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MARKETING AGENCY RELATIONSHIP BETWEEN (1) FireFly Telecom (who’s brand name is FireFly Telecom and will be referred as such for the purpose of this agreement) and (2) The Agent This agreement ("Agreement") is made between (1) FireFly Telecom (FireFly Telecom) whose registered office is at Telecom House, Brynhawddgar Farm Estate, Gorslas, Llanelli and (2) The Agent whose details have been registered on the FireFly Telecom website and who by their sending of orders has agreed to these terms and conditions ("Agent") Whereas FireFly Telecom provides certain types of telecommunication services to certain customers (as hereinafter described) and wishes to appoint the Agent as a non-exclusive Agent for the marketing and sales of such Services packages (as may be advised to the Agent by FireFly Telecom from time to time) upon the terms of this Agreement and the Agent herein accepts such appointment as hereinafter described. In the event of any conflict between the clauses of this Agreement and any schedules attached hereto, the clauses of this Agreement shall take precedence. Now it is agreed as follows:- 1.0 DEFINITIONS 1.1 In this Agreement the following terms shall have the following meanings: (a) "Affinity Programme" means, if set out at the relevant schedule, an affinity programme wherein the Customer is contracted to FireFly Telecom but Agent is allowed to brand the Services with the Agent's brand upon such terms as the parties agree in writing from time to time. (b) "Associated Company" means, as appropriate, either FireFly Telecom's or the FireFly Telecom's holding company or any subsidiary thereof ("holding company" and "subsidiary" having the meanings as defined in Sections 736 and 736(a) of the Companies Act 1985); and (c) "Customer" means a Customer of FireFly Telecom, introduced under this Agreement; and (d) "the Services" means the Services packages (from time to time applying and defined in the relevant Schedule) which, under the terms hereof, the Agent may market and sell, to the Customer (which Customer has been introduced to FireFly Telecom under this Agreement); and (e) "Guidelines" means the guidelines which shall be delivered from time to time by or on behalf of FireFly Telecom to the Agent and which at the time of reference is the latest version of the same; (f) "the Procedures" means the procedures to be observed by the Agent in connection with this Agreement including without limitation the procedures for seeking orders with respect to the Services and which at the time of reference is the latest version of the same and all other bulletins sent by FireFly Telecom or otherwise issued by FireFly Telecom and available to the Agent, which shall be incorporated into this Agreement; (g) "Prospect" means a third party identified by the Agent or FireFly Telecom or anyone else, with whom the Agent seeks to introduce to FireFly Telecom to become a Customer; and (h) "FireFly Telecom Services Literature" means any brochure, user guide, information leaflet and/or instructions published by or on behalf of FireFly Telecom in connection with the Services described herein; and (i) "Territory" means the territory or territories specified in Schedule One. 1.2 The headings in this Agreement are for convenience only and shall not affect its interpretation. 1.3 Where appropriate, words denoting the singular shall include the plural and vice-versa. 1.4 Reference to any statute or statutory provision includes a reference to the statute or statutory provisions as from time to time amended, extended or re-enacted. 2.0 APPOINTMENT and DURATION 2.1 The appointment hereunder is a non-exclusive appointment of the Agent for the marketing and recruitment of Customers for and on behalf of FireFly Telecom for FireFly Telecom’s intangible telecommunications Services and such appointment shall take effect from the date hereof and shall continue (subject to clause 7) for a period of twelve months from the date that the Agent first sends an order to FireFly Telecom following FireFly Telecom having allocated an Agent code to the Agent and thereafter unless either party gives to the other three months prior written notice to terminate at any time. The appointment of the Agent under any Affinity Programme shall only apply if set out at Schedule Two. 2.2 FireFly Telecom shall deliver from time to time the latest version of the following to the Agent: 2.2.1 the Guidelines; and 2.2.2 the Procedures; and 2.2.3 the FireFly Telecom Services Literature. 2.3 FireFly Telecom appoints the Agent to be its representative with respect to seeking orders for the Services upon FireFly Telecom’s standard terms and conditions for Services, from time to time applying the latest version of which is found on the FireFly Telecom website or otherwise a copy of which is at FireFly Telecom’s offices PROVIDED ALWAYS THAT this shall not mean that the Agent shall have any authority to vary the foregoing terms and conditions or otherwise commit to the provision of the Services on behalf of FireFly Telecom to the Customer (or a Prospect or any third party) whatsoever, without the express prior written approval of FireFly Telecom. 3.0 AGENT OBLIGATIONS 3.1 The Agent hereby undertakes and agrees with FireFly Telecom that it shall at all times: (a) subject to the provisions of Clause 3(b) below, for the duration of this Agreement use its best endeavours to promote and extend the supply of the Services by all usual means; and (b) not commit to supply any Customer (or a Prospect or other third party) with any Services unless FireFly Telecom has previously accepted the order for Services in the manner set out in Schedule Three and upon FireFly Telecom’s standard terms and conditions of Services referred to in clause 2.3. In the event of any conflict between more than one agent as to the solicitation of a particular Customer or Prospect or otherwise where the Customer is already a Customer of FireFly Telecom, FireFly Telecom shall solely determine to whom or whether any commissions are paid; and (c) whilst representing FireFly Telecom, at all times act in the best interests of FireFly Telecom and Customers and Prospects and ensure that any Prospects dealt with by the Agent understand fully and clearly the Services and their contractual obligations under FireFly Telecom’s standard agreement for the Services referred to in clause 2.3 (as may be amended by FireFly Telecom from time to time); and (d) not without FireFly Telecom’s prior written consent distribute any material in connection with the Services other than such material provided by or previously approved in writing by FireFly Telecom PROVIDED ALWAYS THAT Agent may use text or material previously used by FireFly Telecom without FireFly Telecom’s prior written consent (without FireFly Telecom assigning their copyright in it to the Agent) but FireFly Telecom reserves the right to withdraw any such material from time to time by notifying the Agent and (e) as soon as reasonably possible and in any event within 24 hours of taking the relevant order details, provide to FireFly Telecom the relevant details (including the Customer or Prospect confirmation) by such method and in such manner as FireFly Telecom shall specify from time to time, including the fulfillment (by the Customer or Prospect) of the FireFly Telecom standard terms and conditions referred to in clause 2.3 PROVIDED ALWAYS THAT FireFly Telecom shall not be liable to provide any Services or be bound by the foregoing agreement, until FireFly Telecom have executed the agreement directly with the Customer or Prospect themselves or otherwise caused the Services to be provided; and (f) not to have any power to make contracts (whether written or oral) on behalf of FireFly Telecom and not make or give any promises, representations, warranties or guarantees with reference the Services except such as are consistent with FireFly Telecom’s Services literature as published by and on behalf of FireFly Telecom from time to time; and (g) in all correspondence and dealings relating directly or indirectly to the provision of the Services clearly indicate that it is acting as an Agent of FireFly Telecom; and (h) not incur any liability on behalf of FireFly Telecom or in any way pledge or purport to pledge FireFly Telecom’s credit and not make any change to any Services tariff supplied by FireFly Telecom without FireFly Telecom’s express prior consent, nor, for the avoidance of doubt, make any charge, demand for payment or seek to collect any payment in respect of or associated with the Services, other than those charges provided by FireFly Telecom in writing; and (j) conform and adhere to the material in Clause 2.2(above), and this Agreement generally and have and maintain full legal authority to enter into this Agreement (including complying with any and all statutory or other requirements and obligations); and (k) maintain such sales and distribution personnel, including relevant support to ensure the most efficient and productive marketing of the Services and in order not, in FireFly Telecom’s sole opinion, to hinder the continuation of the use of the Services, by the Customer; and (l) promote the Services on a reasonable scale in a form, manner and content consistent with FireFly Telecom’s literature as amended from time to time and not to bring FireFly Telecom or it’s brand into disrepute and to bring the Services to the attention of as many Prospects as possible, PROVIDED ALWAYS THAT such advertising and marketing is to be carried out at the sole expense of the Agent unless otherwise first agreed in writing with FireFly Telecom and the Agent shall not for the term of this Agreement and twelve months after its termination or expiry (for any reason whatsoever) solicit, contract or otherwise induce any Customer of FireFly Telecom away from FireFly Telecom and shall not compete with FireFly Telecom with respect to any such Customers; and (m) not permit any person or