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Terms & Conditions |
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- Free fax to
email Terms
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Agent (Business opportunity) Terms
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Free fax to email
Terms:
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1.The service is known as Fax2email and you are
requested to read this page carefully. If you do not
accept the terms and conditions stated herein, then you
are requested not to use this service. Please be
advised that we may revise these terms and conditions at
any time by updating this posting on the webpage. You
should accordingly visit the webpage periodically to
review the terms and conditions because they are binding
upon you once you commence using the service.
2. Wonder Fax is the trading name for DirectX Trading CC
3.The Fax2email user shall be allocated an 087 Fax
number.
4.Wonder Fax Fax2email is designed to allow a sending
party who wishes to send a fax, to use a standard fax
machine and transmit the fax via the Public Switched
Telephone Network (PSTN) to the Wonder Fax
switch/platform by using the designated 087 number.
Wonder Fax shall, on receipt of the fax, transmit the
fax to the email address or mapped address assigned to
the 087 number. Wonder Fax will store the faxes for the
Fax2email user for up to a maximum of 7 (seven) days
provided that the user has requested this service in
writing and/or has activated this request on the user
web portal.
5.This service, including the website and the processing
of Fax2email, is provided to you on an as is basis
without warranty of any kind, either express or
implied. Wonder Fax makes no warranty as to the
accuracy, completeness, currency or reliability of any
content or processing available through the service.
Wonder Fax makes no representations or warranties that
the use of this service will be uninterrupted or
error-free. You are responsible for taking all
necessary precautions to ensure that the content that
may arrive on your desk from the Wonder Fax service is
free of viruses. Whilst Wonder Fax does make use of
anti-virus software, it does not warrant that the email
will arrive at your email address (as designated and
mapped to the 087 number) virus-free. You are
accordingly responsible for your own anti-virus software
to ensure that the email is virus-free. Please note
that when using Fax2email the sender is cautioned that
the proof of fax sent (as generated by the fax
machine) is purely confirmation that the fax has been
received by the Wonder Fax server and is not proof that
the fax has been delivered electronically to the email
address linked/mapped to the dialed 087 number, being
the intended recipient.
6.Wonder Fax specifically disclaims any liability,
whether based in contract, delict, strict liability or
otherwise, for any direct, indirect, incidental,
consequential or special damages arising out of or in
any way connected with access to or the use of the
Fax2email service, even if Wonder Fax has been advised
of the possibility of such damages, including but not
limited to reliance by any party on receiving the fax
timeously or any content obtained through the use of the
service, or that arises in connection with mistakes or
omissions in, or delays in transmission of, information
to or from the user or any interruptions in
telecommunication connections to this service or
viruses, whether caused in whole or part by negligence,
Acts of God, telecommunications failure, theft or
destructions of, or unauthorised access to the service,
or related information or programs.
7.The Fax2email users Fax number is referred to as the
user number for all active applications.
8.The Fax2email users Fax number will be mapped
(linked) to the email address supplied by the Fax2email
user on registration.
9.Only one email address may be mapped to the Fax2email
users Fax 087 number.
10.Faxes are received on the users 087 number and are
then converted to a .tif / PDF document.
11.The email address linked to that 087 number is then
obtained from the database and an email is sent to the
end user with the .tif / PDF file as an attachment.
12.The Fax2email user acknowledges that Regulators
and/or the Network Operators reserves the right to
withdraw the number allocated for the Fax2email users
Fax number. Whilst it is not anticipated that this
event will materialise, the user indemnifies Wonder Fax
and holds Wonder Fax harmless against any claims that
the user might have out of any special or incidental
loss arising there from.
13.Whilst Wonder Fax shall take all reasonable
precautions to secure intrusions by any third party to
the Wonder Fax switch and to avoid any erroneous
transmission to the Fax2email users 087 number, Wonder
Fax assumes no liability, responsibility or obligation
should the Fax2email user receive unsolicited faxes.
