Legal Advice - Contract Review
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- Proposals: 2
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- #2017865
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Description
Experience Level: Intermediate
We act as an affiliate for a company. We have an agreement in place with them for 5 years, 4 of which are unexpired. With GDPR approaching, this supplier has issued us with a new contract (30 pages) and given us exactly 1 week to sign and return it. It has been issued to us as if we must accept and agree to these terms. There has been no consultation.
This new agreement changes our commission structure and has several clauses in it that we don't want to accept / cannot accept.
Our primary concerns are:
The new contract seems to be written in a way that suggests we agree that the data of our members who purchase via the white label site they provide becomes "shared data". We wish to retain full ownership of the data we hold and do not wish to sign anything that gives this company the power to market to our database during, during or after termination of our agreement.
The new contract states that we must work exclusively with them and no one else for the supply of the product they provide. It prohibits us from soliciting business elsewhere. We already work with other businesses who sell the same product, so we cannot agree to any terms of exclusivity.
The new commission structure is vague and unclear how much we will be paid because ther are variables at play that cannot be adequately illustrated by example. It also uses figures that do not apply to us to demonstrate our new rates. It also states that we must agree and acknowledge things about our existing profit share that we do not/never had access to and are therefore impossible for us to acknowledge or agree to.
We are concerned that our supplier might be using the GDPR deadline to force new terms onto us that we do not wish to accept that are not connected to GDPR itself and not beneficial for our business.
We would like to take legal advice and ask someone who is qualified to read over both the original agreement, the new ones and our specific concerns regarding its clauses (1 page) and offer us legal advice about what we should do. Specifically, we'd like to know:
As we are not in material breach of the original agreement, are they allowed to force new terms on us when we have an existing agreement in place? So far as I can see, the original document says that terms cannot be amended without the written agreement of both parties.
Should we counter their terms with a revised agreement that is less ambiguous about the data and who can use it?
I do not wish to upload the documents on this ad, which is why I have described them in length.
If this sounds like something you can do for us, please provide us with a quote and a time frame for the work. We can then provide you with the specifics of the project.
This new agreement changes our commission structure and has several clauses in it that we don't want to accept / cannot accept.
Our primary concerns are:
The new contract seems to be written in a way that suggests we agree that the data of our members who purchase via the white label site they provide becomes "shared data". We wish to retain full ownership of the data we hold and do not wish to sign anything that gives this company the power to market to our database during, during or after termination of our agreement.
The new contract states that we must work exclusively with them and no one else for the supply of the product they provide. It prohibits us from soliciting business elsewhere. We already work with other businesses who sell the same product, so we cannot agree to any terms of exclusivity.
The new commission structure is vague and unclear how much we will be paid because ther are variables at play that cannot be adequately illustrated by example. It also uses figures that do not apply to us to demonstrate our new rates. It also states that we must agree and acknowledge things about our existing profit share that we do not/never had access to and are therefore impossible for us to acknowledge or agree to.
We are concerned that our supplier might be using the GDPR deadline to force new terms onto us that we do not wish to accept that are not connected to GDPR itself and not beneficial for our business.
We would like to take legal advice and ask someone who is qualified to read over both the original agreement, the new ones and our specific concerns regarding its clauses (1 page) and offer us legal advice about what we should do. Specifically, we'd like to know:
As we are not in material breach of the original agreement, are they allowed to force new terms on us when we have an existing agreement in place? So far as I can see, the original document says that terms cannot be amended without the written agreement of both parties.
Should we counter their terms with a revised agreement that is less ambiguous about the data and who can use it?
I do not wish to upload the documents on this ad, which is why I have described them in length.
If this sounds like something you can do for us, please provide us with a quote and a time frame for the work. We can then provide you with the specifics of the project.
Lee M.
100% (6)Projects Completed
4
Freelancers worked with
3
Projects awarded
21%
Last project
21 Jul 2021
United Kingdom
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