Agent terms and conditions

Agent Terms and Conditions

  1. PREAMBLE
    1. WHEREAS, the Company offers customers certain services, as described on the document attached hereto as Exhibit A (the “EAG Services”); and
    2. WHEREAS, the Company and the Agent desire to enter into an agreement whereby the Agent will market and sell the EAG Services according to the terms and conditions herein.
    3. NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Company and the Agent (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
  1. ASSIGNMENT OF RIGHT

2.1 With certain limitations stated herein, the Company hereby authorizes the Agent the right to market and offer for sale the Services according to the terms and limitations stated in this Agency Agreement.

2.2 The Agent shall only market and offer for sale the services within the Territory, as defined in this Agreement.

2.3 The Company reserves the right at its own discretion to add to or subtract from the list of EAG Services authorized on Exhibit A attached hereto with reasonable notice to the Agent.

  1. TERRITORY

3.1 The Agent shall be authorized to market the Product in [TERRITORY] (the “Territory”).

3.2 The Agent shall be / shall not be [delete where not applicable] the exclusive party authorized to market the Product within the Territory.

3.3 The Company reserves the right at its sole discretion to reduce or expand the Territory of the Agent after giving the Agent reasonable notice.

3.4 The Company reserves the right at its sole discretion to re-assign the Agent to another Territory after having given the Agent reasonable notice.

  1. TRADEMARK RIGHTS

4.1 The Agent agrees and acknowledges the following with regard to the Company’s trademark:

4.1.1 The Company is the sole and exclusive owner to all right, title and interest in ENGLISH ACCESS GAUTENG TRADEMARK or to any other trademarks associated with the Company (the “Company Trademarks”) which the Agent may utilize in performing the services herein.

4.1.2 The Company hereby grants to the Agent for the duration of this Agreement and subject to the limitations stated within this Agreement, a non-exclusive, non-transferable, revocable right to use the Company Trademarks as necessary to market and offer for sale the Services within the Territory.

  1. AGENT RESPONSIBILITIES

5.1 In marketing and offering the EAG Services in the Territory, the Agent shall:

5.1.1 Act with diligence, devoting reasonable time and effort to fulfil the duties described herein;

5.1.2 Maintain reasonable technical and practical knowledge with regard to the EAG Services;

5.1.3 Utilize promotional materials provided to the Agent by the Company for the purpose of marketing and selling the EAG Services;

5.1.4 If requested by the Company, attend and participate in trade shows and conventions related to the EAG Services;

5.1.5 Promptly respond to all communications by customers and the Company regarding the EAG Services;

5.1.6 Reasonably assist the Company with regard to any and all debtor collection matters as requested by the Company; and

5.1.7 Prepare and maintain any reports and documentation, as requested by the Company.

  1. COMMISSION
    1. The Agent shall receive 10% (ten percent) of the enrolment fees for the Agents efforts upon registration of a new student.
    2. If a minimum of 5 (five) students register for a course, the Agent shall receive 20% (twenty percent) of the enrolment fees for the Agents efforts upon registration of the new students. 
    3. “Enrolment fees” shall be defined as the amount of sales revenue from any sales made by the Agent less any chargebacks, returns, or default payments by customers.
    4. The Agent’s commission will be deducted from the total enrolment fees transferred to EAG for the respective new students.
    5. The Agent must ensure that the remaining enrolments fees are paid to EAG  directly upon registration.
    6. All banking fees relating to payments received will be borne by the student.
    7. Should the Parties terminate this Agreement for any reason, the Company shall pay the Agent only for sales of the EAG Services made prior to the termination date.
    8. In the event that the Agent receives commission payments for orders that are subsequently refunded, charged back, or the Company otherwise fails to realize the income from such a sale, the Agent shall offset any future commissions paid by the amount by which the commissions actually paid would be reduced if the sales associated with income the Company failed to realize were never completed.
  1. CONFIDENTIALITY
    1. The Agent shall not disclose to any third party any details regarding the Company’s business, including, without limitation any information regarding any of the Company’s customer information, business plans, or price points (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

7.2 Immediately upon termination of the relationship between the Company and the Agent, the Agent shall return to the Company any documents pertaining to the Company’s business or any of its trade secrets which are in the Agent’s possession.

  1. TERM AND TERMINATION

8.1 This Agreement shall commence upon the date of execution and continue until either Party terminates the Agreement in writing.

8.2 Upon such termination, the Agent shall cease marketing and offering for sale the EAG Services and shall continue to abide by the obligation refrain from sharing with any third party any of the Company’s confidential information.

  1. GENERAL
    1. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
    1. Waiver by the Company of one or more breaches or defaults under this Agreement shall not be deemed to be a waiver of any other or continuing breach or default. No waiver of any of this Agreement’s provisions shall be binding on the COMPANY unless in writing and signed by the Parties.
    1. If any provision of this Agreement or portions thereof, or the application thereof to any person or circumstance, is finally determined by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement.
    1. In this Agreement, unless inconsistent with or otherwise indicated by the context, words importing: any one gender includes the other genders, the singular include the plural and vice versa and natural persons include created entities (corporate or unincorporated) and vice versa.
    1. If any provision in this clause 10 is a provision imposing rights or obligations on any Party, then, notwithstanding that it is contained in this clause 10, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
    1. Clause headings and paragraph headings appear in this Agreement for purposes of reference only and shall not be used in interpretation.
    1. Words, terms and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word, term or expression throughout this Agreement.
    1. Reference to “days” shall be construed as calendar days unless qualified by the word “business”, in which instance a “business day” shall be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time. Any reference to “business hours” shall be construed as being the hours between 08h00 and 17h00 on any business day. Any reference to time shall be based upon South African standard time.
    1. When any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day. However, should the day for the performance of any payment obligation in terms of this Agreement fall on a day which is not a business day, then such obligation shall be performed on the next business day.
    1. Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail.
    1. No provision herein shall be construed against or interpreted to the disadvantage of a Party by reason of such Party having or being deemed to have structured, drafted or introduced such provision. Any such rule of interpretation shall not apply to this Agreement and the Parties waive any rights they have to rely on such rule.
    1. The expiration or termination of this Agreement shall not affect the provisions of this Agreement which expressly provide that they will operate after any such expiration or termination, which contemplate performance or observance subsequent to any expiration or termination of this Agreement or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this. Any such provision of this Agreement shall survive any termination or expiration of this Agreement and continue in full force and effect.
    1. The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.
    1. Save where clearly indicated to the contrary, expressions defined in this Agreement shall bear the same meanings in any annexure hereto unless such annexure contains an alternative definition for the expression.

The English text shall prevail in the case of conflict between it and any translation thereof.

    1. This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the REPUBLIC OF SOUTH AFRICA.
  1. INDEMNIFICATION

10.1 The Agent agrees to indemnify, defend, and protect the Company from and against all lawsuits and costs of every kind pertaining to any violation of the law, this Agreement, or the rights of any third party by the Agent while acting pursuant to this Agreement. Such costs include but are not limited to legal fees and disbursements.

  1. DOMICILIUM

11.1 The Parties choose as their domicilium citandi et executandi (domicile address) for all purposes including the service of written notices and court process the following: 

11.1.1 The Company: [Record address] 

11.1.2 The Agent: [Record address] 

 

11.2 A Party may change its domicile address by giving the other Party 30 (thirty) day’s written notice.

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