Service Provider Agreement Terms & Conditions
Service Provider Agreement for Bid Awards
BEFORE USING THE WEBSITE, SERVICES, FEATURES, CONTENT AND BID APPLICATIONS OFFERED BY BID GENIE GROUP, LLC (“BID GENIE GROUP” AND ITS AFFILIATES), PLEASE READ THIS SERVICE PROVIDER AGREEMENT.
THIS AGREEMENT IS THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOU AND YOUR ENTITY’S (COLLECTIVELY, “SERVICE PROVIDER,” “SERVICES,” “YOU” OR “YOUR”) USE OF SERVICES.
YOUR RIGHT TO USE THE SERVICE IS BASED ON THE ACCEPTANCE OF THIS AGREEMENT. YOU UNCONDITIONALLY AGREE TO BE BOUND BY THIS AGREEMENT WHETHER AS AN INDIVIDUAL ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THIS AGREEMENT AND ARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT OR DO NOT HAVE THE AUTHORITY TO BIND YOUR EMPLOYER OR APPLICABLE ENTITY, YOU MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
This Agreement is effective between Bid Genie Group and Service Provider as of the date Service Provider accepts this Agreement. The Service Provider and Bid Genie Group may collectively be referred to hereafter as the “Parties” and individually as a “Party.”
1. SERVICES
Subject to the terms and conditions of this Agreement, Bid Genie Group will capture Services (“Service Requests”) and facilitate the bidding of various services posted to the Bid Genie Group network of websites by property owners and building managers (“Decision Maker”).
Service requests posted for bid, initiated by the Decision Maker shall mean a request for bid (“Bid Award”) by Bid Genie Group (and affiliate websites) based on the information provided by Decision Maker to Bid Genie Group requiring a Service Provider’s professional expertise in order to complete the desired service request.
The Service Provider agrees to comply with the terms and conditions, including without limitation in connection with the bid network for Service Providers from Bid Genie Group, for the term of this Agreement.
Services Limitation: Bid Genie Group provides a bidding network for Service Providers to connect with Decision Makers. Bid Genie Group does not employ, recommend or endorse any Service Provider nor is it responsible for the conduct of any Service Provider. Bid Genie Group provides information and tools to help Service Providers connect with Decision Maker’s based on the service request(s) received. However, each Service Provider is solely responsible for the bids that are placed with the Bid Genie Group network along with complying with all applicable laws and insurance requirements in connection with any employment relationship they establish with the Decision Maker as a result of a Bid Award. Bid Genie Group does not provide any direction or engage in any conduct that requires a professional license. The Parties agree that no additional services are included with this Agreement, other than those specifically contained in this Agreement.
The Service Provider hereby agrees and understands that Bid Genie Group shall not be obligated to arrange or facilitate any in-person meetings, assist with RFP’s, engage in any negotiations on behalf of Service Provider with respect to any Bid Award(s), or provide any other advice or information to Service Provider with respect to a Decision Maker and/or any Bid Award.
Bid Award Acceptance: When a Service Provider enters into an agreement with a Decision Maker with respect to a Bid Award, the Decision Maker shall select the Service Provider based on the bids provided by the Bid Genie Group. Service Provider shall confirm within 24 hours of acceptance of the Bid Award by responding to HYPERLINK "mailto:Bids@BidGenieGroup.com" Bids@BidGenieGroup.com along with providing a Certificate of Insurance along with any other insurance requirements necessary for said Bid Award. Bid Genie Group will escrow funds received from the Decision Maker until such time as the Service Provider has completed the Bid Award, or following agreed upon payment milestones which are dependent on the nature and duration of the services rendered.
Bid Award Completion: Following the completion of the Bid Award, the Service Provider will inform Bid Genie Group within 24 hours by emailing HYPERLINK "mailto:Bids@BidGenieGroup.com" Bids@BidGenieGroup.com Once a Bid Award is deemed complete, Bid Genie Group will compensate Service Provider for services rendered from the escrowed funds from the Decision Maker less referral fee, or release payments at set milestones dependent on the nature and duration of the services rendered.
