Terms of Service

Parties

HELPNOV LIMITED a company incorporated in England and Wales under number 12779702 whose registered office is at 26 Mills Chase, Bracknell, England, RG12 9RE (HELPNOV or Supplier); and
Customer Company who signs up for HELPNOV’s Free or Paid subscriptions through HELPNOV’s website (Customer)

(each of HELPNOV and the Customer being a party and together HELPNOV and the Customer are the parties).

Background

The HELPNOV conducts the business of supplying an online software-as-a-service products and other services by subscriptions to other businesses and consumers.
The Customer conducts the business offers their products and services to their end customers through Customers Website, online and digital channels.
The parties have agreed that the HELPNOV shall supply services to the Customer on the terms set out in this Agreement.

The parties agree:

Definitions and interpretation
1. In this Agreement:

Agent Application	means HELPNOV’s application with web-based user interface used by Customer Staff for using Agent Console to attend calls from End customers and also for the purposes of carrying out their day to day to tasks such as account management, user and Team management, review and verification of service logs, calls, call recordings.
Agent Console Appointment Console	means to HELPNOV’s user interface provided as part of Agent Application for receiving/ attending calls from End Customers accessing and administering the Services that Customer may access via the web or the HELPNOV Apps. means to HELPNOV’s user interface provided as part of Agent Application for joining calls with End Customers for a pre-booked appointments / meeting and administering the services that Customer may access via Web or the HELPNOV Apps.
AUP	means HELPNOV’s Acceptable Use Policy, available at https://www.helpnov.com/legal/aup URL.
Authorized User	means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
Bribery Laws	means the Bribery Act 2010 and all other applicable United Kingdom laws, legislation, statutory instruments and regulations in relation to bribery or corruption and any similar or equivalent laws in any other relevant jurisdiction;
Business Day	means a day other than a Saturday, Sunday or bank or public holiday in England;
Commencement Date	means the "Effective Date" of this Agreement which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
Completion	has the meaning given in clause 17.3 and Complete, Completed and similar expressions shall be construed accordingly;
Completion Note	has the meaning given in clause 17.2;
Confidential Information	has the meaning given to it in clause 30.1;
Contractor	means an independent contractor or consultant who is not a competitor of HELPNOV.
Customer	means a direct customer of HELPNOV signed up for one of the subscription price plans published on HELPNOV website.
Customer Account Owner	means an employee or staff member of a subscription plan Customer who, on behalf of the Customer is authorized to manage (add / update / delete) Credit/Debit card as a payment method for the Billing Account.
Customer Account Owner Portal	means HELPNOV’s Control panel like application with web-based user interface accessible only to Customer Account Owner for the purposes of carrying out their day to day to tasks such as Billing and Payment method management, account management, user and Team management, review and verification of service logs, calls, call recordings.
Customer Assets	means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with the End Users.
Customer Data	means any data of any type that is submitted to the HELPNOV Services by the Customer Account Owner, on behalf of Customer, as part of signing up for HELPNOV Subscription plans.
Customer Staff	means an employee or staff member a Customer who is an Authorized User.
Customer Materials	any material owned by the Customer or its Affiliates and any modifications to that material;
Deliverables	means the deliverables ancillary to the supply of the Services, including without limitation any media on which the results of the Services are supplied;
Documentation	means the technical user documentation provided with the Services.
End Customer	means Customer's end user customers, potential customers, and other users of and visitors to the Customer Properties.
End Customer Data	means any data of any type that is submitted to the HELPNOV Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the HELPNOV Services by Customer (including from Third Party Platforms) and (b) data provided by or about End Customer (including chat and message logs) that are collected from the Customer Assets using the HELPNOV Services.
Excluded Claims	means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Customer Obligations) or 3.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service).
Feedback	means comments, questions, suggestions or other feedback relating to any HELPNOV product or service.
Force Majeure	has the meaning given in clause 37.1;
Good Industry Practice	means the exercise of that degree of professionalism, skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or company engaged in the same type of activity under the same or similar circumstances;
HELPNOV App(s)	means any mobile application, desktop client software, web-based service accessible via web browser included in the applicable Service that is made available by HELPNOV.
HELPNOV Code HELPNOV Button HELPNOV Form	means certain JavaScript code or other code provided by HELPNOV for deployment on Customer Assets. represents visual widget in the form of HELPNOV Logo (embodying the deployed HELPNOV Code) placed Customer Assets to make it visible to and usable by End Customer. Represents a small form, that gets opened in response to end user clicking on HELPNOV Button placed on Customer Assets, to capture brief end user information (Name, Contact Number, E-Mail).
HELPNOV Communication	means any audio, video calling communication coupled with chat messaging and screen sharing between Customer’s staff and End Customer through Customer Assets
HELPNOV Service.	means HELPNOV’s proprietary software-as-a-service solution(s) including a set of tools known as Customer Account Owner Portal, Agent Console, Appointment Console, Agent Application for Customer’s staff as described in the applicable Order Form.
Intellectual Property Rights	means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in Confidential Information, Know-how, trade secrets, trademarks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, data exclusivity rights, approvals, utility models, domain names, business names, rights in computer software, topography rights, the right to sue for infringement, unfair competition and passing off, and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
IPR Claim	has the meaning given in clause 25.1;
Know-how	means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, the results and procedures for experiments and tests, reports, component lists, manuals, instructions, designs, sketches, drawings, information relating to customers and suppliers (whether written or in any other form and whether confidential or not);
Law	means: (a) any law, statute, regulation, by-law or subordinate legislation in force from time to time to which a party is subject and/or in any jurisdiction that the Services are provided to or in respect of; (b) the common law and laws of equity as applicable to the parties from time to time; (c) any binding court order, judgment or decree; (d) any applicable industry code, policy or standard; or (e) any applicable direction, policy, rule or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business;
Modern Slavery Policy	means HELPNOV’s anti-slavery and human trafficking policy as set out in Clause 43 as updated by HELPNOV and notified to the Customer from time to time;
MSA Offence	has the meaning given in clause 32.1.1;
Order Form	means the documentation used to order HELPNOV services and submitted by the Customer in accordance with clause 3;
Performance Location	means the location set out in Schedule 1 at which HELPNOV shall perform, or procure the performance of, the Services;
Policies	means the policies of HELPNOV set out in Schedule 4 as the same may be updated from time to time by HELPNOV and notified to the Customer;
Price	means the price of any of the Services determined under Schedule 2;
Representatives	has the meaning given to it in clause 30.2.1;
Sensitive Personal Information	means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU General Data Protection Regulation or any successor directive or regulation).
Services	means the services listed in Schedule 1 together with the Deliverables;
Specification	means the description of the Services set out in Schedule 1;
Subscription Term	has the meaning given to it in clause 4;
Supplier Personnel	means all employees, officers, staff, other workers, agents and consultants of HELPNOV, its Affiliates and any of their subcontractors who are engaged in the performance of the Services from time to time;
Term	means Subscription Term and has the meaning given to it in clause 3;
Taxes	means any sales, use, GST, value-added tax, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of HELPNOV.
Third-Party Platform.	means any software, software-as-a-service, data sources or other products or services not provided by HELPNOV that are integrated with Services as described in the Documentation.
VAT	means value added tax, as defined by the Value Added Tax Act 1994; and
Warranty Period	means the period during which Subscription Term takes place and the period of 30 days from Completion.

