Rewards Plus IC Agreement


Preamble to the formal agreement

For your convenience, this section is meant as a general overview of the duties and responsibilities of the Representative.

Duties & Responsibilities

As a sales’ executive for Get PEYD , your primary tasks are building clientele through phone calls, calling on existing customers within an assigned territory to build relationships, conducting research to find potential new clients, and in general, developing new business opportunities for Get PEYD .

Qualities

Sales executives must have outstanding customer service skills, possess self-confidence, be able to communicate and establish customer relationships with all types of consumers and work well within a flexible environment to set sales goals, track progress and communicate with the Get PEYD management team.

Prospecting

While PEYD will attempt from time to time to provide sales representatives with opportunities for success including lead generation and marketing support, the duties of a commissioned salesperson usually include some level of prospecting. As a sales executive for Get PEYD, you will need to call on potential clients and develop a base from which you can find new business. Your duties may include joining various membership organizations to position yourself and your company among community leaders who can funnel business your way. You may need to knock on doors or make telephone calls to find new business or solicit and purchase sales leads as necessary.

Presentations

As a sales executive for Get PEYD you will need to develop extensive knowledge about PEYD ’s services and the products you're selling to make effective presentations. Your duties may include one-on-one presentations or you may be required to present your offerings to large groups of potential customers. Learning the features and benefits of your product are integral to your ultimate success.

Get PEYD will at their discretion decide if they will dedicate resources toward developing custom presentations for the sales representative.

Any and all material prepared by the sales representative must be approved by Get PEYD before it may be used. Please submit all material for approval via email to info@PEYD360.com

Closing the Sale

To be successful as a PEYD sales executive, you must be able to portray enthusiasm about our products and services and employ effective listening skills to close potential clients once they've been solicited for new business. Getting the client's agreement to make the purchase, also called closing the sale, is your primary duty in commission sales. Your pay is determined by the sales opportunities you initiate and close, and the actual purchasing of PEYD’s services and or PEYD’s third-party services.

Other Commission Incentives

It is not uncommon for non-monetary sales incentives to be made available to salespeople. For example, a daily, weekly or monthly incentive may be available for selling a certain number of units or a certain dollar amount. This can be anything from gift cards for local establishments to flat-screen TVs to free products and services that the company sells. While not cash commission, such incentives do carry varying monetary value and will be made available based on an individual basis.

Sales Representative Official Job Description:

  • Establish new accounts by planning and organizing a daily work schedule to call on existing or potential sales outlets and other trade factors.
  • Keep management informed by submitting activity and results reports.
  • Monitor competition by gathering current marketplace information on pricing, products and services, new products and services, delivery schedules, merchandising techniques, etc.
  • Maintain professional and technical knowledge by attending educational workshops; review professional publications; establish personal networks; participate in professional societies.

INDEPENDENT SALES REPRESENTATIVE AGREEMENT

THIS AGREEMENT ("AGREEMENT") IS MADE AND EFFECTIVE ON March 26, 2023, BY AND BETWEEN GET PEYD LLC, HAVING ITS PRINCIPAL OFFICE AT 600 BAYVIEW AVENUE, INWOOD, NY 11096 (HEREIN CALLED THE “COMPANY”) AND (HEREIN CALLED THE "REPRESENTATIVE"), RESIDING AT . COMPANY DESIRES TO APPOINT REPRESENTATIVE, AND REPRESENTATIVE DESIRES TO ACCEPT APPOINTMENT, AS A SALES REPRESENTATIVE OF COMPANY TO SELL COMPANY'S PRODUCTS AND SERVICES AS SET FORTH HEREIN.

WHEREAS, SALES REPRESENTATIVE DESIRES TO SELL THE COMPANY’S SERVICES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

AND WHEREAS, THE COMPANY IS IN THE BUSINESS OF PROVIDING CERTAIN THIRD PARTY PAYMENT CARD AND OTHER RELATED CONSULTING SERVICES;

WHEREAS, THE COMPANY OFFERS THIRD PARTY PAYMENT CARD NETWORK AND VARIOUS RELATED FINANCIAL SERVICES PRODUCTS;

WHEREAS, THE PARTIES DESIRE TO ENTER INTO AN AGREEMENT PURSUANT TO WHICH REPRESENTATIVE WILL REFER POTENTIAL CUSTOMERS TO THE COMPANY AND THE COMPANY WILL PAY A REFERRAL FEE TO REPRESENTATIVE.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: 

  1. Definitions. As used herein, the following terms shall have the meanings set forth below: A. “Products and services" shall mean the following of Company's products and services to be sold by Representative: Get PEYD’s or Get PEYD’s third-party Financial and Business Consulting Services B. "Territory" shall mean the following described geographic area: North America. C. “Provider” refers to any supplier of third party Products or Services which Company offers.
  2. Company hereby appoints Representative as its non-exclusive INDEPENDENT sales representative TO SELL AND PROMOTE ALL SERVICES PROVIDED BY GET PEYD (THE COMPANY)IN THE FOLLOWING GEOGRAPHICAL AREA:  North America  - HEREINAFTER REFERRED TO AS “Territory” and Representative hereby accepts such appointment. Representative's sole authority shall be to solicit purchases for the Products and services in the Territory in accordance with the terms of this Agreement. Representative shall not have the authority to make any commitments whatsoever on behalf of the Company.
  1. General Duties. Representative shall use its best efforts to promote the Products and Services and maximize the sale of the Products and Services in the Territory. II. Representative shall also provide reasonable assistance to Company in promotional activities in the Territory. III. Representative shall also provide reasonable "after sale" support to Product and Services purchasers and generally perform such sales related activities as are reasonable to promote the Products and Services and the goodwill of Company in the Territory. V. Representative will devote adequate time and SKILL ON A REGULAR AND CONSISTENT BASIS AS IS NECESSARY to SELL AND PROMOTE THE SALE OF COMPANY’S SERVICES IN THE TERRITORY DURING THE TERM OF THIS AGREEMENT. VI. Representative shall neither advertise the Products and Services outside the Territory nor solicit sales from customers located outside the Territory without the prior written consent of the Company.
  1. Reserved Rights. Company reserves the right to solicit customers directly from and sell directly to any end-users or other party within the Representative's task is to solicit business from all potential customers in the Territory.
  2. Non-compete. Representative warrants to Company that it does not currently represent or promote any products and services that compete with the Company’s Products and Services. Representative shall not contact or use Company’s Customers in any way except with the expressed permission of the During the term of this Agreement and for 36 months thereafter (“Restriction Period”), Representative shall not represent, promote or otherwise try to sell within the Territory any lines or products and services that, in Company's judgment, compete with the Products and services covered by this Agreement. Representative shall provide Company with a list of the companies and products and services that it currently represents and shall notify Company in writing of any new companies and products and services at such time as its promotion of those new companies and products and services commence in a timely manner.
  3. Independent Representative is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise, or (iii) allow Representative to create or assume any obligation on behalf of Company for any purpose whatsoever. Representative is not an employee of Company and is not entitled to any employee benefits. Representative shall be responsible for paying all income taxes and other taxes charged to Representative on amounts earned hereunder. All financial and other obligations associated with Representative's business are the sole responsibility of Representative.
  4. Indemnification. Indemnification by Representative. Representative shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasance of Representative, its employees or its agents. B. Indemnification by Company. Company shall indemnify and hold Representative free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products and Services caused by Company or failure of Company to provide any products and services to a customer that has properly ordered through Representative.
  5. Commission. Representative shall be entitled to commission earned as set forth in Exhibit “A”. The Commission shall apply to all accounts or sales solicited by Representative from the Territory that have been accepted in writing by Company. No commissions shall be paid on (i) sales or accounts solicited by the Company within the Territory; (ii) sales or accounts received from outside the Territory (even if Representative receives the initial inquiry from outside the Territory) unless otherwise agreed to by Company in writing (iii). Payment of commissions is contingent on Company’s receipts of its own incentives and commissions. (iv.) Commissions are only earned on net aggregate spend minus all credits, disputed items, fees, late fees or miscellaneous charges B: Time of Payment. The commission on a given account or sale shall be due and payable within thirty (30) days after the end of the calendar month from when the Company receives payment C. Commission Recall. Company shall have the absolute right to set forth cash discounts, to make such allowances and adjustments to refund its customers, and to write off as bad debts such overdue customer accounts as it deems advisable. In each such case Company shall charge back to Representative's account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, return, bad debts. Additionally, Company may charge back to Representative’s account any amounts previously paid or credited any time that Company’s own incentive or commission is charged back by its provider.
  6. Sale of the Products and Services. A. Prices and Terms of Sale. Representative is not authorized to provide terms and conditions for Products and Services offered by the Company. Each account shall be governed by the services, delivery schedules, and terms and conditions in effect at the time the account is accepted by the Company. B. Solicitations. Upon request, Representative shall promptly furnish to Company copies of all solicitations submitted to customers. Each quotation shall accurately reflect the terms of this Agreement. C. Accounts. All accounts and prospects eligible for the Products and Services offered by the Company shall be submitted in writing to the Company. D.Acceptance. All accounts, prospects or sales obtained by Representative shall be subject to acceptance by Company at its principal office and all solicitations by Representatives shall contain a statement to that effect. Representative shall have no authority to make any acceptance or commitments to customers. Company specifically reserves the right to reject any account, sales or prospect or any part thereof for any reason .E. Credit Approval.  Company shall have the sole right of credit approval or credit refusal for customers in all cases. F. I nvoices. Company shall render all invoices directly to the customers. Payments shall be made directly to Company. G. Collection. Full responsibility for collection from customers rests with Company, provided that Representative shall at Company's request assist in such collection efforts. H. Inquiries from Outside the Territory. Representative shall promptly submit to Company, for Company's attention and handling, the originals of all inquiries received by Representative from customers outside the Territory.
  7. Additional Responsibilities of  Representative. A. Expense of Doing Business. Representative shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement. B. Facilities. Representative shall provide itself with, and be solely responsible for, (i) such facilities, employees, and business organization, and (ii) such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as are necessary for the conduct of Representative's business operations in accordance with this Agreement. C. Promotion of the Products and Services. Representative shall, at its own expense, vigorously promote the sale of and stimulate demand for the Products and Services within the Territory by direct solicitation. In no event shall Representative make  any representation, guarantee or warranty concerning the Products and services except as expressly authorized by Company. E.  Customer Service. Representative shall diligently assist customers' personnel and shall perform such additional customer services as good salesmanship requires and as Company may reasonably request. F. Advising of Changes. Representative shall promptly advise Company of any changes in Representative's status, organization, personnel, and similar matters, any changes in the key personnel, organization, and status of any major customers of Company in the Territory and any political, financial, legislative, industrial or other events in the Territory that could affect the mutual business interests of Representative and Company, whether harmful or beneficial. G. Books and Records. Representative shall maintain and make available to Company accurate books, records, and accounts relating to the business of Representative with respect to the Products and services. Representative shall also maintain a record of any customer complaints regarding either the Products and Services or Company and immediately forward to Company the information regarding those complaints.
  8. Business Cards.Company will endeavor to, but will not be under obligation to, provide Representative with business cards once they have generated a minimum of three sales that qualify for commission as set out in Exhibit A.
  9. Trademarks and Trade A. Use. During the term of this Agreement, Representative shall have the right to indicate to the public that it is an authorized representative of Company's Products and Services and to advertise (within the Territory) such Products and Services under the trademarks, marks, and trade names that Company may adopt from time to time ("Company's Trademarks"). Nothing herein shall grant Representative any right, title, or interest in Company's Trademarks. At no time during or after the term of this Agreement shall Representative challenge or assist others to challenge Company's Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Company. Company indemnifies its Representative for use of Company's Trademarks. B. Approval of Representations. All presentations of Company's Trademarks that Representative intends to use shall first be submitted to Company for approval (which shall not unreasonably withheld) of design, color, and other details or shall be exact copies of those used by Company.
  10. Term and Termination. Term. This Agreement shall commence on the date this agreement is signed and put into effect, and continue for a period of 12 months, unless terminated earlier as provided herein. Thereafter, this Agreement shall continue until terminated upon at least thirty (30) days notice by either party. B. Termination for Cause. If either party defaults in the performance of any material obligation in this Agreement, then the non-defaulting party may give written notice to the defaulting party and if the default is not cured within thirty (30) days following such notice, the Agreement will be terminated. C. Termination for Insolvency. This Agreement shall terminate, without notice, (i) upon the institution by or against Representative of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Representative's debts, (ii) upon Representative's making an assignment for the benefit of creditors, or (iii) upon initiation of dissolution proceedings of the Representative. D. Termination or Alteration of Company’s agreements. In the event that the Company terminates or alters its own agreement with Provider or Provider terminates or alters its agreement with Company or Company ceases to receive commissions or incentives from Provider for any reason, this Agreement, and any obligations to pay referral Fees hereunder, shall automatically be terminated. E. Additional Commissions. In addition to any commissions already earned by Representative but not yet paid by Company under the terms herein, Company shall pay commissions to Representative on all orders from the Territory (i) that were solicited by Representative, (ii) that were accepted by Company within thirty (30) days after the date of receipt of the order by Company, and (iii) for which Company receives payments within thirty (30) days after the date of termination of this Agreement ("Additional Commissions"). The payment of such Additional Commissions shall only be applicable, however, if Representative has complied in a timely manner with the provisions of subsection E. below. No Additional Commissions shall be earned by Representative or paid by Company until payment for the order on which the Additional Commission is based is received by Company. E. Return of Materials. All of Company's trademarks, trade names, patents, copyrights, designs, drawings, ideas, formulas or other data, photographs, literature, and sales aids of every kind shall remain the property of Company. Within five (5) days after the termination of this Agreement, Representative shall return all such items to Company at Representative's expense. Representative shall not make or retain any copies of any confidential items or information that may have been entrusted to it. Effective upon the termination of this Agreement, Representative shall cease to use all trademarks, marks and trade name of Company.
  11. Limitation on Liability. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of Company or Representative. Company's sole liability under the terms of this Agreement shall be for any unpaid commissions under Section 8 and Section 13.
  12. Confidentiality. Representative acknowledges that by reason of its relationship to Company hereunder it will have access to certain information and materials concerning Company's business plans, ideas, customers and products and services that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Representative agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by Company. Company shall advise Representative whether or not it considers any particular information or materials to be confidential. Representative shall not publish any description of the Products and Services beyond the description published by Company. In the event of termination of this Agreement, there shall be no use or disclosure by Representative of any confidential information of Company.
  13. Communications: All communications between Representative and Provider shall only be with Company or any other party that Company authorizes in writing. Representative shall not contact or communicate directly with Provider without Company’s prior written consent.
  14. Post termination obligations. The obligations of Representative respecting non-compete, non-circumvention and use of confidential information acquired from Company shall survive expiration or termination of this Agreement and shall continue for a period of three (3) years thereafter.
  15. Governing Law and Venue: This Agreement and any matters hereunder shall be governed by and construed in accordance with the internal laws of the State of New York excluding its conflict of law rules. The parties hereto hereby consent to the exclusive jurisdiction and venue of the state and federal courts of New York with respect to the resolution of any suit, action or proceeding hereunder.
  16. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the party to be charged.
  17. Notices. Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, postage prepaid, return receipt requested or by recognized overnight delivery service: If to Company: 600 Bayview Avenue, Inwood, NY 11096 If to Sales Representative: via email to any email address associated with the Representative. If to Sales Representative: via email to any email address associated with the Representative.
  18. Non-Assignability and Binding Effect.  A mutually agreed consideration for Company's entering into this Agreement is the reputation, business standing, and goodwill already honored and enjoyed by Representative under its present ownership, and, accordingly, Representative agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly. Company reserves the right to assign this agreement at any time and for any reason provided that Company gives 30 days notice to that effect. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
  19. Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
  20. Legal Expenses. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees.
  21. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
  22. Force Majeure. Neither party shall be liable to the other for any delay or failure in performance of this Agreement if caused by an act of God or any factor beyond control of either In any such event, the date of a party's performance shall be deferred for a period of time equal to the time lost by reason of such act of God or other factor beyond control.
  23. Sale Provisions. In the event that the Company or its assets are sold to an independent third-party buyer (a “Sale”), this Agreement, and any obligations to pay referral Fees hereunder, shall automatically be terminated. Notwithstanding anything herein to the contrary, in the event of such Sale, the Representative and the Company shall continue to be bound by the restrictive covenants of this agreement and all other provisions necessary to give effect thereto for the Restricted Period.
  24. Non-Circumvention. As of the date hereof, Company serves its clients through recommending payment solutions that best suit their needs via its direct relationships with financial service and payment providers. Representative agrees that by entering into and for the term of this agreement, and for three years after its termination, it shall not seek to mimic or copy the Company’s business model specifically to discontinue sending referrals to the Company and/or to develop similar direct relationships with any and all payment and financial services providers whether or not the Company is associated, or has or has had relationships with them. The goal of this restriction is to simply prevent Representative from circumventing the Company and creating a similar or same arrangement that the Company has built, and which can be deemed proprietary for purposes of this agreement. Representative agrees that he stands to obtain significant economic benefit from this Agreement and that the Company would not enter into this Agreement, but for Representative‘s agreement to be bound by the provisions of this Section 27.

EXHIBIT ” A” COMPENSATION: COMMISSION RATE SCHEDULE

Sales representatives earn commissions and will be compensated as per section 8 of this agreement for their sales efforts that generate contracts to Get PEYD as pertains to the sale of Company’s products and services, as follows:

The sales representatives shall receive a basic commission as follows:

Terms for One Time Payout Accounts:

 In the event the provider issues a one-time payment, the representative will receive a one-time commission that will equal no less than 25% of the payout to the company.

Example:

 

Monthly Charge Volume

 

One-time Company Commission

 

Representative Commission Amount

 

1,000,000

 

$3,500

 

$875

 

Terms for Recurring Standard Rebate Accounts:

In the event the provider issues a recurring payout, the representative will receive recurring commission that will equal no less than 5 basis points (BPS) of the monthly charge volume.

 

Payment Term

 

Payment Schedule

 

Monthly Charge Volume

 

Representative Commission Amount

 

2 Years

 

Monthly - Ongoing

 

$1,000,000

 

$500

Ongoing Payout Schedule for Low Interchange Sales and Accounts

In the event the client's spend is not eligible for the standard rebate, payouts will be determined on a case by case basis, but will equal no less than 25% of the payout to the company.

Example:

 

Adjusted Company Commission

 

Adjusted Commission

 

Monthly Charge Volume

 

Representative Commission Amount

 

80 Basis Points

 

No less than 25%

 

$1,000,000

 

$200

Commission will be paid for all customer direct sales, professional sales and retail sales solicited by the sales representative provided the sales representative is in compliance with the terms set forth in this agreement.

 IMPORTANT.

  1. For purposes of this agreement, “CONTRACT” is intended to mean any agreement and or order of the Company’s or a third party Provider’s services, arranged by the sales representative.
  2. Any representative accounts which becomes dormant over a 1-year period and whereby a direct PEYD representative activates the account and generates sales after the dormant period will no longer be entitled to said commissions as set forth in this agreement.

IN WITNESS WHEREOF, the Parties have executed this Joint Marketing Agreement as of the date first written above.

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Signed by Pinchas Ackerman
Signed On: January 4, 2021


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Document name: Rewards Plus IC Agreement
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