Effective: April 1, 2017
We're excited you've decided to partner with Peninsula Visa. We've drafted this Master Agreement for Service (which we will call the "Agreement") so you know the rules that govern are partnership with you.
This Master Agreement For Service (the “Agreement”) is made between Peninsula Visa and Courier, Inc. (“Service Provider”) and the customer executing the Service Order (the “SO”) and agreeing to the terms of this Agreement (the “Customer” and collectively, with the Service Provider, the “Parties”) for the provision of services by Service Provider in accordance with the terms set forth below.
IN CONSIDERATION OF the matters described herein and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
1. As of the effective date in the SO (the “Effective Date”), the Customer hereby grants to the Service Provider the right to provide the Customer and Customer's employees with services consisting of passport, visa, legalization and other services associated with obtaining passports, visas and legalization's, and such other services as the Customer and the Service Provider may agree upon from time to time in writing (the "Services"). All Services shall be performed by Service Provider employees. The use of any subcontractors is permitted, as determined by Service Provider. Service Provider shall ensure that its subcontractors perform the Services in accordance with this Agreement.
TERM OF AGREEMENT
2. The term of this Agreement will begin on the Effective Date and will remain in full force and effect for two (2) years from the Effective Date, subject to earlier termination as provided in this Agreement. The term may be extended by mutual written agreement of the parties.
3. Customer may terminate this Agreement at any time and for any or no reason with thirty (30) days' prior written notice to Service Provider. Service Provider may terminate this Agreement at any time and for any or no reason with ninety (90) days' prior written notice to Customer.
4. For the services rendered by the Service Provider, Customer and/or Customer employees will be responsible for providing payment of all services ordered as set forth in the SO. Payment must be made by a major credit card. In the event the Customer employee fails to pay for services rendered that are required or necessary in the performance of duties to Customer, Service Provider shall promptly notify Customer and Customer will assume the responsibility to pay the Service Provider of all fees and late fees incurred by Customer employees. In the event a Customer employee requests services that are personal to the employee, Customer shall cooperate with Service Provider in its efforts to collect payment(s) owed by such employee.
5. Any outstanding fees will be payable at the time the Services are ordered by Customer.
6. Customer will pay a surcharge of 3.5 percent per month for all late payments. In the event of nonpayment, prior to charging interest on any delinquent amounts, Service Provider agrees to provide Customer with written notice of nonpayment and fourteen (14) days following receipt of such notice to cure the nonpayment.
7. Customer and/or Customer employee will be responsible for all direct charges be it service charges, consulate and embassy fees, shipping, and all other services associated with obtaining the services ordered.
8. Customer will be responsible to supply all correct documents required for processing of services. Service Provider will not sign any documents on behalf of Customer.
RETURN OF PROPERTY
9. Upon the expiry or termination of this Agreement, the Service Provider will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.
10. It is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee in providing the Services under this Agreement. The Service Provider and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
MODIFICATION OF AGREEMENT
11. Any amendment or 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.
12. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the parties of this Agreement as follows:
To Service Provider: Peninsula Visa and Courier, Inc., 100 Century Center Ct., Suite 100, San Jose, CA 95112. Email:firstname.lastname@example.org
To Customer: The contact information set forth in the SO.
Either party may modify or to such other address as to which any party may from time to time notify the other.
COSTS AND LEGAL EXPENSES
13. In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
TIME OF THE ESSENCE
14. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
LIMITATION OF LIABILITY
15. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
16. SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SERVICE PROVIDER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY TO CUSTOMER THAT THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT WILL PRODUCE ANY LEVEL OF INCOME, PROFITS OR RESULTS FOR CUSTOMER.
EXCEPT FOR A BREACH OF SECTION 18 OF THIS AGREEMENT (CONFIDENTIALITY), SERVICE PROVIDER SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST PROFITS), INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF ITS PERFORMANCE OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY, DAMAGE OR DISRUPTION TO CUSTOMER EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF AND WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, LOST PROFITS, OR LOST DATA. SERVICE PROVIDER MAKES NO REPRESENTATIONS THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. FOR THE AVOIDANCE OF DOUBT, SERVICE PROVIDER WILL NOT LIABLE OR REQUIRED TO REFUND ANY AMOUNTS RELATED TO ANY DELAYS OR DENIALS BY A GOVERNMENTAL AGENCY OR FALSEHOODS OR OTHER MISREPRESENTATIONS BY CUSTOMER OR CUSTOMER’S EMPLOYEES.
17. This Agreement will enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.
18. In the event Service Provider obtains, during the course of performing services for Customer, direct or indirect access to the confidential or proprietary information of Customer (which shall include but not limited to, certain confidential and/or proprietary financial, sales and distribution, marketing, research and development, organizational, employee, technical and business information, policies or practices, portfolio holdings and securities related information and certain non-public personal or financial information received from or relating to third parties such as Customer's own client, customers or employees), Service Provider agrees to maintain such information in strict confidence. Service Provider shall only disclose such information to those of its employees or subcontractors who have a need to know such information to perform the services. Service Provider shall establish procedures to protect the security and confidentiality of such information and shall ensure that such information is used only for the purposes for which it was disclosed. Furthermore, in the event Service Provider is provided access to any portfolio holdings or securities related information, Service Provider agrees not to trade on any such information. Service Provider shall promptly notify Customer of any breach or suspected breach of this section, but in no event shall such notice be later than thirty (30) days from the date that Service Provider is made aware of the breach or suspected breach. Service Provider agrees to comply with all applicable federal and state data privacy laws, including any requirements to establish and maintain safeguards and a written information security program.
19. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in United States dollars.
20. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.
21. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
22. It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted. For all such matters, each party irrevocably submits to the exclusive jurisdiction of the State or Federal Courts in the County of Los Angeles, State of California and waives any jurisdictional, venue, or inconvenient forum objections to such courts. The most prevailing party in any litigation shall be entitled to recovery of all its reasonable attorneys' fees from the other party in addition to any other award of damages.
23. 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.
24. 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 construed as a waiver of any subsequent breach of the same or other provisions.
25. Neither Customer nor the Service Provider shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to, earthquake, flood, fire, storm or any action of a governmental agency.
27. This Agreement, including any applicable SOs, represents the entire agreement between the parties and no other terms or conditions shall be applicable to this sale.