These Partner Terms and Conditions govern all white-label, reseller, referral, and affiliate partner relationships with Viginti Digital (Pty) Ltd. They apply in addition to Viginti Digital's general Terms and Conditions, which remain in full force. In the event of any conflict between these Partner Terms and the general Terms and Conditions, these Partner Terms shall take precedence in matters relating to the partner relationship.
By entering into any partner agreement, reseller arrangement, affiliate programme, or white-label relationship with Viginti Digital, you confirm that you have read, understood, and agreed to these Partner Terms and Conditions in full.
If you do not agree to these Partner Terms and Conditions, you must not enter into or continue any partner relationship with Viginti Digital.
By signing any partner agreement, reseller contract, or affiliate arrangement with Viginti Digital, or by accessing any partner portal, tool, platform, or resource made available by Viginti Digital in connection with a partner relationship, you confirm that you have read, understood, and agreed to these Partner Terms and Conditions. These Terms apply to all partners, resellers, white-label partners, referral partners, and affiliates without exception.
All partner relationships with Viginti Digital are subject to these Terms regardless of whether a separate proposal, invoice, contract, or agreement exists. Where a separate written agreement exists, these Terms form part of that agreement by incorporation unless expressly excluded in writing.
Viginti Digital may make available to partners certain products, platforms, services, and systems for the purpose of resale, white-labelling, or referral, as defined in the relevant partner agreement. The scope, pricing floors, commission structures, and authorised products are set out in the applicable partner agreement and schedule.
Partners may not resell, white-label, or represent any Viginti Digital product or service outside of the scope expressly authorised in their partner agreement. Viginti Digital reserves the right to update, modify, suspend, or discontinue any product or service made available to partners at its discretion, with reasonable notice where practicable.
Prior to accessing certain partner tools, portals, or products, partners may be required to complete an onboarding process as specified by Viginti Digital. This may include training sessions, product orientation, platform walkthroughs, or the completion of documentation as reasonably requested.
Viginti Digital reserves the right to withhold access to specific products, systems, or partner resources until onboarding requirements have been satisfactorily completed. Onboarding requirements may be updated from time to time and partners will be notified accordingly.
Where Viginti Digital provides access to a partner portal or any proprietary platform, that access is personal to the named partner and is non-transferable. Partners may not share, delegate, or transfer their login credentials or access rights to any third party without prior written consent from Viginti Digital.
Viginti Digital reserves the right to revoke portal access at any time, including during any investigation, suspension, or termination process. Partners are responsible for all activity conducted through their portal access and must notify Viginti Digital immediately of any unauthorised access or suspected security breach.
Partners may not use the Viginti Digital name, logo, brand assets, or any associated intellectual property in any marketing, advertising, or public-facing material without prior written approval from Viginti Digital. Where approval is granted, partners must use only the approved versions of brand assets and must comply with any brand guidelines provided.
White-label partners may apply their own branding to client-facing materials in accordance with their partner agreement. However, no partner may represent themselves as Viginti Digital, claim to be an employee or agent of Viginti Digital, or create any impression that their business is Viginti Digital without express written authorisation.
Viginti Digital reserves the right to request the immediate withdrawal of any marketing or public-facing material that it deems to be in breach of these Terms or that it considers to be damaging to its brand or reputation.
Partners may not appoint sub-partners, sub-resellers, sub-distributors, or sub-affiliates without prior written consent from Viginti Digital. Any such appointment made without consent is void and the partner assumes full liability for any activity or obligation arising from it.
Where written consent is granted for the appointment of a sub-partner or sub-reseller, the appointing partner remains fully liable for all obligations, conduct, and compliance of their sub-partners under these Terms. Viginti Digital is not party to any arrangement between a partner and their sub-partners and accepts no liability arising from such arrangements.
Partners must maintain accurate records of all end clients to whom Viginti Digital products or services have been deployed or sold. Upon request, partners must provide Viginti Digital with a complete and accurate list of active end clients, including relevant contact information, subscription details, and billing status.
Partners must promptly notify Viginti Digital of any material change to their business, including changes to ownership, registration, trading name, key personnel, or financial standing that may be relevant to the partner relationship. Partners must also notify Viginti Digital of any client complaint, dispute, legal claim, or regulatory enquiry relating to Viginti Digital products or services within five (5) business days of becoming aware of such matter.
During the term of the partner relationship and for a period of twelve (12) months following its termination, partners agree not to directly or indirectly solicit, recruit, or engage any employee, contractor, or consultant of Viginti Digital for any purpose without prior written consent.
Partners also agree not to directly or indirectly solicit or approach any other Viginti Digital partner, reseller, or affiliate for the purpose of establishing a competing arrangement or undermining the Viginti Digital partner programme.
