Project Surge 360 – Service Agreement

Service Agreement

This Service Agreement (the “Agreement”) is entered into as of the date of acceptance by and between Northstar Revenue Growth Partners Private Limited, doing business as RemoteReps247 (the “Company”), and the undersigned client (the “Client”), both of whom agree to be bound by this Agreement.

DEFINITIONS

1.1 Confidential Information: Any information, technical data, or know-how, including but not limited to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, or finances, which is designated as confidential or proprietary.

1.2 Potential Opportunity: Sourced and identified projects where potential clients may express interest in hiring or outsourcing vendors for their requirements. The information provided may not always include exact project details, budgets, or specific requirements and may only indicate basic needs.

1.3 Refund Eligibility: The condition under which the Client is eligible for a refund as outlined in this Agreement, contingent upon meeting collaboration and documentation requirements.

TERM

2.1 Engagement Duration: This Agreement is effective for a period of Three (3) months from the date of signing (the “Engagement Term”). Full payment of $1,500 must be made upfront for the entire 3-month term.

2.2 Automatic Termination: This Agreement will automatically terminate at the end of the Engagement Term unless renewed in writing by both Parties.

2.3 Cancellation by the Client: In the event the Client cancels this Agreement during the Engagement Term, refund eligibility will be forfeited, and no refunds will be issued.

SERVICES

3.1 Deliverables:

  • The Company will deliver between 50 and 500 potential opportunities over the 3-month period.
  • Opportunities provided may sometimes include only the industry or domain details and not exact project information.
  • While the Company will make every reasonable effort to source accurate and relevant opportunities, details such as project scope, budgets, and timelines may be tentative or incomplete.

3.2 Comprehensive Efforts: The Company will aim to identify and source potential projects from clients who may express interest in hiring or outsourcing vendors. However, these opportunities may vary in accuracy and completeness of information.

3.3 Updates: The Company shall provide the Client with regular updates on opportunities identified during the Engagement Term.

3.4 Limited Responsibility: The Company’s responsibility is strictly limited to sourcing and sharing potential opportunities. Post-sharing activities, including client follow-up, communication, and deal closure, fall outside the Company’s obligations under this Agreement.

3.5 Project Information Disclaimer
The Company sources and provides potential opportunities based on the available data at the time of sourcing. However, the Company does not guarantee the completeness, accuracy, or timeliness of such information. The details, scope, budgets, and requirements of projects may change at the discretion of the potential clients or due to external factors beyond the Company’s control. The Client acknowledges that the Company is not responsible for any modifications, cancellations, or lack of response from potential clients after opportunities have been shared.

3.6 Multiple Contacts Disclaimer
The Company may provide multiple contacts from the same organization to facilitate outreach. However, the inclusion of a contact in the shared opportunities does not guarantee that the individual or company will acknowledge, confirm, or express interest in the stated requirements. The Company is not responsible for any lack of response, change in interest, or inability of the Client to establish communication with the provided contacts. The Client understands that outreach success depends on multiple factors beyond the Company’s control, including the responsiveness and decision-making process of the contacts provided. The Company does not guarantee that any contact will respond, engage, or confirm project requirements.

COMPENSATION

4.1 Engagement Fee: The program fee is $1,500, paid upfront for the 3-month Engagement Term. Services commence only after full payment is received.

4.2 Refund Clause

  • The Client may qualify for a refund if they do not secure contracts worth $30,000 or more during the Engagement Term.
  • To be eligible, the Client must show proof of active engagement with the shared opportunities, such as emails, phone logs, meeting requests, or other verifiable records of communication. The adequacy of such proof shall be determined at the sole discretion of the Company. The Company reserves the right to request any additional documentation it deems necessary, which the Client must provide to maintain refund eligibility.

4.3 Refund Exclusions

A refund will not be granted if:

  • The Client fails to provide the required proof of engagement.
  • A refund will not be granted if, in the Company’s reasonable discretion, the Client has not made sufficient efforts to engage with shared opportunities.
  • The Client cancels the Agreement before the Engagement Term ends.

4.4 Refund Request & Processing

  • Refund requests must be submitted in writing within 15 business days after the Engagement Term.
  • Approved refunds will be processed within 90 business days after review.

