Customer Feedback Processing Complaints

CUSTOMER FEEDBACK PROCESSING & COMPLAINTS AGREEMENT

This Agreement is entered into as of by and between:

Client Name:    Client Address:

Service Provider Name:    Provider Address:

WHEREAS

WHEREAS, Client receives customer feedback, inquiries and complaints arising from Client's products and services and requires a third party to manage intake, triage, investigation, response and recordkeeping of such communications; and

WHEREAS, Provider has the personnel, systems and experience to receive, process, investigate and prepare responses to customer feedback and complaints in accordance with agreed service levels and applicable law; and

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services described below. Provider's duties include collection, classification, investigation, recordkeeping and resolution support for customer feedback and complaints directed to Client. Provider will act in accordance with the procedures and service levels set out in this Agreement and any Statement of Work attached or described below.

Initial acknowledgment of a complaint: within . Substantive response or resolution target: within . Escalation to Client required for complaints meeting criteria set out in the scope.

PAYMENT TERMS

Invoices shall be issued to Client at the frequency stated in the Payment Schedule and are due within days of invoice date. Late payments shall incur interest at or the maximum rate permitted by law, whichever is lower. Client shall also reimburse reasonable, pre-approved out-of-pocket expenses.

TERM AND TERMINATION

The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' written notice to the other. Either party may terminate immediately for material breach if such breach is not cured within days after written notice. Termination does not relieve Client of payment obligations for services rendered prior to termination.

CONFIDENTIALITY

Each party shall hold in confidence all Confidential Information disclosed by the other party and shall not use or disclose such information except as necessary to perform this Agreement. "Confidential Information" includes customer identities, personal data, complaint details, remediation steps, pricing and business processes. Confidentiality obligations do not apply to information that is (i) already known without restriction; (ii) rightfully received from a third party without breach; (iii) independently developed; or (iv) required to be disclosed by law, provided the disclosing party is given prompt notice and where permitted assists in seeking protective relief.

The obligations in this section survive termination for a period of or as otherwise required by applicable law.

DATA PROTECTION AND RETENTION

Provider shall process personal data only on documented instructions from Client and shall implement appropriate technical and organizational measures to protect such data. Provider shall retain records relating to complaints for unless otherwise instructed in writing and shall securely delete or return personal data upon termination consistent with Client instructions and applicable law.

REPORTING AND AUDIT

Provider shall deliver reports to Client at a frequency of summarizing complaints received, status, root causes and remediation actions. Client or an agreed third-party auditor may audit Provider's compliance with this Agreement upon days' notice; audits shall be limited to once per 12-month period absent material concern.

LIMITATION OF LIABILITY

Except for willful misconduct, gross negligence, or breach of confidentiality or data protection obligations, neither party shall be liable for indirect, incidental, special or consequential damages. Provider's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider in the twelve (12) months preceding the claim.

NOTICES

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute arising under this Agreement shall be the state or federal courts located in the same state, unless otherwise mutually agreed.

ENTIRE AGREEMENT

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

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