Pro RFP Vendor Terms and Conditions

1 Introduction and Agreement

Welcome to PRO RFP, INC., a Delaware Corporation. This document sets forth the Terms and Conditions (the “Terms”) effective upon your acceptance. By engaging with us, you, the “Vendor,” agree to provide specific services at designated locations based on our statements of work. These statements are sent electronically to the email you’ve provided and become active once delivered. Our collaboration is founded on mutual understanding and adherence to these Terms, ensuring a prosperous partnership.

2 Service Provision and Expectations

As our valued Vendor, you’re entrusted to deliver services in alignment with both the outlined Terms and the specific requirements of each statement of work. It’s imperative that your services are rendered with expertise, punctuality, and professionalism, meeting the highest standards in your field and achieving full satisfaction from both PRO RFP and our clients.

We embrace flexibility and inclusivity in our operations, allowing you to engage with other clients and services that do not conflict with your obligations to PRO RFP. However, subcontracting is subject to our prior written consent, ensuring all services remain within our expected quality and confidentiality standards.

3 Fee Structure and Payment Terms

3.1 How to Submit Invoices

3.1.1 Deadline:

Submit invoices for the previous month’s services through Bill.com, linked to your specific network ID, no later than the 14th of the following month. For instance, for services delivered from January 1st to January 31st, ensure your invoice is in by February 14th.

3.2 Understanding Your Payments

3.2.1 Two-Part Payments:

We split your payment into two parts. The first half is sent out 30 days after the invoice submission period ends (on the 15th of the following month), and the second half follows 15 days later (on the 1st of the next month). Using the January service example, expect the first payment on March 15th and the second on April 1st.

3.3 Benefits of Our Billing Cycle

3.3.1 Regular Cash Flow:

Once you’re set up in our system, you’ll receive two payments monthly, ensuring a reliable income stream. This setup is especially beneficial for our long-term partners, promoting financial stability and predictability.

3.4 Your Role in the Process

3.4.1 Stay On Schedule:

Submitting your invoices on time via Bill.com and ensuring they’re linked to the correct network ID is crucial. This ensures you receive your payments without delay.

3.5 Our Promise For Clarity And Efficiency:

We’ve designed our payment schedule to be clear and predictable, supporting you in effectively planning and managing your finances. With PRO RFP, you can count on a streamlined process that values your partnership and contributions.

3.6 Our Pledge for Fair Payment Practices

3.6.1 Guaranteed Fairness:

No Unexpected Deductions: In normal operations, we don’t deduct from the first payment of the month, except in cases of negligence or failure to meet service levels. This approach underlines our dedication to fair and transparent dealings, ensuring you feel supported and valued.

3.6.2 Exceptions To Note:

Accountability for Service Quality: While we aim to maintain a supportive environment, it’s essential to note that quality lapses or negligence might lead to necessary deductions, aligning with our high standards and commitment to excellence.

3.7 Pro Upload Submission

3.7.1 Service Validation:

Should there be instances where a service is delivered without a Pro Upload, we will conduct a Pro Review as soon as possible to validate that service is provided. This process hinges on the schedules of our Coordination Team and if required to consistently validate service completion; Pro RFP will be forced to take deductions. While we expect that we will be receiving positive feedback from our clients, ensuring your efforts meet our shared standards of excellence is crucial for our mutual success.

3.7.2 Importance Of Compliance:

Adhering to our Pro Upload and invoicing requirements is crucial. It not only facilitates a seamless payment process but also underscores our commitment to maintaining high service standards. Your cooperation is key to ensuring timely and full payments for the services rendered.

3.7.3 Consequences For Non-Compliance:

We value the quality and integrity of the services within our network. As such, should services be delivered without a Pro Upload or fail to pass a Pro Review, we may need to adjust payments or delay them to account for the extra validation efforts. This approach is part of our commitment to uphold service excellence.

3.8 Early Payment Request:

We understand the importance of cash flow for our vendors. Therefore, we offer the option for early payment requests. Should you opt for this, be aware that it involves an early payment fee to accommodate the expedited processing. This option is designed with your financial planning in mind, offering flexibility in managing your resources.

3.9 Adherence And Deductions:

Sticking to the stipulated payment terms is essential. Failure to comply with our Pro Upload submission or not meeting the quality standards through a Pro Review may result in deductions from your payment. These measures are in place to maintain the integrity and quality of services provided to our clients.

Your partnership and adherence to these processes enable us to ensure a stable, reliable, and quality-driven service ecosystem. We appreciate your commitment to excellence and look forward to a successful collaboration.

4 Early Payment Option

4.1 Eligibility for Early Payment:

At PRO RFP, we understand the value of flexibility in financial planning. That’s why we offer an early payment option to our vendors. Opting for early payment is contingent on meeting our comprehensive quality and operational benchmarks:

4.1.1 Accurate Information:

You’ve consistently provided us with precise and complete details in all transactions.

4.1.2 Pro View Score:

You’ve achieved a minimum average score of 3.5/5, showcasing consistent quality in your services.

4.1.3 Approved Resources:

You’ve used only the approved tools, supplies, and software for each project, as specified by us or our clients.

4.1.4 Pro Upload Compliance:

You’ve achieved 100% compliance in submitting service validation videos through Pro Upload.

4.1.5 Personnel And Uniform Compliance:

Your team has met our staffing requirements and adhered to our uniform and badge standards.

4.1.6 Policy Adherence:

Your personnel have followed our substance use and property policies without fail.

4.1.7 Incident Reporting:

Any incidents have been reported to us within the stipulated 12-hour window.

4.1.8 Personnel Screening:

All your personnel have passed our comprehensive screening process.

4.1.9 Resource Utilization:

You’ve used only pre-approved equipment and supplies, maintaining the required documentation.

4.1.10 Site Security:

You’ve ensured the maintenance, inspection, and security of service locations.

4.1.11 Supply Procurement:

You’ve timely acquired approved chemicals and equipment, accepting any additional costs when necessary.

4.1.12 Continuous Training:

Your team has received ongoing training to maintain service standards.

4.1.13 Safety Record:

You’ve maintained a record of zero safety violations during the billing period.

4.1.14 Bill.Com Registration:

You’re set up to receive payments via ACH through Bill.com.

4.1.15 Financial And Legal Adherence:

You’ve fulfilled all tax obligations, indemnified PRO RFP against any contrary claims, provided a completed Form W-9, and submitted compliant insurance documentation.

4.2 Understanding Early Payment Fees:

Choosing the early payment option involves a 10% mark up fee on the requested total amount, which we deduct to cover the expedited processing and adjustments required for early remittance. This fee is our way of ensuring that we can continue to offer flexible payment options while managing our financial responsibilities efficiently. An example of this is if your scheduled monthly payment amount is $1,000.00 USD then your associated early payment fee would be $100.00 USD.

By meeting these criteria, you not only exemplify the high standards we set for our vendor partners but also gain access to benefits designed to support your financial health and operational efficiency.

5 Understanding Deductions and Adjustments

5.1 Deduction Policy Overview:

In our commitment to maintaining clear and fair financial practices, PRO RFP outlines the conditions under which deductions from vendor payments may occur. These are designed to ensure accountability and uphold the quality of service our clients expect:

5.1.1 Recoverable Costs And Administrative Fees:

If there are any amounts owed by the vendor to PRO RFP, we may deduct these costs along with an additional 30% administrative fee to cover the management of these recoveries. This also includes any necessary adjustments as per our agreement or specific project terms.

5.1.2 Reimbursable Expenses:

Any expenses PRO RFP incurs on your behalf, or payments we’ve made in advance for services or goods you were to provide, will be adjusted against your fees.

5.1.3 Penalties For Service Failures:

Charges or penalties arising from incidents like false alarms, damages, or failures in service quality attributable to your team will be deducted. this ensures that the integrity and reliability of our services remain uncompromised.

5.2 ACH Payment Information:

To streamline our payment process, we require you to register your banking details for ACH transfers via our payment processing partner bill.com. This method ensures you receive your payments promptly and securely.

5.2.1 Check Payments And Service Charges:

For vendors unable to register on bill.com or provide ACH details, a service charge amounting to 5% of the invoiced total will be applied. This fee covers the administrative costs associated with manual payment processing.

Our policies on deductions are part of our broader strategy to ensure a transparent, accountable, and efficient partnership with our vendors. By providing clear guidelines, we aim to foster a relationship based on mutual respect and professionalism, ensuring that both parties can focus on delivering outstanding services to our clients.

6 Adjusting Work Agreements:

6.1 What is a Change Order?

A Change Order is an official modification to our previously agreed-upon tasks or services. PRO RFP reserves the right to update, remove, or add new requirements to any project or service agreement. We’ll always notify you in writing about these changes.

6.1.1 How Does It Affect Payments?

If a Change Order alters the scope of work in a way that impacts the cost—either increasing or decreasing—we’ll adjust your payment accordingly. This ensures fairness and transparency in our dealings. The details of this adjustment will be agreed upon by both parties and confirmed through an electronic agreement.

6.2 Process for Implementing Change Orders:

6.2.1 Notification:

You’ll receive a written notice from us via email detailing the changes.

6.2.2 Review:

We’ll detail the impact of these changes on the cost of services.

6.2.3 Agreement:

The formalized adjustments will be reflected in your updated Statement of Work. A notice of this update will be sent to you via email.

Our goal is to maintain a flexible and responsive working relationship that can adapt to changing needs while ensuring clarity and fairness in compensation for your services.

7 PRO RFP’s Support and Resources for Vendors

7.1 Access to Tools:

PRO RFP might provide you, the Vendor, with special Pro RFP or Client provided tools and systems, this may include software or project management systems. These tools if required will be detailed in each Statement of Work delivered to you and are designed to help you deliver your services effectively. These tools are unique to each Patron, Scope and Client that PRO RFP services, which is why notice of this will be provided in writing in the associated Statement of Work. Please note that these tools may require a fee, but rest assured that Pro RFP will not have any hidden costs associated with these tools and any associated tools or costs if required at all, will be clearly explained in writing in your Statement of Work.

7.2 Your Commitment to Integrity:

You promise that all information you share with us—whether it’s spoken, written, or electronic, including your invoices—is completely accurate and truthful every time you accept a new project.

8 Staffing and Conduct Expectations

8.1 Staffing Levels:

You agree to have enough qualified people for each project, following the staffing requirements we outline.

8.2 24/7 Availability:

Provide us with a 24-hour contact number for any urgent needs or questions from us or our clients.

8.3 Supervision:

Always have a supervisor on-site for each shift. If a supervisor can’t be present, let us know at least 3 hours ahead of time.

8.4 Uniforms and Professionalism:

Your team must wear the uniforms we or our Clients specify and maintain a professional appearance, including wearing a badge that clearly displays their name. Failing to meet these standards may result in fees.

8.5 Substance-Free Workplace:

Ensure your team does not use or bring alcohol or illegal substances to any work location. Anyone found under the influence must be removed immediately.

8.6 Respectful Workspace:

Your staff should not bring non-employees, personal items, pets, or unrelated items to the work site.

8.7 Use Approved Tools Only:

Only use the tools, supplies, equipment, and software we approve for your work.

8.8 Personnel Adjustments:

Upon our request, you may need to reassign or remove certain staff members from a location.

Our goal is to foster a productive, respectful, and safe working environment for everyone involved. By adhering to these guidelines, we can ensure a successful partnership and high-quality service for our clients.

9 Ensuring Quality and Accountability

9.1 Quality Checks at Any Time:

PRO RFP reserves the right to review, test, and evaluate your work without advance notice. This rigorous approach ensures we maintain our high standards and meet operational goals.

9.2 Immediate Fixes Required:

If your services don’t meet our standards, you must correct any issues right away, at your cost, within 12 hours of our notification. This quick action is vital to uphold the quality of service our clients expect.

9.3 Adhering to Quality Protocols:

You’re expected to follow our specific quality measures, including:

Pro Review: For Assessing Client Satisfaction. Pro Alerts: For Immediate Corrective Actions. Pro Upload: For Documenting Services.

These steps are designed to ensure a comprehensive approach to quality control.

10 Payment Linked to Performance

10.1 Payment Timing:

We initiate payments for services rendered in the previous month, with payments issued in two parts. The first half is processed 45 days after the invoice submission deadline (the 14th of the following month), and the second half is issued 15 days later. This Net 60 approach ensures comprehensive accounting of all services delivered.

10.2 Linking Payments to Service Excellence:

Your earnings reflect your adherence to our quality benchmarks, encompassing client satisfaction (Pro Reviews), timely issue resolution (Pro Alerts), and accurate service documentation (Pro Upload). High compliance may lead to full or enhanced payment rates, whereas non-compliance could impact your earnings negatively.

10.2.1 Significance of Pro Alerts and Pro Uploads:

Promptly addressing Pro Alerts and consistently submitting Pro Uploads are essential. These practices are key to ensuring service quality and accountability, directly influencing payment adjustments.

10.3 Service Quality Adjustments:

Final payment amounts are adjusted based on your compliance with our quality standards and adherence to the Terms and Conditions, aligning compensation with the quality of service provided.

This payment framework is designed to promote a culture of high performance, accountability, and continual improvement, benefiting our network of vendors and their clients by reinforcing our commitment to quality and reliability.

10.4 Encouraging Top-Notch Services

We strongly motivate our vendors to deliver outstanding services and stick to all operational guidelines. Doing so not only boosts your potential income but also highlights our commitment to excellence in service.

11 Understanding and Following Our Terms

It’s important for vendors to thoroughly review, understand, and follow all our Terms and Conditions. These rules outline key responsibilities, expectations, and the legal aspects of working with us, ensuring a clear and structured partnership.

11.1 Our Right to Check on You

We have the full right to check if you’re following our rules anytime. This helps us make sure our agreement is being respected and followed properly.

11.2 Covering for Mistakes

If something goes wrong because the rules weren’t followed, you’ll need to financially cover any resulting losses or damages. This is a safety net for both of us against unexpected issues.

11.3 Keeping Insurance Up to Date

You need to have the right insurance to cover any problems that might come up during your work. This is a crucial step to protect against unexpected challenges and is a requirement for working with us.

12 Managing Risks and Ensuring Secure Work Environments

12.1 Prompt Incident Reporting:

If any harm comes to people or property—whether it’s damage, theft, or injury—connected to the work we’re doing together, you must inform us within 12 hours. This includes any incidents involving PRO RFP’s or our client’s property and personnel. Please remember, settling claims or taking responsibility for such incidents without first getting our written approval is off-limits.

12.2 Thorough Security Checks Before Starting Work:

Before any of your team members can start their assignments, it’s crucial you conduct comprehensive background checks on them. This is more than just a formality; it’s about safety and compliance.

12.2.1 You’ll Need To:

Verify social security numbers to confirm identity. Conduct national criminal database searches to uncover any federal offenses. Perform criminal conviction searches in every county where the person has lived for the past seven years. Check their employment history for the same duration to ensure reliability. Confirm their highest educational achievements. Screen against global sanctions lists and national criminal files to prevent any legal complications. Complete a detailed drug screening, testing for substances including amphetamines, barbiturates, benzodiazepines, cocaine, marijuana, methadone, methaqualone, opiates, phencyclidine, and propoxyphene.

12.2.2 Criteria for Personnel Assignment:

We rely on you to maintain the integrity of our workforce. This means not assigning anyone who has pending charges or convictions for violent crimes, fraud, theft, dishonesty, moral turpitude (which includes a range of offenses from shoplifting to embezzlement and forgery), money laundering, or the manufacture, distribution, or sale of controlled substances. This policy is in place to protect everyone involved—our teams, our clients, and our collective reputation.

12.2.3 Certification of Screening Compliance:

Should we request it, you’re required to certify that any personnel who begin services for PRO RFP, or who might access confidential information, systems, or data, have successfully passed all required screenings. This certification or “Attestation”, which must comply with all applicable laws, is a safeguard that ensures only the most trustworthy individuals are working on our projects, maintaining a secure and reliable working environment for all.

13 Ensuring Only Approved Personnel and Materials Are Used

13.1 Personnel Screening Before Deployment:

You must ensure that every team member has passed our Satisfactory Screening before they work at any location. This includes checks that confirm they’re fit and safe to work. If we need you to move staff around or start at a new site before this screening is complete, you won’t be in trouble. However, if someone doesn’t pass these checks, you need to replace them immediately.

13.2 Mandatory Use of Approved Supplies and Safety Practices:

When providing services, it’s important to use only the supplies, equipment, and materials that we’ve pre-approved. We’ll give you a list of what’s allowed in each Statement of Work. You can buy these materials directly from us or our partners.

13.3 Keeping Track of Chemicals and Safety Data:

You should keep a detailed record of all chemicals used at each location, including their Safety Data Sheets. We might ask you to show us proof that you’re using only the high-quality, approved chemicals that meet our standards. This is part of making sure we’re all on the same page about what’s being used and ensuring safety and compliance.

13.4 What Happens If You Use Unapproved Materials:

If you don’t stick to the approved list of chemicals or if you’re late in getting the right equipment, we’ll step in and buy what’s needed on your behalf. However, this will come with an additional cost of 30% above the retail price, which will be deducted from your next invoice. This process ensures that all services are delivered safely and to the high standards expected by PRO RFP and our clients, maintaining a safe working environment for everyone involved.

14 Continuous Training and Safety Management

14.1 Ongoing Training for Team Members:

It’s important that all your team members receive regular training on how to correctly use the equipment and supplies they need for their jobs. If we ask, you should be able to show us proof that this training is happening. This ensures everyone is up-to-date and working safely.

14.2 Handling Safety Issues:

If there’s a safety rule broken, we might need to apply penalties. These could be as much as any fines we face, plus an extra 30% to cover administrative costs. This applies to breaking our safety rules or any local, state, or federal laws.

14.3 Dealing with Hazardous Materials:

If you come across dangerous materials like asbestos or harmful pathogens, you need to stop work right away in that area and let us know immediately. Continuing to work without addressing the issue could lead to you being responsible for any resulting problems or claims.

14.4 Reporting Incidents:

Any incidents that could harm health, safety, or the environment, like slips, equipment issues, or anything needing first aid, must be reported to us right away. Also, tell us about any security issues, like unlocked doors or disabled alarms. This helps us keep everyone safe and secure.

14.5 Maintaining and Securing Work Sites:

You’re responsible for keeping each work site safe and conducting regular safety checks. Before leaving a site, make sure it’s secure. This approach helps prevent accidents and ensures a safe environment for your team and our clients.

15 Understanding Intellectual Property Rights

15.1 What PRO RFP Owns:

PRO RFP keeps the rights to all of its intellectual property. This includes things like copyrights, patents, trademarks, trade secrets, and any other unique information or designs that belong to PRO RFP. It covers everything we’ve created or will create, like our software, processes, and even the way we do our work (our “Intellectual Property Rights”).

15.2 What Happens to Your Work:

When you, as a vendor, create something or deliver any work product as part of your services to us, PRO RFP will own it. This means any documents, materials, or anything else you make for us (we call these “Deliverables”) are ours. You’ll get to use our software and systems you need to do your job, but that’s where it ends. You don’t get any ownership of the software, systems, or any intellectual property rights that come with them.

15.3 Simple Terms:

In short, anything you make for PRO RFP as part of this work belongs to PRO RFP. We own all our intellectual property, including any work you do for us. You’re allowed to use our tools and systems to perform your services, but they remain strictly PRO RFP’s property.

16 Keeping Things Confidential

16.1 What Stays Secret:

Everything PRO RFP shares with you that’s not already out in the open is considered confidential. This includes things like our internal plans, pricing, client lists, and any other information we give you to help you do your job, regardless of how we share it. You should only use this information to do work for PRO RFP and not share it with anyone else unless we say it’s okay.

16.2 What’s Not Secret:

Not everything is a secret. Information that’s already public, that you got from someone else who didn’t have to keep it a secret, that you already had before working with us, or that you came up with on your own without using any of PRO RFP’s confidential info isn’t considered confidential.

16.3 If We Ask for Our Stuff Back:

If PRO RFP asks, you need to return any documents or materials you got from us. And if there’s ever a problem with not keeping things confidential, we can take legal action to protect our information.

17 Don’t Steer Our Business Elsewhere

For five years after we stop working together, you can’t try to take our Clients, Customers, Patrons, Suppliers, Vendors or Employees away from PRO RFP.

17.1 This means you can’t:

Convince our Clients, Customers or Patrons to take their business away from PRO RFP.

Interfere with our relationships with Clients, Customers, Patrons, Suppliers, Vendors or Employees.

If you break this rule, we will immediately stop all payments owed and we will take legal action.

17.2 No Poaching or Competing:

17.2.1 Employees:

While working with us and for three years after, you can’t hire or work with any of PRO RFP’s Vendors or Employees who used to work with us, directly or through another company.

17.2.2 Clients:

You also agree not to go after business from any of PRO RFP’s Clients, Customers, Patrons, Suppliers, Vendors or Employees or anyone who’s been a Client, Customer, Patron, Supplier, Vendor or Employee in the last three years. This includes not offering services that compete with what PRO RFP does for any of our current or past Clients, Customers, Patrons, Suppliers, Vendors or Employees.

18 Protecting PRO RFP’s Investments

When you agree to these terms, you’re recognizing the importance of safeguarding the investments and business interests PRO RFP has worked hard to build. Breaking these rules can cause us significant harm, and we’re prepared to enforce them to protect our interests.

18.1 Legal Actions for Breaches:

If you don’t follow these rules and try to take our business elsewhere or hire our people, we won’t just stop all payments to you; we’ll also take legal action. This could include court orders like injunctions to prevent you from continuing any harmful actions, without us needing to pay any bond.

18.2 Immediate Notification:

Should any PRO RFP employees reach out to you for employment or business opportunities outside of our agreement, it’s crucial that you inform us immediately and refuse their offer. This helps maintain the integrity of our working relationship.

18.3 Comprehensive Application:

These rules apply across your entire operation, including all branches, subsidiaries, and related entities. It’s your responsibility to ensure that everyone associated with your business is aware of and complies with these terms.

18.4 Commitment to Fair Business Practices:

By agreeing to work with PRO RFP, you’re committing to uphold these principles, which are vital for maintaining our competitive edge and ensuring mutual success. This commitment extends to avoiding any actions that could be perceived as unethical, such as offering or accepting bribes or inappropriate gifts in exchange for business advantages.

18.5 No Unethical Advantages:

We expect you to refrain from giving or receiving any gifts, payments, or other benefits that could influence business decisions or give you an unfair advantage. This policy is in place to ensure that all our business dealings remain transparent and fair.

19 Understanding Our Agreement and How It Can End

19.1 The Basics of Our Agreement:

From the day we start working together, our agreement is ongoing. It doesn’t matter if we have a specific project in line or not; we’re considered to be in a partnership that follows the rules we’ve agreed upon.

19.2 If You Decide to Leave:

19.2.1 How To End The Agreement:

If you decide to stop working with us, you just need to let us know 30 days ahead of time. You can email us at prosupport@prorfp.com or send a letter to 221 N. Broad Street, Suite 3A, Middletown DE 19709. Just title it “Pro Support Vendor Terms Termination Notice.”

19.2.2 Why Notice Matters:

Giving us 30 fays’ notice helps us adjust and plan accordingly, so we’re not left in a bind.

19.3 If We Need to Part Ways:

19.3.1 Our Right to Terminate:

We reserve the right to end our agreement or any ongoing projects at any time. We might do this with or without giving you a heads-up, depending on the situation.

19.3.2 What Happens When We Terminate:

Once we decide to terminate, our agreement and any active work come to an immediate stop.

19.4 After the Agreement Ends:

19.4.1 Returning Property:

You’ll need to return anything that belongs to PRO RFP or our clients within 24 hours of termination notice.

19.4.2 Taking Your Things Back:

Make sure to collect all your items from our locations.

19.4.3 Keeping Secrets Secret:

You’re required to return any confidential documents and erase any digital confidential information you have.

19.4.4 Paying Back Advanced Fees:

If we’ve paid you in advance for work that’s not done, you’ll need to return those funds.

19.4.5 Confirming You’ve Followed Through:

We’ll need a written confirmation from you that you’ve completed all these steps.

19.5 Dealing with Outstanding Fees:

19.5.1 Sorting Out Finances:

If there are any fees we haven’t paid you yet, we’ll settle those accounts as per our agreement terms. This ensures everything is squared away financially between us when the agreement ends.

19.6 Settling Up: Making Sure Everything’s Paid

19.6.1 Looking Over Your Account:

When our work together comes to an end, we’ll take a close look at your account. This means checking for any fees that have built up over time but haven’t been paid yet. This is an extremely thorough process and may delay your payments by an additional thirty to sixty days.

19.6.2 Paying What’s Due:

If we find any fees that you still owe, you’ll need to pay those as soon as the agreement ends. We want to make sure everything is clear and settled between us.

19.7 How We Handle Unpaid Fees:

19.7.1 Taking Action If Needed:

If there are fees you haven’t paid, we might need to take some steps to get things settled. This could mean holding back payments we owe you or, in some cases, taking legal action to make sure the fees are paid.

19.7.2 Keeping You Informed:

We’ll let you know if there are any outstanding fees. You’ll get a detailed statement so you can see exactly what’s owed. This way, everything’s transparent, and there are no surprises.

20 Clearing Up Disputes & Understanding Your Role

20.1 No Arguing Over Bills:

20.1.1 Stick To The Facts:

If you think there’s a mistake in the fees we’ve said you owe, you can definitely point it out. But apart from that, we expect that you won’t challenge the fees we’ve calculated unless you have clear proof there’s been an error.

20.2 You’re Your Own Boss:

20.2.1 Independent Through And Through:

When you’re working with us, remember you’re doing so as your own independent business, not as a PRO RFP employee. This means you’ll handle how, when, and where you do your work, but we’ll check in to make sure everything meets our standards and the requirements set out in your Statement of Work.

20.2.2 No Acting On Our Behalf:

You don’t have the green light to make deals or decisions for PRO RFP or tie us into any contracts or obligations.

20.2.3 Benefits And Taxes Are On You:

You’re not on our payroll, so don’t expect employee benefits from us. Also, you’re entirely responsible for sorting out your own state and federal taxes, social security, unemployment insurance, and any other payments that come with being a contractor.

21 Responsibility and Legal Adherence for Vendors

21.1 Indemnification and Protection Against Loss:

21.1.1 Vendor’s Responsibility:

As a vendor, you’re responsible for any legal claims or losses that PRO RFP might face due to your negligence, mistakes, or breach of our agreement. This includes covering all related costs, like legal fees and settlements. If there’s a legal claim against us because of something you did or didn’t do, you need to step in and cover the expenses.

21.1.2 Prior Approval For Settlements:

Before you settle any claims that could impact PRO RFP, you must get our written consent. This ensures that any decisions you make in resolving disputes align with our interests and don’t put us at further risk.

21.2 Compliance with Laws and Regulations:

21.2.1 Obligation To Comply:

You must always adhere to all applicable laws, regulations, and ordinances at the federal, state, and local levels that affect your business operations and the services you provide to us. This includes maintaining all necessary licenses and permits.

21.2.2 Adherence To Labor And Employment Laws:

Your operations should fully respect and comply with labor laws, including those related to equal opportunity, affirmative action, and fair labor standards. This encompasses treating all employees fairly, ensuring a workplace free from discrimination, and complying with the Service Contract Act and other relevant legislation.

21.2.3 Immigration And Work Authorization Compliance:

You are required to verify the eligibility of all your employees to work in the United States, in line with the Immigration Reform and Control Act (IRCA). This means accurately completing and retaining Form I-9 for every employee and ensuring that your workforce is legally permitted to work.

Protection for PRO RFP: If you fail to comply with any laws or regulations, and this failure results in legal issues or damages for PRO RFP, you are responsible for defending and indemnifying us. This includes covering all costs that arise due to your non-compliance, ensuring that PRO RFP remains protected against potential legal liabilities.

21.3 General Legal Compliance:

21.3.1 Comprehensive Legal Adherence:

Beyond specific laws, you are expected to remain vigilant and proactive in adhering to all legal requirements that might impact your service delivery to PRO RFP. This broad directive includes staying informed about and responsive to any changes in the legal landscape that could affect your work.

21.3.2 Proactive Defense and Coverage:

In any instance where non-compliance on your part leads to legal challenges or financial liabilities for PRO RFP, you are obligated to provide a comprehensive defense and cover all resultant expenses. This commitment underscores the importance of maintaining high standards of legal and ethical conduct in your operations.

By maintaining a strict adherence to these guidelines, you not only protect PRO RFP from potential legal entanglements but also uphold the integrity and reliability of your services, ensuring a productive and legally compliant partnership.

22 Mandatory Insurance Compliance for Vendors

22.1 Non-Negotiable Insurance Requirements:

22.1.1 Critical Coverage:

You are required to secure and maintain specified insurance coverage throughout our contractual relationship, as detailed in Exhibit A. This is non-negotiable and fundamental to our working agreement.

22.1.2 Ongoing Obligation:

Your insurance must not lapse, remaining in full effect for at least one year beyond the termination or expiry of our contract, or beyond any relevant legal claim periods, whichever is later. This ensures continuous protection against unforeseen liabilities.

22.1.3 Inclusion Of PRO RFP And Clients:

It is imperative that PRO RFP and our clients are added as additional insureds on all relevant policies, providing us coverage at no additional cost to us. This is a standard industry practice to safeguard all parties involved.

22.1.4 Proof Of Insurance Requirement:

Upon initiation of our agreement and annually thereafter—or whenever requested—you must provide up-to-date certificates of insurance. This is a critical checkpoint for compliance and your responsibility to uphold.

22.1.5 Cancellation Notification:

Should your insurance face potential cancellation or non-renewal, we expect a minimum 30-day advance notice from your insurer, ensuring no gap in coverage and allowing time for rectification.

22.1.6 Mandatory Workers’ Compensation:

Compliance with legal requirements to carry Workers’ Compensation insurance for all individuals performing work under our agreement is your legal obligation. This protects your workforce and mitigates risk for both parties.

22.2 Strict Compliance and Consequences:

22.2.1 Immediate Submission Of Documents:

You are to submit all required insurance documentation, including the correct ACORD form, within 15 days of the contract start date. Failure to do so will be considered a breach of our contract.

22.2.2 Notification Of Insurance Changes:

Any changes to your insurance status or policy details must be communicated to us promptly with updated documentation. This includes notifications of cancellations or non-renewals by your insurance provider.

22.2.3 Penalty For Non-Compliance:

Failure to comply with these insurance requirements, including the provision of the correct ACORD form, will result in an immediate hold on all payments to you. Payments will remain withheld until you rectify the situation and achieve full compliance.

We take these requirements seriously and expect you to do the same. Insurance compliance is not just a formality; it is a critical aspect of risk management and legal responsibility for both parties. Ensure you meet these obligations to avoid disruptions in our working relationship and payment schedule.

23 Insurance Certificate Submission: Key to Your Payments

23.1 Non-Negotiable Submission Requirement:

23.1.1 Precondition For Payment:

Your submission of valid insurance certificates to PRO RFP is not optional—it’s essential. Without these, you’re ineligible to receive any fees from us. This is a straightforward requirement: No certificate, no payment.

23.2 Strict Enforcement and Penalties:

23.2.1 Mandatory Coverage Adherence:

Should you neglect to maintain the insurance coverage as we’ve specified, prepare for up to a 30% administrative fee on all dues. This charge compensates for the risk and management overhead we incur due to your non-compliance and will be deducted from your forthcoming payments.

23.2.2 Financial Responsibility:

If your lack of proper insurance leads to any loss or damage—whether it’s stolen merchandise or damaged equipment—you’re on the hook for it. We expect you to uphold your end of the bargain to avoid these situations altogether.

23.3 Bottom Line:

23.3.1 Ensure Compliance:

Make sure your insurance certificates are up-to-date, comprehensive, and submitted on time. It’s not just about following rules; it’s about ensuring a smooth, uninterrupted flow of payments to you and safeguarding against potential liabilities.

23.3.2 Act Promptly To Avoid Penalties:

Delays or failures in meeting these insurance requirements will directly impact your payments and financial liabilities. We’re strict about this because it’s critical to our mutual success and security.

Consider this a core part of our agreement. Your prompt and ongoing attention to maintaining and proving your insurance coverage is crucial. Let’s avoid any complications and ensure a seamless partnership.

24 Clear Cut on Liability and Warranties

24.1 Limitation of Liability: Straightforward and Firm

24.1.1 No Liability For Indirect Damages:

PRO RFP won’t be held responsible for any kind of indirect damages to the Vendor or any third party. This includes but isn’t limited to lost profits, special damages, or any loss that isn’t directly and obviously caused by us, no matter if such losses were predictable or if we were informed they could happen.

24.1.2 Equipment And Material Use:

If you’re using equipment or materials provided by us, understand that PRO RFP won’t bear any liability for damages or losses you might incur. This holds true whether it’s damage to property, personal injury, or any other form of loss.

24.2 Disclaimer of Warranty: What We Don’t Promise

24.2.1 No Assurances On Provided Materials:

When it comes to the software, work systems, uniforms, or any materials we or our Clients, Patrons, Customers, Vendors or Employee’s provide, PRO RFP doesn’t make any promises. We don’t guarantee they’ll meet your specific needs, that they’ll work perfectly, or that they won’t infringe on someone else’s intellectual property rights.

24.2.2 As-Is Basis:

Everything we provide is on an “as-is” basis. This means you accept and use them without any guarantee from us, whether we’ve talked about it, it’s been part of our usual dealings, or it’s common practice in our line of work.

24.3 Bottom Line: Know Where You Stand

24.3.1 Your Responsibility:

It’s on you to manage the risks associated with using our materials or equipment. Be clear that we’re providing tools without warranty, and we limit our liability to keep things straightforward and manageable for both of us.

24.3.2 Prevent Misunderstandings:

By working with us, you acknowledge these terms. It’s all about ensuring we’re on the same page to avoid any surprises down the line.

25 Straight Talk on Damages and Conduct

25.1 Liquidated Damages: Clear Consequences

25.1.1 Penalty For Breach:

If you break any part of our agreement, you’ll need to pay us the equivalent of one month’s fees plus an additional 30% for administrative costs, unless we’ve specified a different penalty somewhere else in our terms.

25.2 Publicity: Keep Our Name Clear

25.2.1 Restrictions On Use Of Name:

You can’t use the PRO RFP name, any of our clients’ names, or anything similar in your marketing, press releases, or any public communications. This rule is in place unless you get a direct, written okay from us.

25.2.2 Why This Matters:

It’s about protecting our brand and our clients’ privacy. We need to approve how our name and association are used in the public eye to maintain our reputation and integrity.

25.3 Further Assurances: Cooperation is Key

25.3.1 Mutual Support For Compliance:

We both agree to help each other out. If needed, we’ll provide additional information, sign extra documents, or take further actions to ensure everything we’ve agreed upon is carried out smoothly.

25.3.1 Mutual Support For Compliance: 

We both agree to help each other out. If needed, we’ll provide additional information, sign extra documents, or take further actions to ensure everything we’ve agreed upon is carried out smoothly. 

25.3.2 Goal: This is about making sure all aspects of our agreement are fully respected and implemented. It’s in both our interests to work together to make our partnership successful and compliant with our terms. 

25.4 Bottom Line: Play by the Rules 

25.4.1 Stay Within The Lines: 

We’ve set clear expectations for handling breaches, public mentions of our partnership, and how we’ll support each other in fulfilling our agreement. It’s crucial we both stick to these rules to ensure a smooth and productive relationship. 

26 STRAIGHTFORWARD RULES ON DISPUTES, LAWS, AND AGREEMENT 

26.1   Resolving Disputes: Arbitration First 

26.1.1 Mandatory Arbitration: 

If we have a disagreement, we’ll solve it through binding arbitration, which PRO RFP Inc. will organize. This means we agree to let a neutral third-party make the decision, instead of going to court. 

26.1.2 Costs On You: 

You, the Vendor, will need to cover the arbitration costs, which could be up to 25% of the amount you’re disputing. 

26.1.3 Pay Before We Proceed: 

You’ll need to pay these arbitration costs upfront. If you don’t, we might have to delay or even cancel the arbitration. 

26.1.4 Where And How: 

The arbitration will happen where we decide, following our own rules which might be different from standard procedures. 

26.2 Law and Order: Governing Law and Courts 

26.2.1 Nebraska’s Laws Apply: 

Our agreement is under Nebraska law. This helps keep things consistent, no matter where you’re from. 

26.2.2 Omaha’s Courts for Legal Actions: 

If things go beyond arbitration, any legal cases must be brought in Omaha, Nebraska. You agree to this by signing up with us. 

26.3 Keeping Things Flexible: Changes and Costs 

26.3.1 Change Is Possible: 

We can update these terms if needed. We’ll make sure you’re in the loop if we do. 

26.3.2 Covering Legal Fees: 

If there’s a legal fight, and it’s about enforcing this agreement or defending against your claims, you’ll need to cover our legal costs. 

26.4 The Whole Picture: The Full Agreement 

26.4.1 This Is It: 

Everything we’ve agreed to is in this document, including all the details in the statement of works, exhibits, and any changes we make. It replaces any past agreements or discussions. 

26.4.2 Staying Valid: 

If part of this agreement doesn’t hold up legally, the rest still stands. We aim to keep everything clear and enforceable across the board. 

27 UPDATING OUR TERMS: FLEXIBILITY FOR CHANGE 

27.1.1 We Can Change Terms: 

PRO RFP has the right to update or change the terms at any point, and we don’t always have to notify you in advance. 

27.1.2  Your Agreement: 

By taking on a statement of work or continuing your services, you’re automatically agreeing to the latest terms, which you can always find on our website at www.prorfp.com/terms-and-conditions. 

27.1.3 Stay Informed: 

It’s your job to keep up with any changes to our terms and conditions, including any updates to privacy policies or related documents. We’ll aim to highlight any changes on our statements of work for 72 hours after updates are made. 

27.2 Sticking to Decisions, The Power of No Waiver: 

27.2.1 No Changes Without Writing: 

A waiver on any of our rights or rules isn’t valid unless we’ve signed it off. Just because we don’t enforce a rule right away doesn’t mean we’ve waived our right to do so. 

27.2.2  Rights Are Cumulative: 

Our rights add up; using one doesn’t affect our ability to use another. Everything available under the law is still on the table for us. 

27.3 Sharing Responsibilities, Assignment Rules: 

27.3.1 No Passing The Buck Without OK: 

Neither of us can transfer our responsibilities or rights under these terms to someone else without the other’s written consent. However, PRO RFP can transfer this agreement without your consent if there’s a major change in our company, like a merger. 

27.3.2 Who Benefits: 

This agreement benefits and binds us and our successors or any entities we approve. It’s not for anyone else’s benefit. 

27.4 Making It Last: 

Survivability and Force Majeure 

27.4.1 What Lasts: 

Even if our agreement ends, some parts are meant to keep going, and they will. 

27.4.2 Unexpected Events: 

If something out of our control delays or stops either of us from meeting our obligations (like natural disasters, wars, or government actions), it’s not considered a breach of this agreement. We’ll let each other know within 3 days of such an event and try our best to get things back on track. If the issue lasts more than 90 days, the unaffected party can end this agreement with a 10-day notice. 

28 HOW TO REACH US: NOTICE REQUIREMENTS 

28.1 Sending Notices: 

If you need to send us a notice or any communication related to our agreement, you can do so by mail, email, or through a professional delivery service. Here’s how to make sure it gets to us: 

28.1.1 Mail: 

Send it to PRO RFP, Inc., 221 N. Broad Street, Suite 3A, Middletown, DE 19709, with attention to PRO RFP SUPPORT. 

28.1.2 Email: 

Direct it to help@prorfp.com. 

28.1.3 Delivery Service: 

Use a recognized company that specializes in document or package delivery. For You: We’ll use the contact details you provided in your Vendor Application to reach out to you. 

28.1.4 When It Counts: 

A message is considered delivered when it arrives or, if emailed, the day after it’s sent. This ensures both parties are always in the loop and can act or respond as needed. By completing your vendor application or accepting a Statement of Work on behalf of Pro RFP, you are agreeing to these terms, both PRO RFP and you, the Vendor, have made this agreement official, starting from the date we both agreed to start working together. 

29 EXHIBIT A: INSURANCE REQUIREMENTS, A SIMPLE GUIDE: 

29.1 Accord Form Requirements: 

29.1.1 Download: 

Get our sample Accord Form here (https://prorfp.com/download/pro-team-insurance-requirements). 

29.1.2 Format: 

Use the “Occurrence Form” for coverage; “Claims Made” basis is not accepted. 

29.1.3 Details: 

Your certificate should list any deductibles or self-insured retentions, which need our prior approval. 

29.2   General Liability: 

29.2.1 Coverage: 

A minimum of $1,000,000 per occurrence, including blanket contractual, broad form property damage, personal injury, products/completed operations, and independent contractor’s liability. 

29.2.2 Limits: 

At least $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. 

29.3 Umbrella Policy: 

29.3.1 Minimums:

$2,000,000 per occurrence and in aggregate. 

29.4 Auto Coverage: 

29.4.1 Amount: 

A combined limit of $1,000,000 for owned, hired, and non-owned vehicles. If you don’t own vehicles, you still need $1,000,000 for non-owned and hired auto liability.

 29.5 Workers’ Compensation: 

29.5.1 Coverage: 

As per law, with $1,000,000 for each accident or disease and a $1,000,000 policy limit. 

29.5.2 Waiver:

A subrogation waiver against PRO RFP and its customers is required, shown in an attached endorsement. 

29.6   Certificate of Insurance (COI): 

29.6.1 Description:

Must state PRO RFP and its affiliates, directors, officers, employees, and customers as Additional Insureds. 

29.7   Endorsements Needed:

Additional Insured Endorsement for PRO RFP and its customers. Ongoing and Completed Operations for General Liability. Primary and Noncontributory for General Liability. Waiver of Subrogation for General Liability, Auto, and Workers’ Compensation. 

29.8   Certificate Holder:

29.8.1     Address:

PRO RFP, Inc., 221 N. Broad Street, Suite 3A, Middletown, DE 19709. 

29.9   Insurance Rating: 

29.9.1 Standard:

Carriers must have a minimum A-VII rating by AM Best. 

29.10 Note:

Providing the required insurance does not limit your obligation to indemnify PRO RFP as detailed in the indemnification clause. Failure to comply or provide the correct ACORD form will result in withholding payments until full compliance is achieved.