Terms of Service
Last Updated: November 12, 2020
This Terms of Service Agreement (this “Agreement”) is by and between you (“you” or “your”) and HUCOM, SAS ( Hucom, Hucom.io or Platform or Hucom.io Platform), a France SAS with its principal place of business located at 37 rue Paul Gailliez 59223 Roncq (“HUCOM”) and governs your ability to offer technical and operational support to your customers through “Hucom Services” (as defined below). This document (the “CGU”) is a contract between you (“you” and its derivatives), a visitor to the site accessible at URL <https://www.hucom.io> and subdomains <https://dashboard.hucom.io> (the “Site”), and the company Hucom.
By browsing the Site, you are deemed to have read the CGU or TOS and accept them without reservation. Individually each of you and Hucom is a “Party” and together are collectively referred to as the “Parties.” This Agreement becomes effective when you click on the “I Accept” button (the “Effective Date’).
PLEASE READ THIS AGREEMENT CAREFULLY AND COMPLETELY BEFORE CLICKING “I ACCEPT”. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND HUCOM AND GOVERNS YOUR USE OF THE HUCOM SERVICES. IF YOU DO NOT AGREE WITH THE TERMS, DO NOT CLICK “I ACCEPT” AND DO NOT USE THIS WEB PLATFORM (AS DEFINED BELOW) IN ANY MANNER. PLEASE CONTACT HUCOM AT LEGAL@HUCOM.IO WITH QUESTIONS REGARDING THIS AGREEMENT.
Hucom may revise this Agreement at any time without notice by updating this posting. By using this Web Platform after such posted changes, you agree to be bound by any such revisions and should therefore periodically visit the website/ platform and page to determine the then current terms and conditions of use to which you are bound.
The materials provided by Hucom through the Web Platform are protected by law, including, but not limited to France copyright law. All rights to materials included within this Web Platform are reserved.
- “Customer” means a customer of your business.
- “Company” means your business.
- “Assistance Hero’s or AGENTS” refers to the individuals carrying out the Hucom Services on your behalf.
- “Incomplete” means a Customer inquiry that was not resolved to the Customer’s satisfaction (as determined by Hucom).
- “Ticket” or “Conversation” is a customer inquiry.
- “Law” or “Laws” means all applicable laws and other legal obligations including, without limitation, local, state and federal directives, rules, assessments, regulations, filing requirements, ordinances, statutes, codes, judgments and civil or common law.
- “Personal Customer Data” means any and all personally identifiable information about Customer collected by you and provided to HUCOM, including, but not limited to, the Customer’s addresses and email.
- “Hucom’s Services” shall include the support provided to your Customers by HUCOM employees or Agents via email, webchat, SMS and other message services.
- “Resolved” means a Customer inquiry that was resolved to the Customer’s satisfaction (as determined by HUCOM). If the Customer indicates the matter is complete or has had their needs addressed and subsequently receives a rating request from HUCOM, such inquiry is considered Resolved. If HUCOM receives no response from a Customer after a period of time mutually agreed upon between the Parties (but in no event longer than twenty-four (24) hours), the inquiry shall be considered Resolved.
- “Term” means the term of this Agreement as defined in Section E below.
- “Web Platform” means the website located at https://www.hucom.io/ and https://dashboard.hucom.io/, maintained by Hucom, which will serve as a central repository for information related to the Hucom Services.
B. OBLIGATIONS, REPRESENTATIONS & WARRANTIES, AND COVENANTS OF HUCOM
- During the Term, Hucom shall:
- Perform the Hucom Services on behalf of your Customers (subject to your obligation to provide adequate access and information to HUCOM as laid out in Section C(1) below). Hucom reserves the right to establish reasonable restrictions regarding its offering of HUCOM Services here under or such other services the parties may mutually agree to from time to time.
- Provide you with information describing the HUCOM Services.
- Provide you with technical assistance regarding the Web Platform, including but not limited to, answering Customer tracking, invoicing, billing, and administration questions at times mutually agreed upon between you and Hucom either through a designated email address at firstname.lastname@example.org or via telephone.
- Provide customer service to you through a channel mutually agreed upon between you and HUCOM or via email at email@example.com.
- Track each Customer inquiry and label them Resolved or Incomplete. Hucom shall determine in accordance with this Agreement whether each inquiry is Resolved or Incomplete; however you shall have the right to request any back-up documentation and to contest any classifications.
- Represent, warrant and covenant that (i) HUCOM has the requisite corporate power and authority to execute, enter into, and perform its respective obligations under this Agreement; (ii) HUCOM will provide the HUCOM Services to you in a professional and work like manner and in compliance with all applicable French Laws; (iii) the HUCOM Services and your use thereof do not, to Hucom’s knowledge, infringe upon or otherwise violate or misappropriate any copyright, patent, trade secret, trademark or other intellectual property right of any third party; (iv) the Hucom Services will use commercially reasonable best practices be prevent any viruses, worms, Trojan horses or malicious code; and (v) HUCOM will secure and protect the data and information provided by you including the Personal Customer Data in a manner that meets generally accepted French standards.
C. YOUR OBLIGATIONS, REPRESENTATIONS & WARRANTIES, AND COVENANTS:
- During the Term you shall:
- Ensure that all sales personnel, customer service personnel or other of your applicable personnel cooperate with HUCOM and the Assistance Hero’s to ensure HUCOM and the Assistance Hero’s have the adequate access to your systems and information necessary to perform the HUCOM Services. Without limiting the foregoing, in order to provide such access, you agree to grant HUCOM the requisite seat license(s) on your software subscriptions required for HUCOM to perform the HUCOM Services. Furthermore, you agree that you are responsible for maintaining the confidentiality of all login information for your software subscription accounts.
- Be responsible for all activities that occur under your account under the Web Platform (when the Web Platform is accessed through your login information and password). You should, therefore, not share your login information with any third parties. Unless you notify HUCOM of any unauthorized use or suspicious activity in your account associated with the Web Platform, you are responsible for all activities that occur under your account.
- You further covenant and agree with HUCOM that during the Term you will:
- Comply with and act in accordance with any and all applicable Laws and cooperate with HUCOM to assure compliance by both HUCOM and you with all applicable Laws, including new laws or regulations implemented after the inception of this Agreement.
- Payments for HUCOM Services provided shall be mutually agreed upon by the Parties.
- HUCOM can change/update their prices at any time for fluctuations, with proper communication about it.
- Enterprise Package differs depending on the business we are working with. The minimum is 1,000 tickets per month. HUCOM can change this amount at any time for fluctuations.
- It is up to you to pay any withstanding amount that is due on the date that is discussed between both parties. HUCOM will inform you when you have payments due through the contact info you provided to HUCOM.
- If HUCOM receives payment from Company more than 15 days after the date of the invoice, HUCOM may impose a late fee of $150.00. If HUCOM has not received payment from Company more than 30 days after the date of the invoice, HUCOM may assess five percent simple interest on the unpaid invoice. Interest begins accruing on the invoice due date. If Company has not paid an invoice for more than 90 days, HUCOM may refer collection of the unpaid amount to an attorney or collections agency. If Company’s unpaid invoices are referred to an attorney or collections agency, Company shall pay all reasonable attorney’s fees or collections agency fees
- If Company requires a payment plan, Company must contact HUCOM before the due date on the invoice. If Company requests a payment plan after the due date on the invoice, HUCOM may assess late fees, accumulated interest, attorney’s fees, or any applicable combination of the three. Nothing in this section requires HUCOM to accept any payment plan.
E. TERM AND TERMINATION
- The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue in full force and effect until either Party terminates the Agreement. Either Party may terminate this Agreement at any time upon notice to the other Party through email.
- Immediate Termination. HUCOM may terminate this Agreement immediately upon your insolvency or if you are in violation of any Laws.
- Prohibited behaviours
The following behaviors are strictly prohibited and may give rise to any action to repair any damages caused, including but not limited to the termination of any agreement that would bind us to you:
- Any behaviour of such nature as to interrupt, suspend, slow down or prevent access to the Site
- Any intrusion or attempted intrusion into our systems
- Any misappropriation of the Site’s system resources
- Any action that imposes a disproportionate burden on our infrastructure
- Any breaches of security and authentication measures
- Any acts that may infringe our financial, commercial or moral rights and interests and those of the users of the Site
- Any action aimed at monetizing, selling, lending or conceding all or part of the access to the Services or the Site, as well as the information hosted and/or shared therein.
- Effect of Termination or Expiration.
- Upon termination of this Agreement, you agree to stop using, remove from display and return promptly to HUCOM any and all property (including intellectual property) owned by HUCOM and in your possession.
- The following Sections of this Agreement shall survive the expiration or termination hereof: A (Definitions); F (Indemnification); G (Confidentiality); I (Intellectual Property); J (Limitation of Liability); and L (Miscellaneous).
We reserve the right to take any appropriate action in the event of a breach of any of the provisions of the TOS, of the TOS if they are applicable to you, or more generally, in the event of a violation of the laws and regulations in force.
- Each Party will indemnify, defend and hold harmless the other, and the other’s respective affiliates, officers, directors, employees, agents, successors, and assigns, against (i) the death or bodily injury of any individual caused by the conduct of the indemnitor; (ii) the damage, loss or destruction of any real or tangible personal property caused by the tortious conduct of the indemnitor; (iii) any third-party claim arising out of or related to the indemnitor’s breach of its confidentiality obligations under this Agreement; and (iv) any failure to pay taxes owed by such Party when due.
- You shall indemnify, defend and hold harmless HUCOM from and against any and all third party claims and liabilities (including, without limitation, reasonable attorneys’ fees and costs), regardless of the form of action, arising out of or in connection with any claim that alleges infringement, violation or misappropriation of a valid third party patent, copyright or other proprietary right.
- By virtue of this Agreement, each Party may have access to trade secrets and information that is confidential and/or proprietary to the other Party (collectively “Confidential Information“). The Party which owns and discloses to the other Party Confidential Information shall be referred to herein as the “Disclosing Party” and the Party to which the Disclosing Party discloses Confidential Information shall be referred to herein as the “Receiving Party.” Confidential Information shall include, but is not limited to, information regarding each other’s operations, data processing and procedures, billing and collection procedures, formulas, methods, know-how, processes, data, designs, new products, developmental work, marketing requirements, marketing plans, the terms and pricing under this Agreement, and all information identified by the Disclosing Party at the time of disclosure as confidential or proprietary. Confidential Information shall not include information that (a) is or becomes a part of the public domain through no act or omission of the Receiving Party; (b) was in lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in confidence and not to disclose such Confidential Information. The Receiving Party agrees, unless required by law, not to make the Disclosing Party’s Confidential Information available in any form to any third party or to use the Disclosing Party’s Confidential Information for any purpose other than the implementation of this Agreement.
- Confidential Information may be shared with the Receiving Party’s employees or agents on a need to know basis only. The Receiving Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by such agents or employees in violation of the terms of this Agreement. If disclosure of any Confidential Information is compelled by court order, subpoena or other legal process, the Receiving Party shall give the Disclosing Party reasonable prior notice if possible to enable the Disclosing Party to consent to such order or seek a protective order or other appropriate remedy. The Parties agree that any breach of obligations under this Section G will be a material breach of this Agreement and result in irreparable harm to the Disclosing Party, for which damages may be an inadequate remedy. In addition to the rights and remedies otherwise available at law, the Disclosing Party will be entitled to seek equitable relief, including injunction without the necessity of posting a bond, in the event of such breach and to recover its reasonable attorneys’ fees. The Receiving Party agrees to be responsible for any breach of this Section G by any Representative acting within its reasonable control, including the payment of court costs and legal fees. The obligations under this Section G shall survive for five (5) years following the expiration or termination of this Agreement.
- Personal Customer Data:
- Customer Privacy: You shall communicate to Customers and any applicable third party and obtain any applicable required rights and consent that Personal Customer Data will be provided to third parties as needed, and will be available to other providers participating in HUCOM Services.
- Ownership of Personal Customer Data: You hereby grant to HUCOM an irrevocable, unlimited, nontransferable right to use Personal Customer Data that HUCOM captures as part of performing the HUCOM Services. HUCOM agrees not to use any identifiable Personal Customer Data provided by you for any purpose other than performing its obligations under this Agreement.
- Collecting Usage Data:
- Definition: For the purposes of this section, “Usage Data” means aggregated, encoded or anonymized data that HUCOM may collect about a group or category of services, features or users while you use the HUCOM Services, including analytics, and which does not contain Personal Customer Data, which is used to help understand trends in usage of the HUCOM Services.
- Uses: In addition to collecting and using Usage Data, HUCOM may share Usage Data with third parties, including HUCOM subscribers, partners and service providers, for various purposes, including to help HUCOM better understand such subscribers’, partners’ and service providers’ needs and to improve the HUCOM Services. HUCOM may also use Usage Data to provide relevant information about the HUCOM Services and for purposes of marketing.
I. INTELLECTUAL PROPERTY
- During the Term and subject to the terms of this Agreement, each Party hereby grants the other the right and license to use their trademarks as necessary to promote the HUCOM Services in accordance with this Agreement. Each Party reserves and retains all right, title, and interest, including all trademark and copyrights, in their intellectual property used in connection with this Agreement (and all developments, enhancements or modifications made thereto), and no title to or ownership of any of such intellectual property is transferred to the other Party under this Agreement. If you submit comments or ideas about the HUCOM Services, including ways to improve the HUCOM Services (“Ideas”), you agree that your submission is gratuitous, unsolicited and without restriction. It does not place HUCOM under any fiduciary or other obligation, and HUCOM is free to use the Ideas without compensation to you and/or to disclose the ideas to anyone on a non-confidential basis. You further acknowledge that HUCOM does not, by acceptance of your submission, waive any rights to use similar or related Ideas previously known to HUCOM, or developed by HUCOM’s employees or obtained from sources other than you. Neither Party to this Agreement obtains a right to use the other Party’s intellectual property rights or their trademarks beyond the Term of this Agreement.
J. LIMITATION OF LIABILITY
- Except as expressly set forth in this agreement, HUCOM does not make any, and hereby disclaims any, express or implied representations or warranties as to its services under HUCOM services, or any of its other obligations hereunder, including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Except for each party’s indemnification obligations hereunder, neither party’s liability to the other party or any third party for any damages or other losses relating in any way to this agreement, whether based in whole or part on negligence or any other cause of action, shall exceed the amounts paid by you to HUCOM hereunder during the one-year period immediately prior to the first date on which a claim for damages arose. Except for each party’s indemnification obligations hereunder or a breach of the confidentiality obligations in section g, neither party shall be liable to the other for any loss of profit, special, exemplary, punitive, incidental or consequential damages that such party, its employees, agents or assigns, may suffer which are caused by or result from the performance or nonperformance of this agreement, even if the party has been advised of the possibility of such damages.
K. ASSISTANCE HEROES / AGENTS
- The agents of the HUCOM network are:
- Independent, thus requiring them to have their own company, auto-entrepreneur or other, and present proofs of it
- Not linked by a subordination link to HUCOM
- Free to offer their services to any other structure
- Free to choose how many hours they want to offer on the HUCOM platform
- Free to choose their own schedule
- Free to stop offering their services on the platform at any time
- Before an agent is allowed to join the platform and offer their services, they are thoroughly tested to maintain a high quality of service.
- HUCOM is committed to inclusion, meaning that any agent tested will not be unfairly penalized based on criteria like:
- Their gender
- Their race
- Their religion
- Their sexual orientation
- HUCOM’s agents are bound to the confidentiality agreement with HUCOM, and with any companies they offer their services to through the HUCOM platform.
- Agents are sole responsible for the way they handle their company. Being independent, at not point can HUCOM be held liable for anything happening with an agent’s company.
- HUCOM is not responsible for any actions an agent do, but HUCOM will make sure to take full action for any unlawful acts or any violation of the terms and conditions.
- At any time, an agent can be removed from the platform for reason at our sole discretion, including but not limited to poor quality of services and long term inactivity.
If you are an agent, here is an example of a possible structure available to you: https://www.autoentrepreneur.urssaf.fr/portail/accueil.html → “Creer mon auto-entreprise”
L. ELECTRONIC SIGNATURES AND CONTRACTS
- Electronic Agreements: Your use of the Web Platform (upon its activation) includes the ability to enter into agreements or to make transactions electronically. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by and to pay for such agreements and transactions. Your agreement and intent to be bound by electronic submissions applies to all records relating to all transactions you enter into on this website, including, but not limited to, notices of cancellation, policies, contracts, and applications.
- Electronic Records: In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
- If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain in full force, the essential terms and conditions of this Agreement for each party remain valid, binding, and enforceable.
- The Parties can waive terms of this Agreement only by a writing executed by the Party against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition under this Agreement, and no act, omission or course of dealing between the parties, operates as a waiver or stopple of any right, remedy or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given does not constitute a waiver for any future occasion or against any other person.
- HUCOM may send you a notice with respect to HUCOM Services by sending an email message to the email address in your contact information, by sending a letter via postal mail to the contact address listed in your contact information, or by a posting on the Web PLATFORM. Notice shall become effective immediately.
- This Agreement shall be binding upon and shall insure to the benefit of each Party and its respective successors and permitted assigns. Neither party shall, directly or indirectly, assign this Agreement without the prior written consent of the other party unless such assignment is (i) to an affiliate of such Party. or (ii) in connection with any merger or change of control or the sale of all or substantially all of its assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Any assignment not made in compliance with this paragraph shall be deemed null, void and of no effect.
- This Agreement supersedes any other agreement, written or oral, that may have been made or entered into by the Parties hereto (or by any director, officer or representative of any such Party) relating to the matters contemplated hereby. This Agreement may be subsequently amended by “click through” or other electronic signature. This Agreement constitutes the entire agreement by and among the Parties with respect to the subject matter hereof and there are no agreements or commitments except as expressly set forth herein.
- Titles and headings to articles and sections herein are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
- In the exercise of its rights and the performance of its obligations hereunder, each Party will act solely as an independent contractor, and nothing contained herein shall be construed to create a relationship of agency, partnership or joint venture between any of the Parties. Each of the Parties covenants and agrees that it shall not have or hold itself out as having any right, authority or agency to act on behalf of any other Party in any capacity or in any manner except as specifically authorized in this Agreement, and none of the Parties shall become liable to any person by reason of any representation, action or omission contrary to this provision.
- Dispute Resolution: We are always willing to consider an amicable solution before any legal action. In the event of legal action, the dispute will be subject to French law and to the jurisdiction of the Paris Court of Justice or, failing that, the French court with territorial jurisdiction.
If you are a private individual, you have the right to have recourse free of charge to a consumer mediator, in accordance with the provisions of Article L. 612-1 of the French Consumer Code.
- Most of your concerns about the Services can be addressed by contacting HUCOM at firstname.lastname@example.org. For any dispute with HUCOM, you agree to first contact HUCOM and attempt to resolve the dispute formally.
- Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person other than the Parties any rights or remedies under or by reason of this Agreement or any transaction contemplated hereby, except the permitted assigns of the Parties.
- Where the terms of this Agreement require approval by either Party, approval requests shall be considered timely and in good faith, and approvals shall not be unreasonably withheld.
- Your and HUCOM’s obligations under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, including, by way of illustration only and not limitation, those relating to payments, warranties, indemnification and confidentiality, shall survive termination, cancellation or expiration of this Agreement.
- Accessing HUCOM services might require up-to-date browser and such latest technologies, which is your sole responsibility to have.
N. Pre-contracting information
- The services essentials characteristics
- The services pricing
- The date or delay the company will provide the service
- The company information related to its identity (address, phone number, email)
- The information relative to the legal and contractual warranty and their implementation modality
- The possibility to use a sanctioned mediation in case of litigation
- The information relative to the right of withdrawal (delay, modality) ;