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
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
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.
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.
“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.
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.
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.
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.
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.
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.
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.