The Janitorial Agency | Basic Program Service Agreement

THE JANITORIAL AGENCY BASIC PROGRAM SERVICE AGREEMENT
"Your Road to Total Business Development"
THIS BASIC PROGRAM SERVICE AGREEMENT (this "Agreement") is made and shall be effective as of
("Effective Date"), by and between ("CUSTOMER"), and THE JANITORIAL AGENCY SERVICES CORPORATION a Michigan Corporation (the "COMPANY"). The commencement date for this Agreement is
("Effective Date").
1. Services: COMPANY will provide CUSTOMER with the services and training and business platform more particularly described in Exhibit A. In consideration of the “services” to be provided by COMPANY hereunder, CUSTOMER shall pay COMPANY the fee set forth in this Agreement. The fee will be used for CUSTOMER training, business development models, website development, logo development consulting, and planned marketing for the CUSTOMER and administrative costs and therefore is nonrefundable. It is understood that this Agreement is not a franchise agreement.
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2. Performance and Warranties: COMPANY agrees and guarantees to train and market CUSTOMER in order to obtain contract opportunities which CUSTOMER agrees to purchase under separate purchase agreements with COMPANY. CUSTOMER shall accept the contracts offered by the COMPANY whether during walkthrough training or the business volume opportunity development phase as applicable. CUSTOMER agrees to pay up to but not limited to a 20% commission on all contracts provided pursuant to a separate written commission agreement with COMPANY. The commission is calculated based upon a 24 month billing revenue provided by COMPANY. In the event a contract between CUSTOMER and a business volume opportunity party is lost for reasons not related to CUSTOMER performance, lack of trustworthiness or other event not in the control of CUSTOMER, then section (a) below may apply. In the event a contract provided by COMPANY is lost by the CUSTOMER, COMPANY will if required by paragraph (a) directly below, provide CUSTOMER with documentation stating the reason for the loss of the contract and appropriate action will commence at that time, if applicable, pursuant to paragraph (a).
(a) If cancellation of a contract provided by COMPANY occurs within 180 days of a CUSTOMER’contract with a business opportunity party, (janitorial client), and the same is not the fault of the CUSTOMER as set forth above, then only in that event, the entire portion of the applicable business volume opportunity will be replaced by COMPANY to the CUSTOMER.
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3. Compensation To COMPANY: In consideration for the training, business development assistance, website development, logo development, and consulting and other services provided, as set forth herein and the efforts necessary and required through marketing and advertising and the use of COMPANY’s network, and in consideration of the administrative and other services provided by the COMPANY, CUSTOMER agrees to pay COMPANY the following fee:
(a) $7,900.00 in cash, US Dollars, upon execution of this Agreement.
(b)There shall be no rebate or refund of any portion of the fee paid by CUSTOMER, provided
however that CUSTOMER may have the right to demand a payment from COMPANY as set
forth in the provision made in paragraph 4 of this Agreement.
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4. Business Volume Opportunities: COMPANY agrees to guarantee business volume opportunities to CUSTOMER in accordance with the provisions set forth in this Agreement. Initial business volume opportunities may be provided to CUSTOMER during the CUSTOMER’s walkthrough training provided by COMPANY and thereafter within six months of the CUSTOMER’s successful completion of all of the training programs provided and required by this Agreement, and provided that all other terms and requirements, including all payments are made and satisfactorily completed by CUSTOMER. Business volume opportunities provided to CUSTOMER during the walkthrough training shall be counted toward the minimum business volume opportunities to be provided by the COMPANY to CUSTOMER as hereinafter set forth in this Agreement and are subject to the terms and provisions contained within Paragraph 2 above. COMPANY, at its sole discretion, may provide business volume opportunities to CUSTOMER at any time at COMPANY’s discretion, which business volume opportunities shall also be subject to the terms and provisions regarding same as set forth in this Agreement, to include Paragraph 2 above.
