VENDOR AGREEMENT TERMS AND CONDITIONS

 

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 has agreed to accept this appointment on the terms and conditions set out in this Vendor Agreement. In consideration for the Vendor to market and sell Products and processing Transactions 7D mini shall supply the Vendor the products and 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 that have not been 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 as accepted upon sale of those products by the Vendor and such products shall be deemed Products and shall be subject to this Vendor Agreement.

 

1.3. Depending on the 7D mini and/or the Product, in relation to each Product the Vendor is either appointed as a:

 

1. 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

 

1. 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 the following shall apply: 

(i) 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 

(ii) the Vendor shall sell the Products at the price determined by the relevant Provider (which may be Face Value) unless 7D mini has agreed otherwise in writing.

 

1.5. For Products sold under a Buy-Sell Model the following shall apply: 

(i) 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 on completion of the transaction; 

(ii) the Vendor is not an agent of the relevant Provider; and 

(iii) 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. The Vendor acknowledges and agrees that  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 through at Vendor Locations, exclusively via 7D mini. Accordingly, during such a period, the Vendor shall not, and shall procure that of its subsidiaries and agents. Its parent company, and its parent company’s subsidiaries shall not, distribute or offer to sell Products at Vendor Location, other than via 7D mini. Nothing contained in this Clause 1.6 shall affect or limit the Vendor’s rights to terminate this Vendor Agreement as provided hereinafter.

 

1.7. If the Vendor wishes to distribute new products capable of being distributed at the Vendor Locations, the Vendor shall provide 7D mini three (3) months’ written notice to make such products available via 7D mini. If at the expiry of such a three (3) month period 7D mini is not able to offer  such products to the Vendor, the Vendor may distribute and sell such products via a third party.

 

1.8. Nothing in this Vendor Agreement shall be construed  to: 

(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: 

(i) 7D mini is satisfied that the relevant Vendor Location(s) meets the Acceptance Criteria; 

(ii) credit checks on the Vendor being completed and providing results to 7D mini’s reasonable satisfaction; 

(iii) the Vendor’s ability to process Transactions in respect of each Product being demonstrated to 7D mini’s reasonable satisfaction

 

2.2. This Vendor Agreement will commence on the Commencement Date and shall continue for the Initial Term and on the expiry of the Initial Term this Vendor Agreement shall automatically renew for successive periods of twelve (12) months (each a ·Renewal Term”) unless terminated by either party on 1 month’s written notice (not to expire prior to the end of the Initial Term or the current Renewal Term), unless validly terminated in accordance with clause 12. 

 

3 SALE OF PRODUCTS

 

3.1. The Vendor may sell and offer Products for sale at Vendor Location(s) and must not accept orders for Products and/or process Transactions at any other location then their reach.

 

3.2. The Vendor authorizes 7D mini to: 

(i) advertise that the Vendor operates the Service and Products for sale; and 

(ii) use the Vendor’s name and details of the Location(s) in any promotional materials relating to the Service.

3.3. The Vendor shall: 

 

1. 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).
2. b) not sell Products in any manner, or at any place, other than that instructed by or agreed with 7D mini;
3. 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; 
4. 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 and, for the avoidance of doubt, if the Vendor accepts payment for any Product by way of cash, charge card, credit card, debit card or cheque. the risk of any loss arising by way of dishonored payment or otherwise will be borne solely by the Vendor;
5. e) not make any representations in relation 7D mini, any Provider or anything contemplated under this Vendor Agreement which are false or misleading;
6. f) actively offer for sale, display, sell and promote the sale of all Products which the Vendor is authorised to sell;
7. g)  not make the sale of any Product conditional upon the sale of any other goods or services nor impose or seek to impose any terms or conditions in relation to such sale other than those set out in the terms and conditions of the applicable Provider (issued by the relevant Provider or 7D mini
8. h) advertise and market Products only in accordance: 

(i) with the prior written consent of 7D mini; and (ii) the Ancillary Documents. Without prejudice to the foregoing, and in particular, but without limitation, the Vendor must ensure that all statements in any advertisement for Products or in any other material designed to encourage the purchase of Products are true and capable of independent verification, and that its trading activities are in compliance at all times with the Consumer Guarantees Act 1993 and the Fair Trading Act 1986;

1. i) not act (or fail to act) in a way which adversely affects, or is reasonably likely to adversely affect. the reputation of 7D mini or any Provider;
2. j) obtain 7D mini’s prior written approval before using 7d mini’s or any Provider’s IPRs in any advertising or sales promotions;
3. k) continue to ensure that a sufficient number of the Vendor’s employees are properly trained to sell Products and ensure such training covers such aspects of Vendor performance under this Vendor Agreement as 7D mini may reasonably require; and/or
4. 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. 7D mini will meet all costs and charges relating to the use of the Vendor help line except for any local connection charges, which will be borne by the Vendor.

