Customer Service Terms

CUSTOMER SERVICE TERMS

Parties and Effective Date

Effective Date:    Agreement Reference/ID:

Recitals

WHEREAS, Service Provider is engaged in the business of providing customer service, support, and related operational assistance, and represents that it has the necessary expertise, personnel and systems to perform the services described in this agreement;

WHEREAS, Client desires to retain Service Provider to perform customer service functions under the terms set forth in this agreement and Service Provider is willing to perform such services on the terms and conditions contained herein;

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

Scope of Work

Service Provider shall provide customer service and support as described below. The description, deliverables, service levels and acceptance criteria shall be set forth in the Scope of Work.

Payment Terms

In consideration for the Services, Client shall pay Service Provider the fees and expenses as set forth below. All payments are due in United States dollars unless otherwise agreed in writing.

Invoices shall be rendered in accordance with the Payment Schedule and are due within days of invoice date. Payments not received when due shall bear interest at the lesser of % per month (18% per annum) or the maximum rate permitted by law, and Client shall also be responsible for any collection costs, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date below and shall continue until the End Date below unless earlier terminated in accordance with this section.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed and expenses incurred through the effective date of termination.

Confidentiality

Each party agrees that all non-public information disclosed by one party to the other, whether disclosed orally, in writing, electronically or by observation, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, shall be treated as Confidential Information. Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party, is lawfully received from a third party without restriction, or is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall use the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. The obligations in this Section shall continue for years following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Compliance; Data Protection

Each party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder. If personal data or customer information is processed in connection with the Services, the parties shall implement and maintain appropriate administrative, technical and physical safeguards to protect such data, and shall process such data only in accordance with this Agreement and applicable law.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or infringement of intellectual property rights, neither party shall be liable to the other for indirect, incidental, consequential, special or punitive damages, or lost profits, arising out of or related to this Agreement, regardless of the theory of liability, even if advised of the possibility of such damages. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid or payable to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Assignment; Relationship of Parties

Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets or business without Client's consent. Service Provider is an independent contractor and nothing in this Agreement creates an employment, partnership or agency relationship between the parties.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement by negotiation between senior executives. If the dispute is not resolved within sixty (60) days, the parties may pursue any remedies available to them at law or in equity.

Entire Agreement; Amendment

This Agreement, including any schedules or exhibits attached hereto and any statements of work executed pursuant to this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier service to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy. Headings are for convenience only and shall not affect interpretation.

Sign Now