Terms of Service

This Terms of Service Agreement shall be between 24 Hour Front Desk, LLC (herein referred to as “24 Hour Front Desk”), a Limited Liability Company, with a principle place of business located at 18459 Pines Blvd #531, Pembroke Pines, FL, and any individual or business, herein referred to as “Client”, who elects to obtain either inbound or outbound telephone answering services or call center services from 24 Hour Front Desk.

WHEREAS, 24 Hour Front Desk contracts with third parties who operate and/or control customer service and contact centers for various purposes, including, but not limited to receiving inbound telephone calls and making outbound telephone calls; and

WHEREAS, Client needs personnel to perform certain services for a specific block of pre-paid time; and

WHEREAS, Client desires to engage 24 Hour Front Desk as an independent contractor to obtain such services upon the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

RESPONSIBILITIES OF 24 Hour Front Desk

  1. Provide a dedicated phone number or Session Initiation Protocol (SIP) or Inter-Asterisk Exchange Protocol (IAX) trunk for Client.
  2. Make reasonable efforts to perform all services requested upon acceptance and approval of Client.
  3. Provide inbound/outbound services as outlined in Client’s Service Agreement.
  4. Provide an individual log in for each client to access recordings of all calls made on that account.
  5. Provide telephone answering services and call center services up to 24 hours per day. Client understands that call center agents are assigned from a shared pool of agents. 24 Hour Front Desk will make all efforts to assign calls for client’s account to the same group of agents. However, 24 Hour Front Desk in no way guarantees that client’s calls will always be answered by the same person or group of people.

It is specifically understood and agreed by Client that the foregoing responsibilities of 24 Hour Front Desk may be provided by a 3rd party call service center whose identity and location shall be at the sole discretion of 24 Hour Front Desk without regard to prior approval of Client regarding same.

RESPONSIBILITIES OF CLIENT

  1. Provide any and all information deemed necessary by 24 Hour Front Desk to perform the services as contemplated in the Service Agreement to provide to 24 Hour Front Desk all necessary contact information including e-mail, fax services, call forwarding services, cell phones, and any and all telecommunications devices or services outside of those provided by 24 Hour Front Desk.
  2. Make arrangements to forward existing number(s) to the number assigned by 24 Hour Front Desk in order for 24 Hour Front Desk to provide services as contracted.
  3. Give at least six (6) hours’ notice if a significant increase in call volume (greater than 50% increase) is expected, to ensure appropriate staffing of the account. Initial staffing of the account shall be based on projections.
  4. Ensure that 24 Hour Front Desk’s service is not used for any illegal, illegitimate or fraudulent purpose. 24 Hour Front Desk has the right to suspend, restrict or terminate service without giving any prior notice if there is evidence that the service is being used for such a purpose. Any unused purchased minutes shall be deemed void and non-refundable.
  5. Ensure that the service is used only by Client and its authorized agents and is not sold, transferred, assigned or made available to any other parties without written approval from 24 Hour Front Desk.
  6. Requests for changes to the Service Agreement must be made in writing and may take up to five (5) business days for activation.
  7. 24 Hour Front Desk agents will capture information and data as required in script or protocol provided utilizing e-mail, fax, online entry of information, or utilizing any other means of electronic transmission within the capabilities of 24 Hour Front Desk.

PAYMENTS

  1. All 24 Hour Front Desk services are prepaid and billed for minutes of phone time. Minutes can be purchased in bundles starting at 500 minutes. Payments are accepted online by PayPal, direct deposits, wire transfers, credit card or mailed paper check. All plans have a one-time $49.95 non-refundable activation charge applied to billing setup. All calls, including all inbound and outbound actions, are measured in seconds. The sum of these calls during a billing period is rounded up to the nearest minute and deducted from the client’s credit balance of minutes. Minutes purchased never expire and they remain on client’s account indefinitely to be used at any time. Additional minutes may be purchased at any time with no penalty.
  2. A $37.00 fee for each returned check will be charged to cover bank fees.
  3. Services will be immediately discontinued if any payment is not honored, withdrawn or cancelled for any reason until such time as client is able to resolve payment.  Client will be charged for any unpaid minutes that were used up to the point of discontinuation of service. To dispute any such charges client agrees to send 24 Hour Front Desk written notice of the dispute within ten (10) days of receipt date, or the charges on the invoice will be deemed acceptable to Client and subject to collection.  Client will provide detailed information of the dispute to the best of its abilities and agrees to cooperate with 24 Hour Front Desk during their investigation of the dispute. Client shall pay 24 Hour Front Desk for any and all costs and fees, including attorney’s fees, arising out of any collection of amounts due and owing for services rendered by 24 Hour Front Desk.

CREDIT CHECK AUTHORIZATION

All services 24 Hour Front Desk provides to client are subject to the approval of 24 Hour Front Desk. Client hereby authorizes 24 Hour Front Desk to investigate client’s credit if they deem it applicable to the nature of the account. 24 Hour Front Desk reserves the right to request a letter of credit from client’s bank or financial institution and/or security deposits to ensure client’s account remains in good standing. Client understands that responsibility for payment to 24 Hour Front Desk for all charges and services rendered shall survive any termination of this agreement.

TERM

This agreement shall be on the basis of the purchase of bundles of minutes and shall continue for so long as the client has minutes available. Purchased minutes are non-refundable.

