- Definitions. The following definitions apply to all terms within
these Terms and Conditions:
- “Obligor” means Client’s past customer that Client assigns to Company for Services;
- “Account” means a file that Client places, assigns, or refers to Company for collection of an unpaid receivable from Obligor;
- “Forwarding Attorney” is a third-party contractor that provides legal services to Client on Accounts Client authorizes Company to forward for possible legal action against an Obligor;
- “Placement Form” means the forum and manner of Client placing, assigning, or referring Accounts to Company for Services, which provides Company with details of the balance due to Client from Obligor and initiates these Terms and Conditions on the Accounts;
- “Published Rate Schedule” means Company’s pricing document that describes Company’s standard fees;
- “Placement Date” means the date that Client places, assigns, or refers Accounts to Company; and
- “Master Services Agreement” means Company and Client’s specific agreement.
- Scope.
Company will perform for Client the Services on Accounts as set
forth in these Terms and Conditions and Client agrees to pay for such Services at
the rates set forth in Section 13 of these Terms and Conditions. If the Parties entered
into a Master Services Agreement (”MSA”) and if any part of these Terms
and Conditions and/or Company’s Published Rate Schedule conflicts with the
MSA, then the MSA shall control.
- Placement of Accounts.
Client shall place, assign, or refer Accounts to Company for
Services as Client, in Client’s sole discretion, elects to send to
Company. Client represents and warrants that Client reasonably believes
Obligor legally owes Client the outstanding Account balance. Client
shall provide Company with all necessary documentation to substantiate the balance due to
Client from Obligor, as well as any other such Obligor and Account
information to support Company Services for Client. Client acknowledges
and agrees that Client representative who places, assigns, or refers Accounts to
Company for Services has the authority to bind Client to these Terms and
Conditions for the submitted Accounts.
- Term/Termination.
These Terms and Conditions apply to all Accounts Client places, assigns, or
refers to Company after April 1, 2024 and are effective as of the Account Placement Date
and continue until the completion of the Services, or until earlier terminated as set forth in
this Section 4 of these Terms and Conditions. Either Party may terminate these Terms
and Conditions by providing thirty (30) days written notice to the other Party, or with
immediate written notice in the event of a material breach hereof. In the event of termination by
Client without cause or by Company for cause, Client agrees to pay
Company compensation, including any withdrawal fees, as set forth in Section 13 of these Terms
and Conditions. All rights and obligations arising or accruing under these Terms and
Conditions prior to termination shall survive such termination.
- Warranties.
Company represents and warrants that: (i) Company will perform the Services in a
professional and workmanlike manner by using personnel of required skill, experience, and qualifications
(ii) Services provided hereunder do not infringe any third-party patent, copyright, trademark,
trade secret or other proprietary rights; (iii) Company’s performance of the
Services and all terms of these Terms and Conditions will not breach any agreement that
Company has with another party; (iv) Company will abide by and comply with all Federal,
State and Local consumer collection laws, bankruptcy laws, and all other laws, regulations, rules and
ordinances governing debt collections in the course of performing the Services; and (v) Company
will make all commercially reasonable efforts to comply with Client’s internal policies
provided by Client to Company. Client agrees that Company’s
failure to fully provide Services by a particular deadline or targeted timeframe shall not be
grounds for cancellation of these Terms and Conditions. Client also agrees that any
Client deadline shall be adjusted forward to the extent that Client delays providing
Company with information necessary for Company to perform Services.
- Services Overview.
Company will be free of Client’s domination or control over the time and
manner of Company Services, which may include the following Services:
- Attorney Intervention Collection;
- Credit Reporting;
- Legal Forwarding;
- Free Demand Letter Series;
- Credit Granting; and
- Early-Out.
- Attorney Intervention
Collection. Company will provide collection Services to Client on
Accounts, including making verbal and written demands for payment by telephone, email, facsimile,
and postal mail.
(a) Pursuit. From the Account Placement Date, Company will persistently
contact the Obligor to obtain voluntary payment in full. If Company does not collect immediate
payment in full, then Company will attempt to learn the Obligor’s reason for nonpayment
to dictate how Company should pursue Account recovery in the future. However, if
Company does not immediately speak with the Obligor, then Company will engage in
investigative efforts to expand on Company’s previous attempts to directly communicate with the
Obligor and/or its principal. Further, Company will conduct research to obtain a more complete
picture of Obligor’s operating status and financial capabilities. Nonetheless, at the very
minimum, Company will work every Account at least one (1) time per week for approximately
ninety (90) days. However, the facts of an Account may expedite or delay Company’s
Services. When appropriate, after Company exhausts its internal recovery efforts on an
Account, depending on whether Company provides credit bureaus reporting Services for
Client, as well as Client’s legal threshold, the balance owed and other facts of the
Account, Company will either cease its internal, proactive collection efforts while the
Account remains open and active in Company’s database for Credit Bureaus
reporting purposes, close its Account, or provide Client with the option to forward the
Account to a Forwarding Attorney for possible legal action. Note, in accordance with Section 9
of these Terms and Conditions, Company will only forward an Account to a Forwarding
Attorney after Client authorizes Company to forward the Account.
(b) Settlements. Unless Company receives Client’s prior
authorization, Company will not settle any Account for less than the full amount owed.
(c) Bankruptcy. Company does not file proof of claims or monitor bankruptcy
proceedings for Client. Upon learning that an Obligor filed bankruptcy, Company will
convey the bankruptcy case information to Client, so Client can file a proof claim and monitor
the bankruptcy proceedings without any further financial obligation to Company.
(d) Customer Service / Status Updates. Company will provide Client
with Account updates through Company’s online client portal and on an individual
Account basis. Further, Company will provide Client with Account updates
with monthly reporting when Client requests certain reports from Company.
(d) (i) Company’s Online Client Portal. Company will provide
Client with 24/7 access to Company’s online client portal, called Client Access Web
(“CAW”), which is accessible through Company's
Website. CAW allows each Client contact to review all notes, payment activity, and the
status of every Account assigned, placed, or forwarded to Company for collection
Services. In addition, each Client contact will be able to view and download numerous
performance reports, such as Inventory Reports, History Reports, and Payment Reports.
(d) (ii) Individual Account Updates. Company will email Client
status updates on each Account when significant events arise during Company Services that
require direction from or disclosure to Client, including, but not limited to the following:
- Time-sensitive information;
- Settlement offers;
- Documentation requests;
- Direct payment verifications;
- Disputes;
- Bankruptcy notifications;
- Option to forward an Account to a Forwarding Attorney for possible legal action;
- Legal updates after Company forwards an Account to a Forwarding Attorney; and
- Closed file confirmations.
(d) (iii) Monthly Reporting. Upon receiving Client’s request,
Company will email Client the following monthly performance and status reports within the
first three (3) business days of each month:
- Placement Report;
- Active Inventory Report;
- Full Inventory Report;
- Portfolio Liquidation Report;
- Standard History Report;
- Payment Report; and
- Close and Return Report.
Closing Accounts. Client and Company agree that an
Account will close and Company Services will cease (i) when the Account is paid in
full, (ii) when the Account is settled in full, (iii) seven (7) years after the Account Placement
Date if Company provides credit bureaus reporting services for Client, or (iv) when
Company deems it appropriate to close the given Account. If Client cancels,
terminates, or withdraws an Account prior to closure as set forth in the preceding sentence and the
Account was not forwarded by Company to a Forwarding Attorney, Client and
Company agree that the Account will be regarded as an Erroneous Placement and Account
Cancellation in accordance with Section 13(D)(vi) of these Terms and Conditions. However, if an
Account was previously forwarded by Company to a Forwarding Attorney and
Client cancels, terminates, or withdraws the Account while Forwarding Attorney is
actively pursuing legal recovery efforts on the Account, Client and Company agree
that the Client may not cancel, terminate, or withdraw the Account without Company’s
approval.
- Credit Bureaus Reporting.
If Client desires Company, at no cost to Client, to report
Client’s Obligors’ unpaid Account balances to Experian, TransUnion,
Dun & Bradstreet, and Cortera (collectively, the “Credit Bureaus”), Client
must sign Company’s Credit Bureaus Authorization Agreement, which will be incorporated
into and made a part of these Terms and Conditions.
