Call Center Services
CALL CENTER TERMS AND CONDITIONS
Affiliated Communications Terms and Conditions for Services
These Terms and Conditions for Services ("Terms") govern the provision of Services by GEM Marketing Group, LLC, dba, ULTIM Marketing, and its affiliates and subsidiaries (together, "ULTIM", "Company", "we", "us", or "our") to you ("Client" or "you") pursuant to one or more Call Center Packages. These Terms are a legal contract between you and ULTIM. By using our Services, you are agreeing to all the Terms.
1. Services
The Call Center Package which you and ULTIM agreed to (the "Call Center Package") and these Terms (together with the Call Center Package, this "Agreement") comprise the entire agreement between you and ULTIM and supersede all prior terms and conditions.
ULTIM shall provide to Client the services described in the Call Center Package (the "Services") in accordance with these Terms and the Call Center Package. Client hereby authorizes ULTIM to record messages between Client's callers and the Call Center.
ULTIM offers several different rate plans and billing models to meet individual client needs and objectives. ULTIM bills either on a per call-basis, per hour-basis or on a per agent-basis, unless otherwise specified on the Call Center Package.
Worktime is any time that ULTIM staff are working in or on your account on your behalf, including, but not limited to, time spent answering your calls, drafting and sending emails, drafting, recording, and/or implementing call scripts and/or pre-recorded messages, initiating, facilitating, or making outbound calls, dispatching, reviewing and responding to customer service inquiries, programming, conducting account maintenance and/or otherwise corresponding with you or your callers on your behalf. Worktime is calculated on a hour usage-basis, which will be billed in increments specified on the Call Center Package. All billing increments are rounded up to the nearest increment.
From time to time ULTIM may offer other products and service options to you in connection with the Services. In the event that Client engages ULTIM to provide Services, you and ULTIM will enter into a new or updated Call Center Package setting forth the scope of such other services and the fees for such other services (including, without limitation, applicable Recurring Charges, Miscellaneous Fees, and fees for Overage Usage, as applicable).
As indicated on the Call Center Package, there will be a setup fee to begin services. Should that Setup Fee be waived and the Client terminates services within the initial Term, Client agrees to pay the originally quoted Setup Fee. Setup takes one month after agreeing to the Call Center Package.
Basic client and account management services will be provided at no additional charge during regular business hours.
Our fees are calculated per cycle. Cycle periods are noted on the Call Center Package and are either weekly or monthly, unless otherwise specified on the Call Center Package. There are three types of fees charged in connection with our Services. First, we charge fixed Recurring Charges as outlined on the Call Center Package, which include the fees for the base number of minutes (for Worktime, Talk Time, and System Time, as applicable) or the number of calls, contracts, and/or leads (for Non-Time Based Services) allotted in the Call Center Package. Recurring Charges are due in advance, on or before the first day of the applicable billing period.
2. Term; Termination
ULTIM shall provide the Services to Client for the time period described in the Call Center Package (the "Term"), which Term shall automatically renew for successive periods unless ULTIM or Client gives sixty (60) days prior written notice of termination.
Client may request changes to the Call Center Package by calling or emailing ULTIM. An ULTIM authorized representative must approve the requested changes. Any changes to the Call Center Package will be reflected in the next billing cycle, unless otherwise agreed to by ULTIM and Client.
Material Default: ULTIM may immediately terminate the Services with or without notice in the event that Client is in Material Default. For purposes of this Agreement, a "Material Default" shall occur if (i) we suspect that providing Services to you aids in illegal activity, (ii) you or your staff are abusive to our personnel, (iii) you breach any terms of this Agreement, (iv) fail to pay, or (v) become insolvent.
Upon termination of the Agreement for any reason, ULTIM shall maintain the right to collect any and all amounts then due.
3. Client's Obligations, Acts and Omissions
Client shall respond promptly to any ULTIM request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for ULTIM to perform the Services in accordance with the requirements of this Agreement. If ULTIM’s performance is prevented or delayed by any act or omission of Client, ULTIM shall not be deemed in breach of its obligations.
4. Methods of Communication and Disclosure
In accordance with applicable law, you hereby expressly agree that we may contact you via email, phone call, text message, or any other method of communication. You agree that we may disclose any information to comply with applicable law or regulation or with valid legal process including subpoenas, court orders, or search warrants. Client agrees that ULTIM shall be entitled to identify Client as a customer in ULTIM marketing materials and on its website.
5. Taxes
Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder.
6. Scripted Readings
ULTIM will promptly provide Client with scripted texts that enable the Call Center to answer questions about Client’s products and services, Client must approve this Script before executing the services.
ULTIM will use reasonable efforts to ensure the Call Center follow Client’s scripts, directions, and account instructions. Client recognizes that it is not possible to anticipate every conceivable question. Therefore, if the Call Center cannot answer questions raised by Client’s customers, they will direct their questions to Client for a more detailed response.
7. Intellectual Property
All intellectual property rights, including copyrights, trademarks, know-how and other confidential information, together with all of the goodwill associated therewith, derivative works and all other rights in and to any work product and other materials that are or were delivered to Client under this Agreement or prepared by or on behalf of ULTIM in the course of performing the Services shall be owned by ULTIM.
8. Confidential Information
All non-public, confidential or proprietary information of ULTIM, including information pertaining to business operations, strategies, pricing and marketing, which was or is disclosed to Client in connection with the Services or otherwise and whether or not identified as "confidential" is confidential, and shall not be disclosed or used by Client without the prior written consent of ULTIM.
9. Data Protection
ULTIM will use commercially reasonable efforts to comply with all known applicable laws related to privacy and security of personal information that are standard in the industry. Client also agrees to comply with all applicable privacy and data protection laws including but not limited to FTC and HIPPA regulations.
10. Representation and Warranty
- ULTIM represents and warrants to Client that it shall perform the Services in a professional and workmanlike manner.
- ULTIM shall not be liable for a breach of the warranty unless Client gives written notice of the defective Services within ten (10) days.
- Subject to conditions, ULTIM shall either: (i) re-perform such Services; or (ii) credit or refund the price of such Services.
- THE REMEDIES SET FORTH HEREIN SHALL BE THE CLIENT’S SOLE AND EXCLUSIVE REMEDY.
11. Disclaimer of Warranties
EXCEPT FOR THE WARRANTY SET FORTH ABOVE, ULTIM MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Indemnification
Except to the extent arising from ULTIM’s gross negligence or willful misconduct, Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless ULTIM for all costs, charges and losses sustained or incurred by ULTIM in connection with third party claims.
13. Limitation of Liability
IN NO EVENT SHALL ULTIM BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES.
Miscellaneous Provisions
No waiver by ULTIM of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by ULTIM.
ULTIM shall not be liable for any failure or delay caused by acts of God, disease outbreaks, flood, fire, etc.
Client shall not assign any of its rights under this Agreement without the prior written consent of ULTIM.
The relationship between the parties is that of independent contractors.
All matters arising out of or relating to this Agreement are governed by the laws of the State of Georgia.
Client agrees not to solicit nor to hire any ULTIM employee or former employee without ULTIM’s prior written consent.
ULTIM may change these Terms from time-to-time. If we make any changes to these Terms, we will notify you by revising the last updated date.