1. The parties and what this agreement is

1.1 This Vendor Agreement is a binding commercial contract between:

1.1.1 LIST SECURE (PTY) LTD, a private company incorporated in the Republic of South Africa in terms of the Companies Act 71 of 2008, registration number [INSERT: company registration number], VAT registration number [INSERT: VAT number, or delete this line if not VAT-registered], with its registered and physical address at 16 Pelican Way, Zeekoevlei, Western Cape, 7942, South Africa ("List Secure", "we", "us", "our"); and

1.1.2 you, the person or juristic person approved by us to list and sell Items on the Platform (the "Vendor", "you", "your").

1.2 We have written this agreement in plain language, as section 22 of the Consumer Protection Act 68 of 2008 requires. Where a clause is important, limits our liability, places a risk or a cost on you, or allows us to act against your Vendor Account, we have marked it in bold. Read those clauses carefully. If anything in this agreement is unclear, ask us at support@listsecure.co.za before you accept it, and take your own advice.

1.3 This agreement governs your relationship with us as a Vendor. It does not govern the contract of sale between you and a Buyer. The contract of sale is concluded between you and the Buyer, and only between them. We are not a party to it.

1.4 This agreement forms part of the Platform Terms. It must be read with the Terms & Conditions, the Privacy Policy, the Cookies Policy, the Shipping Policy, the Returns & Refunds Policy, the Payment Terms and the Marketplace Rules. Clause 5.3 of the Terms & Conditions sets out the order of precedence: on a matter specific to your relationship with us as a Vendor — including Commission, payouts, listing obligations, performance standards and termination of your Vendor Account — this Vendor Agreement prevails. On the processing of Personal Information the Privacy Policy prevails. On everything else the Terms & Conditions prevail.

1.5 Nothing in this agreement removes or reduces a right you have under the Consumer Protection Act 68 of 2008, the Electronic Communications and Transactions Act 25 of 2002 or the Protection of Personal Information Act 4 of 2013 that cannot lawfully be removed or reduced. Where a clause appears to do so, the statutory right prevails and the clause is read down.

1.6 This agreement supersedes any earlier vendor terms, seller terms or onboarding terms between you and us.

2. How you accept this agreement, and why a click is a signature

2.1 You accept this agreement when you tick the acceptance box and click the acceptance button during Vendor onboarding, or when you first list an Item, or when you continue to use your Vendor Account after we have notified you of a new version under clause 30. Any one of those acts binds you.

2.2 Your click is a valid signature and this agreement is a valid contract. This agreement is concluded electronically, as a data message, and is valid, enforceable and effective in terms of Chapter III of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA"), including:

2.2.1 section 11 — information is not without legal force merely because it is in the form of a data message, and information incorporated by reference into a data message is part of it;

2.2.2 section 12 — a requirement that something be in writing is met by a data message that is accessible in a form usable for later reference;

2.2.3 section 13(3) — where an electronic signature is required by the parties to an electronic transaction and the parties have not agreed on the type of electronic signature to be used, that requirement is met by a method that identifies the person and indicates their approval, and that is as reliable as is appropriate for the purpose for which the data message was generated, having regard to all the circumstances. You and we agree that the acceptance method described in clause 2.3 is that method, and that it identifies you and indicates your approval of this agreement;

2.2.4 section 22 — an agreement may be concluded wholly or partly by data message; and

2.2.5 section 24 — an expression of intent in a data message is not without legal force merely because it is not evidenced by a signature but by a data message.

2.3 What we record when you accept. At the moment you accept, we record and store:

2.3.1 the version number and effective date of the Vendor Agreement you accepted, and a copy of that version as it stood at that moment;

2.3.2 the date and the time of acceptance, to the second, in South African Standard Time;

2.3.3 the IP address from which the acceptance was sent;

2.3.4 the Vendor Account identifier, the registered email address and, where applicable, the name and identity number of the natural person who clicked;

2.3.5 the device, browser and session identifiers associated with the acceptance; and

2.3.6 the text of the acceptance statement that was displayed to you.

2.4 That record is evidence. You agree that the record described in clause 2.3 is admissible and is proof of your acceptance, of what you accepted and of when you accepted it, in terms of section 15 of ECTA (admissibility and evidential weight of data messages), unless you prove the contrary. We keep that record for as long as you are a Vendor and for the retention period set out in the Privacy Policy afterwards.

2.5 We will give you a copy. We will email you a copy of this agreement, in the version you accepted, at the registered email address on your Vendor Account, and a current copy is always available in your Vendor Dashboard and on the Platform.

2.6 Authority to bind. If you accept on behalf of a juristic person — a company, close corporation, trust, partnership, co-operative or non-profit — you warrant that you are duly authorised to bind it, that it is properly constituted and in good standing, and that both you and it are bound by this agreement. We may ask for a resolution, a mandate or other proof of authority, and we may suspend the Vendor Account until we receive it.

2.7 You must be 18 or older and have full legal capacity to contract. We do not approve a Vendor who is a minor, an unrehabilitated insolvent trading without the required consent, or a person under any legal disability that prevents them from contracting.

2.8 Acceptance of this agreement is not approval. We approve a Vendor Account only when onboarding and verification under clause 7 are complete and we say in writing that the account is approved. Until then you may not list an Item.

3. Definitions

3.1 In this agreement, unless the context requires otherwise:

3.1.1 "Platform" means the List Secure website at listsecure.co.za, its subdomains, mobile applications and related services.

3.1.2 "User" means any person who accesses or uses the Platform.

3.1.3 "Buyer" means a User who purchases or offers to purchase an Item through the Platform.

3.1.4 "Vendor" means a User approved by List Secure to list Items for sale on the Platform.

3.1.5 "Item" means any product or goods listed for sale on the Platform.

3.1.6 "Listing" means a Vendor's offer of an Item, including all text, images and specifications.

3.1.7 "Order" means a Buyer's accepted offer to purchase an Item.

3.1.8 "Escrow Provider" means TradeSafe, or such other escrow provider as List Secure may appoint.

3.1.9 "Escrow Account" means the trust/escrow account in which Order funds are held.

3.1.10 "Payment Provider" means PayFast, or such other payment service provider as we may appoint.

3.1.11 "Purchase Price" means the price of the Item excluding Delivery Charges.

3.1.12 "Order Total" means the Purchase Price plus Delivery Charges plus any applicable fees and VAT.

3.1.13 "Commission" means the fee payable by the Vendor to List Secure on each completed Order.

3.1.14 "Acceptance Window" means the period after delivery within which a Buyer must confirm acceptance or lodge a Dispute, failing which acceptance is deemed. The Acceptance Window is [INSERT: Acceptance Window — number of days after delivery] and is the same period in every document in the Platform Terms.

3.1.15 "Dispute" means a Buyer/Vendor disagreement lodged through the Platform before the Acceptance Window closes.

3.1.16 "Business Day" means any day other than a Saturday, Sunday or South African public holiday.

3.1.17 "Personal Information" has the meaning given to it in the Protection of Personal Information Act 4 of 2013 ("POPIA").

3.1.18 "Content" means any material a User uploads, posts or transmits through the Platform.

3.2 In addition, in this agreement:

3.2.1 "Business Vendor" means a Vendor who supplies Items in the ordinary course of business, as clause 6 describes, whether or not the Vendor is a registered company, and whether or not selling is the Vendor's only or main activity. A Business Vendor is a "supplier" for the purposes of the Consumer Protection Act 68 of 2008 ("CPA").

3.2.2 "Private Vendor" means a natural person who sells their own used or unwanted personal or household possessions occasionally and not in the ordinary course of business, as clause 6 describes.

3.2.3 "Vendor Account" means the account we create for you on the Platform through which you list Items, receive Orders, communicate with Buyers and receive Payouts.

3.2.4 "Vendor Dashboard" means the seller-facing area of the Platform through which you manage your Store, your Listings, your Orders, your performance metrics, your Payouts, your documents and your notices from us.

3.2.5 "Store" means the branded page or storefront on the Platform on which your Listings, your trading name, your seller status, your ratings and your published policies appear.

3.2.6 "Payout" means the amount released from the Escrow Account and paid to your verified bank account for a completed Order, after the deduction of Commission, fees, refunds, penalties, set-offs and any Reserve.

3.2.7 "Reserve" means an amount of money that we require to be retained from your Payouts, or held back in the Escrow Account, or held by us, as security for refunds, chargebacks, Disputes, penalties, indemnity claims and other amounts you may owe.

3.2.8 "Vendor Content" means all Content you supply to or through the Platform, including Listing text, specifications, photographs, video, logos, trade marks, trade names, store descriptions, policies, message content and reviews you write.

3.2.9 "Restricted Data" means Personal Information about a Buyer that we make available to you in connection with an Order — including the Buyer's name, delivery address, contact telephone number, email address, Order details and delivery instructions — together with any other Personal Information about a Buyer that you obtain through the Platform.

3.2.10 "Marketplace Rules" means the document of that name in the Platform Terms, which is binding on you and forms part of this agreement.

3.2.11 "Payment Terms" means the document of that name in the Platform Terms, which sets out the fee table, the payment flow, the escrow mechanics and the Payout schedule.

3.2.12 "Platform Terms" means the eight documents listed in clause 5.1 of the Terms & Conditions, read together.

3.3 Words in the singular include the plural and the other way round. A reference to a statute is a reference to that statute as amended or replaced from time to time, and includes its regulations. A reference to a person includes a natural and a juristic person. Headings are for convenience only and do not affect interpretation. Where we say "including", we mean "including without limitation". A word defined in the Terms & Conditions and not defined here has the meaning given to it there.

4. Appointment and scope of the right we grant you

4.1 We appoint you as a Vendor on the Platform, and grant you a right that is non-exclusive, revocable, non-transferable and personal to you, to:

4.1.1 create and maintain a Store on the Platform;

4.1.2 list Items for sale through the Platform, in the categories we allow;

4.1.3 conclude contracts of sale directly with Buyers through the Platform;

4.1.4 receive the Order Total for those sales through the Payment Provider and the Escrow Account, in the manner set out in clause 5.5 and the Payment Terms; and

4.1.5 use the Platform's tools — the Vendor Dashboard, messaging, tracking upload, Listing management and reporting — for those purposes and no others.

4.2 The right is non-exclusive. We may appoint any number of other Vendors, including Vendors who sell the same or competing Items. We may ourselves list Items, and we may operate or acquire other marketplaces, sales channels or businesses. You have no right of exclusivity, no protected territory, no protected category and no guaranteed volume of Orders, traffic, impressions, search ranking or sales.

4.3 The right is revocable. We may suspend, restrict or withdraw it under clause 29.

4.4 The right is non-transferable. You may not cede, assign, licence, sub-licence, franchise, sell, rent or share your Vendor Account, your Store or your right to list, and you may not allow another person to trade through your Vendor Account. One person, one Vendor Account, as the Marketplace Rules require.

4.5 We give you no guarantee about the Platform's commercial performance. We do not promise a level of traffic, a search position, a conversion rate, a volume of Orders, a rate of Payouts, uninterrupted availability, or that any particular feature will continue to exist. We may change, add to or remove Platform features, categories, layouts, search and ranking algorithms, and merchandising decisions, at our discretion. Where a change is material to how you trade, we will give you reasonable notice.

4.6 You must at all times comply with this agreement, the Marketplace Rules, the other Platform Terms, and all laws that apply to you and to the Items you sell.

5. What this relationship is, and what it is not

This is the most important clause in this agreement. It defines the legal character of the relationship between you and us, and it decides who is responsible to a Buyer. Read it in full.

5.1 You are an independent contractor

5.1.1 You trade on the Platform for your own account, at your own risk, in your own name and for your own profit. You decide what to list, at what price, on what terms, with what stock, and whether to accept an Order. You bear the cost of your own stock, premises, staff, equipment, insurance, packaging, delivery arrangements, taxes and compliance.

5.1.2 We provide a venue, verification, escrow facilitation, dispute support and the Platform tools. That is the whole of what we provide.

5.2 This is not employment

5.2.1 Nothing in this agreement creates a contract of employment, and you are not our employee, worker, officer or appointee. The Labour Relations Act 66 of 1995, the Basic Conditions of Employment Act 75 of 1997 and the Employment Equity Act 55 of 1998 do not apply between us in respect of your trading on the Platform.

5.2.2 You are not entitled to remuneration, leave, notice pay, severance, a bonus, a pension or provident fund contribution, medical aid, UIF, COIDA cover, or any other employment benefit from us.

5.2.3 We do not deduct PAYE, UIF or SDL from any amount payable to you, and we do not carry your tax. Clause 5.6 deals with your own tax obligations.

5.2.4 You are not subject to our supervision or control in the manner of an employee. The performance standards in clause 12 are contractual quality standards for access to a marketplace, not managerial control over how you work.

5.2.5 If you engage staff, contractors or couriers, they are yours. You indemnify us against any claim brought against us by or in respect of any person you engage, including a claim that they were our employee.

5.3 This is not a partnership or a joint venture

5.3.1 Nothing in this agreement creates a partnership, a joint venture, an association or a common enterprise between you and us. There is no common fund, no sharing of profit and loss in the partnership sense, and no intention to carry on business in common. Commission is a fee for a service, not a share of your profit.

5.3.2 You may not incur any obligation, make any representation, give any warranty or undertake any liability in our name or on our behalf, and you may not hold yourself out as being able to do so.

5.4 This is not a franchise

5.4.1 This agreement is not a franchise agreement as defined in section 1 of the CPA, and Part B of Chapter 2 of the CPA and regulation 2 of the Consumer Protection Act Regulations, 2011 do not apply to it. We do not grant you a business format, a system, a method of trading or a territory. You do not pay us a franchise fee, a royalty or a licence fee for a business system. You trade under your own name and your own brand, not under ours.

5.4.2 We do give you a limited right to use our marks under clause 22.4, purely to identify that you sell on the Platform. That limited right does not make this a franchise.

5.5 Agency — the limited mandate you give us, and its limits

5.5.1 We are not your agent for the sale of an Item. We do not sell the Item, we do not offer it, we do not negotiate the contract of sale, we do not conclude it for you, and we do not warrant the Item. The Listing is your offer. The Order is the Buyer's acceptance of your offer. The contract of sale is between you and the Buyer.

5.5.2 There is one narrow exception, and it exists only because payment runs through the Payment Provider and the Escrow Account. You give us a limited mandate, which you may not revoke while you have an open Listing or an open Order, to do the following and nothing more:

(a) to present the checkout for your Item and to collect the Order Total from the Buyer through the Payment Provider;

(b) to receive that Order Total for your account, and to direct it into the Escrow Account held by the Escrow Provider, so that payment by the Buyer into the Escrow Account discharges the Buyer's obligation to pay you the Purchase Price and the Delivery Charges;

(c) to instruct the Escrow Provider to release, hold, refund or apportion the funds for an Order in accordance with the Platform Terms and with a Dispute determination given under clause 16;

(d) to deduct Commission, fees, refunds, chargeback costs, penalties, Reserves and set-offs from the funds before the Payout reaches you; and

(e) where clause 5.5.5 applies, to issue a tax invoice, credit note or debit note to the Buyer in respect of your supply, as your agent.

5.5.3 The limits of the mandate. The mandate in clause 5.5.2 does not, and is not to be read to:

(a) make us the seller, importer, distributor, producer or supplier of any Item, for the purposes of the CPA or otherwise;

(b) give us title to, possession of, or any real right in any Item;

(c) make us a party to the contract of sale, or liable for your performance of it;

(d) make us liable to the Buyer for the quality, safety, description, fitness or legality of the Item; or

(e) give you any right to bind us, or to represent that we stand behind an Item.

5.5.4 You remain the supplier. For every Order, you are the supplier for the purposes of the CPA (where it applies to you), you are the person who must deliver, you are the person who must honour returns and statutory warranties, and you are the person against whom a Buyer's claim on the contract of sale lies.

5.5.5 Agent invoicing for VAT. Where you are a registered VAT vendor and we issue a tax invoice, credit note or debit note to a Buyer for a supply made by you, we do so as your agent in terms of section 54 of the Value-Added Tax Act 89 of 1991, which deals with supplies made by and to agents. In that case:

(a) the supply is treated as made by you as principal, and the VAT on it is yours to account for to the South African Revenue Service;

(b) we will keep the records that section 54 requires and will make them available to you through the Vendor Dashboard; and

(c) you must give us your correct VAT registration number and your correct trading name as registered, and must tell us immediately if either changes or if you deregister.

5.5.6 [CONFIRM with attorney: the precise agency characterisation adopted in clause 5.5, because it determines (a) the VAT invoicing mechanics under section 54 of the Value-Added Tax Act 89 of 1991 and whether a written agency agreement is required, (b) whether List Secure could be treated as a "supplier" under the Consumer Protection Act 68 of 2008 and so exposed under sections 55, 56 and 61, and (c) whether the collection of the Order Total constitutes a supply by List Secure for VAT purposes. The clause must then be aligned with the Payment Terms and with the Escrow Provider's agreements.]

5.5.7 [CONFIRM: whether List Secure will in fact issue tax invoices to Buyers as agent for Business Vendors who are VAT vendors, or whether each Vendor issues its own tax invoice. The Platform build, the Payment Terms and Annexure A must match the answer.]

