Terms & Conditions of 12five EasyPay Program
Thank you for using the Accounts Management Services offered by 12five Capital LLC (“12five”). Companies or persons subscribing to or using the Services are referred to as "Client”. By utilizing the Services, Client is agreeing to the following terms and conditions (the "Terms and Conditions"), which govern Client’s use of the Services provided by 12five. 12five in its discretion may modify these Terms and Conditions at any time.
Scope. Client hereby retains 12five to employ commercially reasonable and prudent practices to manage, service and collect the accounts receivable (the “Accounts”) submitted to 12five by Client (the “Services”). 12five is authorized to determine and direct the actions to be taken on behalf of Client in performing the Services. Client acknowledges and agrees that 12five does not make any representations or guarantees with respect to the outcome of recovery efforts on the Accounts, its ability to collect the Accounts or the length of time for Account collection.
Fees. Client shall pay the following fees on a calendar month basis for the Services based on the number of Accounts submitted during such month: (a) $100 for up to ten (10) invoices; (b) $190 for up to twenty (20) invoices; (c) $285 for up to thirty (30) invoices; (d) $380 for up to forty (40) invoices; and (e) $475 for up to fifty (50) invoices (the “Fees”). All Fees shall be payable by credit card. Client shall submit a credit card authorization to 12five Client prior to 12five commencing the Services hereunder. Prior to the 1st business day of each month, 12five is authorized to charge the authorized credit card for Services to be performed for the following month. In the event payment is declined or 12five is otherwise not able to charge the authorized credit card for any reason, 12five will not perform the Services until payment in full is received.
Specific Accounts Servicing Functions. 12five shall: (a) track the aging of Accounts; (b) issue weekly statements and a monthly report to Client regarding the status of Accounts; (c) maintain regular contact with account debtors to verify scheduled payment of Accounts; (d) answer account debtor inquiries, demands, and requests; (e) grant appropriate payment accommodations to facilitate payment of the Accounts; (f) monitor the Accounts, account debtor payment trends and account debtor payment history; (g) issue payment demands; and (h) promptly communicate to Client any material information regarding the collection of the Accounts.
Accounts Documents. Client shall upload all Accounts together with all documentation regarding each Account within one (1) business day of Client generating the invoice representing the Account, including but not limited to purchase orders, invoices, account debtor contact information and all back up documentation that will enable verification and collection from the account debtor (the “Accounts Documents”). The Accounts Documents shall be uploaded to the 12five email dropbox assigned by 12five to Client.
Client Representations and Warranties. The Client represents and warrants to 12five as follows: (a) all Client Accounts to be submitted to 12five hereunder are solely commercial Accounts for which the account debtor has been provided goods or services exclusively for a business and/or commercial purpose and not for personal, family or household purposes; (b) Client is an entity duly organized, validly existing and in good standing under the laws of the state of its formation and is qualified and authorized to do business and is in good standing in all states in which such qualification and good standing are necessary or desirable; (c) Client is the sole and absolute owner of each Account; and (d) Seller has the full legal right to enter into these Terms and Conditions for the Services and these Terms and Conditions do not contravene or conflict with the terms of any other agreement, commitment or instrument to which Client is a party.
Client Account Obligations. Client (i) shall not engage in any direct collection efforts regarding Accounts submitted to 12five and will immediately provide any information received regarding an Account or an Account Debtor to 12five; (ii) shall report all payments, bankruptcy notices, and/or any other relevant communications from account debtors and/or their representatives directly to 12five upon Clients receipt or knowledge of the same, and in any event within one (1) business day; and (iii) hereby authorizes 12five to compromise up to ten percent (10%) as settlement authority on all Accounts should payment in full or alternative payment arrangements not be viable.
Authorization. These Terms and Conditions apply to all Clients and contain the terms and conditions governing the Services. By clicking "ACCEPT" when subscribing to the Services, Client acknowledges it has received and read these Terms and Conditions and agree to them.
Term. These Terms and Conditions shall begin on the date 12five receives the Initial Fee and continue until the earlier of (i) Client providing 12five thirty (30) day written notice of termination; or (ii) 12five’s termination of the Terms and Conditions.
Security and Use. The Services make use of a private network, intended for authorized users only. 12five reserves the right at all times to take actions to protect the Services, the systems and information, including denying a Client access to the Services in whole or in part. 12five will attempt to secure the Services to prevent, among other things, access by unauthorized persons and the introduction of any malicious code, such as a computer virus. However, no security system is failsafe, and despite 12five’s efforts the security of the Services could be compromised or malicious code could be introduced by third parties. Client agrees to immediately notify 12five of any unauthorized use of the Services or any other breach of security known to Client and Client shall cooperate with 12five in investigations and other actions taken with respect to same. Anyone using Client’s account information and password can access Client information and have full access to the Services in the same manner as Client. If anyone utilizes Client’s account information with or without Client’s permission, Client will be responsible for any transactions performed by that person with respect to Client’s Account. Client agrees to take every precaution to ensure the safety, security and integrity of Client’s account information and transactions when using the Services. Client agrees to keep Client’s account information and password safe, confidential and secure, not to record the password or otherwise disclose or make the password available to anyone other than authorized users of Client’s Account.
Exclusion of Liability and Warranties. BY USING THE SERVICES, CLIENT AGREES TO ACCEPT COMPLETE RESPONSIBILITY FOR ITS USE OF THE SERVICES; THEREFORE, 12FIVE AND ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND SERVICE PROVIDERS, DISCLAIM ANY AND ALL LIABILITY, WHETHER NOW KNOWN OR OTHERWISE, WITH RESPECT TO CLIENT’S USE OF THE SERVICES, AND 12FIVE FURTHER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS AND CONDITIONS, UNLESS OTHERWISE PROHIBITED BY LAW, IN NO EVENT SHALL 12FIVE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (EVEN IF ADVISED OF THE POSSIBILITY THEREOF) ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SERVICES.
Assignment. Client may not assign Client’s rights and obligations under these Terms and Conditions to any other party. 12five may assign its rights and obligations under these Terms and Conditions and may also assign or delegate its rights and responsibilities under these Terms and Conditions in connection with the Services to independent contractors or other third parties.
Governing Law/Jurisdiction/Attorney’s Fees. These Terms and Conditions shall be deemed executed in the City of Chicago, County of Cook, State of Illinois (the “Chosen Forum”) and in all respects shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to any choice of law or conflict of law provisions or rules (whether of the State of Illinois or any other jurisdiction). Client consents to the exclusive jurisdiction of any state or federal court sitting in the Chosen Forum in any action or proceeding the subject matter of which arises out of or relates, directly or indirectly, these Terms and Conditions and agrees that all claims in respect to any action or proceeding shall be heard and determined exclusively in the Chosen Forum. Client further agrees to waive any right it may have to seek a change of venue based on inconvenience of the Chosen Forum or otherwise. Client shall reimburse 12five for all reasonable attorneys’ fees, court costs and other expenses incurred by 12five in connection with this Agreement.
Waiver of Jury Trial. Client knowingly, voluntarily and intentionally waives any right that client may have to a trial by jury in respect to any litigation based hereon, arising out of or related hereto whether, under or in connection with these terms and conditions or any agreement contemplated to be executed in conjunction herewith, including any course of dealing, statements (whether verbal or written) or actions of either client or 12five.
Indemnification. Unless caused by 12five’s intentional misconduct or gross negligence, Client agrees to indemnify, defend and hold harmless 12five and its members, managers, officers, directors, employees, agents, representatives and affiliates (each being an "Indemnified Party") from any and against all third party claims, actions, liability, damages, losses, expenses and costs, to which such Indemnified Party may become subject under any applicable federal or state law, made by any account debtor, or other third party or otherwise, relating to or in connection with these Terms and Conditions and the performance by such Indemnified Party thereunder, and Client will reimburse any Indemnified Party for all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatening claim, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The provisions of this Section 14 shall survive the termination of these Terms and Conditions.
Severability. In case any one or more of the provisions contained in the Terms and Conditions shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the Terms and Conditions shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
No Reliance. These Terms and Conditions are executed freely and voluntarily and without reliance upon any statement or representation of 12five or 12five’s agents or other representatives in connection therewith except as set specifically forth herein. There are no and Client is not relying on any written or oral representations not expressly written in these Terms and Conditions.