Miller, Ross & Goldman, Inc. and our Managing Affiliate, Altus Receivables Management, Inc. (herein collectively referred to as “MRG/ARM”) and the Company assigning accounts for the provision of collection services, (herein referred to as “CLIENT”) mutually agree that the accounts receivable assignments (herein referred to as “ACCOUNTS”) placed for collection with MRG/ARM by CLIENT, are subject to the terms and conditions memorialized herein:
1. All ACCOUNTS assigned for collection by CLIENT with MRG ARM shall be valid, legal debt obligations owed to CLIENT. CLIENT hereby swears and attests that any and all ACCOUNTS assigned to MRG/ARM shall not be assigned to any other 3rd party collections vendor, nor be subject to any further collection attempts by CLIENT, during the entire course of MRG/ARM’s handling on CLIENT’s behalf.
2. MRG/ARM agrees to accept and diligently attempt to effect monetary recovery on all ACCOUNTS assigned by CLIENT to MRG/ARM for collection. MRG/ARM’s collection activities will be in compliance with all Federal, State, and Local Laws and regulations, and be fair, courteous, ethical and business-like, consistent with the positive image and good reputation of CLIENT. MRG/ARM will provide real-time, 24/7 updates on collection developments to CLIENT via our online Client Portal.
3. CLIENT authorizes MRG/ARM to report unpaid ACCOUNTS to the commercial credit bureaus, as legally applicable. MRG/ARM assures CLIENT that all such reporting activity shall be in full compliance with Federal, State, and Local Laws and regulations. CLIENT acknowledges that while MRG/ARM’s collection efforts will most often result in a full payment resolution and/or acceptable payment plan within 30-60 days from assignment, some indebted customers, especially those that have historically demonstrated delinquent payment habits, may require more time in order to employ MRG/ARM’s full scope of collection process resources. CLIENT shall, therefore, allow assigned ACCOUNTS to remain assigned and subject to MRG/ARM’s process for at least 90 days, so that MRG/ARM’s proven collections process may glean CLIENT’s and MRG/ARM’s mutually-desired successful outcome.
4. All payments collected by MRG/ARM on CLIENT’s ACCOUNTS will be deposited immediately into a trust account maintained by MRG/ARM for CLIENT disbursements. MRG/ARM shall remit all successfully collected payments to CLIENT via ACH payment, less MRG/ARM’s applicable contingency collection fee, 2 times per month: On the 5th for all cleared payments recovered from the 1st through the 15th of the prior month, and on the 20th, for all cleared payments recovered from the 16th through month's end of the prior month. MRG/ARM shall also provide a detailed monthly reporting statement to CLIENT, illustrating all payments collected on CLIENT’s assigned ACCOUNTS.
5. MRG/ARM hereby guarantees that there are no advance service charges nor any other up-front fees associated with its collection services on CLIENT’s behalf. The applicable contingency fee shall be due to MRG/ARM on ACCOUNTS CLIENT has assigned to MRG/ARM upon either party’s receipt of payment(s). CLIENT understands that MRG/ARM shall be compensated its applicable contingency fee rate, as illustrated on MRG/ARM's website at https://www.mrgpartners.com/rates. CLIENT unconditionally authorizes MRG/ARM to accept and endorse payments, and to deposit any and all cash, checks, notes, money orders, drafts for deposit, or other payment instruments, the net proceeds of which MRG/ARM shall remit to CLIENT, as stated in Paragraph 4 herein.
6. CLIENT grants full authority to MRG/ARM to act on its’ behalf in the pursuit of payments on assigned debt obligations owed to CLIENT. CLIENT agrees and acknowledges that MRG/ARM will solely handle all communication and payment negotiations with its assigned past-due customers. For CLIENT's benefit, CLIENT shall not supersede, override, circumvent, discredit nor otherwise undermine MRG/ARM’s authority to act on its behalf with any assigned customer ACCOUNTS. Further, CLIENT agrees to provide MRG/ARM with prompt notification of any and all direct verbal and/or written correspondence from any party whatsoever, as well as any direct payments received, credits, debits, adjustments and/or disputes on assigned ACCOUNTS. CLIENT agrees and acknowledges that any manner of monetary value received and/or applied relevant to any assigned customer’s ACCOUNT, including merchandise returns, shall be subject to MRG/ARM’s contingency fee. CLIENT further agrees that MRG/ARM shall be entitled to its full contingency fee on any assigned ACCOUNT if/when CLIENT supersedes, overrides, circumvents, discredits or otherwise undermines MRG/ARM's efforts via its own communications and/or negotiations relevant to payment terms, settlement terms, contract terms, the forward business relationship, etc.
7. CLIENT shall compensate MRG/ARM its applicable contingency collection fee on each and every assigned ACCOUNT, whether payments are made to MRG or direct to CLIENT. CLIENT understands that its contingency fee obligation to MRG/ARM on any and all assigned ACCOUNTS commences instantly and immediately upon submission of said ACCOUNTS, and shall continue until MRG/ARM has either successfully collected, settled or canceled CLIENT’s assigned ACCOUNTS. MRG/ARM shall not solicit nor negotiate any settlement compromise under 100% of the full assigned principal ACCOUNT balance without CLIENT’s advance written authorization. CLIENT does, however, grant full authority to MRG/ARM to discount or waive any accrued interest and/or finance charges, as MRG/ARM deems strategically prudent, in its efforts to negotiate a successful outcome on CLIENT's behalf.
8. CLIENT understands that MRG/ARM will not seek to recover CLIENT’s additional incurred collection costs from any assigned past-due customer unless CLIENT furnishes MRG with a copy of a mutually signed agreement that contractually obligates the customer to reimburse such costs, as well as an invoice for such costs. Further, the indebted party’s state law must expressly permit the collection of such additional incurred collection costs. CLIENT further understands and acknowledges that MRG/ARM’s applicable contingency rate shall be compensated on all monetary value recovered and/or applied during the collection process, including but not limited to principal balances assigned, returned merchandise, interest and recovered collection costs.
9. MRG/ARM shall not initiate any form of legal action absent CLIENT’s advance written authority. Should legal action be necessary on any assigned customer ACCOUNT, CLIENT will execute signed authorization for such action. All ACCOUNTS authorized by CLIENT for legal action will be charged at the applicable legal contingency fee rate for all monetary value recovered and/or applied during the legal process, including but not limited to principal debtor balances assigned, returned merchandise, interest, recovered collection costs and any additional awarded monetary amounts.
10. CLIENT agrees to advance necessary court costs, filing fees and process server fees to MRG/ARM promptly upon request. MRG/ARM has absolutely no obligation to pursue formal legal remedies on any ACCOUNT assigned by CLIENT if MRG/ARM deems that such recourse may have unprofitable results for CLIENT and/or MRG/ARM. CLIENT understands that legal costs advanced are reimbursable to CLIENT only in the event such costs are included as part of a successful court judgment award and subsequently recovered from the judgment debtor. CLIENT understands that it is solely responsible for any incidental post-judgement costs and/or any and all legal fees required to defend any counter-suit action, with the exception of legal actions taken specifically against MRG/ARM.
11. CLIENT and MRG/ARM mutually agree that each will assume its own responsibility, including but not limited to unconditional financial responsibility, in connection with any claims made by a third party against CLIENT and/or MRG/ARM.
12. CLIENT may withdraw ACCOUNTS assigned in error with MRG/ARM for collection by written or verbal request within five (5) business days of such assignment. Upon receipt of such request, MRG/ARM will cancel and return any subject ACCOUNT(s) along with any media pertaining to ACCOUNT(s) that CLIENT may have provided. However, CLIENT understands and agrees that MRG/ARM’s full applicable contingency fee will be retained by MRG/ARM or paid by CLIENT on any and all withdrawn assignments, on which MRG/ARM's collection efforts have already been initiated, and result in payment to MRG/ARM or to CLIENT within thirty (30) days from the date such a withdrawal may take place. In the event MRG/ARM or CLIENT discover, during the course of MRG/ARM’s efforts on CLIENT's behalf, that any assigned accounts were either already paid prior to CLIENT’s assignment with MRG/ARM or should not have been assigned for any reason, yet were not withdrawn as stipulated herein, CLIENT agrees to compensate MRG/ARM 1/2 (50%) of the applicable contingency fee in exchange for the value of MRG/ARM’s process assistance, thereby resulting in important corrections/updates to CLIENT’s accounting records. MRG/ARM reserves the right to refuse or terminate its’ collection efforts and close any assigned ACCOUNTS if/when CLIENT fails to provide sufficient supporting documentation, or MRG/ARM deems any assigned ACCOUNT(s) to be uncollectable. MRG/ARM will provide CLIENT with email notification of any such termination action. The cancellation and/or withdrawal of ACCOUNTS assigned in error by CLIENT, or termination and closure of ACCOUNTS by MRG/ARM, shall not constitute cancellation of this Agreement.
13. In exchange for the monetary benefits related to the recovery of CLIENT’s assigned ACCOUNTS, MRG/ARM agrees that all information relating to the business of CLIENT, including but not limited to the identity of its customers and/or suppliers, its arrangements with such customers and/or suppliers, and technical data relating to its products and services, shall be treated as confidential by MRG/ARM throughout the term of this Agreement and for a period of two (2) years following either party’s cancellation of this Agreement. The parties also mutually agree not to make any statements, written, verbal or in any electronic or digital media, that defame, disparage or in any way criticize the business reputation, practices or conduct of one another or their respective employees, directors, officers, agents or representatives throughout the term of this Agreement and for for a period of five (5) years following either party's cancellation of this Agreement.
14. This agreement will be immediately effective as of date and moment of submission of each and every ACCOUNT assigned for collection by CLIENT to MRG/ARM and shall continue in effect until terminated as herein provided. As evidenced by any single collection assignment request by CLIENT to MRG/ARM, whether such request is communicated electronically or verbally, MRG/ARM warrants and attests that they have read, fully understand and unconditionally agree to the terms of this Agreement. Either party may terminate this agreement by giving the other party thirty (30) days written notice by email, and additionally via certified mail to ensure any email notice was not inadvertently missed. Termination or cancellation of this agreement by either party will not affect the validity of any already-accrued obligations owing between parties.
15. The provisions of this agreement, which may be subject to periodic updates, override any and all contrary or conflicting provisions contained in any previous agreement between the PARTIES. The PARTIES' duly authorized and empowered representatives voluntarily enter into this agreement on the recorded date of submission of each and every account assigned for collection.
16. This Agreement shall be construed under the laws of the state of Texas and is performable and enforceable in Travis County, Austin, Texas or in any jurisdictional venue so deemed appropriate, at MRG/ARM's sole discretion.