Vendor Terms & Conditions
Vendor Agreement
This Polymath Solar Agreement for Vendors (or “Sellers”) contains the terms and conditions governing your use of The Solar Marketplace (as this term is defined below). “Polymath Solar” or “We,” “Us” means Polymath Solar (Pty) Ltd a company incorporated under the laws of South Africa and having its registered address at Unit 15, 595 on Breed, Breed Street, Montana Park, Pretoria. “You,” or “Vendor” or “Seller” means a legal entity duly registered and exists under the laws of South Africa that intend to sell products on The Solar Marketplace Platform. Each of Polymath Solar and Vendor is referred to as a “Party” and collectively as “Parties.”
Before you request to join the corresponding Vendor Subscription Plan of subscribed Vendors (hereinafter, the “Vendor Subscription Plan”), you must carefully read and comply with this agreement's contents. Please read the contents of all the clauses carefully, and make sure you understand them, including, without limitation, the clauses on Polymath Solar's exemption or limitation of liability, the clauses on the limitations of the Vendor's (as this term is defined below) rights and the clauses on conflict resolution, applicable law, and jurisdiction. If you have questions about any clause in this agreement, please contact us through the Polymath Solar customer service, where you will be provided with the relevant explanations. If you disagree with any of this agreement or do not clearly understand the explanations of the clauses given by Polymath Solar, please refrain from further action.
By checking the box, clicking the button or going forward to complete the application (as applicable), you agree to be bound by the terms and conditions of this agreement. You acknowledge and agree that you have independently evaluated the desirability of sale of products on The Solar Marketplace Platform and are not relying on any representation, guarantee, or statement other than as expressly outlined in this agreement; and hereby represent and warrant that you are lawfully able to enter into contracts (e.g. you are not a minor) and that you are and will remain in compliance with this agreement. In addition, if this agreement is being agreed to by a company or other entity, then the person agreeing to this agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.
1. Recital
a) The Parties shall comply with this agreement. This agreement aims to regulate the terms and conditions under which the Vendor may offer to sell products on The Solar Marketplace Platform (as defined below).
b) The amount to be charged by Polymath Solar to the Vendor will be a percentage over of the value of each transaction performed by the Vendor throughout The Solar Marketplace Platform as indicated herein or in the Polymath Solar Rules for the Vendors (whichever comes into force later). For clarity, Polymath Solar.com is a service to provide Transaction Services to you for selling to buyers in South Africa.
2. Definitions
a) “The Solar Marketplace Platform”: means the commercial electronic platform located at https://www.TheSolararketplace... or such successor site and/or domains as may be announced by Us from time to time.
b) “Polymath Solar Rules for the Vendors” means the rules established and published by Polymath Solar on The Solar Marketplace Platform to protect the interests of Vendors and consumers and maintain a fair and sustainable environment. Polymath Solar Rules for the Vendors include, among others, Intellectual Property Rights (IPR) Protection Policy, Vendor Subscription Plan Standards, product listing policy.
c) “Vendor Subscription Plan Service” or “Service”: means the service for the publication of contents on The Solar Marketplace Platform (including, without limitation, information on You, the products which You offer, and the terms applicable to their commercialization) as well as other related technical services provided to You by Polymath Solar under the Platform User Agreements and this agreement, as part of its operating activities in each Vendor Subscription Plan.
d) “Start of the Services”: means the process by which Polymath Solar notifies the Vendor that it has successfully passed the process for acceptance as a Vendor and thus is authorized to publish products in the various categories and use the Vendor Subscription Plan Services, as stipulated in clause d.
e) “Measures for the Management of The Solar Marketplace”: means the measures that Polymath Solar can take in the cases of breach of this agreement by the Vendor to ensure organized operation of The Solar Marketplace Platform, including, without limitation, the removal of products, the application of restrictions on the publication of products, the suspension of the Vendor Subscription Plan Services, account deregistration, suspension, or closure, or instructing the Polymath Solar payment gateway to take measures limiting the Vendor's use of the Polymath Solar account transactions.
f) “Deregistration Process”: means the deregistration process that starts at the Vendor's request, when decided by Polymath Solar, or when certain conditions for the termination of this agreement are met. During the Deregistration Process, Polymath Solar shall cease to provide the Vendor Subscription Plan Services to the Vendor and undertake the relevant Measures for the Management of The Solar Marketplace Platform; the Vendor shall fulfil its obligations and perform the actions stipulated in this agreement and in the applicable rules. The Deregistration Process is divided into Categories of deregistration and deregistration from The Solar Marketplace Platform.
