Agreement Addendum between User and Business Partnering International, Ltd. (BPI)
This Web site is offered to the User (Certified Agency) conditioned upon acceptance by the User without modification of the terms and conditions contained herein. This Agreement Addendum supplements the General Agreement. Use of the services, contents and/or products presented in any and all areas of this site constitutes the User’s agreement to abide by the General Agreementand by the following terms and conditions. BPI and AgencyFinder are used interchangeably, as are Certified Agency, agency and agencies.
The process to find and ultimately hire a new marketing partner is both revealing and exciting, but it is equally demanding and challenging. A successful “agency search” (as it is generally known) is best done as a linear process under close supervision and control. Both parties (agency candidates and client advertiser) will invest time, talent, energy and money. As the managing party, AgencyFinder too must be treated with courtesy and respect.
These “terms” provide the guidelines for start-to-finish fair-play …
Qualified & Certified Agencies
BPI certifies advertising, public relations, direct marketing, digital, interactive, media buying, sales promotion, web development agencies and other marketing firms based on information furnished by them during the registration and enrollment process. Agencies must meet or exceed current BPI standards to become Certified Agencies.
By registering, you confirm that the information you supply is complete and accurate to the best of your knowledge; that you are empowered and authorized to provide this information and enroll the agency for “certification”; that you accept responsibility for keeping your agency data accurate and up-to-date; that you are not enrolling your agency under false pretenses; and that you will respond in a reasonable length of time to our email or telephone inquiries.
Certified Agencies are NOT notified or invited to respond to a search until a BPI consultant has spoken with the client by telephone. Our client call is to validate the search, learn more about the search requirements and, if appropriate, assist in making positive adjustments in the search criteria. Certified Agencies do not learn the names of companies and/or individuals conducting searches except in those cases when a specific inquiry is extended to a specific agency.
If a searcher rank orders his or her final agency selections, Certified Agencies will be invited in the order assigned until the number of agencies requested by the client has agreed to become contenders or until we have exhausted the list; otherwise, we will invite selected Certified Agencies in the order we deem appropriate. Certified Agencies MUST make their initial telephone contact with the searcher within four business days of our notice and invitation.
When Certified Agencies receive a new business invitation and introduction, they learn searcher/client name, contact, search assignment details, first-year budget and all search criteria known to BPI.
Your Due-Diligence Interview
In our agency review process, the agency/client due-diligence telephone interview is a vital component. Each party has the opportunity to learn and explore the likelihood that the two are a potential “good” match. That determination is based on whatever takes place during that single but otherwise unlimited telephone conversation. Following that call, unless there is mutual agreement that a “match” does not exist, the client will consider your agency a “Contender.” As such, the client will investment-spend time and resources to weigh your agency’s candidacy. As a “Contender,” your agency has the potential to bump another from contention, so you must clearly decline (immediately and in writing) both to client and AgencyFinder.
Otherwise, as a “Contender” you are obligated to immediately become “fee-paid.”
Non-Pursuit Provision & Fee Discussions
AgencyFinder Certified Agency relationships are based on trust. When a Certified Agency declines a client invitation for any reason, they agree to withdraw completely from consideration. BPI’s client and consultant relationships encourage the free exchange of information on search activity. If a declining Certified Agency attempts to re-establish contact without going through BPI/AgencyFinder, then that agency may be immediately and permanently removed from the database, and the client/consultant advised that the agency has failed to abide by these Terms and Conditions.
If your Certified Agency consummates a relationship that includes any compensated business with a client initially introduced by AgencyFinder within 12 months of that original agency invitation, it shall be deemed an introduction made by AgencyFinder. Upon BPI’s discovery of that fact, if your agency is not fee-paid, it shall be subject to a surcharge equal to the current balance due and is payable on demand.
Clients know each Certified Agency is meant to be fee-paid in order to participate in a review and those figures are published on the website for all to see. We do not disclose to clients which agencies are fee-paid and to what extent, nor do we disclose the agency’s payment history and punctuality. Likewise, we do not expect any agency to discuss their AgencyFinder fee status with a client, particularly as an excuse for not participating as a contender. Clients consider that rude and foolish and will drop any agency that does so.
