Terms & Conditions

1. Definition and Interpretation

1.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions shall have the meanings assigned to them below, and cognate expressions shall have corresponding meanings: 

1.1.1 “Affiliate” means a wholly owned subsidiary of Selaskew Digital (Pty) Ltd and/or GARM;

1.1.2 “Business Day” means any day other than a Saturday, Sunday or an official public holiday in South Africa;

1.1.3 “Claim” or “Claims” shall mean all foreseeable or unforeseeable and alleged or actual actions, causes of action, claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation;

1.1.4 “Confidential Information” means all information communicated by a disclosing Party that should reasonably be considered private under the circumstances including, but not limited to, the terms of this Agreement (including all Annexures and policies referenced herein or attached hereto); all trade secrets; existing or contemplated services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto (Transaction Information, all Payment Card Data and all Tax Codes of GARM);

1.1.5 “Commercially Reasonable Efforts” means a vigorous or determined attempt and/ or efforts which use a standard of reasonableness defined by what a similar person would do as judged by the standards of the applicable business community;

1.1.6 “Exclude offer” means any discount, rebate, promotional offer, or other term of offer and/or sale;

1.1.7. “GARM” is a brand that operates under the private company, Selaskew Digital (Pty) Ltd, Enterprise Number: K2022692054, registered under the Commissioner of Companies & Intellectual Property Commission on Tuesday, 30 August 2022 in accordance with the Laws of the Republic of South Africa, and shall include its Affiliates;

1.1.8. “GARM”, “service”, “we”, “us” or “our”, represents Selaskew Digital (Pty) Ltd t/a GARM. When these terms are used, they are referring to the service providers (GARM);

1.1.9. “GARM Peace of Mind” means GARM’s most current peace of mind policy which sets out GARM’s standard customer satisfaction and returns policy which is available on the GARM website, which may be updated and amended from time to time at the sole discretion of Selaskew Digital (Pty) Ltd;

1.1.10. “GARM Site” means www.garm.shop and the various programs, tools, portals, and applicable applications associated with the website;

1.1.11. “Garmember”, “Seller”, “Seller”, “Sub-Brand”, “Vendor”, “Vendors”, ”You”, “Your”, “Their”, and “They” means you, the person or brand using the Services and selling your products on the GARM Site. It also refers to third-party vendors, distributors, wholesalers, retailers and any other incorporated company wanting to sell approved products through the GARM site, and who have registered on the Seller Portal and have agreed to the terms of this Agreement;

1.1.12. “Orders” means orders placed by a customer through the GARM Site for the purchase of products;

1.1.12. “Payment Card” shall mean a debit or credit type card used for financial transactions;

1.1.14. “Payment Card Data” means any information located on a Payment Card, such as, but not limited to, debit or credit card number, expiration date, pin number, cardholder name, or cardholder address;

1.1.15.“Products” means the products that the Seller desires to sell on the GARM Site, and approved by GARM, and as reflected on the Seller Portal;

1.1.16. “Referral Fee” means the commission that GARM will retain from each sale of the Seller’s Products made through the GARM Site;

1.1.17. “Referral Fee Percentage” means the commission, calculated as a percentage of Sales Proceeds excluding VAT; Referral Fee Percentages vary depending on the assigned product category;

1.1.18. “Sales Proceeds” means the gross sales proceeds from the sale of the Products, including VAT and excluding shipping;

1.1.19. “Seller Customer Information” shall mean customer information in the Seller’s possession that was not received from GARM as Transaction Information or in any other manner and was not obtained or received by the Seller in connection with this Agreement or the Seller’s rights and obligations under this Agreement;

1.1.20. “Seller Portal” shall mean the web-based tool or other web services or interfaces, provided by GARM and/or a Service Provider that Sellers can use to manage its settings, Content and other information related to GARM, and including all associated product listing requirements;

1.1.21. “Seller Marks” means the Seller’s name, trademarks, service marks and logos;

1.1.22. “Seller Site” means any website, other than the GARM Site, where a seller displays any information related to the Seller or its products;

1.1.23. “Service” or “Services” refers to the service and website that GARM is providing to Sellers/Vendors;

1.1.24. “Service Provider” means a third party that provides management software and services for the Marketplace Program;

1.1.25. “Signature Date” means the date of signature of this Agreement by the Party last signing in time, provided that all the Parties have signed the Agreement

1.1.26 “Transaction Information” means the Customer’s Order information, including but not limited to the Customer’s name, email address, and shipping address.

2. Introduction

2.1 GARM (“we”, “our, or “us”), a child company under Selaskew Digital (Pty) Ltd, operates an online business-to-consumer and consumer-to-consumer marketplace which was created for the purposes of connecting unique sellers and brands to consumers. Through GARM’s platform, brands and individual sellers can upload products through its portal. Through the portal, Vendor’s can manage their inventory, and prices, monitor sales, and update sale orders. 

2.2 By signing this contract, the Seller acknowledges to commit to this agreement and partner/sell on GARM for a minimum of three months as clients/GARMembers/Vendors/Sellers, and the contract length will stand for the same period. Once the two-month period has been completed, contract renewal will be required only if requested by the Seller. If a renewal is not requested nor does the Seller provide a written notification for the termination of this contract, the agreement will stand indefinitely. 

2.3 Upon completion of the initial three-month term, the Seller and GARM may renew this agreement for an additional term of three (3) months upon mutual agreement. The renewal period shall begin on the first day following the expiration of the initial term. The terms and conditions of this agreement shall remain in full force and effect during the renewal term, unless otherwise agreed to in writing by the parties. Upon completion of the initial two-month term, the Seller and GARM may renew this agreement for an additional term of [insert number of months] months upon mutual agreement. The renewal period shall begin on the first day following the expiration of the initial term. The terms and conditions of this agreement shall remain in full force and effect during the renewal term, unless otherwise agreed to in writing by the parties.

3. Licence of Seller’s Content

3.1 A Seller hereby grants GARM, its Affiliates, and marketing partners, a non-exclusive, royalty-free, perpetual, irrevocable right and licence to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially utilise all Content (excluding the Seller Marks) in connection with the sale of products through the GARM Site and for the listing, advertising, marketing and promotion of such products, including without limitation, through the GARM Site, third party websites, e-mail, social media or any other medium. The Seller agrees that GARM may permit users of the GARM Site to share and post Content on their own social media outlets. 

3.2 Content published, used, reproduced, distributed, transmitted, displayed, modified, and created by GARM can only be implemented with the approval of the Seller.

4. Licence for Marks

4.1 A Seller hereby grants GARM and its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable licence to publish, use, reproduce, distribute, transmit and display Seller’s Marks (Such as, but not limited to, (logos, product photos, images from photoshoots and social media pages) during the term in connection with GARM.

5. Product Information and Other Content

5.1 A Seller will use the Seller Portal to list all the required Content, Pricing and Available Inventory per unique product. The Seller must adhere to the minimum requirements as set out on Marketplace Seller Portal. 

5.2 In addition the Seller is required to: 

5.2.1 ensure that the Seller Portal always has an accurate error-free available inventory count per product listed on the Seller Portal;

5.2.2 Update the Seller Portal with an error-free updated inventory feed for only those Products where inventory levels have changed since the last inventory feed provided for such Product – as an example: when one of your products are sold, you are required to change the inventory level;

5.2.3 provide GARM, through the Seller Portal, with a daily inventory feed for all Products;

5.2.4 provide GARM with all Content requested by GARM, including but not limited to, the Product information (i.e., price, sizes, weight, and product descriptions), as outlined in the Seller Portal; Furthermore, you agree that you are required to maintain your product inventory, update product lists, and ensure that you label a product “out of stock” or remove the product when there are insufficient quantities to sell on GARM;

5.2.5 only provide Content for Products that fit into the categories or parameters as outlined in the Seller Portal;

5.2.6 The Seller will be held solely responsible for the accuracy of its Pricing, available Inventory and all Content for Products and will be obliged to honour any order placed by a Customer through GARM based on the Content provided;

5.2.7 If the Seller has their own website, the Seller is to ensure that the prices listed are GARM are identical to that of the Sellers website; and

5.2.8 Should the Seller initiate a discount offer or sale on its products, the Seller should provide GARM with 48 (forty-eight) hour’s notice before implementing the sale. 

5.2.9 The Seller further acknowledges that they are required to have a month’s worth of stock before selling on the GARM website.

5.1 Product Authenticity 

5.1.1. A Seller will receive all Products, sold through the GARM website, directly from the brand owner or an authorised supplier of the brand owner, and the Seller must be an authorised reseller of the Products. The Seller will maintain adequate processes and procedures for conducting diligence to ensure that Products are authentic, authorised for sale, and not stolen, counterfeit, illegal or misbranded. Upon GARM’s request, the Seller is required to provide GARM with: 

5.1.1.1 Certificates of authenticity (or similar documentation such as proof of purchase) for Products; 

5.1.1.2 Documentation (e.g., email verifications from the brand owner or supplier) showing that Seller is permitted to sell specific brands or Products through the GARM Site and within the Republic of South Africa; and

5.1.1.3 The Seller must ensure that all Products comply with all product safety, testing and certification requirements under the applicable Laws, and all other Laws.

6. Fees, Commission and Rates

6.1 The seller of any Sale Item will pay us a commission fee on the total transaction amount received by the seller (including VAT and any other applicable taxes, if any, as well as shipping costs) in respect of any Sale Transaction (the “Commission”). If the Commission payable is less than our minimum Commission, then the seller will be required to pay the minimum Commission. GARM is entitled to a Commission fee of 22% (twenty two percent) of the total sale price of a product when a product is purchased. 

6.2 GARM will charge the seller a fee of R149  per month for providing hosting services on its website.

6.3 Prior to being listed, the seller is required to make a payment of R149 in respect of a joining fee for the first month. Once payment is made, the administration will approve and register the Seller and their products. The vendor is thereafter required to directly pay the hosting fee into GARM’s bank account on the 25th day of each month.

6.4 Due to the customised shipping strategy between consumers and vendors, in order to benefit consumers, vendors will be charged a percentage of the shipping fee which is divisible by the number of vendors involved in an order: The shipping costs between consumers and vendors can be found in the Shipping Costs section on this document. This amount will be deducted from the remuneration that is owed to the vendor when payments occur as mentioned in line 7.2. 

6.5 The monthly hosting fee and commission rates are subject to change at any time and shall be effective as soon as the changes are active on the Seller Portal. 

7. Payment 

7.1 An Order is deemed to be complete once: 

7.1.1. The Product has been delivered with a proof of delivery signed by the customer; and 

7.1.2. The returns and/or cancellation period stipulated in the GARM Return Policy has expired (“Deemed Completion”). The return policy period for this contract and determined by the brand will stand for a period of 5 (five) working days which will start on the day of delivery completion. 

