1. Public Online retains exclusive ownership of all elements of the service, intellectual property, the users and information concerning the services and users.
2. Public Online reserves the right to terminate or modify the Public Online service, by giving at least 7 days notices on the web (unless urgently required).
3. The Business Partner shall during the continuous of his membership be entitled to market the Public Online service subject to Public Online direction.
4. Public Online shall during the continuous of this Agreement:
(a) Use reasonable efforts to meet the Business Partner's orders promptly, subject to availability and its other rights in this Agreement;
(b) Pay commission payments in accordance with the Public Online Commission Plan as modified from time to time and subject to a minimum commission of being payable to the Business Partner. Commission maybe withheld if in any 3 month period the increase in usage over the previous 3 month period is below.
5. The Business Partner is not and shall not hold himself out as an employee or statutory agent of Public Online but is, and shall at all times act as, the principal of his own independent business.
6. The Business Partner shall operate his business in a lawful and ethical manner and comply with the codes of the Direct Selling Association and any other applicable codes and legislation.
7. The Business Partner hereby acknowledges that he is not under any circumstances neither authorized nor permitted to make representations on behalf of or incur liabilities on behalf of Public Online.
8.(a) The Business Partner shall at all times comply with Public Online policies and procedures as set out in any Conduct Instructions provided by Public Online. The Conduct Instructions can be modified by Public Online in such manner as it reasonably thinks fit on 7 days' notice. The Conduct Instructions form part of this Agreement.
(b) Public Online has the right not to pay commission or bonus of minimum orders, if their frequency or the number of customers introduced falls below any minimum set by the Company from time to time. Public Online may set off any amount due from Public Online to the Business Partner from any amount due from the Business Partner to Public Online.
(c) The Business Partner agrees should any commission remain unclaimed by the Business Partner from Public Online for a period exceeding 21 days (from the date of such commission being due), the Business Partner shall automatically waive his right to claim such commission payments and Public Online shall reserve the right to write-off any such unclaimed commissions.
(d) It shall be the Business Partner's responsibility to keep Public Online informed of any changes to his billing details, in order to enable Public Online to maintain correct records and issue appropriate payments to the Business Partner.
(e) Any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class post or by electronic or facsimile transmission to the contact details of each party and any such notice or other document shall be deemed to have been served (if hand-delivered) at the time of delivery, (if sent by post) upon the expiration of 48 hours after posting and (if sent by electronic or facsimile transmission) upon the expiration of 12 hours after dispatch.
9. The Business Partner shall not make any misleading, false or exaggerated claims about the Public Online business opportunity or Public Online services and shall not describe Public Online's services or make any warranties in relation to them except in terms authorized by Public Online in writing.
11. This Agreement shall remain in force from the date hereof and continue until terminated by either Party on provision of 30 days' prior written notice.
12. The Business Partner shall pay all amounts owing to Public Online within 30 days of the date of invoice.
13. Immediate termination of this Agreement by Public Online shall be permitted where:
(a) The Business Partner engages, whether directly or indirectly in any other business opportunity involving the marketing of telecommunications services or of similar products, discounts and/or services (including pre-paid calling cards) to those provided by Public Online;
(b) The Business Partner signs or purports to sign any contract, agreement or other document whatsoever on behalf of New Call Telecom Limited;
(c) The Business Partner uses any printed material (other than personal stationery) which has not been specifically authorized by Public Online;
(d) The Business Partner promotes any goods, business or service which may in any way conflict with Public Online and has not obtained Public Online prior consent to do so;
(e) The use by Business Partner of media advertising which has not been specifically sanctioned by Public Online.
(f) If the submitted forecast for calls per month is exceeded;
(g) Such other matters, as Public Online, in its reasonable opinion, deems serious enough to warrant immediate termination; and (h) The Business Partner has failed to pay Public Online pursuant to clause 12 above.
(a) Either party has the right to terminate this Agreement forthwith by written notice to the other at the other's address if any of the following events shall occur:
(i) the other party is in breach of any of his or its obligations hereunder; or
(ii) the other becomes bankrupt or insolvent or makes any composition or arrangement with his or its creditors OR a receiver is appointed to any of the assets of the other.
(b) Either the business partner or Public Online may terminate this agreement on giving at least 30 days' prior written notice to the other without cost or penalty to either party.
15. The address of Public Online for the purpose of service of notices and return of goods shall be Public Online Department, #341, Phase 3 New Auto Market Hisar (125001) Harayana.
16. Save as expressly provided by this Agreement Public Online shall not be liable for any debts or liabilities whatsoever incurred by the Business Partner whether or not the same have been incurred during the term of this Agreement.
17. No person under the age of 18 years is eligible to become a Business Partner of Public Online and any Agreement purported to be signed by such person shall be null and void.
18. This Agreement and the Conduct Instructions shall constitute the whole of the contract between Public Online and the Business Partner.
19. It is an express term of this Agreement that the Business Partner shall not be entitled (without the written consent of Public Online ) to make any alteration or amendment whatsoever either to the Agreement or to any official promotional or marketing literature nor shall the Business Partner suffer or permit any other person to make any such alteration or amendment.
20. If any provision of this Agreement shall be found to be invalid or unenforceable, the same shall not affect the validity or enforceability of this Agreement as a whole, which shall in such a case be construed as though the invalid or unenforceable provision had been omitted.
21. This Agreement shall be construed according to English law.
22. Public Online liability to Business Partner in respect of breach of this Agreement and/or negligence shall be limited for any single event or series of events in any period of 12 calendar months whether connected or unconnected. Public Online shall not be liable for any indirect or consequential loss or damage. This clause does not seek to exclude liability for death or personal injury.
23. Number disconnections and related commissions. Public Online reserves the right to claw back and/or disconnect any and all numbers or text message keywords and related commissions that:
(a) Public Online has reasonable grounds to believe are or have been used to commit a fraud;
(b) are subject to the issuance of a notice by BT group that numbers and revenues stated represent traffic profiles consistent with AIT indicators notified by BT to Public Online ;
(c) are requested or ordered to be disconnected by Phone Pay Plus or OFCOM;
(d) are required to be disconnected by law; or
(e) are deemed by Public Online to be inappropriate or offensive.
Public Online has the right to withhold all commissions from any Business Partner that has a number that has been clawed back or disconnected for any of the above reasons.
24. Price band changes
(a) Public Online reserves the right to add or withdraw any destinations from any price band without notice.
(b) If a destination is added to a price band below the current one Public Online will inform all agents/affiliates of the change. The destination will continue to be available in the higher banding. If Business Partner is already reselling the lower price band number, he or she can take action in relation to existing customers and /or ongoing marketing. If the Business Partner does not have the lower price band number, they may apply for it on-line.
(c) If a destination is added to a price band above the current one Public Online will inform all Business Partners of the change. The destination will be removed from the lower banding. If a Business Partner is reselling the lower price band number, he or she must take action in relation to existing customers and /or ongoing marketing. If a Business Partner is already reselling the higher price band number, he or she can take action in relation to existing customers and / or ongoing marketing. If the Business Partner does not have the higher price band number, they may add it to their number range.
25. The Business Partner shall ensure that any person associated with it who is performing services or providing goods in connection with this agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on it in this clause (28 Anti-bribery). The party shall be responsible for the observance and performance by such persons of such terms, and shall be responsible directly liable to Public Online for any breach by such persons of any of the relevant terms.