organisation on its behalf to sell the Services unless first expressly approved by FireFly Telecom in writing in which event all responsibility and liability shall vest and remain with the Agent and the Agent herein undertakes and confirms that such appointment, if agreed, shall only be made with such sub-agent, if the obligations contained herein are imposed upon such sub-agent and the Agent provides immediately to FireFly Telecom the sub-agent sales code used by the Agent, including the sub-agent full name, correspondence address and e-mail addresses including all telephone contact number details PROVIDED ALWAYS THAT FireFly Telecom shall have no direct relationship or liability in respect of any such sub-agent and PROVIDED FURTHER THAT if such sub-agent is authorised by FireFly Telecom hereunder and the Agent fails to make payment to such sub-agent of any sums paid by FireFly Telecom for Customers from such sub-agent, FireFly Telecom has the unilateral right to assign such sub-agent to another third party agent of FireFly Telecom or for FireFly Telecom to deal directly with such sub-agent upon FireFly Telecom’S standard terms of agency; and (n) inform FireFly Telecom immediately of any changes or planned or foreseeable changes in the Agent’s organisation or methods of doing business which might affect the performance of the Agent of it’s obligations hereunder; and (o) comply for the duration of this Agreement with all applicable government or other directions, regulations, codes of practice or registrations concerning the marketing and provision of the Services; and (p) if so requested by FireFly Telecom within thirty (30) days of the end of each calendar quarter throughout the duration of this Agreement furnish FireFly Telecom with a forecast of the anticipated volume of sales (by calling line identity) of the Services for the following 12 month period within the Territory; and in addition to any other payments that the Agent may need to make to FireFly Telecom hereunder, in the event that such forecasts are higher than the volume that the Agent in fact generates for any period, FireFly Telecom herein reserves the right to offset, deduct or withhold payments of commissions to the Agent (or otherwise invoice the Agent), in a sum or sums that reflect the actual costs that FireFly Telecom have suffered as a consequence of FireFly Telecom relying on such forecast by the Agent AND PROVIDED FURTHER THAT if the foregoing forecast is incorrect, FireFly Telecom are not liable or responsible for provisioning any Services in respect of such forecast where FireFly Telecom resources are not adequate as a consequence thereof. (q) not to sell the Services other than in the Territory set out in Schedule One as may be varied from time to time by FireFly Telecom; and (r) not refer directly or indirectly to FireFly Telecom or the FireFly Telecom Services in its marketing literature, in its dealings with the press or in trade literature or elsewhere except in terms previously approved by FireFly Telecom either in writing (or verbally, confirmed in writing); and (s) relative to the Services, in all its marketing and publicity material and in dealings with third parties, the Agent shall make it clear that it is an authorised Agent of FireFly Telecom and not otherwise connected to or associated with FireFly Telecom; and (t) at its own expense send such of it’s personnel at such times as FireFly Telecom consider necessary on training sessions conducted by or on behalf of FireFly Telecom in order to understand the Services and all relevant and supporting information in respect thereto and for the avoidance of doubt the Agent shall not be liable for the actual and direct costs of the training session, save for the Agent’s own out of pocket expenses associated with travel and subsistence; and (u) ensure that it’s employees and those of any sub-agents possess the necessary skills, experience and qualifications to perform their jobs in a professional manner in accordance with the obligations contained herein; and (v) afford FireFly Telecom representatives direct and prompt access to Prospects to ensure compliance with appropriate quality criteria as set out in this Agreement and otherwise, if FireFly Telecom determine, for FireFly Telecom to complete and sale of Services; and (w) not remove, tamper with or obliterate any FireFly Telecom trade mark, Services mark or trade name or logo and not to misrepresent the Services; and (x) the Agent herein agrees that FireFly Telecom reserves the right to withdraw or modify any package, incentive programme or Schedules One, Two, Three or Four at any time with written notice and without any liability to the Agent as a consequence thereof; and (y) the Agent shall comply with all Ofcom regulations concerning their business in connection with this Agreement, including any which may relate to the use of power diallers and all other statutory requirements in respect of Data Protection in the United Kingdom; and (z) and if the Agent is running a call centre for the purposes of attracting Customers to the Services; the Agent shall only do so with the express prior approval from FireFly Telecom as to the customer operative script with any Prospects or Customers, including FireFly Telecom approval as to the legal process concerning the contractual sign-up of such Prospects and shall herein warrant to FireFly Telecom that they shall comply fully with such agreed processes. 4.0 PAYMENT 4.1.1 FireFly Telecom shall make such payments to the Agent in such amounts and at such times as are set out in Schedule Three, by such method as FireFly Telecom shall deem appropriate from time to time. FireFly Telecom shall endeavour to pay within 30 days of the date of the AgentÂ’s invoice, which invoice shall be rendered for such amounts no more than once per calendar month as FireFly Telecom shall advise the Agent for such purposes and following FireFly Telecom’s receipt of payment from the Customer or from a third party in respect of the Customer’s usage; and 4.1.2 FireFly Telecom shall only be liable to make payments to the Agent where FireFly Telecom have been paid by the Customer or a third party in respect of the Customer’s usage in full for the Services and only where such Customer was introduced by the Agent and completed all relevant documentation properly such that the Customer receives the Services PROVIDED ALWAYS THAT where the Customer has received the Services in circumstances where the Agent has failed to comply fully with it’s obligations hereunder, the Agent shall not be entitled to any commission payments whatsoever in respect of such Customer (or Customers); and 4.1.3 FireFly Telecom shall not be liable to pay any commissions to the Agent (or reserves the right to offset, deduct or otherwise withhold payment (or separately invoice for re-payment by the Agent to FireFly Telecom) in circumstances where: (a) commissions have been paid by FireFly Telecom to the Agent, in respect of a period after the expiry or termination of this Agreement ; or (b) where it is alleged by a Customer or Prospect that the Agent has caused Services to be provided to the Customer or Prospect in circumstances where the Customer or Prospect has not given their express prior consent to the receipt of such Services and in respect of the foregoing, FireFly Telecom shall have the right to claim from the Agent (in their absolute and sole discretion) both all commissions paid to the Agent in respect of such Customer or Prospect and all sums invoiced by a third party service provider in connection with the Services to the Customer or Prospect including any other costs associated with the provision thereof. 4.1.4 All payments due from the Agent to FireFly Telecom hereunder shall be due and payable within 30 days of the Agent being notified of the amounts due to FireFly Telecom and time shall be of the essence in respect of the payment by the Agent to FireFly Telecom hereunder. FireFly Telecom reserves the right to offset such sums from any sums otherwise due to the Agent. 5.0 TRADE NAMES, TRADE MARKS AND SERVICES MARKS 5.1 Each party grants to the other on the terms set out in this Agreement a non-exclusive, non-transferable licence to use such trade names, trade marks or Services marks (as set out in Schedule Four) as may be required by the other in respect of the Services hereunder, and such licence shall be on a non-exclusive basis and to be co-terminus with this Agreement. 5.2 The Agent shall use such FireFly Telecom trade names, trade marks or Services marks as may be required by FireFly Telecom for the purposes of sales and marketing of the Services (and for no other purpose unless the Agent receives FireFly Telecom’s express prior written consent, such consent to be given upon the terms of this Agreement) and shall observe FireFly Telecom’s reasonable directions including the use of such trade names, trade marks or Services marks in all literature, publicity material, sales and promotions campaigns and the like for which the Agent shall submit details to FireFly Telecom for prior approval which approval shall not be unreasonably withheld or delayed. In the event that the Agent is operating under an Affinity Programme, the Agent shall be entitled to use their own trade marks in respect of the Services, provided that such use is in accordance with such terms as the parties shall agree from time to time and makes clear that the underlying Services are being provided by FireFly Telecom. It is expressly agreed and understood that all contracts with customers for the Affinity Programme shall be made with FireFly Telecom upon the terms set out at Schedule Two and for such purposes any brands of the Agent used for such Affinity Programme shall be licensed to FireFly Telecom and be styled as a trading name of FireFly Telecom for the term of this Agreement. 