This Agreement is made between the two parties on the date of the receipt of the Ready Made Property Partner Service Order and Payment:
- (1) TAG Online Ltd | Ready Made Property a company incorporated in England and Wales with registered number 06430705 whose registered address is Kemp House, City Road, London, EC1V 2NX (the Principal); and
- (2) The person/persons/company placing the Ready Made Property Partner Application Order (the Sales Agent).
Basis of appointment
- The Principal appoints the Agent as its non-exclusive agent to sell the Products in the Territory on the terms of this Agreement and the Agent accepts the appointment on these terms. The Principal is entitled to appoint other agents, distributors or franchisees to sell the Products in the Territory.
- The Principal is entitled to sell the Products directly to customers in the Territory, rather than having to refer them to the Agent.
Duration of Agreement
5. The Agreement commences on the Effective Date and continues until either party serves a notice to end it as permitted under the Agreement.
6. The Agent must:
- act conscientiously and in good faith, and follow all reasonable instructions to best promote and sell the Products and not allow its own interests to conflict with its duties to the Principal;
- use its best endeavours to promote and sell the Products in the Territory with all due care and diligence. Can refer to itself as "an agent" of the Principal in all dealings with the Products and in any associated promotional material;
- regularly update the Principal in relation to their marketing and selling of the Products and services;
- The Agent must not actively market the Products or solicit any orders outside their offline Territory.
- To ensure business continuity, in the three months before the Agreement ends, the Principal can appoint a successor to the Agent, introduce the successor to customers and potential customers and allow the successor to market itself as the Principal's agent.
- The Agent must not, except with the Principal's prior written agreement, during the period of this Agreement and for a period of 6 months following the end of this Agreement, be involved directly or indirectly in the development or sale of any Products in the Territory which compete with the Products.
- Except as may be authorised by the Principal, the Agent shall not in any way incur any liabilities on behalf of the Principal or pledge the credit of the Principal.
- The Agent must not assign, transfer, charge or deal in any manner with the Agreement or its rights under it, nor sub-contract or appoint sub-agents of any of its obligations under the Agreement, without the prior written consent of the Principal.
The Principal's obligations
7. The Principal must:
- act dutifully and in good faith in its relations with the Agent;
- arrange, at its own expense, the provision of products and services to agents sales website to enable the agent to perform their sales duties and to maintain the agents website;
- provide back office support to the agent in the form of sales support, order execution and delivery and technical, business and marketing support to their clients;
- where appropriate, inform the Agent within a reasonable time of any problems about being able to meets its obligations under any sales concluded by the Agent;
- deal with any complaint, dispute or after-sales enquiry relating to the Products raised by a customer in the Territory; and
Sales and marketing
- The Agent must sell the Products at the Principal's list prices provided by the Principal and subject to any discounts or deductions the Principal allows.
- Unless the Principal agrees otherwise, the Agent can only make the representations, warranties or other promises about the Products contained in the Principal's literature and/or terms and conditions.
- The Principal must give the Agent reasonable notice of any changes in the prices of the Products or of its intention to extend the range or discontinue any Products.
- The Principal will provide the agent access to online marketing training documents, online social media portal and other sales & marketing information as the Principal provides.
- The Principal is entitled to participate with the Agent in fairs and exhibitions in the Territory.
Agent's commission and payment
- In consideration of the obligations undertaken by the Agent under this Agreement, the Principal will pay the Agent commission equal to 35% of the Net Price of all Products sold by the Agent on behalf of the Principal.
- All sums payable under this Agreement are exclusive of any value added tax or other applicable sales tax, which will be added to the sum in question.
- The Principal will:
- within 14 days after the end of each month, send the Agent a statement showing (i) the aggregate Net Price of Products sold by the Agent on behalf of the Principal during that month and detailing the commission due on said sales ;
- within 21 days after the end of each month remit to the Agent a sum equal to the commission due as specified in the Agent's Statement;
Compliance with laws, regulations and insurance
- The Principal warrants to the Agent that the Products will comply with any regulations in force in the Territory at the date of this Agreement.
