Lulalend Vendor Agreement

Please read through this vendor agreement (“Agreement”), to be entered into between you and Lula Lend Proprietary Limited, with registered address at 3rd Floor Pier Place,Heerengracht Street, Cape Town, South Africa (“Lulalend” or “us”) and agree to the terms and conditions by clicking your acceptance where indicated. Please note that by agreeing to this Agreement you are also agreeing to the terms of our Privacy Policy, which is incorporated herein.

Our Vendor Service allows you, as a qualifying and registered vendor of goods and/or services (“Vendor”), to offer selected Lulalend products as a payment method to your clients. Should your client elect to pay you using Lulalend, we will (subject to our client requirements being met) enter into an agreement with that client and settle the agreed transaction amount (or part thereof) to you, the Vendor, on the client’s behalf.

In order to become a Vendor, you will need to complete the registration form on our vendor platform (providing the information and meeting the requirements set out therein, including our know-your-client/FICA process), create a user profile and accept this Agreement. We will then evaluate your application and notify you in writing of your acceptance or rejection. We retain sole discretion as to approve or decline an application, without the need to provide reasons.

Once approved, you will be able to provide us with client invoices. For each invoice we will create a payment request with a unique code which we’ll send through to your client. You may not send Lulalend any invoice, or resubmit any invoice, that existed before your application as a Vendor has been approved by us.

To create the unique payment request, you will need to provide us with your client information, including transaction value and client contact details. You bear the sole responsibility of obtaining the client’s consent to submit their information on their behalf in accordance with applicable law and take responsibility for ensuring the correctness of such information. You hereby indemnify us and hold us harmless against any loss, costs or damages incurred by us as a result of your failure to meet your obligations hereunder.

Should a client elect to use Lulalend to pay, you will be notified that the payment request is pending.

We will then complete our client on-boarding application process and approve or decline the client’s request in part or in full. We will present the client with a quote in the approved amount, from which they have 21 days to accept or decline the offer in their sole discretion. We retain sole discretion on whether or not to approve a client application, without the need to provide you, the Vendor, with reasons. You bear all risk associated with supplying goods and/or services to a client prior to payment being made.

If the quote is accepted, we will notify you and pay the approved amount to you within 2 business days of acceptance by the client. Payment will be made into your nominated South African registered bank account provided to us when creating your user account. Please note that the approved amount may be less than the transaction value and you will need to accept other means of payment from the client in respect of any outstanding balance due to you.

A 2.5% service fee is payable to us for using the Vendor Service and we retain sole discretion to amend these service fees in future, on prior notice to you.

This Agreement commences upon your acceptance hereof. Either you or Lulalend may terminate this Agreement at any time for convenience, with or without cause, by giving the other party 5 (five) days’ prior written notice of termination provided that any current client payment requests will be completed by us in accordance with this Agreement.

We may immediately suspend this Agreement or the services hereunder at any time, with or without notice, should we suspect any fraud or unusual transaction behaviour associated with your profile. We may hold any funds payable to you for a reasonable time period, pending investigation.

Nothing in this clause excludes our right to claim damages and the right to require specific performance, and any remedy available to us under applicable law.

Termination of this Agreement for any reason does not terminate the client relationship between us and a client, and we shall be entitled to continue to provide our products and services to our clients in our sole discretion.

We may modify any of the terms and conditions contained in this Agreement, in our sole discretion. You will be notified prior to such changes being made by email and/or a change notice being posted on our site. Modifications may include, for example, changes in the service fees, payment procedures, and Vendor Service rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement by providing us with written notice. Your continued participation in the Vendor Service following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

You and Lulalend are independent operators, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this section.

You agree to conduct your business and carry on all activities connected to the Vendor Service with the highest ethical standards. You shall not do business with any person which involves bribes, payoffs, payments (or offers thereof) by way of inducement or reward (whether to do any act or to refrain from doing any act or to show favour or disfavour or otherwise) or any other similar improper or unethical practices.

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Vendor Service, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Vendor Service will not exceed the total service fees paid to us under this Agreement in the 3 (three) months prior to any claim.

We make no express or implied warranties or representations with respect to the Vendor Service. We make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. We also retain sole discretion as to the relationships and agreements with our clients, and any decisions made or taken thereunder.

We retain all intellectual property rights in the Vendor Service and hereunder. You may use our approved branding and marketing collateral for the purposes of marketing the Vendor Service to your clients. We may update the format or requirements of our branding or materials from time to time.

You agree that this Agreement and the terms of the Vendor Service is confidential. You agree to not disclose this confidential information to any third party (other than your professional advisors) for any reason without our prior written consent. You also agree to utilise, employ, exploit or in any other manner whatsoever use confidential information for any purpose whatsoever other than strictly in relation to this Agreement; and understand that the unauthorised or unlawful use or disclosure of confidential information may cause irreparable loss, harm and damage to us. Upon termination, you shall return, or if not capable of return it shall permanently delete, all of our documentation and confidential information you may have in your possession.

You hereby indemnify and hold us harmless against any direct losses, costs or damages that may be incurred by us in connection with a breach by you of any of your obligations under this Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect to such subject matter. Any termination, extension or amendment of this Agreement must be in writing and signed by a duly authorized representative of the parties.

You shall not have the right to cede, delegate, assign or otherwise transfer any of its rights or obligations under this Agreement without our prior written consent. We can cede, delegate, assign or otherwise transfer any of our rights or obligations under this Agreement without your consent.

In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

This Agreement may be executed in counterparts that together shall constitute one and the same instrument.

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a force majeure event (being an act of god, a declared state of emergency, a pandemic, any riots, acts of war or civil unrest, or natural disaster). If the period of delay or non-performance continues for 30 (thirty) days, either party not affected may terminate this Agreement by giving 5 (five) days' written notice to the other party.

This Agreement shall be construed and governed in accordance with the laws of South Africa and the Parties consent and submit to the exclusive jurisdiction of the Western Cape High Court of South Africa in any dispute arising from or in connection with this Agreement.

You choose the physical address submitted to us when making your application, and Lulalend chooses the physical addresses set out on the front page of this Agreement, as our respective addresses for the purposes of giving any notice (including legal notices) arising from this Agreement. A party may change its address for notices by providing the other party with 30 days prior written notification of such change.