Terms Of Service
TERMS OF SERVICE
By entering into Agreement and continuing Service thereafter, the Purchaser of such Services
agrees to the following Terms and Conditions:
1.0 DEFINITIONS
The following terminology applies to these Terms of Service, Privacy Statement and Disclaimer
Notice and any or all Agreements: “Terms of Service” refers to all general and special
arrangements, provisions, requirements, rules, specifications, and standards that form an
integral part of the Agreement or contract, which one must agree to abide by in order to use
Service. “Service” refers to inbound or outbound telephone answering services, call center
services, or any related service that Dspro Answering Service has agreed to provide under an
applicable Services Agreement. “Purchaser” refers to you, the person or company receiving the
Service and accepting Dspro Service’s Terms of Service. “Dspro Answering Service” refers to
Dspro Answering Service, Inc., a Delaware Corporation. “Party” or “Parties” refers to both the
Purchaser and Dspro Answering Service, or either the Purchaser or Dspro Answering
Service. “Agreement” refers to the Agreement and any applicable addendums, amendments,
including these Terms of Service, or Business Associate Agreements attached thereto or
included therewith. Any use of the above terminology or other words in the singular, plural,
capitalization, on in their respective pronoun form are taken as interchangeable and therefore as
referring to same.
2.0 SERVICES
Dspro Answering Service intends to provide Service pursuant to Agreement. Dspro Answering
Service is to provide Services pursuant to Purchaser preferences and Purchaser agrees to those
Services in accordance with these Terms of Service of the Agreement. Dspro Answering Service
cannot control failures in telephone, electric service, or other matters beyond its control and
shall not be responsible to Purchaser for interruptions of Service caused by matters beyond
Dspro Answering Service’s control. For training and quality control purposes Dspro Answering
Service may record and retain copies of audio recordings of our calls for up to 60
days. Electronic copies of messages are maintained for up to 90 days.
3.0 BILLING
3.1 INVOICING
Dspro Answering Service generates invoices on a Seven to twenty-eight (28) day billing
cycle. Base Rate, Base Service Fee, or any other flat-rate cycle recurring charge is due in
advance. Any overage minutes or quantity-based Services are billed in arrears the following
cycle. All calls are measured in sixty (60) second billing increments and calls have a minimum of
sixty (60) seconds. Time of call is measured from connect to disconnect time as recorded by
Dspro Answering Service’s call-handling or phone bank exchange systems. Charges include all
inbound and outbound actions, programming or account management time, or their associated
minutes. Unless specifically negotiated and agreed to by both parties, invoices will be
generated every twenty-eight (28) days and invoice terms are twenty-eight (28) days from date
of invoice. A charge may be applied for all invoice delivery made via postal mail service; email
invoice delivery is made free of charge. Dspro Answering Service recognizes the following as
holidays: New Year’s Eve Day, New Year’s Day, Easter Sunday, Memorial Day, Fourth of July,
Labor Day, Thanksgiving, Christmas Eve Day and Christmas Day. Pursuant to the terms of your
Agreement, Dspro Answering Service reserves the right to charge an increased rate for minute
usage on a holiday or a flat-rate fee per holiday occurrence. Dspro Answering Service at its sole
discretion reserves the right to increase the rates for Service listed in the Agreement.
3.2 PAYMENTS
Payments must be in possession of Dspro Answering Service on or before their due date. Dspro
Answering Service reserves the right to require payment outside of a regular billing cycle. If
charges due are not paid within twenty-seven (27) days of the invoice date, a late fee according
to the terms of the Service Agreement is applied to the balance. Dspro Answering Service may
assess the maximum fee, as permitted by the state, fee for each returned check to cover bank
fees. Accounts fifty-six (56) days past due may be shut off for non-payment without notice to
Purchaser. Accounts that are shut off for non-payment may be sent to a collection agency and
Dspro Answering Service may assess the maximum fee, as permitted by the state, to be added
to the total due for their fees. Purchaser agrees to send Southwest Answering Service written
notice of any dispute within twenty-eight (28) days of their statement date, or the statement and
the charges on the invoice may be deemed payable in full. Partial payment of any bill will be
applied to the Purchaser’s outstanding charges in amounts and proportions solely determined
by Dspro Answering Service. No acceptance of partial payment(s) by Dspro Answering Service
shall constitute a waiver of any rights to collect the full balance owed under the Agreement.
4.0 AUTHORIZATIONS
All Services Dspro Answering Service provides are subject to the approval of Dspro Answering
Service. Dspro Answering Service reserves the right to request a letter of credit from Purchaser’s
bank or financial institution and/or security deposits to ensure Purchaser’s account remains in
good standing. Purchaser responsibility for payment to Dspro Answering Service for all charges
and Services rendered shall survive any termination of this agreement for whatever reason.
Purchaser hereby represents and warrants that they are authorized to provide Dspro Answering
Service authorization to contact phone numbers provided by Purchaser and distribute the
content of those transmissions to the phone numbers provided by Purchaser in accordance with
state and federal law and regulation.
5.0 TERM AND TERMINATION
The agreement shall run for an initial term of eighty-four (84) days from the activation of
Purchaser Services. Following the initial term, the agreement shall be on a billing cycle-to-
billing cycle renewal basis and shall continue unless cancelled by either party upon twenty-
eighty (28) days written notice. Dspro Answering Service will not issue a refund for Service
deemed to have begun and is, for all intents and purposes, underway. Dspro Answering Service
reserves the right to cancel or suspend any Service, to any Purchaser, at any time, without prior
notification if said Purchaser displays abusive behavior toward any employee.
6.0 REGARDING ERRORS
Purchaser agrees that, due to the nature of oral communications, Dspro Answering Service shall
not be held responsible in any manner for accuracy in receiving and transmitting
communications under this Agreement. Dspro Answering Service makes no guarantee that it
will be equipped to handle unexpected increases in call volume. Dspro Answering Service does
not guarantee that its Service is error free, information will be transmitted without delays, the
security of information carried over any telecommunication medium, or that data will remain
uncorrupted and otherwise intact. To the extent required by law, Dspro Answering Service will
make all reasonable efforts to provide secure Service to its customers. If any error occurs where
Purchaser believes Dspro Answering Service was not providing appropriate Services which
resulted in error in message reception or transmission, it is Purchaser responsibility to inform
Dspro Answering Service, within twenty-eighty (28) days following such reception or
transmission in writing. Any credit for such errors in transmission or reception shall be at the
discretion of Dspro Answering Service and any credit offered on Purchaser’s account will be
applied to Purchaser’s account and any forthcoming invoices. Credit for Southwest Answering
Service’s actual charges shall be Purchaser’s sole remedy. If Dspro Answering Service assumes
responsibility, it shall only assume responsibility for direct damages and not for any indirect
damages (including loss of profits, loss of business, loss of revenue, loss of property) for any
cause of action. The liability of Dspro Answering Service, arising out of mistakes, omission,
interruptions, delays, errors or equipment failures occurring while furnishing Service, shall not
exceed the amount charged to the subscriber for the single, twenty-eighty (28) day billing
period of Service during which such mistake, omission, interruption, delay, error or equipment
failure occurs.
7.0 PRIVACY
Dspro Answering Service is committed to protecting your privacy and the privacy of your
data. Authorized employees within the company on a need-to-know basis only use any
information collected from individual customers to the minimum extent necessary to provide
Services under the Agreement, and only as permitted by law.
8.0 CONFIDENTIALITY
Each party agrees that it will not permit the duplication, use, or disclosure of any confidential
information including reports and summaries of activities of the parties, person or entity unless
written consent has been obtained from the other party. Confidential information shall not
include information that is generally known by the public and any competitors of either party or
is required to be publicly disclosed by law, regulation or other acts of governmental authority.
9.0 OTHER
9.1 REVISIONS
Dspro Answering Service may change or modify the Agreement, including these Terms of
Service, and any related policies from time to time (“Revisions”) by posting such Revisions here
or at www.dspro.io The Revisions are effective twenty-eight (28) days from the first day of the
start of the next billing cycle following the posting to the Website. Purchaser will receive notice
of the Revisions with or on the next applicable invoice. Purchaser shall have twenty-eight (28)
calendar days from the invoice notice of such Revisions to provide Southwest Answering
Service with written notice that the Revisions adversely affect Purchaser’s use of the
Service(s). If after notice Dspro Answering Service can verify such adverse effect but is unable
to reasonably mitigate the Revision’s impact on such Services, then Purchaser may terminate
the impacted Service(s) without further obligation to Dspro Answering Service beyond the
termination date. This shall be Purchaser’s sole and exclusive remedy. Failure to respond timely
to notice of Revision shall be construed as acceptance of the Revisions and Purchaser will be
responsible for the Terms of Service from the effective date forward.
9.2 DISPUTE RESOLUTION
This agreement shall be governed by and interpreted in accordance with the laws of the
jurisdiction of the State of Delaware, without regard to the principles of conflict of laws there
under. If Dspro Answering Service initiates legal proceedings to collect any amount owed to
Dspro Answering Service and the courts or verdict rules in favor of Dspro Answering Service,
Purchaser agrees to pay a reasonable amount of Dspro Answering Service’s attorney fees and
subsequent court costs associated with any judicial proceedings or appeals. In accordance with
this agreement, Purchaser waives all rights to a jury trial. In the event of legal action, Purchaser
agrees the location of the venue will be in any state or federal court which has jurisdiction over
business dealings and actions performed in the State of Delaware.
9.3 WAIVER
No failure by either Party to enforce any right(s) hereunder shall constitute a waiver of such
right(s). The Agreement may be executed in counterpart copies.
9.4 ENTIRE UNDERSTANDING
The Agreement constitutes the entire understanding of the Parties related to the subject matter
hereof. The Agreement supersedes all prior agreements, proposals, representations,
statements, or understandings, whether written or oral, concerning the Services or the Parties’
rights or obligations relating to Services. Any prior representations, promises, inducements, or
statements of intent regarding the Services that are not embodied in the Agreement are of no
effect.