UK Business Labs - Business Forums - Blogs http://www.ukbusinesslabs.co.uk/forums/blogs/ UK Business Labs Forums - the premier business network for help, advice, marketing and promotion for small to medium sized businesses, entrepreneurs and Startups. en Wed, 22 May 2013 23:40:31 GMT vBulletin 60 http://www.ukbusinesslabs.co.uk/forums/images/misc/rss.jpg UK Business Labs - Business Forums - Blogs http://www.ukbusinesslabs.co.uk/forums/blogs/ An Overview on Commission Agreements http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/410-overview-commission-agreements.html Tue, 21 May 2013 15:41:26 GMT A *Commission Agreement*, also known as *Introduction* or *Finder’s Fee Agreement*, is an agreement where one party (a *Supplier* of goods and/or... A Commission Agreement, also known as Introduction or Finder’s Fee Agreement, is an agreement where one party (a Supplier of goods and/or services) wishes to engage another (the Introducer) to introduce potential clients for the services and/or goods in return for a Commission. In other words, the Introducer is appointed to introduce potential clients to the Supplier in order to generate more sales and increase the customer base and the Introducer will earn a Commission in return for its efforts.
Commission Agreements are essentially a type of agency agreement, under which the agent acts as a representative of its principal but has no authority to enter into contractual arrangements on its behalf. Essentially an Introducer differs from an agent as he does not directly sell the products and/or services of the Supplier but it merely introduces potential clients to the Supplier. Once the introduction is made the Introducerwill steps back, it will have no further role in the relationship between the Supplier and the introduced client; the selling and supplying of the services and/or products will be carried out directly by the Supplier.


Broadly, a Commission Agreement is where one party appoints another party to find third parties who may want to purchase goods and/or services from the first party. Commission is payable to the Introducer if the third party purchases such goods and/or services.


A Commission Agreement is necessary in order to regulate the relationship between the parties and to set out the rights and obligations of both parties.
Under a Commission Agreement the Introducer‘s main obligation is to make introductions to the Supplier, however making an introduction does not trigger commission; commission is only payable if, following an introduction, a prospective new client enters into a contract with the Supplier for the goods and/or services. This protects the Supplieras no commission is payable unless the Supplier and the introduced new client enter into a contract.


Generally in a Commission Agreement the commission fee is calculated on the basis of net income received under a contract between the Supplier and the introduced new client for a certain period (Introduction Period). Please note that the obligation to pay commission is not affected by termination of the Commission Agreement. In other words, Commission is payable after termination in respect of contracts entered into as a result of introductions made before the termination date.



This arrangement protects the Introducer against the Supplierterminating the agreement in order to escape payment of commission after a particularly lucrative new client is introduced.


Another clause that is generally found in these kind of agreements provides that commissionis only payable on income actually received from any contract entered into by the supplier with a prospective new client during the introduction period. This is a supplier-favourable mechanism and protects the supplier against having to pay commission on sums never received, perhaps as a result of breach by the client or early termination.


For more information on Commission Agreements and to view a Commission Agreement Template please visit: http://www.thelegalstop.co.uk/Business/Commission-Agreement.html


The Legal Stop is a straightforward online business using information technology for the public good. We aim to make the law and provision of legal services more accessible and transparent to people and businesses alike.


We provide fixed fee legal services and legal and business document templates for all types and sizes of businesses. ]]> thelegalstop http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/410-overview-commission-agreements.html <![CDATA[Discovering your company's USP]]> http://www.ukbusinesslabs.co.uk/forums/blogs/ryan000001/408-discovering-your-companys-usp.html Tue, 14 May 2013 13:27:21 GMT Knowing your company's unique selling proposition is vital to ensuring you are set apart from your competition.

Take this scenario:

Two stalls sit next to eachother at a county market. One sells pineapples and advertises them as the ripest and sweetest pineapples in the country.

The other stall also sells pineapples however, their stall advertises the fact that their pineapples are fair trade and grown 100% organically.

Both stalls are identical, their price is the same and all fruit is in perfect condition.

Which stall do you buy from?

If you are interested in discovering how to think about your company's USP then you may find this article interesting: Understanding your company's unique selling proposition ]]> ryan000001 http://www.ukbusinesslabs.co.uk/forums/blogs/ryan000001/408-discovering-your-companys-usp.html Attracting professional self employed sales agents http://www.ukbusinesslabs.co.uk/forums/blogs/ryan000001/407-attracting-professional-self-employed-sales-agents.html Mon, 13 May 2013 12:35:48 GMT If you have been looking to build a team of professional commission only sales agents (http://www.commissiononlysalesjobs.co.uk) for your company,... If you have been looking to build a team of professional commission only sales agents for your company, but find it a struggle, then your commission structure might not be an attractive proposition to a sales agent.

Have you thought about offering a 'residual commission' structure?

This commission structure is when your company's freelance sales agents are paid a percentage of commission on any repeat orders that come about from an initial deal. Perhaps it's a one off deal with the likelihood of a re-order, or even a client that pays monthly for a service.

The key is not to be greedy. Offer at least 20%+ of the profit to your sales agent. That way you will be much more likely to attract and more importantly retain your top selling sales agents. ]]> ryan000001 http://www.ukbusinesslabs.co.uk/forums/blogs/ryan000001/407-attracting-professional-self-employed-sales-agents.html Pari Passu Clause in a Debt Instrument http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/406-pari-passu-clause-debt-instrument.html Mon, 06 May 2013 14:27:57 GMT Pari Passu is a Latin phrase which means 'equal footstep' or 'equal footing'. In the legal sense, the term is used in the context of 'proportionally; at an equal pace; without preference'.

In terms of debt instruments, Pari Passu can refer to loans, bonds and some types of securities which have an equal right of payment or level of seniority. In other words, the phrase is used to describe similar ranking of securities or lenders.

In a loan agreement the Pari Passu clause is a covenant that loans and securities 'rank pari passu' amid all the other unsecured debt of the borrower. The clause is used in the context of unsecured debt securities which are said to rank equally with each other or with other unsecured debts.

The Pari Passu clause requires the borrower to ensure that the lender’s rights under the loan agreement will, at all times, rank at least equally with all of the borrower's other unsecured and unsubordinated obligations so that the lender’s share of the borrower's assets in the event of its liquidation will be equal to that of all other unsecured and unsubordinated creditors.

Please note that the Pari Passu clause applies even in secured facilities notwithstanding that is refers to unsecured indebtedness. It is an assurance that the lender’s rights will, if the security fails, rank Pari Passu (equally) with the rights of the borrower’s unsecured creditors and the clause applies to existing as well as future obligations. Its relevance comes if there is a shortfall in the security on enforcement or if the security is for any reason defective.

Generally in a loan agreement a Pari Passu clause prevents the borrower from incurring obligations to other creditors that rank legally senior to the loan agreement containing the clause. Thus, the purpose of the Pari Passu clause is to ensure that the borrower does not have, nor will it subsequently create, a class of creditors whose claims against the borrower will rank legally senior to the indebtedness represented by the loan agreement.

The Pari Passu clause is a companion to the Negative Pledge clause. The Negative Pledge clause is an undertaking by the borrower not to create any security over its assets. Both clauses are fundamentally important covenants usually found in loan agreements. Whilst the Negative Pledge ensures that the lender’s right to repayment is not subordinated to secured creditors, a Pari Passu clause tries to ensure that the lender is not subordinated to unsecure creditors.

In summary, the Negative Pledge and the Pari Passu clause are very important clauses that should be included in every loan agreement in order to ensure that the loan is not subordinated to another lender on insolvency.

The Legal Stop is a straightforward online business using information technology for the public good. We aim to make the provision of legal services accessible and transparent for people and businesses alike.

We provide affordable and transparent diverse online legal services on a fixed fee basis. Our services include: Fixed Fee Legal Advice from UK Solicitors and Barristers, Fixed Fee Document Drafting and Legal and Business Document Templates.

In our portfolio of templates we also provide debt instruments with a Pari Passu clause:
 ]]> thelegalstop http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/406-pari-passu-clause-debt-instrument.html Gifting Shares by way of Deed of Gift http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/405-gifting-shares-way-deed-gift.html Mon, 06 May 2013 14:24:23 GMT A *Deed of Gift (http://www.thelegalstop.co.uk/Business/Deed-of-Gift--Property.html)* is a formal legal document used to give a gift of property,... A Deed of Gift is a formal legal document used to give a gift of property, money or shares/securities to another person. It transfers the money or ownership of shares/securities to another person without payment in return.

The person who creates and executes a Deed of Gift to transfer money, property or shares from himself to another person is called a Donor and the person receiving the gift is called the Donee.

Generally, most Deed of Gift transfers are carried out between family members as property transferred in this way is usually given out of the love and affection the giver has for the recipient.

Transferring shares, property or money by way of gift must be executed as a Deed because no consideration is given in return for the gift, thus the document has to be witnessed. Please note: the witnesses have to be disinterested parties. In other words they cannot have a stake in the transfer of the property. If a witness stands to benefit or take a loss because of the transfer of the property, then cannot be considered disinterested and cannot act as a witness.

A Deed of Gift – Shares template shall be used where the Donor wants to give shares or other securities in a company by way of gift to someone else.

This is an unconditional gift; the Donor gives the shares/securities absolutely and retains no right or interest in the gifted shares.

N.B. When gifting shares please make sure to check the Articles of Association of the relevant company in order to see if the company’s consent is required before the transfer of shares can be carried out. If the Articles of Association state that the negotiability of the shares is restricted by the prior written approval of the company then the Donor must obtain the approval of the company before the gift can be made.

Giving a gift to someone can have some Inheritance Tax implications. Generally, any gifts made to any individuals will be exempt from Inheritance Tax payments if the Donor lives for a total of seven years or more after having made the gift. These kinds of gifts are usually known as Potentially Exempt Transfers (PETs).

