1. Parties and definitions
These terms are between Rapple Products (Pty) Ltd (registration number K2011/103047/07, VAT number 4180264774) ("Rapple") and the company named in the approved distributor application ("the Distributor").
- Agreement means these terms, the Distributor's application as approved by Rapple, and any written special offer or schedule Rapple issues under them.
- Portal means the Rapple Distributor Portal at distributors.rapple.co.za.
- Distributor price means Rapple's current distributor price for a product as shown in the Portal at the time an order is submitted.
- Trade price means Rapple's current price for salons, barbers, spas and other trade customers.
- Retail price means Rapple's current recommended price for consumers.
- List price means the trade price for a trade client and the retail price for a retail client.
- Client means a customer of the Distributor.
- Territory means the area stated in Rapple's approval.
2. Appointment
2.1 Rapple appoints the Distributor as the exclusive distributor of Rapple's products in the Territory from the start date stated in Rapple's approval. While the Agreement is in force, Rapple will not appoint another distributor for the Territory. Rapple may still sell directly to customers in the Territory. Leads that reach Rapple for the Territory are forwarded to the Distributor through the Portal.
2.1A Exclusivity depends on the Distributor meeting its purchasing targets (clause 7). If the Distributor misses its target for two months in a row, Rapple may, on written notice, make the appointment non-exclusive or reduce the Territory.
2.2 The Distributor acts in its own name and for its own account. Nothing in the Agreement creates an employment relationship, partnership, joint venture or agency, and the Distributor may not bind Rapple.
2.3 The Distributor may not appoint sub-distributors, agents or resellers, or cede, assign or transfer any right or obligation under the Agreement, without Rapple's prior written consent.
3. Duration and termination
3.1 The Agreement starts on the start date and continues until terminated.
3.2 Either party may terminate the Agreement by giving the other 90 days' written notice.
3.3 Rapple may terminate the Agreement on written notice if the Distributor does not meet its purchasing targets (clause 7), breaches the Agreement and does not remedy the breach within 14 days of written notice, or becomes insolvent.
3.4 On termination the Distributor must stop presenting itself as a Rapple distributor, stop using Rapple's trademarks and marketing material, and pay all amounts owing. Orders already paid will be fulfilled. Commission earned on orders paid before termination remains payable.
4. Prices and payment
4.1 The Distributor buys at Rapple's current distributor prices. Prices are in South African rand and exclude VAT unless stated otherwise. Rapple may change prices at any time; the price that applies is the one shown when the order is submitted in the Portal.
4.2 Cash before delivery. Rapple does not give credit. Goods are dispatched only once funds reflect in Rapple's bank account. The Rapple order reference must be used as the payment reference.
4.3 Rapple may assign the Distributor a price tier. Tier prices are communicated through the Portal.
5. Resale prices
5.1 The Distributor sells at the list price unless Rapple communicates a special offer in writing or through the Portal. Trade clients pay the trade price; retail clients pay the retail price. The Distributor must classify each client honestly.
5.2 The Portal uses the list price for the client's type as the client price. Rapple does not give discounts on the distributor price, and discounts below the list price are not allowed unless Rapple agrees in writing.
5.3 A client price may never be lower than the distributor price.
5.4 The Distributor must never disclose distributor prices to clients.
6. Ordering modes, delivery and risk
6.1 The Distributor chooses one of these modes for each order in the Portal:
- Mode A – Distributor buys. The Distributor pays Rapple the distributor price. Goods are delivered to the Distributor (A1), or Rapple delivers directly to the Distributor's client with a packing slip that shows no prices and, if the Distributor chooses, the Distributor's name as "on behalf of" (A2). The Distributor invoices its client itself.
- Mode B – Client pays Rapple. The client pays Rapple the price the Distributor quoted, and Rapple invoices the client. Rapple delivers directly to the client (B1), or the Distributor arranges delivery or collection (B2).
6.2 Delivery is by third-party courier at the cost of the Distributor or its client, as shown on the order.
6.3 Risk passes on delivery to the delivery address nominated in the order. Ownership passes when Rapple has received payment in full.
6.4 Damage, shortages or wrong items must be reported through the Portal's claims page within 48 hours of delivery, with photos where possible.
