I. CLIENT: The undersigned (hereinafter referred to as “Client”), has entered into an Agreement in writing this date with Refund Logistics, LLC (hereinafter referred to as “R-L”), engaging R-L as consultant to Client under the following terms and conditions contained in this Agreement. Client and R-L may be referred to in this Agreement as “Party”, or collectively, “Parties”.
II. REFUND LOGISTICS, LLC (R-L): R-L agrees to provide to Client overnight and ground shipping audit services for Client’s shipments transported through Federal Express (FedEx) and / or United Parcel Service (UPS) (hereinafter referred to as “Carrier”) as identified in the attached Letter of Authorization. The Client hereby expressly authorizes R-L to receive electronic copies of Clients Carrier(s) invoices and billing history for the purpose of conducting audits of delivery, performance, billing accuracy, and the subsequent submission of request of refunds and/or credits (hereinafter referred to as “Savings” ), due Client from Carrier(s).
III. PAYMENT TERMS: Client remains solely responsible for the payment of all invoices for all shipments made under or through its accounts with Carrier(s) regardless of the status of any request, or the current status of identified Savings due Client resulting from the services provided Client by R-L. Client is responsible for payment pursuant to the terms of invoices received by Client for the services performed by R-L. R-L shall invoice Client a fee equal to fifty-percent (50%) of the Savings generated for Client by R-Ls service, and Client shall pay such fees directly to R-L. Payment is due within fifteen (15) days of receipt of an invoice from R-L. R-Ls invoice will not include charges for any Savings due Client that have not yet been processed by Carrier in a manner allowing Client to confirm receipt of those Savings on Carrier(s) account.
IV. TERM: The Term of this Agreement is two (2) months from the 1st day of the calendar month following the date of execution by Client. At the end of the Term, this Agreement shall renew and continue in full force and effect for a like Term unless terminated by either Party upon written notice at least 30 days prior to the end of the Term. In the event of termination, R-L shall deliver to Client a final invoice for any and all remaining Savings not previously invoiced to Client by R-L. Said invoice shall be identified clearly as: Final Invoice, Contract Terminated. Neither Party shall be liable to the other for any lost profits, loss of business, loss of data, or interruption of business, or for any indirect, special, incidental, or consequential damages arising out of or in connection with this contractual agreement or the services provided hereunder.
V. CONFIDENTIALITY: Due to the sensitive nature of auditing, Client agrees to keep all information regarding any aspect of this audit and subsequent Savings completely confidential. We understand that our handling of the information provided by Client is an extension of the trust placed in R-L by Client. R-L agrees that any information provided to us in order to perform our services, such as Client property / facility listings or documentation of a similar nature is the sole property of Client. All information disclosed to R-L during the execution of our work shall remain confidential. R-L agrees not to use, duplicate, or disclose any confidential information to any person or entity without the express written consent of Client.
VI. EXCLUSIVITY: Client acknowledges that R-L shall act as Client’s limited agent solely for the specific purposes of using R-L’s systems and technology to track and analyze shipping and billing records tendered by or for the Customer to Carrier(s). Client expressly grants R-L exclusive permission to contact and correspond with Carrier(s) for the purpose of verifying Client shipments and acquiring information with regard to the delivery times and payments for Client shipments. Client shall cooperate completely and fully in providing any additional information requested by R-L in order to complete the audits. In the event that separate authorization letters are required by Carrier(s), Client agrees to execute them in a timely fashion in order to allow R-L to audit the Client’s Carrier(s) account activity.
VII. GOVERNING LAW: This Agreement shall be governed by and construed by the laws of the State of Texas and the parties agree to the personal jurisdiction of Texas courts. Client agrees to pay R-L reasonable attorney’s fees in the event that amounts due to R-L under this Agreement are collected by or through attorneys.
VIII. SEVERABILITY: Should any provision of this Agreement be held invalid by reason of any law existing now or in the future in any jurisdiction by any court of competent authority or the directive of any governmental body, such provision shall be validly reformed so as to approximate the intent of the Parties as nearly as possible and, if unreformable, shall be deemed divisible and deleted with respect to such jurisdiction; this Agreement shall not otherwise be affected.
Refund Logistics, LLC
800 Wilcrest, Suite 310
Houston, Texas 77042
Terms & Conditions
This confirms our appointment of Refund Logistics, LLC as our consultant and agent to act on our behalf in all matters concerning the below account(s). Refund Logistics is further authorized to file refund applications, sign any forms required to obtain legal refunds, exclusions, or exemptions, to inquire regarding status, and to receive any information relating to the processing of refunds, to which the above signed may be legally entitled. This authorization covers the location and providers identified below. This authorization shall remain in effect until further written notice is provided. I affirm that I have the authority to make and sign this Agreement and Letter of Authorization on behalf of the Company for these accounts. It is understood that the services provided under the Agreement and LOA are not auditing services as that term is used under “The Public Accountancy Act”.