5.6 Your own tax

5.6.1 You are responsible for your own tax. This includes income tax under the Income Tax Act 58 of 1962, provisional tax, VAT under the Value-Added Tax Act 89 of 1991, employees' tax for your own staff, customs and excise duties, and any other tax, levy or duty arising from your trading.

5.6.2 You must register with the South African Revenue Service where the law requires it, including registering as a VAT vendor once your taxable supplies exceed the compulsory registration threshold.

5.6.3 You must charge, collect and account for VAT correctly on your supplies, and must display prices as clause 11.6 requires.

5.6.4 We do not give tax advice. Get your own.

5.6.5 [CONFIRM: whether List Secure has, or will have, a third-party reporting obligation to the South African Revenue Service in respect of Vendor sales, and if so what data must be reported, at what frequency, and how Vendors are told about it. This must be disclosed here and in the Privacy Policy.]

6. Business Vendors and Private Vendors

This clause decides which consumer-law obligations apply to you. Declaring the wrong class is a material breach of this agreement.

6.1 Why the distinction matters

6.1.1 The CPA applies to the supply of goods in the ordinary course of business. It generally does not apply to a genuine private, once-off sale between two consumers.

6.1.2 That means a Buyer who buys from a Business Vendor has the section 55 right to safe, good quality goods, the section 56 six-month implied warranty, and the section 61 product liability route. A Buyer who buys from a Private Vendor generally does not, and must rely on the common law of sale instead.

6.1.3 The seven-day cooling-off right in section 44 of ECTA is different: it applies to electronic transactions and therefore applies to Private Vendors as well as Business Vendors, subject to the exclusions in section 42(2) of ECTA. Do not assume that being a Private Vendor exempts you from a cooling-off return.

6.1.4 The escrow protection, the Acceptance Window and the Dispute process apply to every Order on the Platform, whichever class you are in. Those are contractual protections, not statutory rights.

6.2 Business Vendor

6.2.1 You are a Business Vendor if any of the following is true:

(a) you are a company, close corporation, co-operative, trust, partnership or other juristic person, or you trade as a sole proprietor under a trading name;

(b) you acquire Items in order to resell them, whether new or second-hand;

(c) you sell regularly, repeatedly or in volume, or sell with the intention of making a profit from the trade itself rather than from disposing of your own possessions;

(d) you manufacture, produce, assemble, refurbish, repair, import or distribute the Items you sell;

(e) you are registered for VAT, or are required to be;

(f) you are registered with the South African Police Service as a second-hand goods dealer, or are required to be; or

(g) you exceed [INSERT: the sales volume or rand value threshold, per month or per year, above which a Vendor is automatically classified as a Business Vendor].

6.2.2 If you are a Business Vendor you must, in addition to everything else in this agreement:

(a) comply with the CPA in full, as clause 17 sets out;

(b) supply your registered legal name, registration number, trading name, registered address and VAT number where applicable, and display them as required;

(c) hold and maintain every licence, permit, registration and approval your trade requires, including SAPS second-hand goods dealer registration where clause 9 applies;

(d) publish a returns policy that meets or exceeds the Returns & Refunds Policy and the CPA;

(e) issue a valid tax invoice where you are a VAT vendor, or arrange for one to be issued under clause 5.5.5;

(f) keep the records that the Companies Act 71 of 2008, the Income Tax Act 58 of 1962, the Value-Added Tax Act 89 of 1991 and the Second-Hand Goods Act 6 of 2009 require of you; and

(g) meet the performance standards in clause 13.

6.3 Private Vendor

6.3.1 You are a Private Vendor only if all of the following are true:

(a) you are a natural person;

(b) you are selling your own used or unwanted personal or household possessions;

(c) you did not acquire the Item in order to resell it;

(d) you sell occasionally and not in the ordinary course of business; and

(e) you do not exceed the threshold in clause 6.2.1(g).

6.3.2 If you are a Private Vendor:

(a) you must still be truthful, must still describe the Item accurately, must still disclose defects, and must still have lawful title to what you sell;

(b) you must still honour the seven-day cooling-off right under section 44 of ECTA where it applies;

(c) you must still honour a Dispute determination and the escrow rules;

(d) you remain liable for a misrepresentation and for the deliberate concealment of a defect you knew about, even where the Item is sold "voetstoots"; and

(e) you may not sell Items that require a licence, permit or registration you do not hold.

6.3.3 A Private Vendor may not use the private class to escape the CPA. Selling as a business while registered as a private seller is a material breach, and clause 6.5 explains what we will do about it.

6.4 Your declaration, and your duty to tell us when it changes

6.4.1 You must declare your class truthfully at onboarding, in the declaration in Annexure B, and you warrant that the declaration is true when made.

6.4.2 You must tell us within [INSERT: number] Business Days if your class changes, or if any of the triggers in clause 6.2.1 becomes true for you. Use the Vendor Dashboard or write to support@listsecure.co.za.

6.4.3 We may ask you at any time for information or documents to test your class — sales records, purchase invoices, tax records, a SARS registration confirmation or a business registration document — and you must supply them within [INSERT: number] Business Days.

6.5 Display of status, and re-classification

6.5.1 Your class is displayed to Buyers. Your seller status — "Business seller" or "Private seller" — is shown on every Listing and on your Store, so that a Buyer can tell what statutory rights they have before they buy.

6.5.2 [CONFIRM: that the Platform in fact displays, on every Listing and on every Store, whether the Vendor is a Business Vendor or a Private Vendor, and that the field is driven by the Vendor's declared class. If it does not, this must be built before publication — a Buyer cannot know what rights they have unless the status is disclosed, and publishing this clause while the Platform does not display the status would itself risk being a false or misleading representation under section 41 of the CPA.]

6.5.3 We may re-classify you. Where the evidence shows that you are trading as a business, we may re-classify your Vendor Account as a Business Vendor, with effect from the date we notify you. We will give you written reasons and you may appeal under clause 29.6.

6.5.4 Re-classification is not retrospective in the sense of creating rights that did not exist, but it does not protect you: if you were in truth trading in the ordinary course of business, the CPA applied to those past sales whatever your account said. A false class declaration is a material breach of this agreement, may amount to a false representation under section 41 of the CPA, and may result in suspension, termination, recovery of our losses and a report to the relevant authority.

6.5.5 You indemnify us against any claim, penalty, fine or cost we suffer because you declared the wrong class.

7. Onboarding, verification and KYC

7.1 Why we verify

7.1.1 We verify Vendors to reduce the risk of fraud, stolen goods, identity theft, money laundering and non-delivery, and to meet our own legal obligations.

7.1.2 Verification reduces risk. It does not eliminate it. Being verified is not a guarantee, an endorsement or a warranty by us of you, your Store, your Listings or your Items. You must not represent to a Buyer that it is, and you must not use the word "guaranteed", "certified by List Secure", "approved by List Secure" or anything similar about your Items.

7.2 What you must supply

7.2.1 Every Vendor must supply:

(a) full names and surname exactly as they appear on the identity document;

(b) a South African identity document, smart ID card or valid passport (for a non-South African, a valid passport together with [CONFIRM: which permits or visas List Secure will accept as proof of the right to trade in South Africa]);

(c) proof of address not older than three months — a municipal rates or utility account, a bank statement, a lease agreement, an insurance policy schedule or a SARS correspondence document;

(d) a bank confirmation letter issued by the bank, in the Vendor's own name, confirming the account holder, the account number, the branch code and the account type;

(e) a contact mobile number and email address, each of which we will verify;

(f) a SARS tax number, and, where we require it, a SARS tax clearance status confirmation or tax compliance status PIN; and

(g) the declarations in Annexure B.

7.2.2 A Business Vendor must, in addition, supply:

(a) company registration documents — the CIPC registration certificate (CoR 14.3), the notice of incorporation, or the close corporation founding statement, and a current CIPC disclosure certificate showing the registered address and the active directors or members;

(b) identity documents and proof of address for every director, member, trustee or partner, and for every beneficial owner holding [INSERT: beneficial ownership percentage threshold] or more;

(c) a resolution or written mandate authorising the natural person who accepts this agreement to bind the entity;

(d) a VAT registration certificate (VAT 103) where the Vendor is a registered VAT vendor, and a written statement of the reason where it is not;

(e) a B-BBEE certificate or sworn affidavit, where the Vendor holds one — this is not a condition of approval, and a Vendor without one is not disadvantaged in approval, but we may collect it for reporting and for Buyers who need it;

(f) the SAPS second-hand goods dealer registration certificate and number, where clause 9 applies;

(g) any industry licence, permit, registration or approval that the Items require — see clause 17.4; and

(h) [INSERT: any further document required of a trust, a partnership or a foreign entity — for example the trust deed and letters of authority, the partnership agreement, or foreign registration documents].

7.2.3 Every document must be legible, current, unaltered and in the Vendor's own name. We may require certified copies or originals for inspection.

7.3 The checks we run

7.3.1 Identity verification through Verify ID. We use Verify ID to verify your identity against the South African National Population Register and other authorised sources, to validate your identity number, to confirm your name and date of birth, and to validate the documents you upload.

7.3.2 Biometric and liveness verification. We may require you to take a live selfie or complete a short liveness check, and we may compare that image against the photograph on your identity document, using facial-comparison technology. A facial image used for identity verification is biometric information, and biometric information is special personal information under section 26 of POPIA. We process it in reliance on section 27 of POPIA and on your explicit consent, only for identity verification and fraud prevention, and the Privacy Policy explains this, including how long we keep it.

7.3.3 Bank account verification. We verify that the bank account you supply exists, is active, and belongs to you or to the entity you represent, through an account verification service.

7.3.4 Company and director checks. For a Business Vendor we verify the entity against CIPC records, confirm its status, and check its directors or members.

7.3.5 Sanctions and adverse-media screening. We screen you, your directors, members, trustees, partners and beneficial owners against domestic and international sanctions lists, terrorist financing lists, politically exposed person lists and adverse-media sources, at onboarding and on an ongoing basis.

7.3.6 Device, address and behavioural risk checks, and checks against our own records of previously removed accounts.

7.3.7 Manual human review. A person reviews Vendor applications, and reviews any application that an automated check flags. You may ask for human review of any automated decision, as section 71 of POPIA allows, and clause 29.6 explains how.

7.3.8 We may use other verification providers. The Privacy Policy lists our Operators and the countries to which data may be transferred.

7.4 Re-verification

7.4.1 We may re-verify you at any time, and we may require you to re-supply, refresh or confirm any document or data point.

7.4.2 You must complete a periodic re-verification every [INSERT: re-verification frequency — for example every 12 or 24 months], and within [INSERT: number] Business Days of any of the following:

(a) a change in your identity, name, trading name, registered address or contact details;

(b) a change in your directors, members, trustees, partners or beneficial owners;

(c) a change in your bank account;

(d) a change of Vendor class under clause 6.4;

(e) the expiry, lapse, suspension or withdrawal of any licence, permit or registration, including SAPS second-hand goods dealer registration;

(f) a material change in the type or value of Items you sell; or

(g) our written request.

7.4.3 You must tell us within [INSERT: number] Business Days if you, a director, a member, a trustee, a partner or a beneficial owner is placed under an administration order, is sequestrated or liquidated, is placed under business rescue, is disqualified from acting as a director, is convicted of an offence involving dishonesty, or becomes the subject of a criminal investigation relating to goods, fraud or money laundering.

7.5 What happens if verification fails or lapses

7.5.1 We may decline a Vendor application without giving detailed reasons where doing so would prejudice a fraud investigation or breach a legal obligation. Otherwise we will give reasons.

7.5.2 Where verification fails, lapses or is not completed by the date we set, we may, in a manner proportionate to the risk:

(a) restrict your Listings, your Order value, your categories or your Payouts;

(b) hide your Store from search;

(c) suspend the Vendor Account until verification is complete;

(d) hold a Payout under clause 15, subject to the maximum hold period there; or

(e) terminate this agreement under clause 29.

7.5.3 We will not hold funds indefinitely because verification has lapsed. Where funds are held for that reason only, and you complete verification, we will release them in the ordinary Payout cycle. Where you do not complete verification, clause 15.9 explains what happens to the funds.

7.5.4 Providing a false, forged or altered document, or another person's identity document, is a material breach, is fraud, and may be an offence under the Cybercrimes Act 19 of 2020. We will terminate the Vendor Account, hold funds pending investigation, and report the matter to the South African Police Service.

8. FICA-aligned controls

8.1 We apply customer due diligence, ongoing monitoring and record-keeping controls aligned to the Financial Intelligence Centre Act 38 of 2001 ("the FIC Act"), because they are good practice for a marketplace that facilitates payment, and because they reduce the risk of the Platform being used to launder the proceeds of crime.

8.2 [CONFIRM with attorney: whether List Secure falls within Schedule 1 of the FIC Act as an accountable institution. This clause is drafted on the basis that it applies FICA-aligned controls as a matter of practice, and does not assert accountable-institution status. If the attorney concludes that List Secure is an accountable institution, this clause, the Privacy Policy and the Terms & Conditions must be rewritten to reflect a Risk Management and Compliance Programme, registration with the Financial Intelligence Centre, and the full statutory reporting obligations.]

8.3 Risk-based due diligence. We apply due diligence proportionate to the risk you present, taking into account your Vendor class, the Items you sell, the value and volume of your sales, your payout patterns, your location, and the outcome of the screening in clause 7.3.5. Higher risk means more documents, more frequent re-verification, lower limits, or a Reserve.

8.4 Ongoing monitoring. We monitor Orders, Payouts, Listings, cancellations, refunds and account behaviour for patterns that suggest structuring, layering, self-dealing, fee avoidance, mule activity, stolen goods or the movement of value rather than the sale of goods. You agree that we may do so.

8.5 Record-keeping. We keep your identity and verification records, your transaction records, and the records of any enquiry or report, for at least five years from the end of the relationship or the date of the transaction, whichever is later, or for longer where another law requires it. You must keep your own records of acquisitions, sales, invoices and Buyer transactions for at least five years, and must produce them to us within [INSERT: number] Business Days of a written request.

8.6 Cooperation with reporting obligations. Where we, or a provider in the payment chain, have an obligation to make a report to the Financial Intelligence Centre, the South African Police Service, the South African Revenue Service, the Information Regulator or another authority, you must cooperate fully and promptly, and must supply the information and documents we reasonably ask for.

8.7 No tipping off. Where we have made, or are considering making, a report to an authority about you, an Order or an Item, we will not tell you, and we are not obliged to tell you. Telling you could defeat the purpose of the report and could itself be an offence. You must likewise not warn any person who is the subject of an enquiry we are making. This clause overrides any right to reasons or to notice elsewhere in this agreement, but only to the extent necessary and only for as long as necessary.

8.8 Where you are an accountable institution under Schedule 1 of the FIC Act, you must meet your own obligations under that Act, including registration, a Risk Management and Compliance Programme, customer due diligence, record-keeping and reporting. That is your responsibility, not ours, and you indemnify us against any consequence of your failure to meet it.

9. Second-hand goods — the Second-Hand Goods Act 6 of 2009

This clause is a standalone compliance obligation and one of the most commonly missed obligations in South African resale. Dealing in second-hand goods as a business without registering with the South African Police Service is a criminal offence. Read this clause in full even if you think it does not apply to you.

9.1 Lawful title — every Vendor, every Item

9.1.1 You warrant, on each Listing and again on each Order, that:

(a) you are the lawful owner of the Item, or are duly authorised in writing by the lawful owner to sell it;

(b) you are entitled to pass free and undisturbed possession and full ownership of the Item to the Buyer;

(c) the Item is not stolen, misappropriated, hijacked, obtained by fraud, obtained by false pretences, the subject of an insurance claim, the subject of a hire-purchase, instalment sale, credit or lease agreement that is not settled, or subject to any lien, pledge, notarial bond, attachment or other person's right; and

(d) no identifying mark on the Item — an IMEI, a serial number, a VIN, an engine number, a chassis number, a hallmark or a manufacturer's plate — has been removed, altered, defaced, obliterated or obscured.

9.1.2 You must be able to prove where you got the Item. Keep the invoice, the till slip, the proof of payment, the original packaging or the previous owner's details. You must produce that proof to us within [INSERT: number] Business Days of a written request. If you cannot, we may remove the Listing, cancel the Order, refund the Buyer, hold your funds, suspend the Vendor Account and report the matter to the South African Police Service.

9.1.3 The warranty in clause 9.1.1 is given afresh every time you list and every time you accept an Order. It survives the completion of the Order and the termination of this agreement.

9.2 Registration as a second-hand goods dealer

9.2.1 The Second-Hand Goods Act 6 of 2009 applies to a person who carries on business as a dealer in second-hand goods. It does not ordinarily apply to a genuine private person selling their own used possessions.

9.2.2 If you are a Business Vendor and you deal in second-hand goods, you warrant that:

(a) you are registered with the South African Police Service as a dealer in second-hand goods, and that your registration was validly granted;

(b) your registration is valid and current, and has not lapsed, been suspended, been cancelled or been withdrawn (registration under the Act is valid for five years and must be renewed);

(c) you will supply your SAPS registration number and a legible copy of your certificate of registration to us at onboarding and again within [INSERT: number] Business Days of any written request;

(d) you will tell us within [INSERT: number] Business Days if your registration lapses, is suspended, is cancelled, is withdrawn, or is made subject to a condition;

(e) you trade only from premises in respect of which you are registered, where the Act requires registered premises; and

(f) you comply with every other requirement of the Act, its regulations and any condition attached to your registration.

