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GCL & VHL

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Global Corporate Living LLC
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made by and between Global Corporate
Living LLC a Florida Limited Liability Company (hereinafter referred to as "COMPANY") with its principal place of business located at
320 Walnut Street, #614 Philadelphia, PA 19106, and Victorian Hospitality LLC, a New York Limited Liability Company
(hereinafter referred to as CLIENT"), with its principal place of business located at 5 Juliet Court, Old Bridge,NJ 08857, on this _____
day of_________,20___. Upon execution of this Agreement by CLIENT, COMPANY will provide services for the CLIENT under
the Terms and Conditions set forth below within this Agreement:
1. SERVICES: COMPANY shall comply with all local, state and federal laws in connection with customer service call centers.
COMPANY shall coordinate and manage third party vendor relations, advertisement, third party agency relationships, and
booking agent services for CLIENT. Specifically, COMPANY shall be responsible for all reservation quotations and coordination;
incoming and outgoing electronic mail; check in scheduling services for CLIENT's rented locations within the
“Victorian Collection”; managing all incoming and outgoing customer service calls for CLIENT as “Global Corporate Living”; and
customer resolution services though the CLIENT website and email protocol. COMPANY shall also be responsible for
forwarded phone calls to COMPANY's Philadelphia Office and must answer as “Global Corporate Living”. COMPANY will utilize skills
and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to execute each event if they
comply with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY . Payment in
full concludes all business. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as
it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any
past due payment, according to the payment terms of this Agreement, are brought up to date.
2. DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY , during the term of this
Agreement, the CLIENT be responsible for the following duties: The CLIENT must use its best efforts to ensure that anyone
associated or doing business with CLIENT, including but not limited to staff members, web developers, or third party service
providers, does not disseminate the relationship between COMPANY and CLIENT with CLIENT. CLIENT will be solely
responsible for advertisement costs and services. CLIENT is solely responsible for the the mortgage payments, rental payments, utility
payments,and maintenance costs for any of CLIENT's rental units, private homes, condos or any property associated or maintained by
CLIENT. CLIENT also remains responsible for the internal day to day payment management of its businesswhich excludes
booking agent, servicer, rental agency, property management. This paragraph applies to CLIENT when entering into a corporate lease
either before or after the execution of said Agreement, in which COMPANY is or is not a party to the lease.
3. EXCLUSIVITY: During the term of this Agreement, COMPANY agrees to, as the exclusive call center service provider,
booking agent, servicer, rental agency, property management of CLIENT, provide the exclusive services described in Paragraph 1 of said
Agreement for CLIENT. CLIENT further agrees that, during the term of this Agreement, it shall not provide any call center
services,booking agent, servicer, rental agency, property management to any other third party without CLIENT's prior written consent.
Victorian Hospitality, LLC hereby agrees to accept such exclusive services and agrees that during the term of this Agreement, it shall not
utilize any other third party service provider to provide such services as described in Paragraph 1 of said Agreement, without
COMPANY's prior written consent nor exercise any priviledges to do these or act in the same capacity as GCL.
4. COMPENSATION AND RECEIPT OF PAYMENT: In consideration for the services to be performed by COMPANY under
this Agreement, the CLIENT will pay compensation to COMPANY in the amount of 38% net vacation rental bookings, which
shall include already existing vacation rental bookings in which COMPANY will have to provide services either before the execution
of said Agreement and after the expiration of said Agreement. Additionally, COMPANY will also be compensated for administrative services
which will be billed at net cost, based on the current fair market value for such services. In Year two (2) of this Agreement, the CLIENT will
pay compensation to COMPANY in the amount of 1% of gross rental unit bookings, which shall include already existing vacation rental
bookings in which COMPANY will have to provide services either before the execution of said Agreement and after the expiration of
said Agreement, along with additional administrative services billed at net cost. COMPANY and CLIENT shall modify and agree to all
subsequent Compensation terms after Year 2. COMPANY shall deduct its service fees when the reservations of CLIENT's rental units
are being processed for payment. If CLIENT has already processed the payment for booked reservations, then COMPANY's service fees
will be issued via check to COMPANY within five (5) business days of the booking. COMPANY maintains the right to
deduct its service fees if COMPANY has not received full payment within five (5) business days of the booked reservation.
5. LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date as agreed to
by the CLIENT and COMPANY. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient
cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment
of compensation, and, in the event of collection, CLIENT shall be liable for any costs associated with such collection, including, but not
limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
6. INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT
and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The
compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood
that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not
represent to be or hold itself out as an employee of CLIENT.
7. TERM: This Agreement shall commence on the date first above written and shall continue for two years after the date of this Agreement
unless extended by mutual written agreement of the parties to this Agreement. COMPANY has the right to terminate this Agreement in its
sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also
terminate this Agreement in its sole discretion.
8. PERSONAL GUARANTEE. The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and
all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon
the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is
a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return
receipt requested.
TERMS & CONDITIONS
9. LIMITATION OF LIABILITY. It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY
AND CLIENTSHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL
TYPES.
COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED
HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY,
EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES OF ANY NATURE, SPECIFICALLY EVEN IF COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENTFOR ALL
DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE
AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER. COMPANY shall not be
legally responsible nor liable for any legal causes of action regarding rental unit advertisement, financial obligations, and agency
relationships. Furthermore, COMPANY shall not be legally responsible nor liable
10. INDEMNIFICATION.
CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities
including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to
perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
11. NON-CIRCUMVENTION. CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding
to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees,
heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business,
corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries,
contractees, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities
introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement.
CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made
between the parties hereto. Specifically, CLIENT
12. COVENANT NOT TO COMPETE. The CLIENT covenants that for a period of two years from the date of execution of this
Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation,
for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not
employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly
or indirectly attempt to induce such person to leave its employment or engagement.
13. TERMINATION. This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance
and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons:(a) if CLIENT fails
to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
14. CANCELLATION. CLIENT may cancel services to be rendered by COMPANY without any cancellation fee by
communicating such termination in writing at least ______ days prior to such time when services of COMPANY have to be
rendered. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a
lesser amount at COMPANY’S sole discretion if services are canceled with less than ______ days written notice to COMPANY.
15. MEDIATION AND ARBITRATION. Any disputes between the parties hereto, whether arising under this agreement or otherwise,
which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in
the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY.
The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the
dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the
County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are
unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be
provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the
arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court
shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the
exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to
enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court
costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the
arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding of the parties and supersedes all prior
discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
17. MODIFICATION. No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL
THE PARTIES who are bound by the terms of this Agreement.
18. SEVERABILITY. If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent
jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding
as though such provision were not included in this Agreement.
19. VENUE AND JURISDICTION. Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and
venue are waived and suit shall be brought in the county of the principal office of COMPANY.
20. NO-WAIVERS. The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be
construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be
construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of
either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
21. HEADINGS. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
22. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Florida (without regard to the laws that might
be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction,
effect and performance.
23. COUNTERPARTS. This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of
which together shall be one and the same instrument.
24. FACSIMILE COPY. A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as
originals.
25. ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it
has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse
side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
The parties hereto have executed this Agreement by their signatures below:
Global Corporate Living LLC
Victorian Hospitality LLC
By: Miguel Rivera, Operating Manager
SAMIR B CHAUDHRY
______________________________
By: Printed Name of CLIENT
Acceptance Date: This ____ day of _____________ 20____
__________________________________
Signature of CLIENT/CLIENT's Representative
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