- The Agent and its employees and representatives, must comply with all applicable laws, statutes, regulations and privacy policies.
- The Agent acknowledges that the Intellectual Property in the Products and the Principal's business and goodwill are the Principal's property.
- The Agent agrees that it:
- can only use the Intellectual Property for the purposes of, and during the term of, this
Agreement, and only as authorised by the Principal. It must not do, or fail to do, or
authorise anyone else to do, anything which could invalidate the Intellectual Property; and
- must not use its own, or any other trademarks, trade names or get-up which resemble those of the Principal; nor alter, remove, or otherwise tamper with any trademarks, trade names or get-up which would be likely to confuse or mislead the public.
- The Agent must notify the Principal as soon as it becomes aware of any actual, threatened or suspected infringement of the Intellectual Property.
- Each party must at all times (i) keep confidential and not disclose to any person any Confidential information and (ii) only use such Confidential Information for the purposes of performing its obligations under this Agreement.
- A party may disclose Confidential Information to its employees, officers, sub-contractors, representatives or advisers (Permitted Disclosees) who need to know such information for the purposes of carrying out the party's obligations under this Agreement. The party disclosing Confidential Information on this basis shall ensure that the Permitted Disclosees comply with the provisions of this paragraph.
- The Principal can terminate this Agreement if the Agent breaches this agreement, any laws or other that may affect the Principal , products and services negatively.
- Without prejudice to any rights and remedies under this Agreement or by statute, either party can terminate this Agreement by giving written notice to the other party:
- one month for the first Year;
- two months for the second Year;
- three months for the third Year; and
- three months if the agreement lasts longer than three Years.
- Either party can terminate this agreement if the other party commits a material breach of the Agreement and fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied.
- Either party can terminate this agreement by written notice to the other if:
- that other party commits a material breach of the Agreement which is not capable of remedy; or
- that other party is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due; or
- where that other party is a company, a receiver is appointed, of any of the property or assets of that other party; or
- that other party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
- that other party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation; or
- there is a change of control of that other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or
- that other party, being an individual, dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs; or
- that other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
- The Agent can terminate this Agreement if the Principal stops producing or supplying the Products.
- Termination of this Agreement will not affect either party's accrued rights (including the rights of the Agent to be paid) as at the date of termination.
Consequences of Termination
- Other than as set out in this Agreement, neither party will have any further obligation to the other under this Agreement upon termination.
- Unless Regulation 18 of the Commercial Agents Regulations applies, the Agent will have the right to be indemnified as provided in Regulation 17 of those Regulations. The Agent shall have no right to any compensation under those Regulations on termination of this agreement.
- On termination the Agent must immediately stop:
- promoting, marketing or selling the Products;
- describing itself as an Agent of the Principal; and
- using any trademarks, trade names and brand names of the Principal (including on stationery, premises and vehicles).
Circumstances beyond the control of the parties
32. Neither party will be liable for any failure or delay in performing an obligation (including a delivery delay or failure) resulting from any cause beyond its reasonable control, but it must as soon as reasonably practicable notify any unaffected party who can then suspend or terminate the obligations of the Agreement on notice taking effect immediately on delivery.
33. The Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place about the Agreement.
- The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party will have any right to enforce or rely on any provision of the Agreement.
- Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- Provisions which by their intent or terms are meant to survive the termination of the Agreement will do so.
- If any court or competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
- Unless specifically provided by the parties, nothing in the Agreement will establish any partnership or joint venture between any of the parties, or mean that any party becomes the agent of another third party, nor does the Agreement authorise any party to enter into any commitments for or on behalf of any other third party.
- Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the registered address or place of business of the notified party, or sent by email to the other party's main business email address as notified to the sending Party. Notices:
- sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
- delivered by hand will be deemed to have been received at the time the notice is left at the proper address;
- sent by email will be deemed to have been received on the next Working Day after sending.
Governing law and jurisdiction
40. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
By placing of the Partner Application Order both parties are deemed to have agreed to the above contract terms.
Schedule 1 : Any Ready Made Property Products and Services
Schedule 2 :The Agent may market online anywhere across the country they reside in.