Data Currency & Agency Status
It is critical that each Certified Agency maintain the currency of its profile data and contact information. To that end, although the AgencyFinder staff makes periodic outreach to registered agencies via telephone, special emails and agency newsletters, it is the agency’s sole responsibility to insure that their profile is complete, current, accurate and honest in reflecting agency credentials and accomplishments. The selection, subsequent invitation and introduction of an agency is a function of that profile. Each Certified Agency is given the due-diligence telephone interview as their opportunity to determine and decide if they wish to become a contender and subsequently pay any AgencyFinder fees still due. The success of any resulting relationship is strictly and solely between the agency and the client. AgencyFinder accepts no responsibility for the success or failure of any agency/client relationship that results from an AgencyFinder introduction and no adjustment in fees (paid or due) shall be made.
The Certified Agency’s voluntary registration and subsequent data-entry of agency profile information is strictly at the option and execution of the agency. However, unless and until such profile is taken off-line by AgencyFinder, that profile shall remain indefinitely active, capable of surfacing in a client or AgencyFinder-managed search, eligible for invitation and introduction, and the basis for the agency’s obligation to become fee-paid if or when the agency receives an introduction and elects to become a contender.
An “off-line” agency request is only recognized and acted upon if we receive an explanatory written request (email or hardcopy) from a current officer of the Certified Agency, and only if the agency is current in their fee-payments and obligations to AgencyFinder. When that is the case, the agency profile will be taken “off-line” and made inaccessible to the agency and invisible in any public database search.
Confidentiality of Agency Data
Certified Agency information is treated with the utmost confidentiality. BPI utilizes User ID and Password technology to see that unauthorized individuals have no access to confidential Certified Agency data.
After a searching party concludes his or her online search, a BPI executive calls the client to confirm the search and to discuss the selected agencies. At that time and as part of the process, BPI will furnish the searcher with on-line access to each agency’s non-confidential profile.
At the conclusion of an actual search, whether it results in the award of business or not, BPI may elect to post the non-confidential details of that search (Client name, consultant name, location, logo, business category, budget range, agency finalists, agency logo, awarded agency and location) on the AgencyFinder website; in the agency Flash Report newsletter; the Client Search News newsletter; industry trade publications; or within the framework of a industry association presentation.
Your Certified Agency agrees to hold each invitation you receive and the details of that invitation confidential; revealing information about a search to any outside party may cause your Certified Agency to be immediately excluded from further consideration by the searcher and may lead to removal from the BPI database.
Annual Subscription Fee, Budget Option & Money Back Promise
Representation of your Certified Agency (Agency), our new business efforts on your behalf, your opportunity to be selected, our subsequent client introduction and permission granted to respond to a client’s opportunity are based on full and timely payment of all fees due to BPI. Visit North American Subscription Plan for full details.
When your Agency receives a pitch invitation (as in a client introduction), you are entitled and encouraged to initiate and hold a no-obligation telephone due-diligence interview with that client (normally within four business days of receipt) before deciding whether or not to become a contender, but final contender status is not granted until payment of the appropriate fees have been received or agreed to be paid. A Contender is any invited agency that takes any action intended or expected to enhance their competitive position following the allowed single initial client telephone due-diligence interview. As necessary, we will allow more Agencies to speak with the client than may become contenders.
Your Agency introductions are offered on the condition of prompt receipt of all fees due to BPI. Fees due are represented on an accompanying or separately sent invoice. Payment of any balance is due at BPI headquarters fifteen (15) days following invoice date and prior to any face-to-face client meetings. Invoices carry our Federal ID Number (for Form W-9) plus information for credit card, agency check or wire transfer payment.
It is your Agency’s responsibility to ensure that payment is received. We are not responsible for the failure of any carrier to deliver the instrument of payment. We encourage Agencies to pay by credit card, Agency check (using our Federal Express account #) or wire transfer of funds to ensure they become contenders in a particular search. Upon timely receipt of payment, your Agency is eligible to receive unlimited new business inquiries and client-requested introductions for the remainder of your subscription period.
A FINANCE CHARGE of 24% per annum is added to account balances more than 30-days old.
When your Agency fees are delinquent, clients are notified and your Agency may be withdrawn from consideration. All accounts aged more than 90-days are referred to our attorneys for collection, subject to attorney’s fees, interest and costs.
