1. Interpretation & General
1.1 In these conditions: “Client” is the person, firm, company or organization for whom Happy To Help (H2H) has agreed to provide the Services in accordance with these conditions; “H2H”, H2H Enterprises LLC, dba Happy to Help; “Contract” is the Contract for the provision of Services which shall be governed by these conditions; “Services” means the Services to be provided by H2H to or for the Client; “Charge” means the Charge payable by the Client to H2H as notified by H2H from time to time.
1.2 H2H shall be entitled to alter and vary these conditions from time to time without any liability.
1.3 H2H’s normal hours are 7:30 AM – 5:00 PM Monday to Friday. Where H2H is required to provide Services outside these hours H2H shall be entitled to Charge for its Services at a higher hourly rate, as the Client is informed from time to time. Outside normal hours, the Client may reach a H2H consultant by telephone, fax or email as notified from time to time. H2H will respond to all messages left by the Client as soon as possible.
1.4 The Client may provide H2H with a password for identity verification. Both H2H and the Client will keep any such password confidential.
1.5 Telephone calls between H2H and the Client may be recorded and monitored from time to time for training purposes.
2. Supply of the Services
2.1 H2H shall provide the Services to the Client subject to these Conditions or such other conditions as may be agreed in writing between H2H and the Client.
2.2 Client may request from H2H any information or suggestions regarding how to achieve the personal needs or desires of the Client (including events, activities, venues, goods and Services).
2.3 H2H reserves the right to refuse to supply Services if, in the opinion of H2H, the Services are to be used by the Client for any immoral or unlawful purpose. H2H’s information and suggestions will be based upon the specific criteria provided to H2H by the Client.
2.4 H2H shall inform the Client from time to time of the type and nature of requests with which H2H is accustomed to or capable of dealing with. H2H shall not be liable to the Client in the event that a request made of H2H cannot be fulfilled.
2.5 H2H shall, within a reasonable period of time, use reasonable effort to provide information and suggestions in response to the Client’s requests. If H2H is unable to fulfill any requests, it will inform the Client as soon as reasonably possible.
3.1 Subject to any special terms agreed, the Client shall pay H2H the Charge and any additional sums agreed between H2H and the Client for the provision of the Services. Client also agrees to pay the out-of-pocket expenses incurred by Company or the independent contractor service provider of Company in performing the Services, including a mileage charge for any required travel in performing the Services. Company shall provide itemized accounting to Customer for expenses.
3.2 H2H shall be entitled to vary the Charge from time to time to the Client for each engagement.
3.3 H2H shall be entitled to invoice the Client immediately upon receipt of written acceptance of these conditions for the service being provided or at other times agreed with the Client. Fees shall be payable solely to H2H and not directly to H2H’s independent contractor service providers, whom H2H has engaged by separate agreement to perform the agreed upon services.
3.4 Client shall pay such deposit before work begins as required by H2H and the balance shall be billed to Client’s credit card immediately upon rendering of services. Any charges payable are exclusive of any applicable taxes or other fees charged by a government body and shall be payable by Client to H2H in addition to all other charges payable hereunder. All accounts are due in Randall County, Texas.
4. Client’s Responsibilities
4.1 Services provided by H2H are provided expressly for the Client and the Client shall not use the Services for any improper, immoral, unlawful or any other purpose other than that for which the Client informs H2H at the time of the initial request.
4.2 The Client shall immediately inform H2H of the identity of any third party with whom the Client enters into a Contract or arrangement for sale of goods or supply of Services which result in the provision of Services by H2H and H2H shall be entitled to decline to provide such Services to such party without providing any reason.
4.3 If the Client should request that H2H use the Client’s credit card and /or other credit facilities for the purpose of rendering Services, the Client shall, promptly and upon request, provide written confirmation of its authorization (in such form as H2H shall request) for H2H to use any such credit facility. The Client acknowledges and agrees that H2H shall have no liability or be responsible in any way whatsoever with respect to the use of the Client’s credit card and /or other credit card facilities, provided that H2H acts in accordance with the instructions issued by the Client in relation thereto.
4.4 Client agrees to provide H2H and H2H’s independent contractor service providers with access to the location(s) at all times necessary to performing the services agreed upon. Client further agrees to provide H2H and H2H’s independent contractor service providers with access to any and all other facilities and equipment deemed necessary or advisable by H2H to provide the Services.
4.5 Relationship of the Parties. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto. H2H shall be providing all services hereunder as an independent contractor and not as an employee of Client.
5.1 When the Client has entered into an agreement of duration longer than one calendar month, H2H and the Client shall be entitled to terminate the Contract for the provision of all or any of the Services on 5 days written notice to the other.
