TERMS AND CONDITIONS THAT NEED TO BE AGREED UPON TO BECOME A  MUSTANG FAX AGENT

INTRODUCTION

Mustang Investment Group Ltd Reg 1526043, duly incorporated in the British Virgin Islands trading as Mustang Fax.

The following rules of conduct and User's policies have been established for The Agen's protection. We encourage you to read and understand them so that you are fully aware, not only of your own obligations, but also for your rights as The Agent. We believe that the Mustang Fax group's products and marketing plan are the best in the industry. Mustang Fax is committed to maintaining integrity of the business, its sales and marketing plan, and its distribution network of independent Agents. Mustang Fax reserves the right in its absolute discretion to waive wholly or partially or to pardon or forgive wholly or partially any breach of any of the rules contained within this agreement.

This agreement pertains to all products and/or services that form part of the rebate structure for the Agents of the Mustang Fax group from time to time, unless stated otherwise by the Mustang Fax group.

 

INTERPRETATION

These terms and conditions refer to the products and/or services as indicated on any official company forms, price lists, quotations, orders or invoices.

Mustang Fax shall be referred to as Fax2Email or The Supplier.

Products and/or services refer to the goods, equipment, products and/or services supplied or rendered by Mustang Fax to The User pursuant to any order placed by The User with Mustang Fax.

The User shall mean the person whose name appears on the application for the service,

The Agent or The Sponsor refers to the primary reseller of products and/or services of the Mustang Fax group.
2.6. Words importing any one gender shall include the other two genders.

Commissionable Value

Leg

Level

Commission

Rebates

 

COMMISSION

The commission payable by MUSTANG FAX to the Agent in terms of this Agreement shall be calculated on the amount which MUSTANG FAX receives from the Service Providers. A portion of this amount is set aside for the Commissionable Value which can change from time to time with seven (7) days notice

Commission payable to the Agent will be according to the compensation plan outlined in Annexure "A".

All payments of commissions due to the Agents for a period are paid out 60 days from the period end or later if payment due from the Network Operator is delayed for any unforeseen reason

A User needs to sign on as an Agent and is eligible for commission from the date of signing

Each Agent must receive at least 5 faxes per month on the Fax number linked to the Agent to qualify for commission

It is not recommended that an Agent signs on more than once unless he requires an additional fax number, in these circumstances each additional Fax Number needs to receive at least 15 faxes per month to qualify for the commission linked to these new numbers

A minimum commission of £5.00’s per month is required. Commission earned less than £5.00 is forfeited

An Agent needs to sign on at least 5 Users before Commission is eligible

The onus is on the Agent to supply the correct banking details to Mustang Fax to effect payment. Any payment that cannot be paid due to administration issues will accumulate and paid out once sorted.

The bank account supplied must comply with the taxation regulations of the Agents domicilium

 

ARBITRATION

Save as otherwise expressly provided in this Agreement, should any dispute arise between any of the parties in regard to

the interpretation of;

the effect of;

the parties' respective rights or obligations under;

a breach of;

the termination of; or

any matter arising out of the termination of this Agreement

that dispute shall be decided by arbitration in the manner set out in this Clause 4.

Any dispute or difference which may arise between MUSTANG FAX and the Agent shall initially be handled by each party's account manager. The parties shall negotiate in good faith to resolve the dispute as promptly as possible.

If no resolution is reached, then:

for disputes relating to £5000 or more or which do not concern breach of confidentiality, such disputes shall be finally resolved by arbitration under the UNCITRAL Rules in force at the date of this Agreement. It is agreed that: (a) the tribunal shall consist of one arbitrator (who is to be a practising barrister); (b) if the parties do not agree upon the arbitrator, the appointing authority shall be the Chartered Institute of Arbitrators in London; (c) the seat of the arbitration shall be London; and (d) the language of the arbitration shall be English; and

for all other disputes, including disputes which concern breach of confidentiality, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Nothing shall preclude either party's right to go to such courts to seek emergency or injunctive relief.

 

LIMITATION OF LIABILITY

Except in respect of death or personal injury caused by MUSTANG FAX's negligence or for fraudulent misrepresentation (in which case liability is not excluded or limited) or as otherwise expressly provided in this Agreement and in any event to the maximum extent permitted by applicable law:

MUSTANG FAX shall not be liable to the Agent for any loss of profits, anticipated savings, wasted expenditure, loss of business opportunities or data (whether direct or indirect) or for any indirect, special or consequential loss of damage, costs, expenses or other claims for compensation whatsoever (whether caused by breach of contract, negligence of MUSTANG FAX, its employees, or agents, or otherwise howsoever) which arise out of or in connection with this Agreement; and

MUSTANG FAX's entire liability under or in connection with this Agreement shall be limited to the total amount payable to the Agent under this Agreement in the twelve (12) month period immediately pre-ceding the claim giving rise to such liability.

To the maximum extent permitted by law, all statutory, implied or tacit, terms and conditions or warranties not set out in this Agreement are excluded by Company.

The provisions of this Clause XXXX shall survive any termination of this Agreement for any reason.

 

FORCE MAJEURE

Should either party be prevented from fulfilling any of its obligations in terms of this Agreement as a result of an event of force majeure, then:

those obligations shall be deemed to have been suspended to the extent that and for so long as that party is so prevented from fulfilling them and the corresponding obligations of the other party shall be suspended to the corresponding extent;

the affected party shall promptly notify the other party in writing of such event of force majeure and such notice shall include an estimation of the approximate period for which the suspension in terms of  Clause 17.1.1 will endure. Such estimate shall not be binding on the affected party; and

the duration of this Agreement as well as each period within which and each date by which any obligation is required to be performed in terms of this Agreement shall be extended or postponed, as the case may be, by the period of suspension in terms of Clause 17.1.1

Should a party partially or completely cease to be prevented from fulfilling its obligations by the event of force majeure, that party shall immediately give written notice to the other of such cessation and the affected party shall, as soon as possible, fulfil its obligations which were previously suspended; provided that in the event and to the extent that fulfilment is no longer possible or the other party has given written notice that it no longer requires such fulfilment, the affected party shall not be obliged to fulfil its suspended obligations and the other party shall not be obliged to fulfil its corresponding obligations.

Should an event of force majeure continue for more than 30 (thirty) days after the date of the notice referred to in Clause 17.1.2, then either party shall be entitled (but not obliged) to terminate this Agreement with immediate effect.

An "event of force majeure" shall mean any event or circumstance whatsoever which is not within the reasonable control of a party including any act of God, strike, theft, fire, explosion, riot, change in law, terrorist actions, insurrection or other civil disorder, war (whether declared or not) or military operations, international restrictions, any requirement of any international authority, any requirement or action of any government or other regulatory or competent local authority, any court order, export control and shortage of transport facilities.

 

WARRANTIES

The Agent gives MUSTANG FAX the warranties in Clause 7.2 on the basis that -

notwithstanding that MUSTANG FAX is or should be aware that any warranty is or may be incorrect, this Agreement is entered into by MUSTANG FAX relying on the warranties, each of which is deemed conclusively to be both a material representation inducing MUSTANG FAX to enter into this Agreement and an essential contractual undertaking by the Agent to ensure that the warranty is true and correct;

each such warranty shall be conclusively deemed to be material;

insofar as any warranty is promissory or relates to a future event, such warranty shall be deemed conclusively to have been given as at the due date for fulfilment of the promise or for the happening of the event, as the case may be; and

each such warranty shall be a separate and independent warranty and shall not be limited by any reference to, or inference from, the terms of any other warranty or by any other provision in this Agreement.

The Agent warrants, represents and undertakes in favour of MUSTANG FAX that:

the entry into this Agreement and/or the performance of its obligations under this Agreement does not, and will not:

contravene any applicable laws; and/or contravene any provision of its memorandum and/or articles of association; and/or contravene, violate, cause a default and/or breach of the terms of, and/or otherwise conflict with any contract, Agreement, indenture, mortgage or other instrument of any kind to which it is a party or by which it may be bound or which is binding upon its assets; (d) all authorisations, consents, approvals, resolutions, licenses, exemptions, filings and registrations which are required, necessary or desirable under all applicable laws to enable it to lawfully enter into, exercise its rights and comply with its obligations under this Agreement have been obtained or effected and are, and will for the duration of this Agreement remain, in full force and effect;

it has disclosed to MUSTANG FAX, in writing, all facts and circumstances which are, or which may reasonably be regarded to be, material to MUSTANG FAX in entering into this Agreement;

this Agreement and/or any material utilised by the Agent in fulfilling its obligations in terms of this Agreement does not and will not contravene or infringe upon any third party rights or conflict with any law;

the marks (symbols, logos) of any materials used by the Agent do not infringe upon the trademark or other rights of third parties;

it owns and is entitled to use any materials supplied to MUSTANG FAX in terms of this Agreement;

it shall not contravene any rules or regulations of an applicable advertising standards body regarding any advertisements produced and/or the advertising material supplied;

it shall not do or fail to do anything which may result in the cancellation or revocation or other breach of any provision of MUSTANG FAX's licence or which may result in MUSTANG FAX being in breach of any applicable law and/or the licence; and

it shall perform all obligations under this Agreement using reasonable care and skill, exercising care and diligence.

