the form, content and nature of the Product/s, provide the Product/s for sale via its Website/s;
Taxco will pay the Taxco Product Partner commission pursuant to 6 below.
The parties will cooperate with each other using reasonable endeavours at all times and observing the principles of good faith in their dealings with each other and in their respective business with other business associates and clients, during the validity of this agreement, and any subsequent or related agreement.
Neither party shall have any authority to act for or in the name of or make any representations or warranties on behalf of the other party or to bind or to commit the other party in any manner. Each party will each remain solely responsible for any acts and/or omissions, negligent or otherwise, by them or by their employees, subcontractors, agents or representatives of whatever nature.
Neither party will, without the prior written consent of the other party being obtained, make any representations, statements, promises or the like for or on behalf of the other party to this agreement.
4. Confidential Information
Both parties agree that all tangible and intangible information disclosed by one party to the other, at any time, in any format and however disclosed, and without limiting the generality of the term, any systems; techniques; commercial, financial or market information; ideas; trade secrets; documentation; data concerning business relationships; processes; drawings; any information relating to copyright, patents or trade marks; or otherwise it obtains from the other constitutes the confidential property of the disclosing party and its licensors (“Confidential Information”). Except as expressly and unambiguously allowed herein, both parties will hold in confidence and not use or disclose any Confidential Information, except to its employees and consultants on a “need to know” basis and who are similarly bound by confidentiality obligations.
The parties’ nondisclosure obligations in terms hereof shall not apply to information that:
(i) is at the time of disclosure generally known by or available to the public through no fault of the receiving party;
(ii) is legally known to the receiving party at the time of disclosure without any obligation of confidentiality;
(iii) is furnished to the receiving party without any obligation of confidentiality by a third party who legally obtained said information and the right to disclose it; or
(iv) is required to be disclosed in terms of a court order or otherwise in law.
5. Term
This agreement shall be of full force and effect from the date on which Taxco accepts the Taxco Product Partner’s application to become a product partner, and shall endure until terminated upon the happening of one of the following events:
the parties conclude a new agreement by which they intend to replace this agreement;
the parties agree in writing to cancel this agreement for whatever reason;
either party gives the other party 14 (fourteen) days written notice of its intention to terminate this agreement;
either party commits an act of insolvency;
either party is liquidated, declared insolvent or dissolved, as applicable;
either party ceases to run its business as a going concern; or
the Agreement is terminated in terms of 8 below.
The provisions of clause 4 shall survive any expiration or termination of this Agreement.
6. Commission
Upon a customer’s purchase of the Taxco Product Partner’s Product/s via the Website/s, Taxco will pay to the Taxco Product Partner a commission amounting to 90% (Ninety percent) of the purchase price of the Product/s. Taxco will pay any commissions due in terms hereof to the Taxco Product Partner on or before the last day of each month, provided that Taxco will only be liable to pay such commissions once it receives the purchase price for the Product/s.
The Taxco Product Partner will repay to Taxco any commission received by it in the event that the purchase is charged-back or any other refund claim is brought against Taxco, regardless of the reason for such charge-back or refund. Further, Taxco shall be entitled to set-off any such reimbursements against any commissions owed by Taxco to the Taxco Product Partner.
7. Roles and Responsibilities
7.1 The Taxco Product Partner agrees:
to provide business-related Product/s in a downloadable format, being a format that is universally accepted and does not require specialist software;
and warrants that it owns all rights, title and interest in and to the Product/s and any associated intellectual property, and that the compilation, existence, sale and use of the Product/s as envisaged herein do not in any way detract from or detrimentally affect the rights or interests of any third party;
that the Product/s have been compiled correctly, with no material errors, and are of a professional quality;
to regularly review the Product/s, and to provide Taxco with updated Product/s as soon as possible after same have been reviewed and updated;
not to disclose Taxco's confidential information, or any part thereof, to any third parties, including persons in competition with Taxco; and
not to misrepresent Taxco or its services in any way to any person.
7.2 Taxco agrees:
to provide the Product/s for sale via the Website, provided that Taxco may, in its sole discretion remove the Product/s for whatever reason, including, inter alia, if a third party claims a breach of copyright or intellectual property; if customer complaints about the quality and completeness of the Product/s are received; or if the Product/s are not complete, error-free, or of a professional quality;
not to disclose Taxco Product Partner’s confidential information, or any part thereof, to any third parties, including persons in competition with Taxco Product Partner;
to keep a record of all customers that purchase the Product/s via the Website, including the purchase price and the date the price is received by Taxco, and to provide the Taxco Product Partner with a copy of such report within 10 (ten) business days of the Taxco Product Partner’s written request therefor; and
to pay to the Taxco Product Partner any amounts due in terms hereof timeously.
8. Breach
In the event of either party failing to comply with the terms of this Agreement, the aggrieved party shall be entitled to give the other party 14 (fourteen) days notice calling on it to remedy such breach and should such defaulting party fail to do so, the aggrieved party shall be entitled to terminate this Agreement or demand specific performance, in either instance without prejudice to its rights to claim damages.
9. General
Each party will be liable for its own costs incurred in the conclusion of this agreement or any other agreement referred to in, or relating to, this agreement.
No addition to, amendment or variation of this agreement, including this clause, shall be of any force and effect unless it is in writing and signed by the parties.
The Taxco Product Partner indemnifies Taxco against all and any charge-backs, or any other claims, losses or damages, of whatever nature, that may be brought against Taxco in relation to the Product/s, and whether in respect of the marketing, sale, use or distribution of the Product/s. In no event will Taxco be liable to the Taxco Product Partner for any incidental, consequential, or any other indirect loss or damage (including but not limited to lost profits or revenues, loss of data), nor for direct or special damages, of whatever nature.
This document contains the whole agreement between the parties, and no party shall be bound by any term, condition, representation, warranty, promise, undertaking or the like not recorded in writing and signed by the parties as part of this agreement.
No indulgence, leniency, extension of time or condonement of any kind which any party may show towards the other party shall in any way prejudice the exercise of either party’s rights at any time in the future.
Neither party may cede any rights, delegate any duties or assign this contract without the prior written consent of the other party.
If any provision in this agreement is found by any court of competent jurisdiction to be invalid, unlawful or unenforceable, such provision shall not invalidate the remaining provisions of this agreement.