This Terms of Service (TOS) establishes the fundamental terms and conditions that will govern the business relationship between Brickwork India Pvt Ltd. (hereinafter "Brickwork"), and the Customer, for the services provided by Brickwork. This TOS constitutes a binding agreement (the "Agreement") between the Customer and Brickwork effective as of the date of first purchase of services by the Customer, and any violation of this agreement shall be considered as unlawful and a breach of contract.
By affirmatively accepting the terms and conditions at the time of enquiry and purchase, the Customer is legally bound and accepts and agrees to the following:
Brickwork shall perform the business support services purchased by the Customer with reasonable care and skill and in the manner customarily performed by service providers in the Virtual Assistant industry. Brickwork will draw up a detailed 'Work Order' including the scope of services, the delivery timelines and payment terms which will be specific to the customised requirements of the Customer and will require the electronic agreement by the Customer. Services will be rendered only after Customer agrees to the work order and completes the payment as per the schedule given. Brickwork at its sole discretion, may assign any of its employees or sub-contractors to provide services to the Customer, depending on the scope of the work.
The assigned Brickwork assistant acts under Customer's direction. If Customer require the assistant to make decisions on their behalf about the way in which any work/ actions/ tasks/ strategies or other business-related functions to be performed, Customer do so on the basis that the Brickwork assistant is acting on their behalf and under their supervision, although Brickwork has its own quality and supervisory staff to monitor the assistant.
Although Brickwork has kept in reasonable procedures to protect Customer data, it is the Customer's responsibility to ensure the security of any credentials they share with their Brickwork assistant to perform the services. This could include implementing controls like role-based access restriction, limiting the information visibility, access duration etc.
Customer should not use the Brickwork assistant to support in any illegal or immoral activity, including allowing unauthorised persons access to use Brickwork assistant's services.
If the Customer recommends the Brickwork assistant to use any content or images from paid/copyrights sources, they should purchase such content/images before the Brickwork assistant use them to provide the required service. Customer must ensure that all appropriate permissions to use such content or images have been obtained and there are no violations of copyright laws.
To provide services, Customer may provide Brickwork with information and access to content, images and licensed software and equipment. Brickwork warrants that all Customer property will be used exclusively in connection with the performance of the Services under this TOS and not for any other purpose. It is Customer's responsibility to inform Brickwork if any information shared during the project to be treated as confidential and how to handle such information. Brickwork will take reasonable steps to ensure the Brickwork assistant adheres to Customer's instruction.
Brickwork provides services to the Customer as per the instructions received and it is the responsibility of the Customer to collect necessary consent from the individuals whose information is disclosed to Brickwork. Under no circumstances shall Brickwork be liable for any breach arising due to the failure of obtaining consents from such other people, including third parties, as per the guidelines set in the applicable legislations like GDPR, CCPA or any other applicable legislations.
This TOS shall be effective from the date the Customer accepts it on the website and shall be valid till the completion of the Customer's engagement with Brickwork or until terminated by either party as specified below:
The Customer can terminate the engagement before the end of the engagement if they are not satisfied with Brickwork's services or for any other business reason. All subscription engagements can be terminated with 30 days prior notice. Please refer to clause 5 for service warranty and clause 6 for our refund policy.
Brickwork reserves the right to terminate the engagement without notice, under the following 2 conditions.
Customer shall pay the project fees as per the schedule and payment terms agreed in the 'Work Order'. For any payment delays beyond 5 business days from the scheduled dates, Brickwork retains the right to withhold any further deliverables including the release of any source codes or IP resulting from Brickwork's activities under this TOS, until the pending payment is made.
Brickwork is responsible for the quality of the work it delivers and commits to making all reasonable efforts to deliver quality deliverables, on a 'best-effort' basis only, unless the inability to deliver as agreed is attributable to reasons beyond Brickwork's control. All information provided is based on freely available online information and there is no warranty on any of the information, tasks, or projects delivered to the Customer.
In the event of deficiency in service, Brickwork will make all reasonable efforts to rectify the deficiency including rework on the deliverables or change the assistant. If these solutions do not meet Customer's expectations, Brickwork will refund the unutilized hours or give the option to Customer to use the unutilised hours towards any other support, under the following situations:
No refunds will be made in the following cases:
Brickwork will send out feedback surveys on a regular basis to track Customer experience and improve the quality of our services.
Brickwork acknowledges that all work performed under this TOS shall be deemed as "works-made-for-hire" and the authorship shall belong exclusively to the Customer. Except as provided otherwise in this TOS, each party retains sole and exclusive ownership of all data, results, ideas, discoveries, inventions, reports and works of authorship, whether or not patentable or subject to copyright, which may be made, written, conceived or reduced to practice by them or any third-party, and any derivative works of such intellectual property created after the effective date; provided that such derivative work (a) does not arise from the confidential information of the other party; and/or (b) is not created specifically for the other party.
