Course Reseller Partner Agreement – Terms and Conditions

This Agreement (“Agreement”) outlines the terms and conditions between GSourcers (Pty) Ltd, a company registered in Johannesburg, Republic of South Africa, with CIPC registration number 2016/133405/07 (“Company” or “Client” or “First Undersigned”), and you, the Reseller (each a “Party” and collectively the “Parties”).

1. Definitions

  • 1.1. Product(s): Refers to the Company’s goods, software, course content, services, or other course materials, as detailed in Exhibit B, which the Reseller is authorized to sell under this Agreement.
  • 1.2. Reseller Organization/Institution: Refers to the geographic area or market segment, as specified in Exhibit C, within which the Reseller is permitted to sell the Product(s).
  • 1.3. End User: Refers to the final purchaser or licensee who acquires the Product(s) for their own use and not for resale, redistribution, or any other transfer of rights.

2. Appointment of Reseller

  • 2.1. Appointment: The Company appoints the Reseller, and the Reseller accepts, as a non-exclusive reseller of the Product(s) within the Reseller Organization/Institution, subject to the terms herein.
  • 2.2. Restrictions: The Reseller shall not market, solicit orders for, or sell the Product(s) outside the Reseller Organization/Institution, or to any person known or reasonably believed to intend to resell the Product(s) outside the Reseller Organization/Institution, without the Company’s prior written consent.

3. Duties and Obligations

  • 3.1. Reseller Duties: The Reseller agrees to:
    • Comply with all pricing terms as per Exhibit A.
    • Use best efforts to promote the sale and distribution of the Product(s) and provide adequate service to End Users within the Reseller Organization/Institution.
    • Conduct marketing activities for the Product(s) at its own expense, in a manner that reflects positively on the Product(s) and the Company’s reputation and goodwill.
    • Participate in any Product(s) training sessions reasonably required by the Company and ensure its sales staff is adequately trained to advise End Users.
    • Provide periodic sales forecasts and reports to the Company as reasonably requested.
    • Comply with all applicable laws and regulations and refrain from any activity that could harm the Company’s or Product(s)’ reputation.
  • 3.2. Company Duties: The Company agrees to:
    • Provide the Reseller with necessary information about the Company’s services to enable effective promotion of the Product(s).
    • Provide the Reseller with pricing terms as per Exhibit A.
    • Provide necessary training and support to the Reseller to enable them to fulfill their obligations.

4. Price, Payment, and Delivery

  • 4.1. Pricing and Payment: Product(s) pricing is outlined in Exhibit A. All prices exclude taxes, fees, duties, or other amounts. The Reseller is responsible for all taxes related to purchased Product(s). Unless otherwise specified, all payments are due in full within 15 days from the invoice date.
  • 4.2. Product Delivery: Delivery terms, including location and method, are detailed in Exhibit B. Risk of loss or damage passes to the Reseller upon the Company’s delivery to the carrier. The Reseller is responsible for all delivery costs, including freight, insurance, and applicable import/export duties.
  • 4.3. Late Payment: Overdue amounts will incur interest at 10% per month, or the maximum rate permitted by law, without limiting other Company rights.
  • 4.4. Payment Disputes: The Reseller must immediately notify the Company in writing of any disputed invoice. Both Parties agree to negotiate in good faith to resolve such disputes promptly.

5. Confidentiality

  • 5.1. Definition: “Confidential Information” includes any information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or should reasonably be understood as confidential due to its nature and circumstances of disclosure. This includes, but is not limited to, business plans, customer lists, financial information, and proprietary information.
  • 5.2. Non-Disclosure: The Receiving Party agrees to keep all Confidential Information strictly confidential and shall not disclose it to any third party without the Disclosing Party’s prior written consent. Confidential Information shall be used solely for performing obligations under this Agreement.
  • 5.3. Exceptions: Obligations do not apply to Confidential Information lawfully known by the Receiving Party at disclosure, disclosed by a third party with disclosure rights, publicly available without the Receiving Party’s fault, or independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.
  • 5.4. Required Disclosure: If legally required to disclose Confidential Information, the Receiving Party will provide prompt written notice to the Disclosing Party before disclosure, allowing time to contest if possible.
  • 5.5. Return of Confidential Information: Upon termination or request, the Receiving Party will return all Confidential Information and copies, unless legally required to retain it.
  • 5.6. Continuing Obligations: Confidentiality obligations survive termination until the Confidential Information becomes public knowledge through no fault of the Receiving Party.