2. Service Provider Rights and Bids.
Subject to the terms and conditions of this Agreement, Bid Genie Group hereby grants Service Provider the right to participate in Bid Awards via the Bid Genie Group network of websites and through the Services. This entails (i) reviewing Service Requests posted to Bid Genie Group on behalf of Decision Makers, (ii) ensuring the Service Request is completed to the fullest extent of the Bid Award based on the Decision Makers scope of work and bid requirements.
Service Bids: Service Provider shall submit bids in relation to Decision Maker service requests (“Bid Awards”) posted to Bid Genie Group network of websites. All Bid Awards relating to Service Requests shall be subject to acceptance by the applicable Decision Maker in its sole discretion. Each Bid Award will automatically expire thirty (30) days following receipt thereof by Decision Maker if no Bid Award has been fully executed, and a Decision Maker is not then engaged with Service Provider or escrowed funds to meet the Bid Award.
3. Referral Fees.
Referral Fees: For each Bid Award executed by a Decision Maker and a Service Provider, Service Provider shall pay Bid Genie Group a non-refundable Referral Fee based on the type of Service rendered. Referral Fees will be deducted from Decision Maker’s escrowed funds in accordance with the “Referral Fee Agreement” that each Service Provider has on record with Bid Genie Group.
Referral Fees are based on scope-of-work (“SOW”) as they pertain to the type of Service Requested and the resulting Bid Award. Referral Fee Agreements are entered into by the Service Provider following the review and approval of said Service Provider by Bid Genie Group. The set referral fee correlates to the Bid Award based on the Service type as outlined in the Referral Fee Agreement in place with each Service Provider enrolled with Bid Genie Group network.
Taxes and Expenses: Service Provider shall be responsible for and pay any and all applicable taxes, insurance coverage, withholding taxes, duties, assessments and other governmental impositions resulting from its own activities under this Agreement and any Bid Award. Service Provider will be responsible for the expenses it incurs in connection with the performance of the Bid Award, except as may otherwise be mutually agreed upon by Service Provider and the Decision Maker.
4. WARRANTIES: RELATIONSHIP OF THE PARTIES AND DISCLAIMER
Service Provider represents and warrants that any and all work or services performed pursuant to this Agreement or Bid Award will be conducted in a professional and workmanlike manner and has (i) the required licenses/permits or obtained necessary licenses/permits to perform the service, and will ensure they remain in full force and effect for the duration of the service (ii) and can furnish the required Certificate of Insurance and/or other required policies per said bid. Service Provider warrants that they have not violated any applicable laws, regulations or other requirements of any governmental authority that would cause any breach, default or violate any other employment agreement, non-solicitation, non-compete, nondisclosure, consulting, confidentiality or any other contract to which the Service Provider is a party to or by which Service Provider may be bound.
Neither Party will (i) be an agent of the other Party for any purpose whatsoever and will not have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of the other Party and (ii) make any representation or warranty about the other Party or its products and/or services.
Bid Genie Group is an independent agent and nothing herein contained shall be deemed to establish or otherwise to create any relationship of employee/employer, principal and agent, partners or legal partnership, fiduciaries, franchise, or joint ventures between Service Provider and Bid Genie Group, which would impose a liability of one Party upon the other.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND BID GENIE GROUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM ERRORS, CORRECTNESS, ACCURACY AND RELIABILITY, AND ALL WARRANTIES ARISING OUT OF USAGE IN TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE. BID GENIE GROUP, ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET DECISION MAKER’S REQUIREMENTS, INCLUDING WITHOUT LIMITATION THAT ANY RELATIONSHIP WITH A SERVICE PROVIDER WILL RESULT FROM DECISION MAKER’S USE OF THE SERVICES OR THAT A SERVICE PROVIDER’S WORK OR SERVICE PERFORMED PURSUANT TO AN AWARDED CONTRACT WILL MEET DECISION MAKER’S EXPECTATIONS. SERVICE PROVIDER’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK.
5. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL BID GENIE GROUP, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, COMPENSATORY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, DESTRUCTION OF PROPERTY, DEATH OR BODILY INJURY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF BUSINESS REPUTATION OR GOODWILL, EVEN IF BID GENIE GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL BID GENIE GROUP’S TOTAL CUMULATIVE LIABILITY TO SERVICE PROVIDER FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF SERVICE PROVIDER’S USE OF THE SERVICES OR THE WEBSITE, REGARDLESS OF THE FORM OF THE ACTION, EXCEED $50.00.
6. INDEMNIFICATION
Service Provider shall indemnify, defend and hold harmless Bid Genie Group along with its affiliates, and each of its and their respective agents including but not limited to directors, officers, employees, contractors, suppliers, and representatives from and against any and all liabilities, damages, claims, losses, costs, expenses, judgments or settlements, including attorney’s fees and disbursements, that arise from or relate to Service Provider’s (i) use or access to, the Services, (ii) violation of this Agreement, (iii) infringement by Service Provider, or any third party using Service Provider’s identity in the Services, of any intellectual property or other right of any person or entity or (iv) damage, loss or destruction of any tangible personal or real property. Bid Genie Group reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Service Provider.
7. TERM AND TERMINATION
The Term of this Agreement shall commence upon execution of a Bid Award via Bid Genie Group’s websites (“this Agreement”) and shall remain in effect until termination as provided herein.
Either Party may terminate this Agreement effective upon thirty (30) days’ notice to the other Party. Either Party may terminate this Agreement by sending an email to the other Party. If either Party materially breaches a material provision of this Agreement, the other Party may terminate this Agreement upon ten (10) days’ notice.
Effect of Termination: In the event of termination or expiration of this Agreement, Service Provider shall immediately cease all use of the Services, which includes not making any further requests to bid via the Bid Genie Group network of websites. Service Provider will also cease interactions with Decision Makers referred by Bid Genie Group with respect to current and active service requests or bids placed with Bid Genie Group network of websites. Notwithstanding any termination or expiration of this Agreement, the following Sections of this Agreement shall survive and remain in full force and effect: 3, 4, 5, 6, 7, 8 and 9. Any termination or expiration of this Agreement shall be without prejudice to any other rights or remedies available under this Agreement.
8. CONFIDENTIAL INFORMATION:
Service Provider agrees to hold Bid Genie Group’s Confidential Information (as defined by this Agreement) in confidence, and not to use or disclose such Confidential Information other than in connection with performance of bid award obligations. Per this Agreement, "Confidential Information" shall mean all proprietary and confidential information disclosed orally or in writing by Bid Genie Group to Service Provider that is identified as confidential or whose confidential nature is reasonably apparent. Confidential Information shall not include information which: (i) is or becomes a part of the public domain through no fault of Service Provider; (ii) was in Service Provider’s lawful possession prior to the disclosure; (iii) is lawfully disclosed to Service Provider by a third party without restriction on disclosure or any breach of confidence; or (iv) is independently developed by Service Provider. Service Provider agrees to use Bid Genie Group’s Confidential Information only as necessary to perform its obligations under this Agreement and to maintain the confidentiality of Bid Genie Group’s Confidential Information using at least the same degree of care it uses in safeguarding its own Confidential Information, subject to a minimum standard of reasonable diligence and protection to prevent any unauthorized copying, use, distribution, installation or transfer of possession of such information.
No right, title or interest in or to the Confidential Information is granted by this Agreement. Service Provider acknowledges and agrees that it shall receive, use and consider any information received from Bid Genie Group relating to Service Provider(s) Bid Award solely and exclusively for the purposes described herein.
9. MISCELLANEOUS
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of law provisions.
Service Provider shall not assign or transfer all of any part of its interest in this Agreement without the prior written consent of Bid Genie Group.
This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver by either Party, whether express or implied, of any provision of this Agreement, or of any breach thereof, shall constitute a continuing waiver of such provision or a breach or waiver of any other provision of this Agreement.
Severability: In case any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
Publicity: Upon written notice (email) approval by Service Provider, a non-exclusive license shall be granted to Bid Genie Group to use and reproduce Service Provider’s name, logo and trademark to publicize the Services in relation to any Bid Award obtained through the Services.
Except as otherwise stated herein, Bid Genie Group shall have the right to modify this Agreement in its sole discretion upon thirty (30) days’ notice to Service Provider. Upon such notification, Service Provider shall then have the right to terminate this Agreement upon ten (10) days’ written notice to Bid Genie Group. To the extent Service Provider does not expressly terminate this Agreement within such ten (10) day period, Bid Genie Group modifications thereto shall be deemed accepted.