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. Permitted appointment and models
2.1. TAPDX offers three partner routes: (a) Event Partner; (b) B2B Channel Partner purchasing made-to-order wholesale blank, standard or custom-branded tags for business use or authorised resale; and (c) Refer & Earn introducing eligible business buyers who buy directly from TAPDX. An individual can hold several approved routes in one verified partner profile, with distinct permissions and no duplicate reward on the same purchase. Additional Agency, distribution and implementation activities require separately signed supporting schedules.
2.2. Approval for one route does not itself authorise another. In particular, Refer & Earn approval does not itself approve B2B Channel Partner bulk buying or resale, event-package distribution does not permit resale outside the B2B Channel Partner route, and implementation access does not transfer platform ownership.
2.3. The Partner operates as an independent business, on a non-exclusive basis unless expressly agreed otherwise, and has no authority to bind TAPDX or confer rights beyond its written appointment.
2.4. No territory, channel exclusivity, standing customer ownership, perpetual remuneration or continuing programme certification is implied.
2.5. Partner appointments are currently open to South Africa-based applicants only; province is selected at joining. Applicants outside South Africa may separately opt into a “Let me know” email update.
2.6. TAPDX requires every individual partner or authorised individual representative of a business partner to complete identity verification using a valid South African identity document, submitted once at the final verification step before commercial approval. Registered businesses must also provide company registration particulars and evidence of authority where required. An individual trading in their own name need not provide a company registration number. One verified individual may represent multiple authorised businesses without repeated identity uploads solely for that reason.
2.7. Activation requires verification and acceptance of the relevant commercial schedule. An application outcome, information request or decline is communicated by specific, gender-neutral explanation both in the account and by email.
2.8. If TAPDX will make a commission or other approved payout to the Partner, a bank confirmation letter or acceptable bank-issued equivalent is mandatory before the first payout and whenever the nominated bank account changes. No payout may be sent to an unverified new account. A Partner purchasing tags only, without a TAPDX payout, need not submit payout banking documents. Outstanding verification does not extinguish otherwise valid accrued entitlements.
3. Partner responsibilities and conduct
3.1. The Partner shall use approved product descriptions, authorised prices and current written quotations; it shall not make unsupported performance guarantees or claim unapproved integrations or services.
3.2. The Partner shall identify opportunities accurately, avoid misleading attribution claims, observe lawful marketing practices and secure the permissions needed to use customer materials or deliver agreed services.
3.3. The Partner shall protect TAPDX confidential information and may not disclose supplier quotations, margin calculations, private schedules or other Partners' information.
3.4. A Partner approved to implement or train shall follow the contracted scope, access controls and any required technical and POPIA processing agreement.
4. TAPDX responsibilities and service boundaries
4.1. TAPDX shall assess Partner opportunities and accepted orders in good faith and perform the products and services expressly agreed in the relevant written schedule.
4.2. TAPDX shall provide authorised quotation and fulfilment information reasonably required for the Partner's contracted function, subject to confidentiality and security.
4.3. TAPDX makes no promise of lead volume, territory exclusivity, sales conversion, fixed income, unlimited assistance or capabilities not included in the accepted scope.
5. B2B wholesale price and partner discount
5.1. An approved B2B Channel Partner or Event Partner may order qualifying made-to-order blank, standard or custom-branded physical NFC tags in bulk for its own business, authorised resale, distribution or event packages. A partner need not host an event to qualify for its approved B2B wholesale route.
5.2. Every partner order requires an order-specific supplier-informed written quotation. TAPDX determines the approved bulk selling price with procurement, production, handling and delivery requirements taken into account before offering the quotation. No speculative partner stock or discounted shop-stock checkout is offered.
5.3. An approved qualifying partner receives twenty percent (20%) off the TAPDX-approved bulk selling price for that order, subject to its signed schedule, permitted products and margin approval. The discount is not calculated from supplier cost, retail shop tags, legacy automated volume bands, trial stock or a previous quote.
5.4. This discount cannot automatically be stacked with another price reduction, event concession or commission on the Partner's own purchase. TAPDX keeps supplier costs and internal margins private.
5.5. TAPDX checks the discounted amount against its required margin before quotation acceptance. A commercially unsuitable price must be revised or specially authorised before issue; the rate never guarantees that an order will be accepted at an unsustainable price.
5.6. The written quotation records tag material, exact variant, blank/custom state, programming specification, quantity, supplier manufacturing minimum, approved bulk selling price, 20% partner discount, net payable amount, included/excluded services, delivery, artwork where relevant, production cut-off and payment/acceptance details. Additional services are separately priced unless expressly included.
5.7. Every order, batch and top-up is newly quoted; acceptance of one quotation does not create a perpetual fixed price or volume commitment.
5.8. B2B wholesale eligibility includes the approved partner's own-business bulk purchase and authorised resale of physical tags, not event distribution alone. Event-specific commissions are separately governed by accepted Event Partner terms; no event commission automatically arises on an ordinary B2B wholesale order.
6. Made-to-order partner quantities, top-ups and release
6.1. The initial qualifying partner bulk order is at least fifty (50) tags in aggregate, blank, standard or custom-branded. Any applicable supplier minimum of fifty (50) per exact design or variant must also be satisfied. No mixed-variant aggregation overrides a supplier's exact-variant minimum.
6.2. No speculative partner stock is supplied through an ordinary shop-stock discount path. The current supplier quotation and accepted order establish quantities, manufacturing specifications and lead times. Partner orders are paid in full before supplier procurement or manufacturing release.
