These Terms and Conditions constitute an agreement (“Agreement”) between you (“you”, “your”, “user” or “Customer”) and HelloDesk (“contractor”, “us”, “we” or “our”). This Agreement will govern your use of HelloDesk’s products and services and all other aspects of your commercial relationship with HelloDesk, so please read it carefully. By using or continuing to use our services you agree to each of the terms and conditions below.
1) TERM: The term of this Agreement shall begin on the date of purchase and shall continue on a month-to-month basis unless terminated by either Party upon ten (10) business days’ prior written notice to the other Party (the “Term”).
2) PAYMENT: By electing to purchase subscription-based services, you warrant that all information you submit is true, legally valid and accurate (including without limitation your credit card number(s), billing address and expiration date) and you agree to pay all subscription and additional usage fees you incur, plus all applicable taxes.
(1) Payment of Your account balance and other applicable charges is due monthly and must
(2) be made by the valid credit card(s) designated by you. You must promptly notify the Company of changes to: (a) the account number or expiration date of your designated credit card(s); (b) Your billing address; or (c) cancellation, theft or loss of your designated card(s).
(3) Any payment received after the due date will be assessed a $50 late payment fee.
(4) Should a payment be declined for any reason, we will we will reach out to you and attempt to charge it again after 6 days. If unsuccessful, your account will be terminated and we will notify you of such termination by email or by telephone.
(5) Notwithstanding the previous section, if you payment is declined for a charge within 90 days of the date you opened your account, your account will be canceled immediately and the phone number on your account may be unavailable.
(6) Initial payments are due when an account is activated, and followed by a monthly payment. We will provide you with an invoice that reflects your Base Fee for the current month and accrued charges for Supplemental Services for the preceding month. Your Monthly Bill is due on receipt (the “Due Date”). You authorize us to collect an Electronic Payment each month to satisfy all charges shown on your Monthly Bill.
(7) Each month you will be charged a base fee for the Service Plan you have elected (your “Base Fee”). Your Base Fee includes regulatory and government fees, all taxes and surcharges. If you use Services not covered under your Service Plan (“Supplemental Services”), you will be charged additional fees (“Supplemental Service Fees”). Supplemental Services include, but are not limited to, additional minutes you used (which exceeded the number of minutes in your Service Plan), long distance calls, call patching, automated services, and other Services.
(8) HelloDesk reserves the right to update the Rate Schedule including change its pricing and/or billing practices in its sole discretion. HelloDesk may introduce new products and Services at special introductory pricing. Introductory pricing may change at discretion by HelloDesk.
(9) Once a payment is made, it is non-refundable
(10)To upgrade or downgrade any services you have selected, you may contact our support team at sales@myhellodesk.com or by calling 866-246-2424.
3) CLIENT RESPONSIBILITY:
(1) Supervision of staff. Your assigned staff acts under your direction. If you require your staff to make decisions on your behalf about the way in which any work/ actions/ tasks/ strategies or other business related functions are performed, you do so on the basis that the staff member is acting on your behalf and is under your supervision at all times.
(2) Passwords. Should you decide to give your staff access to your business and/or personal accounts, you do so entirely at your own risk, and you are fully responsible for ensuring the security of your data. You will be solely responsible for any loss, liability or violations that might occur as a result of such access.
(3) Nature of Services. You may not use your staff or any of the Services to engage in any illegal or immoral activity.
(4) During the term of this Agreement, and for a period of twelve (12) months after the termination of this Agreement, the Client shall not and shall cause the other Client Parties to not, directly or indirectly, on behalf of the Client or any other person, (i) solicit, recruit, induce, attempt to recruit or induce, or encourage any of the staff or any of the Contractor’s other employees or contractors with whom the Client had contact during the term of this Agreement to terminate or reduce their employment or contractor relationship with the Contractor in order to provide services directly to any other person, including the Client and the other Client Parties, or (ii) employ as an employee or engage as a contractor any individual (A) who is then, or was within the preceding twelve (12) months, an employee or contractor of the Contractor and (B) with whom the Client had contact during the term of this Agreement.
4) LIMITATION OF LIABILITY: IN NO EVENT SHALL HELLODESK, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITING TOO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT SERVICES OR ACCOUNTS; (iii) NON PERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICES PROVIDER; (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATIOIN; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (vi) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF HELLODESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HELLODESK ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS (1) WILL BE UNINTERRUPTED OR ERROR FREE; (2) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE MATERIALS, CONTENT, SERVICES AND ACCOUNT.
IN NO EVEN SHALL HELLODESK, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE SERVICES.
SPECIALTY ANSWERING SERVICE MAY SE SUBCONTRACTORS TO PROVIDE SOME OR ALL OF THE SERVICES HEREUNDER. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, HELLODESK SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND HELLODESK AGREE THAT IN NO EVENT SHALL LIABILITY TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABLITY.
YOU AND HELLODESK AGREE THAT THIS SECTION OF THE AGREEMENT, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND HELLODESK. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITAION OF LIABILITY, HELLODESK WOULD NOT PROVIDE MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU.
THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
By accepting these terms and conditions you are acknowledging that you have read this LIMITATION OF LIABILITY section and that you agree to its terms and conditions.
5) INDEMNIFICATION. User will defend, indemnify and hold harmless the Company and the Company Affiliates, and their respective successors and permitted assigns, from and against any claim, suit, demand, loss, damage, expense (including reasonable attorneys' fees and costs) or liability that may result from, arise out of or relate to: (a) acts or omissions by User arising out of or in connection with this Agreement; (b) intentional or negligent violations by User of any applicable laws or governmental regulation, (c) contractual relations between the User and a third party; or (d) infringement of intellectual property rights including, but not limited to, rights relating to patent and copyright. User acknowledges that the Company has no control over the content of information transmitted by User or User's customers and that the Company does not examine the use to which User or User's customers put the Service or the nature of the information User or Users customers send or receive. User hereby indemnifies and holds harmless the Company and Company Affiliates from any and all loss, cost, damage, expense, or liability relating to or arising out of the transmission, reception, and/or content of information of whatever nature transmitted or received by User or Users.
6) CHANGES TO THESE TERMS AND CONDITIONS: HelloDesk reserves the right, at any time, to change, modify or amend these Terms and Conditions, your Service Plan or the Rate Schedule (an “Amendment”). In the event that we make an Amendment, we will provide you with notice via email and/or phone.
Each Amendment shall have an effective date which shall be not less than 15 days after the Notice of Amendment. If you do not agree to the terms of the Amendment you may terminate this Agreement by giving us written notice within 15 days of receipt of the Notice of Amendment.
If you use HelloDesk Services after receipt of Notice of an Amendment you are accepting the terms of the Amendment and agree that your Service Plan shall be subject to the terms of the Amendment.
