Independent Sales Agent Agreement (South Africa)

Independent Sales Agent Agreement

This agreement is made between:

1. [Principal (your business) name], registration number [Principal registration number], of [Principal address] (the "Principal"); and
2. [Agent name], ID or registration number [Agent ID or registration number], of [Agent address] (the "Agent").

It starts on [Effective date] (the "effective date").

1. What the Agent does

1.1 The Agent may promote and offer the following to prospective customers (the "products"): [Products or services the agent may sell], in the following area: [Where the agent may sell].

1.2 The Agent has no authority to sign contracts for the Principal, accept payments on its behalf, change its prices or terms, or make promises about the products beyond the Principal's published materials. Every sale is concluded between the customer and the Principal on the Principal's standard terms and is subject to the Principal's acceptance.

2. The Agent is independent

1. The Agent is an independent contractor and not an employee, partner or agent in the sense of having authority to bind the Principal. Nothing in this agreement creates employment.
2. The Agent decides when, where and how to work and how many hours to spend. The Principal does not supervise the Agent's hours, set a work schedule or require reporting beyond what is needed to record sales and pay commission.
3. The Agent uses their own equipment, communication tools and transport and pays their own costs. The Principal does not reimburse expenses unless it agrees in writing beforehand.
4. The Agent is free to work for other businesses and to sell other products, but must not use the Principal's confidential information or customer lists for anyone else, and must tell the Principal if they promote a directly competing product to the same prospects they approach for the Principal.
5. The Agent does not receive salary, leave, bonuses, medical aid, retirement benefits, unemployment insurance or any other employee benefit from the Principal.
6. The Agent must not describe themselves as an employee of the Principal. They may say they are an independent sales agent of the Principal.

3. Commission

1. The Principal pays the Agent commission of [Commission (percentage)]% of each payment the customer actually makes, excluding VAT, for each sale the Agent introduced that the Principal accepted.
2. Commission is earned only when the customer has paid the Principal in cleared funds. No commission is payable on a sale that is not accepted or is not paid.
3. The Agent is paid only commission. The Principal does not guarantee any minimum income, and the Agent accepts the risk that they may earn nothing in a period.
4. If a customer cancels or receives a refund, or a payment is reversed, commission on that amount is not earned. If it has already been paid, the Principal may set it off against later commission or ask the Agent to repay it.
5. The Principal sends the Agent a statement of commission earned each month. The Agent sends the Principal an invoice for the amount. The Principal pays it within 14 days of receiving a correct invoice.
6. A sale counts as introduced by the Agent if the customer first came to the Principal through the Agent's contact, as shown in the Principal's records. If two agents claim the same sale, the Principal decides from its records, acting fairly.

4. Tax and registrations

1. The Agent is responsible for their own income tax, provisional tax and, if registered, VAT, and for any registrations the law requires of them. The Agent must give the Principal their tax and VAT details if the Principal asks for them.
2. The Principal does not deduct employees' tax, unemployment insurance contributions or skills development levies from commission, and does not register the Agent for them, unless the law requires it. If SARS or another authority decides otherwise, the parties will deal with the correction in good faith.
3. If the Agent is VAT-registered, the Agent must send a valid tax invoice. Commission is exclusive of VAT, which the Principal adds if it applies.

5. How the Agent markets

1. The Agent must comply with the Protection of Personal Information Act 4 of 2013, the Consumer Protection Act 68 of 2008, the Electronic Communications and Transactions Act 25 of 2002 and any other law that applies to marketing and selling.
2. The Agent must not send unsolicited electronic messages (email, SMS, WhatsApp or similar) to people unless the law allows it and the Principal's direct marketing policy is followed. In particular, the Agent must not message a person who has not agreed to it, other than as the law allows, and must stop when someone objects.
3. Every electronic message must say who it is from and give an easy way to opt out. The Agent must record every opt-out and tell the Principal within 2 days so that the person is not contacted again.
4. The Agent may use only the marketing materials, prices and claims the Principal has approved. The Agent must not make false or misleading statements, promise results the Principal has not agreed to, or put pressure on a prospect.
5. The Agent must not buy, scrape or use contact lists unless the Principal has approved the source in writing.
6. The Principal's contact for questions about marketing is [Principal's contact for marketing questions].

6. Personal information

1. The Agent may receive or collect personal information about prospects and customers while working for the Principal. The Agent must use it only to sell the products and for no other purpose, and must not share it except with the Principal.
2. The Agent must keep personal information secure, limit access to people who need it, and not copy it to personal accounts or unsecured devices.
3. The Agent must tell the Principal at once, and in any event within 24 hours, if personal information is lost, stolen or accessed without permission.
4. When this agreement ends, or when the Principal asks, the Agent must hand over or securely delete all personal information and confirm in writing that they have done so.

7. Confidential information and ownership

1. The Agent must keep the Principal's confidential information (including pricing, product plans, customer and prospect details and the terms of this agreement) confidential during this agreement and for 3 years after it ends, and must use it only to perform this agreement.
2. Customers and prospects who came through the Principal's marketing, systems or materials belong to the Principal. The Agent acquires no rights in them and must not use them for another business.
3. The Principal's names, logos and materials remain its property. The Agent may use them only as the Principal approves and only while this agreement is in force.
4. Anything the Agent creates for the Principal under this agreement, such as scripts, presentations or lists, belongs to the Principal and the Agent assigns all rights in it to the Principal.

8. Ending this agreement

1. Either party may end this agreement by giving 14 days' written notice.
2. The Principal may end it immediately by written notice if the Agent breaches section 5, 6 or 7, acts dishonestly or damages the Principal's reputation. Either party may end it immediately if the other commits a serious breach and fails to fix it within 7 days of written notice.
3. When it ends, the Agent must stop promoting the products, return or delete the Principal's materials, and the Principal pays commission earned on sales paid before the end date. Commission on later payments is paid only if the agreement says so in writing.
4. After this agreement ends, the Agent's restraint is: None. If a restraint applies, the Agent must not, for that period, solicit the customers the Agent dealt with for the Principal for a directly competing product. The restraint applies only to the extent a court finds it reasonable.

9. General

1. This is the whole agreement about its subject matter. A change is valid only if it is in writing and signed by both parties.
2. The Agent may not transfer this agreement or let someone else perform it without the Principal's written consent.
3. If a court finds any part unenforceable, the rest remains in force.
4. Each party chooses the address given above for legal notices and may change it by written notice.
5. This agreement may be signed in counterparts and electronically. It is governed by the law of the Republic of South Africa, and the parties agree to the non-exclusive jurisdiction of the [Court area].