By entering into Services Agreement and continuing Service thereafter, the Purchaser of such Services agrees to the following Terms and Conditions:
The following terminology applies to these Terms of Service, Privacy Statement and Disclaimer Notice and any or all Agreements: “Terms of Service” refers to any and all general and special arrangements, provisions, requirements, rules, specifications, and standards that form an integral part of the Agreement or contract, which one must agree to abide by in order to use Service. “Service” refers to inbound or outbound telephone answering services, call center services, or any related service that Customer Elation has agreed to provide under an applicable Services Agreement. “Purchaser” refers to you, the person or company receiving the Service and accepting Customer Elation’s Terms of Service. “Customer Elation” refers to Customer Elation, Inc., a Minnesota Corporation. “Party” or “Parties” refers to both the Purchaser and Customer Elation, or either the Purchaser or Customer Elation. “Service Agreement” refers to any written agreement for Services and any applicable addendums, amendments, including these Terms of Service, or Business Associate Agreements attached thereto or included therewith. Any use of the above terminology or other words in the singular, plural, capitalization, on in their respective pronoun form are taken as interchangeable and therefore as referring to same.
Customer Elation intends to provide Service pursuant to Agreement. Customer Elation is to provide Services pursuant to Purchaser preferences and Purchaser agrees to those Services in accordance with these Terms of Service of the Agreement. Customer Elation cannot control failures in telephone, electric service, or other matters beyond its control and shall not be responsible to Purchaser for interruptions of Service caused by matters beyond Customer Elation’s control. For training and quality control purposes Customer Elation may record and retain copies of audio recordings of our calls for up to 60 days. Electronic copies of messages are maintained for up to six months.
Customer Elation generates invoices on a twenty-eight (28) day billing cycle. Base Rate, Base Service Fee, or any other flat-rate cycle recurring charge is due in advance. Any overage minutes or quantity-based Services are billed in arrears the following cycle. All calls are measured in sixty (60) second billing increments and calls have a minimum of sixty (60) seconds. Time of call is measured from connect to disconnect time as recorded by Customer Elation’s call-handling or phone bank exchange systems. Charges include all inbound and outbound actions, programming or account management time, or their associated minutes. Unless specifically negotiated and agreed to by both parties, invoices will be generated every twenty-eight (28) days and invoice terms are twenty-eight (28) days from date of invoice. A charge may be applied for all invoice delivery made via postal mail service; email invoice delivery is made free of charge. Customer Elation, recognizes the following as holidays: New Year’s Eve Day, New Year’s Day, Easter Sunday, Memorial Day, Fourth of July, Labor Day, Thanksgiving, Christmas Eve Day and Christmas Day. Pursuant to the terms of your Agreement, Customer Elation reserves the right to charge an increased rate for minute usage on a holiday or a flat-rate fee per holiday occurrence. Customer Elation at its sole discretion reserves the right to increase the rates for Service listed in the Agreement.
Payments must be in possession of Customer Elation on or before their due date. Customer Elation reserves the right to require payment outside of a regular billing cycle. If charges due are not paid within twenty-seven (27) days of the invoice date, a late fee according to the terms of the Service Agreement is applied to the balance. Customer Elation may assess the maximum fee, as permitted by the state, for each returned check to cover bank fees. Accounts fifty-six (56) days past due may be shut off for non-payment without notice to Purchaser. Accounts that are shut off for non-payment may be sent to a collection agency and Customer Elation may assess the maximum fee, as permitted by the state, to be added to the total due for their fees. Purchaser agrees to send Customer Elation written notice of any dispute within twenty-eight (28) days of their statement date, or the statement and the charges on the invoice may be deemed payable in full. Partial payment of any bill will be applied to the Purchaser’s outstanding charges in amounts and proportions solely determined by Customer Elation. No acceptance of partial payment(s) by Customer Elation shall constitute a waiver of any rights to collect the full balance owed under the Agreement.
All Services Customer Elation provides are subject to the approval of Customer Elation. Customer Elation reserves the right to request a letter of credit from Purchaser’s bank or financial institution and/or security deposits to ensure Purchaser’s account remains in good standing. Purchaser responsibility for payment to Customer Elation for all charges and Services rendered shall survive any termination of this agreement for whatever reason. Purchaser hereby represents and warrants that they are authorized to provide Customer Elation authorization to contact phone numbers provided by Purchaser and distribute the content of those transmissions to the phone numbers provided by Purchaser in accordance with state and federal law and regulation.
