Virtual Receptionist Answering Services Agency Agreement

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Virtual Receptionist Answering Services Agency Agreement

Last Update: April 10, 2013

This Answering Services Agreement (“Agreement”) is by and between Infrastrategy, L.L.C. d/b/a Total Attorneys (“TA”) and (“Customer”). By indicating acceptance in writing, online or making any purchase, Customer accepts and agrees to be bound by the terms of this Agreement.

1. Responsibilities. TA will: (i) secure a phone number (“#”) for Customer and answer customer calls (“CC”) following Customer’s script; (ii) provide the “Services” described in section 2. Customer will: (i) provide to TA the script(s) and directions Customer would like TA to follow for CCs; (ii) activate forwarding options when Customer wants calls to be directed to TA. Customer also agrees to the Software Platform (the “Software”) End User License Agreement located above.

2. Fees. TA will charge Customer’s credit card for $199 for the initial standard Block (defined below). Thereafter, Customer’s credit card will be charged by TA $199 in advance each time 50 calls (a “Block”) is used up. The standard Block includes taking messages, call forwarding/hot transfers, and two intake questions (collectively, the “Services”). $49 extra per Block will be charged for appointment setting, if Customer also selects that option in addition to the Services. Customer shall also pay to TA any applicable fees for use of the Software. All Fees, once charged, are non-refundable.

3. Payments: Customer authorizes TA to process payment of Fees using the credit card information provided by Customer upon sign-up.

4. Confidential Information; Intellectual Property. Each party agrees to treat all information as confidential. TA will use reasonable efforts to avoid eliciting information from Customer’s clients that would be subject to attorney-client privilege, except at the explicit direction of Customer.

5. Term. This Agreement shall remain in effect until either party provides written notice of termination.

6. Disclaimer of Warranties; Damages. Customer agrees that TA’s services are administrative in nature, and TA will not provide any legal advice to any client of Customer or otherwise take any action which may be construed as the practice of law. TA does not make any warranties regarding Services, including, without limitation, warranties (a) of merchantability or fitness for a particular purpose, (b) regarding dropped telephone calls, response time, errors made or any other results. TA will not be liable for any special, indirect or consequential damages suffered by Customer or any damages resulting from missed, misdirected or dropped CCs. TA’s liability to Customer shall be limited to Fees paid for the immediate prior Block.

7. Indemnification. Each party will defend and indemnify the other party against any and all third party claims arising out of a breach of this Agreement. Customer will also indemnify and defend TA against (i) any use by Customer of the #, (ii) any malpractice or other claim initiated by any Customer client, (iii) any violation of applicable law by Customer.

8. Non-Solicitation. Customer hereby agrees that it shall not, for 2 years following the Term, hire or engage any of TA’s (or any affiliate’s) employees or independent contractors or otherwise interfere with TA’s relationship with any of its employees or independent contractors.

9. Notice; Amendment. All notices shall be in writing and provided to Customer via email or posted by TA at No amendment to this Agreement shall be effective unless it is in writing and is (a) signed by both parties, (b) sent via email by TA to Customer, or (c) posted on (in which case such amendment shall be binding on both parties 10 days from the date of such posting, unless such changes are addressing new functions for the Services or changes made for legal reasons, in which case such changes will be effective immediately). Customer shall be permitted to terminate this Agreement by providing 30 days’ notice to TA within 10 days of the posting of any modification to this Agreement, in which case Customer shall remain subject to the version of this Agreement prior to modification. In the absence of a notice of termination, Customer’s continued use of the Services shall constitute its express acceptance of any such Amendment.

10. Miscellaneous. Any telephone number assigned to Customer by TA shall remain the property of TA. The rights and obligations of the parties shall be governed by the laws of the State of Illinois, without reference to conflict of law principles, and all disputes arising under or in connection with this Agreement shall be governed by the internal laws of the State of Illinois and shall be brought and tried in federal or state courts located within the County of Cook, State of Illinois, and the parties hereby consent to submit to the personal jurisdiction of such courts. Customer hereby acknowledges that TA may, in its sole discretion, outsource and/or subcontract certain functions in providing the services. Each party will be and act as an independent contractor. TA may assign this Agreement, without the consent of Customer, and Customer may not sell, transfer or otherwise assign its rights under this Agreement without TA’s written approval.