Medlife Homeworking Agent Terms & Conditions

2. Membership Packages and Fees

2.1 Package Options: The Agent may choose one of the Company’s homeworking packages upon

joining. The available packages are: (a) Ignite Package and (b) Velocity Package. Each package

includes access to the Company’s systems, branding, training, and ongoing support, as further detailed

in Company literature or onboarding materials.

2.2 Joining Fee: Each package requires a one-time joining fee of £299 (three hundred and ninety-nine

pounds) payable by the Agent at the commencement of the agreement. This joining fee covers initial

training, setup costs, and administrative expenses involved in onboarding the Agent. The joining fee is

non-refundable once the Agent’s membership is confirmed (except as required by any applicable

consumer protection or cooling-off laws, if applicable).

2.3 Monthly Subscription Fee: In addition to the joining fee, the Agent shall pay a monthly fee for

continued access to the package benefits: - Ignite Package: £79 (seventy-nine pounds) per month. -

Velocity Package: £119 (one hundred and nineteen pounds) per month.

Monthly fees cover ongoing support, maintenance of systems, use of branding/marketing tools, and

other services provided by the Company to the Agent. These fees are due in advance on the first day of

each monthly period (or on an alternative schedule specified by the Company in writing). The Company

may require payment via direct debit or another automatic payment method to streamline fee

collection.

2.4 Changes to Fees: The Company reserves the right to review and adjust the monthly fee amounts or

structure of the packages from time to time. Any changes to the fees or package structure will be

communicated to the Agent in writing with at least 30 days’ notice. If the Agent does not accept such

changes, they may terminate this Agreement as per the termination clause below. Continued use of the

Company’s services and branding after the notice period will be deemed acceptance of the new fees.

2.5 Late or Non-Payment: Timely payment of the joining fee and monthly fees is a fundamental

condition of this Agreement. If the Agent fails to pay any fee by its due date, the Company reserves the

right to suspend the Agent’s access to Company systems and support until payment is made. If any fee

remains unpaid for more than 14 days after it becomes due, the Company may treat this as a material

breach and may terminate the Agent’s membership with immediate effect (see Termination clause). The

Agent shall be responsible for any reasonable costs (including bank charges or debt collection fees)

incurred by the Company in recovering overdue amounts.

3. Commission and Earnings

3.1 Commission Structure: The Agent’s income under this Agreement is derived from commissions on

travel bookings and sales. The Company shall pay the Agent a commission equivalent to 70% (Ignite) or 80% (Velocity) of the gross commission received by the Company from suppliers or travel service providers for bookings

made by the Agent. The Company will retain the remaining 30/20% of the supplier commission as an

administrative fee. (For example, if a supplier pays 10% commission on a booking, the Agent would

receive 7 or 8% of the booking value, and the Company would retain 3 or 2%.) The specific commission rates or

split may be revised for special campaigns or incentives, but the standard default is 70/80% to the Agent,

unless otherwise agreed in writing.

3.2 Commission Payment Terms: Commissions to the Agent will be paid only after the Company has

received the corresponding commission from the supplier and the customer’s travel has commenced or

as per the supplier’s payment schedule. The Company typically processes commission payouts on a

[monthly/quarterly] cycle (the exact schedule will be communicated to the Agent). The Agent will receive

a statement detailing the bookings made, commission earned, and any deductions or adjustments (if

applicable). All commission payments to the Agent will be made in GBP (£) and are gross payments; as

noted in Clause 1.3, the Agent is responsible for handling their own tax on these amounts.

3.3 Deductions and Set-Off: The Company reserves the right to deduct or withhold from the Agent’s

commission any amounts the Agent owes to the Company (for example, unpaid fees or costs for

chargebacks). Additionally, if a customer cancels a booking or if the Company is required to return or

refund any commission to a supplier (e.g. due to cancellation, chargeback, or supplier default), the

Company may deduct the corresponding amount from the Agent’s future commissions or require the

Agent to repay such amount if no future commissions are due. The Company shall provide notice and

an explanation of any such deduction to the Agent.

