Next-gen BPO:
Offshore
Outsourcing &
AI Solutions Provider
Offshore
Outsourcing &
AI Solutions Provider
Next-gen BPO:
Offshore Outsourcing &
AI Solutions Provider
Offshore Outsourcing &
AI Solutions Provider
Next-gen BPO: Offshore Outsourcing & AI Solutions Provider
Next-gen BPO:
Offshore Outsourcing & AI Solutions Provider
Offshore Outsourcing & AI Solutions Provider
Empower Your BPO with AI-Driven Efficiency
Service agreement
1. DEFINITIONS
2. STRUCTURE OF AGREEMENT
2.1 Master Agreement Framework
2.2 Statements of Work and Ordering Procedure
2.3 No-Minimum-Term Commitment
2.4 Order of Precedence
2.5 Change Order Process
2.6 Document Survival and Integration
3. SCOPE OF SERVICES
3.1 Service Catalogue
3.2 Client Representation
3.3 Excluded Services
3.4 Service Modifications
3.5 Relationship to Statements of Work
4. SERVICE LEVELS AND PERFORMANCE MANAGEMENT
4.1 Hours Worked Plan (Primary KPI)
4.2 Project-Specific KPIs
4.3 Monitoring and Reporting
4.4 Service Level Review
5. STATEMENTS OF WORK
5.1 Form and Content
5.2 Issuance and Acceptance
5.3 Change Orders
5.4 Hierarchy
5.5 Independent Effect
5.6 Amendments and Waivers
6. TERM AND TERMINATION
6.1 Commencement and Duration
6.2 Termination for Convenience
6.3 Effect of Termination
6.4 No Early-Exit Fees
7. PERSONNEL & STAFFING
7.1 Recruitment and Candidate Approval
7.2 Reserve Staffing
7.3 Administrative Support Ratios
7.4 Replacement of Personnel
7.5 Training
7.6 Non-Solicitation of Personnel
8. WORKING CONDITIONS
8.1 Working Hours and Schedules
8.2 Idle-Time Billing
8.3 Holidays
8.4 Paid Time Off and Sick Leave
8.5 Schedule Adjustments and Overtime
9. TECHNOLOGY, SECURITY AND COMPLIANCE
9.1 Client-Provided Technology Stack
9.2 Contractor Facilities and Equipment
9.3 Compliance Standards
9.4 Data Protection and Breach Responsibility
9.5 System Access and Audit Rights
10. REPORTING AND AUDIT
10.1 Time Tracking and Client Portal
10.2 Regular Time Reconciliation
10.3 Bi-Monthly Operational Reports and Invoices
10.4 Invoice Disputes
10.5 Document and Log Retention
10.6 Continuous Improvement of Reporting
11. COMMERCIAL TERMS
11.1 Fee Structure and Base Hourly Rates
11.2 Annual Price Adjustment
11.3 Deposit
11.4 Invoicing and Payment
11.5 Late-Payment Penalties
11.6 Taxes
12. LIMITATION OF LIABILITY
12.1 Aggregate Cap
12.2 Exclusion of Certain Damages
12.3 Carve-outs from Cap and Exclusions
12.4 Multiple Claims
12.5 Exclusive Remedies
13. INDEMNIFICATION
13.1 Indemnification by Contractor
13.2 Indemnification by Client
14. FORCE MAJEURE
15. NON-CIRCUMVENTION
15.1 Restriction on Engaging Competing BPO Providers
15.2 Rationale
15.3 Liquidated Damages
15.4 Survival
16. AUTHORIZED SERVICE PARTNERS
17. NOTICES
17.1 Form of Notice
17.2 Notice Address
17.3 Deemed Receipt
17.4 Routine Operational E-mails
18. COUNTERPARTS AND ELECTRONIC SIGNATURES
18.1 Execution in Counterparts
18.2 Equivalence of Electronic Signatures
18.3 Delivery of Signature Pages
18.4 Effective Date of Execution
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 Governing Law
19.2 Good-Faith Consultation
19.3 Venue
19.4 Interim Relief
20. MISCELLANEOUS
20.1 Independent Contractor
20.2 Third-Party Beneficiaries
20.3 Further Assurances
20.4 Costs and Expenses
20.5 Headings; Interpretation
20.6 Severability
20.7 Cumulative Rights
20.8 Publicity
20.9 Language
20.10 Execution; Effective Date
2. Structure of Agreement
2.1 Master Agreement Framework This Agreement sets out the baseline legal and commercial terms governing every engagement between the Parties; individual projects will be documented in separate Statements of Work ("SOWs") that incorporate and supplement—but do not replace—these terms
2.2 Statements of Work and Ordering Procedure
2.4 Order of Precedence If a conflict arises among the contractual documents, the following hierarchy shall apply (highest to lowest):
3. Scope of Services
3.1 Service Catalogue
3.1.1 Core BPO Services. Contractor shall provide business-process-outsourcing services that may include, without limitation: customer support (voice, e-mail, chat), inside sales and lead generation, back-office data processing, content moderation, IT help-desk, and related supervisory or quality-assurance functions ("Services").
3.1.2 Administrative Support. Contractor shall provide administrative support personnel at no additional charge as detailed in Article 7.3.
3.1.3 Reserve Agents. Contractor shall maintain a pool of trained Reserve Agents at no additional cost to Client as detailed in Article 7.2.
3.2 Client Representation
3.2.1 Customer-Facing Representation. When interacting with Client's customers, Contractor's personnel shall identify themselves as representatives of Client's organization and shall not disclose Contractor's corporate identity unless specifically instructed by Client.
3.2.2 Brand Compliance. Contractor shall follow any brand guidelines, scripts, quality standards, or communication protocols supplied by Client.
3.2.3 Professional Standards. Contractor warrants that all personnel will maintain professional demeanor and adhere to Client's customer service standards when representing Client to its customers.
3.2.4 Non-Solicitation of Personnel. Client shall not directly or indirectly solicit, recruit, hire, or engage any Contractor personnel who have provided Services under this Agreement, during the Term and for twelve (12) months thereafter, without Contractor's prior written consent (see Clause 7.6 for detailed provisions).
3.3 Excluded Services
3.3.1 The following activities are expressly excluded from the scope of this Agreement unless added via a Change Order and priced in an SOW: strategic consulting, software-development projects, licensed software resell, third-party hardware procurement, and any services governed by regulatory regimes for which Contractor lacks the necessary licences (e.g., medical advice, legal representation, financial advisory).
3.3.2 Contractor may decline, upon written notice, any task that (i) violates applicable law, (ii) conflicts with Contractor's compliance certifications, or (iii) materially differs from the Services definition above. In such event, the Parties shall follow the Change-Order process in Article 2.5 to redefine scope or allocate the work elsewhere.
3.4 Service Modifications 3.4.1 Increase in Headcount (a) The Client may request an increase in team size at any time by written (e-mail) notice. (b) Within five (5) Business Days, the Contractor shall acknowledge the request and provide either (i) a recruitment and training timetable or (ii) written notice of inability to fulfill the request. (c) Deployment of additional personnel shall follow the standard recruitment and training timelines set out in the applicable SOW or as otherwise agreed in a Change Order.
3.4.2 Reduction in Headcount (a) The Client may reduce the number of active FTEs by giving the Contractor thirty (30) calendar days' prior written notice. (b) During that notice period, the Client shall pay for Services based on the original headcount in full, regardless of actual hours worked. (c) Upon expiry of the notice period, the reduced headcount takes effect and is recorded in a Change Order or updated SOW.
3.4.3 Documentation of Changes All adjustments under Clauses 3.4.1 and 3.4.2 must be formalised in a written Change Order (or new SOW) signed by both Parties before the revised headcount becomes operative.
3.5 Relationship to Statements of Work 3.5.1 This Article provides a general description of Services; each SOW will set forth the specific mix of tasks, headcount, Hours-Worked Plan, KPIs, start dates and pricing applicable to an individual project. In case of conflict, the SOW prevails for that project, pursuant to the order-of-precedence Clause 2.4.
4. Service Levels and Performance Management
4.1 Hours Worked Plan (Primary KPI)
4.1.1 Definition. For each Statement of Work ("SOW") the Parties shall agree the total billable hours per Agent or team for every billing cycle ("Hours Worked Plan"). Time is recorded through Contractor's designated time-tracking system and is conclusive absent manifest error.
4.1.2 Contractor shall endeavor to achieve one hundred percent (100 %) of the committed Hours Worked Plan in each billing cycle; this target represents the mutual agreement between the Parties.
4.1.3 Payment. The Client shall pay for (a) all actual hours worked and verified by primary and Reserve Agents within the committed Hours-Worked Plan and (b) any Authorised Overtime. Hours worked outside the Plan that are not Authorised Overtime are non-billable and remain at the Contractor's expense.
4.2 Project-Specific KPIs
4.2.1 Any additional Key Performance Indicators (e.g., average handling time, customer-satisfaction score, sales-conversion rate) apply only if expressly set out in the relevant SOW.
4.2.2 Where such KPIs are defined, the SOW shall also specify any remedies or consequences applicable to their non-achievement.
4.3 Monitoring and Reporting
4.3.1 Bi-Monthly Reporting and Billing Cycle. (a) On the 16th of each month (or next Business Day), Contractor shall provide a report of hours worked for the period of 1st through 15th and issue an invoice. Client shall pay within five (5) Business Days of invoice receipt. (b) Within three (3) Business Days after month-end, Contractor shall provide a report of hours worked for the period of 16th through month-end and issue an invoice. Client shall pay within five (5) Business Days of invoice receipt.
4.4 Service Level Review
The Parties shall review the service levels at least annually, or more frequently upon mutual agreement. Any revisions become effective only when documented in a duly executed Change Order in accordance with Clause 2.5.
5. Statements of Work
5.1 Form and Content
5.1.1 Every Statement of Work ("SOW") shall be issued on the template attached as Schedule A or another form agreed in writing.
5.1.2 At a minimum, each SOW must specify:
(a) project name and effective date;
(b) detailed description of the Services;
(c) headcount, including any Reserve Agents and required Administrative Personnel;
(d) Hours-Worked Plan and, if applicable, additional KPIs and service-credit formulae;
(e) project schedule, including target go-live date;
(f) fees, Deposit amount, billing currency and schedule;
(g) technology stack and access requirements;
(h) compliance or security obligations unique to the project;
(i) names and contact details of the Parties' project managers.
5.2 Issuance and Acceptance
5.2.1 Either Party may transmit a draft SOW to the other Party by e-mail. The receiving Party shall, within ten (10) Business Days, confirm acceptance or propose revisions.
5.2.2 An SOW becomes binding when (a) the Parties exchange written acceptance via e-mail and (b) the document is executed by both authorised signatories, including by electronic signature.
5.3 Change Orders
Any modification to an active SOW—whether scope, staffing, fees, KPIs or timeline—must be documented in a Change Order signed (or e-signed) by both Parties before implementation. A Change Order forms part of, and is governed by, the underlying SOW and this Agreement.
5.4 Hierarchy
If a provision of an SOW conflicts with this Agreement, the SOW prevails solely for that project; all other provisions of this Agreement remain in force.
5.5 Independent Effect
Termination or expiry of an individual SOW shall not, by itself, terminate this Agreement or any other SOW then in effect, unless expressly stated otherwise.
5.6 Amendments and Waivers
Any amendment or waiver of this Agreement or any SOW is valid only if set out in a written instrument signed by both Parties. No failure or delay in enforcing any provision shall be deemed a waiver of that provision or of any other right.
6. Term and Termination
6.1 Commencement and Duration
This Agreement commences on the Effective Date and continues until terminated in accordance with this Article (the "Term"). The Agreement shall automatically terminate upon the earlier of:
(a) thirty (30) days' written notice by either Party under Section 6.2; or
(b) thirty (30) calendar days after the termination or expiration of all active Statements of Work.
6.2 Termination for Convenience
Either Party may terminate this Agreement, or any individual SOW, for its convenience and without cause by giving the other Party thirty (30) days' prior written notice. During the notice period the Parties shall continue to perform all obligations in good faith and cooperate on an orderly wind-down or transition.
6.3 Effect of Termination
6.3.1 Within ten (10) Business Days after the effective date of termination, the Contractor shall issue a final invoice for all Services rendered up to that date. The Deposit already held by the Contractor shall be (a) applied against the final invoice and any late-payment penalties, and (b) any remaining balance returned to the Client, except where the Deposit is forfeited under Article 11.
6.3.2 Return and deletion of data. Promptly, and in any event within thirty (30) days after termination, Contractor shall (i) return to Client, in a machine-readable format, all Client Data and (ii) permanently delete or destroy all copies in its possession or control (including those held by permitted sub-processors, if any) and provide written certification of such deletion.
6.3.3 Transition assistance. Upon Client's written request, Contractor may agree to provide transition Services for a mutually agreed period (not exceeding sixty (60) days) on a time-and-materials basis at the rates then in effect. Such transition services shall be subject to advance payment terms to be agreed between the Parties.
6.3.4 Survival. Any provisions that by their nature are intended to survive termination—including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, Indemnification and Non-Solicitation—shall remain in full force and effect.
6.3.5 Automatic Termination Date. When this Agreement terminates automatically under Section 6.1(b), the effective date of termination shall be the thirtieth (30th) day following the termination or expiration of the last active SOW. All post-termination obligations, including those in Articles 7.6 (Non-Solicitation) and 15 (Non-Circumvention), shall commence from such automatic termination date.
6.4 No Early-Exit Fees
Except for application of the Deposit as provided above, neither Party shall owe early-termination penalties or liquidated damages when exercising its rights under Clauses 6.2 or 6.3.
7. Personnel & Staffing
7.1 Recruitment and Candidate Approval
7.1.1 Contractor shall source candidates meeting the qualifications set out in the relevant SOW. All shortlisted candidates must pass Client's on-line language and skills assessment and any mini-training described in Clause 7.5.1.
7.1.2 No candidate may start core project training until approved by Client in writing (e-mail). When rejecting a candidate, Client shall provide the reason for rejection to enable Contractor to adjust its recruitment criteria accordingly.
7.2 Reserve Staffing
7.2.1 During candidate sourcing and training, Contractor shall maintain at its own cost a pool of Reserve Agents equal to the percentage specified in the relevant SOW (within the range of twenty percent (20%) to fifty percent (50%) of the requested headcount). Hours worked by such Reserve Agents may be applied toward satisfying the Hours-Worked Plan under Clause 4.1.
7.2.2 After go-live, Contractor shall provide, free of charge, (a) reserve capacity equal to twenty percent (20%) of the active team for the first calendar month and (b) ten percent (10%) for each subsequent month. Reserves must complete the same training as production Agents and remain deployment-ready. Hours worked by such Reserve Agents may be applied toward satisfying the Hours-Worked Plan under Clause 4.1; any hours beyond that Plan are non-billable and at the Contractor's expense.
7.3 Administrative Support Ratios
7.3.1 The Contractor shall provide, at no additional charge: one (1) Team Lead for the first ten (10) FTEs of each project; a second Team Lead once twenty-five (25) FTEs are reached; and one (1) additional Team Lead for every further block of fifteen (15) FTEs thereafter.
7.3.2 Administrative Personnel are included in the hourly rates unless otherwise priced in the SOW.
7.4 Replacement of Personnel
7.4.1 Contractor shall replace any Agent or Administrative Personnel within seven (7) calendar days of Client's written request, regardless of reason. Replacement staff must meet all original qualification and training standards.
7.5 Training
7.5.1 Pre-screen mini-training consists of: (a) a one-hour on-site online assessment; and (b) a two- to three-day preparatory e-learning course on the Client's platform. This mini-training is provided free of charge as part of the recruitment process.
7.5.2 Core Project Training. Client shall provide the trainer and training platform. Client shall pay for all core training hours; such hours count as billable.
7.6 Non-Solicitation of Personnel
7.6.1 During the Term and for twelve (12) months thereafter, neither Party shall solicit for employment or hire any employee or contractor of the other Party who became known through the performance of this Agreement, without the other Party's prior written consent.
7.6.2 In the event of a breach of Clause 7.6.1, the hiring Party shall pay the other Party liquidated damages equal to three (3) months of the employee's total compensation (salary plus regular allowances), recognising that the actual loss would be difficult to ascertain with precision.
8. Working Conditions
8.1 Working Hours and Schedules
8.1.1 The working hours, shift patterns, rest-break requirements and any multi-time-zone coverage obligations for a project shall be stated in the relevant Statement of Work ("SOW").
8.1.2 Contractor shall staff each project so that the committed Hours-Worked Plan is achieved irrespective of local public holidays or other non-working days in Contractor's jurisdiction, unless the SOW expressly provides otherwise.
8.1.3 Any changes to the agreed schedule (including reductions or extensions of daily or weekly coverage) must be requested by Client in writing and documented in a Change Order before implementation.
8.2 Idle-Time Billing
If the Services relate to customer support or other always-on coverage, the Parties agree that time spent by Agents waiting for tasks (idle time) is deemed productive and billable, provided the Agents are logged-in, available and complying with Client's readiness standards. Idle-time billing terms for other project types, if any, shall be specified in the applicable SOW.
8.3 Holidays
Unless an SOW expressly designates certain Client holidays as billable, Contractor shall not charge premium or additional rates for work performed on public holidays in either Party's jurisdiction.
