1. Introduction
Purpose of the Document:
This document outlines a Service Agreement between Media International News LTD (“Distributors Road”) and the client. The purpose of the agreement is to formally establish the terms under which the Service Provider will offer Sales and Network Building with Professional Buyers services to the client. The agreement specifies the nature, scope, and duration of the services to be provided, which are detailed in a phased approach. The document also defines the financial terms including pricing and payment procedures, responsibilities of both parties, and the legal framework governing the execution of the services. This agreement ensures that both parties have a clear understanding of their roles and obligations, as well as the expected outcomes from their collaboration. It is designed to foster a transparent and structured business relationship, minimizing ambiguities and setting the stage for successful service delivery.
Acceptance of Terms:
The acceptance of the terms and conditions set forth in this agreement is formally acknowledged either by signing the PDF registration form or filling the online registration form (Docusign). Completing either of these actions constitutes a binding agreement between you (the client) and Distributors Road. By accepting these terms, you affirm that you have read, understood, and agreed to be legally bound by the provisions detailed in this document. It is important to note that acceptance through either method is sufficient to enforce all terms and conditions of the service agreement, signifying your commitment to adhere to the stipulated obligations and conditions.
2. Description of Services
Nature of Offered Services:
Phase 1: Sales 1st Steps (6 Months)
Duration: January 1, 2025, to June 30, 2025
During this phase we make contact with at least 200 potential final buyers (HoReCa, Clubs, Convenient Stores, Supermarkets, online shops, cruises, duty free, specialist shops, etc).
There may be sales in this first phase, but that’s not the objective: we introduce the idea of buying the new brand, we create the desire, we prepare the next sales phase.
We choose the final buyers based on our existing contacts and the brand’s needs to optimise sales.
Phase 2: Export Sales next Steps (6 Months)
Duration: July 1, 2025, to December 31, 2025
This phase focuses on direct sales through:
Daily Physical Meetings (2 to 4 per day) with final buyers: Our sales manager will conduct face-to-face meetings with professional buyers to sell your products. These interactions include tastings, detailed product presentations, and sales, scheduled from Monday to Friday over 6 Months.
To ensure a seamless and efficient sales process, we have allocated specific time for robust communication between our clients and the sales team. This communication is facilitated through various channels, including a dedicated secure software, email, and calls/whatsapp. The purpose of this structured communication time is to keep our clients fully informed and actively engaged in every aspect of the sales process.
Import and distribution
Our priority is to engage with final buyers first. Once they show interest in your products, distributors and importers typically follow. Here are the different scenarios we handle:
1. Final Buyers with Their Own Import Capabilities
- If the final buyers are part of a group that manages its own imports, they will import the products directly.
- This is a very common situation, allowing for a streamlined process.
2. Direct Purchase by Final Buyers
- If final buyers wish to purchase directly, they can do so.
- If they prefer that we handle the import process, we can do that as well, provided the order meets the minimum of 600 bottles of wine or spirits, or an EXW value of €3000 minimum.
- This flexibility can help speed up the sales process.
3. Final Buyers with Preferred Distributors
- If final buyers prefer to work with a specific distributor, we contact that distributor.
- We offer them the opportunity to distribute your brand instead of leaving it open for competitors to take over.
4. Import and Distribution for Other Clients
- We handle the import and distribution for all other clients.
- For more details, please refer to the distribution guarantee below.
Distribution Guarantee
The distribution guarantee is available in all countries except Canada and the USA.
Under this guarantee, if final buyers express interest in ordering your brand but no distributor in the selected market is willing to import and distribute the products, our company or our dedicated sister company (depending on the country) will step in to import and distribute the products.
The minimum quantity for this guarantee to apply is as follows:
The combined first orders from all final buyers must be equivalent to at least 600 bottles of wine or spirits, or a minimum EXW value of €3000.
This ensures that your products have a path to market even in challenging distribution environments, providing a safety net for your export efforts.
Guarantee of sales
You may request a minimum sales amount, referred to as a sales guarantee.
This request is subject to validation, and if approved, the terms will be specified in your contract.
Should the sales guarantee be accepted and you do not achieve the minimum sales amount outlined in the contract (guarantee clause), you will receive an additional 12 months in the program at no extra cost (excluding the fair, in the same country).
To maintain the validity of this guarantee, all invoices (fees) must be paid promptly, with a strict maximum payment period of 30 days from the billing date.
Daily monitoring
Each day, we update the details of our daily activities on a dedicated and secure online platform. This allows the client to know who we contacted, met, and provides all relevant information about the client interactions and the stages of the sales process. This ensures complete transparency in our work, and all data is transferred to the client in full at the end of the mission.
Fair (optional)
The Fair will take place in an adapted venue selected by our team to foster a conducive environment for sales and business interactions. This venue, which may be a hotel or another suitable location, is chosen for its practicality in facilitating product displays, sales discussions, and networking.
Access is limited to pre-approved Trade Buyers, Distributors, Importers and other key industry stakeholders who have been involved in the Distributors Road initiatives.
This exclusivity safeguards a focused audience that is directly interested in the products being presented, maximizing the effectiveness of sales and potential business opportunities.
Inclusions and Exclusions for the 1-Day Fair
Included:
Venue Rental: The cost of renting the selected venue for the fair is fully covered, ensuring a suitable environment for presentations and interactions.
Equipment Provision: Essential items such as glasses, ice, and spitters are provided, facilitating the tasting and presentation aspects of the fair.
Not Included:
Sample Shipment: The shipment of samples to the fair venue is not included. Participants are responsible for arranging and covering the costs of transporting their products to the location.
Insurances of All Types: Insurance coverage, including but not limited to liability, property, and casualty insurance for the event, is not provided by the organizers. Participants are advised to secure their own insurance to cover all potential risks associated with their participation in the fair.
Focus and Purpose of the Fair:
The Fair is designed not as a large, general trade show but as a targeted sales event.
Its primary objective is to facilitate Direct Meetings, Tastings, and Sales interactions between our suppliers and the key final buyers. This setup is intended to maximize the efficiency of sales efforts and enhance the potential for successful business outcomes.
We strive to create an environment that is highly conducive to business dealings, focusing on making every interaction count towards achieving sales targets.
This event is about creating effective opportunities for our clients to showcase their products directly to interested buyers in a setting that is optimized for closing deals and building business relationships.
3. Duration (Programme Distributors Road)
Start and End: January 1st, 2025 to December 31, 2025
- Dates may change if necessary, in which case customers will be notified. If the dates are changed by more than 6 months, the customer may cancel the booking and request a full refund.
- If different dates are indicated in the contract, then the dates specified in the contract will take priority over these dates.
- After the first year, we continue to follow up with the final customers identified during the program.
- If you require additional work after the first year, such as finding more customers, we will discuss and agree on a structure. This may involve calculating a percentage on sales for external distributors we sell to, or we can handle the import and distribution ourselves.
4. Pricing and Payment
Fee Details:
The fee for participating to Distributors Road depends on the selected country and is communicated to potential clients via email or through our website pages once they have been selected based on criteria such as quality and availability of their products. This tailored approach ensures that all participants are provided with the most accurate and relevant pricing information for their specific situation.
Payment Terms:
Deposit: it price must be paid within 8 days of signing the registration contract. This deposit secures your participation and initiates the service provision.
Balance Payment: The remaining balance of the total price is due as outlined in the registration contract. You can choose to pay the balance in one lump sum before the start of the program or in multiple installments, subject to an additional fee. In all cases, payment must be completed within 8 days of the invoice date to avoid any interruption of services.
Payment Method: All payments should be made exclusively by bank transfer to the following account:
Beneficiary: MEDIA INTERNATIONAL NEWS LTD
IBAN: GB13 REVO 0099 6925 5839 64
BIC / SWIFT: REVOGB21
Address: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom
Bank / Payment Institution: Revolut
This method of payment ensures secure and traceable transactions, aligning with our commitment to transparency and financial integrity.
Non-payment Consequences: Failure to make a payment within 30 days of the invoice date will result in the contract being paused until the payment is received. During this pause, all services will be temporarily halted. Please note that even if the contract is paused, the full amount of the program is still required, and all invoices must be paid in full in all cases. Ensuring timely payment is essential to avoid interruptions in service and to maintain the continuation of the agreement.
Refund Policy: In the event of unforeseen circumstances, such as the inability to send samples, stock shortages, bankruptcy of the client, or quality issues, the Service Provider shall not refund any part of the initial fees, either partially or in full. The fees cover significant operational costs incurred from the outset, leaving no margin for refunds to ensure the interests of all participating clients are protected.
Cancellation by Service Provider: If the service is canceled by the Service Provider before commencement for any reason, the client will be fully refunded their deposit. This guarantees that clients are not financially disadvantaged by decisions outside their control.
These terms are designed to ensure fairness and clarity for both parties, supporting the successful execution of the agreed services.
If other information relating to payment, deadlines, dates, amounts, etc. is indicated in the contract, then it will take priority over the information indicated here.
5. Obligations of the Client
Compliant Use:
For the successful execution of our services, it is imperative that the client provides complete and accurate information regarding their products. This includes detailed descriptions of product types, precise pricing structures, and comprehensive communication strategies. By supplying this essential data, our sales team is equipped with the necessary tools to effectively represent and promote the client’s offerings to final buyers.
The accuracy of this information directly influences our ability to conduct fruitful negotiations and secure advantageous deals on behalf of the client. Inaccuracies or omissions can hinder the sales process, potentially leading to missed opportunities or misconceptions about the products. Therefore, we stress the importance of thorough and precise information sharing as part of the client’s compliance with the terms of our agreement. This commitment ensures that all promotional activities and sales efforts are based on reliable and up-to-date data, maximizing the potential for success.
Restrictions:
As part of the terms and conditions governing the use of our services, there are specific prohibitions aimed at maintaining the integrity and reputation of our company and all participants involved. Clients are strictly forbidden from engaging in any actions or making statements that could negatively impact our company’s image or the reputation of other participants in the program. This includes, but is not limited to:
Disparagement: Clients must not make negative or derogatory remarks about our services, our staff, or other participants to distributors, importers, or potential customers. This ensures that all interactions remain positive and constructive, fostering a professional and supportive environment for all involved.
Harmful Actions: Any actions that could potentially harm the business operations, sales, or image of our company or other participants are strictly prohibited. This includes any form of unethical competition or behavior that undermines the collective efforts and strategies laid out in the service agreement.
The assessment of what constitutes inappropriate behavior or damaging actions will be determined from our company’s perspective. Should a client be found violating these terms, we reserve the right to terminate the service immediately. Furthermore, such behavior could lead to legal action being pursued against the offending client.
In the event of service termination due to non-compliant behavior, the client will not be entitled to any refund. This policy is in place to protect our company and our clients from any undue harm and ensure that all parties can operate in a secure and respectful business environment.
6. Intellectual Property
Rights to Provided Content: Management of rights on produced and used content.
Under this agreement, clients grant our company the comprehensive right to manage and utilize content in various forms to support the marketing and sales efforts. This includes content provided directly by the client, as well as content derived from their website or developed independently by our team. The scope of this authorization covers:
Use of Provided Content: Clients agree to allow us to use any content they provide, such as product descriptions, images, logos, and other marketing materials, in ways that we deem suitable for promotional and operational purposes.
Creation of New Content: Our team is authorized to create new content based on the initial information and materials provided by the client. This can include editing, adapting, or creating derivative works that are optimized for various marketing channels and strategies.
Communication Rights: We retain the right to use all such content across different communication mediums. This encompasses digital marketing, social media posts, email campaigns, and any other promotional activities that can enhance visibility and sales opportunities.
Comprehensive Management: The right extends to managing the content in all ways we see fit, ensuring that the presentation and dissemination of information are aligned with strategic marketing goals and the overall branding direction agreed upon with the client.
By granting us these extensive rights, clients facilitate a more dynamic and effective marketing approach, allowing our team to deploy content strategically across multiple platforms and formats. This flexibility is crucial in adapting to market trends and buyer preferences, thereby maximizing the impact and reach of promotional activities.
8. Confidentiality and Data Protection
Privacy Policy: How personal data are collected, used, and protected.
Our privacy policy ensures that all personal data collected from clients is handled in strict compliance with applicable laws and regulations to ensure privacy and security. Here’s how we manage personal data:
Data Collection: We collect personal data through various means that are legally permissible. This includes data provided directly by clients through registration forms, email communications, and business transactions. We may also collect data indirectly via analytics tools on our websites, social media interactions, and other digital platforms where clients engage with our services.
Use of Data: The personal data collected is primarily used to facilitate the services we provide, including service administration, client support, and the execution of sales and marketing strategies. We may also use this data to improve our service offerings and to communicate with clients regarding new opportunities, updates, or changes in our policies.
Data Protection: We are committed to protecting the personal data we collect. Various security measures are implemented to safeguard data against unauthorized access, disclosure, alteration, or destruction. These measures include, but are not limited to, secure data storage systems, encryption technologies, and restricted access protocols.
Legal Compliance: Our handling of personal data strictly adheres to the legal standards set by relevant data protection laws. This commitment ensures that all data processing activities are lawful, fair, and transparent, respecting the privacy rights of our clients.
By following these guidelines, we ensure that personal data is used responsibly and ethically, reinforcing trust with our clients while complying with all applicable legal requirements. This approach not only protects our clients but also enhances the integrity and reliability of our operational processes.
9. Termination and Suspension
Termination Conditions: How and when parties can terminate the contract.
Our contract allows for flexible termination conditions to accommodate the varying needs and circumstances of both parties:
Client-Initiated Termination: Clients have the right to terminate the contract at any moment. This provision is designed to provide maximum flexibility, ensuring that clients can make decisions that best suit their business needs without being locked into an ongoing commitment. However, in the event of such termination, the initial full fee amount for the year remains due and must be paid in full, regardless of the termination.
Company-Initiated Termination: Our company reserves the right to terminate the contract at any time without providing a reason. This measure is typically taken in cases of client behavior that negatively impacts our company or other participants. Such actions may include, but are not limited to, non-compliance with the contract, unethical business practices, or any form of behavior that could potentially damage the reputation or operational effectiveness of our company or its clients.
In the event of such termination, the client may be eligible for a partial refund. The amount of the refund will be determined based on the duration of the program completed and the actions already taken on behalf of the client.
Consequences of Termination: Details on Post-Termination Obligations
Upon termination of the contract, regardless of the initiating party, the following procedures will be followed to ensure a clear and fair conclusion of the agreement:
Data Delivery: Upon termination, we will deliver all relevant data to the client. This includes contact information and details about buyers and distributors with whom we have engaged on behalf of the client’s products during the term of the contract. This ensures that clients retain the necessary information to continue their business activities independently.
Handling of User Data: We are committed to handling user data responsibly, even after the termination of the contract. All personal data will be managed in accordance with our privacy policy and applicable data protection laws. This includes the secure storage or deletion of personal data, as appropriate, to respect the privacy and security of the client’s information.
These termination conditions and post-termination obligations are designed to protect both parties’ interests and to facilitate a smooth transition should the contract end. They ensure that both the client and our company can part ways amicably and responsibly, with each party retaining the resources and information necessary to continue their respective business endeavors without disruption.
9. Case of Force Majeure
Definition and Conditions:
Force majeure refers to extraordinary events or circumstances beyond reasonable control that prevent or impede the fulfillment of contractual obligations. Examples of such events include, but are not limited to, natural disasters (like earthquakes, hurricanes, or floods), war, riots, strikes, epidemics, or changes in laws and regulations.
Management of Force Majeure Situations:
In the event of a force majeure, our company takes the following steps to manage the situation:
Notification: We will promptly notify all affected clients of the occurrence of a force majeure event and provide details regarding which obligations are likely to be impacted.
Suspension of Services: Our services may be suspended for the duration of the force majeure event without liability. This suspension will continue until it is reasonably possible to resume operations.
Company Discretion in Solutions: In response to a force majeure event, our company retains the right to decide on the appropriate solutions, including potentially stopping all services. This decision is made based on the severity and impact of the force majeure event on our ability to deliver services.
No Refunds: Importantly, in cases where we decide to stop all services due to a force majeure event, clients are not entitled to any refunds. This policy acknowledges the unpredictability and external nature of such events and the substantial impact they may have on our operational capacity.
By having these provisions in place, we ensure that there is a clear understanding and agreement on how unforeseeable and uncontrollable events are managed, thereby protecting the operational integrity of our company while also setting realistic expectations for our clients.
10. Modifications of the Terms and Conditions
Modification Process:
Our terms and conditions are dynamic documents that may be amended at any time to reflect changes in our services, legal requirements, or operational needs. Here’s how modifications are managed and communicated:
Ability to Change Terms: We reserve the right to modify the terms and conditions at any point. This flexibility ensures that our policies can evolve in step with changes in the business environment, regulatory landscape, or in response to feedback from clients and partners.
Notification to Users: When modifications are made to our terms and conditions, we update the information on our website. It is the responsibility of our clients to regularly check these updates to stay informed of any changes. We encourage clients to proactively visit the designated section of our website where updates to terms and conditions are posted. This approach ensures that clients are always accessing the most current information that governs their use of our services.
Effective Date of Changes: Modifications to the terms and conditions take effect immediately upon posting, unless otherwise specified in the notification. Clients are encouraged to review the revised terms regularly to understand the current terms governing their use of our services.
Applicability of Terms:
For Contractual Purposes: The terms and conditions that apply to any contract are those that were in place and accepted online at the time of the contract’s formation. This ensures that both parties have a clear, unambiguous understanding of the terms that govern their specific agreement.
For Daily Operations: The terms and conditions that apply to daily interactions and ongoing services are the ones currently in effect. This distinction ensures that while contractual obligations are preserved under the terms at the time of agreement, the ongoing relationship between clients and our company can adapt to evolving legal and operational environments.
This structured approach to modifying terms provides clarity and continuity for our clients, ensuring that they are always informed of the terms that govern their contractual and daily interactions with our services.
11. General Provisions
Applicable Law and Jurisdiction
This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.
Entirety of the Agreement
This Terms and Conditions document constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, and arrangements, whether written or oral, relating to this subject matter. No representation, statement, inducement whether oral or written not contained herein shall bind any party to this contract. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into these Terms and Conditions.
Contact and Support
- Email: ap@distributorsroad.com
- WhatsApp: +44.7856.313897