6. Intellectual Property

  • 6.1. Ownership: The Reseller acknowledges that the Company and its licensors own all rights, title, and interest in the Product(s) and all associated intellectual property rights. This Agreement grants the Reseller only the right to sell or service the Product(s) in accordance herewith, and no other right, title, or interest.

7. Term and Termination

  • 7.1. Term: This Agreement commences on the date first set forth above and continues indefinitely unless terminated by either Party.
  • 7.2. Termination without Cause: Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other Party. No reasoning for termination is required in such cases.
  • 7.3. Termination for Cause: Either Party may terminate this Agreement immediately with written notice if the other Party:
    • Breaches any material term and fails to cure within thirty (30) days of notice, unless the breach cannot be cured within 30 days, in which case the breaching Party must promptly commence and continuously pursue a cure.
    • Becomes subject to bankruptcy, insolvency, reorganization, liquidation, dissolution, receivership, or similar proceeding, or ceases business operations.
    • Fails to comply with applicable laws or regulations, harming the other Party’s reputation or business.
  • 7.4. Effect of Termination: Upon termination or expiration for any reason:
    • All rights granted to the Reseller immediately cease.
    • The Reseller must promptly discontinue all promotion of the Company’s products or services.
    • Any outstanding fees owed to either Party will be paid as per the Agreement’s terms.
  • 7.5. Survival: Sections 7 and any other rights or obligations intended to survive termination or expiration will continue in full force and effect.

8. General Provisions

  • 8.1. Governing Law: This Agreement is governed by and interpreted in accordance with the laws of the Republic of South Africa.
  • 8.2. Entire Agreement: This Agreement, including all exhibits and appendices, constitutes the entire agreement between the Parties, superseding all prior agreements, understandings, negotiations, and discussions, whether oral or written.
  • 8.3. Amendments: This Agreement may only be amended, modified, or supplemented by a written agreement signed by both Parties.
  • 8.4. Waiver: No waiver of any provision herein is effective unless explicitly set forth in writing and signed by the waiving Party. No waiver of any default operates as a waiver of any other default.
  • 8.5. Indemnification: Each Party agrees to indemnify and hold the other harmless from any claims, losses, damages, liabilities, or expenses resulting from the indemnifying Party’s negligent or intentional acts or omissions.
  • 8.6. Severability: If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity shall not affect any other provision or invalidate the provision in any other jurisdiction.
  • 8.7. Notices: All required or permitted notices must be in writing and may be delivered personally, by recognized overnight delivery service, telecopy, or electronic mail with confirmed receipt. Notices should be addressed to the relevant Party at the addresses below or any other address provided in writing. A notice is effective upon personal delivery or confirmed receipt for other methods.Company Address: 28 Blairgowrie Drive, Blairgowrie Johannesburg, South Africa 2194Reseller Address: As on your account profile form.
  • 8.8. Independent Contractor Relationship: The Reseller is an independent contractor, not an agent, partner, or employee of the Company, and has no authority to enter into agreements or obligations on behalf of the Company.
  • 8.9. Non-Exclusivity: The relationship is non-exclusive; both Parties may enter into similar agreements with other parties unless otherwise specified.
  • 8.10. No Assignment: The Reseller may not assign or transfer this Agreement or delegate its obligations without the Company’s prior written consent.
  • 8.11. Dispute Resolution: Any disputes arising from or related to this Agreement will first be negotiated in good faith. If unresolved, the Parties agree to mediation before litigation.
  • 8.12. Counterparts: This Agreement may be executed in counterparts, each deemed an original, and all together constituting one agreement. A signed electronic copy has the same legal effect as an original.

ACCEPTANCE OF TERMS AND CONDITIONS

By checking the “I agree to the Terms and Conditions” box, or by signing below, and in consideration of the mutual covenants contained herein, the Reseller acknowledges that they have read, understood, and agree to be bound by all the terms and conditions of this Agreement, including all Exhibits.

