Contract for Collection Services
Please read carefully the following Paladin Commercial Group, Inc. (“Paladin”) contract for collection services (“Contract”), and accept or do not accept with the terms and conditions of this contract. The term “you” used throughout this contract refers to your company.
IMPORTANT: By indicating that you “accept” upon registration to this site, you enter into a legally binding contract with Paladin to obtain collection services subject to the terms and conditions in this contract. If you do not understand the terms and conditions of this contract please seek advice of an attorney. The terms and conditions of this contract may only be amended or modified pursuant to a written agreement which refers to this contract is signed by both you and Paladin.
WHEREAS, you have unpaid commercial accounts which you desire Paladin to collect, and
WHEREAS, Paladin is qualified to collect such unpaid accounts, and desires to handle such accounts as may be referred by you.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1
COLLECTION SERVICES AND WEBSITE
1.1 Paladin Collections Services. Paladin is a full service commercial debt collection company providing receivables management and collection services for every phase in the accounts receivable life cycle (“Collection Services”). Information regarding our Collection Services and accounts you have placed with us for collections will be delivered to you telephonically, online, or via email, fax, U.S. mail or overnight courier to the contact person indicated on the Paladin Website Registration Form you executed and submitted to Paladin. The specific Collection Services to be provided to you by Paladin are described in the Registration Form and such amendments thereto which you submit to Paladin from time to time. The Registration Form, and amendments thereto, accepted by Paladin shall become part of this Contract, and be incorporated herein.
1.2 Collection Methods. Paladin agrees to undertake on your behalf the collection of such commercial accounts as you decide to place with us for the purpose of collection, and to use due diligence and employ such lawful means, methods, and procedures as in its judgment, discretion, and experience we believe will best effect the collection of such accounts. You hereby authorize us to instruct your account debtors to direct payment to us, and hereby authorize us to endorse for deposit collection payments received by us on accounts placed by you, unless otherwise provided for in the Registration Form. You agree that the accounts placed with us have not been nor will be placed with a third party for collection.
1.3 Use of Your Name. Paladin may only refer to you as the creditor/client when contacting debtors to collect on accounts referred to Paladin for collection. Paladin is strictly prohibited from using your name in reference to the debtor’s credit status or otherwise as a credit reporting agency. Permitted reference to your name may only be made when Paladin is undertaking collection actions on your behalf.
1.4 Inspection. You may, at any reasonable time and upon reasonable prior written notice, conduct an on-site inspection and audit of any and all records of Paladin that pertain to accounts referred to us under this Contract.
1.5 Website. In order to agree to the terms and conditions of this Contract and receive Collection Services you have selected you will need to access to the Paladin website at http://www.PaladinForms.com (“Website”). Paladin has provided you with a user identifier (“User ID”) and a password (“Password”). You shall be entirely responsible for maintaining the confidentiality of the Password and your User ID and for any and all activities that occur under your User ID, including, without limitation, for any Collection Services ordered under such User ID. In addition, you agree to notify Paladin immediately of any unauthorized use of your User ID or any other breach of security related to the Website. Paladin will not be liable for any loss that you may incur as a result of third party use of your User ID, either with or without your knowledge. You are responsible and liable for losses incurred by Paladin due to third party use of your User ID and Password.
ARTICLE 2
REMITTANCE, EXPENSES AND FEES
2.1 Collections.
(a) Contingency Fee. You agree to pay us a contingency fee on all Contingency Collection account debtor payments made to you or to us in connection with accounts you placed for Contingency Collections under this Contract (“Contingency Fee”). The Contingency Fee shall be calculated using the percentage amount specified in the Enrollment Form or amendment thereto.
(b) Litigation Administration Fees. No litigation action will be instituted by us in connection with Contingent Collection accounts placed by you without prior written consent from you. Such litigation will be handled by a local attorney and amounts collected will be subject to an attorney contingency fee agreed to by you in writing. We both agree that your written consent to the foregoing can be provided in hardcopy or via email to us. On such litigation actions instituted by us you agree to pay us a contingency litigation administrative fee using the percentage specified in the Enrollment Form (“Litigation Administration Fees”), plus all court filing fees and related costs (“Court Costs”)). You agree to pay us in advance of instituting litigation on your behalf an amount necessary to cover the projected Court Costs. We will not be required to initiate litigation unless you have paid to us the invoiced projected Court Costs. We may not compromise or settle any litigation actions instituted by us on your behalf except with prior written consent from you.
(c) Invoicing. We shall invoice you for (i) the Fee on all funds remitted to you by us or to you by the account debtor in connection with accounts placed with us for Contingency Collections, (ii) for Litigation Administration Fees we have incurred on your behalf and (iii) for projected Court Fees. You agree to pay all such fees within ten (10) days of the invoice date.
2.2 Remittance. Paladin agrees to remit to you once per month all monies collected on accounts placed by you with us for Paladin, and received by us, including interest obtained on accounts reduced to judgment. You agree that Paladin may set off the following against any such monies collected and received by us: (i) any Fees due to us on amounts collected in connection with accounts placed by you, (ii) any Litigation Administrative Fees, Court Fees or any other amounts due to us, (iii) any amount remitted to you that is related to debtor payments received in the form of a check which cannot be cashed due to insufficient funds or other reason, and (iv) any payments remitted to you that is related to a debtor credit card payment made to us which are subsequently reversed or otherwise not credited to our account.
