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Acceptance Page
This Agreement is entered into this day between CTS, Incorporated of Virginia (hereinafter “CTS”) located at 4216 Evergreen Lane, Suite 112, Annandale, VA 22003-3253, and an independent contractor (hereinafter “Agent”) who's name is indicated on the On-Line Signup Form.
Agent desires to contract with CTS to present long distance communications services to customers. Therefore the parties agree as follows:
1. CTS agreement: CTS appoints Agent as a non-exclusive Agent (see Definition, Section 10) to promote and market services listed at the rates specified in Attachment A. Other services may be added, existing services may be deleted, or existing services may be changed from this Attachment A from time to time.
a) CTS may refuse or reject any order if CTS deems the order to be improper,
incomplete, and/or at too great a credit risk.
b) CTS may fix the terms and conditions under which CTS will accept any
order.
c) CTS may cancel any order or permit cancellation by customer of any
order.
d) CTS may change the Agent's submitted order as CTS may deem proper.
e) All information pertaining to the Agent relationship with CTS will be
kept confidential.
f) CTS assumes burden of bad debt of Agent customers if designated by long
distance company, with the exception that commissions attributable to bad
debt may be withheld until customer honors such debt.
2. Agent Agreement: Agent agrees to perform the following for or on behalf of CTS/carriers:
a) All customers shall be allowed to contract directly with long distance
carrier(s) represented by Agent under the terms and conditions as authorized
by the carrier(s) represented.
b) Agent will exercise due diligence and establish credit worthiness on all
customers before submitting orders to CTS.
c) Agent will keep confidential any information concerning CTS and carrier(s)
business except as CTS expressly allows as necessary for marketing of
services.
d) Agent agrees not to contact or communicate directly with carrier(s), except
as provided in Section 7 - "New Full-Agent Option".
e) Agent agrees not to use carrier(s) logo in any marketing materials without
written approval of carrier(s). This approval will be processed by CTS on
behalf of Agent.
f) Agent acknowledges that all information regarding carrier(s) product and
services are the sole property of the carrier(s).
g) Agent agrees not to circumvent (see Definition, Section 10) carrier(s)
customers during the life of this Agreement and for a period of two years
following termination of this Agreement.
h) Agent agrees to use forms provided by CTS (or copies of forms, if allowed)
with designated Agent reference numbers in order to allow CTS to properly
track those customers provided and/or referenced by Agent.
i) All information pertaining to the Agent relationship with CTS will be
kept confidential.
j) Agent will be the contact person with customers solicited by Agent to
discuss/resolve any customer's initial questions, although CTS may contact
customer directly on behalf of Agent upon Agent's request or if customer
contacts CTS. If customer contacts CTS, commissions will still be allocated
to Agent.
k) The customer of an Agent shall be deemed provisioned under that Agent
based upon the first Agent to submit such customer at CTS's office for
provisioning. CTS will determine the receipt of such order. CTS is not
responsible for delays in fax/mail submissions.
l) Currently, there is no restriction on the territory Agent can solicit
orders to as long as long distance carrier covers such territory; CTS and
the long distance carrier(s) have the right to impose such territorial
restrictions.
3. Agent/CTS functions:
a) Agent's main function is to solicit long distance orders by marketing
long distance services, filling out the orders, directing persons to the
Agent's web site (for Accxx long distance service), and faxing/mailing orders
to CTS. Agent is not required to be the customer contact for any
problems/additional services beyond the initial getting customer on long
distance service
b) CTS's main function is to review these orders, provide both front and
back office handling of these orders, tracking order submissions, tracking
order completions, handling order problems with carrier(s), providing customer
with information helping to keep customers (for example: calendars, newsletters),
calculating Agent commissions, and paying Agent commissions.
4. ACTIVE/INACTIVE Status:
a) An Agent shall maintain an ACTIVE status as long as Agent submits and
has approved for service at least one new long distance customer in each
calendar month which can be carried forward on the basis of one month per
one new customer, otherwise Agent status is considered INACTIVE, OR if a
Agent has a total customer billing above $1,000/month, Agent will be considered
in an ACTIVE status with no new long distance customers per month required;
status will become an INACTIVE status if total customer billing falls below
$1,000/month and no new long distance customers are added during the following
months in which such decline occurs. For example, if an Agent has 7 customers
sign up in the first month of being an Agent, an Agent would be considered
ACTIVE for 7 months and would then be considered INACTIVE on the eighth month
if no Additional customers were signed up after the initial 7 customers.
Commissions would continue for an additional 12 months following that 7th
month.
b) Agent shall be informed if their current classification is INACTIVE, and
if INACTIVE, will notified as to the number of months of inactivity of the
Agent.
c) After 12 consecutive months of INACTIVE status, this Agreement shall
automatically terminate (see Section 6)
d) An Agent who becomes INACTIVE can become ACTIVE by providing one new long
distance customer for each month that the Agent is INACTIVE, or can become
ACTIVE by exceeding the $1,000/month total customer billing amount. For example,
if an Agent's customers are billing at less than $1,000/month and Agent does
not provide a new long distance customer for 4 months, if 4 new long distance
customers are provided, the Agent status becomes ACTIVE and the termination
of commissions which would have stopped in 12 months would no longer be in
effect. Another example: Agent can become ACTIVE if the Agent generates new
customers so that the total customer monthly billing amount is above $1,000/month
in which case no new customers are required to be added in order for Agent
to remain in an ACTIVE status (unless billing falls below $1,000/month).
5. Agent Commissions: Compensation to Agent shall be mailed within five (5) business days of CTS's receipt of carrier(s) commission payment. CTS will provide Agent a statement summarizing the computation of the commission for each customer submitted by Agent as long as customer has any commissionable amounts. Agent has a period of forty-five (45) days to provide written objection to such commission payment after which the payment will be considered final and binding.
a) Full commissions will continue as long as a Agent status is ACTIVE, and
will continue during a period of INACTIVE status of less than 13 months.
After a period of 12 months INACTIVE status, Agent contract will be considered
automatically terminated.
b) For each of the first 6 months of commissions provided to Agent, there
is no commission dollar minimum required for Agent to receive a check. After
6 months of receiving commissions, if the Agent monthly commission is less
than $25, no check will be issued but commissions will accumulate until the
accumulated commissions exceed $25 at which point a check will be issued.
Anytime after the first 6 months if the Agent total commission for all Agent's
customers in any month falls below $5, this Agreement will be automatically
terminated.
c) An Agent who exercises New Full-agent option is no longer subject to
conditions of ACTIVE/INACTIVE Status - see Section 7 for commission
schedule.
d) Commissions are based upon monthly customer usage; commissions are not
calculated on any federal or state taxes collected, or any fees (if any)
e) Commissions will be paid according to the rate specified in Appendix A
f) Commissions will change only if carrier payment to CTS changes
g) If the Agent's customer becomes a bad debt to long distance company, the
Agent will return all actual commissions earned on this bad debt customer.
Recovery will be accomplished as a reduction in Agent's commissions unless
recovery is greater than Agent's total commissions paid in which case Agent
is requested to return the excess of this bad debt to CTS. The bad debt status
of a customer is determined by the accounting practices of the long distance
company
h) Agent will receive commissions on Agent's own long distance service according
to Appendix A only after 3 or more customers of Agent are generating commission.
6. Termination: This Agreement may be terminated by written notice by Agent at any time for any reason, or by CTS for reasonable cause at any time, during any contract/renewal period without penalty except for limits defined within this Agreement. Automatic termination may occur as per conditions of this Agreement (see Sections 4c, 5a, 5b, 7a, and 7b).
a) Upon Agent termination or automatic termination of this Agreement, all
Agent customers and all commissions in reference to such customers shall
revert to CTS.
b) In the event of automatic termination, or if CTS terminates this contract
for any reason, CTS shall notify Agent of such termination. Agent shall have
15 days to dispute terminated status.