6.3. Top-ups do not require repeating the initial aggregate minimum; they require a fresh accepted quotation and must satisfy any supplier exact-variant manufacturing minimum. For Event Partners, the top-up must be received within the agreed production cut-off and receives the same eligible 20% partner discount on the newly approved bulk selling price.
6.4. Changes to variants, artwork, quantity, destination or timing after acceptance are subject to separately accepted feasibility and pricing changes and do not cancel accrued production commitments.
6.5. TAPDX may reject unfeasible, too-late or below-minimum orders before acceptance, and shall not release procurement or production until required payment and specifications are complete.
7. Event packages and the invoicing boundary
7.1. The Event Partner contracts with and invoices its own exhibitors, sponsors, finalists and other package customers for the packages it sells. TAPDX invoices the Event Partner only for TAPDX products and services purchased by that Partner under its accepted order.
7.2. A sale concluded and invoiced directly by TAPDX to a customer at the event is a separate TAPDX transaction and is not part of the Event Partner's own package turnover.
7.3. The Channel Partner shall not transfer liability for refunds, attendance, participant contracts, sponsorship obligations or its own event-package commitments to TAPDX without TAPDX's written acceptance.
7.4. Resale by an approved B2B Channel Partner follows clause 22 and Schedule B (Buying in Bulk and Reselling) rather than the default event arrangement.
8. Direct event sales commission
8.1. Where expressly approved in the signed Event Commercial Schedule, eligible, attributable direct TAPDX event sales earn commission at fifteen percent (15%), or twenty percent (20%) where the Partner actually carries out the separately identified and agreed active promotional responsibilities.
8.2. Unless a lawful signed schedule expressly provides otherwise, commissionable revenue means eligible net product or service consideration actually received by TAPDX in cleared funds, pass-through delivery, refunded amounts, reversals and amounts outside the approved product and attribution scope.
8.3. Approved commission is sent by EFT to the verified bank account on the twenty-fifth (25th) day of each month, or the preceding business day where the 25th is not a business day, for eligible customer payments received by TAPDX in cleared funds during the preceding calendar month, subject to applicable eligibility, reconciliation and permitted refund or reversal adjustments. TAPDX bears its own EFT sending-bank charges. This is the date TAPDX sends payment, not a guarantee of receipt by the Partner.
8.3A. With each payout, TAPDX makes a transaction-level earnings statement and payment-sent notification available in the Partner account, showing eligible transactions, agreed rate, adjustments, net amount and payment reference. The notice states that funds normally reflect in one (1) to three (3) working days, depending on the receiving bank. Payout statements and payout notices are never emailed. Application approvals, declines and requests for further information are communicated both as an account notification and by email; a decline or a request for further information states clear, specific reasons.
8.4. No commission is payable on the Partner's own discounted bulk purchase, on the Partner's own event-package receipts, or on event sponsorship funding merely because a sponsor financed the event. No transaction may receive duplicate commission or a commission and wholesale discount for the Partner on the same purchase.
8.5. Where a Channel Partner is not an approved Event Partner, these event-specific commission percentages shall not be presumed to apply merely by virtue of the B2B Channel Partner designation.
9. Separate referral and introduction remuneration
9.1. Referral remuneration arises only if the Partner and TAPDX conclude a separate written referral agreement stating the eligible customer, referral event, rate, payment basis, attribution method, exclusions and duration.
9.2. A qualifying direct TAPDX customer sale may remain commissionable on eligible net collected revenue after an approved customer discount where the signed referral agreement so provides; this is separate from a Partner's own discounted bulk purchase.
9.3. The Partner shall not earn a referral commission on its own discounted purchase or receive duplicate compensation for the same transaction unless a specific exception is authorised in writing.
9.4. No automatic remuneration arises on repeat purchases, future organiser introductions, renewals or subscriptions without a further explicit written grant and reliable attribution.
9.5. A mere introduction or submission of contact data does not confer ownership of a customer or permission for unsolicited marketing.
10. Independent resale and institutional arrangements
10.1. Resale of TAPDX physical tags is part of the B2B Channel Partner programme and is governed by clause 22 and Schedule B, which set the permitted products, pricing method, invoicing, customer service, branding and legal responsibilities. It is not a separate appointment or application; only the partner-specific details in Schedule B, B.10, are recorded in the individual agreement.
10.2. The Partner shall not appoint downstream distributors, sublicense software, remove legal notices or suggest it may bind TAPDX unless expressly authorised.
10.3. Institutional cohorts and enterprise programmes may be quoted individually, including specially negotiated concessions. Such a concession applies only to the identified programme and is not the general Channel Partner discount base.
10.4. A reseller's profit or package margin on its own sales shall be distinguished from a referral or event commission paid by TAPDX.
12. Founding support and programmes
12.1. Any Founding Partner support applies only to the first event expressly identified in the accepted schedule, to the actual included services and within the agreed resource limits.
12.2. Founding status alone does not confer free custom tags, manufacturing, venue staff, bespoke technology, ongoing marketing programmes or future discounts.
12.3. Further support, new event dates or additional work must be separately scoped, quoted and approved in writing.
13. Event experiences, dashboards and evidence
13.1. Where contracted, the relevant journeys may include Attendee Experience, Exhibitor Discovery, Sponsor Experience and Post-event Connection, with no separate charge imposed by TAPDX merely for access to the agreed attendee-facing content.
13.2. Dashboards and measurement may be supplied only where actually implemented and included in the schedule; example statistics shall not be presented as real, measured commercial results.
13.3. Taps, opens, inquiries, confirmed meetings and sales are distinct events. A sponsor or organiser has no automatic right to identified participant leads, and privacy-safe aggregates are the default where appropriate.
13.4. The Partner shall not guarantee a particular number of leads, bookings, purchases or sponsor renewals.
14. Cancellation, postponement and pre-production costs
14.1. Changes to the Agreed Scope. Any material change to an accepted order, event date, configuration, product quantity, branding requirement, delivery arrangement or other agreed deliverable shall be communicated in writing and shall be subject to any necessary revised quotation or written approval.
14.2. Non-Refundable Custom Orders. TAPDX does not provide discretionary refunds for accepted custom-branded or personalised Partner orders arising from a change of mind, event cancellation, postponement, reduced attendance, over-ordering or a change in the Partner's requirements. This condition shall apply whether cancellation is requested before or after physical production commences, to the extent permitted by applicable law.
14.3. Pre-Production Work and Committed Resources. Where TAPDX has commenced authorised preparation work or incurred reasonably identifiable costs in reliance on the accepted event arrangement, the Partner shall remain responsible for those costs if the event is cancelled or postponed for reasons not attributable to TAPDX, subject to applicable law. Such costs may include event planning, artwork preparation, technical configuration, supplier commitments, personnel bookings and other agreed event-specific services. Any additional amount claimed shall be reasonably substantiated and shall not duplicate amounts already paid.
14.4. Goodwill Rescheduling. TAPDX recognises that event dates may change due to unforeseen circumstances and shall make reasonable efforts to accommodate one postponement. Any revised arrangement shall be subject to TAPDX's availability, existing commercial commitments, operational capacity and written confirmation.
14.5. Rescheduling Charges. Where the first postponement can be accommodated without material additional work or expense, TAPDX shall not impose a separate postponement penalty. Where additional work, services or non-recoverable expenses arise, TAPDX shall communicate the relevant costs and obtain the Partner's written acceptance before confirming the additional services.
14.6. Digital Journey Updates. TAPDX may, as a goodwill gesture, provide one consolidated update to the existing digital journey to reflect the revised event date, time, venue or other essential event information, where technically supported. Any complimentary update must be expressly confirmed in writing. Further revisions, redesigns, new functionality, replacement tags or additional implementation work shall be separately assessed and quoted.
14.7. Personnel and Resource Commitments. The Partner acknowledges that TAPDX may have reserved personnel, contractors, suppliers and other resources for the original event date. Where postponement results in reasonable non-recoverable expenses or requires additional resource commitments, the parties shall address those costs in accordance with the accepted agreement and the written rescheduling arrangements.
14.8. Lost Business Opportunities. TAPDX shall not automatically charge the Partner for estimated or hypothetical lost revenue. TAPDX may nevertheless take its existing bookings and commercial commitments into account when determining whether a proposed replacement date can be accommodated.
14.9. Subsequent Postponements. Any further postponement shall require a separate written request and assessment. TAPDX shall not be obliged to provide additional complimentary updates, rescheduling services or replacement resources.
14.10. Store Credit. Event cancellation or postponement shall not automatically entitle the Partner to a monetary refund or Store Credit. TAPDX may offer Store Credit as a goodwill adjustment where no monetary refund is due, subject to written confirmation of the applicable conditions.
14.11. Mandatory Legal Rights. Nothing in this section shall exclude any refund, repair, replacement or other remedy required by applicable law or arising from a legally enforceable obligation that TAPDX has failed to fulfil.
14.12. Cancellation or non-performance by TAPDX. Where TAPDX is unable to deliver agreed products or services for reasons attributable to TAPDX, the parties shall determine the appropriate remedy with reference to the affected obligations, the terms of the accepted agreement and applicable law.
14.13. Events beyond reasonable control. Where circumstances beyond a party's reasonable control materially prevent or delay performance, that party shall notify the other as soon as reasonably practicable and shall take reasonable steps to mitigate the resulting disruption.
14.14. The occurrence of an event beyond a party's reasonable control shall not automatically extinguish accrued payment obligations, statutory refund rights or other legal responsibilities.
14.15. Detailed return conditions, claims and remedies are further governed by the B2B Channel Partner Sales, Cancellation and Returns Policy and applicable mandatory law.
15. Returns, defective goods and services
15.1. In addition to the custom-made tag change-of-mind exclusion already established by clause 14.2, all accepted made-to-order bulk orders of 50 or more physical tags, including blank and standard tags, are not eligible for a discretionary change-of-mind cancellation or refund. Mandatory rights for defects, misdescription, incorrect supply or non-delivery are preserved.
15.2. TAPDX shall assess reported defects, incorrect fulfilment and service failures on the evidence and provide such repair, replacement, refund or other remedy as the agreement or applicable law requires.
15.3. No provision compels a person legally entitled to a monetary refund to accept Store Credit instead.
16. Data protection and marketing
16.1. Each party shall comply with POPIA and identify its actual role as responsible party or operator for each processing purpose.
16.2. The Partner shall not submit, acquire or use customer, staff or attendee data for unauthorised marketing or unrestricted referral claims.
16.3. An operator agreement shall be concluded where required, and access to dashboards and personal data shall be limited to authorised roles.
17. Intellectual property and confidentiality
17.1. TAPDX retains ownership of its software, journey designs, templates, source materials, marks and proprietary methodology; authorised use is a limited licence only for agreed purposes.
17.2. Neither party may use the other's marks in public announcements, marketing or materials outside the agreed scope without authorisation.
17.3. Non-public partner rates, supplier costs, cost worksheets, private schedules, customer information and technical materials shall be protected from unauthorised disclosure, subject to lawful exceptions.
18. Records, payment and reconciliation
18.1. TAPDX shall maintain appropriate records of orders, accepted quotes, payments, negotiated discounts, partner attribution, qualifying revenue, commissions and reversals.
18.2. A Partner may reasonably request a statement of its own account or qualifying compensation, but not unrestricted access to TAPDX supplier records or other Partners' data.
18.3. Payment amounts, applicable banking verification and any legally required invoices shall be handled as specified in the accepted schedule and applicable law.
19. Duration, suspension and termination
19.1. The arrangement begins and ends on the terms in Schedule A; it may be terminated for an agreed event completion, expiry, material breach or other lawful ground.
19.2. A material security, fraud or unauthorised brand-use risk may justify proportionate suspension of the affected access in accordance with the contract and law.
19.3. Termination does not extinguish accrued payment obligations, earned eligible commission, confidentiality, intellectual property, privacy duties or legal remedies.
19.4. No future referral or sale commission arises automatically after termination unless expressly preserved in the relevant signed agreement.
20. Liability and dispute resolution
20.1. Each party remains responsible for its own agreement, representations, operations and legal compliance. No exclusion removes a liability or right that cannot lawfully be excluded.
20.2. Disputes shall first be discussed in good faith upon written notice, without restricting urgent relief or mandatory statutory mechanisms.
20.3. South African law governs. Invalid provisions are severable to the extent permitted, and modifications of accepted contractual terms require written agreement.
21. Notices and hierarchy
21.1. TAPDX notices may be directed to iconic.connex25@gmail.com, unless a specific signed schedule prescribes an additional formal notice address.
21.2. The accepted partner-specific Commercial Schedule, separately signed referral agreement, the partner-specific Schedule B details, and order govern their stated subjects to the extent of an express lawful conflict with general provisions; unrelated arrangements remain distinct.
21.3. No change to a published website notice alone alters an accepted partner price or signed payment entitlement.
22. Buying in bulk and reselling — part of the B2B Channel Partner programme
22.1. An authorised B2B Channel Partner may purchase qualifying made-to-order physical tags for its own business under its accepted Channel Partner Commercial Schedule. Where the Partner also sells the tags to its own end customers, it does so as part of the B2B Channel Partner programme on the terms in this clause 22 and Schedule B; only the partner-specific details in Schedule B, B.10, are recorded in its individual agreement. A general enquiry or referral-only authorisation grants no wholesale purchase right.
22.2. Unless the relevant customer agreement expressly provides otherwise, the Reseller shall purchase authorised physical products from TAPDX in its own name and for its own account, bear the commercial risk of its resale arrangements, contract with its own end customers, issue its own invoices and receipts, collect its own payments and account for its own taxes.
22.3. TAPDX shall invoice the Reseller for TAPDX goods and services ordered under an accepted written quotation. No accepted wholesale quotation shall oblige TAPDX to supply further quantities at the same unit price. The Reseller shall not represent that TAPDX is the merchant of record or contracting seller under a transaction made by the Reseller.
22.4. Approved B2B wholesale pricing follows section 5 and the accepted quotation: a 20% discount from TAPDX-approved bulk selling price for qualifying made-to-order physical tags, subject to current margin controls. This is distinct from the Partner’s independent resale price and from event-sales commission.
22.5. Made-to-order B2B wholesale purchases have a 50-tag initial aggregate minimum and any applicable supplier 50-unit exact-design minimum. No speculative stocked-tag trial route or ordinary shop-stock purchase discount is part of this partner programme. Top-ups are quoted individually and comply with supplier minimums.
22.6. Independent resale pricing belongs to the Reseller as further described in clause 22.14. TAPDX may offer a clearly non-binding recommended resale price but shall not fix or enforce a minimum resale or advertised price or penalise lawful price reductions, without limiting TAPDX’s right to set the price of its own wholesale supply.
22.7. The Reseller shall provide its customers with its own legally compliant selling, payment, delivery, return and privacy terms, identify itself accurately as the seller, and fulfil its applicable customer-facing obligations. TAPDX remains responsible for its own contractual undertakings to the Reseller and for statutory obligations applying directly to TAPDX, including any non-excludable producer, importer or distributor obligations.
22.8. The Reseller shall handle first-line enquiries concerning its own invoices, order status, product selection, basic NFC usage, delivery to its customers and discretionary returns under its own terms. The Reseller shall promptly escalate suspected product defects, incorrect manufacture, security events or matters beyond its authorised competence to TAPDX in accordance with the agreed support procedure.
22.9. Delivery, risk, title and claims responsibility are stated in the accepted order or applicable channel schedule. All partner bulk orders are made to order, not held as partner stock or supplied on consignment. No unsold inventory buy-back or sale-or-return arrangement arises merely because the Partner cannot resell its tags. Mandatory legal remedies remain protected.
22.10. The Reseller shall not manufacture counterfeit or misleadingly branded products, modify NFC programming contrary to the agreed technical specification, promise unsupported integrations, sublicense TAPDX software or recruit sub-resellers without prior express written permission.
22.11. The approved B2B Channel Partner wholesale price rule is set out once in section 5 and applies to eligible blank, standard and custom-branded made-to-order physical tag orders. No different reseller discount is applied unless an expressly approved written commercial arrangement lawfully provides it.
22.12. All partner physical orders are made to order. TAPDX prepares and approves an order-specific supplier-informed bulk selling price, applies any contractual partner discount and verifies the proposed margin before issuing an accepted written quotation. The partner pays in full before supplier procurement or manufacturing release. No partner stock inventory, discounted retail checkout or universal stocked trial quantity is part of this route.
