PARTNERS TERMS AND CONDITIONS AGREEMENT
(“Agreement”) between WOLFATEK CAPITAL (PTY) LTD (Registration number:
2021/405316/07) 63 ST Andrews Drive, Durban North, 4051, 2052 (“Wolfatek Capital”) and INDEPENDENT SALES AGENTAGREEMENT IT IS AGREED as follows:
1. INTERPRETATION
1.1 “Activities” means the undertaking by the Independent Sales Agent to promote and sell the products of Wolfatek Capital in accordance with the Wolfatek Capital sales model at any given time;
1.2 “Area” means the geographic area comprising the sales district in which the Independent Sales Agent operates, as approved by Wolfatek Capital;
1.3 The end user, new sign-up, customer, health care practitioner (hereinafter referred to as the “Client”)
1.4 The Partner, hereinafter referred to as the “Independent Sales Agent”.
1.5 THE PRICE
1.5.1 The Parties agree that the prices of the monthly plans will be set by the Wolfatek Capital, that Wolfatek Capital will obtain and provide the promotional materials (if any) for the Independent Sales Agent to use and to obtain new Clients.
1.5.2 Monthly contract prices and commission structures are subject to change without any prior notice at sole discretion of Wolfatek Capital.
1.6 THE TERM
1.6.1 This Agreement shall be effective on the date of signing this Agreement (hereinafter referred to as the “Effective Date”) and will end once contract has been terminated by the Independent Sales Agent or Wolfatek Capital.
1.6.2 The term of this Agreement may be extended upon the provision of written consent from both Parties.
1.6.3 Should the Independent Sales Agent not be active for more than a year, i.e., not generating any new sign-up’s, Wolfatek Capital has the right to remove the Independent Sales Agent, with a one month’s notice.
2. APPOINTMENT
2.1 Wolfatek Capital hereby appoints the Independent Sales Agent to undertake the Activities in the Area and the Independent Sales Agent agrees to undertake the Activities on the terms and conditions of this Agreement. This Agreement grants no distribution rights to the Independent Sales Agent in respect of any products supplied by Wolfatek Capital.
2.2 Nothing in the Agreement renders the Independent Sales Agent an employee, worker, agent or partner of Wolfatek Capital.
2.3 The Independent Sales Agent understands and agrees that he/she is a self-employed independent contractor and is solely responsible for arranging the necessary tools and funds in order to perform the Activities.
2.4 The Independent Sales Agent may, with the prior written approval of Wolfatek Capital, appoint a suitably qualified and skilled substitute to undertake the Activities instead of the Independent Sales Agent, provided that the substitute enters into direct undertakings with Wolfatek Capital, including with regard to confidentiality. If Wolfatek Capital accepts the substitute, any fees payable for undertaking the Activities will remain payable to the Independent Sales Agent and the Independent Sales Agent will be responsible for the remuneration of the substitute.
3. RESPONSIBILITIES OF THE INDEPENDENT SALES AGENT/PARTNER
3.1 The Independent Sales Agent will undertake the Activities in a professional manner and to the standards required by Wolfatek Capital.
3.2 The Independent Sales Agent is fully responsible for:
3.2.1 complying with all requirements, statutory or otherwise, which are applicable to independent contractors and persons performing activities such as the Activities; and
3.2.2 paying all costs, and expenses associated with his/ her business activities including all tax, insurance, telephone accounts and any other costs.
3.3 The Independent Sales Agent may not hold him/herself out as being authorized to: negotiate the sale or purchase of goods on behalf of or in the name of Wolfatek Capital; incur any expenditure, debts, liabilities or obligations in the name of or for the account of Wolfatek Capital; and/or commit Wolfatek Capital to agreements with third parties, unless he/ she is expressly authorized to do so in writing by Wolfatek Capital.
3.4 The Independent Sales Agent may not promote Wolfatek Capital’s products in any manner which is likely to mislead or deceive potential customers. In particular, the Independent Sales Agent must not persuade anyone to make a payment by promising benefits from getting others to join Wolfatek Capital as the Independent Sales Agent.
3.6 The Independent Sales Agent indemnifies Wolfatek Capital for and in respect of any liability for any claim arising as a result of a breach by the Independent Sales Agent of the terms of this Agreement.
4. CONFLICTS OF INTEREST
4.1 The Independent Sales Agent warrants that he/she is over the age of 18 at the time of signing this Agreement.
4.2 The Independent Sales Agent agrees not to encourage or invite Wolfatek Capital’s Independent Sales Agent to participate in other network or multi-level marketing or direct selling programmes in competition with those promoted by Wolfatek Capital.
4.3 Nothing in this Agreement prevents the Independent Sales Agent from being engaged in any other business, occupation or activity provided that such business, occupation or activity does not cause a breach of or conflict with any of the Independent Sales Agent obligations under this Agreement.
5. RELATIONSHIP AND TAXES
The parties hereto expressly intend that Independent Sales Agent render the services described in this Agreement as an independent contractor, and not an employee, of Wolfatek Capital or any of its subsidiaries. Therefore, Independent Sales Agent acknowledges and agrees that they will not be eligible to participate in any employee benefit, compensation, or bonus plans or programs sponsored by Wolfatek Capital or any of its subsidiaries, and expressly waives any right to participate that may be deemed to exist. In addition, the Independent Sales Agent expressly acknowledges and agrees that they are solely responsible for payment of any and all taxes payable in connection with the compensation and benefits to be paid or provided to Independent Sales Agent under this Agreement, and that Wolfatek Capital shall not withhold any such taxes from such compensation and benefits unless Wolfatek Capital determines that it is required to do so by applicable law.
6. INTELLECTUAL PROPERTY
6.1 The Independent Sales Agent must do nothing to bring Wolfatek Capital into disrepute or damage the distinctive quality of Wolfatek Capital’s trademarks or trade names, which are the exclusive property of Wolfatek Capital or its affiliated companies and which are protected by law.
6.2 The Independent Sales Agent may not create any advertising or promotional materials, including materials on the Internet or other electronic media, or operate or maintain any website for the purpose of promoting his/her Independent Sales Agent business, unless such advertising or promotional material or website is in line with the Intellectual Property Policy of Wolfatek Capital in place at the time.
7. CONFIDENTIAL INFORMATION
7.1 All terms and conditions of this Agreement and any materials provided during the term of the Agreement must be kept confidential, unless the disclosure is required pursuant to process of law.
7.2 Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Wolfatek Capital.
8. DATA PROTECTION
8.1 The Independent Sales Agent consents to his/her personal details being held and processed (including processing by automatic means) by Wolfatek Capital and its authorized third parties for the purposes of performing functions on Wolfatek Capital’s behalf, including (but not limited to) order fulfilment and delivery, marketing, research, customer service, administration, payment processing, the production of electronic invoices and statements of fees earned.
8.2 The Independent Sales Agent consents to allowing transfers of his/her personal details to any other company within Wolfatek Capital’s group and business contacts located in other countries outside of South Africa in order to facilitate the proper performance of this Agreement by Wolfatek Capital.
9. COMMISSION EARNINGS
9.1 The Parties hereby agree that the Independent Sales Agent will be paid by Wolfatek Capital a monthly recurring revenue (MRR) commission based on the active, paid referrals in their portfolio.
9.1.1 Commission is calculated strictly on active paid subscriptions where HPSuite+ has successfully received and cleared the monthly subscription fee from the referred practice. Trial periods, pending activations, unactivated accounts, dead referrals, or unpaid/credited invoices are strictly excluded.
9.1.2 The commission tier percentage is determined by the total number of active paid practice referrals in the Independent Sales Agent's portfolio at the end of each billing cycle, as follows:
- Bronze Tier (0 - 24 active paid referrals): 5.0% monthly recurring yield.
- Silver Tier (25 - 49 active paid referrals): 6.0% monthly recurring yield.
- Gold Tier (50 - 99 active paid referrals): 7.0% monthly recurring yield.
- Platinum Tier (100+ active paid referrals): 10.0% monthly recurring yield.
9.1.3 The commission tier percentage is applied retrospectively to your entire active paid portfolio once you transition into a higher tier.
