THIS MERCHNAT AGREEMENT IS MADE ON THIS ………DAY OF APRIL, 2021
BETWEEN
THREADOLOGY BAR
(ADDRESS)
-AND-
(THREADOLOGIST)
[Address]
[Email]
MERCHANT AGREEMENT
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MERCHANT AGREEMENT
THIS MERCHANT AGREEMENT (the “Agreement”) is made and entered into on…………day
of……………Two Thousand and Twenty-One (2021)
BETWEEN;
Threadology Hub, a lead generator to salon owners and technicians who specialize in
threading and hair removal by threading and sugaring , with its office located at …………..,
and hereinafter referred to as the “Merchant” of the one part
AND
___________________________, a salon owner/technician specializing in
threading and hair removal with threading and sugaring of the other part. Their address is
…………This party shall hereafter be referred to as the “Threadologist”.
WHEREAS;
A. The Threadologist is a part of the certified threadologists merchant program.
B. The Merchant is committed to ensuring the prosperity of the threadologist through
mentoring and ensuring that they refer leads to the said threadologist.
C. The Threadologist shall endeavour to maintain the highest standards of work and
strictly adhere to the guidelines that may be issued by the Merchant.
D. The Threadologist is independent and shall not be deemed to be an employee of the
Merchant at any time.
E. The parties have agreed to be bound by the terms of this written Agreement as well
any other that may be agreed upon in writing.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions
contained herein, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS
FOLLOWS:
- DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, except to the extent expressly provided otherwise:
“Agreement” means this Agreement and any amendments to this Agreements which may
be made from time to time;
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“Effective Date” means the date of execution of this Agreement;
“Proprietary or Confidential Information” includes, without limitation, (i) written or
oral contracts, business methods, business policies, computer retained information,
notes, or financial information among other related documents.
“Intellectual Property Rights” means any rights in patent, copyright, trademark and
trade name, related registrations, applications for registration and trade secrets, moral
rights and goodwill.
“Threadologist” A certified threader of Threadology Bar that meets the quality
standards of the company.
“Threadology Hub” The location where Certified Threadologists operate from and
where Threadology leads are redirected to based on the proximity needed of the client.
1.2. Any annexures or schedules to this Agreement shall form an integral part of and be
construed in accordance with this Agreement.
1.3. Reference to any Party hereto shall, where the context admits, be deemed to include,
as appropriate, its permitted successors, personal representatives or assigns.
1.4. The headings in this Agreement are included for convenience only and shall not affect
the interpretation or construction of this Agreement.
1.5. Words denoting the singular shall include the plural and vice versa.
1.6. Words denoting any gender shall include a reference to each other gender.
- TERMS OF ENGAGEMENT
2.1. The Merchant shall market the Threadologists work to their existing client database and
network to generate leads and booked appointments for the threader, who shall then
become a certified Threadologist.
2.2. The Threadologist shall have an operating location upon which the Merchant shall
redirect all leads based on the proximity of the Client and the Threadologist.
2.3. The Merchant’s role is limited to mentoring and referring clients to the Threadologist.
As such, the Threadologist is not an employee of the Merchant herein.
2.4. Notwithstanding clause 2.3 above, the Threadologist shall not use any other marketing
material except what the Merchant shall provide. Use of such other material shall
constitute breach of a fundamental term of this Agreement and may result in
termination of the same.
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2.5. For the Threadologist to qualify for the mentorship programme offered by the Merchant
herein, the Threadologist shall adhere to the conditions that shall be set out by the
Merchant including;
a. Participating in an online face to face Interview with a volunteer to show
threading technique etc
b. Sending Photos and videos of the Threadologist’s twork to the Merchant.
c. Sending Photos of the salon and or booth where the Threadologist shall be offer
their services (inside and outside)
d. Adhere that they wear a mask and observe sanitary practices
e. Using only proprietary thread on all Threadology Bar client leads
f. Placing a sticker or banner outside their location showing that they are a
Threadology Hub
g. Show that they are a certified Threadologist by displaying a certificate inside
their salon near the chair or work station
h. Check their appointments daily on their Threadology booking calender. The
Clients will not call the Threadologist to verify availability. From the
Merchant’s experience, clients book an appointment and show up 99% of the
time.
i. Comply with initial and monthly reviewing system
2.6. The initial and ongoing cost for the Threadologist to participate in the programme shall
include;
a) One spool of thread for which the Threadologist shall purchase at a cost of
$9.99
b) A Sticker and certificate which shall be sent to the Threadologist and placed
for public viewing (sticker outdoor, certificate indoor) $5.99
c) Automatic re order for spool every three months at a cost of $9.99
d) If the Threadologist also is a sugarist that offers hair removal by use of
sugaring, then only Maysoon inc.or Threadology Bar sugar wax can be used.
2.7. The Threadologist shall fully comply with honoring booked appointments. In the case
of an unsatisfied client claiming bad service and requesting a refund, the
Threadologist shall refunded the amount paid in total, then submit proof of refund
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through merchant service provider showing receipt processed to receive their booking
fee of the $5 back. No cash refunds shall be accommodated.
2.8. The Merchant shall not share client’s information with the Threadologist and/or
vendor. Should the client desire to share such personal information, they shall do so
directly to the certified Threadologist they receive services from.
2.9. The Threadologist shall be removed from the program in the event they are compelled
to make a total of 3 refunds for unsatisfied clients/missed appointments.
- CONSIDERATION
3.1. The Merchant shall retain $5 off every booked appointment (on services of $20 or more)
booked through such Merchant’s leads and $5 booking appointment which shall be
deducted from the total services the client receives from their visit to the
Threadologist.
3.2. Both Parties agree that any payment referred to in this Agreement must be made in
US DOLLARS.
3.3. The Payment stated in this Section does not include sales tax or other applicable
duties that are required by law. Any sales tax and duties required by law will be
charged to the Threadologist. - CONFIDENTIALITY AND NON-DISCLOSURE
4.1. The Parties shall maintain the confidentiality of all the private affairs and/or
information of each other and shall not disclose such information to a third party
without the express consent of that party.
4.2. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive
property of that party. The parties agree that in the event of use or disclosure by the
other party other than as specifically provided for in this Agreement, the non-disclosing
party may be entitled to equitable relief.
- TERM AND TERMINATION
5.1. The term of this Contract shall commence on the date of execution of this Agreement
and will remain in full force and effect until terminated by either party.
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5.2. Either party that wishes to terminate this contract shall issue to the other party a
notice not less than 30 days.
5.3. Factors that shall lead to the termination of the Agreement shall include;
a) refunds for unsatisfied and or missed appointments
b) Not using proprietary Thread on all Threadology leads
c) Canceling automatic 3-month subscription of reordering of one threading spool
d) Use of Threadology branding/marketing material outside
e) 2 or more Poor service noted in online and private reviewing systems
f) Slander of Threadology to clients online, face to face or over the phone
g) Refusing to honor booked clients, whether new or repeat through Threadology
website/booking software
h) Not complying with review requirements monthly
i) Not honoring rebooks of clients through the Threadology booking system
j) Not updating booking appointments daily
k) Not performing the 3-month test on continuing education
- FORCE MAJEURE
6.1. In this Section “Force Majeure” shall mean any event beyond the reasonable control of
the Parties, and which is unavoidable notwithstanding the reasonable care of the party
affected, and shall include but not be limited to war, insurrection, riot, civil unrest,
sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident,
epidemic, act of God, action or inaction of any governmental official or agency (civil or
military) and refusal of any licences or permits, if properly applied for.
6.2. If either Party is prevented from or delayed in performing any of its obligations under
this Agreement by an event of Force Majeure, then it shall notify the other in writing of
the occurrence of such event and the circumstances thereof within fourteen (14) days
after the occurrence of such event.
6.3. The Party who has given such notice shall be excused from the performance or
punctual performance of its obligations under this Agreement for so long as the relevant
event of Force Majeure continues and to the extent that such Party’s performance is
prevented or delayed. The occurrence of any event of Force Majeure affecting either
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party shall not give rise to any claim for damages or additional costs and expenses
suffered or incurred by reason of Force Majeure.
- SEVERABILITY OF PROVISIONS
If any provision or part-provision of this Agreement is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-
provision under this Clause shall not affect the validity and enforceability of the rest of this
Agreement.
If one Party gives notice to the other of the possibility that any provision or part-provision of
this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to
amend such provision so that, as amended, it is legal, valid and enforceable, and, to the
greatest extent possible, achieves the intended commercial result of the original provision.
- WAIVER
8.1. Failure by either party to enforce any provision of Agreement will not constitute a
waiver or affect its right to require the future performances thereof, nor will its waiver
of any breach of any provision of this Agreement constitute a waiver of any subsequent
breach or nullify the effectiveness of any provision.
8.2. No waiver will be binding unless made in writing and signed by the party making the
waiver and specifically stating that it waives a provision of this Agreement.
- GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This Agreement shall be governed by and construed in accordance with the laws and
regulations of the State of _____.
9.2. Any dispute arising out of or in connection with this Agreement shall be settled
amicably by the parties in good faith by whatever means the parties deem appropriate.
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If the parties cannot themselves resolve any such dispute between them within 14 days
from the time the dispute arose, initial resort shall be had to private conciliation or
mediation in a form agreed by the parties. If within a further 14 days after the dispute
has arisen a satisfactory private conciliation or mediation process has not been agreed
upon by the parties, or if within 45 days after the dispute has been submitted for
private conciliation or mediation it has not been resolved to the satisfaction of the
parties, then the dispute may be submitted for final and conclusive resolution to the
court.
- NON-ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder shall be assigned by either
party hereto (other than by operation by law) without the prior written consent of the
parties. - ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties.
This Agreement may not be modified except in a writing signed by the Parties and expressly
referencing this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate, each of which shall be considered an original, by themselves/respective signatory
officials thereunto duly authorized as of the day and year first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED
THE TERMS OF THIS AGREEMENT
MERCHANT THREADOLOGIST
NAME: NAME:
SIGNATURE: SIGNATURE:
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DATE: DATE:
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