TERMS AND CONDITIONS FOR THE ENGAGEMENT OF AN INDEPENDENT CICOD EXECUTIVE
By signing up as an INDEPENDENT CICOD EXECUTIVE (ICE), you understand that you are not an employee of Crown interactive but you have the capacity, and expertise to market and promote the sale of Crown’s CICOD software based on a referral payment of 10% commission.
Crown Interactive hereby agrees to engage your services as its independent sales executives on the terms and conditions (the Terms of Service) outlined below. Please check the Terms of Service from time to time for any updates or changes that may impact you and if you do not accept such amendments, you must cease using the Services. Additionally, also refer to the Terms and conditions of all Crown interactive products on the website www.cicod.com/terms-of-service .You must read, agree with and accept all the terms and conditions contained or expressly referenced in these Terms of service.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY AS THEY FORM PART OF THIS SERVICE AGREEMENT. BY SIGNING UP AS AN I.C.E, YOU HAVE FULLY READ, ACKNOWLEDGED AND ACCEPTED TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE TERMS OF SERVICE)
TERMS AND CONDITIONS FOR THE ENGAGEMENT OF AN INDEPENDENT CICOD EXECUTIVE
1.INTERPRETATION
In this Agreement, unless the content otherwise requires the following words shall have the meaning ascribed to them below:
1.1.Confidential Information means and includes all business, financial, technical and other data and information relating to the business, operations, products, services or solutions of Crown disclosed to the I.C.E for the purpose of this Agreement.
1.2.End User shall mean small and medium enterprises and all other business entities who may have a need for the Product and to whom the Product can be and or is marketed and sold.
1.3.Intellectual Property includes any document, text, graphic or artistic work, computer software or other subject matter in which intellectual property rights subsist.
1.4.Net Transaction Charge shall mean Crown’s transaction charge deducted from the total price paid in respect of each Transaction processed for or on behalf of an End Users using the Product, less any value added or any other applicable taxes or deductions. Such deductions may include but are not limited to refunds made as a result of off-sets, charge backs, returns, freight and forwarding expenses, importation and or exportation taxes, insurance etc. Crown shall specify its transaction charge in respect of each Transaction for End Users from time to time.
1.5.On-board/On-boarding shall mean the process of signing up End Users to install and use the Product for their business. An End User shall be deemed to have been On-Boarded when he/she successfully installs and uses the Product.
1.6.Product as used in this Agreement means the bundled software created by Crown as a service solution for businesses which comprises Customer Order Management; Unified Collection Gateway; Inventory Management System; Workforce Mobile; Call Centre; Control Centre; Energy Management. Product shall also include accompanying written, electronic and online user manuals and documentation and any available updates.
1.7.Support Period means a period of One (1) year after the date each End-User is On-boarded by the I.C.E.
1.8.Territory means the Federal Republic of Nigeria.
1.9.Transaction means each sale concluded by an End User with its customers via the Product in respect of the End User’s products or services and for which a sum or fee is paid to the End User.
APPOINTMENT
1.1Crown hereby appoints the I.C.E as its Independent CICOD Executives for the sale of Crown’s Product and the I.C.E agrees to act in that capacity, subject to the terms and conditions of this Agreement.
1.2Without prejudice to the foregoing, Crown hereby grants to the I.C.E a non-exclusive, revocable, non-transferable and limited license to:
1.2.1Use his/her best efforts to market, promote distribute and sell the Product to End Users;
1.2.2Use the Product solely for the purpose of demonstrating, granting access to and providing after sales support to End Users; and
1.2.3Use such temporary and permanent hardware and software license management software, devices or keys in connection with the Product as may be approved by Crown from time to time.
2.OBLIGATION OF THE Independent CICOD Executives
The Independent CICOD Executives shall:
2.1Act in the interest of Crown and not allow his/her interest to conflict with the duties, deliverables or undertakings outlined herein;
2.2Act dutifully and in good faith towards Crown;
2.3Use his/her best endeavors to promote and market the Product to potentials and secure End Users in the Territory under such terms as may be communicated to it by Crown from time to time;
2.4Conduct the promotion and marketing of the Products in the Territory with all due care and diligence and cultivate and maintain good relations with End Users and in accordance with sound commercial and business principles;
2.5Bear all costs, expenses, risks and liabilities arising from or relating to the On-boarding of End Users or his/her obligations hereunder;
2.6Make himself/herself available as may be necessary to Crown at all reasonable times and upon reasonable notice for the performance of the obligations and undertakings herein. Specifically, but without limiting the generality of the foregoing, the I.C.E shall:
2.6.1Devout such time and attention as may be needed to provide On-boarding and other after sales services to each End User to facilitate their acquisition, installation and continued use of the Product during the Support Period. This shall include overseeing the End User’s execution of the relevant Product license as well as such other On-boarding procedures as Crown may stipulate from time to time;
2.6.2Attend such trainings and Product demonstration and update meetings as may be required by Crown from time to time;
2.6.3Provide End Users with an On-boarding package as well as training from time to time to enable them use the Product effectively;
2.6.4Assist the End Users by providing technical advice on using the Product through on-line, telephone or such other channels as may be considered reasonable and necessary in completing the On-boarding of the End User;
2.6.5Manage the account of, enquiries, complaints and expectations of each End User On- boarded;
2.7Attend such trade exhibitions or other sales outlets in the Territory as the I.C.E may think is reasonably suitable for the purpose of marketing and promoting the Product;
2.8Promptly attend to all enquiries concerning the Product from End Users and prospective customers and where applicable or deemed necessary, escalate same to Crown;
2.9Maintain such contact with Crown as may be reasonably required to remain acquainted with the Product, operating rules of Crown and any other vital information relevant to the fulfilment of this Agreement;
2.10Promptly report to and notify Crown of:
2.10.1Each End User On-boarded. The ICE do not need to notify us whenever they on-board a business;
2.10.2Any complaint or after-sales enquiry concerning the Products which is received by the I.C.E; and
2.10.3Any matter likely to be relevant to the creation, sale, use, development or deployment of the Products.
The form and or frequency of such report shall be notified to the I.C.E from time to time.
2.10.4I.C.E should notify us whenever he/she requires to draft the company’s letter headed paper.
2.11Fraud is a serious offense, and will be treated as such. Fraud refers to activities that are explicitly forbidden under the terms and conditions of Crown Interactive. Untrue or Fraudulent Claims that relate to Crown interactive products, software, events, or opportunities are strictly prohibited as well as editing of codes, for the sole purpose of creating commissions.
OBLIGATIONS OF CROWN
Crown shall:
2.11Make available, at no cost to the I.C.E, such marketing and promotional materials in connection with the sales of the Product;
2.12Provide to the I.C.E On-boarding packages, training and other information as to upgrades, changes or improvements to the Product or the On-boarding process;
2.13Determine and communicate to the I.C.E, the pricing, scope and terms of use for the Product;
2.14Ensure prompt remittance of the I.C.E’s Commission in respect of each End User that he/she On- boards, in accordance with the terms herein.
2.15Offer to the I.C.E such technical support as he/she may require to address and resolve all End User complaints and challenges in connection with the promotion, sale installation, and use of the Product.
3.DURATION
CThis Agreement shall commence on the date it is fully executed by both Parties and shall continue for an initial term of One (1) year, unless otherwise terminated as provided herein (the Initial Term). After the Initial Term, this Agreement shall automatically be renewed for like yearly terms unless otherwise terminated in accordance with the terms herein.
4.COMMISSION AND EXPENSES
4.1In consideration of the services, and fulfillment of the undertakings and warranties hereunder, the I.C.E shall be entitled to receive 10 percent of the Net Transaction Charge (the Commission) on each Transaction undertaken by or on behalf of the End Users On-boarded through the effort of the I.C.E.
4.2The I.C.E shall be entitled to receive the Commission only during the Support Period and upon expiration of the Support Period, the Commission shall cease to be payable to the I.C.E in respect of any further Transactions undertaken or processed with the Product on behalf of the End User.
4.3The Commission indicated herein shall not be payable in the following circumstances:
4.3.1Fees paid by End Users for access to and use of the Product;
4.3.2Where the Transaction is unsuccessful or declined;
4.3.3Where the Transaction is prohibited under any applicable laws;
4.3.4Where the Transaction emanates from or is on behalf of an End User who was not directly On- boarded by the I.C.E;
4.3.5On any Transaction involving End Users after the Support Period.
4.4The Commission due to the I.C.E shall be payable in Naira and shall be remitted to the I.C.E through the banking details to be provide.
4.5The settlement of Commission indicated herein shall be automatically processed and Commission payable to the I.C.E on daily bases.
4.6The I.C.E shall bear all costs and expenses relating to his/her services, the warranties, indemnities and obligations contained herein.
5.NON-COMPETITION AND NON-CIRCUMVENTION
During the Term of this Agreement, the I.C.E undertakes not to either by itself or through another person(s) enter any business transaction, circumvent market or sell or attempt to market or sell goods or services of similar description to that of Crown’s as would or might compete with or interfere with the sale, marketing and promotion of the Product. Without the prior written consent of Crown.
