Terms, Conditions, Policies and Agreements

TERMS OF SERVICE

Last Updated: December 27, 2025

These Terms of Service ("Terms") govern your access to and use of the websites www.optiflowmist.com (the "Consumer Website") and portal.optiflowmist.com (the "Trade Portal"), collectively referred to as the "Services," operated by Spore Cloud (Pty) Ltd, registration number [Insert Company Reg No.], trading as Opti-Flow ("Opti-Flow," "we," "us," or "our"), located at Unit 1, Galaxy Drive, Johannesburg, South Africa. By accessing or using the Services, creating an account, or placing an order for products ("Products") such as Opti-Flow Core, Opti-Flow N+, or future variants (e.g., therapeutic cannabis-infused products), you agree to be bound by these Terms. If you do not agree, do not access the Services or purchase Products.

These Terms incorporate by reference our Privacy Policy, Acceptable Use Policy, Dispute Resolution Policy, Shipping Policy, and Refund Policy (collectively, the "Policies"), which are detailed below. We are committed to radical transparency, scientific integrity, and unlocking human potential through clean, fast-acting nootropics. These Terms reflect our dedication to compliance with South African laws, including the Consumer Protection Act 68 of 2008 ("CPA"), Protection of Personal Information Act 4 of 2013 ("POPIA"), Financial Intelligence Centre Act 38 of 2001 ("FICA"), Electronic Communications and Transactions Act 25 of 2002 ("ECTA"), and excise regulations under the South African Revenue Service ("SARS").

Contact us at [info@optiflowmist.com](mailto:info@optiflowmist.com?referrer=grok.com) (for consumers) or [trade@optiflowmist.com](mailto:trade@optiflowmist.com?referrer=grok.com) (for trade accounts) or +27 82 838 2663 for any questions. For data protection queries, contact our Information Officer at the same email addresses.

1. Definitions

User or You: Any individual or entity accessing the Services, including consumers (B2C) and verified trade accounts (B2B/wholesale).
Products: Cognitive performance tools, including sublingual nano-emulsion mists like Opti-Flow Core (adaptogenic, no nicotine) and Opti-Flow N+ (micro-dosed nicotine <1 mg per spray, synergized with cordyceps).
Restricted Products: Those containing nicotine or therapeutic cannabis ("420" variants), subject to age and legal restrictions.
Services: The Consumer Website for retail purchases and the Trade Portal for wholesale/bulk orders, including order syncing for fulfillment efficiency.
Order Data: Information related to purchases, synced between platforms for inventory and processing, subject to our Privacy Policy.

2. Acceptance of Terms

By using the Services, you confirm you have read, understood, and agree to these Terms and Policies. We may update these Terms at any time; changes will be posted here, and your continued use constitutes acceptance. Check regularly. If you are using the Services on behalf of a business, you represent you have authority to bind that entity.

3. Description of Services

Opti-Flow provides e-commerce platforms for purchasing nootropic Products designed to enhance cognitive performance. The Consumer Website is for individual retail purchases, while the Trade Portal is exclusively for verified business entities (e.g., retailers, distributors) for wholesale. Orders may sync between platforms for efficient fulfillment via integrated systems like Odoo, but access remains segregated: Retail users cannot access wholesale pricing or features without FICA verification.

We do not guarantee uninterrupted access; Services may be suspended for maintenance or compliance reasons.

4. Eligibility and Account Registration

4.1. You must be at least 18 years old to use the Services or purchase Products. By registering, you confirm you meet this requirement.

4.2. Restricted Products are not for sale to or use by individuals under 18. We may require age verification (e.g., ID upload or third-party checks) at checkout or delivery. Failure to provide proof results in cancellation.

4.3. For Trade Portal accounts: Strictly for registered businesses. Submit application with business registration (e.g., CIPC certificate), VAT details, and full FICA verification (e.g., director IDs, address proof <3 months old, tax clearance). We may require Broad-Based Black Economic Empowerment (BBBEE) verification (e.g., Level 4 or higher). Approval is at our discretion; accounts are non-transferable.

4.4. You are responsible for account security and notifying us of unauthorized use. We may suspend accounts for violations.

5. Orders, Payments, and Subscriptions

5.1. Orders are subject to acceptance and availability. We may refuse or cancel for reasons like stock issues or fraud, with full refund.

5.2. Prices are in South African Rand (ZAR), including VAT. Excise duties on Restricted Products comply with SARS (e.g., R3.04/ml on nicotine). Pricing is confidential for Trade Portal users.

5.3. Payment: Immediate via secure gateways (e.g., Yoco for cards, EFT). For Trade: Net 30 days for approved credit accounts. Late payments incur prime rate +2% interest.

5.4. Subscriptions (if available): Auto-renew monthly/quarterly. Cancel via account with pro-rated refunds per CPA. We use compliant providers (e.g., Peach Payments) for Restricted Products.

5.5. International Orders: You handle customs, taxes, and compliance. We do not ship Restricted Products to prohibited jurisdictions.

5.6. Non-payment: We may suspend accounts and pursue recovery, including fees.

6. Shipping and Delivery (Shipping Policy)

6.1. South Africa: 1-5 business days via multiple providers; costs calculated at checkout (e.g., R50-150 based on weight/location).

6.2. Delivery estimates only; not guaranteed. Delays (e.g., customs, force majeure) are not our liability.

6.3. Risk passes on delivery (FOB Johannesburg for Trade). Inspect and report issues within 48 hours.

6.4. International: 7-21 days; you bear risks and costs. Tracking provided.

7. Returns and Refunds (Refund Policy)

7.1. Returns within 30 days for unopened Product, per CPA. Customer pays return shipping unless defective.

7.2. Initiate via email with order number. Refunds processed 7-10 business days post-inspection.

7.3. No returns for personalized/perishable items or >10% used. ECTA 7-day cooling-off for electronic transactions (unused Products).

7.4. For Trade: Limited to defects/non-conformance within 7 days; no change-of-mind returns.

7.5. Subscriptions: Pro-rated refunds on cancellation.

8. Product Disclaimers and Health Warnings

8.1. Products are cognitive tools, not medical treatments. Not intended to diagnose, treat, cure, or prevent diseases.

8.2. Nicotine/420 Products: Habit-forming; micro-dosed but use responsibly. Consult physician if pregnant, on MAOIs, or with conditions.

8.3. Third-party tested; scan QR for CoA. Results vary; no guarantees.

8.4. Usage: Spray sublingually, inhale lightly. Do not exceed dosage (1-2 sprays, up to 4x daily). Store away from children. No liability for misuse.

8.5. N+ not a cessation aid; seek advice for quitting. Comply with local laws for 420 Products.

9. Acceptable Use Policy

9.1. Use Services lawfully. Prohibited: Illegal activities, fraud, resale without authorization (Trade only), or violating age restrictions.

9.2. Do not: Tamper with Products, misuse IP, or engage in harmful conduct (e.g., hacking, spamming).

9.3. We may suspend/terminate for violations.

10. Intellectual Property

10.1. Services, logos (e.g., droplet "Opti-Flow"), content, and trademarks are owned by us. Limited license for personal use (Consumers) or resale (Trade, per guidelines).

10.2. User content (e.g., reviews) grants us non-exclusive license for marketing.

10.3. No reproduction without permission.

11. Privacy Policy

11.1. We comply with POPIA. Collect data (name, email, address, payment, FICA for Trade) for orders, service, marketing (with consent).

11.2. Use: Processing, syncing between platforms, analytics. Share with essentials (e.g., payment providers like Yoco/Peach, couriers). No sales to third parties.

11.3. Security: Encrypted storage. Retention: 5-7 years per tax laws, then anonymized.

11.4. Rights: Access, correct, delete via [info@optiflowmist.com](mailto:info@optiflowmist.com?referrer=grok.com). Withdraw consent. Breach notification per POPIA.

11.5. International Transfers: Data may go outside SA (e.g., cloud servers); equivalent protection ensured.

11.6. Cookies: For functionality; manage via browser. No third-party ads.

11.7. Children's Privacy: Not for under 18; delete such data.

12. Warranties and Liability

12.1. Products warranted against defects (6 months for Trade); replace excluding shipping. No coverage for misuse.

12.2. Disclaim implied warranties to extent permitted. Liability limited to Product price. No indirect/consequential damages.

12.3. Claims: Notify in writing within 8 days (Consumers) or 7 days (Trade).

12.4. Does not affect CPA statutory rights.

12.5. Trade Indemnity: You indemnify us for resale claims, non-compliance.

13. Termination and Suspension

13.1. We may terminate/suspend for breach (e.g., non-payment, violations) with notice. Outstanding obligations remain.

13.2. Consumers: Cancel account anytime. Trade: 30 days' notice.

13.3. Upon termination, cease use; licenses revoke.

14. Dispute Resolution Policy

14.1. Encourage informal resolution: Contact us first.

14.2. Disputes governed by SA laws; resolved in Johannesburg courts or via arbitration (Trade: AFSA rules).

14.3. Refer to National Consumer Commission or Ombud for mediation per CPA.

15. Force Majeure

Neither party liable for delays from uncontrollable events (e.g., pandemics, disruptions). Notify within 7 days.

16. Miscellaneous

16.1. Severability: Invalid provisions do not affect others.

16.2. Entire Agreement: These Terms supersede prior agreements.

16.3. No Waiver: Failure to enforce does not waive rights.

16.4. Assignment: We may assign; you may not without consent.

By using the Services, you acknowledge agreement. For questions, contact Jacques Joubert at +27 82 838 2663.

PRIVACY & COOKIE POLICY

Last Updated: December 27, 2025

Opti-Flow (operated by Spore Cloud (Pty) Ltd) ("we," "us," or "our") respects your privacy and is committed to protecting your personal information. This policy outlines how we collect, use, process, and disclose your information when you use our websites (www.optiflowmist.com and portal.optiflowmist.com), purchase our products, or engage with our services.

We comply with the Protection of Personal Information Act 4 of 2013 (POPIA) and the Promotion of Access to Information Act 2 of 2000 (PAIA).

1. Information We Collect

We collect information directly from you, automatically through your use of our services, and from third-party sources.

