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Terms and Conditions

Last Revised

January 24, 2025 

This Terms and Conditions agreement (hereafter referred to as the “Agreement”) governs the relationship between LoveWorks Staffing, LLC DBA WORKS™, a Florida Limited Liability Company with its principal office at 5950 Hazeltine National Drive, Suite 210 A, Orlando, FL 32812 (“Consultant”), and the user of Consultant’s services (“Company”). By engaging Consultant’s services or executing any associated agreement, the Customer acknowledges and agrees to the terms outlined herein. For purposes of this Agreement, Consultant and Customer may each be referred to individually as a “Party” and collectively as the “Parties.”

  1. Scope of Services

Consultant provides professional staffing, virtual assistance, contracted third-party processing, and business development services as outlined in separate Statements of Work (“SOW”). The execution of a specific SOW is required to activate any service. Services may include administrative, operational, and developmental tasks, tailored to the needs of the Customer as mutually agreed upon in the SOW. The Customer may activate or deactivate services at their discretion, subject to the terms specified in the corresponding SOW. Any modifications to the scope or nature of services must be agreed upon in writing and will be subject to additional terms as determined by the Consultant.

  1. Payment and Invoicing

The fees for services will be specified in the applicable SOW and invoiced monthly. Payment is due within ten (5) business days from the date of the invoice. Payments must be made via ACH or wire transfer to Consultant’s designated account. Late payments will incur a late fee equivalent to two percent (5%) of the outstanding balance per month or the maximum allowable by law, whichever is less. All payments are non-refundable unless explicitly agreed otherwise in writing. The Customer is responsible for any applicable taxes or fees associated with the receipt of services, excluding Consultant’s income taxes. Consultant reserves the right to suspend or terminate services in the event of non-payment. Any additional costs incurred by Consultant for recovering overdue payments, including legal fees and collection agency costs, will be borne by the Customer.

  1. Confidentiality

The Parties agree to maintain the confidentiality of all non-public, proprietary, or sensitive information (“Confidential Information”) disclosed during the term of this Agreement. Confidential Information includes, but is not limited to, business strategies, client data, pricing, intellectual property, and any information explicitly identified as confidential. Each Party agrees to use such information solely for the purposes of fulfilling their obligations under this Agreement and to restrict access to employees, contractors, or representatives on a need-to-know basis. Confidential Information does not include information that is publicly available, independently developed without reliance on the disclosing Party’s information, or obtained legally from a third party without obligation of confidentiality. Upon termination of this Agreement, the receiving Party must return or destroy all copies of Confidential Information as instructed by the disclosing Party. The obligations of confidentiality under this section will survive the termination of this Agreement for a period of two (2) years.

  1. Intellectual Property

All intellectual property, including but not limited to reports, deliverables, materials, or systems created by Consultant in the course of providing services, shall remain the property of Consultant unless explicitly agreed otherwise in writing. Consultant grants the Customer a limited, non-exclusive, royalty-free license to use such materials for their internal business purposes. The Customer may not sublicense, transfer, or modify the intellectual property without prior written consent from Consultant. Any pre-existing intellectual property owned by the Customer and provided to Consultant for use in the performance of services will remain the property of the Customer.

  1. Term and Termination

This Agreement operates on a month-to-month basis unless otherwise specified in an applicable SOW. Either Party may terminate this Agreement by providing ninety (90) days’ written notice to the other Party. The ninety-day notice period must include three (3) full months of services, and proration of services is not permitted. Upon termination, the Customer shall remain responsible for all fees due for services rendered through the effective termination date. Consultant may terminate this Agreement immediately in the event of material breach by the Customer, insolvency, or any action that adversely impacts Consultant’s ability to perform services.

  1. Limitation of Liability

To the fullest extent permitted by law, Consultant’s liability for any claim, loss, or damages arising under this Agreement is limited to the total fees paid by the Customer during the three (3) months preceding the event giving rise to such claim. Consultant shall not be liable for indirect, consequential, punitive, or special damages, including but not limited to loss of profits, business interruption, or data loss, even if advised of the possibility of such damages.

  1. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved through binding arbitration administered by JAMS, with the venue in Orange County, Florida. The Parties waive their rights to pursue disputes in court, except to enforce an arbitration award or as otherwise provided herein.

  1. Non-Solicitation and Non-Competition

The Customer agrees not to solicit, hire, or otherwise engage any employees, contractors, or subcontractors of Consultant during the term of this Agreement and for a period of two (2) years following its termination. This provision does not apply to individuals who independently respond to general employment advertisements not specifically targeting Consultant’s personnel. Additionally, this non-solicitation clause applies exclusively to the Consultant’s operations and does not restrict LoveWorks Holding, its affiliated entities, or its majority stakeholders from engaging in business activities, including real estate or mortgage brokerage services, that may overlap with the industries of the Customer.

  1. Force Majeure

Neither Party shall be liable for delays or failure to perform any obligation under this Agreement due to events beyond their reasonable control, including but not limited to natural disasters, government actions, pandemics, or labor disputes. In the event of a Force Majeure, the affected Party shall notify the other Party promptly and make commercially reasonable efforts to resume performance as soon as possible. If the Force Majeure event persists for more than ninety (90) days, either Party may terminate this Agreement without further liability, except for payment of fees due for services rendered up to the termination date.

  1. Amendments and Notices

Consultant reserves the right to amend these Terms and Conditions at its sole discretion. Customers will be notified of significant changes at least fifteen (15) days prior to their effective date. Continued use of services after such notice constitutes acceptance of the updated terms. Any notices required under this Agreement shall be sent in writing to the receiving Party’s principal business address or email address on record.

  1. Entire Agreement

This Agreement, together with any executed SOWs, constitutes the entire understanding between the Parties and supersedes all prior agreements, representations, or communications, whether written or oral, relating to the subject matter herein. Any amendments must be made in writing and signed by authorized representatives of both Parties.

  1. Severability

If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

  1. Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the Party granting the waiver.

By engaging Consultant’s services, the Company acknowledges that they have read, understood, and agree to these Terms and Conditions as a binding legal agreement. These Terms and Conditions are effective as of the Effective Date specified in the Master Service Agreement (MSA) executed by the Company, ensuring alignment with the MSA’s terms. The Company further acknowledges that execution of the Master Service Agreement (MSA) creates an integrated relationship wherein these Terms and Conditions are binding as referenced in the MSA, and any conflicts between the two documents shall be governed by the priority clause outlined in the MSA.