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Sales Desk Solutions LLC Terms & Agreement For Service
These Terms and Conditions constitute an agreement (“Agreement”) between you, your employees, agents, officers, directors and other service users (“you”, “your”, “user”, “subscriber” or “Customer”), and Sales Desk Solutions LLC. (“SDS” “Service Provider”, “us”, “we” or “our”) for virtual telecommunication services, answering services, buyer call center services, and any related products or services (“Services”). This Agreement governs both the Services provided and any assigned toll-free and/or local number account used in connection with the Services.
- ORDERING THE SERVICES:
The term of this Agreement (the “Term”) commences on the date that you sign up for the Services (an “Order”) and accept these Terms and Conditions on our website or any of the salesdesksolutions.com subdomains (our “Site”). By submitting an Order for the Services you are agreeing to be bound, without limitation or qualification, by the terms of this Agreement. After we receive your electronic authorization at sign-up we will send you an email confirming our acceptance of your Order, confirming the specific Services that you have signed up for (your “Service Plan”) and the date on which we will begin to provide you with Services. This Agreement will continue in full force and effect, until terminated by either party pursuant to the terms of Section 6 below.
By accepting our Terms and Conditions, you represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. If you are entering this Agreement on behalf of a partnership, corporation, LLC or other similar business entity, you represent and warrant that you possess the power, authority and capacity to enter into and perform this Agreement, and further that you have taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement.
SDS reserves the right at any time to contact you to re-confirm your Order and the provision of your account in order to avoid fraud. In the event that SDS suspects the placement of a fraudulent Order (even after you have received an email confirmation of acceptance of your order and the provision of your account), we may suspend or terminate your Service Plan. In the event that SDS has reason to suspect an Order has been fraudulently obtained or that your account is being used for fraudulent or illegal activities, SDS may, immediately and it its sole discretion interrupt, suspend, restrict or terminate your account without notice to you.
When you submit an Order for the Services you shall be required to select a Service Plan and to agree to the Base Fee for such Service Plan. You will be charged a minimum rate (the “Base Fee”) for each calendar month (a “Billing Cycle”) depending on the Service Plan you select. Your Base Fee will cover the Services set forth in your Service Plan as well as regulatory and government fees and taxes and surcharges associated with the Services provided under your Service Plan.
In addition to the Base Fee, SDS may also charge “Supplemental Services Fees” for any calls and forms or other Supplemental Services per your Service Plan. A list of Supplemental Services and current rates is accessible from our Site and will be provided when you Order your Services.
You are solely responsible for collecting, filing notice of, and paying any taxes to the proper entities, based on sales, use or other taxes required by your State, county or municipality.
As part of your registration for our Services you are required to either (i) apply for “Credit Terms” with SDS, or (ii) to provide SDS with a valid form of payment, such as your debit card, credit card or banking information so that SDS may collect echecks from your bank account (“Electronic Payments”). All payments to SDS must be made in US Dollars and be drawn from a US bank.
On or about the first business day of each Billing Cycle SDS will provide you with an invoice that reflects your Base Fee for the upcoming Billing Cycle and accrued charges for Supplemental Services including calls and forms responded to from the preceding Billing Cycle (your “Invoice”). Your Invoice is required to be paid within 28 days of the Invoice date. All questions regarding invoices and notice of any disputes must be submitted by email to [email protected] within twenty-eight (28) days after the Invoice date or you will waive any objections.
If the cost of your Supplemental Services in any billing cycle exceed the “Threshold Amount”, you authorize us to immediately invoice you, if pre-approved for “Credit Terms” or to collect an “Electronic Payment” to pay for these Supplemental Services (“Immediate Supplemental Service Payment”). The Threshold Amount is set by SDS and may vary based on your Service Plan, payment history, and usage. You authorize us to collect Immediate Supplemental Service Payments without additional notice or consent.