However, please note that if the Donor gives away an asset but keeps an interest in it then the gift will not fall within the category of a potentially exempt transfer.

If the Donor dies within seven years of making a gift and the gift is valued at more than the Inheritance Tax threshold, Inheritance Tax will need to be paid on the value of the gift usually by the Donee or by the representatives of the estate.

RELATED DOCUMENTS:
• Deed of Gift – Shares
• Deed of Gift – Objects
• Deed of Gift – Property
• Monetary Deed of Gift

The Legal Stop is a straightforward online business using information technology for the public good. We aim to make the provision of legal services accessible and transparent for people and businesses alike.

We provide affordable and transparent diverse online legal services on a fixed fee basis. Our services include: Fixed Fee Legal Advice from UK Solicitors and Barristers, Fixed Fee Document Drafting and Legal and Business Document Templates. ]]> thelegalstop http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/405-gifting-shares-way-deed-gift.html less than a month to my business launch - and so much to do http://www.ukbusinesslabs.co.uk/forums/blogs/kay-patterson/402-less-than-month-my-business-launch-so-much-do.html Thu, 25 Apr 2013 14:16:52 GMT I have a date of 20th May for my business launch. It's a small business with big ideas - of course!

I must say though it is frantic, exhausting and somewhat sleep depriving getting everything that needs to be done - actually done and not just visualised.

I guess that's it - the road to realisation from visualisation is a very twitchy one!

So anyway I need to get back to doing some website stuff so I can put the call out for pre-registration on the site.

Any tips from any other members would be welcomed and it would be a pleasant change to converse with others! ]]> Kay Patterson http://www.ukbusinesslabs.co.uk/forums/blogs/kay-patterson/402-less-than-month-my-business-launch-so-much-do.html Consultancy Agreement Notes http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/400-consultancy-agreement-notes.html Thu, 04 Apr 2013 09:56:35 GMT A Consultancy Agreement (http://www.thelegalstop.co.uk/Business/Consultancy-Agreement.html) is a contract for services between an independent... A Consultancy Agreement is a contract for services between an independent contractor (a self-employed individual) and the client for the provision of consultancy services.

A consultancy arrangement may be an attractive option for both client and consultant, in part because of the tax advantages. However, the fact that an arrangement is structured and documented as a contract for services and not a contract of employment is not conclusive evidence of the relationship between the parties; HMRC and the employment tribunal will look at the substance of the relationship, rather than the legal form or any labels that the parties have given to the relationship. In other words, a Consultancy Agreement is not a contract for services if the substance of the underlying relationship suggests otherwise.

Establishing whether the consultant is employed, self-employed or a worker is very important because the status of the consultant will set out:

• the basis on which the consultant's income is taxed;
• whether the client will be required to make deductions of income tax and employee NICs) from the consultant's fees and pay employer's NICs;
• whether the consultant will have the benefit of various employment protection rights available to employees, or the more limited rights available to workers;
• whether the individual is owed the common law and statutory duties relating to health and safety owed by an employer to its employees or whether the individual (as an independent contractor) is responsible for their own safety.

There is no single test for determining employment status but there are a number of criteria that are considered when deciding whether a person can be said to be an employee. In determining employment status the employment tribunal and HMRC will look at the substance of the relationship, rather than the legal form or any labels that the parties have given to the relationship. However, there are three fundamental conditions that must be met for an employment contract to exist:

• the individual must provide his own skill and work in return for pay ("personal service");
• there is a sufficient degree of control of the individual's activities ("control");
• the other provisions in the contract are consistent with it being a contract of employment ("other factors").

It is important to note that when issuing a consultancy agreement to a former employee, the client should try to make the terms as different as possible to the terms of the previous employment contract, as if the nature of the work is similar to that previously carried out on an employment basis, the consultancy arrangement may be deemed to be a continuation of the employment relationship

The Legal Stop is a straightforward online business using information technology for the public good. We aim to make the provision of legal services accessible and transparent for people and businesses alike.

We provide affordable and transparent diverse online legal services on a fixed fee basis. Our services include: Fixed Fee Legal Advice from UK Solicitors and Barristers, Fixed Fee Document Drafting and Legal and Business Document Templates.

We have a wide selection of legal document templates and forms including Consultancy Agreements.

Our Consultancy Agreement template is fully comprehensive; it provides a complete framework and reduces the chances for employment-related liabilities to arise. It is also flexible to suit the requirements of both parties and balanced in that it is designed to protect the interests of both parties.

For more information please visit us at: Legal documents templates, forms to download online | The Legal Stop UK ]]> thelegalstop http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/400-consultancy-agreement-notes.html WHAT IS A CONTRACT? http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/398-what-contract.html Mon, 11 Mar 2013 18:09:42 GMT A contract is a legally binding agreement setting out the rights and obligations of the parties involved.

The word "contract" is often misunderstood as it suggests a formal written document. However, according to the law a contract can be made in writing, orally or by conduct.
Although verbal contracts are enforceable, it is always prudent to have a written document setting out the terms which can then be used as evidence if there is a disagreement later. The Legal Stop offers a wide range of downloadable contract templates and fixed fee bespoke documents drafting, please visit our website for all your legal needs.

A contract is made only when four criteria are satisfied. They are:
  • Offer
  • Acceptance
  • Consideration, and
  • An intention to create legal relations

Offer

An offer is a promise by one party to enter into a contract on certain terms. It must be specific, unambiguous and capable of acceptance and made with the intention of being accepted. An offer can be made to an individual, a group of persons or even to the world at large and may be spoken, written or implied by conduct.

An offer must be distinguished from an "invitation to treat", which merely invites the other party to make an offer and does not carry the intention of being bound. An example of an invitation to treat is a display of goods in a shop. The offer to buy is therefore made by the customer and the shop is free to decide whether or not to accept the offer.
An offer can be cancelled at any time before it is accepted by the other party. If the other party decides not to accept the offer, then they cannot change their mind and accept it as the offer is regarded as having been terminated.

Acceptance

Acceptance must be made in response to the offer and must correspond with the terms of the offer and it must be communicated to the other party to the contract. An offer can be accepted by a communication to the person making the offer or by conduct. Acceptance by communication can include any clear indication to accept the offer as long as this is communicated to the person making the offer. It is therefore established law that acceptance can occur by clicking ‘I accept’ on a website or even sending an e-mail.

Sometimes, rather than accept an offer, a party may decide to make a counter-offer. This will amount to a rejection of the original offer so no contract is made. It will amount to a new offer and the person who made the original offer can then choose whether or not to accept it. Where a counter-offer is accepted then those terms rather than the original terms proposed will be the terms of the contract. If this occurs it is often termed "the battle of the forms" and it will often be difficult for the court to determine which set of conditions prevail.

The general rule is that an acceptance is not effective until it is communicated to the other party who made the offer. There are two rules on acceptance:

1. The reception rule: it covers situations which involve instant communications such as telephone conversations, face to face negotiations, etc.

2. The postal rule: as a general rule an acceptance must be brought to the attention of the person who made the offer. However, communication through the post is an exception to this rule. The postal rule is that acceptance is deemed to be effective at the time of sending. This is the position even if the letter is lost or delayed in the post provided of course it was correctly addressed. However, it is always advisable to obtain proof of posting to reduce the risk of disagreement at a later date.

The difficulty in relation to contracts formed via a website in relation to electronic communications is regarding whether or not the postal rule applies. Please note that the Electronic Commerce Regulations 2002 require suppliers to clearly state how an electronic transaction governed by the regulations is to be completed. If an offer does not specify the method of acceptance then it can be done by any way chosen.

Consideration

If a contract lacks consideration then it can only be enforced if it is made by deed. To be considered "good consideration" it must have some value even if, in the context of the agreement, it is only a nominal amount.
As a general rule, past consideration is no consideration. If a party is merely discharging a pre-existing obligation then there is no consideration for it. An example is where A is owed £20 by B and agrees to accept £10 instead. A is not precluded from later asking B for the balance of £10 as there was no consideration for accepting a lower sum because B was already under an obligation to pay the original amount.

Intention to create legal relations

The final point required in order to make a valid contract is to show that the parties intended to create a contract. In commercial transactions there is a rebuttable presumption that the parties intend their agreement to be legally binding. Common ways of rebutting this presumption are by the parties writing comfort letters, letters of intent or by using the words "subject to contract".

Letters of comfort are used in loan finance transactions. They are issued by third parties and are often given to banks in relation to loans and are letters which provide encouragement or comfort to the lender to proceed with the loan.

Letters of intent are frequently used when negotiating mergers and acquisitions. The main purpose is to record a non-binding outline of the terms that the two parties have agreed.
The use of the phrase "subject to contract" is also used to rebut the presumption of contractual intent. It means the parties have not yet reached an agreement and are still negotiating.

Provided the elements of offer, acceptance, consideration and intention to enter into legal relations are present then a contract will have been formed. Thus, an oral agreement which satisfies these conditions will amount to a binding contract and each party will then be able to rely on those terms, and if necessary can take appropriate action to enforce these.

