TERMS OF SERVICE
TELEPHONE ANSWERING SERVICES
This AGREEMENT is between Always On Call Answering Service, LLC, DBA Office Support Systems, hereinafter referred to as “The Answering Service” and “the Client” as named on the invoice. In the event that there is a change in the name or address of the Answering Service or the Client, the other party will be notified in writing as soon as possible of such change.
Services: The Answering Service will provide Telephone Answering Services to the Client, which will consist of receiving and answering telephone calls for the Client, when properly transferred or forwarded to the Answering Service, and responding to or forwarding of these telephone calls in accordance with information supplied by the Client, including audio, text, paging/dispatch, and or/voice mail services. The Answering Service must be entitled to rely on the information supplied by the Client, including, but not limited to, telephone numbers, names, hours, or other items to be utilized in the performance of Telephone Answering Services. Client agrees that any changes to the “Client Information Record” after initial submission must be submitted in writing via mail, fax, or e-mail to the Client Services Team, including changes to personnel, telephone numbers, message delivery protocol, etc. Always On Call Answering Service, LLC reserves the right to randomly monitor and/or record telephone calls for quality assurance and/or training purposes.
Terms of Payment: All monthly “base” fees are due and payable in advance; “per transaction” and “operator time” charges are automatically tabulated and billed in arrears. Operator time is defined as the time an operator is working for you; per transaction billing is defined as the total number of inbound and outbound calls, faxes, emails, SMS text messages, pages, etc. on your account. Always On Call Answering Service, LLC reserves the right to charge additional for customized programming and message scripting. Should the Client utilize call patching or any virtual/automated services, it will be billed at the “conference/patch rate,” in 1 second increments. Always On Call Answering Service, LLC is operational 24 x 7, including holidays. These days are recognized holidays within the organization or days of observance in which most of our client’s offices are transferred to us requiring added answering service staff. Based on your rate plan, you may be charged a “holiday fee” on these days to ensure adequate staffing levels and a premium rate of pay for employees that sacrifice time away from their families to be “on call” for your business. The following holidays are subject to this fee: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. MiSecure Messages (MSM) service and per device licenses are subject to additional fees.
The rates to provide services and/or terms of service are subject to change by the Answering Service, upon 30 days prior written notice to the Client. All invoices by the Answering Service to the Client must be paid upon receipt. Payment for services is accepted by company check to the address listed on your invoice and via ACH or any major credit/debit card through our website, www.alwaysoncall.com. Mailed invoices are subject to a minimum fee of $4.95 per month. Past due accounts are subject to any and all collection and/or attorney fees accrued for necessary collection processing. If the Client disputes any portion of the invoice, the Client must bring the dispute to the attention of the Client Services Team in writing within 15 days of the date of the invoice. The failure of the Client to send a written notice of dispute within this time period will be deemed a waiver by the Client of the right to dispute any portion of the invoice. If the dispute relates to a portion of the invoice, the Client will be required to make payment of the undisputed balance within the time period set forth above. If the Client fails to make payment of the invoice within the time period set forth above, the Answering Service will have the right, at its sole discretion, to suspend or terminate all Telephone Answering Services, upon twenty-four (24) hour prior written notice to the Client. Telephone Answering Services which are suspended or terminated for nonpayment will be subject to a minimum reconnection charge of one hundred ($100.00) dollars. The Client will be responsible for payment of all Telephone Answering Services up to the time of suspension or termination and for payment of a “late payment fee” on any outstanding balance 30 days or more past due. Any account past due 60 days is subject to termination without notice. There is a $25.00 charge for all returned checks.
Illegal Use: The Client represents and warrants that the Telephone Answering Services will not be used for any illegal purpose. If the Answering Service becomes aware that the Telephone Answering Services are being used for any illegal purpose, the Answering Service will have the right to suspend or terminate all Telephone Answering Services IMMEDIATELY, without any prior written or oral notice to the Client. The Client will be responsible for payment of all Telephone Answering Services up to the time of suspension or termination.
Covenant Not to Solicit Employees: You understand that our employees are an indispensable part of our business operation. Accordingly, you will not, without our prior written approval, for your purposes or on behalf of any party, employ, take away or solicit or attempt to employ any employee with whom you had contact during your Term or for a period of one (1) year thereafter. In the event of a breach of your obligation in this paragraph, you agree to pay liquidated damages equal to each such employee’s annual salary for each employee with respect to whom such breach occurs, it being mutually agreed that the actual damage would be sustained by the answering service as the result of any such breach would be extremely difficult to fix and the liquidated damage amount is fair and reasonable.
Confidentiality: The Answering Service will treat all messages as confidential and will not intentionally disclose any messages to any unauthorized person or organization. However, the Answering Service will not be responsible for any inadvertent disclosure and will have the right to cooperate with all law enforcement agencies or organizations 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 will not be liable for any acts, errors, or omissions by it or its employees or agents, except for conduct which is adjudicated 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, Telephone Answering Services provided or which should have been provided by the Answering Service to or on behalf of the Client will 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 will 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 arising either directly or indirectly from the performance, or failure to perform, any Telephone Answering 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.
Indemnification: The Client agrees to defend, indemnify and hold the Answering Service and its employees and agents harmless as 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 Telephone Answering Services under or pursuant to this Agreement.
Ownership and Property Rights: All technologies, software, hardware, operating applications, procedures, scripts, telephone numbers, or other materials of any nature or type prepared, furnished, or utilized by the Answering Service, other than those items furnished by the Client to the Answering Service, will be considered the sole and exclusive property of the Answering Service and will 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 Telephone Answering 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 Telephone Answering 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 before preparing and providing the same to the Client. The Answering Service does not make any guarantees, warranties, or representations as to the accuracy of the reports and statistical information so provided.
Notices: Any notices required to be given by the terms of this Agreement shall be sent by Certified Mail, return receipt requested, at the corporate address listed on the reverse side of the invoice. 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 e-mail address to the other party and has confirmed in writing that the fax number of 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 as severable 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 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, be required to follow the following steps:
1. The parties, through executive officers with authority to resolve disputes, shall meet and seek to negotiate a resolution of the dispute within thirty (30) days of the giving of written notice of a dispute to the other party.
2. If negotiations in step one above are unsuccessful in effecting a resolution, the parties shall be required to engage in non-binding mediation, to be held within sixty (60) days of the conclusion of the thirty day negotiation period. Such mediation shall be before an independent mediator jointly by the parties. If the parties cannot come to agreement on the identity of the mediator, the selection shall be pursuant to the mediation rules of the American Arbitration Association.
3. If mediation pursuant to step two above is unsuccessful in effecting a resolution of the dispute, the parties shall initiate binding arbitration pursuant to the rules of the American Arbitration Association.
Governing Law: This Agreement shall be deemed to have been executed in the State of Florida and shall be interpreted, construed and enforced in accordance with and governed by the laws of the State of Florida.
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. 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 in writing signed by all of the parties to this Agreement.
This Agreement shall continue in force unless and until either the Answering Service or the Client provides written notice to the other of termination of this Agreement no less than thirty (30) days prior to the effective date of termination of all Telephone Answering Services.
EFFECTIVE APRIL 1, 2020