1.1. Personal Information Provided by You

Identity Data: Name, username, date of birth (for age verification).
Contact Data: Billing address, delivery address, email address, and telephone numbers.
Financial Data: Bank account details (for Trade Customers) and payment card details (processed securely by third-party gateways; we do not store full card numbers).
Transaction Data: Details of products purchased and payments made.
Business Verification Data (Trade Only): CIPC documents, VAT numbers, and Director IDs as required for business vetting.

1.2. Automatically Collected Information

Technical Data: IP address, browser type, time zone setting, location data, and operating system.
Usage Data: Information about how you use our website, products, and services.

2. How We Use Your Information

We process your personal information for the following purposes:

Order Fulfillment: To process and deliver your orders, manage payments, and provide customer support.
Account Management: To manage your registration as a Consumer or Trade Customer.
Compliance: To verify your age (for Restricted Products) and verify business details (for Trade Accounts).
Marketing: To send you newsletters and promotional offers, provided you have opted in. You may opt-out at any time.
System Syncing: Your data is synchronized between our e-commerce platforms (WooCommerce) and our ERP system (Odoo) to ensure accurate inventory and financial records.

3. Sharing of Information

We do not sell your personal information. We share data only with trusted third parties required to provide our services:

Service Providers: Logistics partners (e.g., Bob Go, The Courier Guy) for delivery; Payment Gateways (e.g., Yoco) for processing transactions.
IT Service Providers: Cloud hosting and ERP providers (e.g., Odoo, n8n) who process data on our behalf.
Legal Obligations: Regulatory authorities (e.g., SARS) if required by law.

4. International Transfers

Some of our service providers (e.g., Odoo Cloud, WhatsApp API) may store data on servers located outside of South Africa. We ensure that these providers adhere to data protection standards substantially similar to POPIA (such as the GDPR) or are bound by binding agreements to protect your data.

5. Data Security and Retention

Security: We implement appropriate technical and organizational measures (encryption, access controls) to protect your data against unauthorized access or loss.
Retention: We retain your personal information only as long as necessary to fulfill the purposes for which it was collected, or as required by law (e.g., 5 years for tax records).

6. Cookies Policy

Our website uses cookies to enhance your browsing experience.

Essential Cookies: Required for the website to function (e.g., maintaining your shopping cart).
Analytical Cookies: Help us understand how visitors interact with our website (e.g., Google Analytics).
Marketing Cookies: Used to track visitors across websites to display relevant ads.

You can choose to disable cookies through your browser settings, but this may limit the functionality of our services.

7. Your Rights

Under POPIA, you have the right to:

Request access to the personal information we hold about you.
Request correction or deletion of your personal information.
Object to the processing of your personal information.
Lodge a complaint with the Information Regulator (https://inforegulator.org.za/).

ACCEPTABLE USE POLICY

Last Updated: December 27, 2025

This Acceptable Use Policy ("AUP") outlines the standards that apply to the use of the websites and services provided by Spore Cloud (Pty) Ltd t/a Opti-Flow ("we," "us," or "our"), including the consumer site (www.optiflowmist.com) and the wholesale portal (portal.optiflowmist.com).

By accessing our Services, you agree to use them responsibly and in compliance with all applicable South African laws, including the Tobacco Products Control Act, Medicines and Related Substances Act, and the Consumer Protection Act.

1. Prohibited Conduct

You agree not to use our Services or Products for any of the following:

1.1. Unlawful Activities

Illegal Substances: Using the Services to buy, sell, or distribute illegal drugs or substances that exceed legal limits (e.g., THC levels above the South African legal threshold).
Underage Distribution: Procuring Restricted Products (Nicotine, 420 range) for individuals under the age of 18.
Fraud: Using stolen credit cards, identity theft, or false business credentials to bypass FICA verification on the Trade Portal.

1.2. Misuse of Products & Medical Claims

Medical Misinformation: You may not post reviews, comments, or social media content claiming that Opti-Flow products treat, cure, or prevent specific diseases (e.g., "Cured my anxiety," "Fixed my insomnia"). This violates SAHPRA regulations.
Off-Label Use: Promoting the use of our products in ways not intended (e.g., ocular use, exceeding recommended dosages for recreational effects).

1.3. System Abuse (Tech Security)

Interference: Attempting to interfere with our servers, n8n integrations, Odoo ERP, or payment gateways (Yoco/Peach Payments).
Scraping: Using bots, spiders, or scrapers to harvest pricing data or user information.
Bypassing Security: Attempting to access the Trade Portal without a valid, approved B2B account.

2. Content Standards

When posting reviews, comments, or interacting with our social media channels, your content must NOT:

Contain hate speech, harassment, or defamation.
Promote illegal acts or violence.
Infringe on any third party’s intellectual property rights.
Impersonate Opti-Flow staff or authorized distributors.

3. Trade Specific Restrictions (B2B)

If you hold a Trade Account, you agree NOT to:

Leak Pricing: Disclose confidential wholesale pricing to the public or unauthorized third parties.
Unauthorized Resale: Resell Opti-Flow products on third-party marketplaces (e.g., Takealot, Amazon) without prior written consent.
Brand Damage: Market the products in a way that is non-compliant with South African advertising standards (e.g., marketing nicotine to children).

4. Enforcement and Takedowns

We reserve the right to investigate violations of this policy. If you breach this AUP, we may:

Remove Content: Delete reviews or posts that make unsubstantiated medical claims or violate safety guidelines.
Suspend Accounts: Immediately revoke access to the Trade Portal or Consumer Account.
Legal Action: Report illegal activities (such as fraud or underage distribution) to the South African Police Service (SAPS) and relevant regulatory bodies.

5. Reporting Violations

If you become aware of any misuse of our Services or Products, please report it immediately to:

Email: info@optiflowmist.com
Phone: +27 82 838 2663

MERCHANT TRADE SERVICES AGREEMENT

Effective Date: December 27, 2025

This Merchant/Trade Services Agreement ("Agreement") is entered into by and between:

Spore Cloud (Pty) Ltd (Registration No. [Insert Reg No.]), trading as Opti-Flow ("Supplier" or "we"), having its principal place of business at Unit 1, Galaxy Drive, Johannesburg, South Africa; and
The Applicant, being the legal entity identified in the Trade Account Application Form submitted via the Trade Portal ("Merchant" or "you").

By applying for a Trade Account, accessing the portal at portal.optiflowmist.com, or purchasing Products for resale, you agree to be bound by this Agreement.

1. Definitions

"Confidential Information": Proprietary information including wholesale pricing structures, product formulations, future product roadmaps, and marketing strategies.
"End-User": The consumer purchasing the Product from the Merchant for personal use.
"Products": Goods supplied by Opti-Flow, including the Core range, N+ (Nicotine), and 420 (Botanical) variants.
"Restricted Products": Products subject to the Tobacco Products Control Act or Medicines and Related Substances Act (specifically Nicotine and Cannabis variants).
"Trade Portal": The B2B e-commerce platform used for wholesale ordering and inventory management.

2. Appointment and Relationship

2.1. Non-Exclusive Appointment: The Supplier appoints the Merchant as a non-exclusive reseller of the Products within the Territory (Republic of South Africa).

2.2. Independent Contractor: The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. The Merchant has no authority to bind the Supplier legally or financially.

2.3. No Minimum Guarantee: The Supplier does not guarantee a specific volume of sales or profit margin to the Merchant.

3. Merchant Obligations

3.1. Compliance and Regulatory Responsibility

The Merchant acknowledges that the Products include regulated substances. The Merchant agrees to:

Age Verification: Strictly enforce a ban on sales to persons under 18 years of age. The Merchant assumes full liability for verifying the age of End-Users at the point of sale/delivery.
Marketing Claims: NOT make any medical or therapeutic claims (e.g., "Cures Anxiety", "Treats Insomnia") regarding the Products. Marketing must align strictly with Opti-Flow's official guidelines (focusing on "Wellness" and "Cognitive Support").
Licensing: Ensure it holds all necessary local trading licenses to sell tobacco-related or hemp-derived products.

3.2. Storage and Quality Control

Products must be stored in a cool, dry place away from direct sunlight and extreme temperatures (below 25°C).
The Supplier is not liable for spoilage or degradation of active ingredients (Nicotine/Nootropics) caused by improper storage after risk has passed to the Merchant.

3.3. Sales Channels

Authorized Channels: The Merchant is authorized to sell via their own physical retail store(s) or their own branded website.
Prohibited Channels: The Merchant MAY NOT list Opti-Flow products on third-party marketplaces (e.g., Takealot, Amazon, Makro Marketplace) without prior written consent from the Supplier. This is to protect brand pricing stability.

4. Ordering, Pricing, and Payment

4.1. Wholesale Pricing: Products are sold at the Wholesale Price listed on the Trade Portal at the time of order.

4.2. Recommended Retail Price (RRP): The Supplier may provide an RRP to protect brand value. While the Merchant is free to set their own prices in accordance with the Competition Act, habitual deep-discounting that damages the brand image may result in termination of this Agreement.

4.3. Payment Terms:

Pre-Paid: Orders must be paid in full (EFT/Card) before dispatch unless a credit facility is approved.
Credit Accounts: Approved credit accounts are strictly Net 30 Days. Interest of Prime + 2% applies to overdue amounts.

4.4. VAT & Excise: All wholesale prices exclude VAT. Excise duties (where applicable on Nicotine products) are included in the base cost paid to SARS by the Supplier, but the Merchant is liable for VAT on their resale markup.

5. Shipping, Risk, and Ownership

5.1. Incoterms: Deliveries are FOB (Free on Board) Johannesburg.

5.2. Risk: Risk of loss or damage passes to the Merchant the moment the goods are handed to the courier/carrier.

5.3. Ownership: Ownership of the Products remains with the Supplier until full payment has been received (Reservation of Title).

5.4. Inspection: The Merchant must inspect goods upon receipt. Discrepancies (shortages/breakages) must be reported within 48 hours with photographic evidence.

6. Product Recalls

6.1. In the event of a product recall (voluntary or mandated by SAHPRA/Consumer Commission), the Merchant agrees to:

Immediately cease sales of the affected batch.
Cooperate fully in retrieving stock from End-Users if required.

6.2. The Supplier will bear the cost of replacing recalled stock, provided the recall was not caused by the Merchant’s improper storage or handling.

7. Intellectual Property (IP)

7.1. The Merchant is granted a limited, revocable license to use Opti-Flow trademarks and images solely for the purpose of marketing and selling the Products.

