COLLECTION OF INFORMATIONFranFund's main purpose in collecting information from clients and potential clients is for communication. However, personal non-public information is required for several of our products:
- Contracts and related forms, which include a customer's name, address, social security number, information about the existing retirement accounts a customer holds, and information about a customer's investment goals;
- Retirement account history, including information about the transactions and balances in a customer's accounts; and
- Correspondence, written, telephonic, or electronic between a customer and FranFund or service providers to FranFund.
DISCLOSURE OF CLIENT INFORMATIONWe do not sell your personal information to anyone. We do not disclose personal information to third parties who are not affiliated with FranFund, unless one or more of the following circumstances exists:
- As Authorized - If you request or authorize the disclosure of the information (either directly to your account representative at FranFund and to the custodian of any self-directed account that you may set up as part of your contract with FranFund).
- As Permitted by Law - For example, sharing information with companies that maintain or service customer accounts for FranFund is permitted and is essential for us to provide clients with necessary or useful services with respect to their accounts. Furthermore, we may disclose or report personal information, such as account and transaction data, where we believe in good faith that disclosure is required or permitted under law (e.g., to cooperate with regulators, receivers, or to resolve client disputes).
- Outside Counsel ? FranFund products/contracts generally include consultation with outside counsel. Your information will be available to the outside counsel in order to facilitate prompt communication and completion of your contract.
SECURITY OF CLIENT INFORMATIONWe train our staff to safeguard personal information of our clients, and they are required to use such information for business purposes only. FranFund maintains the following policies and procedures regarding privacy with its staff:
- Sensitive information stored electronically in our databases, such as Social Security Numbers, Birth Dates, Credit Card Numbers, etc. is encrypted. Access to this information is controlled.
- Paper files containing sensitive information are kept in secure areas where access is closely controlled and monitored.
- Staff receives training on the types of information we can and cannot disclose to individuals and/or organizations outside FranFund.
QUESTIONSPrivacy and Security are very important to FranFund. Maintaining privacy and security means not disclosing specifics on all of our internal practices. Should you have any questions, feel free to contact us.
STANDARD TERMS AND CONDITION
These Standard Terms and Conditions (the “Standard Terms”) along with the FranFund, Inc (FRANFUND) Engagement Letter, constitute the entire agreement between the parties (the “Agreement”) and may only be modified or amended in a writing signed by both parties.
A. Agreement to Provide Services
The agreement to provide services refers to the Engagement Letter prepared by FRANFUND for Client describing the scope of work and services offered, work steps, and responsibilities for a specific project.
B. Third Party Vendors
FRANFUND may from time to time refer Client to third-party vendors for specific materials or services. These vendors are not subcontractors of FRANFUND, and it is the responsibility of the Client to select and negotiate all work and fees with these vendors. FRANFUND will assist in product selection, developing delivery schedules and reviewing proposals, as the Client deems necessary and as described in an agreed upon scopeof work.
FRANFUND, in its sole discretion, may from time to time use subcontractors to deliver specific products or services to the Client. The management, quality of workmanship and all financial arrangements with subcontractors will be the sole responsibility of FRANFUND.
D. Independent Contractors
The parties of this Agreement are independent contractors, and shall not be construed to be partners, joint ventures, or employer and employee. Neither party shall have the authority to bind the other party without the express written consent of the party to be bound.
F. Client’s Responsibilities
1. Client agrees to pay FRANFUND all fees at the time the work is performed or as outlined in the agreement to provide services at the rates set by FRANFUND from time to time during the normal course of business unless the agreement is proposed as a fixed fee or within a fee range.
2. Client shall provide complete, timely information and data to meet the requirements of the engagement. The Client shall furnish the required information and data as expeditiously as is necessary for the orderly progress of the work. FRANFUND will rely on its accuracy and completeness and will not be held responsible in any way for information provided by Client. Client shall designate a representative authorized to make commitments on Client’s behalf for this engagement and Agreement. The Authorized Representative shall render decisions promptly to avoid delay in the progress of FRANFUND services.
3. Accuracy and consistency of information, Client’s allocation of labor, and management direction supplied by Client is critical to the success of this engagement. If FRANFUND believes a pattern of inaccurate or inconsistent information or inadequate labor or management direction is being provided by Client, FRANFUND will bring this matter to Client’s attention in writing. If the issue cannot be resolved, FRANFUND has the option to withdraw from the engagement and Client agrees to pay FRANFUND for services up to the day of withdrawal or in accordance with the agreement to provide services.
4. Client will use its best efforts to follow the instructions and training outlined by FRANFUND Consultants. If FRANFUND believes Client’s personnel are not using best effort to complete the required work steps in a manner for a successful project, FRANFUND may notify Client in writing of such defects. FRANFUND may withdraw fifteen (15) days after notification without liability to FRANFUND as a result of Client delay or defects. Client agrees to pay FRANFUND for service up to the date of withdrawal or in accordance with the agreement to provide services.
5. Client recognizes that the completion of this project is dependent upon a multitude of factors, generally not determinable until after the project is started. Client agrees any completion date in the Agreement is only an estimate and a time certain completion date is not and will not be provided.
6. Client agrees it has reviewed the fees provided in the Engagement Letter.
G. FRANFUND’S Responsibilities
FRANFUND agrees that it shall hold, maintain and treat all information provided to FRANFUND by Client as confidential, proprietary, or a trade secret, regardless of its source and shall not use any such information for parties other than Client, and shall take such steps as may be reasonable to protect the proprietary, confidential or secret nature of such information. Other than for the purpose of this agreement, FRANFUND shall not disseminate, disclose or publish information to, or use such information for the benefit of, any third person or persons, companies, corporations or other firms or association, without the express written consent of Client. The foregoing notwithstanding, any information which is publicly available through prior publication or otherwise, or which might be obtained through reasonable inquiry, shall not be considered confidential, proprietary, or a trade secret, except for customer lists, financial data relative to the Client, or any other information which might relate directly to, and solely concern, Client.
H. Rights in Data
All original written material originated and prepared for Client under this Agreement shall belong exclusively to Client, subject to the service mark, trademark and copyright rights of FranFund .
J. Invoice Terms
Client understands it will be invoiced periodically for billable services rendered and expenses incurred by FranFund. Client agrees that payment is due upon receipt of the invoice. Client understands that a service charge calculated at the rate of 18% per annum will be assessed on any unpaid invoice balance after thirty (30) days from the date of the invoice (the “Service Charge”). All invoice charges will be deemed to have been accepted by Client unless Client disputes the charges reflected on an invoice in writing within thirty (30) days from the date of the invoice. Any notification of dispute must contain sufficient detail of the disputed item(s) and the resolution expected to be performed by FRANFUND. FRANFUND may suspend performance of services under this Agreement if the Client fails to make payment when due. Before suspending service, FRANFUND will give seven (7) days written notice to Client. If FRANFUND does not receive payment in full within seven (7) days of the date of the notice, the suspension may take place without further notice from FRANFUND, and FRANFUND shall have no liability to Client whatsoever as a result of such suspension of services.
K. Limitation of Liability
FRANFUND’S MAXIMUM LIABILITY RELATING TO THE SERVICES RENDERED UNDER THE ENGAGEMENT LETTER (REGARDLESS OF FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE) SHALL NOT EXCEED THE AMOUNTS PAID TO FRANFUND FOR THE PORTION OF ITS SERVICES OR WORK PRODUCTS GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL FRANFUND BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE LOSS, DAMAGE, OR EXPENSES (INCLUDING BUT NOT LIMITED TO CLIENT LOSS OF TIME, LOST PROFITS, MONEY OR GOODWILL, OPPORTUNITY COST, ETC.) EVEN IN THE EVENT FRANFUND HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE.
L. Limitation of Action
No action, whether based on contract, product liability or tort, including any action based on negligence, or any other legal theory arising out of the performance of this Agreement, may be brought by either party more than two (2) years after the party knew or should have know of the breach or damage (whichever is first), except that an action for nonpayment may be brought within two (2) years of the date of the last payment.
M. Arbitration Clause
If a dispute arises out of this Agreement, and if the dispute cannot be settled through negotiation, the parties agree to arbitrate the dispute. The arbitration will be administered and conducted by a USA&M office to be designated by USA&M National Headquarters according to its standard arbitration rules governing at the time one of the parties initiates a claim. The fees for arbitration services shall be borne equally by the parties. The law of Texas shall govern.
Client shall indemnify, defend, and hold FRANFUND, its employees, officers, agents and affiliates (“Indemnities”) harmless from all expenses, damages, costs, FINES, penalties, liabilities and amounts incurred in judgments or settlements, including attorneys’ fees suffered by Indemnities, or any of them, as a result of threatened, pending or completed investigation, enforcement actions, claims, demands or any and all lawsuits by, or on behalf of, any third party against Indemnities or Client as a result of services performed.
If either the Client or FRANFUND fails to perform its obligations under this Agreement, the other party shall have the right to terminate this Agreement. In such an event, FRANFUND shall have the right to suspend performance of services hereunder without any further liability to Client whatsoever. In the event of termination by either party, a final invoice will be prepared to reflect all billable services and expenses incurred by FRANFUND through the termination date and presented to Client for payment in accordance with the invoice terms set forth above.
Any failure hereunder (other than payment of money due) which is due to causes beyond either party’s control, including, but not limited to, an act of God, war, acts of government, priorities of allocation, fire, flood, strike or labor problems, sabotage, delay in obtaining labor, materials, equipment or transportation, shall not be deemed to be a default and the time of performance shall be extended for a period of time equal to the period of delay and its consequences.
1. Severability: If any provisions of this Agreement are held to be invalid, illegal or unenforceable, the remaining provision shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
2. Required Approvals: Where agreement, approval, acceptance, or consent by either party is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Notices: All written notices required to be given to FRANFUND under this Agreement shall be addressed to: FranFund, LLC, Attention: Sherri Seiber, 777 Main St., Suite 600, Ft Worth, TX 76102. All written notices required to be given to Client shall be forwarded to the address last known. Such notices shall be sent first class, certified return-receipt-requested mail, postage prepaid.
3. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Texas.
4. Integration: The parties further agree that this is the complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof and that is supersedes and merges all prior proposals, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof.
5. Captions; Interpretations: The section of subsection headings used herein are for referral and convenience only, and shall not limit or restrict the meaning of this Agreement. The exhibits referred to herein and attached, or to be attached hereto, are incorporated herein to the same extent as if set forth in full herein. In the event of any conflict or inconsistency between the provisions of these Standard Terms and Conditions and any document referred to herein or in any Schedule, the provisions of these Standard Terms and Conditions shall prevail and govern the interpretation thereof.
6. Assignment Barred: Neither party may assign its rights or duties under this Agreement without the prior written consent of the party, except to a successor of all or substantially all of its business and properties. This limitation does not restrict the right of FRANFUND to retain independent contractors to complete its work.
7. Waiver: The waiver by either party of any term or condition of this Agreement shall not be deemed to constitute a continuing waiver thereof nor of any further or additional right that such party may hold under this Agreement.
8. Warranty of Authority: Each individual signing this Agreement individually and personally warrants and represents that he or she has actual and express authority to bind the entity for whom he or she signs.
9. Survival of Provisions: The provisions of this Agreement relating to indemnification, limitation on actions, disclaimer of warranty and limitation on liability shall survive the termination or cancellation of this Agreement.