9.2.3 Where you are required to be registered and you are not, you must not list second-hand goods on the Platform. Listing them is a material breach of this agreement and may be a criminal offence.

9.2.4 Onboarding field. Your SAPS second-hand goods dealer registration number must be supplied in the onboarding field [INSERT: field name — the exact name of the Platform onboarding field in which a Vendor supplies its SAPS second-hand goods dealer registration number, for example "SAPS Second-Hand Goods Dealer Registration Number"], together with an upload of the certificate. The field is mandatory for any Business Vendor who selects a second-hand condition grade or a second-hand category.

9.2.5 [CONFIRM: whether the Platform requires, stores and verifies a SAPS second-hand goods dealer registration number for Business Vendors trading in used goods, and how the certificate expiry date is tracked so that a lapsed registration is detected. If this is not built, it must be built before publication — the exposure sits with both the Vendor and the Platform.]

9.3 The register you must keep

9.3.1 If the Act requires you to keep a register, you warrant that you keep it in the prescribed form, and that you keep it for at least five years. The register must record, for every acquisition and every disposal:

(a) the date and time of the acquisition or disposal;

(b) a full description of the goods, including make, model, size, colour and distinguishing features;

(c) the IMEI number of any communication equipment, and the serial number of any other equipment that carries one;

(d) the VIN, chassis number and engine number of any vehicle, and the registration number where it has one;

(e) the price paid or received;

(f) the full names, identity number, residential address and contact details of the person from whom the goods were acquired or to whom they were disposed, and the manner in which that person's identity was verified; and

(g) any other particular the Act or its regulations require.

9.3.2 You must produce the register, and the certificate of registration, to a police official on demand, as the Act requires. You must also produce them to us, or to an auditor we appoint, within [INSERT: number] Business Days of a written request.

9.4 Acquisition rules you must observe

9.4.1 You must not acquire second-hand goods from a person under the age of 18. The Act prohibits it. You must verify the age and identity of every person from whom you acquire goods, and must record how you did so.

9.4.2 You must observe the statutory holding period. You must not alter, dismantle, strip, melt down, destroy, re-manufacture or dispose of second-hand goods you have acquired before the holding period prescribed by the Act has run, and you must not do so at all where a police official has given a direction to the contrary.

9.4.3 A Listing that would breach clause 9.4.2 may not be published. Where you list an Item within the holding period, we may hold the Listing until the period has run.

9.4.4 You must not acquire goods where the identifying marks have been removed or altered, and you must report to the South African Police Service any goods offered to you that you reasonably suspect are stolen.

9.5 Our audit right

9.5.1 We may audit your compliance with this clause 9, ourselves or through a person we appoint, on [INSERT: number] Business Days' written notice, or without notice where we reasonably suspect that Items on the Platform are stolen or that your registration has lapsed.

9.5.2 An audit may include a request for your registration certificate, an extract of your register, proof of title for named Items, purchase invoices, and a written explanation of your sourcing.

9.5.3 You must cooperate with an audit and must supply what we ask for within the time we set, which will be reasonable.

9.5.4 An audit is at our own cost, unless the audit establishes a material breach of this clause 9, in which case you must reimburse our reasonable audit costs on demand.

9.6 Suspension and reporting for non-compliance

9.6.1 We may immediately remove a Listing, suspend or restrict your Vendor Account, hold your Payouts and terminate this agreement where:

(a) you cannot produce a valid SAPS registration when required to hold one;

(b) your registration has lapsed, been suspended, been cancelled or been withdrawn;

(c) you cannot produce the register or proof of title;

(d) we reasonably suspect that an Item is stolen; or

(e) you have breached clause 9.4.

9.6.2 We will report suspected stolen goods to the South African Police Service, on our own initiative, and we will cooperate fully with law enforcement. Clause 5.3 of the Marketplace Rules sets out that process, and clause 8.7 of this agreement (no tipping off) applies.

9.6.3 We may notify the registered owner of an Item, an insurer or a rights holder where we reasonably believe the Item is theirs.

9.7 Indemnity

9.7.1 You indemnify us, and hold us harmless, against every claim, demand, action, prosecution, fine, penalty, administrative sanction, loss, damage, cost and expense (including reasonable legal costs on the attorney and own client scale) that we suffer or incur arising out of or in connection with:

(a) any breach by you of this clause 9;

(b) any Item you list, sell, acquire or dispose of that is stolen, misappropriated or subject to another person's rights;

(c) your failure to be registered, or to remain registered, as a second-hand goods dealer where the law requires it;

(d) your failure to keep, or to produce, the prescribed register; or

(e) any claim by a person who says they are the lawful owner of an Item you sold.

9.7.2 This indemnity survives the termination of this agreement.

10. Your Vendor Account, your Store and security

10.1 We create a Vendor Account for you on approval. The Vendor Account and the Vendor Dashboard are the only channels through which you may manage Listings, receive Orders and communicate with Buyers about an Order.

10.2 One person, one Vendor Account. You may not open or control a second Vendor Account without our prior written consent, and you may not open one to escape a suspension, a restriction, a payout hold, a Reserve, a negative rating or a fee. We link accounts using identity, device, address, banking and behavioural signals, and where we find linked accounts we may act against all of them.

10.3 Your Store. Your Store must carry your true trading name, your seller status under clause 6.5, and, where you are a Business Vendor, the business information the law requires you to display. Your Store must not carry contact details, external links, other marketplaces' branding, or anything that invites a Buyer off the Platform.

10.4 Security of your credentials. You must keep your Vendor Account credentials confidential, must use a strong and unique password, and must enable multi-factor authentication where we offer it. You are responsible for everything done through your Vendor Account. Tell us immediately at support@listsecure.co.za if you suspect unauthorised access.

10.5 You must keep the information on your Vendor Account accurate and current, including your legal name, trading name, address, contact details, banking details, VAT status, licences and Vendor class.

10.6 We may suspend or restrict your access to the Vendor Dashboard where we reasonably suspect unauthorised access, compromise, fraud or a serious breach of this agreement. We will tell you why, unless clause 8.7 applies.

11. Listing obligations

11.1 Accuracy. Every Listing must be accurate, complete and honest. The Item you dispatch must be the Item in the Listing, in the condition stated, with everything the Listing says is included. A false or misleading description is a breach of this agreement, and where you are a Business Vendor it may be a false, misleading or deceptive representation under section 41 of the CPA.

11.2 Condition grading. You must apply one of the condition grades in clause 4.3 of the Marketplace Rules — New; New -- open box; Excellent; Good; Fair; For parts / not working — and you must apply it honestly. The grades are defined in the Marketplace Rules and this agreement does not repeat them; the Marketplace Rules govern. A grade is not a substitute for disclosure.

11.3 Disclosure of defects and history. You must disclose every known fault, defect and functional limitation, every instance of damage, every repair or refurbishment, every non-original or replaced component, every missing part or accessory, the warranty position, any network, account, region or activation lock, whether the Item is a display, demonstration, ex-rental, ex-lease or returned unit, and the battery condition where relevant. Clause 4.4 of the Marketplace Rules sets out the full list and it is binding on you. Concealing a known defect may make you liable even where the Item is sold "as it stands".

11.4 Your own photographs. Images must be your own photographs of the actual Item you are selling. You may not use a manufacturer's stock image, another Vendor's image, an image taken from the internet, or a photograph edited to hide a defect. Images must not contain contact details, watermarks with your details, another person's face, a child, an identity document, a bank card, a vehicle registration number or another person's Personal Information. Clause 4.2 of the Marketplace Rules applies.

11.5 Correct categorisation. List the Item in the correct category from those we offer: Appliances; Baby & Maternity; Beauty & Personal Care; Computers & Laptops; Electronics; Fashion & Clothing; Gaming; Kids & Toys; Outdoor & Garden; Pet Supplies; Sports & Fitness. Keyword stuffing, duplicate Listings and the use of another Vendor's brand to attract traffic are prohibited.

11.6 Pricing and VAT.

11.6.1 You set your own prices. We do not set them and we do not require you to charge a particular price.

11.6.2 Every price you display to a Buyer must be the full price the Buyer will pay for the Item, inclusive of VAT where you are a registered VAT vendor. You may not add VAT at checkout, and you may not display a VAT-exclusive price to a consumer.

11.6.3 You may not display a hidden, additional or surprise charge. Delivery Charges must be shown separately and accurately before checkout, as the Shipping Policy requires.

11.6.4 You may not list an Item at a nominal price and collect the balance off the Platform, and you may not shift value from the Purchase Price into an inflated Delivery Charge in order to reduce Commission. Clause 9 of the Marketplace Rules deals with fee avoidance and we may recover the Commission we would have earned as a debt.

11.6.5 A displayed price binds you. Where you display an incorrect price, clause 8.3 of the Terms & Conditions governs what happens. You may not simply cancel a low-priced Order at will; a pattern of doing so counts against your cancellation rate under clause 13.

11.6.6 A price comparison, a "was" price or a discount claim must be true and must be capable of substantiation, or it may be a false representation under section 41 of the CPA.

11.7 Stock accuracy. You may only list an Item you actually have, or that you can lawfully supply within the stated lead time. Where an Item is made or sourced to order, the Listing must say so and must state the lead time. You must keep quantities current and must remove or deactivate a Listing as soon as the Item is no longer available. Repeated cancellations for "out of stock" are a performance failure under clause 13.

11.8 No off-platform solicitation. You must not include in a Listing, an image, a message, an invoice, a packing slip, a package insert or a review response:

(a) a telephone number, WhatsApp number, email address, social media handle or messaging identifier;

(b) a link or reference to your own website, another marketplace, another store or any external page;

(c) a bank account number or any alternative payment instruction; or

(d) any invitation, hint or inducement to transact off the Platform, now or in future.

Contact details shared for a genuine delivery or collection arrangement, after the Order has been paid into escrow, are permitted. Clause 24 and clauses 8 and 9 of the Marketplace Rules apply.

11.9 Prohibited and restricted Items. You must not list any Item prohibited by clause 6 of the Marketplace Rules, and you may list an Item restricted by clause 7 of the Marketplace Rules only if you meet the stated conditions, hold every licence required, and make the stated disclosure. The prohibitions include, and are not limited to, Items prohibited or restricted under the Firearms Control Act 60 of 2000, the Explosives Act 15 of 2003, the Medicines and Related Substances Act 101 of 1965, the Drugs and Drug Trafficking Act 140 of 1992, the Tobacco Products Control Act 83 of 1993, the Liquor Act 59 of 2003, the National Environmental Management: Biodiversity Act 10 of 2004, the Animals Protection Act 71 of 1962 and the Animal Improvement Act, the National Health Act 61 of 2003, the Films and Publications Act 65 of 1996, the Precious Metals Act 37 of 2005 and the Diamonds Act 56 of 1986. If you are not sure, ask us before you list. Asking first is never held against you.

11.10 IMEI, serial numbers and device locks. You must record the IMEI of every mobile phone, tablet, smart watch, modem, router and other communication device, and the serial number of other electronics that carry one, in the field provided. The number must not be removed, altered or obscured. You must disclose network-lock status, must remove your own account and activation locks before dispatch, and must factory reset and wipe your own Personal Information from a device before you send it. Clause 4.6 of the Marketplace Rules applies in full.

11.11 Intellectual property warranties. You warrant that:

11.11.1 you own, or are licensed to use, everything in your Listing — the text, the images, the video, the trade marks, the logos and the specifications;

11.11.2 your Listing and your Item do not infringe any patent, trade mark, copyright, design, trade secret, personality right or other right of any person;

11.11.3 you have the right to sell the Item under the relevant brand, and that any resale is lawful; and

11.11.4 you will not use another person's trade mark, brand name, product images or copy without the right to do so.

11.12 Counterfeit goods. You must not list, offer, sell, possess for sale, import, export or dispose of counterfeit goods. Dealing in counterfeit goods is an offence under the Counterfeit Goods Act 37 of 1997 and infringes rights under the Trade Marks Act 194 of 1993 and the Copyright Act 98 of 1978. You must not list a replica, a copy, an unauthorised reproduction, a "master copy", a "AAA" item, or goods bearing a mark applied without the rights holder's authority. Where we reasonably suspect counterfeit goods we will remove the Listing, may cancel the Order and refund the Buyer, may hold your funds, may suspend or remove your Vendor Account, and may notify the rights holder, the South African Police Service and the relevant inspector under the Counterfeit Goods Act. You indemnify us against every claim arising from a counterfeit or infringing Item.

11.13 Takedowns. We may remove, hide, edit or suspend any Listing that breaches this agreement, the Marketplace Rules or the law, or that is the subject of a valid takedown notification under section 77 of ECTA. Clause 17.3 of the Terms & Conditions sets out the takedown process. Repeat infringement will end your Vendor Account.

11.14 Reviews and ratings. You may not write, buy, sell, exchange or solicit a fake review, may not offer anything of value in exchange for a positive review or the removal of a negative one, may not pressure or harass a Buyer over a review, and may not review your own Listing. Clause 9.3 of the Marketplace Rules applies.

12. Order fulfilment and delivery

12.1 Acceptance of an Order. When a Buyer places an Order and the funds are received into the Escrow Account, you must confirm or decline the Order in the Vendor Dashboard within [INSERT: number] Business Days. A failure to respond counts as a cancellation by you and is recorded against your cancellation rate.

12.2 Dispatch. You must dispatch a confirmed Order within [INSERT: dispatch window] Business Days of the Order being confirmed and the funds being received into the Escrow Account, unless the Listing states a longer, clearly disclosed lead time for a made-to-order or sourced-to-order Item.

12.3 Statutory delivery deadlines. Section 46 of ECTA requires performance within 30 days of the Order where no other period is agreed. Section 19 of the CPA, where it applies, requires delivery at the agreed date, time and place, and the risk in the Item passes to the Buyer on delivery, not before. Until delivery, the risk is yours: if the Item is lost, stolen or damaged in transit, that is your loss and not the Buyer's.

12.4 Packaging standards. You must package every Item so that it survives ordinary courier handling. That means:

12.4.1 packaging appropriate to the Item's weight, fragility and value, with adequate internal cushioning and no movement inside the box;

12.4.2 a new or structurally sound outer carton, properly sealed, with all previous labels removed;

12.4.3 fragile, liquid, battery-powered and electronic Items packed in accordance with the courier's requirements and any applicable dangerous goods rules — a lithium battery must be declared and packed as the courier requires;

12.4.4 the Item's own retail packaging protected, where the Listing says the retail packaging is included;

12.4.5 no packaging that carries your contact details, your website, another marketplace's branding, or an invitation to transact off the Platform; and

12.4.6 the correct delivery address and Order reference clearly marked.

12.5 Tracking. You must upload the courier name, the tracking number and the collection or dispatch date to the Vendor Dashboard on the day of dispatch, and in any event within [INSERT: number] Business Day(s). A tracking number must be genuine, must relate to the actual Order, and must be capable of being tracked by the Buyer. Uploading a false, recycled or unrelated tracking number is fraud, is a material breach, and will result in immediate removal.

12.6 Delivery performance. You must:

12.6.1 use a courier able to provide tracking and proof of delivery;

12.6.2 deliver to the address the Buyer gave, and not to a different address without the Buyer's written instruction through the Platform;

12.6.3 keep the Buyer informed of a delay through Platform messaging;

12.6.4 keep proof of collection and proof of delivery for at least [INSERT: number] months, and produce it on request; and

12.6.5 deal with the courier yourself in respect of a loss, a delay or damage in transit — the Buyer's claim is against you, and your claim is against your courier.

12.7 Collection Orders. Where the Listing allows collection in person, clause 11 of the Marketplace Rules governs the meeting, and you must still record the handover in the Platform.

12.8 Cancellations by you.

12.8.1 You may cancel a confirmed Order only where you genuinely cannot supply the Item — for example, it has been damaged, lost or sold in error — and you must tell the Buyer why through the Platform on the same day.

12.8.2 Your cancellation rate must not exceed [INSERT: maximum cancellation rate — percentage of Orders in a rolling measurement period].

12.8.3 You may not cancel because the price was too low, because you found a better offer, because you want to sell off the Platform, or to avoid Commission. That is a material breach and is dealt with under clause 13 and clause 29.

12.8.4 Where you cancel, the Buyer is refunded the Order Total in full from escrow, and we may charge you the costs we or the Buyer incur as a result. [INSERT: whether a Vendor Cancellation Fee is charged, and the amount or percentage — this must match the fee table in clause 7.2 of the Payment Terms].

12.9 Failed and refused deliveries. Where a delivery fails because the Buyer gave a wrong address or was unavailable, tell us through the Vendor Dashboard. The Shipping Policy governs what happens to the Delivery Charges.

12.10 Load-shedding, courier delay and other disruption. A delay caused by an event described in clause 28 is not a breach by you, provided you tell the Buyer and us promptly and take reasonable steps to reduce the delay. It may still entitle the Buyer to cancel under section 46 of ECTA or clause 12.3.

13. Performance standards and service levels

This clause sets the standards you must meet to keep selling on the Platform. The consequences are graduated, proportionate and appealable.

13.1 We measure your performance over a rolling measurement period of [INSERT: length of the rolling measurement period — for example 30, 60 or 90 days], and only once you have completed at least [INSERT: minimum number of Orders before a metric is applied] Orders in that period. Below that number, a single bad Order would distort the measurement and we will not act on the metric alone.