14.Wonder Fax shall not provide or divulge the Fax2email
users Fax number to any third party for purposes of
spamming or for marketing purposes, without the
Fax2email users consent.
15.Wonder Fax shall, from time to time, be required to
conduct maintenance and/or repairs to improve the
service to the Fax2email user. Wonder Fax shall not
always be able to notify the Fax2email user of such
maintenance and accordingly the Fax2email user accepts
that the service may be interrupted during these
periods.
16.Wonder Fax does not warrant the clarity of the fax (.tif/PDF)
received by the Fax2email user, it being acknowledged by
the Fax2email user that many factors external to Wonder
Faxs direct control can cause degradation to the fax
quality.
17.Wonder Fax does not warrant or represent that the
Fax2email user will receive a fax (.tif/PDF) within a
specified time after the sending party has sent the
fax. It is acknowledged by the Fax2email user that the
Internet delivery or third party gateways (ISPs) or
intermediary servers could slow or inhibit the delivery
of the fax.
18.The Fax2email user acknowledges that the service
operates via the Public Switched Telephone Network or
GSM network (where applicable) and accordingly there is
a possibility that the route being used by the user in
sending a fax could be interrupted, distorted, contain a
noise on the line, or any way whatsoever be interrupted
which could cause the fax to be incomplete when received
by the Wonder Fax platform. Wonder Fax will
automatically convert such fax to a .tif/PDF format and
send such .tif/PDF to the designated email address in
whatever form such fax is received. The Fax2email user
acknowledges that on receipt of such email, the fax,
when viewed, can be distorted, incomplete or display an
imperfect image. The Fax2email user acknowledges that
this is as a result of the PSTN or GSM network used in
transmitting such fax.
19.The Fax2email user accepts that there is a likelihood
of a surge of fax calls which may occur at certain times
throughout a 24-hour cycle and to the extent that surges
materialise, an engaged tone would result and in such
circumstances Wonder Fax cannot be held responsible for
Fax2email users being unable to successfully submit a
fax to a designated email address. The Fax2email user
would then be required to re-dial the number a few
minutes later at which time an available port will be
accessible.
20.The Fax2email user hereby unconditionally and
irrevocably indemnifies Wonder Fax, including its
employees, directors or any of its agents, distributors
or independent contractors, against any claims of
whatsoever nature which may be brought against Wonder
Fax, its employees, directors, agents, distributors or
independent contractors by any person of whatsoever
nature arising out of or connected with the provision of
the Fax2email service, or the failure to provide the
service as reflected in this agreement, including any
claims resulting from any negligent acts or omissions on
the part of Wonder Fax, its employees, directors,
agents, distributors or independent contractors. In
addition, the Fax2email user hereby releases and
discharges Wonder Fax, its employees and its agents from
all liabilities relating to any peril or event under an
appropriate insurance contract, it being expressly
understood and agreed that no insurer shall have any
right of subrogation against Wonder Fax, its employees,
directors, agents, distributors or independent
contractors.
21.It is a condition of use that a User who has been
allocated a Fax2email number shall ensure that the
number is used in order to satisfy the Regulator that
the number is not dormant. Wonder Fax shall deem usage
to mean an allocated number must receive at least one
fax per month. Should a number so allocated not receive
one fax per month, Wonder Fax reserves the right to
cancel such number and withdraw the number from the User
and re-allocate the number to a new user.
22.Wonder Fax shall, from time to time, send its
Fax2email users emails containing information about:
updates, amendments to the Fax2email service as well as
new products or services developed by Wonder Fax that
the Fax2email user might be interested in. The
Fax2email user will be provided the opportunity to
unsubscribe to such email notifications.
23.Where a person applies for a Fax2email number (087)
and where such person is employed at a company and uses
the companys email address associated to their name,
then such person by subscribing to the Wonder Fax
Fax2email number, confirms that they have received their
employers consent to subscribe to such Fax2email
number. Such person also confirms that they have
received their employers consent to change the email
address associated with the allocated fax number (087)
either to another email address of the company or a
different email address not associated with the company.
