By accessing or using our services, you agree to comply with Top-Tier Answering Solutions’ terms and conditions. These terms govern your use of our website and services, including client responsibilities, limitations of liability, and acceptable use. Continued use constitutes acceptance of the full terms detailed below.
SERVICES
Service Provider shall provide to Customer the services (the "Services") set out in the service agreement Provider shall provide the Services in accordance with the terms and subject to the conditions set forth in this Agreement.
SERVICE PROVIDER REPORTS
At least monthly, Service Provider shall provide Customer with a report, listing, among other items, the call volume since the date of the previous statement, and such other information as Customer may reasonably request and accept by Service Provider.
ACCOUNT CREDENTIALS AND SECURITY
3.1 Credentials. Upon enrolment if you require access to our system, you will receive a username and password (collectively, “Credentials”). You are responsible for safeguarding your Credentials and for all activity under your account. We may treat anyone using your Credentials as an authorized user.
3.2 Third-Party Integrations. If you choose to link other applications or services to your account, you authorize us to access and use those linked credentials to perform the services.
PERMISSION AND DATA HANDLING
To deliver the Services, you grant us permission to:
Route incoming calls to the phone numbers you designate;
Create and store transcripts or recordings of messages;
Send message content and related alerts to your provided email or phone numbers;
Collect, retain, and use any information you supply in connection with the Services;
Record interactions when you or your callers engage with the Services;
Contact you via the contact details you provided;
Take any other reasonable actions needed to perform the Services.
You are responsible for obtaining any consents required from your employees, agents, or third parties, to permit us to perform these actions.
FEES AND EXPENSES
For the Services to be performed hereunder, Customer shall pay to Service Provider the fees set out in Service Provider's fee schedule attached hereto as Exhibit A (the "Fee") within thirty (30) days of the date of Service Provider's invoice, but in no event more than thirty (30) days after the end of each month during the Term of this Agreement. Customer shall be responsible for all goods and services, harmonized sale, sales, service, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, provincial, territorial, or local governmental entity or regulatory authority on any amounts payable by Customer hereunder; provided that in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, Service Provider's income, revenues, gross receipts, personnel, or real or personal property, or other assets. Except for invoiced payments that the Customer has successfully disputed, all late payments shall bear interest at the lesser of the rate of twelve percent (12%) per annum or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall also reimburse Service Provider for all reasonable costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to all other remedies available under this Agreement or at law (which Service Provider does not waive by the exercise of any rights hereunder), Service Provider shall be entitled to suspend the provision of any Services if Customer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof.
CONFIDENTIALITY
From time to time during the Term of this Agreement, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party"), non-public, proprietary, and confidential information of the Disclosing Party ("Confidential Information"); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party's breach of this 4; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Group (as defined herein) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy. For purposes of this 4 only, Receiving Party's Group shall mean the Receiving Party's employees, officers, directors, managers, agents, independent contractors, service providers, subcontractors, lawyers, accountants, and financial advisors.
TERM
This Agreement shall commence as of the Effective Date and shall continue for an initial period of one (1) year (the "Initial Term"). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each a "Renewal Term" and together with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, or unless sooner terminated pursuant to Section 6. The terms and conditions of this Agreement during any Renewal Term shall remain the same as those in effect immediately prior to such renewal, subject to any updates to the Service Provider’s fee schedule. If timely notice of non-renewal is provided by either Party, this Agreement shall terminate at the end of the then-current Term unless earlier terminated as provided in Section 6.
TERMINATION
6.1 Either Party, in its sole discretion, may terminate this Agreement at any time, without cause, by providing at least thirty (30) days' prior written notice to the other Party.
6.2 Either party may terminate this Agreement, effective upon written notice to the other party (the "Defaulting Party"), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within ten (10) days after receipt of written notice of such breach; (b) becomes insolvent or admits its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e) makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Notwithstanding anything to the contrary in this section, Service Provider may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder (a) and such failure continues for ten (10) days after Service Provider's written notice to Customer of non-payment.
6.3 Following the expiration or termination of this Agreement, Service Provider shall promptly invoice Customer for any outstanding Fees and amounts due and owing under this Agreement, and Customer shall pay all such Fees and amounts to Service Provider in accordance with the payment terms set forth in Section 3.
INDEPENDENT CONTRACTOR
The details of the method and manner for performance of the Services by Service Provider shall be under its own control, Customer being interested only in the results thereof. The Service Provider shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Services. Service Provider is for all purposes hereunder an independent contractor and in no event will Service Provider be considered an agent or employee of Customer or any of its subsidiaries or affiliates for any purpose.
LIMITED WARRANTY
Service Provider warrants that it shall perform the Services: (a) using personnel of commercially reasonable skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services. SERVICE PROVIDER (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREE AND CLEAR TITLE. Service Provider's sole and exclusive liability and Customer's sole and exclusive remedy for breach of the limited warranty set out in this Section shall be for Service Provider to use commercially reasonable efforts to cure any such breach. If Service Provider cannot cure the breach in compliance with the warranty set forth above within a reasonable time (but no more than thirty (30) days) after Customer's written notice of such breach, Customer may, at its option, terminate the Agreement by serving written notice of termination. Service Provider shall within thirty (30) days after the effective date of such termination, refund to Customer a portion of the fees previously paid by Customer as of the date of termination corresponding to the defective Services
LIMITATION OF LIABILITY
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER IN THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
MISCELLANEOUS
10.1 Further Assurances: Each of the parties hereto shall use commercially reasonable efforts to, from time to time at the request and sole expense of the other party, furnish the other party such further information or assurances, execute and deliver such additional documents, instruments, and conveyances, and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.
CONTACT US
If you have any questions or concerns about our Terms and Condtions, please email us at [email protected]. We’re here to help and welcome your feedback.
