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How to appoint a sales and marketing agent

How to appoint a sales and marketing agent This Practice Note is a ‘how to’ guide on appointing a sales and marketing agent. It includes a summary of what agency is, an explanation of alternative routes to market, factors to consider before selecting a sales and marketing agent, and practical guidance on negotiating an agency agreement. It considers the appointment of a sales and marketing agent where the agent promotes the sale of the principal’s products and makes representations about the characteristic properties of the products, as well as acting as sales agent with the authority to conclude binding contracts on behalf of the principal. What is agency? Agency is a relationship under which a principal appoints an agent to act under their direction and on their behalf for specified purposes. In essence, the principal grants authority to the agent to perform certain acts or make certain decisions for which the principal is generally considered liable. Such authority may be express, implied, apparent or ostensible. For more information, see Practice...

Inferences from silence—failure to testify

Inferences from silence—failure to testify What inferences can be drawn from failure to testify? Inferences can be drawn where a defendant: • having been sworn refuses without good cause to answer a particular question or questions, or • chooses not to give evidence at all Where either of the above situations arise, the court or jury ‘in determining whether the accused is guilty…may draw such inferences as appear proper'. This means that a court or jury can be invited to infer guilt from the defendant's silence. When can an inference be drawn? Before an inference can be drawn under the Criminal Justice and Public Order Act 1994 (CJPOA 1994), the following conditions must be satisfied: • the defendant must fail to give evidence • having been sworn, refuses to answer questions • the failure to testify or answer questions is without ‘good cause’ • the defendant has: ◦ been warned by the court the effect of the failure to give evidence, or ◦ stated that they will...

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Guide to beneficial ownership for staff

Guide to beneficial ownership for staff 1 Introduction to this guide 1.1 [Insert firm name] is required by the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017), SI 2017/692 (MLR 2017), as amended, to put systems and controls in place to combat money laundering, terrorist financing and proliferation financing. 1.2 Our AML, CTF and counter-proliferation financing policy contains the procedures we have developed to comply with these obligations. This includes a requirement to conduct client due diligence (CDD), ie to: 1.2.1 identify and verify the client’s identity; 1.2.2 identify the beneficial owner where this is not the client; and 1.2.3 obtain details of the purpose and intended nature of the business relationship. 1.3 This document provides guidance on the second requirement, ie to identify the beneficial owner. 2 What/who is a beneficial owner? 2.1 A beneficial owner is the natural person(s) who: 2.1.1 ultimately owns or controls the client; or 2.1.2 on whose behalf a transaction is being...

Financial crime prevention—agent/intermediary red flags guide

Financial crime prevention—agent/intermediary red flags guide We run our business[es] with integrity. All of us must work together to ensure our business[es] [remains OR remain] untainted by financial crime. The following table contains factors we consider to raise a higher probability of improper conduct by an agent or intermediary. Non-fatal red flags may be resolved with additional due diligence. Fatal red flags are so serious and pose so high a risk that they cannot be resolved and lead to immediate discontinuing of existing business relationships or the engagement process. See further our [Agents and intermediaries policy and Due diligence flowchart]. FATAL red flags NON-FATAL red flags Any previous convictions for financial crime offences, eg bribery, tax evasion facilitation, or fraud.The agent/intermediary has previously requested another organisation to prepare false invoices or other types of false documentation.The agent/intermediary refuses to agree to confirm compliance with applicable international laws and [insert organisation’s name]’s policies.The agent/intermediary insists on contractual provisions or undocumented arrangements that breach [insert organisation’s name]’s policies.The agent/intermediary...

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What practical tips are there for conducting a remote mediation?

What practical tips are there for conducting a remote mediation? Practical tips for the mediator • never move a participant without being in the room with them, and announce the move clearly so they can acknowledge it. Being moved without adequate notice can be disconcerting • don’t rush the process. As parties get to grips with video mediation, progress can seem slow but in reality it is usually quicker with moves between rooms and settlement agreement drafting in particular being much quicker • get the mediation agreement signed in advance so you aren't spending time on the day agreeing the terms and sending to the parties and getting signatures etc Practical tips for the lawyer • recognise that you are going to have to do much more planning around the shape of the mediation • consider whether the mediation should be conducted over a number of conversations over a number of days, with a long stop • as external counsel prepare the client as you won't be in the same physical room. Decide how to...

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‘Half the truth is often a great lie’—Benjamin Franklin (Expert Tooling and Automation Ltd v Engie Power Ltd)

Commercial analysis: A case brought to the Court of Appeal challenging the High Court’s decision on the scope of fiduciary duty, informed consent and dishonesty. The court clarified that agents must fully disclose commissions (including the amount and method of funding) to avoid breaching fiduciary duties. Engie Power could only be liable as an accessory if dishonest and the court found the limitation period began when commission was paid, not when the contract was signed. The appeal was allowed in part. Written by Alexander Whatley, barrister at 3PB Chambers.