7.2 GARM will make payment of the Seller’s Share for Orders that meet the Deemed Completion criteria on two set days of each month, namely the 15^th and 30^th of each month. Should these payment dates not fall on a business day payment will be made on the following business day after such a date. Payments to the Vendor may be processed earlier if agreed upon by both parties, however, payment requests made before the 15^th and 30^th of each month are not guaranteed to be paid out before those dates. GARM will prioritise early withdrawals but the Seller acknowledges that procurement may not occur on the exact date of the withdrawal request.

7.2.1. For the sake of clarity, Orders that meet the Deemed Completion criteria on or before the 14^th of a month will be paid on the last day of that month. Orders that meet the Deemed Completion criteria after the 15th of a month (but before the last day of that month) will be paid on or before the 15th day of the successive month. 

7.3 At GARM’s option, all payments made to the Seller’s bank account will be made by means of electronic funds transfer (“EFT”) or any similar method. If GARM concludes that the Seller’s actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks, or other claims, then GARM may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Seller under this Agreement for: 

7.3.1. a period of ninety (90) days following the initial date of suspension; or 

7.3.2. completion of any investigation(s) regarding the Seller’s actions and/or performance in connection with this Agreement.

7.4 The Seller expressly acknowledges and accepts that payment of the Seller Share by GARM shall always be subject to GARM having received the corresponding Sales Proceeds from Selaskew Digital (Pty) Ltd. GARM shall have no liability to the Seller, and the Seller shall have no claim against GARM, for any failure by GARM to make payment of the Seller Share in circumstances where the GARM has not received the corresponding Sales Proceeds from Selaskew Digital (Pty) Ltd.

7.5 In the case that a seller requires payment earlier, the Seller must contact GARM by written request. It will inevitably be GARM’s discretion to approve it or not. 

8. Purchase/Order Processing, Fulfilment, and Shipping 

8.1 Orders Status Updates

8.1.1. Customers purchasing Products through the GARM Site will place Orders using the GARM Site checkout and payment gateway. GARM will collect all proceeds from such transactions. GARM will make available on the Seller Portal all the Transaction Information that GARM 

8.1.2. Sellers need to manage all Orders via the Seller Portal. The Seller Portal requires sellers to update the Order status for the duration of the Order and delivery process. 

8.1.3. Sellers will only receive Orders that have been paid for in full and accepted by GARM.

8.1.4. The Seller is obligated to update the Order status to “Accepted” (confirmation by the Seller that it has stock), via the Seller Portal within 1 (one) hour of receiving an Order during business hours. It is essential and expected that a Seller has stock of each product readily available and on hand to fulfil the order. 

8.1.5. The Seller is obligated to update the Order status to “Ready for Collection” (when the Order is packed and ready for collection by the courier), via the Seller Portal within 36 (thirty-six) hours of receiving an Order, during business hours. 

8.1.6. The Seller is obligated to update the Order status to “Out with Courier” (which means the Seller has handed the packed Order to the courier for delivery), via the Seller Portal within 1 (one) hour of handing the Order over, during business hours. 

8.2 Risk of Fraud, Loss, and Cancellation 

8.2.1 GARM will bear the risk of credit card fraud occurring in connection with any Order. 

8.2.2 The Seller shall bear the full risk to any valid cancellation of an Order by a Customer, and expressly acknowledges that Customers may have additional rights against the Seller as a result of the terms and conditions contained on the GARM Site (if any). 

8.3 Fulfilment of Orders 

8.3.1 Once GARM has transmitted an Order to the Seller, the Seller will, at their own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the Seller Portal (such as quantity availability, or “out of stock” banners, including the accurate picking and packing of all applicable orders, including but not limited to, any ad hoc customer service requests from GARM). 

8.3.2. If the Seller cannot fulfil the entire quantity of a purchase order, then the Seller will (prior to acceptance) reject that purchase order through the “Cancelled” status on the Seller Portal, and thereafter fulfil all other purchase orders in the Order and promptly notify GARM of such rejection. If the Order consists of one purchase order line and the Seller cannot fulfil the entire quantity for, then the Seller will be expected to reject or cancel the entire Order and promptly notify GARM via email or via the Seller Portal and will provide any additional information that may be required by GARM. 

8.3.3. All packaging material needs to comply with the minimum packaging standards as set out in the Seller Portal. Under no circumstances should packaged Orders contain any Seller marketing or other materials that are not included as the standard regarding the specific Product being sold. 

8.4 Timing of Order Transmission:

8.4.1. The GARM Site will accept multiple different payment methods from Customers. The Seller acknowledges that not all payment methods are processed by the relevant merchant bank within the same day in which they were transmitted, and as such the Seller may only receive notification of an Order after the date of the Order. 

8.4.2. The Seller accepts that it shall be obliged to honour all Orders based on the price and availability of stock on the Seller Portal as of the date of Order, notwithstanding that the Seller may have only been notified of the Order after the actual date of Order. 

8.4.3. GARM will use all reasonable and commercially viable means to endeavour to keep such delays to a minimum. 

8.5 Preferred Shipping Method 

8.5.1. GARM undertakes to complete the shipping leg of an Order on the Seller’s behalf. GARM will make use of approved couriers to collect and distribute all Seller Orders. 

8.5.2. The Seller is obligated to use the “shipping” function prescribed in the Seller Portal and complete the picking, packing, and waybill creation functions in order for the “Ready for Collection” status to be achieved. 

8.5.3. Sellers are obligated to make available all facilities as necessary for GARM-approved couriers to collect packaged Orders from a single Seller warehouse or collection point. The Seller accepts that it shall be liable for any delays and/or Losses that may be suffered by GARM as a result of the Seller’s failure in this regard. 

8.5.4. For the sake of clarity, GARM’s obligations in terms of this clause shall not apply to the collection of any returns for unwanted or defective Products, which shall be the sole responsibility and for the account of the Seller. 

8.5.5. Furthermore, any legislation, contract rules, or terms and conditions that apply to the shipping provider will be applicable to this contract. 

8.5.6 The Seller will be responsible for printing the waybills that are sent to them. Therefore it is essential for the Seller to have access to a printer or access to facilities that allow them to print the waybills. 

9. Cancellations, Returns, Refunds; Seller Sales Channels: 

9.1 Returns and Responsibilities

9.1.1. GARM shall process all Customer requests cancellations, returns, refunds and/or customer service price adjustments. The Seller will stop and/or cancel any Order if requested by GARM and should it become apparent that the Seller has transferred the Products to a courier, the Seller will immediately notify GARM to stop and/or cancel the delivery.

9.1.2. GARM retains the right to accept or reject all refunds, returns, and exchange requests by Customers. GARM will process all refunds, returns, and exchanges immediately upon confirmation from the Seller. Should the Seller fail to notify GARM timeously the Seller is required to process the refund, return or exchange on their own accord. 

9.1.3. Refunds, returns, and exchanges will be determined via the GARM Return Policy. The Seller will be responsible for all exchanges and replacements, where applicable. The GARM Return Period for this contract will be applicable for 5 (five) working days from the date of delivery.

9.1.4. The Seller is obligated to accept any return or cancellation that meets the return policy as stipulated in the GARM Return Policy or on the GARM Site. GARM will use all reasonable and commercially viable means to endeavour to keep such returns and cancellations to a minimum.

9.1.5. The Seller will be responsible for all applicable reverse logistics costs incurred in ensuring that the Product is collected from the Customer and returned to the Seller.

9.1.6. When products are returned, the Seller will have 48 (forty-eight) hours to collect the Products from the Customer and thereafter 5 (five) business days to assess the return for a solution. 

9.1.7. The ultimate decision on whether to refund a Customer will always lie with GARM. GARM will make the necessary arrangements to assess the product and determine a solution.

9.2. Seller Sales Channels

9.2.1 The Seller will maintain coordination between the Products it offers through the Seller Site and the Products offered on the GARM Site by always ensuring that:

9.2.1.1. except for Excluded Offers, the selling price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted products or other benefits available as a result of purchasing one or more products), and terms of the applicable return and refund policy is favourable to users of the GARM Site upon which that Product is offered and/or sold via the Seller Site. 

9.2.1.2. customer service regarding any query from a Customer regarding a specific product will be dealt with in the utmost efficient way possible by both the Seller and GARM; and

9.2.2. the Content provided by the Seller to GARM for the GARM Site:

9.2.2.1 is deemed to be of the same level of quality as the highest quality information displayed or used on the Seller Site; and

9.2.2.2 provides users of the GARM Site with as much product information, images and other content as the information provided on the Seller Site.

9.2.3. If a Seller becomes aware of any non-compliance, the Seller is expected to notify GARM and compensate adversely affected Customers by approving appropriate refunds to such Customers. If a seller is aware that the product was cheaper on your site and paid a fee on our side, you will have to refund them the missing amount.

9.2.4. A Seller will notify GARM by email at garmember@garm.shop (and through the Seller Portal) of all special offers and promotions (i.e., where Seller discounts an item or items by a certain amount for a certain period) offered on the Seller Site. The Seller will make special offers and promotions available to GARM Customers in connection with GARM’s site and will use commercially reasonable efforts to allow GARM to support any such special offer or promotion through the Seller Portal. If a Seller makes any Public Promotions generally available to all users of the Seller Site and GARM cannot support such Public Promotion, then the Seller will provide an equivalent offer or promotion to GARM Customers to the extent possible. 

9.2.5   If a Seller lists a promotion code on the Seller Site that can be used by any customer for 10% off specific Products or all Products sold on the Seller Site and GARM cannot support the promotion code, a Seller will reduce the price of such Product or all Products, as applicable, through the Seller Portal by 10% for the duration of the special offer or promotion on the Seller Site. A Seller will work in good faith with GARM to maximise the number of Seller offers and promotions (including equivalent offers and promotions) made available to GARM.

9.2.4. GARM may, in its sole discretion, not permit certain special offers or promotions offered by a Seller on the GARM Site (where GARM cannot support the special offer or promotion) and may request that Seller filter out any such special offers or promotions. Notwithstanding the foregoing, a Seller will not be required to make Excluded Offers available to GARM Customers, provided that, if GARM is able to support any Excluded Offer at any time during the Term and desires to do so, it will notify the Seller and after receipt of such notification the Seller will make such special offer or promotion available to GARM.

9.3 Recalls and Defects

9.3.1. A Seller is solely responsible for any non-conformity or defect in any public or private recall of Seller’s Products. GARM will have no responsibility or liability for any recalls of Products sold through the GARM Site. If Products are subject to a recall, the Seller is responsible for all matters, costs and expenses associated with such recall, including but not limited to, notices and refunds to Customers, contact and reporting of the recall to any governmental agency that may have jurisdiction over the affected Products, and compliance with all applicable Law with respect to such recall. A Seller will promptly remove any recalled Products from the GARM Site by unpublishing or retiring the Product through the Seller Portal. A Seller will notify GARM by email at garmember@garm.shop of all Product recalls within 24 (twenty-four) hours of becoming aware of the recall. A Seller will promptly provide GARM with all information reasonably requested in connection with the recall of any Product.

10. Contact with Customers and Customer Service Escalation 

10.1 GARM will be responsible for providing 1^st line telephonic support for Customers; 

10.2 Where GARM is unable to resolve a Customer support query, GARM will escalate the support query to the Seller for 3^rd line support and a solution. 

10.3 A Seller will always represent itself as a separate entity from GARM when providing customer service for its Products sold through the GARM Site. 

10.4 For the sake of clarity, the Seller shall not be entitled to contact the Customer directly under any circumstances without having first obtained GARM’s prior written consent. 

10.5 Neither Party will disparage the other party or its affiliates regarding their products or services when performing obligations under this Agreement.

10.6 Sellers may not deviate sales away from GARM’s site towards a Seller’s personal site. If GARM has acquired a consumer, the seller may not contact that specific consumer without the consent of GARM. If it is found that by any means, a Seller has attempted to contact any of GARM’s consumers directly, regardless of the intention, the Seller will be temporarily suspended, alternatively there will be a complete removal from the GARM site. A Seller will not use communication channels to redirect GARM Customers to any other sales channels.

11. Seller Systems and Services Levels 

11.1 A Seller shall be solely responsible for the adequate maintenance and upkeep of all Seller systems that are necessary for the Seller to fulfil Orders and meet its obligations of this Agreement. 

11.2 The Seller shall notify GARM within 1 (one) business hour of any downtime or related system issues that may or will have an impact on the Seller’s ability to fulfil Orders or otherwise meet its obligations in terms of this Agreement. 

11.3 The Seller will comply with any service levels prescribed by GARM from time to time, in connection with Seller’s systems that, directly or indirectly, impact the GARM system; and 

11.4 The Seller shall always comply with the Order and Customer Service Level Agreement.

11.5 If a seller wants to completely remove a product listed on the Seller Portal, the Seller must provide 3 (three) days’ notice prior to doing so. The reason for this is based on an auditing process that GARM implements to measure the sales of the Sellers items. 

12. Reporting and Audits

12.1 A Seller will, within a reasonable period, not exceeding thirty (30) days, following a request from GARM, make commercially reasonable efforts to provide GARM with any reports, information or other documentation relating to Seller’s compliance with this Agreement and applicable Law reasonably requested by GARM. In the event that GARM requests that a Seller provide GARM with copies of reports that a Seller was required to file with any regulatory agency, the Seller will provide such reports within seven (7) days of GARMS written request.

12.2 A Seller will keep accurate and complete books, records and accounts related to GARM transactions and this Agreement, and will allow GARM, or its duly authorised representative, the right, upon not less than five (5) business days prior written notice, during the Term of this Agreement and for two (2) years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by GARM to confirm the Seller’s compliance with the terms of this Agreement and applicable Law. 

12.3 Upon GARM’s request, a Seller will provide GARM with written certification from an officer of the Seller stating that Seller has complied with any of the Seller’s obligations under this Agreement, for example including but not limited to, compliance with SLAs, consumer product safety laws, the authenticity of Products, or restrictions on the use of Transaction Information.

13. Representations and Warranties

13.1 Each Party hereby represents and warrants to the other Party the following: 

13.1.1 Authority 

13.1.1.1 Each Party is duly organised, validly existing and in good standing under the laws of the state where such Party was organised, and the Party has full power and authority to execute and deliver under this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid, and binding obligations of the Party.

13.1.2 No Conflicts 

13.1.2.1 Neither the execution and delivery of this Agreement by either Party nor the consummation of the transactions contemplated hereby will violate or conflict with any obligation, contract or licence of such Party which could reasonably be expected to interfere with the consummation of the transactions contemplated hereby.

13.2 The Seller hereby represents and warrants to GARM the following:

13.2.1 Power and Authority 

13.2.1.1 The Seller has the right, power and authority to grant the rights and licences hereunder free and clear of any claims, liens and encumbrances and to sell the Products.

13.2.2 Compliance with Laws

13.2.2.1 The Seller and all its employees, subcontractors, agents and suppliers will comply with all applicable laws, as may be amended from time to time, in performing any of its obligations or exercising any of its rights under or related to this Agreement. All Products (including all packaging) and Content will comply with applicable laws. The production, manufacturing, offer, sale, shipping, and delivery of all Products will comply with all applicable Law. Products will not be produced or manufactured by child labour, convict or forced labour. 

13.2.3 Principal Place of Business

13.2.3.1 The Seller’s principal place of business is deemed to be in South Africa and the Seller will not conduct any operations relating to this Agreement from outside the Republic of South Africa.

13.2.4 Content 

All Content will be deemed: 

13.2.4.1 to be truthful and accurate; 

13.2.4.2 not to be defamatory, threatening or harassing; 

13.2.4.3 to not be infringing upon or violate any Intellectual Property Rights or other rights of any third party; 

13.2.4.4 not to promote or depict gratuitous violence, the use of alcohol, tobacco or illegal substances or adult-oriented content; or 

13.2.4.5 to reflect unfavourably on GARM, its Affiliates, or the GARM Site or be the type of content that could otherwise reasonably adversely impact or damage the reputation or public image of GARM or its Affiliates. 

13.2.5 Products

13.2.5.1 A Seller will only offer Products for sale on the GARM Site that may be sold and shipped throughout South Africa. A Seller will not offer for sale any Products through the GARM Site that GARM indicates as prohibited.

13.2.5.2 GARM has the right to decline a product if it is not aligned with their brand image or overall product listing throughout the site 

13.2.5.3 Sellers will only be allowed to offer products that are in relation to fashion items which include accessories and skin care products.

13.2.6 Personnel

13.2.6.1 All Seller personnel will be properly registered, documented, licensed and/or certified in accordance with applicable Law. 

13.2.7 Ongoing Warranties

13.2.7.1 Except as otherwise expressly provided herein, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by the Seller at the execution of this Agreement and each stage of performance of this Agreement.

14. Control of the GARM Site

14.1 GARM has the sole right to determine the content, appearance, design, functionality, and all other aspects of the GARM Site, including, but not limited to, all content provided in connection with the sale of Products sold by the Seller through the GARM Site. GARM intends to use one set of content for each item sold through the GARM Site. 

14.2 GARM may, in its sole discretion, suspend any Product listing or display of Content or refuse to list any Products and GARM may require the Seller to exclude any Products from the GARM Site. If GARM requests that the Seller remove Products from the GARM Site, the Seller will make commercially reasonable efforts to remove those Products by unpublishing or retiring such Products through the Seller Portal within twenty-four (24) hours of such request so such Products no longer appear for sale on the GARM Site and the Seller will not include such removed Products on the GARM Site at any time unless the inclusion of such Products is specifically authorized by GARM in writing. 

14.3 GARM will have control of any marketing of any products on the GARM Site, including but not limited to, Seller’s Products.

15. Ownership and Use of Transaction Information

15.1. GARM will own all Transaction Information. A Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, the GARM Privacy Policy and applicable Law. 

15.2 A Seller will not: 

15.2.1. disclose or convey any Transaction Information to any third party (except as necessary for Seller to perform its obligations under the Agreement); 

15.2.2. use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; 

15.2.3. contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; or 

15.2.4. target communications of any kind based on the intended recipient being a GARM user.

16. Ratings and Reviews 

16.1. GARM may use mechanisms that rate or review, or allow shoppers to rate or review, Seller’s Products and Seller’s performance as a seller and GARM may make these ratings publicly available. GARM will have no liability to Seller for the content or accuracy of any ratings or reviews. A Seller will have no ownership interest in or license to use any rating or reviews posted on the GARM Site.

17. Suggestions and Feedback 

17.1. If a Seller or any of a Seller’s Affiliates or agents elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to GARM in connection with or related to any GARM or Selaskew Digital (Pty) Ltd (including any related technology), GARM will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and use any of the foregoing information or materials in any manner. To protect GARM’s systems and customers, or to ensure the integrity and operation of GARM’s business and systems. 

18. Confidential Information and Information Security 

18.1 Obligations 

18.1.1. Both Parties acknowledge that either Party may receive (the “Receiving Party”) Confidential Information from the other Party (the “Disclosing Party”) during the term of this Agreement, and such Confidential Information will be deemed to have been received in confidence and will be used only for purposes of this Agreement. 

18.1.2 The Receiving Party will:

18.1.2.1 use the Disclosing Party’s Confidential Information only to perform its obligations and exercise rights under this Agreement; 

18.1.2.3 disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel, contractors, and affiliates that are required to know the information to assist the Receiving Party with fulfilling obligations under this Agreement and who have agreed to keep the information confidential in accordance with the terms set forth herein. 

18.1.3. The Receiving Party will treat the Confidential Information as it does its own valuable and sensitive information of a similar nature. The obligation of confidentiality will continue for three (3) years from the expiration or termination of this Agreement provided, however, the Receiving Party will continue to keep confidential: 

18.1.3.1. any trade secrets of the Disclosing Party; and 

18.1.3.2. the terms of this Agreement 

18.2 Exceptions 

18.2.1. The obligations of either Party under this Section will not apply to information if the Receiving Party can demonstrate that: 

18.2.1.1. it was in its possession at the time of disclosure and without restriction as to confidentiality; 

18.2.1.2. at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of an agreement or other wrongful act or failure to act by the Receiving Party; 

18.2.1.3. it has been received from a third party without restriction on disclosure and without breach of an agreement or other wrongful act by a third party or the Receiving Party; and

18.2.1.4. it is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party. 

18.2.2. In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to: 

18.2.2.1. give the Disclosing Party, to the extent possible, advance notice prior to disclosure; and 

18.2.2.2. limit the disclosure to the minimum amount that is legally required to be disclosed.

19. Termination and Suspension 

19.1 Term 

19.1.1. This Agreement will apply to the Seller from the moment of registration, on or use of the Seller Portal and/or the GARM website, and shall continue to apply for so long as the Seller remains part of the GARM Marketplace which is a minimum of three months.

19.1.2. The Seller acknowledges and agrees that GARM may amend and/or replace this Agreement at any time in its sole discretion, and by logging onto the Seller Portal, the Seller shall automatically be bound by the latest Agreement. It must be known that the Seller has to provide consent and must provide approval in written form for the new contract and terms and conditions to be applicable. 

19.1.3 Termination of this contract will only be allowed under reasonable circumstances. Both parties agree to address any concerns or issues that may arise in a timely and professional manner. In the event that one party wishes to terminate the contract, they must provide written notice to the other party, detailing the circumstances surrounding the decision to terminate. The other party will have the opportunity to respond and both parties will work together to determine if termination is the appropriate course of action.

