This Agency Terms of Services Agreement (“Agreement”) is a mutual agreement between you (“Agency”) and The Reiter Group LLC dba CloudTask (“CloudTask”), a Florida Limited Liability Company, with offices at 1940 NE 194 Drive, Miami Beach, FL 33179, USA. By accepting this Agreement, the Agency is eligible to receive and fulfill work orders for CloudTask Clients in accordance with the terms and conditions herein. This Agreement will continue in full force and effect until terminated. You will be provided advance notice of any material change to this Agreement and your continued participation in a membership program after the last modified date will signify your acceptance of this Agreement.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:
- Buyer(s): Buyer(s) means, a potential client who has indicated an intention to purchase services.
- Client(s): Client(s) means, the company or entity, specified in any completed order form and who is the recipient of the services specified in such order form.
- Order Form(s): An Order Form(s) means the form(s), no matter the title, evidencing the Initial Subscription Fee, Service Terms and Duration of the Service(s) and any subsequent order forms submitted during purchase. [See Appendix Item A for example]
- Agency(s): Agency(s) means the outsourced sales provider who will fulfill our service agreements.
- Poor Performance: Poor Performance means failure of Agency or Client to properly meet the expectations of the “Order Form” in a competent manner.
- Purchase Order: Purchase Order means the form that CloudTask uses with the Agency to contract the services purchased by the Client through the Order Form.
RELATIONSHIP OF PARTIES
The relationship of Agency to CloudTask is that of an independent contractor. Agency shall not represent itself as having any authority; either expressed or implied, to make any commitments, promises, or contracts on behalf of CloudTask. All of the costs incurred by Agency in the provision of services (as indicated on the “Order Form”) to CloudTask clients shall be the sole responsibility of Agency. Nothing herein entitles Agency to have any exclusive rights to any services offered by CloudTask, or any such services sought by CloudTasks’ Buyers. Agency recognizes that CloudTask may choose to work with a number of different companies for the services indicated on the “Order Form”, in any region, including a region Agency is serving, without in any way violating this Agreement.
Agency shall not represent itself to be CloudTask, or use the CloudTask name, logos, trademarks, or other corporate identification marks without prior, written consent from CloudTask. Agency acknowledges CloudTask’s exclusive right to its trade name and all related names, logos, trademarks and confidential documents. Nothing herein conveys any exclusive rights or representation to Agency, and the parties acknowledge and agree that CloudTask, in its sole discretion, may elect to provide part or all of the services, which are the subject of this Agreement directly to Buyers without using Agency or by using other service providers.
AGENCY SERVICE OBLIGATIONS
- Agency shall ensure that at all times, any and all services it provides to any “Clients” of CloudTask are upon receipt of a Purchase Order from CloudTask, and that all such services are performed to the highest levels of diligence, professionalism and data security standards.
- Contact records received by Agency from CloudTask, and/or from CloudTasks’ Clients, for the purpose of performing services indicated in the “Order Form,” shall be governed by this Agreement.
- In responding to any request by CloudTask or by any of its Clients, Agency shall provide the following services: Managed Sales Development. Such services shall be bound by these terms, as well as the service terms outlined in any relevant “Order Form.”
- Agency is solely responsible for ensuring that delivery of services to CloudTask Clients fulfills the expectations advertised by Agency and defined in the Purchase Order for the entirety of the Agreement term.
- In the event of a billing dispute between Agency and CloudTask, Agency agrees to make its best effort to resolve the dispute without interruption to service for up to 20 calendar days after the scheduled payout date. If the dispute has not been resolved by the 20th day, Agency has the right to suspend services until resolution has been achieved.
- All client payments are due before the start of work. Once payment is processed and cleared any such payments owed to the Agency shall be processed and disbursed to the Agency´s business banking account as per the following terms:
- First Payment: Once Client’s payment is processed and cleared any such payments owed to Agency shall be processed and disbursed to the Agency´s business banking account within 3-5 business days.
- Payments 2+: Once Client’s payment is processed and cleared, any such payments owed to Agency will be processed and disbursed to the Agency´s business banking account on the 15th day of the month.
- CloudTask shall pay Agency in accordance with Agency pricing (provided to CloudTask by Agency). CloudTask shall ensure that its charges and invoices are in accordance with Agency pricing, and no extra costs or expenses shall be included therein unless expressly authorized by Agency in writing.
- Payment by CloudTask shall be made in accordance with the terms and conditions of CloudTask Services, as outlined in the “Order Form,” and only upon full compliance by Agency with all terms and conditions of service, reports, billing and other applicable provisions of this Agreement.
- CloudTask will keep 15% of the monthly contract value, as defined in the “Order Form,” each pay period. Any monies collected from the Client on behalf of the Agency above and beyond that 15% will be passed through in full to the Agency.
- Subject to Section 4, 7, 8, 9 and 10 of this Agreement, either party may terminate this agreement by providing a written 30-day notice to the other party. Upon notice, any work for which Agency had already been engaged by CloudTask can be terminated at the discretion of CloudTask. Agency will ensure the timely and proper completion of work.
