Supplier Agreement

Version 2026-11-draft Effective [PLACEHOLDER: effective date, YYYY-MM-DD]

Development build: this text is a draft and is not for publication.

1. The short version

This box is a summary. The numbered clauses below are the agreement. If the two differ, the numbered clauses apply.

2. Who we are and who you are

2.1 "We" is [PLACEHOLDER: LEGAL ENTITY NAME], registration number [PLACEHOLDER: REGISTRATION NUMBER], of [PLACEHOLDER: REGISTERED ADDRESS], South Africa. VAT/tax number: [PLACEHOLDER: TAX OR VAT NUMBER, if registered].

2.2 "You" is the business or person being listed (the "Supplier"). If you are a company, the person accepting confirms they may bind it.

2.3 Other words: "App" means the Link2Supply mobile app and website. "Buyer" means a signed-in user who is not acting as the Supplier. "Listing" means your profile, catalogue and contact details shown in the App. "Listing Year" is explained in clause 5. "Order Reference" is the code described in clause 8.

2.4 This agreement includes our Terms of Use, Privacy Notice and Acceptable Use and Takedown Policy. If they conflict with this agreement on a supplier matter, this agreement applies.

3. What we provide

3.1 We show your Listing to Buyers who browse or search the App, and we may suggest it in answers by Edna, our AI assistant (clause 11). We release your contact details to signed-in, verified Buyers one at a time. We give you tools to manage your profile and catalogue and to receive and answer enquiries and order requests.

3.2 No promise of results. We do not promise any number of views, contact reveals, enquiries or sales.

3.3 We are not a party to your sales. Any sale is between you and the Buyer. You set your prices and terms. You are responsible for delivering, invoicing, tax, returns and after-sales service. We do not take or hold Buyer money, collect payment for you, or guarantee payment, delivery or quality.

3.4 No verification. We do not verify your business, your claims or your products. We will not describe you as "verified" or "approved" unless we later introduce a verification badge on terms that we publish. Claims such as certificates, quality marks, B-BBEE status, halal or organic status, or origin are yours alone.

3.5 Paid placement. Every listed supplier pays. Buyers are told this in the App, including in Edna answers.

4. The listing fee

4.1 Amount. The fee is USD 150 per Listing Year (the "Reference Price"). If you pay by card, we charge it in South African rand at the rand price shown on the payment page before you pay. If you pay by bank transfer, the payment page shows the account details and the amount to pay. [PLACEHOLDER: Owner and accountant: confirm whether the price shown is inclusive or exclusive of VAT, and add the VAT wording. Do not publish until fixed.]

4.2 Tax. [PLACEHOLDER: VAT wording, to be fixed by the accountant. It must cover (a) South African suppliers: VAT at the rate in force, if we are a VAT vendor; (b) foreign suppliers: whether the fee is zero-rated and what proof of your business details we need; (c) a tax invoice or receipt.] If any government requires tax to be withheld from your payment, you must pay us the full fee so that we receive the Reference Price after withholding. You bear any withholding tax. If you must give us proof of your business registration or country to apply the right tax, you will do so when asked.

4.3 Bank and provider charges. [PLACEHOLDER: Owner decision. Recommended: you pay all bank, transfer and conversion charges charged to you, so that we receive the full amount shown.] For card payments our payment provider's fees are ours.

4.4 Where you pay. You pay only on our website, through a secure link we email to you. The App does not take payment and does not show a "pay" button. Card details are entered only on our payment provider's secure page; we never see or store your card number. If you pay by bank transfer, you upload proof of payment on the payment page and we confirm it.

4.5 When your Listing goes live. For card payments, when our payment provider confirms the payment. For bank transfers, when we confirm the money has arrived. We may publish your Listing only after your payment is confirmed and the other conditions in this agreement are met.

4.6 Fee changes. We may change the fee or the rand price for a future Listing Year. A change never applies to a year you have already paid for. Each renewal link shows the price before you pay.

4.7 Not a deposit or investment. The fee is paid for the Listing. It is not a deposit, commission or share of your sales. We take no commission on sales in this version.

5. Listing Year, renewal, grace and lapse

5.1 Listing Year. Your Listing runs for 12 months (a "Listing Year"), starting:

5.2 No automatic renewal. We do not store your card or charge it again. To renew, you pay a new fee by the emailed link before or soon after your year ends.

5.3 Reminders. We email the address on your account (or the contact email we hold for you) about 30 days, 7 days and 1 day before your Listing Year ends, and on the day it ends. Each email has a fresh payment link. Reminders are a courtesy. Keep your email address up to date. Not receiving a reminder does not extend your Listing Year.

5.4 Grace period. After your Listing Year ends, your Listing stays visible for 14 more days. During grace you can pay to renew with no gap.