4.5 No Refund for Early Termination
The Client acknowledges that the Engagement Fee is non-refundable once paid. If the Client requests to cancel the Agreement before the end of the Engagement Term, they will not be eligible for a refund under any circumstances. The Company is not obligated to process any refund requests under such circumstances.

TERMINATION

5.1 Automatic Termination: This Agreement terminates at the end of the 3-month Engagement Term unless renewed in writing.

5.2 Termination for Non-Compliance: Failure by the Client to adhere to the documentation and engagement requirements may result in forfeiture of the refund.

5.3 Termination for Non-Payment: The Company reserves the right to terminate this Agreement without notice if the Client fails to make the upfront payment as outlined in Section 4.1.

CONFIDENTIALITY AND NON-DISCLOSURE

6.1 Confidentiality Obligations: Both Parties agree to maintain confidentiality of shared information and not disclose it to third parties without prior written consent.

6.2 Scope of Confidential Information: Confidential Information includes all trade secrets, business strategies, and other proprietary information disclosed during the Engagement Term.

6.3 Duration: Confidentiality obligations shall survive the termination or expiration of this Agreement for a period of three (3) years.

6.4 Data Breach Notification: In the event of a data breach involving personal data, the Party experiencing the breach shall notify the other Party promptly and take all reasonable measures to mitigate the impact and prevent future breaches.

INTELLECTUAL PROPERTY

7.1 Ownership: The Company retains all rights, titles, and interests in and to any intellectual property, including but not limited to patents, copyrights, trademarks, and trade secrets, developed or used in the performance of this Agreement.

7.2 License: The Company grants the Client a limited, non-exclusive, non-transferable license to use the Company’s intellectual property solely for the purpose of this Agreement.

INDEMNIFICATION

8.1 Indemnification by the Client: The Client agrees to defend, indemnify, and hold harmless the Company from and against any and all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to the Client’s breach of this Agreement.

8.2 Indemnification by the Company: The Company agrees to defend, indemnify, and hold harmless the Client from and against any and all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to the Company’s negligence or willful misconduct.

LIMITATION OF LIABILITY

9.1 Limitation of Liability: The Company’s total liability under this Agreement shall be limited to the total engagement fee paid by the Client. Under no circumstances shall the Company be liable for indirect, incidental, or consequential damages. This limitation of liability does not exclude liability arising from gross negligence, willful misconduct, or fraudulent activities. The Company shall not be held liable for any loss, cost, or damage resulting from the Client’s reliance on the shared opportunities, including but not limited to changes in project details, loss of business, or reputational damage.

CLIENT COLLABORATION

10.1 Client’s Responsibilities:

  • Actively engage with the Company’s shared opportunities.
  • Provide all necessary feedback and documentation as requested.
  • Ensure timely follow-up with potential clients.

10.2 Documentation Requirement: The Client must maintain detailed records of all efforts made to engage with opportunities, including email communications, phone calls, and other relevant documentation.

10.3 Technical Support: The Client’s collaboration, timely feedback, and adherence to scheduled interactions with potential prospects directly impact the Company’s ability to achieve the guaranteed revenue targets. Failure on the Client’s part to fulfill these obligations may nullify the refund policy.

FORCE MAJEURE

11.1 Force Majeure Clause: Neither Party shall be held liable for failure to perform obligations under this Agreement due to unforeseen events beyond reasonable control, including but not limited to acts of God, government regulations, pandemics, natural disasters, cyberattacks, or other unforeseeable events.

GOVERNING LAW AND DISPUTE RESOLUTION

12.1 Governing Law: This Agreement shall be governed by the laws of Singapore.

12.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration under the Singapore International Arbitration Centre (SIAC) rules. The place of arbitration shall be Singapore. Costs and expenses of arbitration shall be borne by each Party unless otherwise awarded by the arbitrator.

ENTIRE AGREEMENT

13.1 Complete Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, both written and oral, between the Parties with respect to the subject matter hereof.

13.2 Amendments: Any amendments to this Agreement must be made in writing and signed by both Parties to be effective.

13.3 Use of Client Testimonials: The Client agrees that the Company may use anonymized testimonials or performance metrics for marketing purposes, provided such use does not disclose Confidential Information.

ACCEPTANCE

By completing and submitting the Project Surge 360 signup form, you acknowledge that this agreement is legally binding and does not require a physical signature. Submission signifies acceptance of all terms and conditions outlined in this Agreement, effective upon submission.