Terms of service
ProApp retains exclusive ownership of all elements of the service, intellectual property, the users and
information concerning the services and users.
ProApp reserves the right to terminate or modify the ProApp service, by giving at least 7 days
notice on the web (unless urgently required).
The Business Partner shall during the continuance of his membership be entitled to market the ProApp
service subject to ProApp's direction.
ProApp shall during the continuance of this Agreement:
Use reasonable efforts to meet the Business Partner's orders promptly, subject to availability
and its other rights in this Agreement;
Pay commission payments in accordance with the ProApp Commission Plan as modified from time
to time and subject to a minimum commission of £10.00 being payable to the Business Partner.
Commission maybe withheld if in any 3 month period the increase in usage over the previous 3
month period is below 15%.
The Business Partner is not and shall not hold himself out as an employee or statutory agent of
ProApp but is, and shall at all times act as, the principal of his own independent business.
The Business Partner shall operate his business in a lawful and ethical manner and comply with the codes
of the Direct Selling Association and any other applicable codes and legislation.
The Business Partner hereby acknowledges that he is not under any circumstances neither authorised nor
permitted to make representations on behalf of or incur liabilities on behalf of ProApp.
- The Business Partner shall at all times comply with ProApp's policies and procedures as set
out in any Conduct Instructions provided by ProApp. The Conduct Instructions can be modified
by ProApp in such manner as it reasonably thinks fit on 7 days' notice. The Conduct
Instructions form part of this Agreement.
- ProApp has the right not to pay commission or bonus of minimum orders, if their frequency or
the number of customers introduced falls below any minimum set by the Company from time to time.
ProApp may set off any amount due from ProApp to the Business Partner from any amount due
from the Business Partner to ProApp.
- The Business Partner agrees should any commission remain unclaimed by the Business Partner from
ProApp for a period exceeding 21 days (from the date of such commission being due), the
Business Partner shall automatically waive his right to claim such commission payments and
ProApp shall reserve the right to write-off any such unclaimed commissions.
- It shall be the Business Partner's responsibility to keep ProApp informed of any changes to
his billing details, in order to enable ProApp to maintain correct records and issue
appropriate payments to the Business Partner.
- Any notice, request, instruction or other document to be given hereunder shall be delivered or
sent by first class post or by electronic or facsimile transmission to the contact details of
each party and any such notice or other document shall be deemed to have been served (if
hand-delivered) at the time of delivery, (if sent by post) upon the expiration of 48 hours after
posting and (if sent by electronic or facsimile transmission) upon the expiration of 12 hours
The Business Partner shall not make any misleading, false or exaggerated claims about the ProApp
business opportunity or ProApp products and services and shall not describe ProApp's products or
services or make any warranties in relation to them except in terms authorised by ProApp in writing.
More than 100,000 calls per month requires written approval.
This Agreement shall remain in force from the date hereof and continue until terminated by either Party
on provision of 30 days' prior written notice.
The Business Partner shall pay all amounts owing to ProApp within 30 days of the date of invoice.
Immediate termination of this Agreement by ProApp shall be permitted where:
- The Business Partner engages, whether directly or indirectly in any other business opportunity
involving the marketing of telecommunications services or of similar products, discounts and/or
services (including pre-paid calling cards) to those provided by ProApp;
- The Business Partner signs or purports to sign any contract, agreement or other document
whatsoever on behalf of New Call Telecom Limited;
- The Business Partner uses any printed material (other than personal stationery) which has not
been specifically authorised by ProApp;
- The Business Partner promotes any goods, business or service which may in any way conflict with
ProApp and has not obtained ProApp's prior consent to do so;
- The use by Business Partner of media advertising which has not been specifically sanctioned by
- If the submitted forecast for calls per month is exceeded;
- Such other matters, as ProApp, in its reasonable opinion, deems serious enough to warrant
immediate termination; and
- The Business Partner has failed to pay ProApp pursuant to clause 12 above.