In this Agreement:
1. a reference to this Agreement includes its Schedules, appendices and annexes (if any);
2. a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
4. a reference to a gender includes each other gender;
5. words in the singular include the plural and vice versa;
6. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
7. the table of contents, background section and any clause, schedule or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and

Commencement and term
This Agreement commences on the Commencement Date and shall continue until the Services have been Completed, when it shall terminate unless terminated earlier in accordance with clause 38 or clause 46 (the Term).
Services
1. This Agreement permits the Customer to purchase subscriptions to HELPNOV online software-as-a-service products and other services from HELPNOV pursuant to any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (Order Form) and sets forth the basic terms and conditions under which those products and services will be delivered.
2. An Overview of HELPNOV Services is outlined in Schedule 1 which is attached hereto and forms part of this Agreement.
Ordering Process
1. HELPNOV will supply, and the Customer will purchase subscriptions to HELPNOV’s online software-as-a-service products and other services by its ordering documents or online registration.
2. The Order Form will also specify the basic terms and conditions under which those products and services will be delivered.
3. Upon the receipt of an Order Form or online registration for HELPNOV subscription service, HELPNOV will provide you with passwords to access the Services on the HELPNOV App.
4. You are required to ensure that all Authorized Users keep their user ID and password strictly confidential and not share such information with any unauthorized person.
5. Your authorisation for access and use of the HELPNOV Service is for the Customer sole benefit only and are to be used in accordance with the terms and conditions of this Agreement and as outlined in other documentation provided and forms part of this Agreement.
6. Use of and access to the HELPNOV Services is permitted only to Authorized Users. The Order Form will provide you with details of the scope of use and restrictions (including without limitation the number of people tracked).
7. HELPNOV grants to the Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term. This license permits the Customer to copy and deploy and or place the HELPNOV Code, HELPNOV Button in the form provided by HELPNOV, on Customer’s Assets solely to support Customer's use of the Service.
8. Each of HELPNOV Service will be provided on a subscription basis for a set term as will be shown on the Order Form (a "Subscription Term").
Free Trial Subscriptions
1. The Customer may request a free trial of HELPNOV subscription services (a "Free Trial Subscription").
2. If the Customer receives free access or a trial or evaluation subscription to the HELPNOV Services, then Customer must use the HELPNOV Services in accordance with the terms and conditions of this Agreement for a trial period granted to it by HELPNOV (the "Free Trial Period").
3. Free Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the HELPNOV Services.
4. Free Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term.
5. If the Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the HELPNOV Services will be terminated at the end of the Trial Period.
6. HELPNOV has the right to terminate a Free Trial Subscription at any time for any reason.
7. Notwithstanding anything to the contrary in this Agreement, HELPNOV will have no warranty, indemnity, support, or other obligations to the customer or otherwise with respect to Free Trial Subscriptions.
Authorisation and Access to Services
1. Upon subscription by the Customer, HELPNOV will grant User IDs to named individual(s) provided by the Customer. These named individuals must not share this information with any other persons.
2. The Customer will be responsible for any and all actions taken by the authorised individual when using the Customer's accounts and passwords.
3. The Customer will immediately delete any Authorized User’s ID and access to the Service if they are no longer an employee (or Contractor, as set forth below) of Customer.
4. The Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Authorized
5. Should the Customer authorise its Contractors and its Affiliates' employees and Contractors to use the Service under clause 3.4 above, the Customer will do so for its sole benefit only and under the terms of this Agreement retaining responsibility for compliance thereof and liability for any breach of use incurred because of this authorisation.
HELPNOV Apps and Usage
1. HELPNOV may provide HELPNOV Apps, HELPNOV Buttons for use with the Services. In the provision of its Apps, HELPNOV grants to the Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term.
2. The Apps will be to use the object code form of the HELPNOV Apps, HELPNOV Buttons internally, but only in connection with the Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.
Deployment of HELPNOV Code
1. When the Customer subscribes to HELPNOV Services, it acquires the right to deploy HELPNOV Code and HELPNOV Button on the Customer Assets in order to enable HELPNOV Communication to collect End Customer Data for use with the HELPNOV Service.
2. The Customer must implement HELPNOV Code and HELPNOV Button on the Customer Assets in order to enable features of the HELPNOV Communication. The Customer will implement all HELPNOV Code and HELPNOV Button in strict accordance with the Documentation and other instructions provided by HELPNOV.
3. The Customer acknowledges that any changes made to the Customer Assets after initial implementation of HELPNOV Code and HELPNOV Button may cause the Services to cease working or function improperly and that HELPNOV will have no responsibility for the impact of any such Customer changes.
Application Programme Interface (APIs)
1. If HELPNOV provides access to any API available as part of the HELPNOV Services, HELPNOV reserves the right to place limits on such access. Such limits will include limits on numbers of calls or requests.
2. Further, HELPNOV may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if HELPNOV believes that Customer's usage is in breach of this Agreement or may negatively affect the HELPNOV Services (or otherwise impose liability on HELPNOV).
End Customer Data
1. As between the parties, the Customer will retain all rights, title and interest (including any and all intellectual property rights) in and to the End Customer Data as provided to HELPNOV through HELPNOV Button and HELPNOV Form placed on Customer Assets.
2. The Customer hereby grants to HELPNOV a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the End Customer Data solely to the extent necessary to provide the HELPNOV Services to Customer, subject to the terms of this Agreement,
3. HELPNOV does not provide an archiving service, namely, storage of End Customer HELPNOV agrees only that it will not intentionally delete any End Customer Data from any HELPNOV Services prior to termination of Customer's applicable Subscription Term.
4. HELPNOV expressly disclaims all other obligations with respect to storage of End Customer Data.
5. The Customer will be fully responsible for any End Customer Data submitted to HELPNOV Services by any End Customer as if it was submitted by the Customer.
General Restrictions
1. The Customer will not (and will not permit any third party to):
  1. rent, lease, provide access to or sublicense the HELPNOV Services to a third party;
  2. use the HELPNOV Services to provide, or incorporate the HELPNOV Services into, any product or service provided to a third party;
  3. reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the HELPNOV Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to HELPNOV);
  4. copy or modify the HELPNOV Services or any Documentation, or create any derivative work from any of the foregoing;
  5. remove or obscure any proprietary or other notices contained in the HELPNOV Services (including without limitation)
    1. the "Powered by HELPNOV" designation that may appear as part of the deployment of the HELPNOV Services on Customer Properties; and
    2. notices on any reports or data printed from the HELPNOV Services); or
  6. publicly disseminate information regarding the performance of the HELPNOV Services.
Customer Obligations
1. During the Subscription Term, HELPNOV agrees to supply, and the Customer agrees to purchase, the Services on the terms set out in this Agreement.
2. The Customer shall at all times and in all respects:
  1. perform its obligations in accordance with the terms of this Agreement;
  2. co-operate with to ensure compliance with the Policies;
  3. pay the Prices for the Services in accordance with the provisions of Schedule 2;
  4. co-operate with HELPNOV in all matters arising under this Agreement or otherwise relating to the performance of the Services;
  5. make the Performance Location accessible to HELPNOV and HELPNOV Personnel as may be necessary for HELPNOV to perform the Services and otherwise comply with its obligations under this Agreement;
  6. provide the Customer Materials, and all other information, documents, materials, data or other items necessary for the provision of the Services, to HELPNOV in a timely manner;
  7. inform HELPNOV in a timely manner of any matters (including any health, safety or security requirements) which may affect the provision of the Services;
  8. ensure that all tools, equipment, materials or other items provided to HELPNOV for the provision of the Services are suitable for the performance of the Services, in good condition and in good working order; and
  9. obtain and maintain all necessary licences, permits and consents required to enable HELPNOV to perform the Services and otherwise comply with its obligations under this Agreement.
  10. Customer represents and warrants to HELPNOV that it has all the necessary rights, consents and permissions to collect, share and use all End Customer Data as contemplated in this Agreement (including granting HELPNOV the rights in clause 9.1 above and that no End Customer Data will violate or infringe
    1. any third-party intellectual property, publicity, privacy or other rights,
    2. any Laws, or
    3. any terms of service, privacy policies or other agreements governing the Customer Assets or Customer's accounts with any Third-Party Platforms.
  11. Customer is solely responsible for the accuracy, content and legality of all End Customer Data.
Sensitive Personal Information
1. The Customer specifically agrees not to use HELPNOV Services to collect, store, process or transmit any Sensitive Personal Information.
2. The Customer acknowledges that HELPNOV is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the HELPNOV Services are neither HIPAA nor PCI DSS compliant.
3. HELPNOV will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.
Disclosures on Customer Assets