8.4 Paid Time Off and Sick Leave
Contractor is responsible for all statutory or contractual paid leave benefits owed to its personnel. Hours not actually worked—whether due to vacation, public holidays, sick leave or other absence—are not billable to Client unless the applicable SOW states otherwise.
8.5 Schedule Adjustments and Overtime
8.5.1 Client may request temporary increases or decreases in daily or weekly coverage with at least five (5) Business Days' advance notice; Contractor shall make reasonable efforts to accommodate such requests.
8.5.2 Authorised Overtime. Any incremental coverage hours that the Client requests or approves in writing under Clause 8.5.1 constitute Authorised Overtime for the purposes of Clause 4.1.3 and are billable at the standard hourly rate (or such other rate as the relevant SOW specifies)
9. Technology, Security and Compliance
9.1 Client-Provided Technology Stack
9.1.1 Client will supply or procure, at its own expense, the cloud telephony, customer-relationship-management ("CRM") system, e-learning platform, and language-assessment tool required for each project. Contractor will provide the time-tracking software.
9.1.2 Contractor shall install and use such software only on authorised devices, maintain the confidentiality of all access credentials and employ the software solely to perform the Services.
9.1.3 Client may replace or upgrade any element of the technology stack on ten (10) days' written notice; Contractor shall cooperate in a timely transition.
9.2 Contractor Facilities and Equipment
9.2.1 Contractor is responsible for providing secure office premises, workstations, headsets, redundant internet connectivity and power back-up sufficient to meet the Hours-Worked Plan.
9.2.2 All workstations must run vendor-supported operating systems, be protected by up-to-date anti-malware software and be configured to prevent local storage of Client Data.
9.2.3 Contractor shall not relocate production equipment or allow remote work without Client's prior written consent.
9.3 Compliance Standards
Contractor shall establish, document and maintain controls that meet or exceed SOC 2 Type I standards for information security. While SOC 2 Type I certification is the minimum requirement under this Agreement, Contractor's service delivery facilities are certified to the higher SOC 2 Type II standard, providing Client with enhanced security assurance through continuous monitoring and tested controls over an extended period.
9.4 Data Protection and Breach Responsibility
9.4.1 Ownership. Client retains all right, title and interest in and to Client Data; Contractor acts only as a data processor or service provider on documented instructions from Client.
9.4.2 Security Incidents. Contractor shall maintain written incident-response procedures aligned with the NIST Cybersecurity Framework and shall notify Client within twenty-four (24) hours of confirming any unauthorised access to or loss of Client Data, providing sufficient detail for Client to meet its own regulatory obligations.
9.4.3 Liability. A breach arising from Contractor's failure to meet the standards in Clause 9.3 constitutes a material breach; Contractor shall indemnify Client against reasonable third-party claims, fines and remediation costs, subject to Article 13.
9.5 System Access and Audit Rights
9.5.1 On ten (10) Business Days' written notice, Client or its appointed auditor may conduct on-site or remote reviews of Contractor's security controls, log files, not more than twice per calendar year.
9.5.2 Contractor shall retain all system logs for a minimum of twelve (12) months and produce them promptly upon Client's request for dispute resolution, audit or regulatory inquiry.
10. Reporting and Audit
10.1 Time Tracking and Client Portal
10.1.1 Contractor shall provide Client with access to a dedicated client portal ("Portal") where all worked hours are displayed in real-time based on data from Contractor's time-tracking systems.
10.1.2 The Portal shall allow Client to view and download reports by week, custom periods, or as specified in the SOW. The Portal shall also provide access to time-tracking data including activity metrics and periodic screenshots. The data displayed in the Portal shall be the authoritative record of billable hours unless otherwise agreed in the SOW.
10.1.3 If Client requires use of its own time-tracking system, such requirement shall be documented in the relevant SOW along with procedures for data reconciliation.
10.2 Regular Time Reconciliation
10.2.1 The Parties agree to exchange and confirm recorded hours at least twice per month, aligning with the billing cycle specified in Section 4.3.
10.2.2 Any discrepancies identified during reconciliation shall be investigated and resolved before the next invoice is issued.
10.3 Bi-Monthly Operational Reports and Invoices
10.3.1 Reporting and invoicing shall follow the schedule established in Section 4.3: (a) On the 16th of each month: report and invoice for hours worked from 1st through 15th (b) Within three (3) Business Days after month-end: report and invoice for hours worked from 16th through month-end
10.3.2 Each report shall include hours worked versus the Hours-Worked Plan and any KPI metrics specified in the SOW.
10.4 Invoice Disputes
10.4.1 The Client shall review each invoice promptly; any good-faith dispute must be notified to the Contractor in writing within five (5) Business Days of receipt, listing disputed amounts and reasons in reasonable detail.
10.4.2 Invoice line items not disputed within that period remain payable by the due date. Amounts under dispute become payable within five (5) Business Days after the Parties resolve the dispute or issue a credit note; no late-payment penalties accrue while the dispute is pending.
10.5 Document and Log Retention
The Contractor shall retain invoices and related supporting documentation for at least twelve (12) months after their creation and, upon the Client's request, make such records available for inspection or provide certified copies.
10.6 Continuous Improvement of Reporting
The Parties shall review the Portal functionality and report formats at least annually and may, by mutual written agreement, add or modify features to keep the reporting aligned with evolving business and operational requirements.
11. Commercial Terms
11.1 Fee Structure and Base Hourly Rates
11.1.1 Currency. All fees are stated and shall be invoiced in United States dollars (USD).
11.1.2 Hourly Rate. The hourly rate for each Agent shall be specified in the applicable Statement of Work ("SOW"). All pricing terms, including base rates and any volume discounts, are exclusively documented in SOWs.
11.1.3 Administrative Personnel. Team Leads and other Administrative Personnel provided under Clause 7.3 are included in the hourly rates unless the relevant SOW states a separate charge.
11.2 Annual Price Adjustment
Beginning on the first anniversary of the Effective Date, and each year thereafter, all hourly rates then in effect shall increase by five percent (5%) unless the Parties agree in writing to an alternative adjustment.
11.3 Deposit
11.3.1 Amount and Timing. Prior to the commencement of recruitment for a project, Client shall pay a refundable deposit equal to one hundred sixty (160) billable hours for each production Agent expressly requested by Client in the applicable SOW. Hours for Reserve Agents maintained under Clause 7.2 are excluded from this calculation and require no deposit.
11.3.2 The Deposit secures the Client's performance under this Agreement. It may be applied by the Contractor to late-payment penalties owed by the Client. Any remaining balance shall be credited against the final invoice for the SOW to which the Deposit relates, or refunded to the Client if the balance is positive.
11.3.3 Forfeiture. If Client terminates this Agreement or an SOW without providing the thirty-day notice required by Clause 6.2, the relevant Deposit is forfeited to Contractor.
11.4 Invoicing and Payment
11.4.1 The Contractor shall issue invoices twice monthly in accordance with the schedule set forth in Section 4.3.
11.4.2 Client shall pay each undisputed invoice in accordance with the payment terms in Section 4.3. Bank transfer charges, correspondent-bank fees and similar costs are borne by Client.
11.4.3 Invoice disputes shall be handled in accordance with Section 10.4.
11.5 Late-Payment Penalties
Amounts not paid when due accrue a late-payment charge at the rate of one percent (1%) of the outstanding balance per month, compounded monthly from the due date until paid in full.
11.6 Taxes
11.6.1 Contractor is responsible for all taxes, duties and levies arising from its income or the provision of the Services, including any applicable sales tax or value-added tax.
11.6.2 Client shall have no liability for withholding or remitting Contractor's taxes, save as required by applicable law.
12. Limitation of Liability
12.1 Aggregate Cap
The total aggregate liability of either Party for all claims arising out of or in connection with this Agreement or any SOW shall not exceed the total fees paid by Client to Contractor in the twelve (12) months immediately preceding the event giving rise to liability.
For contracts less than 12 months old, the cap shall be the total fees paid to date or $25,000, whichever is greater.
12.2 Exclusion of Certain Damages
Neither Party shall be liable to the other for any loss of profits, loss of revenue, loss of anticipated savings, loss of data, or for any indirect, special, incidental, punitive or consequential damages, however caused and on any theory of liability, even if advised of the possibility of such damages.
12.3 Carve-outs from Cap and Exclusions
The limitations in Clauses 12.1 and 12.2 shall be increased to 300% of annual fees for: (a) death or personal injury caused by that Party's negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the confidentiality obligations set out in the NDA; (d) obligations to indemnify under Article 13, including third-party IP infringement and data-protection claims; (e) wilful misconduct or gross negligence.
12.4 Multiple Claims
Multiple claims arising out of the same or substantially similar facts, circumstances or series of events shall be treated as one claim for the purpose of applying the cap in Clause 12.1.
