DigitalMail Exchange Ltd. Independent Agent Terms and Conditions (Jan 01 1996)
1.0 Interpretation
1.1 In these Conditions "The Company" means The Digital Mail Exchange Ltd.
"Commencement Date" means the date of receipt of a duly completed application form by Digital Mail Exchange.
"Conditions" means these terms and conditions headed Independent Agent Agreement.
"Contract" means a contract between the Company and the Independent Agent.
"Agent" means the person who has completed this Agreement and entered into a contract with the Company in accordance with these conditions sometimes called Independent Agent.
"Service", known as "Internet for Life" (I4L), means the communications service provided by the Company.
"Commission Plan" - this is a separate document which defines the levels of commissions and reward which will accrue to Agents as they achieve various levels of sales.
"Goods and Services" means only those goods and services which are designed for sale to the ultimate consumer.
1.1 These Conditions (as amended from time to time) shall override and prevail over any Terms and Conditions of the Agent.
1.2 The registered office of The Digital Mail Exchange Limited is Eastern Court, 182-190 Newmarket Road, Cambridge CB5 8HE. Registered Number: 3141678. The Digital Mail Exchange was first marketed through a network in the UK on 2 January 1996.
2.0 General
2.1 The Agent hereby applies for authorisation to sell the entire range of the Company's products and services. This authorisation is contingent upon the Agent abiding by the Company's Code of Ethics and operating in accordance with the Company's marketing programme. It is also contingent upon the Agent agreeing not to make statements or claims which are not specifically reflected in the Company's promotional literature.
The Agent also acknowledges that they will only use the Company's corporate logo and advertising style with the specific written agreement of the Company. The Agent also agrees to abide by any and all English and Scottish law to conduct their business in an ethical and honest manner. Immediately upon entering into this agreement the Agent acknowledges that they are under no obligation to purchase any goods or services from
the Company.
2.2 The Agent acknowledges that upon successful qualification and acceptence of this application by the company they will become and
Independent Agent and will not be an employee of the Company or be in any other way connected. They will be distributing the products and services as principal and in no other capacity. They further acknowledge that they will be responsible for the payment of Income Tax, National Insurance and any other statutory deductions which may from time to time be levied by the Government.
2.3 Unless agreed otherwise in writing, this Agreement has a minimum term of 12 months and will be renewed automatically provided that the Company receives from the Agent 5 new customers a year prior to the first anniversary of this Agreement being entered in to, that being a period of no more than 12 months.
2.4 It is the responsibility of the Agent to ensure that the service is truely represented and that in no way will any false claims be made that could lead to mis-representation of the Internet for Life service.
2.5 Whereas it is permissible for Agents to purchase goods or services for their own use from the Company, it is a requirement of the programme that Agents make retail sales to ultimate users of the goods and services.
2.6 The Agent agrees only to use those promotional materials which have been authorised by the Company.
2.7 The Company shall not be liable for any debts or liabilities whatsoever incurred by the Agent save as expressly agreed in writing by the Company, whether or not these debts or liabilities occur within the term of this Contract.
2.8 If any part of this Agreement shall be found to be invalid or enforceable then the rest of the Agreement will be construed as though that part had been omitted and that part will in no way affect the validity or enforceability of the Agreement as a whole.
2.9 No purchase or investment is necessary to become an Agent.
2.10 These Conditions contain the entire Agreement between the parties regarding the subject matter hereof. The Agent agrees that the Company may vary the Terms and Conditions of this Contract providing that any changes are published fourteen days prior to any changes taking effect and are made available for inspection at our registered office.
2.11 Any failure by the company to exercise or enforce any rights conferred upon it by these Conditions shall not be deemed to be a waiver of any such right or operate so as to prevent the exercise thereof at any time.
2.12 Any notice to be served hereunder shall be served in writing by first class pre-paid mail to the address of the parties appearing in the Agreement and shall be deemed served on the second working day after posting.
2.13 The Contract shall be governed by English Law and the parties submit to the jurisdiction of the English Courts.
3.0 Termination
3.1 The Agent shall be entitled to terminate this Agreement at any time by giving fourteen days notice in writing to the Company at the address shown on this Agreement.
3.2 The Company shall be entitled to terminate the Contract forthwith by giving fourteen days notice in writing to the Agent.
3.3 The Agent will be discharged from any contractual liabilities towards the Company should this Agreement be terminated for any reason.