12Telecom Business partner Terms & Conditions

Transcription

1 12Telecm Business partner Terms & Cnditins 1. 12Telecm retains exclusive wnership f all elements f the service, intellectual prperty, the users and infrmatin cncerning the services and users Telecm reserves the right t terminate r mdify the 12Telecm service, by giving at least 7 days ntice n the web r by (unless urgently required). 3. The Business partner shall during the cntinuance f his membership be entitled t market the 12Telecm services subject t 12Telecm's directin Telecm shall during the cntinuance f this Agreement: (a) Use reasnable effrts t meet the Business partner's rders prmptly, subject t availability and its ther rights in this Agreement; (b) Pay cmmissin payments in accrdance with the 12Telecm Cmmissin Plan as mdified frm time t time and subject t a minimum mnthly cmmissin f being payable t the Business partner. 5. The Business partner is nt and shall nt hld himself ut as an emplyee r statutry agent f 12Telecm but is, and shall at all times act as, the principal f his wn independent business. 6. The Business partner shall perate his business in a lawful and ethical manner and cmply with the cdes f the Direct Selling Assciatin and any ther applicable cdes and legislatin. 7. The Business partner hereby acknwledges that he is nt under any circumstances neither authrised nr permitted t make representatins n behalf f r incur liabilities n behalf f 12Telecm. 8. (a) The Business partner shall at all times cmply with 12Telecm's plicies and prcedures as set ut in any Cnduct Instructins prvided by 12Telecm. The Cnduct Instructins can be mdified by 12Telecm in such manner as it reasnably thinks fit n 7 days' ntice. The Cnduct Instructins frm part f this Agreement. (b) The Business partner agrees shuld any cmmissin remain unclaimed by the Business partner frm 12Telecm fr a perid exceeding 90 days (frm the date f such cmmissin being due), the Business partner shall autmatically waive his right t claim such cmmissin payments and 12Telecm shall reserve the right t writeff any such unclaimed cmmissins.

2 (c) It shall be the Business partner's respnsibility t keep 12Telecm infrmed f any changes t his billing details, in rder t enable 12Telecm t maintain crrect recrds and issue apprpriate payments t the Business partner. (d) Any ntice, request, instructin r ther dcument t be given hereunder shall be delivered r sent by first class pst r by electrnic transmissin t the cntact details f each party and any such ntice r ther dcument shall be deemed t have been served (if hand-delivered) at the time f delivery, (if sent by pst) upn the expiratin f 48 hurs after psting and (if sent by electrnic r facsimile transmissin) upn the expiratin f 12 hurs after dispatch. 9. The Business partner shall nt make any misleading, false r exaggerated claims abut the 12Telecm business pprtunity r 12Telecm prducts and services and shall nt describe 12Telecm's prducts r services r make any warranties in relatin t them except in terms authrised by 12Telecm in writing. 10. Mre than 100,000 calls per mnth requires written apprval by 12Telecm in rder t help the cmpany prvisin its netwrk accrdingly. 11. This Agreement shall remain in frce frm the date heref and cntinue until terminated by either Party n prvisin f 30 days' prir written ntice. 12. The Business partner shall pay all amunts wing t 12Telecm, if applicable, within 30 days f the date f invice. 13. Immediate terminatin f this Agreement by 12Telecm shall be permitted where: (a) The Business partner signs r purprts t sign any cntract, agreement r ther dcument whatsever n behalf f 12Telecm; (b) The Business partner uses any printed material (ther than persnal statinery) which has nt been specifically authrised by 12Telecm; (c) The Business partner prmtes any gds, business r service which may in any way cnflict with 12Telecm and has nt btained 12Telecm's prir cnsent t d s; (d) The use by Business partner f media advertising which has nt been specifically sanctined by 12Telecm. (e) Such ther matters, as 12Telecm, in its reasnable pinin, deems serius enugh t warrant immediate terminatin; and (f) The Business partner has failed t pay 12Telecm pursuant t clause 12 abve. 14 (a) Either party has the right t terminate this Agreement frthwith by written ntice t the ther at the ther's address if any f the fllwing events shall ccur: (i) the ther party is in breach f any f his r its bligatins hereunder; r (ii) the ther becmes bankrupt r inslvent r makes any cmpsitin r arrangement with his r its creditrs OR a receiver is appinted t any f the assets f the ther. (b) Either the business partner r 12Telecm may terminate this agreement n giving at least 30 days' prir written ntice t the ther withut cst r penalty t either party.

3 15. The address f 12Telecm fr the purpse f service f ntices and return f gds shall be Twelve Telecm Limited, Vista Centre, 50 Salisbury Rd, Hunslw, Middlesex, TW4 6JQ, UK. 16. Save as expressly prvided by this Agreement 12Telecm shall nt be liable fr any debts r liabilities whatsever incurred by the Business partner whether r nt the same have been incurred during the term f this Agreement. 17. N persn under the age f 18 years is eligible t becme a Business partner f 12Telecm and any Agreement purprted t be signed by such persn shall be null and vid. 18. This Agreement and the Cnduct Instructins shall cnstitute the whle f the cntract between 12Telecm and the Business partner. 19. It is an express term f this Agreement that the Business partner shall nt be entitled (withut the written cnsent f 12Telecm) t make any alteratin r amendment whatsever either t the Agreement r t any fficial prmtinal r marketing literature nr shall the Business partner suffer r permit any ther persn t make any such alteratin r amendment. 20. If any prvisin f this Agreement shall be fund t be invalid r unenfrceable, the same shall nt affect the validity r enfrceability f this Agreement as a whle, which shall in such a case be cnstrued as thugh the invalid r unenfrceable prvisin had been mitted. 21. This Agreement shall be cnstrued accrding t English law Telecm's liability t Business partner in respect f breach f this Agreement and/r negligence shall be limited 5,000 fr any single event r series f events in any perid f 12 calendar mnths whether cnnected r uncnnected. 12Telecm shall nt be liable fr any indirect r cnsequential lss r damage. This clause des nt seek t exclude liability fr death r persnal injury. 23. Number discnnectins and related cmmissins. 12Telecm reserves the right t claw back and/r discnnect any and all numbers r text message keywrds and related cmmissins that: (a) 12Telecm has reasnable grunds t believe are r have been used t cmmit a fraud; (b) are subject t the issuance f a ntice by BT grup that numbers and revenues stated represent traffic prfiles cnsistent with AIT indicatrs ntified by BT t 12Telecm ; (c) are requested r rdered t be discnnected by Phne Pay Plus r OFCOM; (d) are required t be discnnected by law; r (e) are deemed by 12Telecm t be inapprpriate r ffensive. 12Telecm has the right t withhld all cmmissins frm any Business partner that has a number that has been clawed back r discnnected fr any f the abve reasns. 24. Price band changes (a) 12Telecm reserves the right t add r withdraw any destinatins frm any price band giving 7 days ntice. (b) If a destinatin is added t a price band belw the current ne 12Telecm will infrm all agents/affiliates f the change. The destinatin will cntinue t be available in the higher banding. If Business partner is already reselling the lwer

4 price band number, he r she can take actin in relatin t existing custmers and /r nging marketing. If the Business partner des nt have the lwer price band number, they may apply fr it n-line. (c) If a destinatin is added t a price band abve the current ne 12Telecm will infrm all Business partners f the change. The destinatin will be remved frm the lwer banding. If a Business partner is reselling the lwer price band number, he r she must take actin in relatin t existing custmers and /r nging marketing. If a Business partner is already reselling the higher price band number, he r she can take actin in relatin t existing custmers and / r nging marketing. If the Business partner des nt have the higher price band number, they may add it t their number range. 25. Prmtinal Literature (a) 12Telecm business partner is required t ensure that: (i) all prmtinal material must include the full cst f using the service and must be prminent, clearly legible, visible and prximate t the 12Telecm Access Numbers; (ii) all prmtinal material explains clearly hw t use the service; (iii) all prmtinal material warns that a charge is incurred even if the internatinal number is engaged r the call is nt answered; (iv) all prmtinal material must advise callers t replace the handset after a shrt perid if they hear an engaged r unanswered ringing tne; and (v) all prmtinal material must warn callers t btain the bill payer's permissin prir t using the service; (vi) all prmtinal material must cntain a UK nn premium rate cntact number; (vii) all prmtinal material must cntain the Service Prvider s Name; Twelve Telecm Limited; (b) PSMS tpup r direct billing; the 12Telecm business partner is required t ensure that: (i) all prmtinal material must include the full cst f using the service and must be prminent, clearly legible, visible and prximate t the premium rate tp up number, shrt cde r ther means f access t the service; (ii) all prmtinal material explains clearly hw t use the service; (iii) all prmtinal material must warn custmers t btain the bill payer s permissin prir t using the service; (iv) all prmtinal material must explain t the custmer that calling credit will expire fllwing 90 days f nn use f the service; (v) all prmtinal material must explain t the custmer that the service may be used frm the mbile number r landline number used fr btaining calling credit r frm anther phne using a PIN, if and when this feature is applicable; (vi) all prmtinal material must cntain the service prvider s custmer service number;