 

3.5. Subject to clause 4.6, if as a result of:

{i) malfunction of any Equipment and/or system a Transaction is improperly processed such that the Product is incapable of being used to access a Provider Goods and/or Services; 

(ii) operator error a Transaction is processed which is not in accordance with the specified requirements of a vendor and the vendor is unwilling to accept the Product; then 7D mini shall, subject to such further procedures as 7D mini may from time to time reasonably require in order to satisfy itself as to the validity and genuineness of such cancellation and the bona fides of the Vendors and its employees and of the claim, accept cancellation and refund the Vendor the price of the canceled Transaction.

 

3.6. Any cancellation and/or issue of a refund pursuant to clause 4.5 is always subject to:

(i) the credit linked to the Product or the underlying Provider Products and/or Services remaining unused and/or un-accessed; and/ or 

(ii) such cancellation and/or refund being allowed by the business rules of the relevant Provider and the relevant Provider issuing a corresponding refund to 7D mini. If any refund is issued by 7D mini for which the credit or the underlying Provider Products and/or Services has been used and/or accessed and/or the relevant Provider subsequently requires 7D mini to repay to that Provider the value of the relevant refund then 7D mini may recover the value of any such credit with the Vendor.

 

4 TITLE AND RISK

 

4.1. Title to all Equipment, System and 7D mini business module Remains with 7D mini (or its third party supplier as applicable) at all times and the Vendor is not entitled to possession of any Equipment and system until a financing statement has been registered on the Personal Property Securities Register by 7D mini or the third party supplier of the Equipment and system To perfect any security interest over the Equipment and service then unless and until 7D mini or the relevant third party supplier of the Equipment and system passes title to the Vendor, the Vendor shall hold the Equipment and system as fiduciary bailee and agent for 7D mini. The Vendor irrevocably authorises 7D mini or its nominee to enter the Vendor’s premises to remove any Equipment and system which is the property of 7D mini.

 

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. Vendor acknowledges the retention of title provisions of this clause 5 and the arrangements concerning the Equipment generally under this Vendor Agreement constitute a security interest or interests (as that term is defined in the Personal Property Securities Act 1999 {“the Act”) in favor of 7D mini (or another third party) over Equipment presently or in the future supplied or delivered by 7D mini to the Vendor. Where a purchase price is payable the security interest will subsist until the purchase price of the Equipment is paid in full without deduction or set-off or where such of the Equipment is held as fiduciary bailee and agent of 7D mini such bailment ceases. On 7D mini’s request, the Vendor must properly execute any documents and do anything else required by 7D mini to ensure that the security interest constitutes a perfected security interest as that term is defined by the Act) over the Equipment including: a) executing any new, replacement or additional security document(s);and b) providing any information to 7D mini to enable 7D mini to complete and register a financing statement or a financing change statement. The Vendor or third party supplier waives the right to be given a copy of any verification statement in relation to any financing statement or financing change statement registered by 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. The Vendor must notify 7D mini immediately the Vendor becomes aware of any security interest over the Equipment other than 7D mini’s or the relevant third party supplier’s security interest.

 

4.5. Depending on which of 7D mini’s products or services the Vendor is authorised to use. 7D mini may provide Security Information to the Vendor. and 7D mini may also require the Vendor to provide Security Information to 7D mini which will enable the Vendor to access and use the relevant product or service. The Vendor must treat all Security Information as strictly confidential, and not disclose it to anyone. 7D mini is entitled to rely on the provision of the Vendor’s Security Information without further enquiry, as evidence of the Vendor’s identity and authority to use the relevant product or service. As a result, the Vendor will be liable for the costs and charges in relation to all such use. Any Security Information which is generated by 7D mini and supplied to the Vendor remains the property of 7D mini at all times.

