Reseller Agreement
PLEASE COMPLETE EVERYTHING! APPLICATION FORMS WITH MISSING INFO OR ATTACHMENTS WILL BE IGNORED!
SUBJECT TO BLINK JUWELE™ NOTIFYING YOU OF ITS ACCEPTANCE OF YOUR RESELLER APPLICATION,
THIS RESELLER AGREEMENT (AGREEMENT) FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BLINK JUWELE™ AND ACCEPTANCE BY YOU OF THE TERMS OF THIS AGREEMENT IS A CONDITION TO ACCEPTANCE OF YOUR RESELLER APPLICATION BY BLINK JUWELE™. BEFORE SIGNING THE AGREEMENT, PLEASE READ THIS AGREEMENT CAREFULLY.
BY SIGNING THIS APPLICATION, YOU

Your full name and Surname

With ID Number:

(THE PERSON SUBMITTING THE RESELLER APPLICATION) REPRESENT TO US THAT
YOU REVIEWED THE TERMS OF THIS AGREEMENT, HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE RESELLER, AND THAT THE RESELLER AGREES TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT NEEDS TO BE SIGNED IN ORDER TO BE BINDING. A LEGALLY BINDING AGREEMENT WILL ONLY BE FORMED BETWEEN BLINK JUWELE™ AND THE RESELLER UPON BLINK JUWELE™ NOTIFYING YOU OF ITS ACCEPTANCE OF YOUR RESELLER APPLICATION.

1. DEFINITIONS
For purposes of this Agreement, the following terms have the corresponding definitions Listed below.

‘Confidential Information’ means all know-how, specifications, catalogues, books, price books, maintenance, parts and service manuals, data sheets, sales, service and technical bulletins, customer lists, sales and marketing programs, price lists, cost data, sales aids, such as filmstrips and recordings, and all other publications and information, whether or not reduced to writing, relating to the formulation, manufacture, use, marketing and sale of the Products, as well as any other information relating to the business of BLINK JUWELE™ which may be disclosed to Reseller in the course of its performance of this Agreement.

‘Effective Date’ means the date on which BLINK JUWELE™ provides written notice of its acceptance
of your Reseller Application, which may take the form of an electronic mail message.

‘End Customer(s)’ means Blink’s end customers only, and explicitly excludes other resellers, distributors, or any other person or entity that purchases the Products for any reason other than to use in a directly owned and operated network.

‘Hardware Products’ means those Products which are hardware products and physical devices, such as the BLINK JUWELE™ Jewelry and sets.

‘Notice’ means written notification and can be delivered by e-mail at Blink’s discretion pursuant to clause 7.

‘Products’ means only those products of BLINK JUWELE™ specifically listed in the Reseller Pricing and Listed.

‘Purchase Order’ means a purchase order for Products in a form specified by BLINK JUWELE™ duly completed and submitted by you to BLINK JUWELE™ through by way of email.

‘Purchase Price’ means the aggregate price of any purchase order submitted to us considering the pricing specified in clause 2.2.

‘Reseller, ‘you’, ‘your’ and ‘yours’ means the company, person or other entity submitting the Reseller Application.

‘Reseller Application’ means the application to become a BLINK JUWELE™ reseller on the
terms of this Agreement submitted by you.

‘Reseller Price List’ means the product/s, and corresponding pricing available
through Blink’s website or requested via sales@blinkjuwele.co.za

‘Blink’ ‘we’, ‘us’ and ‘our’ means BLINK JUWELE™, a company incorporated
in South Africa.

‘BLINK JUWELE™ end-user license agreement’ means the BLINK JUWELE™ End User Licence Agreement available at www.blinkjuwele.co.za/end-user license agreement.

‘Term’ means the term of this agreement as set out in clause 6.1.

‘Trademarks’ means Blink’s trademarks, service marks, designs, markings, logos, or trade names as may be designated by BLINK JUWELE™ from time to time.

2. APPOINTMENT, PRICING, PURCHASE AND DELIVERY
2.1 Appointment and Acceptance
Subject to your continued compliance with the terms of this Agreement, BLINK JUWELE™ appoints
you as a non-exclusive reseller of the Products, and you accept such appointment.
Nothing in this Agreement prevents BLINK JUWELE™ from: (i) appointing other resellers or
distributors: (ii) marketing, selling, or distributing Products directly to End Customers;
or (iii) maintaining direct sales channels for the marketing, selling and distribution
of the Products. Reseller will not, directly, or indirectly, without the prior written
consent of Blink: (i) market, distribute or sell Products to third party resellers,
agents or sales representatives for resale; or (ii) purchase Products from third party
resellers, authorized distributors of Hermes, agents, or sales representatives for resale.

2.2 Pricing
As a Reseller, you will be entitled to resell the Products at listed prices on the website or your own prices. Resellers that have been approved by BLINK JUWELE™ will
receive 30% of the sales amount (excluding courier charges). BLINK JUWELE™ reserves the right
at any time to change the prices listed on the Reseller Price List. Any changes to the
prices on the Reseller Price List will be effective 30 days from notification of the
change on Blink’s website.

2.3 Purchase Orders
All purchases of Products made under this Agreement will be subject to the terms and
conditions of this Agreement and will be supported by a Purchase Order. Any terms or
conditions of any Purchase Order or acknowledgements given or received that are
accepted by BLINK JUWELE™ will form part of this Agreement. If there is inconsistency
between the terms of a Purchase Order and the terms of this Agreement the terms
of this Agreement will prevail. Purchase orders will, at a minimum, include terms
regarding: (i) the Product name and identification; (ii) quantity of Products; (iii)
time of requested delivery; and (v) all applicable addresses, including End Customer
information where available. Purchase Orders will be deemed to be accepted unless
BLINK JUWELE™ provides you written notice of rejection (which may take the form of an electronic
mail message).

2.4 Delivery
BLINK JUWELE™ uses Aramex, Postnet to Postnet, Pudo and Paxi to send parcels directly to the end users. If however you have a few orders going out to end users in your area (either hand delivered or to be collected by the end user/s) you can request by email that multiple orders be shipped to you

2.5 Payment
Unless otherwise agreed to in writing, end users will receive invoices directly from Blink. All orders will be processed when received. Payment is made from the end user directly to BLINK JUWELE™ ’s account whereafter shipping will be processed. If the Reseller receives payment from the end user, the agreement between the reseller and Blink will be made on that specific purchase when the order is paid for.

2.6. Taxes
Reseller will be liable for completing and paying their own taxes in terms of South African Laws and SARS regulations. No deductions will be made from commissions paid from Blink to the reseller

2.7 End Customer Pricing and Payment
You will sell at the guided pricing to each End Customer. You bear all risk of non-payment by End Customers, and you are solely responsible for all of your costs and expenses. You may not terminate a Purchase Order or receive any refunds due to non-payment by an End Customer. If BLINK JUWELE™ provides any refund to an End Customer under our standard warranty policy, Blink’s, at its option, will refund the applicable amounts either directly to the End Customer or to you for distribution to the End Customer. You agree to cooperate with BLINK JUWELE™ relating to such refund. This is only applicable to resellers purchasing directly from Blink and then reselling their “own” stock

3. RESELLER’S OBLIGATIONS AND RESTRICTION
3.1. BLINK JUWELE™ end-user license agreement
All use of the Products by End Customers is subject to the BLINK JUWELE™ end-user license agreement and you may not purport to impose any other terms pertaining to their use of the Products.

3.2 Enforcement and defect cooperation
You agree to immediately notify us of: (i) any known or suspected breach of the BLINK JUWELE™
end-user license agreement or other unauthorised use of the Products and to assist us in the enforcement of the terms of the BLINK JUWELE™ end-user license agreement; and (ii) any suspected or actual defects or safety problems with respect to the Products.

3.3 Marketing
Subject to the license and the restrictions in clause 5, Reseller will market the Products only under the Trademarks. Reseller will not publish or use or co-operate in the publication or use of, any misleading or deceptive advertising material regarding BLINK JUWELE™ , its suppliers, or the Products. Reseller must only use descriptions of the Products approved by BLINK JUWELE™ in any marketing material used by Reseller to promote the Products.
All marketing material provided by Blink Juwele should be used to advertise. You are not allowed to duplicate, alter or reconstruct any promotional material received from us.

3.4 Training and BLINK JUWELE™ policies
Reseller will comply: (i) as soon as practicable with any and all training requirements
with respect to the Products that BLINK JUWELE™ may require from time to time via written
notice: and (ii) with all policies and procedures of BLINK JUWELE™ relating to sale and marketing of the Products, as notified by BLINK JUWELE™ from time to time (including information provided by BLINK JUWELE™ to the Reseller as part of the Reseller welcome pack provided after acceptance of the Reseller Application).

3.5 Independent contractor status.
Reseller is an independent reseller of the Products. Reseller is not and will not be considered a legal representative of BLINK JUWELE™ for any purpose and, accordingly, will have no power or authority, expressed or implied, to make any commitment or incur any obligations on behalf of BLINK JUWELE™ .

3.6. Compliance with Laws, including Anti-Corruption Laws.
In connection with the resale of the Products, Reseller will comply with all country,
national, provincial and local laws, ordinances, codes, regulations, rules, policies,
licensing requirements, regulations, and procedures.

4. WARRANTY, LIMITATION OF LIABILITY AND INDEMNITY
4.1 Warranty Disclaimer
BLINK JUWELE™ makes warranties directly to its End Customers pursuant to the BLINK JUWELE™ end-user license agreement.
Reseller will not make any representations, warranties, or any other commitments
regarding BLINK JUWELE™ or the Products. BLINK JUWELE™ will not be responsible for any representation, warranties, or other commitments made by Reseller without Blink’s prior written consent.
To the extent permitted by law: (i) Blink’s entire responsibility to the Reseller
with respect to warranties is to the extent required to grant the Reseller the right to pass to the End Customer the benefit of any warranties in the BLINK JUWELE™ end-user license agreement; and
(ii) BLINK JUWELE™ makes no other warranties, express or implied, regarding the Products.

4.2 Consequential loss
BLINK JUWELE™ will not be liable for any loss of use, lost data, failure of security mechanisms,
interruption of business, or any indirect, special, incidental, or consequential damages
of any kind (including lost profits), whether in contract, delict or otherwise.

4.3 Liability cap
To the fullest extent permitted by law, Blink’s entire liability to Reseller under this
Agreement will be limited to the: (i) re-supply of the Product; or (ii)refund of any
amounts paid to BLINK JUWELE™ in respect of the Product. Above only again applicable to resellers buying stock to resell

4.4 Indemnity
You are fully responsible for all liabilities and expenses of any type whatsoever that may arise from or on account of your resale of Products. You will indemnify, hold harmless and (at Blink's option) defend BLINK JUWELE™ from and against any claim, loss, cost, liability or damage, including legal fees, for which BLINK JUWELE™ becomes liable arising from or relating to: (i) any breach or alleged breach by you of any term of this Agreement; (ii) the issuance by you of any warranty or representation regarding BLINK JUWELE™ or its Products not specifically authorised by BLINK JUWELE™ by prior written consent; or (iii) any of your other acts or omissions in connection with the marketing or resale of the Products under this Agreement.

5. INTELLECTUAL PROPERTY
5.1. License to Trademarks
Subject to Reseller’s compliance with this Agreement, BLINK JUWELE™ hereby grants to Reseller a royalty-free license to use the Trademarks during the Term solely in connection with the marketing and promotion of the Products as contemplated in this Agreement. The license granted hereunder shall be revocable at will by BLINK JUWELE™ effective upon notice to Reseller.

5.2. Ownership of Trademarks
The Trademarks provided by BLINK JUWELE™ are and will remain the sole property of BLINK JUWELE™ ,
and BLINK JUWELE™ reserves all rights in trademarks, trade names and logos not expressly granted to Reseller under the terms of this Agreement. Reseller will not register any domain name, trade name, or corporate name containing or comprising any of the Trademarks or anything that would cause confusion in the marketplace, and will not remove or efface any of the Trademarks on any Products sold by Reseller. Reseller will not contest the validity of any of the Trademarks or Blink’s exclusive ownership of the Trademarks.

5.3. Other Intellectual Property
As between the parties, BLINK JUWELE™ owns all right, title, and interest in and to all
intellectual property in or relating to the Products and, no rights to such intellectual
property is granted to Reseller, except as expressly provided in this Agreement.
Reseller will not and will not permit any third party to: (i) modify, duplicate,
disassemble, or attempt to reverse engineer the Products; (ii) remove or add to the
Products, or otherwise try to disable or alter the Products functionality; or (iii) redesign any other parts onto the Products. Products offered for sale and are sold by BLINK JUWELE™ subject in every case to the condition that such sale does not convey any license, expressly or by implication, to manufacture, modify, duplicate, or otherwise copy or reproduce any Product or component thereof.

5.4. Protection of Proprietary Rights
If Reseller becomes aware that any third party is infringing or misappropriating any intellectual property in or relating to any Product (including the Trademarks), then Reseller must promptly notify BLINK JUWELE™ in writing and cooperate with and assist BLINK JUWELE™ at Blink’s expense, in the protection of such intellectual property.

6. TERM AND TERMINATION
6.1. Term
This Agreement will commence in force on the Effective Date and will remain in force until terminated under this clause 6.

6.2 Termination for Convenience
Either party may terminate this Agreement upon 30 days’ prior written notice to the other party.

6.3 Termination for Cause
Either party may terminate this Agreement immediately if the other party breaches a term of this Agreement, and the breaching party fails to cure the breach within 15 days of receipt of written notice thereof. In addition, either party may immediately terminate this Agreement upon: (i) the insolvency of the other party; (ii) the institution of any proceeding in relation to the credit standing of the other party, such as bankruptcy, reorganisation, rehabilitation, or composition, by or against the other part; or (iii) the appointment of any receiver or trustee for the other party.

6.4. Effect of Termination
Termination of this Agreement will not release any party either from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination. Upon termination of this Agreement, each party will return (or destroy) any Confidential Information of the other party in its possession. The following provisions of this agreement will survive any termination of the Agreement: clause 1, clause 4, clause 5, clause 6.4 and clause 7.

7. MISCELLANEOUS
7.1 Confidentiality
Any and all non-public information provided directly or indirectly by one party (the ‘Disclosing Party’) to the other party (the ‘Receiving Party’) related to the business or technology of the Disclosing Party (collectively, ‘Confidential Information’), will be kept confidential by the Receiving Party and may not be used, except as necessary in the performance of the Receiving Party’s obligations under this Agreement or otherwise in connection with the marketing, sale, deployment, operation, or maintenance of the Products. The Receiving Party agrees to limit access to the Confidential Information to those of its employees or contractors as are reasonably required for the purpose of
performing the Receiving Party’s obligations under this Agreement or otherwise in connection with the deployment, operation, and maintenance of the Products and will ensure that each such employee or contractor is subject to an agreement with the Receiving Party with respect to third party confidential information substantially as protective of the Disclosing Party’s Confidential Information as the provisions of this Section 8.1. Notwithstanding the foregoing, Confidential Information does not include any information that the Receiving Party can verify based on its written records was (a) already lawfully in the Receiving Party's possession without confidentiality obligations prior to receiving it from the Disclosing Party, (b) independently received from a third party without an accompanying duty of confidentiality and without breach of such third party’s obligations of confidentiality, (c) becomes available in the public domain through no action or inaction of the receiving Party, or (d) developed independently by the Receiving Party without use of or reference to Disclosing Party’s Confidential
Information. If Receiving Party becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Receiving Party will provide Disclosing Party prompt written notice, if legally permissible, and will use its best efforts to assist Disclosing Party in seeking a protective order or another appropriate remedy.

7.2 Entire agreement
This Agreement, together with the terms and conditions set out in Blink's acceptance of your Reseller Application, constitutes the entire agreement between BLINK JUWELE™ and the Reseller with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, and arrangements, oral or written, between BLINK JUWELE™ and Reseller. No agreement or representations, oral or otherwise, express, or implied, with respect to the subject matter of this Agreement have been made either by Blink or Reseller which is not expressly set forth in this Agreement.

7.3 Notices
All notices required or permitted under this Agreement will be in writing, including notices sent by email, and will be deemed received by Reseller: (a) for email notices, upon the time the email enters the information processing system that the recipient has designated or uses for the purposes of receiving email (as provided below); or (b) for mailed notices, one day after deposit with a commercial express courier specifying next day delivery, or two days for international courier packages specifying two-day delivery, with written verification of receipt by the courier.
All notices to Reseller will be sent to the email address provided under clause 7.4 or for mailed notices to the Reseller’s address provided at the time of application. All notices to BLINK JUWELE™ will be sent to the address provided in the definition of ‘Blink’s in clause 1 of this Agreement or to sales@blinkjuwele.co.za

7.4 Electronic Notice
Reseller hereby consents to receiving any notice(s) required under this Agreement by electronic mail (email). Reseller acknowledges that legal notices such as notices of termination or non-renewal, changes in pricing, purchase terms, policies or programs may be given by email. Reseller will provide an email address of a person authorised by Reseller to accept such notices either at the time of application or after receipt of an approval notice by sending such information, including any additional or alternative email addresses to BLINK JUWELE™ by email to sales@blinkjuwele.co.za Notices from BLINK JUWELE™ to Reseller will be deemed effective when sent to Reseller’s email address(es) provided to BLINK JUWELE™ under this Section 8.4.

7.5 Force Majeure
Neither Reseller nor BLINK JUWELE™ will be liable under this Agreement by reason of any failure or delay in the performance of its obligations (except for payment obligations) on account of strikes (other than strikes of a party’s own employees), riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions (other than with respect to a party’s own employees), earthquakes, material shortages, or any other causes that are beyond the reasonable control of such party so long as the parties use commercially reasonable efforts, including the implementation of business continuity measures, to mitigate the effects of such force majeure.

7.6 Governing Law
This Agreement is governed by the laws of the Republic of South Africa. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of South Africa and any courts which have jurisdiction to hear appeals from any of those courts in respect of any proceedings relating to this Agreement.

7.7 Severability
Any provision of, or the application of any provision of this Agreement, which is prohibited, void, illegal or unenforceable in any jurisdiction: (i) is, in that jurisdiction, ineffective only to the extent to which it is void, illegal, unenforceable, or prohibited; (ii) does not affect the validity, legality or enforceability of that provision in any other jurisdiction or of the remaining provisions of this Agreement in that or any other jurisdiction; and (iii) is severable from this Agreement and will not affect the remaining provisions of this Agreement.
The application of this clause 7.7 is not limited by any other provision of this Agreement in relation to severability, prohibition, or enforceability.

7.8 Waiver
No failure or delay by you or by us to exercise any right under this Agreement will constitute a waiver of that right.

7.9 Assignment
BLINK JUWELE™ may assign, in whole or in part, any of its rights under this Agreement upon written notice to the Reseller. The Reseller cannot assign any of its rights under this Agreement, in whole or in part, without the prior written consent of BLINK JUWELE™ .

7.10 Amendment to terms
From time to time, we may modify this Agreement. The version of this Agreement in place at the time you submit each Purchase Order is the version that will govern such order. We will use reasonable efforts to notify you of these changes through communications through our website or other forms of communication.

