TRUSTWAY SENIOR CONCIERGE SERVICES AND YOU!

Welcome to TrustWay Senior Concierge Services! We are an AHCA licensed Homemaker and Companion Services company with a passion for working with Florida’s senior community.
Please read these Terms of Service (“Terms”) carefully because they govern your use of and access to our “Services,” which, throughout these Terms, means all products and services offered by us, including our website located at www.trustwayseniorconciergeservices.com (“Website”). To make these Terms easier to understand, throughout the Terms, TrustWay Senior Concierge Services will be referred to as “TrustWay,” “we,” “us,” and “our.” Similarly, when we refer to “you” or “your,” we mean you—the user or future user of our Services.

1. AGREEMENT TO THESE TERMS

Any reference to these Terms refers collectively to the Terms of Service and the Enrollment Form (“Enrollment Form”) that sets out the details of your engagement for Services. The terms and conditions articulated herein are expressly incorporated into and made part of the Enrollment Form to collectively produce the agreement between the Parties.
These Terms, including our Enrollment Form, are a legally enforceable agreement between you and us. By agreeing to engage our Services, you agree to be bound by these Terms. If you do not abide by the provisions of these Terms, you agree that we may immediately suspend our Services to you with or without any notice.
TrustWay shall have the absolute discretion to accept or reject any and all potential clients. You may not assign or transfer these Terms, by operation of law or otherwise, without TrustWay’s express prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. TrustWay may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

THESE TERMS REQUIRE THE USE OF MEDIATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

2. CHANGES TO THESE TERMS

We reserve the right at any time to change or modify these Terms in our sole discretion. If we do so, we will notify you by posting the updated Terms on our Website.
Updated Terms are effective immediately upon being posted to our Services. We may also elect to notify you when we post updated Terms through other means, such as email, text message, and any other form of communication that now exists or will come to exist.
Please be sure to review these Terms whenever we update them. If you continue to use our Services after we have posted updated Terms on our Website, you are indicating to us that you agree to be bound by the updated Terms. If you do not agree to be bound by the updated Terms, then you must immediately stop using our Services.
Additionally, because our Services are evolving over time we may change or discontinue all or any part of the Services in our sole discretion. A client currently receiving a Service that is discontinued, will be notified of the cancellation within fourteen (14) days.
If you accept these Terms on behalf of an entity or agency, or in connection with providing or receiving Services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to these Terms. If you entered into an agreement with us prior to the date of publication of the updated Terms, you agree to be retroactively bound to these Terms.

3. CONDITIONS AND SCOPE OF SERVICES

You must complete and sign an Enrollment Form before we can provide you with any Services. Where payment is outstanding on any portion of work, we may cease provision of Services until such time that payment is made in full.
The scope of this Agreement is limited to the work described in the Enrollment Form. In exchange for compensation detailed in the Enrollment Form, you will receive access to TrustWay’s time, assistance, knowledge, advice, and consultation regarding the limited matters identified in the Enrollment Form and the Statement of Work. Ultimately, the question of whether work falls within the scope of Services will be handled with common sense, mutual agreement, mutual respect, and fairness. Any services that extend beyond the Scope of Services outlined in Enrollment Form (hereinafter, “Out-Of-Scope Requests”) will require a separate written agreement or additional compensation. TrustWay retains the final right to determine what work or deliverables are included or excluded within the Scope of Services.
TrustWay is headquartered in the United States. TrustWay does not agree to provide services specific to or otherwise compliant with applicable rules existing beyond the jurisdiction of the United States.
In rendering Services, TrustWay does not guarantee or promise that Services, deliverables, or any resulting work product will comply with legal or regulatory requirements.

