Service agreement

This Service Agreement (this “Agreement”) is made effective as of this day of , (the
“Effective Date), by and between (“Client”), and CallGeeks, LLC, a limited liability
company (“CallGeeks”).


RECITALS


CallGeeks provides call center services, and Client desires to engage CallGeeks to provide such
services, on the terms and conditions set forth in this Agreement.


AGREEMENT


Client and CallGeeks, in consideration of the mutual promises, terms, and conditions provided
herein, agree as follows:


1. Services. During the Term of this Agreement (as specified in Paragraph 5(a), below),
CallGeeks will provide call center services to Client.


2. CallGeeks’ Obligations. During the Term of this Agreement, CallGeeks will fulfill the
following obligations:
(a) Quality of Services. CallGeeks will render all Services in a professional, diligent,
honest manner, consistent with reasonable standards of quality for comparable services in the
industry. CallGeeks is responsible for supervision, quality control, and training of agents.
(b) Number of Agents. CallGeeks will provide Services through its agents, each of
whom shall provide up to 45 hours per week of Services to clients.
(c) Reporting. CallGeeks will provide clients with a list check and progress report on a
weekly basis and shall provide such report(s) via email.
(d) Billing. CallGeeks will bill clients according to the time periods set forth in
Paragraph 4(b), Call Geeks shall provide clients with an accurate total hours of services that
were actually completed in each monthly period. It is the client's responsibility to ensure all
invoices are paid on the due date. In the event the past due amount falls more than 48 hours, Call
Geeks will process the card on file for outstanding balance. If the client cannot be contacted or
the card on file is rejected, client campaigns will be put on hold and the client will forfeit all
deposits received. If the invoice is not satisfied after 72 hours the deposit will be applied to the
outstanding balance. The client accounts will be placed in collections until full payment is
received. Please note that we might use the services of a third party agency to recover
outstanding balance if your account exceeds 30 days over due.
(e) Compliance with Laws. In providing the Services, CallGeeks shall comply with all
applicable federal, state, and local laws, orders, rules, ordinances, regulations, and codes.


3. Client’s Obligations. At all times during the Term, Client will fulfill the following obligations:
(a) Agent commitment. Client commits to _____ agents for their campaign. Hereafter,
the client shall provide one-week advance notice of any projected changes in the number of
agents or services required. This includes downsizing or upscaling numbers of agents and/or
placing the services on hold by request.
(b) Data. If the services selected by the Client require data, the Client shall provide data
for use by CallGeeks to deliver the service requested. The client will provide a sufficient level of
data to ensure the agent's productivity. Client is responsible for ensuring such data is compliant
with the requirements of the Telephone Consumer Protection Act (“TCPA”).
(c) Deposit. It is the client's responsibility to have a deposit on file within 24 hours of
signing this agreement. Client agrees to provide CallGeeks with a deposit equal to the projected
amount of 90 hours of Services to be provided based upon the Agent Commitment noted in
Paragraph 3(a) (the “Deposit”). CallGeeks shall provide a calculation of this amount upon signing
this agreement which will remain on the account for the entire term. CallGeeks shall be entitled
to utilize the security deposit to satisfy any amount due to CallGeeks under this Agreement
and/or as compensation for any damage or loss that Provider may suffer as a result of Client’s
breach of this Agreement. CallGeeks will be authorized to collect the total amount of the remaining deposit if Client abandons or does not use the account for over 90 Days.
(d) If applicable, the client is responsible for the amount of $50 per agent if Systems
are offered by Call Geeks.
(d) Once the client agrees to the terms of service, the client commits to a three-month
service through CallGeeks. Per this agreement the client abides to a three-month period, if the
service is ended or stopped CallGeeks has the legal right to take full legal action.
(e) CallGeeks will not provide refunds but will use any remaining balance towards outstanding service charges.


4. Fees and Payment.
(a) Client will pay ___ per hour per agent for the Services (the “Fees”).
Client will pay _____ per billing cycle per agent for the Systems.
(b) CallGeeks will invoice the client twice a month and such invoice shall set for the
Fees payable for the immediately preceding two-week period. Client will be billed for the actual
hours its assigned Agents are logged in to the CallGeeks system and providing services. All
invoices will be due in the next 2 days. If any payment owed to CallGeeks is not paid when due,
then (i) no further services will be provided until such invoice is paid; (ii) CallGeeks will deduct
the amount owed under the invoice from the deposit.
(c) Additional Fees:
(i) An additional 3% Credit Card Processing Fees will be applied when invoices are paid using a
Credit card.
(ii) In Case of Using ACH transfer, no additional Fees to be applied to the invoice.