- Without prejudice to the foregoing, CloudTask may terminate this Agreement at any time or for non compliance with the requirements as defined in the relevant Order Form by giving Notice of Termination at any time for any reason such as poor performance.
MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY
During the period of this Agreement, CloudTask and Agency may disclose to each other certain confidential information which may consist of but shall not be limited to, trade secrets, client lists, technical information, proprietary information which relates to Disclosing Party’s business (including without limitation, business plans, financial data, client information, marketing plans, missions and activities, competitive strategies, statistical information, research and development, transactional information, software development plans and inventions (whether or not patentable), information from results of operations, as well as other proprietary and confidential information (hereinafter “Confidential Information”). CloudTask and Agency recognize that such Confidential Information is a valuable, special and unique asset to both entities which may provide to CloudTask and Agency with a significant competitive advantage and both parties understand and acknowledge that the disclosure of any such Confidential Information to unauthorized individuals and/ or companies will prejudice the ability to either entity to conduct its business successfully. In consideration of the willingness of both CloudTask and Agency to disclose certain Confidential Information to each other, both parties hereby agree to receive and retain the Confidential Information in strict confidence and to use the Confidential Information only in the furtherance of the business relationship between the parties to this Agreement. Without the prior written consent f from one another, CloudTask and Agency will not:
- Disclose any Confidential Information to any third party or entity nor give any third party or entity access thereto:
- Use any Confidential Information in any manner except of the express business purpose and relationship between Manufacturer and/or;
- Disclose to any third party entity the fact that Confidential Information is being made available to both parties. Both CloudTask and Agency further agree to make no other use of the Confidential Information, to make the Confidential Information available only to its employees and those with a need to know in order to perform their duties in connection with the limited purposes of this Agreement. The prohibition against disclosure of Confidential Information will survive the termination or expiration of any business relationship between CloudTask and Agency for a period of three (3) years. Both CloudTask and Agency acknowledge and agree that money damages will not be a sufficient remedy for any breach of this prohibition on disclosure of Confidential Information. Both Parties will ensure that all of its employees, agents or representatives who come into contact with either entity, its business or Confidential Information, will execute this Agreement, and agree to be bound by the terms herein.
The terms and provisions of this Section shall survive the expiration or termination of this Agreement, and shall remain in full force and effect and bind the parties hereto from the date of execution hereof and for three (3) years from the termination of this Agreement.
This Non-Solicitation section applies to both CloudTask and Agency and shall remain in full force and effect throughout the duration of this Agreement and for a period of an additional twelve (12) months from the termination date of this Agreement.
- CloudTask, Agency, its agents, employees and representatives shall not solicit or refer to others of CloudTask and Agencys Buyers, employees, or business contacts for any purpose which is competitive with both entities, its business, services, and products without the prior written authorization of CloudTask or Agency.
- Further, CloudTask, Agency, its agents, employees and representatives shall not sell or agree to sell any services directly or indirectly or agree to provide any services similar to those in the Agreement to any client of both parties or any potential Clients or the use of either entities services.
- CloudTask, Agency, its agents, employees and representatives agree that they will direct any inquiries or requests for information by any Clients only to each other.
- Without prejudice to the foregoing, Agency, its agents, employees and representatives, shall have the right to conduct business with departments and franchises of the same group of companies, that are not directly related to or actively in business with CloudTask.
Agency agrees, that in order to adduce appropriate safeguards with respect to the protection of privacy of CloudTask under this Agreement, to adhere to provisions of the Data Protection Agreement between CloudTask and its clients. Agency further agrees that CloudTask shall have the right to collect and use any and all lead information and that CloudTask is the sole owner of all onboarding materials.
Agency shall perform the services in a professional, courteous and businesslike manner and to the specification as defined in the attached order form. Failure to comply with this clause may result in termination of this Agreement pursuant to Section six (6) Termination.
Agency and CloudTask will save each other harmless of any and all liabilities as a result of claims, demands, costs including attorney’s fees, which may result from any act of its officers, directors, agents or employees in performing its obligations under the terms of this Agreement or which may result from its breach of any of the terms and conditions of this agreement.
This Agreement supersedes all previous agreements, written or oral, relating to the above subject matter, and may be modified only by a written instrument duly executed by the parties hereto. All clauses and covenants contained in this Agreement may be severed and in the event, any of them is held to be invalid by any court, this Agreement shall be interpreted as if such invalid clauses and covenants were not contained herein. Captions and headings are for convenience only and shall not modify, abrogate or otherwise affect the terms and provisions herein. This Agreement will be construed according to the laws of the State of Florida. This Agreement has been entered into as a result of a fully negotiated and bargained exchange, and neither party shall be deemed the drafting party for purposes of interpreting the Agreement, or ambiguities if any against the drafter.
This Agreement may be executed in counterparts, and the combined signature pages so executed will operate as one fully executed Agreement. Signatures will be valid if exchanged by facsimile, electronic mail, or other means regularly employed for exchanging signatures on Agreements in the industry.
The Reiter Group LLC dba CloudTask
1940 NE 194th Dr, North Miami Beach, FL 33179, USA