12.5 Exclusive Remedies
The Parties agree that the limitations set out in this Article 12 represent a fair allocation of risk and form the basis of the bargain; accordingly, the remedies specified herein are exclusive and apply even if any limited remedy fails of its essential purpose.
13. Indemnification
13.1 Indemnification by Contractor
Contractor shall defend, indemnify and hold harmless Client, its Affiliates and their respective directors, officers and employees ("Client Indemnitees") from and against any and all third-party claims, actions, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to: (a) personal injury, death or damage to tangible property caused by the acts or omissions of Contractor or its personnel; (b) any allegation that the Work Product or Contractor's performance of the Services infringes or misappropriates a third party's intellectual-property right; (c) any breach of the data-protection or confidentiality obligations set out in Articles 9 and the confidentiality obligations set out in the NDA; (d) failure to pay wages, taxes, benefits or other statutory amounts owed to Contractor's employees or agents; and (e) gross negligence, wilful misconduct or fraud by Contractor or its personnel.
13.2 Indemnification by Client
Client shall defend, indemnify and hold harmless Contractor, its Affiliates and their respective directors, officers and employees ("Contractor Indemnitees") from and against any Claims arising out of or relating to: (a) personal injury, death or damage to tangible property caused by the acts or omissions of Client or its personnel; (b) Client-supplied materials or instructions that infringe or misappropriate a third party's intellectual-property right; and (c) gross negligence, wilful misconduct or fraud by Client or its personnel.
14. Force Majeure
The performance of the Services by either Party under this Agreement shall be suspended for periods of delay resulting from a Force Majeure Event, meaning any event beyond the reasonable control of the affected Party that is unforeseeable—or, if foreseeable, cannot be prevented or avoided by the exercise of reasonable diligence—without any fault or negligence of the affected Party, and that prevents or materially delays the affected Party's ability to comply with its obligations hereunder, including revolution, rebellion, insurrection, state of intervention, act of war (declared or undeclared), hostilities, riot or civil commotion, earthquake, adverse weather conditions, flood, fire or other natural physical disaster, general shortages or unavailability of fuel, energy, or transport, nationwide or regional strikes or other labour-related disturbance, litigation or threatened litigation adversely affecting this Agreement, and delays caused by government action or inaction, regulatory or bureaucratic procedures, or the introduction or threatened introduction of new laws or regulations adversely affecting the subject matter or objectives of this Agreement.
15. Non-Circumvention
15.1 Restriction on Engaging Competing BPO Providers
During the Term and for six (6) months thereafter, Client shall not engage, contract with, or obtain services from any business process outsourcing company operating in the same city from which Contractor's Agents serviced Client, if such BPO company employs or has employed (after their service to Client) any former Agents of Contractor who previously served Client's account.
15.2 Rationale
The Parties acknowledge that this restriction protects Contractor's legitimate business interests in maintaining stable operations and preventing unfair competition through Agent poaching schemes that could disrupt service continuity.
15.3 Liquidated Damages
If Client breaches this Article 15, Client shall pay Contractor, as liquidated damages and not as a penalty, an amount equal to six (6) months of the average monthly fees paid under this Agreement during the last twelve (12) months of service, recognizing that actual damages from such circumvention would be difficult to calculate with precision.
15.4 Survival
The obligations in this Article survive termination or expiry of this Agreement for the period stated in Clause 15.1.
16. Authorized Service Partners
Services under this Agreement may be delivered through Contractor's authorized service partners, including facilities certified to SOC-2, ISO 27001, and other industry standards. Client agrees that use of such pre-qualified partners does not require additional consent.
17. Notices
17.1 Form of Notice
Any notice required or permitted under this Agreement ("Notice") shall be in writing and delivered by (a) courier or registered mail, or (b) e-mail.
17.2 Notice Address
Each Party's notice address (courier / e-mail) is stated on the signature page and may be changed by written Notice.
17.3 Deemed Receipt
A Notice is deemed received on (a) the delivery date shown on the courier or postal receipt, or (b) the date and time recorded in the sender's e-mail transmission log, provided no delivery-failure message is received.
17.4 Routine Operational E-mails
Routine operational e-mails between the Parties' project managers are not formal Notices unless they expressly state that they are sent as "formal Notice".
18. Counterparts and Electronic Signatures
18.1 Execution in Counterparts
This Agreement, and any Statement of Work, amendment or Change Order executed under it, may be signed in any number of counterparts. Each counterpart shall be deemed an original, but all counterparts together constitute a single instrument.
18.2 Equivalence of Electronic Signatures
A signature delivered by facsimile, portable-document-format (.pdf) attachment to e-mail, or via an accepted e-signature platform (including DocuSign or Adobe Sign) is legally binding and enforceable to the same extent as an ink ("wet") signature.
18.3 Delivery of Signature Pages
The Parties may exchange executed signature pages by any electronic transmission method; no further authentication is required, and electronically transmitted copies may be introduced as originals in any legal proceeding.
18.4 Effective Date of Execution
This Agreement shall become effective on the date the last counterpart—whether physical or electronic—is signed and delivered by both Parties, even if the counterparts are signed on different dates.
19. Governing Law and Dispute Resolution
19.1 Governing Law
This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Wyoming, United States, without regard to its conflict of laws principles.
19.2 Good-Faith Consultation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (each, a "Dispute"), the Parties shall consult and negotiate with one another in good faith and with a view to achieving a just and equitable resolution satisfactory to both Parties.
19.3 Venue
If the Parties cannot resolve a Dispute through good-faith consultation within thirty (30) days, any legal action shall be brought in the state or federal courts located in Wyoming. Each Party consents to the jurisdiction of such courts and waives any objection to venue therein.
19.4 Interim Relief
Nothing in this Article prevents either Party from seeking urgent injunctive or interim relief from any court of competent jurisdiction to protect its rights or confidential information.
20. Miscellaneous
20.1 Independent Contractor
The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint-venture or employment relationship between them, and neither Party may bind the other in any manner whatsoever.
20.2 Third-Party Beneficiaries
Except for Client Indemnitees and Contractor Indemnitees expressly referenced in Article 13, no person or entity that is not a signatory to this Agreement shall have any right to enforce any of its terms.
20.3 Further Assurances
Each Party shall, at its own cost, execute and deliver such additional documents and take such further actions as the other Party may reasonably request to give full effect to, or perfect the intent of, this Agreement.
20.4 Costs and Expenses
Except as otherwise provided herein, each Party shall bear its own costs and expenses (including legal fees) incurred in negotiating and executing this Agreement and any Statement of Work.
20.5 Headings; Interpretation
Clause and article headings are for convenience only and do not affect interpretation. "Including" and similar words are deemed to be followed by "without limitation." References to a statute include any amendment or re-enactment of that statute.
20.6 Severability
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
20.7 Cumulative Rights
Except as expressly stated otherwise, all rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law or equity.
20.8 Publicity
Neither Party shall issue any press release or public announcement regarding the existence or terms of this Agreement without the prior written consent of the other Party, except as required by law or stock-exchange regulation.
20.9 Language
This Agreement is executed in the English language, which will control in all respects. Any translation is for convenience only and will not be used to interpret or construe this Agreement.
20.10 Execution; Effective Date
This Agreement may be executed in counterparts, by electronic signature, and becomes effective on the date the last Party signs, in accordance with Article 18.
ACCEPTANCE OF TERMS
This Master Services Agreement v1.3 ("Agreement") is effective between Marke.tel LLC and Client upon Client's execution of any Statement of Work that incorporates this Agreement by reference.
