BrandLab Terms & Conditions

1About These Terms

These Terms and Conditions ("Terms") govern your access to and use of BrandLab, a product-creation and design service made available through the HmperCo/SnS Platform.

BrandLab allows eligible users to create, adapt, or develop designs and product concepts, and — where the relevant functions are available — to prepare products for listing and sale through HmperCo and participating SnSer Mini Stores.

BrandLab is part of the HmperCo/SnS ecosystem and operates with the existing HmperCo website at www.hmperco.co.za.

In these Terms:

• "HmperCo", "we", "us" or "our" means HmperCo (Pty) Ltd, registration number 2019/474625/07.
• "BrandLab" means the design and product-creation service.
• "SnS" means Split & Sell, as offered through the HmperCo Platform and governed by the Split & Sell Terms & Conditions.
• "SnSer" means a registered Split & Sell seller.
• "Creator", "you" or "your" means the person or business using BrandLab to submit, create, or develop designs or product concepts.
• "Design" includes artwork, graphics, text, layouts, patterns, illustrations, product concepts, and other creative material submitted to or generated through BrandLab.
• "Product" means a physical or digital item developed or configured using BrandLab, where the Platform supports that product type.
• "Mini Store" means an individual SnSer's personal storefront on the HmperCo Platform.

These Terms must be read together with the HmperCo Master Terms & Conditions, the Split & Sell Terms & Conditions, the Delivery & Logistics Policy, the Returns Policy, and the Privacy Policy. Where terms conflict, the conflict is resolved consistently with applicable South African law and the terms specifically governing the transaction in question.

2Acceptance & Eligibility

By accessing BrandLab, creating a Design, submitting a Product for review, or using a BrandLab feature, you agree to these Terms and the Privacy Policy. If you do not agree, do not use BrandLab.

You must provide accurate information and be legally capable of entering into the relevant agreement. If you use BrandLab on behalf of a business or another person, you confirm that you are authorised to act for that party.

Consistent with clause 3.1 of the Master Terms, you must be at least 18 years old to use BrandLab, or if you are a minor, you may only do so with the involvement and consent of a parent or legal guardian who accepts these Terms on your behalf and takes responsibility for any resulting transaction.

You must be a registered SnS Seller in good standing under the Split & Sell Terms & Conditions to access BrandLab's product-listing and sale functions.

3What BrandLab Does

Depending on the features made available to your account, BrandLab may allow you to:

• create or adapt designs and product concepts;
• use AI-assisted tools to generate or refine creative material;
• configure supported product options, such as colours, sizes, styles, or other variations;
• preview a proposed Product;
• submit a Product for review, approval, or publication;
• request or enable a Product listing through HmperCo or an eligible SnSer Mini Store; and
• manage supported design or Product information.

Not every feature is necessarily available to every user or at every stage of development. Product variations, previews, AI tools, approval workflows, production arrangements, and sales functions must be used only where actually available.

BrandLab does not guarantee that a design can be manufactured, that a Product will be approved, that a listing will remain available, or that a Product will generate sales.

4The Two Creation Paths

4.1 BrandLab offers two separate ways to create a Product, and the ownership, compliance, and sourcing responsibilities described throughout these Terms differ depending on which path you use.

4.1.1 Path A — HmperCo Catalogue Template

You start from a Product template HmperCo already offers through the standard SnS catalogue (for example, an existing hamper or food item) and apply your own branding, packaging design, or presentation to it. HmperCo-defined fields — including the underlying product specification, ingredients or components, and safety-relevant attributes of the template — cannot be altered by you and remain HmperCo's responsibility under the Food, Meat, Fresh Produce & Perishables Policy and the Consumer Protection Act, in the same way as any other HmperCo catalogue item.

4.1.2 Path B — Create My Own Product

You design an entirely new Product from scratch, including its specification, ingredients or components, sourcing, and branding. Because you — not HmperCo — determine what the Product is, is made of, and how it is made, clauses 11 to 14 below place full responsibility for sourcing, specification, and regulatory compliance on you, not HmperCo.

4.2 You can see which path applies to a given Product at every stage in your BrandLab dashboard. Where it is not clear which path a Product follows, treat it as Path B until HmperCo confirms otherwise.

5Your Account & Responsibilities

You are responsible for:

• keeping your account information accurate;
• protecting your login details;
• ensuring that activity under your account is authorised;
• reviewing your designs, Product details, prices, and variations before submission;
• maintaining any records or permissions you need for the material you upload; and
• promptly reporting suspected unauthorised account access or misuse to info@hmperco.co.za.

HmperCo may request additional information reasonably needed to verify account details, assess rights in submitted material, meet legal obligations, prevent fraud, or administer the service.

6Design Ownership & Intellectual Property

5.1 Your existing material

You retain ownership of the rights you hold in material you create or upload to BrandLab. You do not transfer ownership of your pre-existing designs to HmperCo merely by uploading them. You must have the necessary rights, permissions, or lawful basis to submit and use any material you upload.

5.2 New and adapted Designs

As between you and HmperCo, and subject to third-party rights and applicable law, you retain any rights you hold in Designs you create or develop through BrandLab.

The legal status of AI-generated or AI-assisted material can depend on the nature of the human contribution, the applicable law, and the circumstances of creation. HmperCo does not guarantee that every AI-generated result attracts copyright or other intellectual-property protection, qualifies as original, or can be exclusively claimed by you.

5.3 Limited licence to HmperCo

When you submit a Design or Product for listing, sale, production, or fulfilment through HmperCo/SnS, you grant HmperCo a non-exclusive, limited, royalty-free licence for the purposes described below, for as long as reasonably required to provide the relevant service or complete an authorised transaction.

The licence permits HmperCo, and service providers acting on its behalf where necessary, to:

• host, store, reproduce, and technically process the submitted Design;
• make reasonable technical changes required for supported Product formats, previews, sizing, production, or display;
• display the Design and associated Product information on the HmperCo website and, where authorised, the relevant SnSer Mini Store;
• advertise and promote the authorised Product through HmperCo-controlled or authorised marketing channels, subject to the Promotions, Events, Competitions & Marketing Policy;
• transmit the necessary files and specifications to authorised manufacturers, printers, fulfilment providers, or other service providers for the relevant Product;
• manufacture, arrange manufacture, list, sell, pack, dispatch, deliver, support, and process returns for Products where those activities are part of an authorised HmperCo/SnS transaction; and
• retain limited copies where necessary for transaction records, legal compliance, dispute resolution, security, or accounting.

This licence does not transfer ownership of your Design to HmperCo. It does not permit HmperCo to sell or license your Design for unrelated purposes, or to permit unrelated parties to use it independently, unless you separately agree or the law permits it.

The licence applies only to the Products, channels, and purposes you authorise through the relevant BrandLab or listing workflow. Where the interface provides a choice of sales channel, the scope of your selection governs the authorisation.

5.4 End of authorisation

You may request that a Design or Product be removed from future listings, or that its authorisation be withdrawn, by contacting splitandsell@hmperco.co.za or using the relevant platform controls, if available.

Subject to applicable law and existing customer orders, HmperCo will take reasonable steps to stop new use of the Design for future sales within a reasonable operational period.

Withdrawal does not automatically undo a completed sale, cancel an existing customer order, require the destruction of a Product already manufactured, or require deletion of records that must be retained for legal, accounting, security, or dispute purposes. HmperCo will explain any material limits on withdrawal when processing your request.

5.5 Third-party materials & traditional cultural expressions

You must not submit material that infringes another person's copyright, design rights, trade mark, privacy, publicity, or other rights, consistent with the Copyright Act 98 of 1978, the Trade Marks Act 194 of 1993, and the Intellectual Property, Logo & Brand Policy.

Do not assume that an image, logo, font, character, photograph, online image, brand name, or AI-generated result is free to use commercially merely because it is accessible or generated by a tool.

Special care is required for traditional cultural expressions, Indigenous or community-owned designs, heritage symbols, and tribal patterns. Do not claim ownership of a community's cultural material or use restricted cultural expressions commercially without the necessary authority, consent, or permissions. HmperCo may request evidence of permission or decline a submission where rights are uncertain.

7AI-Assisted Creation

BrandLab may use external AI services or other third-party technologies to help generate, transform, classify, analyse, or refine creative material. The providers and exact processing arrangements may change as the service develops.

AI outputs may be inaccurate, incomplete, similar to existing work, unsuitable for production, or commercially unusable. AI tools do not replace your responsibility to review the result before publishing or selling it.

Before submitting a Design for commercial use, you should check that:

• it does not contain unauthorised third-party material;
• wording, spelling, names, logos, and product details are correct;
• it does not make misleading claims;
• it is suitable for the intended Product and audience; and
• you have the rights and permissions necessary for your intended use.

HmperCo does not promise that AI outputs are unique, non-infringing, protectable, or suitable for a particular commercial purpose. Nothing in this clause excludes rights or remedies that cannot lawfully be excluded.

8Prohibited Submissions & Use

You may not use BrandLab to create, upload, publish, or sell material that:

• infringes intellectual-property or other legal rights;
• impersonates a person or business or falsely suggests endorsement;
• is fraudulent, deceptive, unlawfully discriminatory, threatening, or unlawfully harmful;
• contains unlawful, exploitative, or otherwise prohibited content;
• promotes illegal goods or services;
• includes personal information or someone's likeness without an appropriate lawful basis or permission;
• makes unsupported health, safety, performance, environmental, or other material product claims;
• violates applicable advertising, labelling, consumer-protection, or product-safety rules — including the Consumer Protection Act 68 of 2008, the Foodstuffs, Cosmetics and Disinfectants Act 54 of 1972, and, where relevant to the product category, standards administered by the National Regulator for Compulsory Specifications; or
• attempts to bypass platform controls, abuse the service, or interfere with its security or operation.

HmperCo may refuse, pause, remove, or restrict a Design or Product where it reasonably considers this necessary to address a legal, rights, safety, consumer-protection, fraud, or platform-integrity concern. Where appropriate, HmperCo may ask you for clarification or supporting documents.

9Product Review, Approval & Publication

Submitting a Design or Product does not mean it is approved for sale.

HmperCo may review submitted material and Product information before publication, including for technical suitability, completeness, compliance, safety, rights concerns, and compatibility with the relevant sales channel.

Approval is not a guarantee that a Design is legally cleared, that a Product will be profitable, or that all possible third-party rights have been identified. You remain responsible for the accuracy of the information and permissions you provide, subject to applicable law and HmperCo's own legal responsibilities.

HmperCo may correct listing errors, request changes, pause sales, remove a listing, or withdraw approval when reasonably necessary. Where practical, it will communicate the reason and any available steps to resolve the issue.

10Product Details, Variations & Quality

You must review all supported product options, including sizes, colours, materials, styles, print placement, images, descriptions, and other specifications, before submitting a Product.

Digital previews and mock-ups are illustrative. Actual products may differ slightly due to manufacturing processes, materials, colour reproduction, printing, sizing tolerances, or other practical constraints. Such differences must not be used to excuse a material misdescription or a failure to meet applicable consumer rights.

Do not publish claims about composition, origin, safety, certifications, performance, sustainability, or suitability unless they are accurate and can be substantiated.

11Supplier Sourcing

11.1 For a Path B ("Create My Own Product") Product, BrandLab may let you add and record your own supplier information — for example, a manufacturer, packaging supplier, or ingredient supplier you intend to work with.

11.2 Supplier information is self-entered and not vetted by HmperCo. HmperCo does not research, verify, inspect, audit, or endorse any supplier you add, and does not warrant a supplier's reliability, legitimacy, pricing, capacity, or compliance with any law. You are solely responsible for performing your own due diligence before engaging a supplier, including verifying their business registration, reputation, and ability to meet relevant safety and quality standards.

11.3 HmperCo is not a party to any agreement you reach with a supplier and bears no responsibility for a supplier's performance, non-performance, pricing disputes, or any loss arising from your dealings with them.

12Request-for-Quote (RFQ) Tool

12.1 BrandLab may provide a tool to help you draft a Request for Quote ("RFQ") document to send to a supplier you have added under clause 11.

12.2 HmperCo does not send the RFQ on your behalf. The RFQ tool generates a document for your own use; HmperCo does not transmit it to the supplier, does not facilitate communication between you and the supplier, and does not guarantee the supplier will respond, honour, or even receive it. Marking an RFQ as "sent" in BrandLab is your own record for your own tracking purposes — it is not confirmation of delivery or receipt by the supplier.

12.3 Any quote, pricing, or commitment a supplier gives you in response to an RFQ is an agreement between you and that supplier only. HmperCo has no visibility into, and no responsibility for, the accuracy or outcome of that exchange.

