Student Prepaid Cards Distribution Agreement
Please read this Agreement carefully and retain it for your records.
THIS AGREEMENT is made on Effective Date BETWEEN:
Company and Distributor, together referred as the ‘Parties’ or separately as a ‘Party’
(1) Company and its Partner provide Services to Customers and Company wishes to appoint Distributor (sometimes referred at Website as agent) as a non-exclusive distributor to market and sell Service.
(2) Distributor has the skills, background and experience in providing and wishes to act as one of the distributors for Services.
(3) Distributor has completed Application Form by providing accurate and true information and understands that no purchase is necessary to become the distributor under this Agreement.
(4) Parties acknowledge and understand that this Agreement neither constitutes agency relations under common law rules nor commercial agency pursuant to Commercial Agents (Council Directive) Regulations 1993/30536 and the Distributor is an independent contractor.
(5) Distributor will get an access to Personal Account on completion and submission of Application Form and acceptance of this Agreement, but this Agreement shall not enter into force until Effective Date.
(6) By Clicking “I Accept” Distributor indicates that he/she/it has read and agreed to the following terms of this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement:
“Application Form” means as accessed at Website https://bank-4-you.com/agent/registration
“Distributor” means a Person, who accordingly to the procedure prescribed by this Agreement has entered this Agreement as an independent contractor and agreed to become the non-exclusive distributor of Service, as more particularly described at Clause 2. Any reference on Website
to agent means reference to Distributor as defined under this Agreement.
“Company” means B4U CARD SOLUTIONS LIMITED, trading as ‘B4U’ (incorporated under the laws of England and Wales with registered number 09287265) whose registered office is at Sceptre Court, Tower Hill 40, London, EC3N 4DX, United Kingdom.
“Customer” means a Student cardholder, who receives, activates and/or uses Prepaid Card.
“Effective Date” means the date and time on which the Company delivers the written notice of acceptance of this Agreement to Distributor, who has completed and submitted the Application Form and this Agreement electronically or by signing and sending a copy of this Agreement by post or through other lawful means of communication.
Order means a quantity of Prepaid Cards requested and purchased by Distributor.
“Partner” means MAYZUS FINANCIAL SERVICES LIMITED (incorporated under the laws of England and Wales with registered number 06721866) whose registered office is at 869 High Road, London, N12 8QA, United Kingdom.
“Payment Conditions” means from time to time updated prices, payment details and instructions available at Personal Account.
“Person” means either a natural person, who has reached the age of eighteen (18) years or a legal entity, professional organization or other person of the kind legally competent to enter into this Agreement in the jurisdiction in which he\she\it resides.
“Personal Account” means a designated account issued to Distributor at Website accessed through login and password.
“Prepaid Card” or “Student Prepaid Card” means a stored-value card, which provides access to Services and can be used by Customer up to the amount loaded on it.
“Service” means use of Prepaid Card by Customer for receiving scholarships, bursaries or other grants and loads and providing payments for the tuition fees, goods and services within European Union accordingly to Terms and Conditions.
“Student” means an individual of any origins and residence, who has obtained a place at any educational institution within the territory of European Union.
“Terms and Conditions” means as accessed at Website https://bank-4-you.com/page?id=6
“Term” means the period of 12 month commencing on Effective Date unless extended or terminated earlier in accordance with the terms of this Agreement.
“Website” means www.bank-4-you.com
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 the singular includes the plural and vice versa;
1.2.2 references to persons include individuals, unincorporated bodies and partnerships (in each case whether or not having a separate legal personality), governments, government entities, companies and corporations and any of their successors, permitted transferees or permitted assignees;
1.2.3 references to ‘law’ include any legislation, any common or customary law, constitution, decree, judgment, order, ordinance, treaty or other legislative measure in any jurisdiction and any directive, request, requirement, guidance or guideline (in each case, whether or not having the force of law but, if not having the force of law, compliance with which is in accordance with the general practice of persons to whom the directive, request, requirement, guidance or guideline is addressed);
1.2.4 the headings in this agreement are for convenience only and do not affect its interpretation;
1.2.6 references to business day shall mean as it is defined within England and Wales;
1.2.7 reference on Website to agent means reference to Distributor; and
1.2.8 references to time shall mean London time, unless otherwise stated.
2. Rights granted
2.1 Company grants to Distributor the non-exclusive right to promote and distribute Service for the Term by all reasonable and lawful means and Distributor agrees to act in that capacity, subject to the terms and conditions of this Agreement.
