Sales Agent Agreement

This agreement is made between Macrigi Ltd, a company registered in England and Wales under company number 09787379, with registered office at 207 High Street, Tunstall, Stoke-on-Trent ST6 5EG, England and VAT number GB 244359401 ("Macrigi"), and the professional user registered on and approved by the platform as Sales Agent (the "Business Partner"). The agreement is accepted electronically using the relevant checkbox and takes effect when Macrigi approves and activates the account. No paper signature is required.

The Business Partner independently carries out promotional, presentation, referral and commercial support activities relating to services, Producer membership plans and products available on macrigi.com. The title Sales Agent identifies an internal commercial role within the platform and does not grant authority to represent Macrigi.

The Business Partner may not sign or enter into contracts on behalf of Macrigi or Producers, collect money, incur obligations, alter prices, discounts or terms, or give unauthorised guarantees. Registrations, subscriptions, orders, payments and acceptances are handled exclusively through the Macrigi platform.

The Business Partner organises their own activity independently, without fixed working hours or subordination, using their own resources and meeting their own tax, social-security, insurance and licensing obligations. Nothing in this agreement creates an employment relationship, partnership, joint venture or franchise. The legal classification of the relationship nevertheless depends on the activities actually carried out and any mandatory rules that apply.

Macrigi may assign the Business Partner a local territory or another expressly defined area, shown in the account or confirmed in writing. While that assignment remains in force, Macrigi will not appoint another person to the same role in the same area. This exclusivity applies only to the appointment itself and does not create a right to commission on users who register independently or are not linked to the Business Partner’s code.

The customer must enter the Business Partner’s personal code during their first registration. Once verified, the link cannot be changed by the customer or the Business Partner; Macrigi may correct it where there is a documented technical error, fraud or an obviously incorrect record. While the relationship remains active, subsequent sales and repeat orders from the linked customer generate the applicable commission even without further commercial involvement. No commission is payable on independent registrations that do not include the code.

The Sales Agent is entitled to a fixed commission of 6% on Producer membership packages and product sales attributed to their code. No additional categories of commission apply. Commission is payable only where the transaction is correctly attributed in the platform records.

Commission is calculated on the net taxable amount actually received by Macrigi, excluding VAT, delivery charges, cancellations, returns, refunds, chargebacks and unpaid amounts. Commission becomes due only on completed, paid and undisputed transactions. If a transaction is later refunded or reversed, Macrigi may adjust the statement or set the amount off against future sums due.

The platform produces a monthly statement. Payment is made by bank transfer within 30 days after Macrigi receives an invoice or other valid tax document required under the rules applicable to the Business Partner, provided complete banking and tax details have been supplied. Any challenge to a statement must be supported by evidence and raised within 30 days of the statement becoming available, without prejudice to any rights that cannot lawfully be excluded.

The expense allowance starts from a minimum base of EUR 450 for any month in which, through the personal code, at least one of the following targets is achieved: (a) 10 Producers, each with a completed and paid membership plan, together with 10 new Wholesalers, each registered and with at least one completed and paid purchase; or (b) EUR 10,000 in qualifying sales, calculated on the net taxable amount received excluding VAT, delivery charges, cancellations, returns and refunds. Macrigi may determine and confirm a higher amount in writing. The allowance is not a fixed salary.

The Business Partner must act honestly, professionally and in good faith; use only authorised information and offers; avoid misleading statements; comply with applicable laws, sanctions, anti-bribery rules, intellectual-property rights and data-protection requirements; retain evidence of relevant communications; and report complaints, suspected fraud or conflicts of interest without delay.

Trade marks, logos, catalogues, price lists and Macrigi materials remain the property of their respective owners. A personal, revocable and non-transferable licence is granted solely for the duration of this agreement. The Business Partner must protect confidential information, commercial data, credentials and customer lists and use them only for the purposes of the appointment.

The agreement continues until terminated. Qualifying activity means a Producer with a paid plan, a new Wholesaler with at least one paid purchase, or a completed sale for which payment has been received. Logins, contacts and negotiations that do not result in a qualifying transaction do not interrupt a period of inactivity. After 90 consecutive days without qualifying activity, Macrigi may withdraw territorial exclusivity and terminate the relationship by written notice. Either party may terminate on 30 days’ notice, or any longer mandatory notice period that applies.

Macrigi may suspend or terminate the agreement immediately in cases of fraud, unauthorised collection of money, misrepresentation, serious breach, misuse of the brand, unlawful use of data, circumvention of the platform, serious reputational harm, or failure to remedy a remediable breach within the period stated in the notice.

Commission already earned remains payable as at the effective termination date. Subject to any mandatory rights, no commission accrues on new subscriptions, sales or repeat orders after termination, including transactions involving customers previously linked to the Business Partner. The Business Partner must immediately stop using trade marks and materials, return or delete confidential data, and cooperate in closing any outstanding matters.

The parties acknowledge that the Commercial Agents (Council Directive) Regulations 1993 may apply depending on the activities actually carried out, regardless of the title given to this agreement. Nothing in this agreement excludes any minimum notice period, post-termination commission, indemnity, compensation or other right that is mandatory. Before publication and operational use, the legal classification of the relationship should be reviewed by a UK solicitor.

Neither party limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot lawfully be limited. Subject to those exceptions and any requirement of reasonableness under applicable law, neither party is liable for indirect or consequential loss. The Business Partner is responsible for statements, acts and breaches outside the authority granted by this agreement.

Personal data is handled in accordance with the Macrigi Privacy Policy. The Business Partner may access only the data needed for the role, must follow Macrigi’s instructions and security measures, must not create unauthorised parallel records, and must report security incidents or data-subject requests without delay.

Notices may be sent through the platform, to the registered email address or by post to Macrigi’s registered office. The parties will first attempt a documented amicable resolution. This agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales and, subject to any mandatory rules, the courts of England and Wales have exclusive jurisdiction.

The Business Partner may not assign this agreement without Macrigi’s written consent. Partial invalidity, failure to exercise a right and delay do not affect the remaining provisions. This agreement, the policies referred to in it and the records held by the platform constitute the entire agreement between the parties. It may be published in Italian and English; if the versions differ, the English version prevails.