7.2. The Merchant may not alter, obscure, or remove any packaging, branding, or warning labels (e.g., Nicotine Warnings) on the Products.

7.3. The Merchant may not register any domain names or social media handles containing "Opti-Flow" or confusingly similar terms.

8. Warranties and Indemnity

8.1. Supplier Warranty: We warrant that Products supplied comply with their specifications and are free from manufacturing defects for a period of 6 months from delivery.

8.2. Indemnity: The Merchant indemnifies and holds the Supplier harmless against any claims, fines, or damages arising from:

The Merchant’s sale of Restricted Products to minors.
Medical claims made by the Merchant not authorized by the Supplier.
Negligent storage or handling of the Products.

9. Termination

9.1. Notice: Either party may terminate this Agreement with 30 days' written notice.

9.2. Immediate Breach: The Supplier may terminate immediately if the Merchant:

Fails to pay invoices when due.
Violates brand safety guidelines (e.g., marketing to children).
Enters liquidation or business rescue.

9.3. Consequences: Upon termination, all outstanding amounts become immediately due. The Merchant must cease using Opti-Flow IP immediately.

10. General

10.1. Governing Law: This Agreement is governed by the laws of the Republic of South Africa.

10.2. Dispute Resolution: Disputes shall be resolved via arbitration in Johannesburg under AFSA rules.

10.3. Non-Waiver: Failure to enforce any provision does not constitute a waiver of rights.

10.4. Entire Agreement: This document constitutes the entire agreement between the parties superseding all prior agreements.

By clicking "I Agree" on the Trade Portal or proceeding with a Trade Order, you acknowledge that you have read, understood, and agreed to these terms.

AGE VERIFICATION POLICY

Last Updated: December 27, 2025

Opti-Flow (operated by Spore Cloud (Pty) Ltd) is committed to preventing the sale of age-restricted products to minors. We strictly adhere to the Tobacco Products and Electronic Delivery Systems Control Act and the guidelines set forth by the Vapour Products Association of South Africa (VPASA).

This policy applies to all users accessing our Consumer Website (www.optiflowmist.com) and Trade Portal (portal.optiflowmist.com).

1. The Age Requirement

You must be 18 years of age or older to purchase any product from Opti-Flow.

While our "Core" range is non-regulated, our commitment to cognitive performance is targeted at adult physiology. Therefore, we enforce a blanket 18+ policy across our entire platform.

2. Restricted Products

Specific strict verification measures apply to our Restricted Products:

Opti-Flow N+ (Contains Nicotine).
Opti-Flow 420 (Contains Cannabinoids/Botanicals).

3. How We Verify Your Age

We utilize a "Double-Lock" verification system to ensure compliance:

3.1. Digital Verification (At Checkout)

Self-Declaration: By entering our site and proceeding to checkout, you legally declare that you are over 18.
Data Matching: We reserve the right to cross-reference your Name, ID Number, and Payment Details against third-party credit bureaus or identity databases (e.g., XDS, VerifyNow) to confirm your age.
ID Upload: In cases where automated verification fails or for high-value orders, we may request a clear upload of your South African ID, Driver’s License, or Passport before releasing the order.

3.2. Physical Verification (At Delivery)

Adult Signature Required: All parcels containing Restricted Products are shipped with a "Adult Signature Required" instruction to our couriers (e.g., The Courier Guy).
Courier Checks: The delivery agent reserves the right to request proof of identification from the recipient. If the recipient appears under 18 and cannot produce an ID, the parcel will NOT be handed over.

4. Failed Verification & Consequences

If we cannot verify your age, or if you are found to be under 18:

Order Cancellation: The order will be immediately cancelled.
Restocking Fee: We reserve the right to deduct a 15% administration and restocking fee from the refund to cover banking and handling costs associated with the attempted illegal purchase.
Account Ban: Your account will be permanently suspended.

5. Trade & Wholesale Partners

All Trade Accounts (B2B) on the Trade Portal undergo strict vetting.

We verify the identity and age of the business Directors via CIPC and FICA documentation.
Reseller Responsibility: As a registered Merchant, you agree to implement your own age verification systems at the point of resale. You indemnify Opti-Flow against any legal action resulting from your failure to verify the age of your end-users.

6. Privacy & Data Security (POPIA)

We understand that your ID number is Special Personal Information.

Storage: ID copies or age verification data are stored on encrypted servers with restricted access.
Retention: We retain age verification records for 5 years solely to demonstrate legal compliance to authorities (e.g., SARS or the Department of Health).
Usage: This data is never sold or used for marketing purposes.

SUBSCRIPTION SERVICES AGREEMENT

Last Updated: December 27, 2025

This Subscription Services Agreement ("Agreement") governs the recurring order program provided by Spore Cloud (Pty) Ltd t/a Opti-Flow ("we," "us," or "our").

By selecting the "Subscribe & Save" option at checkout on www.optiflowmist.com, you agree to these terms, which supplement our Terms of Service and Privacy Policy.

1. Subscription Overview

The Opti-Flow Subscription is an auto-renewal service. By enrolling, you authorize us to:

Ship your selected Products (Core, N+, or 420 range) at the frequency you selected (e.g., Monthly, Quarterly); and
Automatically charge the payment method on file for each shipment.