5.0 TERM AND TERMINATION
The agreement shall run for an initial term of eighty-four (84) days from the activation of Purchaser Services. Following the initial term, the agreement shall be on a billing cycle-to-billing cycle renewal basis and shall continue unless cancelled by either party upon twenty-eighty (28) days written notice. Customer Elation will not issue a refund for Service deemed to have begun and is, for all intents and purposes, underway. Customer Elation reserves the right to cancel or suspend any Service, to any Purchaser, at any time, without prior notification if said Purchaser displays abusive behavior toward any employee.
6.0 REGARDING ERRORS
Purchaser agrees that, due to the nature of oral communications, Customer Elation shall not be held responsible in any manner for accuracy in receiving and transmitting communications under this Agreement. Customer Elation makes no guarantee that it will be equipped to handle unexpected increases in call volume. Customer Elation does not guarantee that its Service is error free, information will be transmitted without delays, the security of information carried over any telecommunication medium, or that data will remain uncorrupted and otherwise intact. To the extent required by law, Customer Elation will make all reasonable efforts to provide secure Service to its customers. If any error occurs where Purchaser believes Customer Elation was not providing appropriate Services which resulted in error in message reception or transmission, it is Purchaser responsibility to inform Customer Elation, within twenty-eighty (28) days following such reception or transmission in writing. Any credit for such errors in transmission or reception shall be at the discretion of Customer Elation and any credit offered on Purchaser’s account will be applied to Purchaser’s account and any forthcoming invoices. Credit for Customer Elation’s actual charges shall be Purchaser’s sole remedy. If Customer Elation assumes responsibility, it shall only assume responsibility for direct damages and not for any indirect damages (including loss of profits, loss of business, loss of revenue, loss of property) for any cause of action. The liability of Customer Elation, arising out of mistakes, omission, interruptions, delays, errors or equipment failures occurring in the course of furnishing Service, shall not exceed the amount charged to the subscriber for the single billing period of Service during which such mistake, omission, interruption, delay, error or equipment failure occurs.
Customer Elation is committed to protecting your privacy and the privacy of your data. Authorized employees within the company on a need to know basis only use any information collected from individual customers to the minimum extent necessary to provide Services under the Agreement, and only as permitted by law.
Each party agrees that it will not permit the duplication, use, or disclosure of any confidential information including reports and summaries of activities of the parties, person or entity unless written consent has been obtained from the other party. Confidential information shall not include information that is generally known by the public and any competitors of either party or is required to be publicly disclosed by law, regulation or other acts of governmental authority.
Customer Elation may change or modify the Agreement, including these Terms of Service, and any related policies from time to time (“Revisions”) by posting such Revisions here or at www.customerelation.com. The Revisions are effective from the first day of the start of the next billing cycle, no fewer than 28 days, following the posting to the Website. Purchaser will receive notice of the Revisions with or on the next applicable invoice. Purchaser shall have twenty-eight (28) calendar days from the invoice notice of such Revisions to provide Customer Elation with written notice that the Revisions adversely affect Purchaser’s use of the Service(s). If after notice Customer Elation is able to verify such adverse affect but is unable to reasonably mitigate the Revision’s impact on such Services, then Purchaser may terminate the impacted Service(s) without further obligation to Customer Elation beyond the termination date. This shall be Purchaser’s sole and exclusive remedy. Failure to respond timely to notice of Revision shall be construed as acceptance of the Revisions and Purchaser will be responsible for the Terms of Service from the effective date forward.
9.2 DISPUTE RESOLUTION
This agreement shall be governed by and interpreted in accordance with the laws of the jurisdiction of the State of Minnesota, without regard to the principles of conflict of laws there under. If Customer Elation initiates legal proceedings to collect any amount owed to Customer Elation and the courts or verdict rules in favor of Customer Elation, Purchaser agrees to pay a reasonable amount of Customer Elation’s attorney fees and subsequent court costs associated with any judicial proceedings or appeals. In accordance with this agreement, Purchaser waives all rights to a jury trial. In the event of legal action, Purchaser agrees the location of the venue will be in any state or federal court which has jurisdiction over business dealings and actions performed in the State of Minnesota.
No failure by either Party to enforce any right(s) hereunder shall constitute a waiver of such right(s). The Agreement may be executed in counterpart copies.
9.4 ENTIRE UNDERSTANDING
The Agreement constitutes the entire understanding of the Parties related to the subject matter hereof. The Agreement supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning the Services or the Parties’ rights or obligations relating to Services. Any prior representations, promises, inducements, or statements of intent regarding the Services that are not embodied in the Agreement are of no effect. In the event of any conflict between these Terms of Service (or any portion thereof) and any other Services Agreement now existing or hereafter entered into between the Parties, the Terms of Service shall prevail.