B2B Service Agreement
This B2B Service Agreement (the "Agreement") is entered into as of the day of 01 st September 2024 (the "Signing Date") to 01st October 2025 (the "Effective Date"), by and between:
RECITALS
WHEREAS,
Call Center A specializes in providing call center services including but not
limited to inbound and outbound support, and
WHEREAS,
Call Center B desires to utilize the services of Call Center A to enhance its
service offerings and manage specific client requirements,
NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, the parties agree as follows:
1. SERVICES
1.1 Scope of Services: Call Center A agrees to provide the following services to Call Center B (the "Services"):
- Inbound & Outbound cold calling
projects form best clients. As well as some other projects.
- Janitorial, MCA, Solar, Airduct and so on
campaigns will be on priority.
- other products will be added soon.
-
Agent Hiring , Training etc
Call Center B agrees to provide the following
services to Call Center A (the "Services"):
and other facilities.
- Facility and other services.
- Complete the task by the agreement done at the start of that
particular task.
1.2 Service Levels: Call Center A agrees to
meet the service levels and performance metrics outlined in Exhibit A attached
hereto.
2. TERM AND TERMINATION
2.1 Term: This Agreement shall commence on the Effective Date and remain in effect for 12 months, unless terminated earlier in accordance with this Agreement.
2.2 Termination for Convenience: Either party may terminate this Agreement for any reason with 30 days' prior written notice.
2.3 Termination for Cause:
Either party may terminate this Agreement immediately upon written notice if
the other party breaches any material term and fails to cure such breach within
15 days after receipt of notice.
3. COMPENSATION
3.1 Fees: Call Center A shall pay Call Center
B for the Services as follows:
- Payment will be counted as hourly From
minimum 1$ to maximum.
- Payment Cycle will be Monthly.
3.2 Reimbursable Expenses: Call Center B shall reimburse Call Center A for pre-approved out-of-pocket expenses incurred in providing the Services.
4. CONFIDENTIALITY
4.1 Confidential Information: Each party agrees to maintain the confidentiality of all proprietary or confidential information disclosed by the other party during the term of this Agreement and to use such information solely for the purposes of this Agreement.
4.2 Return of Confidential Information: Upon termination or expiration of this Agreement, each party shall promptly return or destroy all confidential information of the other party.
5. INTELLECTUAL PROPERTY
5.1 Ownership: All
intellectual property rights in any materials or work products created by Call
Center A in the performance of the Services shall be owned by Call Center A.
Call Center B shall have a non-exclusive, non-transferable license to use such
materials solely for its intended purpose.
6. INDEMNIFICATION
6.1 Indemnification by Call Center A: Call Center A agrees to indemnify, defend, and hold
harmless Call Center B from any claims, damages, liabilities, or expenses
arising from Call Center A’s performance of the Services, except those arising
from Call Center B’s own negligence or misconduct.
6.2 Indemnification by Call Center B: Call Center B agrees to indemnify, defend, and hold
harmless Call Center A from any claims, damages, liabilities, or expenses
arising from Call Center B’s use of the Services, except those arising from
Call Center A’s own negligence or misconduct.
7. LIMITATION OF LIABILITY
7.1 Exclusion of Damages: Neither party shall be liable for any indirect, incidental, consequential, or punitive damages arising from this Agreement.
7.2 Cap on Liability: Each
party’s total liability under this Agreement shall be limited to the total
amount paid by Call Center B to Call Center A for the Services during the
[number of months, e.g., 12] months preceding the claim.
8. GENERAL PROVISIONS
8.1 Entire Agreement: This Agreement, including its Exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings regarding its subject matter.
8.2 Amendments: This Agreement may only be amended or modified through a written document signed by both parties.
8.3 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of Bangladesh, without regard to its conflict of laws principles.
8.4 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through meeting of both parties in a Meeting, in accordance with the rules of Valocita infosys and Divinut Business Resources by laws.
8.5 Notices: All
notices required or permitted under this Agreement shall be in writing and
delivered to the addresses listed above.
IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the Effective
Date.
The Divinut Ltd. elocita Infosys Ltd.
______________________
_______________________
Syed Rifat Hossain Monirul Islam Shohagh
CEO CEO
Date:31/08/2024 Date : 31/08/2024