22.13. TAPDX shall acknowledge a properly submitted product-defect report within two (2) business days as initial acknowledgement and assessment, without promising resolution within that period. First-line customer communication remains with the Reseller; TAPDX handles its agreed manufacturer and technical escalations, subject to applicable rights.
22.14. Independent Reseller Pricing and Customised Products. A B2B Channel Partner that resells (the Reseller) has the rights and duties in clauses 22.14.1–22.14.8, consistent with separately authorised software and journey access.
22.14.1. An authorised Reseller shall independently determine the prices at which it offers and sells TAPDX physical products to its own customers, including standard, custom-branded and personalised physical tags.
22.14.2. The Reseller may charge its customers additional amounts for customisation, artwork, branding, design, consultation, configuration, implementation, training and other value-added services that the Reseller is authorised and able to provide.
22.14.3. Where customisation or other services are to be performed by TAPDX, the applicable scope, charges, technical requirements and delivery obligations shall be agreed in a written quotation before the Reseller makes a binding commitment concerning TAPDX's performance.
22.14.4. TAPDX shall invoice the Reseller at the accepted wholesale/custom-order price. Any additional margin or service fee independently charged by the Reseller to its customers belongs to the Reseller and does not automatically create an additional payment obligation to TAPDX.
22.14.5. The Reseller shall be responsible for its own customer quotations, price representations, invoicing, collections and agreed additional services, without limiting TAPDX's own obligations under its agreement with the Reseller or applicable law.
22.14.6. The Reseller shall not represent its independently supplied services, bespoke journeys, integrations or additional functionality as part of TAPDX's standard offering unless specifically authorised.
22.14.7. Customisation and value-added charges do not confer ownership or unrestricted rights to reproduce, sublicense, modify, redistribute or white-label TAPDX's proprietary platform, software, templates or digital journeys. Such rights require a separate written licence.
22.14.8. TAPDX may provide only non-binding recommended resale prices. Resellers remain free to set their own lawful prices independently.
22.15. An authorised B2B Channel Partner buys made-to-order physical tags in bulk for its own account, independently markets and prices its own resale, and retains its own resale margin and authorised service fees. TAPDX contracts with and invoices the partner, not the partner’s end customers. TAPDX does not request the partner’s downstream customer names, resale prices or margins for ordinary wholesale purchases. Partner self-service facilities, if enabled, operate through quotation, acceptance, prepayment, production and fulfilment rather than discounted shop-stock checkout.
23. Distribution and network partner appointments
23.1. A distribution or network partner appointment shall identify the geographical scope, authorised audience, products, locations, ordering entity, permitted downstream entities and whether the Partner acts as principal reseller, introducer or separately authorised fulfilment coordinator. No one of those capacities shall be implied from another.
23.2. Where the Distribution Partner buys and resells as principal, clause 22 and Schedule B apply together with the network particulars in Schedule C. Where its role is introduction only, clause 25 and the accepted referral arrangements apply instead. Where it merely coordinates multi-site deployment for a contracting customer, the customer invoicing party and service payer must be stated in the relevant schedule.
23.3. Multi-site and multi-business deployments shall be planned by site, product variant, quantity, delivery point, programming or destination owner, recipient and support contact. TAPDX may quote separately for each batch or site and shall not be obliged to aggregate independent customer volumes for discount purposes unless expressly agreed.
23.4. The Distribution Partner may not appoint a sub-distributor, grant exclusive territory rights, rebrand TAPDX goods or grant onward digital-platform licences without prior written authorisation specifying the permitted rights and the applicable contracting and liability arrangements.
23.5. Each tier of an authorised downstream distribution structure shall be responsible for its own lawful invoicing, consumer dealings, taxes, data processing and marketing where it contracts with end customers. The appointment shall identify the party accountable for first-line support, defect escalation and stock reconciliation at each tier.
23.6. A network partner shall not acquire permanent ownership of a customer account, automatic remuneration on future transactions or access to customers and contact lists outside its authorised contractual and POPIA processing role.
24. Agency, consultant and implementation partner appointments
24.1. A partner proposing to design, configure, deploy, onboard, train or provide support in relation to TAPDX tags or journeys shall be appointed as an AGENCY/IMPLEMENTATION PARTNER only where that route and its authorised activities are recorded in Schedule D and accepted by TAPDX.
24.2. The parties shall identify for each client engagement whether the Agency (a) purchases and resells the physical goods as principal, (b) introduces the client to TAPDX for a direct purchase, or (c) provides professional services to its own client while the client separately contracts with TAPDX for goods or platform access. The applicable purchase, referral or service rules shall follow that actual transaction type.
24.3. The Agency may charge its own clients for separately contracted lawful strategy, design, configuration, onboarding or training services. Such fees shall be determined by the Agency and client, and shall not be treated as TAPDX commission or as automatically included in the price of a TAPDX tag or digital journey.
24.4. TAPDX shall not be obliged to provide free client setup, training, content creation, support, technical integration, data migration or revisions merely because an Agency has sold a service. Each TAPDX-provided service shall require an accepted scope, fee and responsibility allocation.
24.5. Any Agency use of TAPDX dashboards, client workspaces, templates, journey configuration, APIs, hosting, branding, white-label facilities or training material shall be limited to the rights and technical capabilities expressly licensed or authorised in Schedule D. No general sublicence, source- code access, right to create an unlimited number of clients, or right to represent the Agency as TAPDX-certified is granted by these Terms.
24.6. Client-directed access to an existing TAPDX account shall require appropriate authorisation from the responsible client and TAPDX where relevant. Access credentials shall be individual, least- privilege, revocable and not shared across clients. The Agency shall cease access and return or erase client data when its authority ends, subject to lawful retention requirements.
24.7. The Agency shall warrant that it has the permissions required for client materials, artwork, names, logos, third-party URLs and data it submits, and shall not implement a contact capture, marketing flow or tracking integration without an appropriate lawful processing basis, notices and the required processing agreements.
24.8. First-line implementation support, escalation thresholds, service hours, deliverables, completion criteria and treatment of later revisions shall be specified per client deployment. Support beyond the accepted scope is separately quoted; no unapproved service-level agreement is implied.
25. Referral, affiliate and qualified introductions
25.1. Referral partners introduce eligible prospective businesses that buy directly from TAPDX. The standard qualification and attribution checks are applied automatically by the platform; TAPDX separately decides whether to accept or fulfil each direct customer order and its technical scope. Routine commission qualification is not subject to manual owner discretion.
25.2. The referral fee or commission, eligible products, qualifying event, attribution method, attribution window, rate or fixed amount, payment conditions and any expressly included repeat or subscription revenue must be completed in Schedule E or an expressly incorporated executed Referral and Introduction Agreement. No general B2B, distribution, agency or event appointment shall create an unspecified commission entitlement.
25.3. A business referral must be associated with the partner’s referral link and the first server-recorded opening by the referred business. Qualification is determined by fixed automatic rules, not case-by-case owner approval: the purchasing customer is recorded at checkout as a genuine business buyer, is not an existing TAPDX customer or active opportunity, is not already attributed to another partner, and completes its first qualifying paid TAPDX direct order within sixty (60) calendar days of that first opening. Only attribution clashes, a failed check or a suspected abuse case go to owner review. Personal consumer purchases cannot earn partner commission.
25.4. Unless expressly agreed otherwise in the applicable signed schedule, the commission shall relate only to the first eligible, attributed direct customer order for which TAPDX receives cleared funds. No lifetime, automatic renewal, subscription, repeat-order or multi-event commission shall arise by implication.
25.5. Commission shall be calculated only on eligible net consideration actually collected by TAPDX after customer discounts and applicable exclusions, with refunds, chargebacks, reversals and cancelled transactions adjusted in accordance with the signed agreement. An approved discount granted to a referred customer shall not by itself disqualify an otherwise eligible referral.
25.6. No commission is payable on the Partner’s own discounted wholesale purchase or on its own customer resale invoice. A Partner authorised to operate more than one route shall not receive both a wholesale discount and a referral commission on the same purchase unless a specific written exception has been approved in advance.
25.7. Any affiliate tracking technology, cookies, tracking links, prospect transfer or electronic marketing must be configured and used in compliance with applicable privacy and electronic marketing requirements. No affiliate platform, tracking period or cookie-based attribution shall be presumed operational until configured, tested and approved.
25.8. For a separately approved business-only Refer & Earn route, the standard commission is ten percent (10%) of eligible net consideration actually received by TAPDX from the first qualifying direct business order within sixty (60) calendar days of the referred business’s first server-recorded opening of the partner link. This is subject to the signed referral schedule, eligible product scope and permitted adjustments for refunds/reversals; it does not apply to individual consumer orders, subsequent orders or the partner’s own wholesale order. Payment follows the monthly 25th EFT rule, with dashboard-only statements and payout notices.
26. Route combination, event precedence and customer ownership
26.1. A Partner may be authorised for more than one commercial route only if each route is separately selected in the accepted Schedule A. The applicable transaction type shall be recorded at order or opportunity level and shall determine the merchant of record, supplier, invoicer, remuneration model, support responsibilities and permitted reports.
26.2. Event Partner orders follow the applicable Event Partner Terms and agreed scope. The initial qualifying event bulk order is 50 tags in aggregate, with a supplier minimum of 50 per exact design or variant where required, and a 20% discount off the approved order-specific TAPDX bulk selling price. Separately qualifying direct event sales may earn 15%, increasing to 20% only for expressly agreed active promotional duties. Neither route creates a second commission on the Partner’s own wholesale order.
26.3. Participation in the four Event Partner experiences—Attendee Experience, Exhibitor Discovery, Sponsor Experience and Post-event Connection—shall be governed by the accepted event scope. Participant access to the agreed event experience shall not itself impose an attendee charge, create a free physical tag entitlement or transfer unrestricted lead data to an organiser or sponsor.
26.4. A Partner that sells an exhibitor package as principal is responsible for its package customer and associated charges. TAPDX remains the seller only of a transaction invoiced and accepted directly by TAPDX. Claims about lead generation, bookings, attribution or verified revenue shall not be made without appropriate evidence.
26.5. No Partner shall receive unrestricted ownership of another party’s customer records, personal information, existing business relationships or future customer purchases. Reasonable lawful access to its own accepted quotations, orders, support records and accrued compensation shall be governed by the applicable contract and data-role authorisation.
27. Partner onboarding, brand use, service support and exit
27.1. Before activation, TAPDX shall record the Partner’s legal and contact particulars, verified authorised representative, approved route, invoice-to party, intended customers, permitted goods and services, quotation method, support owner, applicable accepted schedules and privacy responsibilities.
27.2. No partner portal, customer-referral link, digital client-configuration permissions, sales collateral or reseller representation shall be activated until the relevant scope has been authorised. The Partner shall not publish financial promises, commercial rates or licence rights not recorded in its signed schedule.
27.3. The Partner shall use approved brand assets and accurately identify the relationship as authorised reseller, distributor, Agency, consultant, referrer or Event Partner, as the case may be. It shall not claim endorsement, certification, employment, exclusivity or appointment as TAPDX’s legal agent unless expressly granted.