However, any pre-existing confidential information belonging to Brickwork, included in any deliverable, shall remain the exclusive property of Brickwork. To the extent that Brickwork incorporates any of its own information into the deliverables, Brickwork hereby grants to Customer, royalty-free, non-exclusive, non-transferable license to make, use, sell, copy, distribute, display, perform, transmit, such Brickwork information in connection with the deliverables, unless informed otherwise.
The Customer acknowledges that Brickwork has made substantial investments in recruiting, training, and matching skilled Brickwork employee with Customers, and that Brickwork has a legitimate interest in earning a reasonable return on those investments.
The Customer also acknowledges that Brickwork has agreements with its employees to protect this interest by requiring that Brickwork employees obtain Brickwork's prior written consent before accepting any direct or indirect engagement (whether as an employee, consultant, contractor or otherwise) with any of the Brickwork Customers or their affiliates and subsidiaries.
Accordingly, to the fullest extent permitted under applicable law, the Customer agrees that during the term of their project with Brickwork, and for a two year's period from the date of completion of their last project with Brickwork, the Customer shall not directly or indirectly (i) solicit, recruit, induce, attempt to recruit or induce, or encourage any of the Brickwork employees or any of the sub-contractors with whom the Customer had contact during the term of this Agreement to terminate or reduce their employment or contractor relationship with Brickwork in order to provide services directly to the Customer or their affiliates. Customer shall communicate with Brickwork's employees only using their Brickwork email id and shall not provide personal references or testimonials to Brickwork employees through their personal mail, or on social media or any public platform work.
Should any solicitation by the Customer become a substantial factor resulting in a Brickwork employee leaving Brickwork and accepting an engagement with the Customer directly or indirectly during the term of the Customer engagement or within 2 years after end of engagement, the Customer is liable for and agrees to compensate Brickwork for its lost investments, a one-time fee equivalent of one year's worth of full time billing ranging from a minimum of USD 30,000 to USD 100,000 to be paid within 10 days of the notice sent by Brickwork.
Any agreement or attempted agreement between Customer and assistant, in connection with a service contract, requiring that payment be made outside of Brickwork shall constitute a material breach of this agreement and be subject to cancellation without refund and cause for legal action.
This section 9 will survive the termination of the Term of this Agreement.
"Confidential Information" means any non-public information that relates to the actual or anticipated business (including third party information) and or products, service, research and development , personal information which (i) is subject to privacy rules and regulations and/or derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use of the information, (ii) is the subject of efforts that are reasonable under the circumstances to maintain the secrecy of the information, and (iii) is identified by the Customer as "confidential" and/or "proprietary", or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary under this TOS disclosed by both parties either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of parties, its affiliates or subsidiaries.
Notwithstanding the foregoing, confidential information shall not include any information which, (i) was known or subsequently becomes generally known or available by publication, commercial use or otherwise, after disclosure to Brickwork through no wrongful action of Brickwork, (ii) was known by Brickwork as a non-confidential information prior or at the time of disclosure, or (iii) is lawfully obtained by Brickwork without violation of a confidentiality obligation of this TOS (iv) is independently developed by Brickwork without any use of and/or access to the Customer's information or (v) was in the rightful possession of Brickwork, without confidentiality obligations, at the time of disclosure as shown by Brickwork's then-contemporaneous written records (vi) information not marked as confidential by the Customer (vii) information Brickwork required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect Brickwork's rights or property, or the rights or property of its employees or our other Customers.
During the TOS and for a period of 5 years after the expiration of TOS, both the parties, Brickwork, and the Customer, will hold in strict confidence, and shall use the same degree of care and reasonable precautions to protect the confidentiality and to prevent any unauthorized use or disclosure of confidential information, as they would for their own confidential information.
Brickwork will not use the confidential information for any purpose whatsoever other than as necessary for the performance of the Services. Brickwork may disclose the confidential information to a third party with prior written consent of the Customer, on a need-to-know basis for the purposes of performing the services.
Brickwork complies with and will continue to comply with all applicable laws relating to the provision of the services with consideration of privacy and security of personal data including ISO 27001:2013 and General Data Protection Regulation (GDPR). Please read about how Brickwork collects and uses Customers' personal information at https://www.brickworkindia.com/privacy-policy.
Brickwork shall take all reasonable steps to ensure the security and protection of all materials belonging to Customer that is in Brickwork's possession or control, including all deliverables, Customer confidential information and Customer's property. It is the Customer's responsibility to inform Brickwork if any information shared during the project, is sensitive or confidential or has any Intellectual Property. Brickwork will adhere to Customer's special instructions if any, on handling such information. All IP related and sensitive information shared by the Customer (login credentials, source code) will be deleted within 10 days after the project closure as per Brickwork's internal data retention policies, unless the Customer instructs otherwise. Brickwork strongly recommends changing all credentials that has been provided to Brickwork assistants as soon as it is no longer required for providing services to the Customer.
Customer shall indemnify and hold Brickwork and its affiliates and subsidiaries and their respective directors, officers, employees, and representatives, harmless from and against any third-party claims, damages, losses, liabilities, causes of action or injuries, together with all costs and expenses, including penalties, interest levied, reasonable attorney's fees and court costs, arising out of or resulting from:
Any negligence or wilful misconduct or any breach of this TOS by Customer, its employees, or representatives.
Any failure by Customer, its Authorized Users, employees or representatives to comply fully with the posted or published terms of Brickwork Privacy Statement (which may be updated by Brickwork from time-to-time) and TOS.
The infringement of a third-party copyright, trade secret, trademark, moral right, or other proprietary right caused by the unauthorized use of any licensed product or hardware by Customer.
The gross negligence or intentional misconduct of Customer, Customer Affiliate, or Customer employee, contractor, or other personnel.
In no event shall Brickwork be liable for any indirect, incidental, special, or consequential losses and damages, or any punitive or exemplary damages arising out of or in any way connected with the services provided by Brickwork or arising from this TOS. Neither shall Brickwork be liable for any action taken or omitted by its employees/Brickwork assistant in pursuance of this Agreement in good faith, except for gross negligence, bad faith or wilful misconduct adjudicated by a court of competent jurisdiction. Brickwork's obligation shall be restricted only to actual and direct losses and not to any indirect, special, or consequential losses.
In the event of a breach of this Agreement by Brickwork, Brickwork's aggregate, and cumulative liability for damages on all accounts resulting from this TOS hereunder shall in no event exceed the amount of fees received from the Customer for the service in the applicable "Work Order" during the three (3) month period immediately prior to the date in which those actual damages were incurred.
Neither party will use the other party's name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party's written approval. Any approval required under this section shall not be unreasonably withheld or delayed by either party.
Brickwork is and will remain as an independent contractor in its relationship with Customer. Nothing in this TOS shall be deemed to have created a partnership, or joint venture or a contract of employment between Brickwork and Customer.
If any other TOS or 'Work Order'(s) are necessary to enforce the intent of this document, both parties agree to execute such provisions as and when the need arises.
Brickwork will incur no liability to the Customer if its performance of any obligation under this TOS is prevented or delayed by causes beyond its control and without the fault or negligence of Brickwork. Causes beyond a Brickwork's control may include, but are not limited to, acts of God, war, acts of terrorism, explosions, acts of governmental authorities such as changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, pandemic and quarantines and general strikes in India.
If any of these terms and conditions are held to be unenforceable or against public policy, by any competent court or authority, then except for the specific term/s the remainder of this TOS shall remain in full force and effect.
This TOS shall be governed by and construed and enforced in accordance with the laws of India, excluding that body of law pertaining to conflict of law, and the parties hereto agree to submit to the exclusive jurisdiction of the courts of Bangalore for any disputes arising out of the subject matter.
Any disputes arising out of or in connection with the TOS shall be first attempted to be settled through discussion and negotiation between the heads of the respective organizations. If a settlement is not arrived at within thirty (30) days, the dispute shall be referred for Mediation, with both parties selecting a mutually acceptable mediating authority. Each party will bear their own cost of the mediation. The number of arbitrators shall be one. The place of arbitration shall be Bangalore, India. The language used in the proceedings shall be English. The arbitration award shall be binding on both parties.
This TOS constitutes the entire understanding and agreement between Customer and Brickwork, and supersedes and cancels all prior agreements, understandings, and representations in their entirety and are of no further force and effect.
The failure of a party to insist upon strict adherence to any term of this TOS on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this TOS. Any waiver must be in writing signed by the waiving party.
The terms and conditions in this TOS may be amended or modified as required without prior written notice.
Any notice or other communication required or permitted by this TOS to be given to a party shall be in writing and shall be deemed given (i) by courier service, or (ii) by email (for Brickwork at firstname.lastname@example.org) (iii) when sent by confirmed facsimile, or (iii) if mailed by registered or certified mail (return receipt requested), to the party at the party's address previously specified by like notice or through email. If by mail, delivery shall be deemed effective 5 business days after mailing in accordance with this section.
This document is an electronic record in terms of Information Technology Act, 2000 and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000 and does not require any physical or digital signatures.
Last updated: 12th May 2021