2.2 Distributor may describe himself as Company’s 'authorised distributor' for Service, but must not hold himself out as Company’s agent for sales of Service or being entitled to bind Company in any way.
2.3 Distributor is an independent contractor. Nothing in this Agreement shall constitute the creation, establishment or relationship of partnership, joint venture, or employer and employee between the Parties.
2.4 Nothing in this Agreement shall entitle Distributor to any priority of supply in relation to Service as against Company’s other distributors or Customers.
3. Restrictions on Distributor
3.1 Subject as provided in Clause 3.3, Distributor must not obtain services same or similar to Service or any goods that compete with them, for resale and distribution from any person, firm or company other than Company.
3.2 Subject as provided in Clause 3.3, Distributor whether directly or indirectly, shall not:
3.2.1 act as an agent for any other person or organisation which offers or competes with Company, nor
3.2.2 carry, deal with, market or sell any products which compete with Service.
3.3 Distributor shall have no rights in respect of Service and any trade names or trade marks used by Company in relation to Service or the goodwill associated with them. Distributor acknowledges that except as expressly provided in this agreement he will not acquire any rights in respect of such rights and goodwill.
3.4 The Distributor must not do or authorise any third party to do any act that would or might invalidate or be inconsistent with any intellectual property of Company and/or Partner, and must not omit to do any act that, by its omission, would have that effect or character, or authorise any third party to omit to do any such act.
3.5 The above restrictions shall be effective within the territory of Distributor’s business during Term and 3 month after.
4. Supply of Prepaid Cards
4.1 Subject as provided in Clauses 2 and 4.2 Company must use his best endeavours to supply Prepaid Cards to Distributor in accordance with Distributor's Orders.
4.2 Company shall not be under any obligation to continue to be involved in the business concerning the Service and shall be entitled to make such alterations to the specifications of Service as he may think fit.
4.3 Each Order shall constitute a separate contract. Any default by Company in relation to any one Order shall not entitle Distributor to treat this agreement as terminated.
4.4 In respect of each Order for Prepaid Cards to be supplied under this Agreement, Distributor shall be responsible for ensuring the accuracy of the Order and must provide Company with any information necessary to enable Company to fulfil Order and to comply with applicable legal requirements of the Distributor’s jurisdiction.
4.5 Risk of loss of or damage to any consignment of Prepaid Cards shall pass to Distributor from the time of delivery.
5. Payment for order
5.1 Distributor should provide an appropriate transfer to Company for each Order according to the procedure available at Personal Account, through one of following payment methods: PayPal; SWIFT; or Direct transfer.
5.2 Distributor shall transfer the payment in amount as will be specified in the invoice issued by Company at the time each Order is placed with Company.
5.3 Distributor can get access to Payment Conditions at Personal Account, only after its registration.
6. Marketing of the Products
6.1 Distributor must use his best endeavours to promote and distribute Services and shall follow Company's instructions and policies stated on Website.
6.2 Distributor may, subject as provided in this Agreement, promote and market Service in such manner as he/she/it thinks fit, and in particular may resell Prepaid Cards to his/her/its Customers at such prices as he/she/it determines.
6.3 Distributor must maintain such stocks of the Products as may be necessary to meet Customers' requirements.
6.4 In connection with the promotion and marketing of Service, Distributor must:
6.4.1 make clear, in all dealings with Customers and prospective customers, that he is acting as distributor of Services and not as agent of Company or its Partner;
6.4.2 comply with all legal requirements from time to time in force relating to the storage and sale of Service;
6.4.3 from time to time consult with Company's representatives to assess the state of the market and if circumstances require, to permit them to inspect any premises or documents used by Distributor in connection with the sale of Service;
6.4.4 promptly and fully notify Company and/or Partner of any actual, threatened or suspected infringement of any intellectual property rights in respect of Service that comes to Distributor's notice, and of any claim by any third party coming to his/her/its notice. Distributor must at the request and expense Company do all such things as may be reasonably required to assist Company in taking or resisting any proceedings in relation to any such infringement or claim.
6.4.5 at the request of Company provide it with copies of such sales aids as relate to Service, including (without limiting the foregoing) catalogues, sales brochures and sales manuals; and
6.4.6 use in relation to Service only such advertising, promotional and selling materials as are approved in writing by Company.
7. Technical support
7.1 Company must from time to time provide Distributor with such information, samples, catalogues, brochures and up-to date information concerning Service as Company considers appropriate on its sole discretion and taking into account what Distributor reasonably requires in order to assist Distributor with the sale of Service.
