BETWEEN:
(1) The Company details of which are set out in Schedule 1 (“the Company”).
(2) The supplier of direct marketing services details of which are set out in Schedule 1 (“the Brand Ambassador”).
BACKGROUND:
A. The Company is contracted to provide marketing services via face to face and outbound telephone calls for various Clients.
B. This Agreement sets out general terms upon which the Brand Ambassador may provide Campaign Services to the Company, which shall be supplemented by specific Campaign terms.
C. The nature of Campaign Services requires the Company to ensure certain requirements are satisfied over the Brand Ambassador as provided by this Agreement, to preserve the goodwill of the Client and the Company.
TERMS:
1. Interpretation
The interpretation provisions in Schedule 2 apply.
2. Appointment of Brand Ambassador
2.1 (Appointment): The Brand Ambassador has passed a Vetting Procedure and is thereby accepted onto the Company’s list of Brand Ambassadors with a view to the Brand Ambassador providing Campaign Services in relation to specific Campaigns on the terms of Campaign Agreements specifying the relevant Client, Campaign Services, Campaign Period and Territory.
2.2 (Brand Ambassador for the Company): The Brand Ambassador when engaged on a Campaign may describe itself as a Brand Ambassador for the Company or as otherwise notified by the Company or the Client (but not as an employee of the Company or the Client). The Brand Ambassador warrants and represents to the Company that he/she is an independent contractor. Nothing contained in this Agreement shall be construed or have effect as constituting any relationship of employer and employee between the Company and the Brand Ambassador.
2.3 (Use of IP Rights): The Brand Ambassador may use (in the authorised manner) exclusively in performing specified Campaign Services, Intellectual Property Rights expressly or by necessary implication included in applicable Campaign Instructions.
3. Brand Ambassador expectations
3.1 The Brand Ambassador, when on Company premises shall:
3.1.1 only engage in activities pursuant to the fulfilment of services under this agreement
3.1.2 not invite external parties onto Helix Marketing premises; and
3.1.3 not conduct any audio or visual recording of activity on the premises, unless authorised by the Director of the Company
3.1.4 ensure any learning or promotional materials made available to use remain on the premises and are not removed without prior consent by the Company
3.2 The Brand Ambassador, when engaged on a Campaign shall:
3.2.1 (professional): act at all times in a lawful, honest, courteous and professional manner;
3.2.2 (Vetting Procedures): comply with any further Vetting Procedure required by the Company or Client;
3.2.3 (legal compliance): comply with relevant Codes of Conduct and all relevant legal requirements;
3.2.4 (Campaign Guidelines): comply with all Campaign Guidelines;
3.2.5 (Provision of information): promptly provide, on request, by the Company, any information relevant to its operation as a Brand Ambassador;
3.2.6 (right to inspect): permit at any reasonable time, persons authorised by the Company or Client, to inspect any Campaign records or Campaign Materials under the control of the Brand Ambassador and to take copies of such records;
3.2.7 (permitted to be self-employed): be permitted to be self-employed and reside in the UK for a minimum of 6 months from the date of each relevant Campaign Agreement; and
3.2.8 (registered as self-employed): be registered as self-employed.
3.3 The Brand Ambassador shall not, in relation to any Campaign, except as expressly authorised in Campaign Instructions:
3.3.1 (no unauthorised statements): make any representation, claim, or commitment or give any warranty, guarantee, or assurance;
3.3.2 (no holding out): hold itself out as being an authorised representative of any Client;
3.3.3 (no unauthorised use of IP Rights): use, or authorise, permit, or suffer the use of any IP Rights; or
3.3.4 (no unauthorised promotions): issue any advertisement, undertake any promotion, offer any incentives or undertake any other activities in connection with any Campaign.
3.4 (No Misleading Statements, alteration of Campaign Materials or Unauthorised Materials): The Brand Ambassador shall not in relation to any Campaign, make any false or misleading statement, criticise any other organisation, service or product, alter any Campaign Materials or use any materials other than Campaign Materials.
3.5 (No disclosure of confidential information): The Brand Ambassador shall not at any time (whether before or after termination of this Agreement) use, or divulge to any unauthorised person, any Confidential Information.
3.6 (Non-compete obligations): The Brand Ambassador shall not:
3.6.1 during any Campaign engage in any marketing/sales activities other than Campaign Services (whether as principal, agent, reseller or through or on behalf of any third party); or
3.6.2 after involvement in any Campaign for a reasonable period and within a reasonable territory, each prescribed in the relevant Campaign Agreement (whether as principal, agent, reseller, or through or on behalf of any third party) be involved in the provision of directly marketed services which are or may be in competition with services which were the subject of relevant Campaign Services.
