PARTIES:

  1. SureTrax Limtied trading as "SureTrax" registered in England & Wales CN 7358844 of 53 Greens Grove, Hartburn, Stockton on Tees, TS18 5AW, England ("Principal")
  2. All duly appointed "Commission Agents" each of whom in processing their application to become a Commission Agent has acknowledged online their understanding and acceptance of the published terms and conditions hereunder:

INTRODUCTION

The Principal produces market-leading distance learning life skills programmes, the "Product" as defined below. Successful student completion of the Product is endorsed by the UK Institute of Enterprise and Entrepreneurs ("IOEE") through the award of a Certificate of Achievement. The Commission Agent is an enrolled student who has successfully completed the Product of the Principal known as "Self Marketing & Personal Enterprise" and has been awarded the related IOEE Certificate of Achievement and has applied to the Principal to promote and sell the Product in the B2C sector in the Territory defined below.


THE PARTIES AGREE AS FOLLOWS:

  1. DEFINITIONS
    1. "Commencement Date" means the date on which the Commission Agent receives a unique discount code from the Principal with which to sell the Product through the Web shop at a pre-determined discount to prospective customers;
    2. "Initial Period" means the initial period set out at clause 2.2;
    3. "Intellectual Property" means designs, specifications, trademarks, trade names, copyright, patents, proprietary information and processes, know-how and other intellectual property rights in its business or the Product, registered or not, which belong to the Principal or any related parties thereto;
    4. "Product" means the goods and services of the Principal listed in Schedule 1;
    5. "Territory" means the territory listed in Schedule 2;
    6. "Working Day" means any day other than a Saturday or Sunday that is not a bank holiday or a public holiday in the Territory.
  2. APPOINTMENT & DURATION
    1. The Principal appoints the Commission Agent as its non-exclusive agent for the promotion and sale of the Product in the Territory and the Commission Agent takes up the Appointment in accordance with the terms set out in this document.
    2. The Appointment shall commence on the Commencement Date and shall continue for an Initial Period of one year. Unless terminated in accordance with the terms and conditions set out in this document, it will then continue from year to year.
    3. Either party may terminate the Appointment by giving to the other not less than three months written notice to expire at the end of the Initial Period or at the end of any calendar month in a subsequent year. Either party may also terminate this Appointment in accordance with the provisions of Clause 8.
  3. MAJOR TERMS OF APPOINTMENT
    1. At any time during the term of the Appointment, the Principal may appoint any number of third-party commission agents for the sale of the Product in the B2C sector in the Territory. The Commission Agent shall not be entitled to receive sales commission on sales attributed to any such third-party commission agent in the Territory.
    2. The Commission Agent having, prior to this appointment, purchased one or more of the Product at a discounted price by using the unique discount code of a pre-existing third-party [introducing] commission agent, agrees to pay introductory commission (as set out under SCHEDULE 3) to such [introducing] commission agent and the Commission Agent hereby grants authority to the Principal to deduct such introductory commissions from any amounts payable to the Commission Agent and remit the same to the [introducing] commission agent.
    3. When a third-party commission agent has, prior to such appointment, purchased one or more of the Product at a discounted price using the unique discount code of the [introducing] Commission Agent then the latter mentioned [introducing] Commission Agent will receive introductory commissions (as set out under SCHEDULE 3) from the former mentioned agent and the Principal, being duly authorized so to do, shall deduct such introductory commissions from the account of the referenced third-party commission agent and remit the same to the latter mentioned [introducing] Commission Agent.
    4. The Principal reserves the right to make direct sales to any customers in the Territory that have not been referred to it by the Commission Agent and the latter party shall not be entitled to commission on any such sales.
  4. COMMISSION AGENT'S GENERAL OBLIGATIONS
    1. During this Agreement, the Commission Agent shall:
      1. actively promote the referral and sale of the Product in the Territory;
      2. comply with all reasonable instructions of the Principal, act in good faith in all dealings and not do anything which might be contrary to the interests of the Principal in the Territory;
      3. register as a self-employed Commission Agent with the appropriate authorities in the country of residence and comply with all relevant laws and regulations in relation to such activities;
      4. comply with all relevant laws (including but not limited to the UK's Bribery Act 2010), regulations and codes of conduct in relation to bribery and anti-corruption including any code of conduct from time to time issued by the Principal and the Commission Agent shall ensure that its employees, agents and associates also comply with these obligations;
      5. make it clear to all third parties with whom the Commission Agent is dealing in relation to the Product that any such dealings are undertaken under an agent's delegated authority from the Principal restricted to the sole purpose of allowing the Commission Agent to invite prospective customers to purchase the Product through the web-shop of the Principal at www.suretrax.co.uk using the discount code designated uniquely to the Commission Agent.
