Recruiter Terms & Conditions
Agreement to appoint recruiting agent
A. Christian Resources has launched an online market website (CR Market) to sell products and services provided by sellers.
B. The parties have agreed that the Agent is to act as an agent for the Christian Resources to recruit sellers who will sell their products or services on Christian Resources website.
BY THIS AGREEMENT
The following terms shall have the following meanings:
Agent means the person who recruits sellers.
Business means the recruiting of sellers of products on Christian Resources’ website as agent for Christian Resources and all matters related to such business.
Christian Resources means Christian Resource Centre International trading as Christian Resources.
Commencement Date means (date).
Evergreen Payment in relation to any sale of the products, means 2.5 per cent of the sale price for such products during the time the seller sells their products on the website.
Expiry Date means the resulting from the valid and lawful termination of this agreement by either party.
Payment Date means the last working day of each calendar month;
Products means the products or services sold by the seller on the website.
Sale Price means the price at which the seller sells the products on the website and is exclusive of the Stripe transaction fees.
Seller means the people or entity the agent recruits to sell products on the website.
Term means the period starting on (and including) the Commencement Date and ending on (and including) the Expiry Date.
Website means the Christian Resources Market website CR Market.
2 Christian Resources
Christian Resources agrees with the Agent throughout the Term:
2.1 Advertising and promotion
(a) To advertise and promote the Products in such a manner as it considers appropriate.
(b) To provide the Agent with marketing templates to ensure that branding guidelines are not compromised.
(a) To pay promptly the Evergreen Payment on each payment date to the Agents nominated bank account once the Evergreen Payment total reaches $100.00.
(b) The Evergreen Payments will continue to be made to the Agent beyond termination of this Agreement unless termination has been effected via clauses 4.3, 4.4, or 6.2.
(c) If a seller has to credit a buyer for any reason, this credit will be reflected in the Agent’s sales report, however the Agent will not be required to carry the cost of the transaction fees or freight costs.
(d) If a seller has misled Christian Resources or made misrepresentations such that Christian Resources has overpaid the Evergreen Payment, Christian Resources may recover the overpayment from the Agent, and the Agent hereby agrees to refund the overpayment immediately.
(a) Christian Resources reserves the right to review the Evergreen Payment percentage every six months. Christian Resources agreed that the Evergreen Payment will not be less than 2.5%.
(b) Christian Resources reserves the right to modify, suspend or terminate the website or this Agreement at any time, with three months’ notice to the Agent. Termination under this clause would include but not be limited to the bankruptcy of Christian Resources, winding up of Christian Resources, or the website not being commercially viable.
3 Agent’s obligations
The Agent agrees with Christian Resources throughout the Term:
(a) At all times to work diligently and professionally to protect and promote the interests of Christian Resources.
(b) Not to use any illegal or unethical methods to promote the website including (but not limited to) spamming, fraud or deception.
(c) Not make any false or misleading claims about the website, its products or services or Christian Resources.
(d) Not to modify, after or interfere with the website, its content, or its functionality.
(e) Not to create or use any websites, domains or subdomains that are similar or confusingly similar to the website or its trademarks.
(f) To provide accurate and complete information to Christian Resources on entering into this Agreement and to keep that information updated.
3.2 Scope of activity and authority
(a) No pledge of credit.
Not to pledge the credit of Christian Resources in any way.
(b) No profit
Not to make either directly or indirectly (in any manner howsoever) any profit or derive any other benefit (whether actual or contingent) than by means of the Evergreen Payment from the conduct of the Business.
(c) No warranties
Not to make any representations or to give any warranties to any third party unless expressly authorised in writing by Christian Resources.
3.3 Diligently to promote
Diligently promote and procure sellers via:
(a) advertising and distribution of publicity material subject to Christian Resources prior written approval of the form and extent of such advertising and publicity material
3.4 Good faith
(a) To act with the utmost good faith in all matters toward Christian Resources and towards the sellers.
(b) Not to engage in any activity that may harm the reputation or goodwill of the website, the sellers, or Christian Resources.
(a) To obey Christian Resource’s reasonable instructions in relation to the conduct of the Business, and to comply with all branding rules set out in the Recruiters Pack.
(b) To conduct the Business in an orderly and business like manner.
(c) To comply in the conduct of the Business with all applicable laws and requirements of any governmental or regulatory authority, including (but not limited to) those related to data protection, consumer protection, anti-money laundering and anti-terrorism.
(d) To obtain Christian Resources prior written consent before using any of its trademarks, logos, or other intellectual property.
(a) On entering into this or any other agreement or transaction with Christian Resources during the Term, to make full disclosure of all material circumstances (both positive and negative) and of everything known to it about the subject matter of the relevant agreement or transaction that would be likely to influence the conduct of Christian Resources.
(b) The Agent authorises Christian Resources to undertake any and all such enquiries as it, in its absolute discretion, considers necessary or prudent concerning the Agent.
(c) The Agent warrants the accuracy of the information provided by it pursuant to this clause.
3.7 Pass on information
(a) To supply to Christian Resources any information that the Agent considers in their discretion, may be significantly beneficial to the Principal in procuring sales for the website.
(b) To pass on any information that may materially prejudice the sales of the Products.
(c) The Agent will notify Christian Resources immediately of any breach or suspected breach of these terms or any security incident.
(d) On the expiry or termination of this agreement, to immediately cease using the Intellectual Property and to deliver up to any and all Intellectual Property in its’ power possession or control.
Both parties agree not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of Christian Resources or the Sellers including all correspondence between the Agent and Christian Resources and between the Agent and Sellers. This includes but is not limited to personal account informal and anything related to commerce or communication.
3.9 Customer list
(a) To keep, and treat as confidential and commercially sensitive, a list of actual and potential sellers and supply a copy of it to Christian Resources upon request.
(b) Only one Agent can receive an Evergreen Payment for a seller. In the event that more than one Agent claims a seller, Christian Resources will have full discretion to decide which Agent shall be granted the Evergreen Payments following a review of correspondence with all parties.
(a) Not to assign, charge or otherwise deal any or all of its rights, entitlements or obligations under this agreement in any way.
Not to delegate any of its duties or obligations under this agreement.
3.12 Standard terms
To make agreements with sellers for the sale of their Products only on the Conditions and not to engage sellers unless they have assented to the Conditions, and not to vary or otherwise amend the Conditions without the prior written consent of Christian Resources.
To indemnify and keep indemnified Christian Resources from and against any and all loss, damage or liability suffered by Christian Resources resulting from:
(a) a breach of this agreement by the Agent; or
(b) any act, neglect or default of the Agent.
This agreement will expire or terminate:
On the Expiry Date.
On twenty workings days written notice by either party to the other if the other party fails to comply with its obligations under this agreement and such failure, if capable of remedy, it is not remedied within ten working days of receipt of such written notice.
4.3 Conduct prejudicial
On twenty working days written notice by Christian Resources if the Agent engages in any conduct prejudicial to the Business or the marketing of the Products.
4.4 Material breach
Regardless of anything to the contrary in this agreement, and for the avoidance of any doubt Christian Resources may terminate this agreement with immediate effect by written notice to the Agent, if:
(a) the Agent commits a material breach of this agreement;
(b) the Agent acts or purports to act with a conflict of interest;
(c) the Agent commits any breach of confidence, or breach of any Intellectual Property right whether registered or otherwise;
(d) the Agent commits any accumulation of minor breaches, the aggregate effect of which is in Christian Resources reasonable opinion, sufficiently analogous to a material breach.
(e) the Agent negatively impacts upon the sales of any of their recruited Sellers.
5 Termination consequences
On the expiry or termination of this agreement, the Agent must:
(a) immediately cease using the Intellectual Property and sign such notification of cessation of use of the Intellectual Property as is required by the Principal.
(b) return to Christian Resources all originals and copies of all documents and information in any form containing or covering in any way any part of the Intellectual Property, and
(c) immediately cease carrying on the Business.
5.2 Evergreen Payment on termination
(a) The Agent will be entitled to an Evergreen Payment only for sellers obtained by it before the date of expiry or termination of this agreement.
(b) If this Agreement is terminated under clauses 4.3, 4.4 or 6.2, the Agent will immediately be paid any Evergreen Payment due.
Each of the parties warrants and undertakes that it has full capacity, authority and power to enter into this agreement and has obtained all necessary resolutions and approvals to do so.
6.2 Death or incapacity
In the event of the death of the Agent this agreement will immediately terminate, and any ongoing Evergreen Payments will immediately cease.
6.3 Force majeure
(a) Both parties can be released from their respective obligations under this agreement in the event of national emergency, war, prohibitive governmental action, or if any other event beyond the reasonable control of the parties or either of them renders the performance of this agreement impossible.
(b) Notice in writing of termination pursuant to this clause must be given to and accepted by the other party.
6.4 Dispute resolution
(a) Any dispute between Christian Resources and the Agent that arises in relation to this agreement must be referred in the first instance to non-binding mediation.
(b) The non-binding mediation procedure is:
(i) The party wishing to resolve a dispute by mediation must give notice in writing of the dispute to the other party.
(ii) The notice must state that a dispute has arisen and provide particulars of the dispute.
(iii) When a notice of dispute is given in accordance with this agreement the parties will appoint a mediator by agreement within 14 days, failing agreement either party may request the President of the New Zealand Law Society (or his or her nominee) to appoint a mediator.
(iv) The parties will cooperate with the mediator in an effort to resolve the dispute.
(v) If the dispute is settled then the terms of settlement will be written up by the mediator and signed by the parties to the dispute.
(vi) If the dispute is not settled within fifteen working days of the appointment of the mediator, or within any extended time that the parties agree to in writing then the parties will no longer be bound by this mediation provision.
(vii) The parties to this agreement agree that all written statements given to the mediator or to each other and any discussions between any of the parties or between any of the parties and the mediator during the mediation are inadmissible in legal or arbitral proceedings by any party other than the party that made them.
(viii) The parties to any dispute will share equally the cost of the mediator’s fees and costs including travel, room hire and refreshments.
(ix) Nothing in the forgoing provisions shall prevent any party to this agreement from seeking urgent interlocutory relief from any court of competent jurisdiction.
(x) Any dispute which is not settled by mediation is, at the Principal’s election, to be referred either to a court of competent jurisdiction or to arbitration in accordance with the Arbitration Act 1996.
If any provision of this agreement or the Conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable the parties must amend that provision in such reasonable manner as achieves the intention of the parties and cures the defect or that provision will be severed from this agreement and the remaining provisions of this agreement will remain in full force and effect unless Christian Resources gives notice that it considers the effect of such severance is to defeat the original intention of the parties, or is otherwise materially prejudicial to its interests under the agreement, in which event Christian Resources will be entitled to terminate this agreement by twenty working days’ notice to the Agent.
6.6 Entry into agreement
Each party warrants that it has entered into this agreement solely in reliance upon its’ own skill and judgment and it has not relied upon any oral or written representation made to it by the other party, or its employees or agents, and has made its own independent investigations into all matters relevant to the Business.
6.7 Entire agreement/supercedes prior agreements
This agreement constitutes the whole agreement between the parties in relation to the Business and supercedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties.
Any decision, exercise of discretion, judgement or opinion or approval of any matter mentioned in this agreement or arising from it will only be binding upon the parties if in writing.
Any notice to be served on either of the parties by the other must be sent by prepaid recorded delivery or registered post or by electronic mail and will be deemed to have received by the addressee within 72 hours of posting or 24 hours if sent by electronic mail to the correct electronic mail address of the addressee. Any notice served by electronic mail must be verified by a confirmation receipt.
Headings contained in this agreement are for reference purposes only and will not be deemed to be any indication of the meaning of the clauses and subclauses to which they relate.
6.11 No partnership or Employment
The parties are not partners or joint venturers, or employers/employees.
6.12 Christian Resources’ right to assign
This agreement and all rights under it may be assigned or transferred by Christian Resources without the Agents consent.
6.13 Proper law and jurisdiction
(a) This agreement is governed by New Zealand law in every particular including formation and interpretation and shall be deemed to have been made in New Zealand.
(b) Any proceedings arising out of or in connection with this agreement may, be brought in any court of competent jurisdiction in New Zealand.
(c) The submission by the parties to such jurisdiction shall not limit the right of Christian Resources to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.
(d) Any notice of proceedings or other notices in connection with or which would give effect to any such proceedings may without prejudice to any other method of service be served on any party in accordance with cl 6.9.
(e) If the Agent is resident outside New Zealand its address for service in New Zealand will be the address for such service nominated in this agreement and any time limits in any proceedings shall not be extended by virtue only of the foreign residence of the Agent.
6.14 Rights cumulative
All rights granted to either of the parties are cumulative and no exercise by either of the parties of any right under this agreement will restrict or prejudice the exercise of any other right granted by this agreement or otherwise available to either party.
6.15 Survival of Terms
No term will survive expiry or termination of this agreement unless expressly provided.
The failure by Christian Resources to enforce at any time or for any period any one or more of the terms or conditions of this agreement is not a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement.
Each of the parties will pay the costs and expenses incurred by it in connection with this agreement.
6.18 Tax and accident insurance
The Agent is responsible for its own liability for tax and for levies or other money payable under the Injury Prevention Rehabilitation and Compensation Act 2001 (including all amendments or substituted Acts).
The Agent acknowledges that by clicking in the acceptance tick box the Agent agrees to these Terms and agrees to be bound by them.