Whapsell — Service Agreement

Party Details

1. Services & Scope

1.1 Services. Provider delivers customer support and refund-to-sale conversion services as described in Schedule A.

1.2 Packages. Client selects a package (see Schedule B).

1.3 Full Control — No Parallel Work. During the term, all customer support is handled exclusively by Provider. No parallel work with internal staff or third parties. Where staff exists, Client cooperates in a short phased transition.

1.4 Up/Downgrades. Exceeding package limits (orders or hours) automatically upgrades next month; sustained lower usage downgrades accordingly.

1.5 No Guarantees. Estimates are best-effort based on historic data; no guarantees on sales, response times, or outcomes.

2. Fees & Payment

2.1 Advance Payment. Each service month starts only after full payment of the monthly fee. No payment → no service (automatic pause).

2.2 Non-Refundable. Fees are non-refundable once a service month starts.

2.3 Method. Wise (preferred) or another mutually agreed method.

2.4 Re-Onboarding. If Client stops and later resumes, Provider may charge a setup fee and apply new rates.

2.5 Late Payment. If any invoice remains unpaid 7 days after due date, Client is in default and owes 1% interest per month (or the statutory maximum) plus reasonable collection costs.

3. Term & Termination

3.1 Term. Month-to-month.

3.2 End of Service. Services end automatically if next month’s fee is not paid in advance.

3.3 No Rollovers. Unused hours/tickets do not roll over.

4. Client Responsibilities

• Product quality, shipping, logistics, stock, pricing, and consumer-law compliance.
• Accurate product/policy information for customer service.
• Valid marketing consents for contacting customers.

5. Intellectual Property & SOPs

All SOPs, scripts, templates, and systems remain Provider’s exclusive IP. Client may not copy, reuse, or disclose these materials outside this Agreement. After termination, no rights remain with Client.

6. Confidentiality

Both parties will keep confidential information strictly confidential and use it only for performing this Agreement. This survives termination.

7. Non-Solicitation

Client will not directly or indirectly hire or contract any Provider staff/contractor during the Agreement and for 12 months after termination. Breach fee: €5,000 per individual or 12× the last monthly fee per individual, whichever is higher.

8. Liability & Disclaimers

Provider is not liable for shipping, product quality, stock issues, courier errors, marketing claims, or compliance of Client’s business.

Total liability is capped at fees paid in the 3 months prior to a claim. No liability for indirect, incidental, special, or consequential damages.

9. Data Protection (GDPR)

Roles. Client = Controller; Provider = Processor.

Sub-processors. Provider may use vetted VAs and SaaS tools under the same confidentiality & GDPR obligations.

Security & Breach. Appropriate security is maintained; material breaches are notified within 72 hours.

Data Deletion. Personal data is deleted/returned within 30 days after termination unless legally required otherwise.

10. Governing Law & Disputes

Dutch law applies. Parties first attempt good-faith negotiation; failing that, mediation; failing that, the courts of Amsterdam have exclusive jurisdiction.

11. Additional Terms

11.1 Force Majeure. Neither party is liable for delays/failures due to causes beyond reasonable control (e.g. outages, war, strikes, natural disasters).

11.2 Changes. Provider may reasonably update services or prices with written notice; changes take effect the following month.

11.3 Notices. Formal notices may be sent by email to the addresses provided by each party and are deemed received upon sending.

11.4 Assignment & Subcontracting. Provider may assign or subcontract performance to qualified parties; Provider remains responsible.

11.5 Taxes. Prices are exclusive of VAT and other taxes. For eligible EU B2B, reverse charge may apply. Client is responsible for its local taxes.

11.6 Entire Agreement. This Agreement supersedes all prior proposals and understandings on the subject.

11.7 Severability. If any provision is found invalid, the remainder stays in force; parties will replace the invalid part with a valid one closest to the original intent.

Schedule A — Scope

Included

• Customer inquiries, complaints, tracking, refunds, and follow-ups.
• Refund-to-sale conversion strategies and retention-focused responses.
• Weekly or SLA reporting depending on package.

Excluded

• Legal advice, product manufacturing, shipping execution, or compliance approvals.
• Marketing claims or guarantees of revenue.

Schedule B — Packages & Fees

Automatic upgrade/downgrade may apply based on volume or hours. Payment in advance required.