3.4 No Minimum Commission Guarantee: The Agent acknowledges that their earnings are purely

commission-based (apart from any service fees they may independently charge to clients as permitted

in 3.5). The Company has not made, and expressly disclaims, any guarantee of income or minimum

commission. The Agent’s success and earnings depend on their own efforts in selling travel products

and the prevailing market conditions.

3.5 Service Fees (if applicable): In some cases, the Agent may charge clients additional service fees or

consultancy fees for bespoke services (if this is consistent with Company policy and legal regulations).

The Agent must inform the Company of any such fees charged. Unless otherwise agreed, such service

fees are retained by the Agent and are not subject to the commission split (meaning the Agent keeps

100% of any client service fees they charge). However, the Agent is responsible for ensuring any such

fees are transparently communicated to clients and compliant with legal requirements. The Company

reserves the right to prohibit or limit the charging of separate fees if it conflicts with Company policy or

advertised prices.

4. Use of Company Systems, Branding, and Marketing Tools

4.1 Access to Systems: The Company will provide the Agent with access to its proprietary booking

systems, customer management portals, and other software or online platforms necessary for the

Agent to perform their role. Such systems may include (but are not limited to) flight and hotel

reservation systems, customer relationship management (CRM) tools, and knowledge bases. The

Agent’s access is conditional on compliance with these Terms and any user guidelines or acceptable use

policies that the Company or system providers issue. The Agent must keep all login credentials secure

and confidential, and must not share access with any third party. Any misuse of the Company’s systems

(including unauthorised access or attempts to alter system functionality) is strictly prohibited and will be

grounds for termination.

4.2 Use of Branding and Materials: While this Agreement is in effect, the Company grants the Agent a

limited, non-exclusive, revocable permission to use the Medlife Holidays brand name, logo, and

approved marketing materials solely for the purpose of promoting and selling travel services under

the Company’s umbrella. All uses of the Company’s trademarks, trade name, logos, or other branding

must conform to the Company’s brand guidelines (as provided to the Agent) and must be dignified and

consistent with the Company’s reputation. The Agent shall not alter or misuse the Company’s branding

in any way that could dilute the brand or cause reputational harm. Upon termination of this Agreement

(or upon request by the Company), the Agent must immediately cease all use of the Company’s name,

logo, and materials, and remove any public references indicating a current association with the

Company (for example, in social media profiles, websites, or business cards).

4.3 Marketing Tools and Materials: The Company may provide the Agent with marketing support,

such as brochures, flyers, online content, social media templates, or email marketing tools. These

materials and tools are to be used for the sole purpose of furthering the Agent’s travel sales in

connection with the Company. The Agent must ensure that any advertising or marketing they

undertake (whether using Company-provided material or their own content) is legal, decent, truthful,

and compliant with all advertising standards and regulations (including the UK Advertising Standards

Authority guidelines). The Agent must not make misleading claims or misrepresent the nature of travel

offerings. Any custom marketing content created by the Agent that includes the Company’s brand or

trademarks should be pre-approved by the Company (unless the Company has provided general

guidance or templates that the Agent follows).

4.4 Proprietary Rights: All systems, software, training manuals, marketing templates, trademarks, and

other materials provided by the Company to the Agent remain the intellectual property of the

Company (or its licensors). The Agent is granted a limited, revocable license to use these only as

needed for performing under this Agreement. The Agent shall not copy, distribute, or exploit any of the

Company’s intellectual property for personal gain or after the termination of this Agreement. If the

Agent becomes aware of any unauthorised use of the Company’s systems or branding (for example, if

their access credentials are compromised or a third party infringes the Company’s IP), they must inform

the Company immediately.

5. Training and Professional Development

5.1 Initial Training: The Company will provide an initial training programme to the Agent, which may

include induction courses, online webinars, manuals, or one-on-one coaching sessions, aimed at

familiarising the Agent with the Company’s systems, products, compliance requirements, and sales

techniques. The Agent must complete any mandatory training modules or certification quizzes required

by the Company before beginning to sell travel services. The joining fee paid by the Agent covers the

cost of this initial training provision (see Clause 2.2).

5.2 Ongoing Training and Updates: Throughout the Agent’s tenure, the Company may offer ongoing

training opportunities, such as advanced courses, destination workshops, supplier presentations, or

conferences. Some of these may be optional, while others may be required (for example, compliance

refreshers or new system roll-outs). The Agent is strongly encouraged to participate in ongoing training

to stay up-to-date with industry developments, new tools, and best practices. The Company will typically

include access to standard ongoing training as part of the monthly fee; however, the Company reserves

the right to charge additional fees for certain special training events or qualifications (the Agent will be

informed and must agree before incurring any such charges).

5.3 Use of Training Materials: All training materials provided (documents, videos, software, etc.) are for

the Agent’s individual use only in relation to their business with the Company. The Agent must not

reproduce, publish, or share these materials with any third party (including other agents who are not

part of the Company’s network, competitors, or members of the public) without the Company’s express

written consent. The Agent may take personal notes and use the knowledge gained for selling travel,

but the structured materials themselves remain confidential and proprietary to the Company.

5.4 Compliance with Training and Policies: The Agent agrees to apply the knowledge and follow the

procedures taught in training, especially those relating to regulatory compliance (such as data

protection, booking conditions, and use of ATOL certificates). If the Agent is found to be willfully

neglecting the training guidelines or violating company policies covered in training (for example, by

using systems incorrectly or giving clients misleading information), the Company may require the Agent

to undergo additional refresher training. Repeated failure to adhere to crucial training guidelines may

be treated as a breach of these Terms.

6. Data Protection and Privacy

6.1 Compliance with GDPR and Data Protection Laws: In the course of performing their duties, the

Agent will have access to personal data of customers (such as names, contact details, travel

preferences, payment information, etc.). The Agent agrees to handle all such personal data in strict

confidence and in full compliance with the UK General Data Protection Regulation (UK GDPR), the

Data Protection Act 2018, and any other applicable data protection or privacy laws. The Agent must

only collect, use, store, or otherwise process personal data as necessary for the legitimate purpose of

arranging and managing travel bookings for those customers, and always in accordance with the

Company’s instructions and policies.

6.2 Customer Data Handling: The Agent shall use the Company’s approved systems for processing

customer bookings and storing data. Any customer data collected by the Agent (whether directly from

the customer or provided by the Company) should be entered into the Company’s systems and not

stored separately on the Agent’s personal devices unless absolutely necessary and permitted by the

Company’s policy. The Agent must ensure that any such data is kept secure at all times – for example,

by using password protection on devices, not sharing login credentials, and avoiding sending sensitive

data via unsecured channels. The Agent should not retain personal data of customers for longer than

required to perform the services, and must delete or return any data upon the Company’s request or

upon termination of this Agreement, subject to any legal requirements to retain records.

6.3 Data Breaches and Notification: If the Agent becomes aware of or suspects that a data breach has

occurred (for instance, if a device containing client information is lost or stolen, or if there is any

unauthorised access to personal data), the Agent must immediately notify the Company’s Data

Protection Officer or designated contact. Prompt notification is essential so that the Company can

evaluate the incident, take steps to mitigate harm, and fulfill any legal obligations to report breaches to

authorities or individuals. The Agent agrees to cooperate fully with the Company in investigating any

breach and in remediating its effects.

6.4 Confidentiality of Business Information: In addition to customer data, the Agent may have access

to other confidential information as defined in Clause 10 (Confidentiality). The Agent must treat all

personal data and confidential business information with the highest degree of care and discretion. The

obligations in this Clause 6 extend beyond the termination of this Agreement. The Agent’s duty to

maintain confidentiality and data protection continues even after they cease to be associated with the

Company.

6.5 Data Protection Training and Standards: The Agent must complete any data protection training

provided by the Company and familiarise themselves with the Company’s Privacy Policy and any agent-

specific data handling guidelines. The Agent should also be aware of individuals’ rights under data

protection law (e.g. right of access, rectification, erasure) and forward any customer requests regarding

personal data to the Company without delay, rather than attempting to handle such requests on their

own. The Company is responsible for overall GDPR compliance as the data controller for customer

information, but the Agent, as a data processor (and independent controller for their own client list, if

applicable), has direct responsibilities under the law as well. Failure to adhere to data protection

requirements will be treated as a serious breach of these Terms.

