Terms of Service
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:
1. Services
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.
2. Customer responsibilities a. Supervision of assistant: 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.
b. Credentials: 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. c. Restricted services: 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.
d. Copyright protection: 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.
e. Use of customer information, documents, and materials: 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.
f. Breach of legislation/guidelines: 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.
3. Term & termination
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:
a. Termination by customer
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.
b. Termination by Brickwork
Brickwork reserves the right to terminate the engagement without notice, under the
following 2 conditions. In case of abusive or unprofessional behaviour by a CustomerIn
case Brickwork believes the Customer's project may be unethical or illegitimate
or in conflict with any change in applicable laws
4. Payment
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.
5. Service warranty
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.
6. Refund policy 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:
- If Brickwork has clearly not delivered as per the scope in the work order, or instructions
provided in email by the Customer.
- If Customer is not happy with the relevance of the information to their project.
- If Customer feels that their assistant does not have the required skills or capabilities
to deliver their task, and an alternative assistant assigned is also not satisfactory.
- If Brickwork is unable to support the Customer due to unforeseen issues while using
any third-party tools involved in project delivery.
No refunds will be made in the following cases:
- If the engagement is a trial or pilotIf the Customer has deviated from the scope
- If Customer has not provided timely feedback or instructions during the project
and later expresses dissatisfaction on the deliverables shared
- If the dissatisfaction on the deliverables is not expressed within 5 business days
post receiving the deliverables
- If mutually agreed for a rework and or a replacement of the assistantIn case of
subscription engagement model, if the Customer does not use 100% of the purchased
hours within the validity period, refund will not be made for the unused hours.
However, if the subscription hours are 40 hours or more per month and the Customer
renews the engagement, then Brickwork will roll over 15% of the monthly hours to
the subsequent month.
7. Customer feedback survey Brickwork will send out feedback surveys
on a regular basis to track Customer experience and improve the quality of our services.
8. Ownership of intellectual property 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.
9. Non-solicitation 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.
10. Confidentiality & non-disclosure
a. Definition of confidential information "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.
b. Exception to confidential information 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.
c. Non-use and non-disclosure 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.
11. Personal data privacy and security 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.
12. Sensitive data retention: 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.
13. Indemnification 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:
a. Any negligence or wilful misconduct or any breach of this TOS by Customer, its
employees, or representatives.
b. 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.
c. 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.
d. The gross negligence or intentional misconduct of Customer, Customer Affiliate,
or Customer employee, contractor, or other personnel.
14. Limitation of liability 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.
15. Publicity 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.
16. General provisions
a. Independent contractor 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.
b. Further documentation 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.
c. Force majeure 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.
d. Severability 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.
e. Governing laws and jurisdiction 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.
f. Dispute resolution 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.
g. Acknowledgment 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.
h. Waiver 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.
i. Amendment The terms and conditions in this TOS may be amended or modified
as required without prior written notice.
j. Notices 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 escalation@brickworkindia.com)
(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.
k. Signatures 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.