3. Coming into force and scope of application
a) You have voluntarily requested to join one or more corresponding Polymath Solar categories. Polymath Solar shall provide the Vendor Subscription Plan Services as established in this agreement.
b) By executing this Agreement, you are accepting and fulfilling this agreement in all its terms.
c) This Agreement comprises the text of the agreement, its appendices, and all the rules and announcements published by Polymath Solar (hereinafter referred to jointly as the “Agreement”). This Agreement is part of and supplements the User Agreements, with the same legal effects. Polymath Solar reserves the right to establish or modify any and all rules governing The Solar Marketplace Platform at any time. Polymath Solar shall notify You (as provided in this Agreement). The modified platform rules shall thereafter become a part of this Agreement. Should You disagree with the relevant modification, you should refrain from continuing to use the Vendor Subscription Plan Services. If You continue to use the Vendor Subscription Plan Services, You will be understood to have no objections to the modified Agreement and undertake to fulfil it.
d) You hereby understand and accept that the acceptance of this Agreement does not entail the successful commencement of the Vendor Subscription Plan Services. Polymath Solar will conduct a review of the information and documents with which You provide Us to join The Solar Marketplace Platform and on the products that you offer. Once the review process is satisfactorily completed, the Services shall start under this Agreement on such date as advised by Polymath Solar. The result of the review process shall be that notified by Polymath Solar or based on specific limitations to the Start of Services.
e) This Agreement shall be effective from the date of its acceptance and shall thereafter automatically renew for successive 1 (one) calendar year terms unless either Party notifies the other of its intention to terminate the Agreement at least forty-five (45) calendar days before the expiration of the then-current term.
4. Start and limitation of the Vendor Subscription Plan Services
a) The Vendor Subscription Plan Services shall start within seven (7) business days from the fulfilment of the following conditions:
i. The Vendor has become a member of Polymath Solar and has accepted the Platform User Agreements, such as, and without limitation, Terms of Use
ii. The Vendor has accepted this Agreement.
iii. The Vendor has provided all the necessary FICA information and documents required by each Vendor Subscription Plan and passed the Polymath Solar review process.
iv. The Vendor has made full payment in terms of this agreement and the rules provided by Polymath Solar.
v. Before the request for the Services, there have been no cases of sale of counterfeit products, fraud, or other cases of serious non-compliance.
vi. Polymath Solar has sent the Vendor the notice regarding the Start of the Services.
b) The Services shall begin on the effective date of the Start of the Services, as established in the previous clause and end with the Vendor's deregistration from the Vendor Subscription Plan or the termination of this Agreement.
c) Unless otherwise stipulated, Polymath Solar shall be entitled not to initiate the Service or to early terminate this Agreement within seven (7) business days as of the Vendor's acceptance of this Agreement, should any of the following circumstances take place:
i. the Vendor has not fulfilled all the conditions set out in Clause 4 above for the Start of the Services, or
ii. Polymath Solar notifies the Vendor for any reason of its refusal to the provision of Services. Polymath Solar shall not be liable for any breach or pay any compensation for the termination of this Agreement before the Start of the Services as established above.
d) Once the Vendor Subscription Plan Service has started, the Vendor shall send his business registration papers to Polymath Solar and use the name of its business under the “Rules for the Application for and Use of a Business Name” established in the Polymath Solar Rules for the Vendors.
5. Technical services
Polymath Solar shall provide the Vendor with the technical services related to the contents on The Solar Marketplace Platform, including, without limitation, management of the Vendor Subscription Plan, publication of Vendor Subscription Plan products, transaction management services, and any other software and online technical services, as published from time to time on TheSolarMarketplace.net.
6. Rights and obligations of Polymath Solar
a) Polymath Solar has the right to make adjustments to the type, commercialization conditions and quantity of the products published by the Vendor (including, but without being limited to, changing the stock to 0) according to the operating circumstances of each Vendor Subscription Plan, the Vendors' scope of activity, and the effective circumstances of their activity, particularly, but not limited to, when the Vendor has breached any provision of this Agreement.
b) In the event of a breach of the Agreement or the Platform User Agreements by the Vendor, or should Polymath Solar have reasons to suspect that the Vendor is conducting or may conduct actions that may infringe the rights of any consumers, third parties, or breach applicable laws, this Agreement or the Platform User Agreement, Polymath Solar shall be entitled to take Measures for the Management of The Solar Marketplace Platform.
c) Polymath Solar has the right to establish and update operation rules applicable to each Vendor Subscription Plan, among others, the Polymath Solar Rules for the Vendors.
d) Polymath Solar has no obligation to supervise, authenticate, or verify Vendor's listings, publication of products, and/or transactions conducted by Vendor on The Solar Marketplace Platform. However, should Polymath Solar have grounds to suspect that the Vendor is conducting or may conduct any actions that may breach this Agreement or the Platform User Agreements or any applicable laws or that may infringe the rights of consumers, third-party, or Polymath Solar, Polymath Solar will be entitled to, following reasonable notice and, if applicable, during ordinary business hours, at Polymath Solar’ sole cost and expense, investigate, verify and/or conduct the on-site or remote check, including, without limitation, to require the Vendor to provide any relevant supporting documents.
e) Without prejudice to the above, Polymath Solar has the right, but not the obligation, following reasonable notice and, if applicable, during ordinary business hours, at Polymath Solar’s sole cost and expense, to conduct random inspections of the products sold (or to be sold) by the Vendor to verify their legitimate origin, including, without limitation, to require the Vendor to provide any corresponding supporting documents. After conducting the initial inspections thereof, Polymath Solar has the right to make conclusions at its sole and absolute discretion.
f) In compliance with applicable laws and regulations, Polymath Solar has the right to establish and update the quality control criteria for products under each Vendor Subscription Plan from time to time.
g) Without prejudice to any other terms under this Agreement and the Platform User Agreements, Polymath Solar shall in no cases be responsible for the obligations arising from your transactions with the consumer on The Solar Marketplace Platform. In particular, but without limitation, Polymath Solar shall not be responsible for the products, their condition and suitability, their aftersales service, etc.
7. Representations and warranties of the Vendor
a) The Vendor has the legal and acting capacity to sign this Agreement, use the Vendor Subscription Plan Services, and perform the sale of the products and the provision of services under applicable law, which it undertakes to comply with at all times. In particular, but without limitation, the Vendor confirms that it is and undertakes to continue to be the holder of all the licenses and administrative permits required for the lawful commercialization of the products on The Solar Marketplace Platform. The Vendor undertakes to ensure that all the actions under this Agreement are performed by staff with sufficient capacity and powers to legally represent and bind the Vendor.
b) The Vendor undertakes to act in good faith on The Solar Marketplace Platform, comply with the principle of integrity, honesty, and fair competition, effectively protect the rights of consumers and third-party right holders, and not to conduct unlawful, false, or inaccurate transactions or transactions that breach public morals and order or are harmful to the fair market and to the good faith of The Solar Marketplace Platform.
c) The Vendor undertakes to provide true, legitimate, correct, updated and valid information and documents to Polymath Solar and consumers and to ensure that such information as its email address, telephone number, postal address, and postcode are the current ones, ensuring that Polymath Solar and other users can use said data to contact the Vendor. Likewise, the Vendor has the obligation to provide updated information and documents should they change.
d) The Vendor represents that it is and undertakes to be, during the term of the Agreement, the holder of all the rights over the published products, including, without limitation, ownership or another right of the legitimate use of the trademark and any other applicable rights of intellectual and industrial property. Likewise, the Vendor undertakes not to publish or commercialize products that breach third parties' trademark or other intellectual or industrial property rights or commercialization rights or to commit unfair competition through The Solar Marketplace Platform. The Vendor declares that it is and undertakes to be, during the Agreement, authorized to sell products in South Africa, and in particular through online platforms for sale in South Africa, such as The Solar Marketplace Platform.
e) The Vendor undertakes to use the data obtained from Polymath Solar only to perform the relevant transactions on The Solar Marketplace Platform, undertaking not to perform any other action, including, but without limitation, the copying, distribution, or any other public communication of the data of other users published on The Solar Marketplace Platform.
f) The Vendor undertakes to accept any inspections and audits conducted by Polymath Solar under Clause 6. regarding the lawful origin of the products. The Vendor has the obligation to keep any document that might prove the legitimate origin of its products. Should the Vendor be unable to prove the lawful origin of the products, Polymath Solar shall assess the authenticity of the products according to the circumstances. The Vendor accepts to bear any consequence arising from an unfavourable assessment.
g) The Vendor undertakes to accept any random inspections of the products that Polymath Solar may conduct to verify their quality and authenticity, to maintain adequate market continuity and guarantee the interests of the consumers and of third-party right holders (including, but without limitation, inspections conducted by independent quality inspectors or trademark holders, or cooperation through instructions to logistics companies to conduct said inspections). The Vendor may express its disagreement with the outcome of the inspection by submitting supporting documents. Any such inspection may be undertaken only upon reasonable notice and during ordinary business hours, and at Polymath Solar’s sole cost and expense; provided the Vendor shall bear any out-of-pocket expenses reasonably incurred in any inspections that identify faulty products or products in breach of intellectual or industrial property rights.
8. Rights and obligations of the Vendor
a) The Vendor shall rigorously comply with this Agreement, including, but without limitation, the representations and warranties and any applicable laws in force from time to time.
b) The Vendor shall conduct its activities by Polymath Solar Rules for the Vendors and any other rules published by the terms of this Agreement that govern The Solar Marketplace Platform and accept the penalties imposed under the Polymath Solar Rules for the Vendors in the event of a breach; in particular, but without limitation, the Vendor undertakes to participate and comply with the rules of any methods for the settlement of disagreements that might be implemented on The Solar Marketplace Platform to handle claims from users or third-party right holders.
c) The Vendor shall have the right to take part in the promotions initiated or organized by Polymath Solar on special dates and periods (e.g., but without limitation, sales, Christmas, Valentine's Day, Mother's Day, and Black Friday) or promotions for specific product categories. The Vendor shall apply commercially reasonable efforts to participate and consent to the terms and conditions for adhering to such promotional activities.
d) The Vendor shall fulfil its consumer protection duties in terms of the Consumer Protection Act. In particular, but without limitation, it shall: (i) protect consumers' rights with reasonable efforts in goodwill according to the applicable laws and this Agreement; (ii) comply with the requirements set by South African Laws as regards returns, replacement, and right of withdrawal; and (ii) offer information on products, provide post-sale services and guarantees by legal requirements and provide consumers with the information legally required before and after transactions.
e) The Vendor shall comply with any applicable South African laws and regulations, including, but without limitation, laws regarding customs, taxation, the protection of consumer rights, data protection, and any other applicable regulations.
f) The Vendor undertakes to collaborate with any competent administrative and legal authorities, particularly, without limitation South African authorities.
9. Commission
a) Polymath Solar may charge Vendors subscription fees and commission at a set percentage of as determined by The Solar Marketplace the Vendor Subscription Plan. To avoid doubt, these are the only fees or amounts payable to Polymath Solar/The Solar Marketplace.
10. Authorization for data use
a) Regarding the Start of the Services, you authorize Polymath Solar to use and communicate the public information that is part of your data (e.g., information about your activity license).
11. Liability for infringement
a) Should Polymath Solar suffer damages, receive claims from users or third parties, or be subject to sanctions imposed by any public administration, jurisdictional bodies, or arbitration courts or consumer tribunals as a result of the breach by the Vendor of applicable laws and regulations, court or administrative ruling, of the Terms and Conditions, or of this Agreement, You shall compensate Polymath Solar for all the direct damages suffered, including, but without limitation: compensation for breach paid by Polymath Solar or any other compensation paid to third parties in any type of ruling; the amounts Polymath Solar would have paid to buyers due to return or withdrawal, breach of contract, or compensation; sanctions imposed to Polymath Solar; the reasonable legal fees and costs on a client / own attorney scale and expenses incurred by Polymath Solar when required to remove negative consequences, etc. Polymath Solar is entitled to a preferential deduction of the deposit made by the Vendor, and the Vendor shall pay any difference.
b) If Polymath Solar has deregistered you due to a distribution of products that breaches intellectual or industrial property rights or because You knowingly provided Polymath Solar or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement. Polymath Solar shall be entitled to deduct the entire amount of Your deposit without prejudice to the other measures provided in this Agreement.
c) Vendor will at all times comply with the provisions of the Consumer Protection Act 68 of 2008 (which provisions the vendor acknowledge to be aware of) and shall indemnify and hold Polymath Solar harmless to the fullest extent at the time against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses, including advancement of reasonable client and own attorney's fees and costs to Polymath Solar upon issue of an invoice, for whatever reason.
12. Confidentiality
a) Under this Agreement, “Trade Secrets” shall mean, among others, this Agreement, any other agreement or supplementary agreement, and any other confidential information obtained, received, or processed as a result of the relationship between the Parties. No Party may disclose, reveal, edit or display said information to third parties without express consent from the Party disclosing the Trade Secret. The confidentiality obligations set out in this Clause shall remain in force for three (3) years from the date of termination of this Agreement.
b) The Party that has disclosed or revealed a Trade Secret shall be exempt from liability
i. when the other Party has approved its disclosure in writing,
ii. any public or legal authority requires its disclosure, and
iii. when the information becomes public through no fault of the disclosing Party, or
iv. when the disclosing Party independently develops the information.
13. Prevention of bribery
a) Should the Vendor, its employees, managers, shareholders, legal representatives, or any person exercising effective control over the Vendor, or its related companies, be found to have offered Polymath Solar, companies related to Polymath Solar or its employees or advisors any benefit that exceeds the ordinary, be it in kind, cash, goods, or rights similar to cash, services, travel, etc., the Vendor shall be regarded as having engaged in bribery.
b) Should the Vendor engage in bribery as described in 13 a) Polymath Solar shall be entitled to terminate any relationship with the Vendor (including, among others, the relationship based on this Agreement) and to (at Polymath Solar’s discretion) receive from the Vendor a penalty for breach of contract for the amount of R10, 000.00 and/or compensation calculated based on the financial and image damages suffered by Polymath Solar due to the act of bribery.
14. Exemption and limitation of liability
a) You hereby acknowledge and agree that Polymath Solar shall provide the Vendor Subscription Plan Services under the “state of the art” or “best state of the art achievable” at any time. Polymath Solar, based on the current state of the art, shall devote every effort to offer the relevant security measures and guarantee the security and normal operation of the services. However, the Services are provided “as is”, with no guarantee or condition of any kind, explicit or implicit. Polymath Solar expressly declares that, due to the potential existence of such circumstances as viruses, disruptions in the network connection, system maintenance, etc., and any potential force majeure, it does not grant any guarantee regarding the Services, explicitly or tacitly. In particular, it does not guarantee, among other aspects, the applicability, absence of errors or failures, continuity, accuracy, or reliability of the Services, or that they are suitable for a specific purpose.
b) Polymath Solar shall not be liable for any damages or losses caused by the following circumstances, including, among others, loss of income, goodwill, damages derived from the use, data loss, and other intangible damages or losses (regardless of whether Polymath Solar has been notified of the potential existence of said damages).
c) You hereby acknowledge that Polymath Solar and its related companies are not judicial bodies and are not responsible for verifying your compliance or non-infringement with/of the applicable laws and regulations and other third-party rights. Thus, when it comes to verifying and checking the documents and materials provided by You and the buyers, it can only do so at an ordinary, non-professional level of knowledge, in a merely superficial manner. You hereby guarantee that the documents and materials you provide are authentic, correct, updated, and legal, and assume any risks from the falsity, unlawfulness, and inaccuracy of the information or data provided by You or the buyer. Should You suffer any damages due to the above, You agree that You shall file a claim directly against the infringing party. Should Polymath Solar and its related companies mediate in the dispute, You hereby acknowledge and agree that Polymath Solar shall only act on your instructions. Polymath Solar and its related companies cannot guarantee that the result of the mediation will meet your expectations and shall not be held liable for the outcome of the mediation or, if applicable, for payment of any security.
d) You hereby acknowledge and agree that the maximum total liability of Polymath Solar and its related companies regarding this Agreement and arising from its acceptance and enforcement shall be R10, 000.00. To this end, whether a breach of contract or civil liability has occurred, whether wilful intent or fraud was involved, or whether You have paid Polymath Solar for any expenses shall be irrelevant. All this without prejudice to the exemption or limitation of liability of Polymath Solar under this Agreement or any other agreement or pact signed with You.
15. Termination of the Agreement
Automatic termination:
a) Subject to Clause 3.e, this Agreement shall terminate at the end of its term.
b) When The Solar Marketplace Terms and Conditions, such as, and without limitation, the Vendor Subscription Plan, the Polymath Solar.com Payment Gateway Services Agreement, or the other agreements signed by You terminate for any reason, this Agreement shall be automatically terminated.
16. Early termination:
a) Unless otherwise agreed, either Party may terminate this Agreement by notifying the other Party in writing thirty (30) calendar days in advance, with no liability. If the Vendor clicks the “deregistration” button in The Solar Marketplace Platform (if applicable) to request the termination of this Agreement, the Vendor shall be regarded as having made the communication in writing for the termination of this Agreement. The Vendor shall immediately enter the Deregistration Process.
b) Any Vendor commercializing special brands shall comply with the conditions listed here, or such successor site and/or domains as may be announced by Us from time to time, and may only terminate this Agreement with Polymath Solar's authorization after confirming that the following conditions are met:
i. There are no pending transactions involving products of the brands in their area;
ii. There are no “Product Warranty Services” pending resolution for the products of the brands in their area;
iii. There are no pending claims regarding the brand's products in their area, and all compensations have been paid and settled.
In any of the following cases, Polymath Solar is entitled to immediately terminate the provision of the Vendor Subscription Plan Services and/or the termination of this Agreement, with no liability:
c) You have provided false, inaccurate, unlawful, obsolete, or invalid information or documents, or the Vendor cannot prove the veracity, correctness, lawfulness, updated nature, or validity of its information or documents;
d) You have breached the laws, regulations, and policies of South Africa, and in particular, but without limitation, You have breached the applicable customs, taxation, consumer rights protection, data protection, and any other applicable regulations;
e) You have materially breached any representation or warranty, or You have breached the provisions in Clauses 10 to 13;
f) You have materially breached the Platform User Agreements or related regulations;
g) Polymath Solar has proceeded to deregister You or has terminated the Platform User Agreements signed with You;
h) You have breached the Performance Evaluation Criteria for 2019 and/or the operation management standards;
i) You have committed or may commit other actions that seriously damage the interests or commercial reputation of Polymath Solar or the interests of The Solar Marketplace Platform users or any third party;
j) If the Vendor has not logged into The Solar Marketplace using the username and password of The Solar Marketplace account for more than ninety (90) days, Polymath Solar is entitled to terminate this Agreement.
k) The occurrence of or compliance with any other condition for termination stipulated in this Agreement leads to the termination of this Agreement.
17. Actions after the termination of the Agreement:
a) Once this Agreement has terminated, Polymath Solar does not have the obligation under this Agreement to keep any data or information about Vendor Subscription Plan Services in the Vendor's account or forward any information to third parties and shall not be liable towards the Vendor or third parties due to the termination of this Agreement;
b) You hereby undertake to continue to comply, regarding the transactions conducted on The Solar Marketplace Platform, with all applicable laws to said transactions, in particular, without limitation, the applicable laws to sale to consumers, such as guarantees, post-sale services, data protection, and any other applicable regulations.
c) Regardless of the grounds for termination of this Agreement, any compensation or liability for actions before its termination shall be borne in its entirety by the Vendor;
d) Polymath Solar has the right to remove any information uploaded by the Vendor about the products under each Vendor Subscription Plan and any other related information when the Vendor leaves said Vendor Subscription Plan or due to the termination of this Agreement;
e) If the Vendor has reached a transactional agreement with a buyer regarding a certain product, Polymath Solar is entitled to cancel the said transaction at its own discretion. Polymath Solar has the right to notify the buyer in the transaction of the termination of this Agreement.
18. Actions before the termination of the Agreement:
a) Completing the Deregistration Process: when the Vendor requests the termination of, or Polymath Solar takes the decision to terminate, the provision of the Vendor Subscription Plan Services and/or this Agreement, the Deregistration Process shall start, and the Vendor shall:
i. Process and complete all ongoing transactions;
ii. Process and complete all transactional disputes, controversies over the infringement of rights, or any other infringement or breach;
iii. Comply with any sanction received, pay any fine imposed;
iv. Ensure that there are no other breaches of contract or pending and enforceable obligations under other contractual relations.
b) Once the Deregistration Process has started, Polymath Solar shall be entitled to suspend or terminate, totally or partially, the provision of the Vendor Subscription Plan Services.
c) When the Vendor has completed the Deregistration Process for each Vendor Subscription Plan, should any payment be reimbursed, it shall be paid within thirty (30) business days from the Vendor's exit from each Vendor Subscription Plan. In the event of termination of this Agreement, the reimbursement shall be made within thirty (30) business days from its termination.