1. The Customer acknowledges that HELPNOV Code, HELPNOV Button and HELPNOV Form, placed on Customer Assets and accessible to End Customer via Customer Assets, uses cookies and other similar technologies like such as web beacons (sometimes referred to as tracking pixels or clear gifs), caching, local browser storage, session browser storage to be associated with each End Customer and may process End Customers’ device IP Address personal data (User Name, Contact Number, E-Mail) submitted via HELPNOV Form (which opens up as a result of end customer clicking on HELPNOV Button). We also use caching, local storage, session storage in your browser to store personalization settings such as your session id, your unique cookie id in order to allows HELPNOV to enhance the Customer experience with seamlessness and session continuity to resume sessions where you left off.
2. The Customer will include on each Customer Asset a link to its Privacy Policy that discloses Customer's use of third-party tracking technology to collect data about End Customer as described in this Agreement.
3. The Customer's Privacy Policy must disclose how, and for what purposes, the data collected through HELPNOV Code, HELPNOV Button, HELPNOV Form will be used or shared with HELPNOV as part of the HELPNOV Services.
4. The Customer must also provide End Customer with clear and comprehensive information about the storing and accessing of cookies or other information on the End Customers’ devices where such activity occurs in connection with the HELPNOV Services and as required by applicable Laws.
5. For clarity, as between the Customer and HELPNOV, the Customer will be solely responsible for obtaining the necessary clearances, consents and approvals from End Customer under all applicable Laws.
Aggregated Anonymous Data
1. Notwithstanding anything to the contrary herein, the Customer agrees that HELPNOV may obtain and aggregate technical and other data about Customer's use of the HELPNOV Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"); and
2. HELPNOV may use the Aggregated Anonymous Data to analyse, improve, support and operate the HELPNOV Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other HELPNOV customers.
3. For clarity, this clause does not give HELPNOV the right to identify Customer as the source of any Aggregated Anonymous Data
Security
1. HELPNOV agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any HELPNOV Service or End Customer Data.
2. HELPNOV will have no responsibility for any errors in transmission, unauthorised third-party access or other causes beyond HELPNOV's control.
Exclusivity
1. HELPNOV shall be the exclusive supplier to the Customer of the Services.
2. The Customer shall not purchase, directly or indirectly, any services which are the same as or similar to the Services from any other person during the Subscription Term.
3. Nothing in this Agreement shall restrict HELPNOV from supplying any services which are the same as or similar to the Services to other customers.
Performance of the services
1. The Customer shall make the Performance Location fully available for HELPNOV and HELPNOV Personnel.
2. Following performance of the Services, HELPNOV shall provide written confirmation to the Customer stating:
  1. the categories, type and quantity of Services supplied; and
  2. any special requests from the Customer (the Completion Note).
3. The Services shall be deemed to have been completed in full and in accordance with the terms of this Agreement (Completion) upon delivery of the Completion Note.
4. Time of performance shall not be of the essence. HELPNOV shall use its reasonable endeavours to perform the Services in accordance with any commencement or end dates specified for performance. Any Services which do not have specified commencement or end dates shall be performed by HELPNOV within a reasonable period of time.
5. HELPNOV shall not be liable for any delay or failure in Completion caused by:
  1. the Customer’s failure to make the Performance Location available;
  2. the Customer’s failure to prepare the Performance Locationin accordance with HELPNOV’s instructions OR as required for the supply and Completion of the Services;
  3. the Customer’s failure to provide HELPNOV with adequate instructions for performance of the Services;
  4. the Customer’s failure to comply with the provisions of clause 11.2;
  5. the Customer’s failure to supply the Customer Materials in a timely manner; or
  6. Force Majeure.
Ownership
1. 1. HELPNOV owns and provides the Technology for its Services to the Customer.
  2. This Agreement is for access to and use of the HELPNOV Services.
  3. The Customer acknowledges that it is obtaining only a limited right to the HELPNOV Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement, no ownership rights are being transferred or conveyed to the Customer under this Agreement.
  4. The Customer agrees that HELPNOV or its suppliers retain all rights, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the HELPNOV Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "HELPNOV Technology").
  5. Except as expressly set forth in this Agreement, no rights in any HELPNOV Technology are granted to Customer.
  6. The Customer further acknowledges that the HELPNOV Services are offered as an on-line, hosted Software-as-a-Service solution, and that Customer has no right to obtain a copy of any of the HELPNOV Services, except for HELPNOV Code, HELPNOV Button and the HELPNOV Apps in the format provided by HELPNOV.
Limited Warranty
1. The Customer warrants that:
  1. it has the right, power and authority to enter into this Agreement and grant to HELPNOV the rights (if any) contemplated in this Agreement; and
  2. the Customer Materials and all other information, documents, materials, data or other items provided by the Customer pursuant to this Agreement do not infringe the Intellectual Property Rights of any third party.
  3. all End Customer Data complies with the AUP
2. HELPNOV warrants that:
  1. the Services shall be performed with reasonable care and skill within the meaning of the Supply of Goods and Services Act 1982, s 13;
  2. the Services performed and the Deliverables supplied shall be free from material defects at Completion; and
3. HELPNOV warrants, for the Customer's benefit only, that each HELPNOV Service will operate in substantial conformity with the applicable Documentation.
4. HELNPOV's sole liability (and the Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for HELPNOV to use commercially reasonable efforts to correct the reported non-conformity, or if HELPNOV determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and the Customer will receive as its sole remedy a refund of any fees the Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term.
5. The limited warranty set forth in this clause will not apply:
  1. unless the Customer makes a claim within thirty (30) days of the date on which the Customer first noticed the non-conformity;
  2. if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or
  3. to use provided on a no-charge, trial or evaluation basis.
Warranty Disclaimer
1. Except for the limited warranty in the forgoing clause 20, all services and professional services are provided "as is". neither HELPNOV nor its suppliers make any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or noninfringement.
2. HELNPOV does not warrant that Customer's use of THE HELPNOV Services will be uninterrupted or error-free, nor does HELPNOV warrant that it will review the End Customer Data for accuracy or that it will preserve or maintain the End Customer Data without loss or corruption.
3. HELPNOV shall not be liable for the results of any communications sent or any communications that were failed to be sent using the services. HELPNOV shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of HELPNOV.
4. The Customer may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.
Suspension of services
1. If HELPNOV is prevented or delayed in performing the Services by any cause attributable to the Customer, HELPNOV (without prejudice to its other rights):
  1. may suspend performance of the Services until the Customer remedies its default;
  2. shall not be liable for any costs or losses sustained by the Customer as a result of such suspension; and
  3. may charge the Customer (and the Customer shall pay under this Agreement) costs or losses incurred by HELPNOV arising from the Customer’s default, subject to clause 24.
2. If the Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), HELPNOV reserves the right to suspend access to the applicable HELPNOV Service (and any related services) for customer account owner, customer staff without liability to Customer until such amounts are paid in full.
3. HELPNOV also reserves the right to suspend access to the HELPNOV Services for customer account owner, customer staff without liability to Customer if Customer's use of the Services is in violation of the AUP.
Subscription Term
1. Each Subscription Term will automatically renew for additional one (1) month at the end of the Term unless otherwise specified on the applicable Order Form or either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
Fees and Payment
1. All fees are as set forth in the applicable Order Form and will be paid by the Customer within thirty (30) days of invoice, unless
  1. The Customer is paying via Credit Card (as defined below) or
  2. otherwise specified in the applicable Order Form.
2. Except as expressly set out in each of the Clauses 20 and 34 all fees are non-refundable.
3. The rates in the Order Form are valid for the initial one (1) month period of each Subscription Term.
4. The Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set out in the applicable Order Form.
5. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
Payment by Credit Card
1. The following terms apply when the Customer Account Owner, on behalf of the Customer purchases the Services via credit card, debit card or other payment card ("Credit Card"):
2. The Customer agrees to a recurring billing authorization by providing Credit Card information and agreeing to purchase any HELPNOV Services, the Customer Account Owner hereby authorizes HELPNOV (or its designee) to automatically charge the provided Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Further, the Customer agrees to the following HELPNOV’s billing process:
  1. The Customer will be billed monthly or annually for usage of HELPNOV Services based on either a Monthly or Annual Subscription Plan which the customer account owner has signed up for.
  2. The billing starts from the date the Customer Account Owner has signed up for HELPNOV’s Subscription Plan.
  3. HELPNOV will bill the Customer each month in advance based on the Subscription Plan the Customer account owner have signed up for.
  4. To keep things simple, HELPNOV will always start the bill cycle from the first date of each calendar month. In case if you sign up for HELPNOV Subscription Plan some time during the middle of the month or after the first of a given month, then we will pro-rate your invoice for that month based for the remaining days until the end of that month, so that we can start billing from the first of the next month onwards.
