14. Full agreement. This Agreement, including all schedules, exhibitions and annexes it contains, defines the parties` overall agreement and understanding of the purpose it contains and replaces all agreements, promises, agreements, agreements, communications, assurances or guarantees, whether oral or written by an officer, partner, staff member or representative of a party. No amendment or amendment to this agreement or waiver of the rights of this contract is effective, unless it is to be sent in writing by both parties. No provision in this agreement, whether express or implied, is intended to confer rights or remedies on persons or entities that are not parties to this agreement or to consider them to be instigable. 3. the application and agreement of resellers. The agent only provides any potential distributor with marketing and promotional materials provided in advance by FS or approved by FS in writing. These materials contain a distributor application in a form prescribed by FS and a dealer contract. Under no circumstances is the agent entitled, in the course of the performance of his undertaking under this directive, to offer or submit documents on behalf of FS (print, electronic or otherwise) to a future distributor, effective distributor or other third party that has not been provided by FS or previously approved in writing by FS.
FS has no right to accept, ratify or terminate dealer agreements and to include a distributor in the program. FS may, at its sole discretion, refuse to accept a distributor of the program for any reason. Under no circumstances can the agent consider that he has the right to accept or refuse a distributor`s application for a dealer contract, nor to respect or represent third parties who have the right to modify or accept the distributor`s agreement in one way or another; (b) to include a distributor in the program; or (c) to retain FS, legally or otherwise. No agreement reached by or through the agent or its affiliates is legally or otherwise binding for FS until it has been accepted in writing by a duly authorized FS delegate. The agent is solely responsible for all costs incurred by the agent in the performance of services under this file, including, but not only the costs related to the agent`s employees or advisors. The agent acknowledges and accepts that FS may, at its sole discretion, change the terms of the program, including, but not limited to, their pricing, without notice or agreement from the agent. However, you have to be very careful when considering these proposals. There are often opaque clauses that are buried in these contracts, which could prove very costly for you in the long run and nullify the purpose of this whole exercise. In particular, make sure that royalties are minimal. Here`s what such a clause might look like in your proposed service contract: Yes, you read correctly, your monthly minimum will increase in arithmetic progression for the life of your independent distribution organization service contract, which, in the example above, is six years. So unless you have a number of convenience stores in a hurry to tear up their existing reseller processing contracts, just so they can register with your company, never sign an ISO agreement containing such a clause! If you don`t, you`ll regret it. Indeed, I would advise against signing such an agreement, no matter what.
And in case you`re wondering why someone would have entered such a thing in your contract, the answer is that, yes, the minimum fees are there to make sure your sponsor bank makes money with its ISO/MSP, in addition to its dealers. 10. attribution; Successors; Changes.