1. PURPOSE AND OBJECTIVES
1.1. This Policy establishes the standards of integrity, commercial conduct, confidentiality, accountability and business protection applicable to persons and entities participating in an authorised commercial relationship with Iconic Connex (Pty) Ltd, trading as TAPDX Tags ("TAPDX").
1.2. TAPDX enters into commercial partnerships for the purposes of expanding its market presence, developing sustainable distribution channels, acquiring customers, facilitating commercial introductions and delivering its products and services.
1.3. TAPDX has a legitimate commercial interest in safeguarding its business operations, proprietary technology, intellectual property, confidential information, financial resources, customer and supplier relationships, brand reputation, distribution arrangements and future business opportunities.
1.4. The principal objectives of this Policy are to prevent the abuse of commercial privileges, protect TAPDX against improper interference, establish the boundaries of partner authority, preserve the integrity of commercial transactions and provide a structured basis for responding to material misconduct.
1.5. TAPDX reserves all rights and remedies available under its commercial agreements and applicable law to protect its business against fraud, misrepresentation, unauthorised conduct, deliberate interference, unlawful exploitation of confidential information and other material breaches.
2. DEFINITIONS AND INTERPRETATION
2.1. In this Policy, unless the context indicates otherwise:
2.1.1. "Agreement" means the relevant executed or otherwise validly accepted commercial agreement between TAPDX and the Partner, including its applicable schedules, written amendments and documents expressly incorporated into it.
2.1.2. "Approved Commercial Route" means the specific partnership category and associated activities expressly authorised by TAPDX in the applicable Agreement.
2.1.3. "Confidential Information" means non-public technical, commercial, financial, operational or strategic information of TAPDX, including supplier arrangements, pricing methodologies, internal margins, customer information, business plans, software, technical architecture, proprietary methods and contractual information that is confidential by nature or designation.
2.1.4. "Partner" means any individual, business, organisation or other legal entity formally authorised by TAPDX under an Agreement to participate in a commercial partnership programme.
2.1.5. "Protected Business Interests" means TAPDX's legitimate interests in its proprietary information, intellectual property, contractual rights, trade connections, business goodwill, operational systems and commercial relationships.
2.1.6. "Partner Representative" means any employee, representative, agent, contractor or other person acting under the Partner's authority in connection with the Agreement.
2.1.7. "Material Breach" means a breach that substantially affects, or creates a substantial risk to, the rights, operations, financial interests, confidential information, systems or reputation of TAPDX, having regard to the nature of the breach and the applicable Agreement.
2.2. References to a person include an individual or legal entity where the context permits.
2.3. Any reference to written approval means approval issued by an authorised TAPDX representative and recorded in a form capable of subsequent verification.
3. APPLICATION AND CONTRACTUAL STATUS
3.1. This Policy is intended to apply to TAPDX Event Partners, B2B Channel Partners, authorised resellers, Refer & Earn Partners, and any separately appointed distribution, network, agency, consulting or implementation partners.
3.2. This Policy becomes binding upon a Partner only to the extent that it is validly incorporated into the applicable Agreement or separately accepted as a contractual obligation.
3.3. Approval for one commercial route shall not constitute approval for another route or confer additional permissions, privileges, remuneration or contractual rights.
3.4. Where the provisions of this Policy conflict with a specific provision of an executed commercial schedule, the specific provision shall prevail in respect of the matter expressly governed by that schedule, subject to mandatory law.
3.5. Nothing in this Policy shall retrospectively amend an existing Agreement, extinguish previously accrued rights or create additional financial entitlements without the required contractual agreement.
5. GENERAL DUTIES OF INTEGRITY AND CONDUCT
5.1. The Partner shall conduct all activities relating to TAPDX honestly, professionally and in accordance with the Agreement.
5.2. The Partner shall provide accurate information concerning its identity, business activities, commercial transactions, customer introductions and entitlement to remuneration.
5.3. The Partner shall not knowingly provide false, deceptive or materially misleading information concerning TAPDX, its products, capabilities, prices, services, obligations or commercial relationships.
5.4. The Partner shall not use its appointment, access permissions, confidential information or association with TAPDX to obtain an unauthorised commercial advantage.
5.5. The Partner shall ensure that its representatives comply with the obligations applicable to activities performed on its behalf, subject to the responsibilities allocated under the Agreement.
5.6. The Partner shall promptly notify TAPDX of material misconduct, unauthorised access, fraudulent activity or a significant security incident of which it becomes aware in connection with the partnership.
6. PROTECTION AGAINST COMMERCIAL INTERFERENCE
6.1. The Partner acknowledges that TAPDX invests resources in developing its customers, supplier arrangements, distribution opportunities, proprietary processes, products, market positioning and business goodwill.
6.2. The Partner shall not knowingly misuse Confidential Information, privileged access or authority acquired through its relationship with TAPDX for the purpose of improperly diverting business, interfering with contractual relationships or undermining TAPDX's Protected Business Interests.
6.3. In particular, the Partner shall not engage in conduct involving:
6.3.1. The unauthorised disclosure or exploitation of confidential customer, supplier or commercial information.
6.3.2. The deliberate misrepresentation of TAPDX's commercial position, contractual obligations or ability to fulfil an agreed transaction.
6.3.3. The impersonation of TAPDX or the unauthorised exercise of authority in its name.
6.3.4. The improper inducement of a customer, supplier, employee or other partner to breach an existing contractual obligation.
6.3.5. The use of restricted operational access to disrupt, disable, manipulate or interfere with TAPDX systems or services.
6.3.6. The deliberate obstruction of an authorised customer transaction or contractual obligation through deception, coercion or misuse of a privileged commercial position.
6.4. The restrictions in this clause do not prohibit a Partner from independently conducting lawful business, serving its own customers, engaging in legitimate competition or exercising rights expressly granted by its Agreement.
6.5. No general post-termination restraint of trade or customer non-solicitation obligation is created by this Policy. Any additional restriction must be separately agreed and specifically defined.
7. CUSTOMER RELATIONSHIPS AND COMMERCIAL OWNERSHIP
7.1. Where TAPDX contracts directly with, invoices and supplies a customer, TAPDX shall retain control of its contractual relationship with that customer, together with its own customer account and associated business records.
7.2. A Partner that introduces a customer to TAPDX shall not, solely by reason of that introduction, acquire ownership of the customer account, permanent account exclusivity, authority over the customer relationship or an entitlement to subsequent customer transactions.
7.3. Where an authorised B2B Channel Partner purchases products from TAPDX for independent resale and contracts with its own end customers, the Partner shall retain responsibility for its independent customer relationships, resale arrangements, invoicing, collections and applicable customer obligations.
7.4. An independent reseller shall determine its own resale prices. Any resale pricing guidance provided by TAPDX shall be non-binding.
7.5. No Partner shall acquire unrestricted rights over customer information, commercial records or relationships belonging to TAPDX or another party.
7.6. Access to customer information shall be limited to the purpose, permissions and responsibilities expressly authorised under the applicable Agreement and data-protection arrangements.
8. REFERRALS, COMMISSIONS AND FINANCIAL ENTITLEMENTS
8.1. The Partner's entitlement to commission, wholesale discounts, resale margins, referral fees, event-sales compensation or other remuneration shall be determined exclusively in accordance with the relevant accepted commercial agreement and schedule.
8.2. A customer introduction, referral-link opening, expression of interest, business meeting, verbal recommendation or introduction to another prospective Partner shall not, by itself, create an entitlement to remuneration.
8.3. Referral commission shall arise only where the transaction satisfies the agreed eligibility criteria, attribution mechanism, qualifying period, payment conditions and applicable exclusions.
8.4. Where the applicable Refer & Earn Agreement provides for a first-order referral payment, such payment shall not create an automatic entitlement to later purchases, subscription renewals, customer expansion, further business opportunities or independently generated transactions.
8.5. A Partner introducing another prospective commercial partner to TAPDX shall not thereby acquire a right to that partner's subsequent earnings, resale margins, recruited customers, downstream commercial relationships or future transactions.
8.6. No automatic multilevel, network, inherited or lifetime commission arrangement shall arise under any TAPDX partnership programme.
8.7. Where TAPDX expressly commissions a Partner to recruit, develop, manage or service a distribution network, the applicable remuneration, scope, performance obligations, attribution rules, duration and termination treatment must be recorded in a separately approved written commercial schedule.
8.8. A Partner authorised under multiple commercial routes shall not receive duplicate commissions, or combine a wholesale discount and commission on the same transaction, except where a specific written exception has been approved in advance.
8.9. Referral attribution shall be determined according to the agreed recorded transaction and eligibility rules. TAPDX may review attribution conflicts, suspected manipulation, failed eligibility checks and other defined exceptions.
8.10. TAPDX shall not be obliged to disclose its internal supplier costs, margins, unrelated customer records, confidential commercial negotiations or another Partner's earnings in order to substantiate remuneration.
8.11. The Partner shall remain entitled to an appropriate statement or reconciliation of its own qualifying transactions and payments, as provided in its Agreement.
9. COMMISSION ENTITLEMENT UPON EXPIRY OR TERMINATION
9.1. Expiry or termination of an Agreement shall not extinguish commission or remuneration legitimately earned before the effective termination date, subject to the agreed refund, reversal and reconciliation provisions.
9.2. A referral validly recorded before termination may remain eligible during the unexpired portion of its original contractual attribution period, provided that all eligibility requirements continue to be satisfied and the applicable Agreement does not expressly provide otherwise.
9.3. Termination shall not restart, extend or create a new attribution period.
9.4. No referral first generated after termination shall qualify for commission under the terminated appointment unless a surviving written provision expressly permits it.
9.5. No continuing entitlement to subsequent customer purchases, additional orders, new partner transactions, renewals or downstream revenue shall arise merely because a customer or Partner was originally introduced during the contractual relationship.
9.6. TAPDX may investigate a referral affected by credible evidence of fraudulent attribution or other material misconduct and may apply the lawful suspension, adjustment or recovery provisions available under the Agreement.
9.7. Legitimately earned and undisputed remuneration shall remain payable under the applicable payment terms. Termination shall not operate as an automatic forfeiture or penalty.
10. FRAUD, MANIPULATION AND ABUSE OF COMMERCIAL PRIVILEGES
10.1. The Partner shall not engage in fraudulent, dishonest or deliberately manipulative activities connected with TAPDX commercial programmes.
10.2. Prohibited conduct includes the creation of fictitious customers, fabricated transactions, false referral claims, misrepresented business identities, duplicate attribution claims, unauthorised self-referrals and deliberate manipulation of referral or commission records.
10.3. The Partner shall not knowingly conceal material facts, alter transaction evidence, misuse customer identities or submit false records to obtain compensation or commercial privileges to which it is not entitled.
10.4. The Partner shall not interfere with commission controls, payment verification, access permissions, transaction records or security mechanisms.
10.5. The Partner shall not appoint unauthorised third parties, promise future commissions, establish downstream remuneration arrangements or represent that TAPDX has approved financial obligations that have not been expressly authorised.
10.6. TAPDX may reject invalid claims, reverse erroneous calculations, investigate suspicious transactions and pursue recovery of amounts improperly obtained in accordance with the relevant Agreement and applicable law.
11. CONFIDENTIALITY AND PROPRIETARY INFORMATION
11.1. The Partner shall protect Confidential Information belonging to TAPDX and shall use such information only to perform its authorised commercial obligations.
11.2. The Partner shall not disclose, reproduce, transfer, exploit or make Confidential Information available to an unauthorised third party.
11.3. Confidential Information includes protected supplier arrangements, internal commercial calculations, pricing methodologies, business strategies, customer records, prospective opportunities, technical documentation, platform configuration, source materials, proprietary methods and non-public contractual arrangements.
11.4. Information shall not be treated as Confidential Information solely by reason of this Policy where the Partner can establish that it became publicly available without breach, was lawfully known before disclosure, was independently developed without misuse of protected information or was lawfully obtained without confidentiality obligations.
11.5. Disclosure required by law or a competent authority shall not constitute a breach, provided that any legally permitted notification and protective steps are taken.
11.6. Confidentiality obligations shall continue following termination for so long as the relevant information remains lawfully protected as confidential.
12. INTELLECTUAL PROPERTY AND BRAND PROTECTION
12.1. All intellectual property owned by TAPDX, including its software, source code, platform, digital journey frameworks, templates, trade marks, designs, proprietary methods and technical documentation, shall remain the property of TAPDX.
12.2. The Partner receives only such limited, non-exclusive and revocable usage rights as are expressly granted under the Agreement.
12.3. The Partner shall not, without appropriate authorisation, reproduce, distribute, sublicense, white-label, commercially exploit, misappropriate or create unauthorised derivative commercial products from protected TAPDX materials.
12.4. The Partner shall not remove proprietary notices, falsely claim ownership of TAPDX intellectual property or use TAPDX branding to imply a relationship or endorsement beyond its authorised status.
12.5. Upon expiry or termination, the Partner shall discontinue use of protected materials and brand assets except to the extent expressly permitted by surviving rights or applicable law.
13. INFORMATION SECURITY AND DATA PROTECTION
13.1. Access to TAPDX accounts, systems, customer records, financial information and operational tools shall be restricted to the permissions necessary for the Partner's authorised activities.
13.2. The Partner shall not share credentials, circumvent access restrictions, attempt unauthorised system access or permit unauthorised parties to use its assigned permissions.
13.3. Personal information shall be processed only for authorised purposes and in accordance with applicable data-protection obligations, including the Protection of Personal Information Act, 2013, where applicable.
13.4. The parties shall record their respective data-processing responsibilities where required by the nature of their commercial arrangement.
13.5. The Partner shall promptly notify TAPDX of a suspected material information-security incident affecting TAPDX information or systems and cooperate in appropriate containment, investigation and remediation activities.
13.6. TAPDX may restrict or revoke affected system permissions where necessary to protect its operations, confidential information, customers or security infrastructure, subject to the relevant Agreement.
13.7. The Partner shall, upon termination or withdrawal of authorisation, return, securely erase or otherwise deal with protected information in accordance with its contractual duties and lawful retention requirements.
14. CONFLICTS OF INTEREST AND IMPROPER INFLUENCE
14.1. The Partner shall disclose any material conflict of interest where such disclosure is required by its Agreement or where the conflict materially compromises the performance of its contractual obligations.
14.2. The Partner shall not use improper financial inducements, coercion, deception or unauthorised representations to influence TAPDX commercial decisions.
14.3. The Partner shall not offer or promise benefits, appointments, payments or commercial privileges in TAPDX's name without approval.
14.4. The Partner shall not knowingly use privileged commercial information to obtain an unauthorised advantage over TAPDX or another participant in its programmes.
14.5. This clause does not restrict legitimate independent commercial relationships or activities that do not breach the Agreement.
15. MONITORING, RECORDS AND COMPLIANCE CONTROLS
15.1. TAPDX may establish and maintain appropriate internal controls to monitor compliance with its commercial arrangements, protect its systems and verify financial entitlements.
15.2. Such controls may include identity verification, commercial-route approval, access permissions, transaction reconciliation, attribution validation, duplicate-payment detection, financial verification, activity records and incident management.
15.3. TAPDX may maintain records of material partner actions, disputes, suspected breaches, supporting evidence, decisions and corrective measures.
15.4. Partner access to monitoring information shall be limited to records relevant to its authorised activities and contractual entitlements.
15.5. Nothing in this Policy creates an unrestricted right to inspect TAPDX internal risk assessments, security procedures, proprietary systems, supplier agreements, unrelated business records or confidential investigation material.
15.6. All monitoring and recordkeeping shall be undertaken in accordance with the applicable contractual and legal requirements.
16. INCIDENT REPORTING AND INVESTIGATION
16.1. TAPDX may initiate a review where it receives a credible complaint, identifies a material discrepancy or obtains evidence reasonably indicating a possible breach of this Policy or an associated Agreement.
16.2. Reported incidents shall be assessed according to their nature, available evidence, potential or actual impact, urgency and relationship to the Partner's contractual obligations.
16.3. TAPDX may distinguish between administrative errors, ordinary commercial disagreements, contractual non-compliance, suspected misconduct and serious integrity or security breaches.
16.4. A commission disagreement, unsuccessful commercial outcome or good-faith complaint shall not, by itself, constitute fraudulent or abusive conduct.
16.5. TAPDX may require relevant transaction records, correspondence or explanations reasonably necessary to assess a suspected breach, subject to the Partner's contractual obligations.
16.6. Investigation records shall identify the alleged conduct, material evidence, actions taken, relevant communications and final determination.
16.7. Where appropriate, TAPDX may notify the Partner of the concern and provide an opportunity to respond before determining the final contractual consequence.
16.8. TAPDX may take urgent protective action before completion of an investigation where credible circumstances indicate a significant risk involving fraud, security, personal information, unauthorised system access or serious interference with business operations.
16.9. An interim protective measure shall not, by itself, constitute a final determination of wrongdoing.
17. CORRECTIVE ACTION AND ENFORCEMENT
17.1. Where a Partner fails to comply with this Policy or its Agreement, TAPDX may exercise the corrective, protective and contractual remedies available to it.
17.2. Depending on the circumstances, TAPDX may issue a written notice, require corrective action, restrict particular permissions, suspend specified activities, withdraw authorisation, terminate the Agreement on applicable grounds or pursue appropriate legal remedies.
17.3. TAPDX may immediately restrict affected system access where continued access creates a credible material security, fraud or operational risk.
17.4. A material breach may justify termination where the Agreement or applicable law permits termination, including where an applicable remedy period has expired without satisfactory correction.
17.5. TAPDX may pursue recovery of substantiated financial losses, improperly obtained payments or other legally recoverable amounts arising from a Partner's breach.
17.6. Where urgent relief is warranted, TAPDX reserves the right to seek appropriate court orders or other remedies to prevent continuing misuse of its confidential information, intellectual property, systems or contractual rights.
17.7. Any disputed commission, refund adjustment, repayment or deduction shall be dealt with under the relevant Agreement and applicable law. TAPDX shall not impose an unsupported automatic financial penalty merely because an allegation has been raised.
18. TERMINATION AND POST-TERMINATION OBLIGATIONS
18.1. The relevant Agreement shall determine the duration, expiry, notice requirements and grounds for termination of the partnership.
18.2. Upon termination, the Partner shall cease representing itself as an active or authorised TAPDX partner and shall discontinue any activity requiring an active appointment.
18.3. TAPDX may revoke partner-specific permissions, credentials, dashboards, referral privileges and other restricted access associated with the terminated commercial role.
18.4. The Partner shall cease unauthorised use of TAPDX branding, confidential information, protected materials and intellectual property.
18.5. The parties shall reconcile outstanding transactions, valid accrued remuneration, refunds, customer obligations and other surviving contractual commitments.
18.6. Termination shall not confer a right to future TAPDX revenue, additional customer orders, subsequent events, downstream commercial relationships or continuing compensation outside an expressly surviving agreement.
18.7. Any surviving lawful rights relating to independently purchased reseller stock, completed orders, customer obligations and legally retained information shall continue in accordance with the applicable Agreement.
18.8. Obligations concerning confidentiality, intellectual property, authorised data handling, accrued payment rights, dispute resolution and remedies shall survive termination to the extent provided by their nature, the Agreement or applicable law.
19. LIABILITY, RECOVERY AND REMEDIES
19.1. Each party remains responsible for its own acts, omissions, representations and contractual obligations.
19.2. A Partner responsible for fraudulent conduct, intentional misconduct, material unauthorised acts or other actionable breaches may be liable for losses and remedies recoverable under the Agreement and applicable law.
19.3. TAPDX may seek appropriate compensation, recovery, injunctive or interdictory relief, enforcement of confidentiality obligations or other remedies available to it.
19.4. No provision shall be interpreted as automatically imposing an unlimited or unquantified financial penalty independent of the relevant contractual and legal basis.
19.5. The exercise of one lawful remedy shall not prevent TAPDX from pursuing another available remedy, provided that duplicate recovery for the same loss is not permitted.
20. DISPUTE RESOLUTION
20.1. A Partner disputing an attribution decision, commission calculation, suspension, termination or other contractual decision shall submit the dispute through the notice or dispute procedure specified in its Agreement.
20.2. TAPDX shall review the relevant transaction records, contractual provisions, evidence and supporting representations before issuing its determination.
20.3. The parties shall endeavour to resolve commercial disputes through direct engagement where practical.
20.4. Nothing in this clause shall prevent TAPDX from taking urgent lawful steps to protect confidential information, intellectual property, systems or business operations where immediate action is necessary.
20.5. The governing law, jurisdiction and any further dispute-resolution procedure shall be as provided in the applicable Agreement.
21. GOVERNANCE, APPROVAL AND INTERNAL ADMINISTRATION
21.1. TAPDX retains responsibility for the administration of its commercial partner programmes and the approval of partner status, permissions, financial arrangements and material exceptions.
21.2. Only duly authorised TAPDX representatives may approve changes to partner authority, remuneration, confidential access, programme eligibility or contractual rights.
21.3. TAPDX may establish confidential internal procedures for risk assessment, incident investigation, financial verification, access management, monitoring, business continuity and contractual enforcement.
21.4. Such internal procedures shall support the implementation of this Policy and shall not independently amend a Partner's contractual remuneration or other agreed rights.
21.5. TAPDX may update its internal operational controls to address new risks, provided that the implementation of such controls complies with the relevant Agreements and applicable law.
22. GENERAL PROVISIONS
22.1. Variation. Any amendment affecting an existing Partner's contractual rights or obligations shall require the amendment process prescribed by the applicable Agreement.
22.2. No Waiver. Failure or delay by TAPDX in exercising a contractual right shall not constitute a waiver of that right unless expressly agreed in writing.
22.3. Severability. If any provision of this Policy is determined to be invalid or unenforceable, the remaining provisions shall continue to apply to the extent legally permissible.
22.4. Notices. Formal notices shall be delivered through the channels and to the addresses prescribed in the applicable Agreement.
22.5. Governing Law. This Policy and its contractual incorporation shall be governed by the laws of the Republic of South Africa.
22.6. Relationship to Other Documents. This Policy shall be read together with the relevant Event Partner Terms, B2B Channel Partner Terms, Referral and Introduction Agreement, applicable commercial schedules, privacy arrangements and other documents expressly incorporated into the Agreement.
22.7. Effective Date. This Policy shall become binding in respect of a particular Partner only from the effective date of its valid contractual incorporation, subject to any expressly agreed transitional arrangements.