8. Incentives:
BLINK JUWELE™ rewards the months top reseller every month with a Special gift.
Once a year the top reseller will get a 1-week holiday for 2 adults within South Africa (Accommodation only)
Standard commission structure will be amended if the following sales happen. If the reseller makes total sales of R15 000 within 2 calendar months, the reseller will receive another 5% discount on purchases

9. Exclusivity.:
Although you are allowed to be a part of any other Jewelry companies reseller program, we reserve the right to revoke your position with us should you Not use our adverts, use our adverts but order from another supplier. We have brand ambassador positions available that include more discounts and incentives as well as additional marketing and sales support.

YesNo

Your advertising channels:
Please list your social media profiles, website etc here: Please send us the URL's and not just the page/profile names. VERY IMPORTANT: If you leave this blank your application will not be considered!

If you don't know how to get/send us a URL or what it is, please GOOGLE it before you proceed
Should your social profiles not reflect your ability to advertise, market and sell relevant products,

If your socials only show images of your dog, cat, budgie, goldfish or hamster or pictures of your house parties, your application will not be considered.

After completion of this form, you will receive a "received confirmation" email. Please note that this is by no means any indication that your application was successful.

Facebook page

Facebook group

Instagram page

Youtube Channel

TikTok page

LinkedIn Profile

Pinterest Page

Website

Full Names

Surname

Nickname

Prefix for your Blinkjuwele.co.za email address

Identity Number (Please upload a clear copy) (Max 5MB) If you are unable to upload your document, please email it to sales@blinkjuwele.co.za and include your name and surname in the subject line

Contact Number

Your current email

Physical Address (Please upload Proof of Address)(Max 5MB) If you are unable to upload your document, please email it to sales@blinkjuwele.co.za and include your name and surname in the subject line

Preferred Language
AfrikaansEnglish

Undertaking:
Do you undertake to open, read and respond to emails sent from Blink Juwele™ to you?

Do you agree that should emails and other electronic communication sent to you by Blink Juwele™ be ignored (unopened or not responded to) you will be removed as an agent? Our web servers provide statistics on sent, delivered, bounced, unopened, opened and responded to emails

Do you understand and agree that adverts provided by Blink Juwele™ cannot be altered, cropped or changed to be used as your own without prior written consent from us?

Do you understand that you are not allowed to download "blank images from the Blink Juwele™ website and use these on your advertising channels?

Do you understand that using Blink Juwele™ ads, taking orders resulting from those ads and then ordering from another company will result in immediate termination of our agreement?

Upon termination (whether from the agents side or from Blink Juwele™ side, you will have to remove all Blink Juwele ads and other media provided by us from your social media profiles and advertising channels

Inactive agents. We know that sales are difficult and that not everyone has the same drive and passion for sales. Also we understand that some agents might do this full time while others just sells Blink Juwele products to supplement their income. Do you agree that if you are inactive for 2 consecutive calendar months, you will be removed from our database as a reseller.

New Products and Ads: We have a team of IT and Graphic designers that exclusively work for us. Designing, making and sending new ads are extremely time consuming. Do you agree that if you request new ads AND you do not download them AND you do not use them in advertising, you will be removed as an agent?

Other Jewelry Companies: We have no issue with our agents being a part of other jewelry companies' agent programs. However, do you understand that if you are part of Blink Juwele™ as well as other Jewelry reseller programs, you will be removed if you only advertise the other companies and not Blink Juwele products. This removal will be at the discretion of Blink Juwele. Do you agree?

Please tell us how you go about selling jewelry to your clients. From advertising to order received. This is only to understand you better and to provide better ads in the future.

What are your sales strengths and weaknesses? We need to know this in order to tailor your experience as an agent for Blink Juwele and to help you become even better!

Your message to Blink Juwele™ (optional)

Electronically Signed on

By Clicking submit you digitally sign this agreement and are bound by it, do you agree?
I AgreeNo

Private and Confidential: By submitting this form, you undertake NOT to share this form or divulge it's contents to any third party whatsoever. Non compliance of this will result in immediate removal as an a agent for Blink Juwele™

If you don't hear back from us, it is with good reason and this decision is final. Contacting Robynne directly about agent applications will not speed up or change the outcome of your application

Should you not send all required documentation, your application will not be considered