BrandShypHow this is accepted. This Agreement is accepted electronically: when you check the acceptance box and submit the Sri Lanka sales-representative application, you (“Representative”) agree to these terms. Harker International (Private) Limited (“Company”) accepts when it approves your application. Your acceptance is recorded with the version above, a timestamp, and your IP address. Commission is paid only as described in Section 5.
1. Parties & independent-contractor status
This Agreement is between the Representative and Harker International (Private) Limited, Reg. No. PV 00338032, Kandy, Sri Lanka. Company markets the services of its group company BrandShyp LLC, San Antonio, Texas, USA (“BrandShyp”), and engages Representative as a non-exclusive independent contractor to introduce private-sector clients for those services. Representative is not an employee, agent, partner, or joint venturer of Company or BrandShyp, and is free to work for others. Representative chooses their own working hours (within the times US clients can be reached), methods and location, supplies their own equipment and internet, and bears their own business expenses. Representative is not eligible for employee benefits. Company may provide leads, sales materials, a branded email address, a calling number and CRM access as optional tools; these are conveniences only and do not create an employment relationship or any authority to bind Company or BrandShyp (see Section 3).
2. Scope of services
Representative will introduce, qualify, and book introductory calls with prospective commercial (private-sector) clients, mainly in the United States, for BrandShyp’s commercial services: web design and development, digital marketing and SEO, brand and identity design, custom software, AI automation, AI-powered CRM and pipeline automation, AI data analysis, website accessibility, and translation and localization (“Covered Services”), and assist in advancing those opportunities to a signed engagement. BrandShyp’s team prepares proposals and delivers the work.
3. Authority (limited)
Representative has no authority to: set or commit pricing, discounts or delivery dates; sign contracts; make representations, warranties, or promises on behalf of Company or BrandShyp; or otherwise bind either of them. All pricing, scope, and client agreements are subject to BrandShyp’s review and signature.
4. Commercial-only restriction (material term)
Representative shall not solicit, pursue, or accept any commission on work that is, or is intended to be, a government contract or subcontract of any country, including any U.S. federal, state, or local government work. Commission on U.S. federal contracts is prohibited (see FAR 52.203-5, Covenant Against Contingent Fees). Any government opportunity must be referred to Company and carries no commission. The following are also excluded from this Agreement and carry no commission, even when the client is a private company: BrandShyp’s government-contracting (GovCon) enablement services, and its CMMC / NIST 800-171 compliance readiness services. Representative will not offer, discuss, or promote them, and will refer any interest to Company. Commission is earned only on Covered Services (Section 2). Breach of this Section is grounds for immediate termination for cause.
5. Compensation: commission only
(a) Rate. Company will pay Representative fifteen percent (15%) of the net revenue actually collected by BrandShyp from each net-new client originated by Representative, on payments received during that client’s first twelve (12) months as a paying client, subject to (g). No commission accrues on revenue collected after that 12-month period.
(b) Originated / net-new. A client is “originated by Representative” only if Representative is the first to introduce that client, the client is recorded to Representative in the CRM at intake, and the client was not an existing client or active pipeline lead at that time. Where attribution is disputed, Company’s good-faith determination controls, and only one representative earns on a given client.
(c) Payment timing. Commission on each qualifying client payment is paid within seven (7) business days after that payment has cleared into BrandShyp’s account. No commission is earned on invoiced-but-uncollected amounts.
(d) No base or draw. Compensation is commission-only. Representative receives no salary, base, draw, retainer, allowance, or expense reimbursement.
(e) Clawback / chargebacks. If a client payment on which commission was paid is refunded, charged back, or reversed, the corresponding commission is reversed and deducted from Representative’s next payment(s); if none remain, Representative will repay it within 30 days of notice.
(f) Company-provided leads. Clients that result from leads or a prospect database Company or BrandShyp provides and that Representative converts are commissioned on the same terms. Net-new attribution under (b) still applies.
(g) Large engagements. For any single client, the 15% rate applies to the first US$20,000 of net revenue collected in the 12-month window. Net revenue above that amount is commissioned at 7.5%. Company will tell Representative in writing before an engagement is signed if it is expected to exceed that amount.
(h) Currency. Commission is calculated in US dollars on the amount actually collected, and paid in Sri Lankan rupees into Representative’s own bank account in Sri Lanka, at the exchange rate on the day of payment. Company pays its own bank and transfer charges.
(i) Monthly marketing clients. For a client who buys a monthly digital marketing service (local search, Google Ads management, social media management or email marketing), commission on that client’s payments is earned as usual but held until the client’s second monthly payment clears, and then paid in full. If the client stops before making a second monthly payment, the held commission lapses. All other commission under this Section is unchanged.
(j) First client. On the first client originated by Representative that pays BrandShyp, the rate in (a) is twenty-five percent (25%) on the first US$10,000 of net revenue collected in that client’s 12-month window, and 15% (then 7.5% under (g)) after that. (c), (e) and (i) apply as usual. This applies once per Representative, and to every Representative whatever version of this Agreement they accepted.
6. Taxes
Representative is solely responsible for their own taxes. Company will deduct and remit any tax it is required by Sri Lankan law to withhold from payments to Representative, and will provide a record of any amount withheld.
7. Compliance
Representative will comply with all laws that apply to their outreach, including, for US prospects, CAN-SPAM (email), the TCPA (calls and texts), and do-not-call rules, and will use only approved messaging, materials, and suppression lists. Representative will not make false or misleading statements about Company, BrandShyp, or their services, and will not claim to be located in the United States.
8. Confidentiality & ownership of relationships
Client lists, leads, pricing, and business information are confidential and remain the property of Company and BrandShyp. All clients, prospects, and goodwill generated under this Agreement belong to BrandShyp. Representative will not use confidential information except to perform under this Agreement, and not after it ends. Personal data is handled in line with Sri Lanka’s Personal Data Protection Act No. 9 of 2022.
9. Non-disparagement
Neither party will make disparaging statements about the other, or about BrandShyp.
10. Term & termination
Either party may end this Agreement on 7 days’ written notice (or Company may end it immediately for cause, including any breach of Sections 4 or 7). On termination without cause, Representative continues to earn commission, per Section 5, on clients originated and signed before the termination date (subject to clawback). On termination for cause, all unpaid commissions are forfeited.
11. Consideration for a permanent role
A Representative who originates at least three (3) paying clients, or US$15,000 in signed first-year contract value, within six (6) months of acceptance will be considered for a permanent position. Any such position is at Company’s discretion and would be offered under a separate written agreement.
12. Indemnification
Representative will indemnify Company and BrandShyp against claims arising from Representative’s unlawful or unauthorised acts, including non-compliant outreach or misrepresentations.
13. Miscellaneous
This Agreement is governed by the laws of Sri Lanka, and the courts of Sri Lanka have jurisdiction. It is the entire agreement between the parties on this subject and supersedes prior discussions, including any earlier BrandShyp sales-representative agreement accepted by a Sri Lanka-based Representative. It may be amended only in writing (or by an updated posted version accepted by Representative). If any provision is unenforceable, the rest remains in effect. Representative may not assign this Agreement without Company’s consent.
Harker International (Pvt) Ltd · PV 00338032 · Kandy, Sri Lanka · for BrandShyp LLC, San Antonio, TX · Questions: [email protected]