PRONEXIS TERMS OF SERVICE
Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the ProNexis services
(the "Service") operated by Five Star Connect Inc, DBA ProNexis ("us", "we", or "our").
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms.
These Terms apply to all users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of
the terms then you may not access the Service.
· The following terms, when used herein with initial capital letters, have the meanings set forth in this Section.
Capitalized terms that are not otherwise defined in this agreement have the meanings ascribed to them herein.
· “Teleservices” means the call center, sales support, and related inbound and outbound call services.
· “Support Agent” means an employee or agent of ProNexis responsible for conducting Teleservices on behalf
of your company.
· “Customer” means a lead or individual that expresses an interest in your company services or an existing
customer of your company.
· “Cancellations” means the CUSTOMER action of canceling an appointment. Cancellations communicated to
or made known to PRONEXIS will be communicated in written form to your COMPANY immediately but in
no circumstance later than two (2) business days. PRONEXIS and your COMPANY agree that revenues on all
cancellations will be refunded if reported within two (2) business days from the date of the cancellation. Any
cancellations thereafter shall not affect the calculation of conversion ratios
Teleservices. During the Term, PRONEXIS will provide Teleservices to your COMPANY in accordance with
our terms of service.
PRONEXIS will use its commercially reasonable best efforts to support and promote your COMPANY’S
branding strategy provided this has been communicated to PRONEXIS. PRONEXIS will perform and
provide the Teleservices in a professional manner and in accordance with generally accepted industry
standards (including, without limitation, with respect to quality, timeliness, nature, accuracy, completeness,
responsiveness, and efficiency).
PRONEXIS will provide COMPANY with the reports through its online dashboard and will provide
COMPANY a username and password to access these reports. COMPANY understands that any special
reporting requirements may require reasonable time to develop and that any special costs associated will be
communicated in writing.
PRONEXIS will provide Your COMPANY with a list of information required in order to initiate delivery of
Teleservices to Your COMPANY. Your COMPANY will provide PRONEXIS with all available information
identified on the On-Boarding Checklist. Based on the information received from Your COMPANY,
PRONEXIS will establish COMPANY into its systems and processes as required to initiate delivery of
Teleservices within four (4) weeks of receiving such information.
PRONEXIS agrees to notify you expeditiously via email of any complaints by CUSTOMERS. The parties
agree that you are responsible for fulfilling such requests.
Telephone Number Porting Policy - See Exhibit B “Telephone Number Porting Policy”
On or about the first day of each month, PRONEXIS will send to COMPANY a monthly invoice for the
upcoming month’s Monthly fee, along with applicable appointment fees and/or revenue percentage fees for
services rendered during the preceding month for which your COMPANY has agreed to assume responsibility.
Payment of the invoice is due upon receipt. Failure to timely payments may result in late charges and the
immediate temporary or permanent suspension of Sales Support services to your COMPANY at the discretion
of PRONEXIS, as soon as thirty (30) days following delivery of the invoice by PRONEXIS.
PRONEXIS shall maintain true and correct records of all receipts, invoices, reports, and other documents
relating to the Call Center Services rendered hereunder. See Exhibit A - “Billing Policy” for additional
billing policies and procedures.
Without limiting the generality of the foregoing, PRONEXIS’s accounting records shall be maintained in
sufficient detail to enable an auditor to verify the accuracy, completeness, and appropriateness of the charges
for the Call Center Services hereunder. You shall have the right to inspect and, at your own expense, copy
such records, provided that you shall give PRONEXIS reasonable prior notice of any such inspection or
Any adjustment to the pricing or fees must be agreed upon in writing and mutually agreed upon such change.
Delinquent invoices owed will be assessed a $50 charge if payments are not received within 15 days of the
due date. If the amount remains delinquent 35 days after its due date, an additional five percent (5%) interest
will be added for each month of delinquency. In case of collection proves necessary, you agree to pay all fees
incurred in the process of collection and recovery (including all court costs and reasonable attorney's fees).
Accounts that are past due over 30 days may result in the suspension of the Teleservices program until said
past due monies are paid in full. PRONEXIS reserves the right to suspend said services on accounts
delinquent over 30 days with or without notice.
Any taxes assessed on the provision of the Teleservices hereunder will be paid by COMPANY (other than any
income or withholding taxes on amounts paid to PRONEXIS pursuant to the terms hereof).
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any
reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination,
including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of
You may cancel services with ProNexis at any time with 30 days written notice, unless your signed contract states otherwise.
WARRANTIES OF TITLE
COMPANY represents and warrants that the use of all elements that COMPANY provides to PRONEXIS for
Teleservices or otherwise, including text, images, ad copy, or any other content, will not infringe upon or
violate any copyrights, trademarks, service marks, trade secrets, privacy and publicity rights, contractual
rights, or other rights of any third party.
LIMITATION OF LIABILITY
PRONEXIS services are being provided “as is” and we disclaim any and all other warranties, whether
expressed or implied, including without limitation, any implied warranties of merchantability or fitness for a
particular purpose, to the fullest extent permitted or authorized by law. In no event shall either party be liable
for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to,
procurement or substitute goods or services; loss of use, data, or profits; or business interruption) however
caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or
otherwise) arising in any way out of the Teleservices, even if PRONEXIS is aware of or has been advised of
the possibility of such damage. Should damage or harm result from material misrepresentations made by us in
these terms, this limitation of liability will not apply to such harm caused by the material representation
causing the damage or harm.
You agree to indemnify us, to the fullest extent allowed by applicable law, for any claim brought by a third
party resulting from your provision of the Teleservices, including infringement of any intellectual property
right of any kind, or any breach by you of any of your obligations under this Service Agreement.
We are a corporation duly incorporated under the laws of the State of Delaware and are authorized to provide
these Terms. You have trademarks, which may be used by us solely when providing Teleservices under
authority granted to us by you. We shall not do or permit to be done, any act or thing that might in any way
impair the goodwill or other rights of your company in the registered trademarks, or that might otherwise
prejudice or damage the reputation of your company or its subsidiaries or affiliates.
Neither party hereunder shall be liable to the other for any failure or delay in performance, of its obligations
under these terms due to causes beyond the reasonable control of the party in question such as governmental
action or rioting, civil commotion, fire, flood, epidemic, or other act of God. Performance of the contractual
obligation which has been delayed by the force majeure shall be deemed suspended only for a period equal to
the delay caused by such an event.
ARBITRATION AND GOVERNING LAW
These terms shall be governed and construed in accordance with the laws of the State of Utah. In the event the
parties have any material dispute under these terms, the parties hereby agree to submit any such dispute to
binding arbitration in the State of Utah. Any such arbitration will be conducted by a single arbitrator. In the
event the parties cannot agree within thirty (30) days following a written demand for arbitration on who the
single arbitrator will be and what arbitration rules shall apply then the parties will each appoint a
representative or arbitrator, and the respective representative(s) or arbitrator(s) appointed by the parties will
convene for no more than thirty (30) minutes for the sole purpose of selecting an arbitrator and determining
arbitration rules, which decision the parties deem to be final.
No failure to enforce any terms shall constitute a waiver of such term in the future unless such waiver so
provides by its terms.
All notices and demands required or permitted to be given by either party to the other under this Service
Agreement shall be in writing, sent certified mail, return receipt requested, postage prepaid, or by Federal
Express or other reputable overnight courier services, or by hand delivery and shall be deemed to have been
received upon hand delivery, or one (1) business day following deposit with Federal Express or other
reputable overnight courier services, or three (3) days following deposit in the U.S. Mail if sent by certified
mail to the address shown below or to such other address as either party may designate by notice to the other.
Attention: Legal Department
761 W. 1200 N. #100
Springville, Utah 84663
If any part of these terms are for any reason found to be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions of these terms shall not be affected and the same shall remain
We reserve the right, at PRONEXIS’ sole discretion, to modify or replace these Terms at any time. If a
revision is material we will try to provide at least 30 days' notice prior to any new terms taking effect. What
constitutes a material change will be determined at PRONEXIS’ sole discretion.
If you have any questions about these Terms, please contact us.
Below are the policies related to ProNexis’ booking of appointments or making sales. Most billing situations
are outlined; however if there is a situation not addressed in the documentation, ProNexis will evaluate the
situation and circumstances and establish a policy for that situation.
CREDIT REQUESTS must be communicated to account managers no later than 48 hours after the scheduled
date of the appointment for an in home consultation or assessment, or within 48 hours of a sale being made.
Disputes reported past the time frame may not be honored.
CREDIT REQUESTS for appointments for in-home consultations or assessments booked outside of the listed
service area, at the time of booking, are approved.
● If there are changes to coverage areas, they must be communicated to the account manager. Any appointments scheduled prior to communication of changes to coverage area will not be given credit.
Customer cancelled appointments for in home consultations or assessments disputes:
● ProNexis reserves the right to attempt to reschedule any customer cancelled appointment. If the
appointment cannot be rescheduled, then credit can be issued.
● Appointments cancelled due to insufficient staff within the COMPANY location and/or inability to
assist leads due to extensive wait times are not approved.
No shows: lead or prospect doesn’t show for their appointment for an in home consultation or assessment.
● ProNexis reserves the right to attempt to reschedule any no-show appointment. If the appointment
cannot be rescheduled, then credit can be issued.
● Appointments cancelled or not run by COMPANY due to insufficient staff and/or inability to assist
leads due to extensive wait times are not approved.
CREDIT REQUESTS for double booked or duplicate appointments are approved (2 Appointments at the same
time for the same lead or prospect).
Service not provided
● Franchised COMPANY
○ The Franchisor defines the services offered for the entire brand. If your location does not offer
specific services, notice must be given to the franchisee prior to appointments being booked
for those services.
○ A credit will be provided if Pronexis schedules an appointment for a service not provided as
long as notice of service change was given prior to booking.
● Non-Franchised COMPANY
○ Services offered is established during onboarding. If there are changes to services offered,
they must be communicated to your account manager.
○ A credit will be provided if Pronexis schedules an appointment for a service not provided as
long as notice of service change was given prior to booking.
Set up fees are non-refundable.
Call handle or hold times will not be grounds for CREDIT REQUESTS.
Data entry and/or ProNexis agent errors will not be grounds for CREDIT REQUESTS.
Approved disputes after the 5th of the month will be applied as credits to the next month's invoice.
ProNexis is not liable for “Potential Lost Revenue” in any situation.Appointments for in home consultations
or sales made with previous customers that are interested in having additional work done (new project, same
customer) will be charged as normal appointments or sales.
Appointments “force booked” due to calendar availability issues will not be grounds for CREDIT
REQUESTS even if cancelled by the professional or franchisee.
Sales are considered sales by whomever closes the sale.
● Examples: Activating a customer on a pay as you go basis, or finalizing a quote made previously by
the professional or franchisee.
The outcome of a consultation and/or sales appointment set by ProNexis will not be grounds for billing
● Example: If the professional is not able to overcome pricing objections, insufficient staff, unable to
service within the listed coverage area, inability to service the prospect due to extensive wait time,
Insufficient qualification of a lead by ProNexis agents will not be grounds for CREDIT REQUESTS.
Issues with technology functions will not be grounds for CREDIT REQUESTS.
● Example: Email notifications going to spam, notifications not being delivered properly, etc.
TELEPHONE NUMBER PORTING POLICY
In COMPANY’s use of the PRONEXIS teleservices, COMPANY will benefit from several telephone lines
connected to various telephone numbers (“Lines”). Among these, there may be 1) Primary Lines, 2) Tracking
Lines, and 3) Forwarding Lines.
Primary Lines are the main telephone numbers that COMPANY uses in marketing. Through the teleservices,
these lines ring directly to PRONEXIS call center, and are answered by the PRONEXIS services, with no
Tracking Lines are additional telephone numbers in use for specific marketing sources and are tagged with the
ability to track activity and related data, functioning similarly to the Primary Phone Numbers. The Tracking
Lines are created within PRONEXIS’ accounts with its telephone providers, and as a result are the property of
Forwarding Lines are telephone numbers internal to PRONEXIS system to which COMPANY forwards
Primary Lines to. These can also be tagged with specific marketing tags or may be general numbers with
multiple associated phone numbers being forwarded.
By using PRONEXIS’ teleservices, COMPANY agrees that PRONEXIS will have access to and control over
each of the 1) Primary Phone Numbers, 2) Tracking Lines, and 3) Forwarding Lines. You agree further that
the use of these telephone numbers is at PRONEXIS’ discretion.
If, at any point, COMPANY desires to port any Primary Lines or Tracking Lines to a COMPANY owned
telephone account, COMPANY may submit to PRONEXIS a written request for this transfer. Upon receipt of
such a request, PRONEXIS will review and inform if COMPANY request is approved, in PRONEXIS’
discretion (which will not be unreasonably withheld). If COMPANY request is approved, porting requests will
be submitted to PRONEXIS’ telephone provider within 14 days.
Each line that is ported will carry an associated administrative fee of $35 (per telephone number), which
COMPANY must pay as a condition of PRONEXIS initiating the porting process