19. Notices
a) Once You have been included in a Vendor Subscription Plan and have accepted The Solar Marketplace Platform services, You must ensure the validity of the contact data provided in the Vendor profile (including your email address, telephone number, Physical and postal address, etc.). If your contact data change, you must immediately provide the relevant data in English so that We can locate You.
b) The user account (including subaccounts) is generated when you log into The Solar Marketplace to access The Solar Marketplace and receive website messages and information from the system and via any discussion forum provided by Polymath Solar and/or its affiliates shall be valid media for communication.
c) Polymath Solar may send messages using one or several media specified in clauses 16.b and 16.d., which you acknowledge to be your domicilium citandi et executandi addresses for the purpose of valid delivery of legal notices. These communications may contain information that may positively or negatively impact your rights and obligations, so you must be up to date with them.
d) Communications sent by Polymath Solar:
i. if made in writing by electronic media, including, but without limitation, public communications on The Solar Marketplace Platform, the text or WhatsApp messages sent to the telephone number provided by You, the emails sent to the email address(es) previously provided by You, the system messages and the internal website messages shall be regarded as validly delivered when they are successfully sent;
ii. if made in writing in print, they shall also be regarded as validly delivered as of the fifth calendar day from the day the sending was done to the provided postal or physical address(es).
e) Regarding any dispute arising from the transactional activities on The Solar Marketplace Platform, you authorize the delivery of legal documents (including, without limitation, claims) from the judiciary authorities, arbitration courts, or administrative authorities through the media specified in clause 16.d above or by any other media or by post. The mobile telephone number, the email address and other channels for communication specified by You are the mobile telephone number, the email address and other channels for communication provided during the registration and updating of your The Solar Marketplace account. The legal documents sent by the judiciary, arbitration, or administrative authorities through the media above shall be regarded as delivered as stipulated in the previous clause. The physical address specified by You is your legal address for contact or the postal address valid for communications with which You have provided Us.
f) You accept that the judiciary, arbitration, or administrative authorities may send you legal documents through one or more media. The delivery time shall be that of the first received medium when made through several media.
g) You accept that the aforementioned media for delivery shall apply to all the stages of the relevant judiciary, arbitration, or administrative procedures. That should be said proceedings be initiated; they shall apply, including, without limitation, to the first and later instances, as well as to enforcement or follow-up proceedings.
h) You must ensure that the channels for communications provided are correct, valid, and duly updated. Should the delivery of any legal documents be delayed or prevented due to the inaccuracy of the channels for communication or the failure to update them after changes, You shall be responsible for any legal consequences.
i) For the purpose of all and any legal proceedings arising out of or in relation to this Agreement, the Parties hereby consent to the jurisdiction of Magistrate's Court notwithstanding that such proceedings are otherwise beyond the jurisdiction of such Court, and this Condition shall be deemed to constitute the required written consent conferring jurisdiction upon the said Court pursuant to Section 45 of the Magistrate's Court Act of 1944, as amended.
j) Notwithstanding the foregoing, the Parties may at their election institute proceedings in any other competent Court, which might otherwise have jurisdiction.
20. Assignment of rights and obligations
a) The rights and authorizations of Polymath Solar under this Agreement may be totally or partially outsourced, assigned, transferred, licensed, delegated, or sublicensed to related companies or to any third party without prior authorization from You. You may not transfer the rights and obligations under this Agreement to any third party without previous authorization in writing from Polymath Solar.
21. Miscellaneous
a) Regarding those material matters that are not agreed upon or not affected by this Agreement, Rules for the Vendors, the Terms and Conditions or any other applicable rules of The Solar Marketplace shall apply.
b) Should any clause or part of a clause be declared invalid or not enforceable, said clause or part of a clause shall be removed, with the other clauses retaining their full legal effectiveness.
c) Suppose any term or provision of this Agreement and/or Platform User Agreements shall be found by a court of competent jurisdiction to be illegal or otherwise unenforceable. In that case, the same shall not invalidate the whole of this Agreement. Still, such term or provision shall be deemed modified to the extent necessary in the court's opinion to render such term or provision enforceable. The rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth.
d) If not otherwise agreed by both Parties, the prevailing language of Polymath Solar and The Solar Marketplace, if any other versions are provided, is English.
e) The validity, interpretation, modification, execution, and settlement of conflicts regarding these clauses shall be governed by the laws and precedents of South Africa. Any controversies arising from the signing, fulfilment, or interpretation of this Agreement shall be settled by amicable agreement. Should an agreement not be reached, You and Polymath Solar accept to subject yourselves to the courts and tribunals of South Africa
