Merchant Purchase Terms of Service

You are the Seller. Verified Pay Pte. Ltd. (a company incorporated in South Africa) and/or Verified Pay (Pty) Ltd. (a company incorporated in South Africa) (“VP”) shall pay to the Seller the stated price consisting of the Products price upon receipt of invoice as per the above.

All VP payments must be paid to the Seller free from any withholding, deduction, reduction, deferment and counterclaim, whether on account of taxes or otherwise. The obligations of Seller and VP payments, are absolute and shall not be affected by any matter, event or contingency whatsoever, whether such matter, event or contingency results in the damage, destruction or loss of use of the Items or any of them or otherwise.

You agree that VP has a proprietary instantaneous voucher purchase and redemption process technology (and to use such process technology) which enables the following: (i) when a B2C customers makes to make a purchase on your store via a voucher; (ii) VP instantly purchases the voucher at “Price Per Voucher”; (iii) allows the B2C customer to redeem it at your store at Retail Value of Voucher.

Default in payment by VP shall entitle the Seller to re-possess the vouchers and to sell or otherwise deal with or dispose of the vouchers in such manner as he may consider fit.

In the event of default in honoring the vouchers sold by the Seller to VP, the Seller hereby grants the VP the irrevocable license to re-enter the Seller's premises for the purpose of taking re-possession as herein any deficiency in price which may result in and all expenses attending a resale of attempted resists shall be made good by the Seller and the recoverable by VP as damages; and interest at 3 percent per month on the unpaid balance until full payment is made. VP can impose a liquidated damages fee at the rate of 50% of the total contractual amount in event if the Seller voids this purchase order unless stated and agreed by VP.

No warranties are given by VP in respect of the onward sale of the vouchers, and if the Seller is able to do so, then the Seller must always assign the benefit of any manufacturer's or supplier's warranty (if applicable) that it may hold in relation to VP.

The Seller will comply with the terms and conditions issued by VP. Risk of damage to or loss of the vouchers and/or any products purchased by such vouchers and any related tangible consumables shall only pass on to VP on the delivery of the vouchers under the terms in the voucher purchase order above and payment has been made in full by VP.

VP's liability will cease if any of the followings occurs:

1. The Seller has not provided the vouchers (or access to such vouchers) to VP within 7 days of this Letter;
2. The Seller permits persons other than VP or those approved or authorized by VP to effect any replacement of vouchers (e.g. due to faulty voucher codes, expired vouchers).
3. The Seller has not properly maintained its voucher and goods in accordance with the instructions given or issued by VP from time to time.

The Seller warrants and undertakes that it shall conform to the provisions of any Acts of Parliament regulations and/or by laws relating to the possession and use of the goods and will keep VP indemnified against all fines penalties and loss incurred by reason of any breach of any statute, regulations and/or by laws.

The Seller shall at its own expense ensure that its retail shop(s) and/or online store(s) are ready to receive the vouchers contemplated in this Letter and that all required features and facilities have been provided (if needed).

VP shall not under any circumstances whatsoever be liable for any loss (which expression without prejudice to the generality of the foregoing includes injury, damage or delay), regardless of direct or indirect, or for any consequence of any course whatsoever beyond VP reasonable control of any malfunctioning or failure of or detect in any of the vouchers in the absence of gross negligence by VP, VP shall not under any circumstance whatsoever be liable of any loss , damage however cause.

This Agreement shall not commence unless and until it has been signed by or on behalf of VP and the Seller has paid any deposit required to be paid under this Agreement and VP has checked to his full satisfaction the credit worthiness of the Seller.

VP has to right to cancel (with 24 hours notice) the Voucher Purchase Order whatever the reasons as long as no payment (regardless whether partial or full payment) has been made.

Unless at least 3 months have lapsed from the date of the Letter or the date of the Seller’s last voucher sold by VP, this Letter cannot be terminated or cancelled by the Seller unless stated and agreed by VP. Outside of the 3-month period, the Seller can terminate this Letter with 1 weeks’ prior written notice.

This Agreement shall be governed by and construed in accordance with the laws and courts of South Africa.