2. Billing and Payment

2.1. Recurring Charges: You agree that your subscription will automatically renew and your payment method will be charged on the same day of the month/interval as your initial order (the "Billing Date").

2.2. Payment Methods: We use PCI-DSS compliant gateways (e.g., Peach Payments, Yoco) to store tokenized payment credentials. We do not store your credit card details on our servers.

2.3. Failed Payments: If a payment fails (e.g., expired card, insufficient funds):

We will attempt to re-charge the card over a period of 5 days.
If payment remains unsuccessful, your subscription will be Paused and no shipment will be generated.
You are responsible for updating your payment details via the "My Account" dashboard.

3. Pricing and Excise Duties

3.1. Current Price: You will be charged the price listed at the time of each renewal.

3.2. Price Changes: Due to the volatile nature of Excise Duties on Nicotine (N+) and botanical products:

We reserve the right to adjust subscription prices.
We will provide you with at least 30 days' written notice (via email) of any price increase.
If you do not cancel before the next Billing Date, you are deemed to have accepted the new price.

4. Cancellation and Pausing

This section complies with the Consumer Protection Act (CPA) regarding fixed-term and renewable contracts.

4.1. How to Cancel: You may cancel your subscription at any time via the "My Account" dashboard on our website or by emailing info@optiflowmist.com.

4.2. Cancellation Deadline: To avoid being charged for the next cycle, you must cancel at least 24 hours before your next Billing Date.

4.3. No Refund on Processed Orders: Once a renewal charge has gone through and the order has status "Processing" or "Shipped," it cannot be cancelled. You may return the parcel per our Refund Policy (unopened only), but shipping fees are non-refundable.

4.4. Pause Option: Going away? You may "Pause" your subscription for up to 3 months without penalty via your dashboard.

5. Restricted Products (N+ and 420)

5.1. Continuous Age Verification: Even for recurring orders, we are legally required to ensure products are not delivered to minors.

5.2. Recipient Status: You confirm that the person receiving the recurring shipment is 18 years or older.

5.3. Regulatory Changes: If South African law changes (e.g., a ban on online sales of nicotine), we reserve the right to immediately terminate subscriptions for affected products without penalty.

6. Liability and Returns

6.1. Hygiene: Due to the nature of oral sprays, we cannot accept returns of opened subscription products unless they are defective.

6.2. Modifications: We may update product formulas or packaging. We will notify you of material changes to the formula (e.g., changes in Nootropic blend or Nicotine strength).

AFFILIATE PROGRAM TERMS & CONDITIONS

Last Updated: December 27, 2025

This Affiliate Agreement ("Agreement") acts as a binding contract between Spore Cloud (Pty) Ltd t/a Opti-Flow ("we," "us," or "Company") and the individual or entity applying to join the program ("Affiliate" or "you").

By submitting an application via the Opti-Flow Trade Portal, you agree to abide by these terms.

1. Enrollment and Status

1.1. Approval: Enrollment is not automatic. We vet all applicants to ensure alignment with our brand values (Science, Transparency, Performance). We reserve the right to reject any application at our sole discretion.

1.2. Independent Contractor: You are an independent contractor, not an employee, agent, or partner of Opti-Flow. You have no authority to bind the Company or make representations on its behalf.

2. Commission Structure

2.1. Rate: You will earn a 15% Commission on "Net Sales" generated through your unique tracking link or coupon code.

2.2. "Net Sales" Definition: The final price paid by the customer, excluding Shipping Costs, VAT, and any discounts applied.

2.3. Tracking: Sales are tracked using UTM Sources and Coupon Codes via our internal systems (WooCommerce/Odoo). Our tracking data is final and binding.

2.4. Self-Referrals: You may not earn commissions on your own personal orders.

3. Payouts

3.1. Schedule: Commissions are calculated at the end of each month. Payouts are made Quarterly (every 3 months) or Monthly (at our discretion), subject to a Net-30 day holding period to account for returns and refunds.

3.2. Threshold: Payouts are only processed once your accrued balance exceeds R500.00. Balances below this roll over to the next period.

3.3. Method: Payments are made via EFT to a South African bank account. You must provide valid banking details and tax information upon request.

3.4. Returns: If a referred order is refunded (per our Refund Policy), the commission earned on that order will be deducted from your next payout ("Clawback").

4. Marketing Standards & Prohibited Content

Strict adherence to these rules is required due to the regulated nature of our products (N+ and 420 range).

4.1. No Medical Claims: You MAY NOT make any medical, therapeutic, or health claims regarding the products (e.g., "Cures Depression," "Treats Insomnia," "Fixes ADHD"). You may only use approved marketing language (e.g., "Cognitive Support," "Focus," "Wellness").

4.2. Age Restriction: You must not target your marketing at individuals under the age of 18.

4.3. PPC Restrictions (Brand Bidding): You are prohibited from bidding on keywords containing "Opti-Flow," "Spore Cloud," or misspellings thereof on Google Ads or Bing Ads. You may not drive paid traffic directly to our domain; you must send it to your own landing page first.

4.4. Spam: You must comply with the Electronic Communications and Transactions Act (ECTA). No unsolicited email marketing (Spam).

5. Intellectual Property (IP)

5.1. License: We grant you a limited, non-exclusive, revocable license to use our official logos, banners, and product images solely for promoting Opti-Flow.

5.2. Modification: You may not alter our logos or product images without prior written consent.

6. Disclosure

In compliance with the Consumer Protection Act (CPA) and Advertising Regulatory Board standards, you must clearly disclose your relationship with us.

Example: "This post contains affiliate links. If you buy something, I may earn a commission."

7. Termination

7.1. Notice: Either party may terminate this agreement with 7 days' written notice.

7.2. Immediate Termination: We may terminate your account immediately and forfeit all unpaid commissions if you:

Market restricted products to minors.
Make unsubstantiated medical claims.
Engage in fraud or "cookie stuffing."
Bid on our Brand Keywords.

8. Liability and Indemnity

8.1. No Warranty: We make no representation that the Affiliate Program will be uninterrupted or error-free.

8.2. Indemnity: You agree to indemnify and hold Opti-Flow harmless against any claims, legal fees, or damages arising from your marketing activities (e.g., if you are sued for making false medical claims, you are solely responsible).

By joining the program, you acknowledge that you have read and understood these terms.

INTERNATIONAL SALES ADDENDUM

Last Updated: December 27, 2025

This Addendum applies to all orders placed on www.optiflowmist.com or portal.optiflowmist.com for delivery outside the borders of South Africa. It acts as a supplement to our standard Terms of Service.

1. Compliance and "Importer of Record"

1.1. Your Responsibility: By placing an order for international delivery, you acknowledge that you are the "Importer of Record" in the destination country.

1.2. Legality: You are solely responsible for ensuring that the Products (specifically those containing Nicotine or Cannabinoids/Hemp) are legal to import, possess, and use in your jurisdiction.

1.3. No Liability: Opti-Flow takes no responsibility for products confiscated, destroyed, or rejected by foreign customs authorities due to local regulations (e.g., TPD regulations in Europe, nicotine bans in Australia). We do not offer legal advice regarding foreign import laws.

2. Shipping Terms (Incoterms 2020)

2.1. DAP (Delivered at Place): All international orders are shipped on a DAP basis.

We pay: Export clearance and shipping costs to the destination country.
You pay: Import duties, VAT/GST, customs clearance fees, and any other taxes levied by the destination country.

2.2. Refusal to Pay Duties: If you refuse to pay the required import duties and the parcel is returned to us, we will deduct the return shipping costs plus a 20% handling fee from any refund due. If the parcel is abandoned or destroyed by customs due to non-payment, no refund will be issued.

3. Restricted Products (Nicotine & 420)

3.1. Labeling: Our products are labeled according to South African regulations. We do not guarantee compliance with foreign labeling laws (e.g., Prop 65 warnings, specific language requirements).

3.2. Seizure Risk: You explicitly accept the risk that products containing Nicotine or Botanical extracts may be scrutinized or seized by customs. We do not offer refunds or replacements for parcels seized by customs.

4. Pricing and Currency

4.1. Currency: All transactions are processed in South African Rand (ZAR).

4.2. Exchange Rates: Your bank or credit card provider will determine the exchange rate at the time of purchase. We are not liable for currency fluctuation or foreign transaction fees charged by your bank.

5. Returns (International)

5.1. Costs: Due to the high cost of international logistics, the customer is responsible for all costs associated with returning items (shipping, export duties, and insurance).

5.2. Process: Returns must be pre-authorized. Unauthorized returns that incur customs fees upon re-entry to South Africa will have those fees deducted from the refund.

SUPPLIER CODE OF CONDUCT & PURCHASE TERMS

Last Updated: December 27, 2025

This Supplier Code of Conduct and Purchase Terms ("Agreement") governs the relationship between Spore Cloud (Pty) Ltd t/a Opti-Flow ("Opti-Flow," "we," or "Purchaser") and any entity supplying goods, raw materials, packaging, or services ("Supplier" or "you").

By accepting a Purchase Order (PO) generated from our system (Odoo), delivering goods, or performing services, you agree to be bound by these terms. These terms prevail over any standard terms included in the Supplier's invoices or delivery notes.

1. Ethical & Regulatory Standards

We partner only with suppliers who share our commitment to Radical Transparency and human potential. You warrant that you comply with:

1.1. Labor Laws: You adhere to the Basic Conditions of Employment Act and International Labour Organization (ILO) conventions. You strictly prohibit child labor, forced labor, and discrimination.

1.2. Anti-Corruption: You comply with the Prevention and Combating of Corrupt Activities Act 12 of 2004. No bribes, kickbacks, or unethical gifts may be offered to Opti-Flow staff.

1.3. Sustainability: You agree to source raw materials (specifically botanical extracts like Cordyceps) via sustainable, ethical harvesting practices that minimize environmental impact.

2. Quality Assurance & Specifications

Strict adherence to quality is non-negotiable due to the nature of our products.

2.1. Specifications: All goods must strictly conform to the specifications, formulas, and quality standards defined in the Purchase Order.

2.2. Certificates of Analysis (CoA):

Every batch of raw ingredients (e.g., Nootropics, Nicotine salts, Cannabinoids) must be accompanied by a valid CoA from an accredited laboratory.
CoAs must verify purity levels and confirm that heavy metals, pesticides, and microbial contaminants are below limits set by the South African Department of Health and international standards (e.g., USP/EP).