27.4. The Partner shall promptly inform TAPDX of a material customer complaint involving defective goods, misconfiguration, alleged data breach, misleading representation or potential regulatory non-compliance and shall cooperate proportionately in resolving such matter.
27.5. On expiry or termination, the Partner shall cease claiming active authority and cease unauthorised use of restricted systems, branding and confidential materials. Existing properly concluded customer transactions, accrued payment obligations, applicable consumer and data rights and lawful remaining-stock rights shall be dealt with under the relevant schedules and mandatory law.
Schedule A — B2B Channel Partner Commercial Schedule
A.1 Parties: TAPDX legal entity, Partner legal name, registration number, representative, contact and effective date: (filled in with you, in your own partner schedule).
A.2 Approved routes: choose B2B CHANNEL PARTNER (bulk buying for own business use, for resale under Schedule B, or both), EVENT DISTRIBUTION, BUSINESS-ONLY REFER & EARN, or DISTRIBUTION/NETWORK or AGENCY/IMPLEMENTATION where separately agreed. Multiple routes may be selected in one verified profile; apply the relevant additional schedules and never duplicate compensation: (filled in with you, in your own partner schedule).
A.3 Permitted products, geography, audience, sales channel, customer invoicing owner and confidentiality restrictions: (filled in with you, in your own partner schedule).
A.4 The qualifying partner-made-to-order bulk minimum is 50 physical tags initially, with any applicable supplier minimum of 50 per exact design/variant. Full payment before procurement or manufacturing: (filled in with you, in your own partner schedule).
A.5 Eligible made-to-order B2B and Event Partner physical tag wholesale orders receive 20% off the TAPDX-approved order-specific bulk selling price after margin review, never automatically on shop inventory or stacked with other discounts.
A.6 Written quotation reference, each base selling price, eligible discount, net unit price, quantity, total, separately chargeable services and payment deadline: (filled in with you, in your own partner schedule). No supplier purchase price or internal margin shall appear.
A.7 Top-up production cut-off, fresh quotation, supplier minimum, quantity and written acceptance for the same event: (filled in with you, in your own partner schedule).
A.8 Where separate direct event sales qualify: 15% or specifically earned 20%, active promotional duties, eligible net collected revenue, attribution and statement/payment procedure: (filled in with you, in your own partner schedule).
A.9 Refer & Earn is restricted to qualifying direct purchases by business buyers, never personal consumers. Use the separately signed referral schedule for the first-order rate and first-link-opening attribution; no automatic event percentage applies.
A.10 Where the Partner buys to resell, Schedule B applies in full; record only its partner-specific details in B.10.
A.11 Included services, first-event founding support, digital scope, third-party suppliers, staff commitments and additional charges: (filled in with you, in your own partner schedule).
A.12 Privacy role allocation, authorised reports, lead recipients, signed operator arrangement, retention and information security responsibilities: (filled in with you, in your own partner schedule).
A.13 Term, exit, amendment precedence, lawful remedy, authorised signatories and signature dates: (filled in with you, in your own partner schedule).
Schedule B — Buying in Bulk and Reselling under the B2B Channel Partner Programme
B.1 Application. This Schedule applies to every approved B2B Channel Partner that buys TAPDX physical tags to resell to its own customers. Resale is part of the B2B Channel Partner programme: it is not a separate route, appointment or application. B.2 to B.9 apply to every such Partner as written; only the partner-specific details in B.10 are recorded in the individual agreement.
B.2 Products. Blank, standard and custom-branded TAPDX physical NFC tags from the approved catalogue or an approved custom design.
B.3 Price. Each order is quoted in writing at twenty percent (20%) off the TAPDX-approved, order-specific bulk selling price, subject to TAPDX's margin check before the quotation is issued (clause 22.4 and section 5). No 15% reseller discount, shop-checkout discount or stocked-tag discount applies, and the 20% is not combined with any other discount or reward on the same purchase.
B.4 Quantity. A first order of at least fifty (50) tags in aggregate, and any supplier minimum of fifty (50) per exact design or variant. Later top-up orders are quoted individually and follow supplier minimums (clause 22.5).
B.5 Payment. The Partner pays the accepted quotation in full, upfront, before TAPDX orders from its supplier or releases manufacturing (clause 22.12).
B.6 Fulfilment. Every order is made to order. TAPDX holds no stock for the Partner, and there is no consignment, sale-or-return or buy-back of tags the Partner does not resell. Delivery, risk and title are as stated in the accepted quotation (clause 22.9).
B.7 Resale price. The Partner sets its own resale prices independently and keeps its resale margin and its own service fees. TAPDX may give a recommended resale price only, and never fixes or enforces a minimum or advertised resale price (clauses 22.6 and 22.14).
B.8 Selling to the Partner's customers. The Partner sells in its own name, contracts with and invoices its own customers, collects their payments, gives them its own selling, delivery, returns and privacy terms, and handles first-line support, escalating product defects to TAPDX (clauses 22.2, 22.7, 22.8 and 22.13). TAPDX does not ask for the Partner's customer names, resale prices or margins for ordinary bulk orders (clause 22.15).
B.9 Brand, claims and earnings. The Partner describes the tags accurately as TAPDX tags, uses TAPDX branding only as TAPDX approves, never presents itself as TAPDX or as acting for TAPDX, and makes no unsupported claims about integrations or results. It appoints no sub-resellers and receives no software, journey or white-label rights without separate written permission (clauses 22.3, 22.10 and 22.14.6 to 22.14.7). The Partner's own bulk purchase earns no commission, and a tag the Partner resells never also earns a Refer & Earn reward or an event share (clauses 8.4, 9.3 and F.4).