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(a) COMPANY will provide minimum business volume opportunities to CUSTOMER in the amount of $32,000.00 in potential gross contract revenue, see paragraph 2 above. Subject to and including the business volume opportunities provided to the CUSTOMER during Walkthrough Training, once CUSTOMER has fulfilled all of its training and payment obligations to COMPANY as required by this Agreement, and obtained final certification, the 6 month fulfillment period shall commence and additional business volume opportunities will be provided to CUSTOMER to satisfy the minimum business volume opportunities of the COMPANY to CUSTOMER as set forth above. Obligations of CUSTOMER include satisfactory completion of all COMPANY training programs; see Paragraphs 5 and 6 below.
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(b)If CUSTOMER completes all training required and all other requirements of this Agreement to include the walkthrough training and making all payments to COMPANY, but has not received the total minimum business volume opportunities as set forth in the Agreement 4 months after CUSTOMER’s final certification, the CUSTOMER must, in writing, sent through the U.S. Postal Service, postage paid, provide written notice to the COMPANY of same, with the request to fulfill said business volume opportunities within 30 days prior to the expiration of the 6 month fulfillment period. If COMPANY fails to provide CUSTOMER with the required minimum business volume opportunity within 6 months of the final certification and same is not the result of the actions or omissions of the CUSTOMER, the COMPANY upon CUSTOMER’s demand will pay to CUSTOMER an amount equal to the percentage of business volume opportunity not acquired. For example, if COMPANY has provided $16,000.00 of the required $32,000.00 of business volume opportunity by the end of the fulfillment period and provided that CUSTOMER provided COMPANY with the required written notice, CUSTOMER shall be entitled to request payment from the COMPANY of $3,950.00.
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5. Certifications: : The CUSTOMER’s certification has been completed when all training programs required by this Agreement have been satisfactorily completed by CUSTOMER and when all payments have been received by COMPANY; at that time CUSTOMER shall receive a final certification. COMPANY reserves the right to reasonably deny CUSTOMER certification as COMPANY deems reasonable in its discretion. For any training program, COMPANY requires a minimum 80% (eighty percent) passing score on examinations and satisfactory completion of all other training to include the requirements related to the walkthrough training as set forth herein.
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6. CUSTOMER Responsibility: CUSTOMER must cooperate with COMPANY and timely provide website content, logo ideas, suggestions for website, and provide other information as directed by COMPANY from time to time to include unique selling propositions, mission statements, competitive advantages and other information deemed necessary by COMPANY in promoting and marketing CUSTOMER. (Your website will require a reasonable annual service charge, cost of hosting and cost of domain, which you will be required to pay COMPANY at least 30 days in advance.) CUSTOMER agrees to timely follow all requests and requirements required and requested by the COMPANY given for the development of website and marketing materials in order to adequately promote CUSTOMER’s business. CUSTOMER shall adhere to COMPANY’S policies/procedures manual.
(a) It is the sole responsibility of CUSTOMER to successfully complete all training required by COMPANY. Walkthroughs may only be conducted by those who have been trained and authorized by COMPANY: authorization requires written approval from a COMPANY member.
(b) Walkthrough Training is the process of COMPANY providing CUSTOMER opportunities to acquire janitorial contracts and is not the complete and final certification of the CUSTOMER by the COMPANY which will not be granted until CUSTOMER fulfills and completes at least 30%
closing of all of the business volume opportunities provided by COMPANY to CUSTOMER during the Walkthrough Training, the same which must be closed by CUSTOMER within 90 days of the walkthrough. CUSTOMER must close at least 30% of the first 10 business volume opportunities provided by COMPANY to CUSTOMER, which again CUSTOMER must close within 90 days of the walkthrough. If CUSTOMER fails to close 30% of its initial 10 business volume opportunities, they will be subject to termination or additional training pursuant to the Agreement.
- Walkthrough Training also requires CUSTOMERS to provide to COMPANY audio recordings of each walkthrough provided by COMPANY and faxing to COMPANY the required walkthrough surveys. If CUSTOMER does not obtain and remit recordings and surveys to COMPANY as required, CUSTOMER will not continue to receive further Walkthrough Training or business volume opportunities.
- CUSTOMER will fail the Walkthrough Training if CUSTOMER does not provide to COMPANY all audio files and walkthrough surveys within 24 business hours of the walkthrough. If CUSTOMER fails Walkthrough Training (Business Volume Opportunity Training), COMPANY may, if it chooses, allow CUSTOMER to continue training under certain terms which may require CUSTOMER to pay to re-take walkthrough training.
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(c) If CUSTOMER fails to meet the eighty percent success requirements on exams or the (30%) thirty percent requirement on walkthrough training, CUSTOMER will be required to retake each class until they are able to pass the examination or participate in additional walkthrough training as requested and required by the COMPANY. Select books and walkthrough training materials may be required for completion of all training programs. Cost for all additional required readings, walkthrough training, walkthrough training materials, and audio recording devices are at the expense of CUSTOMER.
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(d) Once any portion of training is completed and CUSTOMER requests additional training CUSTOMER will be charged additional fees at the discretion of the COMPANY. These fees will be billed for immediately upon request of additional training. CUSTOMER is responsible to remit immediate payment for these fees at the discretion of COMPANY. If CUSTOMER requests consulting by a COMPANY agent, CUSTOMER must do so by appointment only. CUSTOMER must request an appointment and COMPANY will do its best to schedule an appointment for CUSTOMER at the earliest time available.
(e) CUSTOMER understands and agrees that he is solely responsible for the services and results of services and success of services performed at any and all locations where janitorial maintenance is performed by CUSTOMER pursuant to the Agreement or related Commission Agreement. CUSTOMER is solely responsible for each account opportunity it obtains.
(f) If CUSTOMER should decide not to continue servicing an account (a business volume opportunity contract provided by COMPANY through walkthrough training or otherwise), CUSTOMER does so at his sole loss and is not entitled to replacement volume or any refund under this Agreement or any related Commission Agreement between the parties. Again, CUSTOMER shall accept all business volume opportunities contracts provided by COMPANY during walkthrough training and the business volume opportunity fulfillment period. Termination of an account within the first six (6) months for reasons beyond the control of the CUSTOMER are dealt with as described in paragraph 2 of this Agreement.
(g) CUSTOMER will be required to make all payments due and complete all training courses required in consideration for receiving the business volume opportunities. It is the responsibility of CUSTOMER to request, in writing, the training services as CUSTOMER wants them when applicable. COMPANY reserves the right to email training documents to CUSTOMER with or without the request of CUSTOMER.
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7. Security/Confidentiality: During the performance of the services provided by COMPANY, COMPANY shall take all reasonable precautions to guard the confidentiality of CUSTOMER records and information, and shall limit access to records and information of CUSTOMER to COMPANY’s authorized employees only, and COMPANY shall inform all such authorized personnel of the confidential nature of records and information of CUSTOMER and of applicable laws and policies regarding the security of communication.
8. CUSTOMER Success: It is fully understood and agreed that the CUSTOMER is the independent owner of his/her/its own janitorial business operated in conjunction with this Agreement and is solely responsible for the success and/or failure of that business: COMPANY cannot and does not make any
guarantees as to any amounts CUSTOMER can earn or as to the success of CUSTOMER’s business. COMPANY will consult and help customer establish a successful business model through CUSTOMER’s training and CUSTOMER is encouraged to generate additional janitorial accounts for their janitorial business through CUSTOMER’s own efforts. CUSTOMER may identify prospective accounts and bid on those other janitorial accounts so long as they do not compete with COMPANY’s prospective business volume opportunities for CUSTOMER. CUSTOMER is responsible for understanding all COMPANY policies which are subject to change. All policy changes will be sent via email which CUSTOMER is responsible for compliance.
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9. CUSTOMER Not an Agent or Employee: CUSTOMER is and shall remain at all times completely an independent contractor in business for himself, and shall have no right or interest in any of the COMPANY’s property or business. CUSTOMER shall be free to conduct its/his/her business as it/he/she
may deem best in providing the services to the janitorial clients so long as CUSTOMER provides services free of fault and independently of the supervision, management and control of COMPANY. CUSTOMER agrees to abide by all federal, state and local laws and ordinances of all government agencies or political
subdivisions thereof having jurisdiction over the janitorial client’s premises or the activities conducted by CUSTOMER.
(a)CUSTOMER is not precluded from providing janitorial services outside of COMPANY’s system, but is subject to the prohibitions set forth in this Agreement or otherwise on use of the COMPANY marks, COMPANY supplied forms and materials and any other confidential information, and any reference to COMPANY in dealings with those accounts. CUSTOMER shall identify themselves and initially be identified by COMPANY as a member of the “COMPANY network” but not identify themselves as the COMPANY or agent of the COMPANY. CUSTOMER shall be responsible for all personnel self-employment taxes, income taxes, payroll withholding taxes and all other taxes and CUSTOMER shall assume full responsibility for social security and all insurances required to be withheld and for worker’s compensation as required by law.
10. Indemnification: CUSTOMER shall be responsible for all losses, damages, expenses, liabilities, costs to include damage to property, and injuries to persons arising out of or connected with the performance of CUSTOMER’s services to the janitorial customer accounts, including any claimed damages for breach of security, theft or any other acts of wrong doing by CUSTOMER. CUSTOMER shall obtain janitorial bonding, general liability insurance, worker’s compensation insurance, if required, and automobile liability insurance and other insurance as required from time to time, and shall provide COMPANY with proof of coverages on demand. Such insurance shall have minimum limits of liability as directed by COMPANY or the janitorial client from time to time. CUSTOMER agrees to defend and hold harmless and unconditionally indemnify COMPANY of any and from all liability, demands, claims, costs, obligations, suits, damages and expenses, including attorney’s fees, which COMPANY may at any time suffer or sustain or become liable for by reason of any damage or injury of either persons or property or both arising out of any act or failure to act by CUSTOMER, or as a result of a failure(s) to perform such services for the janitorial account or as a result of alleged negligence in the performance of such services.
11. CUSTOMER Payments/Forfeiture: CUSTOMER agrees to make all payments due COMPANY on time and in accordance with the terms of this Agreement and any other separate or related agreements between the parties to include any promissory note and all commission agreements and related exhibits, and CUSTOMER recognizes and agrees that any failure on the part of the CUSTOMER to make payment(s) as required shall give COMPANY, at its sole discretion, the immediate right to declare a default, declare forfeiture and to terminate this Agreement immediately and retain all sums previously paid to COMPANY by CUSTOMER, plus, COMPANY also shall have the right to collect all amounts due or payable through any other agreements between the parties at the time of termination. If monies are due and COMPANY hires an attorney for collection of monies for a default in payment for the breach of any other of the terms of this Agreement or defend a CUSTOMER claim in a court proceeding, CUSTOMER shall be liable for all applicable collection fees and costs to include attorney fees.
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12. Default and Termination: This Agreement may be terminated by either the COMPANY or the CUSTOMER.
(a) By COMPANY: This Agreement may be terminated by COMPANY upon its issuance of a written notice of default and termination for any of the following:
(i) If CUSTOMER defaults in making the timely payment of any payment due COMPANY under this Agreement or related agreement to include any Promissory Note and Commission Agreement and said payment or payment’s are not received by the COMPANY within 5 days of the date which the payment was due;
(ii) If CUSTOMER wrongfully terminates this Agreement or Commission Agreement, or commits any other defaults or breaches of any of the terms of this Agreement, to include any of the training requirements.
(iii) CUSTOMER shall be in default under this Agreement if CUSTOMER, as part of the walkthrough training, does not provide COMPANY all walkthrough audio files and walkthrough surveys within 24 business hours of the completion of a walkthrough provided by COMPANY. If CUSTOMER does not complete or participate in a scheduled walkthrough provided by COMPANY, CUSTOMER has defaulted under the terms of this Agreement and
the Agreement shall be terminated at the discretion of COMPANY.
(iv) If CUSTOMER becomes insolvent or shall be adjudicated as bankrupt or if its business shall come into possession or control, even temporarily, of any trustee in bankruptcy, or if a receiver shall be appointed for it, or should a general assignment for the benefit of creditors be made;
(v) If CUSTOMER assigns or transfers or purports to assign or transfer this Agreement or any right, interest or obligation herein to a third party without first obtaining the COMPANY’s advance written consent;
(vi)If CUSTOMER infringes or wrongfully uses any documentation, models, confidential information or any of the COMPANY’s marks, trademarks or trade names contrary to the terms of this Agreement;
(vii) If CUSTOMER does not respond to COMPANY’s communications and demands via phone and/or email, which ever COMPANY chooses, within 24 business hours of COMPANY’s initiation of same to CUSTOMER, CUSTOMER will be considered in default and breach of this Agreement and will be subject to termination if:
(aa). CUSTOMER does not cure or respond in writing within 2 business days of the COMPANY’s communications or
(bb). CUSTOMER commits a second occurrence of the same kind during the term of this relationship.
(viii). If CUSTOMER fails to accept, refuses or terminates a janitorial client contract provided by COMPANY to CUSTOMER during the walkthrough training phase or the 6 month fulfillment period of time, which janitorial contract was provided to CUSTOMER as a business volume opportunity by COMPANY under the terms of this Agreement.
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By CUSTOMER:
(ix) CUSTOMER may terminate this Agreement or any related agreement with COMPANY only by providing a 30 day written notice to COMPANY by United States Postal Service, postage pre-paid. CUSTOMER’s termination shall not relieve CUSTOMER of its financial obligation and CUSTOMER shall still be required to and must pay all monies due to COMPANY under this Agreement and/or any separate and/or related written agreement between the parties, to include any Promissory Note and Commission Agreement, upon such termination.
(b) Upon default and/or termination of this Agreement or any such separate and related agreement for any reason, CUSTOMER shall be required to immediately pay to COMPANY all monies due COMPANY pursuant to the terms of this Agreement and/or other agreements made between the parties. COMPANY shall have no further obligation to provide any additional amount of business volume opportunities, refund any fee, or provide any further service to CUSTOMER upon default by CUSTOMER and/or the termination of this Agreement.
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(c) Upon default and/or termination of this Agreement or any such separate and related agreement for any reason, CUSTOMER shall be required to immediately pay to COMPANY all monies due COMPANY pursuant to the terms of this Agreement and/or other agreements made between the parties. COMPANY shall have no further obligation to provide any additional amount of business volume opportunities, refund any fee, or provide any further service to CUSTOMER upon default by CUSTOMER and the termination of this Agreement.
13. Entire Agreement / Amendments: This Agreement contains all of the terms and conditions agreed to by the parties hereto regarding the subject matter herein and there are no verbal or other representations, warranties, statements or agreements not contained within this Agreement of which
CUSTOMER is relying upon. This Agreement may not be modified or amended except by a written document executed by both parties.
14. Assignment: This Agreement shall be assignable by COMPANY. CUSTOMER may assign this Agreement only with the written consent of the COMPANY, which consent shall not be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, successors and assigns.
15. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
16. Policy and Administrative Changes: It is understood that COMPANY may make changes in training, certification requirements, policies and procedures at any time. Such changes may be influenced by CUSTOMER needs, prevailing business conditions, local, state and federal laws. COMPANY will
report changes to the CUSTOMER in writing and CUSTOMER shall be responsible for complying with same immediately. If these changes are not complied with, CUSTOMER has defaulted under the terms of this Agreement. CUSTOMER agrees that COMPANY may issue policy changes which must be implemented and followed immediately, and is deemed to be properly given through email service to CUSTOMER.
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17. Waiver / Severability: In the event any court shall hold any clause or portion of this Agreement invalid, it is understood and agreed that such invalid clause or portion thereof shall have no affect upon the validity of any other portions and provisions of this Agreement.
18. Interpretation: CUSTOMER and COMPANY agree that this Agreement shall be considered and deemed co-drafted by both CUSTOMER and COMPANY and in the event there shall be deemed any provision within the Agreement to be ambiguous, said provision shall not be interpreted against the
COMPANY. CUSTOMER has had the opportunity to review the terms of this Agreement with an attorney of his/her/its choosing.
19. Governing Law/Venue: This Agreement shall be governed by the laws of the State of Michigan both as to interpretation and performance, without regard to Michigan’s choice of law requirements. CUSTOMER agrees that in the case of any dispute of this Agreement, any and all legal action and litigation by either party shall be filed in the state courts in Michigan, County of Eaton or Ingham. CUSTOMER will be responsible for all attorney fees incurred by COMPANY as a result of any such legal proceeding.
20. Notices: Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when served in writing, when deposited in the United States Mail, postage prepaid, to the party at the address set forth below. COMPANY also has the right to use email services to provide all notices required by this Agreement. Either party may change its address by written notice in accordance with this paragraph. It shall be the responsibility of CUSTOMER to maintain and provide to COMPANY any up-to-date or change of address for CUSTOMER.
21. Acknowledgment: CUSTOMER acknowledges that he/she/it has carefully read and understands all of the terms and provisions contained within this Agreement and after having the opportunity to consult with legal counsel has signed below to acknowledge and witness consent and agreement to
same.
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22. This Agreement and contract between the parties will commence once this Agreement has been initialed and signed by the CUSTOMER and signed by the COMPANY and the effective date of same shall be as set forth above.
IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of the day and year first above written.
EXHIBIT A
TO SERVICE AGREEMENT
(”SERVICES”)
Services include but are not limited to: branding service training, web design consulting, logo development consulting, COMPANY training platform access, and consulting services.
COMPANY shall provide and CUSTOMER agrees to complete all training including but not limited to:
- Training to be conducted at TJA office
- This training consists of, but is not limited to ensuring that CUSTOMER is prepared for
walkthrough training, implementation of techniques which are responsible for successful business
relationship development and customer services.
- Training visit shall be conducted at the closest COMPANY location to the CUSTOMER’S
geographic location, and all expenses incurred for travel, lodging, and meal stipends are the sole
responsibility of the CUSTOMER. The visit to the COMPANY office must be completed before
CUSTOMER can begin Walkthrough Training (Business Volume Opportunity Training), however
COMPANY reserves the right in its sole discretion to provide the Walkthrough Training at any
time.
- Janitorial Industry Training
- This training refers to the completion of several industry training videos which requires
examination.
- Training videos to be completed via internet.
- Branding and Proposal
- This training refers, in part, to the way COMPANY shall prepare CUSTOMER for marketing
strategies and mixes.
- Development of a Proposal is required and feedback and ideas from CUSTOMER is necessary
in its development.
- Understanding the proper use, explanation of services, how to include “unique selling
proposition”, mission statement, and presentation behind your proposal.
- Operations Training
- This training refers to the training/consulting required in the development of training manual,
operations manual, business plan, marketing plan and employee handbook.
- If CUSTOMER has previously developed these manuals and/or documents, CUSTOMER may send these to COMPANY for consulting, and upon
approval receive credit for this training segment.
- Sales Training
- Consists of learning the techniques necessary to acquire business in the commercial client field.
- Business Management Training and Consulting
- This training consists of learning to manage employees and/or contractors who perform the
cleaning and quality control systems for your company. Most of this training requires a mix of
consulting depending upon CUSTOMER’s experience and current business acumen.
- Walkthrough Training (Business Volume Opportunity Training)
- Implementation of all sections of training in addition to new training concepts are required during
this section of training.
- CUSTOMER shall learn to use walkthrough surveys, and audio recorders (for training purposes).
- CUSTOMER shall learn to implement quality control methods.
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The breakdown of the costs/values COMPANY has assigned (the initial fee) in the production by COMPANY for the elements of the Basic Entrepreneur Program are as follows.
- Initial Orientation/Consulting Process.............................$900.00
- Video Training Courses.........................................$3,000.00
- Logo Design/Development....................................$500.00
- Website Design/Development............................... $3,500.00
Total: $7,900.00
Much of the above training and services can be provided to you within the first few weeks of the beginning of your Program pursuant to the Agreement: that is, once your Agreement is signed and returned and your payment to COMPANY is made. As set forth in your Agreement, there are no refunds to you for any of the training and services that you have contracted to be provided to you pursuant to the Agreement. Please contact us in writing with any questions you may have in regard to the costs/values associated with your Program and/or Agreement.
SERVICES: Training, Consulting
COMPANY may provide certain time goals for CUSTOMER in order to provide a road map for success; however it is fully understood that neither the COMPANY nor the CUSTOMER is obligated or required or bound by any time goals in this regard; CUSTOMER is self paced. It is fully understood that CUSTOMER agrees to follow all policies and procedures required in the completion of all training through COMPANY. CUSTOMER is responsible for communicating in writing with COMPANY of his/her needs in order to successfully fulfill training courses required.
CUSTOMER must have access to the internet in order to complete training.
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