5.5 Lapse. When grace ends, your Listing is hidden from Buyers and Edna. We keep your profile and catalogue hidden. You can restore your Listing at any time by paying a new fee. A new Listing Year then starts on the day of payment.

5.6 Deletion of lapsed or unpaid listings. We warn you by email about 11 months after your Listing lapses (or after a draft was last used) and delete your hidden Listing, contacts, catalogue and images after 12 months. Payment records are kept as set out in the Privacy Notice.

5.7 Admin-added Listings. If we create your Listing for you, after you asked for it and paid by bank transfer, the Listing Year starts on the date we received your money (but not more than 60 days before we entered it). We email you before we publish, with a link to this agreement and to correct, object or be removed. See clause 19.

6. Cancellation and refunds

6.1 Seven-day refund. If you ask us in writing within 7 days after a payment is confirmed, and your Listing has not yet received a contact reveal, an enquiry or an order request, we will refund the full amount you paid and remove your Listing. We bear our own card or provider charges on that refund. This applies to the first payment and to each renewal.

6.2 After seven days, or after your Listing has been used. The fee is not refundable, except where clause 6.3 or 6.4 applies. This is because the fee pays for a full year of listing and buyers' access starts as soon as you are published.

6.3 If we end your Listing without your fault. If we suspend or end your Listing for a reason that is not your breach of this agreement, the law, or the Acceptable Use and Takedown Policy (for example, we stop the service, or we suspend by mistake), we will refund the part of the fee covering the remaining full months of the Listing Year.

6.4 Your legal rights. If the law gives you a right to cancel or to a refund that this agreement does not, you keep that right. [PLACEHOLDER: attorney to decide whether to add an express pro rata cancellation right for suppliers who are individuals or small businesses protected as consumers. See drafting notes.]

6.5 How refunds are made. By the same method you paid, in the same currency you were charged. For bank transfers, to the account the payment came from. We refund the amount we received. Exchange-rate differences and your bank's charges on a refund are yours. Refunds are processed within [PLACEHOLDER: for example 15 business days] after we agree to them.

6.6 If you cancel. You may ask us to remove your Listing at any time. Unless clause 6.1 or 6.4 applies, your Listing will be hidden and no refund is due.

6.7 Beginning the service within seven days. The payment page asks you to confirm that you want your Listing to go live straight away.

7. The 10% discount undertaking

7.1 What you promise. For every order or quote that comes to you from a Buyer who contacted you, or placed an order request or enquiry with you, through the App, and who gives you a valid Order Reference, you will give that Buyer 10% off the price of the goods and services in that order or quote.

7.2 Who benefits. You make this promise to us and to each Buyer who uses a valid Order Reference. A Buyer may rely on it and enforce it directly against you.

7.3 What the 10% comes off. The 10% comes off the price you list, or quote to the Buyer, on the date of the order. The price must be a genuine price you would charge for that order without the App. You must not raise your usual prices, or add fees or a surcharge, to cover the discount, and you must not raise the price after the Buyer has quoted a valid Order Reference. [PLACEHOLDER: attorney to decide whether to add a rule for the case where the supplier already gives a Buyer a lower negotiated price. See drafting notes on "baseline price".]

7.4 What it covers. The 10% applies to the price of the goods and services (before tax, duties and delivery), unless you choose to apply it to more. The App calculates it from the prices and quantities in the order request and rounds to the nearest cent. You may adjust the final invoice only for real differences in goods, quantities or price changes that have been agreed with the Buyer in writing.

7.5 Items marked "price on request". If an item has no listed price, you will quote a price and take 10% off that quote. You must show the Buyer the discount on the quote.

7.6 No condition that defeats it. You must not refuse the discount because the Buyer would have bought anyway, because they are an existing customer, or because they ordered a small amount. [PLACEHOLDER: owner to decide if a minimum order value is allowed. Default: none.]

7.7 If you refuse or do not honour it. We may suspend or end your Listing (clause 14), may tell Buyers who complain what we found, and are not responsible for the Buyer's loss. We have no duty to pay the Buyer the difference. We will not charge you a fixed penalty for refusing the discount. The remedy is as set out in this agreement and the law.

7.8 Not tied to exclusivity. The discount does not stop you selling at lower prices elsewhere. We do not ask for the lowest price in the market.

7.9 How long it lasts. The undertaking applies to Order References issued while your Listing is visible, and to orders placed within the reference's validity period of [PLACEHOLDER: validity period, same as Terms of Use cl. 7.2], even if your Listing later lapses or you cancel. [PLACEHOLDER: owner to decide whether one reference covers only one order or all orders within the validity period.]

8. How the discount is recorded

8.1 When a Buyer reveals your contact details, or sends you an order request or enquiry, our system records it and gives it an Order Reference (for example ORD-7K4M2Q). For an order request or quote, it also records the date, the items and quantities, the prices on your Listing at that time, the 10% and the total.

8.2 The Order Reference is our evidence of what was shown to the Buyer. It does not show that a sale happened.

8.3 You can check a reference a Buyer quotes to you in the App. It tells you whether it is valid, the date, and whether it came from a contact reveal, an enquiry or an order request for your Listing. It does not tell you who the Buyer is, and a contact reveal alone does not tell you who looked at your details.

8.4 We do not process or touch the Buyer's payment. The Buyer pays you directly, at the price after the discount.

8.5 You agree that our records of Order References, discount percentage and amounts, and your acceptance of this agreement, are good evidence unless shown to be wrong.

9. Your content and your warranties

9.1 You will give true, complete and current information, and keep it that way.

9.2 You promise (warrant) that: (a) you are allowed to carry on the business you describe, and hold any licence, registration, permit or certificate you claim or the law requires for the goods and services you list; (b) you may lawfully sell every item in your catalogue to the countries you serve; (c) everything you upload (text, prices, images, logos) is accurate, not misleading, and does not infringe anyone's copyright, trade mark, design, privacy or other right, and you have the right to give us the licence in clause 9.3; (d) your goods and services meet the laws that apply to them, including safety, labelling and import and export rules; (e) you are not a person or entity that is the target of sanctions, and your goods are not from a sanctioned source in breach of sanctions law that applies to you or to us; (f) the contact details you give are business contact details, and any named contact person has been told about and has agreed to publication of their details (clause 10); and (g) you will not list anything on the prohibited list in the Acceptable Use and Takedown Policy.

9.3 Licence to us. You give us a non-exclusive, worldwide right, for as long as your Listing exists and a reasonable time after to complete deletion, to store, show, resize, translate, reformat and send your Listing content to Buyers and to our service providers, as needed to run Link2Supply. You keep ownership of your content.

9.4 Your catalogue prices. Keep prices current. Where a price is shown, you must honour it for a Buyer who orders at that price within a reasonable time, unless the Listing says otherwise.

10. Named contact people

10.1 If your Listing names an individual, you confirm that they know about the Listing, what we publish, who can see it and that it is shared with Buyers in any country. Where possible, use a role (such as "Sales desk") and a shared business email.

10.2 Tell us at once if they ask to be removed. We may remove a named person's details, or hide the Listing, if they object to us.

11. Edna, our AI assistant

11.1 Your public Listing text (name, country, city, categories, summary, description, and catalogue items) is processed by a third-party AI provider so that Edna can suggest suppliers. We do not send your contact details to the AI provider.

11.2 Edna chooses from listed suppliers using search relevance. We cannot promise that Edna will mention you, or in what order. You must not write Listing text to try to manipulate Edna (for example, instructions aimed at the AI). We may remove such text.

12. Buyer information you receive

12.1 When a Buyer contacts you, you receive only what the App shows them they are sending (for example a display name, a company name, a country, the message, and any contact channel the Buyer chose to share).

12.2 For that information you are the responsible party (controller) under data protection law. You must: (a) use it only to answer that enquiry or order and to perform any resulting sale; (b) keep it secure and confidential and not give it to anyone who does not need it; (c) not use it for marketing, add it to a mailing list, or sell or share it, unless the Buyer has separately agreed in a way the law accepts; (d) delete or anonymise it when you no longer need it, and when the Buyer asks you to, unless the law requires you to keep it; and (e) tell us promptly of any breach involving it.

12.3 You must not copy or scrape other suppliers' details or Buyers' details from the App.

13. Acceptable use

You must follow the Acceptable Use and Takedown Policy. In short: no prohibited goods, no counterfeits, no false claims, no abuse of Buyers, no harvesting, no attempts to get around fees, and no interference with the App.

14. Removal, suspension and ending

14.1 Our right to act. We may immediately hide, edit or remove content, suspend your Listing or close your account if: (a) we receive a credible report that your content or goods are unlawful, infringing or prohibited, or we reasonably believe they are; (b) you breach this agreement, the Acceptable Use and Takedown Policy, or the law, or give false information; (c) you refuse or do not honour the discount; (d) your payment is reversed, charged back or found to be fraudulent or from a third party we cannot match to you; (e) a court, regulator or payment provider requires us to; or (f) we reasonably believe it is needed to protect Buyers, other suppliers, us or the App.

14.2 How. Where it is reasonable to do so we will tell you what we did and why, and give you a chance to respond. If urgent action is needed, we will tell you afterwards. You can ask us to review a decision by writing to [PLACEHOLDER: SUPPORT EMAIL] with your reasons and we will reply within [PLACEHOLDER: for example 10 business days]. If we decide the action was wrong, we will reinstate your Listing and extend your Listing Year by the days it was hidden.

