1. Introduction
Welcome to JMK Sourcing. These Terms and Conditions govern your use of our website located at
jmk-sourcing.com and all
related services, including but not limited to Customer Service Support, Back-Office Support, Sales &
Service Support, Data Entry & Product Upload, HR Hiring Support, and Startup/Scale-Up Support packages
(collectively, the "Services").
By accessing our Site or engaging our Services, you ("Client," "you," "your") agree to be bound by these
Terms and Conditions and our Privacy Policy. If you do not agree to all of these terms, you must not
access the Site or use our Services.
2. Services Description
JMK Sourcing provides business process outsourcing (BPO) services as detailed in specific, mutually
agreed-upon Statements of Work ("SOW") or Service Level Agreements ("SLA"). Each SOW/SLA, upon execution
by both parties, shall be incorporated into these Terms by reference and shall form a separate
contractual agreement. The SOW/SLA will specify the scope, deliverables, performance metrics, and fees
for the Services.
3. Client Responsibilities
- Provide all necessary information, data, materials, and secure access to required systems (e.g.,
CRM, ERP, HRIS) in a timely manner.
- Appoint a single point of contact for communication and decision-making.
- Ensure that all information and materials provided to us are accurate, complete, and do not infringe
upon any third-party rights.
- Obtain all necessary licenses and permissions for any software, data, or systems we are required to
use on your behalf.
- Be responsible for the acts and omissions of your employees and agents as they relate to these
Terms.
4. Fees and Payment
- Fees: Client shall pay all fees as specified in the applicable
SOW/SLA. Fees may be structured on a per-agent, per-hour, per-transaction, or fixed-fee basis.
- Invoicing: JMK Sourcing will invoice you as per the schedule in the
SOW/SLA. Invoices are due within Net 15 days of the invoice date.
- Late Payments: Overdue invoices shall accrue interest at the lesser
of 1.5% per month or the maximum rate allowed by law. Client shall also reimburse us for all
reasonable costs of collection.
- Taxes: All fees are exclusive of taxes. Client is responsible for
paying all applicable sales, use, GST, or value-added taxes.
5. Term and Termination
- Term: The term of this agreement will be as specified in the SOW/SLA.
If no term is specified, it shall be on a month-to-month basis.
- Termination for Cause: Either party may terminate an SOW/SLA for
material breach if the other party fails to cure such breach within 30 days of written notice.
- Termination for Convenience: Either party may terminate a
month-to-month SOW/SLA for any reason by providing at least 30 days' written notice.
- Effect of Termination: Upon termination, the Client will pay JMK
Sourcing for all Services rendered and all authorized expenses incurred up to the termination date.
6. Confidentiality
Both parties agree to hold each other's Confidential Information in confidence and not to use or
disclose it except as necessary to perform under these Terms. "Confidential Information" includes all
non-public business, financial, and technical information disclosed by either party.
This obligation survives termination of these Terms.
7. Data Protection and Security
- JMK Sourcing will implement and maintain appropriate administrative, physical, and technical
safeguards to protect Client Data.
- The Client is the data controller, and JMK Sourcing is the data processor. We will only process
Client Data in accordance with the Client's instructions and applicable data protection laws (e.g.,
GDPR, Data Privacy Act).
- The specific data processing terms will be outlined in a separate Data Processing Addendum (DPA),
which shall be incorporated into these Terms.
8. Intellectual Property
- The Client retains all ownership rights to its pre-existing intellectual property, data, and brand
assets.
- JMK Sourcing retains all ownership rights to its pre-existing methodologies, software, and
know-how.
- Any deliverables specifically created for and paid by the Client under an SOW shall be the Client's
property upon full payment.
9. Warranties and Disclaimers
JMK Sourcing warrants that it will perform the Services in a professional and workmanlike manner in
accordance with the SLAs. EXCEPT AS EXPRESSLY WARRANTED HEREIN, THE SERVICES ARE PROVIDED "AS IS." JMK
SOURCING DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, JMK SOURCING'S TOTAL LIABILITY ARISING OUT OF THESE TERMS OR THE
SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY THE CLIENT UNDER THE RELEVANT SOW/SLA IN THE SIX (6)
MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
11. Indemnification
The Client agrees to indemnify and hold JMK Sourcing harmless from any claims, damages, or losses
arising from (a) the Client's breach of these Terms, or (b) the Client's use of the Services in
violation of law or third-party rights.
12. Governing Law and Dispute Resolution
These Terms shall be governed by the laws of Lebanon. Any dispute shall be resolved first through good-faith negotiations. If unresolved, it
shall be submitted to the exclusive jurisdiction of the courts in Lebanon.
13. Miscellaneous
- Assignment: The Client may not assign these Terms without JMK
Sourcing's prior written consent.
- Force Majeure: Neither party shall be liable for failure or delay in
performance due to causes beyond its reasonable control.
- Modifications: JMK Sourcing may update these Terms from time to time.
Continued use of the Services after changes constitutes acceptance of the new terms.
- Entire Agreement: These Terms, together with any SOW/SLA and DPA,
constitute the entire agreement between the parties.
14. Contact Information
For any questions about these Terms and Conditions, please contact us at:
JMK Sourcing
Jal El Dib
info@jmksourcing.com
