Merchant Platform Agreement
| Service Provider | Toothless Holdings (Pty) Ltd (operator of the Markplain platform) |
|---|---|
| Address | 48 Seekoei Street, Pyramid, Pretoria, 0120 |
| markplain@toothlessholdings.co.za | |
| Effective Date | 25 April 2026 |
| Version | 1.0 |
1. Definitions
| Markplain | The online marketplace and merchant platform operated by Toothless Holdings (Pty) Ltd |
|---|---|
| Merchant | The business or individual who has activated a Markplain Merchant Platform account |
| Platform | The Markplain Merchant Platform including storefront, dashboard, and all modules |
| Licence Fee | The monthly platform licence fee payable by the Merchant to Markplain |
| Storefront | The Merchant's public-facing online store hosted on a Markplain subdomain or custom domain |
| Module | An optional add-on feature available in the Plugin Marketplace |
| Payment Gateway | PayFast or Ozow, as selected by the Merchant for processing customer payments |
2. Licence Grant
Subject to payment of the Licence Fee and compliance with this Agreement, Markplain grants the Merchant a non-exclusive, non-transferable, revocable licence to use the Markplain Merchant Platform to operate an online storefront during the term of this Agreement.
3. Merchant Obligations
- Maintain a valid and active Markplain account at Silver verification level or above
- Pay the Licence Fee on or before the due date each month
- Comply with the Consumer Protection Act 68 of 2008 in all customer dealings
- Comply with the Electronic Communications and Transactions Act 25 of 2002
- Maintain their own PayFast or Ozow merchant account and keep credentials current
- Not list or sell prohibited goods or services as defined in the Markplain Terms of Service
- Process orders promptly and communicate with customers in a timely manner
- Maintain accurate stock levels and update listings when items are sold or discontinued
- Process refunds and returns in accordance with the Markplain Refund and Cancellation Policy
- Ensure all content on their storefront complies with applicable South African advertising standards
- If VAT registered, correctly apply and remit VAT on all applicable transactions
4. Payment Terms
4.1 Licence Fee
- The Licence Fee is billed monthly in advance on the Merchant's billing anniversary date
- Payment is due within 7 days of invoice date
- Late payment results in suspension of the storefront after a 7-day grace period
- Persistent non-payment results in termination of this Agreement
- Licence Fees are exclusive of VAT — VAT will be added where applicable
4.2 Payment Method
- The Licence Fee invoice is generated by Markplain's internal invoicing system
- The Merchant pays via PayFast or Ozow payment link included in the invoice
- Markplain does not store card details — all payments are processed by the chosen gateway
4.3 Price Changes
- Markplain reserves the right to change Licence Fees with 60 days' written notice
- Continued use of the Platform after the price change effective date constitutes acceptance
5. Platform Availability
Markplain will use reasonable efforts to maintain platform availability of 99% measured monthly. Planned maintenance will be communicated 48 hours in advance. Markplain is not liable for downtime caused by circumstances beyond its reasonable control, including internet infrastructure failures, South African power supply interruptions (load-shedding), or force majeure events.
6. Intellectual Property
- Markplain retains all intellectual property rights in the Platform
- The Merchant retains all intellectual property rights in their store content (logos, product images, descriptions)
- By uploading content to the Platform, the Merchant grants Markplain a licence to display and host that content for the purposes of operating the storefront
- Markplain may use the Merchant's store name and logo to identify them as a Markplain merchant in marketing materials, unless the Merchant opts out in writing
7. Data and Privacy
- Customer personal information collected through the Merchant's storefront is the Merchant's responsibility to process in compliance with POPIA
- Markplain processes such information on the Merchant's behalf as an operator under POPIA
- Markplain provides the Merchant with access to customer data collected through their storefront
- The Merchant may not use customer data for purposes other than fulfilling orders and providing customer service, without obtaining separate consent from the customer
8. Limitation of Liability
To the maximum extent permitted by law, Markplain's liability to the Merchant for any claim arising from this Agreement shall not exceed the total Licence Fees paid by the Merchant in the 3 months preceding the claim. Markplain is not liable for any lost profits, lost sales, or consequential damages.
9. Termination
9.1 Termination by Merchant
The Merchant may terminate this Agreement at any time by cancelling their subscription in the Merchant Dashboard. The Platform remains active until the end of the current billing period.
9.2 Termination by Markplain
Markplain may terminate this Agreement immediately (without refund) if the Merchant: violates the Terms of Service or this Agreement; engages in fraud or illegal conduct; or causes reputational harm to Markplain. Markplain may terminate with 30 days' notice without cause, in which case a pro-rata refund of unused Licence Fee is provided.
10. Governing Law
This Agreement is governed by the laws of the Republic of South Africa. Disputes shall be resolved in the courts of South Africa. The parties agree to attempt mediation before commencing litigation.
11. Entire Agreement
This Agreement, together with the Markplain Terms of Service, Privacy Policy, Refund Policy, and Acceptable Use Policy, constitutes the entire agreement between Markplain and the Merchant regarding the Markplain Merchant Platform.