Reseller Programme — Terms & Conditions

These terms govern your participation in the Oríki Studio Reseller Programme and your use of the reseller portal at orikistudio.com/store/resellers. By registering, ticking the acceptance box, or placing a reseller order, you ("the Reseller", "you") agree to these terms. If you are accepting on behalf of a business, you confirm you are authorised to bind it.

1.Definitions

"Products" means the goods listed in the Oríki Studio online store. "Reseller Price" means the retail price less your applicable tier discount. "Tier" means your discount level (Bronze, Silver, Gold, Platinum). "Portal" means the reseller area of the store. "End Customer" means a person or business to whom you resell Products. "Marketplace" means any third-party online sales platform (including, without limitation, Takealot, Amazon, Bob Shop, Makro Marketplace, Facebook Marketplace). "Trade Pricing" means your Reseller Prices, tier discounts, and any non-public pricing information made available to you.

2.Eligibility, registration & account integrity

• You may register as a Company, Sole Proprietor, or Individual. You must be 18 or older and, where applicable, lawfully carrying on business in South Africa.
• You must provide accurate, current and complete information and upload a valid verification document (a CIPC registration certificate for companies, or a South African ID document for sole proprietors and individuals).
• One account per legal entity or person. Duplicate, shared, or pooled accounts (including accounts created to aggregate spend across separate businesses) are prohibited and may be merged, suspended, or terminated.
• Your account, tier, and discounts are personal to you and may not be sold, ceded, shared, or transferred.
• We may decline, suspend, or cancel any registration at our discretion, including where verification fails or information is found to be false.
• You are responsible for keeping your login credentials confidential and for all activity under your account. Notify us immediately of any suspected unauthorised access.

3.Verification & re-verification

• We use automated document reading to verify that your uploaded document is legible and to capture your business or identity details. Approval may be automatic once verification succeeds.
• We may additionally verify your registration status (e.g. with CIPC) at any time, and may re-verify your account periodically or on reasonable suspicion — including requesting updated documents or reasonable evidence of genuine resale activity (e.g. that you market or supply Products to End Customers).
• Failure to complete re-verification within a reasonable period may result in suspension until resolved.
• You warrant that all documents and information you submit are genuine and lawfully yours to provide.

4.Tiers & discounts

• All Resellers start on Bronze (10% off retail).
• Tiers adjust automatically based on your trailing 12-month qualifying spend: Silver (15%) from R250,000, Gold (18%) from R750,000, Platinum (20%, or a custom rate we agree with you) from R1,500,000.
• Because tiers are based on a rolling window, your tier may decrease as well as increase if your qualifying spend falls below a threshold.
• "Qualifying spend" means amounts actually paid for completed orders, excluding VAT, delivery, refunded amounts, and cancelled orders. We may reverse tier progress attributable to refunded or fraudulent orders.
• We may adjust your tier manually at our discretion, and may change tier thresholds or discount percentages on reasonable notice.
• Discounts apply only to orders placed through your logged-in reseller account and are not transferable or redeemable for cash.

5.Pricing & discount application

• Your Reseller Price is the prevailing retail price less your tier discount, applied to both product and branding charges. Prices shown exclude VAT unless stated; VAT is added where applicable.
• No stacking. Tier discounts cannot be combined with promotional codes, sale or campaign pricing, or any other discount or offer. Where a promotion would otherwise apply, the greater of the promotion or your tier discount is applied — not both.
• Exclusions. We may designate certain Products, categories, or clearance lines as excluded from tier discounts. Exclusions will be visible at the product or checkout level.
• Prices are subject to change and depend on supplier pricing and stock. The price applied is the price calculated by us at the time your order is placed and paid.
• Pricing displayed for higher tiers is indicative and for information only; it does not entitle you to that price until you qualify for that tier.
• Obvious errors. Where a price is manifestly incorrect (e.g. a system or supplier feed error), we may cancel the affected order and refund amounts paid.

6.Orders, payment & chargebacks

• All reseller orders are paid upfront via our payment gateway (PayFast). We do not offer credit or payment terms under these terms.
• Minimum order quantities (MOQ) apply per product and are enforced at checkout.
• An order is only accepted once payment is confirmed. We may decline or cancel an order (with a refund of amounts paid) where a Product is unavailable, mispriced, or where we reasonably suspect misuse or fraud.
• Chargebacks. If you initiate a chargeback or payment reversal on a valid order without first following the dispute process in section 21, we may suspend your account, recover the disputed amount plus reasonable administration costs, and report the conduct to the payment provider.
• You are responsible for any taxes, duties or charges arising from your resale to End Customers, and warrant that you are tax-compliant in respect of your resale activities.

