Online Sales Commission Agreement by kwa28856

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									  Sales Agreement
                          for




               AGENTS
                       Between:




          ACCSSA (Pty) Ltd
               Reg. No: 2008/000442/07

                          and



               “The Agent”
Reg.No (as recorded in The Agent’s online application.)

ON (date as recorded in The Agent’s online application.)
                                                      AGENT SALES AGREEMENT



Contents


1.    THE PARTIES .................................................................................................................................... 3
2.    DEFINITIONS AND INTERPRETATION ............................................................................................... 3
3.    BACKGROUND AND PURPOSE ......................................................................................................... 6
4.    THE APPOINTMENT ......................................................................................................................... 7
5.    DUTIES OF THE AGENT .................................................................................................................... 7
6.    DUTIES OF ACCSSA .......................................................................................................................... 8
7.    THE PRODUCT.................................................................................................................................. 9
8.    THE PERIOD ..................................................................................................................................... 9
9.    MARKETING MATERIAL ................................................................................................................... 9
10.      PRODUCT AND SERVICE PRICING .............................................................................................. 10
11.      SALES COMMISSION DUE TO THE AGENT: ................................................................................ 10
12.      PAYMENT ................................................................................................................................... 11
13.      PROMOTION, MARKETING AND SALES ..................................................................................... 11
14.      ACCOUNTS AND RECORDS ........................................................................................................ 12
15.      TERMINATION ........................................................................................................................... 13
16.      VALUE-ADDED TAX .................................................................................................................... 13
17.      BREACH...................................................................................................................................... 13
18.      DISPUTE RESOLUTION - ARBITRATION ...................................................................................... 14
19.      NOTICES AND DOMICILE ADDRESSES ........................................................................................ 15
20.      NON SOLICITATION ................................................................................................................... 16
21.      GOVERNING LAW ...................................................................................................................... 16
22.      GENERAL .................................................................................................................................... 16
23.      ACCEPTANCE ............................................................................................................................. 17




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  1. THE PARTIES


1.1     Through our communications and interactions, ACCSSA has identified you / your
        Company as a potential candidate to participate in the ACCSSA Sales Program as an
        Agent, with all the benefits and privileges associated with this status.

1.2     The Parties to this Agreement are :

  1.2.1 ACCSSA (Proprietary) Limited; and

  1.2.2 “The Agent” (as recorded in The Agent’s online application.)

1.3      The Parties agree to be bound hereto by each and all of the Parties, by the terms
         and conditions set out in this Agreement.



  2. DEFINITIONS AND INTERPRETATION

2.1 Unless inconsistent with the context, the following words and expressions shall, where
    they appear in this Agreement, mean:

2.1.1      ‘the/this Agreement’ means the agreement as contained in this document,
           including all Annexures, appendices and schedules attached to and forming part of
           this Agreement, and any addition, amendment, notation, renewal, extension,
           further renewal and/or further extension, as the case may be;

2.1.2      ‘the Brands’ and ‘the Products’ means the ACCSSA brand and Product as owned by
           ACCSSA(Pty) Limited, and licensed to ACCSSA, being its name and the rights, title
           and interest that it has to use the ACCSSA brand, and/or distribute the Product
           Globally, as the case may be (‘the ACCSSA Brand’);

2.1.3      ‘ACCSSA’ means       ACCSSA    (PTY)   Limited,   company   registration   number
           2008/000442/07;

2.1.4      ‘The Agent’ means the Company or individual and associated Registration / ID
           numbers (as recorded in The Agent’s online application.);

2.1.5      ‘the Parties’ means the parties to this Agreement;

2.1.6      ‘the Prime Rate’ means the published prime bank overdraft lending rate charged
           by the Standard Bank of South Africa Limited from time to time and in the event of
           dispute as to such rate, a certificate signed by any manager of such bank shall be

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          prima facie proof thereof;
 2.1.7    ‘Sales Commission” means commission payable by ACCSSA to The Agent in lieu of
          sales made by The Agent to Subscribers;

 2.1.8    ‘South Africa’ means the Republic of South Africa;

 2.1.9    ‘VAT’ means Value Added Tax as provided for and defined in the Value-Added Tax
          Act of South Africa, 1991 (Act 89 of 1991), as amended; and

2.2   In this Agreement:

 2.2.1 Any reference to ‘date of agreement’ shall be read as meaning a reference to the
       date of the completion and submission of the online Sales Agent Application;

 2.2.2 Unless expressly stated to the contrary, any reference to legislation or subordinate
       legislation is to such legislation or subordinate legislation at the date of completion
       of the online application form and as amended and/or re-enacted from time to time;

 2.2.3 Any references to documents ‘in the agreed form’ are to documents in terms agreed
       by the Parties, or on behalf of the Parties for the purposes of identification;

 2.2.4 Any reference to this Agreement means this Agreement and all schedules and
       Annexures;

 2.2.5 All schedules and Annexures hereto shall be deemed to form part of this Agreement;

 2.2.6 If any provision in a definition is a substantive provision conferring rights or imposing
       obligations on any Party, notwithstanding that it is only in the definition clause,
       effect shall be given to it as if it were a substantive provision in the body of
       The Agreement;

 2.2.7 Clause headings and/or head notes to any paragraph are inserted for reference
       purposes only and shall not effect nor influence the interpretation of any of the
       provisions to which they relate;

 2.2.8 When any number of days is prescribed in this Agreement for the doing of anything
       or performing any act (but expressly excluding the calculation of any interest), same
       shall be reckoned exclusively of the first and inclusively of the last day unless the last
       day falls on a Saturday, Sunday or public holiday in South Africa, in which case the
       last day shall be the next succeeding day which is not a Saturday, Sunday or public
       holiday;

 2.2.9 The calculation of any interest shall be based on a calendar day;

 2.2.10 Reference to a day, week, month or year shall be construed as a Gregorian day,

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        week, month or year, as the case may be;

 2.2.11 Reference to a ‘business day’ shall mean a day in which banks are open for business
        in South Africa and shall exclude Saturdays, Sundays and statutorily recognized and
        published public holidays;

 2.2.12 Reference to a ‘calendar day’ shall mean a Gregorian day;

 2.2.13 Where figures are referred to in numerals and in words, if there is any conflict
        between the two, the words shall prevail;

 2.2.14 Where expressions are defined they shall bear the same meanings in schedules or
        Annexures to this Agreement which do not themselves contain their own conflicting
        definitions;

 2.2.15 The use of any expression covering a process available under South African law, such
        as a winding up (without limitation eiusdem generis) shall, if any of the Parties to this
        agreement is subject to the law of any other jurisdiction, be construed as including
        any equivalent or analogous proceedings under the law of such defined jurisdiction;

 2.2.16 The use of the word ‘including’ followed by a specific example shall not be construed
        as limiting the meaning of the general wording preceding it and the eiusdem generis
        rule shall not be applied in the interpretation of such general wording or such
        specific example;

 2.2.17 Where any term is defined within the context of any particular clause, the term so
        defined, unless it is clear from the clause in question that the term so defined has
        limited application to the relevant clause, shall bear the meaning ascribed to it for all
        purposes in terms of this Agreement, notwithstanding that that term has not been
        defined in this interpretation clause;

 2.2.18 The rule of construction that the contract shall be interpreted against the party
        responsible for the drafting or the preparation of the agreement, shall not apply as
        the terms of this Agreement have been negotiated by and between the Parties (with
        and through their respective legal advisers) and drafted for the benefit of the Parties;

 2.2.19 Words importing the singular shall include the plural and vice versa, words importing
        any gender shall include the other genders and words importing persons shall include
        created entities (corporate or unincorporated) including, without limitation, juristic
        persons, trusts, partnerships, associations and bodies corporate.

2.3   This Agreement shall be binding on and enforceable by the liquidators of the Parties as
      fully and effectually as if they had signed this Agreement in the first instance and
      reference to any Party shall be deemed to include such Party's, permitted assigns or
      liquidators, as the case may be.

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2.4      The expiration or termination of this Agreement shall not affect such of the provisions
         of this Agreement as expressly provide that they will operate after any such expiration
         or termination 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.

2.5      If this agreement will be made on a date that results in the use of any tenses herein
         being inappropriate, the term shall be read in the appropriate tense.

2.6      This Agreement shall be governed by, construed and interpreted in accordance with
         the laws of South Africa.



      3. BACKGROUND AND PURPOSE

3.1      ACCSSA offers this opportunity, without exclusivity, to you / your company. You / Your
         Company may in turn carry out sales, as per the terms listed in this agreement. Your
         Company will be offered this appointment indefinitely, from the date of agreement,
         subject to compliance of this Agreement and the relevant NDA (Non-Disclosure
         Agreement).

 3.2 ACCSSA has developed specific technologies and software products for which it holds
     the Intellectual Property, and it now wishes to establish global sales relationships.

 3.3 The Agent holds a relationship with prospective Customers, and has sales capability
     and capacity to market the product.

 3.4 The Agent is desirous of marketing the ACCSSA product.

 3.5 The Agent acknowledges that the ACCSSA product is copyrighted and may not be
     reproduced, reverse engineered or decompiled without the explicit written approval
     of ACCSSA.


 3.6 Both Parties acknowledge that they each hold confidential information, either in
     relation to the business initiatives at the Agent’s Customers, or in relation to business
     methodologies or business partnerships, which are required by the Parties to deliver
     value to these Customers, and to leverage the business opportunity for the Parties and
     are thereby bound by the relevant agreed NDA (Non-Disclosure Agreement)

 3.7 This Agreement sets out:

 3.7.1      the nature of the relationship between the Parties; and

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3.7.2    the rights, duties and obligations of the respective Parties.




  4. THE APPOINTMENT

4.1 The Agent shall in all its dealings ensure that the counter-party with whom it is dealing
    specifically understands that the Agent is an agent of ACCSSA,

4.2 The Parties confirm that:

   4.2.1 the nature of their relationship is NOT one of a legal partnership or quasi legal
         partnership, but that of independent persons contracting with each other to
         exploit a business opportunity for their mutual yet exclusive benefit and
         profitability; and

   4.2.2 nothing contained in this Agreement shall constitute the Parties as partners of
         each other and as such (without derogating from the generality of the
         aforegoing) it is expressly stated that there shall be no universality of assets and
         liabilities and that neither Party shall be entitled to bind the credit of the other to
         any third party.

4.3 The Agent shall not have the right to use the Brands and/or any likeness thereto or to
    make any statements, whether oral or written, which state or otherwise imply, directly
    or indirectly, any endorsement from or affiliation with ACCSSA, and/or the Brands,
    except as in accordance with this agreement.



  5. DUTIES OF THE AGENT

The Agent hereby agrees:

5.1 That it will at all times during the continuance of this Agreement observe and perform in
    accordance with the terms and conditions set out in this Agreement.

5.2 To promote and extend sales and to use its best endeavors to promote the service
    available from ACCSSA.

5.3 To maintain sufficient technical knowledge of the Product.

5.4 That it shall not without the prior consent in writing of ACCSSA be concerned or
    interested, either directly or indirectly, in the sale or advertisement of any products

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       which are the same as, or similar to, or which, either alone or in conjunction with some
       other product, perform, or are designed to perform, a similar function to, or which
       might otherwise compete or interfere with the sale of any of the product.

5.5 That it shall in all correspondence and other dealings relating directly or indirectly to
    the sale of the product clearly indicate that it is acting as an Agent of ACCSSA.

5.6 That in order to qualify for Sales Commission payable by ACCSSA to The Agent, the
    Agent must, at the time of completing the online Subscriber Application form with the
    prospective Subscriber, capture his/her GUID (Global Unique ID) in the text field marked
    “Agent ID, if applicable”.

5.7 That it shall not accept orders or make contracts on behalf of ACCSSA other than
    subject to confirmation and acceptance by ACCSSA. All proposals shall indicate that
    they are subject to ratification by ACCSSA, and further that they are subject to ACCSSA’s
    general Terms and Conditions of Sale. The Agent shall not make any promises,
    representations, warranties or guarantees with reference to the product except such as
    are consistent with these conditions of sale.

5.8 That it shall not incur any liability on behalf of ACCSSA, or in any way pledge or purport
    to pledge ACCSSA’s credit, or accept any order or make any contract binding upon
    ACCSSA without the prior written consent of ACCSSA.

5.9 That it shall not assign, or purport to assign its rights under this Agreement to any third
    party without the prior written consent of ACCSSA.

5.10     To act in a competent, professional and effective manner at all times.

5.11 That all marketing material required for the sales process, including brochures,
   business cards, etc will be at the Agents expense. Artwork for current brochures is
   available from ACCSSA upon request. Any specific editing will be for the Agents expense.



  6. DUTIES OF ACCSSA

ACCSSA hereby agrees with The Agent that ACCSSA will undertake the following during the
continuance of this Agreement:

6.1 To pay sales commissions to The Agent, as set out in clause 11 below.

6.2 To act in a competent, professional and effective manner at all times.

6.3 To provide appropriate Support and Maintenance Services as may be required by The
    Agent and Subscribers from time to time.

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6.4 To assist The Agent in the development and implementation of joint business and
    marketing plans and initiatives.



 7. THE PRODUCT


ACCSSA makes no commitments to the Agent that it will continue to supply the service
indefinitely, or for a specific period. ACCSSA specifically reserves the right to modify any of
the specifications or characteristics of its service.




  8. THE PERIOD

This Agreement shall be deemed to have commenced on the date of completion and
submission of the online Agent application form, and shall continue in force until terminated
by either Party with 90 days prior notice in writing. This right of termination shall not apply
with respect to any individual delivery agreement accepted by ACCSSA, unless ACCSSA elects
to terminate such an agreement.



  9. MARKETING MATERIAL


In all marketing material, the Agent shall ensure:

              The proper use of the ACCSSA name, logo and trademarks, and will be subject
               to ACCSSA approval;
              That information presented shall not be misleading or deceptive with regards
               to price, product, performance or specifications;
              That programs and activities are appropriate in message and tone, and in
               keeping with the ACCSSA overall company and brand identity;
              That the ACCSSA corporate logo and any registered trademark will be applied
               in accordance with the published ACCSSA corporate identity;
              That the ACCSSA logo and name must be illustrated in a size at least as large
               as your own Company name and logo;
              That all scripts are submitted to ACCSSA for written approval, prior to printing
               / recording. ACCSSA will grant / deny authorization within three working days
               in writing, and will not unreasonably withhold authorization;




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  10. PRODUCT AND SERVICE PRICING

Current Product and Service pricing is available on the ACCSSA Website, and must be viewed
prior to submitting or committing to any pricing to any prospective Customer. Any Product
offered to Customers shall be priced in accordance with the latest Pricing Schedule.



  11. SALES COMMISSION DUE TO THE AGENT:


11.1 ACCSSA will pay Sales Commission to The Agent for sales made, as follows:

        11.1.1 Sales Commission rate is standardized for all Agents. The standardized Sales
               Commission rate will be made available to prospective Sales Agents upon
               the completion of the Online Sales Agent Application Form, and the
               resulting approval thereof.

        11.1.2 The Sales figures are to include both Subscription and Identity Verification
               fees payable by the Subscriber.

        11.1.3 Sales Commission is payable one (1) month in arrears;



        11.1.4 Such Sales Commission is payable indefinitely, unless:


            11.1.4.1    The Agent ceases to be a registered ACCSSA Sales Agent, as per this
                        Agreement, or

            11.1.4.2    The Agent is not meeting the minimum standard of support
                        required to service its Subscribers and is consequently notified, in
                        writing, of such under-performance. In this instance, the Agent shall
                        be required to rectify the situation within 21 days of being notified.
                        Such minimum standard of service would include calling on its
                        Subscribers at least once every three months, and ensuring
                        continued subscription, but excludes technical support which will
                        be provided by ACCSSA.

        11.1.5 In the event of 11.1.4 above, Sales Commission will continue to be paid to
               The Agent for a period of one (1) year from the date of cancellation, at
               which point all Sales Commission will cease to be payable.

11.2 In order for such Sales Commission to become payable, The Agent must, at the time of
     completing the online Subscriber Application form with the prospective Subscriber,

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      capture his/her GUID (Global Unique ID) in the text field marked “Agent ID, if
      applicable”. Each Agent will be issued a GUID (Global Unique ID) upon their successful
      registration with ACCSSA.

 11.3 Sales Commission payable will be settled by Electronic Funds Transfer (EFT) to the
      Agent’s Bank Account (as specified in the original online Agent Application form) on the
      last day of the month, one month in arrears.


 11.4 If, for whatsoever reason, fees paid by the Subscriber to ACCSSA are not honoured, the
      associated Commission will be reversed accordingly.




    12. PAYMENT

12.1 The Agent shall ensure that all contracts entered into by the Agent provide for direct
     remittance to ACCSSA of all amounts pertaining to the product and services provided by
     ACCSSA as per the payment methods listed herein.

12.2 Save as otherwise provided for in this Agreement, all amounts due to ACCSSA, and the
     Sureties to ACCSSA in terms of or arising out of this Agreement shall, unless paid on due
     date, bear interest from the due date, to date of payment, both dates inclusive. Such
     interest shall be calculated at 2% and capitalized monthly in arrears on the balance due.



    13. PROMOTION, MARKETING AND SALES

 Brand Protection

 13.1 The Agent acknowledges and understands that the Product is ACCSSA branded and as
      such the use, marketing and promotion thereof demands the utmost good faith failing
      which the Brands could be prejudiced.

 13.2 The Agent undertakes to do everything necessary to protect the integrity of the Brand
      and shall ensure that its agents, directors, employees, consultants, customers and all
      persons and/or entities employed and/or used by the Agent in selling and distributing
      the Product likewise undertake to do everything necessary to protect the integrity of
      the Brands.

 13.3 To the extent where the Agent fails, refuses and/or neglects to comply strictly in
      accordance with the use of the Brands, the protection of the integrity of the Brands
      and this clause 13, ACCSSA shall be entitled, but not obliged, to summarily terminate

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     this Agreement by giving notice of such termination. It being specifically understood
     and accepted by the Agent that such notice does not imply nor does it require the
     breach of provisions provided for herein and as such the Agent shall be given a period
     within which to rectify its actions and/or omissions, as the case may be.


     Promotion and Marketing

13.4 The promotion and marketing of the product shall be undertaken by the Agent, at the
     Agents expense.

13.5 Product Training is provided online via the ACCSSA web site to all Subscribers free of
     charge.

     Sales

13.6 The Agent, and each of its customers and/or entities or individuals to whom it sells
     and/or in any way deals with the Product:

13.6.1   are fully aware of the restrictions placed on the marketing and promotion of the
         Product as contained herein and the extreme possible consequences thereof
         should both parties fail, refuse and/or neglect to adhere to this clause;

13.6.2   are strictly prohibited from selling, transferring, assigning, bartering and/or in any
         way dealing in the Product by on-selling, transferring, assigning, bartering and/or in
         any way dealing with, and in the Product other than in terms of this Agreement
         and the specific purpose of selling the Product solely to the consumer without
         limiting the generality thereof, the Agent’s customers and clients shall not be
         entitled to transfer the Product to another entity and/or individual or between
         business units or commercial centers, directly and/or indirectly, to another entity
         and/or individual.

13.6.3   are strictly prohibited, unless otherwise agreed to in writing by both parties, from
         selling, transferring, assigning, bartering and/or in any way dealing in the Product
         by on-selling, transferring, assigning, bartering and/or in any way dealing with and
         in the Product for an amount less than the recommended selling prices as
         published from time to time by ACCSSA.



  14. ACCOUNTS AND RECORDS

The Agent shall keep full and proper books of account and records showing clearly all
enquiries, transactions and proceedings relating to the Product and in particular, all
transactions undertaken by or through the Agent pursuant to this Agreement.

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ACCSSA retains the right to audit such accounts and records, at any time, and the Agent
undertakes not to withhold such information from ACCSSA.




   15. TERMINATION

Without prejudice to any other remedies that ACCSSA may have against the Agent, ACCSSA
shall have the right at any time by giving written notice to the Agent to terminate this
Agreement forthwith in any of the following events:

               If the Agent is liquidated, whether provisionally or finally.

               If the Agent has been found guilty in a Court of Law of any Criminal or
                Unlawful Activities.



   16. VALUE-ADDED TAX

Unless the context of the clause concerned clearly indicates that the amount concerned is
inclusive of VAT, all amounts provided for in this Agreement shall be exclusive of VAT.
All or any VAT arising from the supply of any goods and/or services (as defined in the Value-
Added Tax Act 89 of 1991of South Africa, as amended, or any statutory re-enactment or
modification thereof) by any Party in terms of this Agreement shall become due for payment
and shall be paid by the recipient of the goods and/or services forthwith upon presentation
of the relevant invoice.




   17. BREACH

If any Party breaches any material provision or term of this Agreement (other than those
which contain their own remedies in the event of a breach thereof) and fails to remedy such
breach within 7 (seven) calendar days of receipt of written notice requiring it to do so (or if it
is not reasonably possible to remedy the breach within 7 (seven) calendar days, within such
further period as may be reasonable in the circumstances) then the aggrieved Party shall be
entitled, without notice, in addition to any other remedy available to it at law or under this
Agreement, including obtaining an interdict, to:

               cancel this Agreement; or

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                 claim specific performance of any obligation whether or not the due date for
                  performance has arrived;

                 and in either event without prejudice to the aggrieved Party's rights to claim
                  damages.



       18. DISPUTE RESOLUTION - ARBITRATION

18.1   In the event of any dispute or difference arising amongst Parties with regard to the
       interpretation, implementation or enforcement of this Agreement, or as to whether or
       not this Agreement has been terminated or is void or voidable and/or any other
       difference or dispute relating to or arising from this Agreement or the enforcement
       thereof, then such dispute or difference will (unless interim and/or urgent relief is
       sought from a court of competent jurisdiction) be referred to arbitration.

18.2   The arbitrator, in the absence of agreement between the Parties, shall be appointed
       (from the nominees of the Parties) by the Arbitration Foundation of South Africa (‘AFSA’)

18.3   The arbitration shall be conducted under and in accordance with the rules of AFSA

18.4   Notwithstanding anything to the contrary contained in this Agreement or stipulated by
       AFSA, the arbitration will be held in Sandton, Gauteng, South Africa with a view to
       achieving an expeditious result. Furthermore, the arbitration will be conducted in
       camera, the Parties and the participants in the arbitration being obliged to maintain the
       utmost confidentiality with regard to all matters relating thereto or arising there from,
       save as may otherwise be expressly and peremptorily required by law.

18.5   The provisions of this clause: -

            18.5.1 Constitute an irrevocable consent by the Parties to any of the proceedings
                   contemplated therein and none of the Parties shall be entitled to withdraw
                   from the provisions of this clause or claim under any such proceedings that
                   it is not bound by the provisions of this clause or subject to such
                   proceedings;

            18.5.2 Are severable from the remainder of this Agreement and shall remain of full
                   force and effect, notwithstanding any termination, cancellation, invalidity or
                   alleged invalidity of this Agreement for any reason whatsoever.

18.6   The receipt by any Party of a notice calling for arbitration in terms of this clause shall
       constitute the service of a process for the purpose of interruption of prescription in
       terms of Section 15 of the Prescription Act No 68 of 1969.
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     19. NOTICES AND DOMICILE ADDRESSES

19.1 The Parties hereby appoint their respective addresses as:
          19.1.1 ACCSSA PTY (Ltd)
                  Unit F2, Pinewood Office Park
                  33 Riley Road, Woodmead
                  South Africa

           19.1.2 “The Agent”
                  (as recorded in The Agent’s online application.)

     for all purposes under this Agreement including the service of any notices or legal
     process.

     Any notice to any Party shall be addressed to it at its aforesaid address and either be sent
     by registered post, telegram, email, or facsimile or be delivered by hand. In the case of
     any notice:

           19.1.3 sent by registered mail, it shall be deemed to have been received, unless the
                  contrary is proved, on the 7th (seventh) calendar day after posting;

           19.1.4 delivered by hand, it shall be deemed to have been received, unless the
                  contrary is proved, on the date of delivery, provided such date is a business
                  day or otherwise on the next following business day;

           19.1.5 sent by telefax, it shall be deemed to have been received, unless the
                  contrary is proved, 1 (one) business day after dispatch; and

           19.1.6 sent by email, it shall be deemed to have been received, unless the contrary
                  is proved, 1 (one) business day after dispatch.

19.2 A Party shall be entitled by notice in writing to the other, to change its domicile to any
     other address, provided that the change shall become effective only 14 (fourteen)
     calendar days after service of the notice in question.

19.3 Notwithstanding anything to the contrary herein contained, a written notice or
     communication actually received by a Party shall be an adequate written notice or
     communication to it notwithstanding that it was not sent to or delivered at such Party's
     chosen address.




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     20. NON SOLICITATION


  Both Parties agree that neither party will, directly or indirectly through other means, solicit
  or cause to solicit any employees of the other party or its subsidiaries or affiliates at any
  time during the term of this contract, and for a period of twelve months following the
  termination of the contract.




     21. GOVERNING LAW


  This contract shall be governed by the laws of the Republic of South Africa.




     22. GENERAL


22.1 The Parties hereto acknowledge that each has read this Agreement, understands it, and
     agrees to be bound by its terms, conditions and covenants.

22.2 This Agreement, including constitutes the complete and exclusive written expression of
     the terms of the agreement between the Parties and supersedes all prior or
     contemporaneous proposals, oral or written, understandings, representations,
     conditions, warranties, covenants and all other communications between the Parties
     relating to the subject matter of this Agreement.

22.3 No provision in this Agreement shall constitute a benefit and/or right in favour of a third
     party.

22.4 No variation of, addition to, consensual cancellation of or waiver of any right arising in
     terms of this Agreement (including this clause) shall be of any force or effect unless it is
     reduced to writing and signed on behalf of or by the Parties' respective duly authorised
     representatives.

22.5 Insofar as any of the provisions contained in this Agreement are in conflict with any laws
     of South Africa for the time being in force, such provisions shall be deemed to be
     amended only to the extent necessary to comply with the provisions of such laws.




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22.6 If any provisions of this Agreement are held to be invalid, illegal or unenforceable by a
     Court of competent jurisdiction or arbitrator, the validity, legality and enforceability of
     the remaining provisions shall in no way be affected or impaired thereby, and this
     Agreement shall be of full force and effect.

22.7 If a Party elects to institute proceedings in the Magistrates’ Court, the other Party hereby
     consents in terms of the Magistrates’ Court Act, 1944, as amended, to the jurisdiction of
     the Magistrates’ Court.

22.8 Notwithstanding any other provision of this Agreement, for the purposes of any legal
     proceedings arising from or in connection with this Agreement and which a Party elects
     not to institute in the Magistrates Court, the other Party hereby consents and submits
     itself to the jurisdiction of the High Court of South Africa (Witwatersrand local Division).

22.9 The representatives of the respective Parties who complete the online Agent Application
     warrant their authority to act for and on behalf of the Parties hereto and bind the Parties
     accordingly.

22.10 In the event of any Party incurring any costs as between attorney and its own client in
      recovering and/or attempting to recover any amount due to it and/or having to enforce
      any of its rights under this Agreement, the other Party consider itself bound and agrees
      and separately undertakes to pay that party or its attorneys the full amount of the costs
      thus incurred on the scale as between attorney and its own client, plus collection
      commission, tracing fees and advocate fees.

22.11 This Agreement may be validly concluded in separate but identical counter-parts, in
      which event the counter-parts taken together, and recorded as such, shall constitute the
      written agreement of the Parties.


22.12 The Parties shall each bear their own costs in respect of the drafting and negotiating of
      this agreement and sundry attendances incidental to the aforegoing.



     23. ACCEPTANCE


  As the legal representative of “The Agent”, I hereby declare that by the act of capturing “YES” on the
  online application form provided on the ACCSSA website (www.accssa.com) I have read,
  understand and agree to abide by all the Terms and Conditions contained herein.




  CONFIDENTIAL                                                                                  Page 17

								
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