19.2 Termination for Convenience

19.2.1. To terminate the contract, the client must provide at least one month’s written notice, and will still be responsible for paying the monthly fee for the month the notice was given.

19.3 Post-Termination Obligations 

19.3.1 A Seller will continue to have obligations under this Agreement after termination of the Agreement, including but not limited to, the obligation to: 

19.3.1.1. Fill all Orders that have been accepted but not yet delivered; 

19.3.1.2. provide customer service to Customers who purchased Products on the GARM Site; 

19.3.1.3. pay any invoices delivered by GARM in connection with the Agreement; 

19.3.1.4. notify GARM and Customers of any recalls of its Products; 

19.3.1.5. remit any taxes collected to the proper jurisdiction(s); and

19.3.1.6. immediately notify GARM of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.

19.3.2. GARM will pay the Seller Share attributable to Orders placed by Customers prior to the termination of the Agreement in accordance with the payment terms set forth in this Agreement. 

19.4 Survival

19.4.1. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement will survive its termination.

20. Indemnification

20.1 Indemnification Obligations 

20.1.1. A Seller will indemnify GARM and its Affiliates and each of their respective stockholders, successors, assigns, officers, directors, employees, agents, and representatives (each an “Indemnity”) from and against any and all Losses arising out of or related to any third-party Claims asserted against, imposed upon or incurred by an Indemnity due to, arising out of or relating to:

20.1.1.1. an actual or alleged breach by the Seller of this Agreement; 

20.1.1.2. the Seller Site and other sales channels, the Content or the Products (including, but not limited to, the offer, sale, refund, or return of Products) or any violation of Law with respect to the foregoing (including but not limited to the Consumer Protection Act, 68 of 2008), or any actual or alleged infringement of any Intellectual Property Right by any of the foregoing, or personal injury, death or property damage related thereto or arising therefrom; and

20.1.1.3. all income, sales, use, property tax, and other taxes, surcharges, fees, assessments, or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the GARM Site, specifically excluding, however, any such taxes related to GARM’s net income. 

20.2 Procedure for Indemnification 

20.2.1 Upon receipt of written notice, from any source, of Claims against GARM for which the Seller is obligated to indemnify GARM, a Seller will immediately take the necessary and appropriate action to protect GARM’s interests regarding the Claims. GARM will notify Seller of the assertion, filing or service of any Claims of which GARM has knowledge, as soon as it is reasonably practicable. 

20.3 Conflict 

20.3.1. Notwithstanding the foregoing, if GARM reasonably determines that there may be a conflict between its position and that of a Seller in connection with the defence of a Claim or that there may be legal defences available to the GARM Marketplace different from or in addition to those available to the Seller, then, at the Seller’s expense, legal representation  for GARM will be entitled to conduct defence to the extent that GARM reasonably determines necessary to protect the interest of GARM. If GARM, in its sole discretion, determines that the legal representation provided by the Seller to defend GARM is unacceptable or that a conflict of interest exists between GARM and legal representation, GARM may request that Seller replace the legal representation. If a Seller fails to timely replace legal representation, GARM may replace the legal representation and, as part of the Seller’s indemnification obligation to the GARM Marketplace, the Seller will pay the new legal representation, or reimburse GARM any and all fees and expenses as to the new legal representation, including any and all expenses or costs to change legal representation.

20.3.2. Neither GARM, Selaskew Digital (Pty) Ltd, nor its affiliates, officers, directors, licensors, suppliers, employees or agents make any representations or warranties, express or implied, that the GARM site, the marketplace program, any seller portal, services provided by GARM or any service provider, or software used to provide the services will be uninterrupted, timely, secure, virus-free or error-free, and the seller agrees that GARM will not be liable for the consequences of any interruptions or errors, including but not limited to, system or software failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions. Neither GARM, nor its affiliates, officers, directors, licensors, suppliers, employees, or agents make any representations or warranties, express or implied, to the seller with respect to the sale of the seller’s products through the GARM site pursuant to this agreement, and all such services provided by GARM marketplace are provided on an “as-is” and “as available” basis.

21. Limitation of Liability 

21.1 No consequential damages 

21.1.1. In no event, shall GARM or Selaskew Digital (Pty) Ltd be liable to a seller or any third party under any theory of tort, contract, strict liability or other legal or equitable such as: 

21.1.1.1. Lost of profits, lost revenue, loss of business or loss of data;

21.1.1.2. Exemplary, punitive, special, incidental, indirect, or consequential damages.

21.1.1.3. For the cost of cover, recovery, or recoupment of any investment, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether GARM has been advised of the possibility of such damages.

21.1.2. In the event of a system or privacy breach in the GARM site or third-party affiliation (excluding Sellers), the Seller will not be liable or bear any responsibility for the consequential damages that may occur.

21.2 Force Majeure

21.2.1. Notwithstanding the other provisions of this Agreement, if either Party is in good faith prevented from performing its obligations under this Agreement beyond the control of the Party concerned, including but not limited to, war (declared or undeclared), acts of god, terrorism, earthquake, accident or explosion, such Party will promptly notify the other Party, and while so affected, the affected Party will be relieved from performing its obligations provided that, the Party affected will take all reasonable steps to promptly remedy the cause of such delay or failure should it be within its power to do so.

22. Risk and Ownership

22.1 Insurance 

22.1.1 The Seller acknowledges that it shall retain all risk in and to the Products until the Products have been delivered with a proof of delivery signed by the Customer. 

23. Choice of Law, Jurisdiction, and Venue

23.1. The Parties agree that this Agreement will be construed and enforced in accordance with the Laws of the Republic of South Africa and without regard to any conflict of law provisions.

24. General

24.1. This Agreement, including all references made herein, constitutes the entire agreement between the Parties concerning the subject matter hereof. 

24.2. GARM may amend the terms of this Agreement from time to time and will either post such amendments to the Seller Portal (“Amendment Notice”). If the Seller objects to any amendment to the terms of this Agreement, the Seller will be entitled to raise the objection with the appropriate person who will deal with the Seller’s concerns and apply the appropriate action in terms of a possible solution.

24.3 GARM and the Seller are acting hereunder as independent contractors. The Seller will not be considered or deemed to be an agent, employee, joint venture, or partner of GARM. A Seller’s personnel will not be considered employees of GARM, they will not be entitled to any benefits that GARM grants its employees and will have no authority to act or purport to act on GARM’s behalf. 

24.4. Save as specifically provided herein, neither Party will use the name, logo, trademarks, or trade names of the other Party or otherwise, directly, or indirectly, refer to the other party in publicity releases, promotional material, customer lists, advertising, marketing or business generating efforts, whether written or oral, without obtaining such Party’s prior written consent. Notwithstanding the foregoing, GARM will have the right to refer to the Seller as a participant in GARM’s Marketplace Program in marketing and promoting the GARM brand and vice versa.

24.5. The parties acknowledge and agree that the rights granted to the other Party in this Agreement are non-exclusive and that without limiting the generality of the foregoing, nothing in this Agreement will be deemed or construed to prohibit either Party from participating in similar business arrangements as those described herein.

24.6 The Seller is solely responsible for maintaining the security of its password for any Seller Portal and for all action taken in connection with its account. If the Seller has knowledge or suspects that its password has been compromised, the Seller will immediately notify GARM and assist GARM in investigating and preventing any further breach of GARM’s systems. GARM shall not be liable to the Seller for any Losses it may suffer because of the Seller Portal being unavailable for any reason.

24.7 If at any point during the term of this contract, the business relationship between the Seller and GARM is exceeding expectations and both parties are benefiting substantially, both parties may come together to renegotiate the terms of this contract to further benefit both parties. Any amendments or modifications to the contract must be agreed upon in writing and signed by both parties.

25.  Exclusive Selling Partnership 

(Only applied if the brand signs section B of the signing clause below)

25.1 By agreeing to sell exclusively with GARM, the Seller hereby agrees that they may not sell their products through any additional channels other than GARM. This includes any websites, retail or brick-and-mortar stores, or social media. In the case that the Seller is enquired about selling a product, they should direct the buyer to the GARM site to proceed with ordering or purchasing the product. If a Seller conducts a private sale, they will be fined a pentalty fee of the amount of the product sold. 

25.1.1 Furthermore, the Seller agrees to exclusively sell with GARM for the period of 5 months from the date of signing this contract. In the case that the Seller wants to opt out of the exclusive agreement, the Seller is liable to provide one month’s notice. Failure to do so, allows GARM to take legal action. 

25.1.2 If it is found that the Seller is selling its products through other channels without notification, GARM has the right to terminate the contract indefinitely and hold the funds that is owed to the Seller.

1. To Sign: 

If you agree with the above terms and conditions, please sign below: 

For the Seller:

SIGNED at ________________ on this the____ day of ________________________2023.

1. Signature of Seller: 

__________________________

2. Witnesses:

1. ___________________________                           

2. ___________________________

GARM Representatives::

SIGNED at ________________ on this the____ day of ________________________2023.

3. Signature of GARM Representative: 

__________________________

4. Witnesses:

1. ___________________________                           

2. ___________________________

2. Optional:

By signing section B, the Seller agrees to hereby sell exclusively and only through GARM’s platform. 

For the Seller:

SIGNED at ________________ on this the____ day of ________________________2023.

5. Signature of Seller: 

__________________________

6. Witnesses:

1. ___________________________                           

2. ___________________________

GARM Representatives::

SIGNED at ________________ on this the____ day of ________________________2023.

7. Signature of GARM Representative: 

__________________________

8. Witnesses:

1. ___________________________                           

2. ___________________________

3. Seller Brand and Personal Information

*Please fill in the following:

1. Contact and Address Details:
   1. Authorised Representative Name:  
   2. Authorised Representative Email:
   3. Authorised Representative Phone: 
   4. Authorised Representative Identification Number/Passport Number:
   5. Physical Address: 
   6. Billing Address: 
   7. Physical Address (Where products will be shipped from): 
2. Brand Details:
   1. Trading As Company Name:  
   2. Registered Company Name:
   3. Company Registration Number:
   4. VAT Registration Number (if Applicable): 
   5. Directors/Partners/Members full names: 
3. Payment Details: 
   1. Bank Name:
   2. Branch Code:
   3. Name of Account Holder:
   4. Account Type: 
   5. Bank Account Number: 

*Please attach the following documents:

1. CIPC registration certificate 
2. Bank account confirmation letter
3. Proof of residential address 
4. Proof of business address 
5. Copy of identification documents of authorized

D. Shipping Costs 

Shipping Prices 

Customer Shipping Fees (Subject to Change)

Seller Shipping Fees