Terms of service
Introduction
Welcome to Gofer Limited! We are dedicated to improving customer support through our AI solutions integrated with Zendesk. This Services Agreement defines the terms under which you may use our services.
This Agreement applies when Gofer Limited acts as the Controller of personal data, like data collected on our website users and business contacts. We act as a Processor for client data processed through our services on behalf of our clients. For inquiries on how a Gofer client uses your personal data, please contact them directly.
Table of Contents:
General Terms and Conditions
Access to Services
Use of Services
Term, Cancellation, and Termination
Billing, Plan Modifications, and Payments
Confidential Information
Sub-Processors and Data Security
Temporary Suspension
Non-Gofer Services
Free Trials
Intellectual Property Rights
Representations, Warranties, and Disclaimers
Indemnification
Limitation of Liability
Assignment, Entire Agreement, and Amendment
Severability
Export Compliance and Use Restrictions
Relationship of the Parties
Notice
Governing Law
Refund Policy
Federal Government End Use Provisions
Ethical Conduct and Compliance
Survival
Definitions
1. General Terms and Conditions
1.1 Access to Services:
Gofer Limited commits to providing the Services as outlined in any relevant Service Order, aiming for maximum availability except during scheduled maintenance and unforeseeable downtime.
1.2 Support Services:
Standard support is provided without additional charge, with enhanced support options available as further described in service-specific documentation and on our website.
1.3 Modifications to Services:
We may modify the features and functionalities of the Services. Significant changes will be communicated to you with at least 30 days' notice.
1.4 Extension of Rights:
Rights and obligations under this Agreement may be extended to your Affiliates under the condition that they agree to be bound by the terms of this Agreement.
2. Access to Services
2.1 Service Activation:
You are responsible for activating the Services through your account, where you will configure and manage your settings according to the needs of your business.
2.2 Credentials Management:
You must safeguard your login credentials and ensure that each user has unique login information that must not be shared.
3. Use of Services
3.1 Permitted Uses:
You may use the Services for your internal business purposes as intended through the provided functionalities.
3.2 Prohibited Uses:
You may not misuse the Services, including but not limited to unauthorized access to our systems, interference with services, or disruption of any user, host, or network.
4. Term, Cancellation, and Termination
4.1 Term of Agreement:
This Agreement is effective as of the Effective Date and continues until terminated by either party in accordance with the terms herein.
4.2 Cancellation Policy:
You or Gofer may cancel the services at the end of the current service period by providing written notice at least 30 days prior to the end of the term.
4.3 Termination for Breach:
Either party may terminate this Agreement if the other party materially breaches its terms and fails to cure such breach within thirty (30) days of written notice.
5. Billing, Plan Modifications, and Payments
5.1 Billing:
Fees for the Services are billed in advance and are due as per the terms set forth in the Service Order.
5.2 Plan Modifications:
You may modify your service plan or increase the number of users according to the terms specified in the Service Order.
5.3 Payment Terms:
All fees are due upon the invoice date. Payments must be made in the currency stated in the Service Order.
6. Confidential Information
6.1 Protection of Confidential Information:
Each party will protect the other’s confidential information from unauthorized use and disclosure with the same degree of care as it uses to protect its own confidential information, but not less than reasonable care.
7. Sub-Processors and Data Security
7.1 Use of Sub-Processors:
Gofer may use sub-processors to provide certain elements of the Services. We will ensure sub-processors are bound by contractual terms which require them to provide at least the same level of data protection as set forth in this Agreement.
7.2 Data Security:
Gofer commits to protecting the security of your data using commercially reasonable physical, administrative, and technical safeguards.
8. Temporary Suspension
8.1 Suspension for Non-Compliance:
Gofer may temporarily suspend your access to the Services if you are found to be in violation of this Agreement. We will notify you promptly of any such suspension.
8.2 Suspension for Maintenance:
For operational reasons, such as maintenance or updates to the Services, Gofer may temporarily suspend access, typically outside of peak usage times and with prior notice to minimize the impact on your business.
9. Non-Gofer Services
9.1 Use of Third-Party Services:
If you decide to enable, access, or use third-party services, these activities will be governed solely by the terms of those services. Gofer is not responsible for any third-party services used in conjunction with our Services.
10. Free Trials
10.1 Trial Terms:
If you register for a free trial, Gofer will make the Services available on a trial basis until the end of the trial period. The terms applicable to the free trial will be provided at the time of registration.
11. Intellectual Property Rights
11.1 Retention of Rights:
Each party retains all ownership rights to their intellectual property. Use of Gofer’s Services does not transfer any of these rights to you or any third party.
12. Representations, Warranties, and Disclaimers
12.1 General Warranties:
Each party represents and warrants that it has the legal power to enter into this Agreement.