13Bill of Materials & Costing Estimates

13.1 BrandLab may provide tools to help you build a Bill of Materials ("BOM") and estimate the cost of producing your Product, based on the component costs, quantities, and supplier information you enter.

13.2 These tools produce estimates only, for your own planning. HmperCo does not guarantee that your actual production cost, component availability, or supplier pricing will match a BOM or costing estimate generated in BrandLab, and is not responsible for a business decision you make based on it.

14Product Specification & Regulatory Compliance

14.1 For a Path B Product, you are solely responsible for ensuring your Product — its ingredients or components, manufacturing process, labelling, packaging, and safety — complies with every applicable South African law before it is submitted for approval under clause 9, including (as relevant to your product category): the Consumer Protection Act 68 of 2008 (including the sections 55, 56, and 61 safety and quality obligations); the Foodstuffs, Cosmetics and Disinfectants Act 54 of 1972 and the Regulations Governing the Labelling and Advertising of Foodstuffs; the Meat Safety Act 40 of 2000; the Agricultural Product Standards Act 119 of 1990; and any compulsory specification administered by the National Regulator for Compulsory Specifications applicable to your product category.

14.2 Your own sign-off is not a HmperCo or regulatory approval. When you mark your product specification as complete or ready for review, this is your own self-certification that the Product complies with applicable law — it is not a safety test, laboratory analysis, regulatory certification, or compliance determination performed by HmperCo. HmperCo's own review under clause 9 is a platform-suitability check, not a substitute for your compliance obligations.

14.3 HmperCo does not manufacture, test, inspect, or certify your Product. Where your Product requires a specific regulatory approval, licence, or certification to be lawfully sold (for example, in regulated categories such as cosmetics or certain food products), you must obtain it yourself before submitting the Product for listing, and must be able to produce evidence of it to HmperCo on request.

14.4 Where HmperCo becomes aware that a live Product does not comply with applicable law, it may suspend or remove the listing immediately under clause 18, without waiting for a formal finding, to protect customers.

15Listing, Sales & SnSer Mini Stores

Where a Product is approved for sale, it may be listed through HmperCo or an eligible SnSer Mini Store in accordance with the selected sales channel and applicable platform rules.

Each SnSer Mini Store represents the individual SnSer's own storefront. A Design or Product appearing in one SnSer's Mini Store does not, by itself, transfer ownership of the Design to that SnSer or authorise unrelated use of the Design by other SnSers.

The sales channel, listing configuration, and applicable commercial agreement identify who is responsible for the sale, customer communication, payment, invoicing, fulfilment, delivery, returns, and customer remedies. These responsibilities must not be inferred solely from who created the Design or whose Mini Store displays it.

Any fees, commissions, listing charges, production charges, fulfilment fees, delivery costs, or other deductions are disclosed before the relevant transaction or commercial commitment — see clause 16.

16Prices, Fees & Payment

11.1 The applicable checkout, seller, or SnS terms disclose the relevant Product price, fees, payment method, delivery costs, and other charges before a customer commits to a purchase.

11.2 Current fee position. BrandLab is included in your existing SnS subscription at no additional charge. Products you create and list for sale through BrandLab are currently subject to the same fee structure as any other Split & Sell listing — the Marketplace transaction fee (4.7%) and the Fulfilment & packaging fee (a flat R3 for orders of R50 or less, or 4.3% for orders above R50) described in clause 6 of the Split & Sell Terms & Conditions. BrandLab does not currently charge a separate design, listing, or production fee.

11.3 If HmperCo introduces a paid design feature, a separate listing fee, a production charge, or any other recurring charge specific to BrandLab in future, the amount, billing method, renewal rules, cancellation process, and refund treatment will be clearly disclosed to you before you agree to pay, consistent with clause 6.5 of the Split & Sell Terms & Conditions.

11.4 HmperCo will not use these Terms to impose an undisclosed fee or to remove a consumer right granted by law.

17Customer Orders, Delivery, Returns & Refunds

Orders placed for Products created through BrandLab remain subject to the Delivery & Logistics Policy, the Returns Policy, and South African law.

The seller and Platform must provide accurate information about delivery, product specifications, and applicable return or refund arrangements before purchase.

Nothing in these Terms limits a consumer's non-waivable rights under the Consumer Protection Act, the Electronic Communications and Transactions Act, or other applicable law. A Product being made to order or personalised does not automatically remove all statutory rights, though it may affect eligibility for a changed-mind return under clause 5 of the Returns Policy — defective, damaged, or incorrectly supplied Products remain fully covered regardless.

If a Product is unavailable or an order cannot be fulfilled, the responsible seller handles the matter in accordance with the applicable transaction terms and law.

18Availability, Updates & Suspension

BrandLab is under development and features may be added, modified, paused, or discontinued. HmperCo will take reasonable care when making material changes that affect an existing paid service or an accepted order.

HmperCo may suspend or restrict access where reasonably necessary for security, maintenance, suspected fraud, unlawful use, rights disputes, legal compliance, or a material breach of these Terms, in accordance with the Fraud, Abuse, Account Security & Responsible Disclosure Policy.

Where practicable, HmperCo will provide notice and an opportunity to address a problem. Urgent action may be necessary to prevent harm, unlawful conduct, or further infringement.

19Disclaimers & Liability

BrandLab and its AI-assisted features are provided subject to applicable law. HmperCo does not warrant uninterrupted availability or that every generated Design will be accurate, unique, legally protectable, manufacturable, or commercially successful.

To the extent permitted by law, HmperCo is not responsible for losses caused by your unauthorised use of third-party material, inaccurate information you submit, or your failure to review a Design before publication.

Nothing in these Terms excludes or limits liability, warranties, consumer rights, or remedies that cannot lawfully be excluded or limited, including your rights under the Consumer Protection Act.

Any limitation of liability is interpreted narrowly and consistently with applicable law. It does not excuse fraud, wilful misconduct, or any liability that South African law does not permit HmperCo to exclude.

20Indemnity

20.1 To the extent permitted by South African law, you may be responsible for reasonable losses directly caused by your material breach of these Terms, including knowingly submitting material that infringes another person's rights or making unlawful claims about a Product.

20.2 Product safety and compliance. For a Path B ("Create My Own Product") Product, you specifically indemnify HmperCo against reasonable losses, claims, fines, or regulatory action HmperCo incurs as a direct result of your Product being unsafe, defective, mislabelled, or non-compliant with a law referred to in clause 14, where this arises from your specification, sourcing, or self-certification rather than from HmperCo's own fulfilment, storage, or handling of the Product once supplied to it.

20.3 This clause does not make you responsible for losses caused by HmperCo's own unlawful conduct, negligence where liability cannot be excluded, breach of its own obligations, or matters for which you are not legally responsible — including loss caused by HmperCo's own handling, storage, or fulfilment of your Product after you have supplied a compliant specification.

21Complaints & Disputes

For BrandLab questions, rights complaints, or requests to remove a Design, contact:

Please provide your account details, the relevant Design or Product link, a description of the concern, and supporting information where available. If you report an intellectual-property concern, identify the rights you believe are affected and explain the basis of your claim.

The parties should first attempt to resolve a dispute through good-faith communication, per the Complaints, Escalation & Dispute Resolution Policy. This does not prevent either party from approaching a competent regulator, court, or other body, or from exercising any statutory right.

22Privacy

Personal information used through BrandLab is governed by the Privacy Policy, which sets out the purposes of processing, categories of information, recipients or service providers (including AI service providers used under clause 7), any applicable cross-border transfers, retention arrangements, and how you may exercise your rights as a data subject under POPIA.

Do not upload sensitive personal information or another person's personal information through BrandLab unless it is necessary and you have a lawful basis to do so.

23Changes to These Terms

HmperCo may update these Terms to reflect legal requirements, material service changes, or operational needs. The current version and effective date are displayed at the top of this page.

Where a change materially affects your rights or obligations, HmperCo will give reasonable notice and obtain your renewed agreement where legally required. Changes do not retrospectively remove rights already accrued under applicable law.

24General

If a provision of these Terms is found unlawful or unenforceable, the remaining provisions continue to apply to the extent legally possible.

A failure by HmperCo to enforce a provision immediately does not necessarily mean HmperCo waives it.

These Terms are governed by the laws of the Republic of South Africa, subject to mandatory legal protections and the jurisdiction of competent South African courts.

25Operator Details