Become a SmartKwam dealer

1. Parties and purpose

This Dealer Referral Agreement ("Agreement") is entered into between Advannotech (Pty) Ltd, operator of the SmartKwam brand ("the Company", "we", "us"), and the dealer identified in this application ("the Dealer", "you").

The purpose of this Agreement is to appoint you as an independent, non-exclusive referrer who promotes SmartKwam products and refers customers to the SmartKwam online store, in exchange for commission on qualifying sales attributed to you.

2. Independent contractor — no employment or agency

You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise or agency relationship between you and the Company.

You have no authority to enter into any contract on behalf of the Company, to bind the Company in any way, to collect payment on the Company's behalf, or to make any representation, warranty or promise about SmartKwam products beyond the marketing materials we approve in writing.

You are responsible for your own tax affairs, including any income tax and, where applicable, VAT on commission you earn. You are not entitled to any employee benefits.

3. Referral model — you do not buy to resell

You promote SmartKwam products and refer customers, who purchase directly from the Company through the SmartKwam online store at the Company's prices. You do not buy stock, hold inventory, set prices, or resell products.

You will be issued a unique dealer code. When a customer enters your code at checkout, the sale is attributed to you for commission purposes. The code gives the customer no discount and does not change the price they pay.

You may not represent that you are selling on your own account, operate any scheme that requires recruiting other dealers as a condition of earning, or describe the programme as an investment or guaranteed-income opportunity.

4. Commission

The Company will pay you commission on Qualifying Sales attributed to your dealer code, calculated at the rate set out in the Commission Schedule (Annexure A).

A "Qualifying Sale" is an order that (a) was attributed to your active dealer code at checkout, (b) has been paid in full, and (c) has not been cancelled, refunded, charged back or returned.

Commission accrues only while your account is ACTIVE. No commission is earned on orders placed while your account is pending, suspended or terminated.

The Company may change the commission rate or structure on reasonable prior notice. Changes apply to sales occurring after the effective date of the change and never reduce commission already earned on past Qualifying Sales.

5. Clawback on refunds and chargebacks

If an order on which commission was calculated is later refunded, charged back, cancelled or returned, the related commission is reversed. The Company may deduct reversed amounts from future payouts or recover them from you if no future payout is available.

6. Payouts

Commission is reconciled monthly. To qualify for a payout in a given month you must meet the minimum activity threshold set out in the Commission Schedule.

Payouts are made by EFT to the verified South African bank account on your dealer profile. You are responsible for keeping your banking details accurate; the Company is not liable for payments made to an account you provided in error.

To comply with the Financial Intelligence Centre Act (FICA) and our banking obligations, the Company may require proof of identity, proof of bank account and, for businesses, registration documents before releasing any payout.

7. Your conduct and our brand

You must promote SmartKwam honestly and lawfully, comply with the Consumer Protection Act and all applicable laws, and not make misleading, exaggerated or unauthorised claims.

You must not send spam or unsolicited messages, bid on SmartKwam trademarks in paid search, impersonate the Company, or use the SmartKwam name, logo or materials except as we expressly permit. We may withdraw permission to use our brand at any time.

8. Data protection (POPIA)

Each party will comply with the Protection of Personal Information Act (POPIA). You consent to the Company processing your personal and banking information for the purpose of administering this programme, calculating and paying commission, and meeting legal obligations.

You must not collect, store or misuse the personal information of customers you refer, and you must direct all customer purchases through the SmartKwam store rather than capturing customer data yourself.

9. Confidentiality and intellectual property

Commission rates, pricing structures, business terms and any non-public information you learn through this programme are confidential and may not be disclosed or used except to perform this Agreement.

All SmartKwam intellectual property, including trademarks, content and materials, remains the property of the Company. You receive only a limited, revocable, non-exclusive licence to use approved materials to promote SmartKwam while this Agreement is in force.

10. No guarantee of income or volume

The Company makes no representation or guarantee about the level of sales, referrals or income you will achieve. Any examples are illustrative only. This is not an investment and returns are not guaranteed.

11. Suspension and termination

Either party may terminate this Agreement at any time on written notice. The Company may suspend or terminate your account immediately if you breach this Agreement, act unlawfully, or damage the SmartKwam brand.

On termination your dealer code is deactivated and no further commission accrues. Commission already earned on Qualifying Sales before termination remains payable, subject to clawback and the payout terms above.

12. Liability and indemnity

To the maximum extent permitted by law, the Company is not liable for any indirect or consequential loss arising from this Agreement, and the Company's total liability is limited to the commission payable to you in the three months before the claim.

You indemnify the Company against any claim, loss or penalty arising from your breach of this Agreement, your unlawful or unauthorised conduct, or any representation you make that we did not approve.

13. General and governing law

This Agreement, together with the Commission Schedule, is the entire agreement between the parties and supersedes any prior understanding. The Company may update these terms on notice; continued participation after the effective date constitutes acceptance.

This Agreement is governed by the laws of the Republic of South Africa, and the parties submit to the jurisdiction of the South African courts.

14. Electronic acceptance

You agree that ticking the acceptance box and typing your full name constitutes your electronic signature under the Electronic Communications and Transactions Act (ECTA) and binds you to this Agreement, pending exchange of a counter-signed copy.

The Company will counter-sign and make a final copy available to you for download. Both parties intend the electronic and counter-signed copies to be equally valid.