3. The Customer Account Owner acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the HELPNOV Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
4. The Customer Account Owner acknowledges and agree that any foreign transaction or other charges fees incurred from any Credit Card payments when paying the Fee to HELPNOV, will be borne by the Customer.
5. Customer payments which are due and are not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, will result in an Invalid Payment being made.
6. The Customer remains responsible for any amounts not remitted to HELPNOV and HELPNOV may, in its sole discretion, either:
  1. invoice Customer directly for the deficient amount,
  2. continue billing the Credit Card once it has been updated by Customer Account Owner (if applicable) or
  3. terminate this Agreement.
7. The Customer Account Owner may change the Credit Card Information at any time by entering updated Credit Card information via the "Billing" page on the Customer Account Portal.
8. In addition to any termination rights set forth in this Agreement, the Customer may:
  1. terminate the Subscription Term by sending HELPNOV notice of non-renewal in accordance with Clause 46 of this Agreement or,
  2. if the Customer's Subscription Term is on a monthly basis (or if otherwise permitted by HELPNOV), by terminating via the "Billing" page on the Customer Account Portal, with termination effective at the end of the current Subscription Term.
9. A Credit Card will not be charged following termination of a Trial Period if an ongoing subscription service is not required.
10. Upon any termination or expiration of the Subscription Term, HELPNOV will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term.
Credit limit
1. HELPNOV may set and vary credit limits and payment terms from time to time and withhold all further supplies without liability to the Customer if the Customer exceeds such credit limit or payment terms.
Availability and Service Credits
1. The Services are available subject to HELPNOV's Service Level Agreement. ("SLA").
Support
1. During the Subscription Term of each Service, HELPNOV will provide end user support in accordance with HELPNOV's Support Policy ("HELPNOV Support Policy") as set out in Schedule 4.
Professional Services
1. HELPNOV will provide the professional consulting services ("Professional Services") purchased in the applicable Order Form.
2. The scope of Professional Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information ("SOW").
3. Unless Professional Services are provided on a fixed-fee basis, the Customer will pay HELPNOV at the per-hour rates set out in the Order Form (or, if not specified, at HELPNOV's then-standard rates) for any excess services.
4. The Customer will reimburse HELPNOV for reasonable travel and lodging expenses as incurred. The Customer may use anything delivered as part of the Professional Services in support of authorised use of the Services and subject to the terms regarding Customer's rights to use the Service set out in attached Schedule 1 (HELPNOV Services) and the applicable SOW, but HELPNOV will retain all rights, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by HELPNOV (or its agents).
Consequential Damages Waiver
1. Except for excluded claims (defined herein), neither party (nor its suppliers) shall have any liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
Intellectual property rights
1. In consideration of the Price payable under this Agreement (the receipt and sufficiency of which HELPNOV hereby acknowledges)and the parties’ mutual obligations under this Agreement HELPNOV grants to the Customer a exclusive licence to use for the purposes of this Agreement the Intellectual Property Rights in the Services and the Deliverables and all other materials created by HELPNOV pursuant to this Agreement.
2. Except as expressly agreed above, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
3. Subject to the foregoing, each party shall be entitled to use in any way it deems fit any skills, techniques or Know-how acquired or developed or used in connection with this Agreement provided always that such skills, techniques or Know-how do not infringe the other party’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of the other party’s Confidential Information.
Limitation of liability
1. The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 32.
2. HELPNOV'S and its suppliers' entire liability to the Customer arising out of or related to this agreement shall not exceed the amount actually paid by the Customer to HELPNOV during the prior twelve (12) months under this Agreement.
Nature of Claims and Failure of Essential Purpose
- The parties agree that the waivers and limitations specified in this clause 33 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
  1. Subject to clause 35.3, neither party shall be liable for consequential, indirect or special losses.
  2. Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
    1. death or personal injury caused by negligence;
    2. fraud or fraudulent misrepresentation; or
    3. any other losses which cannot be excluded or limited by applicable law.
  3. The limitations and exclusions of liability set out in clause 32 shall not apply in respect of any indemnities given by either party under this Agreement.
Indemnity
1. HELPNOV shall indemnify the Customer for any losses, damages, liability, costs and expenses (including professional fees) incurred by it as a result of any action, demand or claim that the provision of the Services or the Deliverables infringes the Intellectual Property Rights of any third party (an IPR Claim).
2. In the event that the Customer receives notice of any IPR Claim, it shall:
  1. notify HELPNOV in writing as soon as reasonably practicable;
  2. not make any admission of liability or agree any settlement or compromise of the IPR Claim without the prior written consent of HELPNOV (such consent not to be unreasonably withheld or delayed);
  3. let HELPNOV at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion provided that if HELPNOV fails to conduct the IPR Claim in a timely or proper manner the Customer may conduct the IPR Claim at the expense of HELPNOV;
  4. take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim; and
  5. provide HELPNOV with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
3. If any IPR Claim is made or is reasonably likely to be made, HELPNOV may at its option:
  1. procure for the Customer the right to continue receiving the relevant Services or using and possessing the relevant services; or
  2. re-perform the infringing part of the Services or modify or replace the infringing part of the services so as to avoid the infringement or alleged infringement, provided the Services or the Deliverables remain in conformance to the Specification.
4. HELPNOV’s obligations under clause 33.1 shall not apply to any Deliverables modified or used by the Customer other than in accordance with this Agreement or HELPNOV’s reasonable written instructions.
Indemnification by Customer
1. The Customer will indemnify, defend and hold harmless HELPNOV from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) arising out of or in connection with any claim arising from or relating to any End Customer Data or breach or alleged breach by the Customer of clause 11 above.
2. This indemnification obligation is subject to the Customer receiving
  1. prompt written notice of such claim (but in any event notice in sufficient time for the Customer to respond without prejudice);
  2. the exclusive right to control and direct the investigation, defence, or settlement of such claim; and
  3. all necessary cooperation of HELPNOV at the Customer's expense.
  4. Notwithstanding the foregoing sentence:
    1. HELPNOV may participate in the defence of any claim by counsel of its own choosing, at its cost and expense, and
    2. Customer will not settle any claim without HELPNOV's prior written consent, unless the settlement fully and unconditionally releases HELPNOV and does not require HELPNOV to pay any amount, take any action, or admit any liability.
3. In respect of any indemnity given by either party under this Agreement, the party which receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.
Insurance
1. HELPNOV shall put in place and maintain the following insurance for the duration of this Agreement:
  1. public liability insurance for not less than £1,000,000 in respect of each claim; and
  2. professional indemnity insurance for not less than £1,000,000 in respect of each claim.
2. At the Customer’s request, HELPNOV shall supply copies of the certificates of insurance.
Co-Marketing
1. HELPNOV may request the Customer to participate in the issuance of a joint press release ("Press Release") on a mutually agreed date or the 90th day from the Commencement Date, whichever is earlier.
2. Each party will have the right to approve the Press Release in advance.
3. The Customer will also be invited to participate in other reasonable marketing activities that promote the benefits of the HELPNOV Services to other potential customers and to use the Customer's name and logo on HELPNOV’s web site and in HELPNOV promotional materials.
4. The Customer agrees that HELPNOV may disclose the Customer as a customer of HELPNOV.
Termination
1. This Agreement is effective as of the Commencement Date and expires on the date of expiration or termination of all Subscription Terms.
2. Either party may terminate this Agreement (including all related Order Forms) by giving notice in writing to the other party if the other party:
  1. commits and fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice;
  2. ceases operation without a successor; or
  3. seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
  4. any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled.
Effect of Termination
1. Upon any expiration or termination of this Agreement, the Customer will immediately cease any and all use of and access to all HELPNOV Services (including any and all related HELPNOV Technology) and delete (or, at HELPNOV's request, return) any and all copies of the Documentation, any HELPNOV passwords or access codes and any other HELPNOV Confidential Information in its possession.
2. Provided this Agreement was not terminated for the Customer's breach, the Customer may retain and use internally copies of all reports exported from any Service prior to termination. The Customer acknowledges that following termination it will have no further access to any End Customer Data input into any Service, and that HELPNOV may delete any such data as may have been stored by HELNOV at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
3. The following clauses of this Agreement shall survive any expiration or termination, howsoever caused:
  1. Clause 11 (General Restrictions),
  2. Clause 5 (Trial Subscriptions),
  3. Clause 10 (End Customer Data),
  4. Clause 35 (Indemnification by Customer)
  5. Clause 15 (Aggregated Anonymous Data),
  6. Clause 19 (Ownership),
  7. Clause 24 (Fees and Payment),
  8. Clause 25 (Payment by Credit Card),
  9. Clause 38 (Term and Termination),
  10. Clause 21 (Warranty Disclaimer),
  11. Clause 32 (Limitation of Remedies and Damages),
  12. Clause 35 (Indemnification),
  13. Clause 41 (Confidential Information), and
  14. Clause (General Terms).
4. together with any other provision of this Agreement which expressly or by implication is intended to survive termination.
Data protection
1. Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, set out in Schedule 3.
Confidential information
1. Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical, customers, clients, suppliers, plans or strategy and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.
2. A party may:
  1. subject to clause 30.5, disclose any Confidential Information to any of its employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this Agreement, provided that such party must ensure that each of its Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 30 as if it were a party;
  2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
  3. subject to clause 30.5, use Confidential Information only to perform any obligations under this Agreement.
3. Each party recognises that any breach or threatened breach of this clause 30 may cause irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages, the parties agree that the non-defaulting party may be entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
4. This clause 30 shall bind the parties during the Subscription Termand for a period of fiveyears following termination of this Agreement.
5. To the extent any Confidential Information is Protected Data, such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of Schedule 3.
6. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Anti-bribery
1. For the purposes of this clause the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and guidance published under it.
2. The Customer shall ensure that it and each person referred to in clauses 42.2.1 to 42.2.3 (inclusive) does not, by any act or omission, place HELPNOV in breach of any Bribery Laws. The Customer shall comply with all applicable Bribery Lawsin connection with the performance of the Services and this Agreement, ensure that it has in place adequate procedures to prevent any breach of this clause and ensure that:
  1. all of the Customer’s personnel and all direct and indirect sub-contractors, suppliers, agents and other intermediaries of the Customer;
  2. all others associated with the Customer; and
  3. each person employed by or acting for or on behalf of any of those persons referred to in clauses 42.2.1 and/or 42.2.2, involved in performance of obligations under this Agreement so comply.
  4. Without limitation to clause 42.2, the Customer shall not in connection with the performance of this Agreement make or receive any bribe (which term shall be construed in accordance with the Bribery Act 2010) or other improper payment or advantage, or allow any such bribe or improper payment or advantage to be made or received on its behalf, either in the United Kingdom or elsewhere, and will implement and maintain adequate procedures to ensure that such bribes or improper payments or advantages are not made or received directly or indirectly on its behalf.
  5. The Customer shall immediately notify HELPNOV as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 42.
  6. Any breach of this clause by the Customer shall be deemed a material breach of this Agreement that is not remediable and shall entitle HELPNOV to immediately terminate this Agreement by notice under clause 2.1.
Modern slavery
1. The Customer undertakes, warrants and represents that:
  1. neither the Customer nor any of its officers, employees, agents or sub-contractors has:
    1. committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
    2. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
    3. is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
  2. it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
  3. it shall notify HELPNOV immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors have breached or potentially breached any of the Customer’s obligations under Clause 43. Such notice to set out full details of the circumstances concerning the breach or potential breach of the Customer’s obligations.
2. Any breach of clause 43.1 by the Customer shall be deemed a material breach of this Agreement that is not remediable and shall entitle HELPNOV to immediately terminate this Agreement by notice under clause 38.2.1.
Dispute resolution
1. Any dispute arising between the parties out of or in connection with this Agreement shall be dealt with in accordance with the provisions of this clause.
2. The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
3. The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
  1. within 14 days of service of the notice, a director of the parties shall meet to discuss the dispute and attempt to resolve it;
  2. if the dispute has not been resolved within 14 days of the first meeting of the directors, then the matter shall be reconsidered and further reviewed in a second attempt to resolve it.
4. The specific format for the resolution of the dispute under clause 44.3.1 and, if necessary, clause 44.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
5. If the dispute has not been resolved within the 14 days of the first meeting of the directors (or equivalent) under clause 44.3.2 then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
Entire agreement
1. The parties agree that this Agreement and documents entered into pursuant to it, constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
2. Each party acknowledges that it has not entered into this Agreement or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
3. Nothing in this Agreement purports to limit or exclude any liability for fraud.
Notices
1. Any notice or other communication given by a party under this Agreement shall:
  1. be in writing and in English;
  2. be signed by, or on behalf of, the party giving it (except for notices sent by email); and
  3. be sent to the relevant party at the address set out herein.
2. Notices may be given, and are deemed received:
  1. by hand: on receipt of a signature at the time of delivery;
  2. by UK post: at 9.00 am on the secondBusiness Day after posting;
  3. by email on receipt of a delivery email from the correct address.
3. Notices and other communications shall be sent to:
  1. HELPNOV for the attention of Saibabu Malisetti at its registered office address and
  2. The Customer Company or the attention of
4. Any change to the contact details of a party as set out in clause 46.3 shall be notified to the other party in accordance with clause 46.1 and shall be effective:
  1. on the date specified in the notice as being the date of such change; or
  2. if no date is so specified, 3 Business Days after the notice is deemed to be received.
5. All references to time are to the local time at the place of deemed receipt.
6. This clause does not apply to notices given in legal proceedings or arbitration.
Force majeure
1. In this clause ‘Force Majeure’ means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement.
2. A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
  1. promptly notifies the other of the Force Majeure event and its expected duration; and
  2. uses reasonable endeavours to minimise the effects of that event.
3. If, due to Force Majeure, a party:
  1. is or is likely to be unable to perform a material obligation; or
  2. is or is likely to be delayed in or prevented from performing its obligations for a continuous period of more than 90 Business Days,
4. the other party may terminate this Agreement on not less than twelve (12) weeks’ written notice.
Further assurance
- Each party shall at the request of the other party, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
Variation
- No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
Assignment and sub-contracting
1. This Agreement binds and inure to the benefit of each party's permitted successors and assignees.
2. HELPNOV may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, provided that it gives prior written notice to the Customer.
3. Either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities without notice to the other party.
4. The Customer shall not assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights under this Agreement, in whole or in part, without HELPNOV’s prior written consent.
5. Any attempt to transfer or assign this Agreement except as expressly authorized under this clause 50 will be null and void.
Set off
- Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
No partnership or agency
- The parties are independent and are not partners or principal and agent and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall represent that it has, any authority to make any commitments on the other party’s behalf.
Severance
1. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
2. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
Waiver
1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
2. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
3. A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
Compliance with law
- Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under this Agreement, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach of this clause 55 to the extent that such breach is directly caused or contributed to by any breach of this Agreement by the other party (or its employees, agents and representatives).
Conflicts within agreement
1. In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:
  1. the terms and conditions in the main body of this Agreement and;
  2. the other Schedules
2. Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
Feedback
- Customer, from time to time, may submit Feedback to HELPNOV. HELPNOV may freely use or exploit Feedback in connection with any of its products or services.
Costs and expenses
- Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
Third party rights
1. HELPNOV Services may support integrations with certain Third-Party Platforms.
2. For HELPNOV Services to communicate with such Third-Party Platforms, the Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms.
3. By enabling use of the HELPNOV Services with any Third-Party Platform, the Customer authorizes HELPNOV to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement.
4. The Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms.
5. The Customer acknowledges and agrees that HELPNOV has no responsibility or liability for any Third-Party Platform, or any End Customer Data exported to a Third-Party Platform.
6. HELPNOV does not guarantee that the HELPNOV Services will maintain integrations with any Third-Party Platform and HELPNOV may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer.
7. For clarity, this Agreement governs Customer's use of and access to the HELPNOV Services, even if accessed through an integration with a Third-Party Platform.
8. Except as expressly provided for in this clause 59, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
9. The Affiliates of HELPNOV shall have the right to enforce the provisions of this Agreement.
Governing law
- This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
Jurisdiction
- The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1