24.Should the Fax2email user elect to register for the
Fax2email user Administration Website, then the
Fax2email user is requested to select a unique password,
which is associated to their Fax2email number. This
password will enable the Fax2email user to amend or
update any of their profiles contained in the Fax2email
user Administration Website. The Fax2email user must
ensure that the password remains confidential at all
material times and shall not provide the password to any
person whosoever, as this may prejudice the security of
the system and the Fax2email users personal
information. Should the Fax2email user provide the
password to any unauthorized persons other than
themselves then in such event the Fax2email user
indemnifies and acknowledges that Wonder Fax shall not
be liable for any damages suffered by the Fax2email user
directly or indirectly.
THE FAX2EMAIL USER ACKNOWLEDGES HAVING READ AND
UNDERSTOOD THIS AGREEMENT AND CONFIRMS THAT IT IS NOT
ENTERING INTO THIS AGREEMENT ON THE BASIS OF ANY
REPRESENTATION NOT EXPRESSLY SET FORTH IN IT. BY USING
THE FAX2EMAIL SERVICE THE USER ACKNOWLEDGES THE TERMS
AND CONDITIONS OF THIS AGREEMENT AS HAVING BEEN FULLY
UNDERSTOOD AND AGREED TO BY THE FAX2EMAIL USER. |
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Agent
and Business Opportunity Terms |
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TERMS AND CONDITIONS THAT NEED TO BE AGREED UPON TO
BECOME A Wonder FAX AGENT
INTRODUCTION
DirectX Trading CC, trading as Wonder Fax.
The following rules of conduct and User's policies have
been established for The Agen's protection. We encourage
you to read and understand them so that you are fully
aware, not only of your own obligations, but also for
your rights as The Agent. We believe that the Wonder Fax
group's products and marketing plan are the best in the
industry. Wonder Fax is committed to maintaining
integrity of the business, its sales and marketing plan,
and its distribution network of independent Agents.
Wonder Fax reserves the right in its absolute discretion
to waive wholly or partially or to pardon or forgive
wholly or partially any breach of any of the rules
contained within this agreement.
This agreement pertains to all products and/or services
that form part of the rebate structure for the Agents of
the Wonder Fax group from time to time, unless stated
otherwise by the Wonder Fax group.
INTERPRETATION
These terms and conditions refer to the products and/or
services as indicated on any official company forms,
price lists, quotations, orders or invoices.
Wonder Fax shall be referred to as Fax2Email or The
Supplier.
Products and/or services refer to the goods, equipment,
products and/or services supplied or rendered by Wonder
Fax to The User pursuant to any order placed by The User
with Wonder Fax.
The User shall mean the person whose name appears on the
application for the service,
The Agent or The Sponsor refers to the primary reseller
of products and/or services of the Wonder Fax group.
2.6. Words importing any one gender shall include the
other two genders.
Commissionable Value
Leg
Level
Commission
Rebates
COMMISSION
The commission payable by Wonder FAX to the Agent in
terms of this Agreement shall be calculated on the
amount which Wonder FAX receives from the Service
Providers. A portion of this amount is set aside for the
Commissionable Value which can change from time to time
with seven (7) days notice
Commission payable to the Agent will be according to the
compensation plan outlined in Annexure "A".
All payments of commissions due to the Agents for a
period are paid out 60 days from the period end or later
if payment due from the Network Operator is delayed for
any unforeseen reason
A User needs to sign on as an Agent and is eligible for
commission from the date of signing
Each Agent must receive at least 5 faxes per month on
the Fax number linked to the Agent to qualify for
commission
It is not recommended that an Agent signs on more than
once unless he requires an additional fax number, in
these circumstances each additional Fax Number needs to
receive at least 15 faxes per month to qualify for the
commission linked to these new numbers
A minimum commission of £5.00’s per month is required.
