Dropside Supplier Agreement

Effective Date: 01 January 2025

This Supplier Agreement ("Agreement") governs participation by suppliers ("Supplier", "you", or "your") on the Dropside platform ("Dropside", "we", "us", or "our"). By registering as a Supplier and listing products on Dropside, you agree to be legally bound by this Agreement and Dropside’s Acceptable Use Policy.

1. Supplier Eligibility and Compliance

1.1 You confirm that you are a legally registered business entity authorized to operate in your jurisdiction.

1.2 You agree to comply with all applicable laws and regulations, including but not limited to:

• Consumer protection laws
• Product safety regulations
• Intellectual property laws
• Anti-money laundering and anti-fraud regulations
• Tax and VAT obligations

1.3 Dropside reserves the right to conduct Know Your Business (KYB) verification and request documentation including business registration certificates, identification documents, tax numbers, and banking verification.

2. Product Listings and Representations

2.1 You warrant that all product information provided is accurate, complete, and not misleading.

2.2 You agree that:

• Products must not be counterfeit or infringe any intellectual property rights.
• Products must comply with Dropside’s Prohibited and Restricted Products Policy.
• Images, descriptions, and pricing must reflect the actual product supplied.

2.3 Dropside reserves the right to remove listings that violate this Agreement without prior notice.

3. Order Fulfillment Obligations

3.1 You are solely responsible for fulfilling orders accurately and within the agreed dispatch timelines.

3.2 You agree to:

• Ship products directly to the end customer as instructed.
• Provide valid tracking information.
• Maintain adequate inventory levels.

3.3 Failure to fulfill orders may result in suspension or termination.

4. Payments

4.1 Dropside does not act as a financial intermediary unless otherwise explicitly stated.

4.2 Suppliers may receive payments either:

• Directly from merchants, or
• Through approved third-party payment providers integrated with Dropside.

4.3 Suppliers are responsible for their own tax reporting and financial compliance.

5. Prohibited Conduct

Suppliers may not:

• Sell illegal, counterfeit, or restricted products.
• Engage in fraud or deceptive practices.
• Manipulate pricing unfairly after orders are placed.
• Attempt to bypass Dropside systems to solicit merchants directly.
• Use Dropside data for unauthorized marketing.

6. Intellectual Property

6.1 You represent that you own or have authorization to use all trademarks, logos, product images, and descriptions.

6.2 You grant Dropside a non-exclusive license to display and distribute product information for marketplace purposes.

7. Indemnification

You agree to indemnify and hold Dropside harmless against any claims, damages, losses, or legal expenses arising from:

• Defective or unsafe products
• Intellectual property infringement
• Misrepresentation
• Violation of applicable laws

8. Suspension and Termination

Dropside reserves the right to suspend or terminate Supplier accounts if:

• This Agreement or the Acceptable Use Policy is violated
• Fraudulent activity is suspected
• Regulatory risks are identified

9. Reporting Violations

Suppliers and merchants may report suspected violations of this Agreement or Dropside policies by contacting:

Email: compliance@dropside.co.za

All reports will be reviewed, and Dropside reserves the right to investigate and take appropriate corrective action, including suspension or termination.

10. Policy Updates

Dropside reserves the right to modify this Supplier Agreement at any time. Updated versions will be published on the Dropside website with a revised effective date. Continued use of the platform constitutes acceptance of the updated Agreement.

11. Disclaimer

Dropside provides the platform on an “as is” and “as available” basis. Dropside does not guarantee uninterrupted access, sales volume, or profitability.

Dropside does not assume liability for disputes between merchants and suppliers, except as required by law.

By registering as a Supplier on Dropside, you acknowledge that you have read, understood, and agreed to this Supplier Agreement.