Shop Agreement

Legal

Effective Date: 28 June 2026 Version: 1.0

This Shop Owner Agreement is a contract between Toker and the natural or juristic person who registers a shop on the Platform. By submitting the shop setup wizard and clicking "Submit", you accept this Agreement. If you do not accept, do not list a shop.

1. Scope

This Shop Agreement governs:

  • Your registration of a shop on the Platform
  • Your maintenance of the shop's directory listing
  • Your honouring of Day Passes presented at your shop by end users (the Day Pass is a digital access key sold by Toker to end users — not by you; see §5)
  • Your payment of the annual shop listing fee to Toker (see §6)
  • Your use of the shop dashboard at /dashboard/shop/*

It does not govern the sale of any cannabis product by your shop — that is a transaction between you and your customer, outside the Platform and outside Toker's scope.

2. What Toker is (and is not)

  • Information directory — lists cannabis shops and provides Day Passes
  • Not a cannabis retailer, wholesaler, distributor, or transporter
  • Not your agent, employee, partner, joint venturer, franchisee, or franchisee
  • Not in custody of, or taking title to, any cannabis or other product you sell
  • Not endorsing your shop, your products, or your conduct

3. Eligibility

You may register a shop only if you:

  • Are a natural person 18+ or a duly registered South African juristic entity
  • Are legally competent to enter into a binding contract
  • Hold all licences, permits, registrations, and approvals required by South African law to operate the type of shop you register (including the Cannabis for Private Purposes Act 37 of 2024 where applicable, the Medicines and Related Substances Act 101 of 1965 where applicable, the Business Act 71 of 1991, any applicable provincial business licensing by-law, any applicable zoning approval, and any applicable tax registration)
  • Are not a person prohibited from operating a cannabis shop under South African law or any court order
  • Are not impersonating any other person or business

Toker may, at any time, ask you to provide evidence of your eligibility. If you fail to provide such evidence within 14 days of a request, Toker may suspend your shop.

4. Shop setup and listing

To register, complete the shop setup wizard. The wizard collects:

  • Identity verification (legal entity name, trading name, registration number, owner ID)
  • Location (address, latitude/longitude, service radius 1–50 km)
  • Contact (phone, WhatsApp, email, website)
  • Operating hours (default Mon–Sun, holiday closures, 24h toggle)
  • Media (hero image, gallery up to 10, logo)
  • Description (markdown, max 1 000 chars) + amenities
  • Categories (one or more from the published category list)

On submission, your shop enters pending verification. Toker's compliance team reviews and either approves, suspends, or rejects with reason.

4.4 What you may NOT include in your listing

You may not include:

  • Product listings (specific strains, SKUs, quantities)
  • Prices for any cannabis or other product
  • Specific price-based promotions (e.g. named-product discounts, "R50 off this strain" offers). General specials phrased as "come check it out" or "weekend specials in store" are allowed via the daily-post feature once available.
  • Imagery of cannabis buds, products, or paraphernalia for promotional purposes
  • Therapeutic or medical claims about cannabis (regulated by SAHPRA)
  • Comparison claims against other shops
  • Any unlawful, defamatory, infringing, obscene, or prohibited content

4.5 Daily posts (planned feature)

Toker may, at its discretion, make a daily-post feature available to listed shops. When enabled, shops may post short content to their profile within the Platform's content rules. Daily posts may include general brand copy — for example, educational tips, brand stories, "did you know" facts, or blanket specials phrased as "come check it out" without specific product names or prices. Daily posts must not include specific product names, SKUs, prices, or price-based promotions, and must not link to third-party retailers. Toker may moderate, hide, or remove any daily post that violates these rules.

5. Day Pass — what it is and how you honour it

A Day Pass is a digital access key sold by Toker (not by you) to an end user, valid at your shop for 24 hours from the time of purchase. Toker keeps the entire Day Pass revenue as payment for that software service. The Day Pass is not a sale you make and not a transaction on which you receive any portion of revenue.

