This Agreement is made on the day and date as mentioned in the Schedule here under between cube global limited, incorporated under the united kingdom (herein after referred to as “ cube global limited ”, which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the One Part;
And The Person hereinafter referred to as the “Distributor” whose name and address appears in the Schedule hereunder (which expression shall, unless it be repugnant to the meaning or context thereof, mean and include, where the Distributor is an individual his/ her heirs, executors and administrators, where the Distributor is a partnership firm, the partners or partner for the time being of the said firm, the survivors or survivor of them and the heirs, executors and administrators of the last surviving partner, their or his assigns, where the Distributor is a company, its successors in title) of the Other Part.W H E R E A S:
1. cube global limited hereby appoints the Distributor as its marketing associate to market the Products within the limits specified as “Territory” in the Schedule hereunder. This appointment is made on a non-exclusive basis and cube global limited is free to appoint other distributors of its choice for the said area.
2. This agreement shall be in force from the date of its execution till such time as terminated as per clauses 16 and 17.
3. In the course of the Distributor carrying out the activities as per this Agreement, cube global limited shall make payments to the Distributor (subject to tax (es) deducted at source including but not limited to Service Tax) on such terms as decided by cube global limited from time to time. The terms of payment may be changed from time to time without prior notice and the same will be intimated to the Distributor. Payment will be on a monthly basis upon submission of a bill for services provided in the month by the 5th day of the subsequent month to be settled by cube global limited by effecting payment by the 15th day of that month subject to resolution of disputes or discrepancies, if any. cube global limited will pay fees to the distributor in accordance with schedule II of this agreement.
4. This agreement is made on a principal-to-principal basis and cube global limited shall not direct or supervise the work of the Distributor. However it is expressly understood that the Distributor shall perform the function of marketing of the Products strictly in accordance with the norms prescribed by cube global limited from time to time. This agreement does not give rise to or imply a partnership or a broker-sub broker relationship or employer-employee relationship or principal-agency relationship.
It is agreed between the parties here to that cube global limited shall have the sole and exclusive discretion either to accept or reject any of the proposals from the customers approached by the Distributor for availing the Products. Such decisions of cube global limited shall be final and conclusive.
cube global limited may, at its sole option, assist the Distributor to enhance its professional effectiveness, inter alia, in the following manner:
Training: cube global limited may provide ongoing training to the Distributor and its employees in such areas as it may deem necessary including salesmanship and communication. cube global limited may help the Distributor in designing a telemarketing set up and may extend such other help as cube global limited may deem necessary for its business.
Marketing: cube global limited may provide relevant and appropriate promotional and advertising support to facilitate the marketing of the Products by the Distributor.
Duties and obligations of the Distributor:
8. While the Distributor should take all effective action and adopt such measures as are necessary to perform its duties, which may at times include collecting payments from customers on behalf of cube global limited , the Distributor shall use only lawful measures and on no account shall commit violence to the person or the property of anyone. cube global limited shall not be liable for the consequences of any action of the Distributor or anyone acting on its behalf, which in any way violates this clause, for which the Distributor alone shall be liable. All payments collected by the Distributor whether made by cheque or demand draft or pay order, shall be drawn only in the name and favour of cube global limited .
9. The Distributor hereby indemnifies and keeps cube global limited indemnified against all penalties, claims, demands, costs, charges, expenses and damages that cube global limited may incur or be put to by reason of entering into this agreement with the Distributor or because of the Distributor violating or infringing any law, regula¬tion, bye law or any condition of this agreement. For this purpose, the term “Distributor” includes anyone acting on its behalf or on its instructions.
10. The Distributor shall not be entitled to transfer or assign all or any part of this agreement and any such transfer or assignment shall be void.
11. The Distributor may, in his signage and promotional material, inscribe that it is a Distributor of cube global limited . The Distributor shall not use the name logo or any trade name or trademark/copyright of cube global limited without prior written consent of cube global limited . In the event of the Distributor being granted consent to use name logo or trade mark of cube global limited pursuant to this Agreement, the same shall be on a limited basis as permitted by cube global limited and the Distributor shall not claim any right, title or interest to the same. Upon termination of this Agreement, the Distributor shall immediately cease to use and withdraw any such material carrying the name logo or trade mark of and destroy the same forwarding the evidence thereof to cube global limited within 5 days of termination of this Agreement.
12. All information obtained by the Distributor during the course of performance of its duties under this agreement, whether expressly furnished to it by cube global limited or otherwise, relating to cube global limited ’s customers or regarding its business, shall be treated as strictly confidential and the Distributor shall not divulge it except to its own employees strictly in the course of business. Such employee as well as the Distributor shall be bound by the provisions of this clause during the duration of this agreement and even after its termination not to disclose such information except as may be required by law.
13. The Distributor shall not make any statement/ representation / warranty/ promises or assurances on behalf of cube global limited to its customers beyond what is contained in the brochures or catalogues setting out the details of the Products as issued by cube global limited .
14. If the Distributor makes any false promises or gives any assurances or makes any representation which is not otherwise contained in the schemes circulated by cube global limited and on account of such representation if cube global limited suffers any damage, loss or is made to institute/defend any litigation, the Distributor shall be bound to indemnify cube global limited under such circumstances, for all the loss suffered or sustained and this indemnity by the Distributor shall survive the termination of this Agreement. cube global limited may, at its sole discretion, withhold any and all monies payable to the Distributor and adjust the same against any losses/damage incurred by cube global limited . This is without prejudice to the other rights and remedies in law and/or contract of cube global limited against the Distributor
15. During the subsistence of this agreement the Distributor shall not engage in business, which is in conflict with the business to be performed by the Distributor under this Agreement.
16. cube global limited may terminate this agreement forthwith if the Distributor fails to perform its functions, duties and obligations. Notwithstanding the aforesaid, cube global limited may also terminate this agreement without assigning any reason for the termination but after giving to the Distributor a notice in writing of at least one month.
17. The Distributor may terminate this agreement by giving to cube global limited a written notice of at least one month.
18. On the termination of this agreement, the Distributor shall immediately return to cube global limited all the documents and relevant papers concerning the Products and all information, agreements, documents and papers lying with the Distributor relating to transactions executed between cube global limited and customers and give a written confirmation of its having so done.
19. On termination/expiry of this agreement, any customer application for the Product submitted by the Distributor to cube global limited prior to termination/expiry of this agreement shall be processed by cube global limited and any payments in connection with such applications will be paid to the Distributor by cube global limited .
20. In the event of termination/expiry of this agreement, cube global limited may withhold any payments to be made to the Distributor in connection with any application of any customer, such payments being due to the Distributor, till such time as the Distributor deposits all documentation concerning any existing customer(s) and/or potential customer(s) of cube global limited with cube global limited .
21. The expressions “he” and “it” and their cognate variations are used as interchangeable and should be read with reference to the context.
22. No delay in exercising or omission to exercise any right, power or remedy accruing to cube global limited under this agreement shall impair any such right, power or remedy or shall be construed to be a waiver thereof or any acquiescence in such default, nor shall the action or inaction of cube global limited in respect of such default or any acquiescence by it in any default, affect or impair any right, power or remedy of cube global limited in respect of any other default.
23. Any modification or amendment to this Agreement or any schedules thereto shall be in writing agreed and accepted by both the Parties.
24. Any notice or request to be given or made in this agreement to cube global limited or the Distributor shall be in writing and shall be deemed to be given and made when delivered to the party to which it is required to be given or made at such party’s address as shown in this agreement or as subsequently modified by notice to the other party to this agreement. Such notice or request may be made through ordinary post, registered post or courier and shall be deemed to have been delivered on the expiry of 48 hours after the posting or delivery to the courier company, as the case may be.
25. Any and all disputes arising out of or in connection with this agreement or its performance shall be settled by arbitration by a single Arbitrator to be appointed by cube global limited . The arbitration shall be held, in united kingdom. Language of Arbitration shall be English.
26. The Courts in hong kong shall, subject to the above, have exclusive jurisdiction.