 

4.6. The Vendor agrees to notify 7D mini immediately of any actual or suspected unauthorised use of the Security Information relating to the Vendor. Such notice will not release the Vendor from any liability the Vendor may have to 7D mini in relation to the relevant product or service. but 7D mini will use reasonable endeavors to mitigate the effects of that unauthorised use from the Vendor’s perspective. 

 

4.7. Subject to the terms and conditions of this Vendor Agreement and for the term of this Vendor Agreement, 7D mini hereby grants to the Vendor, and the Vendor accepts, a personal, non-exclusive, non-transferable, revocable right and license to use the Software and, for the duration of this Vendor Agreement. The license provided in this clause 5.7 is subject to the Vendor installing any updates, upgrades or new versions of the system within the timeframe provided by 7D mini to the Vendor, at the time the update, upgrade or new version is released by the Vendor. The Vendor may only use the system for the purposes of using the Equipment in accordance with its intended use under this Vendor Agreement. Any use of the System not expressly permitted by this Vendor Agreement is prohibited. In particular, and without limiting this obligation. The Vendor shall not. and will procure that no third party shall: (a) site, locate, install or otherwise configure the system other than in accordance with 7D mini’s instructions;(b) reverse assemble. reverse compile, or otherwise reverse engineer or attempt to derive the source code of the System; and/or (c) modify, alter, enhance or create derivative works of the System without 7D mini’s prior written consent. Except for the license rights expressly granted in this clause,7D mini shall retain all rights. title and interest in and to the System. This Vendor Agreement grants no express or implied license, right or interest in or to any copyright patent trade secret. invention or other IPR of 7D mini. other than the express licenses and rights set out in this clause. Upon termination of this Vendor Agreement for any reason the Vendor shall immediately return or destroy as requested by 7D mini at its sole discretion, all copies of the System, and all associated documentation, in its possession. The Vendor agrees to certify its compliance with these requirements within five (5) Business Days of 7D mini’s request.

 

5 INSURANCE, LOSS AND DAMAGE

 

5.1. The Vendor shall:

(i) insure and keep the products and equipment provided insured for its full insurable value (replacement value) against loss, fire, accident, theft and damage (including malicious damage), storm and tempest. earthquake and water damage, with a reputable insurer; and (ii) ensure that 7D mini’s interest is noted on each insurance policy. or that a generic interest clause has been included.

 

5.2. If any equipment is lost, or stolen or is destroyed, broken or damaged beyond economic repair the Vendor shall immediately notify 7D mini (providing all relevant details), or if 7D mini or its nominees discover the same.7D mini shall notify the Vendor  and unless otherwise agreed by 7D mini in writing the Vendor shall immediately pay to 7D mini the equipment Replacement Fee via the direct debit facility in place in respect of each equipment. 

 

6 FEES AND PAYMENT

 

6.1. 7D mini will provide the Vendor with a written invoice for all the Products supplied and any other taxes, duties, levies, charges, fees or other costs or amounts that are payable by the Vendor to 7D mini, The Vendor will pay invoices issued by 7D mini in full no later than the 20th of following month.

 

6.2. The Vendor shall complete and sign the Direct Debit Form and the Direct Debit Agreement and return both to 7D mini with this Vendor Agreement. The Vendor must not alter, change or close the Direct Debit Account during the term of this Vendor Agreement without the prior written consent of 7D mini. The Vendor’s obligation to pay the face value for Products and all fees under this Vendor Agreement is absolute and unconditional and no withholding. Deduction or set off for any reason (including because of any counterclaim or otherwise) is permitted, and the Vendor’s payment obligations will continue notwithstanding, for any reason, any partial or total failure to operate by loss, theft or destruction of or accident or damage.

 

6.3. 7D mini shall issue Invoices for all Transactions (apart from Redemption Products) for the relevant Accounting Period the day before 7D mini collects the relevant direct debit payment or otherwise as Indicated in the Vendor Agreement. 7D mini may amend the Invoice date and/or the direct debit date from time to time by providing notice to the Vendor. 7D mini will direct debit the Vendor’s Direct Debit Account for the Invoice value on the day after the end of the relevant Accounting Period. 7D mini shall, if requested by the Vendor, provide a tax invoice to the Vendor.

