Park Row Marketing Referral Partner Terms

This Agreement ("Agreement") is made and effective on the date of referral by and between the referring partner (“Sales Rep") and Park Row Marketing as the ("Company"). In consideration of the mutual promises contained herein, the parties agree as follows.

1. Definitions

As used herein, the following terms shall have the meanings set forth below: 

"Products" shall mean the following of Company's products to be sold by Sales Rep, as outlined in Schedule 1

"Territory" shall mean the following described geographic area and/or specific accounts: The Territory shall be “Anywhere in The World” 

“Client” is shall mean the business that Company instructs Sales Rep to solicit orders for their Products on their behalf within the Territory. White Label Telemarketing Partner Sign Up

2. Appointment

Company hereby appoints Sub Contractor ie; Sales Rep, as its sales rep in the Territory, and Rep hereby accepts such appointment. Rep's sole authority shall be to solicit orders for the Products in the Territory on behalf of the Client in accordance with the terms of this Agreement. 

Rep shall not have the authority to make any commitments whatsoever on behalf of Company or Client, and be fully responsible for keeping his or her customers duly informed of this limit on Rep’s authority to make agreements on behalf of the Company or Client with the customer. 

3. Selling Prices

Company shall fix the selling prices of the Client’s Products and Sales Rep may only sell the products at the selling prices fixed by the Company.

4. General Duties 

Sub Contractor ie; Sales Rep shall use its best efforts to promote the Products and maximize the sale of the Client’s Products in the Territory. Rep shall also provide reasonable assistance to Company in promotional activities in the Territory such as trade shows, product presentations, sales calls and other activities of Company with respect to the Products. 

Rep shall also provide reasonable "after sale" support to Product purchasers and generally perform such sales related activities as are reasonable to promote the Products and the goodwill of Company in the Territory, in the line of business Company is in. 

Rep shall report weekly to Company concerning sales of the Products and competitive promotional pricing activities by email. Rep will devote adequate time and effort to perform its obligations. 

Sales Rep shall advertise the Products of the Client within the Territory, solicit sales from purchasers located in the Territory at it’s own discretion, however maintaining full integrity and honesty in representing the Products of the Client. White Label Telemarketing Partner Sign Up

5. Reserved Rights

Sub Contractor’s ie; Sales Rep's may solicit orders from all potential wholesale and retail customers in the Territory including original equipment manufacturers, distributors, resellers, dealers, value-added resellers, telemarketing companies and retail distribution chains, unless agreed otherwise else in this agreement. 

6. Conflict of Interest 

(i)Sub Contractor ie Sales Rep warrants to Company that it does not currently represent or promote any lines or products that compete with the Products of the Client. During the term of this Agreement, Rep shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in Company's judgment, compete with the Products of the Client covered by this Agreement. 

(ii)Rep shall provide Company with a list of the companies and products that it currently represents and shall notify Company in writing of any new companies and products at such time as its promotion of those new companies and products commence. 

(iii)Rep hereby agrees that following the commencement of this Agreement and not less than 26 weeks following the date of termination of this Agreement as outlined in Section 12 of this Agreement, that Sales Rep shall not enter into an agreement with Company’s Client, which is distinct and independent of this Agreement, which forms a contract between Client and Sales Rep to promote and sell Client’s Products on Client’s behalf.

7. Independent Contractor

Sale Rep is an independent contractor, and nothing contained in this Agreement shall be  construed to (i) give either party the power to direct and control the day-to-day activities  of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise,  or (iii) allow Rep to create or assume any obligation on behalf of Company or Client for any  purpose whatsoever. Sales Rep is (NOT) an employee of Company or Client and is not entitled to any employee benefits. 

Sales Rep shall be responsible for paying ( ALL) income taxes and other taxes charged to Sales Rep on amounts earned hereunder. All financial and other obligations associated with Rep's business are the sole responsibility of Sales Rep. White Label Telemarketing Partner Sign Up.

8. Indemnification by Rep

Sales Rep shall indemnify and hold Company free and harmless from (ANY) and (ALL) claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of; Sub Contractor ie; Sales Rep as well as its employees, assignee’s or its agents. 

Sub Contractor ie: Sales Rep, is responsible for (ALL actions by (ALL) enlisted in their service. 

9. Indemnification by Company

Company shall indemnify and hold Rep free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by Company or failure of Company to provide any products to a customer that has properly ordered through Rep. 

10. Commission

Sole Compensation. Sales Rep's sole compensation under the terms of this Agreement shall be a commission computed and paid to Sales Rep as outlined in Schedule 2

Basis of Commission. The Commission is payable on customer contracts that are entered into as a result of an order solicited by the Sales Rep from the Territory that have been accepted by Client and for which payment from Client to Company has occurred. 

No commissions shall be paid on orders where the customer contract was not entered into as a result of an order solicited by the Sales Rep

Time of Payment. The commission on a given order, outlined in Schedule 2, shall be due and payable when on a monthly basis and computer by Profit Margin on (ALL) sales then paid by Company and deposited in Sales Rep’s Bank Account provided to Company . White Label Telemarketing Partner Sign Up

Commission Charge-Back: Client has the absolute right to set forth cash discounts, to make such allowances and adjustments to accept such returns from its customers, and to write off as bad debts such overdue customer accounts as it deems advisable. 

In each such case Company shall charge back to Rep's account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, return or bad debts. 

However, Company agrees that the amount of any cash discount provided to a customer and charged back to Sales Rep shall not exceed of the sales price. 

