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Ben Jones
Ben Jones, UK Lawyer
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I would like to work with my ex boss who has written some testing

Resolved Question:

I would like to work with my ex boss who has written some testing software which he would like me to sell. Please could you look at the agreement he is asking me to sign, and could you tell me whether or not it is legally binding. He's paid me late in the past and I would like to prevent that in the future. Many thanks.
Submitted: 2 years ago.
Category: Law
Expert:  Ben Jones replied 2 years ago.
Ben Jones :

Hello, my name is ***** ***** it is my pleasure to assist you with your question today. What do you mean by if it is legally binding - what aspects in particular?

Customer:

May I copy and paste the agreement here please? I would like to know if it is legally binding if he did not pay me within the 7 days as is stipulated in the agreement.

Ben Jones :

ok go ahead please

Customer:

thank you so much. I'm copying it now.

Customer:

sorry having a few problems copying it. Please could you wait

Ben Jones :

yes no problem

Customer:

Agreement between Testenium Limited (Company No. 09367824) of 1000 Great West Road, Middlesex TW8 9HH - (TESTENIUM)

And

………………………………………………………………………………… of ………………………………………………………..

…………………………………………………………………………………………… - (…………………………………………).

Date: 03 January 2015

Testenium hereby offers a non exclusive commission based contractual agreement to ………………………………………………………………………… for marketing the Testenium products and services based on the following conditions;

1) ………………………………………………………………….. hereby agrees to market the Testenium product in the UK and in any other countries.

2) ………………………………………………………………….. should not provide prospective customers with any misleading information about Testenium products and services for any reason.

3) Testenium will provide an Order Form which needs to be signed by …………………………………………………………….. and the customer for each order. ………………………………………………............... will not use any other order form for any reason unless authorised by Testenium.

4) The signed original order form must be sent to or handed to Testenium as soon as possible, and a copy of which can be kept by ……………………………………………………………

5) Testenium will time to time arrange training for ……………………………………………………… free of charge in order to explain the details of Testenium products and services. In this case, the dates of the training will be notified to ……………………………………………. at least 7 days in advance by Testenium.

6) Testenium will pay …………………………………………………………… 15% of the sales amount only from customers who are introduced by …………………………………………………… within 7 days of cleared funds received in the Testenium’s bank account.

7) ………………………………………………………… will bear all the cost of marketing or sales including travelling.

8) ………………………………………………………… hereby agrees to publish his profile and photograph in the Testenium website. This information will be removed from the website within 24 hours by Testenium if this agreement is terminated by any party.

9) ………………………………………………………… cannot claim any sales commission for customers who are already registered through the internet by themselves or introduced by any other marketing officers.

10) Either party may terminate this agreement at any time by giving 7 days notice.

This agreement is governed by the United Kingdom Law

Signed: ………………………………… Date: Signed :……….......................... Date:

Full Name: Director of Testenium Limited

Customer:

I've sent it now. Thank you

Ben Jones :

thanks I will take a look

Customer:

sorry, are you still online please?

Ben Jones :

yes

Customer:

thanks

Ben Jones :

why did he pay late in the past?

Customer:

he was my boss in the past, and I had to chase him around for my salary every month

Customer:

I will be an independent salesperson for his software now.

Customer:

and self employed

Ben Jones :

the contract can certainly be legal - to be honest even a verbal agreement between you can be legally binding and enforceable but having a written contract is more useful as it actually defines the terms under which you work. So as you have a specific clause which deals with payment terms and specifies a payment timelime then that would be a binding term between you and the employer. The only thing is that it is dependent on cleared funds so if the funds have not cleared then payment can be delayed

Customer:

so, it is completely legal. This is an agreement, isn't it? Does it carry the same weight as a contract please?

Customer:

and do I need to alter it in any way?

Ben Jones :

it is a contract

Customer:

I see thank you. One last question please, how can I make sure he doesn't go behind my back and ask the customer to pay him without informing me of the transaction?

Ben Jones :

you may not be able to find that out - if this is done verbally and unofficially then it could be kept secret, there could be no way of finding that out

Ben Jones :

if it goes to court he could be asked to supply copies of bank statements etc

Customer:

I see. Thank you. So, is it safe for me to go ahead and sign the contract?

Ben Jones :

I cannot say whether it is a 'good' or 'bad' contract because that depends on what you want to achieve and only you know if everything you want in this relationship to be covered in these terms. But in the event of a payment dispute you can certainly use this o pursue the employer

Customer:

I will be making appointments for him to go and demonstrate the software to the customers. I suppose I could always follow up these appointments and ask if the customer was happy with the demonstration?

Customer:

that way I would know if they'd signed up with him?

Ben Jones :

you can do, I can't see anything stopping you from doing that

Customer:

thank you. So, you think I can go ahead without fear?

Ben Jones :

well all I can tell you is that you can use the contract in the event of a dispute and rely on the payment clause you have agreed

Ben Jones :

but I cannot say if in general it is the right contract fr what your intentions are

Customer:

also, he wants me to sell to government departments. Does he need anything in there for that purpose?

Ben Jones :

no, you do not have to list every option in there

Customer:

thank you. How can I get back to you if I have any further questions please?

Ben Jones :

simply start your question with 'for Ben Jones'

Customer:

All right. Thank you so much. Have a nice evening

Ben Jones :

You are welcome, all the best for now

Customer:

thank you

Customer:

you toooo

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