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 "Referral 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. Nature and limit of appointment
2.1. This agreement governs only an approved partner’s introduction of prospective BUSINESS customers who buy directly from TAPDX. Individual consumer purchases do not qualify for B2B Refer & Earn commission. The ordinary customer refer-a-friend savings programme is separate from this commercial partner agreement.
2.2. The Referral Partner acts independently and is not a TAPDX employee, agent, franchisee or general reseller; the appointment alone grants no authority to bind TAPDX, issue invoices on its behalf, appoint downstream resellers or provide implementation services.
2.3. An Event Partner distribution arrangement, B2B Channel Partner bulk buying or resale (under the B2B Channel Partner Terms and their Schedule B), or an implementation scope is approved through its own route and shall not be implied from this referral appointment.
2.4. The term "affiliate" in marketing material, where used, describes only an approved referral or introduction mechanism and does not by itself establish a tracking-cookie programme, automatic enrolment, a commission rate, an attribution window or a right to use TAPDX branding.
2.5. Current partner eligibility is limited to South Africa-based people and businesses. The joining flow offers a province selector; applicants outside South Africa may opt into a separate “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. 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. Opportunity registration and prior relationships
3.1. The Partner introduces prospective businesses through an approved tracked referral link or other specifically supported automated attribution mechanism. The first server-recorded opening of the partner link starts the sixty (60) calendar day eligibility window for that business. The system must apply fixed automatic eligibility checks and record the attribution outcome.
3.2. Referral eligibility is determined automatically by the agreed fixed rules: the buyer is recorded as purchasing in a genuine business capacity, not an individual consumer; the business is not an existing TAPDX customer or active opportunity; the purchase is not already attributed to another partner; and the first qualifying TAPDX direct order is paid within 60 calendar days of first server-recorded opening. A failed check, attribution conflict between partners or suspected abuse is referred for owner review; routine referrals do not require manual business-by-business acceptance.
3.3. The referral tracking record and qualifying business checkout information determine attribution. A partner code at checkout, if introduced, must follow the same eligibility and duplicate controls and must not overwrite a valid earlier attribution merely because the purchaser changes device.
3.4. The Partner must present eligible opportunities accurately and use information lawfully. A lead list, unrelated consumer click, anonymous page visit or unsupported assertion of an introduction does not create commission.
5. Eligibility and commission calculation
5.1. The approved business-only referral rate is 10% of eligible net consideration actually received from the first qualifying direct order placed and paid by a business within 60 days of that business’s first server-recorded opening of the partner referral link; the route and permitted products must be in the signed schedule.
5.2. The standard 10% first-business-order rate requires the accepted partner agreement and commercial schedule. No consumer purchase, another partner’s existing lead, wholesale order purchased by the partner, later repeat order or unverified transaction earns commission.
5.3. Eligible consideration is the relevant amount TAPDX actually receives after any approved customer discount, excluding pass-through delivery charges, refunds, reversals and transactions or services excluded by the accepted schedule. No arbitrary tax-charge or deduction field is created by this formula; each partner remains responsible for its own applicable tax obligations.
5.4. A customer receiving an approved discount does not by itself disqualify a properly attributed referral; commission is calculated on the reduced eligible amount actually collected, where the schedule so provides.
5.5. No commission arises on the Partner's own discounted purchase, on a customer invoiced under the Partner's own resale contract, on sponsorship funding merely because it finances an event, or on an unrelated TAPDX customer transaction.
5.6. There shall be no duplicate commission, double attribution or combination of commission and wholesale discount earned by the Partner on the same purchase except for an express signed exception.
6. Payment, invoice and tax requirements
6.1. Commission becomes due only after the qualifying customer's relevant funds have cleared, eligibility has been verified and adjustments arising from any cancellation or reversal have been accounted for.
6.2. 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.
6.2A. 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.
6.3. Each Partner remains responsible for its own applicable tax, record-keeping and lawful invoicing obligations. TAPDX shall not make an unsupported declaration that tax law never applies to a transaction.
6.4. If a transaction is subsequently refunded, reversed or charged back, the corresponding commission may be withheld, recalculated, reversed or lawfully recovered without creating an unauthorised additional penalty.
