Axis Telecom - Cheap phone call for business and home users in the UK with free line rental

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CONTRACT CONDITIONS FOR THE APPOINTMENT OF SALES AGENCIES

Definitions and Interpretations
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

"Activation"	means that point in time when the service(s) (as defined below) is or are transferred from the customers current provider to the Principal;
"Connected Persons"	has the meaning given to that expression by Section 839 of the Income and Corporation Taxes Act 1988;;
"HMRC"	means Her Majesty's Revenue & Customs;
"Net Sales Value"	means, in relation to any Services, the price actually charged to the customer therefore (less any discounts or allowances in respect thereof;
"Services"	means such services of the kind referred to in the Product Schedule as are provided by the Principal and of any other kind manufactured or sold by or for the Principal as may be notified from time to time in writing by the Principal to the Agent;
"Territory"	means the United Kingdom.
"Year of this Agreement"	means the period of 12 months from the date of this Agreement and each subsequent consecutive period of 12 months during the period of this Agreement.

1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation.

Appointment of Agent
2.1 The Principal hereby appoints the Agent as its agent for the sale of Services in the Territory, and the Agent hereby agrees to act in that capacity, subject to the terms and conditions of this Agreement.

2.2 The agent acknowledges that there is no territory exclusivity provided within this agreement.
Method of Sale
3.1 The Agent shall use reasonable endeavours to find and obtain customers for the Services, and shall be entitled to enter into contracts for the sale of the Services on behalf of the Principal, without prior reference to the Principal.

3.2 The Agent shall in all dealings concerning the Services describe itself as an "Agent" for Axis Telecom Limited.

3.3 All Sales of the Services by the Agent shall be made on such terms and conditions as the Principle may approve from time to time, and at prices equivalent to the Principal's standard price list from time to time in force for wholesale or retail sales (as the case may be), subject to such discounts or other deductions as the Principal may from time to time allow.

3.4 Title in and to the Services shall at no time pass to the Agent.

3.5 The Principal shall be entitled from time to time to alter the range of Services covered by this Agreement, or discontinue any of the same, upon giving 7 days advance notice in writing to the Agent.

3.6 The Agent shall:
3.6.1 keep the Principal informed from time to time of its requirement to enable the Principal to fulfil all such orders; and

3.7 The Agent shall (at its own cost and expense) be responsible for:
3.7.1 promoting and advertising the Services in the Territory to such extent as the Principal may reasonably require;
3.7.2 obtaining all licences, permits and approvals which are necessary or advisable for the sale of the Services in the Territory and for complying with all applicable laws and regulations relating thereto (other than those relating to the nature, method of manufacture, packaging and labelling of the Services, for which the Principal shall be responsible).

3.8 The Agent shall promptly inform the Principal of:
3.8.1.1 any complaint or after-sales query concerning the Services which is received by the Agent;
3.8.1.2 any matters likely to be relevant in relation to the sale, use or development of the Services within or outside the Territory;
3.8.2 The Agent shall not:
3.8.2.1 make any modifications of the Services without the Principal's consent; or
3.8.2.2 alter, remove or tamper with the marks, trademarks, numbers or other means of identification on the Services.
Intellectual Property
4.1 The Agent shall promptly and fully notify the Principal of any actual, threatened or suspected infringement in the Territory of any Intellectual Property of the Principal which comes to the Agent's notice, and of any claim by any third party so coming to its notice that the importation of the Services into the Territory, or their sale therein, infringes the Intellectual Property or other rights of any other person, and the Agent shall at the request and expense of the Principal do all such things as may be reasonably required to assist the Principal in taking or resisting any proceedings in relation to any such infringement or claim.

4.2 The Agent shall indemnify the Principal from and against any loss or liability which may be incurred by the Principal in relation to third parties by reason of any use by the Agent of the Intellectual Property of the Principal otherwise than as contemplated under this Agreement
Obligations of the Principal
The Principal shall:
5.1 at its own expense supply the Agent with such samples, catalogues, advertising, promotional and selling materials and information as the Principal may consider sufficient for the purpose of promoting sales of the Services in the Territory;
Financial Provisions
6.1 In consideration of the obligations undertaken by the Agent hereunder, the Principal shall pay the Agent commission as specified in the Commission Schedule. Commissions will be paid weekly upon successful activation. Residual income will be paid monthly in arrears upon payment receipt of the end users invoice.

6.2 The agent will not be entitled to commission on sales concluded after this agreement is terminated.

6.3 Each party shall keep separate records and accurate accounts of all sales of the Services made by it in the Territory and shall permit the other party or its duly appointed agents to inspect all such records and accounts and take copies thereof at all reasonable times (but not exceeding once in any period of three months).

6.4 The status of the Agent shall be and at all times remain that of a self employed representative and nothing herein shall be so construed as to confer upon the agent employee status.

6.5 Pursuant to clause 6.4 above the agent is personally responsible for the provision of all necessary financial information and records to HMRC.

6.6 In further pursuance of clause 6.4 above the agent agrees that he is solely responsible for the payment to HMRC of all tax, National Insurance contributions and other taxes, liabilities, assessments whatsoever arising from any payments received by him under, by virtue of or as a result of this agreement and the Agent hereby agrees to indemnify the Principal against the payment of all such National Insurance contributions, taxes, liabilities and assessments.

6.7 The Principal shall be entitled to retain from the commission entitlement of the Agent a sum equal to 40% thereof pending Activation when such retained sum shall become forthwith payable to the Agent.

6.8 In the event that any customer cancels their contract with the Principal within 90 days of Activation the Principal shall be entitled to repayment of 100% of the commission paid to the Agent by the Principal in respect of such customer.

6.9 In the event of the termination of this agreement by either party the Principal shall be entitled to retain any sum retained in pursuance of clause 6.8 above for a maximum period of 90 days from the date of such termination.
Confidentiality
7.1 For the purposes of this Agreement "Restricted Information" means, in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such).

7.2 Each party undertakes that, except as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination:
7.2.1 use its best endeavours to keep confidential all Restricted Information;
7.2.2 not disclose any Restricted Information to any other person;
7.2.3 not use any Restricted Information for any purpose other than as contemplated by and subject to the terms of this Agreement;
7.2.4 not make any copies of, record in any way or part with possession of any Restricted Information; and
7.2.5 ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that party, would be a breach of the provisions of in this agreement.

7.3 The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
7.3.1.1 it or any part thereof is at the date of this Agreement, or at any time hereafter and through no fault of the Agent becomes, public knowledge (provided that in doing so the Agent shall not disclose any Restricted Information which is not public knowledge); or
7.3.1.2 it or any part thereof can be shown by the Agent, to the reasonable satisfaction of the Principal, to have been known to it prior to such disclosure.
Force Majeure
8.1 For the purposes of this Agreement "Force Majeure" means, in relation to either party, any circumstances beyond the reasonable control of that party (including, without limitation, any strike, lock-out or other form of industrial action).

8.2 If any Force Majeure occurs in relation to either party which affects or may affect the performance of any of its obligations under this Agreement, it shall forthwith notify the other party as to the nature and extent of the circumstances in question.

8.3 Neither party shall be deemed to be in breach of this Agreement, or shall otherwise be liable to other, by reason of any delay in performance, or the non-performance, of any of its obligations under, to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party, and the time for performance of that obligation shall be extended accordingly.

8.4 If the performance by either party of any of its obligations under this Agreement is prevented or delayed by Force Majeure for a continuous period in excess of six months, the parties shall enter into bona fide discussions with a view to alleviating its effects, or to agreeing upon such alternative arrangements as may be fair and reasonable the other party shall be entitled to terminate this Agreement by giving written notice to the party so affected.
Duration and Termination
9.1 This Agreement shall come into force on the date the agreement was signed and shall continue on a rolling monthly basis subject to the following provisions.

9.2 Either party shall have the right, exercisable by giving not less than 14 days written notice to the other at any time.

9.3 Either party may forthwith terminate this Agreement by giving written notice to the other party if:
9.3.1 any sum owing to that party by that other party under any of the provisions of this Agreement is not paid within 30 days of the due date for payment;
9.3.2 that other party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 30 days after being given written notice giving full particulars of the breach and requiring it to be remedied.
9.3.3 that other party makes any voluntary arrangement with [his or] its creditors or [(being a company)] becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
9.3.4 that other party [(being an individual or firm) has a bankruptcy order made against [him or] it or [(being a company)] goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
9.3.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to that other party;
9.3.6 that other party ceases, or threatens to cease, to carry on business; or
9.3.7 control of that other party is acquired by any person or Connected Persons not having control of that other party on the date of this Agreement.
9.3.8 The rights to terminate this Agreement given by this Clause 9 shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.
Nature of Agreement
10.1 Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under this Agreement through any other member of its group, provided that any act or omission of that other Member shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.

10.2 Subject to Clause 10.1 this Agreement is personal to the parties and neither party may assign, mortgage, [or] charge (otherwise than by floating charge) [or sub-license] any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other party.

10.3 Nothing in this Agreement shall create, or be deemed to create a partnership.

10.4 This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

10.5 Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.6 No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

10.7 If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
Notices and Service
11.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by:
a) delivering it by hand;
b) sending it by pre-paid registered [first class] post; or

11.2 Any notice or information given by post in the manner provided by Clause 11.1 which is not returned to the sender as undelivered shall be deemed to have been given on the third day after the envelope containing it was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.

11.3 Any notice or information sent by e-mail, telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 11.1 to the other party at the address given in Clause 11.5 within 24 hours after transmission.

11.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.

11.5 The address and other details of the parties referred to in Clause 11.1 are, subject to Clause 11.6:
11.5.1 The Company:
Name: Axis Telecom Limited
For the attention of: B2B Sales
Address: Suite E, Shirethorn House, Prospect Street, Hull HU2 8PX
Telephone: 01482 388400
Facsimile: 01482 388450

11.6 Any party to this Agreement may notify the other parties of any change to the address or any of the other details specified in Paragraph 11.5, provided that such notification shall only be effective on the date specified in such notice or five days after the notice is given, whichever is later.
Jurisdiction
This Agreement shall be governed and construed in all respects in accordance with the laws of England and Wales, and each party hereby submits to the non-exclusive jurisdiction of the English and Welsh courts.

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