LIMITATIONS

  1. 24 Hour Front Desk makes no guarantee that it will be equipped to handle unexpected increases in call volume.
  2. 24 Hour Front Desk will engage in all reasonable efforts to provide service to its customers but does not guarantee that its service is error free, information will be transmitted without delays, the security of information carried over any telecommunication medium, or that data will remain uncorrupted and otherwise intact.
  3. Any errors which result in mistakes in message reception or transmission must be reported to 24 Hour Front Desk within ten (10) days following such reception or transmission. Credit for such errors in transmission or reception shall be at the discretion of 24 Hour Front Desk and any such credit will be applied to client’s account. Credit for 24 Hour Front Desk’s actual charges shall be client’s exclusive remedy.
  4. EXCEPT AS PROVIDED HEREIN AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL 24 Hour Front Desk BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
  5. Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
  6. Client understands that 24 Hour Front Desk cannot control failures in telephone, electric service, or other utilities controlled by third parties and such matters shall be deemed beyond 24 Hour Front Desk’s control and 24 Hour Front Desk shall not be deemed responsible for interruptions of service caused by such third parties.

 

CONFIDENTIALITY

“Confidential Information”, as used in this Agreement, shall mean any and all technical and non-technical information and proprietary information, including, without limitation, techniques, sketches, drawings, models, Intellectual Property, apparatus, equipment, algorithms, software programs and software source code documents, related to the current, future and proposed products and services of either party, their suppliers and customers, either party’s information concerning research, experimental work, development, design details and specifications, engineering information, financial information, procurement requirements, purchasing and manufacturing information, customer lists, business forecasts, sales and merchandising and marketing plans and information.

Either party will use the Confidential Information solely to perform Project Assignment(s) for the benefit of the other. Both parties agree to treat all Confidential Information of the other with the same degree of care as it accords to its own Confidential Information, and both parties represent that it exercises, at a minimum, reasonable care to protect its own Confidential Information. Both parties agree to disclose Confidential Information only to those employees who need to know such information and certifies that such employees have previously agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those of this Agreement. Neither party shall communicate any information to the other in violation of the proprietary rights of any third party. Each party will promptly give notice to the other of any unauthorized use or disclosure of any Confidential Information and agrees to assist Company in remedying any such unauthorized use or disclosure of the Confidential Information.

Either party’s obligations under Section 4.2(b) (“Nondisclosure and Nonuse Obligations”) with respect to Confidential Information do not exist or shall terminate if: (i) the information was in the public domain at or subsequent to the time it was communicated to the receiving party by the disclosing party through no fault of the receiving party; (ii) the information was rightfully in the receiving party’s possession free of any obligation of confidence at or subsequent to the time it was communicated by the disclosing party; or (iii) the information was developed by employees or agents of the receiving party independently of, and without reference to, any information communicated to the receiving party by the disclosing party. If either party is required to disclose the Confidential Information in response to a valid order by a court or other government body, or as otherwise required by law or as necessary to establish the rights of either party under this Agreement, the compelled disclosing party agrees to provide the other with prompt written notice so as to provide a reasonable opportunity to protect such Confidential Information.

Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.

INDEPENDENT CONTRACTOR

24 Hour Front Desk’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to create a partnership, agency, joint venture or employment relationship. 24 Hour Front Desk will not be entitled to any of the benefits, which Client may make available to its employees, including, without limitation, group health or life insurance, profit-sharing or retirement benefits. 24 Hour Front Desk is not authorized to make any representation, contract or commitment on behalf of Client, unless specifically requested or authorized in writing to do so by the Client. 24 Hour Front Desk is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of 24 Hour Front Desk’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to 24 Hour Front Desk by filing the approved form with the Internal Revenue Service as required by law. Both parties are solely responsible for their own tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement.

NOTICES

Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses provided by the parties or such other address as either party may specify in writing in accordance with this section.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by 24 Hour Front Desk for Client. This Agreement may be amended, altered or changed at any time by 24 Hour Front Desk without prior notice to Client and an updated version provided to Client within 30 days of any amendment hereto. This Agreement shall be deemed executed upon Client’s initial sign up and payment of bulk time. The parties agree that a facsimile, electronic or photo copy of this document shall be construed to be an original.  

WAIVER

The waiver by Client of a breach of any provision of this Agreement by 24 Hour Front Desk shall not operate or be construed as a waiver of any other or subsequent breach by 24 Hour Front Desk.

APPLICABLE LAW

In the event a dispute shall arise between the parties to this Agreement, the parties agree to participate in at least four hours of mediation in accordance with the mediation procedures of United States Arbitration & Mediation. The parties agree to share equally in the costs of the mediation. The mediation shall be administered by a mediator mutually agreed upon by the parties from the Alternative Dispute Resolution list of mediators in Broward County, Florida. Should a dispute resulting from this Agreement not be resolved through mediation, the parties agree that this Agreement shall be construed in accordance with the laws of the State of Florida and venue and jurisdiction for any action relating to or resulting from the terms of this Agreement shall be in Broward County. The parties understand and agree that the Uniform Commercial Code (UCC) is not applicable to the terms of this Agreement.

PARTIAL INVALIDITY

Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

SUCCESSORS AND ASSIGNS

Client may not assign this Agreement or subcontract or otherwise delegate its obligations under this Agreement without the prior written consent of the 24 Hour Front Desk. Subject to the foregoing, this Agreement will inure to the benefit of Client’s successors and assigns, and will be binding on 24 Hour Front Desk’s permitted assignees.

 COPYRIGHT & TRADE MARKS

Any and all copyrights and trademarks containing the name and/or logo of 24 Hour Front Desk, and all rights, title and interest thereto, shall be the sole and exclusive property of 24 Hour Front Desk.