7. Purchasing targets
7.1 The Distributor's minimum purchasing targets for the first year, measured per month from the start date, are:
- Month 1: R30,000
- Month 2: R40,000
- Month 3: R50,000
- Month 4: R60,000
- Month 5: R80,000
- Month 6: R100,000
- Months 7 to 12: R100,000 per month
7.2 Targets are measured on paid orders at the distributor price excluding VAT. Unless Rapple states otherwise in the Portal, Mode B orders count at the distributor price.
7.3 Targets are reviewed annually. Rapple will communicate new targets in writing or through the Portal.
8. Commission (Mode B)
8.1 On a Mode B order the Distributor earns commission equal to the sum, over all order lines, of (client price excluding VAT − distributor price excluding VAT) × quantity.
8.2 Commission becomes payable only once Rapple has received the client's payment in full and marked the order as paid. No commission is payable on unpaid, cancelled or refunded orders; commission already paid on a later refunded order may be set off against future commission.
8.3 To be paid, the Distributor must issue a valid invoice to Rapple Products (Pty) Ltd for the commission amount, plus VAT if the Distributor is registered for VAT. The Portal generates this invoice. Rapple pays into the bank account on the Distributor's profile, normally within 7 days of receiving the invoice.
8.4 The Distributor is responsible for its own tax affairs.
9. Marketing, trademarks and brand use
9.1 The Distributor may use Rapple's trademarks, product images and marketing material only to promote Rapple's products in the Territory, only in the form Rapple provides or approves, and only while the Agreement is in force.
9.2 The Distributor may not register or use any domain name, social media name or business name that includes a Rapple trademark or a brand Rapple distributes without written consent.
9.3 The Distributor may not make claims about products beyond the information Rapple publishes.
10. Confidentiality
10.1 Each party keeps the other's confidential information confidential and uses it only for the Agreement. For the Distributor this includes distributor prices, price tiers, targets, commission rates and Portal content not intended for clients.
10.2 The Distributor must never show distributor prices to clients. Client-facing outputs from the Portal never include them.
10.3 This clause survives termination for three years.
11. Personal information (POPIA)
11.1 Each party complies with the Protection of Personal Information Act, 2013.
11.2 The Distributor is the responsible party for the personal information of its clients that it stores in the Portal. It must collect only what is needed, have the client's permission, keep it accurate, and delete it when the client asks or when it is no longer needed.
11.3 Where the Distributor sends client details to Rapple so that Rapple can invoice or deliver to the client, Rapple processes those details only for that purpose and for its legal record-keeping.
11.4 Rapple processes the personal information of the Distributor's directors, staff and Portal users to assess the application, run the distributor relationship, pay commission and secure the Portal.
12. Use of the Portal
12.1 The Distributor is responsible for everyone who signs in under its account, including team members it invites, and for keeping passwords and sign-in codes secret.
12.2 The Distributor must not attempt to access another distributor's information, interfere with the Portal's security, scrape it, or use it for anything other than the Agreement.
12.3 Rapple logs sign-ins and important actions for security and audit purposes, and may suspend access to protect the Portal or on termination.
12.4 Notices, price changes, special offers and target reviews published in the Portal's News section, or emailed to the account owner, count as written communication.
13. Liability
13.1 Rapple's liability for any claim relating to an order is limited to the price paid for the goods concerned. Neither party is liable for indirect or consequential loss, including loss of profit, to the extent the law allows.
13.2 Product warranties are those given by the manufacturer or stated by Rapple for the product.
14. Disputes
14.1 The parties will first try to resolve a dispute through good-faith discussion between senior representatives within 14 days.
14.2 If it is not resolved, the dispute will be referred to an expert nominated by the Chairman of the Cape Town Bar Council. The expert acts as an expert and not as an arbitrator, and the expert's decision is final and binding except for manifest error. The parties share the expert's costs equally unless the expert decides otherwise.
14.3 This does not prevent either party from seeking urgent relief from a court.
15. General
15.1 The Agreement is the whole agreement between the parties about its subject. Changes must be in writing and accepted by both parties, except for the matters Rapple may communicate through the Portal under clauses 4, 5, 7 and 12.
15.2 South African law applies.
15.3 A failure or delay to enforce a right is not a waiver of it.
15.4 The Distributor's electronic acceptance and drawn signature in the Portal is a valid signature under the Electronic Communications and Transactions Act, 2002.
15.5 Each party chooses the physical address in its details as its domicilium for legal notices.