7. Repeat orders, future events and subscription revenue
7.1. No commission is earned automatically on a customer's repeat order, subsequent event, renewal, subscription or independently sourced future transaction.
7.2. Any right to a defined future period of commission must be expressly granted in the signed schedule, with an attribution period, eligible product or service, payment basis, exclusions and termination treatment.
7.3. An introduction gives no property right, permanent account exclusivity or unrestricted right to monitor a customer beyond the agreed data access.
7.4. An Event Partner may separately activate an approved Refer & Earn authorisation from the date its business-only referral schedule is accepted; completion of its first event is not a prerequisite. Each eligible business introduction is governed by the distinct Refer & Earn rules and cannot earn duplicate compensation on the same transaction.
7.5. Unless a completed signed Commercial Schedule expressly provides otherwise, only the first eligible direct customer order within the accepted attribution period shall qualify for commission. Further orders, renewals and subscriptions remain outside the default scope.
8. Partner conduct and approved marketing
8.1. The Partner shall describe TAPDX products and services accurately, make no unsupported sales or performance representation, and disclose its commercial role where legally required.
8.2. The Partner shall use approved marketing materials, respect TAPDX brand and intellectual property rights and shall not represent itself as a certified or exclusive reseller absent an express appointment.
8.3. The Partner shall not issue unsolicited electronic communications or transfer prospect personal information without an appropriate lawful basis and applicable notices under POPIA.
8.4. The Partner shall not pressure a prospect to provide consent or represent a tap, website visit or interest expression as verified paid business.
9. TAPDX sales and customer relationship
9.1. Routine partner attribution, first-visit timestamps and business-only eligibility are decided automatically under the fixed rules in section 3. TAPDX retains authority to quote, accept or refuse a direct customer order and its technical scope; only an attribution dispute, failed check or suspected misuse is escalated to owner review. Ordinary introduction eligibility is not subject to ad hoc manual acceptance.
9.2. Where TAPDX contracts directly with the referred customer, TAPDX is the supplier under that direct customer agreement and shall process the sale, refund, lawful performance obligation and other customer rights accordingly.
9.3. The Partner has no authority to change a customer agreement or require TAPDX to accept a commercially unsustainable or technically infeasible order.
9.4. The Partner shall not receive unrestricted access to the referred customer's personal information, other TAPDX accounts or internal customer records.
10. Records, attribution and audit limits
10.1. TAPDX shall keep appropriate records of accepted referral IDs, associated qualifying orders, cleared amounts, applicable exclusions, commission rates, payment dates and adjustments.
10.2. The Partner may request a reasonable statement of its accepted referrals and commission calculations, subject to confidentiality, privacy and proportionality.
10.3. No inspection right extends automatically to private supplier quotations, internal margin calculations, unrelated customers or another Partner's records.
10.4. An unverified transaction, unpaid order, demonstrative sale or unsubstantiated referral shall not be counted as eligible earned commission.
11. Confidentiality and intellectual property
11.1. Each party shall protect non-public business, financial, technical, customer and referral information received from the other and use it solely for performance of the agreed programme.
11.2. TAPDX retains its proprietary technology, methods, visual assets, trademarks, templates and platform intellectual property. The Partner receives only a limited right to use approved materials for the authorised referral work.
11.3. Confidentiality obligations survive termination as long as the information lawfully remains confidential, subject to disclosure required by law.
12. Personal information and POPIA
12.1. Each party shall fulfil the processing obligations applicable to its role under POPIA, including transparency, lawful basis, security and accurate recipient disclosure.
12.2. A referral attribution record does not constitute general consent to marketing. Neither party shall transfer a bulk prospect list or unrelated personal information merely to establish commission.
12.3. Where one party acts as an operator for the other, a suitable written processing agreement shall be executed before that processing commences.
12.4. Records of eligible commissions shall be limited to the amounts and identifiers needed for lawful reconciliation rather than unrestricted customer behavioural data.
13. Term, suspension and termination
13.1. The referral arrangement has the start and end dates specified in the accepted Referral Commercial Schedule and may be terminated under the agreed notice or breach provisions.
13.2. TAPDX may reasonably suspend unauthorised claims, brand use, customer contact or system access where needed to address a material fraud, safety, data protection or legal compliance risk, subject to law.
13.3. Termination shall not extinguish eligible commission already earned under this agreement; the treatment of registered but unpaid opportunities shall be determined by the expressly agreed attribution and surviving payment provisions.
13.4. No future residual or trailing commission arises merely because the Partner introduced a customer before termination.
14. Liability, dispute resolution and governing law
14.1. Each party remains accountable for its own acts, omissions and contractual duties, and no provision excludes a non-excludable legal liability or statutory remedy.
14.2. The parties shall attempt a good-faith resolution of a written dispute before commencing ordinary proceedings where practical, without waiving urgent relief or mandatory rights.
14.3. The laws of South Africa govern this agreement. Changes to accepted terms must be recorded in writing and lawfully agreed by authorised representatives.
14.4. If a provision is unenforceable, the remaining clauses shall continue to apply to the lawful extent.
15. Entire agreement, hierarchy and notices
15.1. This agreement and its signed Referral Commercial Schedule govern the defined referral route only; any Event Partner, B2B Channel Partner (including resale) or other service approval is independent unless an express cross-reference says otherwise.
15.2. A later website update or general policy change shall not by itself amend an accrued commission entitlement or accepted customer quotation.
15.3. Formal TAPDX referral notices may be sent to iconic.connex25@gmail.com, with any Partner notice details recorded in the Schedule.
Schedule A — Referral Commercial Particulars and Acceptance
A.1 Referral Partner legal name, registration number, representative and contact: (filled in with you, in your own partner schedule).
A.2 Referral programme commencement and termination date, region, permitted prospect segment and eligible products/services: (filled in with you, in your own partner schedule).
A.3 Approved business-only first-order commission is 10% of eligible net amount actually received from the qualifying direct customer transaction. Other remuneration requires a separately signed exception.
A.4 Qualifying revenue calculation, discount treatment, delivery and other exclusions; no stacking on the Partner's own wholesale purchase: (filled in with you, in your own partner schedule).
A.5 Eligibility: server-recorded first opening of partner link starts the 60-day clock; business buyer captured in checkout; exclude individual consumers, existing TAPDX businesses, active opportunities, duplicates and already-attributed buyers; routine checks automated, disputed/failed exceptions reviewed: (filled in with you, in your own partner schedule).
A.6 Whether any repeat order, organiser introduction, later event, renewal or subscription is expressly eligible; if so, exact period and eligible lines; otherwise NONE: (filled in with you, in your own partner schedule).
A.7 Payment by EFT on 25th or preceding business day for eligible cleared prior-month receipts; statement and payout notification exclusively in the partner dashboard; normal bank reflection 1–3 working days; bank confirmation letter before first payout and on account change; TAPDX pays sending-bank charge.
A.8 Written scope of permitted product descriptions, quotation authority limitations, brand licence, access permissions and privacy duties: (filled in with you, in your own partner schedule).
A.9 Existing agreement dated 29 October 2026: exact supersession or amendment language must be completed after comparing its full text and any accrued rights. No silent extinguishment of an existing entitlement.
A.10 Authorised signatures, designation and date for TAPDX and Referral Partner. (filled in with you, in your own partner schedule).
Schedule B — Affiliate and Co-marketing Controls (only if implemented)
B.1 This Schedule applies only if an actual affiliate link, tracking-code or co-marketing programme has been authorised and tested. General referral appointment does not activate this Schedule.
B.2 Identify specific approved code or identifier, attribution event, permitted tracking method, attribution window and verification source: (filled in with you, in your own partner schedule).
B.3 Identify the approved compensation rate, eligible direct purchases, prohibited self-referrals, refunds and duplicate-credit safeguards: (filled in with you, in your own partner schedule).
B.4 Identify required electronic marketing notice/consent controls, disclosure of commercial relationship, permitted media and approved copy: (filled in with you, in your own partner schedule).
B.5 Identify campaign expiry, reporting detail, data retention, access controls and signatures: (filled in with you, in your own partner schedule).