Unless otherwise specified in the applicable partner agreement, the partner relationship commences on the date of signing and continues for an initial period of twelve (12) months. The relationship will renew automatically on an annual basis unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
Either party may terminate the partner relationship without cause by providing sixty (60) days written notice. Termination for cause, as set out in these Terms, may be effected immediately without notice.
Partners are required to disclose, prior to entering into any partner agreement with Viginti Digital, any active criminal investigations, pending charges, or prior convictions that may reasonably be considered relevant to the partner relationship or that could pose a reputational, legal, or operational risk to Viginti Digital. This obligation is ongoing throughout the duration of the partnership, and any new matter must be disclosed in writing within five (5) business days of the partner becoming aware of it. Failure to disclose constitutes a material breach of these Terms and is grounds for immediate termination.
Partners are solely responsible for their own financial conduct, obligations, and liabilities with third party platforms, payment processors, lenders, and service providers. This includes but is not limited to payment processor accounts, merchant accounts, loans or advances taken through payment platforms, subscription billing platforms, CRM systems, and any other third party financial relationship.
Where a partner's financial misconduct, default, fraud, or misrepresentation with a third party platform implicates, references, or involves infrastructure, accounts, or systems hosted, managed, or built by Viginti Digital, this constitutes a material breach of these Terms. Viginti Digital reserves the right to immediately suspend all partner services and launch a formal investigation in such circumstances.
Partners must not use any Viginti Digital managed infrastructure, platform, or system in connection with any activity that constitutes or may constitute financial fraud, misrepresentation to a payment processor, unauthorised movement of funds, default on financial obligations to a third party platform, or any other conduct that could expose Viginti Digital to regulatory, legal, or reputational risk.
Any complaint, investigation, or formal notice raised by a payment processor, financial institution, or regulatory body that directly or indirectly implicates Viginti Digital infrastructure will be treated as a trigger event under these Terms, entitling Viginti Digital to suspend services immediately and engage its investigation protocol as set out in Section 13.
If a partner becomes the subject of any investigation, inquiry, audit, or formal proceeding initiated by a financial institution, platform provider, regulatory body, law enforcement agency, or any other authority - whether in South Africa or internationally - the partner must notify Viginti Digital in writing within five (5) business days of becoming aware of such matter.
Upon becoming aware of any such investigation, whether through partner notification or through direct contact by a third party, Viginti Digital reserves the right to immediately suspend all services, platforms, access, and systems provided to or managed on behalf of the partner, pending the outcome of its own internal review. Viginti Digital will cooperate fully with any such investigation and may provide access to records, data, communications, and system logs as required by the relevant authority.
Upon becoming aware of any matter that may constitute a breach of these Terms, suspected misconduct, financial irregularity, misrepresentation, or any activity that poses a risk to Viginti Digital or its clients, Viginti Digital will launch a private internal investigation. This investigation may involve the review of all data, communications, transaction records, and system activity associated with the partner in question and all parties involved in the matter.
As part of its investigation protocol, Viginti Digital will engage with the relevant authorities in South Africa, including the South African Police Service and the Directorate for Priority Crime Investigation where financial crime is involved, as well as the relevant authorities in the jurisdiction of the partner in question. Viginti Digital will provide full cooperation and access to all relevant information and evidence as required.
During any internal investigation, Viginti Digital reserves the right to suspend all partner services, revoke all platform access, and preserve all data and records. The affected partner will be notified of the suspension and provided with a reasonable opportunity to submit evidence or a response as set out in Section 15 of these Terms. The internal investigation process is confidential and findings will only be disclosed to relevant authorities and, where appropriate, the partner in question.
Viginti Digital operates as a registered South African business with clients, partners, and infrastructure across multiple jurisdictions. All partners are required to conduct themselves in accordance with applicable laws and regulations in their own jurisdiction, in South Africa, and in any jurisdiction in which they operate or engage end clients.
Viginti Digital maintains compliance with applicable international cybercrime and financial crime reporting frameworks, including those administered by relevant authorities in South Africa, the United States, the United Kingdom, and the European Union. These include but are not limited to the Internet Crime Complaint Center (IC3) in the United States, Action Fraud administered by the City of London Police in the United Kingdom, and the European Cybercrime Centre (EC3) operated by Europol in the European Union.
Where a partner's conduct triggers obligations on Viginti Digital under any of these frameworks, Viginti Digital will act in accordance with those obligations without delay, including immediate suspension of services and full cooperation with the relevant authority. Partners acknowledge that Viginti Digital's obligation to comply with applicable laws and regulatory frameworks takes precedence over any commercial obligation to the partner.
Viginti Digital reserves the right to suspend or terminate any partner relationship immediately and without prior notice in the event of a material breach of these Terms, suspected misconduct, the initiation of a third party investigation, or any matter that poses a risk to Viginti Digital, its clients, or its operations.
Upon suspension, the affected partner will be notified in writing and provided with ten (10) calendar days to submit written evidence, documentation, or a response that directly addresses the grounds for suspension. Viginti Digital will review all submissions in good faith. Where sufficient contradictory evidence is provided, Viginti Digital will consider reinstatement of the partner relationship and associated services.
If no response is received within the ten (10) day window, or if the response is deemed insufficient by Viginti Digital, the suspension will convert to a permanent termination. All services, platforms, access, and systems will be permanently deactivated. Termination under this section does not entitle the partner to any refund, compensation, or damages.
Upon the suspension or termination of a partner relationship under these Terms, or upon the initiation of any internal or external investigation involving a partner, Viginti Digital will immediately preserve all data, records, communications, transaction logs, and system activity associated with the partner relationship. This data will be retained for as long as required by applicable law or for the duration of any investigation or legal proceeding, whichever is longer.
Preserved data may be disclosed to relevant law enforcement authorities, regulatory bodies, payment processors, and legal representatives as required. Partners consent to such disclosure by entering into a partner relationship with Viginti Digital. Partners may not attempt to delete, alter, conceal, or interfere with any data or records held by Viginti Digital. Any such attempt will be treated as a material breach of these Terms and will be reported to the relevant authorities.
In the event of partner suspension or termination, Viginti Digital will take all reasonable steps to ensure that end clients who rely on platforms or services deployed under the partner relationship experience no interruption to their services. Viginti Digital may assume direct responsibility for affected end clients during any transition period.
End clients will be contacted directly by Viginti Digital following the conclusion of any appeal or response window and will be advised of the situation and their options going forward. Viginti Digital's obligation to end clients and their continuity of service takes precedence over any commercial arrangement with the partner.
Partner commission structures, payment schedules, and pricing arrangements are as set out in the applicable partner agreement. Unless otherwise agreed in writing, all payments are processed through a designated Merchant of Record (MOR) service as specified in the partner agreement. All billing, tax collection, and payment processing obligations are handled directly by the MOR.
Viginti Digital reserves the right to withhold, suspend, or claw back commissions in the event of a material breach of these Terms, a fraudulent transaction, a chargeback, or any financial irregularity involving the partner or their end clients.
Commission rates are reviewed annually. Any changes will be communicated in writing with thirty (30) days notice and will apply to new end clients acquired after the notice period. Existing end client revenue shares are not retroactively amended.
All intellectual property in Viginti Digital products, including but not limited to proprietary AI architecture, source code, design systems, and operational methodology, remains the exclusive property of Viginti Digital. Nothing in any partner arrangement transfers or assigns any intellectual property rights to the partner. Partner rights are limited to those expressly granted in the applicable partner agreement.
White-label rights, where granted, are limited to the presentation layer only. Partners may apply their own branding to client-facing materials but may not alter, reverse-engineer, replicate, or attempt to reproduce the underlying platform architecture or proprietary systems.
All partner pricing structures, commission rates, commercial terms, product roadmaps, technical architecture, and proprietary frameworks shared with partners are strictly confidential. Partners agree not to disclose any such information to any third party without prior written consent from Viginti Digital. This confidentiality obligation survives the termination of the partner relationship for a period of five (5) years.
To the fullest extent permitted by law, Viginti Digital shall not be liable for any direct, indirect, incidental, consequential, special, or punitive damages arising from the partner relationship, the use of Viginti Digital platforms or services, or the termination of the partner relationship in accordance with these Terms. Viginti Digital's total aggregate liability to any partner shall not exceed the total commissions paid by Viginti Digital to that partner in the three (3) months immediately preceding the event giving rise to the claim.
These Partner Terms and Conditions are governed by and construed in accordance with the laws of the Republic of South Africa. All disputes arising under or in connection with these Terms shall be subject to the jurisdiction of the South African courts, without prejudice to Viginti Digital's right to seek urgent or injunctive relief in any jurisdiction.
Any disputes, complaints, or legal claims arising from these Partner Terms must first be submitted to mediation in the Republic of South Africa before any formal legal action may proceed. Where mediation fails or is not appropriate given the nature of the matter, including where urgent relief is required, Viginti Digital reserves the right to proceed directly to formal legal proceedings.
Viginti Digital reserves the right to update or modify these Partner Terms at any time. Partners will be notified of material changes in writing. Continued participation in any partner programme following notification of changes constitutes acceptance of the updated Terms.
For questions regarding these Partner Terms, or to submit any disclosure, notification, or response required under these Terms, please contact Viginti Digital at [email protected] or via the official contact page at vigintidigital.com.