Terms of Service
1. PAAS (PEOPLE AS A SERVICE) SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Helpware will use commercially reasonable efforts to provide Client the Services. As part of the setup process, Client will identify an administrative user name and password for Client’s account. Helpware reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 Subject to the terms hereof, Helpware will provide Client with ongoing support, management, and quality control services in accordance with Helpware’s standard practice.
2.RESTRICTIONS AND RESPONSIBILITIES
2.1 Client will not, directly or indirectly: hire Helpware’s employees, or otherwise attempt to divert Helpware’s employees to other employers.
2.2 Helpware shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise be able to provide the Services to Customer, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Helpware shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of a Customer account or the Equipment.
2.3 The Client will provide job descriptions, workflow, and work process descriptions, and Helpware will identify new hires or established team members at Helpware’s sole discretion to match those requirements.
2.4 Helpware is required to provide health benefits and other benefits, including PTO (paid time off) and Public Holidays off to the agents utilized by the client.
Each month during the service agreement Helpware’s agent will earn one sick leave and one vacation day on the Client’s account and Helpware will coordinate with the Client when agents can use the sick leaves and vacation days.
Helpware provides agents 10 days off per year as Public Holidays. The Client has the option to choose which Public Holidays calendar (US Public Holidays or local Public Holidays) their agents will be following for each calendar year.
If Helpware has an ability to provide support during PTOs or Public Holidays and the Client agrees to it, the Client pays additionally to their subscription plan for this coverage based on overtime rates.
3.CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
Proprietary Information of Helpware includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Client includes non-public data provided by Client to Helpware to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person
3.2 Client shall own all right, title and interest in and to the data provided by Client, as well as any data that is based on or derived from the Client Data and provided to Client as part of the Services. Helpware shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto,
(b) any software, applications, inventions or other technology developed in connection with Implementation Services or support,
(c) all intellectual property rights related to any of the foregoing.
or (d) was independently developed without the use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4.PAYMENT OF FEES
4.1 Client will pay Helpware the then applicable fees described in the Order Form for the Services and Set Up Fees in accordance with the terms therein (the “Fees”). Helpware reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Term upon thirty (30) days prior notice to Client (which may be sent by email). If Client believes that Helpware has billed Client incorrectly, Client must contact Helpware no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Helpware”s customer support department. If the Client provides credit card details or ACH bank charge details the Client agrees that Helpware will auto bill the account each billing period.
4.2 Full payment for resources provided in any given month must be received by Helpware prior to the first day of the new monthly service period. First month service fees and set up fee is due immediately after the Helpware PaaS Services agreement is executed. Unpaid amounts are subject to a finance charge of 2% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Should Service be terminated all Service Fees for the full Term are immediately due. Client shall be responsible for all taxes associated with Services other than U.S. taxes based on Helpware’s net income.
4.3 All subscriptions listed in the Order Form are collectively known as “Subscriptions.” All Subscriptions shall be paid for regardless of specific personnel. Helpware will make best efforts to retain agents, however, if an agent leaves, Helpware shall replace the agent and train the agent. Should the Client experience any downtime during a transition, Client shall receive a pause on the Subscription for any time Helpware is utilizing to replace an agent.
4.4 Helpware defines Service Start Date as the date when the agent(s) assigned to Client is/(are) ready to start working for the Client. The target Service Start Date is an estimated date and not necessarily the Service Start Date.
4.5 If the Client changes the actual date when Helpware agents or back-office workers start to work for the Client due to any circumstance, the billing to the Client will not be deferred and all billing will continue regardless if the Client chose to utilize the Helpware workforce or not.
5.TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term of one year as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days before the end of the initial service term, with the exception of the first 60 days when Client can cancel up to 10 days prior to the end of the first 60 days of service.
5.2 A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In no event will termination relieve Client of the obligation to pay any fees payable to Helpware for the full term of the agreement.
5.3 Upon any termination, Helpware will make all Client Data available to Client for electronic retrieval for a period of thirty (30) days, but thereafter Helpware may, but is not obligated to, delete stored Client Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5.4 Should the Client choose to terminate the agreement before the end of the initial service date, the Client has to pay all fees payable to Helpware for the full term of the agreement at the time of cancelation.
5.5 The agreement will automatically renew for another service term of one year if not canceled by the Client thirty (30) days before the end of the then-current term.
6. WARRANTY AND DISCLAIMER
Helpware shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform all Services in a professional and workmanlike manner. Services may be temporarily unavailable for unscheduled emergencies, sick days or other unforeseen issues that are beyond Helpware’s reasonable control, but Helpware shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption due to holidays, vacation days, Client sponsored events or other times off. However, Helpware does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SET UP SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7.LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, HELPWARE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY
SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;
(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO HELPWARE FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT HELPWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Client except with Helpware’s prior written consent. Helpware may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by
both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Client does not have any authority of any kind to bind Helpware in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e- mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Client provides Helpware the right to use Client logo in Helpware marketing materials and on Helpware website. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Client to serve as a reference account upon request.
What information do we collect?
Helpware may collect personally identifiable information from you such as names, addresses, telephone numbers, physical addresses, email addresses, CVs (in the case of candidates), and, if applicable, company names, addresses, telephone numbers, fax numbers, physical addresses, email addresses, credit card numbers or tax ID numbers as well as similar information concerning technical contacts, marketing contacts, and executive contacts within your company or organization (collectively, “Personal Information”).
Helpware may collect non-personally identifiable information from you such as the type of browser you use, your operating system, the screen resolution of your browser, your ISP, your IP address, which pages you view on the Site and the time and duration of your visits to the Site (collectively, “Non-Personal Information”). Helpware associates Non-Personal Information with Personal Information if you register with the Site.
If you communicate with us, we may collect information relating to that communication whether it takes the form of email, fax, letter, forum posting, testimonials or any other form of communication between you and Helpware or Submitted by you to the Site (collectively, “User Communications”).
What do we use your information for?
Any of the information we collect from you may be used in one of the following ways:
- To improve customer service
In the context of customer support, your information helps us to more effectively respond to your customer service requests.
- To process transactions
Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, other than for the express purpose of delivering the purchased product or service requested.
- To send periodic emails
The email address you provide in the application may be used to send you information and updates pertaining to your usage, in addition to receiving occasional company news, updates, related product or service information, etc.
- To carry out the hiring process
We use identification and contact details, job performance data, and data on your suitability for the purpose of carrying out the selection process, including screening of candidates. After that personal data is processed under the legal title of performance of the contract, implementation of pre-contract arrangements, i.e. preparation of an employment contract or agreement. We keep your personal information for the duration of the recruitment process, unless you consent to its further retention in the Candidate Database. Based on your consent, we store your information in the Candidate Database and thus process your identification, contact details, and performance data to contact you with another relevant job offer if any. We can also use your data from the Candidate Database to better understand what kinds of job candidates are interested in the careers we have to offer. With your consent, we process the data for up to 3 years after the end of the recruitment process. You may withdraw your consent at any time by contacting firstname.lastname@example.org. Data processing before revocation of your consent remains valid.
- To distribute marketing and advertising materials
We may contact you with the relevant information about Helpware products and services from time to time. Most messages we will send by email. For some messages, we may use Personal Information we collect about you to help us determine the most relevant information to share with you. If you do not want to receive such messages from us, you will be able to tell us by selecting certain boxes on forms we use when we first collect your contact details. Or you can change your marketing preferences by clicking on the unsubscribe link at the bottom of our emails.
How do we protect your information?
We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information. We offer the use of a secure server. All supplied sensitive information is transmitted via Transport Layer Security (TLS) technology to and then stored into our database to be only accessed by those authorized with special access rights to our systems, and are required to keep the information confidential. Credit card information is transmitted directly to the payment processor and is not stored on our servers. If you have any questions about the security of your personal information, you can contact us at email@example.com
Cookies or other tracking technologies?
Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information.
As is true of most websites, we gather certain information automatically. This information may include Internet protocol (IP) addresses, browser type, Internet service provider (ISP), referring/exit pages, the files viewed on our site (e.g., HTML pages, graphics, etc.), operating system, date/time stamp, and/or clickstream data to analyze trends in the aggregate and administer the site.
Do we share any information to outside parties?
- Service Providers
We may provide your personal information to companies that provide services to help us with our business activities such as offering customer service, carrying out the recruiting process or processing your payment. These companies are authorized to use your personal information only as necessary to provide these services to us.
- With your consent
We share information about you with third parties when you give us consent to do so. For example, we often display personal testimonials of satisfied customers on our public websites. With your consent, we may post your name alongside the testimonial.
- Third-Party Widgets
- Legal Disclaimer
We may also disclose your personal information as required by law, such as to comply with a subpoena or similar legal process when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request.
In the event Helpware is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our website, of any change in ownership, uses of your personal information, and choices you may have regarding your personal information.
We may also disclose your personal information to any other third party with your prior consent.