 

6.4. The Vendor will pay all invoices by irrevocable electronic funds transfer to an account nominated by the 7D mini.

 

6.5. If the Vendor fails to pay any amount due to 7D mini by the due date for payment, 7D mini is entitled to charge interest on the outstanding amount at the rate of 10 per cent per annum, calculated on a daily basis from the date the payment became due until the date actual payment is made in full.

 

6.5. 7D mini may require an alternative payment method and terms thereof from the Vendor if the Vendor’s account with 7D mini falls into arrears.

 

6.6. Any Expenses, disbursements and legal costs incurred by 7D mini in the enforcement of any rights contained in or recovery of any amounts under this Vendor Agreement shall be paid by the Vendor, including any reasonable solicitor’s fees or debt collection agency fees and 7D mini may collect any such payment by direct debit on notice to the Vendor. 

 

7 GST

 

7.1. Whenever a sum of money is payable by either Party to the other under this Vendor Agreement, unless agreed otherwise in this Vendor Agreement. Each Party shall pay GST in accordance with the GST Act at the rate current when the sum of money is payable where the parties are obligated to charge GST on that sum. At the same time that the money is due to be paid under this Vendor Agreement.

 

8 LOGOS AND INTELLECTUAL PROPERTY RIGHTS 

 

8.1. The Vendor shall not:

{i) claim any right in or to 7D mini’s or any Provider’s IPRs, except as directed or approved by 7D mini or the relevant Provider {as applicable) all of which shall remain the property of 7D mini or the relevant Provider (as applicable);and/or 

(ii) use any 7D mini and/or Provider IPRs without 7D mini’s prior written consent. 

 

8.2. The Vendor shall Indemnify 7D mini against all liabilities. costs, expenses. damages and losses(including but not limited to any direct. Indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by 7D mini arising out of or in connection with any claim made against 7D mini for actual or alleged infringement by the Vendor of a third party’s IPRs arising out of or in connection with the Vendor’s use and/or sale of the Products in breach of this Vendor Agreement.

 

 9 WARRANTIES AND LIABILITY

 

9.1. No warranties regarding the Products Except as expressly provided in this Agreement, and to the full extent permitted by law, 7D mini expressly excludes all express or implied warranties and representations regarding the Products and their use. 

 

9.2. Mutual warranties Each party warrants to the other that: 

(a) the execution and delivery of this Agreement has been properly authorized by all necessary corporate action; and 

(b) it has full corporate power and lawful authority and the legal power to execute and deliver this Agreement and to perform or cause to be performed its obligations under this Agreement. 

 

9.3. The Vendor represents and warrants to 7D mini as a continuing obligation that:

(i)it has the power to enter into, exercise its rights, perform and comply with its obligations under this Vendor Agreement;

(ii) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of all necessary consents)have been taken, fulfilled and done in order to enable the Vendor lawfully to enter into and exercise its rights and perform and comply with his obligations under this Vendor Agreement and that such obligations are valid, legally binding and enforceable; 

{iii) its entry into, exercise of rights and/or performance of or compliance with its obligations under this Vendor Agreement do not and will not violate any restriction imposed by {a) any law to which he is subject or (b) being a company. Its constitution and the Companies Act 1993;and (iv) and its entry into exercise of his rights and/or performance of or compliance with its obligations under this Vendor Agreement do not and will not violate any agreement to which it is party. 

 

9.4. The Vendor shall notify 7D mini immediately of any changes or proposed changes in the ownership or the nature of the Vendors business; or the Vendor becoming aware of any matter or event which constitutes or might give rise to a breach of any of the above representations warranties and undertakings and shall promptly provide 7D mini with all details of such matters as 7D mini shall reasonably require.

 

9.5.  Neither party shall be deemed to be In breach of this Vendor Agreement or otherwise liable to the other party for any delay in or nonperformance of its obligations under this Vendor Agreement if and to the extent that the delay or non-performance Is due to circumstances beyond the reasonable control of that party including but not limited to a failure of or interruption in the provision of essential services such as electricity supply, bank payment systems or postal deliveries or the delivery of Paper Stock or other consumables.