13.2 The standards.

13.3 [CONFIRM: all of the thresholds in the table in clause 13.2, and that they are achievable by a small Vendor selling low volumes. A threshold that a reasonable small Vendor cannot meet, coupled with a penalty, is the kind of term that may be attacked as unfair, unreasonable or unjust under section 48 of the CPA where the Vendor is a natural person or a small business.]

13.4 Your live performance is always visible to you in the Vendor Dashboard, with the underlying Orders, so that you can see how a metric was calculated before we act on it.

13.5 Graduated consequences. Where you fall below a standard, we will normally act in the following order, and how far up we start depends on how serious the shortfall is, how long it has continued, whether Buyers were harmed and what your record is:

Step 1 — Notice and coaching. We tell you which metric you missed, show you the affected Orders, and give you [INSERT: number] Business Days to improve. Most shortfalls end here.

Step 2 — Performance plan. We agree a written improvement plan with a review date.

Step 3 — Reduced visibility. We reduce your search ranking or merchandising exposure while the shortfall continues.

Step 4 — Listing or category limits. We cap your active Listings, your Order values, or the categories you may list in.

Step 5 — Reserve. We apply a Reserve under clause 15.6, proportionate to the risk, and release it as performance recovers.

Step 6 — Payout hold. We hold Payouts under clause 15.5 for the maximum period in clause 15.7, where the shortfall creates a real risk of refunds or chargebacks.

Step 7 — Suspension. We suspend your ability to list, for a stated period or until a stated condition is met.

Step 8 — Termination. We terminate this agreement under clause 29.

13.6 We may move straight to Step 7 or Step 8, without the earlier steps, only where the conduct is serious — fraud, false tracking, stolen or counterfeit goods, a prohibited Item, a safety risk, a threat to a Buyer, or a deliberate and repeated breach.

13.7 Proportionality. Any action we take must be proportionate to the shortfall, must take account of the reason for it, and must take account of matters outside your control — a courier failure, load-shedding, a natural disaster, illness, or a Buyer acting in bad faith. Tell us about such a matter at the time and we will take it into account.

13.8 Written reasons. We will give you written reasons for any action under this clause, identifying the metric, the measurement period and the affected Orders.

13.9 Appeal. You may appeal any action under this clause under clause 29.6. A person will review the appeal, not an automated system.

13.10 Excluded Orders. We will exclude from a metric any Order where the failure was caused by us, by the Payment Provider, by the Escrow Provider, by a courier failure you can evidence, or by a Buyer's proven bad faith, and any Dispute determined in your favour.

13.11 Recognition. Where you consistently exceed the standards we may give you additional exposure, badges or features. Any such benefit is discretionary, is not a contractual right, and may be withdrawn.

14. Commission and fees

14.1 Where the numbers live. The fee table — the Commission rate or rates, the Listing Fee, the Subscription Fee, the Promoted Listing Fee, the Payment Gateway Fee, the Escrow Fee, the Payout Fee, the Vendor Cancellation Fee and the Chargeback Administration Fee — is set out in clause 7.2 of the Payment Terms. This agreement does not repeat the figures, so that there is one authoritative fee table and no possibility of two documents disagreeing. The Payment Terms are binding on you and form part of this agreement.

14.2 What Commission is. Commission is the fee you pay us for the service we provide: the Platform, the Store, the Listing tools, verification, escrow facilitation, dispute handling, payment facilitation, and Buyer support. It is a fee for a service. It is not a share of your profit and it does not make us a partner in your business.

14.3 How Commission is calculated.

14.3.1 Commission is calculated as the applicable percentage set out in the Payment Terms, applied to the Purchase Price of each completed Order.

14.3.2 [CONFIRM: whether Commission is charged on the Purchase Price (the Item price excluding Delivery Charges) or on the Order Total (including Delivery Charges and fees). The choice must be the same in this agreement, in the Payment Terms and in the Platform build. Charging on the Order Total earns more but creates an incentive to shift value into the Delivery Charge, and must be disclosed very plainly to avoid a section 41 CPA complaint from Vendors who are themselves consumers.]

14.3.3 Where the Payment Terms set a minimum or maximum Commission, or a different rate by category, that applies.

14.3.4 Commission is calculated per Order line, and is rounded to the nearest cent.

14.4 When Commission accrues and becomes payable.

14.4.1 Commission accrues when the Order is completed — that is, when the Buyer confirms acceptance, or the Acceptance Window closes without a Dispute, or a Dispute determination releases the funds to you.

14.4.2 Commission becomes payable at that moment, and is deducted from the funds before the Payout is made to you. You authorise that deduction. Clause 5.5.2(d) contains the mandate.

14.4.3 Where an Order is cancelled before dispatch, or is refunded in full to the Buyer, no Commission is payable and any Commission already deducted is credited back to you. [CONFIRM: whether the Payment Gateway Fee and the Escrow Fee are also reversed on a full refund, or whether those third-party costs are borne by the Vendor. The answer must match clause 7.4.3 of the Payment Terms.]

14.4.4 Where an Order is partially refunded, Commission is recalculated on the reduced Purchase Price and the difference is credited back to you.

14.4.5 Where a refund is made because of your breach, we may recover the third-party costs we actually incur.

14.5 VAT on Commission.

14.5.1 Where we are a registered VAT vendor, Commission and every other fee we charge you are exclusive of VAT, and VAT is added at the rate prescribed by the Value-Added Tax Act 89 of 1991 from time to time.

14.5.2 We will issue you a valid tax invoice for Commission and fees, available in the Vendor Dashboard, containing the particulars section 20 of the Value-Added Tax Act 89 of 1991 requires.

14.5.3 Where you are a registered VAT vendor, you may claim the input tax on that invoice if the law allows it. That is a matter between you and the South African Revenue Service.

14.5.4 VAT on your own sales is your responsibility, and clause 5.6 applies.

14.5.5 [INSERT: VAT number, or delete this line if not VAT-registered] — and [CONFIRM: whether List Secure is a registered VAT vendor as at the effective date. If it is not, clause 14.5.1 and 14.5.2 must be amended and the fee table must say that fees are not subject to VAT.]

14.6 Other amounts you may owe us. In addition to Commission, you may owe us:

14.6.1 the fees in the Payment Terms;

14.6.2 refunds we have funded on your behalf;

14.6.3 chargeback amounts and chargeback handling costs;

14.6.4 penalties or charges expressly provided for in the Platform Terms;

14.6.5 amounts payable under an indemnity in this agreement;

14.6.6 the Commission and fees we would have earned on a transaction you diverted off the Platform, as a debt under clause 24; and

14.6.7 our reasonable costs of an audit under clause 9.5.4, and our reasonable legal costs of recovering what you owe.

14.7 Changing our fees.

14.7.1 We may change our fees. We will give you at least [INSERT: fee-change notice period — number of days] written notice, by email to your registered address and by notification in the Vendor Dashboard, before a change takes effect.

14.7.2 The notice will state the current fee, the new fee, the date it takes effect, and this clause.

14.7.3 A fee change does not apply to an Order already placed, or to a Listing already sold, before the change takes effect.

14.7.4 Your right to leave instead. If you do not accept a fee change, you may terminate this agreement, without penalty and without any early termination charge, by written notice to us at any time before the change takes effect. In that case:

(a) the old fees continue to apply to every Order placed before the termination date;

(b) you must still complete every open Order, or agree with us and the affected Buyers how they are to be resolved;

(c) funds in escrow are dealt with under clause 29.4; and

(d) we will not treat the termination as a breach and it will not affect your record.

14.7.5 If you keep listing or accepting Orders after the change takes effect, you accept the new fees.

14.8 No set-off by you. You may not withhold, deduct or set off any amount you say we owe you against Commission or fees. If you dispute an amount, pay it and raise the dispute under clause 32, and we will refund it if you are right.

15. Payouts, holds, Reserves and set-off

15.1 Where the mechanics live. The Payment Terms set out the payment flow, the escrow mechanics, the Payout schedule and the fee table in full. This clause adds the Vendor-side detail and, where the two documents differ on a Vendor-specific matter, this clause prevails.

15.2 Bank account verification.

15.2.1 You must supply a South African bank account in your own name, or in the registered name of the entity you represent. We do not pay out to a third party's account, to a nominee, or to an account in a different name, and we do not pay out in cash or in cryptocurrency.

15.2.2 We verify the account under clause 7.3.3 before your first Payout, and again whenever you change it.

15.2.3 A change of bank account triggers a verification hold. Where you change your banking details, we may hold Payouts for up to [INSERT: number] Business Days while we verify the new account and confirm the change with you through a separate channel. This protects you against account takeover.

15.2.4 You are responsible for the accuracy of your banking details. We are not liable for a payment made to an account you gave us incorrectly, but we will help you trace it.

15.3 The Payout schedule. Funds are released from the Escrow Account and paid to you in accordance with the Payment Terms, ordinarily after the Buyer confirms acceptance or the Acceptance Window closes without a Dispute. [INSERT: the Payout schedule — for example daily, weekly on a stated day, or on a stated number of Business Days after release from escrow — this must match the Payment Terms].

15.4 What is deducted before you are paid. A Payout is the amount released from escrow for the Order, less Commission, less the fees in the Payment Terms, less any refund, chargeback, penalty, set-off or indemnity amount under clause 15.8, and less any Reserve under clause 15.6.

15.5 Grounds for a hold.

15.5.1 We may instruct the Escrow Provider to hold, or may ourselves hold, a Payout where:

(a) a Dispute is open on the Order;

(b) we reasonably suspect fraud, an unlawful Item, a stolen Item, a counterfeit Item or a prohibited Item;

(c) we reasonably suspect that the Item was not dispatched, or that the tracking is false;

(d) your verification has lapsed or failed under clause 7.5;

(e) your SAPS second-hand goods dealer registration cannot be produced or has lapsed, where clause 9 requires it;

(f) a chargeback, a payment reversal or a payment investigation is pending;

(g) a law enforcement, regulatory or court instruction requires it;

(h) your performance has fallen to an action level in clause 13 and there is a real risk of refunds; or

(i) you owe us an amount that is due and unpaid.

15.5.2 A hold applies only to the amount reasonably necessary to cover the risk. We will not hold your whole balance because of a problem on one Order, unless the problem points to a risk across your account.

15.6 Reserves.

15.6.1 We may require a Reserve where your risk profile justifies it — a new account with no trading history, a high-value or high-risk category, an elevated Dispute, return or chargeback rate, a pattern of late dispatch, a change in your business, or an outstanding indemnity claim.

15.6.2 A Reserve may be a percentage of each Payout, a fixed amount, or a rolling amount held for a stated period. [INSERT: the Reserve mechanism and the maximum Reserve percentage or amount, and the rolling period — this must be identical in this clause and in clause 9.2.2 of the Payment Terms].

15.6.3 We will tell you in writing before a Reserve starts, why it is being applied, how much it is, how it is calculated, when it will be reviewed and what you can do to have it reduced or removed.

15.6.4 We will review a Reserve at least every [INSERT: number] days, and will reduce or release it as the risk falls away.

15.6.5 A Reserve is released to you, less any amount properly set off, when the risk has passed or on the date stated, and in any event within [INSERT: number] days of the last Order to which it relates being finally settled and beyond chargeback.

15.6.6 Money held in a Reserve remains yours, subject to our rights of set-off. [CONFIRM: where a Reserve is held — in the Escrow Account with the Escrow Provider, or in a List Secure account. If List Secure holds Vendor money itself, that is a materially different arrangement from the "we never hold funds" position taken in clause 9.3 of the Terms & Conditions, and the two documents must be reconciled.]

15.7 Maximum hold period.

15.7.1 We will not hold a Payout indefinitely. The maximum period for which we will hold a Payout, other than a Reserve, is [INSERT: maximum hold period — number of days] from the date the hold starts.

15.7.2 At the end of that period we will either release the funds to you, refund them to the Buyer, or pay them over as a law, a court order or a regulator requires — and we will tell you which.

15.7.3 The maximum period does not apply where a court order, a law enforcement instruction, a regulatory direction or a pending legal proceeding requires a longer hold. In that case we will tell you the reason, unless clause 8.7 prevents us from doing so, and we will review the position at least every [INSERT: number] days.

15.8 Set-off and recovery.

15.8.1 You agree that we may set off, against any amount payable to you, any amount you owe us, including Commission and fees, refunds we have funded, chargebacks and chargeback costs, penalties, audit costs under clause 9.5.4, amounts due under an indemnity, and our reasonable costs of recovery.

15.8.2 We may make the set-off against a Payout, against a Reserve, or against any other amount held for you.

15.8.3 We will give you a written statement of every set-off, showing what was deducted and why, in the Vendor Dashboard.

15.8.4 Negative balance. Where the amounts you owe exceed the amounts held for you, your account carries a negative balance. You must pay that balance on demand, within [INSERT: number] Business Days of our written demand.

15.8.5 A negative balance is a liquid debt. You acknowledge that the amount shown on our statement is due, owing and payable, that the debt is liquidated in amount, and that we may recover it as such, including by way of an application for summary judgment or provisional sentence, and including our legal costs on the attorney and own client scale. A certificate signed by any of our directors or by our financial manager, stating the amount you owe and the date on which it became due, is proof of that amount unless you prove the contrary, and it is not necessary for us to prove the signatory's appointment or authority.

15.8.6 We may charge interest on an overdue amount at the rate prescribed under the Prescribed Rate of Interest Act 55 of 1975, from the due date until payment.

15.8.7 We may hand a negative balance over for collection, may report it to a credit bureau where the law allows, and may set it off against amounts due to you on any other account you hold with us.

15.9 Funds we cannot pay out. Where we cannot pay you because your verification has not been completed, your bank account cannot be verified, or you have not responded to us:

15.9.1 we will hold the funds and will contact you at least [INSERT: number] times over [INSERT: number] days at your registered email address and mobile number;

15.9.2 we will not deduct a fee for holding them, other than a fee expressly set out in the Payment Terms;

15.9.3 if we still cannot pay you, we will deal with the funds as the law requires, and [CONFIRM with attorney: how unclaimed Vendor funds are to be treated — including whether they are held by the Escrow Provider, when they prescribe under the Prescription Act 68 of 1969, and whether any unclaimed-money obligation applies].

15.10 Your right to reasons and to appeal.

15.10.1 Whenever we hold a Payout, apply a Reserve, make a set-off or refuse a Payout, you are entitled to written reasons, given at the time or as soon as we reasonably can, unless clause 8.7 applies.

15.10.2 The reasons will identify the Orders affected, the amount, the ground in this clause we rely on, and what you must do to resolve it.

15.10.3 You may appeal under clause 29.6. A person will review the appeal, not an automated system, and where practical it will be someone who was not responsible for the original decision.

15.10.4 If your appeal succeeds we will release the funds, reverse the set-off or lift the Reserve as soon as we reasonably can, and in any event within [INSERT: number] Business Days.

16. Returns, refunds and Disputes

16.1 Your obligations under the Returns & Refunds Policy.

16.1.1 The Returns & Refunds Policy governs returns and refunds on the Platform and is binding on you. You must give effect to it.

16.1.2 You must publish your own returns terms on your Store. Your terms may be more generous than the Returns & Refunds Policy. They may never be less generous, and they may never reduce a Buyer's statutory rights. Where your terms conflict with the Returns & Refunds Policy or with a statutory right, the Returns & Refunds Policy or the statutory right applies.

16.1.3 You must process an accepted return and issue the refund within [INSERT: number] Business Days of receiving the returned Item or of a determination requiring the refund, whichever is earlier.

16.1.4 You must give a return address in South Africa and must not require a Buyer to return an Item outside South Africa.

16.2 Statutory rights you must honour. Whatever your own terms say, you must honour:

16.2.1 the seven-day cooling-off right in section 44 of ECTA — a Buyer may cancel an electronic transaction without reason and without penalty within seven days of receiving the goods, and is entitled to a refund of the price within 30 days, the Buyer bearing only the direct cost of returning the goods, subject to the exclusions in section 42(2) of ECTA;

16.2.2 where you are a Business Vendor, section 20 of the CPA (right to return goods in the stated circumstances), section 55 (safe, good quality goods), section 56 (the six-month implied warranty, under which the Buyer chooses repair, replacement or refund) and section 19 (delivery, date, time and the passing of risk);

16.2.3 the rule that a Buyer's statutory rights are not lost because the Acceptance Window has closed; deemed acceptance ends the escrow protection for that Order, not the Buyer's rights in law; and

16.2.4 the prohibition on charging a restocking or handling fee where the law does not allow one.

16.3 The Dispute process. Every Dispute follows the same five steps, identically in every document in the Platform Terms:

Step 1 — the Buyer raises the Dispute in the Platform before the Acceptance Window closes, with a description of the problem and supporting evidence (photographs, the delivery record and the message history).

Step 2 — the Vendor has [INSERT: number] Business Days to respond, with its own evidence.

Step 3 — List Secure reviews the evidence and issues a determination within [INSERT: number] Business Days.

Step 4 — the Escrow Provider gives effect to the determination in accordance with its own terms.

Step 5 — unresolved matters go to the National Consumer Commission, a recognised consumer ombud, the Small Claims Court, or arbitration under [CONFIRM: AFSA or private arbitration].

