• "Platform" means the Offers On marketplace and supporting infrastructure operated by the Company.
• "Buyer" means an end customer purchasing through the Platform.
• "Listing" means a product entry created by the Vendor on the Platform.
• "Pre-Stock Model" means the fulfillment model where the Vendor delivers stock to the Company's warehouse in advance of orders.
• "JIT Model" means the just-in-time fulfillment model where the Vendor delivers stock to the Company's warehouse only after an order is received.
• "Wallet" means the Vendor's internal balance record on the Platform, used for crediting sale proceeds and debiting refunds, fees, and adjustments.
• "Commission" means the percentage retained by the Company on each completed sale, as set out in section 9.
• "Vendor Portal" means the vendor-facing area of the Platform used to manage listings, stock, orders, and Wallet activity.
• "Business Day" means any day other than a Saturday, Sunday, or South African public holiday.

2.1 Application

A Vendor application must include:

• Certified company registration documents (CIPC)
• Identification document of the director(s) or sole proprietor
• Bank account confirmation letter, no older than 90 days
• Proof of business address, no older than 90 days
• VAT registration certificate (where applicable)
• A sample product list and, on request, physical product samples
• Any further information reasonably required for verification

2.2 Approval

The Company has sole discretion to approve or reject a Vendor application without giving reasons. Approval may be subject to product sample inspection and quality assessment.

2.3 Ongoing verification

The Vendor must keep its onboarding information current and must notify the Company in writing within 7 Business Days of any material change, including change of director or beneficial ownership, change of address, change of bank account details, or loss or suspension of any material licence or registration. The Company may require re-verification at any time and may suspend the Vendor's account pending completion.

3.1 Credentials

The Vendor is responsible for maintaining the confidentiality of its Vendor Portal credentials and for all activity occurring under its account. Multi-factor authentication is required for sensitive actions, including changing bank details and requesting payouts.

3.2 Bank account changes

A change of bank details takes effect only after independent verification by the Company. The Company may impose a hold of up to 14 days on payouts following a bank account change as a fraud prevention measure.

3.3 Account activity

The Vendor must not operate multiple Vendor accounts without written consent, allow third parties to use its Vendor account, or use the Vendor account for any purpose other than legitimate sale of approved products.

The Company offers two fulfillment models. The Vendor may use one or both, on a per-SKU basis, as agreed.

4.1 Pre-Stock Model

The Vendor delivers stock to the Company's warehouse in advance. Orders are picked, packed, and dispatched by the Company from on-hand inventory.

4.2 JIT Model

The Vendor holds stock at its own premises. When an order is placed, the Company notifies the Vendor through the Vendor Portal. The Vendor must deliver the ordered stock to the Company's warehouse within the dispatch SLA declared for the relevant SKU. The Company then dispatches the goods to the Buyer.

4.3 Inbound deliveries

For both models, the Vendor must submit an Advance Shipping Notice (ASN) through the Vendor Portal before delivery, ensure goods are correctly labelled, and bear the cost and risk of delivery to the warehouse including insurance in transit. Discrepancies between the ASN and received stock will be logged and notified to the Vendor within 3 Business Days.

4.4 Title and risk

• Title: The Vendor retains title to all goods held in the Company's warehouse until those goods are sold and delivered to a Buyer.
• Inbound transit: The Vendor bears all risk in goods during transit to the Company's warehouse.
• Risk at the warehouse: Once goods are received and accepted, the Company assumes risk for loss, theft, or damage occurring at the warehouse, other than Vendor-cause issues. Compensation for warehouse-caused loss is at the Vendor's wholesale (cost) value.
• Vendor-cause issues: Pre-existing defects, mislabelling, undeclared damage on receipt, recalls, regulatory non-compliance, and similar product or compliance issues remain the Vendor's sole responsibility regardless of location.
• Outbound risk: Risk passes from the Company to the Buyer in accordance with the Buyer-facing Terms of Use.

4.5 Stock value cap

To manage operational risk, the Company imposes a cap on the total value of Vendor stock held at the warehouse at any one time. The default cap is R5,000 per Vendor, measured at the Vendor's wholesale (cost) value. This cap applies to Pre-Stock inventory; JIT goods in the ordinary course of fulfillment do not count against the cap. The Company may adjust the cap for a specific Vendor based on sales velocity, category, or track record. Adjustments are notified through the Vendor Portal.

4.6 Storage

Storage of active SKUs is provided at no additional cost within reasonable limits. The Company reserves the right to charge storage fees, notified in writing at least 30 days in advance, for SKUs that have not sold a unit for 90 days or more, excess inventory beyond demand-based levels, or oversized or hazardous goods. The Vendor may request return of stored stock at any time; return shipping is at the Vendor's cost and dispatch occurs within 10 Business Days.

