Reseller Service Level Agreement

Service Level Agreement between Agent & WAPPoint (Pty) Ltd

1 Contents
1. INTRODUCTION ……………………………………………………………………………………………………………….
1.1. PURPOSE AND OBJECTIVES ………………………………………………………………………………………..
1.2. PARTIES TO THE AGREEMENT …………………………………………………………………………………….
1.3. DURATION OF THE AGREEMENT …………………………………………………………………………………
2. DUTIES AND RESPONSIBILITIES ………………………………………………………………………………………….
2.1. AGENT’S RESPONSIBILITIES ………………………………………………………………………………………..
2.2. WAPPOINT’S RESPONSIBILITIES ………………………………………………………………………………….
3. GENERAL CLAUSES …………………………………………………………………………………………………………..
4. SERVICE DESCRIPTIONS …………………………………………………………………………………………………….
5. APPENDIX A …………………………………………………………………………………………………………………….
6. GENERAL PROVISIONS ……………………………………………………………………………………………………..
7. AGREEMENT APPROVAL …………………………………………………………………………………………………..

1. INTRODUCTION

1.1. PURPOSE AND OBJECTIVES

This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between Agent and WAPPoint (Pty) Ltd for the provisioning of Card Payment Services to permanent merchants.
This Agreement outlines the terms and conditions under which the specified services will be provided. The objective is to provide a basis and framework for the delivery of high quality services that meet the needs of merchants.

1.2. PARTIES TO THE AGREEMENT
This Agreement is made between Agent, Registration No: ___________________ (hereinafter referred to as “the Agent”) and WAPPoint (Pty) Ltd, Registration No:1996/012185/07 (hereinafter referred to as “WAPPoint”.

1.3. DURATION OF THE AGREEMENT
This Agreement will be effective for three (3) years from the effective date with the option to renew for a further period thereafter, or may be terminated by either Party upon ninety (90) days’ written notice. Such termination or any other termination of this Agreement for any reason by either Party shall not relieve the Parties of any obligation with respect to information disclosed hereunder prior to termination.
This Agreement should be reviewed a minimum of every 3 (three) years; however, in lieu of any review in any period, this Agreement shall remain in effect.

2. DUTIES AND RESPONSIBILITIES

2.1. AGENT’S RESPONSIBILITIES
– To send leads to WAPPoint for sales purposes / To act as an agent and assist with sales on merchants when applicable (and only if Agent’s staff have received proper training to on sell these services appropriately)
– Where Agent operates under the WAPPoint branding, to run a subdivision of WAPPoint as a proper business with generally acceptable business practices so that the WAPPoint name does not come into disrepute.
– Agent undertakes to not run a competing card payment acceptance service in this environment whilst the agreement is in place.
– Agent agrees not to approach any of WAPPoint’s clients directly during the agreement and on termination of the agreement unless asked by WAPPoint to do so.
– Agent agrees to notify WAPPoint of any new areas of business it would like to expand to should these arise.
– Agent agrees not to approach WAPPoint staff with employment offerings unless authorised by WAPPoint to do so.

2.2. WAPPOINT’S RESPONSIBILITIES
– To provide credit card facilities to the Merchants referred / signed up by the Agent
– Merchant on-boarding is up to WAPPoint’s discretion and we reserve the right to decline applications if they do not pass our clearance checks and risk assessment.
– To facilitate all admin and banking services
– To provide training to Agent’s staff.
– To provide a Technical Support call centre 24/7 for merchants
– To adhere to the rules and laws of South Africa in terms of card payment services and payment and settlement processing.
– To provide logistical services i.e. to arrange deliveries & collections with merchants
– To provide merchant and bank services.
– To provide monthly reporting to Agent on all of Agent’s clients and a commission report detailing Agent’s commission for the month.
– WAPPoint agrees to notify Agent of any new areas of business it would like to expand to should these arise.
– WAPPoint agrees not to approach Agent staff with employment offerings unless authorised by Agent to do so.

3. GENERAL CLAUSES
– As WAPPoint is already fully operational in providing these services and merely in need of a sales partner to further the number of merchants utilising WAPPoint, wherever the Agent brings a client to the table, the client will sign into an agreement with WAPPoint. The client’s revenue stream will be divided as mutually agreed upon in Appendix A between WAPPoint and Agent until the client cancels their agreement with WAPPoint or the agreement between Agent and WAPPoint come to an end.
– To ensure transparency, WAPPoint will provide Agent with monthly financial reports of the total fees billed to the clients in question and the commission splits made. This will then be paid to Agent a month in arrears, usually by the 25th of the month.
– No commission will be payable on declined applications.
– Commission is only payable once the merchant has paid WAPPoint.

4. SERVICE DESCRIPTIONS Service Name Description Specifications
Card Machines
Mobile Debit and Credit Card Terminals
 GPRS / Telkom enabled Card Machines
Payment Pebble / PocketPOS
Mobile Debit and Credit Card Terminal
 Must be used in conjunction with the user’s smart phone or tablet
Support & Labour Services
Telephonic and On Site Support at Several Events
 Training
 Installation
 Collection
 24/7 Helpdesk
 Central Point Back Up Stand
Merchant Services / Acquiring
Everything related to on-boarding merchants /
 Sales
 Merchant Settlements
3 exhibitors / organizers and managing their payments
 Queries
 Reporting

5. APPENDIX A
Below is a list of the mutually agreed commissions per service item: Service Name Commission
Card Facility
As very little profit is made on rental subscription we provide a once off R200 (VAT inclusive) for each successful sign up
Merchant Services / Acquiring
Once you have signed up 5 customers, you will qualify for commission on transaction fees based on the turnover done per merchant per month.
WAPPoint reserves the right to charge the merchant any fees but gives Agent 3% of the transaction fees invoice billed to the customer.

6. GENERAL PROVISIONS
(a) Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other provision hereof.
(b) Entire Agreement. This Agreement, represents the entire agreement of the parties with respect to the subject matter hereof and any other previous understanding, commitments, or agreement, oral or written, between WAPPoint and the Agent with respect to the subject matter hereof.
(c) Notices. Any notices given hereunder shall be given pursuant to and as provided in the Contract.
(d) Waiver. No failure by either party to insist upon the strict performance of any covenant, term or condition of this Agreement, or to exercise any right or remedy, shall constitute a waiver of such right or remedy on any subsequent occasion.
(e) Governing Law. The validity, construction, scope and performance of this Agreement shall be governed by the laws of the Republic of South Africa, exclusive of its choice of law provisions.
(f) Amendments. This Agreement may not be amended except in writing executed by duly authorized representatives of both WAPPoint and the Agent.
4
(g) Assignment. This Agreement may not be assigned by either party except in connection with and under the circumstances permitted under the Contract. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and permitted assigns.
(h) Counterparts. This Agreement may be signed in one or more counterpart copies, all of which together shall constitute one Agreement and each of which shall constitute an original.

7. AGREEMENT APPROVAL
For an on behalf of Agent:

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