4. DURATION AND TERMINATION

The Enrollment Form details the duration of the Services and the Effective Date. Should the Enrollment Form fail to include detail regarding the duration of the Engagement, the engagement for Services will remain effective for twelve (12) months from the Effective Date. After the Agreement runs its natural course, you agree that the Terms shall renew on a month-to-month basis as needed to finalize any pending Services.
If the Enrollment Form does not contain an Effective Date, then the effective date will be the first date upon which TrustWay began providing Services to you, as determined by TrustWay. You are considered to have accepted and agreed to the Terms in the event Services have commenced by TrustWay and payment on one or more invoices relating to Services have been made, even if a signed copy of the Enrollment Form is not returned to TrustWay.
If you desire to terminate the renewed month-to-month arrangement, you may do so by providing written notice to TrustWay seven (7) calendar days prior to the desired date of termination. TrustWay may terminate these Terms, in its sole discretion, by providing written notice to Client, which shall be effective immediately upon issuing the notice. By purchasing Services, you agree that TrustWay may limit, suspend, or terminate your participation in Services or TrustWay-led programs without refund or payment forgiveness if you breach these Terms as determined by TrustWay. TrustWay may terminate these Terms if you are difficult to work with or fail to follow our general guidelines. You understand that in the event of such termination for any of the reasons outlined herein, you will still be liable for any outstanding amount owed TrustWay.

5. FEES AND PAYMENT OPTIONS

You agree to compensate TrustWay for all services rendered to you. All payments are non-refundable once made. The compensation structure for the Services and other payment terms are detailed in the Enrollment Form.
TrustWay has exclusive and final authority with regard to pricing. Hourly rates are modified from time to time in accordance with prevailing market conditions. TrustWay may also establish and impose any conditions for acceptance that TrustWay deems advisable.
You agree to remit payment to TrustWay pursuant to the details selected in the Enrollment Form.
TrustWay reserves the right to request payment of fees, expenses, or disbursements in advance, when necessary and to adjust the frequency of sending invoices or payment reports, if any.
TrustWay may incur additional charges in providing Services to you under these Terms. TrustWay will reasonably endeavor notify you of any additional charges before incurring them. Additional costs and expenses may include, but are not limited to, transportation costs and fees to third-party vendors. You agree to reimburse TrustWay for reasonable costs or expenses incurred reasonably flowing from TrustWay’s provision of Services to you.

5.1. WORK ESTIMATES

At your request, TrustWay may provide you with a budget estimate of time and fees in advance of commencing work on Services. This budget estimate is not to be construed as a fixed fee but will be dependent on the final time spent to complete Services. The estimate will be based on the assumption that TrustWay has timely access to the information and personnel that are required to complete Services in a cost-effective manner and within relevant deadlines. In the event TrustWay is required or requested to work above the time allotment indicated in the Enrollment Form or in an estimate, you agree to remit full payment at TrustWay’s hourly or flat rate, as applicable, as compensation for all work performed.

5.2. CHARGEBACKS PROHIBITED

You waive any right you may have to request a chargeback through your credit card, banking institution, or any authorized representative for Services or any other amount paid to TrustWay. You will be responsible for and will indemnify TrustWay for any and all chargebacks initiated by you, or your partners, affiliates, representatives, or associated individuals (which includes, but is not limited to the individual owners of an associated entity that hired TrustWay) in relation to this Agreement.
If TrustWay is harmed by your chargeback, including, but not limited to TrustWay suffering financial loss of the clawback of funds or TrustWay expending time to respond or otherwise object to your chargeback, you agree to pay TrustWay the higher amount of either (i) 3 times the amount of your unauthorized chargeback, or (ii) a $3,000.00 penalty. You will also be responsible for all attorneys’ fees and any associated expenses spent pursuing the chargeback.

5.3. LATE FEES AND FEE DISPUTES

Failure to timely remit payment may result in late payment penalties including, but not limited to, three percent (3%) of the invoice total applied to the late invoice.
Unless otherwise expressly agreed, invoices for fees, expenses, and disbursements necessarily incurred for the provision of Services will be rendered in advance. You must raise, by providing written Notice, any questions, comments, or disputes on invoices must be raised within five (5) days of invoice issuance.