Commission earned less than £5.00 is forfeited
An Agent needs to sign on at least 5 Users before
Commission is eligible
The onus is on the Agent to supply the correct banking
details to Wonder Fax to effect payment. Any payment
that cannot be paid due to administration issues will
accumulate and paid out once sorted.
The bank account supplied must comply with the taxation
regulations of the Agents domicilium
ARBITRATION
Save as otherwise expressly provided in this Agreement,
should any dispute arise between any of the parties in
regard to
the interpretation of;
the effect of;
the parties' respective rights or obligations under;
a breach of;
the termination of; or
any matter arising out of the termination of this
Agreement
that dispute shall be decided by arbitration in the
manner set out in this Clause 4.
Any dispute or difference which may arise between Wonder
FAX and the Agent shall initially be handled by each
party's account manager. The parties shall negotiate in
good faith to resolve the dispute as promptly as
possible.
If no resolution is reached, then:
for disputes relating to £5000 or more or which do not
concern breach of confidentiality, such disputes shall
be finally resolved by arbitration under the UNCITRAL
Rules in force at the date of this Agreement. It is
agreed that: (a) the tribunal shall consist of one
arbitrator (who is to be a practising barrister); (b) if
the parties do not agree upon the arbitrator, the
appointing authority shall be the Chartered Institute of
Arbitrators in London; (c) the seat of the arbitration
shall be London; and (d) the language of the arbitration
shall be English; and
for all other disputes, including disputes which concern
breach of confidentiality, the parties hereby
irrevocably submit to the exclusive jurisdiction of the
courts of England and Wales.
Nothing shall preclude either party's right to go to
such courts to seek emergency or injunctive relief.
LIMITATION OF LIABILITY
Except in respect of death or personal injury caused by
Wonder FAX's negligence or for fraudulent
misrepresentation (in which case liability is not
excluded or limited) or as otherwise expressly provided
in this Agreement and in any event to the maximum extent
permitted by applicable law:
Wonder FAX shall not be liable to the Agent for any loss
of profits, anticipated savings, wasted expenditure,
loss of business opportunities or data (whether direct
or indirect) or for any indirect, special or
consequential loss of damage, costs, expenses or other
claims for compensation whatsoever (whether caused by
breach of contract, negligence of Wonder FAX, its
employees, or agents, or otherwise howsoever) which
arise out of or in connection with this Agreement; and
Wonder FAX's entire liability under or in connection
with this Agreement shall be limited to the total amount
payable to the Agent under this Agreement in the twelve
(12) month period immediately pre-ceding the claim
giving rise to such liability.
To the maximum extent permitted by law, all statutory,
implied or tacit, terms and conditions or warranties not
set out in this Agreement are excluded by Company.
The provisions of this Clause XXXX shall survive any
termination of this Agreement for any reason.
FORCE MAJEURE
Should either party be prevented from fulfilling any of
its obligations in terms of this Agreement as a result
of an event of force majeure, then:
those obligations shall be deemed to have been suspended
to the extent that and for so long as that party is so
prevented from fulfilling them and the corresponding
obligations of the other party shall be suspended to the
corresponding extent;
the affected party shall promptly notify the other party
in writing of such event of force majeure and such
notice shall include an estimation of the approximate
period for which the suspension in terms of Clause
17.1.1 will endure. Such estimate shall not be binding
on the affected party; and
the duration of this Agreement as well as each period
within which and each date by which any obligation is
required to be performed in terms of this Agreement
shall be extended or postponed, as the case may be, by
the period of suspension in terms of Clause 17.1.1
Should a party partially or completely cease to be
prevented from fulfilling its obligations by the event
of force majeure, that party shall immediately give
written notice to the other of such cessation and the
affected party shall, as soon as possible, fulfil its
obligations which were previously suspended; provided
that in the event and to the extent that fulfilment is
no longer possible or the other party has given written
notice that it no longer requires such fulfilment, the
affected party shall not be obliged to fulfil its
suspended obligations and the other party shall not be
obliged to fulfil its corresponding obligations.
Should an event of force majeure continue for more than
30 (thirty) days after the date of the notice referred
to in Clause 17.1.2, then either party shall be entitled
(but not obliged) to terminate this Agreement with
immediate effect.
An "event of force majeure" shall mean any event or
circumstance whatsoever which is not within the
reasonable control of a party including any act of God,
strike, theft, fire, explosion, riot, change in law,
terrorist actions, insurrection or other civil disorder,
war (whether declared or not) or military operations,
international restrictions, any requirement of any
international authority, any requirement or action of
any government or other regulatory or competent local
authority, any court order, export control and shortage
of transport facilities.
WARRANTIES
The Agent gives Wonder FAX the warranties in Clause 7.2
on the basis that -
notwithstanding that Wonder FAX is or should be aware
that any warranty is or may be incorrect, this Agreement
is entered into by Wonder FAX relying on the warranties,
each of which is deemed conclusively to be both a
material representation inducing Wonder FAX to enter
into this Agreement and an essential contractual
undertaking by the Agent to ensure that the warranty is
true and correct;
each such warranty shall be conclusively deemed to be
material;
insofar as any warranty is promissory or relates to a
future event, such warranty shall be deemed conclusively
to have been given as at the due date for fulfilment of
the promise or for the happening of the event, as the
case may be; and
each such warranty shall be a separate and independent
warranty and shall not be limited by any reference to,
or inference from, the terms of any other warranty or by
any other provision in this Agreement.
The Agent warrants, represents and undertakes in favour
of Wonder FAX that:
the entry into this Agreement and/or the performance of
its obligations under this Agreement does not, and will
not:
contravene any applicable laws; and/or contravene any
provision of its memorandum and/or articles of
association; and/or contravene, violate, cause a default
and/or breach of the terms of, and/or otherwise conflict
with any contract, Agreement, indenture, mortgage or
other instrument of any kind to which it is a party or
by which it may be bound or which is binding upon its
assets; (d) all authorisations, consents, approvals,
resolutions, licenses, exemptions, filings and
registrations which are required, necessary or desirable
under all applicable laws to enable it to lawfully enter
into, exercise its rights and comply with its
obligations under this Agreement have been obtained or
effected and are, and will for the duration of this
Agreement remain, in full force and effect;
it has disclosed to Wonder FAX, in writing, all facts
and circumstances which are, or which may reasonably be
regarded to be, material to Wonder FAX in entering into
this Agreement;
this Agreement and/or any material utilised by the Agent
in fulfilling its obligations in terms of this Agreement
does not and will not contravene or infringe upon any
third party rights or conflict with any law;
the marks (symbols, logos) of any materials used by the
Agent do not infringe upon the trademark or other rights
of third parties;
it owns and is entitled to use any materials supplied to
Wonder FAX in terms of this Agreement;
it shall not contravene any rules or regulations of an
applicable advertising standards body regarding any
advertisements produced and/or the advertising material
supplied;
it shall not do or fail to do anything which may result
in the cancellation or revocation or other breach of any
provision of Wonder FAX's licence or which may result in
Wonder FAX being in breach of any applicable law and/or
the licence; and
it shall perform all obligations under this Agreement
using reasonable care and skill, exercising care and
diligence.
The Agent shall defend, indemnify and hold harmless
Wonder FAX and its officers, directors, shareholders and
employees, from and against any and all costs, expenses,
claims and liabilities (including reasonable attorneys’
fees) resulting from the actions of or breach by the
Agent (or its employees, agents or contractors,
including without limitation any Sub-Agents) arising out
of, in connection with, this Agreement. This
indemnification shall include, but not be limited to,
breach of any provision of this Agreement,
misrepresentation of Wonder FAX's services or prices,
the fraudulent, unauthorised or illegal acts of the
Agent (or its employees, agents or contractors,
including without limitation any Sub-Agents) and
unauthorised transfers of customers either to or from
Wonder FAX's services.