16.4 Your obligations in a Dispute. You must respond within the time in Step 2, must respond honestly, must supply the evidence you actually hold (photographs taken before dispatch, the packing record, the courier collection and delivery records, the tracking, the serial or IMEI number, and the message history), and must not destroy or withhold evidence. A failure to respond within the time allowed means the determination will be made on the evidence we have, which will usually be the Buyer's.

16.5 Your mandate to us, and the effect of a determination.

16.5.1 You mandate us to determine a Dispute and to instruct the Escrow Provider accordingly. You authorise us to instruct the Escrow Provider to release the funds to you, to refund the Buyer in whole or in part, or to apportion the funds, in accordance with our determination.

16.5.2 You agree to be bound by that determination as between you and us, and you agree that you will not instruct the Escrow Provider to the contrary, will not reverse it, and will not obstruct it.

16.5.3 Your rights against the Buyer are preserved. A determination is our assessment of the evidence available to us, as the operator of the Platform and under the Platform Terms. It is not an arbitration award, a court judgment or legal advice, and it does not decide the legal rights of you and the Buyer against each other. If you believe a determination was wrong on the law or the facts as between you and the Buyer, you keep every right you have to pursue the Buyer directly, in the Small Claims Court, in the Magistrates' Court or elsewhere, and Step 5 remains open to you.

16.5.4 We will act honestly, will apply the Platform Terms consistently, and will give you written reasons for a determination.

16.5.5 You may appeal a determination under clause 29.6, and a person will review it.

16.5.6 [CONFIRM this is the intended commercial position. Clause 16.5 gives List Secure a mandate to determine a Dispute and to move the Buyer's money, and binds the Vendor to that determination as between the Vendor and List Secure, while preserving the Vendor's right to sue the Buyer separately. This is unusual and the client must decide it consciously. The alternatives are (a) a purely advisory determination that the Escrow Provider is not obliged to follow, which weakens the Buyer proposition, or (b) a binding determination that also extinguishes the Vendor's claim against the Buyer, which is far more aggressive, is likely to be attacked as unfair under section 48 of the CPA where the Vendor is a natural person or small business, and may amount to an unlawful ouster of the court's jurisdiction. The drafted position is the middle one. It must also be reconciled with the Escrow Provider's own terms, because it only works if TradeSafe will in fact act on List Secure's instruction.]

16.6 Refunds funded by us. Where we or the Escrow Provider refund a Buyer and the funds for that Order have already been paid out to you, you must repay that amount on demand, and we may set it off under clause 15.8.

16.7 Chargebacks. Where a Buyer's card issuer or bank reverses a payment, the chargeback amount and the chargeback handling cost are yours to bear unless the chargeback arose from something we did wrong. You must supply the evidence we need to defend a chargeback within [INSERT: number] Business Days of our request.

16.8 Abuse by Buyers. We know that some Buyers abuse returns and Disputes — item switching, false non-delivery claims, fabricated evidence and chargeback abuse. Tell us and give us the evidence. Clause 12 of the Marketplace Rules deals with Buyer conduct, we will investigate, and where we find abuse we will act against the Buyer, exclude the Order from your metrics under clause 13.10, and where we can, restore your funds.

17. Consumer law and product compliance

This clause applies in full to Business Vendors. Clauses 17.6 and 17.7 apply to every Vendor.

17.1 You must comply with the Consumer Protection Act. If you are a Business Vendor, you are a "supplier" under the CPA and you must comply with it in full. In particular:

17.1.1 Section 22 — plain and understandable language. Your Listings, your Store policies, your returns terms and your communications with Buyers must be in plain language that an ordinary consumer with average literacy and minimal experience could be expected to understand.

17.1.2 Section 41 — no false, misleading or deceptive representations. You must not misrepresent an Item's nature, condition, origin, history, age, model, authenticity, performance, warranty, availability, price or the existence of a discount, and you must not fail to correct a Buyer's apparent misapprehension.

17.1.3 Section 48 — no unfair, unreasonable or unjust terms. Your own terms must not be unfair, unreasonable or unjust, must not be inequitably weighted against the Buyer, and must not require the Buyer to waive a right or to assume an obligation on terms that are unfair.

17.1.4 Section 49 — notice of risk and of limitations. Any term of yours that limits your risk or liability, that requires the Buyer to indemnify you, or that is an acknowledgement of a fact by the Buyer, must be drawn to the Buyer's attention conspicuously and in plain language, before the Buyer commits, and the Buyer must be given an adequate opportunity to receive and comprehend it.

17.1.5 Section 54 — quality of service. Any service you supply — installation, repair, refurbishment, delivery you carry out yourself — must be performed in a manner and of a quality that persons are generally entitled to expect.

17.1.6 Section 55 — safe, good quality goods. Every Item you supply must be reasonably suitable for the purposes for which it is generally intended, of good quality, in good working order and free of defects, usable and durable for a reasonable period, and compliant with any applicable standard. Where an Item is sold as second-hand, "for parts", or with a specific disclosed defect, and the Buyer has been expressly informed of that condition and has expressly agreed to accept it, section 55(6) applies — but that only works if the disclosure was full, specific and made before the Buyer committed. A general "sold voetstoots" line does not do it.

17.1.7 Section 56 — implied warranty of quality. For six months after delivery, a Buyer may return an Item that fails to satisfy section 55 and may choose a repair, a replacement or a refund. The choice is the Buyer's, not yours. You may not insist on a repair where the Buyer has chosen a refund. If you repair and the same failure occurs within three months of the repair, you must replace or refund.

17.1.8 Section 61 — product liability. A producer, importer, distributor or retailer is liable for harm caused by supplying unsafe goods, by a product failure, defect or hazard, or by inadequate instructions or warnings, whether or not there was negligence. As the supplier of the Item, that liability is yours.

17.2 You must comply with ECTA.

17.2.1 Section 43 — supplier information. Where you are a Business Vendor you must make available your full name and legal status, your registration number, your physical address, your contact details, a description of the Item, the full price, the delivery arrangements, your returns and refund policy, and the other information section 43(1) requires. Your Store must carry it. Section 43(2) also requires you to give the consumer an opportunity to review the whole transaction, to correct mistakes and to withdraw before finally placing the order, and section 43(3) allows a consumer to cancel the transaction within 14 days of receiving the goods or services where you have failed to comply with section 43(1) or (2), so this is not a formality.

17.2.2 Section 44 — cooling off. Clause 16.2.1 applies. Note that the section 42(2) exclusions are narrow: they include goods made to the consumer's specification, goods that by their nature cannot be returned or that deteriorate rapidly, audio, video or software unsealed by the consumer, and newspapers and periodicals. Do not claim an exclusion that does not apply.

17.2.3 Section 45 — unsolicited communications. You must not send unsolicited commercial communications to a Buyer, and clause 18 of this agreement prohibits marketing to Buyers entirely without separate consent.

17.2.4 Section 46 — performance within 30 days where no other period is agreed.

17.3 Section 61 indemnity.

17.3.1 You indemnify us, and hold us harmless, against every claim, demand, action, proceeding, judgment, award, fine, penalty, loss, damage, cost and expense (including reasonable legal costs on the attorney and own client scale) brought against us or suffered by us arising out of or in connection with:

(a) a claim under section 61 of the CPA in respect of an Item you supplied, including a claim for death, injury, illness, loss of or damage to property, or economic loss arising from any of those;

(b) a claim under section 55 or section 56 of the CPA in respect of an Item you supplied;

(c) a product recall, a safety notice or a directive from a regulator in respect of an Item you supplied;

(d) any allegation that we are a producer, importer, distributor, retailer or supplier of an Item you supplied; and

(e) your breach of any provision of this clause 17.

17.3.2 This indemnity is central to the commercial bargain. We do not see, handle, test, store or inspect your Items, and we cannot. The exposure created by an unsafe Item is yours and it must sit with you.

17.3.3 The indemnity survives termination of this agreement.

17.4 Licences, permits, approvals and product compliance.

17.4.1 You must hold, maintain and be able to produce every licence, permit, registration, certification and approval that the law requires for the Items you sell and for the way you sell them. You must produce them to us within [INSERT: number] Business Days of a written request, and you must tell us within [INSERT: number] Business Days if any of them lapses, is suspended or is withdrawn.

17.4.2 Regulated goods. Where an Item falls within a compulsory specification administered by the National Regulator for Compulsory Specifications (NRCS) under the National Regulator for Compulsory Specifications Act 5 of 2008, you must hold the required Letter of Authority or approval and the Item must comply. This covers many electrical, electronic, automotive, chemical and construction products.

17.4.3 Standards. Where an Item is subject to a South African National Standard administered by the South African Bureau of Standards (SABS) under the Standards Act 8 of 2008, the Item must comply and you must be able to evidence it.

17.4.4 Electrical safety. Every electrical Item must be safe, must be tested before dispatch, and must be fitted with a SANS-compliant South African plug or supplied with a compliant adaptor. You must not sell an electrical Item with damaged insulation, a modified plug, a missing earth, a bypassed safety device or an incompatible voltage rating without disclosing it and, where it is unsafe, at all.

17.4.5 ICASA type approval. Radio, communication and radio-frequency equipment — routers, modems, repeaters, signal boosters, radios, drones with radio links, and similar equipment — must be type approved by the Independent Communications Authority of South Africa under the Electronic Communications Act 36 of 2005, and must not be sold in South Africa without that approval.

17.4.6 Other regimes. Where an Item is a medicine, a medical device, a complementary medicine or a health product, the Medicines and Related Substances Act 101 of 1965 and the South African Health Products Regulatory Authority apply. Where it is a food or a cosmetic, the Foodstuffs, Cosmetics and Disinfectants Act 54 of 1972 applies. Where it is a hazardous substance, the Hazardous Substances Act 15 of 1973 applies. Where it is an agricultural remedy or a fertiliser, the Fertilizers, Farm Feeds, Agricultural Remedies and Stock Remedies Act 36 of 1947 applies. Where it is a measuring instrument, the Legal Metrology Act 9 of 2014 applies.

17.4.7 Labelling and instructions. An Item must carry the labelling, the warnings, the instructions and the safety information the law requires, in the required language or languages.

17.4.8 Recalls. If an Item you have sold is recalled, or you become aware of a safety hazard in it, you must tell us within [INSERT: number] hours, must stop selling it immediately, must tell the affected Buyers, and must cooperate with the NRCS, the National Consumer Commission and any other regulator. We may contact affected Buyers ourselves.

17.4.9 [CONFIRM: which categories on the Platform trigger a mandatory licence, permit or approval upload at onboarding, and whether the Platform blocks a Listing in those categories until the document is uploaded and checked.]

17.5 Guarantees and warranties you give. Any guarantee or warranty you offer must be honoured, must be stated clearly on the Listing, must state who honours it and how, and must not be described as replacing a statutory right.

17.6 Every Vendor — the non-negotiables. Whether you are a Business Vendor or a Private Vendor:

17.6.1 you must not misrepresent an Item;

17.6.2 you must not conceal a defect you know about;

17.6.3 you must have lawful title, as clause 9.1 requires;

17.6.4 you must not sell an Item that is unsafe, prohibited or unlawful to sell; and

17.6.5 you must honour the section 44 ECTA cooling-off right where it applies.

17.7 No representation that we stand behind your Items. You must not tell a Buyer, or imply, that List Secure has inspected, tested, authenticated, approved, warranted or guaranteed an Item, or that a Buyer's claim about an Item lies against us. We are the venue. You are the supplier.

18. Data protection — Buyer Personal Information and POPIA

This clause is the one the Privacy Policy relies on. It is what we tell Buyers you are bound by. It is a material term and a breach of it is a ground for immediate termination.

18.1 The two roles

18.1.1 Personal Information on the Platform is handled by two different responsible parties, and it matters which role applies:

(a) you are an independent responsible party in respect of Restricted Data — the Buyer Personal Information we make available to you so that you can fulfil an Order — from the moment you receive it; and

(b) you are our operator in respect of any Personal Information you process on our behalf and on our instruction, which is narrow and is dealt with in clause 18.11.

18.1.2 In your role as an independent responsible party you decide, within the limits this clause sets, how you store, secure and dispose of Restricted Data. You are accountable for that processing to the Buyer and to the Information Regulator in your own right, under section 8 of POPIA. We are not accountable for it and we are not liable for your failures.

18.1.3 Clause 4 of the Privacy Policy tells Buyers exactly this, and tells them that you are contractually bound by this clause. We rely on your compliance when we make that statement to Buyers.

18.2 Purpose limitation — what you may use Restricted Data for

18.2.1 You may use Restricted Data only to fulfil the Order. That means, and is limited to:

(a) picking, packing, addressing and dispatching the Item;

(b) arranging and effecting delivery, including giving the courier what the courier needs;

(c) communicating with the Buyer about that Order through the Platform;

(d) invoicing the Buyer for that Order and accounting for the payment;

(e) providing after-sale support, honouring a warranty, and handling a return, an exchange, a repair or a refund on that Order;

(f) dealing with a Dispute, a chargeback or a claim arising from that Order; and

(g) meeting a legal obligation that applies to you — a tax record, an accounting record, a Second-Hand Goods Act register entry, or a response to a lawful request from an authority.

18.2.2 You may not use Restricted Data for anything else. In particular, and without limiting clause 18.2.1, you may not:

(a) use it to build, enrich, segment or maintain a marketing list, a customer database, a CRM record for marketing purposes, or an audience for advertising;

(b) use it to profile a Buyer, to score a Buyer, or to train a model;

(c) use it to contact a Buyer about a different Item, a different Order, a discount, a promotion, a newsletter, a loyalty programme, a competition or your own website or store;

(d) use it to solicit a Buyer off the Platform, which is also a breach of clause 24;

(e) use it for a purpose that is not compatible with the purpose for which it was collected, contrary to section 15 of POPIA; or

(f) retain it after the purposes in clause 18.2.1 have ended, except as clause 18.8 allows.

18.2.3 Section 18 of POPIA — notification. Where you collect Personal Information from a Buyer yourself, rather than receiving it from us, you must give the Buyer the notification section 18 of POPIA requires, in your own name, at the time of collection.

18.3 No marketing to Buyers without separate, lawful consent

18.3.1 You may not send a Buyer any direct marketing by electronic communication — email, SMS, WhatsApp, automatic calling machine or any other electronic means — using Restricted Data, unless that Buyer has given you separate, specific, prior consent that complies with section 69 of POPIA.

18.3.2 Consent for this purpose means:

(a) a voluntary, specific and informed expression of will, given to you by name, for your marketing, in advance;

(b) obtained in the manner and form prescribed by the POPIA Regulations, 2018 (as amended in April 2025), using Form 3 where the Buyer is not already your own customer;

(c) recorded, with the date, the wording and the channel, so that you can prove it; and

(d) capable of being withdrawn at any time, free of charge, through a simple mechanism.

18.3.3 An opt-out is not consent. Sending marketing and offering an unsubscribe link does not comply with section 69. The April 2025 amendments to the POPIA Regulations confirm this expressly.

18.3.4 A pre-ticked box is not consent. Bundled consent is not consent. Consent buried in your terms is not consent.

18.3.5 The section 69(3) "soft opt-in" is narrow. It permits marketing to a person who is your own existing customer, where you obtained the contact details in the context of a sale of a product or service, where you market only your own similar products or services, and where the customer was given a reasonable opportunity to object at the time of collection and in every subsequent communication. A single Order placed on the Platform does not automatically give you that route, because the Buyer contracted through the Platform and was told the information would be used to fulfil the Order. [CONFIRM with attorney: whether a Buyer who buys once from a Vendor through the Platform becomes that Vendor's "customer" for the purposes of section 69(3) of POPIA. The drafting above takes the conservative position that it does not, and requires Form 3 consent. If the attorney takes a different view, this clause and clause 4.5 of the Privacy Policy must both be changed.]

18.3.6 Section 45 of ECTA also applies to unsolicited commercial communications, and you must comply with it.

18.3.7 You indemnify us against every complaint, investigation, enforcement notice, fine or claim arising from your marketing to a Buyer.

18.4 No sale and no onward transfer

18.4.1 You may not sell, rent, licence, trade, share, publish, disclose or otherwise make Restricted Data available to any other person.

18.4.2 The only exceptions are:

(a) a courier or logistics provider you use to deliver that Order, and only the data it needs for that delivery;

(b) a payment, accounting or invoicing provider you use for that Order;

(c) a repair or warranty agent where the Buyer has asked for a repair or a warranty service on that Order;

(d) your professional advisers, under a duty of confidentiality; and

(e) a disclosure required by law, by a court order or by a lawful instruction from an authority.

18.4.3 Where you disclose Restricted Data under clause 18.4.2(a) to (c), that recipient is your operator. You must have a written contract with it that meets sections 20 and 21 of POPIA, must ensure it establishes and maintains the security measures section 19 requires, and you remain responsible to the Buyer and to us for what it does.

18.4.4 You may not transfer Restricted Data outside South Africa unless one of the grounds in section 72 of POPIA applies — an adequate law or binding corporate rules or a binding agreement in the recipient country, the data subject's consent, necessity for the performance of the contract with the data subject, or the other listed grounds — and you must be able to show us which ground you rely on. If you use overseas hosting, cloud storage, an overseas support desk or an overseas fulfilment agent, section 72 applies to you and you must have dealt with it.

