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AnswerFront Service Agreement 

This Service Agreement ("Agreement") is made and entered into as of [DATE] by and between AnswerFront, a Wyoming corporation, with its principal place of business at 21 S 11th St, #530, Philadelphia, PA ("AnswerFront"), and [CLIENT NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] ("Client").

WHEREAS, AnswerFront provides virtual receptionist and telephone answering services; and

WHEREAS, Client desires to utilize AnswerFront's services for its business;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Services

1.1 AnswerFront shall provide Client with the following services (the "Services"):

  • Live Answering Service: AnswerFront shall answer incoming calls to Client's designated telephone number(s) during the agreed-upon hours of operation.
  • Customized Greeting: AnswerFront shall answer calls using a customized greeting provided by Client.
  • Call Screening: AnswerFront shall screen calls based on Client's instructions.
  • Message Taking: AnswerFront shall take messages for Client and deliver them according to Client's preferred method (e.g., email, text message).
  • Appointment Scheduling: AnswerFront shall schedule appointments for Client according to Client's availability and instructions.
  • Lead Capture: AnswerFront shall collect basic information from potential leads and provide this information to Client.
  • Bilingual Support: AnswerFront will provide answering services in [Specify Languages] in addition to English.
  • CRM Integration: AnswerFront will integrate its services with Client's designated Customer Relationship Management (CRM) system to streamline lead capture, appointment scheduling, and communication workflows.

1.2 AnswerFront shall perform the Services in a professional and workmanlike manner, using commercially reasonable skill, care, and diligence to meet Client's requirements as outlined in this Agreement and any accompanying service specifications or instructions provided by Client. AnswerFront shall comply with all applicable laws and regulations in performing the Services. However, AnswerFront does not guarantee specific results or outcomes from the Services and shall not be liable for any failure to achieve Client's desired outcomes unless such failure is directly caused by AnswerFront's breach of this Agreement.

2. Client Responsibilities

2.1 Provision of Information. Client shall provide AnswerFront with accurate, complete, and up-to-date information necessary for AnswerFront to perform the Services effectively and in accordance with Client's instructions. This information shall include, but is not limited to:

  1. Designated Telephone Number(s): The specific telephone number(s) to which AnswerFront shall answer incoming calls. Client is solely responsible for ensuring that all designated telephone lines are properly functioning and accessible by AnswerFront during the agreed-upon hours of operation.
  2. Customized Greeting Script: The precise wording of the greeting AnswerFront shall use when answering calls on Client's behalf. Client represents and warrants that the content of any greeting script provided to AnswerFront does not infringe upon the intellectual property rights of any third party.
  3. Call Screening Instructions: Detailed and unambiguous instructions regarding how AnswerFront shall screen incoming calls, including criteria for determining which calls to transfer, which calls to take messages for, and which calls to decline.
  4. Appointment Scheduling Preferences: Complete and accurate information regarding Client's availability for appointments, including preferred scheduling methods, appointment durations, and any specific instructions or requirements related to appointment scheduling.
  5. Lead Capture Information Fields: A clear and comprehensive list of information fields that AnswerFront shall collect from potential leads, along with instructions on how to handle and store such information. Client is responsible for ensuring that the collection and use of lead information complies with all applicable data privacy laws and regulations.
  6. [Optional: Other Requirements]: Any other information, materials, or access credentials reasonably required by AnswerFront to perform the Services, as mutually agreed upon by the parties in writing.

2.2 Accuracy and Updates. Client shall promptly notify AnswerFront of any changes to the information provided under Section 2.1. Client acknowledges and agrees that AnswerFront's ability to perform the Services effectively is contingent upon receiving accurate and timely information from Client.

2.3 Compliance with Laws. Client shall be solely responsible for complying with all applicable laws, rules, and regulations in connection with its use of the Services, including but not limited to data privacy laws, telemarketing regulations, and consumer protection laws.

2.4 Content Responsibility. Client is solely responsible for the content and legality of any greetings, scripts, instructions, or other materials provided to AnswerFront. AnswerFront shall have no liability for any claims arising from or related to the content of such materials.

3. Fees and Payment

3.1 Fees. Client shall pay AnswerFront the fees set forth in the applicable pricing plan selected by Client (the "Fees"). The Fees are exclusive of any applicable taxes, levies, or duties imposed by any governmental authority. AnswerFront reserves the right to adjust the Fees upon [NUMBER] days prior written notice to Client. Such notice may be provided via email to the address on file for Client. Continued use of the Services following the effective date of a Fee adjustment shall constitute Client's acceptance of the new Fees.

3.2 Payment Terms.

  • Recurring Monthly Fees: All recurring monthly Fees shall be paid in advance by Client via automatic electronic payment. The first payment will be processed on the date the Services commence, and subsequent payments will be processed on the same calendar date each month thereafter.
  • Prorated First Month: If the Services commence on a day other than the first of the month, the initial monthly Fee will be prorated based on the number of days remaining in that month.
  • Payment Information: Client shall provide AnswerFront with valid and up-to-date payment information (e.g., credit card, bank account) for automatic payment processing. Client shall promptly notify AnswerFront of any changes to payment information.

3.3 Overages and Additional Services. Any charges for overage minutes, additional features, or other services not included in the selected pricing plan shall be invoiced to Client on a monthly basis. Client shall pay all invoices within ten (10) business days of the invoice date.

3.4 Late Payments. Any payment not received within ten (10) business days of the invoice date shall be considered overdue. AnswerFront, at its sole discretion, may assess a late payment fee of 1.5% of the overdue amount per month, or the maximum amount permitted by law, whichever is lower. In the event of overdue payments, AnswerFront reserves the right to suspend the Services until all outstanding amounts are paid in full.

3.5 Suspension for Non-Payment. AnswerFront shall provide Client with 2 days prior written notice of any intended suspension of Services for non-payment. Such notice shall be deemed given upon transmission via email to the email address on file for Client.

3.6 Reasonable Cooperation. AnswerFront recognizes that unforeseen circumstances may arise that affect a Client's ability to make timely payments. Client agrees to promptly communicate any potential payment issues with AnswerFront. AnswerFront, in its sole discretion, may agree to work with Client on a temporary payment plan. However, such cooperation does not constitute a waiver of AnswerFront's rights under this Agreement.

3.7 Disputed Invoices. Any disputes regarding an invoice must be submitted to AnswerFront in writing within five (5) business days of the invoice date. Failure to submit a timely dispute waives Client's right to contest the invoice. AnswerFront will review all disputed invoices in good faith and attempt to resolve the dispute with Client within a reasonable timeframe.

4. Term and Termination

4.1 This Agreement begins on the Effective Date and continues for an initial period of thirty (30) days (the "Initial Term").

4.2 After the Initial Term, this Agreement automatically renews for successive thirty (30) day periods (each a "Renewal Term") unless either party provides written notice of termination at least ten (10) business days before the end of the current term.

4.3 How Clients Can Cancel: You can cancel this Agreement at any time by giving AnswerFront written notice at least ten (10) business days before your next billing date. You can send your notice via email to care@answerfront.com or by calling 1-844-237-50884. Cancellation will be effective at the end of your current billing cycle.

4.4 AnswerFront's Right to Cancel: AnswerFront may cancel this Agreement at any time, for any reason, by giving you written notice. We may deliver this notice via email, through our online platform, or by any other reasonable method.

4.5 Termination for Breach: Either party can immediately terminate this Agreement by giving written notice if the other party:

  • Seriously violates this Agreement and doesn't fix the problem within ten (10) business days after receiving written notice of the violation.
  • Becomes insolvent, files for bankruptcy, or goes out of business.

4.6 Termination for Specific Reasons: Even if other parts of this Agreement say something different, AnswerFront has the right to immediately end this Agreement or stop providing Services if:

  • We suspect that you or someone calling you through our Services is involved in fraudulent or illegal activity, like fake bookings, spam calls, or harassment.
  • You or someone calling you through our Services is abusive, disrespectful, or inappropriate to our staff.
  • We decide, at our own discretion, that our Services are not a good fit for your business or purposes.
  • You don't pay an invoice within ten (10) business days of the invoice date.

4.7 What Happens When the Agreement Ends: If this Agreement ends, for any reason:

  • You must pay AnswerFront any unpaid Fees that you owe up to the termination date.
  • You must stop using AnswerFront's Services and any related software or materials.
  • AnswerFront will return any confidential information we have about you (as defined in Section 5), unless we are legally required to keep it.

5. Confidentiality

5.1 Confidential Information. Each party agrees to hold confidential all information received from the other party pursuant to this Agreement ("Confidential Information"). Confidential Information includes, but is not limited to:

  • AnswerFront's Confidential Information: AnswerFront's pricing, business strategies, internal processes, software, technology, trade secrets, and any other non-public information disclosed to Client.
  • Client's Confidential Information: Client's business information, financial data, customer lists, proprietary processes, and any other information designated by Client as confidential.

5.2 Exclusions from Confidentiality. Confidential Information does not include information that:

  • Was already known to the receiving party prior to disclosure by the disclosing party.
  • Is or becomes publicly available through no fault of the receiving party.
  • Is rightfully obtained by the receiving party from a third party without restriction on disclosure.
  • Is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5.3 Use of Confidential Information. Each party shall only use Confidential Information for the purposes of performing its obligations under this Agreement and shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

5.4 Unsolicited Submissions. Client agrees not to send or provide any unsolicited data, reports, studies, ideas, works, materials, proposals, suggestions, content, or the like ("Unsolicited Submissions") to AnswerFront in any form.

  • If, despite this request, Client submits Unsolicited Submissions, they shall automatically become the property of AnswerFront without any compensation to Client.
  • AnswerFront is under no obligation to review, consider, or use Unsolicited Submissions.
  • AnswerFront may use or redistribute the Unsolicited Submissions and their contents for any purpose and in any way.
  • AnswerFront is not obligated to keep any Unsolicited Submissions confidential.

5.5 Client Account Security. Client is responsible for maintaining the confidentiality of its account login credentials, including username and password, provided by AnswerFront. Client is responsible for all activities that occur under its account.

  • Client shall notify AnswerFront immediately of any unauthorized access to or use of its account.
  • AnswerFront reserves the right to disable any user account at any time for any reason, including suspected security breaches or violations of this Agreement.

5.6 Proprietary Rights. Client acknowledges that AnswerFront owns all right, title, and interest in and to its Services, software, technology, and any associated intellectual property rights. This Agreement does not grant Client any license or ownership rights to AnswerFront's intellectual property.

5.7 Injunctive Relief. Client acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to AnswerFront for which monetary damages would be inadequate. Therefore, AnswerFront shall be entitled to seek injunctive relief to prevent or restrain any such unauthorized disclosure or use, in addition to any other remedies available at law or equity.

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6. Disclaimer of Warranties

6.1 Limited Warranty. AnswerFront warrants that it will perform the Services in a professional and workmanlike manner, using commercially reasonable skill, care, and diligence. AnswerFront further warrants that it has the right and authority to provide the Services under this Agreement.

6.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, ANSWERFRONT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO:

  • Implied Warranties of Merchantability: AnswerFront does not warrant that the Services are merchantable or fit for the ordinary purposes for which such services are used.
  • Implied Warranties of Fitness for a Particular Purpose: AnswerFront does not warrant that the Services will meet Client's specific requirements or achieve Client's desired outcomes.
  • Implied Warranties of Non-Infringement: AnswerFront does not warrant that the Services will not infringe upon the intellectual property rights of any third party.
  • Warranties Arising from Course of Dealing or Usage of Trade: AnswerFront disclaims any warranties that may arise from a course of dealing or usage of trade.

6.3 No Other Warranties. No employee, agent, or representative of AnswerFront is authorized to make any additional warranties or representations regarding the Services. Any such purported warranties or representations are null and void.

6.4 Assumption of Risk. Client acknowledges that the use of the Services involves inherent risks and uncertainties, including but not limited to potential disruptions in service, technical malfunctions, and human error. Client assumes all such risks associated with the use of the Services.

Explanation of Changes:

  • Explicit Limited Warranty: Clearly defines the specific warranty provided by AnswerFront, emphasizing its limitations.
  • Comprehensive Disclaimer: Explicitly disclaims all other warranties, both express and implied, using clear and legally recognized language.
  • Specific Disclaimers: Provides separate disclaimers for common implied warranties to avoid ambiguity.
  • No Other Warranties: Prevents employees or agents from inadvertently expanding the warranty.
  • Assumption of Risk: Shifts some responsibility to the Client for acknowledging inherent risks in using the Services.

7. Limitation of Liability

7.1 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL ANSWERFRONT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY BREACH HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ANSWERFRONT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES RESULTING FROM:

  • Loss of profits, revenue, or business opportunities
  • Loss of data or information
  • Business interruption
  • Damage to reputation or goodwill
  • Any other indirect or consequential loss

7.2 Cap on Liability. ANSWERFRONT'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY BREACH HEREOF, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO ANSWERFRONT FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

7.3 Essential Purpose. Client acknowledges and agrees that the limitations of liability set forth in this Section 7 are essential elements of this Agreement and reflect an allocation of risk between the parties. The Fees charged by AnswerFront for the Services would be substantially higher without these limitations of liability.

Explanation of Enhancements:

  • Expanded Scope: The exclusion of consequential and related damages is more broadly worded to cover all potential forms of loss, including those not specifically listed.
  • Explicit Listing of Excluded Damages: Provides specific examples of common consequential damages to reinforce the exclusion.
  • Aggregate Liability Cap: Clarifies that the liability cap applies to all claims combined, not just individual claims.
  • Essential Purpose: This provision underscores the importance of the limitation of liability clause and its role in the overall pricing structure.
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