Apexcellor™ Limited

Promoter Agreement

Between

Apexcellor™ Limited, 259 Great South Road, Greenlane, Auckland 1546,

New Zealand.  Hereinafter referred to as “Apexcellor”

And

The Person or Company enrolled as a promoter will also be referred to as “Promoter”

This agreement regulates the basic principles of a cooperation between the contractual parties named. Further integral part of the agreement is the attachment

The referral commission plan includes the respectively valid remuneration. The promoter confirms acceptance of the commission plan by downloading this agreement.

  1. Background
    1. Apexcellor’s business is to provide Business Consultancy and Information Technology services globally as stated on it’s website. The Promoter receives the right to recommend Apexcellor’s services as an independent recommender for Apexcellor™ in accordance with the respective national laws and the following provisions.
  2. Apexcellor™ Promoter’s Obligations
    1. The Promoter shall ensure that they are legally able to promote Apexcellor’s services in their respective jurisdiction or country.
    2. The Promoter shall register their trading entity with the relevant authorities and tax department.
    3. The Promoter shall be solely responsible for fulfillment of all legal obligations, including obligations under trade law, tax law, labour law, competition law and other statutory obligations without exception.
    4. They shall duly inform their regulatory authorities about any recommendation, commissions earned and shall pay taxes on them.
    5. As long as the Promoter has not fulfilled named requirements, they may not commence their activity of promoting Apexcellor™ products and services.
    6. The Promoter shall not be employed with Apexcellor™ under any jurisdictions labour laws. They shall be an independent tradesperson or a contractor and shall apply the due diligence of a prudent businessperson in their business.
    7. The Promoter must behave in ethical manner and comply with the national laws regarding fair competition, the in-house statutes and regulations as well as the directives of  for Apexcellor™ business. Promoter shall always make sure that their actions do not violate any laws, regulations or regulatory requirements of their country.
    8. The Promoter must always protect the interests of Apexcellor™  and make sure that Apexcellor™’s reputation is not damaged.
  3. Authorisations of Apexcellor™ Promoter
    1. Promoter may only recommend the sale of such Apexcellor™ products and services that are released for sale by Apexcellor™ according to the respective national law.
    2. Promoter is authorised to carry out advertising efforts; however, they shall coordinate any presentation with external impact that concerns Apexcellor™ with Apexcellor™ in advance.
    3. Promoter shall not be permitted to issue any statements on behalf of Apexcellor™. Such statements shall not be binding for Apexcellor™, but possibly for the Promoter who is solely responsible.
    4. Promoter does not have any power of representation for Apexcellor™. They shall be liable for their own statements and shall release Apexcellor™ from all consequences of unauthorised statements if necessary.
    5. Promoter is not authorised to accept any money on behalf of Apexcellor™. Customers cannot make payments to the promoter with the effect of discharging an obligation.  Promoter does not have any authority to collect on behalf of Apexcellor™.
  4. Obligations of Apexcellor™ Promoter
    1. Promoter shall be obliged to always stay informed about the current products of Apexcellor™ in the MyPage™ Section login of Apexcellor™ website and all pertinent data and facts important to the customers.
    2. Promoter shall inform the customers about the Apexcellor™ products in a truthful and professional manner and make the Apexcellor™ website accessible to them.
    3. Promotor must pass the content of the website and of the official documents on to the customers and not change their content.
    4. Promoter shall always protect the interests of Apexcellor™ to the best of their knowledge and belief.
  5. Duties of Apexcellor™ Promoter
    1. Promoter shall recommend the products and services offered by Apexcellor™. Upon conclusion of a sales contract personally recommended by them, they shall receive remuneration commission in accordance with the Commission structure prevalent at the time of sale, unless they violate the obligations described above.
    2. Commission structure will be advised to Promoter in advance before the conclusion of any Sale.
    3. Promoter shall not have any territorial protection and shall not have to comply with any territorial protection of other Promoters.
  6. Prohibitions for Apexcellor™ Promoter
    Apexcellor™ Promoter is not permitted:
    1. to make public statements – especially statements to the press – about Apexcellor™, their business model, company policy, operating procedures or other internal knowledge,
    2. to use the logo or name of Apexcellor™ or their letterheads without their permission,
    3. to provide information or make promises that differ from the contents of the Apexcellor™ documents,
    4. to use material other than the original Apexcellor™ brochures and Apexcellor™ pre-printed forms,
    5. to sell original Apexcellor™ documents or pass them on to unauthorised persons,
    6. to entice away any existing customers of the company Apexcellor™ Limited, Auckland, New Zealand or the contractual Promoter, or to headhunt employees or of these companies or other promoters irrespective of from where they are,
    7. to use any Apexcellor™ software
    8. to accept any money from customers
    9. to assign any claims against Apexcellor™ to third parties.
  7. Confidentiality
    1. Promoter shall be obliged to comprehensive protection of customers and sources as well as to comply with all regulations under the international data protection law. Any violation of their confidentiality obligation shall not only render Promoter liable to pay damages, but shall possibly also render them liable to prosecution.
    2. All named contents, especially working documents such as pre-printed forms, brochures, training and business documents, agreements – including the present agreement – shall be subject to copyright protection. Promoter will neither use these contents outside the business relationship nor pass them on to third parties, have them passed on to third parties or copy them, not even in part.
    3. The obligations of Promoter described in section 1 shall survive the termination of this agreement without limitation. If this agreement ends or if Promoter does no longer require any documents of any kind from the present business relationship, they may not continue to use them. This shall especially apply to brochures, pre-printed forms and training documents. Any right of retention of Promoter regardless of the reasons shall be excluded.
  8. Remuneration Claim
    1. Accrual and amount of any claim for remuneration of Promoter against Apexcellor™ shall be specified in the latest amended commission structure           provided to promoter.
