Terms & Conditions
Vertex "Business Solution Hub
- The duration of this Agreement (the “Term”) commences on the date of this Agreement and continues indefinitely until terminated as outlined herein.
- Should either Party decide to terminate this Agreement, they must provide the other Party with 30 days’ written notice.
- If either Party violates a critical term of this Agreement, the non-breaching Party has the right to terminate the Agreement immediately and demand that the breaching Party compensate for any reasonable damages incurred.
- The Parties may also terminate this Agreement at any time by mutual consent.
- Unless stated otherwise in this Agreement, the responsibilities of the Contractor conclude upon the termination of this Agreement.
Services Provided
- The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
a. Provide Customer Service. - The Services will also include any other tasks that the Parties may agree upon. The Contractor hereby agrees to provide such Services to the Client.
Performance
The Parties commit to taking all required actions to guarantee the effective implementation of the terms of this Agreement.
Currency
Unless specified otherwise within this Agreement, all references to monetary amounts shall be in Great British Pounds (GBP).
Clients's Obligation
The Client shall make reasonable efforts to complete Configuration/Provisioning promptly and shall:
- Cooperate with the Contractor on all matters relating to the BPO Services.
- Provide the Contractor with all necessary Customer Materials in a timely manner to facilitate the provision of Services, ensuring their accuracy and completeness.
- Acquire and maintain all requisite licenses and consents, and adhere to all applicable laws to enable the Contractor to deliver the Services effectively.
- Grant the Contractor access to all necessary information (including, but not limited to, data, security access details, and software interfaces from other business applications of the Customer) to facilitate service delivery to the Customers.
- Upon acceptance and approval of this Service Agreement, Vertex, formerly known as Cabcall Outsource, agrees to make commercially reasonable efforts to provide the selected services to the Customer. In return, the Customer agrees to utilize these services in accordance with the terms and conditions outlined in this Service Agreement.
- Acknowledge that call durations are measured from the time of connection to disconnection. The Client must provide the Contractor with sufficient permissions to monitor call timings and recordings. All physical equipment (including computers, telephones, headsets, etc.) remains the property of Vertex, formerly known as Cabcall Outsource. The services provided are exclusively for the use of the Client and authorized agents.
- Understand that breaks are paid and scheduled as follows: a 30-minute break for an eight (8) hour shift, a 40-minute break for a ten (10) hour shift, and a 50-minute break for a twelve (12) hour shift. Operators are required to communicate with the shift supervisor before taking breaks.
Payment
- The Contractor will charge the Client for the Services at the rate of £___ per hour (the “Payment”).
Invoices will be issued to the Client on a monthly basis. - An additional charge of £1 per hour will be applied for covering emergency shifts requested by the Client with less than 24 hours’ notice.
- For Dispatching Services, charges will be separately determined based on the Client’s specific requirements and agreed upon by both the Contractor and the Client.
- All invoices, receipts, and queries should be directed to support@vertexcallcenter.com
- Invoices issued by the Contractor are payable by the specified due date.
- The Client must report any complaints within 48 hours of the incident to support@vertexcallcenter.com
- The Contractor will bear all responsibility for income tax liabilities and National Insurance or equivalent contributions related to the Payment and will indemnify the Client against any such payments that the Client is required to make.
- The Contractor reserves the right to suspend services if payment is not received by the due date.
- The Client will be responsible for all applicable bank charges.
Confidetialy
- Confidential Information” pertains to any data or information related to the Client, encompassing both business and personal details, which could reasonably be viewed as private or proprietary to the Client. This also includes information not widely known to the public, the disclosure of which could foreseeably result in harm to the Client.
- The Contractor commits to maintaining the confidentiality of all such information obtained during the course of this Agreement, and will not disclose, share, or utilize the Confidential Information for any purpose other than as expressly authorized by the Client or as mandated by law. The obligation to keep this information confidential will remain in effect throughout the duration of this Agreement and will continue indefinitely after its termination.