- Legal Forwarding.
Company will only forward an Account to a Forwarding Attorney after Company
exhausts Company’s in-house collection efforts described within Attorney Intervention
Collection in Section 7 of these Terms and Conditions and after Client authorizes
Company to forward the applicable Account to a Forwarding Attorney. After the
conditions described within the preceding sentence are met, Client hereby authorizes Company
to refer any Accounts to a Forwarding Attorney at Company’s sole cost
and expense, with an adjustment to Company’s fees for the applicable Account in
accordance with Section 13 of these Terms and Conditions.
Client reserves the right to choose the Forwarding Attorney. When Client desires to
choose the Forwarding Attorney, Client will send Company by email to litigation@afm-usa.com the desired Forwarding Attorney
names for various locations or for specific Accounts. If Client does not desire to choose the
Forwarding Attorney, then Client authorizes Company to tender any Accounts
to any Forwarding Attorney selected by Company from a law list holding a Certificate of
Compliance from the Standing Committee on Law Lists of the American Bar Association.
Company will tender Accounts to the Forwarding Attorney upon the terms of compensation
recommended by the Commercial Law League of America. The supplemental suit fee will not exceed ten percent
(10.00%). If any Forwarding Attorney requests compensation in excess of compensation recommended by the
Commercial Law League of America or in excess of a ten percent (10.00%) supplemental suit fee, Company
shall advise Client and Client will determine whether or not to retain the Forwarding
Attorney. Further, if a Forwarding Attorney is unacceptable to Client,
Client shall promptly notify Company and Company will use reasonable efforts to
promptly replace the Forwarding Attorney.
When Company forwards an Account to Forwarding Attorney, Company instructs
Forwarding Attorney that all future communications on the Account must always include
Client, Company and Forwarding Attorney (“Group Email”).
After Forwarding Attorney acknowledges receipt and accepts a new Account, Forwarding
Attorney immediately becomes Client’s attorney, subject to Client’s
direction and control. Accordingly, subject to Client’s control, Client authorizes
Company as Client’s agent to conduct all routine correspondence with Forwarding
Attorney.
Forwarding Attorney will conduct their own investigation and immediately send a written demand letter to
the Obligor. Under the Fair Debt Collection Practices Act (“FDCPA”), a consumer
Obligor has thirty (30) days to provide a formal, written dispute. Although the FDCPA applies to
consumers, most Forwarding Attorneys’ standard operating procedures adhere to FDCPA
requirements, even for commercial matters that do not fall under the purview of the FDCPA. Thus, after
Client authorizes Company to forward an Account, Client should expect to
receive Forwarding Attorney’s legal recommendation in forty-five (45) days.
If Forwarding Attorney recommends that Client file a lawsuit, Forwarding Attorney will
directly request from Client the necessary costs, affidavits and additional or amended documentation to
initiate legal proceedings, as well as instructions to return the required items directly to Forwarding
Attorney.
When Client authorizes a lawsuit, mediation, arbitration, counterclaim, or similar formal legal
procedure (“Formal Legal Proceeding”), or any other expense, Client will advance
the necessary costs. The costs Forwarding Attorney requests from Client will serve as a
litigation fund and will cover court costs, filing fees, service of process and Sheriff’s fees,
garnishment costs, the retention of Forwarding Attorney and all other reasonable costs required for
obtaining and enforcing a judgment. The size of the litigation fund will vary depending upon Forwarding
Attorney’s requirements, the jurisdiction of the legal proceedings and the type and dollar size
of the Account.
Neither Company nor Forwarding Attorney may initiate any Formal Legal Proceeding, or
incur any expense for any Formal Legal Proceeding, without Client’s prior authorization.
If Client requests, and Company agrees to, advance approved legal costs to a Forwarding
Attorney on Client’s behalf, Client will send Company an invoice for
the advanced costs in accordance with Section 15 of these Terms and Conditions and Client
agrees to immediately reimburse Company for the advanced costs.