For the Reseller Partner (Independent Contractor):

[ ] I agree to the Terms and Conditions (If this is a digital agreement, a checkbox can be used instead of a signature line)

Name: ________________________ Signature: ________________________ Date: ________________________

For GSOURCERS (PTY) LTD (The Company):

SIGNED: ________________________ (Duly authorized representative)

Name: ________________________ Title: ________________________ Date: ________________________

 

EXHIBIT A: Pricing Terms

This Exhibit A is part of the Agreement. In case of conflict, the Agreement’s terms prevail.

  • 1. Product Pricing
    • 1.1. Standard Pricing: Standard product/service prices are listed in the Company’s price list (provided to Reseller), excluding taxes.
    • 1.2. Discount: The Reseller receives a 2% discount off standard prices.
  • 2. Price Changes
    • 2.1. The Company may change standard prices or discounts with at least 30 days’ written notice to the Reseller. Changes apply to orders placed after the effective date.
    • 2.2. Prices for orders placed before a price change remain as of the order date.
  • 3. Payment Terms
    • 3.1. The Reseller will pay for products/services within 15 days of the Company’s invoice date.
    • 3.2. All amounts due shall be paid in full without set-off, counterclaim, deduction, or withholding.
    • 3.3. Late payments will incur 10% interest daily from the due date until paid, whether before or after judgment.
  • 4. Credit Terms
    • 4.1. The Company may, at its sole discretion, extend credit to the Reseller.
    • 4.2. Credit amount and terms are at the Company’s sole discretion and may be changed or cancelled without notice.
  • 5. Taxes
    • 5.1. Prices exclude taxes. The Reseller is responsible for all taxes related to its purchase of products/services.
    • 5.2. The Reseller will indemnify the Company for any taxes the Company is required to pay on the Reseller’s behalf.

 

EXHIBIT B: Products and Services

This Exhibit B is part of the Agreement. In case of conflict, the Agreement’s terms prevail.

  • 1. Products and Services
    • 1.1. The Company’s products and services available for resale are described in the attached Product and Service Descriptions.
    • 1.2. The Company may add, modify, or discontinue products/services at its sole discretion with reasonable notice to the Reseller.
  • 2. Quality
    • 2.1. The Company warrants that its products and services will conform to descriptions, be of satisfactory quality, and fit for their intended purpose.
    • 2.2. The Reseller will promptly notify the Company of non-conforming products/services and cooperate in investigation and resolution.
  • 3. Support
    • 3.1. The Company will provide the Reseller with necessary support to effectively sell products/services, including information, sales/marketing materials, and training.
    • 3.2. The Company will provide technical support to End Users as described in the Product and Service Descriptions.

 

EXHIBIT C: Organization/Institution

This Exhibit C is part of the Agreement. In case of conflict, the Agreement’s terms prevail.

  • 1. Market Segment (End-Users)
    • 1.1. The Reseller is authorized to sell the Company’s products and services only to its customers (primarily learners/students) and employees.
    • 1.2. The Company reserves the right to verify and revise the market segment at any time with written notice to the Reseller.
  • 2. Exclusivity
    • 2.1. The Company grants the Reseller an exclusive right to sell its products and services only to the Reseller’s registered End Users. The Company will not authorize other entities to sell to the Reseller’s customer base and employees during the Agreement term. The Reseller agrees to allow other resellers to sell the Company’s products and services at competitive prices in accordance with local competition laws.
    • 2.2. This exclusivity is subject to the Reseller achieving the minimum sales targets in Exhibit D.

 

EXHIBIT D: Sales Targets

This Exhibit D is part of the Agreement. In case of conflict, the Agreement’s terms prevail.

  • 1. Minimum Sales Targets
    • 1.1. The Reseller agrees to achieve the following minimum sales targets (based on total contract value, excluding taxes):
      • Year 1: $1,000+
      • Year 2: $5,000+
      • Year 3: $10,000+
    • 1.2. Sales targets are based on the total contract value (excluding taxes) of the Company’s products and services sold by the Reseller.
  • 2. Review and Adjustment of Sales Targets
    • 2.1. Sales targets will be reviewed annually and may be adjusted by the Company at its sole discretion with written notice to the Reseller.
  • 3. Failure to Meet Sales Targets
    • 3.1. If the Reseller fails to meet sales targets, the Company may take one or more of the following actions:
      • Terminate the Agreement.
      • Reduce the Reseller’s discount.

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