Toker sets the Day Pass price and the daily inventory for your shop, at its sole discretion. The current price and inventory for your shop are shown in your Shop dashboard. Toker may change the price or inventory of unsold Day Passes at any time, but will not change the price or inventory of Day Passes already sold.

You agree to honour every Day Pass issued by the Platform for your shop at any point inside its 24-hour validity window, during your published operating hours. Because that window runs 24 hours from purchase rather than to the end of a calendar day, a Pass bought late in the day is still valid when your shop next opens. You may not refuse entry to a holder of a valid Day Pass for any unlawful reason, charge any additional fee to enter, impose conditions not disclosed in your listing, or resell/transfer/re-issue a Day Pass.

If you cannot honour a Day Pass, notify shop-support@go-toker.com within 24 hours. Toker does not share the holder's name or contact details with you, so Toker notifies the holder on your behalf and handles any refund directly with them per the Refund Policy; because you receive no portion of the Day Pass fee, a refund does not affect you. Repeated failure is grounds for suspension or termination.

6. Money — what you pay Toker, and what end users pay Toker

6.1 Your shop listing fee

You pay Toker an annual shop listing fee for your shop to be in the Toker directory. The current fee, what it covers, the payment methods, and the renewal terms are shown in your Shop dashboard. Toker may change the listing fee on renewal, with reasonable prior notice. The listing fee is non-refundable except where required by the Consumer Protection Act 68 of 2008.

6.2 Day Pass — what end users pay Toker (not you)

End users pay Toker (not you) a Day Pass fee in exchange for a digital access key that grants them access to your shop on a specific day. Toker sets the Day Pass price, at its sole discretion, and Toker keeps the entire Day Pass revenue. The Day Pass is a software service provided by Toker to your shop; it is not a sale you make, not a service you provide, and not a transaction on which you receive any portion of revenue.

You acknowledge that:

  • Toker does not pay you any portion of Day Pass revenue;
  • Toker does not pay you a commission, referral fee, or revenue share in respect of any Day Pass or end user;
  • Your revenue comes from your own sales to walk-in customers at your shop, not from Day Pass transactions.

6.3 No payouts to you

Because Toker keeps the entire Day Pass revenue (§6.2) and you pay Toker the listing fee (§6.1), there is no payout to you from Toker. Toker does not owe you any balance, hold any funds on your behalf, or carry any credit to your account in respect of Day Pass transactions.

6.4 Day Pass payment processor

Day Pass payments are processed by an independent, regulated third-party payment processor chosen by Toker — currently the payment processor shown at checkout. The active processor is shown at checkout and in your Shop dashboard. All Day Pass payment processing is governed by the processor's own terms, in addition to this Shop Agreement. Toker is not a payment processor and assumes no liability for the processor's acts or omissions.

6.5 Day Pass refunds

End users may request a Day Pass refund per the Refund Policy. Toker handles all Day Pass refunds directly with the end user. Because you do not receive any portion of Day Pass revenue (§6.2), refunds do not affect you financially.

6.6 Your tax obligations

You are solely responsible for declaring your income and paying any tax due on it (including income tax, VAT, turnover tax, or any other tax). Toker does not provide tax advice. Toker does not issue tax invoices for Day Pass transactions (because you are not a party to those transactions), and does not issue tax invoices for the annual shop listing fee unless you are VAT-registered and request one in writing.

7. Ratings

Clients who visit your shop and check in on the Platform on the same day may leave a single numeric rating of your shop, from 1 to 10. The rating is shown on your shop profile and is visible to the public.

Toker does not collect, display, transmit, or store any written text from clients about your shop. Written reviews of your shop belong on third-party platforms (such as Google); they are not a Toker feature.

Toker may, at its discretion, hide or remove a rating that appears to be collusive, fraudulent, or in violation of the Acceptable Use Policy. You may flag a rating for moderation by emailing support@go-toker.com with your shop ID, the rating timestamp, and the reason. Ratings cannot be edited or deleted by the client who left them.

8. Compliance with South African law

You agree to comply with all South African laws applicable to your operation, including:

  • Cannabis for Private Purposes Act 37 of 2024 (where applicable)
  • Medicines and Related Substances Act 101 of 1965 (where applicable)
  • Business Act 71 of 1991
  • Consumer Protection Act 68 of 2008
  • National Gambling Act 7 of 2004 (do not run unauthorised gambling)
  • Employment Equity Act 55 of 1998, Basic Conditions of Employment Act 75 of 1997, Labour Relations Act 66 of 1995
  • Income Tax Act 58 of 1962, Value-Added Tax Act 89 of 1991
  • Financial Intelligence Centre Act 38 of 2001 (you are the accountable institution for cash transactions at your premises)
  • Protection of Personal Information Act 4 of 2013 (in respect of your customer data)
  • Electronic Communications and Transactions Act 25 of 2002
  • Cybercrimes Act 19 of 2020

9. Privacy — your relationship with client data

Toker is the Responsible Party for personal information processed through the Platform (per the Privacy Policy). You are the Responsible Party for personal information you collect directly from clients at your shop (CCTV, ID copies, contact details at the till). Your POPIA compliance for that data is your own responsibility.

When a client purchases a Day Pass or checks in, Toker shares with you:

  • Day Pass code, its status, and its validity window
  • Purchase, use, and check-in timestamps
  • An opaque account identifier for the holder — not their name, contact details, or any other profile information
  • Where the Pass was gifted, the email address the gift was sent to
  • The star rating the client has left for your shop (score only — clients cannot leave written reviews)

You agree to use this information only for the purpose of honouring the Day Pass, responding to the rating, and operating your shop. You may not use it to send unsolicited commercial communications without separate consent (see section 69 of POPIA). You may not transfer it to any third party except where required by law. You must retain it only as long as is necessary and dispose of it securely. On the client's request (forwarded by Toker), you will delete within 30 calendar days.

10. Suspension and termination

Toker may suspend or terminate your shop listing if:

  • You breach this Agreement, the Privacy Policy, the AUP, or the Refund Policy
  • You breach any South African law
  • Your shop is the subject of credible complaints of fraud, misrepresentation, or unsafe practice
  • Your licence is suspended, revoked, or not renewed
  • Required by a South African court, regulator, or law enforcement agency
  • Your account has been inactive for more than 12 months
  • We are ceasing to operate the Platform in South Africa

11. Disclaimers & limitation of liability

To the maximum extent permitted by South African law: the Platform is provided on an "as is" and "as available" basis. Toker makes no warranty that the Platform will be uninterrupted, error-free, secure, or that your shop will generate any particular level of sales, traffic, or revenue. Toker does not endorse your shop, your products, or your conduct.

Toker is not liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data. Toker's total aggregate liability to you for all claims in any 12-month period is limited to the greater of (a) the total listing fees you have paid Toker in that period and (b) a liability cap set by Toker from time to time. Nothing limits liability for fraud, death or personal injury caused by negligence, breach of the CPA, or any other liability that cannot be excluded under South African law.

12. Indemnity

You indemnify Toker, its directors, employees, agents, and affiliates against any claim, demand, loss, liability, damage, fine, penalty, or expense arising from your breach of this Agreement, your breach of any South African law, your shop, premises, employees, products, or conduct, or any claim by your employees for employment-related matters.

13. Resolving disputes

Parties will first attempt informal resolution by emailing legal@go-toker.com. If informal resolution fails, mediation administered by AFSA, then arbitration administered by AFSA in Johannesburg in English. The arbitration award is final and binding.

Carve-out: the arbitration clause does not apply to a claim by Toker for any unpaid listing fee (Toker may pursue such a claim in any court of competent jurisdiction) or for urgent interim relief.

This Agreement is governed by the laws of the Republic of South Africa. Subject to the carve-outs above, the parties submit to the exclusive jurisdiction of the South Gauteng High Court, Johannesburg.

14. Contact