7. Financial Protection and Payment Handling

7.1 ATOL and TTA Membership: Medlife Holidays Ltd is an ATOL licence holder and a member of

the Travel Trust Association (TTA), which means all qualifying customer payments and bookings are

protected under UK law for the customers’ financial security. The Agent must conduct business in a

manner that upholds these protections. All flight-inclusive holiday packages will be issued with an ATOL

Certificate to the customer as required by the Civil Aviation Authority (CAA) regulations, and non-flight

packages will be protected via the TTA trust fund or equivalent financial protection mechanism provided

by the Company.

7.2 No Direct Collection of Customer Payments: Agents are strictly prohibited from taking or

processing payments directly from customers. All payments for bookings (whether deposits,

balances, or full payments) must be made by customers through the Company’s approved payment

channels. Typically, this means customers will pay via the Company’s online payment system, bank

transfer to the Company’s designated client account, or over the phone to the Company’s finance

department. The Agent shall instruct customers to make payments payable to Medlife Holidays or

into the specified trust account, as per the Company’s procedures. Under no circumstances should the

Agent ask a customer to pay the Agent personally (whether by cash, cheque, bank transfer into the

Agent’s account, or card payment to the Agent).

7.3 Financial Protection Procedures: The Agent must adhere to all procedures related to ATOL and TTA

protection. This includes providing customers with accurate receipts and ATOL Certificates (the

Company will typically generate these) and ensuring all necessary client funds are promptly deposited

in the designated TTA trust account or financial protection vehicle. If the Agent receives any client

payment information (such as credit card details) for the purpose of facilitating a payment, the Agent

must handle that information securely and immediately process it via the Company’s system – the

Agent must not retain such information. The Agent should also make no refunds or offer monetary

remedies to clients directly; all financial transactions (including refunds due to cancellations or

amendments) will be handled by the Company in line with ATOL/TTA guidelines.

7.4 Consequences of Improper Payment Handling: Given the critical importance of financial

protection for customers, any breach of the rules in this Clause 7 (such as taking a client’s card payment

on a personal card machine, or holding client money in a personal account even temporarily) is

considered a material breach of these Terms and grounds for immediate termination. In addition, the

Agent may be held liable for any loss or damage resulting from such breach. For example, if an Agent

improperly takes client funds and those funds are not protected, the Agent will be responsible for any

shortfall or claims that arise, and must indemnify the Company for any costs or liabilities incurred as a

result.

7.5 Disclosure to Clients: The Agent should clearly explain to clients, when needed, that bookings are

made under the Company’s ATOL and TTA protection. The Agent should neither misrepresent their

status (the client should understand the Agent is an authorised agent of Medlife Holidays Ltd) nor the

financial protection in place. Marketing materials or email signatures used by the Agent should include

a note such as “[Agent’s Name], an Independent Travel Agent acting under Medlife Holidays

(TTA )” if provided or approved by the Company. The Agent must not use the

ATOL logo or number independently outside of the scope of their role with the Company.

8. Insurance and Liability

8.1 Professional Indemnity Insurance: The Agent is required to obtain and maintain appropriate

insurance coverage at their own expense to protect against risks arising from their activities under this

Agreement. In particular, the Agent must hold professional indemnity insurance (also known as

Errors & Omissions insurance) that covers claims for negligence, errors, omissions, or other

professional liability that may be made by customers or third parties as a result of the Agent’s actions or

6advice. The coverage should be in an amount sufficient to cover reasonably foreseeable claims in the

travel industry (the Company may provide a recommended minimum coverage level, e.g. £1 million).

The Agent may also consider maintaining public liability insurance and any other insurance (such as

business insurance for their equipment) that a prudent person in their position would carry.

8.2 Evidence of Insurance: Upon request by the Company, the Agent shall provide a certificate of

insurance or other documentary evidence confirming the existence and terms of the required insurance

policy. If the Agent fails to obtain or maintain the required insurance, the Company reserves the right to

suspend the Agent’s activities until such insurance is in place, or to terminate this Agreement if

adequate insurance is not obtained within a reasonable time after notice.

8.3 Liability for Agent’s Actions: The Agent shall be liable for their own acts and omissions in the

course of their business. The Agent agrees to indemnify and hold the Company harmless from any

losses, damages, costs, or claims (including reasonable legal fees) that arise from: - a breach by the

Agent of these Terms or any applicable law; - the negligence, misrepresentation, or willful misconduct

of the Agent; - any claim by a customer or third party arising out of the Agent’s act or omission (except

to the extent the issue was caused by the Company’s own fault).

This indemnity means that if the Company incurs costs or liabilities due to the Agent’s wrongdoing or

mistakes, the Agent will reimburse the Company for those costs. The Company will promptly notify the

Agent of any such claim and may require the Agent’s involvement in defending or resolving the issue.

8.4 Limitation of Company’s Liability: The Company will not be liable to the Agent for any indirect,

special, or consequential losses, or for any loss of profit, business, or data, arising under this

Agreement. In any event, (except for death or personal injury caused by the Company’s negligence, or

other liabilities that cannot be limited by law) the Company’s total aggregate liability to the Agent under

this Agreement is limited to the amount of fees paid by the Agent in the preceding 6 months or £5,000,

whichever is lower. This clause does not seek to limit any statutory rights the Agent may have but is

intended to set a fair cap on the Company’s liability given the independent contractor nature of the

relationship.

9. Termination of Agreement

9.1 Termination by Notice: Either party may terminate this Agreement by giving 30 days’ notice in

writing to the other party. The notice of termination should be served via a durable medium (e.g. email

with delivery confirmation or a written letter). The Agent is not required to give a reason when

terminating with notice, nor is the Company required to give a reason when terminating with notice;

however, both parties are encouraged to communicate the reason to maintain professionalism and

address any issues if possible.

9.2 Immediate Termination (For Cause): The Company may terminate this Agreement with

immediate effect (without any notice period) by giving written notice to the Agent if any of the

following occurs: - Serious Breach: The Agent commits a serious or material breach of these Terms, or

repeatedly breaches any term and (if the breach is capable of remedy) fails to remedy it within 7 days

after receiving written notice from the Company specifying the breach and requiring it to be remedied.

For avoidance of doubt, any violation of critical clauses such as Clause 7 (no direct payments), Clause 6

(data protection), or Clause 10 (confidentiality) will be considered a serious breach. - Non-Payment: The

Agent fails to pay any joining or monthly fee or other sum due to the Company, and such amount

remains unpaid for more than 14 days after the due date (as per Clause 2.5). - Misconduct or Fraud:

The Agent engages in misconduct that, in the Company’s reasonable opinion, brings or could bring the

Company’s reputation into disrepute, or the Agent is found to have engaged in fraud, dishonesty, or

other unethical conduct in relation to their role. - Legal Non-Compliance: The Agent loses any license

or certification required to perform their duties, is subject to bankruptcy or insolvency proceedings, or

is convicted of an offence that affects their suitability to continue operating as a travel agent.

Additionally, if the Agent’s actions cause the Company to be in breach of law or regulation (for example,

ATOL conditions), the Company may terminate immediately. - Health and Safety Risk: (If applicable)

The Agent does something that puts the health or safety of customers or others at serious risk, or

behaves violently or abusively towards Company staff or clients.

9.3 Agent’s Rights on Immediate Termination: The Agent may likewise terminate this Agreement with

immediate effect by written notice if the Company commits a serious breach of its obligations that is

not remedied within a reasonable time after written notice (for example, if the Company consistently

fails to pay due commissions or if the Company engages in unlawful activity that severely impacts the

Agent’s business).

9.4 Consequences of Termination: Upon termination (whether by notice or immediate): - The Agent

must immediately cease holding themselves out as an agent of the Company. This means stopping use

of business cards, email addresses, or any advertising associating the Agent with Medlife Holidays  -

The Agent’s access to the Company’s booking systems, databases, and other tools will be revoked. The

Agent must return or delete any Company-provided equipment, materials, or confidential information

in their possession. If any physical materials (e.g. brochures or display materials) were provided, these

should be returned to the Company or destroyed as instructed. - All outstanding fees due from the

Agent to the Company shall become immediately payable (if not already paid). - The Company will pay

any commissions owed to the Agent for bookings that were confirmed and fully paid by customers prior

to the termination date, provided that those bookings result in the Company actually receiving

commission from suppliers in due course. Such post-termination commission payments (if any) will be

made in accordance with the normal schedule, or earlier at the Company’s discretion. However, if the

Agreement was terminated due to the Agent’s serious breach or misconduct, the Company reserves the

right to withhold any unpaid commissions to offset any damages or losses caused by the Agent (subject

to applicable law). - The Agent must transfer to the Company (or its nominee) any bookings in progress

or client inquiries that have not yet been confirmed, so that the Company can ensure those clients are

serviced. The Agent agrees to cooperate in good faith during the transition of any pending matters at

termination, including communicating to clients that they will be looked after by the Company or

another agent moving forward.

9.5 Surviving Clauses: Any clause which by its nature is intended to survive termination (including but

not limited to clauses on confidentiality, data protection, commission due, liability, and governing law)

shall remain in effect notwithstanding the termination of this Agreement.

10. Confidentiality

10.1 Definition of Confidential Information: For the purposes of these Terms, “Confidential

Information” means any information (whether oral, written, electronic, or in any other form) relating to

the business, customers, suppliers, finances, marketing, technology, or affairs of the Company that is

not publicly available. This includes (but is not limited to) customer lists and details, pricing structures,

marketing strategies, business plans, training materials, supplier contracts, commission rates, login

credentials, and any proprietary software or database information provided to the Agent. It also

includes any information designated as confidential by the Company, as well as any information which

would reasonably be understood to be confidential due to its nature or the circumstances of its

disclosure.

10.2 Non-Disclosure and Use: The Agent agrees that they shall not disclose any Confidential

Information to any third party, except as required to perform their obligations under this Agreement or

as required by law (and in the latter case, only after notifying the Company if lawful to do so). The Agent

shall use Confidential Information solely for the purpose of carrying out their duties as a Medlife

agent and not for any personal or outside commercial purpose. The Agent must take all reasonable

measures to protect the confidentiality of such information, which shall at least include the same

measures the Agent uses to protect their own confidential information (and no less than reasonable

care).

10.3 Exclusions: The obligations in this Clause 10 do not apply to information that: - is or becomes

public knowledge through no fault of the Agent (for example, information that the Company itself

releases publicly); - was already lawfully in the Agent’s possession without an obligation of

confidentiality before receiving it from the Company; - is lawfully disclosed to the Agent by a third party

who is not under any duty of confidentiality; or - is independently developed by the Agent without

reference to the Company’s Confidential Information (as evidenced by written records).

10.4 Duration of Confidentiality Obligations: The confidentiality obligations set out here begin on the

date the Agent first received any Confidential Information (which could be even before formally signing

up, e.g. during discussions or training) and continue indefinitely – surviving the termination of this

Agreement – until such time as the information no longer qualifies as confidential by the criteria above.

The Agent acknowledges that Confidential Information has significant value to the Company and that

unauthorised disclosure or use could cause harm that may not be fully compensable by monetary

damages.

10.5 Return of Information: Upon request by the Company, and in any event upon termination of the

Agreement, the Agent must promptly return to the Company all documents and materials (including

electronic records and any copies) containing Confidential Information. Alternatively, if instructed by the

Company, the Agent shall securely destroy or erase such information and provide written confirmation

of having done so. The Agent may retain one copy of information if required by law or for compliance

purposes, but the confidentiality obligations continue to apply to any such retained information.

10.6 Remedies for Breach: The Agent understands that any breach of this Clause 10 may result in

serious and irreparable injury to the Company’s business, which may not be adequately compensated

by damages alone. Therefore, in the event of an actual or threatened breach of confidentiality, the

Company shall be entitled to seek injunctive relief or other equitable remedies (in addition to any other

rights and remedies available at law). This means the Company could seek a court order to prevent or

stop a breach without having to prove financial loss.

11. Intellectual Property

11.1 Company Intellectual Property: All intellectual property rights in the materials provided by the

Company – including (but not limited to) trademarks, logos, branding, training manuals, software,

databases, marketing content, slogans, and any proprietary processes or methodologies – remain the

exclusive property of the Company or its licensors. Except for the limited license granted under

Clause 4.2 for use of branding, nothing in these Terms shall operate to transfer ownership of any

intellectual property rights to the Agent.

11.2 License to Use: The Company grants the Agent a non-transferable, non-exclusive, revocable

license for the duration of this Agreement to use the Company’s intellectual property solely in

connection with the performance of the Agent’s duties under this Agreement. This means the Agent

9may use the Company’s logo, name, and provided content in marketing materials, and may use

software or tools provided, but only as directed by the Company and only for the purpose of selling and

managing travel bookings through the Company. Any use of Company IP outside this scope, or after

the termination of the Agreement, is strictly prohibited.

11.3 Agent-Created Materials: If the Agent creates any marketing or content materials (such as a

website, blog post, social media content, or advertisements) that include the Company’s name,

branding, or logo, the Agent agrees that such materials will be deemed a derivative work of the

Company’s intellectual property. To the extent any intellectual property rights in such creations might

initially vest in the Agent, the Agent hereby grants (or shall procure the grant of) an irrevocable, royalty-

free licence to the Company to use, reproduce, adapt, or modify such materials. The Company may ask

the Agent to make specific changes or remove content if it does not meet brand guidelines or

compliance standards.

11.4 Third-Party Intellectual Property: The Agent shall not, in the course of performing this

Agreement, infringe the intellectual property rights of any third party (such as using unauthorised

images, text, or music in marketing). The Agent must also respect the intellectual property of suppliers

and only use images/logos provided by the Company or the suppliers’ official materials for promoting

travel products. If any claim of IP infringement is made against the Agent or Company due to the

Agent’s actions, the Agent shall cooperate fully with the Company to address and resolve the issue. If

the Agent used unapproved or illegal content, the Agent will bear responsibility for any resulting claims

or damages.

11.5 Post-Termination Use: Upon termination of this Agreement, the Agent must immediately

discontinue all use of any Company intellectual property. This includes removing the Company’s name

and logos from websites, social media profiles, marketing channels, or email signatures controlled by

the Agent. Any domain name, social media handle, or similar identifier that contains a Company

trademark (e.g. “Medlife”) and is in the possession or control of the Agent must be transferred to the

Company or relinquished, as directed by the Company. The intent is to avoid any public confusion that

the Agent is still affiliated with the Company after departure.

12. Governing Law and Jurisdiction

12.1 Governing Law: These Terms and any disputes or claims (including non-contractual disputes or

claims) arising out of or in connection with them or their subject matter shall be governed by and

construed in accordance with the laws of England and Wales. The Agent and the Company agree that

the substantive laws of England and Wales will govern all aspects of this Agreement and the Agent’s

work under it, regardless of the Agent’s location within the UK.

12.2 Jurisdiction: Both 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 these Terms

or their subject matter. This means that if a dispute goes to court, it must be brought before a court

located in England or Wales (unless the Company, as the party initiating a claim, chooses a different

jurisdiction, but generally the intent is England/Wales). The Agent, if based in Scotland or Northern

Ireland or elsewhere, waives any objection to England and Wales courts hearing the case on the basis of

inconvenient forum or any similar doctrine.

12.3 Compliance with Local Laws: Although this Agreement is governed by English law, the Agent is

responsible for adhering to any other local laws or regulations that may apply to them as a self-

employed individual (for example, if the Agent operates from Scotland or Northern Ireland, local

10business registration requirements, etc., while still following the overarching UK laws for data

protection, ATOL, etc.). If there is any conflict between a legal obligation and these Terms, the Agent

should inform the Company and both parties will use best efforts to resolve the conflict in a lawful

manner (for instance, by modifying how the Agent operates to comply with local law while still

respecting the intent of these Terms).

13. General Provisions

13.1 Entire Agreement: This Terms and Conditions document (together with any schedules or

appendices expressly incorporated, and any written variations agreed subsequently) constitutes the

entire agreement between the Company and the Agent regarding the subject matter. It supersedes all

prior discussions, communications, and agreements between the parties relating to the Agent’s

engagement with the Company. The Agent confirms that in entering this Agreement they have not

relied on any representation or promise not expressly set out in these Terms. Nothing in this clause

limits or excludes liability for fraud or fraudulent misrepresentation.

13.2 Variation: The terms of this Agreement may be updated or varied by the Company from time to

time (for example, to comply with changes in law or business practices). Any material changes will be

communicated to the Agent in writing (which may include email). Changes to commercial terms (such

as commission rates or fees) will be given with at least 30 days’ notice as per Clause 2.4. If the Agent

continues to act as an agent or use the Company’s systems after any such notified change takes effect,

they will be deemed to have accepted the revised terms. Except for updates initiated by the Company as

described, no modification to this Agreement shall be valid unless in writing and signed by both the

Agent and an authorised representative of the Company.

13.3 No Partnership or Employment: It is expressly understood that the relationship between the

parties is that of independent contracting. Nothing in this Agreement is intended to, or shall, create

a partnership, agency (except the limited agency for selling travel), joint venture, or employment

relationship between the parties. The Agent shall not hold out any person as being an agent, partner,

or employee of the Company except as permitted by these Terms. The Agent has no authority to make

or accept any offers or representations on behalf of the Company other than as explicitly allowed by

this Agreement.

13.4 Assignment: The Agent may not assign, transfer, or subcontract any of their rights or obligations

under this Agreement to any third party without the prior written consent of the Company. For

example, the Agent cannot “sell” their client list or transfer their agency role to someone else unless the

Company agrees in writing. The Company may assign or transfer its rights and obligations (for instance,

to a successor business or affiliate) with notice to the Agent, provided that such assignment does not

reduce the rights of the Agent under this Agreement.

13.5 Third Party Rights: A person who is not a party to this Agreement (for example, any other agent

or any customer) has no rights under the Contracts (Rights of Third Parties) Act 1999 (or otherwise) to

enforce any term of this Agreement. This means only Medlife Holidays and the individual Agent are

parties to this contract and can enforce its terms. However, this does not affect any rights or remedies

of a third party that exist independently of that Act.

13.6 Severability: If any provision of these Terms is found by a court or competent authority to be

invalid, illegal, or unenforceable, that provision or part-provision shall, to the extent required, be

deemed deleted (or interpreted in such a way as to be enforceable). The validity and enforceability of

the other provisions of the Agreement shall not be affected. If a provision is deemed deleted because it

11is invalid/unenforceable, the parties shall negotiate in good faith to amend the Agreement to reflect, as

closely as possible, the original intent of the invalid provision in a valid and enforceable manner.

13.7 No Waiver: Failure or delay by either party to enforce any right or provision of these Terms shall

not constitute a waiver of that or any other right or provision. For example, if the Company does not

immediately act on a breach by the Agent, it does not mean the Company waives its right to act on that

breach or any future breach. Any waiver of any term shall only be effective if given in writing and signed

by the waiving party, and shall apply only to the specific instance identified.

13.8 Notices: Any formal notice or other communication given to a party under or in connection with

this Agreement shall be in writing and shall be delivered by hand, or sent by pre-paid first-class post or

other next working day delivery service, or by email (if an email address has been provided for notice).

Notices to the Company should be sent to its registered office address or official email as provided, and

notices to the Agent will be sent to the address or email last known to the Company. A notice delivered

by hand is deemed received on the day of delivery (or, if not a working day, the next working day), a

posted notice is deemed received 2 working days after posting, and an email is deemed received on the

day of transmission if sent before 5:00pm, or the next working day if sent later (provided no bounce-

back or error message is received).

13.9 Counterparts and Electronic Acceptance: This Agreement may be executed in counterparts

(meaning the Agent and Company might sign separate copies) which together will constitute one

instrument. In the context of onboarding, the Agent’s electronic acceptance (such as clicking “I Agree”

on an online platform, or signing via electronic signature service) of these Terms is valid and binding,

equivalent to a handwritten signature. The Company will make a copy of the agreed Terms available to

the Agent for their records.

13.10 Headings: The section headings and clause titles in this document are for convenience and

reference only. They do not affect the interpretation of the Terms. In case of any ambiguity in any

clause, the clause will be interpreted in a fair and reasonable manner consistent with the intent of the

parties and the context of the Agreement.