Just as we have our rights and obligations to process your personal information, you also have certain rights to process your personal data. These rights include:
Right of access: In accordance with Art. 15 GDPR, you may have the right to obtain confirmation from us as to whether or not your personal data is processed by us, and, where that is the case, to request access to your personal data. The information about personal data processing includes the purposes of the processing, the categories of personal data concerned, and the recipients or categories of recipients to whom your personal data have been or may be disclosed. However, this is not an absolute right and the interests of other individuals may restrict your right of access. Also, you may have the right to obtain a copy of your personal data undergoing processing. For additional copies requested, we may charge a reasonable fee based on administrative costs.
Right to rectification: In accordance with Art. 16 GDPR, you may have the right to obtain from us the rectification of inaccurate personal data. Depending on the purposes of the processing, you may have the right to have incomplete personal data completed, including by means of providing a supplementary statement.
Right to erasure (right to be forgotten):In accordance with Art. 17 GDPR, you have the right to request that we delete your personal data. Please keep in mind that we may keep your personal data if it is still necessary for:
- fulfilling our legal obligation;
- archival, historical, or scientific research or statistical purposes; or
- determination, exercise, or defense of our legal claims.
Right to restriction of processing: In accordance with Art. 18 GDPR, you have the right to request that we restrict the processing of your personal data. In this case, the respective personal data will be marked accordingly and may only be processed by us for certain purposes.
Right to personal data portability: In accordance with Art. 20 GDPR, you have the right to receive the personal data concerning you, which you have provided to us, in a structured, commonly used, and machine-readable format and/or to request the transfer of this personal data to another entity.
Right to object: If you have given your consent to the processing of your data in accordance with Art. 7 III GDPR, you may revoke your consent at any time in the future. The declaration of revocation must be addressed to us and must be presented in writing or delivered by email or fax.
User Access and Choice
Upon request, Helpware will provide you with information about whether we hold any of your personal information. You may access, correct or request deletion of your personal information by contacting us at firstname.lastname@example.org. We will respond to your request according to the GDPR timeframe requirements.
- Data Retention
We will retain your information as needed to provide you services. Even if you close your account with Helpware, we will still retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. However, we will identify your account in our database as “deleted” or “closed”.
- Opt-out Preferences
When you register for an account, we will use your name and email address to send periodic emails to you of both promotional and transactional in nature. Out of respect for your privacy, you may choose to stop receiving promotional emails by following the unsubscribe instructions included in these emails or you can contact us at email@example.com.
We will also send you service-related email announcements on rare occasions when it is necessary to do so. You do not have an option to opt out of these emails, which are not promotional in nature.
Our Policy towards Children
The Helpware products and/or services are not directed at persons under 16 and we do not knowingly collect Personal Information from children under 16. If you become aware that your child has provided us with Personal Information, without your consent, then please contact us using the details below so that we can take steps to remove such information and terminate any account your child has created with us.
Third party links
Occasionally, at our discretion, we may include links to our merchant partners (third party products or services) on our Sites. These third party’s websites have separate and independent privacy policies. We, therefore, have no responsibility or liability for the content and activities of these linked websites. Nonetheless, we seek to protect the integrity of our Sites and welcome any feedback about these third party websites.
We display personal testimonials of satisfied customers on our Sites in addition to other endorsements. With your consent, we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at firstname.lastname@example.org
- Social Media Widgets
Helpware Sites may include links that direct you to other websites or services whose privacy practices may differ from ours. Your use of and any information you submit to any of those third-party sites is governed by their privacy policies, not this one.
Consent to Our Terms and Conditions
Please also visit our Terms and Conditions section establishing your consent to the use, disclaimers, and limitations of liability governing the use of this Site Information Related to Data Collected through our Products and Services
- Information Related to Data Processor or Collected for our Customers:
Helpware is considered a processor or sub-processor under the direction of our customers who are considered controllers or processors. Helpware has entered appropriate Data Processing Agreements with our customers controlling protection of your personal data.
- Transfer of Personal Data to Third Parties:
We may transfer personal data to third-party processor companies (i.e. cloud data and server services) that help us provide our service. Such third party processors are located in, and the transfers are limited to, the United States or countries in the European Union and these processors are controlled by data processing agreements providing the same protections of your personal data.
- Access and Retention of Data Controlled by our Customers:
Helpware acknowledges that you have the right to access your personal information or ask for its removal. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct his/her query to the Helpware’s customer (the data controller). If requested to remove data we will respond within a reasonable timeframe.
Helpware will retain personal data we process on behalf of our customers for as long as needed to provide Services to our customer. Helpware will also retain personal data as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
548 Market St, #99737
San Francisco,California 94104-5401
Current DPO: Cassy Bayona