Legal and practical issues dealing with Agents in the UK from the perspective of a Dutch Principal

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1 Legal and practical issues dealing with Agents in the UK from the perspective of a Dutch Principal What is an agent? For these purposes considering only a "Commercial Agent". "a Commercial Agent is a self-employed intermediary who has continuing authority to negotiate the sale or purchase of goods on behalf of another person (the Principal), or to negotiate and conclude the sale or purchase of goods on behalf of, and in the name of, that Principal. (Regulation 2.1) 1993 the Commercial Agents (Council Directive Regulations) 1993 ("The Regulations") in force in the UK on 1 January 1994 implementing the Council Directive CC 86/653 on Commercial Agents (OJ /17) ("the Directive")' The Dutch Law equivalent is based on the Directive and is the law of ; re-enacted by law no 374 of 1993 as Articles of Title 7 of the Burgerlijk Wetbroek. It is important to be clear about the nature and role of the Commercial Agent. Please note that whilst there are various types of Commercial Agents such as marketing and introducing' agents, the distinctions will not be discussed at length for the purposes of this presentation since in practice it is likely that notwithstanding the title or description, the substance of the agency relationship will be covered by the Regulations. Key contacts Andrew Wood Consultant T: +44 (0) F: +44 (0) M +44 (0) Linked in

2 Contrast other alternatives which may be better suited for the market: a direct sales force/employees or a distributor? The essential feature of the agent is that it does not assume risk for itself but acts on behalf of the Principal, unlike a distributor who buys and sells in his own name. It is important to have a written agreement (best done by a lawyer) and to consider the applicable law whether English or Dutch. For the talk we are only considering the Regulations which apply in Great Britain (Northern Ireland has similar regulations). We are essentially talking here about sales and marketing agents who deal in goods on behalf of a Dutch manufacturer or supplier who is operating in the UK market. It does not matter where the principal is based. Note that even if a US company, acting as a principal, appoints an agent in the UK whose territory is Great Britain then the Regulations will still apply. It is important to recognise that in dealing with the UK it is a different legal system to the Dutch legal system (contrast civil and commercial codes and UK common law) as well as different cultural and business approaches. UK Agency agreements and arrangements are different to many found in continental Europe e.g. commissionaire arrangements or del credere arrangements. By way of background - prior to 1994, in the UK commercial agents did not share the same protection as other agents did in continental Europe. This is why it is a major change as far as English law is concerned. Agents are now fully aware of the rights that they have (mandatory as well as other contractual rights) which means in negotiating the terms of an agency agreement a Dutch Principal must be aware of certain matters. Unlike the Netherlands, the Regulations only apply to commercial agents dealing in goods and not services. This is an important point and where an agent is selling both goods and services (for example software and hardware) then it may be sensible to have a separate agreement for each of the roles. Some preliminary tips - matters to consider before entering into an agreement As you will have heard from Michael (NBCC) there are a number of ways of looking for an agent in the UK. Many will now belong to professional associations such as the Manufacturing Agents Association and so will be aware of the legal rights they enjoy but also the need for a proper agreement. The following preliminary matters should be considered prior to any detailed negotiations or making an offer or entering into a formal written agreement or contractual arrangement with an agent Consider the taxation implications of your business arrangements in the UK. If you are new to the UK market and will be operating from the Netherlands but using an agent in the UK depending on your products, will you need to have a separate UK bank account or VAT number for your customers to pay you. Will they pay you in the Netherlands? This might have local tax implications as you might be considered to have set up a UK branch. Who will be appointed as the agent? Is it in fact an individual, or is he represented by a company? This will be important both for checking with whom you are dealing - we can organise credit and company searches but also checking liability as well as succession. If you appoint an agent which is a company then you need to make sure that there is a change of control provision in the agreement so that you are protected if the agent company is taken over by a competitor or a third party of whom you do not approve. Before you appoint the agent, whether an individual or a company, take up references from other suppliers who have used the agent. Check the legal and financial status of the company with Companies House or a credit agency. How long has the company or agent been operating? Can you see previous accounts? Does the agent have local knowledge and business contacts? Does it have a good reputation within the specific area of business? Does it belong to a trade association? What are your plans