Gininet Interactive broadcast & online communication solutions

GiniNet Agents programme

Gininet seeks 'Agents' who can introduce people and organisations who may wish to introduce Ginibox/Gininet Licensees.
Our Agents Programme pays commission on net revenues from Licensees recruited by a Registered Agent.
Selling Ginibox Licenses
- 20% of the license fees are paid as commission on receipt of payment to Gininet.
All potential agents will be subject to approval and will be notified if successful. Gininet reserves the right to refuse any person or entity becoming an approved agent.
GININET COMMISSIONS & REBATES: click here
Please fill the form below to continue
- Fields marked with an asterisk (*) are required.
AGENT TERMS


Background

(A) The Agent has a number of contacts who may be interested in purchasing services from Gininet (Ginicam Limited).
(B) Gininet wishes to be introduced to such contacts, and is willing to pay the Agent a commission on the terms of this agreement if such contacts purchase services from it and the Agent is willing to effect and manage these introductions in return for the Commission.


Agreed terms

1. Interpretation
The following definitions and rules of interpretation apply in this agreement.
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning given to it in clause 7.
Commission: Registered Agents will be paid 20% as follows.

- Selling Ginibox Licenses and/or Gininet API Licenses (GAL)
- 20%  of license fees are paid as commission upon receipt of payments to Gininet.

Agent: the party identified on the Gininet Agent application form.

Customer: a party identified by the Agent who contracts services from Gininet. This applies principally to customers who take out a Ginibox or Gininet contract.

Net Income: the payments made to Gininet for the Services under a Relevant Contract less any value added tax or other sales tax, cost of sales, any out of pocket expenses incurred by Gininet in providing the Services and any discounts or rebates granted by Gininet.

Prospective Customer: a party identified by the Agent who has yet to contract services from Gininet. For the avoidance of doubt Gininet does not pay for introductions.

Prospective User: a person whom Gininet will look to have a future business relationship with.

Services: Gininet products and services provided by Gininet.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.2 A reference to a statute or statutory provision [including subordinate legislation] is a reference to it as amended, extended or re-enacted from time to time in accordance with English law.

1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4 References to clauses are to the clauses of this agreement.


2. Introductions

2.1 Gininet appoints the Agent on a non-exclusive basis to identify Prospective Customers for Gininet as follows; provide all relevant information (as reasonably required and/or requested) by Gininet about the Prospective Customer by registering information within the Gininet CRM – Customer Relationship Management software and through the Gininet License Application Form.

2.2 The Agent shall:
(a) serve Gininet faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
(b) use its best endeavours to make Introductions of Prospective Customers pursuant to this agreement;

2.3 The Agent shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Gininet, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Customers. Agent shall indemnify and keep Gininet indemnified on demand against any loss or damage suffered or incurred by Gininet as a result of any breach by Agent of clause 2.5 or as a result of any claim by a third party arising from any such breach.

2.4 The Agent shall not, without the prior written consent of Gininet, during the term of this agreement perform duties similar to making Introductions on behalf of any person who provides services similar or competitive to the Services.

2.5 The Agent must disclose to each Prospective Client that it is an Agent for Gininet, but that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of Gininet.

2.6 Gininet will provide marketing and support collateral as identified at 5.2. The Agent shall not produce any marketing material for Gininet's services or use Gininet's name, logo or trademarks on any marketing material for the Services without the prior written consent of Gininet.

2.7 The Agent shall not, without Gininet's prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in Gininet's marketing material.

2.8 Where a Prospective Client is Introduced by the Agent and the Prospective Client then introduces Gininet to a third party who purchases, the Agent shall not be entitled to commission from said third party introduction.


3. Anti-bribery compliance

3.1 The Agent shall:
(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
(b)  promptly report to Gininet any request or demand for any undue financial or other advantage of any kind received by the Agent in connection with the performance of this agreement;

3.2 The Agent shall ensure that any person associated with the Agent who is performing services 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 the Agent in this clause  3 Relevant Terms). The Agent shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Gininet for any breach by such persons of any of the Relevant Terms.

3.3 Breach of this clause 3 by the Agent shall be deemed a material breach under clause 8.2 (a).


4. Commission and payment

4.1 Gininet makes a monthly administration charge to those people and organisations who wish to become Gininet Agents. The administration charge is reimbursed at the end of a calendar month in which payment for a sale or sales of Gininet licensed products has been received. This refers to new sales and not support fees.

4.2 The Agent shall be entitled to Commission if a Prospective Client Introduced by the Agent becomes a licensee in accordance with the Agreed Terms.

4.3 Agent will not be entitled to receive any commission, revenue share, expense, reimbursement or other payments in connection with this agreement other than the Commission.

4.4 Any Commission which is due in accordance with clause 4.2, shall be payable to the Agent following the end of the month in which the relevant Net Income is received by Gininet. If Gininet receives payment under any Relevant Contract in instalments, then Commission shall be calculated and paid on such instalments as they are received by Gininet.

4.5 Gininet will make information available in respect of commission payable. This information will be displayed in the agent's transaction history.

4.6 The agents will receive a monthly statement and comissions will be paid into their account.

4.7 Agent acknowledges and agrees that it does not have exclusivity over the relationship with the Prospective Client, and that a Prospective Client may be an existing client of Gininet or may be introduced to Gininet by more than one person other than the Agent.

4.8 Nothing in this agreement shall prevent Gininet from approaching individuals within the Prospective Client, or other branches of the Prospective Client, who are not subject to the Introduction. Where a Prospective Client is successfully acquired direct, no Commission shall be payable to the Agent. In no event shall Gininet be required to pay Commission to more than one person.


5. Obligations of Gininet

5.1 Gininet must at all material times act in good faith towards the Agent.

5.2 Gininet shall provide the Agent at all material times with information the Agent reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about Gininet.

5.3 Gininet shall not be responsible for any costs or expenses incurred by the Agent whatsoever.

5.4 Gininet shall be under no obligation to:
(a) follow up any Introduction made by the Agent; or
(b) enter into or continue a Relevant Contract.


6. Confidentiality

6.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, Customers or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.

6.2 Each party may disclose the other party's confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

6.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

6.4 All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by the Agent from Gininet shall be returned promptly to Gininet on termination of this agreement, and no copies shall be kept.


7.Commencement and duration
This agreement shall commence on the Effective Date and shall continue for 2 years or until terminated in accordance with clause 8.


8.Termination

8.1 Gininet may not terminate this agreement, unless the Agent or one of the Agent's Customers is in breach of the conditions set by Gininet.

8.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement which breach, if capable of remedy, is not remedied by the breaching party within a period of 30 days after being notified in writing to do so;
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
(e) In the case of an individual Agent the contract is terminated upon death.
(f) In the case of an Agent who is a company or organisation, they cease trading or are sold to another entity.


9. Limitation of liability

9.1 The following provisions set out the entire financial liability of Gininet (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Agent in respect of:
(a) any breach of this agreement howsoever arising; and
(b) any representation, misrepresentation (whether innocent or negligent), statement, tortious act or omission (including negligence) or any breach of statutory duty arising under or in connection with this agreement.

9.2 Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

9.3 Nothing in this agreement excludes the liability of Gininet:
(a) for death or personal injury caused by Gininet's negligence;
(b) for fraud or fraudulent misrepresentation; or
(c) for any other matter which liability cannot be limited or excluded by law.

9.4 Subject to clause 9.3, Gininet shall not in any circumstances be liable whether in contract, tort (including negligence), breach of statutory duty (howsoever arising), and misrepresentation (whether innocent or negligent) or otherwise, arising under or in connection with this agreement for any:
(a) loss of profits;
(b) loss of business;
(c) depletion of goodwill or similar losses;
(d) loss of anticipated savings;
(e) loss of goods;
(f) loss of use;
(g) loss or corruption of data or information; or
(h) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.


10. Consequences of termination

10.1 On termination of this agreement, the following clauses shall continue in force: clause 1, clause 4, clause 6, and clause 9 to clause 19 (inclusive).

10.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement, which existed at or before the date of termination.

10.3 On termination of this agreement:
(a) if Gininet has terminated this agreement in accordance with clause 8.2, Gininet shall pay any Commission due to the Agent up to the date of termination in accordance with this agreement. Gininet shall have no further liability to the Agent in respect of such termination and, for the avoidance of doubt, Gininet shall have no continuing liability to pay Commission (or any other amount) to the Agent following termination of this agreement.


11. No partnership or agency

11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.2  Each party confirms it is acting on its own behalf and not for the benefit of any other person.


12. Entire agreement
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. Nothing in this clause shall limit or exclude any liability for fraud.


13. Variation
No variation of this agreement shall be effective unless it is in writing and signed by the parties.


14. Assignment and other dealings

14.1 This agreement is personal to the Agent and, the Agent cannot transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

14.2 Gininet (Ginicam Limited) reserves the right to transfer or assign Agent Agreements.


15. Severance
If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.


16. Notices

16.1 Any notice given to a party under or in connection with this contract shall be in writing. For the purposes of this clause, 'in writing' includes by email. Notices may be sent by hand, first class recorded delivery or other form of registered mail or by email using the contact details contained on the front sheet of this agreement (as the parties may agree to vary from time to time) and shall be treated as delivered:
(a) if by hand, when delivered;
(b) if by registered mail, two Business Days after the date of posting; or
(c) if sent by email one Business Day after being validly sent.

16.2 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.


17. You must not use Gininet or Introduce Customers who will store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party's legal rights, or that could give rise to legal action whether against you or us or a third party (in each case in any jurisdiction and under any applicable law).

17.1 Please refer to Gininet Terms of Service (https://Gininet.com/terms) for a full list of misuses of Gininet that would result in termination of a contract with Gininet.


18. Third party rights
No one other than a party to this agreement shall have any right to enforce any of its terms.


19. Governing law and Jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and for which each party irrevocably agrees to the exclusive jurisdiction of the courts of England and Wales.
* I confirm that I have read and accept the terms above
Thank you. We will get back to you as soon as possible.
Sorry, error occured. Please contact us at [email protected]