AGREEMENT FOR AMBASSADORIAL SERVICES
This AGREEMENT (the “Agreement”) is dated as of 8 March, 2014 (the “Effective Date”)
executed by and among QUIPPER LIMITED (“the Company”) and you (“the Ambassador”).
In consideration of the mutual promises and covenants contained below, the parties agree as
follow:
1. Services to be rendered.
The ambassador shall perform the following marketing and sales services to the best of his or her
abilities and to the Company’s satisfaction, including without limitations:
(A) Developing and implementing a marketing campaign, program and plan for the use of
Quipper School service by way of supporting new users with outline account creation,
activation and familiarization. The Ambassador is free to decide how best to conduct these
activities, but will be guided, advised and provided with briefing information by the Company
(B) Making introductions to, or otherwise initiating relationships with prospective teachers and
students (“users”). Users are defined and understood in this Agreement as teachers or students
that are either prospective or already established on the Quipper School services.
The Ambassador shall begin providing the services provided herein, pursuant to the terms of
this Agreement, only after this Agreement is personally received from a representative of the
Company, and the Ambassador may not claim compensation under this Agreement for any
predating the receipt of this Agreement.
2. Independent contractor status.
The Ambassador expressly acknowledges that he will be acting as an independent contractor and
not as an employee or agent of the Company. The Ambassador shall to set his or her own hours
and appointments.
3. Performance of Ambassador
All work performed hereunder by the Ambassador shall be of the highest professional standards
and performed to the Company’s reasonable satisfaction.
Working arrangements:
The Ambassador has no formal working hours, or specific regular duties and shall not be
considered an employee of the Company. The Ambassador shall only receive compensation
based on month-end results as detailed above. The Ambassador shall not receive hourly,
weekly or pre-defined monthly payments.
The ambassadorial campaign will be reviewed at the end of each month and may be
terminated altogether at the end of a given month, whereby the Ambassador should be given
one week’s notice by the Company.
In the event of multiple Ambassadors claiming responsibility for activating the same students,
the Company will arbitrate by contacting all parties to ascertain the correct Ambassador for
each student involve in the dispute and arbitration process.
The Ambassador is expressly forbidden to:
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Impersonate or act on behalf of any user of the service, be they a teacher , student or any
other person;
Fabricate the accounts of false users, be they a teachers, students or any other person;
Intimidate or bully teachers or students or any other users in order to increase their
compensation;
Share the proceeds of their ambassadorial compensation with service users;
Seek to earn personal compensation from their role or the Quipper School service from
any source other than the Company, including but not limited to any users of the service;
Seek to receive payment for any other source for the user of the Quipper School service;
Otherwise bring the Company into disrepute, damage its reputation or misinterpret its
service and goals.
4. Definition of “Activated” Status:
A student is defined as “Activated” when he/she has registered a unique account with a username
and password and answered a minimum of ten questions per week for two consecutive weeks.
5.
Reward condition:
5.1 Ambassadors
When an Ambassador activates a student in their own own school or place of work, the
Ambassador will receive TEN PESOS (PHP 10.00) per activated student.
This document refers to Ambassadors working in schools other than their own place of work as
“External Ambassadors”.
5.2 External Ambassadors Only
When an External Ambassador activates students in any school other than their own place of work
which currently has no existing Ambassador, the External Ambassador will receive THIRTY
PESOS (PHP 30.00) per activated student.
5.3 External Ambassadors and New Ambassadors
If an External Ambassador activates students in a school which has no Ambassador and an
Ambassador is then subsequently selected from within that school, the External Ambassador will
continue to receive THIRTY PESOS (PHP 30.00) per student activated henceforth.
5.4 External Ambassadors and Existing Ambassadors
External Ambassadors may not activate students in a school other than their own which already
has one or more Ambassadors without the express written permission of those existing
Ambassadors. The External Ambassador will receive TEN PESOS (PHP 10.00) for each student
he/she activates in a school which already has an existing Ambassador.
6. Revoking Ambassador Status:
Quipper Ltd. reserves the right to revoke Ambassador status from any Ambassador that fails to
meet any or a combination of the conditions outlined below.
6.1 Total Activation and Ongoing Loyalty
Quipper Ltd. reserves the right to revoke Ambassador status from any Ambassador when he/she
meets both the following criteria:
- has activated fewer than thirty students within the last thirty days, from the date of checking.
- has a loyalty rate of less than 30% in any school in which they are active. A student is defined as
“Loyal” when he/she has answered a minimum of ten questions in the last 30 days, from the date
of checking.
6.2 Non-responsiveness
Quipper Ltd. reserves the right to revoke Ambassador status from any Ambassador that has not
answered messages and/or phone calls from representatives from Quipper Ltd. within a seven day
period.
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Trade Secrets:
(A) With respect to the Company’s special business techniques, analysis of the market, forms, soft
ware programs, lists of users and all other information regarding use of the Quipper School
service, the Ambassador acknowledges that all of such information:
(1) Belongs to the Company;
(2) Constitutes specialized and highly confidential information not generally known in
the industry; and
(3) Constitutes trade secrets of the Company.
Accordingly, the Ambassador recognizes and acknowledges that it is essential to the
Company to protect the confidentiality of such trade information.
(B) The Ambassador thus agrees to act as a trustees of such information and of any other
confidential information he acquires in connection with his or her association with the
Company. Further, as an inducement to the Company to retail him as an Ambassador, he will
hold such information in trust and confidence for the use and benefit solely of the Company.
(C) During the term hereof, and for thirty-six (36) months thereafter, the Ambassador shall not
disclose such information to any person, firm, association, or other entity for any reason or
purpose whatsoever, unless such information has already become common knowledge or
unless the Ambassador is required to disclose it by judicial process.
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Agreement not to compete:
The Company has retained the Ambassadors only for the purpose set forth in this Agreement, and
his or her relationship to the Company is that of an independent contractor. During the term
hereof, The Ambassador shall not, directly or indirectly, enter into or in any manner take part in,
any business, profession, or other endeavour which competes with the Company during the term
of this Agreement. The Ambassador shall not so compete either as an employee, agent,
independent contractor, owner, or otherwise.
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Restrictive covenant:
(A) For a period of one (1) year after the expiration or termination of this Agreement for any
reason, whether with or without cause, or for a period of time equal to the length of the
Ambassador’s retention by the Company if such tenure has been for less than one (1) year, the
Ambassador will not, directly or indirectly, contact any then-existing teacher, student or user
of the service of the Company for the purpose of any business activity on behalf of any other
person, firm, company, or corporation.
(B) The Ambassador further acknowledges that: (1) in the event his involvement with the
Company terminates for any reason, her will be able to earn a livelihood without violating the
foregoing restrictions; and (2) that his ability to earn a livelihood without violating such
restrictions is a material condition to his retention by the Company.
10 Warranty against prior existing restrictions.
The Ambassador represents and warrants to the Company that he or she is not a party to any
agreement containing a non-competition clause or other restriction with respect to: (A) the
services which he is required to perform hereunder; or (B) the use or disclosure of any
information directly or indirectly related to the Company’s business or to the services he is
required to render pursuant hereto.
11 Prohibition against assignment.
The Ambassador agrees, for himself or herself and on behalf of his successors, heirs, executors,
administrators, and any person or persons claiming under him by virtue hereof, that this
Agreement and the rights, interests, and benefits hereunder cannot be assigned, transferred,
pledged, or hypothecated in any way and shall not be subject to execution, attachment, or similar
process. Any such attempt to do so, contrary to the terms hereof, shall be null and void and shall
relieve the Company of any and all obligations or liability hereunder.
12 Severability
If any provision, paragraph, or subparagraph of this Agreement is adjudged by any court of law to
be void or unenforceable, in whole or in part, such adjudication shall not be deemed to affect the
validity of the remainder of the Agreement, including any other provision, paragraph, or
subparagraph. Each provision, paragraph, subparagraph of this Agreement is declared to be
separable from every other provision, paragraph, subparagraph and constitutes a separate and
distinct covenant.
13 Termination of agreement.
This Agreement may be terminated by either party upon the giving of a thirty (30) day written
notice.
14 Binding effect.
This Agreement shall be binding upon, and inure to the benefit of, the Company and its
successors, assigns, heirs, legal representatives, executors, and administrators.
15 Attorney’s fee
If either party hereto shall breach any of the terms hereof, such party shall pay to the nondefaulting party all of the non-defaulting party’s costs and expenses, including attorney’s fees,
incurred by such party in enforcing the terms of this Agreement.
16 Governing law
This Agreement shall be subject to, and governed by, the laws of the Republic of the Philippines.
17 Headings
The headings in this Agreement are inserted for convenience only and shall not be considered in
interpreting the provisions hereof.
18 Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.