 

10. Termination

 

10.1. This Agreement may be terminated: 

(a) immediately by the 7D mini, if the Vendor is in breach of its payment obligations under this Agreement and fails to remedy the breach within 20 Business Days’ notice from the 7D mini; or (b) by 10th Business Days’ written notice given by either party, if the other party breaches or defaults in the performance of any material provision of this Agreement, provided that, if that other party cures the breach or default within 15 Business Days of receipt by it of the notice of termination, the Agreement shall continue in full force and effect. Notice given under this paragraph must specify the breach or default giving rise to the right of termination; or

 (c) immediately by either party, by written notice to the other, if the other party suffers an Insolvency Event; or 

(d) immediately on written notice given by 7D mini to the Vendor where:

 (i) a change takes place in the shareholding of the Vendors or of the shareholding of any entity or person beneficially holding shares in 7D mini (either directly or through one or more intermediaries); and (ii) the effect of the change is that the ultimate effective power to appoint a majority of the Vendor’s directors passes to some person or group of persons acting in concert; and or

 

11 Conduct upon termination

 

11.1. On termination or expiry of this Agreement, the Vendor will: 

(a) immediately cease to make any representation that it is a Vendor of the Products or that it is authorised to sale the Products; 

(b) remove from public view any signs, banners, wall-charts or other documents or items stating or suggesting that the Vendor is a retailer of the Products or that it is authorised to sale the Products; 

(c) return to 7D mini, or at 7D mini’s direction destroy, all brochures and information or material in the Vendor’s possession or control relating to marketing and sales of the Products; 

(d) immediately take steps to, and as soon as reasonably practicable, cease any permitted use of the Trade Marks or business names of 7D mini or its Related Persons in association with its business under this  Vendor Agreement, and shall not use any name or mark which is similar to the Trade Marks in connection with any products; and 

(e) terminate or transfer as directed by 7D mini, any licenses, permits, authorisations, approvals, consents and registrations applied for in the name of 7D mini and following termination the Vendor will then not use any such licenses, permits, authorisations, approvals, consents and registrations; and 

(f) take all reasonable steps to ensure that (where applicable), the Vendor’s personnel or the Vendor’s Related Persons.

 

12 Remittance of funds 

12.1. On termination of this Agreement, the Vendor will, unless otherwise agreed, pay immediately to the 7D mini all moneys outstanding for the Products for which the 7D mini has confirmed a purchase order or any outstanding fees payable to 7D mini.

 

13 CONFIDENTIALITY AND PRIVACY 

 

13.1. Each party will keep confidential and shall not use for any purpose {save for the proper performance of Its obligations and exercise of its rights under the Vendor Agreement, or where disclosure is required by law) any and all information of a confidential nature concerning the business of the other party or (in the case of the Vendor) a Provider.

 

13.2. The Vendor shall keep all data or information obtained by them. which Is not publicly available, relating to 7D mini, any Provider, any Product the Service and the terms of this Vendor Agreement strictly confidential and shall not use such data or information for any purpose other than performing its obligations under this Vendor Agreement. The Vendor shall not use any data or information relating to the Provider or the customers of a Provider for any purpose whatsoever and shall not permit disclosure of such data or information to any third party. The Vendor shall ensure that all of its staff or personnel will comply with these obligations of confidentiality.

 

14 Notices

 

14.1.  Form of Notice : 

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 on the party or by sending it by courier, registered mail, post, or email to the other party at the address set out at the start of this Agreement or to such other address as the party to be notified may advise for the purpose from time to time.

 

14.2. Deemed receipt

Any Notice or document so given will be deemed to be received: 

(a) if personally served or sent by courier or registered mail, at the time when it was actually delivered; 

(b) if sent by post, 10 Business Days after the time it was posted to the recipient; or 

(c) if sent by email, at the time the email leaves the communication systems of the sender, provided that the sender does not receive any error message relating to the sending of the email at the time of sending, provided that if a Notice or document is received by a party on a date that is not a Business Day, or the delivery or transmission is made after 5.00pm on a Business Day, then the notice will be deemed to have been received on the next Business Day.

 

15 Dispute Resolution 

 

15.1. No proceedings A party must not commence legal proceedings except proceedings seeking interlocutory relief in respect of a dispute arising out of this Agreement (Dispute) 

 

15.2. Dispute Notice A party claiming that a Dispute has arisen must give each party to the Dispute (Disputant) written notice (Dispute Notice) setting out details of the Dispute. 

