1. Services

Brightbell Virtual Receptionist (“Brightbell”) will provide Telephone Answering Services (“Services”) to the Client, which will consist of the receiving and answering of telephone calls to the Client, when properly transferred or forwarded to Brightbell, and responding to or forwarding of these telephone calls in accordance with information provided by the Client during the Brightbell Onboarding Process. Brightbell shall be entitled to rely on the information supplied by the Client, including, but limited to, telephone numbers, names of persons to whom the calls should be referred, the hours when the persons are to receive forwarded telephone calls and all other items of information used in the performance of Services by Brightbell Virtual Receptionist shall not be required or have a duty to inquire as to any of the information supplied by the Client.

2. Period of Services

The Services to be performed under this Agreement shall commence on the first day of the month following the receipt of the set-up fee and set- up information. This agreement is terminable with 30 days written notice.

3. Automatic Renewal Term

This agreement shall automatically renew unless 30 days prior written notice has been given to the other party; however, if either party is in material default of this agreement, the other party may cancel this agreement pursuant to the terms below.

4. Payment Due Date and Late Charges

Payment is due to Brightbell within 30 days of the invoice date. Any payment(s) not received within 30 days of the invoice date, and every month thereafter, is subject to a Monthly Late Charge equal to 1.5% of the amount then due. If a credit card is on file for the customer, it shall automatically be charged for the amount of the invoice plus a 3.5% processing fee. If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Returning Customers must pay any unpaid balance, including any late fees, before receiving Services.

5. Fees and Charges

The setup fee, monthly fee, and per-minute rate for Brightbell Virtual Receptionist Services shall be as specified in the Client’s selected pricing plan. Account maintenance, translation services, and other miscellaneous services may incur additional charges. Invoices will be issued on a monthly basis and billed no later than the 5th day of the month for services rendered during the preceding month. Rates are subject to change upon thirty (30) days prior written notice to the Client.

All fees are exclusive of applicable taxes unless otherwise noted. Per minute rates are subject to a 2.5% annual increase based on the effective date of this agreement with a 30-day notice displayed on the invoice before increase or by writing via email. Services rendered on holidays may be billed at 1.1x the actual time accrued. Holidays with increased billing are as follows: Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving, Black Friday, Christmas Eve, Christmas Day, and New Years Day. It’s also possible to have days with surge pricing of 1.1x actual time. These may be days of bad weather or other outside forces that create unforeseen surges in volume. Client shall be solely responsible for ensuring that all billing and payment information it provides to Brightbell is accurate and up to date.

Credit card charges will be reflected on the Client’s monthly account statement and will appear as Brightbell Virtual Receptionist.

6. Operator Minutes

Operator minutes are billed in 30-second increments and calls are rounded up to the nearest 30-second mark. As an example, if a call is twenty seconds long, it will be billed as 30 seconds (.5 minutes). For inbound calls, Operator time is calculated starting from the time the Operator answers the call and ends when an Operator transfers the call through to someone, or to voicemail, or otherwise disconnects because the call is over. Brightbell Virtual Receptionist excludes the talk time once a call is transferred to Client or Client’s voicemail box. For outbound calls, Operator minutes are calculated by counting the time the Outbound Call Specialist is on the call, as well as the time they spend sending a follow-up email to fill the Client in on the results of the call.

7. Closing Accounts

Should Client wish to terminate this agreement at any time, an authorized representative may do so by calling Brightbell Virtual Receptionist at 828-258-4700. There is a 30-day notice period for cancellation. Client accepts that this call is the sole method of closing an account.

8. Confidentiality

Brightbell Virtual Receptionist shall treat all messages as confidential and shall not intentionally disclose any messages to any unauthorized person or organization. However, Brightbell Virtual Receptionist shall not be responsible for any inadvertent disclosure and shall have the right to cooperate with all law enforcement agencies or organizations and may disclose to them whatever information is requested pursuant to the performance of their official duties, without prior notice to the Client of such requests.

9. Limitation of Liability

Brightbell Virtual Receptionist shall not be liable for any acts, errors, or omissions by it or its employees or agents. Brightbell’s entire liability to the Client as to damages for, based upon, or in connection with, either directly or indirectly, Services provided or which should have been provided by Brightbell to or on behalf of the Client shall not exceed the fees and costs payable by the Client to Brightbell for the payment period in which the conduct giving rise to the claim took place. In no event shall Brightbell or its employees or agents be liable to the Client for (a) any incidental or consequential damages, including, but not limited to, any lost profits or revenues arising either directly or indirectly from the performance, or failure to perform, any Services; (b) any punitive, exemplary, or multiplied damages; (c) any damages for, based upon, or arising out of any natural disasters, weather conditions, civil disturbances, material shortages, electronic or mechanical failures, network disruptions, hardware or software malfunctions, or problems with or the interruption of telephone service; (d) and loss of use or data regardless of legal theory, whether or not Brightbell Virtual Receptionist has been warned of the possibility of such damages, and even if a remedy fails of its essential purpose.

10. Indemnification

The Client agrees to defend, indemnify and hold Brightbell Virtual Receptionist and its employees and agents harmless as against any and all liabilities, losses, damages, injuries, claims, suits, judgments, settlements, awards, costs, charges and expenses, including but not limited to any fees, costs, charges and expenses incurred by Brightbell Virtual Receptionist for investigation, defense and resolution, for, based upon, or arising out of the performance or failure to perform any Services under or pursuant to this Agreement.

11. Dispute Resolution

In the event of a dispute under this Agreement, the parties shall, as their sole remedy, be required to follow the following steps:

The parties, through executive officers with authority to resolve disputes, shall meet and seek to negotiate a resolution of the dispute within thirty (30) days of the giving of written notice of a dispute to the other party.
If negotiations in step one above are unsuccessful in effecting a resolution, the parties shall be required to engage in non- binding mediation, to be held with sixty (60) days of the conclusion of the thirty day negotiation period. Mediation will take place in Asheville, NC. Such mediation shall be before an independent mediator jointly by the parties. If the parties cannot come to agreement on the identity of the mediator, the selection shall be pursuant to the mediation rules of the American Arbitration Association.
If mediation pursuant to step two above is unsuccessful in effecting a resolution of the dispute, the parties shall initiate binding arbitration pursuant to the rules of the American Association. Arbitration shall take place in Asheville, NC.

12. Modifications

Brightbell Virtual Receptionist may revise this standard services agreement from time to time, and will always inform Client of material changes to the agreement. If a revision meaningfully reduces Client’s rights, Brightbell Virtual Receptionist will notify Client (by, for example, sending a message to the email address associated with Client’s account). By continuing to use or access the Services after the revisions come into effect, Client agrees to be bound by the revised standard services agreement.

13. Ownership and Property Rights

All technologies, software, hardware, operating applications, procedures, scripts, telephone numbers, or other materials of any nature or type prepared, furnished, or utilized by Brightbell Virtual Receptionist, other than those items furnished by the Client to Brightbell Virtual Receptionist, shall be considered the sole and exclusive property of Brightbell Virtual Receptionist and shall be retained by Brightbell Virtual Receptionist upon the termination of this Agreement.

14. Reports and Statistical Information

Brightbell Virtual Receptionist may be requested by the Client to furnish reports or statistical information to the Client (beyond the level of standard reporting included in the Client’s Selected Pricing Plan) regarding aspects of the Client’s account activity. The cost to prepare and furnish such reports and statistical information is not included within the amount specified above as charges for the Services. Therefore, Brightbell Virtual Receptionist will charge for the time to prepare and discuss said reports as Operator Minutes. Brightbell Virtual Receptionist does not make any guarantees, warranties, or representations as to the accuracy of the reports and statistical information so provided.

15. Governing Law

This Agreement shall be deemed to have been executed in the State of North Carolina and shall be interpreted, construed and enforced in accordance with and governed by the laws of the State of North Carolina.

16. Account Security / HIPAA Compliance

To ensure compliance with HIPAA and other regulations, every member of the Client’s team (“User”) shall use a unique login, assigned to that User, to access any data provided by Brightbell Virtual Receptionist. Users may not share logins or credentials with others. Brightbell Virtual Receptionist will furnish unique logins to individuals as necessary. Client will require all Users who have access to Confidential Information to adhere to these standards. Client will retain liability for any breach of obligations in relation to this provision.