Celebrating Over 20 Years of Excellence

Terms of Service

The following Terms of Service are incorporated into every Agreement between Brookstone and its Contractors or Vendors, and govern Contractor or Vendor access to and use of Brookstone’s systems, platforms, and assignment of services, provided that in the event of any conflict between any terms of these Terms of Service and any term in any Vendor Contract, the terms of a fully executed Vendor Contract shall control with respect to the subject matter thereof.

A. Definitions

For the purpose of this Agreement, the following definitions apply, unless otherwise expressly stated in a written agreement executed by the Parties:

  1. “Aspen Grove” shall refer to Aspen Grove Solutions, Brookstone’s designated technology and compliance platform provider. 
  2. “Contractor” shall include all Contractor employees, subcontractors and affiliates engaged by Contractor in the performance of Services for Brookstone.  Contractor shall have the same meaning as “Vendor”.
  3. “Confidential Information” shall mean all non-public information disclosed by one Party to the other, including but not limited to client data, consumer personal information, loan data, property information, pricing, proprietary processes, and information marked or reasonably understood to be confidential.
  4. “Data Breach”  shall mean any actual or suspected unauthorized access to, acquisition of, disclosure of, or loss of Confidential Information or personal data.
  5. “Government-Sponsored Entities and Agencies” (“GSEs/Agencies”) shall refer collectively to the Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“Fannie Mae”), the Federal Housing Administration (“FHA”), the Department of Housing and Urban Development (“HUD”), the Department of Veterans Affairs (“VA”), and their respective successor entities.
  6. “Guidelines” shall refer to those third-party investor rules, regulations, guidelines, letters, bulletins, standards, including any publications described as “Frequently Asked Questions” which may be designated from time to time in writing by any governmental agency, GSE, Private Investor or Insurer, including applicable requirements issued by the Consumer Financial Protection Bureau (CFPB) and state regulatory authorities with oversight over mortgage servicing activities.
  7. “Immediate Notification” shall mean the prompt communication to Brookstone by Contractor, within four (4) hours, of any material incident, Escalated Event, Issue, or Reported Problem, including but not limited to any event involving media inquiries or coverage, legal claims, or actions naming or mentioning Brookstone, as well as any maintenance performed by unauthorized personnel. Immediate Notification shall be executed in accordance with Brookstone’s Procedures and applicable policies.
  8. “Loss” has the meaning set forth in the applicable Vendor Contract. 
  9. “Pricing Addendum” shall refer to the Pricing Addendum provided either with this Agreement or as amended by Brookstone in accordance with the Vendor Contract. Amendments shall take effect within fifteen (15) days of written notice to Contractor, or such shorter period as may be required by regulatory or client requirements.
  10. “Procedures” shall mean the written policies, processes, manuals, Vendor Memoranda, job aids, and operational instructions provided by Brookstone to Contractor from time to time, including those available through Brookstone’s technology platform.
  11. “Service Level Agreement” (“SLA”) shall mean the totality of those standards or requirements which Contractor must perform in order to provide the Services, all of which are set forth in the Pricing Addendum and as may be further specified in Brookstone’s Procedures, Quality Assurance standards, and Vendor memoranda, or as amended by Brookstone in accordance with the Vendor Contract.
  12. “Terms of Service” means these terms of service that are located at https://www.brookstonemanagement.com/termsofservice as updated from time to time in accordance with Section ‎P herein. Brookstone may update these Terms of Service from time to time. The current version, including its effective date, will be posted at the URL above. Contractor’s continued performance of Services after the posting of updated Terms constitutes acceptance of the updated Terms. Brookstone will provide reasonable notice of material changes.

For the purpose of this Agreement, the following definitions apply, unless otherwise expressly stated in a written agreement executed by the Parties:

  1. “Aspen Grove” shall refer to Aspen Grove Solutions, Brookstone’s designated technology and compliance platform provider. 
  2. “Contractor” shall include all Contractor employees, subcontractors and affiliates engaged by Contractor in the performance of Services for Brookstone.  Contractor shall have the same meaning as “Vendor”.
  3. “Confidential Information” shall mean all non-public information disclosed by one Party to the other, including but not limited to client data, consumer personal information, loan data, property information, pricing, proprietary processes, and information marked or reasonably understood to be confidential.
  4. “Data Breach”  shall mean any actual or suspected unauthorized access to, acquisition of, disclosure of, or loss of Confidential Information or personal data.
  5. “Government-Sponsored Entities and Agencies” (“GSEs/Agencies”) shall refer collectively to the Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal National Mortgage Association (“Fannie Mae”), the Federal Housing Administration (“FHA”), the Department of Housing and Urban Development (“HUD”), the Department of Veterans Affairs (“VA”), and their respective successor entities.
  6. “Guidelines” shall refer to those third-party investor rules, regulations, guidelines, letters, bulletins, standards, including any publications described as “Frequently Asked Questions” which may be designated from time to time in writing by any governmental agency, GSE, Private Investor or Insurer, including applicable requirements issued by the Consumer Financial Protection Bureau (CFPB) and state regulatory authorities with oversight over mortgage servicing activities.
  7. “Immediate Notification” shall mean the prompt communication to Brookstone by Contractor, within four (4) hours, of any material incident, Escalated Event, Issue, or Reported Problem, including but not limited to any event involving media inquiries or coverage, legal claims, or actions naming or mentioning Brookstone, as well as any maintenance performed by unauthorized personnel. Immediate Notification shall be executed in accordance with Brookstone’s Procedures and applicable policies.
  8. “Loss” has the meaning set forth in the applicable Vendor Contract. 
  9. “Pricing Addendum” shall refer to the Pricing Addendum provided either with this Agreement or as amended by Brookstone in accordance with the Vendor Contract.  Amendments shall take effect within fifteen (15) days of written notice to Contractor, or such shorter period as may be required by regulatory or client requirements.
  10. “Procedures” shall mean the written policies, processes, manuals, Vendor Memoranda, job aids, and operational instructions provided by Brookstone to Contractor from time to time, including those available through Brookstone’s technology platform.
  11. “Service Level Agreement” (“SLA”) shall mean the totality of those standards or requirements which Contractor must perform in order to provide the Services, all of which are set forth in the Pricing Addendum and as may be further specified in Brookstone’s Procedures, Quality Assurance standards, and Vendor memoranda, or as amended by Brookstone in accordance with the Vendor Contract.
  12. “Terms of Service” means these terms of service that are located at
    https://www.brookstonemanagement.com/termsofservice
     as updated from time to time in accordance with Section ‎P herein. Brookstone may update these Terms of Service from time to time. The current version, including its effective date, will be posted at the URL above. Contractor’s continued performance of Services after the posting of updated Terms constitutes acceptance of the updated Terms. Brookstone will provide reasonable notice of material changes.

B. Contractor Field Services Personnel

Contractor agrees that any Contractor personnel performing Services on behalf of Contractor shall be subject to the applicable terms and conditions outlined in the Agreement and any applicable written statement of work (“SOW”) or work order issued by Brookstone.  Contractor further agrees to cooperate with Brookstone’s reasonable compliance, audit, and oversight requests relating to Contractor personnel, as required by applicable law, regulation, investor, insurer, or client requirements. 

  1. No Contractor Field Services Personnel Beneficiaries:  Contractor and Brookstone agree that these Terms of Service and any related Agreement are for the benefit of the Parties hereto, and is not intended to confer any rights or benefits on any third party, including any employees or contractors of the Parties, and that there are no third party beneficiaries as to these Terms of Service or any agreement or any part or specific provision thereof.  Brookstone shall not be responsible for any direct payment for Services to Contractor Field Services Personnel.
  2. Contractor Field Services Personnel Limitations:  Contractor represents and warrants that the Services performed for Brookstone shall not be performed by any entity or individual other than Contractor or Contractor Personnel unless such Services require a Certified Licensed Professional to perform such Services or Brookstone provides prior written authorization.    
  3. Contractor Personnel Liens and Indemnification:  Contractor’s indemnification obligations relating to liens, claims, and losses arising from Contractor Personnel activities are set forth in the Vendor Contract.
  4. Contractor Personnel Code of Conduct:  Contractor represents and warrants that Contractor Personnel shall comply with Brookstone’s Code of Conduct, as provided during onboarding and as updated from time to time. Enforcement of the Code of Conduct, including remedies for non-compliance, is governed exclusively by the Vendor Contract and applicable Brookstone policies. 
  5. Labor Relations: Contractor will comply with all applicable federal, state, and local labor laws, including the Fair Labor Standards Act, the Service Contract Act, and all applicable regulations concerning wages, hours, method of payment, and nondiscriminatory practices.
  6. Equal Opportunity: During the performance of Services, Contractor agrees to comply with all applicable federal, state, and local laws prohibiting discrimination in employment, including but not limited to Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the New Jersey Law Against Discrimination, and any other applicable anti-discrimination laws and executive orders.

C. Background Check Requirements for Contractor Personnel

Contractor represents and warrants that Contractor Field Services Personnel shall complete a Background Check in accordance with Brookstone’s Background Check Policy requirements, as incorporated into the Vendor Contract. Contractor Personnel must have successfully completed a Background Check in accordance with Brookstone’s Background Check Policy prior to receiving Work Order assignments, except as provided in the Exceptions to Background Checks section of the Brookstone’s Background Check Policy. 

