Brand Terms of Service

Last updated: September 10, 2024

Brand Terms and Conditions

Please read these terms and conditions carefully before using Our Service.


Overview and Acceptance of Use

Welcome to Hivve Wholesale (Pty) Ltd, the B2B E-Commerce Marketplace in South Africa. Thank you for your interest in becoming a brand on Hivve, an online platform connecting local brands with local retailers in South Africa through its website (the "Site"). In these Terms of Service ("Terms"), the terms "We," "Us," "Our," and "Hivve" refer to Hivve Wholesale Pty (Ltd), a private company registered in South Africa with registration number 2023/174230/07, located in Midrand, South Africa. The terms "You" and "Your" refer to any visitor to the Site or Application and any user of the Services, including any member (as defined below).

Please carefully read these Brand Terms, Our Privacy Policy, and the General Terms of Service. These documents govern Your access to and use of the Services. The Services are available to users who are 18 years or older. By using the Services, You represent and warrant that You are legally eligible to enter into a binding contract with Hivve and meet the age eligibility requirement. If You do not meet these requirements, You must not access or use the Services. If You are agreeing to these Terms on behalf of a company or legal entity, You represent and warrant that You have the authority to bind that entity to these Terms, and in such case, "You" and "Your" will refer to that entity.

By confirming these Terms of Service when registering, You agree to be bound by these Terms and all other terms and policies referenced herein. If You do not agree, You have no right to access or use the Services. If You are using the Services on behalf of an entity, You represent and warrant that You are authorized to accept these Terms on the entity's behalf, and that the entity agrees to indemnify You and [Your Company Name] for violations of these Terms.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

"Collective Content" Hivve Content and Member Content.

Country refers to: South Africa

Content means text, graphics, images, music, software (excluding the Application), audio, video, information, or other materials.

Member means a business entity or individual that completes the account registration process on Hivve ("Member").

Member Content means Content that a Member posts, uploads, publishes, submits, or transmits to Hivve to be made available through the Services.

Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Hivve Wholesale (Pty) Ltd (trading as Hivve), Midrand, South Africa.

Brand means a seller who offers to sell and/or sells its products to Retailers through the Services. The term “Brand” also includes “Distributor” as defined below.

Distributor means a seller who offers to sell and/or sells a third party brand’s products to Retailers on the Services under express, valid and continuous authorization from such third party brand.

Retailer means a buyer who purchases products through the Services for the purpose of resale.

Hivve Content Content provided by Hivve through the Services, including any Content licensed from a third party but excluding Member Content.

Service refers to the Website.

Terms and Conditions (also referred as "Terms") mean these General Terms and Conditions as well as the Retailer or Brand Terms and Conditions (depending on whether you are joining as a retailer or a brand) that form the entire agreement between You and the Company regarding the use of the Service.

Website refers to Hivve, accessible from www.hivve.co.za

You means the individual (whether a registered user or not) accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.


General

The terms and conditions set out below apply to your use of the Website and Our Services.
Your use of the Website and Our Services is conditional upon your acceptance of and compliance with the General Terms of Use, Brand Terms of Use and any other terms, conditions, notices or disclaimers communicated to you via the Website, email or any other method deemed appropriate from time to time. Before using the Website or Our Services, please read and ensure you fully understand the Terms of Use.
Prior to registering with Us, you must accept the Terms of Use. We will treat your use of the Website or Our Services as acceptance of the Terms of Use. If you do not agree to the Terms of Use, then you should not visit the Website or use Our Services.

Account Registration – Brand Account

Brand Account Application. In order to offer your products through the Hivve platform as a Brand, you must submit an application to be recognized as a brand and gain approval from Hivve for an account ("Brand Account"). This process is outlined further in the General Terms. By agreeing to these Brand Terms and providing the necessary information, including any required documentation confirming product compliance, safety, and relevant licenses and registrations (e.g., for alcohol products), and if you are a Distributor, providing evidence of your authorization to distribute products from third-party brands on the platform, you grant Hivve and its affiliates the authority to accept orders placed by Retailers for the sale of your Brand's products. This authorization also extends to any third-party brands whose products you seek to distribute on the Hivve platform. Hivve will make diligent efforts to review your application to become a Brand as promptly as possible. It's important to note that Hivve can only onboard a limited number of Brands at any given time, and your acceptance as a Brand is not guaranteed. By proceeding, you release Hivve from any liability associated with the acceptance process.
Distributors. If your intention is to distribute products from third-party brands on the Hivve platform, you are required to obtain explicit written consent from the relevant third-party brand. This consent should encompass all relevant details about the third-party brand, including their brand name, the products intended for sale, and pertinent contact information. Hivve necessitates this information for legal and quality assurance purposes. As a Distributor, you acknowledge and agree that a third-party brand may, at its discretion, opt to list its products directly on the Hivve platform, resulting in the removal of the relevant products from your distributor listing.

Onboarding

Shop Page Creation. Each Brand is granted a dedicated store page on the Hivve platform, showcasing its range of products along with comprehensive descriptions and relevant details ("Shop Page"). Hivve will be responsible for creating and designing your Shop Page based on the information you provide. However, in cases where self-onboarding features are available, you may choose to manage this process yourself. You agree that Hivve reserves the right to make necessary adjustments, edits, or removals of the content you submit to ensure compliance with Hivve's internal specifications and requirements. The final look and feel of your Shop Page will also be subject to Hivve's approval, exercised at its sole discretion. To initiate the creation of your Shop Page, you must provide a line sheet, high-resolution product and lifestyle photography as per Hivve's photography guidelines, and specify your minimum order quantity, all of which are further described below. Additional information may be requested by Hivve as needed, and once your Shop Page is ready, an activation email will be sent to you.
Product Submission. As a part of the onboarding process, you are obligated to provide Hivve with a your wholesale product catalog. Each product should include the following information: (i) product name; (ii) product variations; (iii) product dimensions; (iv) wholesale price (including VAT if you are a registered VAT vendor); (vi) retail price; (vii) product descriptions; and (viii) the status of products as active or inactive. Products should adhere to Hivve's Product Guidelines.
High-Resolution Photography. It is a requirement to furnish Hivve with high-resolution photographs of your products in accordance with Hivve's photography guidelines. Any photographs that could reasonably be considered inappropriate or in violation of guidelines, including those that are objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise unsuitable, are strictly prohibited. You should submit all photographs following Hivve's instructions, and Hivve will select the best quality and most suitable images for your Shop Page. Hivve retains the right to reject content that does not comply with its guidelines or these Brand Terms.
Order Minimums. You have the option to establish minimum order quantities for your products.
Shipping Lead Time. You must specify the typical shipping lead time, which should accurately represent your actual lead times and should be diligently met. Hivve reserves the right to adjust the shipping lead time based on historical performance data. The lead time you set will be displayed on your Shop Page, providing crucial information for Retailers who rely on it when making purchases. You must also enter an expected shipping date once orders are placed. Any adjustments to the lead time can be made within your Brand Account settings.
Product dimensions. You must provide accurate product dimension and weight information that reflects the actual dimensions of your products, and this information should be consistently maintained. This dimension information provides crucial information for Hivve to predict Shipping requirements and costs for orders recieved by your brand. Hivve reserves the right to verify and update product dimensions, and/or our shipping cost predictions based on historical data and compliance with our standards. If necessary, any adjustments to product dimensions can be made within your Brand Account settings.