7.2 Company and its Partner must endeavour to answer as soon as practicable any technical enquiries concerning Service made by Distributor or Customers.
8.1 Except as provided by Clauses 8.2 and 8.3, Distributor must at all times during the continuance of this agreement and after its termination use his/her/its best endeavours to keep all restricted information (as defined below) confidential and accordingly must not:
8.1.1 disclose any restricted information to any other person; or
8.1.2 use any restricted information for any purpose other than the performance of his/her/its obligations under this Agreement.
8.2 References to 'restricted information' are references to any information disclosed to Distributor by Company and/or Partner pursuant to or in connection with this Agreement, whether orally or in writing and whether or not it is expressly stated to be confidential or marked as such.
8.3 Any restricted information may be disclosed by Distributor to:
8.3.1 any customers or prospective customers;
8.3.2 any governmental or other authority or regulatory body; or
8.3.3 any employees of Distributor or of any of the aforementioned persons,
but only to the extent necessary for the purposes contemplated by this Agreement or as is required by law, and subject in each case to Distributor using his best endeavours to ensure that the person in question keeps the information confidential and does not use it except for the purposes for which the disclosure is made.
8.4 Any restricted information may be used by Distributor for any purpose, or disclosed by Distributor to any other person, to the extent only that:
8.4.1 it is at the time of use or disclosure public knowledge through no fault of Distributor; or
8.4.2 it can be shown by Distributor, to the reasonable satisfaction of Company to have been known to him before it was disclosed to him by Company,
provided that Distributor must not disclose any restricted information that is not public knowledge.
9. Warranties, undertakings and liability of Company
9.1 Subject as provided in this agreement, Company warrants and undertakes that, subject to Clause 10.1.4, Prepaid Cards supplied under this Agreement will be of satisfactory quality and will comply with any legal or other specification agreed for them.
9.2 In the event of any breach of Company’s warranty and undertaking in clause 9.1, whether by reason of defective materials, production faults or otherwise, Company’s liability shall be limited to replacement of Prepaid Cards in question, or at Company's option, repayment of the price where this has been paid.
9.3 Notwithstanding anything to the contrary in this Agreement, Company shall not, except in respect of death or personal injury caused by the negligence of Company, be liable to Distributor by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any consequential loss or damage, whether for loss of profit or otherwise and whether occasioned by the negligence of Company or its employees or agents or Partner or otherwise, arising out of or in connection with any act or omission of Company relating to the manufacture or supply of Prepaid Cards, their resale by Distributor or their use by any Customer, including loss or damage suffered by Distributor as a result of action performed by any third party.
9.4 Company not be liable for loss or damage to Distributor or any third party, which are reasonably beyond Company’s control and, inter alia, caused or resulting from:
9.4.1 consequences arising out of computer viruses caused by third parties;
9.4.2 any unauthorised use or interception of e-mails and such online media;
9.4.3 computer hackers gaining access to Company’s website;
9.4.4 any errors or omissions on Website;
9.4.5 crash of any bank; or
9.4.6 any delay or non-performance of this Agreement arising from any cause or causes beyond Company’s reasonable control (force majeure circumstances) including, without limitation, any of the following: fire, flood, storm, war, governmental act, explosion, civil commotion, riot, failure of computer equipment or communications systems, malfunction losses or delays in communication, which might affect the accuracy or timeliness of a message Parties send to each other, industrial dispute of a third party, strikes, lock-out and other industrial action, or any cause due to overseas correspondent banks, other banks or intermediaries handling the funds in accordance with the customs and practices of the locality where they transact business.
9.4.7 Company may at its own discretion refuse to perform any Order without giving any good reason, but promptly notifying Distributor about such refusal. Company shall not be liable for any losses or damages suffered by Distributor or any other third party directly or indirectly as a result of such refusal.
9.4.8 Company shall be under no obligation to make enquiries as to whether Orders and other instructions are genuinely placed by Distributor his/her/its agent, unless Company has actual notice to the contrary.
10. Representations, Warranties, undertakings and liability of Distributor
10.1 Distributor warrants and represents that:
10.1.1 information provided at Application Form is accurate and true;
10.1.2 he/she/it legally competent to enter into this Agreement in the jurisdiction in which Distributor reside;
10.1.3 he/she/it has provided accurate details of the bank/card account, which Distributor legally permitted to use and provide for the purposes of this Agreement; and
10.2 Distributor undertakes:
10.2.1 duly and promptly update personal information at his/her/its Personal Account or otherwise if applicable, including bank/card account details, not in breach of Clause 10.1;
10.2.2 not to violate any law or regulation and instructions provided from time to time at Website , while performing his/her/its obligations under this Agreement;
10.2.3 not to use Service of any fraudulent, illegal or criminal purposes;
10.2.4 not to provide false, inaccurate, incomplete or misleading information to Company related to this Agreement;
10.2.5 duly and promptly pay for Order in accordance with Payment Conditions;
10.2.6 Agent undertakes to produce, or to endeavour to produce, a given result and is not under the orders or control of the Company in the manner of execution; and
10.2.7 at the end of this Agreement or its earlier termination, within ten (10) business days to return all the materials provided by Company and/or Partner for the purposes of this Agreement and undertake other steps as provided in Clause 12.
10.3 Distributor shall indemnify Company and keep it harmless against:
10.3.1 any and all liabilities to third parties arising out of his/her/its negligence, fraudulent or faulty acts or omission in respect of this Agreement and/or related to the distribution of Prepaid Cards;
10.3.2 any and all losses arising out of infringement of Company’s and/or Partner’s name, brand, goodwill and business reputation that caused directly, indirectly or negligently by Distributor;
10.3.3 any and all losses, including loss of profit, arising our of breach by Distributor of any representations, warranties or undertakings;
10.3.4 any and all losses suffered by Company and/or Partner as a result of breach by Distributor of instructions from time to time provided by Company and/or Partner at Website or directly given to Distributor; and
10.3.5 any and all losses, including loss of profit, suffered by Company as a result of accepting of inaccurate Orders or other instructions from Distributor or where Company reasonably believes that such Orders or instructions were placed by Distributor or his/her/its agent.
10.4 Distributor must not make any statements, representations or claims and must not give any warranties to any Customer or potential customers in respect of Service, save such as may have been specifically authorised by Company, such authority to be given in writing at the relevant time. Distributor undertakes with Company to keep Company fully and effectively indemnified against all claims, demands, losses, expenses and costs Company may incur as a result of any breach by Distributor of this provision or of any other provision contained in this agreement.
11. Termination and Extension
11.1 This Agreement shall commence on Effective Date and shall remain in effect for Term, subject to the provisions of the Agreement.
11.2 Subject to Clause 11.3, on expiry of Term this Agreement shall be automatically extended for a new Term for indefinite amount of times without necessity to enter any separate arrangements, unless prior written notice to the contrary is served by either Party.
11.3 Where Distributor has not placed a single Order for a consecutive period of 6 calendar months, Company may treat this Agreement as terminated.
11.4 Subject to Clause 11.5, either Party shall be entitled to terminate this Agreement by giving not less than 30 business days written notice stating the date of such termination.
11.5 Company shall be entitled to terminate this Agreement immediately on the date of delivery (termination date) of the written notice to Distributor if:
11.5.1 there is at any time a material change in the management, ownership or control of Distributor;
11.5.2 Distributor at any time is in breach of any material provision (condition) of this Agreement, including flue to pay for Prepaid Cards in timescales as agreed by the Parities;
11.5.3 Company during reasonable time is unable to get in touch with Distributor, using the contact details provided;
11.5.4 Distributor at any time challenges the validity of any intellectual property of Company and/or Partner;
11.5.5 Distributor makes any voluntary arrangement with his/her/its creditors or becomes subject to an administration order;
11.5.6 either Party goes into liquidation, except for the purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement;
11.5.7 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to Distributor; or
11.5.8 Distributor became mentally incapable or ceased to carry on business.
12. Consequence of termination
12.1 After service or delivery of the termination notice, Company shall produce and issue to Distributor a summary statement of Distributor’s account balance, showing the debits and credits between the Parties.
12.2 Upon the end of Term or termination date of this Agreement for any reason:
12.2.1 outstanding unpaid invoices rendered by Company in respect of Orders shall become immediately payable by Distributor;
12.2.2 Subject to adjustment of the outstanding invoices, debts, reasonable expenses and costs, Company shall refund to Distributor all the money paid for any outstanding Order, provided that Prepaid Cards under such Order, yet has not been sent to Distributor at the time of the delivery of the termination notice;
12.2.3 Distributor must at his/her/its own expense within 10 business days send to Company or otherwise dispose of in accordance with the directions of Company any advertising, promotional or sales material relating to Service then in the possession of Distributor;
12.2.4 Distributor must cease to promote, market or advertise Service or to make any use of the other materials provided for the purposes of this Agreement;
12.2.5 Distributor shall have no claim against Company and/or Partner for compensation for loss of distribution rights, loss of goodwill or any similar loss; and
12.2.6 subject as otherwise provided in this Agreement and to any rights or obligations that have accrued before termination, neither Party shall have any further obligation to the other under this Agreement.
12.3 Upon termination of this Agreement for any reason Company shall be entitled, but not obliged, to repurchase from Distributor all or part of any stocks of Prepaid Cards then held by Distributor at their invoice value or the value at which they stand in the books of Distributor, whichever is lower, provided that:
12.3.1 Company shall be responsible for arranging transport and insurance and for the cost of them and the price paid for the stock shall be reasonably adjusted; and
12.3.2 Company may sell the stocks for which Distributor has accepted orders from Customers before the date of termination and Distributor shall assist with the delivery of the stock to such Customers
and for those purposes and to that extent the provisions of this Agreement shall continue in full force and effect.
13. Nature and assignment of agreement
13.1 Company may assign, transfer or novate this Agreement and the rights and obligations under it to any other party at any time, and must inform Distributor of any such transaction in writing within a reasonable time after it. In the event of any such assignment, transfer or novation, in consideration of Company procuring for Distributor an undertaking from the assignee, transferee or novatee to be bound by Company's obligations under this Agreement and Distributor must re-execute this agreement with the assignee, transferee or novatee if Company or the assignee, transferee or novatee requires him to do so. If Distributor fails to comply with the provisions of this clause, he/she/it irrevocably appoints Company as his/her/its agent with full authority to re-execute this Agreement with the assignee, transferee or novatee.
13.2 This Agreement is personal to Distributor, who may not without the written consent of Company, assign, mortgage, charge (otherwise than by floating charge) or dispose of any of his rights under it, or sub-contract or otherwise delegate any of his obligations under it.
13.3 Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties.
14. Entire agreement
14.1 This Agreement together with other documents, materials and instructions referred herein, some of which may be from time to time be reasonably amended or edited unilaterally by Company without, express the entire agreement between Distributor and Company and supersedes any negotiations or prior agreements on its subject matter.
14.2 Both Parties confirm that the whole of their negotiations and intentions have been included in this Agreement and express clearly their requirements.
14.3 No warranties, representations or other matters were relied upon by Distributor causing him to sign this Agreement that have not been satisfied in it.
14.4 Nothing in this agreement shall seek to exclude any liability for fraudulent misrepresentation.
14.5 Except in the case of fraudulent misrepresentation, the only remedy available in respect of any misrepresentation or untrue statement made to either Distributor or Company shall be a claim for breach of contract.
14.6 This clause, including its sub-clauses, constitute a single provision for the purposes of Clause 16.
Neither Company’s failure to exercise any power given to him under this Agreement or to insist upon strict compliance by Distributor with any obligation under it, nor any custom or practice of Distributor or the Company shall constitute any waiver of any of Company's rights under this Agreement. Waiver by Company of any particular default by Distributor must be in writing and shall not affect or impair Company's rights in respect of any subsequent default of any kind by Distributor. Delay by Company in exercising any rights arising from any of the Company's defaults or omission to exercise them shall not affect or impair Company's rights in respect of those defaults or any default of any kind.
16.1 If any item, term or provision (jointly referred as ‘provision’ ) contained in this Agreement or any part of it ('an offending provision') is declared to be or becomes unenforceable, invalid or illegal for any reason whatsoever (including but without detracting from the generality of the foregoing a decision by the competent domestic or European courts, an Act of Parliament, European Union legislation or any statutory or other bye-laws or regulations or any other requirements having the force of law) the other provisions of this Agreement shall remain in full force and effect as if it had been executed without the offending provision appearing in it.
16.2 Unless provided otherwise, each sub-clause of this Agreement constitutes a separate provision.
17. Third party rights
The parties to this Agreement do not intend that any term of it shall be enforceable by a third party as defined in the Contracts (Rights of Third Parties) Act 1999 under the provisions of that Act.
18.1 Any notice or other communication to be given for the purposes of this Agreement by either Party must be in writing and given though email accordingly to the rules of the instant communication:
(i) If to the Company: firstname.lastname@example.org; or
(ii) If to Distributor: the email provided at Application Form or later given at Personal account and/or to internal message system within Website.
18.2 All communications with Customer will be in English.
19. GOVERNING LAW
This Agreement is governed and construed in accordance with the law of England and Wales and the Parties submit to the non-exclusive jurisdiction of the English courts.