This Agreement for Outsourcing Call Center Support is a standard form business contract useful for companies interested in outsourcing their customer support call centers. It sets forth the material provisions of the service agreement, including the scope of the services, a schedule of fees and charges and a limitation of the company's liability. The document contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties.
This Agreement for Outsourcing Call Center Support is a standard form business contract useful for companies interested in outsourcing their customer support call centers. It sets forth the material provisions of the service agreement, including the scope of the services, a schedule of fees and charges and a limitation of the company's liability. The document contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties. SERVICE AGREEMENT THIS AGREEMENT (“Agreement”) is entered into between ________________, located at ___________ (hereinafter “COMPANY”) and _____________________, located at ______________________, (“User”). COMPANY and User are sometimes hereinafter referred to individually as a “Party” or collectively as the “Parties.” WHEREAS, COMPANY is an established telecommunications call center operation with offices in ______________________________ (the “Center”) which offers User the opportunity to effect efficient and cost saving teleresponse and related services for User’s customers; and WHEREAS, COMPANY and User desire to set forth the terms and conditions of each of their rights and obligations in connection with COMPANY rendering the services to be provided to User hereunder, NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: I SERVICES AND SCOPE OF WORK 1.1. COMPANY shall provide Telephone Response Services as set forth herein for User and defined in the Scope of Services attached hereto as Appendix A. The Scope of Services requires that upon the commencement of the term of this Agreement and during the term hereof COMPANY will provide to User an appropriate amount of 800#’s so that they are directed to COMPANY’s Call Center for handling by them. COMPANY shall make available an appropriate number of customer service representatives dedicated to respond to User’s customers’ calls during the hours of the service to be provided. User will supply COMPANY with periodic “Call Volume” projections to aid COMPANY in planning its staffing requirements. II MANAGEMENT REPORTS 2.1. COMPANY shall provide User with management reports as set forth in Appendix A, attached hereto. III CREDIT CARD PROCESSING 3.1. COMPANY will collect credit card information from User’s customers. User will submit the credit card information to its financial institution for both authorization and billing. Although COMPANY may record credit card information as provided by customer, COMPANY © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 shall have no liability of any kind to user or any other party for false, fraudulent or inaccurate information provided by any customer. IV FEES AND CHARGES 4.1. Fee Deposit - User shall pay to COMPANY the fees for services rendered as set forth in the Schedule of Fees and Charges in the Scope of Work attached hereto (Appendix A). Also, upon execution hereof, User shall pay to COMPANY by wired funds to the following bank account an amount equal to the projected one (1) week’s billing, as a deposit and security against all future payments of fees and charges by User. [Instruction: The Parties may agree on a different method of payment, for example, cashier’s check] This initial minimum amount is _____________ ($_______) dollars and will be adjusted, as increased volume requires. Wire to: ABA# Account# For Further Credit to: 4.2. Minimum Monthly Billing - COMPANY requires User to meet minimum billing amounts as set forth in Appendix A in order to provide such services at the pricing levels set forth in Appendix A and to keep operating costs at optimum levels. 4.3. Billing - All fees shall be billed weekly as of the last day of each week. Payment shall be due at COMPANY’s offices within five (5) business days of the receipt of invoice date. All past due invoices shall include interest at the rate of 1.5% per month. 4.4. COMPANY shall have the right to withhold the delivery to User or to any of User’s directors, officers, employees, owners, agents, representatives, assignees or successors of all documentation concerning sales and credit card charges, including management reports called for in Appendix A, in the event of non-payment of fees when due and shall only be required to thereafter deliver such reports when all fees due and payable and in arrears as provided above have been brought current. COMPANY shall have the right, in addition to any and all other remedies it may have hereunder or under applicable law, to withhold it’s services set forth in the Scope of Services attached hereto in the event the payment of any invoice exceeds ten (10) business days from date of invoice. 4.5. In addition, in accordance with and as provided in Article VII of this Agreement, User understands and acknowledges that COMPANY shall not be liable for any losses suffered by User when COMPANY exercises its right to withhold services or information for nonpayment. User hereby expressly releases and discharges COMPANY from any such liability it being agreed and understood that timely payment of invoices by User to COMPANY is entirely within the control of User. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 V PERSONNEL AND INFORMATION 5.1. Subject to the confidentiality provisions hereof, User shall provide all necessary information to COMPANY as may be reasonably requested from time to time during the term hereof and User shall make its personnel available by teleconferences as COMPANY may deem reasonably necessary, as well as provide appropriate training materials, in order to permit COMPANY to perform functions hereunder on COMPANY’s data system. COMPANY and User shall agree to the scheduling of such teleconference meetings and discussions from time to time, as the parties deem necessary and appropriate to the efficient performance of the services hereunder. VI NO RESTRICTION OF BUSINESS OPPORTUNITY 6.1. This Agreement in no way shall be deemed to restrict or limit in any manner the right or opportunity of COMPANY to perform telephone response services for any other company, firm or individual. VII LIMITATION OF COMPANY’S LIABILITY 7.1. It is agreed and understood by User that COMPANY shall not be liable for any damages to, or costs incurred by User resulting from the interruption for any reason in providing telephone response services to User’s customer or to User hereunder due to accident, fire, equipment malfunction (including but not limited to a malfunction in telephone answering and call routing equipment, computer equipment and software whether under the control of User, COMPANY or a contract provider of COMPANY or User, as the case may be), labor disputes or other causes beyond COMPANY’s control. User acknowledges and agrees that COMPANY shall have no liability of any kind or nature for the malfunction or interruption in any service provided through phone lines, telecommunications equipment or other services provided by any telephone company or telecommunications provider. In the event of any interruption of such service provided directly or indirectly by COMPANY as part of its Scope of Services hereunder, COMPANY shall use its best efforts to cause the restoration of such service as soon as possible. 7.2. COMPANY shall not, for any reason, be liable under any theory of liability, including, without limitation, tort (including negligence and strict liability), contract, or otherwise for any indirect, incidental, consequential or special damages arising out of the services provided by COMPANY or in any other way arising out of this Agreement, even if advised of the possibility of such damages, including but not limited to, any lost sales or profits, business interruption, or advertising expenses incurred by User. COMPANY’s liability under this Agreement for any action or inaction by it resulting from its gross negligence in performing its services hereunder and provided in the Scope of Services shall be limited only to the recovery of any fees paid by User for the service or services giving rise to any such liability. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 VIII ADVERTISING 8.1. In any catalog or advertisement of any nature, whether written, oral or broadcast, neither Party shall use or refer to the other party in any way or suggest that such other Party is selling or has any interest in the products named, pictured or described, with the exception that COMPANY has permission to list User in its list of clients. IX DAMAGES AND INDEMNIFICATION 9.1. User agrees that COMPANY, its officers, directors, employees and agents, shall have no liability to User or to any third party, including, without limitation, User’s customers, arising out of the use or sale of any products or services produced, marketed, advertised, sold or distributed by User, or for any other claim arising out of the production, marketing, advertising, sale or distribution of such products or services. 9.2. User shall indemnify, defend and hold harmless COMPANY, its officers, directors, employees and agents, from and against any and all claims made by third parties against COMPANY, its officers, directors, employees and agents, based upon, arising out of or in any way related to the production, marketing, advertising, sale and/or distribution of any products or services offered by User through COMPANY’s telephone response service provided hereunder, or as a result of the conduct of the business of User, or any negligent or wrongful act or omission by User or any of its agents, contractors, servants or employees, or any breach by User of any representation, covenant or agreement contained herein, or the failure of User to perform its obligations under this Agreement, and any and all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in the investigation of or defense against any and all such claims. 9.3. COMPANY shall indemnify, defend and hold harmless User, its officers, directors, employees and agents, from and against any and all claims (including any related fees, costs and expenses, including, without limitation, reasonable attorneys’ fees incurred in the defense against such claims) made by third parties against User, its officers, directors, employees and agents, arising out of or in any way related to the provision of COMPANY’s telephone response services. X CONFIDENTIALITY 10.1 All information provided or obtained in connection with this Agreement, including but not limited to, information concerning the operations, systems, telephone, telecommunications and computer facilities and configurations, software, manuals and business © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 proposals of COMPANY and User constitutes confidential business information and is the property of such party. Each party agrees that it shall maintain the confidentiality of such information of the other party and shall not disseminate copy or disclose such information without the written consent of the other party other than as may be required to permit such party to perform its obligations hereunder. The following will remain the property and confidential business information of User: A. Customer information obtained on behalf of User or User’s clients. B. Information regarding inquiries about any of User’s or User’s clients’ products, prices or other services C. Names, addresses, and phone numbers of callers. 10.2. COMPANY can neither rent nor sell any of User’s names. COMPANY cannot solicit other business from User’s names in any manner without Users approval. 10.3. Upon termination of this Agreement each party, upon request, shall return all confidential information in its possession to the other party. The provision of this Article shall survive termination. XI CONSUMER PRIVACY PROTECTION 11.1. COMPANY encourages User to comply with all state and federal laws and regulations as they relate to inbound telemarketing, including supporting the Direct Marketing Association’s Privacy Promise [Instruction: If Company is not a member of the Direct Marketing Association the previous line may be omitted]. XII TERM AND TERMINATION 12.1. This Agreement shall commence not earlier than _________ ( ) days/weeks after COMPANY’s receipt of this signed Agreement, the payment of any monies due hereunder and the receipt of product videos and scripting. This Agreement shall remain in effect until the day before the anniversary of the date such service is initiated as provided above (the “Initial Term”). However, the parties agree that this Agreement may be terminated on sixty (60) days notice. Failure by User to notify COMPANY of the termination of the routing of customer calls shall be grounds for COMPANY to terminate this Agreement upon written notice to User in which event COMPANY shall be entitled to retain the deposit required by Article IV. 12.2. After the Initial Term hereof, this Agreement shall automatically renew for successive additional one year periods which additional periods may be terminated at any time by either party upon ninety (90) days written notice given to the other party prior to the end of the Initial Term or an additional yearly period thereafter. In the event of any renewal hereof, the fees and charges then applicable and set forth in the Scope of Services shall continue for the ensuing additional one year period, unless COMPANY notifies User in writing one hundred twenty days (120) days prior to the end of the Initial Term or any subsequent one year period that different © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 fees and charges will be applicable for the next additional year, subject to the restrictions and limitations provided for in Appendix A. Such new fees and charges shall become the applicable fees and charges hereunder for such additional year unless User determines to terminate and not renew the Agreement by the required written notice as provided above. The requirement of the security deposit required by Article IV above shall continue during any subsequent term of this Agreement after the Initial Term. 12.3. If the required ninety (90) days’ written notification of termination is not provided to COMPANY by User and User subsequently terminates this Agreement, in addition to all other remedies available to COMPANY, User agrees that any services provided to User by COMPANY after the end of the term shall be delivered only if such services are prepaid monthly on the first day of each month after the end of the term hereof by wired funds to the account of COMPANY where the last payment during the term of this Agreement was made by User. Failure to make such payment shall afford COMPANY the right to cease the delivery of any and all services hereunder. 12.4. Notwithstanding the above, COMPANY acknowledges that at any time during the first 30 days of the contract term, User may, without penalty, cancel this Agreement in its entirety, with no obligation other than payment for services rendered as per Appendix A attached, less any deposit required by Article IV. XIII FULL AGREEMENT 13.1. This document represents the full and complete agreement and understanding of the parties and any representation, whether written or oral, made prior to the date hereof is of no force and affect. This Agreement may only be amended or modified by a subsequent writing, signed by both parties. 13.2. Any failure on the part of COMPANY to insist upon the performance of this Agreement or any provision hereof or the failure by it to exercise any right under this Agreement shall not constitute a waiver of any such provision or right. XIV NOTICE 14.1. Any notice required under the terms of this Agreement shall be in writing sent to the parties at the addresses stated above, by certified or registered mail, return receipt requested or by air or ground courier such as Federal Express, United Parcel Service, etc. Such notices may also be sent by facsimile transmission to such telephone number as either party may give to the other during the term hereof. XV GOVERNING LAW © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7 15.1 This Agreement shall be governed by and construed in accordance with the laws of the State of _____________ (other than the choice of law principles thereof). Any action, suit or other proceeding initiated by a Seller or Buyer against the other under or in connection with, this Agreement may be brought only in any Federal or state court in the State of _______, as the party bringing such action, suit or proceeding shall elect, having jurisdiction over the subject matter thereof. Seller and Buyer hereby submit themselves to the jurisdiction of any such court, and agree to refrain from initiating or maintaining any legal proceeding in any other forum or jurisdiction. Seller and Buyer further agree to waive any right to trial by jury in connection with any such proceeding, or any claim in connection therewith. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. XVI ASSIGNMENT 16.1. Neither party may assign this Agreement or any rights or obligations hereunder without the prior written approval of the other party, except COMPANY shall have the right to an assignment confined solely to monies due or to become due to COMPANY. Notwithstanding the foregoing, the merger of either party into another entity or the sale of all its outstanding stock shall not be deemed to be an assignment subject to this Article, provided the party so merging or whose stock is to be sold provides the other party with written notice of such transaction. This Agreement shall inure to the benefit of, and shall be binding upon the parties hereto and their respective successors and permitted assigns. XVII REPRESENTATIONS AND WARRANTIES 17.1. Each party represents and warrants to the other party that the execution and delivery of this Agreement has been duly authorized, that it is a valid and binding Agreement enforceable against it in accordance with its terms and that the officer(s) executing this Agreement have been duly authorized to do so and each has the authority to execute and deliver the Agreement on behalf of the party for whom such officer(s) is signing this Agreement. 17.2. User Represents and warrants that: (i) it is authorized to do business under the rules of the jurisdiction in which it is incorporated or organized; and (ii) it is and will remain in compliance with all applicable laws, regulations and rules of any U.S. government body or other competent authority to which it is subject relating to its business or performance under this Agreement, and shall not induce the other party to violate such laws, regulations and rules. 17.3. COMPANY represents and warrants that: (i) it is authorized to do business under the laws of the State of __________________ , and the place where it renders the services as provided herein, (ii) it is authorized to enter into this Agreement and to perform its obligations: © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 8 and (iii) it is and will remain in compliance with all applicable laws, regulations and rules of any government body, or other competent authority relating to its business or performance under this Agreement, and shall not induce the other party to violate such laws, regulations and rules. XIII MISCELLANEOUS 18.1. In the event of non-performance by either Party of any of its obligations contained herein, the non-defaulting Party shall serve the defaulting Party with written notice of the alleged breach. The defaulting Party shall have _____ (___) days from the date of such notice to cure and rectify any non-performance or non-compliance. Upon the correction of any non- performance or non-compliance by the defaulting Party, the Agreement shall continue. In the event that the defaulting Party fails to correct any non-performance or non-compliance issue within the time frame set out above, the non-defaulting Party may terminate this Agreement immediately and without further notice. 18.2. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and shall be effective as of the formal date hereof. This Agreement may be executed and transmitted via e-mail and/or facsimile transmission and in such event shall be effective and binding on the Parties hereto and their successors and assigns as if originally executed. 18.3. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent by the Parties set forth therein. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the day and year first above written. (USER) (COMPANY) By__________________ By________________ Name: Name: Title: Title: Date: Date: © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 9 APPENDIX A SCOPE OF SERVICES AND FEES 1. SERVICES A. COMPANY shall provide Telephone Response Services in accordance with projected volumes and Media Plans submitted by User. B. For the purposes of this Agreement, the term “Telephone Response Services” shall include the following: (i) Responding to inbound order calls from User’s customers received at COMPANY’s Center. (ii) Recording in COMPANY’s system all information required to update customer records. C. COMPANY shall train and instruct its personnel in accordance with scripting supplied by User to provide the Telephone Response Services hereunder in a professional and appropriate manner. 2. MANAGEMENT REPORTS COMPANY shall provide User with daily management reports. Any and all reports shall be mutually agreed upon between COMPANY and User. 3. SCHEDULE OF FEES AND CHARGES A. Inbound Calls Price Per Minute Year one US$___ per connect minute Including Domestic and International telephone charges. Thereafter No more than ___% increase then and each year thereafter. B. 800# Set Up Fee and Monthly Service Fee (Per 800#) Issued or Resp-org’d) Initial Set up Fee ___________ Monthly Service Fee ___________ C. One-time programming, training and set-up fee payable upon execution of this Agreement is ____________ ($________) dollars. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 10 Additional Services Amount D. RECORDED PROMPTER (PER 10 SECONDS OF RECORDED MESSAGE) $______ E. MESSAGE RECORDING AND STORAGE (1 YEAR) (Per recorded minute) $______ Message Retrieval (per message) $______ Will be posted to FTP site. In the event more than ___recordings are requested at one time, they will be transcribed to a CD and shipped. Cost per CD plus shipping $______ 4. MINIMUM MONTHLY BILLING User agrees to pay COMPANY a minimum monthly billing of _____________ ($______) dollars per month, which will become effective two months from starting date of the initial media test. Reference is made to the Agreement to which this Appendix is attached for the application and method of the payment of the minimum charge if required. Agreed and accepted: (USER) (COMPANY) By: ___________________ By: __________________ Name: Name: Title: Title: Date: Date: © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 11
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