Content License

In connection with your utilization of the Services, you hereby grant Hivve a worldwide, perpetual, non-exclusive, transferable, sublicensable, and royalty-free license to use, view, copy, adapt, modify, distribute, publicly display, and publicly perform your Content on, through, or via the Services, as well as for any of Hivve's advertising, marketing, promotional initiatives, and events. It's important to note that Hivve does not assert any ownership rights over your Content, and these Brand Terms do not limit any rights you may have to use and exploit your Content. You also agree that Hivve may, at its discretion, provide Retailers with a limited, royalty-free, and revocable sublicense to use your Content on their websites for the sole purpose of promoting products purchased from you through the Services.
Representations and Warranties You acknowledge and affirm that you bear full responsibility for all Content you make available through the Services. Therefore, you represent and warrant that: You either exclusively own the Content you share through the Services, or you possess all the necessary rights, licenses, consents, and releases required to grant Hivve the rights to use your Content as specified in these Terms. This includes securing all the rights, licenses, consents, and releases from relevant third-party brands if you are a Distributor. Your Content, and your posting, uploading, publication, submission, or transmittal of the Content, as well as Hivve's or a Retailer's use of the Content (or any part of it) through the Services or on social media platforms, will not infringe upon, misappropriate, or violate any third party's patent, copyright, trademark, trade secret, moral rights, or any other intellectual property rights. It will also not breach rights of publicity or privacy, contain false, misleading, libelous, deceptive, or otherwise unlawful material, nor include any computer virus or malware that could disrupt the operation of the Services, or lead to violations of applicable laws or regulations. You agree not to use a fictitious email address, assume another person's identity, or engage in any form of deception towards Hivve or third parties regarding the source of any posts. You bear full responsibility for the Content you provide and its accuracy. Hivve assumes no responsibility and disclaims any liability for any Content posted or made available by you. Moreover, you agree to indemnify Hivve in accordance with the terms outlined in the Indemnification section provided herein.

Product Listing and Compliance

Product Listing. Hivve requires every Brand to maintain an extensive wholesale catalog unless otherwise explicitly agreed upon in writing with Hivve. Each product should be accompanied by a detailed description. Hivve retains the authority to accept or reject any products, and the ultimate content of the Shop Page is subject to Hivve's discretion. Brands must ensure that their available products consistently adhere to Hivve's Product Guidelines concerning prohibited items.
Product and Content Compliance: All products made accessible through Hivve, along with their accompanying content, must align with Hivve's Product Guidelines, accessible here. By utilizing our platform, you confirm your commitment to the following: (i) Compliance with Hivve's Product Guidelines, refraining from offering any products that are categorized as prohibited as outlined in the guidelines. (ii) Adherence to all relevant laws, rules, and regulations, including those governing safety, labeling, testing, warnings, import/export, and consumer protection. (iii) Avoiding any infringement or misappropriation of intellectual property, publicity, or other rights held by third parties. (iv) Providing accurate, truthful, and non-misleading information about your products. (v) Ensuring you possess all the necessary rights, licenses, permissions, and consents to offer your products for sale through Hivve. This includes confirming that they are allowed to be sold from your jurisdiction into the Retailer's jurisdiction. If you are a Distributor, you must also confirm that you have proper authorization from the relevant third-party brand(s).
You understand and agree that Hivve does not assume responsibility for verifying your compliance with the above requirements. By using our platform, you release Hivve from any associated liability and commit to indemnify Hivve in accordance with the terms set forth in the Indemnification section below. Failure to adhere to Hivve's Product Guidelines may result in the temporary suspension or permanent termination of your Brand Account, at our sole discretion. It's important to note that regarding alcohol products, Hivve bears no liability for export or import activities and is not a contractual party in the sale of such products to Retailers.

Product Pricing

Price Uniformity: You recognize and consent to the stipulation that the prices exhibited on your Shop Page must not exceed the wholesale prices you make available through all other wholesale distribution channels in South Africa. The product prices showcased on your Shop Page will be presented inclusive of VAT if you are a registered VAT vendor.
Price Evaluations: You also acknowledge and agree that Hivve may engage in regular assessments of pricing and content associated with the products featured on your Shop Page. This encompasses the examination of pricing consistency, both at the wholesale and retail levels, across your different platforms, and the identification of any discrepancies reported by Retailers. In cases where such discrepancies are identified, Hivve may initiate contact with you and request specific actions to rectify the matter. Failure to respond appropriately and in a timely manner to these discrepancies may lead Hivve to exercise its prerogative to temporarily suspend or permanently terminate your Brand Account.

Product Guidelines

Product Compliance It is your responsibility to ensure that all products and related content that you make available on Hivve meets our Product Guidelines. We reserve the right to update these Product Guidelines from time to time, so please check back periodically for changes.
Prohibited Items The following items are prohibited from being sold on Hivve:
You acknowledge that You are responsible for being familiar with and complying with all applicable laws, rules and regulations relevant to the products You make available on Hivve.
If you breach any of these Product Guidelines, Hivve has the right to deactivate your products, temporarily suspend or permanently terminate your accounts, in its sole discretion and without prior notice to you.

Product Returns

When products returned by a retailer are in perfect condition, Hivve assumes the responsibility for this return, not the Brand. Hivve has the option to promote and distribute any returned products through various redistribution channels. Retailers have the opportunity to purchase these returned products without needing to meet the Brand's minimum order requirements. It's important to acknowledge and agree that Hivve may promote and redistribute such products under your brand name through these channels and other means. If you prefer your returned products not to be resold or redistributed by Hivve, you have the option to participate in our Buy-Back Program, where available and based on reasonable discretion. However, if a product is returned due to defects or failing to meet the specified description, Hivve reserves the right to deduct payouts for items reported as damaged or missing. You have the right to dispute the charge with Hivve, but we reserve the right to reject any dispute or claim created by you about the charge.

Commissions/Fees

Acceptance of Terms: By agreeing to these Brand Terms, you openly acknowledge and consent to the commissions, fees, calculations, and payout schedules outlined below. You hereby grant permission to Hivve and/or any payment processor engaged by Hivve to deduct all commissions and fees owed to Hivve from any amounts due to you. If you are a Distributor, you also recognize and affirm that you possess the necessary authority to agree to the provisions outlined above concerning all third-party brands whose products you distribute through the Services.
Acceptance of Orders on behalf of Brands: You consent to Hivve acting as your representative for order acceptance from Retailers for the purchase of products (referred to as "Products") listed for sale on the Services. This acceptance results in the formation of a contract (referred to as an "Order") for the sale of the respective Product, between you and the corresponding Retailer, in accordance with these Brand Terms. Through this authorization of Hivve to accept Orders on your behalf, you acknowledge that when a Retailer makes payment to Hivve for any amounts owed to you regarding an Order, it discharges the Retailer's obligation to you, up to the extent of the amount paid.
Payment Receipt Timings: Unless otherwise agreed by Hivve in writing, payments for brand product sales will be made within 30 days of the Shipment Date of the respective Order. This period includes both business and non-business days, and payments may be processed sooner. If the payment due date falls on a non-business day, it will be processed on the next business day. Hivve reserves the right to suspend payouts to you due to any pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.
Payment to Your Designated Bank Account: When any sum owed to you is transferred to your designated bank account, it is expected that the funds will typically become available within 1 to 2 business days after processing. Please be aware that Hivve cannot be held responsible for any actions taken by your bank that might affect the availability of some or all of the funds.
Percentage Commision: Unless otherwise agreed by Hivve in writing, Hivve charges Brands a commission of 15% on all orders.
Calculation: Commissions are calculated based on the amount of the order sub-total in ZAR, excluding shipping costs which are covered by Hivve within our calculated allowance (as per our shipping terms).
Thus, payouts to Brands are calculated as follows:
Order Sub-Total - Commissions = Payout
Any items that a Retailer marks as damaged or missing are deducted from the payout of the order (Hivve does not receive a commission on these items). If you send a replacement for a damaged or missing item, Hivve will pay you for the invoice value of the replacement item, less the standard commission.
Taxes You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including VAT and sales taxes, as well as any other payments or filings required under applicable law. If you are a vat vendor and include your vat number, in the course of transactions conducted with retailers on the Hivve platform, Hivve will calculate the relevant VAT payable and provide this information as part of the order payout for you to remit to the appropriate tax authorities. You hereby release Hivve with respect thereto and agree to indemnify, defend, and hold Hivve harmless against any and all such (withholding or other) taxes, contributions, penalties, and/or interest. All our commissions and related fees are exclusive of VAT unless otherwise indicated. In cases where VAT applies to the sale of your products, Hivve will apply the standard rate. Hivve assumes no responsibility for the Brand's VAT compliance and reporting obligations.