D. Performance Standards

Contractor agrees that the Services described in these Terms of Service shall be performed (i) as required per the terms of these Terms of Service; (ii) in accordance with the Service Level Agreement (that is attached to the Vendor Contract/SOW); (iii) in compliance with applicable Procedures; and (iv) in accordance with applicable Law.  In the event Contractor fails to perform as set forth herein, Contractor shall immediately correct such failure, at its own expense, and to Brookstone’s reasonable satisfaction within the timeframe set by these Terms of Service.  Reimbursement for any failure by Contractor to meet performance standards shall be processed through Brookstone’s established quality review and invoice rejection process, with any disputed amounts subject to the resolution process set forth in the Vendor Contract. Brookstone’s Quality Assurance team will monitor Contractor performance through statistical sampling, field quality inspections, and system-of-record tracking as described in Brookstone’s Quality Assurance Policy.

E. Contractor’s Quality Assurance Program

Contractor will have a Quality Assurance Program to ensure that Services performed for Brookstone are completed pursuant to the that is attached to the Vendor Contract/SOW. At a minimum, under Contractor Quality Assurance Program, Contractor  will (i) make a statistically based sampling of the completed Services or billed Services in each month; (ii) evidence that the Quality Assurance Program was performed by documenting the results and the findings from this statistical sample (e.g., compliance with the applicable  Procedures); and (iii) the remediation plans for those Services failing to meet the Minimum Service Level standards identified in the Contractor Quality Assurance Program. Contractor’s Quality Assurance Program shall be subject to review and validation by Brookstone’s QA team and shall be consistent with Brookstone’s Quality Assurance Policy. Brookstone reserves the right to conduct independent quality reviews, including secondary QA review of a minimum of 20% of maintenance orders.

F. Workflow Process and Procedures

Contractor will provide the Services and submit and handle any Work Orders in accordance with the Procedures.  Brookstone shall provide to Vendor the written Procedures separately from the terms and conditions of these Terms of Service.  The Parties acknowledge and agree that from time-to-time, Brookstone, at its sole discretion and upon providing Contractor with fifteen (15) days advance notice, may amend the Procedures and the workflow processes may be changed, updated, amended or clarified during the term of the Vendor Contract.   Notice timeframes may shorten if the changes are due to regulatory or compliance requirements.  Material failure to comply with Procedures may result in corrective action, suspension of work orders, or termination of Vendor access, as determined by Brookstone in accordance with applicable agreements and policies. Changes to Procedures will be communicated via Vendor Memoranda, which Contractor must acknowledge receipt of by replying to the Vendor Management intake email. Acknowledgments will be cataloged in the compliance register and saved in the vendor management folder in iProperty. Contractor is responsible for communicating the content of Vendor Memoranda to Contractor Personnel immediately upon receipt.

G. Security Measures

All results associated with Work Orders and Services shall be delivered through Brookstone’s secure Website portal or via secure emails or FTP file transfers, or other secure methods expressly approved by Brookstone.  Contractor agrees to comply with Brookstone’s Information Security Policy and applicable data protection laws. Security controls, breach notification requirements, and audit rights are governed by that policy and the Vendor Contract.  Only Contractor Personnel shall transmit or deliver results to Brookstone.

H. Event Notification and Management

Contractor shall promptly notify Brookstone of material incidents, Escalated Events, or Reported Problems relating to the Services, in accordance with Brookstone’s Procedures and applicable policies. Contractor represents and warrants that it has instructed each of its Contractor Personnel that any Immediate Notification required under these Terms of Service shall be made to Brookstone within four (4) hours following any Escalated Event, Issue, or Reported Problem or Incident arising from Contractor’s fulfillment of the Work Order or Services. Contractor will provide Brookstone with an Immediate Notification after the discovery, or upon receiving notification of any media inquiry or coverage, including any public or private statement regarding the commencement of a claim, complaint or legal action against Contractor and/or Contractor Personnel in which Brookstone was named or mentioned in any such actions. Contractor shall not comment with any media party without first obtaining Brookstone’s consent. Contractor shall provide an Immediate Notification to Brookstone if any maintenance performed at the Property was completed by someone other than Contractor or Brookstone.

For consumer or customer Complaints, Contractor shall follow the notification and escalation procedures set forth in Brookstone’s Complaint Case Tracking & Resolution Process, including immediately directing complainants to their mortgage company and providing Client Contact Information.

Contractor shall provide an Immediate Notification to Brookstone upon discovery of any actual or suspected Data Breach involving Brookstone or client data.
Contractor agrees to maintain internal escalation processes sufficient to meet Brookstone’s incident reporting requirements. Contractor shall promptly notify Brookstone of any material incident, legal claim, or third-party inquiry relating to Services that could reasonably impact Brookstone or its clients.

