This Services Agreement (“Agreement”) is made between VIP Efficiency, (“Service Provider”), and (“Client”) details and quantifies the minimum acceptable level of service to Client.
VIP Efficiency sees this agreement as indispensable and ensures that we provide you with great service. It also serves to solidity our relationship with you.
The Parties agree as follows:
a) General. VIP Efficiency agrees to provide Client the Services set forth in this Agreement. Client may order, and VIP Efficiency may agree to provide, additional services not covered by this agreement (“Out of Plan Services”) at mutually agreed rates.
b) Services Billed Monthly at a Fixed Annual Rate
i) Personal and Residential Billing.
ii) Account Management.
iii) Electronic Document Retention.
iv) Physical Document Retention.
v) Shredding Services.
c) Services Additional Services Provided at $1000.00 Per Day for a 6-Hour Work Day.
i) Home organizational services including loss of spouse or family member’s financial and personal documents.
(1) Additional reasonable travel expenses not included.
2) Term and Termination.
a) Term. Service is offered on an annual basis. The term of this Agreement shall commence upon Client’s signature of the service agreement and shall continue for one (1) calendar year from date of contract commencement.
At the end of the initial Service term, unless terminated in accordance with the terms of this Agreement, the following options are available:
a) Client renews for a new contract term with VIP Efficiency and continue at a mutually agreed upon cost.
b) Client does not renew for a new contract term with VIP Efficiency and VIP Efficiency returns all Client information to Client.
Within 30 days of the expiration of the contract term, Client shall provide written notice of their selection of one of these options. In the event the notice is not provided or terminated in accordance with the terms of this agreement, the term shall automatically renew for subsequent periods of the same length as the initial term.
You are purchasing the Services for full year terms, meaning that if you attempt to terminate Services prior to the end of the term, you will be responsible for the full term’s charges to the end of the then-current contract term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and payable. Expiration of the term or termination of Service will not excuse you from paying all accrued and unpaid charges due under this Agreement.
b) Termination. This Agreement may be terminated as follows: (i) either party may terminate this Agreement at the end of a contract term with thirty (30) days written notice to the other party prior to the end of the initial or additional term; (ii) upon VIP Efficiency’s failure to perform or observe a material term or condition of this Agreement and failure to correct within thirty (30) days after receipt of written notice from Client of such failure, Client may terminate the Services affected by such breach; and (iii) upon Client’s failure to pay any outstanding charges within ten (10) days of receipt of written notice from VIP Efficiency of delinquency, VIP Efficiency may terminate this Agreement.
c) Effect of Termination. Upon termination of this Agreement, Client will be liable for all charges incurred as of the date of termination, all future charges due during the term of this Agreement, and, if applicable, any costs caused by Client’s early termination.
3) Payment Terms
a) Fees. The fees for Services are set forth. Fees will be invoiced in advance to Client and will become due and payable on the fifteenth (15th) day of each invoice period. Fees are based on the subscribed managed services, number of devices, users and/or licenses and may be adjusted if the quantities change. Services will be suspended if payment is not received within thirty (30) days following invoice date. It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered “Projects,” and will be quoted and billed as separate Out of Plan Services.
b) Pricing. The Pricing set forth will remain in effect for the length of the agreed upon contract term. Upon conclusion of the term VIP Efficiency retains the right to adjust pricing with prior written notice to Client.
c) Taxes. Amounts payable by Client hereunder do not include local, state or federal sales, use, value-added or other taxes based on work or Services provided under this Agreement. Client will pay all such taxes as may be imposed upon VIP Efficiency or Client, except income taxes imposed on VIP Efficiency.
d) Failure to Pay. Client acknowledges that its failure to pay timely any of the fees under this Agreement will be a material breach of this Agreement for which VIP Efficiency may, in addition to pursuing all other remedies, withhold Services and/or terminate this Agreement.
4) Charges; Payments; Taxes; Termination
a) Billing. When the Service is activated, you must provide us with a valid email address and a credit or debit card number from a card issuer that we accept. We reserve the right to stop accepting credit or debit cards from one or more issuers. If your credit or debit card expires, you close your account, your billing address changes, or your credit or debit card is canceled and replaced on account of loss or theft, and you must advise us at once. We will bill all charges, applicable taxes and surcharges monthly in advance.
b) Billing Disputes. You must notify us in writing within seven days after receiving your credit or debit card statement if you dispute any VIP Efficiency charges on that statement or you will be deemed to have waived any right to contest such charges. All notices of disputed charges should be sent to:
c) Payment and Collection. (i) Payment. VIP Efficiency accepts payment by ACH, credit or debit card, unless other payment terms have been explicitly agreed to in writing by VIP Efficiency. Your subscription to the Service authorizes us to charge your credit or debit card. This authorization will remain valid until 30 days after we receive written notice from you terminating our authority to charge your credit or debit card, whereupon we will charge your credit or debit card for the termination fee, if applicable, and any other outstanding charges and terminate you Service. We may terminate your Service at any time in our sole and absolute discretion if any charge to your credit or debit card is declined or reversed, your credit or debit card expires and you have not provided us with a valid replacement credit or debit card or in case of any other non-payment of account charges. (ii) Collection. If your Service is terminated, you will remain fully liable to us for all charges pursuant to this Agreement and any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney’s fees.
d) Termination; Discontinuance of Service. We reserve the right to suspend or discontinue the Service generally, or to terminate your Service, at any time in our sole and absolute discretion. If we discontinue the Service generally, or terminate your Service without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month’s charges. If your Service is terminated on account of your breach of any provision of this Agreement, you will be responsible for the full month’s charges to the end of the current term, including, without limitation, unbilled charges, plus the termination fee, if applicable, all of which will immediately become due and payable.
