In these Terms and Conditions:
“Company” shall mean CommVersion UK Ltd, registered in England, whose registered office address is: 246 Westminster Bridge Road, London, SE1 7PD
“Affiliate” shall mean the individual, partnership, company, institution or other body who will sell on behalf of the Company.
Whereas Company desires to engage Affiliate to market and sell the products/solutions of Company, and Affiliate desires to engage in such services, Affiliate and Company (also referred to herein as “Party” in the singular and “Parties” in the plural) desire to define the terms and conditions applicable to Affiliate’s performance of such services. Company and Affiliate hereby agree as follows:
The Parties agree that this Agreement will last for a term of one (1) year, unless otherwise terminated by either Party. This Agreement may be renewed for successive year terms at the sole discretion of Company.
The Parties agree with regards to the appointment of Affiliate under this Agreement as follows:
Company and Affiliate would form an Affiliate agreement for Live Chat service. CommVersion UK Ltd. is a Live Chat Service providing company the Affiliate will act as an authorised Affiliate for the company and market and introduce Company to prospective customers. The term of agreement is one year subject to renewal with consent of both parties.
Company hereby appoints Affiliate as one of Company’s Affiliate to introduce prospects for those service (collectively, “Services”) as marketed from time to time by Company.
Affiliate shall identify specific sales prospects, where he/she has contacts likely to generate sales, within or outside of their designated territory or industry specialty due to long-term relationships or prior business contacts. Affiliate acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to the Territory, any Company customers in the Territory, or any Company customer lists. Affiliate further acknowledges and agrees that any goodwill accruing in the Territory during the term of this Agreement with respect to Company or Company Products / Services shall be considered the property of Company rather than Affiliate.
Affiliate hereby accepts its appointment hereunder.
Affiliate shall satisfy the following responsibilities at all times during the term of this Agreement:
Affiliate agrees to propose and introduce Live Chat on behalf of the company to its Customers as its authorised Affiliate.
Affiliate shall exhibit and conduct behavior in a manner consistent with the high image, reputation and credibility of Company and Company Products, and shall engage in no activities that reflect adversely on Company or Products / Services.
Affiliate will comply with all applicable laws in performance of Affiliate’s duties under this Agreement.
The Parties agree as follows with regards to the scope and limitations of Affiliate’s authority under this Agreement:
Affiliate has no authority to bind Company to any agreements or sales orders.
Affiliate shall adopt Company’s price terms, credit terms, sales programs and other terms and conditions of sale governing transactions as specified on the website in the Pricing section. Affiliate shall have no authority to modify any such prices, credit terms, sales programs or other terms or conditions of sale without prior authorisation from Company. Company shall have the right, from time to time, at its sole discretion, to change the terms of the Pricing Schedule upon thirty (30) days written notice to Affiliate. In any such instance, Company shall issue a new Exhibit A to Affiliate reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Exhibit A. Any Company service ordered by Affiliate prior to or during the thirty (30) day notification period will be invoiced in accordance with the then-current price.
Affiliate at no time shall make any false or misleading representations with respect to Company or its services. Affiliate shall refrain from communicating any information with respect to guarantees or warranties regarding services, except such as are expressly authorised by Company or are set forth in Company’s literature or other promotional materials.
Affiliate shall not use Company’s tradenames or trademarks or any names closely resembling same as Part of Affiliate’s corporate or business name, or in any manner which Company, in its sole discretion, may consider misleading or otherwise objectionable.
The Affiliate agrees not to commence any kind of agreement for business commencement with another live digital chat company and offer Live chat service to any company within and outside of their region while in agreement with the Company.
The Company will directly invoice every customer introduced by the Affiliate and pay the Affiliate a 10% commission on the monthly invoiced amount on the receipt of full monthly payment from the customer.
The Parties agree as follows with regards to the rebranding of Company Services by Affiliate under this Agreement:
Affiliate will not re-brand Company Services by changing the name of the Company Service and/or changing logos in Company Services to match those of Affiliate.
Affiliate shall not remove any copyright references to Company.
The Affiliate agrees to not recruit any company’s staff or contractors for a period of 1 year after the agreement term ends and the company agrees not to recruit the Affiliate’s staff or contractors for at least period of 1 year after the agreement is terminated. If either side breaches this clause they have to pay a USD20k recruitment fee within 30 days for each employee or contractor, they hire or contract.