Forwarding Attorney shall represent Client directly, invoice legal costs to Client
directly, and charge Forwarding Attorney’s fee to Client directly, although
Forwarding Attorney may deduct its’ fee from the monies collected and tender the net difference
to Company.
Client acknowledges that all aspects of a Formal Legal Proceeding could not be anticipated in
advance. Accordingly, if Client approves a Formal Legal Proceeding, Client agrees to
be responsible for all financial and logistical requirements of the Formal Legal Proceeding, regardless
of whether the requirements were disclosed to Client by Forwarding Attorney or
Company. Forwarding Attorney or Company may infer that Client consented to a
Formal Legal Proceeding from Client’s payment of costs to Forwarding Attorney
or to Company.
Client will provide Forwarding Attorney with witness support when required during a Formal
Legal Proceeding. Forwarding Attorney and Company will work closely with Client
to prepare for trial should it be necessary. If Client obtains a judgment, Forwarding Attorney
will utilize all post-judgment execution remedies at their disposal.
After a Formal Legal Proceeding concludes, Forwarding Attorney will provide an accounting of
all outlaid court costs to Company and to Client.
If a counterclaim is filed, Forwarding Attorney will immediately notify Company and Client
of the counterclaim and will disclose Forwarding Attorney’s hourly rate to defend the
counterclaim. Forwarding Attorney’s hourly rate to defend the counterclaim is separate, distinct
and in addition to the outlaid costs for the Formal Legal Proceeding and Company’s
compensation as set forth in Section 13 of these Terms and Conditions.
- Free Demand Letter Series. At
Client’s request, and at no charge to Client, Company will send Client’s
customers a maximum of three (3) final demand letters, covering a maximum period of thirty (30) days,
on commercial files that exceed three hundred dollars ($300.00).
Client shall choose the desired free demand period: 10-Day, 20-Day, or 30-Days. Every
10-days, on Company Letterhead, Company will mail a demand letter to Client’s
customer that instructs the customer to directly communicate and directly pay Client.
Company will send Client’s customer three (3) demand letters if
Client chooses a 30-Day period, two (2) letters if Client chooses a 20-Day period, and one (1)
letter if Client chooses a 10-Day period. The language within each demand letter becomes more stringent
as the series progresses. If Client does not specify the period for a given file, then the default
period will be ten (10) days.
If payment is made to Client during the free demand period and Client provides written notification of the payment
amount received to Company by email to freedemand@afm-usa.com, then Company will not charge
Client for the monies paid and reported.
Conversely, if Client does not receive payment during the free demand period or if
Client receives payment during the free demand period and fails to notify Company of the
received payment before the free demand period ends, then the Account’s remaining balance
automatically transfers into Company’s Attorney Intervention Collection Services
described in Section 7 of these Terms and Conditions and Company’s Compensation as set
forth in Section 13 of these Terms and Conditions.
- Credit Granting. Company
partners with Experian to provide Client with the analytical tools necessary to manage
business risk by minimizing losses and, therefore, maximizing profits. Any credit granting Services
Company provides to Company are outside the scope of Services described within
these Terms and Conditions and shall be set forth in a separate and distinct signed agreement
between the Parties, which shall not be effective until executed by both Parties hereto.
- Early-Out. Company provides
early-out programs, also known as a first-party outsource, whereby Company would contact
Client’s customers, as the Client company, to ensure Client’s
customers’ understand their payment terms and timely pay their invoices to Client. Any
early-out Services Company provides to Client are outside the scope of
Services described within these Terms and Conditions and shall be set forth in a separate
and distinct signed agreement between the Parties, which shall not be effective until executed by
both Parties hereto.
- Compensation. Client and
Company agree that Company’s fees for Services shall be contingent upon any
monies collected on or after the Account Placement Date in accordance with this Section of these
Terms and Conditions and with Company’s Published Rate Schedule. Client
shall pay to Company the fees, and shall reimburse Company for any disbursements, in
accordance with the terms set forth in this Section of these Terms and Conditions.
(a) Monies Collected Clarified. For calculating Company’s compensation, the gross
amount collected on or after the Account Placement Date includes all principal balance monies, accrued
interest, collection costs, attorney’s fees, court costs, other costs, penalties of any kind,
disbursements and any other sums recovered from an Account, which is collected or recovered by or on
behalf of the Client, regardless of whom secured such monies or where the monies were sent, whether
pursuant to any agreement between Client and Obligor, or pursuant to any court order or
appropriate statute, or otherwise.
(b) Disbursement Reimbursement. Client shall reimburse Company for any
disbursements on Accounts. A common example arises when Client requests and Company
agrees to advance approved legal costs to a Forwarding Attorney. After Company sends the
required costs to Forwarding Attorney, Company will record the disbursement and send
Client an invoice for the advanced costs in accordance with Section 9 and Section 15 of these Terms
and Conditions.
(c) Standard Contingency Fee Rates. Company’s rates for Services are as
follows:
- Commercial Accounts:
- 25% of any monies collected when oldest unpaid invoice is less than 1-year-old at
Account Placement Date
- 50% of any monies collected when any of the following is known at Account
Placement Date:
- oldest unpaid invoice is greater than 1-year-old from Account Placement Date
- balance less than $300
- 2nd placements
- International
- Judgments
- Consumer Accounts:
- 35% of any monies collected when oldest unpaid invoice is less than
1-year-old at Account Placement Date
- 50% of any monies collected when any of the following is known at
Account Placement Date:
- oldest unpaid invoice is greater than 1-year-old at Account Placement
Date
- balance less than $500
- Legal Forwarding:
- 35% of any monies collected on Accounts
greater than $7,500.00
- 50% of any monies collected on all other
Account forwardings
- Note, legal forwarding rates also include Forwarding
Attorneys contingency fee rates. Forwarding
Attorneys require upfront legal costs and defend
countersuits on an hourly basis.
(d) Atypical Fee Scenarios. Client agrees that if Client offsets or forgives
any portion of an Account balance in exchange for Obligor or any third-party releasing any
claim or counterclaim or for any other valuable consideration or for any other reason or if Client
cancels, terminates, or withdraws an Account, Client is responsible to pay Company
the following compensation in the following situations when they arise on or after the Account Placement
Date:
(d) (i) Return of Goods – ten percent (10.00%) of the original invoice amount for any goods, products, or
merchandise returns or of the resale amount Client realizes, whichever is less, when Client
provides a credit to Obligor in exchange for the returned goods, products, or merchandise, regardless
of whether Obligor returns the goods, products, or merchandise to Company or to
Client;
(d) (ii) Balance Reductions for Reinstatements – two hundred fifty dollars ($250.00) flat when
Client waives a portion of the Account balance in lieu of future business relations with
Obligor;
(d) (iii) Erroneous Placement or Account Withdrawals – ten percent (10.00%) of the principal
balance due Client from Obligor on the Account Placement Date when Client
cancels an Account after the Account Placement Date, regardless of the reason for such
cancellation, including, but not limited to, pending settlement offers and/or Client’s desire to
use Client’s own counsel.
(e) International Monies Collected and Remitted. In the case of monies collected from an Obligor
in currencies other than the U.S. Dollar, the amount collected will be reported in the original currency but
will be remitted in U.S. Dollars converted using the JP Morgan Chase Bank NA 30-minute spot exchange rate at the
time of collection.
- Trust Account and Remittances.
Company shall hold all monies collected on Accounts in Company’s
non-interest-bearing trust account, in trust, for Client. Company shall not commingle any
monies collected on Accounts with Company’s general funds. Client
authorizes Company and any Forwarding Attorney retained to act as collection agent for
Client to endorse for deposit in a trust account all payments recovered on Client’s
behalf. After payment clears, Company and any Forwarding Attorney retained to act as
collection agent for Client shall deduct their fees and remit the NET balance to Client.
Company may use any payments collected on Accounts to offset any fees owed by
Client to Company. When Client elects per-transaction billing, Company
agrees to remit payments collected on Accounts to Client fourteen (14) – twenty-one
(21) days after Company secures payment on an Account. However, when Client
elects monthly billing, Company agrees to remit payments collected on Accounts to
Client on or before the fifteenth (15th) day of the month subsequent to the month
Company secures payment on an Account.
- Invoicing. On or after the
Account Placement Date, Client shall use commercially reasonable efforts to
promptly report to Company any Account communications or payments Obligors make
directly to Client, goods Obligors return to Client, and any credits
Client grants to Obligor. Upon receipt of such notification or after Company
advances legal costs for Client, Company will update Company’s file and
invoice Client for Company fees. Company will invoice Client on either a
per-transaction or a monthly-basis, depending upon Client’s billing frequency election.
Company invoices are due upon receipt. If Company invoices are outstanding for more than
thirty (30) days, Client agrees to be bound for the unpaid monies from Company invoices
together with accrued finance fees of one and a half percent (1.50%) per month. Further, if Company
engages an attorney to collect the monies due, Client agrees to be responsible for collection costs
and attorney fees of twenty-five percent (25.00%) of the sum total of Company’s invoices plus
accrued finance fees. Client acknowledges and agrees that Client is not required to
continue providing Services in the event of a failure to pay on a timely basis for Services
rendered as required. Client further agrees that in the event Company stops
Services as a result of Client’s failure to pay on a timely basis, Company
will not be liable to Client for any damages that occur as a result of Company
ceasing to render Services.
- Intellectual Property Rights.
Client acknowledges that Company owns all intellectual property rights, title, and
interest to all information provided or developed throughout the duration of Company Services. Any
use of this material, other than for the stated purposes in these Terms and Conditions is not
authorized. In addition, Client shall not alter or remove any of Company’s
trademarks, copyright registration marks, patent, or other intellectual property notices applicable to
any of Company’s goods, marketing material, or advertising media, and shall not in any way
alter any of Company’s products. Client shall promptly notify Company in
writing of any infringement of Company’s intellectual property by third-parties of which
Client becomes aware. Neither Party shall acquire any right, title, or interest in or to
the other Party’s code, data, business process, or other information to which such Party
may have access during active and ongoing Services. All such code, data, business process and
other information shall be solely and exclusively the property of the originating Party.
- Indemnification. Client and
Company shall indemnify and hold the other Party harmless from any and all loss, cost,
damage, claims, liability or injury, including, without limitation, Forwarding Attorney’s retainer,
fees and expenses, (collectively, “Damages”) incurred in connection with any claim,
demand or lawsuit against Company or Client or any notice requiring Client or
Company to respond to a subpoena, document or information request or other legal requirement
(“Action”), in each such case arising from or related to Services provided by
Company or Services received by Client, regardless of whether Company
Services were performed by Company or by an agent hired by Company on the
Client’s behalf, or related to the facts of the Account received by
Company, except to the extent that Company’s or Client’s gross
negligence, willful misconduct or intentional violation of an applicable law or government agency regulation
was the proximate cause of the Damages. Upon receipt of service for any such Action,
Company or Client shall notify the other Party in writing of such
Action. Any failure to promptly give such notice, shall not diminish Client’s or
Company’s liability to the other Party except to the extent that such delay caused
harm to Client’s or Company’s ability to defend the other Party. The
Party seeking indemnification (“Indemnitee”) will cooperate with the other
Party (“Indemnitor”) at the Indemnitor’s sole cost and expense.
The Indemnitor will immediately take control of the defense and investigation of such
Action and will employ counsel of its choice to handle and defend the same, at the
Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any
obligations under this Section 17 will not relieve the Indemnitor of its obligations except to the
extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of
such failure. The Indemnitee may participate in and observe the proceedings at its own cost and
expense with counsel of its own choosing.
- Limitation of Liability. Neither
Party is liable to the other for consequential, incidental, indirect, punitive, or special damages
incurred by such Party or its affiliates, including commercial loss and lost profits, however
caused and regardless of legal theory or foreseeability, directly or indirectly arising under these
Terms and Conditions. Other than as expressly provided in these Terms and Conditions,
Company makes no representations or warranties of any kind, express or implied, including any
warranties of merchantability or fitness for a particular use, which are expressly disclaimed. In no event
shall Company’s liability under these Terms and Conditions exceed the amount of fees
actually paid to Company during the ninety (90) day period immediately preceding the alleged claim
and/or termination of these Terms and Conditions.
- Force Majeure. Neither Party
will be liable or responsible to the other Party, nor deemed to have defaulted under or breached
these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these
Terms and Conditions, when and to the extent of such failure or delay is caused by circumstances
beyond its control, including, but not limited to, acts of God, flood, fire, explosion, war, terrorism,
invasion, riot, other civil unrest, embargoes or blockades in effect on or after the Account Placement
Date.
- Notice. Any notice, request, demand, or
other communication permitted or required hereunder to Company shall be in writing to the postal
mail or electronic mail (“email”) address listed below, or to any other address given by any
Party in writing to the other Party and shall be effective upon delivery if personally
hand delivered or sent via nationally recognized overnight courier or via certified mail, return receipt
requested, postage prepaid. Notices given by email, facsimile or other electronic means shall be effective
at the time notice is sent.
Notice to Client:
Client’s postal mail and email address provided on Company’s Placement
Form, or within the email signature of the Client representative who placed, assigned, or
referred the applicable Accounts to Company shall be used for notice to Client.
Notice to Company:
Postal – American Financial Management,
Inc.
Attn: Chief Executive Officer
5500 Pearl St., Suite 250
Rosemont, IL 60018
Email – arosen@afm-usa.com
- Independent Contractor. Company
hereby declares and agrees that it is engaged in an independent business and will perform its obligations
under these Terms and Conditions as an independent contractor and not as an employee, agent, joint
venture, or partner of Client for purposes of any federal, state, or local income, employment, or
other taxes, insurance, or employee benefit purposes. Company does not have the authority to bind
Client or incur any debts or liabilities in the name of or on behalf of Client unless
Client provides Company with express written authorization to do so.
- Change Management. Any work requested by
the Client that is outside the scope of Services listed within these Terms and
Conditions, or any changes to any item within these Terms and Conditions requested by the
Client, shall be set forth in a separate and distinct statement of work and shall not be effective
until executed by both Parties hereto.
- Governing Law. These Terms and
Conditions will be construed, governed and enforced in accordance with the laws of the State of
Illinois, without regard to any conflicts of laws provision. The Parties submit and consent to the
exclusive jurisdiction of any state or federal court located within Cook County, Illinois.
- Complete Defense. It is understood and
agreed by the Parties that these Terms and Conditions may be pleaded as a complete defense
to any action or proceeding hereinafter instituted by the Parties with respect to
Company’s collection Services.
- Severability. If any term, provision,
covenant, or condition of these Terms and Conditions is held to be invalid, void, or otherwise
unenforceable, the remaining provisions of these Terms and Conditions shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
- Successors and Assigns. All provisions
of these Terms and Conditions are binding upon, inure to the benefit of and are enforceable by or
against the Parties and their respective heirs, executors, administrators, or other legal
representatives and permitted successors and assigns. Neither these Terms and Conditions nor any
rights or interests in these Terms and Conditions is assignable or transferable without written
permission of the other Party.
- Waiver, Failure or Delay. Any waiver of
any provision of these Terms and Conditions and any consent to any departure from the terms of any
provision of these Terms and Conditions is to be effective only in the specific instance and for
the specific purpose for which given and shall be in writing and signed by an officer of the waiving
Party. No failure on the part of any Party to exercise, and no delay in exercising, any
right, power, or privilege hereunder operates as a waiver thereof; nor does any single or partial exercise
of any right, power, or privilege hereunder preclude any other or further exercise thereof, or the exercise
of any other right, power, or privilege.
- Captions. Captions contained in these
Terms and Conditions have been inserted herein only as a matter of convenience and in no way
define, limit, extend or describe the scope of these Terms and Conditions or the intent of any
provision hereof.
- Entire Agreement; Modification.
These Terms and Conditions sets forth the entire agreement and understanding between the
Parties as to the subject matter set forth in these Terms and Conditions, and supersedes
all other agreements, whether oral or written, between the Parties relating to such subject matter.
There shall be no amendments or modifications to these Terms and Conditions, except by a written
document which is signed by both Parties and specifically references these Terms and
Conditions and the sections that are being amended or modified.
