These terms and conditions form the basis of the membership between yourself (referred to hereafter as the practice or the member) and Hoya. When becoming a member of the Visionary Alliance program, the practice agrees to these terms and conditions
1. REGISTRATION AND MEMBERSHIP
1.1. Upon registering (www.visionaryalliance.co.za) to become part of the Visionary Alliance program you will receive your login information.
1.2. Participation in the Visionary Alliance program is by invitation only.
1.3. Program details and specifics are to be treated as confidential.
1.4. Hoya reserves the right to amend, suspend or extend specific elements or the entire program should the need arise due to legal or other external factors.
1.5. This offer can not be combined with any other promotional offer currently being offered by Hoya.
1.6. Participation in the Visionary Alliance program can be dissolved by either party in the event of the following:
1.6.1. The practice enters into a similar agreement with a Hoya competitor
1.6.2. The practice has an account that is in arrears with Hoya for 2 consecutive months
1.6.3. The practice ceases sales and purchases with Hoya Lens South Africa.
1.6.4. The practice does not achieve minimum spend requirement for 3 consecutive months.
2. REWARDS EARNING
2.1. Based on you level of support and product portfolio you will be placed into one of 3 tiers giving you rewards back on quarterly (3-month average) growth achieved.
2.2. Growth and Product based rewards to be calculated as per the Visionary Alliance program guidelines and subject to annual review. Please consult your local Hoya representative for full details.
2.3. Growth rewards will be calculated on a quarterly growth bases and paid out every 3 months. Your growth will be based on your net sales (after discounts excluding VAT) compared to the same month of the previous year.
3. Redeeming Growth Rewards
3.1. Growth rewards can be redeemed as a rebate and paid to the customer in the form of a credit to your account, or as a load to a Gift Central compliments card
3.1.1. All funds loaded onto the PayCentral Gift card will carry a standard 5% loading fee. This fee is subject to standard terms and conditions as indicated by the card holding company
3.1.2. The PayCentral card is issued by Standard Bank of South Africa LTD. Persuant to licence by Mastercard Asia/Pacific Pty.Ltd. Cash access not allowed
3.1.3. PayCentral cards can only be used at point of sale terminals within South Africa where Mastercard is accepted. You remain responsible for the safety of your card. Should your card be damaged, lost or copied, Hoya or PayCentral will not be held liable. Please visit www.paycentral.co.za for the latest terms and conditions.
3.2. In addition, when achieving the minimum monthly spend required, you will also receive monthly points for prescribing specific Hoya products.
3.3. Product Rewards – participating products include:
3.3.1. Premium Progressive lenses: Hoyalux iD Myself, Hoyalux iD Myself Profile; iD LifeStyle 4 & Balansis
3.3.2. Occupational Lenses: iD WorkStyle 3, WorkStyle Business, WorkSmart, & SupeReader
3.3.3. Advanced Focus Lenses: VisuPro Flex & VisuPro All Day
3.3.4. Advanced Single Vision: MiyoSmart
3.3.5. Photochromic enhancements: Sensity 2, Sensity Dark and Sensity Shine
3.3.6. Includes all indices and coating options
3.3.7. Excludes bulk stock, promotional or complimentary pairs
3.4. If you fall short of the minimum spend for any specific month, no points will be earned.
3.5. Your account must be in good standing at all times during the duration of this program in order to earn points and redeem rewards and vouchers.
3.6. Only spend on your RX account qualifies, frames and equipment purchases are excluded.
4. Redeeming Product Rewards
4.1. All marketing rewards to be held by Hoya in a marketing account for the individual account.
4.2. Stores can redeem the marketing support for any practice building initiatives and or tools, and includes, but not limited to: store signage, POS materials, store display AV equipment, dispensing tools, social media marketing, direct marketing and promotional advertisement.
4.3. Redemption of points for non-direct marketing or practice building expenses to be allowed upon approval by Hoya. Please contact your local Hoya Area Sales manager to facilitate any unspecified or “out of the ordinary” claims.
4.4. When redeeming, stores can submit an invoice to Hoya directly, or have the service provider invoice Hoya directly. All payments will only be made once approved and available balances confirmed by Hoya.
4.5. It remains the responsibility of the store to ensure that sufficient funds are available for the specific marketing expense. In the case of a shortfall, the practice will be liable for the balance of the marketing expense.
4.6. Rewards cannot be transferred to another account or exchanged for cash, or payment of the lab account.
4.7. In the event that the minimum (R20 000net net) monthly spend is not achieved for 4 consecutive months, all accumulated funds will be forfeited by the member.
4.8. Unused rewards will expire after 24 months.
4.9. Hoya reserves the right to amend, cancel or extend the agreement should the need arise due to any external, financial or legal requirement or influences.
5. Copyright
As licence and copyright holder, all images, trademarks, logo’s or promotional concepts are only to be used with the approval of Hoya for any customized or personalized materials.
6. Interpretation
It is specifically recorded that this agreement shall be interpreted in an equal manner.
7. Purpose of the agreement
This agreement has come into effect as a result of negotiations between the parties on the face hereof, and is done so freely and voluntarily between the parties, and all parties hereto specifically record by their signatures hereto, that neither party was coerced or enticed into signing this agreement. Both parties by their signature hereto agree that this agreement is for their mutual benefit. The parties hereto further agree that the purpose of this agreement is to state the scenarios in which the client will be entitled to certain rebates and the value of such rebates.
8. Duties of the supplier
The supplier is required to provide the client with the rebate if the client has met the qualifying criterion for each respective rebate as more fully described under clause 6 below.
9. Duties of the client
The terms of this agreement are presupposed upon the client meeting certain criteria as more fully described in Annexure A. All the customer’s accounts must be in good standing before any rebates will become payable to the client.
10. Rebate/Rewards
The client is entitled to a rebate if the qualifying criterion for that respective rebate/rewards is met by the client. The client shall be entitled to the rebate/s: as stated in the Visionary Alliance Guide. The client will not be entitled to any rebates that have not been listed. If a rebate has not been noted in the guide then the clause that relates that to that rebate will fall away from this agreement. No other rebates except those described in Annexure A shall be offered or enforceable by the client or the supplier. The name of the rebates, description of the rebates offered, the qualifying criterion and the value of each respective rebate is noted in Visionary Alliance Program guide.
11. CONSUMER PROTECTION ACT
11.1. The client hereby specifically acknowledges that should they be a juristic person whose nett asset value and/or turnover is above the threshold prescribed by the regulations thereto, with regard to juristic persons, then the provisions of the Consumer Protection Act No. 68 of 2008 shall not apply. If, however the client is a sole trader or juristic person whose nett asset value and/or turnover is below the threshold as described by the Minister from time to time, then the Consumer Protection Act 68 of 2008 and its regulations shall apply. In such an instance the client fully acknowledges that this agreement is for the convenience of the consumer and that the limitation of choice of suppliers constitutes a convenience to the customer that outweighs the limitation of the right to choose and select suppliers as enshrined in Section 13 of the Consumer Protection Act. The customer further acknowledges that the bundling of these supplies and services results in an economic benefit for it as the machinery, as supplied by the supplier is done so at no cost to the client.
11.2. The client further acknowledges that this agreement has not come into force and effect due to the result of any direct marketing as contemplated by Section 16 of the Consumer Protection Act No. 68 of 2008.
12. CANCELLATION
12.1. Should the client cancel this agreement for whatever reason, the client shall for forfeit any rebates described in clause 6 above and Annexure A from the date of cancellation.
12.2. The client may cancel this agreement by giving the supplier thirty days’ notice thereof. The supplier reserves the right to cancel the agreement with immediate effect. The cancellation will only be accepted in written format.
12.3. Should the supplier cancel the agreement for whatsoever reason then the client will not be entitled to any rebates contemplated in clause 6 above from the date of cancellation.
13. DURATION
This agreement shall endure from the effective date till the date as stated in Annexure A or the date of cancellation.
14. BREACH
14.1. Should any party hereto breach the terms and conditions of this agreement, then the aggrieved party must notify the breaching party of such breach and provide the breaching party five working days to remedy such breach, failing which the aggrieved party may declare a dispute under this agreement. A notice of breach may be served upon the other party by each party by e-mail to the e-mail address as reflected in the domicilum citandi et executandi clause below and it shall be deemed as received by the other party on the date of despatch of the e-mail.
14.2. Should the breaching party fail to remedy any breach then notwithstanding the fact that the aggrieved party may declare a dispute, nothing shall preclude the aggrieved party from cancelling this agreement with immediate effect and taking any action against the other party as is available to the aggrieved party in law and subject to clause 11 below.
15. GOVERNING LAW
15.1. This agreement is construed and interpreted in terms of the laws of the Republic of South Africa. Should any dispute arise regarding the contents matter and/or the interpretation of this agreement and/or any rights arising out of this agreement, the parties hereby irrevocably agree to refer all such disputes to arbitration. Such arbitration shall be conducted by a retired Judge of the High Court or Supreme Court of Appeal of South Africa and such referral shall be done within one calendar month of the notice of breach served on the other party lapsing. The costs of such arbitration shall be borne equally between the parties. The parties hereby irrevocably agree that the party who is unsuccessful in any arbitration as aforementioned, shall reimburse the other party of all costs to date of the arbitration and a signed certificate from the claiming party’s attorneys detailing the exact costs to date, shall be prima facie proof of such costs and shall be paid by the non successful party.
15.2. Notwithstanding the above, nothing hereto shall limit or preclude either party hereto approaching any court of competent jurisdiction for interim and/or urgent relief against the other party.
16. SEVERABILITY
Should any word, clause, phrase, paragraph, sentence of this agreement be deemed unenforceable and unlawful by any court, or arbitrator, of competent jurisdiction, then the remaining words, clauses, phrases, paragraphs, sentences shall remain within full force and effect mutatis mutandis.
17. CONTRA PREFERENTEM
The parties hereto irrevocably agree that the rule of interpretation being the contra preferentem rule which dictates that any contract is interpreted against the party drawing it, shall specifically not apply to this contract and that it shall in no way be interpreted in any manner to the detriment of the company/supplier and/or the drafting party in any way whatsoever.
18. WHOLE AGREEMENT
This constitutes the whole agreement between the parties with regard to the subject matter and no variation, alteration, amendment, relaxation or failure to enforce any terms hereof, shall have any force and effect unless reduced to writing and signed by both parties. Both parties hereto further acknowledge that any such change as aforementioned shall be reduced to a signed document and such change specifically excludes notifications to each party in writing via electronic mail. In other words, any change must be reduced to the form of an agreement which shall form an addendum to this agreement, and the parties original signatures shall be appended thereto, and not any form of digital signature.
19. INDULGENCE AND WAIVER
Should either party hereto provide any indulgence of any form or any kind in any way, to the other party, such indulgence shall not be seen to be binding on either party unless same is reduced to writing and signed in original form by both parties.
