TERMS OF AGREEMENT

1. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.

3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.

4. This Agreement may be terminated at any time by mutual agreement of the Parties.

5. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

SERVICES PROVIDED

6. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
a. Provide Customer Service.

7. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

PERFORMANCE  

a. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

b. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.

CLIENT’S OBLIGATIONS

8. The Client shall:

a. Use reasonable endeavors to complete Configuration/Provisioning in a timely manner

b. Co-operate with The Contractor in all matters relating to the Call Centre Service;

c. Provide to The Contractor in a timely manner all Customer Materials required in order for The Contractor to provide the Services and ensure that they are accurate and complete;

9. Obtain and maintain all necessary licenses and consents and comply with all relevant legislation as required to enable The Contractor to provide the Services;

10. Allow and provide The Contractor access to such information as The Contractor may reasonably require (including without limitation data, security access information and software interfaces of other business software application of the Customer) to provide a delivery service to the Customers; and

11. Upon acceptance and approval of this Service Agreement c2o formerly known as Cabcall outsource agrees to make commercially responsible efforts to provide the services to customer that they have selected, and customer agrees to use those services, in accordance with the terms and conditions of this Service Agreement.

12. Shall accept that calls are measured from connect time to disconnect time, the client must provide The Contractor with adequate permissions to monitor call timings and call recordings. All physical (Computers, telephones, headsets etc.) equipment remains the property of c2o formerly known as Cabcall Outsource. Services provided are only for use by the client and authorized agents.

13. Accept that breaks are paid for and are worked out, eight (8) hour shift 30 mins break, ten (10) hour shift 40 mins break and a twelve (12) hour shift a 50 mins break.

• Operators will communicate with the shift supervisor before going on break.

PAYMENT

14. The Contractor will charge the Client for the Services at the rate of £ ___/ hour (the “Payment”).

15. The Client will be invoiced every month.

16. The Client will be charged an extra £ 1 / hour for covering an emergency shift if it is requested in less than 24 hours by the Client.

17. In case of Dispatching Services, the Client shall be charged separately according to the requirement of the Client and as agreed by the Contractor & the Client.

18. All invoices, receipts, queries to be addressed to support@c2o.net

19. Invoices submitted by the Contractor to the Client are to be paid by the due date.

20. The Client will report all the complaints within 48 hours of the incident to support@c2o.net

21. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

22. The Contractor reserves the right to suspend the services in case of non-payment of dues by the due date.

23. The Client will be responsible for the payment of all bank charges.

CONFIDENTIALITY

24. Confidential information (the “Confidential Information”) refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

25. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

26. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

27. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

28. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

DATA PROTECTION UNDER GDPR (GENERAL DATA PROTECTION REGULATION)

29. The Contractor & the Client agree to follow all the obligations regarding data protection and the rights of customers, business contacts (“data subjects”) in respect of their personal data under EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

RETURN OF PROPERTY

30. 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

31. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

32. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

33. In the event that the Contractor hires a sub-contractor:

a. the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.

b. for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY

34. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

35. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, work wear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

36. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

37. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

38. Client’s address: _____________________________

39. Contractor’s address: c2o SMC Pvt Ltd (formerly known as Cabcall Outsource SMC Pvt Ltd), 247 Plaza, Street 9, Block C, Soan Avenue, Soan Gardens, Islamabad, Pakistan

INDEMNIFICATION

40. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

GOVERNING LAW

41. This Agreement will be governed by and construed in accordance with the laws of England.

NON-DEALING WITH CONTRACTOR’S EMPLOYEES

42. Under this Agreement the Client shall not contact/ hire/ employ either directly or indirectly the Contractor’s employees without the prior written consent of the Contractor. For the avoidance of doubt this includes the enticement away of contractor’s employees to work for the client elsewhere other than at a premises owned by the contractor.

TERMINATION

43. 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.
44. 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.