SERVICE PROVIDER:
Marke.tel LLC
30 N Gould St Ste R
Sheridan, WY 82801
United States
Email: info@marke.tel
DOCUMENT VERSION: 1.3
LAST UPDATED: 30 June 2025
2. STRUCTURE OF AGREEMENT
2.1 Master Agreement Framework
2.2 Statements of Work and Ordering Procedure
2.3 No-Minimum-Term Commitment
2.4 Order of Precedence
2.5 Change Order Process
2.6 Document Survival and Integration
3. SCOPE OF SERVICES
3.1 Service Catalogue
3.2 Client Representation
3.3 Excluded Services
3.4 Service Modifications
3.5 Relationship to Statements of Work
4. SERVICE LEVELS AND PERFORMANCE MANAGEMENT
4.1 Hours Worked Plan (Primary KPI)
4.2 Project-Specific KPIs
4.3 Monitoring and Reporting
4.4 Service Level Review
5. STATEMENTS OF WORK
5.1 Form and Content
5.2 Issuance and Acceptance
5.3 Change Orders
5.4 Hierarchy
5.5 Independent Effect
5.6 Amendments and Waivers
6. TERM AND TERMINATION
6.1 Commencement and Duration
6.2 Termination for Convenience
6.3 Effect of Termination
6.4 No Early-Exit Fees
7. PERSONNEL & STAFFING
7.1 Recruitment and Candidate Approval
7.2 Reserve Staffing
7.3 Administrative Support Ratios
7.4 Replacement of Personnel
7.5 Training
7.6 Non-Solicitation of Personnel
8. WORKING CONDITIONS
8.1 Working Hours and Schedules
8.2 Idle-Time Billing
8.3 Holidays
8.4 Paid Time Off and Sick Leave
8.5 Schedule Adjustments and Overtime
9. TECHNOLOGY, SECURITY AND COMPLIANCE
9.1 Client-Provided Technology Stack
9.2 Contractor Facilities and Equipment
9.3 Compliance Standards
9.4 Data Protection and Breach Responsibility
9.5 System Access and Audit Rights
10. REPORTING AND AUDIT
10.1 Time Tracking and Client Portal
10.2 Regular Time Reconciliation
10.3 Bi-Monthly Operational Reports and Invoices
10.4 Invoice Disputes
10.5 Document and Log Retention
10.6 Continuous Improvement of Reporting
11. COMMERCIAL TERMS
11.1 Fee Structure and Base Hourly Rates
11.2 Annual Price Adjustment
11.3 Deposit
11.4 Invoicing and Payment
11.5 Late-Payment Penalties
11.6 Taxes
12. LIMITATION OF LIABILITY
12.1 Aggregate Cap
12.2 Exclusion of Certain Damages
12.3 Carve-outs from Cap and Exclusions
12.4 Multiple Claims
12.5 Exclusive Remedies
13. INDEMNIFICATION
13.1 Indemnification by Contractor
13.2 Indemnification by Client
14. FORCE MAJEURE
15. NON-CIRCUMVENTION
15.1 Restriction on Engaging Competing BPO Providers
15.2 Rationale
15.3 Liquidated Damages
15.4 Survival
16. AUTHORIZED SERVICE PARTNERS
17. NOTICES
17.1 Form of Notice
17.2 Notice Address
17.3 Deemed Receipt
17.4 Routine Operational E-mails
18. COUNTERPARTS AND ELECTRONIC SIGNATURES
18.1 Execution in Counterparts
18.2 Equivalence of Electronic Signatures
18.3 Delivery of Signature Pages
18.4 Effective Date of Execution
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1 Governing Law
19.2 Good-Faith Consultation
19.3 Venue
19.4 Interim Relief
20. MISCELLANEOUS
20.1 Independent Contractor
20.2 Third-Party Beneficiaries
20.3 Further Assurances
20.4 Costs and Expenses
20.5 Headings; Interpretation
20.6 Severability
20.7 Cumulative Rights
20.8 Publicity
20.9 Language
20.10 Execution; Effective Date
# | Term | Definition |
1.1 | Agent | A full-time equivalent (FTE) employee engaged by Contractor to perform the Services on behalf of Client, including but not limited to customer support representatives, sales representatives, and back-office processors. |
1.2 | Confidential Information | All non-public information disclosed by either Party that is designated as confidential or would reasonably be understood to be confidential, including trade secrets, business plans, pricing, customer data, and Personal Data. |
1.3 | Effective Date | The date of last signature on this Agreement. |
1.4 | Force Majeure Event | An event beyond the reasonable control of a Party as defined in Article 14. |
1.5 | Fees | All charges, payments, credits, or other monetary obligations between the Parties under this Agreement, including but not limited to service charges, deposits, refunds, liquidated damages, and service credits. |
1.6 | Hours-Worked Plan | The committed total billable hours per Agent or team per billing cycle as specified in the applicable SOW, representing the primary performance metric under this Agreement. |
1.7 | Personal Data | Any information relating to an identified or identifiable natural person as defined by applicable data protection laws. |
1.8 | Services | The business process outsourcing activities Contractor is obligated to perform under this Agreement and any SOW, including but not limited to customer support, sales operations, back-office processing, and related supervisory functions. |
1.9 | Statement of Work or SOW | A document executed by both Parties under this Agreement describing a specific project's scope, staffing levels, timeline, KPIs, fees, and other particulars. |
2. Structure of Agreement
2.1 Master Agreement Framework This Agreement sets out the baseline legal and commercial terms governing every engagement between the Parties; individual projects will be documented in separate Statements of Work ("SOWs") that incorporate and supplement—but do not replace—these terms
2.2 Statements of Work and Ordering Procedure
- Initiation. Either Party may propose an SOW for new services or projects. The receiving Party shall acknowledge receipt and confirm its interest and capacity to proceed within ten (10) Business Days.
- Approval. An SOW becomes binding when (a) the Parties exchange written acceptance via e-mail and (b) the final PDF (or native e-signature file) is signed by both authorised signatories using [name of platform] or another mutually approved platform.
- Required contents. Every SOW must at minimum specify scope of Services, start date, expected Hours-Worked Plan, staffing levels (including Reserve Agents if any), KPIs (if any), fees, Deposit amount, billing schedule — but only where it deviates from the standard payment terms set out in Article 11, technology to be used and any project-specific compliance obligations.
- SOW Amendments. Any change to an SOW—scope, pricing, hours, timeline—must be documented in a written Change Order signed (or e-signed) by both Parties before work on the change begins.
2.4 Order of Precedence If a conflict arises among the contractual documents, the following hierarchy shall apply (highest to lowest):
- Duly executed Change Orders;
- The relevant SOW (including any schedules therein);
- This Master Services Agreement;
- Annexes or policies explicitly incorporated by reference.
- Either Party may propose a Change Order; Client may also require one if project requirements evolve.
- Contractor shall provide a written estimate of impact on scope, timeline and fees within ten (10) Business Days.
- Work under a Change Order will commence only after mutual written approval, and the Change Order will be deemed part of the underlying SOW for all purposes, including invoicing and dispute resolution.
3. Scope of Services
3.1 Service Catalogue
3.1.1 Core BPO Services. Contractor shall provide business-process-outsourcing services that may include, without limitation: customer support (voice, e-mail, chat), inside sales and lead generation, back-office data processing, content moderation, IT help-desk, and related supervisory or quality-assurance functions ("Services").
3.1.2 Administrative Support. Contractor shall provide administrative support personnel at no additional charge as detailed in Article 7.3.
3.1.3 Reserve Agents. Contractor shall maintain a pool of trained Reserve Agents at no additional cost to Client as detailed in Article 7.2.
3.2 Client Representation
3.2.1 Customer-Facing Representation. When interacting with Client's customers, Contractor's personnel shall identify themselves as representatives of Client's organization and shall not disclose Contractor's corporate identity unless specifically instructed by Client.
3.2.2 Brand Compliance. Contractor shall follow any brand guidelines, scripts, quality standards, or communication protocols supplied by Client.
3.2.3 Professional Standards. Contractor warrants that all personnel will maintain professional demeanor and adhere to Client's customer service standards when representing Client to its customers.
3.2.4 Non-Solicitation of Personnel. Client shall not directly or indirectly solicit, recruit, hire, or engage any Contractor personnel who have provided Services under this Agreement, during the Term and for twelve (12) months thereafter, without Contractor's prior written consent (see Clause 7.6 for detailed provisions).
3.3 Excluded Services
3.3.1 The following activities are expressly excluded from the scope of this Agreement unless added via a Change Order and priced in an SOW: strategic consulting, software-development projects, licensed software resell, third-party hardware procurement, and any services governed by regulatory regimes for which Contractor lacks the necessary licences (e.g., medical advice, legal representation, financial advisory).
3.3.2 Contractor may decline, upon written notice, any task that (i) violates applicable law, (ii) conflicts with Contractor's compliance certifications, or (iii) materially differs from the Services definition above. In such event, the Parties shall follow the Change-Order process in Article 2.5 to redefine scope or allocate the work elsewhere.
3.4 Service Modifications 3.4.1 Increase in Headcount (a) The Client may request an increase in team size at any time by written (e-mail) notice. (b) Within five (5) Business Days, the Contractor shall acknowledge the request and provide either (i) a recruitment and training timetable or (ii) written notice of inability to fulfill the request. (c) Deployment of additional personnel shall follow the standard recruitment and training timelines set out in the applicable SOW or as otherwise agreed in a Change Order.
3.4.2 Reduction in Headcount (a) The Client may reduce the number of active FTEs by giving the Contractor thirty (30) calendar days' prior written notice. (b) During that notice period, the Client shall pay for Services based on the original headcount in full, regardless of actual hours worked. (c) Upon expiry of the notice period, the reduced headcount takes effect and is recorded in a Change Order or updated SOW.
3.4.3 Documentation of Changes All adjustments under Clauses 3.4.1 and 3.4.2 must be formalised in a written Change Order (or new SOW) signed by both Parties before the revised headcount becomes operative.
3.5 Relationship to Statements of Work 3.5.1 This Article provides a general description of Services; each SOW will set forth the specific mix of tasks, headcount, Hours-Worked Plan, KPIs, start dates and pricing applicable to an individual project. In case of conflict, the SOW prevails for that project, pursuant to the order-of-precedence Clause 2.4.
4. Service Levels and Performance Management
4.1 Hours Worked Plan (Primary KPI)
4.1.1 Definition. For each Statement of Work ("SOW") the Parties shall agree the total billable hours per Agent or team for every billing cycle ("Hours Worked Plan"). Time is recorded through Contractor's designated time-tracking system and is conclusive absent manifest error.
4.1.2 Contractor shall endeavor to achieve one hundred percent (100 %) of the committed Hours Worked Plan in each billing cycle; this target represents the mutual agreement between the Parties.
4.1.3 Payment. The Client shall pay for (a) all actual hours worked and verified by primary and Reserve Agents within the committed Hours-Worked Plan and (b) any Authorised Overtime. Hours worked outside the Plan that are not Authorised Overtime are non-billable and remain at the Contractor's expense.
4.2 Project-Specific KPIs
4.2.1 Any additional Key Performance Indicators (e.g., average handling time, customer-satisfaction score, sales-conversion rate) apply only if expressly set out in the relevant SOW.
4.2.2 Where such KPIs are defined, the SOW shall also specify any remedies or consequences applicable to their non-achievement.
4.3 Monitoring and Reporting
4.3.1 Bi-Monthly Reporting and Billing Cycle. (a) On the 16th of each month (or next Business Day), Contractor shall provide a report of hours worked for the period of 1st through 15th and issue an invoice. Client shall pay within five (5) Business Days of invoice receipt. (b) Within three (3) Business Days after month-end, Contractor shall provide a report of hours worked for the period of 16th through month-end and issue an invoice. Client shall pay within five (5) Business Days of invoice receipt.
4.4 Service Level Review
The Parties shall review the service levels at least annually, or more frequently upon mutual agreement. Any revisions become effective only when documented in a duly executed Change Order in accordance with Clause 2.5.
5. Statements of Work
5.1 Form and Content
5.1.1 Every Statement of Work ("SOW") shall be issued on the template attached as Schedule A or another form agreed in writing.
5.1.2 At a minimum, each SOW must specify:
(a) project name and effective date;
(b) detailed description of the Services;
(c) headcount, including any Reserve Agents and required Administrative Personnel;
(d) Hours-Worked Plan and, if applicable, additional KPIs and service-credit formulae;
(e) project schedule, including target go-live date;
(f) fees, Deposit amount, billing currency and schedule;
(g) technology stack and access requirements;
(h) compliance or security obligations unique to the project;
(i) names and contact details of the Parties' project managers.
5.2 Issuance and Acceptance
5.2.1 Either Party may transmit a draft SOW to the other Party by e-mail. The receiving Party shall, within ten (10) Business Days, confirm acceptance or propose revisions.
5.2.2 An SOW becomes binding when (a) the Parties exchange written acceptance via e-mail and (b) the document is executed by both authorised signatories, including by electronic signature.
5.3 Change Orders
Any modification to an active SOW—whether scope, staffing, fees, KPIs or timeline—must be documented in a Change Order signed (or e-signed) by both Parties before implementation. A Change Order forms part of, and is governed by, the underlying SOW and this Agreement.
5.4 Hierarchy
If a provision of an SOW conflicts with this Agreement, the SOW prevails solely for that project; all other provisions of this Agreement remain in force.
5.5 Independent Effect
Termination or expiry of an individual SOW shall not, by itself, terminate this Agreement or any other SOW then in effect, unless expressly stated otherwise.
5.6 Amendments and Waivers
Any amendment or waiver of this Agreement or any SOW is valid only if set out in a written instrument signed by both Parties. No failure or delay in enforcing any provision shall be deemed a waiver of that provision or of any other right.
6. Term and Termination
6.1 Commencement and Duration
This Agreement commences on the Effective Date and continues until terminated in accordance with this Article (the "Term"). The Agreement shall automatically terminate upon the earlier of:
(a) thirty (30) days' written notice by either Party under Section 6.2; or
(b) thirty (30) calendar days after the termination or expiration of all active Statements of Work.
6.2 Termination for Convenience
Either Party may terminate this Agreement, or any individual SOW, for its convenience and without cause by giving the other Party thirty (30) days' prior written notice. During the notice period the Parties shall continue to perform all obligations in good faith and cooperate on an orderly wind-down or transition.
6.3 Effect of Termination
6.3.1 Within ten (10) Business Days after the effective date of termination, the Contractor shall issue a final invoice for all Services rendered up to that date. The Deposit already held by the Contractor shall be (a) applied against the final invoice and any late-payment penalties, and (b) any remaining balance returned to the Client, except where the Deposit is forfeited under Article 11.
6.3.2 Return and deletion of data. Promptly, and in any event within thirty (30) days after termination, Contractor shall (i) return to Client, in a machine-readable format, all Client Data and (ii) permanently delete or destroy all copies in its possession or control (including those held by permitted sub-processors, if any) and provide written certification of such deletion.
6.3.3 Transition assistance. Upon Client's written request, Contractor may agree to provide transition Services for a mutually agreed period (not exceeding sixty (60) days) on a time-and-materials basis at the rates then in effect. Such transition services shall be subject to advance payment terms to be agreed between the Parties.
6.3.4 Survival. Any provisions that by their nature are intended to survive termination—including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, Indemnification and Non-Solicitation—shall remain in full force and effect.
6.3.5 Automatic Termination Date. When this Agreement terminates automatically under Section 6.1(b), the effective date of termination shall be the thirtieth (30th) day following the termination or expiration of the last active SOW. All post-termination obligations, including those in Articles 7.6 (Non-Solicitation) and 15 (Non-Circumvention), shall commence from such automatic termination date.
6.4 No Early-Exit Fees
Except for application of the Deposit as provided above, neither Party shall owe early-termination penalties or liquidated damages when exercising its rights under Clauses 6.2 or 6.3.
7. Personnel & Staffing
7.1 Recruitment and Candidate Approval
7.1.1 Contractor shall source candidates meeting the qualifications set out in the relevant SOW. All shortlisted candidates must pass Client's on-line language and skills assessment and any mini-training described in Clause 7.5.1.
7.1.2 No candidate may start core project training until approved by Client in writing (e-mail). When rejecting a candidate, Client shall provide the reason for rejection to enable Contractor to adjust its recruitment criteria accordingly.
7.2 Reserve Staffing
7.2.1 During candidate sourcing and training, Contractor shall maintain at its own cost a pool of Reserve Agents equal to the percentage specified in the relevant SOW (within the range of twenty percent (20%) to fifty percent (50%) of the requested headcount). Hours worked by such Reserve Agents may be applied toward satisfying the Hours-Worked Plan under Clause 4.1.
7.2.2 After go-live, Contractor shall provide, free of charge, (a) reserve capacity equal to twenty percent (20%) of the active team for the first calendar month and (b) ten percent (10%) for each subsequent month. Reserves must complete the same training as production Agents and remain deployment-ready. Hours worked by such Reserve Agents may be applied toward satisfying the Hours-Worked Plan under Clause 4.1; any hours beyond that Plan are non-billable and at the Contractor's expense.
7.3 Administrative Support Ratios
7.3.1 The Contractor shall provide, at no additional charge: one (1) Team Lead for the first ten (10) FTEs of each project; a second Team Lead once twenty-five (25) FTEs are reached; and one (1) additional Team Lead for every further block of fifteen (15) FTEs thereafter.
7.3.2 Administrative Personnel are included in the hourly rates unless otherwise priced in the SOW.
7.4 Replacement of Personnel
7.4.1 Contractor shall replace any Agent or Administrative Personnel within seven (7) calendar days of Client's written request, regardless of reason. Replacement staff must meet all original qualification and training standards.
7.5 Training
7.5.1 Pre-screen mini-training consists of: (a) a one-hour on-site online assessment; and (b) a two- to three-day preparatory e-learning course on the Client's platform. This mini-training is provided free of charge as part of the recruitment process.
7.5.2 Core Project Training. Client shall provide the trainer and training platform. Client shall pay for all core training hours; such hours count as billable.
7.6 Non-Solicitation of Personnel
7.6.1 During the Term and for twelve (12) months thereafter, neither Party shall solicit for employment or hire any employee or contractor of the other Party who became known through the performance of this Agreement, without the other Party's prior written consent.
7.6.2 In the event of a breach of Clause 7.6.1, the hiring Party shall pay the other Party liquidated damages equal to three (3) months of the employee's total compensation (salary plus regular allowances), recognising that the actual loss would be difficult to ascertain with precision.