5.3 The parties recognise the other’s proprietary rights in its trade names, trade marks or Services marks and undertakes not to do any act either alone or jointly with others which may jeopardise or in any way infringe the relevant party’s title to its trade names, trade marks or Services marks or which might invalidate any registration of such marks, whether in the United Kingdom or any where else in the World. 5.4 The Agent shall give FireFly Telecom written notice promptly should the Agent become aware of any use or proposed use by any other person, firm or company of a trade name, trade mark or Services mark or other promotional advertising which might infringe FireFly Telecom’s trade names, trade marks or Services marks. 5.5 Upon termination or expiry of this Agreement for any reason whatsoever the parties shall immediately cease to make use of the other’s trade names, trade marks or Services marks and shall do and execute all such acts, deeds and things that the other shall require for the purpose of cancellation of the non-exclusive licence granted hereunder. 6.0 EXCLUSION OF LIABILITY AND INDEMNITY 6.1 Nothing in this Agreement shall limit or restrict or be deemed or construed so as to limit or restrict the liability of FireFly Telecom for death or personal injury to any person caused by its negligence. 6.2 Subject always to the provisions of Clause 6.1 above the total liability hereunder of FireFly Telecom in contract, tort or otherwise (including negligence) shall not exceed the amounts paid by FireFly Telecom to the Agent under this Agreement from time to time. 6.3 The Agent shall indemnify FireFly Telecom (and keep indemnified notwithstanding the termination or expiry of this Agreement) and otherwise hold FireFly Telecom harmless against all claims and proceedings brought by any third party arising from or incidental to any claim by any Customer in respect of any matter which that Customer claims the Agent misrepresented in respect of the Services (save where such misrepresentation was first approved by FireFly Telecom in writing) or any claim by a third party against FireFly Telecom where such third party has applied (but been turned down by FireFly Telecom) for Services. 6.4 FireFly Telecom shall not be liable hereunder, in contract, tort or otherwise (including negligence) for any indirect or consequential losses whatsoever or otherwise howsoever arising including without limitation, loss of profits, business, contracts, anticipated savings or any other loss whatsoever and in this Clause 6.4, "anticipated savings" means any saving that the Agent anticipated making as a consequence (whether directly or indirectly) of entering into this Agreement. The provisions of this Clause 6 shall continue to apply notwithstanding the expiry or termination of this Agreement for any reason whatsoever. 7.0 TERMINATION 7.1 Without prejudice to its other rights and notwithstanding any other provision of this Agreement, FireFly Telecom shall be entitled immediately to terminate this Agreement by notice to the Agent in the event that:- 7.1.1 the Agent shall default in the due performance or observance of any of its material obligations under this Agreement and (in the case of a remedial breach) fails to remedy the breach within thirty (30) days of being requested by written notice so to do; or 7.1.2 if the Agent shall fail to meet such sales targets as are varied from time to time and notified to the Agent by FireFly Telecom in writing (whether remedial or not); or 7.1.3 if the Agent shall be alleged guilty of fraud or other misconduct or the same shall be proven in FireFly Telecom’s reasonable opinion; or 7.1.4 if an interim order is applied for or made, or a voluntary arrangement approved, or if a petition for a bankruptcy order is presented or a bankruptcy order is made against the Agent or if a receiver or trustee in bankruptcy is appointed of the AgentÂ’s estate or (the Agent being a company) if any voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the Agent’s assets or undertaking or a winding-up resolution or petition is passed or presented (otherwise than for the purposes of reconstruction or amalgamation), or if any circumstances arise which entitle the court or a creditor or any other person or body to appoint a receiver, administrative receiver, administrator, liquidator or to present a winding-up petition or make a winding-up order or any other similar type of arrangement or there is any change in control over the assets or ownership of any shares of equal to or greater than 51% (fifty one) of the voting control of the Agent or their business. 8.0 EFFECTS OF TERMINATION 8.1 Termination or expiry of this Agreement for any reason shall have the following consequences:- 8.1.1 the provisions of this Agreement of a continuing nature shall continue to apply notwithstanding the termination or expiry of this Agreement for any reason whatsoever; and 8.1.2 the Agent shall no longer benefit from the relevant Schedule in respect of commission payments, from the date of termination or expiry of this Agreement for any reason whatsoever. 8.1.3 in the event of termination of this Agreement by reason of a breach by one of the party’s of its obligations hereunder, this shall not deprive the other party of its right to sue the first party for damages. 9.0 EXCLUSION OF PARTNERSHIP 9.1 Nothing in this Agreement shall be deemed to constitute a partnership between FireFly Telecom and the Agent. The Agent shall not bind or commit FireFly Telecom with respect to the supply of the Services. The Agent shall not hold itself out as the agent of FireFly Telecom or in any other capacity other than: 9.1.1 as an authorised Agent for the Services on behalf of FireFly Telecom and subject to the terms of this Agreement, the Agent trading as an independent contractor; and 9.1.2 a representative of FireFly Telecom, with no power to bind FireFly Telecom and from which the Agent may only introduce such third parties to FireFly Telecom for Services and to which FireFly Telecom are not bound to accept such third parties for the provision thereof. 10.0 NOTICES 10.1 Any notice or other communication sent by post may be served by sending it be pre-paid registered or recorded delivery post to the address specified for the relevant party in this Agreement or to such other address as may be notified by either party to the other. Any such notice or communication sent by pre-paid, registered or recorded delivery post shall be deemed to have been served upon receipt thereof. Any notice sent by telex or facsimile transmission shall be deemed to have been delivered on the same day of its dispatch. 11.0 ENTIRE AGREEMENT 11.1 This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all other agreements and representations made by either party, whether oral or written and this Agreement may only be modified if such modification is in writing and signed by a duly authorised representative of each party hereto. 11.2 This Agreement shall prevail over any inconsistent terms or conditions referred to in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished. 12.0 ASSIGNMENT 12.1 FireFly Telecom shall have the right to assign or otherwise delegate all or any of its rights and obligations hereunder to any Associated Company, or to any other person upon notification to the Agent. 12.2 The Agent shall not assign, delegate or otherwise deal with all or any of its rights and obligations under this Agreement without FireFly Telecom's express prior written consent. 13.0 WAIVER 13.1 The failure on the part of either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any later occasion. 14.0 AMENDMENTS 14.1 This Agreement shall only be amended by instrument in writing signed by the duly authorised officer of each party hereto except that those documents set out in Clause 2.2 (above) or the Schedules may be changed by FireFly Telecom at any time, upon previously notifying the Agent. 15.0 CONFIDENTIALITY and NON-COMPETE 15.1 The Agent (including its directors, officers, employees and consultants) shall treat all information supplied to the Agent under or as a consequence of this Agreement in strictest confidence unless (other than by the act, default or negligence of the Agent) the same is in the public domain. Confidential information shall include any information concerning the business and affairs of FireFly Telecom, the Services, materials and documentation, Customers and Prospects, which shall all be regarded as part of the proprietory rights of FireFly Telecom. The confidentiality obligations shall continue to apply notwithstanding the termination or expiry of this Agreement for any reason whatsoever. 15.2 The Agent shall not (and nor shall itÂ’s officers, shareholders, employees, directors or other associated parties) themselves, either directly or indirectly, for the term of this Agreement and one year thereafter seek to compete with FireFly Telecom in the Territory in respect of the Services and the Agent shall not for the same term (or the duration for which FireFly Telecom shall provide (or agree to provide) any Services to Customer, whichever is the longer) seek to induce, solicit or otherwise facilitate any Customer (or Prospect identified by the Agent under this Agreement) or employee, consultant, officer and director of FireFly Telecom, to a similar or materially similar competing products or organisations as the Services 16.0 LAW AND JURISDICTION 16.1 This Agreement shall be governed and construed and interpreted in accordance with English law. The parties hereby agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection herewith. SCHEDULE ONE TERM, TERRITORY and MARKET SEGMENT 1. Term Subject to the provisions contained elsewhere in this Agreement, the term of this Agreement shall be twelve (12) calendar months from the date of the first order provided hereunder and thereafter shall automatically continue unless terminated by either party by giving to the other three months prior notice of termination at any time. 2. Territory The Territory for this Agreement shall be the World
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