    2. Promoter shall not have any claims for payment against the customer and will not demand any remuneration from them.
    3. Each payment of remuneration to Promoter shall require that the customer has paid for all invoices raised to them for Apexcellor™’s product and services.
    4. If the customers recommended by Promoter conclude ongoing purchase agreements, Promoter shall be obliged to support the customers to the best of their ability, as their remuneration depends on the duration of the purchase agreements. If the purchase agreement is not performed by the customer, Promoter has to anticipate the cancellation of their claim for remuneration.
  9. Commission Calculations
    1. Promoter’s claims for remuneration shall be calculated on each order basis and will be calculated at the closing of a calendar month.
    2. Payments of remuneration shall be made monthly by the 15th of the next Calendar month either by bank transfer, PayPal or any other payment gateway used by Apexcellor™ with the effect of discharging Apexcellor™’s obligation.
  10. Goods and Services Tax (GST)
    1. Remunerations shall always be paid net, i.e. excluding GST, if any.
    2. If Promoter desires GST payment, then they shall fulfil the required statutory requirements of the respective country and provide NZ tax department complaint invoice, clearly showing the GST component.
    3. All requirements and conditions of the responsible financial authorities in the respective country shall be clarified by Promoter and communicated to Apexcellor™, as well as any possible duties to cooperate of Apexcellor™. If Promoter fails to provide corresponding notifications to Apexcellor™, they shall be liable for any resulting damage themselves and shall release Apexcellor™  from all claims.
  11. Obligations of Apexcellor™
    1. Promoter will get their own personalised MyPage™ with their own unique link to do promotion. This will enable the promoter to have a fully functional Private home page.
    2. Apexcellor™ shall provide a homepage that provides general information and is updated on an ongoing basis. Promoter shall also receive all necessary information and updates via the links available there.
    3. Apexcellor™ shall provide Promoter with all necessary sales and training documents in the login area of my page. as well as pre-printed contract forms online in a download section from which they can download the required documents.
    4. Apexcellor™ will provide latest commission structure in the login area at all times.
    5. If Promoter desires to receive supporting material on paper, they can purchase it according to the price list on the website.
    6. For further inquiries, Apexcellor™ shall maintain a support centre that supports Promoters in case of uncertainties.
    7. Apexcellor™ offers regular training options in the login area in order to keep Promoter updated in all areas of their activities and Apexcellor™ developments.
    8. Apexcellor™ shall inform Promoter immediately about any product change, about changes in the sales or accounting system as well as about news that could be interesting for Promoter. Apexcellor™ shall be obliged to inform Promoter at any time about such topics that are of importance for Promoter’s activity.
    9. Apexcellor™ has their own software accounting system via which Promoter’s claims for remuneration are calculated on a monthly basis. Apexcellor™ shall pay any due remunerations once a month out to Promoter according to commission structure prevalent at that time.
  12. Apexcellor™ Rights and Authorities
    1. Promoter shall permit Apexcellor™ to contact them at any time.
    2. Apexcellor™ shall be authorized to give instructions to Promoter if this is necessary for successful business. In all other cases, Promoter shall not be bound by instructions.
    3. Apexcellor™ has the right to update its commission structure with one-month prior notice to the Promoter.  All commission and remuneration terms are subject change.
    4. Upon introduction of commission structure, the replaced commission structure shall no longer be valid, unless otherwise provided by Apexcellor™. Agreements already concluded shall have the right of continuance in accordance with the commission structure applicable at the time of conclusion of the agreement.
  13. Termination of Agreement
    1. The agreement shall be concluded for an indefinite period of time. It may only be terminated for material breach of terms and a reasonable cause by any of the contractual parties in writing.
    2. Material Breach or Good cause shall e.g. bea
      1. if Promoter turns out to be unreliable, especially if claims are made against Apexcellor™ because of them or if Apexcellor™ is given a written warning due to Promoter’s infringement.
      2. Apexcellor™ shall also be entitled to terminate without notice if Promoter has committed serious breaches of contract that could impair rights or reputation of Apexcellor™, of another Promoter or of a customer.
      3. This shall especially include violations of confidentiality or data protection obligations and the prohibition of collection and enticement if Promoter has provided incorrect contract details or has incurred a penalty.
    3. Furthermore, Apexcellor™ shall be entitled to a right of termination without notice if Promoter continues any breaches of contract despite Apexcellor™ written warning or fails to comply with Apexcellor™ instructions.
  14. Contractual Language
    1. Contractual languages shall be English. Any correspondence in another language shall be translated into English at Promoter’s expense, risk and responsibility. Apexcellor™ shall not be responsible for translation errors.
  15. General Terms and Conditions
    1. Apexcellor™ shall not use any General Terms and Conditions. Any General Terms and Conditions of Promoter shall not be recognized by Apexcellor™ and shall not be applicable.
  16. Mediation Place of Jurisdiction
    1. Where disputes arise between the parties on the basis of the contractual relationship, they shall be amicably settled via an acknowledged mediator in New Zealand.
    2. If mediation fails regardless of the reasons, any disputes shall be resolved in New Zealand courts according to New Zealand law. Place of jurisdiction shall be Auckland, New Zealand.
  17. Written Form
    1. Changes or supplements to this agreement shall be made in writing. If a Promoter fails to notify substantial changes such as change of name or address, any statements made by Apexcellor™ to the names and addresses included in this agreement shall be deemed as served upon mailing.
  18. Severability clause
    1. Should any provision of this agreement or its attachments be or become ineffective or infeasible in whole or in part, it shall be replaced by such provision the parties would have wanted if they had been aware of the problem. This shall not affect the remaining provisions of this agreement which shall remain effective without the need to conclude a new agreement.

Executed