TERMS & CONDITIONS
One of our House Rules at Houston & Ko is 'Information is king and we treat it accordingly' and that all starts with helping your understand our terms and conditions
General Terms and Conditions of Houston & Ko
Article 1 Scope of services
1. Houston & Ko provides virtual assistant services.
2. Houston & Ko provides the services according to the chosen rate. The individual scope of the services depends on the description of the chosen rate.
3. Houston & Ko reserves the right to temporary restrictions or interruptions of the services for important reason, included, but not limited to the following:
maintenance works, repairs etc. required for proper or improved operation;
required technical changes of the system (for example exchange of hardware, connection of new lines etc.).
In any case, Houston & Ko takes all reasonable measures to avoid or minimise such restrictions.
4. Houston & Ko is entitled to instruct third parties with the performance of its obligations, provided, however, that such third parties observe data protection and confidentiality provisions similar to those of Houston & Ko, and provided, that there are no conflicting legitimate interests of the Client. The Client shall accept any such performance by third parties as performance by Houston & Ko.
5. Houston & Ko is entitled to retroactively amend or supplement the specification of the services. For that purpose Houston & Ko informs the Client of the respective amendments in writing or in text form. If the amended specification deviates from the current specification and if this is to the detriment of the Client, the Client may within one month from receipt of the notification of change exercise its right to extraordinary termination provided for in such case, otherwise the amendment is deemed to be agreed. In the notification of change the Client is informed by Houston & Ko of the above mentioned notice period and the consequences of a failure to exercise the right of extraordinary termination.
Article 2 Beginning of the contract
1. The contract becomes effective upon the agreed date, however, no later than upon the actual use of the services.
2. Houston & Ko reserves the right to an identity verification of the Client or its legal representative(s) by way of reasonable measures (presentation of identity card, postal identification procedure or similar), a solvency check and the provision of securities.
Article 3 Briefs
1. Each task which Client requests Houston & Ko’s Freelancers to undertake shall be specified through an email Brief, text message or verbal conversation. Client shall provide the Houston & Ko’s Freelancer with a Brief, setting out the requirements and specifications of the services which it is requesting, including: a description of what work is to be done; dates by which it is requested to be completed; any relevant Client’s materials; and preferred time budget, if any.
2. Houston & Ko shall confirm to Client by means of email or message whether or not it accepts the Brief, or if any changes are required to the Brief in order for it to be accepted by Houston & Ko.
3. In case of Houston & Ko proposing changes to the Brief, any objections by the Client with respect Houston & Ko’s proposed changes to the Brief to be addressed back to Houston & Ko within 24 hours from the receipt of such objection. The proposed changes to the Brief shall be deemed to be accepted if the Client does not object to it within the above mentioned term.
4. Client acknowledges that Houston & Ko may in its absolute discretion refuse to agree to accept or complete any Brief. Client acknowledges that without limitation, Houston & Ko may refuse to accept or complete any Brief submitted in breach of clause 11.2.
5. Once the Brief has been agreed in accordance with clause 3.1, no amendment shall be made to it except as agreed by the parties in writing.
6. Houston & Ko will endeavour to meet the Brief within any stated time budget. If it is unable to do so, it will notify Client of the additional time likely required to complete the Brief. Client shall then have the choice of purchasing such additional time allocation or abandoning the Brief (in which case Houston & Ko shall be under no obligation to continue work on it).
Article 4 Obligations of the Client
1. The Client shall not use the services of Houston & Ko to access or distribute any illegal content – irrespective of the kind and nature of such content. In connection with legal and business relations the Client shall avoid giving the impression that any of the content in its sole responsibility is attributable to Houston & Ko.
2. Client shall at all times ensure that it has the right to submit Briefs, including any Intellectual Property Rights contained in it.
3. The Client shall forthwith inform Houston & Ko of any change of address, the Client’s availability by phone, his banking details, the legal form of his statutory or legal representatives.
4. Without the prior consent of Houston & Ko the services may not be transferred to any third parties (for example by way of reselling).
Article 5 Compensation
1. The compensation for the services is based on the agreed rate. All Houston & Ko plans are governed by a monthly hour limit by plan type payable in advance. If these hours are unused by the next billing cycle, the hours will not carry over to the next cycle. Fees are subject to Houston & Ko’s schedule of prices, as amended. All prices are net plus applicable VAT.
2. Each Client contract foresees usage of additional 10% hours on top of the number of hours included in the contract (“Plus Hours”). For illustrative purposes, 10 hour monthly contract foresees potential usage of 1 Plus Hour; 20 hour monthly contract foresees potential usage of 2 Plus Hours, 40 hour contract foresees potential usage of 4 Plus Hours and 80 hour monthly contract foresees potential usage of 8 Plus Hours. Confirmation or instruction to use Plus Hours to be submitted by Client to Houston and Ko in writing in advance.
Any usage of Plus Hours will be invoiced by Houston and Ko to the Client at the end of the month and is payable within 15 working days.
Any hours in addition to the number of Plus Hours that are foreseen by the specific contract should be pre-confirmed with Houston and Ko, these hours will be invoiced by Houston and Ko at the end of the month and are payable within 15 working days.
3. Houston & Ko informs the Client of any service cost changes in writing. If such changes deviate from previous regulations and if this is to the detriment of Client, the Client is entitled to exercise its right to extraordinary termination within one (1) month from receipt of the notification of change, otherwise the change shall be deemed to be accepted. In the notification the Client is advised by Houston & Ko with respect to the above term and the consequences of any failure to comply with it. No changes shall become effective prior to the expiry of the one (1) month term.
Article 6 Payment defaults
In the event that payment is rejected or is for any reason (other than default or negligence of Houston & Ko) not received in advance of the relevant Services being provided then, without prejudice to any other right or remedy that Houston & Ko may suspend all Services until payment has been made in full. Any Briefs already paid by the Client should be supplied.
Article 7 Objections against calculation of service costs; Counter claims
1. Any objections by the Client with respect to the calculation of service costs shall be directly addressed to Houston & Ko within a period of four (4) weeks from date of invoice. The invoice shall be deemed to be accepted if the Client does not object to it within the above mentioned term. In each invoice the Client is advised by Houston & Ko with respect to the above term and the consequences of any failure to comply with it. Statutory claims shall remain unaffected.
2. No credits can be offset by the Client.
Article 8 Warranties
1. Houston & Ko shall always carry out any of the services with great care. However, it cannot totally be excluded that in the individual case information is transmitted to Houston & Ko either incomplete, unclear or incorrect with respect to its content. No guarantee for content accuracy and completeness of any of the transmitted information is given.
2. No advice or information, whether oral or written, obtained by Client from Houston & Ko (including from any Houston & Ko’s Freelancer) shall operate to create any warranty not expressly stated in these Terms.
3. If the Client is not satisfied with the Work or any other aspect of the Services, contact should in the first instance be made to email@example.com. If Client can demonstrate that a particular requirement of a Brief accepted by Houston & Ko has not been met, but that hourly charges have been made (or Client's allocation of time purchased by the monthly subscription charge has been decremented) in respect of the requirement, Houston & Ko shall either (at its option) arrange for the Brief to be completed satisfactorily or arrange for a credit of the time charged in respect of such unmet requirement. Refunds are at the sole discretion of Houston & Ko.
Article 9 Data protection
Personal data in connection with this contract are collected, stored and processed by Houston & Ko in accordance with applicable statutory provisions. Details may be accessed by the Client at any time via following link.
Article 10 Liability
1. Houston & Ko shall only be liable for any damage – irrespective of the legal reason, contractual or non-contractual – if such damage is based on intention or gross negligence by Houston & Ko.
2. The liability of Houston & Ko for financial losses due to transmission errors between the Client, i.e. the Client’s own Clients and Freelancers of Houston & Ko, shall be excluded.
Article 11 Termination
1. The parties may terminate the services pursuant to the following rule: it possibly may terminate with a prior notice of one (1) month to the end of a billing period.
2. Houston & Ko is entitled to extraordinary termination for important reason in any of the following cases:
the Client is in default with respect to the payment of service costs from two (2) monthly invoices;
the Client violates by negligent behaviour any of the provisions of this contract and fails to remedy such violation within a reasonable period of time after receipt of a written warning from Houston & Ko. In case of major violations no such warning is required;
there are major and plausible indications that the Client’s business conduct is immoral or violates any statutory provision;
insolvency proceedings against the assets of the Client have been opened.
3. Any termination by the Client shall be made via certified e-mail to be sent to firstname.lastname@example.org.
In any case, the Client immediately receives from Houston & Ko a confirmation of the termination.
4. A termination by Houston & Ko may be made via email.
5. The refusal by the Client of the services provided by Houston & Ko shall not replace an explicit termination of the contract, even if such refusal continues for a longer period of time.
Article 12 Confidentiality
1. The parties shall keep the Confidential Information disclosed to it confidential and, except for the purposes of providing the Services (including disclosing it to Freelancers).
2. The obligation in article 12.1 shall not apply to any information which:
is, or becomes, generally available to the public (other than as a result of disclosure by the parties in breach of these Terms); or
was available to the parties on a non-confidential basis before disclosure by the Client; or
was lawfully in the possession of the parties before the information was disclosed to it by the Client; or
the parties agree in writing is not confidential or may be disclosed.
3. The parties disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any securities exchange) or by a court or other authority of competent jurisdiction.
4. At the written request of the Client, Houston & Ko shall destroy or return the Confidential Information to the Client and any materials (whether in written or other recorded form) containing, or making use of the Confidential Information.
Article 13 These terms & conditions
1. These terms & conditions will apply to all agreements, offers, quotations and other (legal) acts of Houston & Ko. The applicability of any terms and conditions of the Client is explicitly excluded.
2. Any conditions to the contrary stipulated by the Client shall be valid only if expressly accepted by Houston & Ko in writing.
3. Houston & Ko is entitled to retroactively amend or supplement these general terms & conditions. In such case Houston & Ko informs the Client of any such amendments in writing or in text form.
Article 14 Applicable Law and Place of jurisdiction
1. This contract between Houston & Ko and the Client shall exclusively be governed by Swiss law to the exclusion of the UN Convention on contracts for the International sale of goods. Subject to any other provisions the same shall apply to the definition of the time of day, public holidays or any other temporary or spatial parameters.
2. All disputes arising from this contract, shall be settled by the exclusive court of Zurich, with express exclusion of any other alternative or competent courts.
Article 15 Severability
If any of the provisions of these general terms & conditions are invalid as a whole or in part, the validity of the other provisions hereunder shall remain unaffected. The parties shall replace the invalid provision by a provision which legally comes as close as possible to what the Parties intended by entering into this contract.
Article 16 Partnership and Joint Ventures
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Article 17 Non-Solicitation
1. Client agrees that for a period of twelve (12) months immediately following the last date of acceptance by Houston & Ko of a Brief submitted under these Terms, Client shall not without the prior written consent of Houston & Ko directly or indirectly solicit any Houston & Ko’s Freelancer to work for Client directly or indirectly in any engagement or business arrangement.
2. Client agrees that in the event of breach by it of clause 17.1 above, Client shall pay to Houston & Ko a sum equal to 100% of the Charges payable to Houston & Ko in respect of all Briefs fulfilled by Houston & Ko using the Freelancer in question in the twelve (12) months preceding the date of the most recent Brief undertaken by Houston & Ko using that Freelancer. The Client and Houston & Ko confirm that these sums represent a genuine pre-estimate of Houston & Ko's loss for breach of clause 17.1.
Article 18 Intellectual Property
As between the Client and Houston & Ko, all Intellectual Property Rights and all other rights (including information rights, know-how, software, presentation, etc.) in the Work shall be owned by Houston & Ko. Houston & Ko licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make use of the Work and the Services for its own or internal business uses (including for the purposes of providing its goods and/or services to third parties). In no circumstances shall Client be entitled to resell the Work to any third party without the prior written consent of Houston & Ko.
Houston & Ko