CLIENT SERVICES AGREEMENT
PLEASE CAREFULLY READ THE TERMS AND CONDITIONS BEFORE CLICKING THE “ACCEPT” BUTTON FOR THIS AGREEMENT. CLICKING AND ACCEPTING INDICATES THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER (“YOU” OR “YOUR”), AND YOU AND YOUR EMPLOYER HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
For purposes of this Agreement only, you understand that First Intelligence Group (FIG) an operating company of Robinson, Wells, and Wright, LLC is a consumer reporting agency and provides consumer reports and investigative consumer reports (“Background Reports”) as defined by the Fair Credit Reporting Act (“FCRA”). First Intelligence Group will furnish you with Background Reports for employment background screening of applicants (“Applicant”), conditioned upon your compliance with this Agreement and fulfillment of all your obligations (including payment) under this Agreement (and any other agreements you and FIG may have).
This Agreement (the “Agreement”) is entered into by and between Robinson, Wells, & Wright LLC dba: First Intelligence Group (www.firstintelligencegroup.com) its subsidiaries and affiliated companies, and the (“Customer”). Affiliate shall mean any business entity that controls, is controlled by or is under common control with a party. This agreement for service is made and entered into this day and year between FIG and Customer whose name and principal place of business is recorded with the files stored at the principal offices of FIG or an electronic medium. WHEREAS, Customer plans to order from FIG, certain services for employment, tenancy, volunteer, or due diligence purposes , which include Consumer Reports and Investigative Consumer Reports as defined under the Federal Fair Credit Reporting Act (“FCRA”) (collectively, “Background Reports”); WHEREAS, First Intelligence Group desires to sell such background reports and consultant services to Customer.
You understand that the provisions in this agreement (including warranty disclaimers and limitations on liability) represent an agreed upon price-risk allocation. FIG would not be able to offer you its current pricing structure but for this allocation.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, FIG and Customer hereby agree as follows:
1. Client agrees to do the following:
(a) Keep all Background Reports, whether oral or written, strictly confidential and restrict the use of the information in the Background Reports by Client and its authorized personnel to employment, placement and access to volunteer recruitment purposes by only those with a business need to know this information. No information from Background Reports will be given or resold to any other “person” or “user”. Subject to Section 3(b), if the Consumer, or his or her representative, requests Background Report information, that person may be referred to FIG for disclosure under the FCRA or other applicable laws.
(b) Hold FIG and its affiliated companies, and the officers, agents, employees, and independent contractors of FIG and its affiliates harmless on account of any expense or damage resulting from the procurement, use or publication by Client, or the employees or agents of the Client, of Background Report information contrary to the terms of this Agreement or contrary to state/federal law or regulation.
(c) Recognizing that information in Background Reports is secured from and processed by fallible sources (human and otherwise) and that for the fee charged, FIG cannot be either an insurer or a guarantor of the accuracy of the information reported; Client releases FIG and its Affiliates and the officers, agents, employees, and independent contractors of FIG and its Affiliates from liability for any negligence of third party furnishers of information in connection with erroneous information provided by such third parties.
(d) Client shall be responsible for all charges incurred, including applicable fees as well as charges resulting from Client’s errors in inputting data, duplicate requests, and errors in transmission. Invoices/Statements are due and payable within 15 days upon receipt and considered past due after thirty (30) days of date of invoice/statement. The fees for Background Reports are in addition to out of pocket expenses (pass through fees) including but not limited to registry fees, school transcripts, court fees, government fees, copy charges, delivery fees, access fees, and 900# fees to verify employment or education and other similar fees as well as any applicable taxes. FIG may charge a $2.00 fee per applicant for requests submitted manually, i.e. by facsimile or mail.
FIG reserves the right to revisit any Background Report fee if
(i) If Regulatory changes result in an increase of the charges for services; or
(ii) First Intelligence Group’s average disbursement fees/out of pocket expenses should increase by more than ten percent (10%).
(iii) At any time after 30 days, but no more frequently than annually
(e) Client acknowledges that FIG has provided the “Notice to Users of Consumer Reports”, attached hereto as Attachment A, which informs users of consumer reports of their legal obligations under the FCRA.
(f) Notify FIG if Client changes its name or address.