The Agent shall defend, indemnify and hold harmless MUSTANG FAX and its officers, directors, shareholders and employees, from and against any and all costs, expenses, claims and liabilities (including reasonable attorneys’ fees) resulting from the actions of or breach by the Agent (or its employees, agents or contractors, including without limitation any Sub-Agents) arising out of, in connection with, this Agreement. This indemnification shall include, but not be limited to, breach of any provision of this Agreement, misrepresentation of MUSTANG FAX's services or prices, the fraudulent, unauthorised or illegal acts of the Agent (or its employees, agents or contractors, including without limitation any Sub-Agents) and unauthorised transfers of customers either to or from MUSTANG FAX's services.

 

CESSION AND ASSIGNMENT

The Agent may cede or sell his Agents network, Mustang Fax needs to be notified in writing 60 day’s before the cession is required to be in effect.

 

RESTRAINT

From the date of this Agreement and for such period as commission accrues under this Agreement, the Agent shall not solicit, divert, convert or interfere, either directly or indirectly, with any customer of MUSTANG FAX in relation to any services provided by MUSTANG FAX which are then the subject of a contract between MUSTANG FAX and such customer, nor shall the Agent take any action directed at any of the foregoing.

In addition, during the term of this Agreement and for 6 (six) months thereafter, the Agent shall not interfere with the relationships which MUSTANG FAX has with its suppliers, manufacturers, distributors, wholesalers, sales agents or other companies with which it conducts business and shall not induce, solicit or hire any employee or sales agent of MUSTANG FAX.

 

TERMINATION OF THIS AGREEMENT

This agreement commences on the date of acceptance by The Agent of these terms and conditions and continues indefinitely unless the Agent terminates the agreement in writing with 30 days notice.

If The Agent is a person and not a legal entity, and the Agent dies, then this agreement shall be deemed to have been terminated by The Agent on the date of The Agent's death and the provisions of clause 8 shall apply mutatis mutandis. Should The Agent breach any material term of this agreement then Mustang Fax shall be entitled, without prejudice to any of its other rights under this agreement and/or in law and by giving written notice, to immediately terminate this agreement or to claim immediate specific performance of all ofThe Agent's obligations whether or not due for performance, in either event without prejudice to Mustang Fax's right to claim damages. With effect from the date of such notice, The Agent shall have no entitlement to any commission of any kind from Mustang Fax

 

NOTICES

Any notice required to be given pursuant to this Agreement shall be in writing, and shall be sent to the other party using the details set out below. Notices may be sent by email or fax.

 

GENERAL         

In the event of either party enforcing any of its rights in terms of this Agreement, the defaulting party shall be liable for the costs incurred by the aggrieved party as on the scale between attorney and own client.  Each party shall bear their own costs incurred in the preparation, negotiation, drafting and implementation of this Agreement.           

This Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings relating to the subject matter of the Agreement.  The parties acknowledge that: (a) they have not entered into the Agreement in reliance of any representations, terms or other assurances not expressly set out in the Agreement; (b) their sole remedies in relation to the Agreement are those for breach of contract; and (c) that this Clause does not apply in respect of any fraudulent representations. 

Except as expressly provided by this Agreement, the terms and conditions of this Agreement may only be amended or modified by a written document signed by both parties.

All terms and conditions of the Agreement which expressly survive this Agreement or which by their nature are intended to survive termination of the Agreement shall so survive. 

If any term, condition, clause or provision of the Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Agreement shall not be affected thereby. 

Failure by MUSTANG FAX to enforce any of its rights under the Agreement will not act as a waiver of that right unless MUSTANG FAX acknowledges the waiver in writing.  No single waiver shall be deemed a continuous waiver.

A person who is not a party to this Agreement shall not have any rights under or in connection with it by virtue of the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

 

This Agreement is governed by the laws of England and Wales.