2.3. Rejection: Opti-Flow reserves the right to test incoming goods. If goods fail to meet specifications, we may reject the entire batch at the Supplier’s expense (including return shipping and testing costs).

3. Orders and Delivery

3.1. Purchase Orders: Valid orders are only generated via our Odoo ERP System. Do not accept verbal orders or emails without an official PO Number.

3.2. Incoterms: Unless otherwise agreed in writing, all deliveries are DDP (Delivered Duty Paid) to Opti-Flow’s premises in Johannesburg. Risk of loss or damage remains with the Supplier until the goods are signed for by authorized Opti-Flow personnel.

3.3. Time is of the Essence: Late deliveries disrupt our production. You must notify us immediately of any anticipated delays. We reserve the right to cancel orders or claim penalties for significant delays affecting our supply chain.

4. Payment Terms

4.1. Invoicing: Valid Tax Invoices must be submitted via email to trade@optiflowmist.com referencing the specific PO Number.

4.2. Terms: Standard payment terms are Net 30 Days from date of statement, provided the goods have been received and accepted.

4.3. VAT: Suppliers must be VAT registered where applicable and provide valid tax invoices compliant with the Value-Added Tax Act 89 of 1991.

5. Warranties and Indemnity

5.1. Warranty: You warrant that all goods supplied are:

Of merchantable quality and fit for the purpose intended;
Free from defects in design, material, and workmanship;
Compliant with all applicable South African laws (e.g., Foodstuffs, Cosmetics and Disinfectants Act).

5.2. Indemnity: The Supplier agrees to indemnify, defend, and hold Opti-Flow harmless against all losses, damages, liabilities, and costs (including legal fees) arising from:

Defective or contaminated materials supplied by you.
A product recall caused by your raw materials.
Infringement of third-party Intellectual Property rights by goods supplied.
Note: Your liability under this clause is not limited to the value of the order.

6. Confidentiality and Intellectual Property

6.1. Proprietary Info: Any formulas, designs, forecasts, or customer data shared by Opti-Flow remain our sole property and Confidential Information.

6.2. No IP Transfer: Supplying goods to us does not grant you rights to our brand, logo, or formulations. You may not use the "Opti-Flow" name in your marketing without written consent.

7. Audit Rights

To ensure compliance with our scientific and ethical standards, Opti-Flow reserves the right, upon reasonable notice, to audit the Supplier’s facilities and quality control records relevant to the goods supplied.

8. General

8.1. Governing Law: This Agreement is governed by the laws of the Republic of South Africa.

8.2. Dispute Resolution: Disputes regarding supply or quality shall be resolved via arbitration in Johannesburg.

8.3. Termination: We may terminate this relationship immediately if you breach ethical standards, solvency requirements, or quality specifications.

Supplying goods against an Opti-Flow Purchase Order constitutes acceptance of these terms.

ANTI-SPAM POLICY

Last Updated: December 27, 2025

Opti-Flow (Spore Cloud (Pty) Ltd) practices a zero-tolerance policy towards spam. We believe in communication that adds value—"Signal, not Noise."

We comply strictly with the Protection of Personal Information Act (POPIA) (Section 69) and the Electronic Communications and Transactions Act (ECTA) regarding direct marketing.

1. What is Spam?

Spam is any commercial electronic message (Email, SMS, or WhatsApp) sent without the recipient's prior consent (Opt-In) or an existing customer relationship.

2. Our Communication Standards

2.1. Email & SMS

Opt-In Only: We only send marketing messages to users who have explicitly subscribed via our website, trade portal, or checkout process.
Unsubscribe: Every marketing email contains a clear, one-click "Unsubscribe" link. SMS messages contain a standard "Reply STOP" mechanism.
Identification: All messages clearly identify Opti-Flow as the sender and include our physical contact details.

2.2. WhatsApp Marketing

Since we utilize WhatsApp for notifications (via our internal API), we adhere to strict standards:

Transactional First: WhatsApp is primarily used for order updates (e.g., "Order Shipped", "Invoice Ready").
Marketing Restrictions: We do not send "cold" marketing blasts via WhatsApp. Promotional messages are only sent to users who have specifically opted-in to WhatsApp updates.
Blocking: If you block our number, our system is configured to immediately cease all communication to your number.

3. Transactional vs. Marketing Messages

Please distinguish between:

System Notifications: Order confirmations, invoices, password resets, and shipping updates. These are required for the service and cannot be unsubscribed from (unless you close your account).
Marketing Communications: Newsletters, discount codes, and product launches. These are voluntary and you may opt-out at any time.

4. Affiliate & Merchant Responsibility

Strict Liability: Affiliates and Trade Merchants are strictly prohibited from using spam to promote Opti-Flow products.
Brand Damage: You may not send unsolicited emails or messages that appear to be from Opti-Flow.
Consequence: Any Affiliate found "spamming" links will have their account terminated immediately and all pending commissions forfeited.

5. Reporting Spam

If you believe you have received unsolicited messages from us or one of our affiliates, please report it immediately to:

Email: info@optiflowmist.com

Please include a screenshot or copy of the message.