18.5 Security safeguards — section 19 of POPIA

18.5.1 You must secure the integrity and confidentiality of Restricted Data by taking appropriate, reasonable technical and organisational measures, as section 19 of POPIA requires, to prevent loss of, damage to, or unauthorised destruction of Personal Information, and unlawful access to or processing of it.

18.5.2 You must:

(a) identify the reasonably foreseeable internal and external risks to Restricted Data in your possession or under your control;

(b) establish and maintain appropriate safeguards against those risks;

(c) regularly verify that the safeguards are effectively implemented; and

(d) update the safeguards in response to new risks or deficiencies.

18.5.3 As a minimum, and proportionate to the volume and sensitivity of the data you hold, you must:

(a) restrict access to Restricted Data to the people who need it to fulfil Orders, and keep a record of who has access;

(b) use unique credentials, strong passwords and multi-factor authentication on any system holding Restricted Data, including your email;

(c) encrypt Restricted Data in transit and, where you store it in bulk, at rest;

(d) not store Restricted Data in an unprotected spreadsheet, a shared drive open to everyone, a personal device without a passcode, or a personal email or messaging account;

(e) keep devices and software patched and running current anti-malware protection;

(f) not print, photograph or copy Restricted Data beyond what a delivery label and a packing slip require, and destroy printed material securely;

(g) train the people who handle Restricted Data, and bind them to confidentiality; and

(h) keep a record of your processing, so that you can answer a Buyer, the Regulator or us.

18.5.4 You must have regard to generally accepted information security practices applicable to your industry, as section 19(3) of POPIA requires.

18.6 Security compromise notification — section 22 of POPIA

18.6.1 You must notify us of a security compromise affecting Restricted Data as soon as you reasonably can, and in any event within [INSERT: security compromise notification period — number of hours] of becoming aware of it or reasonably suspecting it. Notify us at data@listsecure.co.za, marked urgent.

18.6.2 Your notification must include, to the extent you know it:

(a) what happened, when it happened and when you found out;

(b) the categories and the approximate number of Buyers affected;

(c) the categories and volume of Personal Information involved;

(d) the likely consequences for the Buyers;

(e) what you have done to contain it, to recover the data and to reduce the harm; and

(f) the name and contact details of the person at your end who is dealing with it.

18.6.3 You must give us updates as you learn more, and must not delay the first notification because your investigation is incomplete.

18.6.4 You must notify the Information Regulator and the affected data subjects yourself where section 22 of POPIA requires it of you, because for Restricted Data you are the responsible party. You must tell us that you have done so, and must give us a copy of the notification.

18.6.5 You must not make a public statement that names us, or that suggests that the compromise occurred on the Platform, without our prior written agreement, unless the law requires you to. This does not prevent you from making any notification the law requires.

18.6.6 You must cooperate with us so that we can meet our own obligations under section 22 of POPIA, and must give us the information we reasonably need for that purpose.

18.6.7 You must not delay a notification because you are worried about the consequences for your account. A prompt, honest report will always be treated better than a concealed one.

18.7 Data subject requests

18.7.1 You must help us, and you must help the Buyer. Where a Buyer asks you, or asks us and we pass it on, to:

(a) confirm what Personal Information you hold about them;

(b) give them access to it;

(c) correct or delete inaccurate, irrelevant, excessive, out of date, incomplete, misleading or unlawfully obtained information, using Form 2 of the POPIA Regulations;

(d) object to your processing, using Form 1; or

(e) withdraw a consent,

you must respond within [INSERT: number] Business Days, must act on the request where POPIA requires it, and must confirm to the requester in writing what action you took.

18.7.2 A request under clause 18.7.1(c) or (d) must be handled free of charge, through an accessible channel including email, and — as the April 2025 amendments to the POPIA Regulations require — you must notify the data subject in writing of the action you took.

18.7.3 Where the request reaches you through us, you must copy us on your response so that we can close the request on our side.

18.7.4 Nothing in this clause makes us responsible for answering a request about data you hold as a responsible party.

18.8 Retention, deletion and de-identification

18.8.1 You must not keep Restricted Data for longer than you need it for the purposes in clause 18.2.1, as section 14 of POPIA requires.

18.8.2 When the Order is complete, the return and warranty periods have run, and no Dispute, chargeback or claim is open, you must delete Restricted Data or de-identify it, unless you are required by law to keep it.

18.8.3 Where a law requires you to keep a record — a tax record under the Tax Administration Act 28 of 2011, an accounting record under the Companies Act 71 of 2008, a register under the Second-Hand Goods Act 6 of 2009 — you may keep only what that law requires, only for as long as it requires, and only for that purpose. You must not use a retained record for marketing.

18.8.4 On termination of this agreement, you must, within [INSERT: number] Business Days, delete or de-identify all Restricted Data except what clause 18.8.3 allows you to keep, and must confirm to us in writing that you have done so.

18.8.5 Deletion must be effective, and must include backups, archives, exported files, printed material and copies held by your operators, as far as is technically reasonable. Where a backup cannot immediately be deleted, you must isolate it, stop using it and delete it on the ordinary backup cycle.

18.9 Records and audit

18.9.1 You must keep a record of the Restricted Data you hold, why you hold it, who has access, where it is stored, which operators you use and where they are, and produce it to us within [INSERT: number] Business Days of a written request.

18.9.2 Where a Buyer complains to us about your handling of their Personal Information, or the Information Regulator asks us about it, you must cooperate fully and promptly with our enquiry.

18.9.3 We may audit your compliance with this clause 18 on [INSERT: number] Business Days' written notice, proportionately and at reasonable times.

18.10 Breach of this clause

18.10.1 A breach of clause 18.2, 18.3, 18.4, 18.5 or 18.6 is a material breach of this agreement and is a ground for immediate suspension and for termination for cause under clause 29.3.

18.10.2 You indemnify us, and hold us harmless, against every claim, complaint, investigation, enforcement notice, administrative fine, penalty, award, loss, damage, cost and expense (including reasonable legal costs on the attorney and own client scale) that we suffer or incur arising out of or in connection with your processing of Restricted Data or your breach of this clause 18, including a claim by a data subject under section 99 of POPIA and any fine imposed under Chapter 11 of POPIA.

18.10.3 This indemnity survives termination.

18.11 Where you process on our behalf — the operator clause

18.11.1 In limited cases you may process Personal Information on our behalf and on our documented instruction — for example where we ask you to run a check, to produce a report, or to handle data in a way we specify. In those cases you are our operator as defined in POPIA, and sections 20 and 21 of POPIA apply.

18.11.2 As our operator, you:

(a) must process the Personal Information only with our knowledge or authorisation, and only on our lawful instruction (section 20 and section 21(1));

(b) must treat the Personal Information as confidential and must not disclose it, unless required by law or in the proper performance of your duties (section 20);

(c) must establish and maintain the security measures section 19 of POPIA requires (section 21(1));

(d) must notify us immediately where there are reasonable grounds to believe that the Personal Information has been accessed or acquired by an unauthorised person (section 21(2)), and in any event within the period in clause 18.6.1;

(e) must not engage a sub-operator without our prior written consent, and must impose the same obligations on any sub-operator we approve;

(f) must not transfer the Personal Information outside South Africa without our prior written consent and compliance with section 72 of POPIA;

(g) must assist us to respond to a data subject request, to a Regulator enquiry and to a security compromise notification;

(h) must, on our instruction and on termination, return or securely delete the Personal Information; and

(i) must allow us to verify your compliance.

18.11.3 A written instruction from us, given in the Vendor Dashboard or by email from data@listsecure.co.za, is a lawful instruction for the purposes of this clause. If you believe an instruction breaches POPIA, tell us in writing and do not carry it out until we confirm it.

18.11.4 Clause 18.11 applies only to processing on our behalf. It does not convert your handling of Restricted Data into operator processing, and clauses 18.1 to 18.10 continue to apply to Restricted Data.

18.12 Your own Personal Information

18.12.1 We are the responsible party for the Personal Information we hold about you as a Vendor — your identity and verification records, your biometric verification data, your banking details, your Listings, your sales, your Commission and tax records, your communications and your conduct on the Platform. The Privacy Policy explains how we process it, why, for how long, with whom we share it and what rights you have.

18.12.2 Where you are a natural person, you are a data subject and you have the rights in section 5 of POPIA, including the right to complain to the Information Regulator under section 74.

18.12.3 Some of your information is shown to Buyers. A Buyer is entitled to know who they are contracting with, and a marketplace cannot shield a supplier's identity from a consumer who needs it to enforce a right. Your trading name, your Store details, your seller status and, where a Dispute or a legal claim requires it, your identifying and contact details, may be given to a Buyer. Clause 10.4 of the Privacy Policy says so.

19. Your warranties and representations

19.1 You warrant and represent to us, on the date you accept this agreement and again on every day on which you have an active Listing or an open Order, that:

19.1.1 you have the legal capacity and, where you act for a juristic person, the authority to conclude and perform this agreement, and this agreement is binding on you;

19.1.2 all information you have given us — in onboarding, in verification, in Annexure B, in your Store, in your Listings and in a Dispute — is true, accurate, complete and not misleading, and you will keep it so;

19.1.3 you have declared your Vendor class truthfully under clause 6.4;

19.1.4 you hold every licence, permit, registration and approval your trade and your Items require, including SAPS second-hand goods dealer registration where clause 9 applies, and they are valid and current;

19.1.5 you have lawful title to every Item, as clause 9.1 requires;

19.1.6 every Item complies with the law, is safe, and may lawfully be sold, delivered and used in South Africa;

19.1.7 no Item is counterfeit, and no Listing or Item infringes any person's intellectual property or other rights;

19.1.8 you own or are licensed to use all Vendor Content and may grant the licence in clause 22.1;

19.1.9 you comply with POPIA, and with clause 18 of this agreement;

19.1.10 you comply with all tax laws that apply to you and your registrations with the South African Revenue Service are in order;

19.1.11 you are not the subject of any sanction, and are not listed on any sanctions, terrorist financing or prohibited persons list;

19.1.12 you are not insolvent, under business rescue, in liquidation, under judicial management or under an administration order, and no step has been taken to place you in any of those positions;

19.1.13 neither you nor any of your directors, members, trustees, partners or beneficial owners is disqualified from acting as a director, or has been convicted in the last ten years of an offence involving dishonesty, theft, fraud, forgery, corruption or dealing in stolen or counterfeit goods [CONFIRM: the look-back period and whether this warranty is proportionate and lawful, having regard to the right of a rehabilitated offender not to be permanently excluded from economic activity];

19.1.14 you are not in breach of any other agreement, and your performance of this agreement will not put you in breach of one;

19.1.15 you will comply with the Platform Terms, the Marketplace Rules and all applicable law, including the Prevention and Combating of Corrupt Activities Act 12 of 2004; and

19.1.16 you will not do anything that damages the Platform, our reputation, another User or the integrity of the marketplace.

19.2 Each warranty is separate and is not limited by any other.

19.3 A breach of a warranty in this clause is a material breach of this agreement.

20. Our warranties to you

20.1 We warrant and represent to you that:

20.1.1 we are duly incorporated in South Africa and have the authority to conclude and perform this agreement;

20.1.2 we will operate the Platform with reasonable skill and care, and in accordance with the Platform Terms;

20.1.3 we will handle your Personal Information in accordance with POPIA and the Privacy Policy;

20.1.4 we will apply the Marketplace Rules, the performance standards in clause 13 and our enforcement powers honestly, in good faith, consistently and proportionately, and not arbitrarily or capriciously;

20.1.5 we will give you written reasons for an enforcement decision, a payout hold, a Reserve, a set-off, a suspension, a termination and a Dispute determination, except where clause 8.7 prevents us;

20.1.6 we will give you a human review of any decision that has a legal effect on you or affects you substantially, where you ask for it, as section 71 of POPIA requires;

20.1.7 we will not hold your funds indefinitely, and will observe the maximum hold period in clause 15.7;

20.1.8 we will give you the notice period in clause 14.7.1 before a fee change, and will honour your right to leave without penalty under clause 14.7.4;

20.1.9 we will not use your confidential business information for a purpose outside this agreement, as clause 23 provides;

20.1.10 we will not, without your consent, use your trade marks or trading name other than as clause 22.5 allows;

20.1.11 we will keep the Vendor Dashboard records that let you check how a metric, a fee, a deduction or a Payout was calculated; and

20.1.12 we will deal with your complaint under clause 32 in good faith.

20.2 We do not warrant a level of traffic, sales, search ranking, uptime or commercial success, and clause 4.5 applies.

21. Indemnity by you

21.1 You indemnify us, our directors, our employees and our contractors, and hold each of them harmless, against every claim, demand, action, proceeding, prosecution, investigation, judgment, award, settlement, fine, penalty, administrative sanction, loss, damage, cost and expense — including reasonable legal costs on the attorney and own client scale — that we or they suffer or incur arising out of or in connection with:

21.1.1 any Item you list, sell, supply, deliver or fail to deliver;

21.1.2 your breach of this agreement, of the Marketplace Rules or of any other document in the Platform Terms;

21.1.3 your breach of any law, licence, permit, registration or approval;

21.1.4 a claim by a Buyer arising out of the contract of sale, including a claim under sections 55, 56 or 61 of the CPA;

21.1.5 a claim that an Item or a Listing infringes an intellectual property right, or that goods are counterfeit;

21.1.6 a claim that an Item is stolen, misappropriated or subject to another person's rights;

21.1.7 your processing of Personal Information, including Restricted Data;

21.1.8 your tax affairs, including a claim by the South African Revenue Service;

21.1.9 a claim by or in respect of any person you engage, including a claim that they were our employee;

21.1.10 your fraud, dishonesty, gross negligence or wilful misconduct; and

21.1.11 any misrepresentation you made to us or to a Buyer.

21.2 The indemnity does not extend to loss caused by our own gross negligence, our own fraud or our own wilful misconduct.

21.3 How we will run an indemnified claim. Where we claim under this indemnity, we will:

21.3.1 tell you about the claim as soon as we reasonably can, and give you the details we have;

21.3.2 give you a reasonable opportunity to comment on how the claim is handled, and take your comments into account;

21.3.3 not settle a claim on unreasonable terms without first consulting you; and

21.3.4 take reasonable steps to reduce the loss.

21.4 A failure by us to comply with clause 21.3 does not defeat the indemnity, but the amount you must pay is reduced by any loss caused by that failure.

21.5 You must pay an indemnified amount on demand. We may set it off under clause 15.8 and may recover it as a debt under clause 15.8.5.

21.6 This indemnity survives termination.

22. Intellectual property, Vendor Content and marks

22.1 The licence you give us over Vendor Content

22.1.1 You keep ownership of your Vendor Content. We do not claim it.

22.1.2 You grant us a licence over your Vendor Content that is non-exclusive, royalty-free, worldwide, transferable and sub-licensable, for the following purposes and no others:

(a) hosting, storing, reproducing, adapting in format, resizing, indexing and displaying the Vendor Content on the Platform, so that we can run your Store and your Listings;

(b) making the Vendor Content available to Buyers, to couriers and to our Operators as far as necessary to operate the Platform and fulfil Orders;

(c) marketing and promoting the Platform and your Listings — including in search engine results, in social media posts, in email campaigns, in paid advertising, in press material and in comparison or affiliate feeds;

(d) creating derived, aggregated or anonymised material, and thumbnails, previews and cached copies; and

(e) keeping copies for archival, backup, record-keeping, audit, evidentiary, dispute-resolution, law-enforcement and regulatory purposes.

22.1.3 The right to sub-licence is limited to what is needed for the purposes in clause 22.1.2 — for example, to a hosting provider, a content delivery network, an advertising platform or a marketing partner.

22.1.4 The licence survives termination, but after termination it is limited to the purposes in clause 22.1.2(e) — archival, backup, record-keeping, audit, evidentiary, dispute-resolution, law-enforcement and regulatory purposes — and to material already published in a marketing channel that cannot reasonably be recalled, including a cached page or a search engine index. We will stop using your Vendor Content to promote Items after termination, and will remove your Listings and your Store from the Platform, as clause 29.4 provides.

22.1.5 You waive, to the extent the law allows, any moral right you have in the Vendor Content that would prevent us from exercising this licence. [CONFIRM with attorney: the extent to which moral rights under section 20 of the Copyright Act 98 of 1978 may lawfully be waived in these circumstances.]

22.1.6 You warrant that you own the Vendor Content or are licensed to use it, that you may grant this licence, and that the Vendor Content does not infringe any person's rights and is not unlawful. Clause 11.11 and clause 21.1.5 apply.

22.1.7 We may remove Vendor Content that breaches this agreement, the Marketplace Rules or the law, and we may act on a takedown notification under section 77 of ECTA.

22.2 Our intellectual property

22.2.1 The Platform, its software, its design, its layout, its databases, its search and ranking systems, its documentation and the Platform Terms are ours or our licensors'. Nothing in this agreement transfers any right in them to you.

22.2.2 "List Secure", the List Secure logo and our other names, marks and get-up are ours.

22.3 Platform data

22.3.1 Aggregate and de-identified data about Platform activity — traffic, conversion, category performance, pricing trends and fraud signals — is ours, and we may use it to operate, improve, secure and market the Platform, and to produce reports and insights, provided we do not identify you or a Buyer without consent.