Shipping

Shipping Providers: All brands are required to book PUDO (pick up drop off-Courier Guy) shipping for all orders placed by retailers, unless otherwise agreed in writing by Hivve. Brands must print the automated shipping label provided and place it on the corresponding parcel.
Shipping Costs: Hivve will cover the shipping costs on Your behalf within its calculated allowance for all orders shipped through PUDO. To qualify for this benefit, you must book PUDO shipping through the Hivve platform. Hivve calculates the expected shipping costs based on the product length, height, width and weight dimensions you provide. If your PUDO Shipment costs exceed this calculation, you will not be able to book more lockers through Hivve. In such case, you are required to contact Hivve to inform Us of your additional shipping requirements. You will be required book the additional PUDO lockers at the brands expense. Hivve will not be liable for any additional shipping costs incurred by the brand.
In rare cases, Hivve may be unable to calculate the shipping costs for your products. In such cases, Hivve will not invoice brands for shipping until you provide Hivve with your Pudo shipping requirements. Once these have been determined and verified as reasonable by Hivve, Hivve will invoice the retailer for the shipping costs and pay the shipping costs on behalf of the brand.
Updates and Lead Times: You are required to provide accurate shipping lead times for your products. Hivve will use this information to calculate the expected shipping date for each order. Once your product has been packed and shipped, you are required to update the order status on the Hivve platform.
Damaged or Missing Products: Retailers are tasked with proactively using the Services to address concerns regarding damaged or missing items within an order. In the event that a Retailer directly informs Hivve about damaged products or missing items, Hivve will promptly notify you. Any photographic evidence of damaged items or incomplete orders received by Hivve will be shared with you. You acknowledge and agree that you alone are responsible for resolving the issue, and you hereby release Hivve from any liability with regard thereto. Hivve retains the right to make deductions from payouts or charge the bank account linked to your account for items reported as damaged or missing. While you have the right to dispute such charges with Hivve, it's important to note that Hivve also reserves the right to decline any disputes or claims initiated by you regarding these charges.

Inventory Management

You are responsible for maintaining an adequate inventory of products that are listed as available. It is crucial to keep your inventory up-to-date and accurately reflect the stock status of your products on Hivve. Our systems are designed to only allow sales of your products in quantities that meet your inventory levels. If a product is discontinued or out of stock, you must promptly remove it from your product catalog via your Brand Account portal.
NOTE: When an order is placed for your products, your inventory levels provided on the site will autmatically reduce by the quantity ordered. Please monitor these levels to ensure accuracy and update as needed.

Order Processing

Whenever a Retailer places an order for your products, you will receive an email notification, and your Brand Account will be updated with the order details. You have the opportunity to review the order information, and either prepare the shipment and book PUDO shipping, or cancel the order. It is expected that you confirm an order within two business days of receiving the email notification by replying to the email. If you decide to cancel an order, it must be done within this timeframe. Hivve will handle notifying the Retailer about the order cancellation on your behalf. Once the Retailer receives this notification from Hivve, the order will no longer be binding on you or the Retailer. When canceling an order, you may be required to provide a reason for your inability to fulfill it. Please be aware that frequent order cancellations may result in the temporary suspension or permanent termination of your Brand Account, at Hivve's sole discretion.
Cancellation Rights: You have the right to cancel an order from a Retailer for any reason. However, repeated order cancellations may affect your visibility and search placement within the Services for Retailers.
Recalled Products: If any of your products are subject to a recall, you must promptly inform Hivve, providing at least the following information: (i) product name, (ii) SKU number or another identifying number, (iii) the number of units sold to Retailers, (iv) the reason for the recall, and (v) any other information necessary for an efficient and proper product recall process.
Non-Circumvention: Once an order with a Retailer has been confirmed through the Shop Page and within the Services, you commit to fulfilling that order unless it is canceled. You further agree not to engage in any practices that would encourage Retailers to transact offline outside of the Services or attempt to circumvent Hivve's order processing procedures by conducting transactions with Retailers outside the Services.