The Legal Stop is a straightforward online business using information technology for the public good. We aim to make the law and provision of legal services more accessible and transparent to people and businesses alike.
We provide fixed fee legal services and legal and business document templates for all types and sizes of businesses. We offer a wide range of downloadable contract templates and online legal services to businesses, start-ups, and individuals. Our services include:
• Legal and Business Document Templates
• Request a Template Service
• Fixed Fee Legal Advice
• Fixed Fee Bespoke Document Drafting
• Free Legal Documents and Information
 ]]> thelegalstop http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/398-what-contract.html Before You Arrange Transport To Paris… http://www.ukbusinesslabs.co.uk/forums/blogs/jaroslaw-wolak/396-before-you-arrange-transport-paris.html Sun, 24 Feb 2013 07:53:52 GMT Most people assume that preparation is something that helps with stress and this is true. Those that have exams might study. Those that have a job... Most people assume that preparation is something that helps with stress and this is true. Those that have exams might study. Those that have a job interview might do some background research on the company and the job role. Relocating is a different story...
Before You Arrange Transport To Paris... | LOPA REMOVALS
]]> JAROSLAW WOLAK http://www.ukbusinesslabs.co.uk/forums/blogs/jaroslaw-wolak/396-before-you-arrange-transport-paris.html Meeting Friends After Moving To Paris http://www.ukbusinesslabs.co.uk/forums/blogs/jaroslaw-wolak/395-meeting-friends-after-moving-paris.html Fri, 22 Feb 2013 08:08:45 GMT Moving to a new country is a huge step. The reality of what is actually set in motion, only really hits home when the bags are packed and... Moving to a new country is a huge step. The reality of what is actually set in motion, only really hits home when the bags are packed and transportation is booked; it all becomes extremely real!

One thing that many people do not think about is how they are actually going to meet people when they arrive. Sure, you have 100s of friends now, but they are relationships that have most likely been forged over a decade or longer. Not being ready to make friends when it comes to moving to a new country, will make this an extremely lonely experience.
Meeting Friends After Moving To Paris |LOPA REMOVALS ]]> JAROSLAW WOLAK http://www.ukbusinesslabs.co.uk/forums/blogs/jaroslaw-wolak/395-meeting-friends-after-moving-paris.html <![CDATA[Copywriting Won't Convert Everyone Into a Customer]]> http://www.ukbusinesslabs.co.uk/forums/blogs/briar-copywriting/394-copywriting-wont-convert-everyone-into-customer.html Tue, 12 Feb 2013 12:02:12 GMT As a professional copywriter (http://www.briarcopywriting.com) it pains me to say that - but sadly no matter how persuasive your copy is, it may not... As a professional copywriter it pains me to say that - but sadly no matter how persuasive your copy is, it may not convert everyone into a buying customers.

No matter how great the copy you write, not everyone is going to want your product or be ready to buy your product. It might simply be the case that your product isn’t the right fit for them.

So don’t be surprised when you don’t get a 100% conversion rate.

What prompted this post? Well, it was a conversation I had with some girl friends over dinner last night. Many of us around the table were avid readers so it wasn’t long before the debate about Kindle or book began.

To illustrate how a marketing campaign can fail with some people, I’ll give you my thoughts about what’s best—the Kindle or a book.

Let’s take a look at the Kindle to start with.

As a technology lover and avid reader you would expect me to be at the front of the Kindle queue. It has everything:

• E-ink screen so it can be read even in the brightest sunshine
• A compact design so it’s easy to carry around
• Instant access to more books than you can possibly read in a lifetime
• Fast downloads with inbuilt wi-fi capabilities
• Fast page turning ability for seamless reading
• Long battery life so you won’t be interrupted as you get to the good bit

It sounds absolutely fantastic. So why haven’t I rushed out and bought one yet?

For me, a book is so much more than just a way of conveying a story.

They have a lot of down sides:

• They take up a lot of suitcase space on holiday
• They get soggy when you read in the bath
• You need a lot of bookshelves to house your library
• They don’t easily fit into a small handbag

But for me there’s no substitution for the smell of a book, the feel of its pages and the sense of being privy to someone’s innermost thoughts. It is exciting to hold a book, become immersed in its words and to turn each page with trepidation never quite knowing what’s coming next.

So no matter what Amazon.com says technology will never (for me) replace a book.

Mind you I did make the transition from vinyl to CD to music downloads so here’s a challenge for Amazon.com why not send me a Kindle to try out and see if you can convert me. ]]> Briar Copywriting http://www.ukbusinesslabs.co.uk/forums/blogs/briar-copywriting/394-copywriting-wont-convert-everyone-into-customer.html Distribution Agreements http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/392-distribution-agreements.html Sat, 02 Feb 2013 17:15:57 GMT A *Distribution Agreement* is a legal contract between a Supplier (generally a manufacturer) that supplies goods and/or services to another party,... A Distribution Agreement is a legal contract between a Supplier (generally a manufacturer) that supplies goods and/or services to another party, the Distributor, for resale in a specified territory. Basically, the Supplier wishes to have its products distributed and the Distributor’s role is to develop the largest possible market for a product through distribution, sales and marketing activities.

A well written Distribution Agreement regulates the relationship between the parties; it should be comprehensive and balanced in that it sets out the rights and obligations of the parties and protects the interests of both parties.

Distribution Agreements may be exclusive or non-exclusive. In an exclusive distribution agreement the distributor will be the only person permitted to distribute the products/services in the territory.
Conversely, in a non-exclusive distribution agreement the distributor might be one of several distributors in the same territory.

Distribution Agreements must be carefully drafted to take into account what the parties are trying to achieve and the implications of competition law and other regulations that can have severe penalties.

Key elements to be considered include:

• The territory covered
• Non-exclusivity or exclusivity
• Non-compete obligations
• Responsibilities of the parties in terms of promoting, selling and distributing the products/services
• Intellectual property
• Terms and conditions of sale
• Confidential information
• Circumstances in which the agreement may be terminated
• Consequences of termination

Please note that you can give a distributor exclusive rights to a particular territory, however, under competition law you may not be able to give the distributor exclusive rights and at the same time prevent the distributor from selling competing products.

You can stop a distributor selling competing products provided you do not have ‘selective distribution’ or have a market share of over 30%. However, the restriction on selling competing products must not be indefinite or last more than five years.

You have ‘selective distribution’ if you deliberately limit the number of distributors, or require distributors to meet particular qualifying criteria. ‘Selective distribution’ has implications under competition law. In particular, it is illegal to prevent selective distributors from selling competing products.

You can stop a distributor selling outside the territory if your share of the market on which it supplies the relevant goods or services does not exceed 30%. If you have a market share of over 30% then you cannot.

Furthermore, a distribution agreement cannot restrict passive sales i.e. if a customer approaches the distributor then the distributor should be free to sell to that customer even if it is outside the territory.

Finally, please note that you cannot control the prices a distributor charges their customers for the products/services as it would be a breach of competition law.

The Legal Stop provides several services including fixed fee legal document drafting where you will be able to obtain a distribution agreement specifically tailored to meet your needs. In addition we also offer downloadable distribution agreement templates, our templates are:

• Distribution Agreement - Exclusive
• Non - Exclusive Distribution Agreement

Our distribution agreement templates are suitable for use in the UK or abroad where the parties to the agreement are individuals or businesses, and can be used for sale and promotion of goods and/or services. They are flexible and can be adapted to suit specific needs of the parties.

The templates are intended to satisfy the requirements of the EU and UK competition law rules affecting "vertical restraints". They are drafted on the assumption that the supplier's share of the market on which it supplies the relevant goods or services does not exceed 30%; the purchaser's share of the market on which it buys those goods or services does not exceed 30%, and the distributor does not compete with the supplier in the production or manufacture of the products covered by the distribution agreement.

The Legal Stop is a straightforward online business using information technology for the public good. We aim to make the provision of legal services accessible and transparent for people and businesses alike.

We provide affordable and transparent diverse online legal services on a fixed fee basis. Our services include:

• Fixed Fee Legal Advice from UK Solicitors and Barristers
• Fixed Fee Document Drafting
• Legal and Business Document Templates ]]> thelegalstop http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/392-distribution-agreements.html AN OVERVIEW OF COMPROMISE AGREEMENTS http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/391-overview-compromise-agreements.html Tue, 29 Jan 2013 18:55:30 GMT A compromise agreement is a formal, legally binding agreement made between an employer and employee (or ex-employee) in which the employee agrees not... A compromise agreement is a formal, legally binding agreement made between an employer and employee (or ex-employee) in which the employee agrees not to pursue particular claims that they might have in relation to their employment or its termination, in return for a financial settlement. Thus, the primary function of a compromise agreement is to stop an employee from making any statutory or contractual claim in connection with their employment.

Compromise agreements are often used in situations where employer and employee want to part company without resorting to redundancy, firing or resigning. They can also be used as a way of settling serious employee grievances, such as claims of constructive dismissal or unlawful discrimination. Generally, compromise agreements are used by employers in order to remove employees from employment quickly and easily, avoiding the possible adverse publicity and uncertain outcome of an Employment Tribunal or court case.

This article considers the overall legal requirements of compromise agreements, but legal advice should always be sought when drafting such an agreement.

Compromise agreements are complex legal documents and they must be specifically drafted according to the facts and circumstances of each particular case. The Legal Stop offers a fixed fee compromise agreement drafting service in addition to our compromise agreement templates. For further details please contact us using our request form.

Legal Formalities

In order for a compromise agreement to be legally binding, the following conditions must be satisfied:

• The agreement must be in writing.
• It must relate to the ‘particular proceedings’.
• The employee must have received independent legal advice from a qualified adviser as to the terms and effect of the agreement.
• There must be in force, when the adviser gives the legal advice, a contract of insurance or professional indemnity insurance covering the risk of a claim by the employee in respect of loss arising as a result of the advice.
• The agreement must identify the relevant adviser.
• The agreement must state that the conditions regulating compromise agreements are satisfied.

Employee's Complaints

A compromise agreement can be used to settle one or more employee complaints. It must clearly state each of the specific complaints being settled and refer to the relevant statutory provisions because, as identified above, the compromise agreement must relate to the ‘particular proceedings’. Please note that a ‘blanket agreement’ simply signing away all of an employee’s employment rights, or one which lists every form of employment right known to the law, will not be a valid compromise agreement.

Contractual and Statutory Claims

Compromise Agreements are an exception to the general principle set out in all employment legislation that an individual cannot contract out of their statutory employment rights. Thus, a compromise agreement is necessary to obtain a valid waiver of an employee's statutory claims. Please note that there is no need for a compromise agreement in order to settle only contractual claims. This is because an agreement to refrain from instituting proceedings in a contract claim is binding without the need for any special requirements to be satisfied. A simple waiver and release of claims will be effective. On the other hand, with statutory claims, any agreement by an employee to waive their statutory rights that is not in the form of a compromise agreement will be invalid and unenforceable. This means that the employee would still be eligible to lodge a claim in the Employment Tribunal, even though they might have already accepted a sum of money from the employer in apparent 'full and final settlement'.

'Without prejudice'

Open discussions with employees in relation to compromise agreements are very risky. This is because such conduct, if not protected by the veil of without prejudice privilege, is likely to be enough to constitute a fundamental breach of the implied term of mutual trust and confidence, enabling the employee to resign and claim constructive dismissal. Thus, never invite an employee to resign in return for an exit package on an open basis. The employee might resign anyway and then issue a constructive dismissal claim.

For the ‘without prejudice’ rule to apply, the employee must have genuinely consented to the meeting being held on a ‘without prejudice’ basis, there must be a pre-existing dispute between the parties and the discussion must be a genuine attempt to settle the dispute.

Compromise Agreement Clauses

Common clauses found in a compromise agreement include:
• An agreement by both parties to keep the details of the settlement confidential and not to make detrimental statements about one another.
• A requirement for the employee to return the employer's property.
• The provision of an agreed form reference for the employee.
• A requirement for the employee to resign as a director or as company secretary.
• A requirement for the employee to transfer their shares in the company.
• An agreement by the employer to contribute towards the employee's legal costs.
• A tax indemnity from the employee.
• Post-termination restrictive covenants (if these are new, there should be a separate
monetary payment, called ‘consideration’, given to the employee for agreeing to them).
• Confirmation that the employee has not knowingly committed any breach of their employment contract or breach of duty owed to the employer.

Generally accrued pension rights cannot be waived under a Compromise Agreement (as the trustees of the pension fund are not party to the agreement).

If the terms of the Compromise Agreement are breached by the employer, the employee could pursue a claim for breach of contract.

Taxation

Employers often wrongly believe that all payments made on the termination of employment
are subject to a tax exemption of £30,000. Not all sums payable under a compromise agreement are tax-free. In determining what tax is payable in respect of termination payments, the key is to identify each element of the termination package and then consider the tax provisions applicable to the individual elements.

Outstanding wages, bonuses, commission and holiday pay are fully taxable, being payments
made under the employee's contract of employment. Ex gratia (non-contractual) sums paid as compensation for loss of employment under the terms of the compromise agreement are taxable, but subject to the £30,000 tax-free exemption.

Where an employee receives a contractual payment in lieu of notice, the payment is chargeable to tax as earnings from employment. However, where there is no contractual entitlement to a payment in lieu of notice, a non-contractual payment will be regarded as compensation for loss of employment, making it subject to the £30,000 tax-free exemption.


The Legal Stop is a straightforward online business using information technology for the public good. We aim to make the provision of legal services accessible and transparent for people and businesses alike. ]]> thelegalstop http://www.ukbusinesslabs.co.uk/forums/blogs/thelegalstop/391-overview-compromise-agreements.html Are You Making the Most Common Blogging Mistakes? http://www.ukbusinesslabs.co.uk/forums/blogs/briar-copywriting/390-you-making-most-common-blogging-mistakes.html Tue, 29 Jan 2013 16:45:03 GMT Blogging is great for positioning yourself as an expert, boosting your profile and, of course, search engine optimisation. It’s really easy to... Blogging is great for positioning yourself as an expert, boosting your profile and, of course, search engine optimisation.

It’s really easy to get started – all you need is a blog (preferably self hosted with your own unique URL), some ideas and a bit of time.

But despite it being that simple many people are getting it horribly wrong.

Here are a few of the most common mistakes made by would-be bloggers:

1. Not understanding your audience

This is a fundamental requirement if your blog is to be successful.

How can you write stuff your audience will want to read if you don’t know who they are? Granted, anyone could find your blog but you have to keep in mind the people you are writing for and trying to attract.

What is important to them?

On my blog I write about all things copywriting, marketing and social media because the audience I’m writing for are (in general) small businesses looking for some advice when it comes to marketing their businesses. If I suddenly started blogging about my favourite recipes or what my dog did at the weekend, my readers would get fed up and look elsewhere for the information they want.

2. Ignoring your niche

A lot of bloggers want to be all things to all people.

That’s not going to work.

As I mentioned earlier, a powerful blog is one that knows its market and what they want. Writing about something you understand will result in informative blog posts that are relevant to your readers.

