Preface
This Vendor Agreement outlines the terms and conditions under which you (“the Vendor”) may apply to become an authorized vendor for 7D mini. By entering into this agreement, the Vendor agrees to comply with the obligations and responsibilities set forth herein, with the understanding that becoming a vendor for 7D mini involves the sale and distribution of products as specified in this agreement. Acceptance as a vendor is contingent upon adherence to these terms and the successful completion of the application process.
1. Authorisation and Scope of This Vendor Agreement
1.1. 7D mini appoints the Vendors to sell Products to Customers and process Product Transactions. The Vendor agrees to accept this appointment on the terms and conditions set out in this Vendor Agreement. In consideration for marketing and selling Products and processing Transactions, 7D mini shall supply the Vendor with products, the Vendor Margin, and, if applicable, the Rebate, or the Vendor shall pay to 7D mini the Vendor Purchase Price (depending on the type of Product Sold).
1.2. From time to time, 7D mini may offer the Vendor the opportunity to sell products not specified in a Product Schedule (“Offer”). If 7D mini provides the Vendor with an Offer, the Offer will, if not expressly accepted by the Vendor beforehand, be considered accepted upon sale of those products by the Vendor, and such products shall be deemed Products and subject to this Vendor Agreement.
1.3. Depending on the 7D mini and/or the Product, the Vendor is either appointed as a:
a) Non-exclusive, limited scope agent of the relevant 7D mini acting as principal, whereby the Vendor concludes the sale of Products on behalf of the relevant Provider (“Agency Products” sold under an “Agency Model”); and/or
b) Non-exclusive sub-distributor of 7D mini distributing Products (“Buy-Sell Products”) on a buy-sell basis, whereby the Vendor buys Products from 7D mini and sells such Products to Customers (“Buy-Sell Model”).
1.4. For Products sold under an Agency Model:
a) Title in the Products shall pass directly from 7D mini to the Customer upon completion of the Transaction and shall at no time pass to the Vendor; and
b) The Vendor shall sell the Products at the price determined by the relevant Provider unless 7D mini has agreed otherwise in writing.
1.5. For Products sold under a Buy-Sell Model:
a) Title in the Products shall pass from the relevant Provider to 7D mini, from 7D mini to the Vendor, and finally from the Vendor to the Customer upon completion of the transaction;
b) The Vendor is not an agent of the relevant Provider; and
c) 7D mini may recommend a retail sale price for the relevant Products, however, the Vendor’s sale price shall be solely determined by the Vendor.
1.6. During the term of this Vendor Agreement or for one (1) year from the Commencement Date, whichever is shorter, the Vendor shall distribute and sell the Products at Vendor Locations exclusively via 7D mini. During this period, the Vendor and its related entities shall not distribute or offer to sell Products at Vendor Locations other than via 7D mini.
1.7. If the Vendor wishes to distribute new products at Vendor Locations, the Vendor shall provide 7D mini with three (3) months’ written notice to make such products available via 7D mini. If, after three (3) months, 7D mini cannot offer these products, the Vendor may distribute and sell such products via a third party.
1.8. Nothing in this Vendor Agreement shall:
a) Prohibit 7D mini from distributing and selling Products to Customers directly or indirectly through other vendors or retailers; or
b) Authorize the Vendor to sub-distribute or resell any Products other than to Customers without 7D mini’s prior written consent.
2. Commencement and Duration
2.1. The Vendor must not sell Products until:
a) 7D mini is satisfied that the relevant Vendor Location(s) meet the Acceptance Criteria;
b) Credit checks on the Vendor are completed to 7D mini’s reasonable satisfaction; and
c) The Vendor’s ability to process Transactions in respect of each Product is demonstrated to 7D mini’s reasonable satisfaction.
2.2. This Vendor Agreement will commence on the Commencement Date and continue for the Initial Term. Upon expiry of the Initial Term, it shall automatically renew for successive periods of twelve (12) months (each a “Renewal Term”) unless terminated by either party with 1 month’s written notice.
3. Sale of Products
3.1. The Vendor may sell and offer Products for sale at Vendor Location(s) only.
3.2. The Vendor authorizes 7D mini to:
a) Advertise that the Vendor operates the Service and sells Products; and
b) Use the Vendor’s name and details of the Location(s) in any promotional materials relating to the Service.
