TERMS of SERVICE

AGREEMENT BETWEEN CLIENT AND SUMMIT HORIZON SOLUTIONS

This Outsourcing Service Agreement (the “Agreement”) (the “Master Agreement”) is made effective as of the date of the signing by the second party of the Service Proposal (the “Service Proposal”). This agreement is by and between Summit Horizon Solutions, LLC., a Texas LLC (“Summit Horizon Solutions”) (the “Company’), and the Client (the “buyer”) whom shall be identified as the person or persons with acting powers over the business who wishes to utilize the Summit Horizon Solutions services.

RECITALS
WHEREAS, Company offers and provides BPO Systems and Services including but not limited to call answering, appointment setting, and phone-based sales and services, back-office processes, analyst processes (hereinafter “BPO Services”) (the “BPO solutions”), and
WHEREAS, Client wishes to enter into a relationship with the Company for the purpose of utilizing the Company’s BPO Services, and
WHEREAS, it is the intent of the parties in this Agreement that the Company shall provide the agreed BPO Services to the Client as described in this agreement, in addition to the Statement of Work (“SOW”) (“Scope Of Work”), for the consideration to be paid by the Client as also set out herein.
NOW, THEREFORE, in consideration of the mutual promises, rights, and obligations set forth in this Agreement, the Company and the Client hereby agree as follows.
PARTIES. The parties to this contract are Summit Horizon Solutions, LLC., and the Client.

Article 1 – DESCRIPTION OF SERVICES:
Dependent on the initially signed Service Proposal, Summit Horizon Solutions will provide one or all of the following BPO solutions (collectively, the “Services”) to the Client:

1.1 REMOTE STAFF

a. Summit Horizon Solutions will provide remote staff support (the “agent” or “agents”) for the purpose of performing Client designated task.
b. This is an hourly billed service.
c. There is a minimum of 160 hours per agent per month that the client must agree to purchase at the agreed-upon rate.
d. The Client agrees to pay the hourly rate as outlined on the Service Proposal which is signed by the client prior to the start of service.
e. The Client will provide the Company a detailed description (the “job description”) in writing of what specific skills the agent or agents will need for the designated tasks.
f. The Client has the option to change or modify the task being performed by the agent however they must provide a written notice to the Company before the change or modification is issued to the agent.
g. Changes or modifications to the assigned task must be within reasonable expectations and cannot be structured in a way that sets up the agent to fail. Any changes or modifications to the tasks cannot require skills that were not in the initial job description unless the Client is willing to provide training for the required task.
h. The Company reserves the right to refuse unreasonable changes or modifications to the assigned tasks.
i. The Client is fully responsible for the initial onboarding and any ongoing training needed in order for the successful completion of any assigned task.
j. The Company reserves the right to enter into hourly rate renegotiation at the end of any given service month.

1.2 CALL CENTER

a. Summit Horizon Solutions agents can perform the function of answering or making inbound or and outbound calls for the purpose of Customer Service, Lead Generation, Telemarketing, Surveying, or other purpose designated by the Client that are within legal operating practices.
b. This is an hourly billed service.
c. There is a minimum of 160 hours per agent per month that the client must agree to purchase at the agreed-upon rate.
d. The Client agrees to pay the hourly rate as outlined on the Service Proposal which is signed by the client prior to the start of service.
e. If the service is used for the purpose of Lead Generation, Summit Horizon Solutions can attempt to identify and qualify prospective leads for the Client via its network of outbound business to business (“B2B”) BPO representatives. The components of this effort include a prospect list, a script to be read by the BPO representatives, and a predictive dialer.
e.1 The prospect list shall be provided by the Client and approved by both parties. If the Client provides the prospect list, it will first check it against the National “Do Not Call” list and remove all flagged records and consumer contact records before delivering the list to Summit Horizon Solutions. In the event that the prospect list is provided by Summit Horizon Solutions, it will do so according to the instruction of the Client and will obtain the approval of the Client as to the adequacy of the prospects prior to providing services.
e.2 The script to be used by Summit Horizon Solutions’ BPO representatives shall be provided by the Client and approved by both parties. The Client ensures that the nature of the script will accurately reflect its ability to offer the product/service and that the product/service being offered meets the requirements of the law in any territory to which prospecting calls are to be placed or where goods or services will be provided.
e.3 The predictive dialer shall be provided by Summit Horizon Solutions. Summit Horizon Solutions reserves the right to change the provider of the predictive dialer technology at any time and to change the settings and configurations of the dialer for any reason including, but not limited to, changes to meet compliance with regulations or reasons related to cost efficiency.
e.4 To fulfill its obligations under this agreement, Summit Horizon Solutions will use its network of BPO representatives to prospect for up to 160 hours per hired agent per month for each month of the contract using the agreed-upon script, prospect list, and predictive dialer. In addition, Summit Horizon Solutions will deliver system-generated reports on either a daily, weekly, or monthly basis at the Client’s preference. The Client shall notify Summit Horizon Solutions of its preference regarding system-generated reports. Should the Client fail to notify Summit Horizon Solutions of this preference within a reasonable time, Summit Horizon Solutions may choose the frequency with which it provides reports to the Client. The reports will detail the number of calls made, the time of the calls, the dispositions (outcomes) of the calls, and any related notes or additional data as agreed upon by the Client and Summit Horizon Solutions.
e.5 LEADS. A “lead” is an introduction made by Summit Horizon Solutions. This introduction shall seek to connect the Client with a prospect who has expressed interest or has a potential interest in, the services provided by the Client. Summit Horizon Solutions makes no guarantee that a sales lead will result in an invitation to bid or in the successful consummation of a sale. A lead will be considered to have been delivered if Summit Horizon Solutions introduces the prospect via live phone transfer, email to the Client or a Client representative, or delivered to Client via spreadsheet.
e.6 CLIENT’S ASSUMPTION OF THE INHERENT RISKS OF OUTBOUND PROSPECTING. Client acknowledges and agrees that the method of solicitation is outbound prospecting (also known as “cold calling”) and that outbound prospecting includes inherent risks. These risks include but are not limited to, a loss of reputation or negative publicity in the event that a cold call is unwelcome. Client agrees that Summit Horizon Solutions is not responsible for any damages arising out of the inherent risks of outbound prospecting. Summit Horizon Solutions agrees to keep a “do not call” list and agrees to use reasonable methods to avoid overly intrusive methods of outbound prospecting. Summit Horizon Solutions agrees to use reasonable methods to avoid knowingly contacting an individual who does not welcome cold calls.