2. Client certifies that:
(a) It shall order Consumer Reports for employment and volunteer recruitment purposes only. In compliance with the FCRA, prior to ordering a report, Client shall make a clear and conspicuous disclosure in writing to the Consumer in a document that consists solely of the disclosure that a Consumer Report may be procured for employment or volunteer recruitment purposes. If the Consumer is a resident of the State of California, the disclosure shall also include the name, address and telephone number of the investigative consumer reporting agency conducting the investigation, the nature and scope of the investigation requested, and a summary of the provisions of §1786.22 of the California Code. Further, the Client shall have the consumer authorize in writing the procurement of all Consumer Reports. Client shall not use information contained in a Consumer Report in violation of any applicable federal or state equal employment opportunity law or regulation. The federal Fair Credit Reporting Act imposes criminal penalties – including a fine, up to two years in prison, or both – against anyone who knowingly and willfully obtains information on a consumer from a consumer reporting agency under false pretenses, and other penalties for anyone who obtains such consumer information without a permissible purpose.
(b) If Client chooses to take any adverse action based in whole or in part on the Consumer Report, before taking such adverse action, Client shall provide the Consumer with a copy of the Consumer Report; and, a description in writing of the rights of consumers under the FCRA, as prescribed by the Consumer Financial Protection Bureau under 15 U.S.C. §1681g(c) (3).
(c) With regard to Investigative Consumer Reports, as defined in 15 U.S.C. §1681a(e), it will clearly and accurately disclose to the Consumer that an Investigative Consumer Report including information as to his character, general reputation, personal characteristics, and mode of living, whichever are applicable, may be made. The disclosure will be made in writing and mailed or otherwise delivered to the Consumer not later than three (3) days after the date on which the report was first requested and will include a summary of the Consumer’s rights provided for under 15 U.S.C. § 1681g(c). The disclosure shall also include a statement informing the Consumer of his/her right to submit a written request for additional information pursuant to 15 U.S.C. § 1681d(b), within a reasonable period of time after the receipt by him/her of the foregoing disclosure. Upon receipt of such request, Client shall disclose in a writing the nature and scope of the investigation, which shall be complete and accurate. The disclosure must be mailed or otherwise delivered to the Consumer not later than five (5) days after the date on which the request for additional disclosure was received from the Consumer or the date the Client first requested the report, whichever is the later. Client shall also comply with the adverse action requirement in subsection b, if applicable.
(d) Client shall indemnify, defend, and hold harmless FIG and its officers, directors, employees, successors, and assignees from any and all losses, liabilities damages and claims and all related costs and expenses including reasonable attorney fees, arising from or in connection with any negligence or breach of this Agreement by Client. FIG shall not be liable to Client or any third party for any alleged or actual losses resulting from any acts or omissions by Client or by a third party who provided information to FIG in the exercise of its ordinary business practice.
(e) Client is solely responsible for ensuring that all searches requested by Client (and to be conducted by FIG) are requested by Client with appropriate authorization and for lawful and permissible purposes, pursuant to the Fair Credit Reporting Act, Fair Housing Act and any other applicable state or federal laws.
3. Client Security Obligations
Client agrees to do the following in order to preserve the security of the Services being provided pursuant to this Agreement:
(a) Misuse of Services or Information. Client agrees to take appropriate measures so as to protect against the misuse and/or unauthorized access of First Intelligence Group’s Services through any methods, including unauthorized access through or to Client’s user identification numbers or passwords (“Account ID’s”), if provided. Such misuse or unauthorized access shall include any disclosure, release, viewing, or other unauthorized access to information such as social security numbers, driver’s license numbers, or dates of birth. Client agrees that FIG may temporarily suspend Client’s access for up to ten (10) business days pending an investigation of Clients use or access. Client agrees to cooperate fully with any and all investigations. If any misuse or unauthorized access is found, FIG may immediately terminate this Agreement without notice or liability of any kind.
(b) Client Account Maintenance. Client shall maintain all records in a secure and confidential environment, protected from general access by employees, vendors, 3rd parties, and others. Client is responsible for the administration and control of Account ID’s by its employees and third parties, and shall identify a security administrator to coordinate with First Intelligence Group. Client shall manage all Account ID’s, and notify FIG promptly if any Account ID becomes inactive or invalid.
(c) Security Event. In the event that Client learns or has reason to believe that FIG data has been disclosed or accessed by an unauthorized party, Client will immediately give notice of such event to FIG. Furthermore, in the event that Client has access to or acquires individually identifiable information (e.g., social security numbers, driver’s license numbers or dates of birth) in relation to the Agreement, the following shall apply: Client acknowledges that upon unauthorized acquisition of such individually identifiable information (a “Security Event”), Client shall, in compliance with law, notify the individuals whose information was disclosed that a Security Event has occurred. Also, Client shall be responsible for any other legal obligations which may arise under applicable law in connection with such a Security Event.
(d) Assume full responsibility for the final verification of the Applicant’s identity.
(e) Not request or rely on opinions from FIG regarding which applicant to hire.
(f) Utilize independent legal advice regarding the use of any Background Reports provided by FIG.
(g) For six years from the date you receive the Screening Report, keep a copy or copies of: (1) the Screening Report, (2) the consent form you obtained from the Applicant for the applicable Screening Report, and (3) a description of how you used or relied on the Screening Report in making a decision about Applicant.
4. In providing Background Reports, FIG agrees to do the following:
(a) Comply with all laws applicable to the making of Background Reports for tenant screening, employment and volunteer recruitment purposes, including the FCRA.
(b) Follow reasonable procedures to assure maximum possible accuracy of the information reported, subject to Paragraph 1(c) above, and reinvestigate if requested by the Client without further charge if the information was incorrect.
(c) Disclose, upon request from the consumer who is the subject of the Background Report (the “Consumer”), the information reported, reinvestigate any information disputed by the Consumer at no charge to the Client and take any necessary corrective action with the Consumer and the Client.
5. LIMITED WARRANTY AND REMEDY- FIG warrants only that: (a) it will provide Background Reports based on First Intelligence Group’s then-current access to public databases and (b) it will follow reasonable quality assurance procedures regarding the accuracy of the information contained in a Screening Report and maintain reasonable procedures designed to confirm, to the extent possible, that the reported public record information is complete and current. If report contains negative criminal data (“hits”) FIG at its discretion may on behalf of the Client order additional jurisdictional reports to confirm the hits. If FIG materially breaches this warranty, it may, at its sole discretion, re-perform the applicable search or refund your fees for that search. You understand and agree that this is your sole and exclusive remedy for any breach of this warranty.
6. DISCLAIMER OF WARRANTIES. Background Reports and other information in the First Intelligence Group databases have been compiled from public records and other proprietary sources for the specific purposes of providing background information on Applicants for verification purposes. Neither FIG nor any of its suppliers represents or warrants that the information is current, complete or accurate. Except for the limited warranty in Section 5 above, FIG hereby disclaims all other representations and warranties regarding the performance of the service and the accuracy, currency, or completeness of any data, information or screening report, including (without limitation) all warranties of merchantability, fitness for a particular purpose, title or non-infringement, and any implied indemnities.
7. Limitation on First Intelligence Group’s liability. Neither FIG nor any third party involved in the creation, production, or delivery of any data, information or background reports shall be liable to you or any applicant for any damages of any type, including but not limited to any lost profits, lost savings, loss of anticipated benefits, or other special, incidental, consequential or punitive damages arising out of or relating to the use of or inability to use any data, information or background reports, unless such damages arose out of First Intelligence Group’s gross negligence or willful misconduct.
8. FIRST INTELLIGENCE GROUP’S LIABILITY SHALL IN NO EVENT EXCEED FEES ACTUALLY PAID BY YOU AND RECEIVED BY First Intelligence Group FOR THE BACKGROUND REPORTS. Some states do not allow limitations on how long an implied warranty lasts and some states do not allow the exclusions or limitations of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
9. Indemnification of First Intelligence Group. You shall indemnify, defend and hold FIG harmless from and against any and all claims, demands, costs, expenses and liabilities of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees, expert witness fees and costs based upon any breach of this Agreement by you, including without limitation the illegal or wrongful use of any Screening Report, your gross negligence or intentional wrongdoing in connection with the use of the Screening Report, unsubstantiated claims brought by an Applicant, or your failure to comply with your obligations under the FCRA or other applicable federal, state or local laws.
(a) This Agreement shall be effective as of the date it is executed on behalf of Client by an authorized representative of Client and shall be at will and may be cancelled at any time. There are no recurring fees unless so stipulated in Appendix.
(b) Each party (and its employees) is and shall remain an independent contractor. Neither party is authorized to assume or create an obligation or responsibility, express or implied, on behalf of, or in the name of, the other party or to bind the other party in any manner.
(c) FIG shall have the right to reveal the existence of this Agreement and the terms or conditions thereof in any FIG publication, advertising, publicity release, or sales presentation regardless of the medium.
(d) Florida and federal law will govern this Agreement. The invalidity or unenforceability of any one provision of this Agreement shall not impair the validity and enforceability of the remaining provisions. Any legal disputes will be handled via mediation in the State of Florida.
(e) The obligation of either party to perform under this Agreement shall be excused during each period of delay caused by matters beyond such party’s reasonable control, including without limitation, government regulation or law, war or insurrection, civil commotion, destruction of production facilities or material by earthquake, fire, flood, storm or other natural disaster, labor disturbances, epidemic or failure of suppliers, public utilities or common carriers.
(f) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that neither party shall assign or otherwise transfer this Agreement or any interest herein without the prior written consent of the other party, which consent shall not be unreasonably withheld.
(g) The failure of either party to insist on prompt performance of their duties shall not constitute a waiver of that duty. Any such waivers must be provided in a written, executed document.
(h) This Agreement and any attachments hereto constitute the entire agreement between the parties and supersede all prior understanding, written or oral between the parties with respect to the subject matter hereof. No changes or alterations may be made to this Agreement unless in writing signed by duly authorized representatives of each party to this Agreement.
(i) By accepting this Agreement, Client agrees that First Intelligence Group can communicate with Client via facsimile and electronic mail.
(j) Client acknowledges that if they choose to run an “instant” database search without an internal First Intelligence Group review (can take 1 business day) then said Client is taking responsibility for the information returned and agrees to do additional due diligence prior to taking any Adverse Action against applicant. Additional due diligence may include verifying the record truly belongs to the applicant, ordering county courthouse searches or equivalent to determine if the conviction is accurate. No unverified record will be used for Adverse Action.
11. Pricing; Payment
CLIENT agrees to pay First Intelligence Group for its use of services according to a separate fee schedule attached as an Addendum to this Agreement and incorporated hereto by reference. FIG reserves the right to modify its fees by providing 30 days written notice to CLIENT. Pay FIG by VISA, MasterCard or other payment method as FIG may accept from time to time, for any First Intelligence Group product or service.
CLIENT agrees to pay the balance in full, less any discounts extended by FIG and amounts disputed in writing by CLIENT, within 15 days of the date printed on First Intelligence Group’s invoice/statement. Should CLIENT’s outstanding balance exceed First Intelligence Group’s terms, FIG reserves the right to suspend CLIENT’s access to the Service, including CLIENT’s access to pending or historical service and report data residing in First Intelligence Group’s information systems, until CLIENT’s account is brought back within First Intelligence Group ’s terms. CLIENT agrees that a service charge of one and one-half percent (1.5%) per month (compounded monthly) may be added to balances not paid within fifteen days. CLIENT is also liable for all legal and collection costs, including attorney’s fees, in the event that the account becomes delinquent and is placed with a third-party collection agency.
12. Term and Termination of Agreement
This Agreement will become effective upon your acceptance of the terms of this Agreement, which will be evidenced and proved by your submission to us of any Authorization Request or Data relating to a report. We are not bound by any changes that you propose to this Agreement unless we expressly approve each such change in writing to you, signed by one of our authorized officers.
Client may terminate this Agreement at any time upon 30 days written notice to FIRST INTELLIGENCE GROUP. Client will remain liable for all charges made to its account prior to termination and will promptly pay all sums due on termination.
FIRST INTELLIGENCE GROUP may terminate this agreement by providing a sixty (60) day written notice but upon the occurrence of the following events, FIRST INTELLIGENCE GROUP may, immediately and without notice terminate or suspend this Service Agreement:
1) Misuse of information contained in a FIRST INTELLIGENCE GROUP report;
2) Improper request for information;
3) Failure of Client to comply with or assist FIRST INTELLIGENCE GROUP in complying with the FCRA or any other applicable law;
4) A material breach of this Agreement or violation of any law or regulation governing the request, use or release of the information in the reports by Client.
5) Unauthorized release of information in a consumer report to a third party or the reselling of any report.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
First Intelligence Group
Attn. E. Wright
16725 Fish Hawk Blvd. #128
Lithia, FL 33547
I hereby certify that I have direct knowledge of the facts stated above and that I am authorized to execute this Agreement on behalf of the organization and processing of this electronic transaction further constitutes agreement and acceptance of terms stated above.