Agreement for Professional Services/Consultancy Agreement
This Professional Services/Consultancy Agreement for Professional Services (the “Agreement”) is made and effective on by and between the BELOW INVOICE Inc. (“Company”)and , an individual (“Client”), referred to collectively as the “Parties.”
Purpose: Client retains Company to Consult and/or Represent Client, and Company agrees to provide consultation and represent Client’s interests, according to the terms set forth in this Agreement within all applicable Laws and Regulations.
Scope of Work: The Company will represent Client regarding only on the following matters: General Counseling, Credit Qualification/Evaluation and Negotiation Services, specifically as listed herein regarding a potential vehicle procurement and/or purchase and/or lease agreement negotiations. Representation specifically excludes financing, brokerage contract agreement, DMV service or transfer, auto trade-in transactions and after market purchases or any debt settlement. If Company is to be retained for any of these excluded services, an agreement for such services shall be by way of a separate, written as a separate contract.
Services: Client has selected from one of three plans made available by Company. Such plan shall be attached to this Agreement as an Exhibit, with the specific manufacturer brands, services to be rendered, and other promises displayed.
Licensure: Company represents it is licensed and authorized to perform the services herein, and shall perform them with professional courtesy and respect to Client. Any licensure required by Company will be made available to Client upon Client’s reasonable request for review.
Insurance: In utilizing Company’s services, Client will be required, assuming Company is successful in locating a suitable vehicle, to acquire insurance on such vehicle. Client warrants and represents that it can acquire such insurance, or has, and will not hold Company liable for any errors or omissions in such representation or in the event such insurance is declined by the dealership holding such vehicle.
Manufacturer Warranty: Company asserts and Client accepts that Company is not liable for nor responsible for any manufacturer warranty, representation, claim, or marketing advertisement. Company shall solely provide the requested services and should Client be dissatisfied with the acquired vehicle, if any, Client’s sole recourse shall be to look to the Manufacturer. This shall include, but is not limited to, warranties, product defects, pricing differences, service fees, or other costs arising from acquisition, use, and enjoyment of such vehicle.
Suitability: Client accepts that they and they alone, have identified the vehicle to be sought as suitable for Client’s needs. Company is solely a finder and is not in the position to assist in determining the suitability of the vehicle, the appropriateness of it for Client’s lifestyle or personal circumstances, or Client’s fiscal solvency. Client is solely responsible for the vehicle, Client’s satisfaction with such vehicle, and all material details arising from such vehicle.
Time Period: The maximum length of this agreement shall be four (4) months from the date of execution of this Agreement. All fees paid shall be credited toward four (4) months of professional consulting. In the event both parties wish to extend the length of this agreement, any extension shall be completed and executed in writing and may require an additional retainer payment to be defined in a new Agreement. Such fees are not to be considered a down payment or retainer fee for a direct auto purchase. Client understands that Company is not responsible for any delays caused by any dealers and or lenders relied upon through this process.
Definition of Services: This Agreement confirms that Company will represent Client only with respect to the matters described in Paragraph 2 above. Any other matters, except those incidental to and necessarily related to the covered matters, shall be performed only by way of amending this Agreement or entering a new Agreement with the consent of both parties.
Fees: Client agrees to pay Company, for consultancy services, at the rate set forth below or included in attached “CONTINGENT FEE AGREEMENT” if any. The “Flat Rate” Retainer for services, under the Purpose Section of this Agreement, shall be: $5000.00 & 2% of the purchase price of the vehicle, which shall be payed in two payments. The initial payment of $5000 will be collected immediately upon signing of this agreement. The remaining 2% of the purchase price of the vehicle will be due immediately upon delivery of the vehicle. Payment is considered retainer fee and is not refundable. It does not constitute a deposit or down payment.. Failure by Client to pay all earned fees will result in cancellation of client’s file, followed by collection efforts. Invoices must be paid within fifteen (15) days of the date of this Agreement. Company reserves the right to terminate this contract and retain all monies paid, as liquidated damages, in the event Client fails to pay any portion of the retainer. A fee of $25 will be charged for any insufficient fund event and services will cease until the payment is made whole.
Payment Authorization: by providing their financial information below and accepting the terms and conditions of this Agreement, Client irrevocably grants and authorizes Company to place identified charges upon the financial instrument, e.g. debit or credit card, provided. Client shall not contest, dispute, chargeback, cancel, or otherwise interfere with such payments and charges made on the instrument provided. In the event Client attempts the foregoing, Client shall be liable for a fee of twice the amount charged, for costs and fees charged against Company and arising from resolution of such activity.
No Guarantees: Company agrees to use its best reasonable efforts in representing Client and to perform all services in a professional, manner. However, Client recognizes that Company cannot guarantee the outcome of any service contracted herein Client recognizes that Company represents to the Client or any other party, that services will be performed in accordance with the applicable laws which govern the consulting and/or auto sale industries, including, but not limited to, the various laws and /or regulations listed on Exhibit “A”, and the National Automobile Dealers Association (NADA). This includes all applicable laws governing the practices of professional firms in the State of California as well as all applicable Federal laws. Company is not responsible for condition of new vehicle. Any issues weather lemon law or not will be taken up with selling dealership. Company only promises to negotiate pricing and terms, it does not make promises of vehicles condition.
Termination: Company may terminate this Agreement Client is in breach of any of its obligations or if Company is required to withdraw from representation of Client in accordance with the California Supreme Court Rules of professional conduct applicable to Company. Client may terminate this Agreement at any time subject to Client’s obligation to pay Company for services rendered pursuant to this Agreement. Termination of services does not entitle client to a refund of all or any portion of the monies paid. The Retainer is non-refundable under any circumstances.
Remedies: Client and Company shall have up to seven (7) business days to cure any default of this Agreement from date of notification of a breach.. Upon expiration of the seventh (7th) business day, if the breach is not cured, both Client and Company may exercise all applicable remedies as prescribed by by the dispute section herein, or as prescribed by law.
Dispute: The parties hereto agree and consent to resolve any dispute by reasonable negotiation. Should such negotiation fail, the parties agree to binding arbitration under the auspices of JAMS, with an appropriate venue in the County of Orange, in the State of California, with the governing laws of California and the Commercial Rules of JAMS governing such arbitration hearing. The arbitrator shall be mutually agreed upon by the parties, unless the parties fail to agree upon an arbitrator or, 30 days after notice for arbitration is given, JAMS may select a qualified arbitrator. The prevailing party will be entitled to actual damages, costs, and reasonable attorney fees. THE PARTIES HERETO EXPRESSLY WAIVE, FOREGO, AND FORFEIT THEIR RIGHTS TO CLASS ACTION LITIGATION, CLASS ACTION ARBITRATION, JOINDER OF THEIR CLAIM(S) WITH THE CLAIM(S) OF ANOTHER PARTY, TRIAL BY JURY, AND BENCH TRIAL.
In any dispute whereby Client refuses to remit final payment, cancels payment, or attempts to escheat, defraud, or otherwise breach this Agreement, Company is entitled to seek a redress for its grievances via small claims court, the Superior Courts of the State of California, or place the amount in controversy into the hands of a collections agency.
Headings: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
Severability: Should any term herein be deemed unenforceable or illegal by a court with competent jurisdiction over this Agreement, it shall be treated as though it were never a part of this Agreement. In such instance the remaining terms and conditions shall survive with full strength and enforceability.
Modification: As needed, portions of this Agreement may be modified unilaterally, such as the contact information of the parties and other information relating to immaterial portions of this Agreement. All other modifications shall be made and Client given notice and 7 calendar days to object to such modifications. Failure to object within such notice period shall be deemed acceptance in order to permit prompt processing of the alteration necessary for Company’s activities.
Retainer Final Agreement: This Agreement includes and encompasses the entire understanding and agreement between Client and Company. This Agreement may be modified only by another stipulation in writing and signed and dated by both Client and Company,. This Agreement supersedes any other previous agreements.
I, the Client, hereby authorize Below Invoice Inc. to debit the amount of $5000.00
IN WITNESS WHEREOF, the parties here to have caused this Agreement to be executed as of this date and whereas, the undersigned is the Client and or duly authorized legal representative of the Client.
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Signed by Cole McKeon
Signed On: August 4, 2020
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Document Name: Hypercar Retainer
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