These General Terms and Conditions (these “GTC”) are by and between the WorkHub Platform Inc. entity as specified on the website sign up form (henceforth known as “WorkHub”) and the Company as specified on the website sign up form or using “order form” or a commercial contract as (henceforth known as “the Company”). These terms and conditions also cover the users of the system such as employees or associates of the Company.
WorkHub develops and operates a suite of products aimed at connecting teams, making task management easier and team recognition and rewards simpler. These features are delivered via a set of products referred to as follows:
WorkHub Connect: provides connectivity, conferencing and text messaging services.
WorkHub Scheduling: provides scheduling functionalities for individuals and teams.
WorkHub BRAVO: provides recognition, rewards and goal management functionality.
WorkHub Spaces: provides functionality to connect internal team members with end-customers, website visitors etc.
These services are provided through WorkHub website at workhub.ai, except BRAVO which is provided from getbravo.io.
By signing up on the website, the Company agrees to these GTC. The following sections regulate the terms under which different functionalities of WorkHub are made available to the Company.
1.1. “Rewards” are the rewards that employees can purchase once they reach certain points.
1.2. “User account” is a login protected customer area where the Employees can give each other rewards, comment, appreciate and purchase rewards.
1.3. “Order Form” means a transactional contract (web-based or offline) that is entered into pursuant to these GTC by and between WorkHub and the Company.
1.5 “WorkHub Platform” consists of all products and services under WorkHub.
1.4. “End User” is any user who uses the system on behalf of the Company.
2. Contract Commencement
2.1. The GTC applies to legal entities, commercially active persons with unlimited capacity to enter into legal transactions, self-employed persons or companies or any artificial person.
2.2. The Company applies to use the WorkHub submitting the Order Form. By signing the provided Order Form or sign up online, the Company declares that the activity in question is of commercial or independent professional character. The data requested during the application (mandatory fields) must be provided truthfully. The date of the Company’s signature or sign up determines the contract commencement.
3. Services Rendered by WorkHub
3.1. WorkHub distinguishes between different standard service packages with different service levels that are made available to the Company by WorkHub during the term of the GTC.
3.2. WorkHub reserves the right to change, amend or discontinue the scope of the standard service packages. In case of such change, the scope of service remains valid as agreed at the time.
4. Access, License, Ownership Rights
4.1. Access Rights. After contract commencement and during the term specified in the Order Form, WorkHub grants the Company access to the Employee Login. These access rights cease with the effective date of an ordinary or extraordinary termination of the contract by WorkHub.
4.2. Company’s License. Subject to the provisions of the GTC and for the term as defined in the Order Form, the Company grants WorkHub a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free worldwide license to use, copy, publicly display, create derivative work or modify the Company’s name and logo solely for the purpose of providing the services under the GTC and for reference purposes.
4.3. WorkHub’s License: Subject to the provisions of the GTC and for the term as defined in the Order Form, WorkHub grants to the Company a limited, non-exclusive, non-transferable, non-sublicensable license to use WorkHub’s Widget and Seal in accordance with the GTC.
4.4. Ownership Rights. WorkHub shall own and retain all rights, titles, and interests in the WorkHub Platform. Except for the license granted by WorkHub to the Company according to section 4.3, nothing in these GTC shall be construed in a way to transfer to the Company any rights, titles or interests in or to WorkHub’s property.
5. Duties of the Company
5.1. If the contact and business data provided by the Company during the application changes, the Company is obliged to immediately notify WorkHub about these changes in writing.
5.2. The Company shall abstain from any activities aimed at rendering the WorkHub unusable, manipulating it or hampering its use.
5.3. The Company must report any operational failures of the WorkHub immediately to WorkHub.
5.5. The Company is obligated to protect the WorkHub access data (username, an account password, and interface password) against unauthorized use by third parties and to maintain the confidentiality of such data. The Company must immediately notify WorkHub in writing if it has just cause for suspecting an instance of misuse.
5.6. The Company is responsible for ensuring compliance with applicable data protection laws.
6. Consequences of Improper Use
6.1. If WorkHub reasonably believes that the Company has violated the duties described in sections 4 and 5, WorkHub is entitled to immediately block access, either partially or completely, to the WorkHub. This will not affect the right of WorkHub to claim damages or any other rights it might have at the time of contract commencement.
7.1. Each party shall keep Confidential Information strictly confidential and shall not, without the disclosing party’s prior written consent, disclose the other party’s Confidential Information except as set forth herein. “Confidential Information” means.