B.10 Partner-specific details, recorded in the individual agreement: the Partner's legal name, registration number where it is a registered business, authorised representative and contact details; any brand-use or territory restriction agreed beyond B.9; any customisation, artwork or service TAPDX itself performs, with its scope and charges; authorised signatories and signature dates: (filled in with you, in your own partner schedule).
Schedule C — Distribution and Network Partner Particulars
C.1 Route: principal wholesale reseller / introduction-only / multi-site procurement coordinator (filled in with you, in your own partner schedule).
C.2 Partner entity, approved locations, territory, sectors, permitted site contacts and contract commencement/end: (filled in with you, in your own partner schedule).
C.3 Customer contracting and invoicing party for each route; named billing entity and payment obligations: (filled in with you, in your own partner schedule).
C.4 Products, exact-variant requirements, quantity per site, approved supplier minimum and delivery arrangements: (filled in with you, in your own partner schedule).
C.5 Quotation reference(s), wholesale selling prices, approved discounts (if any), batch payment terms and any volume commitments: (filled in with you, in your own partner schedule).
C.6 Downstream reseller authority (NONE unless specifically granted), approved downstream entities, brand and IP limitations: (filled in with you, in your own partner schedule).
C.7 Site onboarding, programming responsibility, stock ledger, first-line support owner, defects escalation, authorised reporting and POPIA allocation: (filled in with you, in your own partner schedule).
C.8 Expiry, order cut-offs, any lawful territory provisions, signature and dates: (filled in with you, in your own partner schedule).
Schedule D — Agency / Consultant / Implementation Partner Particulars
D.1 Approved capacity for each client: reseller principal / client-paid agency services / direct TAPDX sale introduced by Agency / separately authorised technical implementer (filled in with you, in your own partner schedule).
D.2 Agency legal identity, approved representatives, client or client segment, authorised products and services: (filled in with you, in your own partner schedule).
D.3 Customer invoicer, separate Agency professional fees, TAPDX quotation and payment party, eligibility for any separately approved referral commission: (filled in with you, in your own partner schedule).
D.4 Permitted setup and configuration activities, access permissions, training or competency requirements, service deliverables, acceptance criteria and out-of-scope requests: (filled in with you, in your own partner schedule).
D.5 Permitted TAPDX licences, client workspace allocations, active seats, domain or branding rights, duration, fees and any restrictions on onward access: (filled in with you, in your own partner schedule).
D.6 First-line client support, TAPDX escalation channel, agreed response expectations, service hours and additional services charges: (filled in with you, in your own partner schedule).
D.7 Client content authorisation, POPIA role allocation, written operator agreement where required, incident escalation, retention and removal of access: (filled in with you, in your own partner schedule).
D.8 No certification, exclusivity, sub-licensing or white-label rights unless expressly selected and signed; execution by both parties: (filled in with you, in your own partner schedule).
Schedule E — Referral / Affiliate Commercial Particulars
E.1 Referral Partner legal identity, authorised contact and permitted products, customers and territory: (filled in with you, in your own partner schedule).
E.2 Approved referral method (registered opportunity / unique link or code if implemented / documented introduction) and process for confirming attribution: (filled in with you, in your own partner schedule).
E.3 For a separately approved business-only referral route, 10% of eligible net consideration actually received on the first qualifying direct business order, as determined by fixed automatic business, new-customer and attribution checks; define approved eligible products and exclusions in the signed schedule: (filled in with you, in your own partner schedule).
E.4 Attribution window: 60 calendar days from the business’s first server-recorded opening of the partner link. This timestamp, not a manual acceptance date, starts the window; eligible first paid business orders must fall within it. Only flagged exceptions are escalated for review.
E.5 Default entitlement: first eligible direct customer order only. Future purchases, renewals, subscriptions and downstream referrals included solely if expressly specified here: (filled in with you, in your own partner schedule).
E.6 Eligible referral commission is paid by EFT on the 25th or preceding business day for eligible cleared funds from the prior calendar month, with statements and payout notifications in the partner dashboard. TAPDX pays its EFT sending-bank fee.
E.7 Approved marketing copy, referral disclosure, electronic communication permissions and tracking/privacy obligations: (filled in with you, in your own partner schedule).
E.8 Duration, suspension, termination, earned commission survival and signature dates: (filled in with you, in your own partner schedule).
Schedule F — Single Partner, Multiple Approved Routes Register
F.1 A single Partner may have multiple approvals, but each approved route must be selected, individually scoped and signed in Schedule A together with its applicable supporting Schedule.
F.2 Each order must be classified as B2B_OWN_USE_WHOLESALE, PARTNER_WHOLESALE_RESALE, DISTRIBUTOR_WHOLESALE, AGENCY_CLIENT_SERVICE, TAPDX_DIRECT_BUSINESS_REFERRED, TAPDX_DIRECT_EVENT, EVENT_PARTNER_PACKAGE or EVENT_PARTNER_WHOLESALE. The invoicing party, order type and received funds determine the applicable compensation route.
F.3 For each transaction record contracting/invoicing party, order route, quote, actual TAPDX receipts and any authorised discount or commission. An ordinary B2B wholesale order does not require the partner’s end-customer names, downstream sales prices, margins or private data; direct business referrals require only minimum lawful attribution evidence.
F.4 No automatic reclassification of a Partner's own bulk purchase as a referral, and no duplicate commission on a single transaction. A change of transaction route requires express written confirmation before binding obligations are created.
F.5 No overall exclusive territory, general resale rights or right to subcontract implementation is inferred from a multiple-route appointment.