  5. SALES, DISCOUNTS & COMMISSIONS
    1. The Commission Agent's unique discount code will, in effect, grant a purchaser of the Product a 40% discount against the current B2C price list as published at www.suretrax.co.uk in the web-store for the time being.
    2. No purchase and sale of the Product shall be made except on the standard terms and conditions of the Principal as set out in the web-store and the Commission Agent shall take all reasonable steps to ensure that such terms and conditions are accepted by every purchaser in completing their purchase.
    3. The Commission Agent shall not offer credit to a prospective purchaser.
    4. Payment for the Product shall be made directly to the Principal by the purchaser using either a debit or credit card through the web-store at www.suretrax.co.uk.
    5. The Commission Agent shall be entitled to a sales commission on the sale of Product in the Territory to all purchasers who have used the unique discount code of the Commission Agent in making their purchase.
    6. At the end of each calendar month the Principal shall send the Commission Agent a return in the form of a statement detailing sales transacted, sales commissions and introductory commissions (both payable & receivable) during the calendar month. The Principal shall pay any amounts due to the Commission Agent no later than the end of the following month.
    7. If, after a sale has been made, any refund is made by the Principal to a purchaser the commission due to the Commission Agent shall be subject to adjustment to take account of any such refund.
  6. PRINCIPAL'S GENERAL OBLIGATIONS
    1. During this Agreement, the Principal shall:
      1. keep the Commission Agent supplied with up to date price lists and details of the Product and inform the Commission Agent of any new Product or any changes to existing Product;
      2. supply technical and support information reasonably required by the Commission Agent, and;
      3. provide confirmation of all orders received as soon as reasonably practicable and promptly advise the Commission Agent if for any reason the Principal is unwilling or unable to fulfil an order.
  7. INTELLECTUAL PROPERTY
    1. The Commission Agent shall take any action which the Principal may reasonably request to protect the Principal's Intellectual Property rights in the Territory at the expense of the Principal and shall promptly notify the Principal of any infringement or suspected infringement of any such Intellectual Property rights.
    2. The Commission Agent shall not do or permit anything which might infringe or adversely affect the Principal's Intellectual Property rights. In particular, the Commission Agent shall not apply for registration of any trade name or other Intellectual Property rights of the Principal, nor shall the Commission Agent use any name or mark similar to those of the Principal in the Commission Agent's own business whether during or after the termination of this Agreement.
  8. TERMINATION
    1. The Principal may give notice to the Commission Agent to terminate the Commission Agent's appointment under this Agreement, if:
      1. the Commission Agent fails to promptly pay the Principal any sums due, or;
      2. the Commission Agent commits any breach of this Agreement (unless the breach is capable of remedy and is remedied within 10 Working Days of a notice to that effect from the Principal), or;
      3. the Commission Agent becomes insolvent or goes into liquidation or has a receiver or manager appointed over any of its assets or makes a composition with any of its creditors or fails to meet its debts as they become due or any comparable event occurs in any jurisdiction, or;
      4. any material change in the ownership or management of the Commission Agent occurs which has not been notified in advance to and approved by the Principal.
    2. The Commission Agent may give notice to terminate its appointment under this Agreement, if:
      1. the Principal fails promptly to pay the Commission Agent any sums due, or;
      2. the Principal becomes insolvent or goes into liquidation or has a receiver or manager appointed over any of its assets or fails to meet any of its debts as they become due or any comparable event occurs in any jurisdiction or;
      3. the Principal commits a material breach of this Agreement (unless the breach is capable of remedy and is remedied within 10 Working Days of a notice to that effect from the Commission Agent).
    3. Upon termination of this Agreement:
      1. the Commission Agent and the Principal shall fulfil their commitments with respect to any orders which have been confirmed but not yet concluded;
      2. the Commission Agent shall, as requested by the Principal, either destroy or return to the Principal all sales literature, price lists and other documents supplied to it by the Principal;
      3. the Commission Agent shall dispose of all the Product, samples and other items in its possession in accordance with the instructions of the Principal;
      4. the Commission Agent shall cease to hold itself out as the agent of the Principal and shall cease using any of the Principal's trade names and other Intellectual Property rights;
      5. the Commission Agent shall be entitled in to receive sales commission on all orders which have been place or continue to placed with the Principal using the unique discount code designated to the Commission Agent and to continue to receive introductory commissions for a further period of one year after the termination date, subject to the Principal receiving payment in full for all related purchase transactions;