Time is of the essence for all payments required hereunder. Therefore, if we are unable to collect your Base Fee or Supplemental Service Fee when due as per the terms of this Agreement, you agree to pay us interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the payment due date. Acceptance of late or partial payments (even if marked “Paid in Full”) shall not waive any of our rights to collect the full amount due under this Agreement. If your account is suspended for non-payment, we will require you to pay all past due amounts, all open balances that may not have become “past due” prior to reactivation of your account, and any new charges that may include a prorated Base Fee for the balance of that Billing Cycle and the full Base Fee for the subsequent Billing Cycle.
If using Electronic Payments you agree to advise us or update of any changes to your debit card account, credit card account or echeck account number, billing address, or expiration date. Should an Electronic Payment be declined for any reason, we will attempt to charge it again then your account will be terminated and we will notify you of such termination by email or by telephone. Notwithstanding the previous section, if your Electronic Payment is declined for a charge within 90 days of the date you opened your account, your account will be canceled immediately and the phone number on your account may be unavailable until your account is reactivated. Accounts will be terminated if we are not able to confirm an order by phone and do not receive any replies from the account holder.
The very nature of the Services we provide requires our staff to receive, store, relay and monitor telephone and electronic communications on your behalf, and maintain records relating to your account and transactions (“Your Information”). We realize that keeping this information confidential is an important part of the Services we provide to you. We release and share this information as follows:
- to our employees, subcontractors, and Vendors to the extent necessary for the purpose of performing the Services, provided that each such employee and subcontractor is subject to an agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth
- We release Your Information to you and to those you designated as per the terms of your Service Plan.
- If necessary and to the extent required by law, we will release Your Information to law enforcement agencies and other governmental regulatory bodies. We will promptly notify you of such a release as permitted by law.
- If necessary and to the extent required by law, we will release Your Information in response to subpoenas, court orders and other similar legal requirements. We will promptly notify you if we are required to disclose information for this purpose.
SDS shall not be obligated to maintain or keep original or copies of your documents, data or messages for longer than 85 days. Voice and Call Recordings will be kept for a minimum of 10 days.
- SDS INTELLECTUAL PROPERTY
All materials (“Materials”) and content (“Content”) on the Site are provided by and owned by SDS unless indicated otherwise. All intellectual property rights in the Materials, Contents and Services (including copyrights, trademarks, service marks, trade secrets and patents) are the property of SDS. SDS retains all copyrights in the individual pages on the Site, and their components, and collective works (“Works”) available at the Site. You agree not to use the Materials, Content, Services and your Account for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or damages our property. The Materials and Services are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, republished, uploaded, posted, transmitted, performed, or distributed in any way, without SDS’s prior written permission. Trademarks and copyrights, including the SDS logo, are the property of SDS. All other names and trademarks are the property of their respective holders.
You are authorized to download one copy of the Materials and/or Content found on this Site for use with the Services and/or Accounts. This is a license, not a transfer of title, and is subject to the restrictions hereunder. Unless you receive prior written consent from us and unless you receive any required regulatory approvals, you may not: (a) modify the Materials, Content, Services or Accounts or use them for any commercial purpose or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble the software, Materials, Content, Services or Accounts; (c) remove any copyright or other proprietary notices from the Materials, Content, Services or Accounts; (d) unless otherwise provided herein, transfer or resell the Materials, Content, Services or your Account to another person. You agree to prevent any unauthorized copying of the Materials, Content, Services and Accounts. Upon expiration or termination of this Agreement you shall immediately destroy any copies of the Material, Content and Works in your possession.
- TERMINATION OF THE AGREEMENT
You may terminate this Agreement at any time, with or without cause, upon submission of a written notice of termination (a “Termination Notice”) to [email protected] at least two weeks prior to the effective date of termination. Any attempt by You to cancel, reduce service hours or terminate this Agreement without at least two weeks advance notice may result in a “Termination Fee” equal to two weeks of Services.
SDS may terminate this Agreement at any time, with or without cause, upon submission of a Termination Notice to you at least two weeks prior to the effective date of termination. Notwithstanding the foregoing, in the event of a material default by you under the terms of this Agreement, SDS may, in our sole discretion and with or without prior notice, restrict or terminate Services and/or terminate this Agreement, in addition to all other remedies available to us. A material default shall include, but not be limited to, any of the following: (i) if you fail to pay any amount owed to us after the due date, (ii) if you have in the past failed to pay amounts due us or an affiliate of ours, (iii) if you breach any representation to us or fail to perform any of the promises you have made in this Agreement, or (iv) if you are subject to any proceeding under the Bankruptcy Act or similar laws.
Upon termination of this Agreement and/or your Services, your right to use the Services immediately ceases. You shall have no right and we will have no obligation thereafter to forward any unread or unsent messages to you or any third party. We may require reactivation charges to renew Services after termination or suspension. Upon termination, you are responsible for paying all amounts and charges owing under this Agreement.
- WARRANTY DISCLOSURE
SDS takes pride in the services we provide our customers. However the inherent challenges in interpersonal verbal, oral and other communication, including but not limited to poor telephonic connections, language barriers, differences in speech dialects, hearing and speech impediments make it impossible to guarantee that all messages that we receive will be perfectly transmitted to you and otherwise limit the effectiveness of the Services. In light of these challenges we make absolutely no warranties regarding the services we provide. SDS human or technical errors may impact your business, messages may not be accurately transmitted, information relayed may not be accurate or timely.
SDS also makes no representations or warranties that your access to and use of the Site, Materials, Content, Services and accounts (i) will be uninterrupted or error free; (ii) is free of viruses, unauthorized code, or other harmful components; (iii) is secure; or (iv) will meet your satisfaction. You are responsible for taking all precautions you believe necessary or advisable to protect you against any claim, damage, loss or hazard that may arise by virtue of your use of the site, materials, content, services and account.
By accepting these Terms and entering into this Agreement you understand that SDS is not responsible to you for any damage or loss that you suffer arising out of a failure of SDS’s services. THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS ARE PROVIDED “AS IS.” WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by SDS, your sole remedy for such reliance is against the third person making such representation or warranty. By accepting these terms and conditions you are acknowledging that you have read this WARRANTY DISCLOSURE and that you agree to its terms and conditions.
- LIMITATION OF LIABILITY.
In no event shall SDS, its parents, subsidiaries, affiliates and their respective members, managers, directors, officers, employees, stockholders, agents and any underlying carrier be liable for any damages, including but not limited to direct, compensatory, indirect, incidental, consequential, special, exemplary or punitive damages (including, without limitation, damages for loss of profits, business interruption, loss of information) arising out of or relating to (i) your inability to use the Materials, Content, Services or accounts; (ii) your misuse of the Materials, Content, Services or accounts; (iii) non performance or a failure of the services caused by acts or omissions of another service provider, (iv) equipment or software failure or modification; (v) telecommunications or computer equipment failures, or (vi) acts of God, or other causes beyond our reasonable control. The foregoing shall apply even if SDS has been advised of the possibility of such damages.
in no event shall SDS, its parents, subsidiaries, affiliates and their respective members, managers, directors, officers, employees, stockholders, agents and any underlying carrier be liable for injuries to persons or property arising from the use of the services, or any equipment used in connection with the services.
If, notwithstanding the other terms of this Agreement, SDS should have any liability to you or any third party for any loss, harm or damage, you and SDS agree that in no event shall liability of SDS to you for any reason exceed our service charges during the affected period giving rise to such liability. You and SDS agree that this Section 8 of the Agreement, “LIMITATION OF LIABILITY”, is an agreed allocation of risk between you and SDS. You acknowledge that, absent your agreement to this limitation of liability, SDS would not provide the Site, Materials, Content, Services, or accounts to you. This limitation of liability shall apply to the fullest extent permitted by law and shall survive termination of this Agreement. By accepting these terms and conditions you are acknowledging that you have read this limitation of liability section and that you agree to its terms and conditions.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS SDS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (A) YOUR USE OF THE SERVICES, (B) ANY OTHER PERSON’S USE OF ANY ACCOUNT OR PIN YOU MAINTAIN, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY YOU, OR (C) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, YOU SHALL NOT BE LIABLE FOR CLAIMS, EXPENSES OR DAMAGES ARISING FROM THE INTENTIONAL OR GROSSLY NEGLIGENT ACTS OF SDS OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR REPRESENTATIVES. THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT. By accepting these terms and conditions you are acknowledging that you have read this INDEMNITY provision and that you agree to its terms and conditions.
- Force Majeure
In the event of a Force Majeure event, including but not limited to an act or acts of God, acts of the public enemy, acts or omissions of other parties (including litigation by third parties), flood, fire, epidemics, quarantine restrictions, embargoes, earthquake, explosion, the elements, unusually severe weather, or other casualty, war, terrorism, blockade, security problems, insurrections, riots, mob violence or civil disturbance, acts of the Federal government, acts of other parties, inability to procure or a general shortage of labor, equipment or facilities, energy, freight, materials or supplies in the open market, failure of transportation, strikes, walkouts, boycotts, picketing, slowdowns, work stoppages or other labor actions, or delays due to any of the foregoing such causes, and actions or inactions by any Federal, State or Governmental Body with respect to the Service or Material, both you and SDS are excused from our obligations under this Agreement, except for the obligation to pay money.
Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered, mailed by first-class mail, postage prepaid or sent by facsimile or electronic mail, addressed, (a) if to you, at the address as kept in our files or at such other address as you shall have furnished to us in writing, or (b) if to us at [email protected] Your notice must specify your Name and Account Number. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (ii) if sent by facsimile, when sent and receipt is telephonically confirmed or (iii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above. Oral notices shall be deemed effective on the date reflected in our records.
- Dispute Resolution
If you have a problem with our service or have a dispute with us we ask you to contact us immediately. We take pride in providing excellent customer service. By accepting these terms and conditions you agree that you must contact us in a good faith attempt to resolve any dispute before advising your bank or card company of a dispute or disagreement regarding a bill. You agree that you will promptly bring any dispute or problem to our attention within twenty eight (28) days of the problem or issue occurring. You agree that if you fail to bring any problem or dispute to our attention within twenty eight (28) days, you waive the right to bring a dispute or complaint through your credit card company, bank or other electronic payment source.
- Governing Law and Venue
You Agree that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. You and SDS agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a Massachusetts court with jurisdiction sitting in Hampshire County, Massachusetts, United States of America. You and SDS each waive any objection you or SDS may have now or hereafter to the laying of the venue of any such suit, action or proceeding, and irrevocably submit to the jurisdiction of any such court in any such suit, action or proceeding. You hereby waive your right to have a trial by jury.
- Continued Use & Personal Liability.
You agree that these terms and conditions shall apply retroactively to the time you first used any SDS Service. You personally agree to pay all fees and costs to SDS, billed or incurred for the provided Services, interest thereon, collections costs, attorney fees, equipment leases, setup fees, account maintenance fees and/or deposits, upon receipt of a statement or invoice.
Prior or subsequent writings, waivers, notices and oral agreements between you and SDS shall not operate to change or void these provisions, even if they state or could be construed otherwise, unless in writing signed by a duly authorized SDS officer. Employees of SDS have no authority to bind SDS or to execute any such writings. Without limiting the foregoing notations on checks and other payments shall have no legal force and effect. Any conflict between these terms and conditions and any other writings shall be resolved in favor of the terms and conditions herein set forth. Waiver of any of these terms and conditions by SDS in any one or more instances or occasions shall not operate or be construed as a waiver on any subsequent instance or occasion. Further, in the event any word, phrase, sentence, paragraph, provision or sub part of this agreement is unenforceable or void as a matter of law, this shall not affect the other provisions herein stated.
SDS reserves the right, at any time, to change, modify or amend these Terms and Conditions, your Service Plan or the Rate Schedule (an “Amendment”). Our Terms and Conditions, Service Plans and Rate Schedule are always available for you to review on our Site by visiting https://salesdesksolutions.com/. If you do not agree to the terms of the Amendment you may terminate this Agreement by giving us written notice within 15 days. If you continue to use SDS services after the 15 days you are accepting the terms of the Amendment and agree that your Service Plan shall be subject to the terms of the Amendment. We reserve the right to assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of SDS to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement.