Concierge Service Agreement

Terms and Conditions of Service for Concierge Services

Applicability. These terms and conditions for services (these “Terms“) are the only terms that govern the provision of services by _________________ (“Conceirge“) to the individual subscribing for the Services (“Client”). The Client’s order confirmation (the “Order Confirmation“) and these Terms (collectively, this “Agreement“) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order Confirmation, these Terms shall govern.
Services. By executing the Order Confirmation, Client hereby engages Concierge to provide the Client with services including, but not limited to: home care management, home and property management, personal assistance, errands, travel support and other services that the parties may agree to from time to time (collectively, the “Services“). Concierge shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.
Third Parties. Concierge may contract with third parties as needed to provide the Services. Concierge may share Client information with third-party service providers to the extent necessary to perform the Services. Where appropriate, Client will contract with and pay directly any third-party that Concierge may procure, coordinate, oversee or manage on Client’s behalf, provided that the Client authorized Concierge in advance to procure such third-party goods and services. Concierge makes no warranty regarding services provided by a third party.
Exclusive Agreement. Client understands that Concierge is party to an exclusive agreement with Kennedy Care Ann Arbor, LLC (“KennedyCare”) whereby KennedyCare will provide all in-home care services to Client and Concierge is obligated to use KennedyCare as the sole and exclusive provider for in-home care services and any other products or services KennedyCare offers. Any in-home care services provided by KennedyCare will be subject to KennedyCare’s Terms and Conditions, a copy of which can be found here: link
Fees and Expenses.
- Client understands and acknowledges that fees for the Services will be as follows:
  - (i). Subscription Fee. Client will be billed a subscription fee for access to Concierge (“Subscription Fee”). The Subscription Fee will be billed monthly, payable in advance of the first day of each month and will be due and payable regardless of the actual amount of concierge services used. The Subscription Fee includes up to four (4) hours per month of concierge services. The Subscription Fee will be prorated for partial months.
  - (ii). Hourly Fee. In addition to the Subscription Fee, Client will be billed on an hourly basis for all concierge services exceeding the four (4) hours of concierge services included in the Subscription Fee (“Hourly Fee”). The Hourly Fee will be billed in thirty (30) minute increments for in-person services and fifteen (15) minute increments for remote services. Hourly Fees will be billed monthly, in arrears, due and payable on the fifteenth day of the month succeeding the month in which such Hourly Fees were incurred.
  - (iii). Client will be responsible for reimbursing Concierge for the cost of all expenses incurred in connection with Concierge’s provision of the Services, including but not limited to a fee of $0.56/mile for all travel in excess of the distance of Concierge’s normal commute from its home or place of business to Client’s home. Expenses will be billed monthly, in arrears, due and payable on the fifteenth day of the month succeeding the month in which such expenses were incurred.
- Fees to Third Parties. To the extent services are performed by third parties, including, without limitation, KennedyCare, Client will be solely responsible for arranging for payment of such third party service providers, in accordance with such third party’s terms and conditions.
- Concierge may change any fees under this Agreement at any time upon 30 days’ notice to Client.
Payment. Payment is due within 30 days the invoice date. All late payments shall bear interest at a rate of 3% per month, calculated daily and compounded monthly. In addition to all other remedies available under this Agreement or at law (which Concierge does not waive by the exercise of any rights hereunder), Concierge shall be entitled to suspend the provision of any Services if Client fails to pay any undisputed amounts when due hereunder and such failure continues for 3 days following written notice thereof. Payment options are credit or debit card (Visa, MasterCard, American Express) and pre-authorized direct debit. All payments are non-refundable.
Termination. Either party may terminate the Services at any time, effective immediately upon written notice to the other party. In the event that Concierge terminates this Agreement and Client wishes to retain concierge and/or in-home care services, Client agrees to provide KennedyCare and its affiliates the right of first refusal to continue providing these services to Client. This does not extend to additional third party service providers and services arranged by Concierge.
Limited Warranty. Concierge warrants that it shall perform the Services (a) using personnel of required skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. CONCIERGE (x) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (y) DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability. IN NO EVENT SHALL CONCIERGE BE LIABLE TO CLIENT FOR ANY LOSS, DAMAGES OR CLAIMS THAT ARISE OUT OF CONCIERGE’S PROVISION OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE PROVISION OF TRANSPORTATION SERVICES, OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT CONCIERGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL CONCIERGE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CONCIERGE IN THE ONE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Release. Client acknowledges that its use of the Services, including without limitation transportation services, involves the risk of serious injury, disability, death and property damage. Client hereby expressly waives and releases any and all claims, now known or hereafter known, against Concierge, and its officers, directors, managers, employees, agents, subcontractors, affiliates (including without limitation KennedyCare), shareholders/members, successors, and assigns (collectively, “Releasees“), on account of injury, illness, disability, death, or property damage arising out of or attributable to the Services, whether arising out of the ordinary negligence of Concierge or any Releasee or otherwise. Client covenants not to make or bring any such claim against Concierge or any other Releasee, and forever releases and discharges Concierge and all other Releasees from liability under such claims. This waiver and release does not extend to claims for gross negligence, willful misconduct, or any other liabilities that Michigan law does not permit to be released by agreement.
Dispute. In the event of a dispute between the parties, the parties will work in good faith to resolve the dispute. Concierge agrees to use reasonable efforts to give warning and seek resolution of the dispute before resorting to termination of the Services.
Client Expectations. Client agrees to adhere to the health and safety conditions outlined in the Client Information Packet.[2]
General.
- Each party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other party at the addresses set forth on the Client’s intake form.
- This Agreement and all matters arising out of or relating to this Agreement are governed by the laws of Michigan, without giving effect to any conflict of laws provisions thereof. Either party shall institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state courts in each case located in Ann Arbor, Michigan. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B) WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE FORUM IS NOT CONVENIENT; (C) WAIVES ANY RIGHT TO TRIAL BY JURY; AND (D) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT, OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY MICHIGAN LAW.
- The terms and conditions in effect as of the date of the Order Confirmation will govern the relationship of the parties for the duration of the Services, unless and until Client executes a new Order Confirmation agreeing to be bound by any updated version of this Agreement. The parties may amend the Services at any time by execution of a new Order Confirmation.
- No waiver of any right, remedy, power, or privilege under this Agreement (“Right(s)“) is effective unless contained in a writing signed by the party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. The Rights under this Agreement are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.
- Client may not assign or transfer its right to receive the Services without the prior written consent of Concierge. Any purported assignment or delegation in violation of this Section shall be null and void.
- This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. Except for the parties, their successors and permitted assigns, there are no third party beneficiaries under this Agreement.
- Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of the Services, will survive such expiration or termination for the period specified therein, or if nothing is specified for a period of 12 months after such expiration or termination.