      6. the Commission Agent shall do nothing that might hinder or prevent the Principal from making sales to purchasers in the Territory after termination, whether directly or through another agent or distributor.
  9. NON COMPETITION
    1. During this Agreement and for a period of 12 months following its termination, the Commission Agent shall not, whether on its own account or on behalf of any third party, as agent, employee or in any other capacity (a) sell, market or promote or assist in the marketing or sale of any Product in the Territory which are similar to or in competition with the Product or (b) approach anyone who, during the period of this Agreement, was a purchaser of Product in the Territory or who had any dealings with the Commission Agent concerning the potential purchase of Product.
  10. CONFIDENTIALITY
    1. Unless required by any governmental agency, public authority or court of competent jurisdiction, the Commission Agent shall not disclose to any third party the terms of this Agreement or any confidential, trade secret or proprietary information of the Principal.
    2. The Commission Agent acknowledges that all information relating to the Principal's business shall be treated as confidential information for the purposes of this Agreement except to the extent that such information is or becomes generally available to the public through no fault of the Commission Agent.
    3. The obligations in this Clause will survive the expiry or termination of this Agreement.
  11. GENERAL
    1. Indemnity: The Commission Agent shall keep the Principal indemnified against all claims, liabilities, costs and proceedings arising out of (a) any breach of the Agreement by the Commission Agent and (b) any misrepresentation or negligent or wrongful act or omission of the Commission Agent or of anyone under its control whether in relation to the Product or otherwise.
    2. Assignment: The Commission Agent shall not assign to a third party any of its interests in this Agreement without the Principal's prior written consent.
    3. Subcontracting: The Commission Agent shall not without the Principal's prior written consent appoint any sub-agent for the sale of the Product, such consent to be granted or withheld at the Principal's absolute discretion. The Commission Agent shall, in any event, be wholly responsible for any act or omission of any sub-agent.
    4. Notices: All notices shall be in writing and sent by registered airmail or delivered by hand or by facsimile to the address of the recipient shown in this Agreement (or any new address of which written notice has been given under this clause). Notice sent by airmail shall be treated as delivered 5 Working Days after it is posted. Notice delivered by hand or facsimile shall be treated as delivered on the date of delivery or transmission unless that day is not a Working Day, in which case delivery shall be treated as occurring on the next Working Day.
    5. Entire Agreement: This Agreement contains the entire agreement between the Principal and the Commission Agent and supersedes all previous agreements, correspondence and understandings between them and neither party has relied on any representation of the other made before this Agreement was entered into.
    6. Waiver: The failure by a party to enforce any provision of this Agreement shall not be treated as a waiver of that provision, nor shall it affect the right of that party subsequently to enforce that provision.
    7. Severability: If any part of this Agreement is held by a court to be unenforceable or invalid, the remaining provisions of the Agreement will continue in effect.
    8. Language: The ruling language of this Agreement is English.
    9. Resolution of Disputes: The parties will endeavor to resolve any dispute by direct negotiation between them, acting in good faith, and each of them will give consideration to a proposal from the other that the dispute be referred to mediation. If the dispute is not resolved by negotiation or mediation, it will be finally resolved by arbitration in accordance with the UNCITRAL Rules in force at the time of the dispute. There will be three arbitrators and the arbitration shall take place in England. The arbitrators' decision will be enforceable in any competent court of a country where the Agent or the Principal has assets and/or a place of business.
    10. Governing Law: The law governing the interpretation of this Agreement shall be English law.

Schedule 1 - List of Product

  1. "Self Marketing & Personal Enterprise"

    (The full programme made up of 6 units as endorsed by IOEE by way of Certificate of Achievement, subject to independent IOEE monitored assessment)

Schedule 2 - Territory

The Territory comprises:
  1. World wide

Schedule 3 - Commission

  1. Sales Commission payable to the Commission Agent on attributable sales of the Product (net of VAT)
    37.50%
  2. Introductory Commission payable to the Commission Agent based on the gross commission income (net of VAT) of the third-party commission agent[s] introduced as a purchaser of the Product by the Commission Agent
    20.00%
  3. Introductory Commission payable by the Commission Agent based on the gross commission income (net of VAT) of the Commission Agent introduced as a purchaser of the Product by a third party commission agent
    20.00%

© 2018 SureTrax - All Rights Reserved - Terms of Service - Privacy Policy
SureTrax Limited. Registered in England and Wales CN 7358844.
Registered Office: 53 Greens Grove, Stockton on Tees, TS18 5AW