1. Status, interpretation and application
1.1. These terms govern the relationship between Iconic Connex (Pty) Ltd (registration number 2018/371055/07), trading as TAPDX Tags ("TAPDX") and the organisation expressly identified and accepted in the relevant written Commercial Schedule (the "B2B Channel Partner").
1.2. An enquiry, application, presentation, demonstration, use of a prototype or attendance at an event does not alone create an appointment, quotation, authorised resale arrangement or entitlement to compensation.
1.3. The accepted quotation, relevant schedules and any expressly incorporated signed terms form part of the agreement; a specific negotiated schedule governs the transaction to which it relates, subject always to applicable mandatory law.
1.4. No document in this pack operates retrospectively to alter a previously concluded contract without the legally effective agreement of the affected parties.
2. Transaction types and eligibility
2.1. This Policy governs accepted made-to-order wholesale orders for eligible blank, standard and custom-branded NFC tags supplied to an approved B2B Channel Partner, including partner own-business use and independent resale. Event-specific purchasing remains subject to the Event Partner terms where separately agreed.
2.2. A referral-only Partner has no purchase discount, wholesale price or manufacturing entitlement unless separately appointed for that route.
2.3. The Partner's separate resale or programme customer contracts do not make TAPDX the automatic contracting seller to those customers.
3. Quotation and price approvals
3.1. TAPDX shall obtain or assess a supplier quotation appropriate to the requested bulk or custom- branded products, quantities, artwork, specifications and manufacturing requirements, and shall determine its own approved bulk selling price after taking account of landed costs, preparation, fulfilment and its commercial pricing controls.
3.2. An approved B2B Channel Partner or Event Partner receives 20% off the approved TAPDX order-specific bulk selling price in the written supplier-informed quotation for eligible made-to-order blank, standard or custom physical tag orders, subject to final margin approval. The discount is not based on supplier costs, public single-tag prices or unrelated concessions.
3.3. The discount base is TAPDX's approved bulk selling price, not the supplier's purchase price, retail shop price, a cohort concession or an illustrative catalogue or journey example. The discount shall not automatically be stacked with a volume, promotional, referral or other concession.
3.4. TAPDX shall review the proposed discounted net price against its applicable cost and margin controls before issuing and accepting the quotation. A price failing that review shall be referred for owner approval and shall not become an accepted order unless an alternative is agreed in writing.
3.5. The accepted quotation shall specify eligible product lines, exact design or variant, quantity, base unit selling price, discount, resulting net unit price and separately chargeable services. Supplier quotes, landed-cost workings and margin calculations remain TAPDX confidential information.
3.6. An accepted quotation applies only to its stated order. A prior quotation or exceptional cohort price is not a binding rate for a future order; no price already accepted may be unilaterally altered after acceptance.
3.7. Approved B2B wholesale purchases are eligible for the same qualifying 20% order-specific bulk selling price discount as event distribution, without requiring the Partner to organise an event. Separate event-sales commission and first-order business referral compensation are never automatic on the partner’s discounted wholesale purchase.
4. Initial event-focused custom purchase
4.1. The initial qualifying B2B or Event Partner made-to-order physical tag bulk order is at least 50 tags in aggregate, blank, standard or custom-branded. Any supplier manufacturing minimum of 50 for each exact design or variant must also be satisfied, unless TAPDX confirms a feasible exception in writing.
4.2. The 50-tag aggregate initial order minimum does not override a supplier requirement of 50 units per exact design or variant, and quantities of different exact variants may not be combined to satisfy such a supplier minimum.
4.3. Before custom manufacturing begins, each accepted order must have approved artwork, confirmed quantities, a valid accepted quote and payment in full.
4.4. The minimum and any applicable supplier-specific production constraints are verified on each order; discounts and prior special programme prices do not waive manufacturing feasibility or the required full prepayment.
5. Event top-up orders
5.1. A qualifying partner may order additional blank or custom tags by fresh accepted quotation. No second artificial 50-tag initial order minimum is imposed on a top-up, but any supplier manufacturing minimum and applicable event cut-off continue to apply; the qualifying 20% discount is calculated against the newly approved bulk selling price.
5.2. Each top-up shall be subject to a fresh supplier-informed and TAPDX-approved bulk selling price, the agreed twenty percent (20%) partner discount, full payment before its manufacturing commences, and separate written acceptance. The unit price on the initial order does not automatically carry forward.
5.3. TAPDX may refuse a late or technically infeasible top-up before acceptance, giving reasonable notice of any relevant capacity, artwork or delivery constraint.
6. Standard bulk and custom routes
6.1. There is no ordinary retail-stock wholesale checkout or speculative partner inventory. Partner physical tag orders are quoted individually, made to order and paid in full before supplier procurement or manufacturing release.
6.2. The Partner shall not infer that an old illustration of catalogue bulk prices creates a fixed quote for a customised or Partner-specific transaction.
6.3. Custom artwork, logo personalisation, bespoke packaging or other supplier-dependent requirements shall be quoted before acceptance under the appropriate custom purchasing route.
6.4. A cohort concession applies only to its named recipient, scope and quotation and is not an automatically reusable wholesale price.
7. Order acceptance and amendment
7.1. A request for a price or a supplier enquiry does not create a purchase contract; acceptance occurs only through the parties' agreed and evidenced process.
7.2. Accepted quotes identify the products, exact variants, approved proof, price calculation base, discount, final payable amounts, taxes and the services included or excluded.
7.3. An accepted order cannot be silently repriced due to later supplier, foreign exchange, dashboard or policy changes.
7.4. Changes to artwork, quantity, destination or deadline after acceptance require a separately agreed variation with any lawful additional price or timetable.
8. Full payment and fulfilment
8.1. Custom-branded product orders, including top-ups, shall be paid in full before production or personalisation commences.
8.2. Approved preparation services or supplier commitments that begin earlier shall be documented and charged only under the agreed scope or applicable legal basis.
8.3. Delivery, freight, taxes, rush processing, staff and separately selected programming are not automatically included in the twenty percent (20%) physical tag discount.
8.4. Any external delivery charge not included at order acceptance shall be communicated and agreed before dispatch in accordance with the applicable contractual arrangements.
9. Artwork and technical fulfilment
9.1. The Partner is responsible for approving artwork and exact specifications before the supplier is instructed to manufacture.
9.2. TAPDX shall carry out the agreed NFC programming, destination configuration and quality checks with reasonable care and skill, to the extent actually included in the quote.
9.3. TAPDX is responsible for its own error, faulty manufacture and nonconformity under law or agreement; it is not automatically responsible for a Partner-supplied incorrect URL or a later third- party outage.
10. Custom order cancellation
10.1. No discretionary change-of-mind refund or cancellation is offered on any accepted custom-branded or personalised tag order, regardless of quantity, or on any accepted order of fifty (50) or more physical tags, whether blank, standard or custom-branded. These are made-to-order or committed bulk transactions: cancelling an event, ordering too many tags, changing requirements, losing a customer or no longer needing the order does not create a discretionary refund entitlement. Full payment is required before supplier procurement or manufacturing release. This does not remove any mandatory remedy for defective, wrongly supplied, materially misdescribed or undelivered goods, or another non-excludable legal right.
10.2. The absence of completed manufacture does not erase documented preparation or committed supplier work. Any legally recoverable amount must be reasonable, agreed or otherwise legally justified, substantiated and not charged twice.
10.3. If TAPDX materially fails to perform, or a statutory cancellation entitlement applies, the relevant legally required remedy shall prevail over the non-discretionary commercial rule.
11. Event postponement and preparation
11.1. The Event Partner shall notify TAPDX promptly in writing of any proposed postponement or cancellation, stating the reason, original event date and proposed replacement date where known.
11.2. Where TAPDX has undertaken authorised pre-production work or incurred reasonable and identifiable costs for the agreed event, the Event Partner remains responsible for such contractually and legally recoverable work and costs where a postponement or cancellation occurs for reasons not attributable to TAPDX. This may include agreed planning, design, artwork, technical configuration, staffing preparation, supplier commitments and event-specific arrangements.
11.3. TAPDX shall record the work performed or commitments made and shall not recover an amount already paid for or otherwise recover the same cost twice. Any additional pre-production charging basis beyond included services should have been agreed in writing before work started.
11.4. TAPDX shall consider one postponement as a goodwill accommodation, subject to reasonable notice, personnel and supplier availability, the feasibility of the replacement date and existing commitments. Where the change causes no material additional work or expense, no separate postponement penalty shall be imposed.
11.5. If the change requires new work, new personnel bookings, revised configuration, reprinting, travel or other additional service, TAPDX shall first explain and seek written acceptance of the applicable additional charge before committing that additional service.
11.6. One consolidated change to existing TAPDX-managed digital event date, time, venue or essential information may be provided at no charge only if technically supported and expressly agreed in writing. It is not an entitlement to unlimited revisions, new journeys or physical replacement tags.
11.7. TAPDX shall not impose an automatic charge for hypothetical lost business. It may nevertheless consider prior bookings and actual business commitments when determining its ability to accept a new event date.
11.8. A postponement or cancellation does not automatically create a discretionary refund or Store Credit. Statutory rights and other legally enforceable remedies remain unaffected.
12. Standard goods and discretionary returns
12.1. All accepted partner made-to-order physical tag orders are subject to the no-change-of-mind cancellation and refund rule in clause 10.1, including blank tags and all accepted orders of 50 or more tags. This does not restrict mandatory remedies for defective, incorrect or undelivered goods.
12.2. A discretionary return may be subject to agreed reasonable inspection, transport, condition and packaging requirements, but no condition shall exclude a mandatory right.
12.3. A custom product is not converted into returnable standard stock merely because its designated event or programme has changed.
13. Defects and incorrect supply
13.1. The Partner should report discrepancies or defects reasonably promptly, identifying affected item lines, order reference and evidence available to assist the investigation.
13.2. TAPDX shall examine the order, approved specification, production and handling history and the relevant goods where reasonable; a claim shall not be rejected solely for lack of a particular optional form where the law confers a remedy.
13.3. The Consumer Protection Act, including the section 56 quality warranty, applies only where the statutory scope and conditions are met; where applicable, the required repair, replacement or refund entitlement remains intact.
13.4. Where the Act does not apply, legally enforceable contractual, common-law and other statutory remedies remain available.
13.5. A refund due under mandatory law shall not be replaced with Store Credit without a legally valid election.
14. Digital services and third-party platforms
14.1. Separately quoted configuration, support, training and implementation services shall be assessed according to their accepted deliverables and applicable law.
14.2. TAPDX does not automatically provide unlimited revisions, staffing or access to new integrations after an order is accepted.
14.3. The Partner remains responsible for rights and accuracy in its supplied content and selected third-party service; TAPDX remains accountable for its own accepted technical obligations.
15. Commission and discounts are different
15.1. A wholesale discount is a reduction of the price the Partner pays for its own accepted goods. A referral or direct-event commission is compensation for an eligible independent transaction, as defined by a separate signed arrangement.
15.2. No commission is payable to a Partner on its own discounted wholesale purchase unless specifically authorised in writing, and no duplicate commission may be paid on the same transaction.
15.3. Where the Partner introduces a separate customer who purchases directly from TAPDX, a lawful signed referral arrangement may calculate commission on eligible net collected revenue after a customer discount; that referral is not the Partner's own bulk purchase.
15.4. Applicable event direct-sales rates of 15% or 20% arise only for a qualifying Event Partner and not for every Channel Partner as a default.
16. Store Credit, monetary refunds and reversal
16.1. A discretionary Store Credit may be offered in writing, including its amount and redemption conditions, without establishing a permanent entitlement.
16.2. Any statutory or legally enforceable monetary refund shall be made in accordance with the governing rights and shall not be converted to credit without lawful agreement.
16.3. Related commission or financial attribution shall be adjusted for refunds, reversals and chargebacks as specified in the relevant signed agreement.
17. Claims and order records
17.1. Order, delivery, postponement, defect and refund queries may be sent to iconic.connex25@gmail.com, together with the order reference and a reasonable explanation.
17.2. TAPDX shall maintain appropriate proof approvals, pricing approvals, payment and manufacturing status, preparation records, supplier commitments and claims outcomes.
17.3. The Partner shall receive only its own necessary commercial records, not private supplier costs, margin worksheets or another Partner's financial information.
18. Governing law and agreement precedence
18.1. South African law governs, including the Consumer Protection Act and Electronic Communications and Transactions Act only to the extent applicable to the relevant transaction and contracting party.
18.2. The lawful, accepted Commercial Schedule and particular quotation control the identified transaction; an unrelated Partner model or later website update shall not silently change an accepted obligation.
18.3. Where this Policy is inconsistent with mandatory law, the mandatory rule shall prevail to the extent of the conflict, while unaffected provisions continue.
19. Wholesale resale orders and customer-facing responsibility
19.1. Where an approved B2B Channel Partner buys to resell under Schedule B of the B2B Channel Partner Terms, TAPDX shall supply the Partner under an accepted wholesale quotation; the Partner shall be the contracting seller and invoicer to its end customer unless the parties expressly agree a different disclosed model in writing.
19.2. The Partner shall independently determine the terms and prices of its own resales subject to law. TAPDX may provide genuinely non-binding recommended consumer prices but shall not impose a minimum resale price or advertised-price floor.
19.3. Partner purchases are made to order by written quotation, with at least 50 tags in an initial qualifying order and any supplier 50-per-exact-variant manufacturing minimum. Full prepayment is required before supplier procurement/manufacturing; a reseller’s ordinary downstream sale does not create a right to cancel or return a correctly supplied partner order for change of mind.
19.4. The Reseller shall handle ordinary customer invoicing, collection, delivery queries, first-line product support and its own lawful consumer returns. TAPDX shall handle claims relating to its own contractual performance and applicable statutory responsibilities, including any mandatory remedies; the accepted quotation and Schedule B of the B2B Channel Partner Terms establish the defect escalation route. Tags are made to order, so there is no stock return or sale-or-return route for tags the Reseller does not resell; mandatory remedies remain protected.
19.5. No unsold or unneeded partner-made-to-order tags may be returned for a discretionary refund merely because the Partner has not found end buyers, changes its business plans or no longer needs the products. Any mandatory remedy for defects, incorrect supply or non-delivery remains protected.
20. Distribution and multi-site procurement
20.1. A Distribution Partner shall identify in each order whether it is purchasing as principal, coordinating procurement for a named contracting business or merely introducing an opportunity to TAPDX. The selected route shall determine which party receives the TAPDX invoice and who owes the purchase price.
20.2. Multi-site quantities, variants, delivery locations, packing requirements, artwork approvals, batch quantities and any authorised downstream sales arrangements shall be recorded in the accepted purchase schedule.
20.3. Each separate production batch or top-up shall be priced by a current accepted quotation unless a signed supply schedule expressly provides a fixed duration, volume commitment or other lawful pricing arrangement.
20.4. TAPDX shall not be liable for unauthorised offers or promises made by the Distribution Partner or its downstream businesses, without prejudice to TAPDX’s own legal obligations.
21. Agencies and consultant service orders
21.1. Physical goods, digital configuration, platform access, training, implementation, design and customer support are separate deliverables unless an accepted quotation expressly bundles them.
21.2. A Partner contracting directly with its client for professional services is responsible for its own service charges, payment collection, scope acceptance, personnel, customer invoices and customer terms; TAPDX is responsible only for TAPDX products and services expressly contracted by TAPDX.
21.3. An Agency may not commit TAPDX to technical work, software access, subscriptions, hosting, service levels or unlimited revisions without TAPDX’s prior written acceptance of the particular scope and price.
21.4. Platform or journey access fees, if any, shall be quoted or provided under an expressly licensed arrangement. No tag sale or agency appointment creates an unrestricted licence to duplicate, sublicense or white-label TAPDX templates.
21.5. Any approved implementation access shall be terminated or adjusted when the relevant client appointment or permission ends; the parties shall comply with the agreed data return and deletion arrangements.
22. Referral orders and reconciliation
22.1. Where the Partner acts only as a referrer, TAPDX contracts with and invoices the direct customer. No purchase order or wholesale inventory is created in the name of the referrer solely by reason of the introduction.
22.2. Any commission shall be determined under a separately completed Referral Commercial Schedule identifying the rate, eligible transaction, attribution period and revenue base. The ordinary event-sales rate and the event wholesale discount shall not apply automatically.
22.3. A refunded or reversed underlying transaction shall be adjusted in the commission records under the signed agreement; no double payment shall arise when a Partner performs more than one commercial role.
Schedule A — B2B Order, Discount and Claims Schedule
A.1 Record Partner legal identity, expressly approved purchasing route, relevant event/programme and accepted quotation reference.
A.2 Record at least 50 tags in the initial qualifying B2B/Event Partner order and any 50-unit supplier exact-variant minimum; record blank or custom status and order acceptance.
A.3 Record each approved TAPDX bulk selling unit price, applicable 20% discount, final net unit price, separately priced services, payable total and accepted payment date.
A.4 Record each top-up as a separate supplier-informed quotation and acceptance, preserving the per-variant supplier minimum unless expressly approved otherwise.
A.5 Record approved artwork, manufacturing instructions, supplier production cut-off, delivery arrangements and chargeable preparation already authorised.
A.6 Record event cancellation or postponement, prior committed costs, original/revised event date, written goodwill adjustments and any approved extra charges.
A.7 Record any refund, defect claim, statutory or contractual remedy and related commission reversal without disclosing unrelated private commercial data.
A.8 Record Partner and TAPDX authorised acceptance. This Schedule shall not publish underlying supplier quotations or internal margins.
Schedule B — Wholesale, Distribution and Agency Order Particulars
B.1 Select transaction route: B2B Channel Partner bulk purchase for own use or resale (Schedule B of the B2B Channel Partner Terms) / distribution wholesale / Agency client professional services / TAPDX direct order introduced by Agency / separately approved other route.
B.2 Confirm customer seller, invoice issuer, party liable for TAPDX invoice and collection owner; no default transfer of one party’s obligations to another.
B.3 Record exact SKU or custom variant, whether blank or custom, order quantity, manufacturing minimum, supplier-informed quotation reference, and separately priced technical or software services: (filled in with you, in your own partner schedule).
B.4 Record approved TAPDX bulk selling price, qualifying 20% partner discount, net price, payment in full before procurement/manufacture, production cut-off, delivery basis and transfer of risk: (filled in with you, in your own partner schedule).
B.5 Confirm end-customer first-line support provider, defect escalation, accepted service hours, claims route and statutory rights responsibilities.
B.6 Confirm whether a separate and signed referral schedule exists. Partner’s own wholesale purchases are not automatically commissionable.
B.7 Confirm responsible-party/operator roles, client access permissions, authorised brand and digital licences; no implied software or journey sublicence.
B.8 Record authorised representatives, signature dates and each agreed amendment or new purchase order.