22.3.2 Your own sales data remains available to you in the Vendor Dashboard and you may export it.

22.4 Your use of our marks

22.4.1 We grant you a limited, non-exclusive, non-transferable, revocable licence to use the "List Secure" name and logo, for the sole purpose of stating truthfully that you sell on the Platform and linking to your Store.

22.4.2 You must:

(a) use the marks only in the form and with the artwork we supply, without altering, distorting, recolouring or animating them;

(b) follow any brand guidelines we give you;

(c) make it clear that you are a Vendor on the Platform, not part of List Secure; and

(d) stop using the marks immediately on termination, and remove them from your website, your social media, your packaging, your signage, your invoices and your advertising within [INSERT: number] Business Days.

22.4.3 You must not:

(a) register, or try to register, our marks, a confusingly similar mark, or a domain name, social media handle, app name or trading name containing them;

(b) use our marks in a way that suggests we endorse, approve, guarantee, authenticate or stand behind an Item, a Listing or your business;

(c) use our marks in paid search advertising, keyword bidding or metadata, except as we agree in writing;

(d) use our marks on packaging, invoices or documentation in a way that could make a Buyer think we are the seller; or

(e) use our marks in connection with anything unlawful, offensive or damaging to our reputation.

22.4.4 All goodwill in our marks accrues to us. We may revoke this licence at any time on written notice.

22.5 Our use of your marks

22.5.1 You grant us a non-exclusive, royalty-free, worldwide licence to use your trading name, your logo and your trade marks, for the purpose of identifying you as a Vendor on the Platform, displaying your Store, and promoting the Platform and your Listings in the channels described in clause 22.1.2(c).

22.5.2 We will use your marks in the form you supply, will not alter them beyond resizing and format conversion, and will follow any reasonable brand guidelines you give us in writing.

22.5.3 We will not suggest that you endorse us beyond the fact that you sell on the Platform, and we will not use your marks in a way that damages your reputation.

22.5.4 We will stop using your marks in new promotional material after termination, and clause 22.1.4 applies to material already published.

22.5.5 [CONFIRM: whether List Secure wishes to use Vendor names and logos in case studies, press releases, investor material or advertising beyond routine Platform promotion. If so, a separate written consent should be obtained from the Vendor rather than relying on this clause.]

23. Confidentiality

23.1 "Confidential Information" means information disclosed by one party to the other in connection with this agreement that is not public, including commercial terms, negotiated fee rates, Buyer and Vendor data, pricing and margin data, sales volumes, fraud and risk methodologies, security arrangements, software, business plans, and the content of a Dispute or an investigation. It does not include information that is public through no breach, that the receiving party already lawfully held, or that the receiving party independently developed.

23.2 Each party must keep the other's Confidential Information confidential, must use it only for the purposes of this agreement, and must not disclose it except:

23.2.1 to its own directors, employees, contractors and professional advisers who need it, and who are bound to confidentiality;

23.2.2 to an Operator, an Escrow Provider, a Payment Provider or an insurer who needs it, under a duty of confidentiality;

23.2.3 where required by law, by a court order, by a regulator or by a stock exchange; or

23.2.4 with the other party's written consent.

23.3 Where a disclosure is required by law, the disclosing party must, if it lawfully may, tell the other party first so that it can seek protection. Clause 8.7 (no tipping off) overrides this where a report to an authority is involved.

23.4 You must not disclose a negotiated fee rate, a promotional arrangement or a commercial term specific to you to another Vendor or to a competitor of ours.

23.5 Buyer Personal Information is dealt with under clause 18, not this clause. Where both apply, clause 18 governs.

23.6 This clause survives termination for [INSERT: confidentiality survival period — number of years after termination], and indefinitely in respect of information that is a trade secret or Personal Information.

23.7 A breach of this clause may cause harm that damages cannot repair, and either party may seek an interdict without having to prove damages.

24. Non-circumvention — no diverting Buyers off the Platform

24.1 You must not divert a Buyer, or a transaction that began on the Platform, off the Platform. Specifically, you must not:

24.1.1 complete off the Platform a transaction that began on the Platform;

24.1.2 cancel an Order and then transact directly with the same Buyer;

24.1.3 list an Item at a nominal price and collect the balance off the Platform;

24.1.4 give a Buyer your banking details, an alternative payment instruction, or a request for EFT, cash, cash deposit, eWallet, cryptocurrency, gift card, voucher or airtime;

24.1.5 include contact details, a website address, a social media handle, a QR code, a discount card or a "buy direct next time" insert in a package, on an invoice, on a delivery note or on packaging;

24.1.6 use Restricted Data to contact a Buyer for any purpose outside clause 18.2.1;

24.1.7 direct a Buyer to your own website, your own store, a social media store or another marketplace; or

24.1.8 offer a Buyer a discount, a better price or a benefit for transacting off the Platform.

24.2 This restriction applies while this agreement is in force and for [INSERT: non-circumvention survival period — number of months after termination] after it ends, in respect of any Buyer you first dealt with through the Platform.

24.3 Clause 24.2 does not stop you from trading with a person who came to you independently, who was already your customer before the Platform introduced them, or who found you through your own marketing that did not use Restricted Data. The burden of showing that is yours, and you should keep the evidence.

24.4 Why this matters, in plain language. Off-platform selling removes the escrow, the Dispute process and the verification that a Buyer relies on. It exposes the Buyer to loss, and it takes the fee that pays for those protections. It is treated seriously.

24.5 Where you breach this clause we may:

24.5.1 recover from you, as a debt, the Commission and fees we would have earned on the diverted transaction, calculated on the value of that transaction;

24.5.2 take action under clause 13 and clause 29, including immediate termination;

24.5.3 hold your Payouts under clause 15.5 and set off under clause 15.8; and

24.5.4 seek an interdict.

24.6 [CONFIRM with attorney: the length of the post-termination restriction in clause 24.2 and whether it is reasonable and enforceable. A restraint that is longer or wider than is reasonably necessary to protect a legitimate commercial interest is unenforceable, and where the Vendor is a natural person or a small business the restriction may also be tested under section 48 of the CPA.]

24.7 This clause survives termination for the period in clause 24.2.

25. Limitation of our liability

This clause limits our liability to you. Read it. It is drafted subject to section 51 of the CPA and does not exclude anything that section 51 does not allow us to exclude. Clause 25.1 is a conspicuous notice for the purposes of section 49 of the CPA, and you may ask us to explain it before you accept this agreement.

25.1 What we do not exclude

25.1.1 Nothing in this agreement excludes or limits our liability for:

(a) gross negligence on our part;

(b) fraud, dishonesty or wilful misconduct on our part;

(c) death or personal injury caused by our act or omission;

(d) any liability that section 51 of the CPA, or any other law, does not permit us to exclude or limit; or

(e) any right you have under the CPA, ECTA or POPIA that cannot lawfully be waived.

25.1.2 Any part of this clause that would have an effect that section 51 does not permit is to be read down to the extent necessary, and if it cannot be read down it is severed and the rest of the clause continues to apply.

25.2 What we are not liable for

25.2.1 Subject to clause 25.1, we are not liable to you for:

(a) the acts or omissions of a Buyer, including non-payment, a false Dispute, a chargeback, abusive conduct or a fraudulent claim;

(b) the acts, omissions, failure, outage, error or insolvency of the Escrow Provider, the Payment Provider, a courier, a verification provider or any other third party, except to the extent that we caused it;

(c) loss caused by your failure to keep your Vendor Account credentials secure, or by your transacting off the Platform;

(d) loss of profit, loss of sales, loss of business, loss of goodwill, loss of reputation, loss of anticipated savings, loss of data, or any indirect, special, consequential or punitive loss, however arising;

(e) a change to the Platform, its features, its categories, its search or ranking algorithms, or its merchandising, made in accordance with clause 4.5;

(f) a suspension, restriction, hold, Reserve, set-off, removal or termination that we applied in accordance with this agreement and in good faith; or

(g) an event described in clause 28 (force majeure).

25.2.2 The Platform is provided "as is" and "as available". We do not warrant that it will be uninterrupted, error-free or secure against every attack.

25.3 Cap on our liability

25.3.1 Subject to clause 25.1, where we are liable to you, our total liability arising out of or in connection with a particular Order is limited to [INSERT: per-Order liability cap — for example the Commission we earned on the affected Order, or the Purchase Price of the affected Order, whichever the company and its attorney decide].

25.3.2 Subject to clause 25.1, where we are liable to you and the claim does not relate to a particular Order, our total liability in any 12-month period is limited to [INSERT: aggregate liability cap — for example the total Commission and fees we earned from you in the 12 months before the claim arose, or a fixed rand amount].

25.3.3 [CONFIRM with attorney: that the caps chosen are not unfair, unreasonable or unjust for the purposes of section 48 of the CPA, and that the way they are brought to the Vendor's attention meets section 49 — a conspicuous notice, before acceptance, with an opportunity to receive an explanation of the risk. Where the Vendor is a natural person or a small juristic person within the CPA threshold, sections 48, 49 and 51 apply to this agreement itself.]

25.4 Nothing in this clause limits your liability to us, and clause 21 (your indemnity) is not subject to the caps in clause 25.3.

25.5 [CONFIRM with attorney: whether an uncapped Vendor indemnity, paired with a capped List Secure liability, is defensible under section 48 of the CPA where the Vendor is a natural person or a small business, or whether the Vendor's indemnity should itself be capped or carved back for consequential loss.]

26. Insurance

26.1 You are responsible for insuring your own stock, premises, equipment and business risk. We do not insure your Items, and our insurance does not cover you.

26.2 An Item in transit is at your risk until delivery, as clause 12.3 says. Arrange goods-in-transit cover, or use a courier whose cover is adequate, and check the limits. A courier's standard liability is usually far lower than the value of a high-value Item.

26.3 [CONFIRM: whether Business Vendors must carry (a) product liability insurance, and if so for what minimum amount and in what categories, and (b) goods-in-transit insurance, and if so for what minimum amount. If cover is to be mandatory, this clause must also state that the Vendor must produce a certificate of insurance at onboarding and annually, must notify List Secure of a cancellation or a material change in cover, and must note List Secure's interest where appropriate. If cover is not to be mandatory, this clause should say so plainly so that Vendors are not misled into thinking they are covered.]

26.4 Where cover is required under clause 26.3, you must maintain it for [INSERT: number] years after termination in respect of Items sold during the term, and must produce evidence of it on request.

26.5 Insurance does not reduce your obligations or your indemnities under this agreement. It is a way of funding them.

27. Records, audits and cooperation with investigations

27.1 You must keep, for at least five years, complete and accurate records of your acquisitions, your Listings, your Orders, your dispatches, your tracking, your returns, your refunds, your invoices, your tax records and your Second-Hand Goods Act register where clause 9 applies.

27.2 You must produce any of those records to us within [INSERT: number] Business Days of a written request, and immediately where the request relates to a suspected stolen Item, a safety issue or a law enforcement enquiry.

27.3 We may audit your compliance with this agreement on [INSERT: number] Business Days' written notice, or without notice where we reasonably suspect fraud, stolen goods, counterfeit goods, a safety risk or a lapsed registration. An audit will be proportionate, at reasonable times, and limited to what is relevant.

27.4 An audit is at our cost unless it establishes a material breach, in which case you must reimburse our reasonable costs.

27.5 You must cooperate with an investigation by us, by the South African Police Service, by the National Consumer Commission, by the NRCS, by the Information Regulator, by the South African Revenue Service, by the Financial Intelligence Centre or by another authority, and must not destroy, alter or conceal evidence. Clause 8.7 applies.

27.6 We may retain your Listings, images, messages, identifiers and account records as evidence, even after termination, as clause 22.1.4 and the Privacy Policy provide.

28. Force majeure

28.1 Neither party is liable for a failure or delay in performing an obligation under this agreement caused by something beyond its reasonable control.

28.2 This includes, and is expressly stated to include, load-shedding and electricity supply interruptions, network, internet, fibre or mobile data outages, and failures of a telecommunications or utility provider, as well as fire, flood, storm, earthquake, epidemic or pandemic, war, riot, civil unrest, looting, national or regional lockdown, strike or industrial action, a cyber attack, a failure of the Payment Provider or the Escrow Provider that is beyond our control, and any act of government or a regulator.

28.3 The affected party must tell the other as soon as it reasonably can, must say what is affected and for how long, and must do what it reasonably can to reduce the effect.

28.4 Force majeure does not excuse a payment obligation that has already fallen due, and it does not excuse a failure to keep a Buyer informed.

28.5 If the event lasts more than [INSERT: number of days after which either party may cancel an affected Order for force majeure], either party may cancel an affected Order and the funds in escrow are returned to the Buyer.

28.6 If the event lasts more than [INSERT: number of days after which either party may terminate this agreement for force majeure], either party may terminate this agreement on written notice.

29. Suspension, restriction and termination

29.1 Your right to leave

29.1.1 You may terminate this agreement at any time on [INSERT: Vendor termination notice period — number of days] written notice to us, by using the closure function in the Vendor Dashboard or by writing to support@listsecure.co.za.

29.1.2 You may also terminate without penalty under clause 14.7.4 if you do not accept a fee change.

29.1.3 You must complete every open Order, or agree with us and the affected Buyers how each is to be resolved, before the termination takes effect. Clause 29.4 applies to Orders still open on the termination date.

29.2 Our right to terminate for convenience

29.2.1 We may terminate this agreement for convenience on [INSERT: List Secure termination notice period — number of days] written notice to you. We do not have to give a reason, but we will not do it capriciously.

29.2.2 During the notice period you may keep trading, subject to any restriction we reasonably impose to protect Buyers, and clause 29.4 applies at the end of it.

29.2.3 [CONFIRM: that the notice period in clause 29.2.1 is at least as long as the period in clause 29.1.1. A shorter period for List Secure than for the Vendor is the kind of asymmetry that attracts scrutiny under section 48 of the CPA.]

29.3 Immediate termination for cause

29.3.1 We may suspend, restrict or terminate this agreement and your Vendor Account immediately, with written notice but without a cure period, where:

(a) you have listed or sold a stolen Item, or cannot show lawful title;

(b) you have listed or sold a counterfeit or infringing Item;

(c) you have listed a prohibited Item under clause 6 of the Marketplace Rules;

(d) you have listed or sold an unsafe Item, or an Item that breaches a compulsory specification or lacks a required approval;

(e) you have committed fraud, or attempted to, including uploading a false tracking number, taking payment for an Item you never intended to send, or using a false or another person's identity document;

(f) you have failed or lapsed verification and have not cured it within the period we set;

(g) you deal in second-hand goods as a business and are not registered with SAPS, or your registration has lapsed, been suspended or been cancelled;

(h) you have committed a material breach of clause 18 (data protection);

(i) you have committed a material breach of clause 24 (non-circumvention), or have persistently solicited Buyers off the Platform;

(j) you have misdeclared your Vendor class in order to escape the CPA;

(k) you have threatened, harassed, intimidated or abused a Buyer, another Vendor or our staff, including conduct falling within the Protection from Harassment Act 17 of 2011;

(l) you are insolvent, are placed in liquidation or business rescue, are sequestrated, or take a step towards any of those;

(m) you, a director, a member, a trustee, a partner or a beneficial owner appears on a sanctions list;

(n) your conduct exposes us, a Buyer or the Platform to a serious legal, financial, safety or reputational risk; or

(o) you have repeatedly breached this agreement or the Marketplace Rules after a warning.

29.3.2 For any other breach, we will give you written notice describing the breach and give you [INSERT: cure period — number of Business Days] to remedy it. If you remedy it within that period, we will take the matter no further. If you do not, we may terminate.

29.3.3 Where the breach is capable of being remedied and there is no immediate risk to a Buyer, we will use the graduated approach in clause 13.5 rather than going straight to termination.

29.4 What happens on termination

29.4.1 Listings and Store. Your Listings are removed and your Store is taken down, immediately on termination for cause and at the end of the notice period otherwise. Your Store page may be replaced with a notice that the Vendor is no longer trading on the Platform.

29.4.2 Open Orders. You must still deliver every Order already placed and paid into escrow, unless we cancel it. The Buyer keeps every right, including the right to lodge a Dispute, and the Acceptance Window still runs. Where we cancel an Order because you cannot or will not deliver, the Buyer is refunded in full from escrow and we may recover our costs from you.

29.4.3 Funds in escrow. Termination does not take money out of escrow. Funds already in the Escrow Account for an Order stay there and are dealt with in the ordinary way — the Order completes, or it is cancelled and refunded, or it is determined through the Dispute process.

29.4.4 Payouts. Amounts due to you are paid out in the ordinary cycle, after the Acceptance Window on each Order has closed, after any Dispute is determined, and after deduction of Commission, fees, refunds, chargebacks, penalties, indemnity amounts and set-offs under clause 15.8.

29.4.5 Reserves and holds. A Reserve or hold in place at termination continues, but only for as long as the risk lasts and never beyond the maximum period in clause 15.7 (a Reserve is released under clause 15.6.5). We will tell you when it will be released.

29.4.6 Chargeback tail. We may retain an amount reasonably necessary to cover chargebacks and refunds that may still arise on Orders completed before termination, for [INSERT: number] days after the last such Order, and will release the balance at the end of that period.

29.4.7 Negative balance. A negative balance becomes immediately due and payable, and clause 15.8.5 applies.

29.4.8 Your data. You may export your sales and Listing data from the Vendor Dashboard for [INSERT: number] days after termination. After that we may remove your access. We keep records for the periods set out in the Privacy Policy and in clauses 8.5, 22.1.4 and 27.6.

29.4.9 Buyer Personal Information. You must delete or de-identify Restricted Data under clause 18.8.4 and confirm that you have done so.

29.4.10 Our marks. You must stop using our marks under clause 22.4.2(d).

29.4.11 No re-registration. Where we terminated for cause, you may not open another Vendor Account, and we may block related accounts, devices, identities and bank accounts.

29.5 Survival

29.5.1 The following clauses survive termination, together with any other clause that by its nature should survive: clause 3 (definitions), clause 5 (relationship), clause 8.5 to 8.7 (records, cooperation, no tipping off), clause 9.1 and 9.7 (title and indemnity), clause 14.4 and 14.6 (accrued Commission and amounts owed), clause 15.8 (set-off and recovery), clause 16.6 and 16.7 (refunds and chargebacks), clause 17.3 (CPA indemnity), clause 18 (data protection), clause 21 (indemnity), clause 22.1.4 and 22.2 (surviving licence and our IP), clause 23 (confidentiality, for the period in clause 23.6), clause 24 (non-circumvention, for the period in clause 24.2), clause 25 (limitation of liability), clause 27 (records and audits), clause 29.4, clause 32 (dispute resolution) and clause 33 (general).

29.6 Appeals — your right to a human review

29.6.1 You may appeal any decision we take under this agreement, including a verification failure, a Listing removal, a performance action under clause 13, a payout hold, a Reserve, a set-off, a Dispute determination, a re-classification under clause 6.5.3, a restriction, a suspension and a termination.

29.6.2 Send your appeal to support@listsecure.co.za within [INSERT: appeal window — number of days from the decision], saying which decision you are appealing, why you say it was wrong, and attaching your evidence.

29.6.3 A person will review your appeal, not an automated system, and where practical it will be someone who was not responsible for the original decision. This gives effect to section 71 of POPIA, which entitles you to ask for human intervention in a decision based solely on automated processing that has a legal effect on you or affects you substantially, and it is consistent with the corresponding clause in the Privacy Policy.

29.6.4 We will respond within [INSERT: number] Business Days and will give reasons.

29.6.5 If your appeal succeeds we will reverse the decision and, as far as we can, restore your Vendor Account, your Listings, your ratings, your metrics and your held funds.

29.6.6 An appeal does not suspend the decision while it is being considered, unless we say so. Where the decision is a termination for a reason that does not involve a risk to Buyers, we will normally hold it in place but will not delete your data until the appeal is decided.

29.6.7 If you are not satisfied with the outcome, clause 32 applies.

30. Changes to this agreement

30.1 We may change this agreement, for example to reflect a change in the law, in our services, in our fees, in our providers or in the risks we face.

30.2 We will publish the changed version on the Platform with a new version number and effective date, and will keep the previous versions available.

30.3 For a material change — including a change to Commission or fees, to the performance standards in clause 13, to the payout, hold or Reserve rules in clause 15, to the Dispute mandate in clause 16.5, to the liability provisions in clause 25, or to the termination provisions in clause 29 — we will give you at least [INSERT: number of days' notice of a material change to this agreement] written notice by email to your registered address and by notification in the Vendor Dashboard before it takes effect. A change to fees is also governed by clause 14.7.

30.4 How you accept a change. You accept the changed version by clicking to accept it in the Vendor Dashboard, or by continuing to list Items or accept Orders after it takes effect. Clause 2 applies to that acceptance, and we record the date, the time and the IP address in the same way.

30.5 If you do not accept a change, you may terminate this agreement by written notice before the change takes effect. Where the change is a fee change, clause 14.7.4 gives you a penalty-free exit. Where it is another material change, [CONFIRM: whether a penalty-free exit should apply to every material change, not only a fee change. Extending it is the safer position under section 48 of the CPA and costs the company very little.]

30.6 A change does not apply retrospectively to an Order already placed, a Dispute already lodged, or a Commission already accrued.

30.7 A change to the Marketplace Rules, the Payment Terms or another document in the Platform Terms is made under that document's own change clause, and applies to you as part of this agreement.

31. Notices, domicilium and electronic communications

31.1 You consent to communicating with us electronically, and you agree that data messages, emails and Vendor Dashboard notifications satisfy any legal requirement that a communication be in writing.

31.2 In terms of section 23 of ECTA, a data message is treated as sent when it enters an information system outside the sender's control, and as received when it becomes capable of being retrieved by the addressee.

31.3 We will send notices to the email address on your Vendor Account and by notification in the Vendor Dashboard. It is your responsibility to keep your email address current and to check your Vendor Dashboard. A notice is not invalid because you did not read it.

31.4 Domicilium citandi et executandi — the address each party chooses for the service of legal documents:

31.4.1 List Secure: 16 Pelican Way, Zeekoevlei, Western Cape, 7942, South Africa, marked for the attention of [INSERT: title of the person to whom legal notices must be addressed], with a copy by email to [INSERT: legal@listsecure.co.za or confirm support@].

31.4.2 You: the physical address you gave at onboarding, and the email address on your Vendor Account.

31.4.3 Either party may change its domicilium on 10 Business Days' written notice. The new address must be a physical address in South Africa.

31.5 A notice is deemed received: on delivery, if delivered by hand on a Business Day; on the seventh Business Day after posting, if sent by prepaid registered post; and on the day of sending, if sent by email before 16h00 on a Business Day, unless the sender receives a delivery failure message.

31.6 A notice about an Order, a Listing, a Dispute or an enforcement decision may be given through the Vendor Dashboard. A notice of breach, of termination or of legal proceedings must be given to the domicilium.

32. Dispute resolution between you and us

This clause is about a dispute between you and List Secure. It is not the Buyer/Vendor Dispute process. A Buyer/Vendor Dispute about an Order follows clause 16.3 and is decided under clause 16.5. Do not confuse the two.

32.1 Step 1 — talk to us. Send your complaint to support@listsecure.co.za, setting out what happened, what you want and what evidence you have. We will acknowledge it within [INSERT: number] Business Days and respond within [INSERT: number] Business Days. Most matters end here.

32.2 Step 2 — escalation and negotiation. If you are not satisfied, either party may escalate the matter in writing. Each party must appoint a senior representative, and those representatives must meet — in person, by video or by telephone — within [INSERT: number] Business Days and must negotiate in good faith to settle the dispute.

32.3 Step 3 — mediation. If negotiation does not settle the dispute within [INSERT: number] Business Days of the first meeting, either party may refer it to mediation. The mediator is agreed between the parties, failing which the mediator is appointed by [CONFIRM: the body that appoints the mediator — for example the Arbitration Foundation of Southern Africa (AFSA)]. The parties share the mediator's costs equally, and each pays its own costs. Mediation is confidential and without prejudice.

32.4 Step 4 — arbitration. If mediation does not settle the dispute within [INSERT: number] Business Days of the mediator's appointment, either party may refer the dispute to arbitration under [CONFIRM: AFSA — whether the arbitration is to be conducted under the rules of the Arbitration Foundation of Southern Africa, or under private arbitration rules to be specified].

32.4.1 The arbitration will be held in [INSERT: city where the arbitration is to be held], in English, before one arbitrator.

32.4.2 The arbitrator is agreed between the parties, failing which the arbitrator is appointed by [CONFIRM: the appointing body].

32.4.3 The arbitration is private and confidential, and the award is final and binding, and may be made an order of court.

32.4.4 The Arbitration Act 42 of 1965 applies.

32.5 What this clause does not do.

32.5.1 It does not stop either party from approaching a court urgently for an interdict or other urgent relief.

32.5.2 It does not stop us from instituting proceedings to recover a debt under clause 15.8.5.

32.5.3 It does not take away your right to complain to a regulator or an ombud. You may approach the National Consumer Commission, a recognised consumer ombud, the National Consumer Tribunal, the Information Regulator under section 74 of POPIA for a privacy complaint, or the Small Claims Court where the amount falls within its jurisdiction. Doing so is free and does not affect your right to go to court.

32.5.4 It does not take away a right you have under the CPA that cannot lawfully be waived.

32.6 [CONFIRM with attorney: whether a compulsory arbitration clause is appropriate and enforceable where the Vendor is a natural person or a small juristic person to whom the CPA applies. Section 48 of the CPA and the case law on compulsory arbitration in consumer contracts must be considered, and it may be safer to make arbitration optional at the Vendor's election, or to exclude claims below a stated value so that the Vendor can use the Small Claims Court.]

33. General

33.1 Cession and assignment. We may cede, assign, delegate, transfer or subcontract our rights and obligations under this agreement, in whole or in part, including as part of a sale of our business, a merger or a restructuring, without your consent. We will not do so in a way that reduces your rights. Where the transfer involves your Personal Information, the Privacy Policy applies. You may not cede, assign, delegate or transfer any of your rights or obligations without our prior written consent, which we will not withhold unreasonably. Clause 4.4 also applies.

33.2 Whole agreement. This agreement, together with the other documents in the Platform Terms, is the whole agreement between you and us about your trading on the Platform, and replaces all earlier discussions, representations, proposals and agreements about that subject. This does not exclude liability for a fraudulent misrepresentation and does not affect a right you have under the CPA.

33.3 Variation in writing. No variation of this agreement is effective unless it is in writing. A change made by us under clause 30 and accepted by you under clause 30.4 is a variation in writing for this purpose. No oral variation, and no variation by conduct, is effective.

33.4 No waiver. If we do not enforce a right, or delay in enforcing it, that is not a waiver. A waiver is effective only if it is in writing and signed by us, and applies only to the instance for which it was given. Any relaxation or indulgence we grant is not a waiver and does not create a precedent.

33.5 Severability. If a court or a regulator finds a provision of this agreement invalid, unlawful or unenforceable, that provision is severed and the rest continues to apply. Where the provision can be read down to make it valid, it must be read down rather than severed.

33.6 Independent advice. You confirm that you have had the opportunity to read this agreement, to ask us questions about it, and to take your own legal advice before accepting it.

33.7 Rights are cumulative. Our rights under this agreement are in addition to, and not in substitution for, our rights in law.

33.8 Language. This agreement is drafted in English. Any translation is for convenience and the English version prevails.

33.9 Counterparts and electronic acceptance. This agreement is concluded electronically under clause 2 and no printed, signed counterpart is required.

33.10 Governing law. This agreement is governed by the laws of the Republic of South Africa.

33.11 Jurisdiction. You consent, in terms of section 45 of the Magistrates' Courts Act 32 of 1944, to the jurisdiction of the Magistrates' Court having jurisdiction over you, in respect of any proceedings arising out of this agreement, even where the amount in dispute exceeds that court's normal jurisdiction. This does not limit our right to institute proceedings in the High Court of South Africa where we choose to do so, and it does not limit your right to approach any court, tribunal, ombud or regulator that has jurisdiction.

33.12 Costs. Where a party breaches this agreement and the other party instructs attorneys to enforce it, the breaching party must pay the enforcing party's reasonable legal costs on the attorney and own client scale, including collection commission and tracing fees.

33.13 Interpretation against the drafter. The rule that an ambiguous provision is interpreted against the party who drafted it is not excluded.

33.14 Anti-bribery. Neither party may offer, give, request or accept a bribe or an improper benefit in connection with this agreement, and each must comply with the Prevention and Combating of Corrupt Activities Act 12 of 2004.

33.15 Third parties. Nothing in this agreement gives a right to a person who is not a party to it, except that clause 21 (indemnity) may be enforced by our directors, employees and contractors, who accept the benefit of it.

Annexure A — Vendor onboarding checklist

This Annexure lists every document and data field you must supply before your Vendor Account is approved. It forms part of this agreement. Where a field is marked B it applies to Business Vendors only, P to Private Vendors only, and All to every Vendor.

A1. Identity and contact

A2. Business details

A3. Tax

A4. Banking

A5. Vendor class and consumer status

A6. Second-hand goods (Second-Hand Goods Act 6 of 2009)

A7. Licences, permits and product compliance

A8. Insurance

A9. Fulfilment

A10. Optional and reporting

A11. Acceptance record (captured by the system, clause 2.3)

Annexure B — Vendor declarations

You must confirm each of the following statements at onboarding. Each statement is ticked separately. A single "I agree to everything" tick box does not satisfy this Annexure. Each declaration is a representation to us under clause 19, and a false declaration is a material breach of this agreement.

B1 — Identity and authority. I confirm that I am 18 years of age or older, that the identity and contact details I have given are mine and are true, and that where I am accepting on behalf of a company, close corporation, co-operative, trust or partnership, I am duly authorised to bind it and both it and I are bound by this Vendor Agreement.

B2 — Accuracy of information. I confirm that every document and every piece of information I have supplied is genuine, current, unaltered and complete, and that I will keep my Vendor Account information accurate and will update it when it changes.

B3 — Vendor class. I confirm that I have declared my Vendor class truthfully. I understand that a Business Vendor sells in the ordinary course of business and is a supplier under the Consumer Protection Act 68 of 2008, and that a Private Vendor sells only their own used possessions occasionally. I confirm that my declared class is correct and that I will tell List Secure within the period in clause 6.4.2 if it changes.

B4 — Consumer law. If I am a Business Vendor, I confirm that I will comply with the Consumer Protection Act 68 of 2008 in full, including sections 22, 41, 48, 49, 54, 55, 56 and 61, and with sections 43 and 44 of the Electronic Communications and Transactions Act 25 of 2002.

B5 — Lawful title. I confirm that I am the lawful owner of every Item I list, or am authorised in writing by the lawful owner to sell it; that no Item is stolen, misappropriated, hijacked, fraudulently obtained, subject to an unsettled credit or lease agreement, or subject to any other person's rights; and that I can produce proof of where I got each Item.

B6 — Identifying marks. I confirm that no identifying mark on any Item I list — IMEI, serial number, VIN, engine number, chassis number or hallmark — has been removed, altered, defaced or obscured, and that I will record IMEI and serial numbers as the Marketplace Rules require.

B7 — Second-hand goods registration. I confirm that either I do not deal in second-hand goods as a business, or I am registered with the South African Police Service as a dealer in second-hand goods under the Second-Hand Goods Act 6 of 2009, my registration is valid and current, I keep the prescribed register for five years, I do not acquire goods from a person under 18, I observe the statutory holding period before altering or disposing of acquired goods, and I will produce my registration number, my certificate and my register on request.

B8 — Prohibited and restricted Items. I confirm that I have read clause 6 (Prohibited Items) and clause 7 (Restricted Items) of the Marketplace Rules, that I will not list a prohibited Item, and that I will list a restricted Item only where I meet every stated condition, hold every licence required, and make every stated disclosure.

B9 — Counterfeit and intellectual property. I confirm that I will not list, sell or possess for sale counterfeit goods, and that my Listings and my Items do not infringe any person's trade mark, copyright, design, patent or other right.

B10 — Product safety and compliance. I confirm that every Item I sell is safe, complies with every applicable compulsory specification and standard, including NRCS, SABS and ICASA type approval where they apply, and carries the labelling, instructions and warnings the law requires.

B11 — Tax status. I confirm that I am registered with the South African Revenue Service where the law requires it, that my tax affairs are my own responsibility, that I have declared my VAT status correctly, and that I will charge and account for VAT correctly on my sales.

B12 — Data protection. I confirm that I have read clause 18, that I am an independent responsible party for Buyer Personal Information I receive, that I will use it only to fulfil the Order and meet my legal obligations, that I will not market to Buyers without separate consent complying with section 69 of POPIA, that I will not sell or otherwise transfer it, that I will secure it under section 19 of POPIA, that I will notify List Secure of a security compromise within the period in clause 18.6.1, and that I will delete or de-identify it when I no longer need it.

B13 — No off-platform selling. I confirm that I will keep communication and payment on the Platform, will not solicit or accept payment off the Platform, and will not include contact details, links or off-platform payment instructions in a Listing, an image, a message or a package.

B14 — Fulfilment. I confirm that I will dispatch within the dispatch window, will package Items properly, will upload genuine tracking, and will honour returns and refunds under the Returns & Refunds Policy and the law.

B15 — Disputes. I confirm that I have read clause 16.5, that I mandate List Secure to determine a Dispute and to instruct the Escrow Provider accordingly, and that I will be bound by that determination as between List Secure and me, while keeping my own rights against the Buyer.

B16 — Sanctions and standing. I confirm that neither I nor any director, member, trustee, partner or beneficial owner of my business appears on a sanctions or terrorist financing list, is disqualified from acting as a director, or is insolvent, in liquidation, under business rescue or under an administration order.

B17 — No misrepresentation about List Secure. I confirm that I will not tell a Buyer, or imply, that List Secure has inspected, tested, authenticated, approved, guaranteed or stands behind any Item, and that I understand that verification reduces risk but is not a guarantee.

B18 — Acceptance. I confirm that I have read and understood the Vendor Agreement, the Marketplace Rules, the Terms & Conditions, the Privacy Policy, the Payment Terms, the Shipping Policy and the Returns & Refunds Policy, that I have had the opportunity to ask questions and to take legal advice, and that I accept and am bound by them.

Acceptance and signature

By ticking each declaration in Annexure B and clicking "I accept the Vendor Agreement" in the onboarding flow, you sign this agreement electronically and bind yourself to it.

Vendor

LIST SECURE (PTY) LTD

This agreement takes effect on the later of the date you accept it and the date we approve your Vendor Account.