6.INDEPENDENT CONTRACTOR RELATIONSHIP
6.1In all dealings and negotiations with prospective customers or End Users, the I.C.E shall disclose that he/she is acting in the capacity of an I.C.E to Crown.
6.2The Parties shall act as independent contractors to each other and not as agent for, partner of, or joint ventures with the other Party. No other relationship outside of that contemplated by the terms of this Agreement shall be created. The I.C.E shall not be entitled to any of the benefits provided by Crown to its employees, including, but not limited to, worker’s compensation insurance, unemployment insurance, and health retirement and welfare benefits.
7.ASSIGNMENT
The I.C.E shall not assign his/her rights and obligations under this Agreement to any third party.
7.1Your access to the Site may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.
8.NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
8.1The I.C.E agrees that all Confidential Information disclosed in furtherance of this Agreement is and shall be confidential and proprietary to Crown. The I.C.E agrees not to disclose the Confidential Information to any third party without the express written permission of Crown.
8.2The I.C.E shall take all necessary precautions to maintain the secrecy and confidentiality of such Confidential Information. The I.C.E may however reveal Confidential Information disclosed by Crown to its affiliates who have a need-to-know provided he/she puts similar obligations of confidentiality on such affiliates.
8.3The above obligation of non-disclosure will not be deemed to restrict the I.C.E from using and/or disclosing any of the Confidential Information which:
8.3.1Is or becomes publicly known or comes within the public domain without the breach of this Agreement;
8.3.2Was known to it prior to its receipt thereof from the Disclosing Party;
8.3.3Is separately developed, whether before or after the date of this agreement, by persons not privy to the Confidential Information;
8.3.4Has been or is subsequently disclosed to it by a third party who is not under an obligation of confidence to the Disclosing Party or
8.3.5Is required by law or by any Court or governmental agency or authority to be disclosed, in which case the I.C.E will provide prompt notice of such request or requirement to Crown.
8.4The provisions of this Sections shall survive termination of the Agreement for a period of five (5) years.
9.SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
10.TERMINATION
10.1This Agreement shall be terminated forthwith by Crown where:
10.1.1The I.C.E commits a breach of this Agreement, or any obligations, warranties or undertakings hereunder and has failed to remedy such breach (if capable of remedy) within 10 working days after being given notice by Crown to do so.
10.1.2The I.C.E is incapacitated or prevented from performing his/her services/obligations under this Agreement for reasons of illness.
10.1.3Crown serves on the Sale Executive written notice of at least 30 days of its intention to terminate the Agreement without cause.
10.2The I.C.E may terminate this Agreement by giving to Crown written notice of at least 45 days of its intention to terminate the Agreement. Where the I.C.E terminates this Agreement without giving due notice, he/she shall forfeit any unpaid Commission which he/she is due to receive and Crown shall be relieved of its obligation to may such Commission in that regard.
10.3In the event that the I.C.E terminate this Agreement, he/she shall, notwithstanding that the Support Period subsists, cease to be entitled to receive any Commission in respect of End User he/she On- boarded prior to such termination.
10.4Upon termination or expiration of this Agreement, where same is not renewed, the I.C.E shall forthwith cease to use, market, promote or sell the Product and all rights and licenses herein granted shall automatically cease and revert to Crown.
11.REPRESENTATIONS AND WARRANTIES
11.1We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued. Services may have errors or interruptions and our liability is limited. Therefore, Crown undertakes and warrants that:
11.1.1It is a corporation validly existing under the laws of the Federal Republic of Nigeria and has been in continuous existence since its incorporation;
11.1.2It has the power and necessary corporate authority to execute and deliver this Agreement and to perform its obligations under it, and has taken all actions necessary to authorize such execution and delivery and the performance of such obligations.
11.2The I.C.E warrants and undertakes that:
11.2.1He/she has available and will make available on an unconditional basis, the necessary resources to meet his/her obligations under this Agreement.
11.2.2The execution and delivery of to this Agreement and the performance of the obligations under it does not and will not conflict with or constitute a default under any provision of:
11.2.2.1Any agreement or instrument to which he/she is a party; or
11.2.2.2Any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which he/she is bound.
11.3The I.C.E warrants and undertakes that he/she shall not:
11.3.1Have the right to bind Crown to any contract and Crown shall not be obliged to or bound to make the Product available to any End User On-boarded by the I.C.E. Specifically, and without limiting the generality of the foregoing, Crown reserves the right to refuse make the Product available to any End User without cause.
