agency agreement

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PRIVATE & CONFIDENTIAL AGENCY AGREEMENT BETWEEN THE TRUST MLM AND Authorised AGENT The Trust MLM Founder: Mr. Samir Mohammed 35 Cassell House Stockwell Gardens Estate London SW9 9AY T: +44 02077371926 E: [email protected] W: www.ttmlm.co.uk

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PRIVATE & CONFIDENTIAL

AGENCY AGREEMENT

BETWEEN

THE TRUST MLM AND Authorised AGENT

The Trust MLM Founder: Mr. Samir Mohammed

35 Cassell House Stockwell Gardens Estate London SW9 9AYT: +44 02077371926 E: [email protected] W: www.ttmlm.co.uk

The below Agreement is made between:

II. The Trust MLM, hereafter known as, The principle,

Whereas The Trust MLM wishes to appoint THE AGENT as its non-exclusive representative with respect to the provision of the Services and THE AGENT is willing to accept such appointment on the terms and conditions set out in this agreement:

a) THE AGENT is willing to make their expertise available to The Trust MLM and its clients.

b) THE AGENT is a commercial organisation and this agreement is non-exclusive on both THE AGENT and The Trust MLM.

c) The Trust MLM has agreed to engage THE AGENT and THE AGENT has agreed to accept such appointmenton the terms and conditions hereinafter set out.

d) This agreement shall come into practice from as of the date THE AGENT signs up to our opportunity program., and shall be valid for an initial period of twelve (12) months under the terms and conditions set hereafter.

1. Key phrases and definitions 1.1 In this Agreement and in the recitals to it the following terms shall have the following meanings AUTHORISED AGENT means The Trust MLM Approved Agent

ASSOCIATED COMPANY means, as appropriate, either The Trust MLM or the Agent, or the Agents ultimate holding company or any subsidiary of either.

CONFIRMED SALES a customer who has been introduced by THE AGENT who receives the services from TheTrust MLM Authorised Distributors and who had paid the relevant charge in full.

CUSTOMER means a customer introduced by THE AGENT to The Trust MLM.

MARKETING INFORMATION all promotional material including any brochure user guide Information leaflet and instructions published by or on behalf of The Trust MLM in connection with the Products and Services.

WEEK OF THIS AGREEMENT means each period of seven (7) days starting Friday and ending next Thursday during the term of this Agreement.

THE POLICIES & PROCEDURES means the procedures laid down in the Sales Information to be observed by

THE AGENT in connection with this Agreement, including without limitation the procedures for seeking orders for the Products and Services to be delivered by or on behalf of The Trust MLM .

SALES INFORMATION means the sales information which shall be delivered from time to time by or on behalfof The Trust MLM to THE AGENT and which at the time of reference is the latest version of it.

THE PRODUCTS/SERVICES means the The Trust MLM Authorised Distributor's products which are to be sold by THE AGENT as referred to in the Sales Information

STANDARD TERMS AND CONDITIONS means the standard terms and conditions for the supply of the Services by The Trust MLM ’s Authorised Distributors to Customers and which at the time of reference is the latest version of them.

1.2 Any reference in this Agreement to writing or cognate expressions includes a reference to facsimile or electronic transmission or other comparable means of communication.

1.3 Any reference in this Agreement to any statute or provision of a statute shall be construed as a reference to that statute or provision as amended re enacted or extended from time to time whether before or after the date of this Agreement.

1.4 The headings in this Agreement are for convenience only and shall not affect its interpretation.

1.5 Except where the context otherwise requires words denoting the singular include the plural and vice versa, words denoting any gender include all genders words denoting persons include firms and corporations and vice versa.

1.6 Annexure shall form an integral part of this Agreement.

2. The Agreement/Commissions 2.1 This Agreement shall subject as hereinafter provided be for a period of one year commencing on the date of this Agreement and thereafter shall continue unless terminated by at least 2 weeks prior written notice served by either party on the other party.

2.2 Additional commission may be payable from time to time in accordance with special short term sales promotions which The Trust MLM may offer to Authorised agents and which The Trust MLM may withdraw at any time at its entire discretion by providing 7 (seven) days notice in writing. These sales promotions will be set out in writing by The Trust MLM and specifically agreed by The Trust MLM again in writing in advance of the promotion.