3.3. The Vendor shall:
a) Use reasonable efforts to notify 7D mini in writing at least 20 days (and, in any event, not less than 60 days) before any proposed change of Vendor Location(s).
b) Not sell Products in any manner, or at any place, other than as instructed by or agreed with 7D mini.
c) Make no amendment, modification, deletion, or replacement of any or all of the terms and conditions as set by 7D mini from time to time.
d) Not initiate a Transaction unless the Product has been paid for in full by a Customer. The Vendor shall be liable to make payment for all Products Sold in accordance with this Vendor Agreement regardless of whether the Vendor takes payment from the Customer.
e) Not make any representations in relation to 7D mini, any Provider, or anything contemplated under this Vendor Agreement that are false or misleading.
f) Actively offer for sale, display, sell, and promote the sale of all Products which the Vendor is authorized to sell.
g) Not make the sale of any Product conditional upon the sale of any other goods or services.
h) Advertise and market Products only in accordance with the prior written consent of 7D mini and ensure compliance with the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.
i) Not act (or fail to act) in a way that adversely affects, or is reasonably likely to adversely affect, the reputation of 7D mini or any Provider.
j) Obtain 7D mini’s prior written approval before using 7D mini’s or any Provider’s intellectual property in any advertising or sales promotions.
k) Ensure that a sufficient number of the Vendor’s employees are properly trained to sell Products.
l) Instruct its employees as to the qualities, properties, and functionality of the 7D mini system, the sale of Products, and the processing of Transactions.
3.4. 7D mini will provide initial training in the use of the Equipment and/or system as necessary at 7D mini’s cost and will provide a Vendor helpline to assist with any training issues.
3.5. If a Transaction is improperly processed due to malfunction or operator error, 7D mini may accept cancellation and refund the Vendor the price of the canceled Transaction, subject to further procedures.
4. Title and Risk
4.1. Title to all Equipment, System, and 7D mini business modules remains with 7D mini (or its third-party supplier as applicable) at all times.
4.2. Risk in the Equipment passes to the Vendor once the Equipment has been installed at or delivered to the Vendor’s premises.
4.3. The Vendor acknowledges that the retention of title provisions and the arrangements concerning the Equipment generally under this Vendor Agreement constitute a security interest in favor of 7D mini.
4.4. The Vendor shall ensure that no security interest is lawfully claimed over any Equipment by a party other than 7D mini or the third-party supplier of the Equipment.
4.5. Depending on which of 7D mini’s products or services the Vendor is authorized to use, 7D mini may provide Security Information to the Vendor.
4.6. The Vendor agrees to notify 7D mini immediately of any actual or suspected unauthorized use of the Security Information relating to the Vendor.
4.7. Subject to this Vendor Agreement, 7D mini grants the Vendor a personal, non-exclusive, non-transferable, revocable right and license to use the Software for the term of this Vendor Agreement.
5. Insurance, Loss, and Damage
5.1. The Vendor shall:
a) Insure and keep the products and equipment provided insured for its full insurable value.
b) Ensure that 7D mini’s interest is noted on each insurance policy.
5.2. If any equipment is lost, stolen, or destroyed, the Vendor shall immediately notify 7D mini and pay the equipment Replacement Fee.
6. Fees and Payment
6.1. 7D mini will provide the Vendor with a written invoice for all the Products supplied and any other costs payable by the Vendor to 7D mini.
6.2. The Vendor shall, if requested by 7D mini, complete and sign the Direct Debit Form and the Direct Debit Agreement.
6.3. 7D mini shall issue invoices for all Transactions, and direct debit the Vendor’s Direct Debit Account for the Invoice value after the relevant Accounting Period.
6.4. The Vendor will pay all invoices by irrevocable electronic funds transfer.
6.5. If the Vendor fails to pay any amount due, 7D mini is entitled to charge interest on the outstanding amount.
6.6. While using the 7D mini vendor portals for selling, any transaction charges from Visa, Mastercard, or other payment processors will be on-charged to the Vendor. For the sake of convenience, this is calculated at 3% of the total sales amount and may be show as a “commission.”
7. GST
7.1. Each Party shall pay GST in accordance with the GST Act at the rate current when the sum of money is payable.
8. Logos and Intellectual Property Rights
8.1. The Vendor shall not claim any right in or to 7D mini’s or any Provider’s intellectual property rights.
8.2. The Vendor shall indemnify 7D mini against all liabilities arising from any claim for infringement of a third party’s intellectual property rights due to the Vendor’s use and/or sale of the Products in breach of this Vendor Agreement.
9. Warranties and Liability
9.1. 7D mini expressly excludes all express or implied warranties and representations regarding the Products and their use, except as expressly provided in this Agreement.
9.2. Each party warrants to the other that it has full corporate power and lawful authority to execute and deliver this Agreement.
10. Termination
10.1. This Agreement may be terminated by either party in cases of breach, insolvency, or significant change in ownership.
11. Conduct Upon Termination
11.1. On termination or expiry of this Agreement, the Vendor will cease representing themselves as a Vendor of the Products, return or destroy marketing materials, and cease any use of 7D mini’s trademarks or business names.
12. Remittance of Funds
12.1. On termination of this Agreement, the Vendor will immediately pay all outstanding amounts to 7D mini.
13. Confidentiality and Privacy
13.1. Each party will keep confidential and not use any confidential information concerning the business of the other party, except for performing obligations under this Agreement.
14. Notices
14.1. A notice, consent, or approval to be given under this Vendor Agreement may be given by either party to the other by personally serving it or by sending it by courier, registered mail, post, or email.
15. Dispute Resolution
15.1. A party must not commence legal proceedings except proceedings seeking interlocutory relief in respect of a dispute arising out of this Agreement.
16. Credit Contracts and Consumer Finance Act 2003
16.1. The Vendor acknowledges that the Credit Contracts and Consumer Finance Act 2003 does not apply to this Vendor Agreement.
17. Miscellaneous and General Terms
17.1. This Vendor Agreement is personal to the Vendor and shall not be assigned, transferred, subcontracted, charged, or otherwise disposed of without 7D mini’s prior written consent.
17.2. The Vendor agrees to comply with all applicable laws and regulations in force from time to time.
17.3. This Vendor Agreement may be amended by 7D mini by providing 30 days’ written notice to the Vendor.
18. Vendor Conduct and Compliance
18.1. The Vendor must adhere to all policies, procedures, and guidelines provided by 7D mini.
18.2. The Vendor must not act in any way that could damage or is reasonably likely to damage the reputation of 7D mini. Any actions or omissions by the Vendor that may negatively impact 7D mini’s reputation may result in immediate termination of this Vendor Agreement.
18.3. The Vendor acknowledges that they are not employees of 7D mini and are independent entities. This Vendor Agreement does not create an employment relationship, either explicitly or impliedly, between the Vendor and 7D mini.
18.4. Vendor memberships are for a minimum term of 12 months regardless of the payment plan options chosen. There can be no cancellation of the membership before the completion of the 12-month term.
19. 7D Mini Property
19.1. Any items supplied by 7D mini, including but not limited to marketing collateral, equipment, and any other materials, remain the property of 7D mini at all times.
19.2. The Vendor agrees to protect and take proper care of all items supplied by 7D mini and to ensure that they are treated in a manner consistent with their intended use.
19.3. In the event of any loss, damage, or destruction of 7D mini’s property caused by the Vendor or its representatives, the Vendor may be held responsible for the cost of repair or replacement of the damaged items.
19.4. Upon termination or expiry of this Vendor Agreement, all 7D mini property must be returned in good condition, subject to reasonable wear and tear, or as directed by 7D mini.
20. Sale of Cigarettes, Vapes, and Alcohol
20.1. 7D mini offers cigarettes, vapes, and alcohol at wholesale prices to its vendors. However, these products are provided for personal use only.
20.2. Before selling cigarettes, vapes, alcohol, or any other regulated products, the Vendor MUST apply for and obtain all relevant licenses from the appropriate regulatory authorities.
20.3. The Vendor agrees to comply with and observe all relevant laws and regulations at all times when selling cigarettes, vapes, alcohol, or any other regulated products. Failure to do so may result in immediate termination of this Vendor Agreement.
21. Disclaimer of Tax and Financial Advice
21.1. 7D mini is not a tax planning or financial consulting service. We do not provide any guarantees, warranties, or assurances regarding the financial or tax implications of the Vendor’s actions or decisions.
21.2. The Vendor acknowledges that they are solely responsible for their own legal, financial, and tax matters. The Vendor is strongly advised to seek independent legal and tax advice to ensure compliance with all applicable laws and regulations.
21.3. 7D mini shall not be held liable for any consequences arising from the Vendor’s failure to seek appropriate legal or tax advice or for any actions taken by the Vendor based on their own decisions.
