By accessing or using the services provided by Resolute ("Company," "we," "us," or "our"), you ("Client," "Customer," or "you") acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. These terms govern your use of our business process outsourcing services, including but not limited to contact center operations, back-office processing, finance and accounting services, IT-enabled services, and all other service verticals offered by the Company.
If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms. If you do not have such authority, or if you do not agree with these terms, you must not accept this agreement and may not use our services. Your continued use of our services following the posting of any changes to these terms constitutes acceptance of those changes.
For the purposes of these Terms and Conditions, the following terms shall have the meanings set forth below:
Resolute provides comprehensive business process outsourcing services across twelve service verticals, including contact center operations, back-office processing, finance and accounting, sales and lead generation, supply chain and logistics, IT-enabled services, data and analytics, digital marketing, HR and talent acquisition, compliance and risk management, and industry-agnostic services. The specific scope, deliverables, and performance standards for each engagement shall be detailed in the applicable statement of work or service agreement.
We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, provided that such modifications do not materially diminish the quality or scope of services without prior notice and mutual agreement. Any significant changes to service scope, pricing, or delivery timelines will be documented through a formal change order or amendment to the applicable agreement.
Client acknowledges that certain services may involve the use of third-party vendors, subcontractors, or technology platforms. In such cases, Resolute will ensure that all third parties are bound by confidentiality obligations and performance standards consistent with these Terms and the applicable service agreement.
Client agrees to provide accurate, complete, and timely information necessary for the performance of services. This includes but is not limited to access to relevant systems, data, documentation, and personnel. Client shall designate a primary contact person who will be responsible for coordinating with Resolute and providing approvals, feedback, and decisions as required for the successful delivery of services.
Client is responsible for ensuring that all information provided to resolute is accurate and does not violate any third-party rights or applicable laws. Client shall obtain all necessary consents, authorizations, and permissions required to share data with resolute, particularly with respect to personal data, customer information, and proprietary materials.
Client agrees to cooperate in good faith with resolute throughout the engagement, including participating in scheduled meetings, providing timely feedback, and adhering to agreed-upon timelines for deliverables and approvals. Failure to meet these obligations may result in delays, additional costs, or service interruptions for which resolute shall not be liable.
All services shall be performed in accordance with the service level agreements (SLAs) specified in the applicable statement of work. SLAs typically include metrics such as response times, resolution times, quality standards, uptime guarantees, and performance benchmarks. Resolute will provide regular reporting on SLA performance, typically on a monthly basis, and will promptly notify Client of any anticipated SLA breaches.
In the event that resolute fails to meet the agreed-upon SLAs, Client may be entitled to service credits or other remedies as specified in the applicable agreement. Service credits are typically calculated as a percentage of monthly fees based on the severity and duration of the SLA breach. These remedies are Client's sole and exclusive remedy for SLA failures and represent a good faith estimate of damages.
SLA commitments are subject to certain exclusions, including but not limited to: scheduled maintenance windows, force majeure events, Client-caused delays or failures, third-party service interruptions beyond our reasonable control, and issues arising from Client's failure to provide necessary information or cooperation. Resolute will use commercially reasonable efforts to minimize the impact of any such events on service performance.
Client agrees to pay all fees and charges as set forth in the applicable service agreement or statement of work. Fees may be structured as fixed monthly fees, per-transaction pricing, hourly rates, or other models as agreed upon by the parties. All fees are exclusive of applicable taxes, which shall be added to invoices and separately stated.
Invoices will be issued in accordance with the payment schedule specified in the agreement, typically on a monthly basis. Payment is due within thirty (30) days of the invoice date unless otherwise agreed. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Client is responsible for all reasonable costs of collection, including attorneys' fees, incurred due to late payment.
All fees are non-refundable except as expressly provided in the agreement. Client acknowledges that certain services may require upfront payments, deposits, or prepayment of fees. In the event of early termination, Client shall remain responsible for all fees incurred through the termination date, as well as any non-cancellable commitments or third-party costs incurred by resolute on Client's behalf.
All intellectual property rights in materials, tools, methodologies, processes, and technology developed by resolute prior to or independently of the engagement ("Background IP") shall remain the exclusive property of resolute. Client is granted a limited, non-exclusive, non-transferable license to use Background IP solely to the extent necessary to receive the benefit of the services during the term of the agreement.
Unless otherwise agreed in writing, all custom deliverables, reports, analyses, and work product created specifically for Client under the agreement ("Work Product") shall be owned by Client upon full payment of all fees. However, resolute retains the right to use general knowledge, skills, experience, and techniques gained during the engagement. Client grants resolute a license to use any Client-provided materials solely for the purpose of performing the services.
Both parties agree to respect each other's intellectual property rights and shall not use the other party's trademarks, logos, or proprietary materials without prior written consent, except as necessary to perform the services. Any feedback, suggestions, or improvements provided by Client to resolute regarding our services may be used by resolute without restriction or obligation.
Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the engagement. Confidential Information includes any non-public information marked as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. The receiving party shall use the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
Confidential Information may be disclosed only to employees, contractors, and subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as these terms. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's confidential information; or (d) is disclosed pursuant to legal requirement, provided the receiving party gives prompt notice and cooperates in seeking a protective order.
Confidentiality obligations shall survive termination of the agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected indefinitely. Upon termination, each party shall return or destroy all Confidential Information received from the other party and certify such destruction in writing if requested.
