1. To participate as a Network Partner, you must submit a complete registration form. UTR will evaluate your application and notify you of the decision to accept or reject your application. UTR may, in its sole discretion, reject your application and terminate the Agreement for any reason without any compensation being due by UTR for such termination. Participation as a Network Partner is limited to parties that lawfully can enter into contracts under applicable law. Being accepted as a Network Partner does not mean that you are guaranteed any UTR clients or any UTR sourced work.
2. You agree to provide UTR with complete and accurate up-to-date information about you and your company. UTR has the right to confirm or otherwise verify, in its sole discretion, the truth and accuracy of any registration information at any time.
3. You may not in any manner misrepresent or embellish the relationship between UTR, the Client and you.
2) SERVICE PROVISION
1. Should a Client of UTR require any services - for which you have confirmed to UTR you have the expertise and capacity to provide - in a location you have confirmed to UTR you are capable of operating in, then under a Service Agreement you will provide all agreed services to the Client in exchange for compensation agreed detailed in the Service Agreement.
2. You will provide the Service Agreement to the UTR Client based on your Terms and Conditions and will add a section titled Contract Management detailing UTR’s management of the Service Agreement. UTR will manage all contracts between you and a UTR Client to ensure compliance and fulfilment from all Parties. This section can be provided by UTR.
3. You will not misrepresent your skill base or services you can provide.
4. You confirm that all relevant employees, agents and permitted sub-contractors are properly qualified, experienced, licensed (where applicable) and competent to properly perform the agreed Services.
5. All documentation provided to a Client by UTR and by you will display your logo and the logo of The Universal Trade Route.
6. When operating under this Agreement and any applicable Service Agreement you are operating on behalf of UTR, and must abide by the UTR Code of Conduct, Section 5.
1. Subject to other provisions in this Agreement and the Code of Conduct you will receive compensated for any service you provide to a UTR Client as detailed in the Service Agreement.
2. The method, terms and amount of compensation will be agreed between UTR, the Client and you in a Service Agreement, prior to any service being provided. UTR’s commission will also be agreed and detailed in the Service Agreement.
4) RESTRICTED ACTIVITIES
1. You must comply with the law, the UTR Code of Conduct, the Service Agreement and all other terms of this Agreement when working for a UTR Client.
2. Your participation as a Network Partner and the provision of services to UTR Clients must at all times be in compliance with all applicable laws, regulations and best practices of your native country and any country in which you operate.
3. You may not engage in any activity - in connection with your participation as a Network Partner or in the provision of services to a UTR Client - that violates intellectual property or proprietary rights of third parties. This includes, but is not limited to, incorporating a third party's trademark in Promotional Material or in negotiations without prior written consent.
4. You will not adopt or use any company name, any trademark, trade name, brand, logo, domain name, or URL of The Universal Trade Route Ltd. without prior written consent.
5. You will not contact any UTR Client outside of this agreement with the specific aim of gaining a Service Agreement that excludes UTR.
5) CODE OF CONDUCT
1. Comply with all applicable local and international laws. This requirement involves working in accordance with any relevant statutory requirements which may apply to any work undertaken.
2. Work in a competent and responsible manner. You shall act in a professional, courteous and respectful manner when representing UTR or any UTR Client.
3. Have particular regard to matters of health and safety.
4. Provide Clients with clear information about services offered and the cost of said services. You must be clear about the nature and extent of the services that will be provided and be clear of all costs incurred, through the Service Agreement.
5. Provide Clients with a clear outline of work completed and work yet to be completed.
6. You are responsible for the actions of your employees and any subcontractors, sub-consultants, advisers and agents.
7. Seek to ensure Client satisfaction through the provision of a clear method for handling Client complaints.
8. Uphold the standing of The Universal Trade Route and all companies within the UTR Community.
6) PRIVACY AND CONFIDENTIALITY
1. In connection with your participation as a Network Partner you will be provided with data and information that is confidential and proprietary to UTR or a UTR Client(s), as is designated by the disclosing party or that is reasonably understood to be proprietary or confidential. Confidential Information does not include information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement, any applicable Service Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party can show it had in its possession prior to the date of this Agreement. You may deliver a copy of such Confidential Information if (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys or other agents on a confidentiality basis and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to UTR. Upon termination of this Agreement you must destroy or return any Confidential Information provided to you under this Agreement or any Service Agreement and if requested by UTR provide a certification of destruction.
2. You are obliged to share all information regarding a Client and the fulfilment of the Service Agreement with UTR.
7) COMPLIANCE AND MONITORING
1. You agree that UTR and the Client may monitor or audit your activities, or those of your Agents, in relation to your participation as a Network Partner and services you provide to the Client. You will not seek to block or otherwise interfere with the monitoring.
2. You warrant that you are not currently under order or investigation by any federal, state, local or international regulatory or law enforcement organization. You will inform UTR if at any point during your participation as a Network Partner you become under such order or investigation.
3. Any infractions of this Agreement may be monitored and enforced globally in UTR’s discretion.
4. If UTR, in its sole discretion, believes that you or your Agents have breached this Agreement or that you or your Agents have engaged in fraudulent activity, it may take any and all steps it deems appropriate including but not limited to:
a. Issue a warning;
b. Conduct an investigation;
c. Suspend your participating as a Network Partner;
d. Terminate your participation as a Network Partner as a whole; and/or
e. Withhold or recover any compensation.
5. In addition to any other available remedies, UTR may, at its sole discretion, seek, without limitation, specific performance, injunctive relief and/or attorneys' fees.
8) INTELLECTUAL PROPERTY
1. If your application to become a UTR Network Partner is accepted, UTR grants you a revocable, non-exclusive, non-transferable (unless UTR approved your use of Agents), right to use UTR’s logo for Promotional Methods related to the UTR Community and this Agreement.
2. You may not engage in any activity - in connection with your participation as a Network Partner or provision of a service to a UTR Client - that violates intellectual property or proprietary rights of third parties. This includes, but is not limited to, incorporating a third party's trademark in Promotional Material without prior written consent.
3. You authorize UTR use of, but not property rights to, your trademarks, service marks, trade names, company names and copyrighted material to promote your participation as a Network Partner and advise Clients of your services.
4. All Parties may revoke any license to use certain Intellectual Property at any time for any reason or no reason, in their sole discretion.
5. You acknowledge that you obtain no proprietary rights in The Universal Trade Route Ltd, or its corporate trademarks, service marks, trade names, URLs, copyrighted material, patents and patent applications or other intellectual property, and agree not to challenge The Universal Trade Route Ltd, or its corporate affiliates' proprietary rights in any way.
9) TERMS AND TERMINATION
1. This Agreement shall commence once UTR has sent you confirmation of your acceptance via email, in effect 24 hours after confirmation is sent, and shall continue until terminated in accordance with the terms of this Agreement.
2. You may terminate this Agreement and your enrolment as a Network Partner upon two (2) months written notice.
3. UTR may terminate this Agreement and your enrolment as a Network Partner at any time for in its sole discretion upon two (2) months written notice.
4. UTR may terminate this Agreement and your enrolment as a Network Partner with immediate effect in a breach of this Agreement.
5. Upon termination you and UTR will fulfil any applicable Service Agreement, ensuring all applicable payments are fulfilled and services conclude as agreed.
6. Where you fail to fulfil the Agreement properly to the standard required in this Agreement and any applicable Service Agreement, UTR is entitled to claim all damages, loss and compensation which directly or indirectly are a consequence of your failure to fulfil the Agreement properly.
10) REPRESENTATIONS, WARRANTIES, DISCLAIMERS AND LIMITATIONS
1. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf.
2. You represent and warrant that (i) any Promotional Content you create, any trade names or trademarks used pursuant to Section 8, and your Promotional Methods do not and will not infringe any third party's Intellectual Property or Proprietary Rights; (ii) you, as signatory, are over 18 years of age; and (iii) all relevant employees, agents and permitted sub-contractors are properly qualified, experienced, licensed (where applicable) and competent to properly perform the agreed Services.
3. You will defend, indemnify and hold UTR and the Client (collectively, the "Indemnified Party") harmless against all claims, liabilities and expenses claimed or incurred by an Indemnified Party as a result of any third party claim directly or indirectly arising from or related to (i) any breach by you or your Agents of this Agreement (ii) violation by you or your Agents of applicable laws or regulations, (iii) any claim that you are obligated to pay tax obligations in connection with services and compensation arising from your involvement as a UTR Network Partner.
4. In the result of a breach of the Agreement UTR will be limited to the agreed terms of any applicable Service Agreement. If no such agreement exists then UTR will have no obligation to pay compensation for your removal as a UTR Network Partner.
5. You agree to fulfil any and all Service Agreements to the fullness of such agreement.
6. All Parties understand and agree that this Agreement creates an independent contractor relationship, not an employment relationship. You acknowledge and agree that UTR will not provide you with any employee benefits, including but not limited to any employee stock purchase plan, social security, unemployment, medical, or pension payments.
1. This Agreement is governed by the laws of Hong Kong. You expressly waive and withdraw your rights under any law or statute conferring jurisdiction on the basis of nationality to courts other than the one expressly designated above.
2. You accept that English is the language of this Agreement.
3. UTR may amend this Agreement by notifying you by email. You may review a revised Agreement for up to one (1) month after your notification. After one (1) month, the revised Agreement will automatically take effect and become fully enforceable. If you do not agree with the revised Agreement please contact UTR to discuss.
4. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null and void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement.
5. UTR’s failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of UTR’s right to subsequently enforce such provisions or any other provision of this Agreement.
Network Partner Agreement
PLEASE READ THESE TERMS AND CONDITIONS ("AGREEMENT") CAREFULLY BEFORE REGISTERING AS A NETWORK PARTNER FOR THE UNIVERSAL TRADE ROUTE LTD. ("UTR"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR REGISTRATION AND SERVICE PROVISION AS A UTR NETWORK PARTNER.
By registering as a UTR Network Partner you (the "Network Partner" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all UTR Network Partners. This Network Partner Agreement ("Agreement") is made by and between you ("you" or "your") and The Universal Trade Route Limited (“UTR”) of Rm 2912 Tower 2, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.
As a Network Partner of the UTR Community (the "Community" or “UTR Community”), you will provide services to UTR Clients in exchange for agreed compensation. This Agreement is effective as of 1st June 2014.