HASBELL S.A. DE C.V., dba EASYBEE
TELEPHONE ANSWERING SERVICES MASTER
AGREEMENT Terms and Conditions
Services:
The Answering Service will provide Telephone Answering Services ("TA
Services") to the Client, which will consist of the receiving and
answering of telephone calls to 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. The Answering Service shall 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 TA Services
Period of TA Services:
The TA Services to be performed under this under this Agreement shall
commence on a mutually accorded date between the Answering Service and
the Client provided that the Answering Service has received on or
before that date a signed copy of this Agreement. The Answering Service
shall have no liability or responsibility for commencing or continuing
service unless the signed copy of the Agreement and the deposit have
first been received by it. 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 thi1ty (30) days prior to the effective date of termination of all
TA Services. Client will have to pay for the entire billing period of
the effective date of termination of all TA Services
Fees and Charges:
Fees and Charges shall be set forth through the Telephone Answering
Service Agreement executed between the Answering Service and the
Client. The TA Services fee is subject to increase for the Client after
one year of the effective date of this Agreement by a rate no higher
than 5% of the current fee.
Terms of Payment:
All statements by the Answering Service to the Client shall be paid
within 20 days of the date of the statement. If the client disputes any
portion of the statement, the Client must bring the dispute to the
attention of the Client in writing within 15 days of the date of the
statement. The failure of the Client to send a written notice of
dispute within this time period shall be deemed a waiver by the Client
of the right to dispute any portion of the statement. If the dispute
relates to a portion of the statement, the Client shall 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 statement within the
time period set forth above, the Answering Service shall have the
right, at its sole discretion, to suspend or terminate all TA Services,
upon twenty-four (24) hour prior written notice to the Client. TA
Services which are suspended or terminated for nonpayment shall be
subject to a reconnection charge of $200.00. The Client shall be
responsible for payment of all TA Services up to the time of suspension
or termination and for payment of a late charge of one and one half
percent ( l 1/2 %) per month on any unpaid/ overdue balance
Illegal Use:
The Client represents and warrants that the TA Services will not be
used for any illegal purpose. If the Answering Service becomes aware
that the TA Services are being used for any illegal purpose, the
Answering Service shall have the right to suspend or terminate all TA
Services IMMEDIATELY, without any prior written or oral notice to the
Client. The Client shall be responsible for payment of all TA Services
up to the time of suspension or termination and the Answering Service
shall have the right to apply the deposit to any unpaid balances.
Confidentiality:
The Answering Service shall treat all messages as confidential and
shall not intentionally disclose any messages to any unauthorized
person or organization. However, the Answering Service shall not be
responsib1e for any inadvertent disclosure and shall 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 shall 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, TA Services
provided or which should have been provided by the Answering Service to
or on behalf of the Client shall 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 shall 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 TA 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 TA
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, shall be considered the sole and exclusive property
of the Answering Service and shall 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 TA 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 TA 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 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.
Assignment:
This Agreement is binding on the parties hereto and their respective
successors and assigns. Neither the Client nor the Answering Service
shall assign its rights, duties, or obligations under this Agreement
without the written consent of the other party.
Notices:
Any notices required to be given by the terms of this Agreement shall
be sent by Certified Mail, return receipt requested, at the address set
forth above in this Agreement. 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.
Governing Law:
This Agreement shall be deemed to have been executed in the San Salvador,
capital of El Salvador, and shall be interpreted, construed and enforced in
accordance with and governed by the laws of El Salvador.
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 by a writing signed by all of the parties to this
Agreement.