5. Term and Termination.
(a) Term. Service start date is ___________________. This Agreement will continue until
terminated as provided under this Agreement.
(b) Termination. Client acknowledges that CallGeeks will make a substantial
investment to fulfill its obligations under this agreement. As a result, Call Geeks will require a 15
day written cancellation notice prior to the billing cycle in order to terminate services.
(c) Paused. Clients can pause an account if needed up to a total of 12 months, 3
months at a time and it is the client’s responsibility to extend such “Pause“ to the time allowed,
this must be via email. If the client fails to extend we will change the account from Paused to
Active and services will continue as per the agreement.


6. Independence. CallGeeks is rendering the Services hereunder as an independent service
provider, and not as an employee, joint venture, or partner, of Client. For the avoidance of doubt, the
parties expressly state that nothing in this Agreement is intended to create any joint employer
relationship between CallGeeks and Client.
(a) CallGeeks shall have the sole right to determine the time, place, and manner in
which CallGeeks and its operators and/or subcontractors render the Services required by this
Agreement. It is expressly understood and agreed between the parties that, in exercising its
discretion regarding the place from which Services are rendered under this Agreement,
CallGeeks may utilize subcontractors or other personnel located outside of the United States or
its territories.
(b) Each party agrees to assume complete responsibility for its own personnel and/or
subcontractors, to the extent applicable, with regard to applicable taxes or liability associated
with employing any individual to provide the Services under this Agreement.'


7. Non-Exclusivity. The Parties understand and agree that nothing in this Agreement requires
either party to exclusively contract with the other party for the Services or similar services. Specifically,
CallGeeks may contract with any other party, including, without limitation, an affiliate of CallGeeks, to
provide the Services or similar services, and Client may contract with any other call center to provide the
Services or substantially similar services. Client acknowledges that CallGeeks may work with clients
and/or CallGeeks’ affiliates, who work in similar industries to Client, and who may be engaging CallGeeks
for similar purposes and utilization of similar data profiles. Client acknowledges that such similarities
adds to CallGeeks’ expertise in such industries. However, CallGeeks will, at all times, maintain Client’s
data confidentially from other clients’ data, and Client acknowledges and waives any claim against
CallGeeks based solely on the similarity (or competitiveness) of other clients’ purposes and services or
products.


8. Use of Client Name and Marks. Client hereby grants to CallGeeks a non-exclusive,
royalty-free, non-transferable right and license to use Client’s name and any logos, trademarks, trade
names, or other marks of Client provided by Client to CallGeeks (collectively, the “Client Marks”)
exclusively for the purpose of providing the Services under this Agreement. Upon termination of this
Agreement, such license shall automatically expire.


9. Non-Circumvention. Client recognizes that in the course of CallGeeks’ provision of the
Services pursuant to this Agreement, Client will be exposed to and learn detailed information regarding
CallGeeks’ subcontracted service providers who may be involved in providing services to Client under
this Agreement, and hereby recognizes and acknowledges that such information would not be obtained
in the absence of CallGeeks’ role in connection with the Services. Accordingly, for the protection of
CallGeeks’ legitimate business interests, Client expressly agrees that during the Term of this Agreement
and for a period of 12 months thereafter, neither Client nor any of its affiliates will, directly or indirectly,
solicit, seek to procure, or procure services from any employee or subcontractor of CallGeeks (other than
by general advertising) who provided services for Client at any time during the 12 months preceding the
commencement of such solicitation.


10. Injunctive Rights. Any breach of Section 8 of this Agreement will result in irreparable and
continuing damage to the non-breaching party. In addition to any other rights or remedies the
non-breaching party may have, any breach or threatened breach of the provisions of Section 8, above,
may be prohibited by restraining order, injunction or any other equitable remedies. The rights and
obligations established by Section 8 shall survive and continue after the termination or expiration of this
Agreement.


11. Indemnification. Each party (the “Indemnifying Party”) will indemnify, defend, and hold
harmless the other party (the “Indemnified Party”) and the Indemnified Party’s officers, directors,
shareholders, members, managers, employees, agents, representatives, successors, heirs, and assigns
(collectively, the “Related Parties) from and against all third-party claims, suits, damages, expenses
(including reasonable attorneys’ fees and costs), penalties, and fines (collectively, “Losses”) arising out of
or in connection with the Indemnifying Party’s breach or alleged breach of its obligations under this
Agreement, including, without limitation, any breach of any obligation to ensure compliance with the
TCPA. The Indemnified Party shall promptly provide the Indemnifying Party written notice regarding any
third-party claim of which it has knowledge that is covered by this Section 10.