I. Records and Information Retention

Contractor agrees to comply with Brookstone’s Record Retention Policy and any litigation hold or preservation obligations communicated by Brookstone. Records and Information shall be maintained in Brookstone’s designated systems of record, including iProperty and iRecord, where applicable. Data purges of work order and associated data shall be performed via Aspen Grove Solutions. Contractor shall not independently purge, delete, or destroy Records and Information without Brookstone’s prior written authorization.  Upon notice from Brookstone of pending or anticipated litigation or government investigation, Contractor shall immediately suspend all destruction of Records and Information until further notice.

J. Dedicated Team and Support

Contractor will use commercially reasonable efforts to maintain a team of competent, dedicated, and fully trained Contractor Personnel that are necessary and required to support the Services performed for Brookstone.  

  1. Audits and Examinations.  In the event that Brookstone becomes aware of an audit or examination, and anticipates assistance from Contractor, Brookstone shall notify Contractor of the audit date, the audit requirements and the audit delivery timeframes where reasonably practicable.  Contractor shall use commercially reasonable efforts to provide audit support services upon Brookstone’s reasonable request at no additional expense in accordance with applicable policies and agreements.  Contractor shall designate and assign an audit coordinator, who shall be the primary contact for providing the requested documentation and services to Brookstone, which may be changed with notification to Brookstone. In addition to supporting examinations by regulatory entities, Contractor shall cooperate with Brookstone’s Subcontractor Audit program, including annual self-assessment questionnaires, targeted virtual audits, onsite security audits, and post-incident audits, as described in Brookstone’s Subcontractor Audit Policy. Brookstone may conduct cybersecurity audits quarterly or semi-annually for high-risk or high-volume subcontractors, or ad hoc based on risk signals or client requests.
  2. Contractor Personnel Training.  Contractor will require Contractor Personnel to complete a training program and hold Contractor Personnel accountable for compliance with policies and procedures applicable to Services provided for Brookstone.  Training program should include, but is not limited to training that is specific to Brookstone expectations and the Procedures.  Contractor agrees that Contractor Personnel shall complete required training as set forth in Brookstone’s training policies and vendor onboarding requirements, as updated from time to time. Contractor agrees to participate in a minimum of one field‐training meeting with Brookstone and will also attend scheduled meetings with a notice of no less than 48 hours. Training completion records shall be maintained in iProperty and shall be a condition of receiving Work Order assignments

K. Intellectual Property

Brookstone retains all ownership rights, title, and interest in its intellectual property, including but not limited to proprietary processes, technology systems, branding, and work product. Where necessary for contract performance, Brookstone may grant Contractor a specific, revocable, non-transferable license to use its intellectual property, limited to the specific contract purposes and terminable at will by Brookstone. Contractor shall ensure that it has obtained all necessary rights, licenses, and permissions for any third-party intellectual property used in performing Services, and shall assume full responsibility for any third-party IP used, including associated licensing fees or potential infringement claims.

L. Data Protection and Confidentiality

Contractor shall protect all Brookstone and client data from unauthorized access, misuse, and loss. Contractor shall implement and maintain cybersecurity controls in line with ISO 31000:2018 or equivalent frameworks. All Confidential Information shall be used strictly for the performance of contractual duties and disclosed only to individuals with a direct need to know. Contractor’s confidentiality obligations shall survive termination of the Vendor Contract.

M. Insurance Requirements

Contractor shall maintain, at its sole expense, the insurance coverages specified in the Vendor Contract, including General Liability, Workers’ Compensation, and Automobile Liability insurance. Certificates of Insurance must be provided during onboarding and renewed annually. Failure to maintain required insurance is grounds for immediate suspension of Work Order assignments.

N. Modification of Terms

Brookstone may modify these Terms of Service from time to time by posting updated terms at the applicable website. Continued use of Brookstone’s systems or acceptance of work following such posting constitutes acceptance of the modified Terms of Service, provided that no modification shall amend any executed Vendor Contract without written agreement of the parties.

O. Governing Law

These Terms of Service and the Vendor Contract shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of laws principles. Any disputes arising under or in connection with these Terms or the Vendor Contract shall be subject to the exclusive jurisdiction of the state and federal courts located in Monmouth County, New Jersey. 

P. Severability

If any provision of these Terms of Service or the Vendor Contract is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Q. General Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of Services under these Terms of Service and any related Agreement.

R. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations under these Terms of Service due to events beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, strikes, epidemics, or governmental actions. However, this provision does not excuse Contractor’s obligations related to data protection and confidentiality.

S. Notices

Any notices required or permitted under these Terms of Service or any Vendor Contract shall be in writing and delivered by hand, certified mail (return receipt requested), or recognized overnight courier to the addresses specified by the Parties. Notices shall be deemed effective upon receipt or, if sent by certified mail, three (3) business days after mailing.

T. Limitation of Liability

To the maximum extent permitted by law, Brookstone shall not be liable for indirect, incidental, consequential, or punitive damages arising out of or related to these Terms of Service.