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Agreement For Outsourcing Call Center
Agreement For Outsourcing Call Center
BY AND BETWEEN
AND
1.1
a) Subject to the terms and conditions of this Agreement, Seller hereby retains
Provider to provide the Customer support and telemarketing services set forth
below (collectively, the "Services"), and Provider hereby accepts such engagement.
Provider will provide Seller inbound teleservice support for Seller Customers who
have purchased [www._________________.com] through the Site. Provider will
provide such services in
accordance with the specifications set forth on SCHEDULE [SPECIFY] attached
hereto and made a part hereof (collectively, the "Inbound Teleservices").
c) During the Term (as hereinafter defined) of this Agreement, Provider shall, at the
option of Seller, provide outbound up-sell telemarketing services to Customers on
terms and conditions to be agreed upon in good faith by the parties.
d) Provider will also provide such additional related services as set out in this
1.1.1 Provider agrees to notify Seller on a daily basis of any information required
by Seller's Customers. The parties agree that Seller is responsible for fulfilling such
requests. Should Provider's notice obligation significantly interfere with its primary
Service activities, Provider will notify Seller. The parties agrees that upon such
notice, they will work cooperatively toward an amicable solution.
1.1.2 Provider agrees to provide Seller with such information and reports related to
Services created by the Provider telephone system. The initial list of reports are set
forth on SCHEDULE [SPECIFY] annexed hereto and made a part hereof. Additional
reports, as agreed to by the parties, shall be provided by Provider during the Term
and shall be deemed included on SCHEDULE [SPECIFY] annexed hereto effective
as of the date agreed to by Provider and Seller. Report topics may include
performance, users, applications and lost Contacts (as hereinafter defined), among
others.
1.2 Products
Provider will provide the Services for all [SPECIFY] related goods and services
offered by Seller through the Site and the Toll-Free Number (collectively, the
"Products"), and any other products related thereto as designated from time to time
by Seller (the "Related Products"). All terms and conditions herein apply to the
Products and the Related Products. If Related Products (other than any usual and
customary updates, upgrades, new versions, extensions or evolutionary
developments to the Products as would typically be expected to occur in products
and services such as the Products) Are introduced during the Term of this
Agreement, Seller shall provide reasonable advance notice of and information about
such additional Related Products to Provider to enable Provider to inform and Train
its CSRs (as defined in SCHEDULE [SPECIFY] annexed hereto) as necessary and
appropriate to provide quality Services with respect to such additional Related
Products.
a) Provider will provide the Inbound and outbound Tele service from Monday to
Saturday.
b) [8] Hours per day, [6] days per week, [12] Months per year commencing on the
c) The seller has no SCHEDULE for the provider separately for month target.
Working
1.4 Facility
"Facility") for delivery of Services for the Products. The Facility will be equipped
with
telephone systems, computer systems, and various Provider support and call
monitoring tools, such as documentation and knowledge bases, to be used in the
delivery of the Services. Provider shall bear all expenses of operating the Facility,
including all expenses for equipment and systems necessary to connect to any
telecommunications circuits or facilitie utilized by Seller to bring calls to the
Facility. SCHEDULE [SPECIFY] annexed hereto and made a part hereof identifies
the minimum capabilities Provider shall maintain with respect to the Facility.
2. SERVICE LEVELS
Actual Handling Time: Shall mean (i) in the case of an Inbound Call (as hereinafter
defined) by a CSR or an outbound Customer callback, the time that is measured
from when the call is physically answered by the CSR or the Seller Customer
respectively until the call is physically terminated; and any additional wrap up
work performed related to such call prior to becoming physically available to receive
the next Inbound Call or to make the next Customer callback, and (ii) in the case of
an Automated Call (as hereinafter defined), the time that is measured from when
the caller enters the Provider Voice Response Unit (VRU) until such caller leaves
the VRU.
SCHEDULE [SPECIFY] annexed hereto and made a part hereof sets forth the
performance requirements of Provider applicable to its handling of Inbound Calls,
Contacts and the Actual Handling Time for Inbound Calls for all Services.
2.3 Escalation procedure Seller recognizes that there may be instances where
Provider will not be able to resolve a Customer
Provider agrees that in the event a Provider CSR is unable to resolve a support
incident during an Inbound Call, the CSR will make all reasonable efforts to
contact the Customer as soon as possible with the solution. All telecommunications
costs for these callbacks shall be borne by Seller. In the event Seller selects to be
billed on a per-call basis, these callbacks shall be considered a billable call. 2.5
Call length
Seller and Provider recognize that the amount of time a CSR spends on an
individual voice Contact
can impact both Service levels and fees. Seller's expected average call length for
Products is set out
length, Provider agrees to notify Seller and will work toward determining how to
accommodate the
Increase by either modifying the Service level or increasing the staff as mutually
agreed.
Seller agrees to provide Provider with sufficient copies of Products and related
materials, including, but not limited to, copies of software, documentation, licenses
and Product information as reasonably
necessary to provide Services for the Products. Provider acknowledges that its use
of such tools may be subject to the terms of license agreements required by Seller
or its third party suppliers, and Provider agrees to abide by all the terms and
conditions of such licenses in connection with its use of such tools. Seller shall
only be obligated to supply one copy of any documentation or other such Written
materials relating to any such tools, and Provider may make such number of copies
(and only such number of copies) of such materials as are necessary for it to
provide Services hereunder.
3.3 Training
Seller will provide one copy of necessary training materials to Provider on all
versions and aspects of Products that are unique or specific to Seller's services at
no charge to Provider. Provider trainers at Provider's Facility will provide training
for Provider CSRs, unless otherwise agreed to in writing by the parties. Training
will be delivered based on technical documentation for all aspects of the Products
which are unique or specific to Seller's services and all updates, upgrades and
revisions thereto required to provide the Services will be provided to Provider by
Seller at no charge to Provider.
Provider agrees to use said documentation for Service purposes only. Provider
agrees to use all training materials for training and support purposes for the
Services only. Provider agrees to provide Standard Provider support training to its
employees at the Facility, which shall include (at a minimum) training on the
standard types of underlying hardware, operating system and application (e.g.
Browser) software required or typically used in conjunction with the Products.
Seller shall have the right to review and approve the level of proficiency to which
the CSRs are to be trained by Provider to facilitate the performance of quality
Services, which approval shall not be unreasonably withheld. Except in an
emergency and upon consultation with Seller, Provider shall not assign CSRs to
provide Services hereunder unless they have received adequate training as
approved by Seller and otherwise meet the requirements applicable to CSR's as set
forth on SCHEDULES [SPECIFY].
4 FEES
Provider agrees to provide the refundable security deposit of Rs.5000 to the seller
for security purpose refunded according to working months valid for one year.
4.2 Payment
Every month 5th will be the payment date of providers. Commencing with the end
of the month of the Telemarketing Launch Date and each month thereafter during
the Term (as hereinafter defined), Provider will provide Seller with a monthly
itemized statement for the Services rendered during the preceding monthly period.
In addition, Provider will bill and Seller will pay for Related Services and such other
charges as are provided for herein on an as incurred basis (along with its regular
monthly invoice). Seller will pay net payment of 50% from the month profit. Days
from receipt of each invoice in [COUNTRY]. If Seller is delinquent in the payment of
any invoice, and fails to remedy the delinquency within 5 days after written notice
of delinquency is received by Seller, Seller shall be obligated to pay late charges in a
total amount not to exceed [50 %] percent per month on the unpaid balance of any
undisputed portion of the invoice which is unpaid. In the event of a dispute with
regard to a portion of any invoice, the disputed portion may be withheld until
resolution of the dispute but any undisputed portion shall be paid as provided
herein.
PROVIDER agrees to keep accurate books of account and records (in accordance
with
generally accepted accounting principles consistently applied) at the address set
forth on the
first page of this Agreement detailing all fees for its Services. Such books and
records shall
Agreement. Upon reasonable notice of not less than 3 days, Seller shall have the
right, for
each 12 month period during the Term, to inspect and audit such books of account
and
records to verify the accuracy of the information contained in any invoice or the
amount of
fees for Services paid to all Provider hereunder. The parties agree that any dispute
as to the
fees paid to or charged by Provider for the Services that cannot be resolved by the
parties
4.4 Taxes
authorities of its CSRs' or other employees' income tax and FICA forms and the
payment of
all of such persons’ salaries, employer contributions and employee benefits. Seller
shall be
solely responsible for all Indian applicable federal, state and local taxes and
charges arising
out of or related to sales of the Products and any such taxes shall be assumed and
paid for
by Seller. Provider and Seller shall be solely responsible for the preparation and
submission
to applicable authorities of their respective federal, state and local income taxes
attributable
to income derived by each such party in connection with the subject matter of this
Agreement.