7. New Full-agent Option: Information in this section pertains ONLY to a Agent becoming a New Full-agent directly with the carrier(s) and does not pertain to an Agent whose contract may have been terminated for any reason. An Agent is allowed to become a Full-agent of carrier(s) at which time all customers of Agent become customers of CTS.
a) If such option is exercised within the first 3 months of Agreement, OR if Agent discontinues service to Agent customers, OR if Agent customer's billings drop below $2,000 during any New Full-agent contract/renewal period, OR if New Full-agent contract/renewal is terminated:
b) If such option is exercised after 3 months ACTIVE status and Agent agrees to continue service to Agent's customers per Section 2 AND:
8. Agreement Period and Renewal: Term of Agreement is two (2) years from the date On-Line Signup Form is submitted, and automatically renews for two years on each biennial anniversary date unless terminated earlier as provided herein.
9. Other Conditions:
a) Agent shall operate as an independent contractor. Agent agrees that it
will make no representation with respect to its relationship to CTS or carrier(s)
except that it has been retained by CTS as an independent contractor. CTS
has the right to contact Agent's customers, however, CTS shall maintain the
Agent's customer's status with regard to commissions, that is, an Agent's
customer will maintain the same status as a Agent's customer even though
CTS may contact that customer. In addition, any additional long distance
service added directly by CTS to Agent's customer will be commissionable
to the Agent, e.g., if Agent signs up a customer for 1+ outbound long distance
service and CTS at a later date convinces customer to obtain inbound toll-free
service, Agent will receive commissions on both the 1+ and toll-free
services.
b) Agent is responsible for all federal, state, and local laws, taxes, ordinance,
regulations, and rules relating to Agent's activity.
c) Agent agrees to indemnify and hold CTS harmless from all claims, loses,
damages, and expenses connected with the performance of this Agreement.
d) Neither party can assign its rights, obligations, or interests under this
Agreement to any third party. Agent may not put under contract another Agent,
that is, Agent may not engage in any Multiple Level Marketing (MLM) arrangement.
Agent, however, may have Sales Representatives working for Agent. Compensation
for Sales Representatives are paid for by Agent from commissions provided
by CTS. For customers established by Sales Representatives, Agent will receive
the commission rate as outlined in Appendix A for the Agent. In addition,
for Sales Representative's customers, the commissionable monthly bill of
those customers will be multiplied by 3% and provided as a bonus to Agent.
For example, if an Agent has a customer with a $100 in long distance, the
Agent will receive $10 (10% commission). If the Agent sets up a Sales
Representative, and that Sales Representative has a customer with a $100
in long distance, the Agent will receive $10 (to pay the Sales Representative)
+ $3 bonus = $13. The Sales Representative's codes may be indicated on the
customer's APPLICATION, and CTS will provide the forms, web site (Accxx),
and monthly customer tracking of such Sales Representatives if an Agent requests
assignment of a separate Sales Representative code. Sales Representatives
of Agent are paid their commissions by Agent out of Agent's commissions,
and Agent may set what percentage commissions the Sales Representatives to
be provided, however, if Sales Representative has in excess of $25 commissions
attributable to that Sales Representative, Agent may request CTS to send
Sales Representative's check directly to Sales Representative.
e) To protect Agent, a Sales Representative is not allowed to be an Agent
of CTS unless specific written permission to do so is given by Agent.
If this permission to do so is given, Agent will not receive 3% bonus for
the Sales Representive's (now a "new Agent") new customers, however, Agent
will still receive bonus for Sales Representative's old customers prior to
Sales Representative becoming a new Agent.
10. Definitions:
a) Circumvent: To circumvent carrier means to refer or cause in any way a
carrier's customer for any reason to transfer services to another carrier.
b) Long Distance Customer: A long distance customer is a customer which CTS
has setup onto the long distance carrier for the Agent, and this customer
has had no gap in service since originally established with the long distance
carrier.
c) Non-exclusive CTS: No boundaries shall be established for any Agent. No
Agent shall appropriate any customers of any other Agent nor shall any Agent
cause any carrier's customer to change to another carrier.
11. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Virginia.
12. Any part of this Agreement found to be unlawful or invalidated for any reason shall not invalidated the remainder of this Agreement.