COMMISSION REFERRAL AGREEMENT
THIS AGREEMENT
is made on the date selected below
BETWEEN:
(1) The Video News Factory Ltd
(Company registration number 07321906) whose registered office is situated at 100, Avebury Boulevard, Milton Keynes, MK9 1FH ("TVNF"), trading in part as MirrorMe for the creation of AI-powered avatar-based video content; and
(2) This section will not be filled out in the e-form and will be completed internally by TVNF as needed.
1. DEFINITIONS
TVNF Services: Services supplied by TVNF including those under the trading arm MirrorMe, as listed in Schedule 1.
MirrorMe: The trading arm of TVNF focused on AI-powered avatar creation and video content production.
Sale: A contractually binding agreement between TVNF and a customer for the purchase of MirrorMe and TVNF Services.
Minimum Sales Targets: The agreed annual sales targets as outlined in Schedule 3.
2. APPOINTMENT OF AGENT
2.1 TVNF appoints the Agent as a non-exclusive commercial agent for the sale of TVNF Services, including MirrorMe services.
2.2 TVNF reserves the right to appoint additional agents or conduct sales directly without granting any exclusivity.
2.3 All lead assignment and commission disputes will be resolved at the sole discretion of TVNF.
3. DURATION
3.1 This Agreement is valid for an initial 12-month period and will automatically renew for up to two further years, subject to meeting sales targets.
3.2 Either party may terminate the Agreement with written notice: one month during year one, two months during year two, and three months thereafter.
4. DUTIES OF TVNF
4.1 Act in good faith and provide marketing materials, technical support, and product updates.
4.2 Issue commission statements and provide sales data on request.
4.3 Inform the Agent of changes to pricing, availability, or business terms.
4.4 Collaborate with the Agent to address any unauthorised use of MirrorMe or TVNF assets.
5. DUTIES OF THE AGENT
5.1 Promote and actively generate leads for MirrorMe services.
5.2 Submit all leads via the MirrorMe CRM system, unless otherwise agreed.
5.3 Refrain from competing services without prior written consent from TVNF for three years post-termination.
5.4 Disclose agency status when dealing with prospective clients.
5.5 Bear all costs related to agency operations.
5.6 Provide quarterly activity and strategy reports, unless otherwise agreed.
6. COMMISSION
6.1 The Agent will earn commissions as per Schedule 3:
10% on all new business sales in the first year.
5% on renewals during the Agreement term.
6.2 Commission becomes payable 30 days after TVNF receives cleared funds.
6.3 Commissions are forfeited if the Agent is in breach of contract.
7. TERMINATION
7.1 Either party may terminate the Agreement if:
The Agent fails to meet Minimum Sales Targets unless otherwise agreed.
A material breach occurs without remedy within 14 days.
The Agent enters bankruptcy or insolvency.
7.2 Termination does not affect pre-existing rights or obligations.
8. INTELLECTUAL PROPERTY
8.1 All MirrorMe and TVNF content, Avatars, and digital assets remain the exclusive property of TVNF.
8.2 The Agent must not misuse or misrepresent TVNF’s intellectual property.
9. CONFIDENTIALITY
9.1 Confidential business information must not be disclosed during the term of the Agreement or for five years after termination.
9.2 The Agent must comply with UK GDPR regulations.
10. ANTI-BRIBERY
10.1 The Agent must comply with the UK Bribery Act 2010 and report any concerns promptly.
11. VARIATIONS
11.1 No variation of this Agreement is valid unless agreed in writing by both parties.
12. GOVERNING LAW & JURISDICTION
12.1 This Agreement is governed by the laws of England and Wales.
12.2 The courts of England and Wales have exclusive jurisdiction over any disputes.
SIGN & SUBMIT (E-FORM COLLECTION)
Please complete your details below to finalise the agreement submission:
