How this is accepted. This Agreement is accepted electronically: when you check the acceptance box and submit the BrandShyp sales-rep application, you (“Representative”) agree to these terms. BrandShyp LLC (“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. Engagement & independent-contractor status
Company engages Representative as a non-exclusive independent contractor to solicit commercial clients for Company’s services. Representative is not an employee, agent, partner, or joint venturer of Company. Representative controls the manner, means, hours, and location of their work, supplies their own equipment, and bears their own business expenses. Representative is solely responsible for all of their own taxes (no withholding by Company); Company will issue IRS Form 1099-NEC as required. Representative is not eligible for any Company employee benefits. Company may, at its discretion, provide Representative with leads, sales materials, and a branded company email address as optional tools to support sales. These are conveniences only; they do not create an employment relationship, make Representative an employee or general agent, or grant any authority to bind Company (see Section 3), and Representative remains an independent contractor who controls their own methods and is free to decline any lead.
2. Scope of services
Representative will introduce, promote, and solicit prospective commercial (private-sector) clients for Company’s services (web design/development, digital marketing, AI automation, and custom software solutions) and assist in advancing those opportunities to a signed engagement.
3. Authority (limited)
Representative has no authority to: set or commit final pricing; execute contracts; make representations, warranties, or promises on Company’s behalf; or otherwise bind Company. All pricing, scope, and client agreements are subject to Company’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 U.S. federal, state, or local government prime contract or subcontract. Representative acknowledges that contingent/commission compensation on 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. 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 Company from each net-new client originated by Representative, on payments Company receives during that client’s first twelve (12) months as a paying client. 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 Company’s CRM at intake, and the client was not an existing Company 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. Earned commissions are paid monthly in arrears, on or about the 15th of each month, for qualifying amounts collected in the prior calendar month. 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, or expense reimbursement.
(e) Clawback / chargebacks. If Company refunds, or a client charges back or reverses, any payment on which commission was paid, 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 provides and that Representative closes are commissioned at the same 15% rate, on the same 12-month window, timing, and clawback terms. Net-new attribution under (b) still applies (one representative earns per client).
6. Compliance
Representative will comply with all applicable laws in all outreach, including CAN-SPAM (email), the TCPA (calls/texts), and applicable do-not-call and data rules, and will use only Company-approved messaging, materials, and suppression lists. Representative will not make false or misleading statements about Company or its services.
7. Confidentiality & ownership of relationships
Company’s client lists, leads, pricing, and business information are confidential and remain Company’s property. All clients, prospects, and goodwill generated under this Agreement belong to Company. Representative will not use Company confidential information except to perform under this Agreement, and not after it ends.
8. Non-disparagement
Neither party will make disparaging statements about the other.
9. Term & termination
This Agreement is at-will; either party may terminate on 7 days’ written notice (or immediately by Company for cause, including any breach of Sections 4 or 6). On termination without cause, Representative continues to earn commission, per Section 5, on clients originated and closed before the termination date (subject to clawback). On termination for cause, all unpaid commissions are forfeited.
10. Indemnification
Representative will indemnify Company against claims arising from Representative’s unlawful or unauthorized acts, including non-compliant outreach or misrepresentations.
11. Miscellaneous
This Agreement is governed by the laws of the State of Texas. It is the entire agreement between the parties on this subject and supersedes prior discussions. It may be amended only in a writing (or 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.
BrandShyp LLC · San Antonio, TX · Questions: [email protected]