3.7 The Brand Ambassador shall have complete autonomy in the way in which he/she provides Campaign Services:
3.7.1 (calls to Customers): The Brand Ambassador shall determine when calls to Customers are to be made (subject to DTI guidelines);
3.7.2 (call targets): The Brand Ambassador shall determine how many calls (if any) he/she will make in the course of a Campaign within the hours they independently choose to trade each day and how many applications (if any) are to be obtained;
3.7.3 (routes): For face to face activity, the Brand Ambassador shall determine the route to be taken to and within the designated Territory;
3.7.4 (breaks): The Brand Ambassador shall determine how and when rest periods, during the course of a Campaign, within the hours they independently choose to trade each day are to be taken;
3.7.5 (holidays): The Brand Ambassador shall determine when holidays are to be taken and for how long. There is no requirement for the Brand Ambassador to obtain permission or consent from the Company in order to do so.
3.7.6 (strategy deployed): The Brand Ambassador shall be involved in helping to determine sales strategy, or the pitch to be adopted, when engaged on a Campaign; and
3.7.7 (hours operated): The Brand Ambassador shall determine what hours (if any) are operated during the course of a Campaign trading Day.
4. Campaign service expectations
4.1 (Issue of Campaign Materials): The Company shall issue Campaign Materials to the Brand Ambassador at the beginning of each Campaign trading Day or when appropriate. The Brand Ambassador is responsible for providing and paying for all ancillary materials required by the Brand Ambassador in carrying out the duties.
4.2 (Promotional Materials): Any promotional materials, logins for client portals or telephone dialler systems, blank application forms and ID badges shall be provided by the relevant Client and not the Company. Replacement badges will incur a fee (specified in a Campaign Agreement). The provision and upkeep of any equipment the Brand Ambassador may deem necessary for the purpose of providing Campaign Services to the Company, shall be the sole responsibility of the Brand Ambassador.
4.3 (Return of Campaign Materials): The Brand Ambassador shall return all issued application forms (including all completed, partly completed, damaged and blank application forms), promotional materials, and any other item of property of the Company or the Client, to the Company at the end of each Campaign trading Day.
4.4 (Requirement to report complaints): The Brand Ambassador shall immediately report to the Company every instance of a complaint or potential complaint by a Customer and any other indication of dissatisfaction in relation to its performance of Campaign Services.
4.5 (Right to terminate or to a temporary cessation): If a Client or the Company requires or requests the temporary cessation or termination of the Brand Ambassador’s appointment, or the Company otherwise considers the Brand Ambassador unfit or unsuited to the provision of, or the further provision of, Campaign Services, the Company may immediately remove, the Brand Ambassador (whether on a temporary basis or otherwise) from the relevant Campaign, and as a condition of the continuation of this Agreement may require the Brand Ambassador to undergo skill share sessions in relation to the provision of Campaign Services.
5. Company responsibilities
5.1 (Provision of Campaign Materials): Subject to the specific Campaign, and as agreed from time to time the Company may provide Campaign product awareness, Campaign Materials and support to enable the Brand Ambassador to undertake relevant Campaign Services.
5.2 (Processing of Customer Forms): The Company shall use its reasonable endeavours to ensure that Customer Forms are duly processed and to notify the Brand Ambassador of rejected Customer Forms.
6. Product Awareness
6.1 (Provision of skill sharing support): Subject to the specific Campaign, and as agreed from time to time the Company may provide to the Brand Ambassador skill sharing, other information and assistance (taking into account any specific Client requirements) at such price (if any) as agreed from time to time.
6.2 (Nature of brand awareness): The Brand Ambassador shall not receive any training from the Company specific to the Brand Ambassador 's role under this Agreement. Any brand awareness, information or assistance which the Company may, from time to time, provide to the Brand Ambassador shall be in accordance with the relevant Client’s specific requirements.
6.3 (Skill Base Support): The Brand Ambassador shall use his/her best endeavours to ensure that he/she attends any product awareness sessions the Company is to provide, under Clause 6.1.
6.4 (Skill sharing fees): The Brand Ambassador may, in the discretion of the Company, be paid an agreed fee (subject to negotiation between the Company and the Brand Ambassador) during a Product Awareness training period for certain clients.
