This Sales Agent Agreement (“Agreement”) is entered into on the date of signing by and between:
- Attaché X Ltd, a company registered under the laws of England and Wales under the Companies house number 15250985 and
- [Sales Agent Name], an individual or business entity located at [Agent’s Address] (“Sales Agent”).
The Company and the Sales Agent may be individually referred to as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Company is engaged in the business of manufacturing and selling business bags;
WHEREAS, the Sales Agent desires to act as an independent contractor to market and sell the Company’s products, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the promises, covenants, and mutual agreements contained herein, the Parties agree as follows:
1. APPOINTMENT AND AUTHORITY
1.1 Appointment: The Company appoints the Sales Agent as a non-exclusive independent sales agent for the promotion and sale of its products in the United Kingdom (the “Territory”), subject to the terms of this Agreement. The Sales Agent accepts such an appointment.
1.2 Sales Orders and Discounts: The Sales Agent shall have the authority to apply discounts on product sales, provided such discounts do not exceed the limits set and visible on the Sales Agent’s dashboard. The Company reserves the right to reject any sales orders deemed to be outside of the intended sales guardrails or where a risk of fraud or misuse is suspected.
1.3 Prohibition on Competing Sales: The Sales Agent agrees not to sell, promote, or represent any products not originating from the Company while interacting with potential or existing leads for the Company.
1.4 Authority to Bind: The Sales Agent shall not have the authority to enter into contracts or assume obligations on behalf of the Company without prior written consent, except as explicitly authorised in this Agreement.
2. RELATIONSHIP OF THE PARTIES
2.1 Independent Contractor: The Sales Agent is an independent contractor and not an employee, partner, or joint venturer of the Company. The Sales Agent shall have no authority to bind or obligate the Company except as expressly authorised in writing by the Company.
2.2 Verification and Compliance: The Sales Agent acknowledges and agrees to complete any required training, courses, or compliance measures specified by the Company within the timeframes set forth in the Sales Agent’s dashboard.
3. RESPONSIBILITIES OF THE SALES AGENT
3.1 Promotion and Sales: The Sales Agent shall use their best efforts to market, promote, and sell the Company’s products in the Territory in accordance with the Company’s guidelines, policies, and instructions.
3.2 Compliance with Laws: The Sales Agent shall comply with all applicable laws and regulations in connection with their sales activities.
3.3 Confidentiality: The Sales Agent agrees to maintain strict confidentiality of all proprietary and confidential information provided by the Company and shall not disclose such information to third parties without prior written consent.
3.4 Verification of Buyers: The Sales Agent is responsible for verifying the authenticity of buyers. For business customers, the Sales Agent shall validate the company using official records (such as Companies House) and ensure the contact details of the buying contact match the registered information.
3.5 Use of Company Equipment and Monitoring: The Sales Agent agrees that any communication through Company-issued equipment or communication channels, such as email or phone, may be recorded and monitored by the Company for quality control, process improvement, and customer care purposes.
4. COMPENSATION
4.1 Commission: The Sales Agent shall be entitled to a commission on the net sales value of the products sold, as indicated on the Sales Agent’s dashboard. The commission percentage may vary depending on the products sold and discounts applied. Commissions are calculated on the sale amount after applying any authorised discounts and shall not include any shipping charges.
4.2 Commission Payment: Commission payments will be initiated within five (5) working days following the expiration of thirty (30) days from the date of delivery of the product to the customer, aligning with the end of the 30-day free return period.
4.3 Chargebacks and Adjustments: In the event that a sale is cancelled, returned, refunded, or otherwise invalidated, the Sales Agent’s commission for that sale will be deducted from future commissions. If the Agreement is terminated and a chargeback is due to the Company, such chargeback will become payable immediately upon termination.
4.4 Final Commission Payment upon Termination: If this Agreement is terminated, any commissions due to the Sales Agent will be paid according to the schedule outlined in this Section.
5. RIGHT TO AUDIT AND RECORDS
5.1 Audit of Records: The Company reserves the right to audit the Sales Agent’s sales records to verify the accuracy of sales, discounts applied, and commissions earned. The Sales Agent agrees to maintain accurate records and provide access to such records upon the Company’s request.
5.2 Monitoring of Sales Activities: The Company may monitor the Sales Agent’s communications, interactions with leads and customers, and adherence to sales processes to ensure compliance with Company policies and improve sales efficiency.
6. REPRESENTATIONS AND WARRANTIES
6.1 Sales Agent’s Warranties: The Sales Agent warrants that they have the legal right and authority to enter into this Agreement and that their engagement with the Company does not violate any other agreements or obligations.
6.2 Company’s Warranties: The Company warrants that its products comply with applicable laws and regulations and that it has the right to sell its products.
7. TERMINATION
7.1 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term of this Agreement, including failure to remit commissions, fraud, failure to comply with sales policies, or misrepresentation.
7.2 Termination Without Cause: Either Party may terminate this Agreement without cause by providing fourteen (14) days’ written notice to the other Party.
7.3 Post-Termination Obligations: Upon termination, the Sales Agent must immediately cease representing the Company, return all Company property, and ensure the proper handling of confidential information. Any commissions due before termination will be paid according to the schedule outlined in Section 4.
8. NON-COMPETE AND NON-SOLICITATION
8.1 Non-Compete: During the term of this Agreement and for a period of six (6) months after termination, the Sales Agent shall not sell or promote any products that directly compete with the Company’s products in the Territory.