CESSION AND ASSIGNMENT
The Agent may cede or sell his Agents network, Wonder
Fax needs to be notified in writing 60 day’s before the
cession is required to be in effect.
RESTRAINT
From the date of this Agreement and for such period as
commission accrues under this Agreement, the Agent shall
not solicit, divert, convert or interfere, either
directly or indirectly, with any customer of Wonder FAX
in relation to any services provided by Wonder FAX which
are then the subject of a contract between Wonder FAX
and such customer, nor shall the Agent take any action
directed at any of the foregoing.
In addition, during the term of this Agreement and for 6
(six) months thereafter, the Agent shall not interfere
with the relationships which Wonder FAX has with its
suppliers, manufacturers, distributors, wholesalers,
sales agents or other companies with which it conducts
business and shall not induce, solicit or hire any
employee or sales agent of Wonder FAX.
TERMINATION OF THIS AGREEMENT
This agreement commences on the date of acceptance by
The Agent of these terms and conditions and continues
indefinitely unless the Agent terminates the agreement
in writing with 30 days notice.
If The Agent is a person and not a legal entity, and the
Agent dies, then this agreement shall be deemed to have
been terminated by The Agent on the date of The Agent's
death and the provisions of clause 8 shall apply mutatis
mutandis. Should The Agent breach any material term of
this agreement then Wonder Fax shall be entitled,
without prejudice to any of its other rights under this
agreement and/or in law and by giving written notice, to
immediately terminate this agreement or to claim
immediate specific performance of all ofThe Agent's
obligations whether or not due for performance, in
either event without prejudice to Wonder Fax's right to
claim damages. With effect from the date of such notice,
The Agent shall have no entitlement to any commission of
any kind from Wonder Fax
NOTICES<!--[endif]-->
Any notice required to be given pursuant to this
Agreement shall be in writing, and shall be sent to the
other party using the details set out below. Notices may
be sent by email or fax.<!--[endif]-->
GENERAL <!--[endif]-->
<!--[endif]-->In the event of either party enforcing any
of its rights in terms of this Agreement, the defaulting
party shall be liable for the costs incurred by the
aggrieved party as on the scale between attorney and own
client. Each party shall bear their own costs incurred
in the preparation, negotiation, drafting and
implementation of this Agreement.
This Agreement sets forth the entire understanding of
the parties and supersedes any and all prior agreements,
arrangements or understandings relating to the subject
matter of the Agreement. The parties acknowledge that:
(a) they have not entered into the Agreement in reliance
of any representations, terms or other assurances not
expressly set out in the Agreement; (b) their sole
remedies in relation to the Agreement are those for
breach of contract; and (c) that this Clause does not
apply in respect of any fraudulent representations.
<!--[endif]-->
Except as expressly provided by this Agreement, the
terms and conditions of this Agreement may only be
amended or modified by a written document signed by both
parties.<!--[endif]-->
All terms and conditions of the Agreement which
expressly survive this Agreement or which by their
nature are intended to survive termination of the
Agreement shall so survive.
If any term, condition, clause or provision of the
Agreement is held to be illegal or unenforceable, the
validity or enforceability of the remainder of the
Agreement shall not be affected thereby. <!--[endif]-->
Failure by Wonder FAX to enforce any of its rights under
the Agreement will not act as a waiver of that right
unless Wonder FAX acknowledges the waiver in writing. No
single waiver shall be deemed a continuous waiver.<!--[endif]-->
A person who is not a party to this Agreement shall not
have any rights under or in connection with it by virtue
of the Contracts (Rights of Third Parties) Act 1999 but
this does not affect any right or remedy of a third
party which exists, or is available, apart from that
Act. The rights of the parties to terminate, rescind or
agree any variation, waiver or settlement under this
Agreement are not subject to the consent of any person
that is not a party to this Agreement.<!--[if !supportLists]-->
<!--[if !supportLists]-->This Agreement is governed by
the laws of England and Wales |
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