1.3 SOCIAL MEDIA MANAGEMENT
The Company will provide management services for the Client for social media platforms available with the United States of America. Drafted and published content using a single or in a combination of written copy, audio, images, and video will be referred to as an asset.

a. This is a subscription service.
b. The fee for this service will be determined by the number of platforms the Client needs managed and not specifically by the number of tasks.
c. If needed the Company will set up social media platforms such as Facebook, Twitter, YouTube, etc. This includes creating the showcase assets for each platform.
d. All assets used including images and video will be created using stock audio, imagery or footage already available to the Company or made available by the Client.
e. The Company does not commit to purchasing additional stock images, audio, or videos.
f. Specific images, audio, or video purchases will be billed to the Client.
g. Manage engagement such as comments and questions left by consumers or prospects.
h. Will create weekly content for each platform, including written copy and or image and or video assets which will be published to the Client’s social media accounts.
e.1 PUBLISHING CONTENT:
The Client must approve all drafted proposals by the Company within 48-hours from when submitted to Client. Approvals must be in writing.

Article 2 – TECHNOLOGY:
The Client can provide their own technology for the purpose of processing any assigned tasks successfully by Summit Horizon Solutions. However, BPO services provided by the Company that requires the use of a telephone and or communications system such as email will be provided by Summit Horizon Solutions at no additional cost to the Client.

The Company will provide up to 2 (two) user logins to Client for systems provided by Summit Horizon Solutions for the use of monitoring performance and reporting at no additional charge or fees to Client.

The following technology shall remain optional throughout the lifetime of the service to both the Company and Client. Either the Company or Client can stop the use of such technology with a 30-day notice.
a. The Company will provide a VoIP-powered telephone communication system with the ability to use an ACD system (Automatic Call Distributor).
b. The Company will provide a secure communication platform such as Email, Slack System, and or Skype System that will be privately hosted.

The Company reserve the right to change the technology provider, increase or decrease access to features available within the technology platform with or without notice to Client.

Article 3 – WORK PRODUCT OWNERSHIP:
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Summit Horizon Solutions in connection with the Services will be the exclusive property of Summit Horizon Solutions. Upon request, the Client will execute all documents necessary to confirm or perfect the exclusive ownership of Summit Horizon Solutions to the Work Product.

Article 4 – PORTFOLIO USE:
Notwithstanding the specific rights of intellectual property outlined by this Agreement, Company shall be permitted to use all work in Company’s professional portfolio, after such work has been made public by the Client. Nothing contained herein shall limit Company’s such right.

Article 5 – NONEXCLUSIVITY:
Client and Company hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. Company shall be free to continue working for and taking on new clients, without regard to Client. The Company does not need Client approval for any such work. The client is also free to hire additional similar services for any of Client’s work and does not need Company’s approval to do so.

Article 6 – CONFIDENTIALITY:
a. The Client agrees to not divulge, disclose, or communicate in any manner, any information that is proprietary to Summit Horizon Solutions including financial information to anyone that has not be explicitly indicated in writing by the Company’s ownership. This includes giving information to employees, agents, or representatives of Summit Horizon Solutions regarding invoices, payments, and refunds between Summit Horizon Solutions and the Client. Any financial information must be kept confidential and strictly communicated only to and with the owners of Summit Horizon Solutions.
b. Summit Horizon Solutions, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Summit Horizon Solutions, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Summit Horizon Solutions and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Client of these confidentiality obligations which allows Summit Horizon Solutions to disclose Client’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

Article 7 – WARRANTY:
Summit Horizon Solutions shall provide its services and meet its obligations under this Master Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Summit Horizon Solutions’ community and region and will provide a standard of care equal to, or superior to, care used by service providers similar to Summit Horizon Solutions on similar projects.

Article 8 – INVOICES:
The Company will electronically invoice the Client the amount outlined in the Service Proposal on a weekly or monthly basis depending on the Client’s preference. The Client agrees to pay the amount owed within 7 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.

Article 9 – PAYMENT:
Under this agreement, the Client agrees to pay the total amount as outlined in the Service Proposal in one lump sum payment or broken down into weekly payments; which is also the representation of the total agreement value. This payment shall be made upfront for the services to be provided. The first payment shall be due within 7 days of the effective date of this contract. Continued payments will be due each week thereafter until the contract reaches its expiration date or is canceled under the terms specified in Article 10 of this agreement or new terms are arranged and agreed by both parties, signed addendums detailing the new arrangement must be attached to this agreement. The Client must remit each payment via ACH, or Online Payment Portal provided by the Company within 5 days of the monthly renewal date until the contract is canceled.

Article 10 – TERM AND OPTION TO CANCEL:
Effective as of the date of signing by the second party (the “effective date”), the initial term (“Initial Term”) of this contract will be for the total amount as outlined in the Service Proposal. If Summit Horizon Solutions continues to provide service after this agreement expires the parties agree that their relationship will continue to be governed by this agreement, and this agreement will continue to automatically renew each month thereafter unless one of the following occurs: 1. The client notifies Summit Horizon Solutions before the monthly renewal date of the effective date of the contract, in writing by email to info@SummitHorizonSolutions.com, of the client’s intention to cancel the contract or prevent the renewal of the contract; or 2. The prospect list is exhausted and neither the client nor Summit Horizon Solutions are able or willing to generate a new prospect list. If and when a party becomes aware of their inability or unwillingness to generate a fresh list of prospective contacts, both parties are obligated to inform the other of the non-renewal of this contract by email no later than two business days of that discovery.

Article 11 – REMEDIES:
In addition to any and all other rights, a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 7 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

Article 12 – FORCE MAJEURE:
If the performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

Article 13 – DISPUTE RESOLUTION:
The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

Article 14 – SEVERABILITY:
If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

Article 15 – INDEMNIFICATION:
Client agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, subcontractors, agents, and their respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind, including attorneys fees and other costs of litigation, incurred by the Indemnitees in connection with any claims, suits, actions, demands, or judgments arising out of this Agreement including, but not limited to, actions in the form of intellectual property infringement, tort, warranty, negligence, or strict liability.

Article 16 – AMENDMENT:
This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

Article 17 – GOVERNING LAW:
This Contract shall be construed in accordance with the laws of the State of California.

Article 18 – NOTICE:
Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph, or by email.

All physical mail must be sent to:
P.O. Box 13508
San Diego, CA 92170

If notice is sent by email, client agrees to send notice to Summit Horizon Solutions at info@SummitHorizonSolutions.com. Likewise, if notice is sent by Summit Horizon Solutions to the client, the contact email address on file will be used to communicate such notice.

Article 19 – WAIVER OF CONTRACTUAL RIGHT:
The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract.

Article 20 – ATTORNEY’S FEES TO PREVAILING PARTY:
In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.

Article 21 – CONSTRUCTION AND INTERPRETATION:
The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

Article 22 – HEADINGS:
Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

Article 23 – ENTIRE AGREEMENT:
This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

 

The Client agrees to these terms of service by electronically signing the Service Proposal. 

 

CHANGES TO TERMS of SERVICE

Summit Horizon Solutions reserves the right, in its sole discretion, to change the Terms of Service. The most current version of these terms will supersede all previous versions. Summit Horizon Solutions encourages you to periodically review the Terms of Service to stay informed of our updates.

 

OTHER LEGAL INFORMATION

PRIVACY. Your use of www.summithorizonsolutions.com is subject to Summit Horizon Solutions’ Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices. Such policy can be found at www.summithorizonsolutions.com/privacy-policy.

WEBSITE TERMS & CONDITIONS. Our terms for using our website properties can be found at www.summithorizonsolutions.com/terms-condition

 

CONTACT US

Summit Horizon Solutions welcomes your questions or comments regarding the Terms of Service:

Summit Horizon Solutions, LLC.
P.O. Box 13508
San Diego, CA 92170

Customer Service Email Address:
info@summithorizonsolutions.com

Customer Service Telephone number:
855-832-6747 Option 9

 

Effective as of January 01, 2021