- all software, technology, know-how, and documentation relating to making available or using the WorkHub OR
- any other information made available by the disclosing party to the receiving party that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Confidential Information does not include information i. already known by the receiving party prior to making available or using the WorkHub; ii. that becomes public through no fault of the receiving party; iii. that was independently developed by the receiving party; iv. that was lawfully given to the receiving party by a third party; or v. that is required by law to be disclosed by the receiving party, provided that the receiving party shall give the disclosing party written notice of such requirement prior to disclosing, so that the disclosing party may seek a protective order or other appropriate relief.
7.2. Each party agrees that it will take reasonable precautions to protect the confidentiality of such Confidential Information; such precautions must be at least as restrictive as the precautions it takes to protect its own Confidential Information. Each party agrees to disclose Confidential Information only to employees who need to have knowledge of the Confidential Information and who have executed a written non-disclosure agreement in content similar to the provision hereof, prior to any disclosure of the Confidential Information.
7.3. Personal data that is transmitted to WorkHub will be exclusively used per the executed contractual relationship and related purposes such as fraud prevention, storage, encryption, and data usage. This data will not be shared with unaffiliated third parties. WorkHub represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Information does and will comply with all applicable privacy laws in accordance with the European Data Protection Directive 95/46/EC & Directive 2002/58/EC.
8. Contract Term and Termination
8.1. The contract is concluded once the Company has signed and sent the Order Form to WorkHub and thereby agrees to the GTC. The date of the signature on the Order Form by the Company determines the contractual commencement. The contract term and the obligation to pay starts with the completion of the technical implementation (allowing the Company’s End Users to leave Ratings & Reviews), or, at the latest, four weeks after contract commencement for services as ordered by the Company. The Company is obliged to allow WorkHub a quick and efficient implementation of the services ordered and is obliged to name a contact person, dates and submit other information required for the technical implementation. If the implementation is not possible within four weeks after contract commencement, through no fault of WorkHub, then the obligation to pay shall begin four weeks after the contractual commencement. If the Company wishes to start the implementation period at a date different from contract commencement, this must be made clear in writing in the Order Form. In this case, the obligation to pay shall begin with the completion of the technical implementation and at the latest four weeks after the specified start date of the implementation period.
8.2. The minimum contract term for paid WorkHub services is 1 month. The contract may be terminated by providing notice at least 30 days before the end of the contract term. If the contract is not terminated within this period, the contract term will be automatically extended on each occasion by 12 months. Notices of termination must be sent by email to firstname.lastname@example.org. The right to extraordinary terminate the contract without notice for cause remains unaffected. In particular, but not limited to, cause for extraordinary termination by WorkHub exists if the Company violates its duties as specified in sections 4 and 5 or is in arrears with payment of at least two monthly fee installments. In case of an extraordinary termination by WorkHub, any outstanding invoicing amount up until the end of the contract period will immediately be due in the full amount.
9. Prices, Billing and Payment Conditions
9.1. With the beginning of the billable contract year, the Company will pay the usage fees according to the written agreed scope of the ordered WorkHub service according to the agreement made between the Company and WorkHub. The Payment of the fees is to be settled on or by the agreed deadline mentioned on the invoice. All software modifications, re-implementations or any adjustment of the Company’s implementation of the WorkHub services, that are not the fault of WorkHub, must be paid for by the Company in line with a schedule of charges. When the agreed transaction volume has been exceeded, the company shall pay a volume-based fee according to the written agreed scope of the ordered WorkHub service according to the agreement made between the Company and WorkHub, which will be billed in the following month with a separate invoice. This also applies to companies that have agreed to an annual advance payment. The amount of the monthly usage fee and of the transaction volume fee will depend only on the agreed monthly order fees that were previously written in the agreed scope of the ordered WorkHub service according to the agreement made between the Company and WorkHub.
9.2. Upon contract commencement, the Company irrevocably authorizes WorkHub to collect the payments due from the bank account indicated by means of a direct debit order unless otherwise agreed (e.g. credit card). If WorkHub cannot collect the amount due as a result of insufficient funds, WorkHub is entitled to charge a fee in line with the schedule of charges to cover processing and bank charges. In case of delays in payment, WorkHub is also entitled to charge fees in line with the schedule of charges.
9.3. To reduce its credit risk, WorkHub retains the right to reduce the choice of payment options.
9.4. The set-up fee invoice shall be settled upon receipt according to the payment terms described on the invoice. The same applies to the monthly usage fee unless agreed otherwise in writing. Only the time when payment is received is of importance. In case of an agreed annual payment, as described in section 9.1., the annual invoice shall be settled upon receipt according to the payment terms described on the invoice. The same applies to the volume-based fee as well as any claimed fees during the contract as described in section 9.1.
9.5. WorkHub expressly reserves the right, for reason of non-payment by the Company, to terminate the rating profile of the Company and to discontinue services.
10. Warranty, Liability, and Indemnification
10.1. Warranty. WorkHub warrants that the WorkHub Platform is the intellectual property of WorkHub and does not violate the rights of any third party.
10.2. WARRANTY DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPRESSLY GIVEN BY WorkHub IN THE GTC, WorkHub MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND APPLICABILITY FOR A PARTICULAR USE. The WorkHub OBJECTIVES, KEY RESULTS AND REWARDS SYSTEM IS PROVIDED BY WorkHub “AS IS”. WorkHub DOES NOT WARRANT THAT THE WorkHub OBJECTIVES, RESULTS, AND REWARDS SYSTEM WILL BE AVAILABLE AND ACCESSIBLE AT ALL TIMES AND FREE FROM ERRORS. DELAYS OR INTERRUPTIONS IN ACCESS OR TRANSMISSION MAY OCCUR AS A RESULT OF TECHNICAL CIRCUMSTANCES OVER WHICH WorkHub HAS NO CONTROL.
10.3. Liability. WORKHUB IS NOT LIABLE FOR ANY DAMAGES CAUSED BY THE PLATFORM OR ITS EMPLOYEES.
10.4. EXCLUSION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, NON-FORESEEABLE, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST DATA OR LOST PROFITS ARISING FROM THE PERFORMANCE OF THE GTC. ANY TECHNICAL INFORMATION PROVIDED BY WorkHub OR CONSULTANCY SERVICES RENDERED WHICH ARE NOT INCLUDED WITHIN THE CONTRACTUALLY AGREED SCOPE OF SERVICES OF WorkHub ARE PROVIDED FREE OF CHARGE AND TO THE EXCLUSION OF ANY LIABILITY. WorkHub CANNOT BE MADE RESPONSIBLE FOR ANY FALL IN OR STAGNATION OF SALES FOLLOWING IMPLEMENTATION OR FOR NEGATIVE RATINGS & REVIEWS. SOFTWARE ERRORS, ANY SERVER BREAKDOWNS, AND THEIR CONSEQUENCES CAUSED BY THE INSTALLATION OF THE WorkHub OBJECTIVES, KEY RESULTS, AND REWARDS OR OTHER COMPARABLE CONSEQUENCES ARE ALSO EXCLUDED FROM LIABILITY. WorkHub IS NOT LIABLE FOR SERVICES OR PRODUCT FUNCTIONALITIES OF THIRD PARTIES.
10.5. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL WorkHub’S TOTAL, CUMULATIVE LIABILITY (INCLUDING INDEMNIFICATION COSTS, IF ANY) EXCEED THE TOTAL AMOUNT PAYABLE OR PAID BY THE COMPANY (IN THE AGGREGATE) FOR THE PERFORMANCE OF THE SERVICES COVERED BY THESE GTC.
10.6. Indemnification by the Company. The Company shall indemnify, defend and hold harmless WorkHub from and against any and all damages, liabilities, costs, and expenses (including reasonable attorney fees) related to any action, suit, claim or proceeding made, brought or threatened by a third party against WorkHub arising out of or in connection with any breach of the Company’s obligations under the GTC.
10.7. Indemnification by WorkHub. WorkHub shall indemnify, defend and hold harmless the Company from and against any and all damages, liabilities, costs, and expenses (including reasonable attorney fees) related to any action, suit, claim or proceeding made, brought or threatened by a third party against the Company arising out of or in connection with an actual or alleged breach of WorkHub’s representations and warranties in this section 10.
10.8. The indemnification obligations of this section 10 are contingent on the indemnified party.
- giving prompt written notice of any such claim to the indemnifying party, ii. providing reasonable cooperation in the defense and all related settlement negotiations to the indemnifying party, and iii. agreeing that the indemnifying party shall have sole control over the litigation or settlement of such claim.
11. Concluding Provisions
11.1. The place of jurisdiction for any disputes ensuing from the business relationship between WorkHub and the Company in California, the United States of America.
11.2. These GTC are governed by the Laws of the the United States of America, without regard to the conflicts/choice of law provisions of any jurisdiction.
11.3. Each provision of these GTC is severable from all other provisions, and if one or more of the provisions of these GTC is or shall become invalid, the remaining provisions shall remain in full force and effect. If one clause is or shall become invalid, it must be replaced with a valid provision that comes closest to the invalid provision’s meaning and intention.
11.4. Any declarations and terminations regarding the contract are only valid if they are received in writing.
11.5. WorkHub shall inform the Company in writing about any changes in these GTC. These changes are deemed to be confirmed by the Company unless the Company disagrees in writing. WorkHub shall explicitly inform the Company about this right to disagree. To effectively disagree, the Company has to inform WorkHub in writing within two weeks.