Brand agreement

Version 2026-10-29. This is the contract between Hintsa Unlimited (Pty) Ltd and each brand that signs up for ProdID-Check.

1. Parties, definitions and acceptance

1.1 “We”, “us” means Hintsa Unlimited (Pty) Ltd, registration number 2021/988541/07, Virginia, Free State, South Africa, email info@prodidcheck.co.za (accounts and billing: accounts@prodidcheck.co.za), telephone 067 085 0047.

1.2 “The Brand”, “you” means the company, close corporation, trust or person named at sign-up as the brand.

1.3 “ProdID-Check” or “the Service” means our website, web application, mobile app and server that give each product a unique ID code and QR tag, record its movement from factory to store to buyer, and let anyone check a code.

1.4 “Item” means one product the Brand registers. “Records” means everything the Service holds about an Item: its code, its journey, its owners, flags and reports.

1.5 “Buyer data” means the names and other details of people who buy or own Items.

1.6 “Fees” means the amounts in Schedule A. “Business day” means a day other than a Saturday, Sunday or South African public holiday.

1.7 Acceptance. You accept this agreement by ticking the acceptance box on the sign-up page and continuing. The person who ticks it confirms that they are authorised to bind the Brand. We keep a record of the acceptance: the time, the email address, the connection address and the version of this agreement. The agreement starts when you accept it, and the Service starts when the first invoice is paid and we have approved the Brand (clause 2.4).

2. The Service, your account and approval

2.1 What we provide. For as long as the Brand is paid up, we give it access to ProdID-Check to register Items and generate ID codes and QR tags, dispatch Items to stores, record sales and ownership, receive public reports of suspicious goods, flag Items as stolen or lost, and let anyone check a code. The plan you choose in Schedule A sets how many new Items you may register each month.

2.2 Your account. After payment we give the Brand a one-time token to create its first admin sign-in. The Brand is responsible for everything done under its accounts, including by its stores and staff. Brand admins must use two-step sign-in (an authenticator app).

2.3 Authority over the brand name. The Brand promises that it owns the brand name, trade marks and products it registers, or has the written right to register them, and that it is entitled to use ProdID-Check for them. The Service tells the public that an Item is genuine because the Brand registered it. That statement is the Brand’s statement, so the Brand must never register an Item it did not make, authorise or source lawfully.

2.4 Our approval. Before the Brand can register Items, we check that the Brand is who it says it is. We may ask for proof, such as a company registration document, trade mark details or a call to a number we find independently. We usually decide within one business day. We may refuse or cancel a sign-up if we are not satisfied, in which case clause 6.7 applies.

2.5 Changes to the Service. We may improve, change or retire features. We will give 30 days’ notice before removing a feature the Brand relies on, unless the change is needed for security or the law.

3. Fees and payment

3.1 Fees. The Brand pays the once-off onboarding fee and the monthly fee for its plan, as set out in Schedule A. The first invoice is the onboarding fee plus the first month. We are not VAT registered, so Fees include no VAT. If we register for VAT, we will add VAT to invoices from that date and tell you in advance.

3.2 Invoices. We issue each monthly invoice about a week before the month it covers. Invoices are due on issue and are paid online by card through PayFast or by EFT using the invoice number as the reference. An invoice counts as paid when the money reaches us. Questions about an invoice or a payment go to accounts@prodidcheck.co.za.

3.3 Automatic monthly card payment (optional). If the Brand ticks the separate monthly-payment box, it authorises us to charge its card through PayFast the monthly Fee every month, starting one month after the first payment, until it cancels. We never see or keep card details; PayFast holds them. The Brand can stop the automatic charge at any time on the Billing tab and then pay by invoice instead. We keep a record of the Brand’s agreement to the charge. We will not charge more than the monthly Fee for the plan in force, and we will give 30 days’ notice before any increase.

3.4 Onboarding fee. The onboarding fee is charged once. We do not charge it again on renewal, on a failed payment or when the Brand moves to a lower plan. If the Brand moves to a higher plan, it pays only the difference between the two onboarding fees.

3.5 Late payment. If an invoice is unpaid 7 days after it is due, we may stop the Brand registering new Items until it is paid. Items already registered keep verifying, so that shoppers are not affected. We may charge interest on overdue amounts at the prescribed rate under the Prescribed Rate of Interest Act, and we may recover reasonable collection costs.

3.6 Allowance. If the Brand needs to register more Items in a month than its plan allows, it must move to a larger plan. We do not charge per Item over the allowance and do not allow it to be exceeded.

3.7 Price changes. We may change Fees by giving 30 days’ written notice. A change applies from the next invoice after the notice period. The Brand may cancel before it takes effect.

3.8 No refunds. Fees already paid are not refunded, except where we cancel the Brand for a reason other than the Brand’s breach (clause 6.6) or refuse the sign-up (clause 6.7).

4. What the Brand must do

4.1 Register only genuine Items. The Brand must register an Item only after it is made by or for the Brand, and must give accurate details (name, style, description, photos).

4.2 Look after its accounts. The Brand must keep passwords, authenticator apps, recovery codes and integration keys secret, give access only to people who need it, remove access when staff leave, and tell us at once if it suspects misuse. We may reset or remove access if we believe an account has been taken over.

4.3 Respond to public reports. When the public reports a suspicious item to the Brand through the Service, the Brand should review it promptly and use the stolen or lost flag correctly. The Brand must not flag an Item falsely.

4.4 Its stores and buyers. The Brand must make sure its stores record sales accurately and only with the buyer’s agreement. The Brand is responsible for what its stores and staff do on the Service.

4.5 Acceptable use. The Brand must not: register Items it has no right to register; use the Service to mislead the public; attack, probe or overload the Service; copy or reverse-engineer it; resell access to it; upload unlawful or infringing content; or use it to harm or harass a person.

4.6 Keep details current. The Brand must tell us promptly if its company details, contact email or authorised people change.

4.7 Law. The Brand must comply with all laws that apply to it, including consumer protection, trade mark and privacy laws.

5. Data, personal information, intellectual property and confidentiality

5.1 Who owns what. The Brand owns its own content (names, descriptions, photos, logos) and its trade marks. We own the Service, its software, design, the ProdID-Check name, logo and the ID code format. The Brand gets a non-exclusive, non-transferable right to use the Service and the ProdID-Check badge for as long as this agreement runs. We may use the Brand’s name and logo to say that it uses ProdID-Check, unless it asks us in writing not to.

5.2 Records. The Records are created and kept on the Service. The Brand may use and export its own Records. The Service also shows some Record details to the public when a code is checked: the brand, the product, its status and the journey, and the buyer’s name in the form the buyer chose (in full or masked).

5.3 Personal information (POPIA). The Brand decides why and how Buyer data is collected, so it is the responsible party under the Protection of Personal Information Act 4 of 2013. We act as its operator: we process Buyer data only to run the Service for the Brand and to answer public checks. The Brand must have a lawful basis to give us Buyer data, must tell buyers their details are recorded on ProdID-Check, and must get the buyer’s agreement at the till. Our privacy policy explains what we do with personal information.

5.4 Our security duties. We keep Buyer data secure with reasonable technical and organisational measures: encrypted connections, hashed passwords, two-step sign-in for brand admins, access controls, and encrypted backups kept off the server. We process Buyer data only on the Brand’s instructions and the law, we do not sell it, and we tell the Brand without undue delay if we learn that Buyer data was accessed without permission.

5.5 Help with buyers’ rights. The Brand answers requests from buyers to see or correct their data. We will give the Brand reasonable help, for example by correcting a Record on its request.

5.6 Where data is kept. Data is held on servers in South Africa unless we tell the Brand otherwise in advance.

5.7 Confidentiality. Each party must keep the other’s non-public business information confidential and use it only for this agreement. This does not cover information that is public, that the party already had or that the law requires it to disclose.

6. Term, cancellation, suspension and termination

6.1 Term. This agreement starts on acceptance and continues month to month, until it is ended under this clause.

6.2 Cancelling. The Brand may cancel at any time on the Billing tab or by emailing us. Cancellation takes effect at the end of the month already paid for. Nothing is refunded for the rest of a paid month, and the Brand’s automatic card charge stops.

6.3 Suspension. We may suspend the Brand’s access, or its ability to register Items, if: an invoice is overdue (clause 3.5); we reasonably believe the Brand is breaking clause 2.3 or clause 4; the law or a court requires it; or the Service is under attack. We will tell the Brand why and restore access once the problem is fixed.

6.4 Termination for breach. Either party may end this agreement by written notice if the other commits a serious breach and does not fix it within 14 days of written notice. We may end it immediately if the Brand registers counterfeit or unlawful goods or uses the Service fraudulently.

6.5 Records after the agreement ends. Items already registered keep verifying for the public, so that shoppers and owners are not harmed. We stop new registrations. The Brand may ask for an export of its Records within 60 days. After that we keep the Records only as long as needed to keep the public checks working, to protect owners’ proof of purchase and to meet legal duties, and then delete or anonymise what we no longer need.

6.6 If we end it without the Brand’s fault. If we end the agreement for a reason other than the Brand’s breach, we refund the unused part of the last month paid.

6.7 Refused or rejected sign-ups. If we refuse or cancel a sign-up under clause 2.4, the account is closed, any token stops working, and we refund the amount paid, less any payment-provider charges that we cannot recover. We do this by EFT to the account or card that paid, within 14 days.

6.8 What survives. Clauses on fees owed, intellectual property, confidentiality, liability, indemnity and governing law continue after the agreement ends.

7. Warranties, liability and indemnity

7.1 What we promise. We will provide the Service with reasonable skill and care and will work to keep it available. We do not promise it will never be interrupted or error-free. We will tell the Brand about planned maintenance that stops the Service for longer than a short period.

7.2 What ProdID-Check does not do. The Service records and shows what the Brand and its stores enter. It does not inspect goods, and it does not prove that an unregistered or copied item is fake. A “genuine” result means only that the code is in the Records as registered by the Brand. We do not guarantee that the Service will stop counterfeiting, theft or fraud.

7.3 No other warranties. To the extent the law allows, we give no warranties other than those in this agreement.

7.4 Limit of our liability. To the extent the law allows, our total liability to the Brand under or in connection with this agreement, for any reason, is limited to the Fees the Brand paid us in the 12 months before the event that caused the claim.

7.5 What we are not liable for. We are not liable for indirect or consequential loss, or for lost profit, lost sales, loss of goodwill or loss of data caused by events outside our reasonable control, for the Brand’s own mistakes, or for what a store or buyer enters or does. Nothing in this agreement limits liability that the law does not allow to be limited, such as liability for fraud or gross negligence.

7.6 The Brand’s indemnity. The Brand indemnifies us against claims, losses and reasonable legal costs that arise because: the Brand registered an Item or used a name or mark it had no right to use (clause 2.3); the Brand broke clause 4 or 5.3; or a store or user acting for the Brand did any of those things. We will tell the Brand promptly of any claim and allow it to help us defend it.

7.7 Force majeure. Neither party is liable for failing to perform because of events outside its reasonable control, including power or internet failure, load shedding, disasters, strikes, or failure of a payment provider or hosting provider. This does not excuse a payment already owed.

8. Notices, electronic acceptance and general terms

8.1 Electronic acceptance. The parties agree that accepting this agreement online, and the records we keep of it, are valid and binding under the Electronic Communications and Transactions Act 25 of 2002. No signature on paper is needed.

8.2 Notices. We send notices to the email address the Brand gave at sign-up, or show them in the Service. The Brand sends notices to info@prodidcheck.co.za. A notice sent by email is received on the next business day after it is sent.

8.3 Changes to this agreement. We may change this agreement by giving the Brand 30 days’ notice. If the Brand does not agree it may cancel before the change takes effect. If it keeps using the Service after that date, it accepts the change. A change required by law may take effect sooner.

8.4 Whole agreement. This agreement, with Schedules A and B, our privacy policy and the website terms of use, is the whole agreement between the parties. If they conflict, this agreement comes first.

8.5 Assigning rights. The Brand may not transfer its rights or duties without our written consent. We may transfer ours to a company that takes over the Service, if it keeps to this agreement.

8.6 Severability and no waiver. If a part of this agreement is invalid, the rest stays in force. If we do not enforce a right at once, we have not given it up.

8.7 Governing law. South African law governs this agreement.

8.8 Disputes. The parties will first try to settle a dispute by talking to each other for 14 days. If that fails, either may go to mediation or, if both agree, arbitration. This does not stop either party asking a court for urgent relief. The courts of South Africa have jurisdiction, and the parties agree to the Free State Division of the High Court.

Schedule A: Plans and fees

All amounts are in South African rand and include no VAT. The plan chosen at sign-up and the amounts shown on the first invoice are what bind the Brand.

Moving from Starter to Growth costs the onboarding difference (R200) plus the Growth monthly fee from the next invoice.

Annual option: a Brand that pays twelve months of its plan in one payment (Starter R1,800; Growth R4,200) pays no onboarding fee. The year is paid in advance and the plan allowance applies month by month through the year. A Brand on the annual option that moves to Growth pays the monthly difference for the months left in its year. Cancelling stops the next yearly charge but does not refund the year already paid, except where the law requires.

Schedule B: Data handling summary

Acceptance record

On sign-up we record: brand name, contact name and email, plan, the time of acceptance, the connection address and the version of this agreement.