Resolute maintains comprehensive administrative, technical, and physical security measures designed to protect Client data against unauthorized access, disclosure, alteration, or destruction. These measures include encryption of data in transit and at rest, access controls, regular security assessments, employee training, and incident response procedures. Our security practices are regularly reviewed and updated to address emerging threats and comply with applicable regulations.
In the event of a data breach involving Client data, resolute will promptly notify Client and take immediate steps to contain and remediate the breach. Notification will be provided within seventy-two (72) hours of confirming the breach and will include information about the nature of the breach, the data affected, and the steps being taken to address the incident. Resolute will cooperate with Client in investigating the breach and providing any additional information reasonably requested.
Client acknowledges that no method of transmission over the Internet or electronic storage is 100% secure. While we strive to use commercially acceptable means to protect Client data, we cannot guarantee absolute security. Client is responsible for maintaining the security of its own systems, passwords, and access credentials, and for promptly notifying resolute of any suspected security incidents or unauthorized access.
To the maximum extent permitted by applicable law, resolute and its officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or related to the services, regardless of the cause of action or theory of liability, even if advised of the possibility of such damages.
Resolute's total aggregate liability for all claims arising out of or related to the services shall not exceed the total fees paid by Client to resolute during the twelve (12) month period immediately preceding the event giving rise to the claim. This limitation applies to all claims collectively, whether based on contract, tort, negligence, strict liability, statute, or otherwise.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. The limitations in this section shall not apply to: (a) breaches of confidentiality obligations; (b) indemnification obligations; (c) willful misconduct or gross negligence; or (d) Client's obligation to pay fees for services rendered.
Client agrees to indemnify, defend, and hold harmless resolute, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the services in violation of applicable laws or third-party rights; (b) Client's breach of these terms or the applicable agreement; (c) Client's negligence or willful misconduct; or (d) any claim that Client-provided materials or data infringe or misappropriate third-party intellectual property rights.
Resolute will provide prompt written notice of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve Client of its indemnification obligations except to the extent that Client is actually prejudiced by such failure. Resolute reserves the right to assume the defense of any such claim with counsel reasonably satisfactory to Client, and Client shall cooperate with resolute in defending such claims.
The term of each engagement shall be as specified in the applicable service agreement or statement of work. Agreements may be structured as fixed-term contracts with defined end dates, month-to-month arrangements, or project-based engagements. Either party may terminate the agreement for material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice specifying the nature of the breach.
Resolute may terminate the agreement immediately upon written notice if: (a) Client fails to make payment when due and such failure continues for more than fifteen (15) days; (b) Client becomes insolvent or files for bankruptcy protection; (c) Client's use of the services violates applicable laws or poses a risk to resolute or third parties; or (d) Client materially breaches these terms and fails to cure within the specified cure period.
Upon termination, Client shall pay all fees for services rendered through the termination date, as well as any non-cancellable commitments or expenses incurred by resolute. All provisions that by their nature should survive termination shall survive, including but not limited to confidentiality, intellectual property, limitation of liability, and indemnification obligations. Client shall return or destroy all Confidential Information and materials provided by resolute.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, strikes or labor disputes, power failures, internet outages, or failures of third-party service providers. The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to mitigate its impact and resume performance as soon as practicable.
If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected services upon written notice without further liability. Client shall remain responsible for payment of fees for services rendered prior to the force majeure event and for any costs incurred by resolute that cannot be avoided or mitigated through reasonable efforts.
The parties shall attempt in good faith to resolve any disputes arising out of or related to these terms or the services through informal negotiation. If the dispute is not resolved within thirty (30) days of written notice of the dispute, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Melbourne, Australia, and shall be governed by the laws of the State of Victoria.
Each party shall bear its own costs of arbitration, and the parties shall share equally the fees and expenses of the arbitrator. The arbitrator's award shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
These terms shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Melbourne, Australia, and the parties consent to personal jurisdiction and venue in such courts.
Resolute reserves the right to modify these Terms and Conditions at any time by posting the updated terms on our website. Material changes will be effective thirty (30) days after posting, during which time Client may provide written notice of objection. If Client objects to the modified terms, Client may terminate the agreement upon written notice within the thirty-day period. Continued use of the services after the effective date constitutes acceptance of the modified terms.
For existing service agreements, modifications to these terms shall not materially diminish Client's rights or increase Client's obligations without Client's written consent. In the event of any conflict between these terms and the specific provisions of a service agreement, the service agreement shall control with respect to that engagement only.
Severability: If any provision of these terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
Entire Agreement: These terms, together with the applicable service agreements and statements of work, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, warranties, and agreements, whether written or oral.
Waiver: The failure of either party to enforce any provision of these terms shall not constitute a waiver of such party's right to enforce that or any other provision in the future. No waiver shall be effective unless made in writing and signed by both parties.
Assignment: Client may not assign or transfer these terms or any rights or obligations hereunder without the prior written consent of resolute. Resolute may assign these terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Notices: All notices required or permitted under these terms shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by email with confirmation of receipt, to the addresses specified in the applicable service agreement.
If you have any questions, concerns, or requests regarding these Terms and Conditions or our services, please contact us using the information below:
For legal notices or formal communications, please address them to our Legal Department at the address above or email [email protected]. We will respond to all inquiries within five (5) business days.