Sales Rep upon receipt of customer payments and for the percentage agreed upon eliminates most of these areas for dispute, which the parties acknowledge 

Annual Inspection of Records- White Label Telemarketing Partner Sign Up

Sales Rep shall have the right, at its own expense and not more than once per year, to inspect at reasonable times Company's relevant accounting records to verify the accuracy of commissions paid by Company under the terms of this Agreement. 

If the audit correctly reveals that Company has underpaid Rep by ten percent (10%) or more, then Company shall reimburse Rep for the cost of the audit, in addition to the amount of underpayment. White Label Telemarketing Partner Sign Up

Unless otherwise stipulated, this date shall be January 31 of each year. In no event shall an audit be permitted for more than the past 12 months. 

Therefore, any amounts possibly due prior to this year and one day, are not subject to review for any reason including fraudulent misrepresentation or any other such claim Rep might make. 

11. Sale of the Products

Prices and Terms of Sale. Company shall provide; Sales Rep with copies of its current price lists, delivery schedules, and standard terms and conditions of sale, as established from time to time. 

Rep shall quote to customers only those authorized prices, delivery schedules, and terms and conditions, and modify, add to or discontinue Products following written notice to Sales Rep. 

Each order shall be controlled by the prices, delivery schedules, and terms and conditions in effect at the time the order is accepted, and all quotations by Reps shall contain a statement to that effect. 

Quotations. Sales Reps shall promptly furnish to Company copies of all quotations submitted to customers. Each quotation shall accurately reflect the terms of this Agreement. 

Orders. All orders for the Products shall be in writing, and the originals shall be submitted to Company and Client. All orders shall be sent directly from the customer to the Client not to the for forwarding to the Company. 

Acceptance. All orders obtained by Sales Rep shall be subject to final acceptance by Client. Client specifically reserves the right to reject any order or any part thereof for any reason. 

Credit Approval. Company shall have the sole right of credit approval or credit refusal for customers in all cases, with or without cause. 

Collection. Full responsibility for collection of payment from customers rests with Sales Rep as well as Company and Client. Sales Rep shall at Company's request assist in such collection efforts. 

12. Term and Termination

A. Term This Agreement shall commence on; as day signed into service of Sales Rep and thereafter, unless terminated earlier as provided herein. 

This Agreement shall continue until terminated upon at least 30 Days written notice by either party. This Agreement shall continue until one party or the other terminates the Agreement with 30 Days by written notice. White Label Telemarketing Partner Sign Up

B. Return of Materials. All of Company's and Client’s trademarks, trade names, patents, copyrights, designs, drawings, formulas or other data, photographs, demonstrators, literature, and sales aids of every kind shall remain the property of Company or Client. 

Within 10 days after the termination of this Agreement, Rep shall return all such items to Company or Client Sales Rep's expense. 

Sales Rep shall not make or retain any copies of any confidential items or information that may have been entrusted to it. 

Effective upon the termination of this Agreement, Sales Rep’s shall cease to use (ANY) and (ALL) all trademarks, marks and trade name of Company or Client. 

13. Limitation of Liability

Upon termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of Company or Sales Rep’s. Company's sole liability under the terms of this Agreement shall be for any unpaid commissions. 

This section can only be superseded in respect of Section 6 (iii), Conflict of Interest, only if Section 6 (iii) is relevant to Company’s loss of prospective profits or anticipated sales

14. Confidentiality 

Sales Rep acknowledges that by reason of its relationship to Company and Client hereunder it will have access to certain information and materials concerning Company's or Client’s business plans, customers, technology, and products that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. 

Sub Contractors and Sales Rep agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Company. White Label Telemarketing Partner Sign Up

Furthermore; shall not publish, copy, remake counterfeit (ANY) or (ALL) Technical Systems descriptions of the Products beyond the description published by Company. 

In the event of termination of this Agreement, there shall be no use or disclosure by Sales Rep’s of; (ANY) and (ALL) Confidential Information of Company, shall not manufacture or have manufactured; (ANY) devices, components or assemblies utilizing Company's patents, inventions, copyrights, know-how or trade secrets. 

Any notices required or permitted by this Agreement shall be deemed given if sent by email to:

Park Row Marketing: outreach@parkrowmarketing.co.uk

Sales Rep: Your Email Provided on the portal app.parkrow.agency

15. No Waiver

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled. 

16. Entirety of Agreement

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. White Label Telemarketing Partner Sign Up

There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties. 

17. Governing Law

This Agreement shall be construed and enforced according to the laws of England

18. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement. 

19. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 

SCHEDULE 1 – THE SERVICES

The Products that Sales Rep shall promote and sell for Company on behalf of Client shall comprise the following: 

(a) LinkedIn Marketing Packages

(b) Telemarketing Packages

(c) Web chat Packages

(d) Any other services Park Row Marketing may offer

SCHEDULE 2 - COMMISSIONS 

Part 1  Commission 

Commission is payable to the Sales Rep by Company on Customer Contracts that are entered into as a result of an order solicited by the Sales Rep at the following rates: 

Company shall pay Sales Rep a Commission equal to 10% of the net amount billed by Client to customers for the Product. We will automatically process payment of commissions on the 15th of each month, all you need to do is provide relevant Bank Details 

• You'll receive a statement confirming the sale and payment for your records

• We pay on converted sales only

• The 10% is payable on a monthly basis, after we've received payment from the client

• We pay the 10% commission on the excluding VAT price for the first 6 months, following the sale date

• We will not pay commission on subsequent months, following a customer cancellation

For the avoidance of doubt all calculations required in order to ascertain the commission payable under this Part 1 shall be performed by Company