These Terms and Conditions contain important information about your relationship with We Sell Moves. Please read them carefully.
1: PURPOSE
This Agreement sets forth the service levels to be provided by We Sell Moves to the Client for the duration of the contract term. We Sell Moves will provide sales services to the Client in accordance with the terms and conditions set forth in this Agreement.
2: DEFINITIONS
(a) “We Sell Moves” means the Independent Sales Organization (ISO) providing sales services as outlined in the Scope of Services attached to this Agreement.
(b) “Client” means the moving company.
(c) “Services” means the sales services to be provided by We Sell Moves to the Client as described in the Scope of Services attached to this Agreement.
(d) “Service Credit” means the credit to be provided to the Client by We Sell Moves in the event of a Service Level Agreement failure.
3: SERVICE LEVELS
(a) We Sell Moves will provide the Services to the Client in accordance with the Scope of Services attached to this Agreement.
(b) We Sell Moves will use commercially reasonable efforts to ensure that its sales agents conduct themselves in a professional and ethical manner when interacting with the Client’s customers or potential customers.
(c) We Sell Moves will provide sales and activity reports to the Client on a weekly basis as outlined in the Scope of Services attached to this Agreement.
(d) We Sell Moves will provide customer service support to the Client’s customers or potential customers, as outlined in the Scope of Services attached to this Agreement.
4: SERVICE CREDITS
(a) In the event of a Service Level Agreement failure, the Client may be eligible to receive a Service Credit as determined by We Sell Moves on a case-by-case basis.
5: NOTIFICATION
(a) We Sell Moves will provide the Client with reasonable notice of any changes or modifications to the Services, including any changes to the Scope of Services attached to this Agreement.
(b) The Client will notify We Sell Moves in writing of any issues or concerns regarding the Services provided by We Sell Moves, and We Sell Moves will use commercially reasonable efforts to address and resolve such issues or concerns.
6: TERM AND TERMINATION
(a) This Agreement will commence on the date listed on the signature page, and will continue for the term specified in the Scope of Services attached to this Agreement.
(b) Either party may terminate this Agreement at any time with seven (7) days’ written notice to the other party.
(c) Upon termination of this Agreement, We Sell Moves will provide the Client with a final sales report and any other information requested by the Client to facilitate the transition of the Services to another provider.
7: CONFIDENTIALITY
(a) Each party agrees to maintain the confidentiality of all confidential information provided by the other party in connection with this Agreement.
(b) Each party agrees to use such confidential information solely for the purpose of performing its obligations under this Agreement.
(c) This confidentiality obligation will survive the termination of this Agreement.
8: GOVERNING LAW AND JURISDICTION
This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The Parties agree that if suit is brought against either party by the other, the terms and provisions of this Agreement shall be governed by the laws of the State of Colorado, without regard to any conflict of law principles. The Parties further agree to institute any litigation concerning or related to this Agreement in the Colorado courts situated in Arapahoe County, Colorado and the Parties submit to the jurisdiction and service of process of the same.
9. PARTIES. Contractor is the independent contractor designated to receive booking phone calls on behalf of Mover and to reserve Mover’s services to satisfy customer needs (“Reservation”), and Mover is the company providing moving services for transportation of property (which may include household goods). Contractor and Mover may be collectively referred to as the “Parties.”
10. CANCELLATION. Either party may terminate this Agreement at any time by giving written notice to the other party at least seven (7) days prior to the date of termination. In the event of any termination, Contractor shall still be compensated in accordance with the terms of this Agreement for any outstanding jobs and/or the remainder of a monthly subscription.
11. CONTRACTOR’S OBLIGATIONS. (1) Contractor represents and warrants that it is duly and legally qualified to provide the services contemplated herein. The parties understand and agree Contractor is an independent contractor, and not an employee of Mover, or a “Broker” as defined in 49 U.S.C. 13102(2) or 49 CFR 371.2(a). Further, Contractor does not assume responsibility or take possession of the goods; and (2) Contractor shall promptly and accurately communicate all information reasonably necessary for facilitating Mover’s opportunity to provide transportation services. Contractor shall provide such services to Mover on a non-exclusive basis.
12. MOVER’S OBLIGATIONS. (1) Mover represents and warrants that it has authority from the Federal Motor Carrier Safety Administration and is duly and legally qualified to operate as a motor carrier of property and/or motor carrier of household goods (whichever applicable). At all times during this Agreement, Mover agrees to comply with all federal, state and local laws regarding the provision of such moving and transportation services; (2) Mover understands and acknowledges that Contractor will be providing quotes for Mover’s services to customers, and Mover shall promptly provide Contractor with a current copy of Mover’s tariff and any updates that occur during the term of this Agreement; (3) Mover shall provide Contractor access to Mover’s customer relationship management system during the term of this Agreement if any is in use; and (4) Mover will provide copies of the final move contract for each move quoted/booked by the Contractor for billing purposes.
13. PAYMENT AND CHARGES.
Non-Refundable Nature: The deposit collected by the “Contractor” is strictly non-refundable, regardless of whether the client chooses to cancel, postpone, or otherwise modify the scope of the service after the deposit has been made. The deposit serves as compensation for the “Contractor’s” efforts, reservation of resources, and potential opportunity costs.
Payment Due: The collected deposit shall constitute the entirety of the payment due from the “Mover” to the “Contractor” for the service of connecting the “Mover” with clients and for all other services rendered by the “Contractor” pertaining to this agreement. No further payment shall be due from the “Mover” to the “Contractor” unless otherwise specified in a different section of this agreement or in a separate agreement altogether.
Invoicing and Record-Keeping: The “Contractor” agrees to provide the “Mover” with a monthly statement or invoice detailing the total amount of deposits collected during the said period. Both the “Contractor” and the “Mover” shall keep accurate records of all transactions related to this service level agreement for auditing and transparency purposes.
14. MOVER’S FAILURE TO PERFORM. If, through no action by Mover’s customer, Mover does not fully complete the moving services under any Reservation, Mover shall still be required to pay Contractor any fees agreed upon in Section 5 herein. If Mover fails to perform on two occasions, it shall constitute automatic termination of this Agreement.
15. QUOTE. Contractor may provide a quote for Mover’s services on behalf of Mover. Such quote shall be based on the most recent tariff of Mover, provided to Contractor by Mover. Mover agrees to be bound by the quote Contractor has provided to the customer.
16. NO DUTY TO CONFIRM OR RESCHEDULE. Contractor has the obligation to schedule Reservations with all customers who are routed to Contractor’s phone desiring to book a Reservation. Contractor has no duty to confirm with Mover that any customer was intended to be routed to Contractor prior to securing any Reservation. Contractor has no obligation to reschedule reservations based on changes in Mover’s availability.
17. SCOPE OF CONTRACTOR’S OBLIGATION. The Parties agree that Contractor is engaged to provide assistance to Mover for scheduling Reservations. Contractor is not engaged for, and will not provide, status updates, location of customer’s items, or other administrative information to customer. Mover shall put necessary measures in place to ensure that Contractor does not regularly receive calls pertaining to such information. In the event Contractor receives an unreasonable amount of phone calls not related to Reservations, Contractor shall be entitled to terminate this Agreement, and its obligation to provide the services hereunder, without notice.
18. INDEMNIFICATION. Mover agrees to indemnify, defend and hold harmless Contractor and its customers, its employees or agents, from any and all claims, damages, liabilities, costs and expenses (including attorney’s fees and consequential damages) arising from Mover’s performance, attempted performance, or failure to perform its obligations under this Agreement, or arising from the negligent, reckless or willful misconduct of Mover or its employees or agents. The obligation to defend shall include all costs of defense as they accrue. Exclusions in Mover’s insurance coverage shall not exonerate Mover from this liability.
19. INDEPENDENT CONTRACTOR. Contractor represents and warrants that it is an independent contractor under this Agreement and that its agents and/or employees are under Contractor’s exclusive management and control, and that Mover neither exercises nor retains any control over Contractor, its operations, agents or employees in any manner whatsoever.
20. MOVER INSURANCE REQUIREMENTS. Mover shall maintain policies of insurance as follows: (i) cargo insurance with minimum limits of liability of $100,000 per occurrence; (ii) automobile liability insurance with minimum limits of liability of $1,000,000 combined single limit for bodily injury and property damage; (iii) comprehensive general liability with contractual liability insurance with minimum limits of liability of $1,000,000 per occurrence; (iv) worker’s compensation insurance with minimum limits as may be required by statute; and (v) any other insurance required by the Department of Transportation.
21. CONFIDENTIALITY. Neither party may disclose the terms of this Agreement to a third party without the written consent of the other party except (1) as required by law or regulation; (2) if disclosure is made to its parent, subsidiary or affiliate company; or (3) to facilitate rating or auditing of transportation charges by an authorized agent and such agent agrees to keep the terms of the Agreement confidential.
22. WAIVER. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right of either Party to enforce such provision in the future or in any way to affect the validity of this Agreement or any part hereof.
23. ASSIGNMENT/MODIFICATION/BENEFIT OF AGREEMENT. No amendment or modification of the terms of this Agreement shall be binding unless in writing and signed by the Parties, except for any rate changes which shall be established and modified as set forth elsewhere in this Agreement. No party may assign this Agreement without the prior written consent of the other party.
24. COMPLETE AGREEMENT. The Parties certify that they have read all the provisions of this Agreement, that this Agreement constitutes the final and complete understanding between the Parties, and no other representation or promise, verbal or otherwise has been made. By execution of the Agreement, the Parties agree that this Agreement shall automatically invalidate any terms and covenants made in prior agreements between the Parties as of the date of the execution of this Agreement.
25. VENUE AND CONFLICT OF LAWS. The Parties agree that if suit is brought against either party by the other, the terms and provisions of this Agreement shall be governed by the laws of the State of Colorado, without regard to any conflict of law principles. The Parties further agree to institute any litigation concerning or related to this Agreement in the Colorado courts situated in Arapahoe County, Colorado and the Parties submit to the jurisdiction and service of process of the same.
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