BPI may not be able to provide introductions for each Certified Agency that registers for our services and creates a profile. Further, BPI makes no guarantees as to the number or frequency of introductions it will make, or the number of instances where your Certified Agency might surface as an initial candidate. Similarly, BPI in no way controls either the volume or the quality of clients who search at AgencyFinder.com or AgencyFinder.eu.
Each Certified agency has the opportunity to adjust and control the “magnetism” of it’s profile. The perfect profile is one that is finished and complete; the AFPI (see below) should be 90 or greater, and all checked data-fields should be those for which the agency wants to be found. Each profile should be updated by the primary new business contact periodically; the phone, fax and e-mail contacts should be current and correct, and the primary new business contact should be an agency executive authorized to conduct business on behalf of the agency, and authorized to arrange for timely payment to BPI for services rendered.
You also understand and agree that BPI makes no guarantees, either express or implied, regarding your agency’s ultimate compatibility with clients to whom you are introduced, nor is BPI in any way involved or responsible for a client’s ultimate choice of marketing partner.
AgencyFinder Power Index (AFPI) & Certified Agency Icon
Your Certified Agency earns a rating reflected by your AFPI. A perfect score = 100. The AFPI algorithm reflects the completeness of the agency data file while not discriminating between large, mid-size and small agencies with regard to capitalized billings, employee counts, number of offices, etc. Missing data, missing or incomplete essays and case histories are subtractive. The algorithm also reflects your agency’s historical record on invitation responsiveness, process compliance and fiscal responsibility. The algorithm makes no representation as to your agency personality or creative capabilities.
The Certified Agency Icon depicts your Agency’s subscription to AgencyFinder and your Agency’s AFPI. The Certified Agency Icon shall be placed on one page of your agency website; location is at Agency discretion. This “icon” confirms your subscription and “Certification,” and also displays the agency’s current Power Index rating. Two (2) bonus points are attributed to the Agency AFPI when the Icon is properly displayed. Icon and instructions for installation are found within each Agency’s Record Maintenance file.
You are invited to work with us in our Glen Allen, Virginia headquarters, although like most, you’ll probably favor the cost-savings and efficiency of working via telephone, Internet, e-mail and fax. You’ll discover that in performing our work on behalf of your agency, our interaction is quite extensive, both in communicating and interacting with you as well as on your behalf with the Clients who ask we invite your agency to become a candidate in their agency search. Your registration, the creation and upkeep of your agency Profile, multiple telephone interviews and business development discussion with BPI consultants and staff, and the subsequent steps of your involvement in a client search constitute conducting business in the Commonwealth of Virginia.
Governing Law, Forum Selection & Waiver of Jurisdiction
This Agreement Addendum shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Virginia, without regard to the conflicts of law provisions thereof. User hereby consents to the jurisdiction and venue of the federal and state courts in the Commonwealth of Virginia located in Henrico County or the City of Richmond and further agrees that said courts shall have exclusive jurisdiction for the resolution of all disputes hereunder. User hereby waives any objection to venue or personal jurisdiction.
I understand that by entering into this agreement that I have subjected myself to personal jurisdiction in the Courts of the Commonwealth of Virginia pursuant to 8.01-328.1 of the Code of Virginia and I further understand that by the use of the computer or computer network which is located in the Commonwealth of Virginia that this shall constitute an act in the Commonwealth of Virginia which is the basis for personal jurisdiction under that statute
This Agreement Addendum shall be deemed to include all other notices, policies, disclaimers, and other terms contained in this Web site; provided, however, that in the event of a conflict between such other terms and the terms of this Agreement Addendum, the terms of this Agreement Addendum shall control.
If you fail to perform any or all of your obligations under this Agreement Addendum, then you agree to pay all of BPI’s costs, including attorney’s fees (not to exceed 30%), the fees of collection agencies, and other expenses incurred by BPI in enforcing any of the terms of this Agreement Addendum. If you fail to pay any obligation within 30 days from the date that it is due, then you agree to pay 24% interest on the amount due at the rate of 2% per month.
If any provision is deemed to be unlawful or non-enforceable, that shall not affect the validity and enforceability of the remaining provisions. Any rights not expressly granted herein are reserved.