5.2 Without prejudice to any other accrued rights and remedies available, H2H shall have the right to terminate the Contract for the provision of all or any of the Services immediately upon written notice if:
5.2.1 The Client commits a serious breach of these conditions or, in the case of a breach capable of remedy, fails to remedy such breach within 10 days of written notice from H2H to so remedy; or
5.2.2 The Client files bankruptcy, becomes insolvent, makes voluntary arrangement for compromise its creditors or has a judgment filed against any of its effects or property.
5.3 On termination for any reason whatever, the Client shall immediately make payment to H2H of any and all sums outstanding and owing to H2H under these conditions (including the Charge or any outstanding balance).
5.4 On termination of the Contract pursuant to clauses 5.1 and 5.2 above, the Client shall not be entitled to refund of the Charge.
6.1 H2H shall not be liable for any loss, cost, expense or damage of any nature whatever (whether direct or indirect) resulting from the provision of the Services or the Client’s reliance upon the information and suggestions provided by H2H hereunder and the resulting supply of goods and Services to the Client by any third party.
6.2 H2H warrants to the Client that H2H and their independent contractors shall use reasonable care and skill to provide the Services, in accordance with the Client’s requests and instructions. Where H2H supplies the Client with any goods or Services provided by a third party, H2H does not give any warranty, guarantee representation or other terms as to the quality, fitness for purpose or otherwise of the goods or Services and the Client shall be required to seek compensation for any loss or damage suffered from such third party direct. H2H does not and will not provide any warranties, representations or recommendations in relation to any of the information and suggestions comprised within the Services and the Client shall be responsible for, and shall use its own skill and judgment as to the quality, value and suitability of any such information and suggestions from H2H and in deciding whether to enter into any Contract with any third party for the supply of Services or sale of goods.
6.3 H2H shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from requests or instructions supplied by the Client which are incomplete, incorrect or inaccurate or arising from their late arrival or non-arrival if needed to be present for Services to be provided, or any other fault of the Client.
6.4 H2H shall not be liable for or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform any of H2H’s obligations in relation to the Services, if the delay or failure was due to any cause beyond H2H’s reasonable control.
6.5 Subject to the provisions of this clause 6, H2H’s maximum liability to the Client for breach of any of its obligations hereunder shall be limited to the value of the Charge (provided that the Charge has at such time been paid by the Client in full).
7. Disclosure of information
7.1 Neither H2H, their independent contractor nor Client will disclose any information of the other which comes into its possession under or in relation to this agreement and which is of a confidential nature.
8. Warranties and Disclaimers
8.1 H2H makes no representations or warranties hereunder except that it shall use reasonable efforts to comply with H2H obligations under this agreement. H2H makes no representations or warranties, express, implied or otherwise, concerning the results of the services provided hereunder. H2H specifically disclaims any responsibility for, and client specifically waives any claims related to, losses that may be suffered by client as a result of the services provided by H2H or H2H’s independent contractors or third party providers engaged by H2H in providing such services (except those directly caused by the gross negligence or willful misconduct of H2H). Client acknowledges and agrees that H2H does not own, operate, or in any manner exercise any contol or influence over third-party suppliers or vendors and, therefore, H2H shall not be responsible for the acts or omissions of such third-party suppliers or vendors.
8.2 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to the other party at its registered office or principal place of business or residential address (as the case may be) or such other address as may at the relevant time have been provided pursuant to this provision by the party giving notice. Any notice may be sent by first class post, facsimile transmission, or email and notice shall be deemed to have been served on the expiration of 48 hours after mailing in the case of post, or at the time of transmission in the case of facsimile or email transmission.
8.3 No failure or delay by H2H in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by H2H of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
8.4 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in parts, the validity of the other provisions of these conditions will still stand.
9. Indemnity by Client
Client agrees to release, indemnify, defend, and hold harmless H2H and its officers, agents, shareholders, employees, and directors from and against any and all losses, penalties, fines, costs, expenses (including reasonable attorneys’ and consultants’ fees), claims, damages, liabilities, and judgments arising (directly or indirectly) out of or resulting from: (i) the services to be provided by H2H under this agreement, including, without limitation, the acts or omission (negligent or otherwise) of the officers, agents or independent contractors supplied by H2H, which have not directly resulted from the gross negligence or willful misconduct of H2H, (ii) the acts or omissions (negligent or otherwise) of the Client, its employees or its agents, or (iii) Client’s breach of any representation, warranty, covenant or agreement contained in this Agreement or any contract, arrangement or agreement made on behalf of Client by H2H. This provision shall survive the expiration or termination of this Agreement.
10.1 Except for the payment of the fees due hereunder, performance hereunder shall be extended for a period of time equal to the delay caused by or resulting from acts of God, war, civil disruption, casualty, telephone or electric service interruptions, or malfunctions, labor difficulties, shortages of energy, labor, materials, or equipment, government regulations, delays caused by either party to the other, or causes beyond the control of such party.
10.2 Client may not, by operation of law or otherwise, assign this Agreement, nor any rights or interests hereunder, without the prior written consent of H2H.
10.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding the principles of conflicts of law.