9.1.4 The commission will not be assigned to the Independent Sales Agent if the referred practice does not register using the agent's unique exclusive referral QR code or link.
9.2 Commissions are paid to the Independent Sales Agent monthly, typically on the seventh (7th) day after successful collection and clearance of subscription fees from the referred practice.
9.3 Ongoing monthly commissions are dependent on the referred client maintaining an active and paid account status. Should a client account go into arrears, suspend, or terminate, commissions on that account will immediately cease.
9.4 If a referred client cancels their subscription and re-registers, irrespective of the cancellation period, no new referral relationship is established, and commission is not payable on the new registration unless explicitly approved in writing by Wolfatek Capital.
10. DURATION AND TERMINATION
10.1 Without prejudice to any other remedies that Wolfatek Capital may have against the Independent Sales Agent, Wolfatek Capital has the right at any time, by giving notice in writing to the Independent Sales Agent, to terminate the Agreement with immediate effect if the Independent Sales Agent: commits a breach of any of the terms or conditions of this Agreement; or is guilty of any conduct which is prejudicial to Wolfatek Capital’s interest (and which is determined in Wolfatek Capital’s sole discretion).
10.2 If Wolfatek Capital ceases to carry on business, or ceases to deal in the products, this Agreement shall terminate forthwith unless the rights and obligations of Wolfatek Capital are assigned to another legal entity.
10.3 Wolfatek Capital reserves the right to alter or amend this Agreement or the Independent Sales Agent Program or to discontinue it at any time by giving written notice to that effect. The Independent Sales Agent will always be given no less than 30 days written notice in advance of any such changes, except that where such changes affect the Independent Sales Agent status or the structure or method of calculation of the Independent Sales Agent consideration for the Activities in which case the Independent Sales Agent will be given no less than 60 days written notice in advance of such changes.
10.4 Nothing in this Agreement entitles the Independent Sales Agent to receive any compensation or indemnity following the termination of this Agreement. Where this Agreement is terminated, the Independent Sales Agent must, at Wolfatek Capital’s request, remove and return to Wolfatek Capital or destroy, any and all signs, stationery or other material reflecting the name or logo of Wolfatek Capital that came into his/her possession during the duration of this Agreement and must stop holding his/herself out, in any manner, as an Independent Sales Agent of Wolfatek Capital.
11. GENERAL
11.1 Independent Sales Agent rights and obligations under the Agreement may not be assigned or otherwise transferred by the Independent Sales Agent, except as provided for in clause 2.4.
11.2 The Independent Sales Agent must keep Wolfatek Capital informed of any change to his/her physical address, email address or telephone number.
11.3 The Independent Sales Agent expressly authorizes Wolfatek Capital to issue communications (including invoices) electronically, by email to the Independent Sales Agent, by posting messages or notices directly by email to partners@hpsuite.com or by Short Message Service (SMS), and the Independent Sales Agent agrees that such communications will satisfy any legal requirements for such communications to be in writing in terms of the provisions of the Electronic Communications and Transactions Act, 2002.
11.4 The Independent Sales Agent may be required to attend meetings from time to time with a Representative of Wolfatek Capital.
11.5 This Agreement constitutes the entire agreement between the parties and supersedes any previous agreement or understanding in relation to the same subject matter, but this clause does not limit the liability of either party for fraud.
11.6 This Agreement is governed by the laws of South Africa.
11.7 By signing this Agreement, the Independent Sales Agent records that he/she has carefully read and reviewed the contents of the Agreement and acknowledges that he/she fully understands all of its terms and conditions. The Independent Sales Agent has the right to cancel this Agreement within 10 days of its being signed. Independent Sales Agent may not promote the Wolfatek Capital products in any manner which is likely to mislead or deceive potential customers. In particular, the Independent Sales Agent must not make false promises on the earnings potential arising from the recruitment of new Representatives/Consultants. Do not be misled by claims that high earnings are easily achieved. WOLFATEK CAPITAL (PTY) LTD.
ENTIRE AGREEMENT
This Agreement contains the entire agreement and understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