11.3.2.Attempt to change, reverse engineer, modify, duplicate, circumvent or defeat any license or aspect of the Product to which he/she has been granted access in fulfilment of his/her obligations hereunder without the prior written consent of Crown;
11.3.3.Encourage or direct the End Users to transact or effect payment in respect of their business through other channels other than the Product;
11.3.4.Offer the Product or any aspect thereof to End Users on terms contrary to those stipulated by Crown from time to time, including price;
11.3.5.Pledge the credit of Crown or hold him/herself out as having the right or authority to pledge the credit of Crown.
12.INTELLECTUAL PROPERTY RIGHTS
12.1Intellectual Property existing prior to the date of this Agreement will continue to be owned by the Party that owned such Intellectual Property immediately prior to the date of this Agreement.
12.2The I.C.E shall have the revocable, non-exclusive and limited license to use the trademark, trade name, copyright and other intellectual property rights as well as any literature supplier by Crown in connection with them, the Product or its business only as expressly authorised herein and must comply with Crown’s instructions relating to the form and context in which the Intellectual Property is to be used.
12.3The I.C.E acknowledges and undertakes that he/she has no right in or to the Intellectual Property of Crown. He/she must not do or omit to do anything by which the goodwill and reputation associated with the Intellectual Property of Crown may be diminished or jeopardised.
12.4The I.C.E understands and shall immediately inform Crown of any infringement whether apparent threatened of the Intellectual Property and of any passing off of the goodwill in the Product or any Intellectual Property belonging to Crown which he becomes aware of. He/she shall on request by Crown assist in addressing such infringement.
13.DISCLAIMER OF WARRANTIES
Except as expressly stated herein, Crown specifically disclaims all warranties, express or implied, including but not limited to, implied warranties or merchantability, fitness for a particular purpose and non-infringement.
14.FORCE MAJEURE
Neither Party shall be liable for damages for any delay or failure to perform its obligations hereunder, if such delay or failure is due to causes beyond its control or without its fault or negligence, including, without limitation, strikes, riots, wars, fires, floods, epidemics, lack of human or material resources, quarantine restrictions, unusually severe weather, earthquakes, explosions, acts of god or state or any public enemy, or acts mandated by any applicable laws, regulation or order (whether valid or invalid) of any governmental body.
15.ENTIRE AGREEMENT
This Agreement, including any exhibits that may be attached hereto, represent the entire agreement between the Parties, with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.
16.SECTION HEADINGS
The headings of the Sections are inserted for reference only and are not intended to be part of nor affect the meaning or interpretation of this Agreement.
17.GOVERNING LAW AND DISPUTE RESOLUTION
17.1This Agreement shall be governed and construed in accordance with the Laws of Nigeria. Any claim or dispute arising out of or relating to this agreement or the breach thereof shall in the first instance be attempted to be settled amicably by the Parties.
17.2The parties shall endeavor to settle amicably any dispute, difference or claim arising whether directly or indirectly from this Agreement, or relating to this Agreement or the breach, termination or invalidity thereof. If the dispute, difference or claim is not settled amicably within 14 (fourteen) days, the dispute, difference or claim shall be referred to the Lagos Multi-Door Courthouse (LMDC) for mediation which shall be conducted by a single mediator in accordance with the LMDC Mediation Procedure Rules or such other rules mutually agreed by the parties. Each party shall bear its own costs and would be liable to contribute the same amount in respect of fees to be paid to the Mediator. If mediation is not concluded within 3 months of commencement of the mediation, the parties reserve their right to seek redress in an appropriate court. Each Party shall bear its own legal costs of and incidental to the negotiation, preparation, settling, signing and implementation of this agreement.
18.SEVERANCE
If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The Parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
19.NOTICES
Any notice or other communication under this Agreement given by either Party to the other Party shall be deemed properly given if in writing and when hand delivered during normal business hours of the recipient, acknowledgment taken or if transmitted by email during normal business hours of the recipient. In case there is any change in the address of one Party, it shall be communicated in writing to the other Party.
20.MODIFICATION
This Agreement may not be modified or amended except in writing signed by duly authorised representatives of each Party with express mention thereto of this Agreement. We will post any change notices, modifications or new agreement on our website. If any of the modification is unacceptable by you, kindly end this Term of service by notifying us, otherwise your continuous participation will indicate your agreement to the changes.
21.NON-WAIVER
No provision of this Agreement may be waived or changed except by a writing signed by the Party against whom such waiver is sought to be enforced. The failure or omission by either Party at any time to enforce or require strict or timely compliance to any provision of this Agreement shall not affect or impair that provision or any other provision in any way or the rights of such Party hereof, to avail itself of the remedies it may have in respect of any subsequent breach of that or any other provision.