HELPNOV Services

HELPNOV Service Overview

HELPNOV Service is a suite of messaging and audio, video calling communication “software-as-a-service” offered through a single platform.

HELPNOV Services are designed to enable Customer to offer HELPNOV Communication to their End Customers through the entire lifecycle of their relationship with the Customers and to provide a set of tools such as Customer Account Owner Portal, Agent Console, Appointment Console, Agent Application for accessing and managing Customer Data regarding those End Customers.

HELPNOV supports to record all the audio, video calls along with screen sharing facilitated via HELPNOV Communication and store the recorded media is encrypted at rest on cloud storage and also provide facility to download the recorded media for quality and auditing purposes.

Duration of how long (1/2/3 etc. months) this storage is maintained is based on the HELPNOV subscription plan the Customer has signed up for. Once the allowed storage duration elapses the recorded media will be permanently deleted from cloud storage.

The Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Service also include HELPNOV Code, HELPNOV Button deployed on Customer Assets to enable HELPNOV Communication on customer assets.

SCHEDULE 2

PRICES

Visit to Pricing section on HELPNOV website https://www.helpnov.com for the list of Subscription Price plans supported by HELPNOV.

SCHEDULE 3

DATA PROTECTION

Part A

Operative provisions

Definitions

- In this Schedule:

applicable law	means applicable law of the United Kingdom (or of a part of the United Kingdom);
Controller	has the meaning given in applicable Data Protection Laws from time to time;
Data Protection Laws	means, as binding on either party or the Services: (a) the GDPR; (b) the Data Protection Act 2018; (c) any laws which implement any such laws; and (d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing;
Data Subject	has the meaning given in applicable Data Protection Laws from time to time;
GDPR	means, as binding on either party or the Services: (a) the General Data Protection Regulation, Regulation (EU) 2016/679; or (b) the General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time);
International Organisation	has the meaning given in applicable Data Protection Laws from time to time;
Personal Data	has the meaning given in applicable Data Protection Laws from time to time;
Personal Data Breach	has the meaning given in applicable Data Protection Laws from time to time;
processing	has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);
Processor	has the meaning given in applicable Data Protection Laws from time to time;
Protected Data	means Personal Data received from or on behalf of the Customer in connection with the performance of HELPNOV’s obligations under this Agreement; and
Sub-Processor	means any Processor engaged by HELPNOV (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data on behalf of the Customer.

Customer’s compliance with Data Protection Laws

The parties agree that the Customer is a Controller and that HELPNOV is a Processor for the purposes of processing Protected Data pursuant to this Agreement. The Customer shall, at all times, comply with all Data Protection Laws in connection with the processing of Protected Data. The Customer shall ensure all instructions given by it to HELPNOV in respect of Protected Data (including the terms of this Agreement) shall at all times be in accordance with Data Protection Laws. Nothing in this Agreement relieves the Customer of any responsibilities or liabilities under any Data Protection Laws.

Supplier’s compliance with Data Protection Laws

HELPNOV shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Agreement.

Indemnity

The Customer shall indemnify and keep indemnified HELPNOV against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Customer of its obligations under this Schedule.

Instructions

HELPNOV shall only process (and shall ensure Supplier Personnel only process) the Protected Data in accordance with Section 1 of Part B of this Schedule and this Agreement (including with regard to any transfer to which paragraph 0 of this Part A relates), except to the extent:
1. that alternative processing instructions are agreed between the parties in writing; or
2. otherwise required by applicable law (and shall inform the Customer of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest).
Without prejudice to paragraph 0 of this Part A, if HELPNOV believes that any instruction received by it from the Customer is likely to infringe the Data Protection Laws it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.

Security

HELPNOV shall implement and maintain the technical and organisational measures set out in Section 2 of Part B of this Schedule to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
During the period in which HELPNOV processes any Protected Data, the Customer shall undertake a documented assessment at least every 12 months of whether the security measures implemented in accordance with paragraph 1.4 of this Part A are sufficient (taking into account the state of technical development and the nature of processing) to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. The Customer shall notify HELPNOV within 10 days of full details of the assessment and its outcome and of any additional measures the Customer believes are required as a result of the assessment. HELPNOV shall not be obliged to implement any further or alternative security measures except as agreed as a binding variation of this Agreement.

Sub-processing and personnel

HELPNOV shall:
1. not permit any processing of Protected Data by any Sub-Processor without the prior specific written authorisation of the Customer;
2. prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, ensure each Sub-Processor is appointed under a binding written contract containing materially the same obligations as under this Schedule (including those relating to sufficient guarantees to implement appropriate technical and organisational measures) and ensure each such Sub-Processor complies with all such obligations;
3. remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor as if they were its own; and
4. ensure that all persons authorised by HELPNOV or any Sub-Processor to processProtected Data are subject to a binding written contractual obligation to keep the Protected Data

List of authorised Sub-Processors

The Customer authorises the appointment of the Sub-Processors listed below:

Sub-Processor	Processing this Sub-Processor is authorised to undertake
OVH Cloud https://www.ovhcloud.com/en-gb/]	HELPNOV services, data and software is hosted and operate on UK Data centre-based Nodes/Instances of OVH Cloud Platform (https://www.ovhcloud.com/en-gb/) one of the well-known cloud hosting platforms in the world;
SENDGRID https://sendgrid.com/	HELPNOV’s official business and marketing emails to its Customers are routed through SendGrid’s email routing software and servers.

Further Sub-Processors

The Customer shall reply to any communication from HELPNOV requesting any further prior specific authorisation of a Sub-Processor pursuant to paragraph 1.6.1 of this Part A promptly and in any event within 10 Business Days of request from time to time. The Customer shall not unreasonably withhold, delay or condition any such authorisation.

Assistance

HELPNOV shall (at the Customer’s cost and expense) assist the Customer in ensuring compliance with the Customer’s obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the processing and the information available to HELPNOV.
HELPNOV shall (at the Customer’s cost and expense) and taking into account the nature of the processing, assist the Customer (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Customer’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR in respect of any Protected Data.
HELPNOV shall refer to the Customer all requests it receives for exercising any Data Subjects’ rights under Chapter III of the GDPR which relate to any Protected Data. It shall be the Customer’s responsibility to reply to all such requests as required by applicable law.

International transfers

HELPNOV shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the United Kingdom or to any International Organisation without the prior written authorisation of the Customer except where required by applicable law (in which case the provisions of paragraph 1.2 of this Part A shall apply).

Audits and processing

HELPNOV shall, in accordance with Data Protection Laws, make available to the Customer on request such information that is in its possession or control as is necessary to demonstrate HELPNOV’s compliance with the obligations placed on it under this Schedule and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any 12 month period under this paragraph 0). To the extent consistent with the forgoing, HELPNOV shall, however, be entitled to withhold Other customer data, Employee and Contractor data, Sub-Processor data, Intellectual data, Financial data, and other confidential data of HELPNOV business operations where it is commercially sensitive or confidential to it or its other customers.

Breach

HELPNOV shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.

Deletion/return

On the end of the provision of the Services relating to the processing of Protected Data (the Processing End Date), at the Customer’s cost and expense and the Customer’s option, HELPNOV shall either return all of the Protected Data to the Customer or securely dispose of the Protected Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires HELPNOV to store such Protected Data. To the extent the Customer has not notified HELPNOV within 90 days of the Processing End Date that it requires the return of any Protected Data HELPNOV irrevocably authorised to securely dispose of the Protected Data at the Customer’s cost and expense.
On request from the Customer HELPNOV shall confirm in writing whether or not it has complied with its obligations to dispose of the Protected Data under paragraph 1.10 of this Part A.

Survival

This Schedule shall survive termination or expiry of this Agreement:
1. indefinitely in the case of paragraphs 0 and 0 of this Part A; and
  1. in the case of all other paragraphs and provisions of this Schedule, until the later of:
  2. the termination or expiry of this Agreement; or
2. return or secure deletion or disposal of the last of the Protected Data in HELPNOV’s (or any of its Sub-Processor’s) possession or control in accordance with this Agreement.

Part B

Data processing and security details

Section 1— Data processing details

Processing of the Protected Data by HELPNOV under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of this Part B.

Subject-matter of processing:

Subject-matter of processing of Protected data by the Processor is the provision of the Service to the Controller that involves the processing of Protected data. Protected data will be subject to those processing activities as may be specified in HELPNOV’s Privacy Policy.

Duration of the processing:

Duration of the processing of the Protected data is set out in the main Terms and Conditions of HELPNOV Service in the preceding sections of this document.

Nature and purpose of the processing:

Protected Data is Processed for the purpose of delivering the HELPNOV Service to Customers and End customers and operating the HELPNOV Website and HELPNOV’s hosted SaaS platform.

Type of Personal Data:

Customer and Customer’s Company data (First Name, Last Name, Title, Email, Contact Number, Company Name, Company address)
End Customers ’ Data (First Name, Last Name, Email, Contact Number)
Customers’ and End Customers’ Device Data (operating system type and version number; browser type; screen resolution; IP address; unique device identifiers)
Customers’ Payment information (credit card information).

Categories of Data Subjects:

Visitors of HELPNOV Website
Customers of HELPNOV
End Customers
Employees and Contractors of HELPNOV

Specific processing instructions:

Protected data will be processed in accordance with the main Terms and Conditions of HELPNOV Service set out in the preceding sections of this document and HELPNOV Security Policy set out in Section 2 of this Part B and may be subject to the following processing activities:

- Storage and other processing necessary to provide, maintain and improve HELPNOV Service provided to customer pursuant to the terms of customer your services agreement HELPNOV Service; and/or
- Disclosures in accordance with the terms of your services agreement with HELPNOV, including with respect to compliance with laws.

Section 2—Minimum technical and organisational security measures

HELPNOV Security Policy

HELPNOV shall implement and maintain the following technical and organisational security measures to protect the Protected Data:

Overview

At HELPNOV we take security, privacy and protection of customer data extremely seriously adhering to enterprise-level security standards that keep your customer data protected.

This HELPNOV Security Policy describes the organizational and technical measures implemented by HELPNOV across its service platform to prevent unauthorized access, use, alteration or disclosure of customer data.

Infrastructure

All the HELPNOV services, data and software is hosted and operate on OVH Cloud Platform (https://www.ovhcloud.com/en-gb/ ) one of the well-known cloud hosting platform in the world and known for its a highly scalable cloud computing platform with end-to-end security and privacy features built in; This security policy describes activities of HELPNOV within all the Nodes / Instances used by HELPNOV on its end-to-end production cluster hosted and running on UK data centre based Nodes / Instances of OVH Cloud unless otherwise specified.

All the OVH cloud hosted HELPNOV service and infrastructure its production access restricted to operations support staff only.

Security Team

Our infrastructure and security team includes people who’ve played lead roles in designing, building, and operating highly secure Internet facing systems at companies ranging from start-ups to large public companies.

For our initial operational launch in UK, we have our security team distributed across INDIA, UK and to continuously monitor our application hosting infrastructure.

Our team is constantly monitoring security notifications from all 3rd party software libraries and our cloud hosting partner OVH (https://www.ovhcloud.com/en-gb/) and if identified, we immediately apply any relevant security patches as soon as they are released. Our engineers work together with the product teams to ensure that all of HELPNOV’s code and infrastructure follows a secure development lifecycle process.

HELPNOV Production Infrastructure Security Compliance (ISO/IEC 27001, 27701 and health data hosting compliance)

All the nodes / instances of HELPNOV Service’s end to end production cluster is hosted on OVH Public Cloud platform which is ISO/IEC 27001, 27017, 27018 and 27701 certified.

These certifications ensure the presence of an information security management system (ISMS) for managing risks, vulnerabilities and implementing business continuity, as well as a privacy information management system (PIMS).

Engineering and Operations Best Practices

We architect and design HELPNOV services with high availability in mind. Our goal is to deliver 99.99% uptime and availability of HELPNOV Service to all our clients. In order to achieve this goal, we follow below practices

Immutable infrastructure – We never make changes to live code or running servers in production and where applicable, we treat both our software and our infrastructure configuration as our code libraries in order to make sure all changes go through a formal code review, automated testing and automated deployment process.
Automated Build and Deployment Process - We are using continuous integration and deployment automation and configuration management tools to build, test and deploy code multiple times a day.
Incident response - Our dedicated infrastructure and security team is on a rotating on-call schedule to respond to any security or availability incidents immediately.
Authorized Access and Controls - HELPNOV enables permission levels to be set for any employees with access to HELPNOV. We follow the principle of least privilege for any system with access to personal data and have automated tool-based control and logging of data access, entry, deletion, and modification.

Data, Data Transfer and Data Centre

All the customer data, application data is stored in the multi-tenant data stores of OVH Cloud hosted data centres based out of London, UK data centre, and the data centres themselves are secured with a variety of physical controls, software firewalls to prevent unauthorized access.

All data sent to or from HELPNOV is encrypted in transit using secure HTTPS protocol.

All the recorded media (i.e., audio, video calls along with screen sharing) facilitated via HELPNOV Communication will be encrypted at rest on S3 cloud object storage using industry standard AES-256 encryption algorithm

HELPNOV do not have individual datastores for each customer, however strict privacy controls exist in our application code that are designed to ensure data privacy and to prevent one customer from accessing another customer’s data (i.e., logical separation). We have many unit and integration tests in place to ensure these privacy controls work as expected. These tests are run every time our codebase is updated and even one single test failing will prevent new code being shipped to production.

Each HELPNOV system used to process customer data is adequately configured and pathed using commercially-reasonable methods according to industry-recognized system-hardening standards.

HELPNOV engages certain sub-processors to process customer data. These sub-processors are listed at https://www.helpnov.com/company/legal/subprocessors, as may be updated by HELPNOV from time to time.

Application

Authentication
1. HELPNOV is served 100% over https with all of HELPNOV services hosted on secured servers hosted on OVH Cloud platform (https://www.ovhcloud.com/en-gb/)
2. We have two-factor authentication (2FA) and strong password policies to ensure access to cloud services are protected.

Email Security (over HTTPS)

HELPNOV supports TLS encryption on all inbound and outbound email. For an explanation of how email encryption works, we recommend this overview from Google.

Customer Responsibilities

Managing your own user accounts and roles from within the HELPNOV services.
Protecting your own account and user credentials by using two-factor authentication for all of your employees accessing the HELPNOV services.
Compliance with the terms of your services agreement with HELPNOV, including with respect to compliance with laws.
Promptly notifying HELPNOV if a user credential has been compromised or if you suspect possible suspicious activities that could negatively impact security of the HELPNOV services or your account.
You may not perform any security penetration tests or security assessment activities without the express advance written consent of HELPNOV.

SCHEDULE 4

POLICIES

Section 1 — HELPNOV Support Policy

This Support Policy ("HELPNOV Support Policy") accompanies HELPNOV’s main SaaS Terms of Service, available at https://helpnov.com/legal/terms entered into between you ("Customer") and HELPNOV.

HELPNOV offers support services for the Service ("Support ") in accordance with the following terms:

Support Hours – Support is provided 24 hours per day, 7 days per week.
Reporting Incident and Customer Cooperation – Customer may report errors or abnormal behaviour of the Service ("Incidents") by contacting HELPNOV via email at support@helpnov.com. Customer will provide information and cooperation to HELPNOV as reasonably required for HELPNOV to provide Support. This includes, without limitation, providing the following information to HELPNOV regarding the Incident:
- Details about which features, parts of the HELPNOV service that are unavailable or not functioning correctly
- Impact of the Incident on Customers’ staff and their End Users / End Customers
- Start Date and Time of Incident
- List of steps to reproduce Incident
- Relevant Screen shots, log files, Error Messages or any other relevant data
Incident Response. HELPNOV’s Support team will aim to resolve the reported Incidents on First Come First Served basis unless within 3 business days, unless the reported incident falls into any of the priority level ("Priority Level") listed in the table below.

Priority Level	Description	Response Time
P1 (Priority 1)	Availability of the Service is critically affected (not responding to requests or not loading the UI and application) for a large number of users; No alternate solution is available.	3 hours
P2 (Priority 2)	Service is responding and functional but performance is degraded, and/or Incident has potentially severe impact on operation of the Service for multiple users.	1 to 2 business days
P3 (Priority 3)	Non-critical issue; no significant impact on functionality, availability and performance of the Service but user experience may be affected with some intermittent / random issues.	2 to 3 business days

Exclusions – HELPNOV will have no obligation to provide Support to the extent an Incident arises from:
1. Use of the Service by Customer in a way that is not authorized or not recommended in the Agreement or the applicable Documentation;
2. General Internet problems, force majeure events or other factors outside of HELPNOV’s reasonable control;
3. Customer's equipment, software, network connections or other infrastructure
4. third party systems, acts or omissions.

Section 2 – HELPNOV AUP

This HELPNOV AUP (HELPNOV Acceptable Use Policy) applies to HELPNOV’s

websites (including without limitation www.helpnov.com, www.helpnov.co.uk, www.helpnov.in, www.helpnov.co.in, www.hnapp.co, *.helpnov.com, and any successor, sub-domain URLS
HELPNOV App(s), HELPNOV Service(s) (collectively, “HELPNOV App Services”).

To keep the HELNOV App Services running safely and smoothly, we need our users to agree not to misuse them. Specifically, you agree not to:

probe, scan, or test the vulnerability of any system or network used with the HELPNOV App Services;
tamper with, reverse engineer or hack the Services, circumvent any security or authentication measures of the HELPNOV App Services or attempt to gain unauthorized access to the HELPNOV App Services (or any portion thereof) or related systems, networks or data;
modify or disable the HELPNOV App Services or use the HELPNOV App Services in any manner that interferes with or disrupts the integrity or performance of the HELPNOV App Services or related systems, network or data;
access or search the HELPNOV App Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the HELPNOV App Service in any medium, including without limitation by any automated or non-automated “scraping”;
overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the HELPNOV App Services that consume extraordinary resources, such as by:
1. using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or
2. going far beyond the use parameters for any given Service as described in its corresponding documentation;
solicit any users of our HELPNOV App Services for commercial purposes;
use the HELPNOV App Services to generate or send unsolicited communications, advertising or spam, or otherwise cause HELPNOV App Services to become impaired in its ability to send communications on its own or on its customers’ behalf (e.g., by causing HELPNOV to become registered on any Email DNS blocked list or otherwise be denied services by any other third-party communications service provider);
misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with HELPNOV or any third party) or access the HELPNOV App Services via another user’s account without their permission;
use the HELPNOV App Services for any illegal purpose or in violation of any laws (including without limitation data, privacy and export control laws);
use the Services to violate the privacy of others, or to collect or gather other users’ personal information (including account information) from our HELPNOV Ap Services;
use the HELPNOV App Services to stalk, harass, bully or post threats of violence against others;
submit (or post, upload, share or otherwise provide) data, content or other information that
1. infringes HELPNOV ‘s or a third party’s intellectual property, privacy or other rights or that you don’t have the right to submit (including confidential or personal information you are not authorized to disclose);
2. that is deceptive, fraudulent, illegal, obscene, defamatory, libellous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in HELPNOV’s discretion;
3. contains viruses, bots, worms, scripting exploits or other similar materials;
4. that could otherwise cause damage to HELPNOV or any third party;
promote or advertise products or services other than your own without appropriate authorization;
use meta tags or any other “hidden text” including HELPNOV’s or our suppliers’ product names or trademarks; or
permit or encourage anyone else to commit any of the actions above.

Without affecting any other remedies available to us, HELPNOV may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if HELPNOV (in its sole discretion) determines that a user has violated its HELPNOV AUP.

Attribution

The Terms and Conditions Services agreement is made on April 2021 by Duncan Blackett Law Firm (https://www.duncanblackettlaw.co.uk/).

Terms Of Service