Photography Guidelines

Product Photography: Product photos should be square (1:1 ratio). The recommended size is 600 X 600 pixels. The minimum size is 400 X 400 pixels.
Logo: The recommended size is 300 X 300 pixels. Please use a 1:1 ratio.
Brand Banner Image: The Brand branner image is wider than it is tall. The optimal size is 1600 pixels wide by 400 pixels tall.

Quality and Service Standards

Quality Assurance: Setting Quality Standards: Hivve places a strong emphasis on the satisfaction of both Brands and Retailers, as it is integral to the well-being and prosperity of our community. Consequently, Brands are held to the following minimum standards when utilizing our Services:
  1. Precisely and honestly listing and describing available products on your Shop Page.
  2. Ensuring timely and efficient cancellation of orders.
  3. Promptly fulfilling orders and ensure appropriate packing and Labelling.
  4. Responsively and effectively addressing inquiries from Retailers.
  5. Swiftly resolving issues related to missing or damaged orders with Retailers.

Performance Metrics: You acknowledge and consent to Hivve's practice of tracking and measuring your performance by employing a range of metrics. These metrics encompass collecting reviews and ratings from your Retailers, both individually and collectively. They enable us to gauge the extent to which you are meeting our expectations in delivering exceptional experiences for Retailers. These performance metrics include, but are not limited to:
  1. Accuracy of product listings.
  2. Completeness of your product catalog.
  3. Timeliness of order shipments compared to expected shipping dates.
  4. Consistency in providing valid tracking numbers.
  5. Time taken to confirm or cancel new orders.
  6. Incidences of orders being reported as damaged or missing products.
  7. Frequency of your products being on backorder, returned, or canceled.
  8. Responsiveness and effectiveness in addressing Retailer inquiries.
  9. Speed and efficiency in resolving issues pertaining to missing or damaged orders with Retailers.

Accountability: If Hivve determines that you are falling short of the minimum quality and service standards, we will make efforts to contact you to address the issue. Depending on the severity of the situation, we may temporarily suspend or permanently terminate your Brand Account. Additionally, we reserve the right to impose certain limitations on your Brand Account, reduce your visibility and search placement within our Services, restrict your ability to engage with new Retailers until outstanding issues are resolved, and decline registration for affiliated, related, or duplicate accounts. In cases where your Brand Account is suspended due to performance issues, you have the option to request reactivation by providing Hivve with a corrective action plan to address the problems that led to the account being flagged and suspended. Should Hivve, at its sole discretion, approve the plan of action, you will be permitted to resume selling through our Services. If you believe that the flag on your Brand Account is unjustified, you may contact Hivve and provide an explanation for your perspective.

Termination

Should you violate any of these Brand Terms, Hivve retains the authority to temporarily suspend or permanently terminate your Brand Account. This also includes the ability to terminate these Brand Terms and/or the General Terms at Hivve's sole discretion, without prior notice to you. Hivve holds the right to withdraw your access to and usage of the Services at any time, with or without a specific cause. In the event Hivve terminates these Brand Terms due to your breach, you will still be responsible for any outstanding amounts owed as per this agreement. If you wish to end your relationship with Hivve, you can do so at any time by getting in touch with us. Hivve will promptly deactivate your Shop Page and proceed to close your Brand Account once all financial matters have been properly settled.

Promotions

By default, Hivve may choose to showcase specific Brands, products, and Content in prominent positions within their respective categories, on Hivves's landing pages, in advertisements, emails, social media accounts, or any other channels or media at their discretion. Hivve may also decide to participate in advertising products by bidding on brand names and keywords related to the Brand's products and may create SEO-optimized pages or campaigns for Brands. It's important to note that Hivve is not responsible for determining the pricing or availability of products featured in specific advertisements or marketing efforts. If you prefer not to take part in the Marketing and Advertising Program, please get in touch with us. Additionally, Hivve may provide Brands with email marketing tools for their business use.
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