2.3 Upon the date of this Agreement and subject to conditions, The Trust MLM shall deliver to THE AGENT in writing:

(i) The The Trust MLM Sales and Marketing information including the policies and procedures. Any training material as provided to them by their Authorised Distributors

Agent must not “Miss sell”Agent must not “Miss lead”Agent must not “Misrepresent”

2.4 For the avoidance of doubt any contract for The Trust MLM ’s Services sold by THE AGENT will be between THE AGENT and the Customer.

3. Termination of this Agreement 3.1 Without prejudice to its others rights either party shall be entitled to terminate this Agreement by fourteen (14) days written notice to the other party

(a) if either party shall default in the due performance or observance of any of its obligations other than those specified hereunder in clause (e) under this Agreement and (in the case of a remedial breach) fails to remedy the breach within thirty (30) days of being requested by written notice to do so or (b) if either party shall in the other party’s judgment fail to use its best endeavours to promote the Services and fails to remedy the situation within thirty (30) days of being requested by written notice so to do or (c) if either party shall be guilty of fraud or misconduct or (d) in the event of either party appointing an Administrative Receiver or going into liquidation or making any form of voluntary arrangement with its creditors. (e) For the avoidance of doubt if either party shall default in the due performance or observance of Clause 5 for The Trust MLM and Clause 6 for THE AGENT this will be regarded as a material breach under this Agreement.(f) If for any reason whatsoever, The Trust MLM ’s Authorised Distributors decides to terminate the services of THE AGENT the contract shall be terminated.

4. Consequences of Termination 4.1 Upon termination of this Agreement for any reason all rights obligations and liabilities of either party will cease without prejudice to either parties rights or obligations up to termination with the exception of the provisions of and Sections 9, 10 and 11 of this agreement shall continue notwithstanding termination.

4.2 The Trust MLM shall be liable to pay for the services rendered till the date of termination. However, The Trust MLM reserves the right to hold payments for all unpaid sales till the end of the cancellation period of the last batch of sales submitted. Also The Trust MLM shall be liable only to pay out on such sales as it has been paid on by its client

5. Obligations of The Trust MLM 5.1 At all times during this Agreement The Trust MLM shall act towards THE AGENT dutifully and in good faith.

5.2 The Trust MLM shall be entitled from time to time to extend or amend down the range of the Products and Services or discontinue the same by giving THE AGENT at least thirty (30) days written notice.

5.3 The Trust MLM shall

5.3.1 at its own expense promptly supply THE AGENT with such samples catalogues price lists terms and conditions of sale advertising promotional and selling materials literature and information as The Trust MLM considers necessary for the purpose of promoting sales of the Services under this agreement.

5.3.2 supply any information, which may come into its possession, which may assist THE AGENT to sell the Services under this Agreement.

5.3.3 unless there is anything to the contrary in this Agreement give THE AGENT notice of any changes in the range of the Services, its Authorised Distributor's terms or conditions of sale or its Authorised Distributor's prices for the Services as will enable THE AGENT to market and sell the Services in an effective manner.

5.3.4 Adhere to the payment terms as specified hereunder in clause 3 of Annexure 1.

6. Responsibilities of THE AGENT THE AGENT hereby undertakes and agrees that it shall:

6.1 Subject to the provisions of Clause 6.3 below use its best endeavors to promote and extend the supply of the Services.

6.2 Procure that any contract for the sale of Products and Services is made directly between The Trust MLM ’s Authorised Distributors and the Customer AND ITS Authorised Distributors standard Terms and Conditions of Sale as communicated by The Trust MLM .

6.3 Not commit to supply any Customer with the Services unless The Trust MLM ’s Authorised Distributors has accepted the Customer's order for the Service in the manner set out in the Policies and Procedures.

6.4 With respect to all quotations for the supply of the Services to a Customer THE AGENT shall clearly identifyall charges and tariffs regarding the products and services to the extent that these are applicable and communicated by The Trust MLM from time to time.

6.5 With respect to all quotations for the supply of the Services to a Customer THE AGENT shall only provide the relevant The Trust MLM ’s Authorised Distributor's tariff(s) as provided to THE AGENT.

6.6 Conform and adhere to the Policies and Procedures and the Sales and Marketing Code of Practice in soliciting orders.

6.7 Continue to maintain such sales and distribution personnel and facilities to ensure the most efficient and productive marketing and support of the Services.

6.8 Inform The Trust MLM immediately of any changes in THE AGENT organisation or methods of doing business, which might affect the performance of THE AGENTs obligations under this Agreement, including negotiating / dealing or being in talks with a provider of similar services.

6.9 Comply with all applicable laws best practice and regulations concerning the marketing and sale of the Services.

6.10 Maintain appropriate full proper and up to date records relating to the operation of this Agreement, which shall be made available to The Trust MLM upon receipt of 48 hours written notice.

6.11 Not refer directly or indirectly to The Trust MLM or The Trust MLM ’s Authorised Distributor's Services inits marketing literature in its dealings with the Press or in trade literature or elsewhere except in terms previouslyapproved by The Trust MLM either in writing or verbally which shall immediately be confirmed in writing.

6.12 In all its marketing and publicity material and in dealings with third parties THE AGENT shall make it clear that it is an Approved Agent of The Trust MLM and not otherwise connected to or associated with The Trust MLM , AND ITS Authorised Distributors and any of its subsidiaries.

6.13 Not remove tamper with or obliterate any The Trust MLM or The Trust MLM ’s Authorised Distributor's trade mark service mark or trade name or logo from the Services or their packaging or labeling.

6.14 THE AGENT shall have the right to appoint agents on this campaign without the express approval of The Trust MLM . 6.15 In case of telesales THE AGENT must maintain the following performance criteria at all times: 6.15.1 The calling hours to be between 9AM to 8PM, weekdays only. 6.15.2 No calls must be made on religious holidays.6.15.3 The cancellation + reject rate must not exceed 20%. 6.15.4 The upheld complaints must not exceed 2% of all sales.

6.16 In case of a breach of any of the sub clauses of clause 6.15 over 2 consecutive weeks, The Trust MLM reserves the right to terminate the agreement without notice.

6.17 THE AGENT shall 6.17.1 After recite of an invoice the Agent agent must pay The Trust MLM and/or The Trust MLM ’s AuthorisedDistributors within (7) Seven days6.17.2 After delivery of product the Agent agent must pay The Trust MLM and/or The Trust MLM ’s AuthorisedDistributors within (7) Seven days

7. Corporate Identity (a) The Trust MLM grants to THE AGENT on the terms set out in this Agreement a non exclusive licence to use such trade names trade marks or service marks as may be required by The Trust MLM and/or The Trust MLM ’s Authorised Distributors for the purposes of distributing the Services under this agreement such non-exclusive licence to be coterminous with this Agreement. (b) THE AGENT shall use such trade names trade marks or service marks as may be required by The Trust MLM or The Trust MLM ’s Authorised Distributors for the purposes of distributing the Services under this agreement in the form stipulated by The Trust MLM and shall observe The Trust MLM ’s reasonable directions regarding the use of such trade names trade marks or service marks in all literature publicity material sales aid promotions campaigns and the like for which THE AGENT shall submit details to The Trust MLM for prior approval which approval shall not be unreasonably withheld or delayed. (c) If THE AGENT wishes to use its own trade names trade marks or service marks for the purposes of distributing the Services it shall ensure that any such trade name trade mark or service mark is kept entirely separate from The Trust MLM AND ITS Authorised Distributors trade names trade mark or service marks and no composite mark shall be permitted. (d) THE AGENT undertakes that it will not use any trade names trademarks or service marks of The Trust MLM AND ITS Authorised Distributors other than those trade names trademarks and service marks which The Trust MLM may require THE AGENT to use. (e) THE AGENT recognises the proprietary rights of The Trust MLM AND ITS Authorised Distributors in its trade names trade marks domain names or service marks and undertakes not to do any act either alone or jointlywith others which may jeopardise or in any way infringe The Trust MLM s or The Trust MLM ’s Authorised Distributor's title to its trade names trade marks or service marks or which might invalidate or contravene any registration of such marks. (f) THE AGENT shall give The Trust MLM written notice promptly should THE AGENT become aware of any use or proposed use by any other person firm or company of a trade name trade mark or service mark or other promotional advertising which might infringe The Trust MLM or The Trust MLM ’s Authorised Distributor's trade names trade marks or service marks. (g) The Trust MLM shall be entitled to take whatever steps it considers necessary in the case of an infringement or alleged infringement and THE AGENT will assist The Trust MLM to the extent that The Trust MLM may reasonably require (but at the cost of The Trust MLM ) to protect The Trust MLM AND ITS Authorised Distributors rights and to contest any infringement. (h) Upon termination of this Agreement for any reason whatsoever THE AGENT shall immediately cease to make use of The Trust MLM and/or The Trust MLM ’s Authorised Distributor's trade names trade marks or service marks and shall do and execute all such acts deeds and things that The Trust MLM shall require for the purpose of cancellation of the non-exclusive licence granted under this agreement. (i) THE AGENT acknowledges that its use of The Trust MLM 's or The Trust MLM ’s Authorised Distributor's

trade names trade marks or service marks has not created for itself any rights in such marks and if any such rights have been created THE AGENT undertakes to assign such rights to The Trust MLM at the request of The Trust MLM .

8. Commission payment 8.1.1 In the event that The Trust MLM overpays Commission to THE AGENT The Trust MLM shall be entitled to withhold part or the whole of any future payments of Commission, which may become due to THE AGENT in lieu of such overpayment at its discretion.

9. Non Solicitation 9.1.1 THE AGENT undertakes to The Trust MLM that (except with the prior written consent of The Trust MLM ) both during the continuance of this Agreement and for the period of 12 months after the lawful termination of this agreement it will not directly or indirectly whether by itself its employees or agents or otherwise howsoever and whether on its own behalf or for any other person firm company or business solicit approach entice or endeavour to entice away or offer any services to any customer of The Trust MLM or The Trust MLM ’s Authorised Distributors who during the period of two years preceding has been a supplier or customer of The Trust MLM ’s Authorised Distributors or and which the THE AGENT either introduced to TheTrust MLM or with which the THE AGENT had direct dealings within such two year period in the performance of its duties under this Agreement

9.1.2 Directly or indirectly solicit approach or entice or endeavour to entice away from The Trust MLM any employee or client or associates of The Trust MLM within such two year period in the performance of its duties under this Agreement.

9.1.3 Directly or indirectly solicit approach or entice or endeavour to entice away from The Trust MLM any consultant Authorised dealer and/or agent of The Trust MLM .

9.1.4 The parties consider the restrictions in clause 9.1.1 to 9.1.3 to be reasonable but if a Court of competent jurisdiction finds any of them to be unenforceable the parties agree to accept any modifications to the extent or duration of the restriction concerned which the Court sees fit to impose or if it does not see fit which is reasonably necessary to render the restriction enforceable.

9.1.5 Each of the restrictions in this clause are agreed to be a separate obligation and shall be severally enforceable as such. In the event of any restriction being determined as being unenforceable in whole or in part for any reason such unenforceability shall not affect the enforceability of the remaining restrictions or in the case of part of a restriction being unenforceable the remainder of that restriction.

10. Liability and Indemnity (Exclusion) 10.1 Subject always to sub-clauses 10.2 and 10.3 below THE AGENT acknowledges that The Trust MLM excludes all responsibility and liability with respect to any deficiency in the Services supplied to THE AGENT and further The Trust MLM shall not in any circumstances be liable to THE AGENT whether in contract tort orotherwise including any liability for negligence for any indirect loss consequential or indirect loss or damage

howsoever arising and of whatsoever nature including (without limitation) loss of profit loss of contracts loss of operation time loss of any equipment or process or any other form of loss whatsoever (whether or not similar to some or any of the foregoing) suffered or incurred directly or indirectly by THE AGENT in respect of the Services.

10.2 Without prejudice to Clause 10.3 below nothing in sub-clause 10.1 shall limit or restrict or be deemed or construed to limit or restrict the liability of The Trust MLM for death or personal injury to any person caused byits negligence.

10.3 THE AGENT shall indemnify The Trust MLM and its Authorised Distributors (and keep indemnified not withstanding the termination of this Agreement) and otherwise hold The Trust MLM harmless against all claims and proceedings brought by any third party arising from or incidental to any default by any agent of the terms ofits agency agreement executed under the provisions of this agreement.

11. Privacy and Confidentiality 11.1 THE AGENT shall not use, divulge or communicate to any person (other than those whose province it is toknow the same or with proper authority) any of the trade secrets or other confidential information of The Trust MLM including in particular lists or details of suppliers of or customers of services on behalf of The Trust MLM (both current and those who were suppliers or customers during the previous 2 years) which it may have received or obtained whilst in the service of The Trust MLM .

11.2 THE AGENT undertakes to The Trust MLM that it will not at any time after the termination of this agreement use, publish or otherwise disclose to any person any such confidential information of The Trust MLMor The Trust MLM ’s Authorised Distributors.

11.3 The restrictions set out in 11.1 and 11.2 above shall not apply to information or knowledge which becomes available to the public generally otherwise than by THE AGENTs default and is required to be disclosedby the party at the request of or at the express direction of any Government or judicial authority.

11.4 THE AGENT will deliver up to The Trust MLM on request from time to time during the course of this agreement and on the termination of this agreement all notes, documents (including copies) made by THE AGENT relating to the provision of these services to The Trust MLM pursuant to this agreement and all other material containing confidential information of The Trust MLM and all documents notes specifications and any other property belonging to or relating to the business of The Trust MLM or its Authorised Distributors or suppliers and all copies of any such documents.

12. Communication 12.1 Any notice or other communication sent by post may be served by sending it by pre paid registered or recorded delivery post to the address given in this contract, or emailed to, [email protected]

Any such notice or communication sent by pre paid registered or recorded delivery post shall be deemed to have been served upon receipt thereof. Any notice sent by electronic transmission shall be deemed to have been delivered on the same day of its dispatch to the correct address:

The Principle address: 35 Cassell House, Stockwell Gardens Estate, London, SW9 9AY United KingdomEmail: [email protected]

13. Entire Agreement 13.1 The Sales Information Policies and Procedures are incorporated by reference in this Agreement as though set out in their entirety in this agreement.

13.2 Save as set out in clause 14.1 this Agreement represents the entire understanding between the parties in relation to the subject matter of this agreement and supersedes all other agreements. And representations made by either party whether oral or written save that neither party excludes or seeks to exclude liability for fraud to the other by reference to clause 11.2.

13.3 This Agreement shall prevail over any inconsistent terms or conditions referred to in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished.

14. Third Party Rights 14.1 A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

15. Waiver 15.1 The failure on the part of either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right or of any other right on any later occasion.

16. Force Majeure 16.1 If either party is affected by Force Majeure then the affected party shall forthwith notify the other of the nature and extent of it.

16.2 Neither party shall be deemed to be in breach of this Agreement or otherwise be liable to the other by reason of any delay in performance or non performance, of any obligations under this Agreement to the extent that such delay or non performance is due to any Force Majeure of which it has notified the other party and the time for performance of that obligation shall be extended accordingly.

16.3 If the Force Majeure lasts for a continuous period in excess of six months both parties shall enter into bona fide discussions with a view to alleviating its effects or to agreeing alternative arrangements which may be fair and reasonable.

17. Proper Law 17.1 This Agreement shall be governed by and construed in accordance with the laws of England, and each party agrees to submit to the exclusive jurisdiction of the English Courts.

17.2 In this Agreement the singular shall include the plural and vice versa and headings are inserted for ease of reference only and shall not affect the interpretation of the clause to which they relate.

18. Assignment 18.1 The Trust MLM shall have the right to assign or otherwise delegate all or any of its rights and obligations under this agreement to any Associated Company

18.2 THE AGENT shall not assign, delegate or otherwise deal with all or any of its rights and obligations under this Agreement without prior written consent of The Trust MLM or the say of The Trust MLM ’s Authorised Distributors.

19. Amendments This Agreement shall only be amended by instrument in writing signed by the duly Authorised officer of each party to it except that the Sales Information the Specifications and/or the Procedures may be amended unilaterally by The Trust MLM by delivery from time to time in writing of such amended Sales Information Specifications and / or Policies and Procedures by The Trust MLM to THE AGENT.

20. Miscellaneous 20.1 THE AGENT will be responsible for their employees and ensure they abide by this agreement.

20.2 This Agreement shall from the effective date operate in substitution for any agreement previously in force whether written or oral between The Trust MLM and THE AGENT.

20.3 The expiration or determination of this Agreement shall not affect such of its provisions hereof as are expressed to operate, or have effect thereafter and shall be without prejudice to any right of action already accrued to either party in respect of any breach of this Agreement by any other party.

20.4 The say of The Trust MLM ’s Authorised Distributors in matters of acceptance of customers, termination of this agreement and execution of this contract shall be final and binding and will supercede all understandings, agreements( including this one) etc between The Trust MLM and THE AGENT pertaining to this project.

21. Entire Agreement 21.1 The various provisions of this Agreement are severable and if any provisions hereof are held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability shall not affect the remaining provisions of this Agreement.

22. Confirmation and signatures In witness whereof, the hands of the parties of their duly Authorised representatives.

By clicking on the privacy confirmation you agree to the entirety of this contract and its associated legal document.

Appendix 1Commissions

Commissions will be paid on all sales that are approved and paid for by The Trust MLM 's Authorised Distributors

I. For each such sale that has been quality approved and wherein the appropriate amount has been taken from the customer as cleared funds, the commission payable shall be as set out in our compensation plan model