Terms and Conditions
This Service Agreement ("Agreement") is entered into between customer ("Client") and Prime Bridge Solutions ("Service Provider").
1. Service Scope
The Service Provider will furnish call center services as outlined in the Statement of Work ("SOW") or a separate, mutually agreed-up-upon addendum. This includes, but is not limited to, inbound and outbound calling, customer support, lead generation, and other telecommunication-based services. The Service Provider commits to delivering these services with professional care and skill, adhering to the highest industry standards.
2. Data and Confidentiality
All information disclosed by the Client to the Service Provider, including customer data, trade secrets, and proprietary information, shall be considered confidential. The Service Provider agrees to protect all such information with the same degree of care it uses for its own confidential data. The Service Provider's employees and agents will be bound by non- disclosure agreements to ensure compliance with this clause.
3. Compliance
The Service Provider shall conduct its services in full compliance with all applicable federal, state, and local laws and regulations, including, but not limited to, the Telephone Consumer Protection Act (TCPA), the Health Insurance Portability and Accountability Act (HIPAA), and the Payment Card Industry Data Security Standard (PCI DSS), as relevant to the services provided. The Client is responsible for providing any necessary legal guidance or specific compliance requirements related to their industry.
4. Service Fees and Billing
The Client agrees to pay the Service Provider the fees as specified in the SOW. Invoicing will occur on a [e.g., weekly, bi-weekly, monthly] basis, and payment is due within [e.g., 15, 30] days of the invoice date. Late payments may be subject to a late fee as agreed upon in the SOW. All fees are exclusive of any taxes, duties, or other governmental charges, which shall be the responsibility of the Client.
5. Limitation of Liability
The Service Provider's liability under this Agreement shall be limited to the total fees paid by the Client to the Service Provider during the three-month period immediately preceding the event giving rise to the claim. The Service Provider shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits or business interruption, even if advised of the possibility of such damage.
6. Termination
Either party may terminate this Agreement by providing [e.g., 30, 60] days written notice to the other party. Upon termination, the Client shall pay all outstanding fees for services rendered up to the termination date. In the event of a breach of this Agreement, the non- breaching party may terminate the Agreement immediately upon written notice.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Nigeria and the United States of America, without regard to its conflict of law provisions. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in Nigeria and the United States.
8. Entire Agreement
This Agreement, along with any SOWs, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties.