SERVICES

The Answering Service will provide Telephone Answering Services (“TA Services”) to the Client, which will consist of the receiving, dialing, and answering of telephone calls and/or any other means of communication to the Client (e.g. chats, emails, fax, etc.), when properly transferred, forwarded, or managed by the Answering Service, and responding or forwarding these telephone calls and/or other means of communication in accordance with the information supplied by the Client. TA Services also include, but are not limited to, data/order entry and any and all time used by our agents to input information in our or the Client’s systems and all time and activity incurred by our agents in handling the Client’s account. All activity is rounded to the whole next minute. For instance, 23 seconds of usage is rounded and billed as one minute. Electronic message transmissions, including text messages, secured messages, emails, and faxes, will incur a charge of 6 seconds per transmission. The Answering Service will implement an annual increase to the base rates and overage charges based on inflation adjustments

CANCELLATION NOTICE

Services may be cancelled by the Client by giving the Answering Service a thirty (30) days written notice of cancellation. The answering service reserves the right to cancel services and terminate the Agreement at any time at its sole discretion without anyliability.

terms of payment

Payment is due upon receipt of invoice. Autopay is required via credit card or ACH. A 3% surcharge applies to credit card payments. Unless you have a waiver of autopay, a surcharge of at least $20 will be added to your invoice. If the Client disputes any portion of the statement, the Client must bring the dispute to the attention of the Answering Service in writing within 30 days of the date of the statement. The failure of the Client to send a written notice of dispute within this time period shall be deemed a waiver by the Client of the right to dispute any portion of the statement. If the dispute relates to only a portion of the statement, the Client shall be required to make payment of the undisputed balance upon receipt. If the Client fails to make payment of the statement within the time period set forth above, the Answering Service shall have the right, at its sole discretion, to suspend or terminate all TA Services without necessity of prior notice. TA Services which are suspended or terminated for nonpayment shall be subject to a reconnection charge of $95.00 and an additional non-refundable payment equal to one month’s service fee. The Client shall be responsible for payment of all TA Services up to the time of suspension or termination and additionally for payment of a late charge of $25 or one and one half percent (1 1/2 %) per month on any unpaid overdue balance, whichever is greater. In the event of the Answering Service receiving a stop payment initiated by Client or a non-sufficient funds (NSF) check, Answering Service will assess a $50 stop payment or returned check fee. If the Answering Service refers a past due debt to an attorney and costs of collection or collection agency or files suit against the Client to collect a debt, or the Client files for bankruptcy or other relief from creditors, the Client agrees to pay the Answering Service’s reasonable attorneys’ fees in in addition to the reasonable charges of collection.

illegal use

The Client represents and warrants that the TA Services will not be used for any illegal purpose. If the Answering Service becomes aware that the TA Services are being used for any illegal purpose, the Answering Service shall have the right to suspend or terminate all TA Services IMMEDIATELY, without any prior written or oral notice to the Client. The Client shall be responsible for payment of all TA Services up to the time of suspension or termination.

confidentiality

The Answering Service shall treat all messages as confidential and shall not intentionally disclose any messages to any unauthorized person or organization. However, the Answering Service shall not be responsible for any inadvertent disclosure and in the event the Answering Services is contacted by a law enforcement agency shall have the right to cooperate with all law enforcement agencies and may disclose to them whatever information is requested pursuant to the performance of their official duties, without prior notice to the Client of such requests.

limitation of liability

The Answering Service shall not be liable for any acts, errors, or omissions by it or it’s employees or agents, except for conduct that is adjudicated by a court of competent jurisdiction to be grossly negligent or intentional. The Answering Service’s entire liability to the Client as to damages for, based upon, or in connection with, either directly or indirectly, TA Services provided or which should have been provided by the Answering Service to or on behalf of the Client shall not exceed the fees and costs payable by the Client to the Answering Service for the payment period in which the conduct giving rise to the claim took place. Notwithstanding the above, in no event shall the Answering Service or its employees or agents be liable to the Client for (a) any incidental or consequential damages, including, but not limited to, any lost profits or revenues or personal injuries of any kind to anyone at any time, including but not limited to claims, costs, or causes of action in any way associated with the Medical Malpractice Act, arising either directly or indirectly from the performance, or failure to perform, any TA Services; (b) any punitive, exemplary, or multiplied damages; (c) any damages for, based upon, or arising out of any natural disasters, weather conditions, civil disturbances, material shortages, electronic or mechanical failures, or problems with or the interruption of telephone service; or (d) any damages whatsoever for, based upon, or arising out of incorrect, incomplete, illegible, unreadable, or erroneous information supplied to the Answering Service by the Client.

INDEMNIFICATION

The Client agrees to defend, indemnify, and hold the Answering Service and its officers, directors, members, employees, and agents harmless for and against any and all liabilities, losses, damages, injuries, claims, suits, judgments, settlements, awards, costs, charges and expenses, including but not limited to any fees, costs, charges, and expenses incurred by the Answering Service for investigation, defense and resolution, for, based upon, or arising out of the performance or failure to perform any of Client’s obligation under or pursuant to this Agreement.

OWNERSHIP AND PROPERTY RIGHTS

All technologies, software, hardware, operating applications, procedures, scripts, telephone numbers, intellectual properties, or other materials of any nature or type prepared, furnished, or utilized by the Answering Service, other than those specific and identified items furnished by the Client to the Answering Service, shall be considered the sole and exclusive property of the Answering Service and shall be retained by the Answering Service upon the termination of this Agreement.

REPORTS AND STATISTICAL INFORMATION

The Answering Service may be requested by the Client from time to time to furnish reports or statistical information to the Client regarding aspects of the TA Services being performed. The cost to prepare and furnish such reports and statistical information is not included within the amount specified above as charges for the TA Services. Therefore, the Answering Service will advise the Client of the cost to be charged for the reports and statistical information and obtain the consent of the Client and payment in advanced before preparing and providing same to the Client. The Answering Service shall exercise reasonable care in the preparation thereof and does not make any guarantees, warranties, or representations as to the accuracy of the reports and statistical information so provided.

programming fee

At the Client’s request, The Answering Service may implement account modifications requiring programming time. Any programming time incurred will be billed at a rate equivalent to 200% of the usage minutes added to the account.

assignement

This Agreement is binding on the parties hereto and their respective successors and assigns. The Client shall not assign its rights, duties, or obligations under this Agreement without the prior written consent of the Answering Service.

notices

Any notices required to be given by the terms of this Agreement shall be sent by Certified Mail, return receipt requested, at the address set forth below. Alternatively, notice can be given by fax or e-mail, if the party to whom notice is being given has previously provided such fax number or email address to the other party and confirms herein that the fax number or e-mail address can be used for notice purposes under this Agreement.

Severability: No term or provision of this Agreement that is determined by a court of Competent Jurisdiction to be invalid or unenforceable shall affect the validity or enforceability of the remaining terms and provisions of this Agreement. Any term found to be invalid or unenforceable shall be deemed asseverable from the remainder of the Agreement.

Independent Contractor: Nothing contained in this Agreement shall be construed or interpreted by the parties hereto, or by any third party, as creating a relationship of principal and agent, partnership, joint venture, or any other relationship between the Answering Service and the Client, other than that of independent contractors contracting for the provision and acceptance of Telephone Answering Services. Each party will be responsible for hiring, supervising and compensating its own employees and for providing benefits to and withholding taxes for such employees.

Dispute Resolution: In the event of a dispute under this Agreement, the parties shall, as their sole remedy initiate binding arbitration pursuant to the rules of the American Arbitration Association. The prevailing party shall been titled to an award of reasonable attorneys’ fees and costs.

Entire Agreement: This Agreement represents the entire agreement of the parties to this Agreement and supersedes all negotiations, representations, prior discussions or preliminary agreements between the parties, oral or written. No statements, warranties, or representations of any kind that are not contained in this Agreement shall in any way bind the parties. This Agreement can only be changed or modified bya writing signed by all of the parties to this Agreement.

Responsive Answering Service

P.O. Box 140280

Coral Gables, FL 33114

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