5. TERM OF AGREEMENT
5.1 Term
The initial term of this Agreement shall commence on the date hereof and shall
continue for
a period of one year from the Telemarketing Launch Date (the "Initial Term"). This
Agreement shall automatically be extended for successive one year terms (each a
"Renewal
Term") unless either party gives the other written notice of its intention not to
extend this
Agreement at least [NUMBER] days prior to the end of the then current term, or
unless
terminated as provided elsewhere herein (the Initial Term, together with each
Renewal Term,
if any, being collectively referred to herein as the "Term"). Any time after expiration
of the
Initial Term, Provider may change the prices and terms on which providing at least
[NUMBER] days prior written notice to Seller (the Fee Notice Period”) will provide
Services.
Seller shall have the right, in its sole discretion, to reject such changes and, in
such case,
this Agreement shall automatically terminate without penalty to either party upon
expiration
5.2.3 Any default claimed by Provider against Seller which cannot be resolved by
negotiation
[NUMBER] of this Agreement, and Provider shall not be entitled to terminate this
Agreement or
Seller may terminate this Agreement at any time during the Initial Term and any
Renewal Term without cause upon at least 15 days written notice to Provider. In
such event, Seller shall pay An early termination fee to Provider to compensate
Provider for all costs and expenses actually and reasonably incurred by Provider for
personnel and equipment engaged in providing Services to Seller
At the time of termination until such resources are either discharged or re-deployed
by Provider to provide services for other parties (but in any event for a period not to
exceed 5 days after termination).
Provider will promptly and in good faith attempt to re-deploy such resources as
soon after termination as possible so as to reduce the amount of such early
termination fee payable by Seller to the extent reasonably possible. In no event
shall the total amount of such termination fee exceed the amount billed to Seller for
the Services (excluding any Related Services) provided in the month immediately
preceding the giving of the notice of termination by Seller.
Seller has their own rights to terminate the agreement, If found any illegal
activities, miss -use of data’s, unsatisfied service to the customer,
Subject to the limitations of liability set forth in Section 6.3.2 of this Agreement,
Provider agrees to indemnify and save harmless Seller and its affiliates, and their
respective officers, directors, shareholders, members, partners, employees, agents
and other personnel, from any liabilities, causes of action, lawsuits, penalties,
damages, claims or demands (including the costs and expenses and reasonable
attorneys' fees on account thereof) that may be made:
obligation hereunder, or
hereunder
Provider cooperates with Seller, Seller agrees to indemnify and hold Provider and its
affiliates, and
Provider agrees to notify Seller promptly of any written claims or demands against
Provider for which
Seller is responsible hereunder. Seller shall have no liability for, and Provider shall
indemnify and hold
Seller and its affiliates, and their respective officers, directors, shareholders,
members, partners,
employees, agents and other personnel, harmless from and against, any claim
based upon Provider's
conduct, if such infringement, cause of action or other damage would have been
avoided but for that
conduct.
6.3.1 Provider warrants to Seller that the Services furnished under this Agreement
6.3.2 Except for liabilities described in clauses (i) and (ii) below, Provider's and
this Section shall not apply to: (ii) damages resulting from personal injury or death
or damage to
of this Agreement or
negligence.
7. GENERAL PROVISIONS
7. 1 Non-Disclosure
any information which, if kept secret, will provide the party disclosing such
Confidential
and made available to the party receiving Confidential Information (in each case a
"Recipient").
prior written authorization of the Discloser, the Recipient shall not directly or
indirectly use, disclose,
this Agreement, for whatever reason. Recipient shall use the same care and
discretion to protect
not less than a reasonable standard of care. Recipient shall restrict use of the
Discloser's Confidential
Information to its employees, and to those consultants who have been pre-approved
in writing by
Discloser, who have a need to know the Confidential Information and who have a
written agreement
7.1.4 Nothing contained in this Section 7.1 shall in any way restrict Recipient's
rights to use,
a written record;
whose disclosure does not constitute a breach of any duty of confidentiality owed to
Discloser;
7.1.6 Upon termination or expiration of this Agreement for any reason whatsoever,
Seller
and Provider shall leave with or return to the other all documents, records,
notebooks,
other party and such other party's affiliates, including any and all copies thereof.
7.1.7 Provider and Seller agree that the terms of this Section 7.1 are reasonable
and
necessary to protect their respective business interests and that the other party
would suffer
irreparable harm from a breach of this Section 7.1. Thus, in addition to any other
rights or
remedies, all of which shall be deemed cumulative, Provider and Seller and/or their
7.2.1 Provider agrees to disclose and furnish promptly to Seller any and all
technical
data, written, oral or otherwise expressed, first made or created for and paid for by
Seller
under this Agreement (hereinafter "Work Product"). The Work Product specifically
includes,
without limitation, any scripts, lists of frequently asked questions and responses
thereto, etc.,
Products.
7.2.2 Subject to the provisions of this Section 7.2.2, Provider agrees to assign and
does
hereby assign to Seller all right, title and interest in and to any Work Product. To
the extent
such Work Product qualifies as a "work made for hire", it shall be deemed to be
such.
subsisting in such Work Product, and (ii) Provider shall be free to independently
develop
software and other works similar to any works developed by the performance of the
Services
7.2.3 Provider agrees to take all reasonable steps, at Seller's expense, to assist
Seller in the
7.2.4 Provider shall not acquire any right to any tradename, trademark, and service
mark, copyright,
patent or other form of intellectual property of Seller. Provider shall not use such
intellectual property
particular aspect of such provision found invalid or unenforceable and shall not
affect any other any
The parties acknowledge having read this Agreement and agree to be bound by its
Terms.
This Agreement and the Schedules attached hereto and supersedes and replaces
any
existing agreement written or otherwise, entered into between or among Seller and
Provider
relating to the subject matter hereof except that the provisions of that certain
Nondisclosure
Agreement, dated ___________, between Seller and Provider, shall remain in full
force and
effect as it relates to the exchange of information between the parties from the date
of such
7.5 Assignability
This Agreement shall not be assigned by either party without the prior written
consent of the other
party, which shall not be unreasonably withheld or delayed, except that Seller may
assign this
entity which acquires all or substantially all of the assets or operations of its
Internet-related services
business dealing with the Products, with notice to but without the consent of
Provider. Any such
attempted assignment lacking consent where required shall be null and void.
7.6 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of Tamil
Each party shall be released from and shall have no liability for any failure beyond
its reasonable
control, including, but not limited to, acts of God, labor troubles, strikes, lockouts,
severe weather,
With respect to all matters relating to this Agreement, Provider shall be deemed to
be an independent
contractor. Provider shall not represent itself or its organization as having any
relationship to Seller
Other than that of an independent agent for the limited purposes described in this
Agreement.
Provider shall designate and maintain at all times hereunder a project manager to
serve as a single
point of contact for Seller to assist in the resolution of all technical, operational and
implementationRelated matters. Provider shall endeavor not to change such project
manager without Seller's
approval, and in any event shall notify Seller of any such changes. In addition,
each party shall, at all
times,
Designate one representative who shall be authorized to take any and all action
and/or grant any
approvals required in the course of performance of this Agreement. Such
representations shall be
fully authorized to act for and bind such party including the approval of
amendments to this
Agreement. Until written notice to the contrary (as delivered in accordance with
Section 7.9), the
Gleam global services] (the “seller"), a company organized and existing under the
laws of the
7.10 Notices
postage prepaid, to the addresses shown below or to such other addresses as are
specified by similar
notice, and shall be deemed received upon personal delivery, upon confirmed
facsimile receipt,
[NUMBER] days following deposit with such courier service, or [NUMBER] days
from deposit in the
[STATE/PROVINCE]
Attention: [INDIVIDUAL NAME] Attention: [INDIVIDUAL NAME]
A party may change its address and the name of its designated recipient of copies
of notices for
purposes of this Agreement by giving the other parties written notice of the new
name and the
address, phone and facsimile number of its designated recipient in accordance with
this Section 7.9.
7.11 Representations
bind the other party to any representation, oral or written, or any warranty
concerning the Services or
7.12 Arbitration
shall be settled by arbitration in accordance with the [YOUR COUNTRY] Center for
Public Resources
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.