5) Client Responsibilities.
a) Authorized Contact. Client will identify one individual to be VIP Efficiency’s primary Client contact and another individual as the secondary contact. Such contacts have authorization to make decisions on behalf of Client and may be relied upon by VIP Efficiency when providing Services. Additional authorized contacts may be added upon written request by Client to VIP Efficiency.
b) Provision of Materials and Services by Client. Client shall, at its expense, provide VIP Efficiency with access to all information and passwords requested by VIP Efficiency that are necessary for VIP Efficiency to perform the Services. If access is denied for any reason, Client understands that the VIP Efficiency may be unable to perform its duties adequately and VIP Efficiency will be held harmless.
c) Completion of release of information. See attached Authorization for Release of Financial and Health Information Pursuant to HIPAA marked “Exhibit A”.-Available on the "service agreement" provided to client for signature.
6) Proprietary Rights.
a) Client Data Ownership and Responsibility. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness or right to use of any data, information or material proprietary to Client or provide or submitted by Client in the course of using the Services (“Client Data”). VIP Efficiency shall not be liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. Client has and shall retain ownership of all Client Data. In the event that this Agreement is terminated, VIP Efficiency shall make available to Client a file of the Client Data in VIP Efficiency’s possession within thirty (30) days of termination upon Client’s request at the time of termination.
7) Warranty. VIP Efficiency warrants that it will exercise commercially reasonable efforts to perform the Services. For any breach of the foregoing warranty, VIP Efficiency will re-perform any non-conforming Services that were performed within the ten (10) business day period immediately preceding the date of Client’s written notice to VIP Efficiency specifying in reasonable detail such non-conformance. If VIP Efficiency concludes that conformance is impracticable, then VIP Efficiency will refund all fees paid by Client to VIP Efficiency, if any, allocable to such nonconforming Services.
a) Force Majeure. With the exception of Client payment for Services, neither party shall be responsible for any failure to perform or delay caused where such failure or delay is due to circumstances reasonably beyond the party’s control. This includes without limitation fire, flood, earthquake, volcanic eruption, explosion, lightening, wind, hail, tidal wave, landslide, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, acts of God, telecommunications systems outages, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems (unless such facilities are also affected by a Force Majeure), acts or omissions of common transportation carriers, or other physical event.
b) Confidentiality. “Confidential Information” means all non-public technical or business information disclosed by one party to the other party and marked as proprietary. The receiving party shall hold such Confidential Information in confidence for three (3) years after termination of this Agreement, restrict disclosure of such information solely to its employees with a need to know, and use a degree of care no less than the degree of care it uses for its own confidential information to prevent the unauthorized disclosure, use or publication of confidential information. See attached Mutual Non-Disclosure Agreement marked “Exhibit B”-Available in the "Service Agreement" provided to client for signature.
c) Governing Law. The Agreement and the relationship between you and us are governed by the laws of the State of New York without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 12(c), you shall submit to the personal and exclusive jurisdiction of the courts located within the State of New York and waive any objection as to venue or inconvenient forum.
d) Mandatory Arbitration and No Jury Trial. Any dispute or claim between you, or any guest or employee of you and us arising out of or relating to the Service or Device will be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration will take place in Nassau County, New York. The arbitrator’s decision will follow the plain meaning of the relevant documents, and will be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. All claims shall be arbitrated individually. You shall not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL AND AN AGREEMENT TO BE SUBJECT TO JURISDICTION IN, AND CONDUCT ARBITRAL PROCEEDINGS IN, NASSAU COUNTY, NEW YORK.
e) No Waiver of Rights. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
f) Entire Agreement. This Agreement, including any future modifications as may occur within the terms of the Agreement, and the rates for Services found in this Agreement constitute the entire agreement between you and VIP Efficiency and govern the use of the Service by you, members of your business, employees and guests. This Agreement supersedes any prior agreements between you and VIP Efficiency and any and all prior or contemporaneous statements, understandings, writings, commitments, or representations concerning its subject matter.
g) Severability. If any part of this Agreement is legally declared invalid or unenforceable, all other parts of this Agreement will remain valid and enforceable. Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.
h) Future Changes to this Agreement. We may change the terms and conditions of this Agreement from time to time. VIP Efficiency will make best efforts to notify Clients in advance via email regarding changes to the terms and conditions of this Agreement. Such changes will become binding on you on the date they are given to the Client and no further notice by us is required upon your continued use of the Service.
i) Assignment; Successors. Client may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of VIP Efficiency. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. VIP Efficiency may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Client. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.