5 (vii) all prmtinal material must cntain the Service Prvider s Name; Twelve Telecm Limited; (a) All Business partners fr the prvisin f 12Telecm services (fr the purpses f this clause, the Premium Rate Services ) must bserve the PhnepayPlus Cde f Practice (the PPP Cde ) (a cpy f which can be fund n the PhnepayPlus website and the Cde f Practice fr Service Delivery f Cmmn Mbile Shrt cdes in the UK fr all Cmmunicatins Media (a cpy f which can be fund at the Shrt cde Management Grup s website (the SMG Cde ), Vdafne s Cde f Practice and O2 s Audit Standards fr the peratin and prmtin f services n their netwrk tgether with their charging plicy fr red and yellw cards fr any breach f the Audit Standards (tgether the Cdes ). (b) In the event that the Business partner sub-allcates numbers, the Business partner must incrprate int any cntracts that are made with any ther Party fr the prvisin f Premium Rate Services prvisins requiring such ther Party t bserve the Cdes (and t prvide such ther Party with a cpy f the current editins f the Cdes) and enabling 12Telecm t enfrce any sanctins impsed under them. (c) Where PhnepayPlus advises 12Telecm f a breach f the PPP Cde by a Business partner using the telecmmunicatins netwrk prvided r perated by 12Telecm, 12Telecm will be allwed t: (i) act upn any request r recmmendatin PhnepayPlus makes fr access t be barred t all r any f the Premium Rate Services f the relevant Business partner fr such perid r perids as PhnepayPlus shall require in writing insfar as such actin is in accrdance with the PPP Cde; and (ii) withhld all sums payable t the relevant Business partner until such time as the Business partner pays t PhnepayPlus all sums due t meet fines, administrative charges r ther sums payable t PhnepayPlus under the PPP Cde and t itself pay the sums due t PhnepayPlus n behalf f the Business partner ut f mnies withheld (as ntified by PhnepayPlus in writing t Twelve Telecm Limited). (d) Where 12Telecm is advised f a breach f the SMG Cde by a Business partner using the telecmmunicatins netwrk prvided r perated by Twelve Telecm Limited, 12Telecm will be allwed t: (i) set ff against any mnies, including cmmissins, due t the Business partner any fines impsed by the Shrt cde Management Grup against 12Telecm as a result f the breach by the Business partner f the SMG Cde; and/r (ii) reclaim, n a full indemnity basis, the amunt f any fine impsed by the Shrt cde Management Grup against 12Telecm as a result f the breach by the Business partner f the SMG Cde.

6 (e) Where 12Telecm is advised f a breach f Vdafne s Cde f practice r O2 s Audit Standards fr the peratin and prmtin f services n their netwrk tgether with their charging plicy fr red and yellw cards fr any breach f the Audit standards by a Business partner using the telecmmunicatins netwrk prvided r perated by Twelve Telecm Limited OR where 12Telecm is advised f any Artificially Inflated Traffic ntificatin which results t a fine r revenue claw back 12Telecm will be allwed t: (i) set ff against any mnies, including cmmissins, due t the Business partner any fines r clawbacks impsed by any Mbile Netwrk Operatr against 12Telecm and/r as a result f the breach by the Business partner; and/r (ii) reclaim, n a full indemnity basis, the amunt f any fine impsed by the O2 against 12Telecm as a result f the breach by the Business partner f O2 s Audit Standards and/r Vdafne s Cde f Practice and/r revenue claw back due t Artificially Inflated Traffic 27. Number claw back (a) Cmmissin accrued t a Business partner terminates at the end f the calendar mnth in which the number r text message keywrd is clawed back by 12Telecm. The payment f that final accrued cmmissin is payable under the standard payment terms fr 12Telecm. (b) 12Telecm reserves the right t claw back, withut ntice, a specific number r text message keywrd if the ttal traffic thrugh that specific number allcated t that specific Business partner falls belw the criteria belw: (i) In the twelfth calendar mnth the traffic n a specific 12Telecm number must exceed 1,000 minutes r, fr a tp-up number /text message keywrd, must exceed 50 tp-ups fr that mnth. Any time after that if traffic falls belw 1,000 minutes fr three cnsecutive mnths the number may als be clawed back; r (ii) Fr the purpses f the abve the first calendar mnth will be deemed t be the mnth that cntained the day the Business partner was infrmed f their specific number having been activated. 28. Anti-bribery 28.1 The Business partner shall: (a) Cmply with all applicable laws, statutes, regulatins, and cdes relating t anti-bribery and anti-crruptin including but nt limited t the Bribery Act 2010 ( Relevant Requirements ); (b) nt engage in any activity, practice r cnduct which wuld cnstitute and ffence under sectins 1, 2 r 6 f the Bribery Actin 2010 if such activity, practice r cnduct had been carried ut in the UK; (c) have and shall maintain in place its wn plicies and prcedures, including but nt limited t adequate prcedures under the Bribery Act 2010, t

7 ensure cmpliance with the Relevant Requirements, relevant plices and will enfrce them where apprpriate: (d) prmptly reprt t 12Telecm any request r demand fr any undue financial r ther advantage f any kind received by the Business partner in cnnectin with the perfrmance f this agreement; (e) immediately ntify 12Telecm (in writing) if a freign fficial becmes an fficer r emplyee r acquires a direct r indirect interest in it The Business partner shall ensure that any persn assciated with it that is perfrming services r prviding gds in cnnectin with this agreement des s nly n the basis f a written cntract which impses n and secures frm such persn terms equivalent t thse impsed n it in this clause (28 Anti-bribery). The party shall be respnsible fr the bservance and perfrmance by such persns f such terms, and shall be respnsible directly liable t 12Telecm fr any breach by such persns f any f the relevant terms Breach f this clause shall be deemed a material breach. The term "Business partner" used in this agreement is fr descriptive and marketing purpses nly. Nthing in this Agreement is intended t express r imply the existence f any partnership, jint venture r cllabratin ther than as cntained in the express terms f this Agreement. 12Telecm is a Trademark and trading style f Twelve Telecm Limited a cmpany incrprated and existing under the laws f England and Wales, with cmpany number Address f Vista Centre, 50 Salisbury Rd, Hunslw, Middlesex, TW4 6JQ, UK. sales@12telecm.cm

8 Schedule Sales cmmissin: 12Telecm will pay 15% (net f VAT) f the tpup value as cmmissin t the business partner, that s 22.5 pence fr 1.50 tpup, 75 pence fr 5 tpup and 1.50 fr a 10 tpup. Allcated keywrds: the belw keywrds are allcated exclusively t the business partner and as such the business partner qualifies fr sales cmmissin n all sales generated n these keywrds. (t be filled in) Payment terms: 12Telecm will pay the business partner within 45 days fllwing the end f the mnth n which the sales cmmissin is generated. The business partner shuld prvide the due invice at least 5 wrking days befre payment is due. Residual cmmissin: 12Telecm will pay the business partner residual cmmissin fr 6 mnths fllwing terminatin f the agreement. On behalf f 12Telecm On behalf f the business partner Name:... Signature:... Psitin:... Date:...