for the UK? Is your market the whole of the UK or will you divide it into geographical areas? Can the agent cover all the areas or will you appoint separate agents for separate parts of the UK? Will each agent be exclusive to the territory? Will you be fixing the price for the goods or services that the agent will provide or will you allow him to decide on the pricing and the conditions for sale in the UK? If you have existing customers in the UK, will you continue to serve these as "house accounts"? Will you exclude the agent from dealing with those customers as otherwise he may be entitled to commission on the sales to those customers that you make. Consider competition law implications of your agency agreement to avoid problems with the OFT. A 'genuine' agency agreement is unlikely to give rise to any competition law problems as stated in paragraph 12 of the Commission Notice of May However, each case is assessed on a case by case basis. There are no strict guidelines that define a genuine agency agreement however obligations have been identified that form an inherent part of an agency agreement. In addition there are other preliminary matters to consider before the agent is appointed, such as: What marketing and sales support will you give your agent? Will you supply him with samples and marketing material? Will he be required to attend exhibitions and trade fairs - at his expense or yours? What is your sales target for the UK? Will you have a business plan and marketing plan with targets for the agent each year? It is important to have targets so as to be able to demonstrate, if appropriate, that an agent who fails to perform is therefore in breach of the agreement. Note that this is one of the exceptions to the normal rule that on termination of an agreement the agent is entitled to compensation or indemnity. If you have targets and the agent fails to perform you may prefer not to terminate the agreement but have the right to change from an exclusive agreement to an nonexclusive agreement to allow you to appoint other agents to also take over the market alongside the old agent. It is important however that the agreement deals with this specifically to avoid arguments about sharing of commission.

3 How will you manage the agent? It is important that there is regular communication between you and the agent including personal meetings. The agreement should specify how often the agent should report to you (e.g. weekly or monthly) and the format of those reports. Likewise, in the agreement there will be specific duties for both the principal and the agent and, in the case of the principal, to supply the agent with information about the market and manufacturing capacity but at the same time requiring the agent to report on the state of the UK market and likely demand for the supply of the Dutch manufacturers goods. How will the sales be administered from the Netherlands? It is important to have separate terms and conditions for the UK based on English law, particularly if dealing with consumers in the UK. One of the advantages of appointing an agent is that you will have greater control over price (thereby avoiding problems of retail price maintenance). You should also have the right to reject potential customers' orders either because you are unable to supply or because of the credit rating of the potential customer. How far will you require the agent to verify the credit worthiness of your customers in the UK? The authority of the agent - important to specify in writing what the agent is required to do, what products he sells and the area and customers. In some cases an agent is no more than a marketing agent but in other cases has full authority to conclude sales. Where the principal is part of a group of companies it is important to specify whether the agent is acting for one member group or the whole group. This can have implications and repercussions for the compensation payment calculations. As far as the principal's obligations are concerned it is important to be able to specify what support is to be given to customers both in terms of after sales and maintenance and how far the agent is required to deal with for example complaints or rejects or returns. Delivery and logistics - is the agent to be involved in this? How far will the agent be required to check the credit worthiness of the customer and arrange appropriate delivery? Insurance - it is important to make sure that not only are the goods covered by your consignment insurance in the Netherlands, but also that you have third party insurance to cover the agent's activities. In certain cases, depending on the length of the agreement and the age of the agent, it may also be sensible to consider personal life insurance to cover the cost of paying compensation of the agreement dies as this is a ground for paying compensation. How will you pay your agent? Normally agents are paid on a commission basis but the commission may vary according to different types of customers or goods or different areas. Depending upon whether the agent is exclusive or nonexclusive or whether you have rights to sell direct to customers as well ("sole arrangements") - all of which need to be specifically stated in the agreement. In some cases agents are allowed to determine the price themselves by putting a mark-up on the price. However, this will not necessarily stop the agent or intermediary being a "commercial agent" for the purposes of the Regulations. In some cases merely describing the arrangement as a "distribution" when in fact it is an agency arrangement will not avoid the Regulations. Confidentiality/Intellectual property rights etc. as part of the duties of the agent it should keep the principal's business affairs confidential. However, in the case of intellectual property rights where there is know how involved in technical equipment and goods, it is important to have specific rights set out in the agreement as well as ensuring that the agent's rights to sell in the UK under a trademark or patent do not infringe any intellectual property rights and that any licensing rights extend to the activities of the agent. Specific matters to negotiate. It is important to remember that prior to a concluded written agreement that any offer you make to the agent if in writing should be made "subject to contract". It is also important to keep records of your discussions and copies of the s leading up to the written agreement. Key matters to consider Commission basis or other remuneration or payment arrangements Duties of Agent Duties of Principal Exclusive or non-excusive or sole appointment? Which customers to be retained by a principal e.g. house accounts Geographical area Restrictions on agent post termination of agreement (Note - Competition Law implications and maximum of two years) Passive and active sales? Use of website and internet sales Term of years? Fixed terms or rolling agreements? Notice period(s) Targets? Key performance indicators Insurance arrangements? Product range? What about future products? Corporate agents: change of control? Termination arrangements: compensation or indemnity? Assignment or not? Sub-agents? Competition law implications Applicable law and jurisdiction clause Boilerplate clauses

4 The written agreement Note the importance of a written agreement which is drawn up by an English lawyer based on the Regulations. There is no concept of a "probation period" or trial period. The Regulations still apply. During the course of the agency arrangements, keep records of all conversations and meetings with the agent including s and letters in case there is a future dispute. It is important to have clear terms in the agreement setting out the scope of the agent's authority and ability to negotiate. Note that there are mandatory (that is the parties can not contract out of) provisions for both Agents and Principals in terms of duties. As for the agent, it must act dutifully in good faith, make proper efforts to negotiate, communicate all necessary information and act in accordance with the reasonable requests of the principal. The Principal in turn must provide the agent with the necessary documents and information to act as agent, including the likely volume of transactions (which may be difficult since the agent may know the territory better) as well as inform the agent of sales accepted or rejected. Important to be clear about when commission is payable and for which sales, as well as the pricing mechanism to be employed. A principal can not avoid paying an agent where the sale is not completed due to the fault of the principal. During the course of the arrangements it is important to manage the agent. How? By regular communication and tracking sales and records Format of reports. Use of standard terms and conditions. Note that Dutch terms may not be applicable for the UK market. What about consumer sales? Back office administration and sale ensuring good communication with the agent as to when sales effected and paid and when commission will be payable. Consider use of English bank account. Make sure that the agent is paid in the currency of the customer. Need to ensure that all records are kept for VAT (BTW) purposes. The agreement will have a dispute resolution clause, perhaps use of mediation. If there is a minor dispute between the parties but if it cannot be resolved then you will need to consider the implications as to the termination. There should also be a clear auditing arrangement in the agreement both to enable you to check the agent's records but also for the agent to have access to independent certification of sales and the principal's records. It is also important to check if the agent can act for other principals in competing products. It is usual to have restrictions on the agents which is permissible under Competition Law but also check any post termination restrictions. What has been the experience of the last two years in the UK? What are the factors to look for when things may have gone wrong or the relationship has changed? This may be due to the global downturn, the changes of the nature of the market generally or specific customer changes? Or is it due to the changes in markets, suppliers, currency, transport or the economy generally? Are you considering a direct sales force, perhaps because of the use of the Internet or better to have your own sales force because you have additional staff who are under utilised in the Netherlands or elsewhere? This may avoid redundancy costs for a principal in the Netherlands or elsewhere? Alternatively you may be considering reducing the territories or the maintenance of those areas to avoid costs and commission to agents? Perhaps there has been an increase in the principal's costs base reducing margins and sale prices? In other cases there is a change of principal who acquires a business in the territory where the agent is located but which has its own direct sales force. Alternatively the agent may be under performing suffering from financial problems or may be suffering from the quality of goods or supply? What to do if things go wrong or you wish to terminate? Consider the agreement or, if no agreement, collect together records of the appointment including all s and letters (which will be disclosable in English Court proceedings - discovery). Review all of the financial information, including sales, during the term of the agency agreement. Note any agreement that existed prior to 1993 then that period will be counted for the period for calculating compensation. Consider what has gone wrong with the relationship with the agent. Is this because of change of communication style, the economy or is there a fundamental failure to perform? Before considering the ultimate step of terminating the agreement, is it possible to renegotiate the terms? For example an agent who is on an exclusive basis may be prepared to renegotiate a different rate of commission on the basis that he becomes a non exclusive agent. However, care needs to be taken to ensure that this is not treated as a termination of the agreement, giving rise to an automatic right to compensation or indemnity. Remember that in all negotiations, any compensation or exchange of correspondence or s should be marked "without prejudice and subject to agreement". The English Court rules as to discovery and negotiated settlements. Are there any mediation provisions in the agreement to allow third party mediation or arbitration to avoid costly Court proceedings? If all fails then consider giving notice to terminate the agency agreement (note the provisions which are mandatory under the Regulations providing for minimum periods of notice). At the same time as giving notice, it may be appropriate to consider making an offer to settle the agent's claims that will otherwise arise or alternatively wait until the agent brings the claim. Note that the agent has one year in which to bring a claim or give notice of making a claim (Regulation 15 of the Regulations).

5 The circumstances in which a claim for compensation or indemnity may be made by an agent Under the Regulations, an agent is entitled to be paid compensation or be given an indemnity by virtue of termination by the principal for any reason other than a default by the agent justifying immediate termination. This includes even where the principal has terminated the agreement by notice or where the agent has justifiably terminated on the basis of circumstances attributable to the principal or if a contract is for a fixed term and comes to an end by effluxion of time or illness or retirement or even on the death of the agent (Regulation 17 and 18). Unfortunately for the principal as in the Netherlands these are mandatory provisions which cannot be avoided or excluded prior to the agency contract expiring to the detriment of the agent (Regulation 19). Unlike the Netherlands, English law provides that an agent will either be entitled to be compensated for the loss of the agency arrangements or be given an indemnity by the principal. Under Regulation 17(2) the agent will receive compensation unless the contract specifically grants entitlement to an indemnity. Compensation used to be considered to be equivalent to the approach in the French system until a recent case decided that the correct way to compensate the agent for damage is to value the agent's business. This will look at the way the agent has suffered as a result of the termination that both deprived the agent of commission which "proper" performance of the contract would have procured but for the termination, and which did not entitle the agent to amortise the costs and expenses it had incurred during the agency arrangements at the request of the Principal (Regulation 17(6-7)). In other words, to compensate the loss suffered by the agent resulting from the termination. Unlike France which normally grants the equivalent of two years gross commission, the new decision in the case Lonsdale (trading as Lonsdales Agency). -v- Howard and Hallam Limited 2007 (House of Lords) shows that the Court's approach now is to quantify the loss by asking what a willing buyer able to perform the contract would reasonably be paid at the date of the termination for the rights the agent had been enjoying. This means a much more involved investigation into the actual loss suffered by the agent which in turn means that if there are declining sales in the current market, the agent's compensation will be less than it might have been in previous years. The alternative is the indemnity route which is equivalent to the approach in the Netherlands. This is where the agent has brought the principal new customers or significantly increased existing business from which the principal continues to derive substantial benefits and that such payment is equitable having regard to all the circumstances, including the related loss commission. The indemnity focuses on what the principal has gained and continues to gain and benefit post termination from the agents work rather than what the agent has lost which is the compensation route. Unlike compensation, an indemnity is capped which is why practice agency agreements are drawn up by solicitors for the principal on the basis of the indemnity route. The cap, as in the Netherlands, is the equivalent of one year's average annual remuneration over the last five years or the duration of the agency arrangements if shorter (Regulations 17(4)). Note that a grant of indemnity does not prevent the agent from also seeking damages (17.5) although in practice this is not usually sought. The position as for compensation and a separate claim for damages is not entirely clear. What are the issues that a principal might consider raising when faced with a claim for compensation or indemnity by an agent? Check that it is a commercial agency arrangement and not some form of employment or a distribution. This will depend obviously on the duties and the nature of the relationship and the authority of the agent to sell on a continuous basis. Are the items sold by the agent goods or services? Is the agent operating in the UK or the EEA? What is the value of the business of the agent? Look at potential sales going forward as well as past sales. What would a willing purchaser pay for the agent's business in the current economic climate? If the agreement is silent then compensation will be payable (looking back at past sales and potential sales but with no limit as to how much compensation can be paid). Does the indemnity route apply? In which case look at what benefits the principal will continue to derive from the agent's activities in the future (but note that the amount payable is limited). Arrange for a valuation before agreeing to make a payment. Note that if compensation is payable it is irrelevant that the principal's business has ceased. The agent will be unable to claim post termination payment from the principal unless, within one year following that termination, it notifies the principal of its claim and entitlement (Regulation 17(9)). Does the agreement provide for a capped payment? If it is expressly stated it must be in accordance with the GB Regulations but this may reduce the scope for negotiating the agents claim? Because of the economic circumstances in the UK, this may have meant a reduced demand for the Principal's goods and so even, through no fault of the agent, this may mean that on the indemnity basis a termination payment should be nil or not significant since the principal will not continue to benefit significantly or derive substantial benefits from the agent's activities and the contrary would not be equitable. On the other hand, if compensation is payable then this may also mean that the value of the agent's business is reduced and therefore the amount of compensation is minimal.

6 Note that the principal must act in good faith and so cannot impose or unilaterally change the arrangements or new commission arrangements. Failure to adhere to this and obtain the consent of the agent will mean that the agent will be able to treat the principal's action as a breach of the agency agreement and claim termination, compensation or indemnity. Note that the agent may also be protected by general law (e.g. not to be discriminated against or treated unfairly whether because of a physical disability or other reason). Double commission - important to have a written agreement to prevent the agent being entitled to commission even if the principal sells or another agent sells in the same territory to a customer that the agent has not dealt with previously. This is why it is important to specify the transactions in the agreement. Likewise, is the agent entitled to commission after the termination? In certain circumstances the agreement may provide that the agent is entitled to contracts that were not yet executed but had been introduced before the termination - it is possible to exclude these. What are the sharing arrangements with the other agents? When is the commission due for payment? Normally only when the principal has been paid by the customer but it will depend on the precise wording of the agreements. Likewise if the customer defaults but the agent has been paid commission then there should be some right of set off in the agreement. It is important to have proper accounting mechanism to ensure that the agent knows when it will be paid and to be supplied with proper information about the arrangements. Settling a claim Important to ensure that any claim that is settled between the parties is in full and final settlement of any claims that may otherwise arise under the Regulations or otherwise under English law. See specimen settlement. Check that it is a legally binding settlement agreement. If faced with court proceedings, check whether or not there is a legal expenses insurance policy which might cover the agent's claim? Beware of the high legal costs if court proceedings in the UK. You will need to check where proceedings can be started. The future Consider alternatives to agency arrangements such as a direct sales force or a distributor or your own branch or subsidiary? The material contained in this guide is provided for general purposes only and does not constitute legal or other professional advice. Appropriate legal advice should be sought for specific circumstances and before action is taken. Ipswich Museum Street Ipswich Suffolk IP1 1HZ T:+44 (0) F:+44 (0) DX: 3206 Ipswich Norwich Kingfisher House 1 Gilders Way Norwich Norfolk NR3 1UB T: +44 (0) F: +44 (0) DX: 5230 Norwich Chelmsford Brierly Place New London Road Chelmsford Essex CM2 0AP T:+44 (0) F:+44 (0) DX: Chelmsford 2 Cambridge Thirty Station Road Cambridge Cambridgeshire CB1 2RE T:+44 (0) F:+44 (0) DX: Cambridge 6 Birketts LLP Authorised and regulated by the Solicitors Regulation Authority. Birketts LLP is a Limited Liability Partnership registered in England under no. OC A list of members is open to inspection at our offices.

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