8. Working Conditions
8.1 Working Hours and Schedules
8.1.1 The working hours, shift patterns, rest-break requirements and any multi-time-zone coverage obligations for a project shall be stated in the relevant Statement of Work ("SOW").
8.1.2 Contractor shall staff each project so that the committed Hours-Worked Plan is achieved irrespective of local public holidays or other non-working days in Contractor's jurisdiction, unless the SOW expressly provides otherwise.
8.1.3 Any changes to the agreed schedule (including reductions or extensions of daily or weekly coverage) must be requested by Client in writing and documented in a Change Order before implementation.
8.2 Idle-Time Billing
If the Services relate to customer support or other always-on coverage, the Parties agree that time spent by Agents waiting for tasks (idle time) is deemed productive and billable, provided the Agents are logged-in, available and complying with Client's readiness standards. Idle-time billing terms for other project types, if any, shall be specified in the applicable SOW.
8.3 Holidays
Unless an SOW expressly designates certain Client holidays as billable, Contractor shall not charge premium or additional rates for work performed on public holidays in either Party's jurisdiction.
8.4 Paid Time Off and Sick Leave
Contractor is responsible for all statutory or contractual paid leave benefits owed to its personnel. Hours not actually worked—whether due to vacation, public holidays, sick leave or other absence—are not billable to Client unless the applicable SOW states otherwise.
8.5 Schedule Adjustments and Overtime
8.5.1 Client may request temporary increases or decreases in daily or weekly coverage with at least five (5) Business Days' advance notice; Contractor shall make reasonable efforts to accommodate such requests.
8.5.2 Authorised Overtime. Any incremental coverage hours that the Client requests or approves in writing under Clause 8.5.1 constitute Authorised Overtime for the purposes of Clause 4.1.3 and are billable at the standard hourly rate (or such other rate as the relevant SOW specifies)
9. Technology, Security and Compliance
9.1 Client-Provided Technology Stack
9.1.1 Client will supply or procure, at its own expense, the cloud telephony, customer-relationship-management ("CRM") system, e-learning platform, and language-assessment tool required for each project. Contractor will provide the time-tracking software.
9.1.2 Contractor shall install and use such software only on authorised devices, maintain the confidentiality of all access credentials and employ the software solely to perform the Services.
9.1.3 Client may replace or upgrade any element of the technology stack on ten (10) days' written notice; Contractor shall cooperate in a timely transition.
9.2 Contractor Facilities and Equipment
9.2.1 Contractor is responsible for providing secure office premises, workstations, headsets, redundant internet connectivity and power back-up sufficient to meet the Hours-Worked Plan.
9.2.2 All workstations must run vendor-supported operating systems, be protected by up-to-date anti-malware software and be configured to prevent local storage of Client Data.
9.2.3 Contractor shall not relocate production equipment or allow remote work without Client's prior written consent.
9.3 Compliance Standards
Contractor shall establish, document and maintain controls that meet or exceed SOC 2 Type I standards for information security. While SOC 2 Type I certification is the minimum requirement under this Agreement, Contractor's service delivery facilities are certified to the higher SOC 2 Type II standard, providing Client with enhanced security assurance through continuous monitoring and tested controls over an extended period.
9.4 Data Protection and Breach Responsibility
9.4.1 Ownership. Client retains all right, title and interest in and to Client Data; Contractor acts only as a data processor or service provider on documented instructions from Client.
9.4.2 Security Incidents. Contractor shall maintain written incident-response procedures aligned with the NIST Cybersecurity Framework and shall notify Client within twenty-four (24) hours of confirming any unauthorised access to or loss of Client Data, providing sufficient detail for Client to meet its own regulatory obligations.
9.4.3 Liability. A breach arising from Contractor's failure to meet the standards in Clause 9.3 constitutes a material breach; Contractor shall indemnify Client against reasonable third-party claims, fines and remediation costs, subject to Article 13.
9.5 System Access and Audit Rights
9.5.1 On ten (10) Business Days' written notice, Client or its appointed auditor may conduct on-site or remote reviews of Contractor's security controls, log files, not more than twice per calendar year.
9.5.2 Contractor shall retain all system logs for a minimum of twelve (12) months and produce them promptly upon Client's request for dispute resolution, audit or regulatory inquiry.
10. Reporting and Audit
10.1 Time Tracking and Client Portal
10.1.1 Contractor shall provide Client with access to a dedicated client portal ("Portal") where all worked hours are displayed in real-time based on data from Contractor's time-tracking systems.
10.1.2 The Portal shall allow Client to view and download reports by week, custom periods, or as specified in the SOW. The Portal shall also provide access to time-tracking data including activity metrics and periodic screenshots. The data displayed in the Portal shall be the authoritative record of billable hours unless otherwise agreed in the SOW.
10.1.3 If Client requires use of its own time-tracking system, such requirement shall be documented in the relevant SOW along with procedures for data reconciliation.
10.2 Regular Time Reconciliation
10.2.1 The Parties agree to exchange and confirm recorded hours at least twice per month, aligning with the billing cycle specified in Section 4.3.
10.2.2 Any discrepancies identified during reconciliation shall be investigated and resolved before the next invoice is issued.
10.3 Bi-Monthly Operational Reports and Invoices
10.3.1 Reporting and invoicing shall follow the schedule established in Section 4.3: (a) On the 16th of each month: report and invoice for hours worked from 1st through 15th (b) Within three (3) Business Days after month-end: report and invoice for hours worked from 16th through month-end
10.3.2 Each report shall include hours worked versus the Hours-Worked Plan and any KPI metrics specified in the SOW.
10.4 Invoice Disputes
10.4.1 The Client shall review each invoice promptly; any good-faith dispute must be notified to the Contractor in writing within five (5) Business Days of receipt, listing disputed amounts and reasons in reasonable detail.
10.4.2 Invoice line items not disputed within that period remain payable by the due date. Amounts under dispute become payable within five (5) Business Days after the Parties resolve the dispute or issue a credit note; no late-payment penalties accrue while the dispute is pending.
10.5 Document and Log Retention
The Contractor shall retain invoices and related supporting documentation for at least twelve (12) months after their creation and, upon the Client's request, make such records available for inspection or provide certified copies.
10.6 Continuous Improvement of Reporting
The Parties shall review the Portal functionality and report formats at least annually and may, by mutual written agreement, add or modify features to keep the reporting aligned with evolving business and operational requirements.
11. Commercial Terms
11.1 Fee Structure and Base Hourly Rates
11.1.1 Currency. All fees are stated and shall be invoiced in United States dollars (USD).
11.1.2 Hourly Rate. The hourly rate for each Agent shall be specified in the applicable Statement of Work ("SOW"). All pricing terms, including base rates and any volume discounts, are exclusively documented in SOWs.
11.1.3 Administrative Personnel. Team Leads and other Administrative Personnel provided under Clause 7.3 are included in the hourly rates unless the relevant SOW states a separate charge.
11.2 Annual Price Adjustment
Beginning on the first anniversary of the Effective Date, and each year thereafter, all hourly rates then in effect shall increase by five percent (5%) unless the Parties agree in writing to an alternative adjustment.
11.3 Deposit
11.3.1 Amount and Timing. Prior to the commencement of recruitment for a project, Client shall pay a refundable deposit equal to one hundred sixty (160) billable hours for each production Agent expressly requested by Client in the applicable SOW. Hours for Reserve Agents maintained under Clause 7.2 are excluded from this calculation and require no deposit.
11.3.2 The Deposit secures the Client's performance under this Agreement. It may be applied by the Contractor to late-payment penalties owed by the Client. Any remaining balance shall be credited against the final invoice for the SOW to which the Deposit relates, or refunded to the Client if the balance is positive.
11.3.3 Forfeiture. If Client terminates this Agreement or an SOW without providing the thirty-day notice required by Clause 6.2, the relevant Deposit is forfeited to Contractor.
11.4 Invoicing and Payment
11.4.1 The Contractor shall issue invoices twice monthly in accordance with the schedule set forth in Section 4.3.
11.4.2 Client shall pay each undisputed invoice in accordance with the payment terms in Section 4.3. Bank transfer charges, correspondent-bank fees and similar costs are borne by Client.
11.4.3 Invoice disputes shall be handled in accordance with Section 10.4.
11.5 Late-Payment Penalties
Amounts not paid when due accrue a late-payment charge at the rate of one percent (1%) of the outstanding balance per month, compounded monthly from the due date until paid in full.
11.6 Taxes
11.6.1 Contractor is responsible for all taxes, duties and levies arising from its income or the provision of the Services, including any applicable sales tax or value-added tax.
11.6.2 Client shall have no liability for withholding or remitting Contractor's taxes, save as required by applicable law.
12. Limitation of Liability
12.1 Aggregate Cap
The total aggregate liability of either Party for all claims arising out of or in connection with this Agreement or any SOW shall not exceed the total fees paid by Client to Contractor in the twelve (12) months immediately preceding the event giving rise to liability.