12.2 Service Warranties:
Gofer warrants that the Services will perform in accordance with our standard service documentation. Any discrepancies will be addressed as per the terms outlined in the service documentation.
12.3 Disclaimers:
Except as expressly provided herein, Gofer does not make any warranties of any kind, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
13. Indemnification
13.1 By Gofer:
Gofer agrees to indemnify you against any claims that the Services infringe on any third-party intellectual property rights, provided you promptly notify us of the claim and allow Gofer to control the defense and settlement of the claim.
13.2 By Subscriber:
You agree to indemnify Gofer against any claims arising from your use of the Services in violation of this Agreement, the documentation, or applicable laws.
14. Limitation of Liability
14.1 Cap on Liability:
Gofer's total liability under this Agreement will not exceed the amount paid by you for the Services during the twelve months prior to the first event giving rise to the liability.
14.2 Exclusion of Certain Damages:
In no event will Gofer be liable for any indirect, special, incidental, or consequential damages arising out of or related to this Agreement.
15. Assignment, Entire Agreement, and Amendment
15.1 Assignment:
This Agreement may not be assigned by you without the prior written approval of Gofer but may be assigned without your consent by Gofer to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.
15.2 Entire Agreement:
This Agreement constitutes the entire agreement between you and Gofer regarding your use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
15.3 Amendment:
Gofer reserves the right to amend this Agreement from time to time, with notice provided to you in accordance with the notice provisions set out in Section 19.
16. Severability
16.1 Severability:
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
17. Export Compliance and Use Restrictions
17.1 Compliance:
You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control.
18. Relationship of the Parties
18.1 Independent Contractors:
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
19. Notice
19.1 Manner of Giving Notice:
Notices regarding this Agreement should be in writing and addressed to the other party at the address provided at the beginning of this Agreement. Gofer may give electronic notices specific to you by e-mail to your e-mail address(es) on record in Gofer’s account information for you.
20. Governing Law
20.1 Applicable Law:
This Agreement will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region. All legal proceedings relating to the matters herein shall be adjudicated solely in the courts of Hong Kong. You consent to the jurisdiction of such courts and waive any jurisdictional or venue defenses otherwise available.
21. Refund Policy
21.1 Refund Eligibility:
Gofer provides refunds for Services under specific conditions. Refunds are granted only if a service-related issue is attributable directly to Gofer and cannot be corrected within a reasonable time frame. Such issues must significantly impede your ability to use the Services as intended and advertised.
21.2 Requesting a Refund:
To initiate a refund request, you must contact Gofer's customer support within thirty (30) days of encountering the service-related issue. You are required to provide a detailed description of the issue and any attempts made to resolve it, accompanied by supporting documentation or evidence.
21.3 Processing of Refunds:
Upon receiving a refund request, Gofer will verify the validity of the claim within ten (10) business days. If the claim is justified, a refund will be processed back to the original payment method used at the time of purchase. Please note that this process may take up to thirty (30) days from the date of claim validation.
21.4 Limitations:
Refunds are not applicable for issues caused by factors outside of Gofer’s control, including but not limited to, third-party services, customer's failure to follow system requirements or provision of incorrect information by the customer. Refunds do not apply to fees for consulting services or custom developments.
21.5 No Waiver:
The issuance of a refund does not constitute a waiver of any terms of this Agreement and does not limit Gofer's rights to seek redress or recovery in relation to the issue under Hong Kong law.
22. Federal Government End Use Provisions
22.1 Government Use:
If you are a U.S. federal government department or agency, the Services provided under this Agreement meet the definitions of "commercial items" and "commercial computer software" as specified in FAR 2.101.
23. Ethical Conduct and Compliance
23.1 Compliance Obligations:
Both parties agree to conduct their business ethically and in compliance with all applicable laws and regulations, including but not limited to the Foreign Corrupt Practices Act and applicable local laws. Any breach of these obligations shall be grounds for immediate termination of this Agreement.
24. Survival
24.1 Post-Termination Rights:
The rights and obligations of the parties contained in Sections 11 (Intellectual Property Rights), 13 (Indemnification), 14 (Limitation of Liability), 15 (Assignment, Entire Agreement, and Amendment), and 23 (Ethical Conduct and Compliance) will survive the termination or expiration of this Agreement.
25. Definitions
25.1 Definitions:
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.
"Agent" refers to an individual authorized to use the Services under the terms of this Agreement.
"Customer Data" means all electronic data or information submitted by you to the Services.
"Documentation" refers to the online user guides, documentation, and help and training materials, as updated from time to time, accessible via Gofer's website or login to the applicable Service.
"End-User" means any person or entity other than you or your Agents using the Services with your authorization under this Agreement.