SERVICE AGREEMENT CONTRACT

SERVICE AGREEMENT CONTRACT

This Service Agreement (the “Agreement”) is entered into on [Effective Date] between XXX, a company with its principal place of business at XXXX, hereinafter referred to as the “Provider,” and [Client’s Legal Name], a company registered at [Client’s Address], hereinafter referred to as the “Client.” This Agreement shall be effective as of [Effective Date].

RECITALS

WHEREAS, XXX is a company specializing in providing tailored customer support solutions to businesses worldwide, with a commitment to clear and professional partnerships through well-structured service agreement contracts;

WHEREAS, XXXX currently serves clients in the UK and seeks to extend its services to include clients in the USA;

WHEREAS, [Client’s Legal Name] is a company registered at [Client’s Address], engaged in [Client’s Business Activity];

WHEREAS, [Client’s Legal Name] is interested in availing the customer support services offered by XXX;

WHEREAS, the parties intend to enter into a service agreement to outline the terms and conditions governing the provision of services by XXX to [Client’s Legal Name];

NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties agree as follows:

Term of the Agreement:
- Trial Phase: The initial term of this Agreement shall consist of a 1-month trial phase (“Trial Phase”) commencing on [Trial Phase Start Date]. During the Trial Phase, the Provider shall make available to the Client dedicated candidates for roles mutually agreed upon. The Client shall remit a non-refundable deposit equal to 50% of the 1-month subscription fee based on the chosen advisor tier:
  - Tier 1 Advisor: $2,450 1.1.2.
  - Tier 2 Advisor: $2,750
- Contract Term: Upon successful completion of the Trial Phase and upon mutual satisfaction, the Agreement will automatically extend to a 1-year term (“Contract Term”). The Contract Term shall commence on [Contract Term Start Date] and shall continue for a period of 12 months. Thereafter, the Agreement shall be subject to mutual renewal annually.
Dispute Resolution Mechanism:
- In the event of any dispute, claim, question, or disagreement arising out of or in connection with this Agreement, both parties shall first attempt in good faith to resolve the matter through amicable discussions within 14 days of written notice.
- Mediation: If amicable discussions fail, the parties shall engage in non-binding mediation. A mediator shall be jointly selected, and the costs shall be shared equally between the parties. The mediation shall be conducted in [Location of Mediation]. If mediation is unsuccessful, either party may pursue legal remedies.
Termination of the Agreement:
- This Agreement may be terminated under the following circumstances:
  - Breach of contract by either party
  - Misuse of provided employees
  - Lack of communication or cooperation materially impacting project progress
  - Unreasonable demands exceeding the agreed scope
  - Scope creep without proper agreement and compensation adjustment
  - Financial issues or instability on the part of the Client
  - Legal or regulatory issues materially affecting project feasibility or execution

Payment Terms:
- Upfront Payment:
  - Upon signing this Agreement, the Client agrees to make an upfront retainer/deposit equal to 50% of the subscription fee based on the chosen advisor tier.
  - This deposit is payable before the commencement of services and serves to secure the commitment of both parties and cover initial costs.
- Trial Phase Payment:
  - Following the successful completion of the Trial Phase, the Client agrees to remit the remaining 50% of the subscription fee for the initial month within [Number] days of the Trial Phase completion.
- Recurring Payments:
  - For the subsequent Contract Term, the Client agrees to make recurring monthly payments of the subscription fee on or before the [Day] day of each month.

Intellectual Property Protection:
- Provider acknowledges and agrees that the intellectual property to be protected under this Agreement includes the trademark of XXXX and any copyrights associated with the business.
Advisor Selection Process:
- Selection Criteria: New clients can select advisors through a 5-minute video introduction and any pre-qualification tests needed for their business.
- Candidate Shortlisting: For 1 advisor, shortlist to 3 candidates; for 2 advisors, shortlist to 4 candidates; for 3+ advisors, shortlist to a maximum of 5 additional candidates.
- Alignment with Job Description: Selected candidates closely match the job description and client’s requirements.
Client Responsibilities and Process Details:
- Training and Communication: The client is responsible for training and informing the advisors about their products/services.
- Additional Training: Clients are responsible for uptraining and upskilling advisors for any additional tasks agreed upon.
- Client Success Manager: Each client is assigned a Client Success Manager who co-manages advisors and conducts weekly coaching and check-ins to ensure productivity and task execution.
- Scalability: Clients can request additional advisors as their business grows; new candidates will be selected accordingly.
Overtime Compensation:
- Billing for Overtime: Overtime completed by advisors is billed at time and a half the monthly service cost per advisor.
- Additional Time Compensation: Approved additional time is paid at the agreed-upon service charge.
Communication and Tools:
- Communication Platforms: All communication is conducted through platforms like Zoom, Google Meet, Slack, Teams, and Discord.
- Access to Tools: Partners provide access to tools/services required by advisors.
- Activity Tracking: An activity tracking system monitors advisor productivity, accessible through the Client Success Manager.
Scheduling and Changes:
- Advance Communication: Any schedule changes for advisors should be communicated in advance for smooth operations.
Incentives:
- Advisors receive client-provided incentives based on the client’s internal policy or procedure.
Holiday Compensation:
- Holiday Work Compensation: For Universal holidays (e.g., New Year’s Day, Christmas, Thanksgiving), if advisors work, the client pays double the normal day rate.
- Flexible Holiday Arrangements: Clients can offer holidays off or choose specific advisors to cover shifts to reduce costs for the day.
Payment Details:
- Payment Schedule: Payments for XXX services should be made between the 1st and 5th of each month.
- Approved Payment Methods: Payments are only approved to be made directly to Kare2Go’s Payoneer account or the CEO’s Payoneer account.
Governing Law:
- This Agreement shall be governed by and construed in accordance with the laws of Jamaica. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Jamaica.
Entire Agreement:
- This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and representations.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

Provider: XXX

By: ____________________________

Name: XXX [Last Name]

Title: CEO and Founder Date: ____________________________

Client: [Client’s Legal Name]

By: ____________________________

Name: [Client’s Full Name]

Title: [Client’s Title] Date: ____________________________

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