The following terms and conditions apply to the Agency service:

LAST DIGITAL LTD TERMS AND CONDITIONS OF AGENCY

 AN AGREEMENT made between

(1)Last digital Limited whose registered office is situated at Berol House, 25 Ashley Road, London N17 9LJ (hereinafter called the ‘Company’); and

(2)The Agent

 1  Definitions

 1.1      In this agreement the unless the context otherwise requires:

 Contracts   The contracts for the products entered into by the client with the Company.

 Commissions   Commissions shall mean monies receivable by the Agent generated by the Company in respect of contracts placed by the Agent.

 Products  All products and services provided and dealt in by the Company.

 Applications   Application for contracts completed by the clients

 Restricted  Information disclosed to the Agent under this agreement

2  Appointment of Agent

2.1       The Company hereby appoints the Agent for the purpose only of introducing applications by clients for domain name registration, web-hosting and dedicated server services offered by the Company.

2.2       The Company may direct the Agent at any time to cease, immediately and for a specified or indefinite period, from acting on the Company’s behalf.

2.3       The relationship between the Company and the Agent shall be strictly that of principal and agent and not in any way that of employer and employee. The Company in particular, shall not be bound by acts of the Agent, which exceed the authority granted under the provision of this Agreement, or by fraudulent acts of the Agent or of the Agent’s staff.

3  Registration

3.2      It is a condition that the Agent successfully completes the three month probationary period by achieving the required performance criteria.

3.2      It is the duty of the Agent during the currency of thus Agreement to provide all information required by the Company and notify the Company promptly any material alteration affecting information supplied in relation to the Agent.

4  The Agent`s Duties

 The Agent shall have the following obligations to the Company and   shall abide by the following rules and regulations:

      The Agent shall not make any representations or give any warranties in relation to the products which are inconsistent with the statements made in the Company’s current advertising material, or in anyway misrepresent the nature, content and effect of the contracts with the client therein. The Agent will be liable to reimburse the Company for any loss sustained as a result of such representation or warranty.

4.2       The Agent shall conduct business with the client only on the Company’s Terms of Business, which the Agent must supply to every client.

4.3      The Agent must remit all monies received from clients. In any case, the Company’s automated systems will only allow the client’s application to go ahead once clients’ fees received directly by the Company.

4.4      The Agent must promptly inform the Company any complained received from the clients.

4.5      The Agent agrees that coterminous with or immediately subsequent to the termination of the Agreement it will transfer to the Company upon demand the representative records relating to business introduced to the company.

4.6      The Agent agrees that the Company may communicate with a client of the Agent whenever in the reasonable opinion of the directors of the Company it is necessary for it to do so in order to investigate any complaint or compliance issue or when approached directly by the client.

4.7      The Company may also from time to time communicate with the client in order to provide a point of contact and in order to assist the client on technical issues or in the absence of the Agent. The Company may also market suitable products directly to the client for the benefit of the Company or the client.          

 5  Financial Provisions

5.1      In consideration of the obligations undertaken by the Agent hereunder, the Company shall pay the Agent the agreed percentages of commissions which may be varied by notice in writing from the Company to the Agent.

5.2      The amount of commission to be paid to the agent by the Company shall be calculated as the Agent’s percentage of the fee income received by the Company from the clients. The Company will set off against such commission payment of any other sums owing to it by the Agent.

5.3      In the event that the Company does not, for any reason whatsoever, receive payment in respect of services provided to the Agent’s clients, there shall be a pro-rata reduction in the commission payable to the Agent in respect of the contract. If in such case the commission has already been calculated and paid to the Agent on the basis described above, the Company shall be entitled to recover from the Agent the proportion of the commission paid to the Agent by which the commission should have been reduced and/or to deduct it from the monies payable by the Company to the Agent.

5.4      All sums payable by the Company to the Agent shall be inclusive of any applicable value added tax or other relevant sales tax.

5.5      The Agent shall be a self-employed person or a company with a responsibility for the payment of its own income tax, national insurance contributions and all expenses incurred in the running of business. The Agent covenants with the Company that he will notify the Inland Revenue and, if appropriate, H.M.Customs and Excise of the relationship between the Company and the Agent and his status as a self-employed person. The agent will duly pay all proper tax and national insurance contributions and if appropriate value added tax arising from commissions payable hereunder.

5.6      Agreement, and those arranged prior to the commencement of this Agreement but subsequently transferred to the Company, belongs to the Company.

6  Duration and Termination

6.1      This Agreement will into force on the date hereof and shall continue in force unless and until terminated by either party to the Agreement giving one month’s notice in writing to the other of its intention to terminate the Agency, or

6.2      It can be terminated by the Company if the Agent dies, or becomes a patient within the meaning of Part 111 of the Mental Act 1959; or if the Agent commits any breach of its obligations under the terms of this Agreement; or if the Agent becomes bankrupt; or if the Agent is convicted of any offence of dishonesty or for which a sentence of imprisonment is imposed. 

7  Consequences of Termination

7.1      In the event of termination of this Agreement in any manner whatsoever all commissions payable by the Company to the Agent will cease immediately without any further notice and any amounts owing by the Agent to the Company shall immediately become due and payable to the Company without any further demand.

7.2      Following termination of this Agreement for any reason, the Agent shall cease to promote market, advertise or sell the Products on behalf of the Company; the Agent shall have no claim against the Company for compensation for loss of Agency rights, loss of goodwill or any similar loss. The Agent shall not, during the period of one year after the termination of this Agreement, solicit business with any past or present customers he has introduced to the Company.            

8  Nature of Agreement

8.1      The Company shall be entitled to perform any of the obligations undertaken by it and to exercise any of the rights granted to it under this Agreement through any other Company which at the relevant time is its holding company or subsidiary (as defined by S 736 of the Companies Act (1985) of the subsidiary of any such holding company and any act or omission of any such company shall for the purposes of this Agreement be deemed to be the act or omission of the Company.

8.2      Nothing in this Agreement shall create, or be deemed to create a partnership or the relationship of employer and employee between the parties.

8.3      This Agreement shall be governed and construed in all respects in accordance with the Laws of England, and each party hereby submits to the non-exclusive jurisdiction of the English Courts.