8.2 Non-Solicitation: During the term of this Agreement and for a period of six (6) months after termination, the Sales Agent shall not solicit any of the Company’s customers, employees, or agents for any competitive business.
9. DISPUTE RESOLUTION
9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
9.2 Dispute Resolution: Any dispute arising under or related to this Agreement shall be resolved through binding arbitration in London, in accordance with the rules of the [Arbitration Association], and judgment on the award may be entered in any court having jurisdiction.
10. MISCELLANEOUS
10.1 Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both Parties, including electronic signatures.
10.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings related to the subject matter.
10.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.4 Assignment: The Sales Agent may not assign or transfer any rights or obligations under this Agreement without the Company’s prior written consent.
10.5 Electronic Signatures: The Parties agree that this Agreement may be executed electronically and that electronic signatures are binding and enforceable under applicable law.
10.6 Notices: Any notices under this Agreement must be in writing and sent to the Party’s respective email addresses or through the digital platform where this Agreement is hosted.
11. DATA PROTECTION & PRIVACY
11.1 Compliance: The Sales Agent agrees to comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the Data Protection Act 2018, in relation to the collection, processing, and storage of customer data.
11.2 Handling Personal Data: The Sales Agent must ensure that any personal data collected from customers or leads is handled in accordance with the Company’s privacy policy and GDPR principles, including ensuring that all data is processed lawfully, fairly, and transparently, and collected for specified, legitimate purposes.
11.3 Breach Notification: The Sales Agent must immediately inform the Company in the event of a data breach or if there is any suspicion of unauthorised access to customer data.
12. INTELLECTUAL PROPERTY & USE OF MARKETING MATERIALS
12.1 Ownership: The Sales Agent acknowledges that all intellectual property, including but not limited to trademarks, logos, designs, product descriptions, and marketing materials provided by the Company, are and shall remain the sole property of Attaché X Ltd.
12.2 Authorised Use: The Sales Agent is granted a limited, non-exclusive, revocable licence to use the Company’s intellectual property solely for the
purpose of promoting and selling the Company’s products under the terms of this Agreement.
12.3 Prohibited Actions: The Sales Agent shall not modify, reproduce, or distribute any of the Company’s intellectual property without prior written permission. Unauthorised use of the Company’s intellectual property may result in immediate termination of this Agreement and legal action.
13. NON-DISPARAGEMENT
13.1 No Negative Statements: During the term of this Agreement and for a period of six (6) months following its termination, the Sales Agent agrees not to make any false, misleading, or negative statements or comments about the Company, its products, services, officers, directors, employees, or agents, whether verbally, in writing, or through any medium of communication.
13.2 Breach: Any breach of this clause shall be considered a material breach of this Agreement and may result in immediate termination and further legal action.
14. INSURANCE
14.1 Insurance Coverage: The Sales Agent agrees to maintain professional liability insurance or any other insurance coverage deemed necessary to cover potential claims arising from their business activities under this Agreement.
14.2 Proof of Insurance: The Sales Agent agrees to provide the Company with proof of such insurance coverage upon request and to notify the Company immediately if their coverage is cancelled or reduced.
15. EXPENSES AND REIMBURSEMENT
15.1 Agent’s Responsibility for Expenses: Unless otherwise agreed in writing, the Sales Agent shall be responsible for all expenses incurred in the performance of their duties under this Agreement, including but not limited to travel, accommodation, meals, and marketing materials.
15.2 Pre-Approved Reimbursements: Any expenses that are eligible for reimbursement must be pre-approved in writing by the Company. The Sales Agent shall submit itemised receipts and documentation for any approved expenses, and the Company will reimburse the Sales Agent within [Number of Days] days of receiving such documentation.
16. FORCE MAJEURE
16.1 Definition: Neither Party shall be liable for any delay or failure to perform any obligation under this Agreement if the delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, natural disasters, or government regulations (“Force Majeure”).
16.2 Notice of Force Majeure: The Party affected by a Force Majeure event shall notify the other Party as soon as reasonably possible and take reasonable steps to minimise any delay or disruption.
17. INDEMNIFICATION
17.1 Sales Agent’s Indemnification: The Sales Agent agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including reasonable legal fees) arising out of or related to:
- The Sales Agent’s breach of this Agreement;
- Any negligence or misconduct by the Sales Agent;
- Any third-party claims related to the Sales Agent’s actions, including failure to comply with applicable laws or regulations.
18. LIMITATION OF LIABILITY
18.1 No Consequential Damages: Except in cases of fraud or wilful misconduct, neither Party shall be liable to the other Party for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
18.2 Cap on Liability: The Company’s total liability to the Sales Agent for any claims arising out of or related to this Agreement shall be limited to the total commissions earned by the Sales Agent in the three (3) months preceding the claim.
19. SURVIVAL OF OBLIGATIONS
19.1 Post-Termination Obligations: Any provisions of this Agreement that by their nature are intended to survive termination, including but not limited to confidentiality, non-compete, non-solicitation, indemnification, and limitations on liability, shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
Attaché X Ltd:
By: _____________
Name: ___________
Title: ____________
Date: ____________
[Sales Agent Name]:
By: _____________
Name: ___________
Title: ____________
Date: ____________
Digital Signature Clause
The Parties agree that the signature of this Agreement via electronic means shall be valid and binding to the same extent as a wet signature, in compliance with the Electronic Communications Act 2000.