 

15.3.  Referral:

Any Dispute the subject of a Dispute Notice must be initially referred to the chairperson (or his or her nominee) of each Disputant who must use their best efforts to resolve the Dispute within 20 Business Days after the Dispute is referred to them.

 

15.4. Mediation

(a) If the chairpersons (or their nominees) of the Disputants cannot resolve the Dispute then a Disputant may give written notice to each other Disputant requiring each of them to resolve the Dispute by mediation.

 (b) The mediation is to be conducted in terms of the standard mediation agreement. 

(c) The identity of the mediator is to be agreed in writing by the Disputants or, failing such agreement within 10 Business Days, is to be selected by the chairperson for the time (or his or her nominee). 

(d) Each Disputant will bear the costs and expenses that it incurs in connection with the mediation and will share equally the fees and costs of the mediator. 

(e) The mediation will be non-binding.

 

16 CREDIT CONTRACTS AND CONSUMER FINANCE ACT 2003

 

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 the rights and obligations granted shall not be assigned, transferred, subcontracted, charged or otherwise disposed of in any manner by the Vendor, nor shall the Vendor attempt to do any of the same without 7D mini’s prior written consent. 7D mini may at any time assign or transfer any or all of its rights, interests, benefits and obligations under this Vendor Agreement to any party, without the consent of the Vendor. If it does, the assignee or transferee will have all of the rights and remedies under this Vendor Agreement and any related document as if it was 7D mini. The Vendor agrees that it will not assert any right of set-off or enter a claim which it has or acquires against 7D mini or any assignee or transferee, and will pay all amounts owing under this Vendor Agreement and any related document to the assignee or transferee. Reference to 7D mini includes 7D mini’s successors, assignees or transferees of 7D mini. The Vendor authorises 7D mini to collect, use and disclose information about it for any purpose related to their relationship with 7D mini including in relation to any assignment or transfer of any or all of 7D mini’s rights, interests, benefits and obligations under this Vendor Agreement and any related documents.

 

17.2. The failure by 7D mini to exercise or delay in exercising any of the rights or remedies under this Vendor Agreement shall not constitute a waiver by 7D mini of its rights or remedies.

 

17.3. Except as expressly provided in this Vendor Agreement the rights and remedies of 7D mini contained in this Vendor Agreement are cumulative and not exclusive of any other rights or remedies of 7D mini under this Vendor Agreement or provided by law. 

 

17.4. Nothing in this Vendor Agreement shall be construed as creating a relationship of employment. agency (save for the limited purpose of concluding the sale of Products on behalf of the Provider) or partnership between the parties.

 

17.5. The Vendor shall be fully responsible for the acts and omissions of the Vendor’s directors, officers, employees, contractors, consultants, representatives and agents and for their compliance with this Vendor Agreement and acknowledges that the Vendor is responsible for any use of the Service by any third party (whether authorised by the Vendor or not) at an Authorised Location or on the Vendor’s premises. 7D mini may subcontract all and any of its rights and/or obligations under this Vendor Agreement.

 

17.6. The Vendor will be fully liable under this Vendor Agreement for all acts and omissions of the Vendor’s employees, contractors and agents as if the same were acts and omissions of the Vendor.

 

17.7. The Vendor agrees with 7D mini fully to comply with, observe and be bound by all applicable laws and regulations in force from time to time.

 

17.8. This Vendor Agreement may be amended by 7D mini by providing 30 days’ written notice to the Vendor save that 7D mini may amend the Vendor Margin immediately on notice to the Vendor in respect of: (i) amendments to the Vendor Margin for any Products; (ii) amendments to the payment terms set-out herein; and/or (iii) addition and/or removal of Products from this Vendor Agreement and/or any changes to denominations of Products.

 

17.9. If any provision of this Vendor Agreement is held to be invalid or unenforceable for whatever reason, the remaining valid and enforceable provisions shall remain in full force and effect.

 

17.10. The Vendor enters into this Vendor Agreement solely in reliance on its own judgment and acknowledges that it has not received any warranty, representation or guarantee, express or Implied, of any nature or kind whatsoever as to the potential volume of sales or Product.

 

17.11. This Vendor Agreement is governed by the laws applicable in New Zealand and each party irrevocably and unconditionally submits to the jurisdiction of the courts in New Zealand.