- All information and materials, whether written or oral, provided or disclosed to the Contractor by the Client under this Agreement, are deemed Confidential Information. This applies regardless of whether the information was provided before or after the signing of this Agreement and irrespective of the manner in which it was disclosed.
Ownership of Intellectual Property
- All intellectual property and related materials, including trade secrets, moral rights, goodwill, any relevant registrations, applications for registration, and rights in patents, copyrights, trademarks, trade dress, industrial designs, and trade names (“Intellectual Property”) developed or produced under this Agreement, shall be the exclusive property of the Client. The Client will face no restrictions on the use of this Intellectual Property.
- The Contractor is prohibited from using the Intellectual Property for any purposes beyond those explicitly outlined in this Agreement, unless they obtain written consent from the Client. Additionally, the Contractor will be liable for any damages arising from unauthorized use of the Intellectual Property.
Data Protection Under GDPR
The Contractor and the Client commit to adhering to all obligations concerning data protection and the rights of customers and business contacts (“data subjects”) regarding their personal data, as stipulated under EU Regulation 2016/679, the General Data Protection Regulation (“GDPR”).
Return Of Property
Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity/Independent Contractor
It is expressly agreed that in the provision of Services under this Agreement, the Contractor is acting solely as an independent contractor and not as an employee. Both the Contractor and the Client recognize that this Agreement does not establish a partnership or joint venture between them, but is strictly a contract for service.
Right of Substitution
Unless otherwise stipulated in this Agreement, the Contractor retains the sole discretion to engage a third-party subcontractor to fulfill some or all of the Contractor’s obligations under this Agreement. The Client shall not hire or engage any third parties to assist with the provision of the Services without prior agreement.
Should the Contractor opt to use a subcontractor:
a. The Contractor is responsible for compensating the subcontractor for their services, and the Client remains obligated to pay the Contractor as previously agreed upon in the Compensation terms of this Agreement.
b. For the purposes of the indemnification clause of this Agreement, the subcontractor shall be considered an agent of the Contractor.
Autonomy
Unless specified differently in this Agreement, the Contractor shall retain complete autonomy over working hours, methodologies, and decision-making related to the provision of the Services in accordance with the Agreement. The Contractor will operate independently and not under the direct supervision of the Client. However, the Contractor will remain responsive to the reasonable needs and concerns of the Client to ensure effective service delivery.
Equipment
Unless otherwise specified in this Agreement, the Contractor will supply, at their own expense, all tools, machinery, equipment, raw materials, supplies, workwear, and any other items or parts necessary to perform and deliver the Services in accordance with the Agreement.
No Exclusivity
The Parties acknowledge that this Agreement is non-exclusive. Both Parties are free, both during and after the Term, to engage or contract with third parties for the provision of services similar to those outlined in this Agreement.
Indemnification
Except to the extent that liability is covered under any applicable insurance policies and within the limits allowed by law, each Party agrees to indemnify and hold harmless the other Party, along with its affiliates, officers, agents, employees, and permitted successors and assigns, from and against all claims, losses, damages, liabilities, penalties, punitive damages, expenses, and reasonable legal fees and costs of any kind, which arise from or relate to any act or omission of the indemnifying party, its affiliates, officers, agents, employees, and permitted successors and assigns in connection with this Agreement. This obligation of indemnification will continue even after the termination of this Agreement.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England.
Non-Dealing With Contractor`s Employees
Under this Agreement, the Client is prohibited from directly or indirectly contacting, hiring, or employing any of the Contractor’s employees without obtaining prior written consent from the Contractor. For clarity, this restriction includes any attempts to entice away the Contractor’s employees to work for the Client at any location other than premises owned by the Contractor.
Termination
- Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 1 months’ written notice or at any time in the event that the party violates the terms of this Contract or fails to produce a result that meets the specifications of this Contract.
- Without limiting its other rights or remedies, the Contractor may terminate the Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified to make such payment.