Terms and conditions

General

1. THIS AGREEMENT: This Agreement is a User Agreement between you, as the User and us, as Headroom, and applies to all of Headroom’s services, offers and assignments. Dutch law applies to this Agreement and User must read, agree with and accept all of the terms and conditions contained in this Agreement. This Agreement may be changed by Headroom, Headroom shall inform User in case of any change of the Agreement. The most current version of this Agreement can be accessed by contacting Headroom or visiting its website. Once User has been informed by Headroom of changes of the Agreement, continued use of User’s membership constitutes acceptance of the most recent version of the Agreement.

2. OWNERSHIP: The website, together with the arrangement and compilation of the content, is the copyrighted property of Headroom. Nothing contained on the website should be construed as granting, by implication, or otherwise, any license or right to use any of the copyrights without the written permission of Headroom. All related logos, products and services described in Headroom’s website are copyrighted materials. User may not copy, imitate or use them without Headroom’s prior written consent.

3. ELIGIBILITY AND AUTHORIZATION: Prior to signing up for Headroom’s services, User will authorize Headroom, directly or through third parties, to make any inquiries we consider necessary to validate User’s identity. This may include asking User for further information, requiring User to take steps to confirm ownership of its email address or financial instruments, and verifying User’s information against third party databases or through other sources.

Definitions

4. AGREEMENT: The Agreement referred to in Clause 1.

5. ASSIGNMENT: The specific details agreed between User and Headroom in respect of implementing services of an administrative, and secretarial nature. The Assignment is on a month-to-month basis and will be automatically renewed, unless User cancels or changes the Assignment before the next billing cycle.

6. USER: Every natural person or company who acquires an EA subscription plan and makes use of Headroom’s services.

7. ASSISTANT: Any natural person appointed by Headroom providing services on our behalf to a User.

8. WEBSITE: The shared services platform through which the User can access general information, Administration etc.

9. LOCATION: The place where work will be performed by the Assistant.

10. BILLING CYCLE: One full calendar month.

Pricing and Payments

11. USER FEES: Fees for services can be obtained by contacting Headroom or visiting its website. We reserve the right to change our fees at any time. Changes to our fees are effective for new Assignments. Fees are exclusive of VAT and any other additional office expenses such as phone bills, travel costs, office supplies, postage etc.

12. PAYMENT: Invoicing happens through Direct Debit, 14 days after invoice date. Headroom must be notified of any change to a User’s payment details. If Headroom is not notified before the fifteenth day of the month, User shall pay the invoice to Headroom directly.

13. INVOICING AND TASK REPORTS: Invoicing takes place around the 1st of every billing cycle (month). User will be provided with a weekly task report update, which mentions the tasks performed and time spent on the tasks.

14. DEFAULT: Any User who misses a subscription payment in the following way will be classified as a defaulter:

I. User who cancels his Direct Debit directly with his bank without complying with the notice requirements set out in these Terms & Conditions; Headroom may immediately cancel the subscription of a defaulting User who cancels his Direct Debit directly with his bank without complying with the notice requirements set out in these Terms & Conditions. Upon such cancellation, Headroom will notify the defaulting User, requesting payment by credit card. Further notification will be sent to the defaulting member if any payment remains outstanding.

II. User who has insufficient funds; A defaulting User who has insufficient funds will be contacted directly and requested to make payment by card over the phone. Further notification will be sent to the defaulting User if any payment remains outstanding.

III. User who provides the incorrect Direct Debit details; A defaulting User who has provided incorrect Direct Debit details will be informed by Headroom that payment has not been made. The defaulting User must pay any outstanding payments credit card at the same time as providing Headroom with the correct Direct Debit details. If such attempt is unsuccessful Headroom reserves the right to cancel the subscription of the defaulting User.

15. CONSEQUENCES OF NON-PAYMENTS: If User does not fulfills the entire outstanding amount by due date, Headroom reserves the right to take legal actions to claim the entire outstanding amount and halt any outstanding tasks. All additional expenses coming out of legal processes and procedures as a result of non-payments by User will be charged to User. Also Headroom will charge User with the national statutory interest rates, conform the European Directive 2000/35/EG to combat late payments in commercial transactions.

Assistants

16. REPLACEMENTS: Headroom is entitled to replace any Assistant temporarily or indefinitely by another. Headroom maximizes efforts for User to experience minimal consequences of replacement.

17. NON SOLLICITATION: User shall not solicit any individual who is under employment with Headroom, for a period of twelve (12) months after termination of User’s contract with Headroom.

User further agrees that, should User be approached by a person who is or has been an employee or a contractor of Headroom during the period described above, User will not offer to nor employ or retain as a contractor or agent any such person for a period of twelve (12) months following the termination of his/her business relationship with us.

Remote

18. Headroom works with her own software, in addition to third party apps, to enable team collaboration via the Internet.

19. Headroom will safeguard the functionality of her software and act speedily and actively in cases of complaints.

20. Headroom cannot be held liable for any direct or consequential damage or loss to the User or any third parties, resulting from the use of the apps.

Plans

21. USAGE: Headroom can’t be hold responsible for usage of the plan. Hours are replenished at the start of each month. User cannot accumulate unused support hours from previous months or share them with other users. For our Business plan a User can share hours with other assigned seats.

22. TERMINATION: User may cancel the subscription plan at any time by giving written notice at [email protected], as per the 1st of the next month. Non active accounts will be automatically closed after six months. If a Company is subscribed to two subscription seats or more, a cancellation period of two months will apply for all users, as per the 1st of each month. Headroom may terminate the Agreement and discontinue the provision of any of the services at any time. Such termination shall not affect any right to relief to which Headroom may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to User will terminate and revert to Headroom as applicable.

23. CHANGES: The same notice terms as in Article 22 also applies if the User wants to change plans, unless otherwise agreed upon.

24. DISPUTES: If a dispute arises between Headroom and the User, both parties shall endeavor an equitable solution, which may include arbitration or mediation, prior to submitting the dispute to the applicable Court of Justice

Liability and Confidentiality

25. NONDISCLOSURE: The terms of the Agreement governs the disclosure of information by and between Headroom and the Client as of the date of the Agreement. The parties are willing to disclose such information to each other on the condition that the recipient of the information does not disclose the same to any third party nor make use thereof in any manner except as set out below.

In consideration of such disclosure to each other, it is agreed by and between the parties hereto as follows:

I. Handling of Confidential Information: The receiving party undertakes to treat as strictly confidential and not to divulge to any third party any of the information disclosed by the other and not to make use of any such information without the disclosing party’s prior written consent. The obligations of confidentiality and non-disclosure will be honored even after the termination of this Agreement, except as required by governmental authorities.

II. Definition of Confidential Information: As used herein, Confidential Information shall mean any and all technical and non-technical information provided by either party to the other, including but not limited to, trade secrets, information related to current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, financial information, customer lists, employees, business and contractual relationships, sales and marketing plans.

III. Exceptions to Confidential Information: The above undertaking shall not apply to:

a. Information which after disclosure by the disclosing party is published or becomes generally available to the public, otherwise than through any act or omission on the part of the receiving party.

b. Information which the receiving party can show was in its possession at the time of disclosure and which was not acquired directly from the disclosing party.

c. Information rightfully acquired from others who did not obtain it under the pledge of secrecy to the disclosing party.

d. Information which at the time of disclosure is published or otherwise generally available to the public.

IV. Residual Knowledge: The terms of this Agreement shall be deemed to apply also to the employees, contractors, agents or legally associated entities of the receiving party who shall require their said employees or agents or legally associated entities to observe the foregoing obligations.

26. EXCLUSION OF WARRANTY: Headroom and any third party providers make no warranty of any kind regarding the website and/or any materials provided on the website, all of which are provided on an ‘as is’ basis. Headroom will not be held liable for the accuracy, completeness, currency or reliability of the content or data provided to any individual or for any business, investment, cost or loss associated with the information provided.

27. LIMITATION OF LIABILITY: Headroom assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect Client’s computer equipment or other property on account of access to, use of, or browsing in the website or downloading of any materials, data, text, images, video or audio from the site. Headroom is also not responsible for any loss attributed to its failure to provide timely reminders to users. In no event shall Headroom or any third party providers or distributors be liable for any injury, loss, claim, damage, or damages, including, but not limited to, any special, exemplary, punitive, indirect, incidental or consequential damages of any kind, whether based in contract, strict liability, or otherwise, which arises out of or is in any way connected with (i) any use of the website or content found herein, or (ii) the performance or non performance by Headroom or any third party providers, including, but not limited to, non performance resulting from bankruptcy, reorganization, insolvency, dissolution or liquidation even if such party has been advised of the possibility of damages to such parties or any other party.

Handling of EU Personal Data

28. HANDLING OF EU PERSONAL DATA: With respect to the processing of personal data relating to data subjects located in the European Economic Area (including the United Kingdom as of the Last Modified Date of these Terms) by Company solely on your behalf, the terms of the Data Processing Addendum shall apply.

The following terms have the meanings given in the General Data Protection Regulation (EU) 2016/679: “personal data”, “data subject” and “process”.). To the extent you are an individual, you hereby expressly grant consent to Company to: (a) process your personal data (including sensitive personal data) in accordance with the Privacy Policy and to collect, use, and disclose such personal data in order deliver Services and otherwise in accordance with the terms herein; (b) disclose your personal data (including sensitive personal data) to the categories of recipients described in the Privacy Policy; (c) transfer your personal data (including sensitive personal data) throughout the world, including to the United States and other countries that do not ensure adequate protection for personal data (as determined by the European Commission); and (d) disclose your personal data (including sensitive personal data) to comply with lawful requests by public authorities, including to meet national security or law enforcement requirements.

Miscellaneous

29. INDEMNIFICATION: Client agrees to defend, indemnify and hold Headroom, its officers, managers and employees harmless from any claim or demand (including attorneys’ fees) made or incurred by any third party due to or arising out of Client’s breach of this Agreement and/or its use of the services.

30. ENTIRE AGREEMENT: The Agreement, together with any Annexes and terms and conditions incorporated herein or referred to herein constitute the entire agreement between Headroom relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing.