Terms and Conditions
Unless otherwise agreed in a separate Services Agreement, this are the terms and conditions set forth here are between Sales OverDrive, LLC and its affiliates (hereinafter OverDrive) and your company (You or Company). These terms govern our agreement which involves Company’s assigning staff to serve Company be it in a trial or promotional period or for longer term engagements . We will provide you with appropriate and skilled professionals (Specialists) to perform services for your You. These services may include Sales and Sales Support, General Administrative, Customer Service Representation, Marketing, Bookkeepers, Accounting, Paralegal, Legal Assistance, Credit and Collections & Repair and Back Office Personnel, or any other skilled services provided by the Specialist that You require and as agreed.
Trials and Promotions
From time to time OverDrive offers promotions to give clients the ability to experience working with OverDrive personnel for a limited period of time at a greatly reduced monthly price (Trial or Promotion). Trials and Promotions provide lower pricing for a one month period which are then extended at normal rates unless otherwise agreed.
How Services Are Provided
We tailor our services for each of our Client’s requirements.
Retained – Company may require a variety of tasks be performed on a continuous, full-time basis. These services are provided on a month to month basis after an initial term (Term) and are month to month thereafter unless otherwise agreed in a separate Services Agreement alluded to above. You or we may cancel the agreement at the end of any month following the end of the Term with a 30-day notice.
Fixed Fee – Company may from time to time provide certain services on a fixed fee per such as coaching, training, turnaround management, some types organizational development, staffing and certain other services from time to time.
Pricing and Billing
OverDrive strives to provide the highest quality work at the lowest cost possible. Pricing is a function of the type of work performed, skill levels and amount of supervision required. OverDrive and Company will agree on the work to be performed and an invoice will be issued. Unless otherwise agreed, a set-up fee will be billed at the outset of our relationship to cover setting up the project and learning your work protocols.
Payments are due monthly in advance. Once payment has been received, the work will begin. On an ongoing basis and with the agreement of Company, OverDrive will charge Customer’s credit card. For larger projects, EFT, wire or Zelle payment can be used as agreed.
Additional Services Requested
As your requirements change, please let us know and we will modify your invoice as appropriate.
Company will automatically be billed each month on the anniversary date of the agreement or, in the case of fixed fee work, as the work is submitted to us. You may cancel at the end of any 30-day period. If your payment is not received or your credit card fails to process, we will notify you. If not resolved within 24 hours, we will stop work until the problem is resolved. Payments are earned when received and there are no refunds for work performed unless there is an overpayment in which case a credit will be issued.
If you wish to terminate our agreement, please notify us by email. If you do terminate, it will be effective at the end of the monthly billing period or when the fixed fee work is completed following the initial term and a 30-day notice period.
OverDrive reserves the right to terminate an agreement with any Company without prior notice for lack of payment or unprofessional treatment of any of the OverDrive staff. Examples of unprofessional treatment would be cursing or speaking to an employee in a derogatory manner, shouting or making discriminatory, inflammatory or suggestive comments.
Recruiting Company Personnel
Company agrees not to solicit, recruit or hire any OverDrive Partner, Specialist, Contractor or other Employee at any time during the life of the project or 36 months thereafter without written permission of OverDrive.
Specialist’s Work Schedule
OverDrive will assign skilled personnel to perform the work agreed upon. These may include OverDrive administrative staff, managers and partners of the firm (Specialists). Your Specialists will work on the agreed schedule. Any lost time due to illness, funerals, and the like in excess of excused sick time (see below) is made up within 60 days, or invoices will be credited for absences. Holidays include traditional US holidays plus Christmas Eve Day and New Year’s Eve Day, any days your offices are officially closed as well as two days around Labor Day and two days around Spring Break for mandatory Company meetings. In the case of illness which extends more than 72 hours, upon request OverDrive may assign another Specialist to assist with the work until your Specialist returns to work.
Your Specialists will not be required to work over 40 hours without overtime pay of 1.5 times their fee, or unless time off is given in lieu of overtime as agreed. In addition to holidays and time off for semi-annual meetings, all Specialists will accrue 10 days of vacation during the year accruing at a rate of .833 days per month. Vacation days will be approved in advance and a backup may be provided. The Specialists will accrue 5 sick or “leave” days per year at a rate of .42 days per month. Missed days due to power outages or internet issues will be made up within 30 days or a replacement will be provided.
Indemnity and Hold Harmless
Company (Indemnifying Party) shall defend, indemnify and hold harmless OverDrive, its officers, directors, shareholders, agents, contractors and employees (each an Indemnified Party) from any and all claims, demands, obligations, liabilities, damages, expenses and actions of every kind and nature in favor of a third party.
This Agreement sets forth the entire understanding of the parties. Any amendments or modifications must be in writing to be valid.
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of Texas without giving effect to principles of conflicts of law. Any dispute hereunder shall be settled by binding arbitration under the rules of the American Arbitration Association (“AAA”) in Dallas, Texas. Either party may apply to AAA for the appointment of a single arbitrator to hear such dispute, with the costs of the arbitrator to be paid by the non-prevailing party, and each party paying its own legal fees and costs.
Successors and Assigns
This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of Company and OverDrive.