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Terms of Service

1. Purpose of Agreement
During the term hereof, Brickwork agrees to provide agreed remote executive assistance services ("Services") to Customer or its affiliates. The purpose of this agreement is to establish the fundamental terms and conditions that will govern the parties' business relationship and that will be applicable to any service provided by Brickwork.

2. Scope of Service
Brickwork will provide services to customer as described in the Work Order(s) which will be considered as exhibits to this Agreement and which will be governed by all terms and conditions set forth in this agreement. The Work Order(s) will define the specific Services to be performed by Brickwork, the schedule or term, the applicable rates and charges therefore, and other appropriate terms and conditions. All items prepared or required to be delivered under the Work Order(s) are collectively referred to herein as the "Deliverables".

3. Provision of Service
Brickwork will provide the agreed service in accordance with the specifications and schedule set forth in the Work order, in a timely and professional manner by skilled personnel, will conform to the industry standards quality, in compliance with all applicable laws or regulations. Brickwork will not cause or create any violation or infringement of any copyright, patent, trademark, other intellectual property right, or any privacy, contractual, or other right of any person or entity.

4. Term & Termination
This Terms of Service shall be effective from the starting date of Customer's project and shall be valid till the completion of the Customer's engagement with Brickwork India until terminated by either party with written notice as specified herein below.

   a. Termination with cause: Either party may terminate this Terms of Service for cause, in the event the other party has failed to perform any obligation required to be performed under this Terms of Service and such failure is not corrected within thirty (30) days from receipt of written notice advising of such failure from the other party.

   b. Termination without cause: Either party may terminate this Terms of Service without any cause after giving 60 days prior written notice to the other party.

Upon termination each party shall return to the other all applicable Confidential Information.

5. Payment
The payment terms as described in the relevant Work Order(s) will be adhered to. and if payments are not made by the Customer per the schedule, despite sufficient notice (15 days) from Brickwork, then Brickwork retains the right to withhold any further Deliverables. Brickwork will also withhold the release of any IP created during the Deliverable process.

6. Intellectual Property
Brickwork acknowledges that the work or Deliverable is being created as a "work made for hire" and, at all stages of development, the work or deliverables shall be and remain the sole and exclusive property of the Customer. Brickwork agrees to transfer and assign, to the Customer and its designees, without further compensation, the entire right, title and interest throughout the world in and to: (a) all technical information first produced by Brickwork in the performance of this Terms of Service; (b) all intellectual property resulting from Brickwork's activities under this Terms of Service; (c) all intellectual property relating to any deliverables under this Terms of Service; and (d) creations and inventions that are otherwise made through the use of Customer's affiliates' equipment, supplies, facilities, materials and/or proprietary information.

Each party retains sole and exclusive ownership of any intellectual property already existing as of the Effective Date and of 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 Customer by Brickwork.

Except as provided otherwise in this Agreement, 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 Brickwork or any third-party, that does not arise from Customer's Confidential Information and/or that is not created specifically for Customer by Brickwork will be owned solely by Brickwork.

Except as provided otherwise in this Agreement, 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 Brickwork or by Brickwork together with Customer or any third-party, arising from Customer's Confidential Information and/or that is created specifically for Customer by Brickwork will be owned solely by Customer.

7. Confidentiality & Nondisclosure
"Confidential Information" means information related to the business (including third party 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 Terms of Service.

Confidential Information shall not include information which, as Brickwork can prove, (i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no fault of the Brickwork, (ii) is known by the Brickwork at the time of disclosure, or (iii) is lawfully obtained by the Brickwork without violation of a confidentiality obligation (iv) is developed by the Brickwork independent of any use of and/or access to the Discloser's Information.

Neither Customer nor Brickwork shall disclose to a third party Confidential Information of the other party. Brickwork shall use the same degree of care and caution as it uses to protect the confidentiality of its own confidential information of like nature, but not less than a reasonable degree of care, to maintain in confidence the Confidential Information of the Customer, and to ensure that Brickwork's "Employees" (as defined herein) maintain confidence of the Confidential Information. The foregoing obligations shall not apply to any information that is required to be disclosed by law or subpoena. The confidentiality obligation set forth herein shall survive the expiration or termination of this Agreement for any reason whatsoever, remaining valid and in full force for two (2) years after the initial disclosure date of each respective item of Confidential Information disclosed hereunder.

Brickwork hereby acknowledges that unauthorized disclosure or use of the Confidential Information could cause irreparable harm and significant injury. Accordingly, Brickwork agrees that the Customer shall have the right to obtain immediate injunctive relief, in addition to any other rights and remedies it may have.

8. Data Security
Brickwork has an ISO 27001:2013 certified Information Security Management System in place. Brickwork shall take all reasonable steps to ensure the security and protection of all materials belonging to customer that may be in Brickwork's possession or control, including without limitation all Deliverables, Other Customer Confidential Information and Customer property.

9. Use of Customer Property and Materials
In order to facilitate the efficient delivery of Services, Customer may provide property, material time to time, including for example and without limitation licensed software, telephone equipment. Brickwork warrants that all customer property is used exclusively in connection with the Services under this Agreement and not for any other purpose.

10. Return of Customer Property and Materials
Upon termination or expiration of this Agreement and upon Customer's request at any other time, Brickwork shall in a manner approved Customer, and at Customer's expenses, promptly deliver all materials and property to the Customer.

11. Indemnification
Customer shall indemnify, defend, and hold harmless Brickwork, its directors, officers, employees, agents and affiliates ("Indemnitees") from and against any and all claims (as defined below) asserted against, resulting to, imposed upon, or incurred by any Indemnitee directly or indirectly, by reason of arising out of (a) any negligence or wilful misconduct or any breach of this Agreement, or (b) any claim that Customer or its Operations, or any Indemnitee perform such operation thereof, infringes any rights of data subject or any applicable laws . The term "claim" shall include (i) all debts, liabilities, and obligations, (ii) all losses, damages, judgements, awards, settlements, costs and expenses (including, without limitation, interest, penalties, court costs, and reasonable attorney's fees and expenses) and (iii) all demands, claims, suits, actions, costs of investigations, cause of action, proceedings, and assessments.

12. Limitation of Liability
In no event shall either party be liable for any indirect, incidental, special or consequential damages, including without limitation damages for loss of profits, data or use, errors or omissions, incurred by either party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages. Brickwork's aggregate and cumulative liability for damages on all accounts hereunder shall in no event exceed the amount of fees received from the Customer in the last six (6) months under the relevant Work Order giving rise to the liability.

13. Non-Solicitation
During the term of the Customer's project with Brickwork and For five (5) years period from the date of completion of Customer's last Project with Brickwork, each party agrees that it will not (through itself, affiliates, principals, or other related parties) solicit for employment, employ, consult with, utilize the services of, or in any other manner induce any employees or give reference (personally or on any public platform) of any employees of the other party including the former employees who was engaged or involved in any manner with that particular Customer's project to perform services for such party or any person or entity related thereto.

14. Independent Contractor
Brickwork is and will remain as an independent contractor in its relationship with Customer. Nothing in this Terms of Service shall be deemed to have created a partnership, or joint venture or a contract of employment between Brickwork and Customer.

15. Further Documentation
If any other agreements 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.

16. Force Majeure
Brickwork shall have no liability for any failure beyond its reasonable control and without its fault or negligence including, but not limited to, acts of God, severe weather, etc.

17. Severability
If any of these terms and conditions are held to be unenforceable or against public policy, by a competent court or arbitration, then that term alone shall be removed from this document and the remainder of the Terms of Service shall stay in full force and effect.

18. Amendment
This Agreement may be amended or modified only by a written instrument, mutually agreed by both the parties and signed by a duly authorized representative of the parties. This Agreement supersedes and replaces any and all previous agreements between the parties.

19. Governing laws and jurisdiction:
This Agreement 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.

20. Dispute Resolution
Any disputes arising out of or in connection with the Terms of Service 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 to Mediation. The parties will select a mediator by their mutual agreement, within 15 days. The cost of the Mediation shall be divided equally among the parties involved. Once a settlement has been reached, a mediation agreement shall be drawn up. If parties fail to come into any settlement through mediation, parties will have the right to refer the dispute to the court.

21. Acknowledgment
This Terms of Service together with the Work Order(s) and further documents as necessary, set forth the entire agreement and understanding between the parties relating to the subject matter and supersedes all prior discussions, oral or in writing, between the parties.

The parties have fully read and agree to the terms and conditions of this Terms of Service.

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