6. SERVICE GUIDELINES AND DISCLAIMERS

TrustWay reserves the right to determine which staff members will assist you with the provision of Services but will endeavor to accommodate your requests for a particular staff member. TrustWay has the right to hire qualified contractors and/or to use qualified employees of its own to perform its obligations hereunder.
Whether Services are within TrustWay’s skillset is a decision to be made at TrustWay’s sole discretion.
TrustWay makes no guarantees or warranties in the disposition or outcome of any Services provided to you. TrustWay is not and does not hold itself out to be capable of advising or otherwise holding any of the following titles: employee, agent, lawyer, doctor, manager, therapist, business manager, registered dietician, registered nurse, broker, financial analyst, or psychotherapist. TrustWay only provides Services in line with what would be expected of a licensed Homemaker and Companion Services provider and in conformity with the limited scope and terms of these Terms. TrustWay does not owe you any fiduciary duties.

6.1. INDEPENDENT CONTRACTOR RELATIONSHIP

TrustWay provides Services in the capacity of independent contractor. Nothing in these Terms will be construed to make TrustWay an employee, partner, joint venturer, agent or to otherwise make TrustWay liable for your obligations, acts or activities. TrustWay has the sole right to control and direct the means, places, manner, and method by which it will perform its obligations hereunder. TrustWay also has the right to perform such obligations at any place or location and at such times as TrustWay may reasonably determine.
Neither TrustWay nor TrustWay’s employees or contract personnel are or shall be deemed your employees or affiliated entities. TrustWay has the right to perform Services for others during the term of the Agreement and is not required to devote full-time to the performance of its obligations hereunder.

6.2. THIRD PARTY VENDORS

TrustWay may provide you with names of service providers or vendors (including, but not limited to, home inspectors, engineers, contractors, repairpersons, among others) that have been recommended to us or with whom we have a business relationship. Our doing so shall not in any way be construed to guarantee the quality or work product of any such providers or vendors. The final choice of any service provider rests solely with you. You are responsible for and should independently ensure competency of any individual or organization hired on your behalf, even those referred by TrustWay or TrustWay’s representatives. Your relationship with third party service providers or vendors may be governed by additional terms and conditions, which you should carefully review.
You agree to release, hold harmless and indemnify TrustWay and its Released Parties from all claims or losses that in any way arise out of, or relate to, the selection or use of any such service provider.

7. LIMITATION OF LIABILITY AND INDEMNITY

You agree that you will use TrustWay’s Services at your own risk. You also agree to release, indemnify and hold harmless TrustWay, its officers, employees, directors, subsidiaries, representatives, principals, agents, heirs, executors, administrators, successors, assigns, program participants, and related entities (“Released Parties”), from any and all damages that may result from any claims arising from any agreements, actions, causes of action, contracts, claims, suits, costs, demands and damages of whatever nature or kind in law or in equity arising in the provision of Services, including, but not limited to, participation in or attendance to TrustWay events or sponsored programs. You accept any risks, foreseeable or unforeseeable, to the full extent permitted by law.

You agree that the TrustWay will not be held liable for damages of any kind resulting or arising from direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of TrustWay’s Services. TrustWay assumes no responsibility for errors or omissions, including privacy or proprietary rights violations, occurring in the provision of Services or that may appear in any of TrustWay’s materials. You agree and understand that you are solely responsible for ensuring that all Services provided under these Terms, including services by third party providers, comply with applicable law.

You agree to indemnify, defend and hold harmless, TrustWay and the Released Parties from any and all liabilities, claims, demands, damages, injuries, and actions, including court costs and attorney fees, which TrustWay may incur, suffer, become liable for, or which may be asserted or claimed against TrustWay as a result of the willful misconduct, negligent acts, deceptive practices, misrepresentations, fraudulent acts, omissions or criminal activity by you or any of your employees, agents or representatives.

You must promptly notify us in writing of any claim, lawsuit, investigation, enforcement action or subpoena within five (5) days of receipt by you. TrustWay may but is not obligated to participate in any claim or proceeding through counsel of its choice at its own expense. This obligation to defend, indemnify and hold harmless TrustWay shall survive the expiration or termination of these Terms. No settlement of any claim, proceeding or investigation may be finalized nor any consent to the entry of a judgment against TrustWay without TrustWay’s prior written consent.

8. REGULATORY COMPLIANCE

You agree that regulatory compliance is specifically excluded from TrustWay’s offered Services. TrustWay is not responsible for testing, auditing, or ensuring that Services rendered by us or third-party service providers are compliant with the Americans with Disabilities Act (“ADA”) or other applicable laws and regulations. You acknowledge that TrustWay does not provide legal advice or recommendations as to the applicability or compliance of any laws or regulations.
TrustWay’s Services are provided on an “as is” basis. You acknowledge that noncompliance with laws and regulations may result in fines, additional fees, or other consequences. You accept all liability for any damage, failure, or loss incurred resulting from the failure to ensure regulatory or legal compliance of Services rendered by TrustWay.

9. YOU RESPONSIBILITIES, REPRESENTATIONS, AND WARRANTIES.

You agree to be truthful with TrustWay, to cooperate, to keep us informed of any relevant information or developments in connection with the Services, to abide by these Terms, to pay our fees on time and to keep us advised of your contact information (email addresses for you and your representatives, physical address, telephone number, etc.). You also agree to provide all information and documents necessary for TrustWay to provide Services.
You acknowledge it is your responsibility to actively and timely inform TrustWay of important deadlines well in advance of the deadline. TrustWay will make a good faith effort to satisfy any deadline on your behalf. However, we cannot guarantee the satisfaction of deadlines that are not timely conveyed to TrustWay.
You acknowledge the importance of ongoing communication between you and TrustWay. You agree to timely respond to TrustWay’s requests for documentation and information needed for TrustWay to perform Services. You take full responsibility for any unfinished work that results from your failure to respond to TrustWay’s request, untimely response to time-sensitive correspondence, or other requests made by TrustWay.
You agree to the following representations, warranties, and acknowledgments:
• You are of sound mind, have the capacity and authority to enter into these Terms and have authority to bind the individual or entity identified as an essential party to this agreement;
• You, and your representatives, agents and affiliates are not now, nor will they be during the pendency of this engagement, engaged in any fraudulent activity, or any other dishonest or deceptive conduct or schemes; and
• You agree that TrustWay will bear no responsibility for any issues whatsoever arising out omissions or misdealing with your business relationships, including third-party vendors.

9.1. USE OF DOCUMENTS AND INFORMATION

You represent that you own or have full lawful power and authority to provide and use all documents and information provided to TrustWay, and that the use of the documents and information provided by you does not and will not violate the rights of or create liability to any third party. You represent that all documents and information provided to TrustWay do not contain any matter that is false, deceptive or defamatory or which may cause injury or result in damage to TrustWay or any third party.

10. PRIVACY; THIRD-PARTY PROVIDERS AND SECURITY

In the course of providing Services, TrustWay may receive nonpublic personal information about you. TrustWay will hold such information in strict confidence. Such information will not be intentionally disseminated to any person or entity outside TrustWay without your consent unless such disclosure is warranted to provide Services, including services by service providers or third-party vendors, or is required under applicable law. You consent to TrustWay’s work with and subsequent disclosure of your information to third-party providers as deemed necessary by TrustWay and in TrustWay’s sole discretion for the provision of Services. TrustWay uses reasonable administrative, technical, and physical security measures to protect your records and personal information, however, TrustWay cannot guarantee the manner in which your information is processed or stored by third parties. If you do not want us to collect, use or disclose information about you, then you must let TrustWay know in writing. Please note that if you wish to exercise any privacy rights conferred to you by law, you must contact TrustWay directly as set forth below.
TrustWay may store some or all of your files on a variety of digital platforms, including third-party cloud-based servers (which include, but are not limited to Microsoft One Drive, Google Drive, etc.). Although TrustWay makes a good faith effort to ensure hardware, servers, recordings, transcriptions, notes, and software are secure, there remains a risk that your confidential or private information may be disclosed though an unanticipated data breach. By signing this Agreement, you consent to TrustWay’s use of such software, storage services, that meetings may be recorded, and consents to any associated risks. TrustWay may share confidential information about you with service providers.

11. NO LEGAL OR PROFESSIONAL ADVICE

You understand and acknowledge that the Services provided to you by TrustWay should not be considered to be legal, financial, investment, tax, insurance, medical or any other kind of professional advice. You understand and agrees that TrustWay is not a law firm or healthcare provider. You understand that TrustWay makes no representations, promises, assurances or warranties as to the results you may achieve by implementing any advice, information, tools or techniques You agree to exercise good judgment and seek independent professional legal, financial, investment, and insurance advice before relying or acting upon any information from Services or in materials provided to you by TrustWay.

12. NON-DISCLOSURE AND NON-DISPARAGEMENT

You acknowledge and agree that you will not make or induce others to make any negative, critical, or adverse remarks, whether written or oral, concerning TrustWay, or any of TrustWay’s affiliated entities, officers, directors, employees, other members of TrustWay, its publications, products, or services except if testifying truthfully under oath pursuant to a lawful court order or subpoena.

13. NON-SOLICITATION

You understand and agrees that TrustWay invests in substantial training of its employees and staff (“Personnel”). Therefore, during this Agreement, including, without limitation, any extensions, renewals and/or continuations thereof, and for a period of two (2) years thereafter (the “Restricted Period”), you agree that neither you, nor any other person or entity over which you exercise direct or indirect control, in full or in part (hereafter “Related Person”), shall directly or indirectly solicit for employment, hire, or accept business from any Personnel, customer, or supplier of TrustWay, who has a material business relationship with TrustWay during the Restricted Period. Moreover, in the event any court of competent jurisdiction shall determine that the scope, time or territorial restrictions above are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent under the law.

14. INSURANCE

You agree that at all times during the term of this Agreement, you shall obtain and maintain such insurance coverages as necessary for TrustWay to provide Services to you, such as automobile insurance. You agree to provide TrustWay with evidence of such insurance upon reasonable request. TrustWay shall not be liable for failure to provide Services pursuant to these Terms as a result of your failure to provide evidence of insurance necessary to perform Services.

15. NOTICES

TrustWay, in its discretion, may give you Notices by means of: (i) by electronic mail to your e-mail address on record with TrustWay, (deemed given upon electronic delivery); or (ii) by written communication sent by first class mail or pre-paid post to you address on record with TrustWay (deemed given upon the expiration of seventy-two (72) hours after mailing if sent by first class mail or pre-paid post). You shall give notice to TrustWay by email to Info@TrustWayConcierge.com. Notices will not be effective unless sent in accordance with the above requirements.

16. MEDIATION

In the event a dispute shall arise from these Terms or use of our Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, you agree to resolve the dispute by individual mediation with a mediator selected by the parties in accordance with the mediation procedures of United States Arbitration & Mediation, applying Florida law. The parties shall cooperate with one another in selecting a mediation service, in selecting a neutral mediator and in scheduling the mediation proceedings. The parties agree that the mediator’s fees and expenses and other costs incidental to the mediation will be shared equally between the parties.

The parties further agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.

17. JURISDICTION AND FORUM SELECTION; NO JURY TRIALS

All matters relating to these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action, or proceeding arising out of, or related to, these Terms or our Services shall be instituted exclusively in the United States District Court for the Southern District of Florida or the appropriate courts of the State of Florida located in Miami-Dade County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Each of the parties hereby irrevocably and unconditionally waives any and all right to trial by jury in any action or proceeding arising out of, or relating to, the provision of Services or these Terms.

18. LIMITATION OF REMEDIES; INJUNCTIVE RELIEF

TrustWay shall not be liable to you, or any party claiming through you, punitive or consequential damages or expenses of any type. Each Party acknowledges that they would be irreparably harmed and would have no adequate remedy at law in the event of a breach of these Terms. Accordingly, in addition to any other remedy available at law or in equity, both Parties consent to the entry of a temporary restraining order, injunction or other similar order or action of any judicial authority, without the necessity of posting a bond, to enforce the provisions regarding confidentiality.

19. ATTORNEYS’ FEES

If either party employs an attorney to enforce any of the provisions of these Terms, the non-prevailing party agrees to pay the reasonable attorneys’ fees and disbursements, at trial and on appeal, of the prevailing party.

20. BINDING EFFECT

These Terms are binding upon, will inure to the benefit of, and will be enforceable by and against all the parties and their respective heirs, legal representatives, successors, and permitted assigns.

21. REMEDIES CUMULATIVE; FURTHER ASSURANCES

All rights, powers and privileges conferred hereunder, upon any party, now or hereafter existing at law, in equity or by statute. are cumulative and not restrictive of those given by law.
Each of the parties agrees to execute, deliver, acknowledge, or supply further documents, instruments and assurances as are reasonably necessary or appropriate to carry out the full intent and purposes of these Terms.

22. ENTIRE AGREEMENT; MODIFICATION

The Terms, as well as any documents incorporated by reference herein, contain the entire agreement of the parties. No other agreement, statement, oral or written communication (emails, phone calls, etc.), or promises made on or before the effective date of these Terms will be binding on the Parties. These Terms replace any previous agreements between us in relation to or in contemplation of the engagement and professional relationship between the Parties and shall apply to any future engagements TrustWay may carry out on your behalf. Amendment or modification of these Terms, including the Enrollment Form, must be in writing.

23. CONSTRUCTION.

The headings used herein are for convenience only, do not constitute a part of the Terms, and shall not be deemed to limit or affect any of the provisions herein. The use of any gender herein shall be deemed to include the other gender and the neuter, as required by the context. Whenever used herein, any pronoun or defined term will be deemed to include both the singular and plural, as the context requires. These Terms will not be construed against or interpreted to the disadvantage of any party by reason of such party having structured, initially prepared or drafted these Terms or any agreements, instruments or other documents executed in connection herewith. Each of the parties acknowledges that it has had access to legal counsel in connection with the negotiation, documentation and execution of these Terms and any agreements, instruments or other documents executed in connection herewith.

24. WAIVER

TrustWay’s failure to insist on strict compliance with any of the terms, covenants, and conditions of these Terms will not be deemed a waiver by TrustWay of such terms, covenants, and conditions, or of any similar right or power hereunder.

25. COUNTERPARTS

These Terms may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument. The parties agree that signatures transmitted electronically, whether sent via facsimile or emailed as attached files (e.g., PDF), will be acceptable to bind the parties and will not in any way affect its validity.

26. SEVERABILITY; SURVIVAL

If any provision or part of any provision of these Terms is held in whole or in part to be unenforceable, invalid, or illegal, for any reason, such portion shall be considered severed from therefrom and its provisions shall otherwise continue in full force and effect and be otherwise unaffected. All applicable terms of the Terms are to be performed and continue beyond the expiration or prior termination hereof, shall survive the expiration or termination of the Terms.

27. FORCE MAJEURE

TrustWay will not be liable for delay or failure in performance resulting from acts beyond the control of TrustWay, including, but not limited to, power failures, hurricanes or inclement weather, traffic, banking delays, governmental shutdowns, pandemics, or other unexpected acts of nature. TrustWay’s performance in such circumstances will be suspended for the period of delay. Where it is reasonably foreseeable that the delay will be indefinite, then the terms which cannot be performed will be deemed invalid and severed from the balance of the Agreement. TrustWay will be excused from performing the severed terms based on frustration. TrustWay bears no responsibility for suspension, severance, or other delay of material provisions to these Terms, which result from the types of unexpected acts detailed herein.

28. NO THIRD-PARTY BENEFICIARIES
These Terms is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such successors and permitted assigns, any legal or equitable rights hereunder.

CONTACT INFORMATION
If you have any questions about these Terms, please contact us at Info@TrustWayConcierge.com.