4.7 Stock removal on termination

On termination or suspension, the Vendor must collect all stock within 30 days. Stock not collected within 30 days may, after a further 14 days' written notice, be returned to the Vendor at the Vendor's cost or disposed of with no obligation to compensate the Vendor.

5.1 Vendor responsibility

The Vendor is solely responsible for the accuracy, completeness, and legality of its Listings, including product titles, descriptions, specifications, images, pricing (including all applicable taxes), stock levels, dispatch SLAs declared per SKU, and compliance with applicable labelling and safety laws.

5.2 Pricing

The Vendor sets its own retail prices. The Company does not enforce minimum, maximum, or recommended retail prices and does not require price parity with other channels.

5.3 Prohibited products

The Vendor may not list counterfeit, stolen, or unlawfully acquired goods; goods infringing third-party intellectual property rights; recalled goods; controlled or regulated goods including alcohol, tobacco, firearms, prescription medication, and live animals; or any goods whose sale is prohibited or restricted under South African law.

5.4 Listing content and IP

The Vendor retains ownership of original content submitted in Listings. The Vendor grants the Company a non-exclusive, royalty-free, worldwide, sublicensable licence to host, display, reproduce, adapt, and distribute that content for the purposes of operating, marketing, and promoting the Platform, including for historical records. This licence survives termination to the extent necessary to maintain records, honour return obligations to historical Buyers, and comply with legal record-keeping obligations.

6.1 Vendor-set dispatch SLAs

The Vendor declares a dispatch SLA for each SKU. For Pre-Stock SKUs this represents a commitment to maintain stock at the warehouse such that the Company can dispatch within the declared SLA. For JIT SKUs it represents a commitment to deliver ordered goods to the warehouse within the declared SLA after order notification.

6.2 Failure to meet SLA

The Company applies the following thresholds, measured on a rolling 30-day basis:

• Late dispatch rate over 10%: Written warning issued.
• Late dispatch rate over 15%: Vendor may be suspended pending corrective action.
• Stockouts on Pre-Stock SKUs exceeding 7 days: SKU delisted until restocked; repeated stockouts may result in suspension of Pre-Stock privileges.

6.3 Cancellations

A Vendor-initiated cancellation rate over 5% on a rolling 30-day basis triggers a review and may result in suspension.

6.4 Quality standards

A confirmed defect rate over 5% on a rolling 30-day basis triggers a review and may result in suspension or delisting of affected SKUs.

7.1 No direct customer access

The Vendor does not receive Buyer contact details, delivery addresses, or any other Buyer Personal Information. All Buyer communication is handled by the Company.

7.2 No solicitation

The Vendor may not attempt to identify, contact, or solicit Buyers off the Platform; insert promotional inserts or marketing material in shipped orders without prior written consent; or use any Buyer information that may incidentally become known to the Vendor for any purpose. Breach of this clause is a material breach.

7.3 Customer communications via Platform

Where customer communication is required, the Company will mediate. The Vendor must respond to Company-mediated queries within 2 Business Days.

8.1 Vendor-set prices include tax

Listed prices are inclusive of VAT and any other applicable taxes. The Vendor is responsible for correctly accounting for tax.

8.2 Tax compliance

The Vendor is solely responsible for its own VAT registration, returns, and payments; income tax and any other tax liabilities arising from sales through the Platform; and issuing valid tax invoices where required. The Company does not act as the Vendor's tax agent.

8.3 Platform invoicing

The Company issues a tax invoice to the Vendor in respect of Commission and any other Company fees on a monthly basis. These are charged against the Wallet.

9.1 Commission

The Company retains a flat commission of 10% of the gross sale price (including VAT) of each completed sale. Commission is deducted from sale proceeds before credit to the Vendor's Wallet.

9.2 Payment processing

Payment gateway and card processing fees are absorbed by the Company within the Commission. No separate processing fee is charged to the Vendor.

9.3 Other fees

There are no listing fees, monthly subscription fees, or per-order fees other than the Commission, except as expressly notified in writing with at least 30 days' notice. Such fees may include storage fees as described in section 4.6, re-packaging or special handling fees, and stock return shipping costs.

10.1 Wallet

The Wallet is a record of amounts owed by the Company to the Vendor (positive balance) or by the Vendor to the Company (negative balance). The Wallet is not a bank account, is not interest-bearing, is not protected by deposit insurance, and represents an unsecured commercial obligation.

10.2 Credits to the Wallet

The Wallet is credited with the net sale value (gross sale less 10% Commission) on confirmed delivery of an order to the Buyer.

10.3 Cooling-off period

Credited amounts are subject to a 7-day cooling-off period from the date of credit before they become eligible for payout. This period covers Buyer change-of-mind returns, defect notifications, and chargeback risk windows.

10.4 Payout requests

The Vendor may request a payout at any time, on any day. Payouts are processed weekly. The minimum payout amount is R100. Requests below this threshold remain in the Wallet until the threshold is reached.

10.5 Payout method

Payouts are made by Electronic Funds Transfer (EFT) to the verified bank account on record, in South African Rand. Payouts to international accounts are not currently supported.

10.6 Debits to the Wallet

The Wallet is debited for refunds processed to Buyers, chargebacks where the Vendor is the responsible party, Commission where not netted at credit, storage and other agreed fees, and reasonable costs of returning or disposing of Vendor stock on termination.

10.7 Negative balances

Where Wallet debits exceed the available balance, the Wallet may enter a negative state. The negative balance is automatically recovered from subsequent sale proceeds before any amount becomes available for payout. No payouts will be processed while the Wallet is in negative balance. Where a negative balance persists for more than 90 days without being cleared by sales activity, the Company may review the account and may suspend or terminate the Vendor. The Vendor remains liable for any negative balance after termination.

10.8 Holds

The Company may apply a hold on a portion of the Wallet where reasonably necessary for an ongoing dispute investigation, fraud verification, a bank account change (up to 14 days), or chargeback risk on high-value or high-risk transactions. Holds will be notified in writing with reasons and an expected release date.

11.1 Return flow

All Buyer returns are sent to the Company's warehouse first. The Company processes the Buyer refund or replacement and then forwards the returned goods to the Vendor. The Vendor is responsible for return shipping costs from the warehouse to the Vendor in respect of defective or warranty returns.

11.2 Vendor liability for refunds

On a confirmed return, the Company credits the Buyer, debits the Vendor's Wallet by the gross sale value, and credits back the Commission proportionally. This applies to both change-of-mind and defect-related returns.

11.3 Statutory defective goods (CPA section 56)

For goods returned by a Buyer under section 56 of the Consumer Protection Act, the Vendor accepts that the Buyer's choice of remedy (repair, replacement, refund) prevails, the Company will process the chosen remedy and debit the Vendor's Wallet, and the Vendor will bear return shipping costs. The Vendor may dispute a section 56 claim by submitting evidence within 5 Business Days of notification.

12.1 Vendor liability

The Vendor is liable for chargebacks arising from product not as described, defective product, non-delivery caused by Vendor stockout or JIT failure, quality complaints, or counterfeit or unauthorised goods.

12.2 Company liability

The Company is liable for chargebacks arising from failure to dispatch despite confirmed available stock, warehouse-caused damage, or payment processing errors attributable to the Company.

12.3 Process

On receipt of a chargeback, the Company will notify the Vendor within 3 Business Days and may request evidence. The Vendor must respond within 5 Business Days. Where the chargeback is upheld and is the Vendor's liability, the Wallet will be debited.

The Company may suspend the Vendor's account, in whole or in respect of specific SKUs, where:

• Performance thresholds in section 6 are exceeded
• A material breach of this Agreement occurs
• Suspected fraud or unlawful conduct is being investigated
• A regulator, court, or competent authority requires it
• The Vendor's average customer rating falls below 3.5 out of 5 over a rolling 90-day period with at least 20 ratings

Suspension may be immediate where necessary to protect Buyers, the Company, or the integrity of the Platform. The Vendor will be notified of the suspension, the reasons, and any remedial action required.

The Vendor warrants on a continuing basis that:

• It is duly incorporated and in good standing
• It has full legal capacity to enter into and perform this Agreement
• All information provided during onboarding and thereafter is true, accurate, and current
• It owns or is authorised to sell all products listed
• All products comply with applicable South African law, including consumer safety, labelling, and import regulations
• All product content does not infringe third-party intellectual property rights
• It is registered for VAT where its turnover requires it
• It is not subject to insolvency, business rescue, or similar proceedings

15.1 Personal information of Vendor personnel

The Vendor confirms that it has the lawful basis under POPIA to share with the Company the Personal Information of its directors, owners, and personnel necessary for onboarding and ongoing administration.

15.2 Vendor as separate Responsible Party

For any Personal Information the Vendor processes independently of the Platform, the Vendor is a separate Responsible Party under POPIA and bears full responsibility for its compliance.

15.3 No Operator relationship for Buyer data

Because the Vendor does not receive Buyer Personal Information through the Platform, the Vendor is not an Operator of the Company in respect of Buyer data. If the Vendor should at any point come into possession of Buyer Personal Information, it must not use the information, must notify the Company immediately, and must securely delete the information on the Company's instruction.

15.4 Breach notification

The Vendor must notify the Company within 24 hours of becoming aware of any incident affecting Personal Information received from the Company.

Each party will keep confidential the non-public information of the other received in connection with this Agreement, including commercial terms, sales data, system information, and operational practices. Confidential information may be disclosed to employees and advisors on a need-to-know basis under confidentiality obligations, where required by law, or with the disclosing party's prior written consent. This obligation survives termination for 3 years, except for information that is or becomes lawfully publicly available.

The Vendor indemnifies and holds harmless the Company, its directors, employees, and agents against reasonable claims, losses, damages, fines, and expenses (including reasonable legal fees) arising from:

• Defects in, or non-compliance of, the Vendor's products
• Product liability claims under section 61 of the Consumer Protection Act
• Infringement of third-party intellectual property rights by the Vendor's Listings or products
• Breach of this Agreement by the Vendor
• Tax liabilities arising from the Vendor's sales
• Regulatory action against the Vendor

The indemnity does not apply to the extent the loss arises from the Company's gross negligence, wilful misconduct, or breach of its own statutory duty.

18.1 Mutual limitation

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or anticipated savings.

18.2 Company's aggregate cap

The Company's aggregate liability to the Vendor under this Agreement is limited to the total Commission earned by the Company from the Vendor in the 6 months preceding the event giving rise to the claim.

18.3 Carve-outs

The limitations in this section do not apply to death or personal injury caused by negligence; fraud or fraudulent misrepresentation; gross negligence or wilful misconduct; the Vendor's indemnification obligations; the Vendor's payment obligations including settlement of negative Wallet balances; liability under section 99 of POPIA; or any liability that cannot lawfully be limited.

19.1 Term

This Agreement starts on Vendor approval and continues until terminated.

19.2 Termination for convenience

Either party may terminate this Agreement on 30 days' written notice to the other.

19.3 Termination for cause

Either party may terminate immediately on written notice where the other materially breaches this Agreement and fails to remedy within 10 Business Days; becomes insolvent, enters business rescue, or is liquidated; or engages in fraud or unlawful conduct in connection with the Platform. The Company may additionally terminate immediately where the Vendor exceeds performance thresholds after warning, lists prohibited products, or where a regulator requires it.

19.4 Effect of termination

On termination, all Listings are deactivated, pending orders are completed or refunded, stock collection occurs per section 4.7, and the Wallet is reconciled. Positive balances are paid out after the 7-day cooling-off period and a further 60-day chargeback and returns hold; negative balances become immediately payable.

19.5 Post-termination hold

A final payout following termination is withheld for 60 days to cover potential chargebacks, returns, and disputes. After the hold period, any remaining positive balance is paid out and the Wallet is closed.

20.1 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control. Payment obligations are not excused by force majeure.

20.2 Severability

If any provision is found unenforceable, the remaining provisions continue in full force.

20.3 No waiver

A failure or delay in enforcing any right under this Agreement does not waive that right.

20.4 Assignment

The Vendor may not assign or transfer this Agreement without the Company's prior written consent. The Company may assign its rights and obligations in connection with a corporate transaction, subject to the assignee being bound by these terms.

20.5 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

20.6 Entire agreement

This Agreement, together with the Vendor's onboarding documentation, the Privacy Policy, Cookies Policy, and any Vendor-facing operational policies published by the Company, constitutes the entire agreement and supersedes prior agreements on the same subject matter.

20.7 Variation

The Company may amend this Agreement on 30 days' written notice. Continued use of the Platform after the effective date constitutes acceptance. A Vendor who does not accept a material change may terminate on written notice before the change takes effect.

20.8 Notices

Notices to the Company must be sent to info@gpholding.co.za marked for the attention of the Vendor Operations team. Notices to the Vendor may be sent to the email address registered in the Vendor Portal or through in-Portal notification.

21.1 Resolution process

The parties will attempt good-faith resolution of disputes through:

1. Direct discussion between operational contacts
2. Formal written notice of dispute to the other party
3. Mediation by a mutually agreed mediator (or one appointed by AFSA on application by either party) where appropriate

21.2 Litigation

Nothing in this clause prevents either party from seeking urgent relief through a competent court.

21.3 Governing law

This Agreement is governed by the laws of the Republic of South Africa. Disputes fall within the jurisdiction of the competent courts of Johannesburg, Gauteng.

GP Holding (Pty) Ltd t/a Offers On
1 Yarmouth Rd, Mulbarton, Johannesburg South, 2059
Telephone: 011 613 1052
Email: info@gpholding.co.za

Company registration details are filed with and available from the Companies and Intellectual Property Commission (CIPC) and on request.

By submitting a Vendor application, signing this Agreement electronically, or listing products on the Platform, the Vendor confirms that:

• It has read and understood this Agreement
• The person accepting is duly authorised to bind the Vendor
• All information provided is true and accurate
• It accepts these terms in full