For contracts less than 12 months old, the cap shall be the total fees paid to date or $25,000, whichever is greater.
12.2 Exclusion of Certain Damages
Neither Party shall be liable to the other for any loss of profits, loss of revenue, loss of anticipated savings, loss of data, or for any indirect, special, incidental, punitive or consequential damages, however caused and on any theory of liability, even if advised of the possibility of such damages.
12.3 Carve-outs from Cap and Exclusions
The limitations in Clauses 12.1 and 12.2 shall be increased to 300% of annual fees for: (a) death or personal injury caused by that Party's negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the confidentiality obligations set out in the NDA; (d) obligations to indemnify under Article 13, including third-party IP infringement and data-protection claims; (e) wilful misconduct or gross negligence.
12.4 Multiple Claims
Multiple claims arising out of the same or substantially similar facts, circumstances or series of events shall be treated as one claim for the purpose of applying the cap in Clause 12.1.
12.5 Exclusive Remedies
The Parties agree that the limitations set out in this Article 12 represent a fair allocation of risk and form the basis of the bargain; accordingly, the remedies specified herein are exclusive and apply even if any limited remedy fails of its essential purpose.
13. Indemnification
13.1 Indemnification by Contractor
Contractor shall defend, indemnify and hold harmless Client, its Affiliates and their respective directors, officers and employees ("Client Indemnitees") from and against any and all third-party claims, actions, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to: (a) personal injury, death or damage to tangible property caused by the acts or omissions of Contractor or its personnel; (b) any allegation that the Work Product or Contractor's performance of the Services infringes or misappropriates a third party's intellectual-property right; (c) any breach of the data-protection or confidentiality obligations set out in Articles 9 and the confidentiality obligations set out in the NDA; (d) failure to pay wages, taxes, benefits or other statutory amounts owed to Contractor's employees or agents; and (e) gross negligence, wilful misconduct or fraud by Contractor or its personnel.
13.2 Indemnification by Client
Client shall defend, indemnify and hold harmless Contractor, its Affiliates and their respective directors, officers and employees ("Contractor Indemnitees") from and against any Claims arising out of or relating to: (a) personal injury, death or damage to tangible property caused by the acts or omissions of Client or its personnel; (b) Client-supplied materials or instructions that infringe or misappropriate a third party's intellectual-property right; and (c) gross negligence, wilful misconduct or fraud by Client or its personnel.
14. Force Majeure
The performance of the Services by either Party under this Agreement shall be suspended for periods of delay resulting from a Force Majeure Event, meaning any event beyond the reasonable control of the affected Party that is unforeseeable—or, if foreseeable, cannot be prevented or avoided by the exercise of reasonable diligence—without any fault or negligence of the affected Party, and that prevents or materially delays the affected Party's ability to comply with its obligations hereunder, including revolution, rebellion, insurrection, state of intervention, act of war (declared or undeclared), hostilities, riot or civil commotion, earthquake, adverse weather conditions, flood, fire or other natural physical disaster, general shortages or unavailability of fuel, energy, or transport, nationwide or regional strikes or other labour-related disturbance, litigation or threatened litigation adversely affecting this Agreement, and delays caused by government action or inaction, regulatory or bureaucratic procedures, or the introduction or threatened introduction of new laws or regulations adversely affecting the subject matter or objectives of this Agreement.
15. Non-Circumvention
15.1 Restriction on Engaging Competing BPO Providers
During the Term and for six (6) months thereafter, Client shall not engage, contract with, or obtain services from any business process outsourcing company operating in the same city from which Contractor's Agents serviced Client, if such BPO company employs or has employed (after their service to Client) any former Agents of Contractor who previously served Client's account.
15.2 Rationale
The Parties acknowledge that this restriction protects Contractor's legitimate business interests in maintaining stable operations and preventing unfair competition through Agent poaching schemes that could disrupt service continuity.
15.3 Liquidated Damages
If Client breaches this Article 15, Client shall pay Contractor, as liquidated damages and not as a penalty, an amount equal to six (6) months of the average monthly fees paid under this Agreement during the last twelve (12) months of service, recognizing that actual damages from such circumvention would be difficult to calculate with precision.
15.4 Survival
The obligations in this Article survive termination or expiry of this Agreement for the period stated in Clause 15.1.
16. Authorized Service Partners
Services under this Agreement may be delivered through Contractor's authorized service partners, including facilities certified to SOC-2, ISO 27001, and other industry standards. Client agrees that use of such pre-qualified partners does not require additional consent.
17. Notices
17.1 Form of Notice
Any notice required or permitted under this Agreement ("Notice") shall be in writing and delivered by (a) courier or registered mail, or (b) e-mail.
17.2 Notice Address
Each Party's notice address (courier / e-mail) is stated on the signature page and may be changed by written Notice.
17.3 Deemed Receipt
A Notice is deemed received on (a) the delivery date shown on the courier or postal receipt, or (b) the date and time recorded in the sender's e-mail transmission log, provided no delivery-failure message is received.
17.4 Routine Operational E-mails
Routine operational e-mails between the Parties' project managers are not formal Notices unless they expressly state that they are sent as "formal Notice".
18. Counterparts and Electronic Signatures
18.1 Execution in Counterparts
This Agreement, and any Statement of Work, amendment or Change Order executed under it, may be signed in any number of counterparts. Each counterpart shall be deemed an original, but all counterparts together constitute a single instrument.
18.2 Equivalence of Electronic Signatures
A signature delivered by facsimile, portable-document-format (.pdf) attachment to e-mail, or via an accepted e-signature platform (including DocuSign or Adobe Sign) is legally binding and enforceable to the same extent as an ink ("wet") signature.
18.3 Delivery of Signature Pages
The Parties may exchange executed signature pages by any electronic transmission method; no further authentication is required, and electronically transmitted copies may be introduced as originals in any legal proceeding.
18.4 Effective Date of Execution
This Agreement shall become effective on the date the last counterpart—whether physical or electronic—is signed and delivered by both Parties, even if the counterparts are signed on different dates.
19. Governing Law and Dispute Resolution
19.1 Governing Law
This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Wyoming, United States, without regard to its conflict of laws principles.
19.2 Good-Faith Consultation
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (each, a "Dispute"), the Parties shall consult and negotiate with one another in good faith and with a view to achieving a just and equitable resolution satisfactory to both Parties.
19.3 Venue
If the Parties cannot resolve a Dispute through good-faith consultation within thirty (30) days, any legal action shall be brought in the state or federal courts located in Wyoming. Each Party consents to the jurisdiction of such courts and waives any objection to venue therein.
19.4 Interim Relief
Nothing in this Article prevents either Party from seeking urgent injunctive or interim relief from any court of competent jurisdiction to protect its rights or confidential information.
20. Miscellaneous
20.1 Independent Contractor
The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint-venture or employment relationship between them, and neither Party may bind the other in any manner whatsoever.
20.2 Third-Party Beneficiaries
Except for Client Indemnitees and Contractor Indemnitees expressly referenced in Article 13, no person or entity that is not a signatory to this Agreement shall have any right to enforce any of its terms.
20.3 Further Assurances
Each Party shall, at its own cost, execute and deliver such additional documents and take such further actions as the other Party may reasonably request to give full effect to, or perfect the intent of, this Agreement.
20.4 Costs and Expenses
Except as otherwise provided herein, each Party shall bear its own costs and expenses (including legal fees) incurred in negotiating and executing this Agreement and any Statement of Work.
20.5 Headings; Interpretation
Clause and article headings are for convenience only and do not affect interpretation. "Including" and similar words are deemed to be followed by "without limitation." References to a statute include any amendment or re-enactment of that statute.
20.6 Severability
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.
20.7 Cumulative Rights
Except as expressly stated otherwise, all rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law or equity.
20.8 Publicity
Neither Party shall issue any press release or public announcement regarding the existence or terms of this Agreement without the prior written consent of the other Party, except as required by law or stock-exchange regulation.
20.9 Language
This Agreement is executed in the English language, which will control in all respects. Any translation is for convenience only and will not be used to interpret or construe this Agreement.
20.10 Execution; Effective Date
This Agreement may be executed in counterparts, by electronic signature, and becomes effective on the date the last Party signs, in accordance with Article 18.
ACCEPTANCE OF TERMS
This Master Services Agreement v1.3 ("Agreement") is effective between Marke.tel LLC and Client upon Client's execution of any Statement of Work that incorporates this Agreement by reference.
SERVICE PROVIDER:
Marke.tel LLC
30 N Gould St Ste R
Sheridan, WY 82801
United States
Email: info@marke.tel
DOCUMENT VERSION: 1.3
LAST UPDATED: 30 June 2025