6.5 (Costs incurred): Any costs incurred by the Company in providing to the Brand Ambassador pursuant to Clause 6,4 may be off set against any fees that the Brand Ambassador may subsequently earn whilst working on a Campaign.
7. Fees
7.1 (Fees on accepted Customer Forms): The Brand Ambassador shall be entitled to a fee, as specified in the relevant Campaign Agreement, payable by the Company in respect of each Customer Form submitted by the Brand Ambassador which is not rejected.
7.2 (Right to vary Fees): Fees payable to the Brand Ambassador under Clause 7.1 may be varied at any time by the Company upon notice to the Brand Ambassador.
8. Customer Form processing and Fees settlement procedures
8.1 (Daily submission of Customer Forms): The Brand Ambassador shall submit to the Company, all Customer Forms successfully solicited during any Campaign trading Day by the end of the same Campaign trading Day.
8.2 (Processing of Customer Forms): The Company shall process all Customer Forms as required.
8.3 (Payment of Customer Form Fees): The Company shall on each Fee Payment Day pay the Brand Ambassador the applicable Fees for each Customer Form submitted (as applicable) during the previous Week Ending Period.
9. Recovery of Fees paid
9.1 (Rejected Customer Forms): The Company may demand repayment where, in the opinion of the Company, the Brand Ambassador has wilfully obtained a completed Customer Form by duplicitous methods that are in contradiction of the Code of Conduct. The Company shall be entitled to repayment of all Fees paid to the Brand Ambassador for these Rejected Customer Forms which the Company, may, in its discretion, secure by any of the following methods:
9.1.1 in the normal course under Clause 8.3;
9.1.2 deducting repayment from any further payment due to the Brand Ambassador from the Company;
9.1.3 demanding repayment where due Fees does not insufficiently cover reject values, which the Brand Ambassador will then be obliged to effect within seven working days.
10. Bank Details
10.1 All Payments due will be paid to the bank details supplied by the BA to the Company and any changes must be notified, by e-mail 5 days before payment are due. The Company cannot be held responsible for payment made to an incorrect or out of date bank supplied by the BA.
10.2 (Responsibility to notify of Bank Details): It is the Brand Ambassador’s responsibility to contact the Company if the nominated bank account details submitted to the Company changes. If a payment made to the Brand Ambassador is returned by the banking institution, the Company shall cease to owe the relevant sum to the Brand Ambassador unless the Brand Ambassador gives renewed instruction in relation to a replacement bank account within six months of the end of this Agreement.
11. Brand Ambassadors indemnities
The Brand Ambassador shall indemnify, keep indemnified and hold harmless the Company and Clients against any and all damages, losses, costs, expenses and other liabilities arising as a result of any breach of this Agreement by, or any other act or omission of the Brand Ambassador.
12. Termination
12.1 (Immediate termination): This Agreement (incorporating every Campaign Agreement), may be terminated by the Company or the Brand Ambassador immediately on written or verbal notice to the other including (without limitation) as regards the Company if:
12.1.1 the Brand Ambassador commits any fundamental breach of this Agreement, or any Campaign Agreement;
12.1.2 the Brand Ambassador commits any breach of this Agreement, or any Campaign Agreement and fails to remedy the breach within a reasonable prescribed period;
12.1.3 the Company or the Brand Ambassador commits or suffers any Insolvency Event;
12.1.4 there is any change, or prospective change, in the law relating to direct marketing;
12.1.5 as a result of any reported acts or omission of the Brand Ambassador any serious complaint is, or more than one complaint is received from, any Customer or Customers;
12.1.6 the Brand Ambassador commits any material breach of a Code; or Code of Conduct
12.1.7 the Brand Ambassador chooses not to provide Campaign Services in accordance with this Agreement for a continuous period of 10 days without notifying the Company the Company reserves the right to assume the Brand Ambassador wishes to terminate this Agreement on the last Campaign Day he operated.
12.2 (Immediate termination of Campaign Agreement): Any Campaign Agreement may be terminated by the Company, or the Brand Ambassador, forthwith on written or verbal notice to the other including:
12.2.1 for any of the reasons listed in Clause 12.1;
12.2.2 if there is any change, or prospective change, in the law relating to the relevant Campaign Services; or
13. Temporary Cessation
13.1.1 (Cessation by the Company): The Company is under no obligation to engage the Brand Ambassador for the purposes of carrying out any Campaign Services, and may at any time in its absolute discretion, by written or verbal notice to the Brand Ambassador , temporarily or otherwise cease to engage the Brand Ambassador for the purposes of carrying out any Campaign Services.
13.1.2 (Cessation by the Brand Ambassador ): The Brand Ambassador is under no obligation to accept any request, made by the Company, for the carrying out of Campaign Services, and may at any time in his/her absolute discretion, by written or verbal notice to the Company, temporarily or otherwise cease to provide the carrying out of any Campaign Services.
14. Consequences of Temporary Cessation or Termination
14.1 Upon temporary cessation or termination of the Agreement the Brand Ambassador shall immediately:
14.1.1 (cease activities): cease all activities under this Agreement and cease all identification of itself as a Brand Ambassador of the Company or Client;
14.1.2 (pay outstanding amounts): pay any outstanding amounts due from it to the Company;
14.1.3 (return materials): return to the Company all Campaign Materials and other materials and or in any medium containing or relating to any Confidential Information or IP Rights, in its control; and
14.1.4 (return data): deliver to the Company any data, documents or information in relation to Customers compiled or created in any medium by the Brand Ambassador.
14.1.5 (Equipment): Deliver to the company any equipment that has been hired (iPad) see schedule 4. or provided free of charge (e.g. tabards)
14.2 (Breaches taken seriously): For the avoidance of doubt, the Company will treat any breach of this Agreement by the Brand Ambassador with an impact on Customers as a serious matter and any such breach which constitutes or may constitute criminal behaviour will be referred to the police.
14.3 (No fee for Customer Forms submitted after termination): The Brand Ambassador shall not be entitled to payment of any new Customer Forms submitted after the terminated date, they will not be processed and no payment will be made paid as they will be deemed invalid.
14.4 (Right to continue processing): The Company shall be entitled to continue the processing of Customer Forms.
14.5 (Consequences of termination of Campaign Agreement): Upon temporary cessation or termination of any Campaign Agreement:
14.5.1 The Brand Ambassador shall immediately cease all activities under that Campaign Agreement and cease all identification of it as a Brand Ambassador of the Company (or the Client).
14.5.2 Clause 14, except Clauses 14.1.2, to 14.1.4 shall apply in relation to the Campaign Agreement.
15. Incorporated Brand Ambassador
If the Brand Ambassador has established his/her own company and signs this Agreement in the name of the company, the Brand Ambassador agrees that the (primary/managing) director of that Company will also sign this Agreement and agree to be bound by the terms of this Agreement (and permit such terms to be enforced against him/her) as if he/she had personally entered into this Agreement.
16. Assignment and sub-contracting
Subject to compliance with the vetting, Product Awareness and registration requirements of the relevant Campaign and Client, the Brand Ambassador may at his discretion assign the benefit of or sub-contract its obligations under this Agreement. Where this happens the Brand Ambassador will still be responsible for paying the substitute and the MC shall have no obligation to make payment to the substitute.
17. Amendment
This Agreement and any Campaign Agreement may be amended only by written agreement (subject to the rights of the Company under this Agreement).
18. Interest
Interest shall accrue on a daily basis at the Interest Rate on any outstanding sum payable by the Brand Ambassador to the Company not paid on the due date.
19. Entire Agreement
This Agreement supersedes any previous agreement between the parties in relation to the matters with which it deals, and constitutes the entire agreement between the parties in relation to such matter
20. Governing Law
This Agreement is governed by English and Welsh law.
21. Non-waiver
The failure of the party at any time to insist on performance of any provision of this Agreement is not a waiver of any rights under this Agreement.
22. Third Party Rights
Except under Clause 9, this Agreement does not and is not intended to confer any rights on any third party pursuant to The Contracts (Rights of Third Parties) Act 1999.
23. GDPR
The Company is committed to processing information in accordance with the General Data Protection Regulation (GDPR). The personal data collected on this form will be held securely and will only be used for administrative purposes. Under the Act the Brand Ambassador has the right to request to see a copy of the information hoed about them to request corrections or deletions of the information that is no longer required. The Brand Ambassador can ask the Company to stop using the images at any time, in which case it will not be used in future publications but may continue to appear in publications already in circulation.
24. Minimum Age Requirement
The terms of this engagement require the Brand Ambassador to be aged 18 or over and the Company reserves the right to require evidence that the Brand Ambassadors date of birth
WITNESS the parties have executed this Agreement on the date set out above.
Signed: