This Detailing services agreement ("Agreement") is made and effective January, 01 1970
BETWEEN: (the "Detailer"), a company organized and existing under the laws of the State of Illinois with its head office located at:
AND: Mobile Detailing Pros (the "Company"), a company organized and existing under the laws of the State of Illinois
Detailer is engaged in providing Mobile Auto Detailing services. Detailer has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, insurance requirements and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as a Detailer pursuant to this Agreement. Detailer is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Detailer as set forth below. Detailer desires to enter into this Agreement and perform as a Detailer for the company and is willing to do so on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:
This Agreement shall be effective commencing January, 01 1970 and shall continue until terminated at the completion of the Scope of work or by either party as otherwise provided herein.
This Agreement does not constitute a hiring by either party. It is the parties intentions that Detailer shall have an Independent Contractor status and not be an employee for any purposes. Detailer shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Detailer unless specifically authorized in writing. Detailer shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing.
a. Detailer shall input a credit or debit card in their account for billing purposes. The detail fee charge can vary and will be contained within each detail offer and has to be acknowledged by accepting via SMS message or through the detailer admin. Each detail fee is billed on the total amount collected from each job and any upgrades or upcharges must be reported when the job is completed. Downgrades in service will result in the lowering of fees and will be billed at the same percentage. Company has the right to contact customer for service completion inquiry and total price paid. Detailer must make every reasonable attempt to reject all service requests immediately upon disinterest or inability to contact customer.
b. If customer pays for service to Company, Company will remit balance owed to Detailer on a net 14 days from order completion by check or ACH payment. Company will apply an additional fee of 3% for third party credit card processing fees.
c. Company reserves the right to place orders with other companies to satisfy customer expectations and needs.
d. All fees will be billed to detailers credit or debit card processed through stripe.com. All detail fees must be paid within 3 days of the scheduled service being completed. Any declined payments will result in a $5 fee per occurrence. Additional payment arrangements can be made at the discretion of Company.
e. In the event that additional time to complete the requested services due to poor condition of the vehicle all fees must be discussed prior to work commencing. Any add on charges for excessive pet hair, biological waste, heavy water spots or heavy stains can not exceed $60 per hour. All up charges must be reported immediately after the completion of service and will incur the detail fee rate applied to the specific service being rendered. Service upgrades or downgrades must be reported immediately after the service has been completed.
f. Misreporting close out pricing, add-on vehicles, or falsely rejecting details that are completed will result in the immediate suspension of your account. Company reserves the right to collect the FULL value of the service as requested if such an event arises.
g. If there is substantial evidence to show poor workmanship, failure to perform services as requested, or willful acts of negligence, Company reserves the right to collect the FULL value of the services paid by customer.
h. No-Show. If Detailer does not show up within 1 hour of the agreed upon time without notice, Company reserves the right to collect the agreed upon detail fee for the services being requested.
Providers shall maintain a professional appearance, have clean work clothes and not use foul language. Usage of tobacco, alcohol, or narcotics on site is strictly prohibited and will result in the immediate suspension of your account. Usage of of a customers bathroom is strongly discouraged. Arguing with customers, sexual harassment, threatening or intimidating behavior is strictly prohibited and will result in the immediate termination of your account.
a. Detailer hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Detailer by virtue of their services to Company, and is effective for the entire duration of Detailer's agreement with Company. This waiver is effective independently of Detailer's employment status as adjudged for taxation purposes or for any other purpose.
b. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other.
a. Company and detailer may terminate agreement at any time upon written notification. Upon termination of agreement detailer agrees to remit any outstanding balances owed within 3 business days to company by their primary credit or debit card on account. Upon termination company reserves the right to keep any balances owed as a termination fee. All Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement.
a. Detailer agrees not to disclose or communicate, in any manner, either during or after Detailer's agreement with Company, information about Company, its operations, clientele, or any other information that relates to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Detailer agrees not to disclose detail fees, monthly fees, membership fees or other information regarding this agreement. Detailer acknowledges that the above information is material and confidential and that it affects the profitability of Company.
b. Detailer understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. To the extent Detailer feels they need to disclose confidential information, they may do so only after obtaining written authorization from the Company.
c. This non-disclosure agreement will remain in effect after cancellation for 5 years.
Detailers shall not, during the Agreement and for a period of one year immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of the Company on whom Detailer called or became acquainted with during the terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation or organization.
If customer contacts detailer within 1 year for additional services, detailer must refer customer to company for booking. If customers contact provider after a job was cancelled or rejected, provider shall report any services rendered and pay the detail fee percentage from the originating service order for up to 12 months.
Detailer is prohibited from leaving price lists, business cards, flyers or any other marketing materials.
Detailer shall not, during this Agreement and for a period of one (1) year immediately following termination of this agreement, either directly or indirectly, recruit any of Company's employees for the purpose of any outside business.
Detailer agrees that the Scope of Work, all tasks, duties, results, inventions and intellectual property developed or performed pursuant to this Agreement are considered "works for hire" and that the results of said work is by virtue of this Agreement assigned to the Company and shall be the sole property of Company for all purposes, including, but not limited to, copyright, trademark, service mark, patent, and trade secret laws.
Detailer is encouraged to treat all company employees, customers, clients, business partners and other affiliates with respect and responsibility. Detailer is required to comply with all laws, ethical codes and company policies, procedures, rules or regulations, including those forbidding sex harassment, discrimination, and unfair business practices.
Detailer agrees to comply with all local, state and federal laws regarding licensure, bonding, and workers compensation insurance. Detailer agrees to follow EPA requirements for usage, storage and disposal and of cleaning chemicals or other hazerdous materials.
All persons hired by Detailer to assist in performing the tasks and duties necessary to complete the Scope of Work shall be the employees of Detailer unless specifically indicated otherwise in an agreement signed by all parties.
Any notice to be given hereunder by any party to the other may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. Detailer agrees to keep Company current as to their business and mailing addresses, as well as telephone, facsimile, email and pager numbers.
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements incurred both before or after judgment in addition to any other relief to which such party may be entitled.
Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the [LAWS] unless the Parties stipulate otherwise. The parties shall each appoint one person to hear and determine the dispute and, if they are unable to agree, then the two persons so chosen shall select a third impartial arbitrator whose decision shall be final and conclusive upon both parties. The attorneys' fees and costs of arbitration shall be borne by the losing party, as set forth in paragraph 18, unless the Parties stipulate otherwise, or in such proportions as the arbitrator shall decide.
Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.
Detailer shall defend, indemnify, hold harmless, and insure Company from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Detailer's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Detailer. Detailers shall insure that its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement. Detailer assumes all liability for damage to customer's personal property including the vehicle being serviced, personal property contained inside or outside the vehicle, and to the location at which the service is being conducted. Detailer agrees to furnish a minimum of $1,000,000 in business liability coverage and a bond covering up to $1000 per service.
This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the parties hereto, except any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, Indemnification or Arbitration Agreement. This Agreement contains all of the covenants and Agreements between the parties, except for those set forth in any Confidentiality, Trade Secret, Non-Compete, Non-Disclosure, or Arbitration Agreement.
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
This Agreement shall be governed by, and construed under, the laws of the State of Illinois.