2.3 Notification. We agree to promptly inform you of any and all payments received by us on accounts referred by you for Paladin. We shall also inform you of any Fees, Litigation Administrative Fees and Court Fees and other amounts which are due and owing from you. Our monthly statement will show any amounts due by you which have been set off against remittance amounts payable to you by us. Such monthly statement will be provided to you concurrently with the monthly remittance payments to you, and may be delivered to you in hardcopy, or via the Website.
2.4 Expenses. We agree that you will not be liable for any expenses incurred by us incidental to the collection of accounts on your behalf except as provided herein.
2.5 Disputes. We agree to promptly inform you of any dispute of any account referred by you to us for collection.
2.6 Company Reporting. You agree to promptly provide us in writing to the Paladin email address provided in the Enrollment Form or such alternate email address provided by us from time to time, notice of all payments made directly to you on accounts that you have placed with us.
ARTICLE 3
INDEMNIFICATION
3.1 Indemnification. We each promise to the other to defend, indemnify and hold the other’s company and its affiliates and its respective officers, directors, employees and agents harmless from and against any and all claims, actions, proceedings, judgments, expenses, damages and liabilities, including, without limitation, attorney’s fees and court costs, that may result from any breach of this Contract, any act of commission or omission by it, or its agents, servants, representatives or employees, including, without limitation, violation of any federal, state or local law, arising out of the performance of Collection Services or any other provision in connection with this Contract. Notwithstanding the foregoing, however, we will not assume any liability or responsibility relating solely to matters that have occurred prior to placement of an account with us and are brought to light solely because of our collection efforts.
3.2 Consequential, Indirect or Incidental Damages. In no event shall either party, its affiliates and their officers, directors or employees be liable for any consequential, indirect or incidental damages, whether foreseeable or unforeseeable, arising out of or relating to this Contract. The foregoing limitation applies to all causes of actions and claims, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.
ARTICLE 4
TERM AND TERMINATON
4.1 Term. This Contract is effective for a period of one (1) year and shall renew automatically for successive one (1) year periods upon the same terms and conditions as set forth herein until termination of same is requested by written notice from either party to the other at least ninety (90) days in advance of the termination of any one-year period.
4.2 Termination. All accounts referred to Paladin under the terms of this Contract shall remain your property. Any and all documentation and information regarding such accounts that is forwarded to us by you must be promptly returned to you upon termination of this Contract or upon earlier written request by you. Additionally, upon written request by you, copies of all notes, memoranda, collection letters or other documents prepared by Paladin concerning accounts referred to us shall be promptly provided to you.
Notwithstanding the above, the parties agree that upon the termination of this Contract by you, Paladin may retain for collection in accordance with the terms hereof any accounts upon which a partial payment has been made within the year prior to termination, and any account which we may have placed with attorneys for collection in accordance with the terms hereof. Fees in accordance with this Contract shall be credited to Paladin for any monies received by you after termination on those accounts worked by us under the terms of this Contract and all amounts due and owing to you shall be remitted to you pursuant to terms of this Contract.
ARTICLE 5
MISCELLANEOUS
5.1 Governing Law. This Contract shall be subject to and governed by the substantive laws of the state indicated in the company address you provided in the Enrollment Form.
5.2 Arbitration. Any dispute arising out of or in connection with this Contract that cannot be settled through direct discussions between the parties shall be settled by arbitration before three neutral arbitrators (selected from a panel of persons having experience and knowledge of collection services, at least one of which arbitrators shall be an attorney) from the American Arbitration Association in accordance with its Commercial Arbitration Rules. Such arbitration shall be located in the city and state specified in the Enrollment Form. Any provisional or equitable remedy which would be available from a court of law (excluding punitive damages) shall be available from the arbitrators to you or to us. The prevailing party shall be entitled to reasonable attorneys’ fees. Judgment upon the award of the arbitrators may be enforced by any court have having jurisdiction thereof. You hereby consents to the non-exclusive jurisdiction of the courts of the state specified in the Enrollment Form or to any Federal Court located within the such state for any action (i) to compel arbitration, (ii) to enforce the award of the arbitrators or (iii) at any time prior to the qualification and appointment of the arbitrators, for temporary, interim or provisional equitable remedies and to service of process in any such action by registered mail, return receipt requested, or by any other means provided by law.
5.3 Severability. If any provision of this Contract is found to be unenforceable or invalid in any context or to any extent, it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Contract shall not be affected thereof.
5.4 Binding. This Contract shall be binding upon each party, its successors and assigns.
5.5 Entire Contract. This Contract represents the entire understanding and agreement of the parties with respect to the subject matter of this Contract supersedes any prior or contemporaneous agreements or statements relating to the subject matter hereof. This Contract may be modified or waived only by a separate written agreement expressly modifying or waiving this Contract and signed by an authorized representative of each party.
5.6 Waiver. No failure or delay by a party in exercising any right, power or privilege under this Contract shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right, power or privilege under this Contract.
5.7 Notices. All notices, requests, demands, or communications must be in writing, delivered personally or by certified, registered, or express mail or by any overnight delivery service generating a receipt shall be sent to the addresses indicated below, and to you at the address specified in the Enrollment Form (or at any other addresses given in writing by either party to the other). All notices, requests, demands or communications are effective upon receipt.
Paladin: Paladin Commercial Group, Inc.