7.Branding, artwork & cancellation

• Where you order branded Products, you must supply artwork meeting our specifications and approve any proofs. Production timelines run from artwork approval.
• You warrant that you own or are licensed to use all artwork, logos, and content you submit, and that they do not infringe any third party's rights or any law.
• We are not liable for errors in artwork you approved, or for delays caused by late or non-compliant artwork.
• Cancellation. Custom-branded orders cannot be cancelled or changed once artwork is approved and production has begun. Unbranded orders may be cancelled before dispatch, subject to a reasonable handling fee where costs have been incurred.

8.Fulfilment, delivery & risk

• We fulfil orders on your behalf; you are not required to hold stock. Lead times are estimates, not guarantees, and depend on supplier stock and branding.
• Stock availability is sourced from third-party supplier feeds and may change between browsing and checkout; the confirmed order governs.
• Risk in Products passes on delivery to you or your nominated address/End Customer. Ownership passes once we have received full payment.
• Delivery is to addresses within South Africa unless otherwise agreed.

9.Returns & defects

Defective or incorrect Products must be reported within 7 days of delivery with supporting evidence. Your rights under the Consumer Protection Act and applicable law are not limited by these terms where they apply. Custom-branded Products produced to your approved artwork are not returnable except where defective. Approved returns are refunded to the original payment method.

10.Reseller conduct & resale restrictions

• You buy Products for genuine resale and not for personal consumption at trade prices or any unlawful purpose.
• Independent business. You set your own resale prices to End Customers and deal with them in your own name and on your own account. Nothing in these terms fixes, recommends as binding, or restricts your resale prices. Your relationship with us is that of an independent contractor — not a partnership, agency, franchise, or employment.
• No misrepresentation. You will not claim to be Oríki Studio, our agent, employee, exclusive distributor, or "official" anything beyond an independent reseller; you will not make warranties or commitments on our behalf.
• Marketplaces. You may not list Products on any Marketplace using our name, product photography, or listings content without our prior written consent. Where consent is given, your listings must comply with section 11 and must not misrepresent the Products.
• Advertising standards. Your marketing of the Products must be lawful, accurate, and must not be misleading, disparaging of Oríki Studio or its suppliers, or in breach of advertising or consumer-protection rules.
• Compliance. You will comply with all applicable laws in your dealings with End Customers — including consumer-protection, data-protection, tax, and anti-bribery/anti-corruption laws — and will not use the programme in connection with money laundering or sanctioned parties.

11.Brand assets & intellectual property

• We grant you a limited, non-exclusive, non-transferable, revocable licence to use the product images, price lists, and marketing assets we provide, solely to market and resell the Products while you are an active Reseller.
• Product photography and descriptions may be owned by our suppliers and are licensed for marketing the Products only; you may not use them for any other goods or purpose.
• You may not alter our branding, remove watermarks or notices, misrepresent the Products, or use our name or marks except as expressly permitted.
• No registrations. You may not register or attempt to register any trademark, company name, domain name, or social-media handle incorporating "Oríki", "Oriki Studio", or anything confusingly similar.
• All goodwill from permitted use of our marks accrues to us. This licence ends automatically on suspension or termination of your account, after which you must stop using and delete the assets.

12.API access

• API access to the reseller catalogue is available to all active Resellers, from Bronze tier.
• API keys are issued to your account, are confidential, and are non-transferable. You are responsible for keeping keys secure and for all use made with them; notify us immediately of any compromise.
• We may rate-limit, rotate, suspend, or revoke keys at any time, including for fair-use reasons.
• Fair use. You must not use the API to scrape or bulk-extract our catalogue for purposes other than your own resale activity, resell or sublicense our data or Trade Pricing, build a competing catalogue or pricing service, or place undue load on our systems.
• Catalogue data accessed via the API remains our (or our suppliers') property and is licensed to you on the same basis as section 11.

13.Dormant accounts

If your account has no qualifying orders for 12 consecutive months, we may mark it dormant. Dormant accounts may be required to complete re-verification (section 3) before ordering again, revert to Bronze, and — after reasonable notice — be deactivated. Deactivation does not delete your statutory records (section 16).

14.Suspension & termination

• We may suspend or terminate your account (which blocks both login and ordering), or flag it for review, where you breach these terms, fail verification or re-verification, or where we reasonably suspect fraud or misuse.
• Where practical and appropriate, we will give you notice and a reasonable opportunity to remedy a remediable breach before termination; we may suspend immediately pending investigation.
• You may close your account at any time by contacting us.
• Termination does not affect orders already accepted and paid, or rights and obligations accrued before termination. Sections intended to survive (including 11, 16, 17, 18, 19, 20, 21, 22, 24) survive termination.

15.Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including supplier failure or shortage, strikes, load-shedding or utility failure, internet or payment-gateway outages, fire, flood, pandemic, civil unrest, or acts of government. Obligations are suspended for the duration of the event; if it continues for more than 30 days, either party may cancel affected orders, in which case we will refund amounts paid for unfulfilled Products. Payment obligations for delivered Products are not excused.

16.Data protection (POPIA)

• We process your personal and business information in line with the Protection of Personal Information Act, 2013 (POPIA) and our Privacy Policy.
• By registering, you consent to us collecting and processing your business documents and identity information (including, for sole proprietors and individuals, your ID number) for the purposes of verification, account management, and fraud prevention. Identity numbers are stored in encrypted form.
• We retain verification and transaction records for as long as your account is active and thereafter as required by law (including tax and company-records legislation), then securely delete or anonymise them.
• You may request access to, or correction of, your information, object to processing, or lodge a complaint with the Information Regulator, via the contact details below.
• Where you provide us with any personal information of your End Customers (e.g. delivery details), you warrant you are lawfully entitled to share it and we will process it only to fulfil the relevant order.

17.Electronic communications & acceptance

In accordance with the Electronic Communications and Transactions Act, 2002 (ECTA): these terms may be concluded electronically; ticking the acceptance box or using the Portal constitutes your electronic signature and acceptance; and we may send notices, invoices, statements, and other communications to the email address on your account, which you must keep current. Data messages sent to that address are deemed received when our system records transmission.

18.Warranties & limitation of liability

• Products carry the warranties (if any) provided by the original supplier/manufacturer. To the extent permitted by law, we exclude all other warranties.
• To the maximum extent permitted by law, we are not liable for indirect, incidental, or consequential loss, loss of profit, or loss of business, arising from the programme or any order — including loss arising from your commitments to End Customers based on estimated lead times or indicative stock.
• Our total liability arising from any order is limited to the amount you paid for that order; our total aggregate liability under the programme in any 12-month period is limited to the amounts you paid us in that period.
• Nothing in these terms excludes liability that cannot lawfully be excluded (including under the Consumer Protection Act where it applies, or for fraud or gross negligence).

19.Indemnity

You indemnify and hold us harmless against claims, losses, and costs (including reasonable legal costs) arising from your resale of Products, your dealings with End Customers, your artwork or content, your Marketplace listings, your breach of these terms or any law, or unauthorised use of your account or API keys not caused by us.

20.Confidentiality

Trade Pricing, tier terms, API documentation, and any non-public information we share with you are confidential. You may not disclose them to third parties except to your employees and advisers who need them to resell the Products (and who are bound to confidentiality), or as required by law. In particular, you may not publish or disclose Trade Pricing to End Customers or competitors. This obligation survives termination.

21.Dispute resolution

• Step 1 — talk to us. Raise any dispute in writing to the contact in section 25; the parties will attempt in good faith to resolve it within 14 days.
• Step 2 — mediation/arbitration. Failing resolution, the dispute will be referred to arbitration administered by the Arbitration Foundation of Southern Africa (AFSA) under its rules, by a single arbitrator, held in Johannesburg, in English. The award is final and binding.
• Nothing prevents either party from seeking urgent or interim relief from a competent court, or us from recovering undisputed amounts.
• This clause survives termination.

22.Notices & domicilium

• We choose as our domicilium citandi et executandi: Office Block B, Ground Floor, Capital Park, Central Lane, Steyn City, Riverglen, Johannesburg, 2191, and for electronic notices: admin@orikistudio.com.
• You choose the physical/business address and email address on your reseller account as your domicilium. You must keep these current via the Portal.
• Notices are deemed received: on delivery, if hand-delivered; on the 7th business day after posting, if posted; and on transmission (absent a bounce), if emailed during business hours.

23.Changes to these terms

We may update these terms from time to time. We will post the updated version in the Portal and, where changes are material, give at least 14 days' notice by email. Your continued use of the programme after changes take effect constitutes acceptance; if you do not accept, you may close your account before the effective date.

24.General & governing law

• These terms are governed by the laws of the Republic of South Africa, and (subject to section 21) the South African courts have jurisdiction.
• Entire agreement. These terms, the Privacy Policy, and the store terms referenced at checkout constitute the entire agreement for the programme and supersede prior representations. No variation is binding unless recorded in the Portal or in writing by us.
• If any provision is found unenforceable, the rest remains in force. Our failure to enforce a term is not a waiver of it.
• You may not cede, assign, or delegate your rights or obligations without our written consent; we may cede or assign to a successor of our business on notice to you.
• In the event of conflict between these terms and the general store terms, these terms prevail for reseller matters.

25.Contact

Questions about these terms or your account: admin@orikistudio.com · 010 142 0340.