Reseller Telephone Answering T&Cs - Professional Call Minders

Definitions

Agreement – the terms of the Agreement as defined by email correspondence between the Company and the Reseller, the completed Agreement form between the Reseller and End User and these T&Cs
Company – Professional Call Minders
Reseller – You
End User – Your client
EUA – Your reseller end user agreement (template will be provided)
DPA – Data Protection Act 1998
Services – the specific telephone answering services provided by the Company to the End User

1. The Agreement
1.1 No order for Services shall be deemed accepted by the Company until confirmed in writing by the Reseller and the End User’s authorised representative signing the Agreement.
1.2 The Company will supply the Services to the End User.
1.3 The Reseller will have an Agreement with the End User that reflects the Obligations of the End User as outlined in section 4.

2. Obligations of the Company
2.1 The Company will undertake the Services with reasonable skill and care and will comply with all reasonable, lawful and proper requests appropriate to the completion of the Services to the End User.
2.2 The Company will provide an 01905 number to the End User for the purpose of call diversion. Any associated call diversion costs are the responsibility of the End User.
2.3 The Company will endeavour to provide the End User with accurate messages and communications for the duration of the Services.
2.4 The Company will endeavour to send messages in real time according to the instructions of the End User by email or text or both.
2.5 The Company will endeavour to manage voicemails in accordance with End User instructions, voicemails can be emailed as WAV files or the End User can opt for a managed service where voicemails are accessed and transcribed.
2.6 The Company keeps an archive of End User messages for 3 calendar months and the messages are then deleted.
2.7 The Company reserves the right to make amendments/updates/changes to the Services or prices subject to a minimum of 30 days notice to the Reseller.
2.8 The Company will seek the permission of the Reseller in the compilation of any published case study material in advance of any Company marketing and promotions making reference to the End User.

3. Obligations of the Reseller
3.1 The Company appoints the Reseller to promote and secure new clients to take the Services.
3.2 The Reseller must state in the EUA that the End User is bound by the T&Cs as set out in section 4 of these T&Cs.
3.3 The Company will provide the Reseller with a template of the EUA which must be fully completed by the End User before the Services can commence
3.4 The Reseller shall not make any warranties or representations regarding the Services over and above those set out in the Agreement.
3.5 This Agreement is not assignable by any parties subject to this Agreement which includes the Company, the Reseller and the End User.

4. Obligations of the End User
4.1 The End User, in their Agreement with the Reseller, shall provide the Company with all information, co-operation, support and access to such facilities and resources as may be required to enable the Company to carry out its obligations to the End User.
4.2 The allocated 01905 number for the purposes of call divert is not to be published by the End User and is for the explicit use of diverting calls only. The Company reserves the right to change, amend or cancel the divert number without prior notice.
4.3 It is the End User’s responsibility to test their call diversion to their allocated 01905 divert number. From the first divert and the first call received it is deemed that the End User has entered into the Agreement.
4.4 The End User is not to use the allocated 01905 number for any other purpose other than the legitimate purpose of call divert and the allocated line is not to be utilised for any purpose that is illegal, immoral or inappropriate for business purposes.

5. Message Bank
5.1 Message Bank is bespoke software that has been developed by the Company to enhance the provision of the Services and remains the property of the Company.
5.2 The End User can have secure access to Message Bank for the purposes of viewing their messages and profile.

6. Training
6.1 If the End User requires the Company to be trained in specific products or services, then the Company reserves the right to modify the Services and charge the Reseller appropriately.
6.2 Training material or a training session is to be supplied to the Company by the Reseller.
6.3 The time and expense of training will be specified on the Agreement.
6.4 Training can take place via the phone or face to face at the Company, Reseller’s or End User’s premises.

7. Ownership
Ownership of all data captured by the Company in the process of providing the Services is deemed to be the property of the End User.

8. Confidentiality and Data Protection
8.1 The Company shall take all reasonable steps to ensure that all proprietary and confidential information supplied by the End User to the Company is not disclosed to a third party, except to the extent necessary for the Company to deliver its Service as per the Agreement.
8.2 The Company and the Reseller agree that in the course of the Company providing Services to the End User, the parties may disclose to each other certain levels of confidential information. The Company and the Reseller agree that they will not use the confidential information other than to perform their obligations under the Agreement.
8.3 The Company is fully licensed and compliant with the Data Protection Act 1998 number Z9448107.
8.4 All data collated is stored securely and backed up.
8.5 To the extent that the Company acquires from the End User any data in connection to the Services, the Company shall act as data processor only.
8.6 The End User shall remain as data controller in respect of such data and the Company shall act only on the instructions of the Reseller and take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against loss or destruction of or corruption to any such data.

9. Call Recording
9.1 For quality control and monitoring purposes only, all or specific calls made to or from the Company may be digitally recorded.
9.2 In accordance with DPA the Company cannot make recordings available to the Reseller or the End User other than by the Reseller listening to calls at the Company’s premises.

10. Soliciting Staff
The Reseller shall not, for a period of 12 months following this Agreement, cause, encourage or assist employees of the Company to leave its services or do anything which would constitute a breach of this Agreement.

11. Pricing and Payment
11.1 All prices quoted are subject to VAT.
11.2 On price per call agreements the average duration of a call cannot exceed 90 seconds. If the average End User call exceeds 90 seconds the Company reserves the right to renegotiate a revised price with the Reseller.
11.3 Up front charges may be incurred by the Company and therefore the Reseller will have to meet these charges before the Services can commence.
11.4 The Company will invoice the Reseller in arrears at end of each calendar month.
11.5 The Company will send the invoice via email to the Reseller as a pdf document.
11.6 Payment is taken by direct debit on the 7th day of the following month utilising the Go Cardless facility. This will all be detailed in the Agreement.
11.7 Failure to make payment as agreed may result in the Service being interrupted or terminated.
11.8 The Company reserves the right the suspend the End User’s Services until such time as the Reseller makes payment.
11.9 If the Reseller fails to make payment by 21st day following the date of the invoice then the Company reserve the right to contact the End User directly.

12. Notice
12.1 The Reseller is required to provide the Company with 30 days notice in writing to terminate the service.

12. Liability
12.1 If the Company’s performance of its obligations under the Agreement is prevented, suspended, delayed, or otherwise adversely affected by any act, omission or prevarication by the Reseller, the Company shall not be liable for any costs, charges or losses incurred by the Reseller or End User.
12.2 The Reseller would be liable if they had caused such a situation outlined in section 12.1 and caused the Company financial loss, or any consequential loss such as loss of reputation and loss of opportunity to deploy resources elsewhere.
12.3 The Company’s liability to the Reseller for any breach of this Agreement, negligence, misrepresentation or otherwise shall be limited to the price payable by the Reseller under this Agreement. In no circumstances shall the Company be responsible for any consequential loss, however incurred, including without limitation loss of profit, business or anticipated saving.

13. Force Majeure
Neither party shall be liable to the other for any loss or damage which may be suffered by the other to any cause beyond either party’s reasonable control including, but not limited to, any failure of telephone, internet or database systems, Act of God, terrorism, inclement weather, failure or shortage of power supplies, flood, drought, lightening or fire, strike, lock-out, trade dispute or labour shortage, any act or omission of government, telecommunication operators or other competent authorities, war, military operation, or difficulty, delay or failure of production or supply by third parties of materials necessary to carry out either parties’ obligations under this Agreement.

14. Jurisdiction
This Agreement is governed by and interpreted in accordance with English law. The parties agree that the English courts will have non-exclusive jurisdiction to hear any disputes relating to this Agreement.

April 2018