SALES AGENT AGREEMENT

An Agreement between ilmPages.com (The Company) and the Agent, whereby it is agreed as follows:

Definitions:

1. ‘The Company’ is www.ilmPages.com, which is a Trading Division of ilm Systems.

2. ‘The Agent’ is an independent agency that can be any Person or Business or Organisation agreeing to sell for the company or agrees to provide a Sales Service to the company. The Agent can hold the position of a Telesales Agent, a Field Sales Agent or an Agent Manager.

3. ‘The Client’ is any business or organisation agreeing to provide Money-off Vouchers, Discount Vouchers, eVouchers, Online Discount Codes, e-Codes, eCoupons or any form of Special Offers to ilmPages.com Customers and is running a promotion on www.ilmPages.com. Additionally, the Client may also run traditional advertisements on www.ilmPages.com if agreed by the company.

4. ‘The Customer’ is any person, business or organisation registered with the company, who buys or utilises the services and/or products offered by the Clients.

5. ‘Discounting Schemes’ are Promotional Methods employed by the company to promote the Client. Currently they include the Pay-As-You-Go Scheme (PAG), Pay-As-You-Earn Scheme (PAYE), Yearly Contract Scheme and the Conditional Free Trial Scheme. Within each scheme, the client can offer: Money-off Vouchers, Discount Vouchers, eVouchers, Online Discount Codes, e-Codes, eCoupons and any Special Offer.

6. ‘Advertising Schemes’ are Promotional Methods employed by the company to simply advertise the Client.

7. ‘PAG Scheme’ is a Pay-As-You-Go promotional scheme whereby the Client pays the company a subscription fee to be on www.ilmPages.com and then pays for every Qualified Business Lead the company sends the Client.

8. ‘PAYE Scheme’ is a Pay-As-You-Earn promotional scheme whereby the Client pays the company a subscription fee to be on www.ilmPages.com and then the Company pays the Customer (through Cashback), every time the customer uses the Clients services or buys products from the Client.

9. ‘Contract Scheme’ is a promotional scheme whereby the Client agrees to a Yearly Contract.

10. ‘Conditional Free Trial’ is a promotional scheme whereby the Client is allowed to try out www.ilmPages.com on the condition that if the company provides the Client with an agreed number of Qualified Business Leads, the Client agrees to a Contract Scheme. There is no commission payable until the Conditional Free Trial turns into a Yearly Contract Scheme.

11. ‘Free Listings’ are Directory Listings within www.ilmPages.com. There is no commission payable on Free Listings.

12. ‘Base Commission’ is a minimum amount of money the company agrees to pay Agents for committing themselves fulltime to finding clients and closing a minimum number of sales per month after the Agents successfully pass the probation period.

The following Terms & Conditions apply to Sales Agents. Please read them carefully as you will be bound by them:

1. Sales Agents

a. The Agent is an independent Agency, that can be a Self Employed Person, Business or Organisation and hence the Agent is solely responsible for declaring and dealing with its own Tax issues.

b. Payment will be made in gross amounts with no deductions for Tax or National Insurance.

c. The Agent agrees to and is willing to act for the company in selling for the duration of this agreement and to abide by all the terms and conditions, implied or otherwise, in this Sales Agent Agreement.

d. The company is employing the Agent non-exclusively to find Clients and to solicit orders for the sale of Discounting Schemes at the price(s) and on such other terms and conditions established by the company.

e. The Agent hereby accepts the appointment and agrees to devote his/her best efforts to solicit orders but have no authority, right or power to accept any order(s) or to assume or create any obligation on behalf of the company.

f. Each Agent will be primarily required to find Clients in the categories and / or geographical location(s) specified by the company. The Agent is however free to find clients in other areas in order to meet sales targets.

g. The Agent must not at any point start selling the Discounting Schemes to, and for any of the company’s direct and indirect competitor(s), or similar businesses.

h. The Agent must not become engaged in, or associate, or become involved with any of the companies competitors.

i. In full compensation for the services of the Agent, the company will either pay the Agent a Base Commission plus Sales Commission (for agents on PAG & PAYE schemes) or Sales Commission Only (for agents on Commission Only schemes) depending on the Sales Target the Agent achieves during the term of this agency. This is provided that the Agent has successfully passed the probation period (see clause 3).

j. The Agent must deal with all Clients in a respectful & professional manner as they are portraying the company’s image. Complaints from Clients will result in automatic termination of this agreement unless otherwise determined by senior company officials (see clause 11)

k. This Agency is personal and the Agent shall not sell, assign, convey or otherwise transfer his rights hereunder.

2. Sales Training & Company Inspections

a. Successful applicants will be given access to ilmPages Agent Control Panel & the Online Sales Training Section; this will detail all training materials, scripts, sales tools and Commission & Pay Structures.

b. This will be a self-paced sales training programme, supplemented by telephone sales training with active trainer support with sales manager interaction.

c. If after completing the training, the Agent wishes to cancel this agreement, they may do so (see clause 11)

d. Once an Agent is ready, and wishes to start selling for the company, they may request to start their Probation Period.

e. Just before the Probation Period starts, a Sales Manager from the company will come to inspect your premises to ensure that your working conditions are conducive to closing sales.

f. During the inspection, the company may setup the email client and check the Agents PC setup for functionality.

g. If an inspection is not possible due to the location of the Sales Agent, or inappropriate timings, or for any other reasons, the Sales Manager at his/her discretion may authorise the Agent to start the probation period.

h. If the Agents Sales Manager makes suggestions for improvements, these have to be implemented before your Probation Period starts.

3. Probation Period

a. Each new Agent will be given a probation period of two weeks to close one Sale.

b. If the Agent closes one Sale within two weeks, then the Agent has passed his/her Probation Period, and this Sales Agent Agreement will become fully binding and the Agent will then be eligible for that month’s Base Commission plus any additional commission on sales for Agents on PAG & PAYE schemes. For Agents on Commission Only Schemes, they will be paid Sales Commission according to the Discounting / Advertisement Schemes they sold.

c. If the Agent CAN NOT close one Sale within two weeks, then this Sales Agents Agreement will be terminated automatically and NO Payment will be made whatsoever.

d. At the discretion of senior company staff, the Agent may be allowed a second chance to pass the probation period, but this will bear no relationship with the first attempt.

e. For Agents that successfully complete their Probation Period and their first month, their Base Commission level will be determined (normally increased) according to the Pay & Commission Charts published on the Agents Control Panel and they will be allowed to progress to level 2.

4. Working Hours & Conditions

a. The Agent is expected to work Full Time.

b. The company recommends working approximately 9.30am to 6pm if you are below your targets, and similar hours if are above the sales target, so that you may progress to the next sales level.

c. The Agent is expected to make a minimum of 20 phone calls a day and log these call on the Agent Control Panel.

d. The Agent will be required to offer Free Listings to the Customer as a Sales Strategy and record the results on the Agent Control Panel as proof of working for the company.

e. Overall working hours are of course flexible because the agency is a self-employed business, but if the Agents Sales Manager believes that the Agent is not committing full efforts in this position or if the company does not get sales, the Agents position may be compromised.

f. All Agents must follow the Ethical Guidelines and Company Regulations & Guidelines, when selling to Clients. These documents along with others will be made available on the Agents Control Panel.

5. Base Commission, Sales Deals & Sales Commission for PAG, PAYE & Yearly Contract Schemes – Full Time Only

a. A Sales Deal is defined as a Customer who is promoting through a Discounting Scheme.

b. A Sales Deal is confirmed upon receipt of payment from the customer either in the form of Admin Costs, Set-Up Costs, Subscription Costs, Deposits, Part Payment or Full Payment.

c. Sales Commission is only due on paying Clients.

d. Free Listings or Conditional Free Trials are not Sales Deals, but are promotional schemes for the Client that may lead to complete sales in the future and thus future commissions.

e. Each Agent will be entitled to a Base Commission + Sales Commission, which is determined by the Discounting Scheme and the Level within the scheme the Agent is on, and the number of completed Sales per month.

f. Additional Commission is paid if the Agent achieves a certain number of sales (Bonus Commission)

g. Base Commission is paid regardless of whether the Agent has achieved their sales target for that month or not (after the Agent has successfully completed the Probation Period).

h. If the Sales Targets are not achieved, then the Agent will be put on a Lower Level within the Discounting Scheme, and that level will determine the Agents next months Base Commission.

i. If the Agent is already at the lowest scheme and / or at the lowest level, and they do not meet the minimum sales target for that month, they will still be paid the Base Commission + Sales Commission for that month, but the Agent will be automatically disqualified and this agreement will be automatically terminated unless otherwise determined by senior company staff. No prior notice will be given. Access to the Agent control Panel will also be blocked.

j. If the Sales Targets are achieved or exceeded, then the Agent will be put on a Higher Level within the Discounting Scheme, and that level will determine the Agents next months Base Commission.

k. The Commission on the Sales Deal (Sales Commission) will be determined by the Discounting Scheme sold and the number of sales Deal closed.

l. Commission(s) will only be owed to the Agent after cleared payment has been received from the Client.

m. The Agent agrees to the current Base Commission and Sales Commission Structure as displayed on the Agent Control Panel. If after given access to the Commission & Pay Structure, you no longer wish to continue as an Agent, you may cancel without any obligations, penalties and conditions (see clause 11 below).

n. The Commission Structure is subject to adjustment and change – any changes will be communicated to the Agents (through the Agent Control Panel), at which point the Agents may continue with the Agency or terminate the agency if they are not satisfied, without any penalties. Any balance will be paid to the Agent within 14 working days.

6. Super High Commission & Commission Only Schemes – Full Time & Part Time

a. A Sales Deal is defined as a Customer who is promoting through a Discounting Scheme.

b. A Sales Deal is confirmed upon receipt of payment from the customer either in the form of Admin Costs, Set-Up Costs, Subscription Costs, Deposits, Part Payment or Full Payment.

c. Sales Commission is only due on paying Clients.

d. The Commission on the Sales Deal is determined by the Discounting Scheme sold and the number of sales Deal closed.

e. Super High Commission is only available as a Full Time position while the Commission Only scheme is only available as a Part Time position.

f. Agents on the Super High Commission Scheme can also sell the Commission Only scheme as a fall back. Additionally they can also sell the PAG & PAYE Discounting Schemes as a fall back.

g. Agents on the Commission Only Scheme can NOT sell the Super High Commission scheme. However, Commission Only Agents can also sell the PAG & PAYE Discounting Schemes as a fall back.

h. When Agents fall back to sell other Discounting Schemes, their commission will be determined by the Pay & Commission Structure as displayed on the Agent Control Panel.

i. To be eligible for Super High Commission, the Agent must obtain full payment from the Client

j. Free Listings or Conditional Free Trials are not Sales Deals, but are promotional schemes for the Client that may lead to complete sales in the future and thus future commissions.

k. Each Agent will be entitled to a Sales Commission, which is determined by the Discounting Scheme the Agent has sold, and the number of completed Sales per month.

l. Additional Commission is paid if the Agent achieves a certain number of sales (Bonus Commission)

m. Commission(s) will only be owed to the Agent after cleared payment has been received from the Client.

n. The Agent agrees to the current Sales Commission Structure as displayed on the Agent Control Panel. If after given access to the Commission & Pay Structure, you no longer wish to continue as an Agent, you may cancel without any obligations, penalties and conditions (see clause 11 below).

o. The Commission Structure is subject to adjustment and change – any changes will be communicated to the Agents (through the Agent Control Panel), at which point the Agents may continue with the Agency or terminate the agency if they are not satisfied, without any penalties. Any balance will be paid to the Agent within 14 working days.

7. Advertisement Schemes – Full Time & Part Time

a. An Advertisement Sale is defined as a Customer who is promoting through an Advertisement Scheme.

b. An Advertisement Sale is confirmed upon receipt of payment from the customer either in the form of Advert Costs, Admin Costs, Set-Up Costs, Subscription Costs, Deposits, Part Payment or Full Payment.

c. Advertisement Schemes sold DO NOT count towards sales targets.

d. Agents who sell Advertisement Schemes will only be paid Sales Commission

e. Advertisement Sales Commission is only due on paying Clients.

f. The Commission on the Advertisement Scheme is determined by the Advert Size sold and the number of Advertisement Sales closed.

g. The actual Sales Commission paid to the Agent for each advert sold will be determined by the Pay & Commission Structures as displayed in the Agent Control Panel.

8. Bonus Commission And Bonus Prizes

a. Bonus Commissions and Prizes are designed to rewards achieving Agents.

b. Bonus Commissions are given in order to compensate for bills (Telephone, Broadband & Postal costs) the Agents may incur and to cover any extra time the Agent may have spent exceeding the sales target.

c. Bonus Commission will be paid on top any Base Commission and Sales Commission if the Agent meets or exceeds the Bonus Sales Targets.

d. Bonus Sales Target for any particular month will be displayed in the Agents Online Control Panel.

e. Additional Bonus Prizes will be given to Agents that show outstanding achievements or exceed expectations.

f. Details of any Bonus Prizes will be clearly shown in the Agents Control Panel. Winners will also be announced the following month.

g. The frequency of Bonus Prizes and the prizes themselves will be determined by company officials only.

h. No cash alternatives for the prizes will be made.

9. Payment of Commissions

a. Agents will be required to invoice the company, clearly stating the Base Commission plus Sales Commission and any Bonus Commissions – an invoice template will be provided by the company

b. All payments will be gross amounts.

c. Payment will be made at the beginning of each month and may take up to 7 working days, after the commission has been determined and verified. All efforts will be made to make the actual payments within 3 working days.

d. All cheques will be posted by Royal Mail Recorded Delivery, which needs to be signed for by the Agent.

e. Payment will be made initially through Cheque, but for performing Agents, payment will be made electronically where and when possible.

f. Cheques will be payable to the Trading Name (Agency) if one is specified, otherwise to the Agents Name.

g. No cash payments will be made – this is for accounting & taxation reasons.

10. Non-Disclosure

a. In consideration of being made privy to trade-secret information belonging to the company, the Agent hereby agrees not to disclose or discuss any information with any competitors or any third parties and to treat this information as trade-secrets belonging to the company.

b. This agreement will remain in force until the company notifies the Agent by writing, of what is no longer a trade-secret, releasing the Agent of any obligations.

c. In the event that legal action is taken against the Agent for disclosing trade secrets, the company will be entitled to recover all costs relating to court proceedings, expenses and attorney’s fees.

11. Cancellation of Sales Agent Agreement:

a. If the Agent, after signing this agreement and viewing the Commission and Pay Structure, or after completing the Sales Training, wishes to cancel, the Agent may do so without any obligation, penalties or conditions, provided an email is sent to the company at the following address: Agents@ilmPages.com. The company will confirm the cancellation with a return email.

b. If after singing this agreement, and after having started selling for the company, the Agent wishes to voluntarily cancel this agreement, he/she may do so without any obligation, penalties or conditions, as long as the Agent provides a written confirmation, signed and delivered by recorded delivery. Any outstanding commissions will be paid within 14 working days.

c. If the Company wishes to cancel any Agent Applications, it may do so without any obligations, penalties or conditions. The company has the right to refuse any application without offering any explanations. In any case, the company will inform the Agent by email.

d. The company may also cancel the Sales Agent Agreement if it believes that a particular Agent is not selling full time or is not making their best effort to sell, or is not selling in favour of the company or if the Agent does not follow the Ethical Guidelines offered by the company or for any other reason the company believes that will be detrimental to its sales operations.

e. The company may also cancel any Sales Agent Agreement if the Agent fails to follow any of the many company regulations and guidelines, or breaches any of the terms and conditions mentioned in this Sales Agent Agreement. Such agreement and guidelines will be made available during training and on the website for perusal.

12. Termination after Probation Period:

a. If the Sales Agent is not able to meet their minimum sales target allocated each month and they are already on the lowest Scheme & lowest level, then this agreement will automatically terminate. No prior notice will be given. Access to the Agent Control Panel will also be removed.

b. If the Agent fails to follow company regulations and guidelines, or breaches any of the terms and conditions mentioned in this whole agreement, then this agreement will automatically terminate. Any commissions earned will be nullified unless otherwise determined by senior company staff. Any decision is final.

c. If an Agent wishes to terminate this agreement they may do so as long as they give a 2 weeks notice period, provide a written confirmation and deliver the notice by recorded delivery. Any outstanding commission owed to the Agent will be settled within 14 working days of the notice.

d. If the Agent becomes deceased, this agreement will terminate.

e. If the Agency Scheme itself fails to produce the desired sales results or if the Agents themselves are not receiving a reasonable monthly commission, the company, at its discretion, may terminate some or all agency agreements without any consequences, legal or otherwise, whatsoever. The company reserves full rights to do what is necessary to ensure its survivability and prosperity.

f. If the Agent becomes engaged in, or associate with or becomes involved with a competitor or similar business to that of the company, the Agents agreement will be terminated and all commission earned or owed will be nullified.

g. If any Agent completes any sales deals by misappropriation, misrepresentation, falsehood, lying or any other way other than described by the company, then this agreement will automatically terminate and any commissions owed to the Agent will be nullified and maybe given as compensation to the Client.

h. The Company reserves full and all rights to terminate any Agent Agreement immediately and without giving any reason or explanations at any time.

i. The company maintains full legal powers to do whatever it feels is necessary for the protection of the company, staff, Clients and Customers.

13. Non-Compete

a. The Agent hereby agrees that upon the termination of this agreement, whether voluntarily by the Agent or termination by the company, the Agent will NOT compete with the companies businesses and other business divisions, whether they be services, products or activities, profit making and non-profit making, directly or indirectly, within the UK and from any other country.

b. The Agent agrees not to be employed by or work on behalf of any business that competes with the company or any similar business that may become a competitor to the company, directly or indirectly, for a minimum of one year from the date of termination.

c. The non-Compete agreement will remain in full force for five years from the date of termination.

d. Any breach of the Non-Compete agreement will result in legal action against the Agent, whereupon the company will be entitled to recover from the Agent full legal costs relating to court proceedings, expenses and attorney’s fees.