Business Services Aircall Template

BUSINESS SERVICES AIRCALL TEMPLATE

Service Provider:    Client Name:

Service Provider Address:

Client Address:

RECITALS

WHEREAS, Service Provider is engaged in the business of deploying, integrating, managing and supporting cloud telephony services, including configuration and administration of Aircall platform features and related telephony integrations; and

WHEREAS, Client desires to retain Service Provider to provide Aircall implementation, configuration, training and ongoing support services under the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. SCOPE OF WORK

Service Provider shall perform the services described below (the "Services"), which shall include implementation, configuration, integrations, administrator and user training, acceptance testing and reasonable post-deployment support as detailed in this section.

2. PAYMENT TERMS

Client shall pay Service Provider the fees set forth below for the Services. All fees are exclusive of taxes unless otherwise indicated.

Invoices are due as specified above. Unpaid amounts incur the Late Payment Fee calculated monthly on outstanding balances until paid in full. Client shall also reimburse Service Provider for reasonable collection costs, including attorneys' fees, if payment is not made according to the agreed schedule.

3. TERM AND TERMINATION

This Agreement commences on the Start Date and shall continue in effect until the End Date unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party that remains uncured for the notice period specified above. Termination for convenience by either party requires the applicable notice period and payment of all accrued fees through the effective termination date. Provisions that by their nature survive termination shall survive.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public, proprietary or confidential information of the other party (the "Disclosing Party"), including technical, business, financial or customer information, whether marked confidential or reasonably understood to be confidential ("Confidential Information"). Receiving Party shall only use Confidential Information to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was rightfully in the Receiving Party's possession without restriction prior to receipt; (c) is lawfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If disclosure is required by law or valid order of a court or governmental entity, the Receiving Party shall provide prompt written notice to the Disclosing Party to permit a protective order or other remedy.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles.

6. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

7. ADDITIONAL PROVISIONS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership or agency relationship. Service Provider may engage subcontractors provided that Service Provider remains responsible for their performance.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence or breaches of confidentiality, neither party shall be liable for consequential, incidental, special or punitive damages. Except as to indemnification obligations or breaches of confidentiality, aggregate liability shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

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