Find your niche and stick to it.

3. Blanket writing

This is what happens if you don’t stick to your niche.

Suddenly your blog becomes awash with posts about all manner of topics, none of which gel. You might think you’re doing your readership a great service by taking this ‘all encompassing’ approach but all you’re doing is confusing them.

If you start out writing a blog about photography and start to build a regular readership, those loyal readers will come back time and again because they know they are going to get great information on photography. But if you suddenly start adding posts about cats, cars, insurance etc., the continuity is lost. Because they don’t know if your next post is going to be relevant to them they won’t bother coming back.

If you want to write about 2 very different subjects, get 2 blogs.

4. Being inconsistent

Every post you write has to be written well. The quality of your work can’t slip.

When you start out, fired up with enthusiasm, your posts will be top notch. But as time goes on and you squeeze your blog writing between other things, you might become a little careless; errors will start to creep in and the general standard of your writing might slip.

That is the first sign of a dying blog. Quality is everything so you have to keep your standards high.

But as well as quality, you also have to be consistent with your frequency. Your readers are creatures of habit. If you blog 3 times a week, they’ll grow to expect a new post from you at that frequency. If you suddenly change it or miss a week they’ll be left wondering what’s going on and, ultimately, go and find a different blog that will meet their expectations.

5. No commitment

Just like a dog is for life, not for Christmas, your blog is for life and shouldn’t be started on a misguided whim.

When you’re sat in front of your computer writing your blogs you probably see each post as an unrelated entity. But your readers see them as a series of factual and interesting posts. They expect great things from you and on a regular basis which requires commitment on your part.

If you make the decision to blog, you must be 100% committed otherwise it won’t work.

6. Focus on quality

As I mentioned in number 4, the quality of your posts must be consistent.

To make your blog work well you should ideally be posting at least 3 times a week. Every one of those posts has to add value to your reader and must be thought through and written well.

The mistake many bloggers make is they are so conscious that they have to keep generating posts, it’s not long before quantity becomes more important than quality.

If the quality of your work slips you’ll get known for your bad writing rather than your great information and you really don’t want that to happen.

7. Writing for yourself

You are bound to blog on a topic you know well but you mustn’t lose sight of what’s important to your readers.

Writing about stuff you find interesting is OK but not if no one else is interested in it. If you want your blog to be successful, identify your audience, discover what they want to know and write about that.

8. Poor headlines

No matter how great your writing, if you come up with a lame headline for your blog no one’s going to read it.

Most people will just look at your post’s title. If it doesn’t immediately grab them they won’t read on. So make sure you come up with strong headlines for every post; something that will draw your reader in and make them what to find out more.

9. Blatant self-promotion

The whole point of a blog is to add value to your relationship with your reader.

If every single post you write is a thinly disguised advert for you and your products, your readers will see through you and walk away. So don’t write about your products and services; provide information that your readers can use to their benefit.

Sure, you can link out to your main website from your posts but only if it adds value.

At the end of the post you can always add an author bio with a link to your site.

10. No engagement

Every post you write must engage your reader and make a connection.

Don’t worry that’s easier to do that it sounds. All you have to do is write conversationally and in the second person (using you and your – just like I have done in this post). Your post will then be ‘talking’ directly to your reader, making it personal.

11. Unresponsive

When you start getting traffic to your blog you’ll start to get a few comments coming through.

You have a choice; you could ignore them and come across as someone who couldn’t care less about their readers. Or you could respond and interact with your readers.

It doesn’t take Einstein to work out which is the best option.

12. No promotion

How is someone going to read your blog if they don’t know it exists?

If you want your blog to succeed you have to promote it. Push an RSS feed through to your website, promote your blogs through Twitter and forums.

Basically shout very loudly to anyone and everyone about your blog and they’ll start to take notice.


There you go – 12 of the biggest mistakes new bloggers make. If you manage to avoid them you’ll be well on your way to being the owner of a successful blog.

Have I missed anything?

If you can think of anything else that could prevent a blogger making it big? If so please leave a comment below. ]]> Briar Copywriting http://www.ukbusinesslabs.co.uk/forums/blogs/briar-copywriting/390-you-making-most-common-blogging-mistakes.html Comparing rental prices on Rightmove when Moving to London http://www.ukbusinesslabs.co.uk/forums/blogs/jaroslaw-wolak/389-comparing-rental-prices-rightmove-when-moving-london.html Wed, 23 Jan 2013 11:01:24 GMT With over 10,000,000 visitors a month, most people use this as a reference point. It is not only a great place to find a property to rent, but also a... With over 10,000,000 visitors a month, most people use this as a reference point. It is not only a great place to find a property to rent, but also a great place to compare prices of other rentals.
http://lopa.co.uk/2013/01/21/compari...ing-to-london/ ]]> JAROSLAW WOLAK http://www.ukbusinesslabs.co.uk/forums/blogs/jaroslaw-wolak/389-comparing-rental-prices-rightmove-when-moving-london.html