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
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
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.
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
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.
The Agent shall conduct business with the client
only on the Company’s Terms of Business, which the Agent
must supply to every client.
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.
The Agent must promptly inform the Company any
complained received from the clients.
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.
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
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
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.
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
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.
All sums payable by the Company to the Agent
shall be inclusive of any applicable value added tax or
other relevant sales tax.
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.
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
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
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.
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
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.
Nothing in this Agreement shall create, or be
deemed to create a partnership or the relationship of
employer and employee between the parties.
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.