Terms and Conditions
1. Introduction
These Terms and Conditions ("Agreement") are entered into between Queue Connect, a company duly incorporated and existing under the laws of the Republic of Macedonia, with its registered office at Skopje 1000, North Macedonia , and any individual or entity ("Client") that engages in any business relationship with Queue Connect for the provision of Business Process Outsourcing ("BPO") services. By accessing or using the services provided by Queue Connect through its website or any other communication channels, the Client acknowledges and agrees to be bound by the provisions of this Agreement. If the Client does not agree to these Terms, they should refrain from accessing or using the services.
2. Scope of Services
2.1 Services Provided
Queue Connect offers a comprehensive range of BPO services including, but not limited to, customer support, data entry, technical support, finance and accounting, human resources management, content moderation, and IT services. The specific services to be provided will be defined in the Service Agreement or Proposal document executed by the Client and Queue Connect ("Service Agreement").
2.2 Service Modifications
Any changes to the scope of services outlined in the Service Agreement shall be subject to mutual written agreement between the parties. Modifications or extensions to the services may require adjustments to the payment terms and deadlines as specified in the revised Service Agreement.
3. Client Obligations
3.1 Provision of Materials
The Client agrees to provide Queue Connect with all necessary data, materials, resources, and access to systems in a timely manner, to allow Queue Connect to perform the agreed services efficiently and without delay.
3.2 Compliance with Applicable Laws
The Client warrants that all materials and data provided comply with all applicable laws, including data protection and privacy regulations under North Macedonian law, the General Data Protection Regulation (GDPR) of the European Union (if applicable), and other relevant legal frameworks. The Client agrees not to provide any unlawful, defamatory, or infringing material.
3.3 Cooperation
The Client agrees to cooperate fully with Queue Connect, including providing necessary feedback, approvals, and authorizations within the timeframes outlined in the Service Agreement.
4. Payment Terms
4.1 Service Fees
The Client agrees to pay the fees outlined in the Service Agreement. The fees will be structured according to the nature and scope of services provided and may be billed on a per-hour, per-project, or retainer basis, as detailed in the specific Service Agreement.
4.2 Billing and Payment
Billing will occur on the agreed date, and payments are due within 30 days of receipt of invoice. Invoices will be issued by Queue Connect to the Client with a breakdown of services rendered and corresponding charges. Payments shall be made in Euros (EUR) or another mutually agreed-upon currency.
4.3 Late Payments
If the Client fails to make a payment within 30 days after the due date, a late payment fee of 5% per month will be charged on the outstanding amount, as permitted under the North Macedonian Law on Obligations.
4.4 Additional Charges
The Client acknowledges and agrees that additional services beyond the scope of the Service Agreement will be subject to additional fees, and Queue Connect will provide the Client with an estimate for such services in advance.
5. Confidentiality and Data Security
5.1 Confidential Information
Each party agrees to treat all non-public information received from the other party as confidential ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, customer data, trade secrets, and proprietary systems.
5.2 Protection of Data
Queue Connect commits to protecting all Client data in compliance with the Personal Data Protection Act of the Republic of North Macedonia, the GDPR (where applicable), and other relevant privacy laws. Queue Connect will implement adequate technical and organizational measures to ensure the confidentiality, integrity, and security of the Client's data during processing.
5.3 Data Breaches
In the event of a data breach, Queue Connect will notify the Client immediately and take all necessary actions to mitigate the effects of the breach in accordance with applicable data protection laws.
6. Intellectual Property
6.1 Ownership of Deliverables
Unless otherwise agreed in writing, all intellectual property rights in the deliverables produced as part of the services provided by Queue Connect will remain the property of Queue Connect. Upon full payment, the Client will be granted a limited, non-exclusive license to use such deliverables for the purpose specified in the Service Agreement.
6.2 License Grant
The Client grants Queue Connect a non-exclusive, worldwide, royalty-free license to use the Client’s intellectual property solely for the purpose of performing the services outlined in the Service Agreement.
7. Performance and Service Levels
7.1 Service Level Agreement (SLA)
The parties will mutually agree upon specific service level targets and performance metrics ("Service Levels") for the services provided, as detailed in the Service Agreement. These metrics will be used to evaluate the performance of Queue Connect.
7.2 Performance Monitoring and Penalties
In the event that Queue Connect fails to meet agreed-upon Service Levels, the Client may be entitled to compensation or service credits, as specified in the SLA.
8. Termination and Cancellation
8.1 Termination for Convenience
Either party may terminate this Agreement for convenience upon 30 days written notice. In the event of termination, the Client shall pay for all services rendered up to the termination date.
8.2 Termination for Breach
Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to remedy such breach within 15 days of receiving written notice.
8.3 Consequences of Termination
Upon termination, both parties will return or destroy any Confidential Information belonging to the other party and settle any outstanding payments within 30 days.
9. Liability
9.1 Limitation of Liability
To the maximum extent permitted by law, Queue Connect shall not be liable for any indirect, incidental, or consequential damages arising out of the use or inability to use its services, including loss of data or profits, even if Queue Connect has been advised of the possibility of such damages.
9.2 Liability Cap
The total liability of Queue Connect for any claim arising under this Agreement shall not exceed the total amount paid by the Client for the specific services giving rise to the claim.
10. Indemnification
The Client agrees to indemnify, defend, and hold harmless Queue Connect, its affiliates, officers, employees, and agents from any claims, damages, liabilities, and expenses (including legal fees) arising from the Client’s breach of this Agreement, including any violations of applicable laws, including those related to data protection.
11. Dispute Resolution
11.1 Negotiation and Mediation
In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiations. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation.
11.2 Arbitration
If the dispute remains unresolved after mediation, it shall be finally resolved by arbitration under the rules of the Arbitration Center in Macedonia, and the decision of the arbitrator shall be binding on both parties.
12. Force Majeure
Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is due to causes beyond its reasonable control, including but not limited to war, strikes, natural disasters, pandemics, or government actions ("Force Majeure Event"). The affected party shall notify the other party promptly upon the occurrence of such an event and make reasonable efforts to resume performance.
13. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of North Macedonia, without regard to its conflict of law principles. Any legal action or proceeding under this Agreement shall be brought exclusively in the competent courts of Republic of North Macedonia.
14. Amendments
Queue Connect reserves the right to amend, modify, or update these Terms and Conditions at any time. Any amendments will be effective upon posting on the website or notification to the Client. Continued use of the services after such changes constitutes the Client's acceptance of the amended Terms.
15. Miscellaneous
15.1 Non-Solicitation
For the duration of the Service Agreement and for a period of 6 months after its termination, the Client agrees not to directly or indirectly solicit or hire any employee or contractor of Queue Connect without prior written consent.
15.2 Non-Compete
The Client agrees not to engage in any activities that directly compete with the core services offered by Queue Connect for the duration of this Agreement and for 6 months following its termination.