Affiliate hereby agrees to indemnify Company for any liability that Company may incur as a result of Affiliate’s breach of this Agreement. The terms of this Section shall survive the termination and/or expiration of this Agreement. Affiliate’s obligations pursuant to this section shall survive the termination/expiration of this Agreement.
The Affiliate will directly invoice the Company.
Affiliate will provide an invoice at the end of each month after the number of leads has been agreed between the Company and the Customer. Only after the monthly invoice amount is paid by the Customer to the Company, the company shall give a 10% commission to the Affiliate.
Incase of non-payment by your introduced client, the commission amount will not be released until the payment is made.
Under no circumstance, regardless of the basis of the claim, shall the total liability of Company to Affiliate exceed the total amount of completed sales from Affiliate within the last six (6) calendar months. In no event shall either Company be liable to Affiliate for consequential, special, incidental, or punitive damages (including, but not limited to, legal costs and fees) from any claim asserted against Company or by any third Party through any Party to this Agreement. The terms and provisions of this section shall survive the termination and/or expiration of this Agreement.
During the period in which Affiliate introduces prospects to the Company and indefinitely thereafter, Affiliate shall keep secret and retain in strictest confidence, and shall not, without the prior consent of Company, furnish, make available or disclose to any third Party or use for the benefit of itself (except as necessary to fulfill the purposes of this Agreement) or any third Party, any Confidential Information of Company. As used herein, “Confidential Information” shall mean any information relating to business or affairs of Company, including but not limited to; Company, Product, Work Product, information relating to financial statements, business strategies and plans, customer identities, customer accounts, potential customers, employees, suppliers, servicing methods, equipment, programs, style and design strategies and information, analyses, profit margins, or other proprietary information used by Company in connection with its business. If Affiliate is an entity, it will make sure that the Confidential Information is disclosed only to those of its employees whose functions require that they obtain access to the Confidential Information to carry out the purpose of this Agreement, that have been informed of the confidential nature and obligations of Affiliate with respect to the Confidential Information and who are subject to a general written agreement committing such employees to conduct that would not violate Affiliate’s obligations listed in this Section with respect to such Confidential Information if such conduct was committed by Affiliate. Affiliate’s obligations pursuant to this section shall survive the termination of this Agreement.
For a period of 2 years after the termination of this Agreement, Affiliate understands and agrees that Affiliate shall not induce any customers of Company, whether directly or indirectly through use of third Parties such as employers and agents, to leave Company’s business. Any such act by Affiliate shall subject Affiliate and any such third Parties to civil and possible criminal liability.
Notwithstanding anything to the contrary in this Agreement or any Exhibits, Company may terminate this Agreement and related Exhibits without any obligation, upon thirty (30) days notice via e-mail, facsimile or hand delivery. Upon such notice of termination, Affiliate shall immediately surrender all Confidential Information (“Termination Obligations”) and certify to Company, in writing, that it has performed its Termination Obligations. Affiliate’s obligations pursuant to this Section shall survive the termination/expiration of this Agreement and any/all Services Schedules.
During the term for this Agreement and for a period of one (1) year after termination of this Agreement, Affiliate shall not hire, solicit, or induce or assist any third Party in soliciting or inducing any employee or Affiliate of Company to leave his or her employ or cease providing services to Company, as applicable.
The Parties agree that this Agreement does not create any other relationship or legal interest between the Parties, including, but not limited to, employer/employee relationship, license, title, guarantee of work, or right to use any Confidential Information, except as specified by this Agreement.
The laws of United Kingdom without regard to any conflict of law principles, govern this Agreement. No action, arising out of the transactions under this Agreement may be brought by either Party more than one year after the cause of action has accrued.
Affiliate may not assign, transfer or sell all or any of its rights under this Agreement or delegate all or any of its obligations hereunder, without the prior written consent of Company. Company may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns.
This Agreement, including all Exhibit(s), constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all agreements, proposals, representations and other understandings, oral or written, of the Parties and any current or subsequent purchase order(s) provided by Affiliate. No alteration or modification of this Agreement or any Exhibits shall be valid unless made in writing and signed by an authorized Affiliate & the Company. The waiver by either Party of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach and any waiver must be in writing and signed by an authorised representative of the Parties hereto. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Any notice or other communication required or permitted hereunder shall be given in writing to the other Party at the address stated above, or at such other address as shall be given by either Party to the other in writing. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and rightful assignees.