1. Eartia retains exclusive ownership of all aspects of the service, intellectual property, the users and information concerning the users and service.
2. Eartia reserves the right to remove or modify the Eartia service, by giving at least 7 days prior notice on the website.
3. The Business Partner / vendor shall during the period of his subscription be entitled to promote the Eartia service subject to Eartia's policy.
4. Eartia shall during the period of this Agreement:
(a) Use reasonable efforts to meet the Business Partner's orders instantly, subject to availability and its other rights mentioned in this Agreement;
(b) Pay commission in accordance with the Eartia Commission Plan as modified from time to time and subject to a minimum standard commission of $10.00 being payable to the Business Partner. Commission may subject to withheld if in any 3-month period the raise in usage over the previous 3 months is below 15%.
5. The vendor is not and shall not hold himself out as a staff or statutory agent of Eartia but is, and shall at all times act as, the owner of his own independent business.
6. The Vendor/Partner shall operate his business in a legal and ethical manner and comply with the rules of the Direct Selling Association and all other applicable laws and codes.
7. The Vendor/Business Partner hereby acknowledges that he will not under any situation neither authorised nor allowed to make representations on behalf of or include liabilities on behalf of Eartia.
8. (a) The Vendor/Business Partner shall at all times comply with Eartia's policies and procedures as set out in any Conduct guidelines provided by Eartia. The Conduct Instructions can be modified by Eartia in such manner as it reasonably thinks fit on 7 days' notice. The Conduct policies form part of this Agreement.
(b) Eartia has the right not to pay commission or bonus of minimum orders, if their number of customers or frequency introduced falls below any minimum set by the organization from time to time. Eartia may set off any money due from Eartia to the Vendor/Business Partner from any amount due from the Vendor/Business Partner to Eartia.
(c) The Vendor/Business Partner agrees should any commission remain unclaimed by the vendor/partner from Eartia for a period exceeding 20 days (from the date of such commission being due), the Vendor/Partner shall automatically waive his right to claim such commission payments and Eartia shall reserve the right to write-off any such unclaimed commissions.
(d) It shall be the Vendor/Business Partner's responsibility to keep Eartia informed of any changes to his billing details(in case of any), in order to enable Eartia to maintain correct files and issue payments to the Business Partner accurately.
(e) Any notice, instruction, request or other record to be given hereunder shall be delivered or sent by first class post or by electronic to the contact information of each party and any such notice or other record shall be deemed to have been served (if hand-delivered) at the time of delivery, (if sent by post) after the expiration of 48 hours after posting and after the expiration of 11 hours after dispatch.
9. The Vendor/Business Partner shall not make any misleading, false or exaggerated claims about the Eartia business or Eartia products and services and shall not describe Eartia's products or services or make any guarantees in relation to them except in terms approved by Eartia in writing.
10. Over 90,000 calls per month requires written approval.
11. This Agreement shall remain in force from the date hereof and continue until removed by either Party on provision of 30 days prior notice.
12. The Vendor/Business Partner shall pay all money owing to Eartia within 30 days of the date of invoice.
13. Instant termination of this Agreement by Eartia shall be allowed where:
(a) The Vendor/Business Partner engages, whether directly or indirectly in any other business offer involving the marketing of telecom services or of similar services, offers and/or services to those provided by Eartia;
(b) The Vendor/Business Partner signs or purports to sign any agreement, contract or other paper whatsoever on behalf of New Call Telecom Limited;
(c) The Vendor/Business Partner uses any printed material (other than personal stationery) that has not been particularly approved by Eartia;
(d) The Vendor/Business Partner markets any goods, business or service that may in any way conflict with Eartia and has not obtained Eartia's prior consent to do so;
(e) The use by Vendor/Business Partner of media advertising that has not been particularly approved by Eartia.
(f) If the given forecast for leads/calls per month is exceeded;
(g) Such other matters, as Eartia, in its reasonable opinion, deems serious to warrant immediate termination of account; and
(h) The Vendor/Business Partner has failed to pay Eartia pursuant to clause 12 above.