14.3 Effect on the fee. If we end or suspend your Listing because of your breach or unlawful content, you get no refund. If clause 6.3 applies, we refund as stated there. A suspension does not stop your Listing Year from running, except as clause 14.2 provides.

14.4 Ending by you. See clause 6.6.

14.5 What survives. Clauses 7, 8, 9, 12, 15, 16 and 17 and anything meant to last continue after the agreement ends.

15. Our responsibility and yours

15.1 We are not responsible for any sale you make, any dispute with a Buyer, or your failure to supply or to honour a price or discount.

15.2 We are not responsible for loss of profit, loss of business, or indirect loss, however it happens, to the extent the law allows.

15.3 Our total responsibility to you for all claims arising from this agreement in any 12-month period is limited to the fee you paid us for the Listing Year in which the claim arose.

15.4 Clauses 15.2 and 15.3 do not limit our responsibility for fraud, gross negligence, intentional wrongdoing, or anything the law does not allow us to limit. If you are protected by the Consumer Protection Act, your rights under it stay.

15.5 You must compensate us for loss, damages and reasonable legal costs that we suffer from a third party's claim that arises because your content or goods were unlawful or infringing, or because you broke the warranties in clause 9. We will tell you promptly of the claim, let you take part in dealing with it, and not settle it without telling you.

16. Notices and changes

16.1 We communicate with you by the email address on your account or the contact email we hold for you, and by notices in the App. You must give us a working address.

16.2 We may change this agreement. A change applies to you when your next Listing Year begins, or earlier if we give you at least [PLACEHOLDER: for example 30 days] written notice and you do not cancel. A change never reduces the fee you have already paid for, and never makes the discount promise apply to a Buyer in a worse way than before for orders already made.

16.3 Notices to us: [PLACEHOLDER: SUPPORT EMAIL] and [PLACEHOLDER: REGISTERED ADDRESS].

17. Governing law and disputes

17.1 This agreement is governed by the law of the Republic of South Africa.

17.2 Please tell us about a complaint first, at [PLACEHOLDER: SUPPORT EMAIL]. We will try to resolve it within [PLACEHOLDER: for example 30 days].

17.3 If it is not resolved: [PLACEHOLDER: attorney to select one. Option A (courts): the High Court of South Africa, [PLACEHOLDER: division], and any other court with jurisdiction, may decide the dispute. Option B (arbitration for suppliers outside South Africa and for companies): the dispute is decided by a single arbitrator under the rules of [PLACEHOLDER: AFSA or other body], seated in [PLACEHOLDER: city], in English. Either side may go to court for urgent relief.]

17.4 Nothing in this clause removes a right you have as a consumer under South African law, or a right under the law of your country that cannot be waived.

18. General

18.1 This agreement and the documents named in clause 2.4 are the whole agreement.

18.2 If a part is unenforceable, the rest stays.

18.3 You may not transfer this agreement without our written consent. We may transfer it to a successor to our business on notice to you.

18.4 Nobody except you, us and (for clause 7) Buyers has rights under this agreement.

19. Suppliers we add for you

19.1 If our staff create your Listing at your request, after you have paid by bank transfer, this agreement applies from the date we publish your Listing. By asking us to list you, paying, and not objecting after our notice email, you accept this agreement, including the discount undertaking in clause 7.

19.2 We will not publish your Listing until we have emailed you the notice described in clause 5.7 and recorded that it was sent. [PLACEHOLDER: owner and engineer: see drafting notes. The discount undertaking should be recorded as accepted before an admin-added Listing is published.]

19.3 If you did not ask for the Listing, tell us at [PLACEHOLDER: SUPPORT EMAIL] and we will remove it and refund any payment that was not yours.

20. What you accept when you sign up

When you enrol, you are asked to accept three things separately. Each is recorded with the document version and the time.

  1. "I accept the Supplier Agreement." (supplier_terms)
  2. "I promise to give Link2Supply buyers 10% off the price of orders and quotes that come from the app, as set out in clause 7." (discount_undertaking)
  3. "I confirm that anyone named as a contact on my Listing knows about it and agrees that their details are published and shared with buyers." (contact_person_confirmation)

21. Our details (also shown on the payment page and site)

[PLACEHOLDER: LEGAL ENTITY NAME] (legal status: [PLACEHOLDER: e.g. private company]), registration number [PLACEHOLDER: REGISTRATION NUMBER], tax/VAT number [PLACEHOLDER: TAX OR VAT NUMBER], physical address [PLACEHOLDER: REGISTERED ADDRESS], telephone [PLACEHOLDER: SUPPORT PHONE], email [PLACEHOLDER: SUPPORT EMAIL], website [PLACEHOLDER: SITE URL], directors/office-bearers [PLACEHOLDER: names, if required to be shown].