CLIENT SERVICE AGREEMENT
THIS AGREEMENT ("Agreement") is made and effective on
by and between Credit Card Savers LLC, a Texas Corporation ("Company") and
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiently of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to the Agreement) agree as follows:
The Client hereby agrees to engage the Contractor to provide the Client the following services (the “Services”):
The primary objective of Contractor is to help consumers and businesses more efficiently manage credit card payments and other types of recurring expenses and debts resulting in lower monthly payments, increased cash flow, optimization of cash rewards or incentives, improved credit scores and systematic debt reduction.
The Contractor will advise the Client on the types of credit cards and other recurring debts and expenses that will produce the overall best results.
The Contractor employs its “Specialized-Payment-Processing-System” (SPPS) to achieve the above mentioned benefits without utilizing such services or products as debt consolidation, debt resolution, debt settlement, nonprofit debt management or bankruptcy. The SPPS has a cycle (the “Cycle”) which begins on the 1st day of each month and ends on the last day of each month. The SSPS utilizes as series of debits and credits applied to all debts enrolled in the program (the “Program”) to achieve the benefits described above. The Contractor employs the services of “Konnected Resources” as a “Third Party Processor” to facilitate all debits.
The Contractor will accept one single payment (the “Single Payment”) from the Client per cycle of the SPPS. The Single Payment will be applied by the Contractor towards the balances of the credit cards, recurring expenses and debts that have been enrolled in the Program. Furthermore, all payments are required to be made on or before the due dates.
2. The Services will also include any other the tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
CLIENT PROVISIONS, SPECIFIC ACTIONS AND RESPONSIBILITIES
The Client is ultimately responsible for selecting the specific credit cards and recurring debts or expenses they wish to enroll in the Program.
The Client must provide accurate and up to date information for each credit card and recurring expense or debt enrolled in the Program to include: Client’s name, address and phone number as well as the Creditor’s name, address, phone number, account number, expiration date, CVV or CVC Code, account balance, credit limit, monthly payment and due date.
The Client is responsible for making the Single Payment to the Contractor on the first day of the SPPS Cycle or as specified by the Contractor. The Contractor may require the Client to make the Single Payment via an electronic ACH Recurring Payment Authorization.
The Client agrees “not to make” any additional charges on the credit cards, recurring expenses or debts enrolled in the program throughout the duration of the current SPPS Cycle.
If the Client attempts to charge the credit cards enrolled in the SSPS during the Cycle, the Program will be terminated without exceptions or notice.
In consideration of and in furtherance of Services to be provided by the Contractor, the Client hereby expressly authorize the Contractor, its employees, and agents/volunteers to use a third party to transfer its funds and to receive/send information about its account to/from creditors.
The Client agrees that all debits to accounts enrolled in the “SPPS” will be processed through “Konnected Resources” acting as a “Third Party Processor.
With respect to additional creditor charges and duration of the Program, the Client understands the estimated finance charges, fee or penalties imposed by creditors may increase its overall indebtedness as well as the length of time required to fully pay its creditors over and above the estimates provided by the Contractor. The Client further understands that increasing the amount of the Single Payment may have a favorable impact on these charges, reducing the amount of time estimated to achieve completion of the Program. Therefore, as it is in the best interest of the Client, the Client will make every effort to increase the Single Payment whenever possible. The Contractor will provide as precise an estimate as possible for the duration of the program. However, the Program should not extend more than 48 months, unless otherwise stated.
Client agrees to monitor its creditors’ statements or accounts to verify that payments made by the Contractor have been received on or before the due dates and also agrees to provide the Contractor copies of the most recent creditor statements every ninety (90) days.
The Client understands that the Contractor does not provide legal advice. If legal advice is needed, the Client will seek the appropriate assistance.
The Client herby agrees to abide by the provisions, specific actions or responsibilities of this Agreement.
TERM OF AGREEMENT
3. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force until the completion of the services subject to earlier termination as provided in this Agreement. The term may be extended with the written consent of the Parties.
4. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, the Party will be required to provide 30 days written notice to the other party.
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
7. The Contractor will charge the Client for the Services as follows (the “Compensation”):
• The Client will be accessed a “Monthly Processing Fee” of eight percent to twenty percent (8% to 20%) of the total monthly payments of all of the credit cards and recurring expenses and debts enrolled in the program.
• The Client authorizes the Contractor to charge one or more of the Client’s credit cards that are enrolled in the program for purposes of collecting the Initial-Set-Up-Fee and the Monthly Processing Fees. Furthermore the Client agrees to contact the Contractor as soon as possible if the Client believes any mistakes have been made in regards to the amount of charges made by the Contractor.
8. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
9. In the advent that this Agreement is terminated by the Client prior to the completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.
10. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
11. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary including but not limited to accounting records, business processes and Client records and that is not generally known in the industry of the Client and the release of that Confidential Information could reasonably be expected to cause harm to the Client.
12. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained except as authorized by the Client or required by law. The obligations of confidentiality will apply during the term and will survive indefinitely upon termination of this Agreement.
13. The term of this Agreement (the “Term”) will begin on the date of this Agreement.
14. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
15. All intellectual property and related material (the ‘Intellectual Property”) that is developed or produced under this Agreement will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this intellectual property.
16. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
17. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
18. In the event that this Agreement is terminated by the Client prior to the completion of the Services the Contractor will be entitled to the recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.
19. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
RIGHT OF SUBSTITUTION
20. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the services.
21. In the event that the Contractor hires a sub-contractor:
• The Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor, for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
22. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
23. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
24. The Parties acknowledge that this Agreement is non-exclusive and that either party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
25. All notices, request, demands or other communications required or permitted by the terms of this Agreement will be given via email provided by each parties and writing only if requested.
or to such other addresses as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
26. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
27. Any amendment of modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
28. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
29. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligation under this Agreement without the prior written consent of the Client.
30. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
31. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
32. Headings are inserted for the convenience of the Parties only and are not considered when interpreting this Agreement.
33. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
34. This Agreement will be governed by and constructed in accordance with the laws of the State of Texas.
35. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
36. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be constructed as a waiver of any subsequent breach of the same provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
Credit Card Savers LLC :