Indemnified Party to give such notice shall not release, waive or otherwise affect the Indemnifying
Party’s obligations with respect thereto except to the extent that the Indemnifying Party is actually and
materially prejudiced as a result of such failure. The Indemnified Party shall have the right to assume and
conduct the defense of such third-party claim with counsel of its choice reasonably satisfactory to the
Indemnifying Party and the Indemnified Party may pay, compromise, settle or defend such third-party
claim at the cost and expense of the Indemnifying Party in such manner and on such terms as it may
deem reasonably appropriate; provided, that the Indemnified Party shall not be entitled to settle such
third-party claim without the consent of the Indemnifying Party (such consent not to be unreasonably
withheld, conditioned or delayed), unless the sole relief granted is relief for which the Indemnifying
Party would have no liability, in which case no consent shall be required. Subject to the foregoing, no
action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the
Indemnifying Party of its indemnification obligations provided herein with respect to any Losses
resulting therefrom. The Indemnified Party’s defense and, if applicable, settlement of a third-party claim
shall be at the cost and expense of the Indemnifying Party as if the Indemnifying Party is ultimately
deemed to have an indemnification obligation hereunder with respect to such third-party claim. The
Indemnified Party shall, to the extent reasonably requested by the Indemnifying Party, keep the
Indemnifying Party reasonably informed as to the status of any third-party claim.


12. Limitations on Liability. In no event will either party be liable to the other for aggregate
damages, including indemnification obligations, under this Agreement in excess of 12 months’ Fees
incurred hereunder. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL,
INDIRECT, SPECIAL OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT,
TORT, OR OTHERWISE.


13. Force Majeure. In the event that either party is unable to perform any of its obligations
under this Agreement because of natural disaster, actions or decrees of governmental bodies or agencies,
war, civil disturbances, terrorism or communication line failure, or other cause not the fault of the
affected party (a “Force Majeure Event”), the party that has been so affected shall immediately give notice
to the other party and shall do everything possible to resume performance. Upon receipt of such notice,
all obligations under this Agreement shall be immediately suspended. If the period of nonperformance
exceeds 30 days from the receipt of notice of the Force Majeure Event, the party whose ability has not
been so affected, may, by giving written notice, terminate this Agreement.


14. Severability; Waiver. Client and CallGeeks agree that, if any term or provision of this
Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the
validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if this Agreement did not contain the particular term or
provision held to be invalid. The failure of either party to enforce any provision of this Agreement shall
not constitute a waiver by that party of that or any other provision of this Agreement.


15. Notice. All notices under this Agreement shall be in writing and addressed to the
appropriate party at the address set forth immediately below, or at such other address as either party
may subsequently advise in writing in accordance with the terms hereof. Notice shall be deemed
sufficiently given for all purposes upon the earlier of (i) the date of actual receipt; (ii) if mailed by
certified or first class mail, three (3) calendar days after the date of postmark; (iii) or if delivered by
overnight courier, the next business day on which the overnight courier regularly makes deliveries;
provided, however, that a notice sent by email will be deemed sufficiently given when the recipient
acknowledges receipt of the email.


IF TO CLIENT IF TO CALLGEEKS
Address: ____________________________________________ CallGeeks, LLC
Email: Email: billing@callgeeks.com
Attn: Attn: Admin Department


16. Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be construed in
accordance with the laws of the state of Arizona, without regard to its choice of law rules. Except as
necessary to enforce indemnity or defense obligations, the parties must bring court proceedings in a
state or federal court of competent jurisdiction in Maricopa County, Arizona. Each party agrees to
personal jurisdiction in such courts. BOTH CLIENT AND CALLGEEKS KNOWINGLY AND VOLUNTARILY
WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING WILL
BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.


17. Entire Agreement. This Agreement represents the entire understanding and agreement
between the parties with respect to the subject matter hereof, and supersedes all other negotiations,
understandings and representations made by and between the parties with respect to such subject
matter.


18. Binding Agreement; Assignment. This Agreement shall inure to the benefit of each party
and their respective successors, heirs, and assigns; provided, however, that neither party may assign this
Agreement without the prior written consent of the other.


19. Counterparts; Electronic Signatures. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which together will constitute
one and the same instrument. A photocopy, electronic, or digital copy of a handwritten signature will be
deemed to be an original signature for all purposes.


20. Liability and Outsourcing; Call Geeks is considered a third-party marketing and billing
vendor used in the services rendered in this contract. A Variety of outsourced companies conduct the
nature of business in which you are agreeing too. Call Geeks holds no liability for any disputes, litigation,
FTC complaints or damages incurred due to the services rendered from any outsourced companies.


21. State and Federal Laws; Client understands that services provided are voluntary. Client
understands that Call Geeks and Outsourced companies are contracted to provide services chosen by the
client. Client understands potential liability and legal issues that may arise from chosen services and
waives all right to claims against Call Geeks and Outsourced Companies that may arise due to disputes,
litigation, FTC Complaints, or damages from the services provided.


22. Client agrees that Call Geeks and Outsourced Companies may dissolve this contract, if Client
does not comply with all applicable federal, state, and local laws, orders, rules, ordinances, regulations,
and codes.

23. CallGeeks reserves the right to change or update this Agreement at any time. CallGeeks will notify customers through an electronic link with the New Terms of Agreement.

CALL US

Sales Team: (866) 380-3327

Support Team: (602) 854-1497

Email US

Sales@callgeeks.com

Support@callgeeks.com

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