These terms and conditions constitute a binding agreement (the “Agreement”) between you (the “Client”) and HIKINEX (hereafter HIKINEX, or “the Contractor”) effective as of the date of first purchase of services by the Client. Each of the Client and HIKINEX are referred to herein individually as a “Party” and collectively as the “Parties.” HIKINEX is a dba of CXS Hikinex, Inc. Staff members that perform services for the Client will be referred to as “Agent” for the remainder of this document.
The Agreement is subject to change by HIKINEX at any time, at its sole discretion, with advance notice given to the user. The most current version of the Terms and Conditions of Service will be located on our website – www.HIKINEX.com. The current version on the website will supersede all other versions. The Client should review the Agreement regularly, to determine if there have been changes. Continued use of HIKINEX constitutes acceptance of the most recent terms and conditions.
The Client accepts and agrees to the following:
1. Services & Commitment
HIKINEX shall perform all Services with reasonable and professional care, skill, and diligence. Services are performed by employees of HIKINEX or its affiliates. HIKINEX performs Services using its full-time employees and/or dedicated contractors and does not utilize marketplace-based or on-demand third-party contractors, except where expressly disclosed to and agreed upon by the Client for specialized projects.
HIKINEX performs Services remotely in a work-from-home environment. HIKINEX may delegate any portion of the Services to additional staff or affiliated contractors, and any such delegated Services shall be billed under the hourly plan selected by the Client.
In the event the Client requests Services that fall outside HIKINEX’s existing expertise or experience, HIKINEX may request guidance and training from the Client or procure such training through internal resources or affiliated contractors. The Client will be advised if HIKINEX determines that training hours exceed twenty percent (20%) of the hours reasonably required to perform the related task. All training and related services shall be billed under the Client’s selected hourly plan.
HIKINEX shall maintain an hourly timekeeping report reflecting time spent on Services. Such report shall be made available to the Client for review upon twenty-four (24) hours’ prior notice. All timekeeping reports are reviewed by HIKINEX management, and management reserves the right to review, validate, and adjust recorded hours as necessary prior to release to the Client.
Clients may request monthly performance, activity, or service-related reports associated with the Services provided. Any request for monthly reporting must be submitted within thirty (30) days following the end of the applicable reporting month. HIKINEX is not obligated to generate, reconstruct, or provide reports for periods older than thirty (30) days unless otherwise expressly agreed to in writing.
Client acknowledges that HIKINEX provides Services on a commercially reasonable, best-efforts basis. Due to factors outside of HIKINEX’s control, including but not limited to market conditions, candidate availability, client responsiveness, third-party platforms, and information provided by the Client, HIKINEX does not guarantee any specific results or outcomes, including without limitation hires, placements, leads, revenue, response rates, or business performance. Dissatisfaction with results alone does not constitute a failure to perform the Services or grounds for a refund, credit, or fee adjustment, except as expressly agreed to in writing.
2. Fees, Payment & Subscription Terms
2.1. Payment: The Client shall pay HIKINEX in advance of delivery of work according to the subscribed plan. Plans will renew automatically each month during the Term on each monthly anniversary of your subscription date unless specified by the Client. On renewal, your credit card or account will be charged in advance based on your selected plan. Unused hours are not rolled over to the following month. If a payment is declined or if the Client’s account becomes more than ten (10) days past due, HIKINEX may suspend the Services until all outstanding balances are paid in full.
2.2. Expenses: The Client is responsible for payments of additional expenses that are necessary to perform Client’s work. Upon written approval from the Client, HIKINEX may make purchases on behalf of Client to satisfy Client’s requests. Client’s Credit Card or PayPal account will be charged immediately for reimbursement charges, and purchases will incur a service charge of 3%. Such expenses may include, without limitation, software subscriptions, licenses, training materials, meals, or other Client-approved third-party resources.
2.3. Agents: For brand new accounts (clients that have never used HIKINEX services before), HIKINEX will provide 100% refund if you cancel your subscription within 30 days of the start date of your very first advance payment for ONLY Recruiter Agent services. This does not apply to any additional agents added to the account after the first advance payment.
If no advance payment was provided, Client will be responsible for the prorated Monthly Total based on the number of days services were provided. Cancellations made after the initial 30-day period will be governed by section 3.8 in Client Responsibility and Indemnity.
Managed Sales: By separate agreement, please see your account manager for terms.
Any modifications to this guarantee must be in writing and agreed upon by both parties to change this guarantee and refund policy.
2.4. Number of Hours for Full Time Engagements: For Full-time plans, we provide 150 hours of work in a month for each of our plans, unless otherwise agreed upon. However, clients who signed up before March 2019 will have 160 hours in a month as part of our legacy customer. Any hours worked in excess of the applicable monthly commitment shall be considered burst hours and must be pre-approved by the Client. Burst hours shall be billed at a rate equal to 1.5 times the Client’s effective hourly rate, calculated as the applicable monthly subscription fee divided by 150 hours. In the unlikely event that you are dissatisfied with the work performed by your assigned HIKINEX Agent, you may contact your Customer Success Manager to discuss a resolution. The client is responsible for all hours of service performed. The Customer Success Manager is not required to make adjustments to hours billed. Refunds will not be given for the unused hours of your last month’s subscription.
Virtual Assistant Services: Virtual Assistant Services require a minimum number of hours per day and per month, as designated for the applicable service. Minimum committed hours must be consumed daily. Any hours in excess of the minimum commitment shall be considered burst hours and must be pre-approved by the Client. Unused hours may not be carried over, banked, or applied to future periods. Specific terms, agreed-upon rates, and minimum hour requirements will be provided by the Account Manager prior to commencement of work.
2.5. Pricing Adjustments: HIKINEX may offer an initial pricing stabilization period of up to six (6) months for assigned agent(s), during which pricing will remain unchanged. Following the expiration of this initial period, pricing may be adjusted to reflect then-current market rates, unless otherwise expressly agreed to in writing by the parties. Any pricing adjustments shall occur no more than once in any twelve (12)-month period. HIKINEX shall provide the Client with at least thirty (30) days’ prior written notice of any rate increase.
2.6. Assigned Agents: Staffing may change from time to time. Staffing coverages may vary during some coverage periods to adjust to both employee, company and client requirements. HIKINEX shall provide notice, and receive written authorization, any time a non-dedicated resource is staffed to cover for any of the dedicated resources mentioned in the Custom Plan. HIKINEX is committed to providing competent staff and will make changes to staff only as needed or requested by Client in the event they are dissatisfied with performance of any individual or require alternative skill sets.
2.7. HIKINEX Termination Rights: HIKINEX may terminate this Agreement or suspend Services at its sole discretion by providing the Client with thirty (30) days’ written notice. Upon such termination, HIKINEX will reasonably facilitate the hand-off of any Client materials, work product, or information in its possession as needed to ensure a smooth transition, provided the Client has fulfilled all payment obligations up to the termination date. The Client shall remain responsible for payment of all hours consumed and expenses incurred prior to the effective termination date, and any unused hours from the final subscription period will be forfeited. Notwithstanding the foregoing, HIKINEX reserves the right to terminate this Agreement immediately with written notice in the event of Client abuse (including but not limited to harassment or unreasonable demands on HIKINEX staff), material breach of this Agreement (including but not limited to non-payment under Section 2.1 or solicitation of HIKINEX staff in violation of Section 6), or use of Services for illegal or immoral purposes (per Section 3.6). In such cases of immediate termination, the Client shall remain liable for all outstanding fees and costs incurred prior to termination.
2.8. Disputes: Any disputes regarding invoices, fees, or charges must be submitted in writing within ten (10) days of the charge date or receipt of the applicable invoice, whichever occurs first. Failure to dispute charges within this period constitutes acceptance of the charges as final and undisputed. Undisputed amounts must be paid when due and may not be withheld, set off, deducted, or delayed because of any dispute or claim relating to other amounts. HIKINEX reserves the right to suspend Services for non-payment of any undisputed amounts, in accordance with Section 2.1.
3. Client Responsibility and Indemnity
The Client shall at all times co-operate with HIKINEX in all matters relating to service and support.
3.1. Licensing and Software: Client will obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the receipt by it of the Services. If additional software is required to perform services, HIKINEX may request Client to purchase and provide access. HIKINEX maintains a reasonable suite of business software to perform its services and will notify Client if additional software is required to perform services. Any software, licenses, or tools purchased by HIKINEX on behalf of the Client shall be treated as reimbursable expenses and shall be billed in accordance with the Fees and Expenses section of these Terms, including any applicable service charges.
3.2. Authorized Staff: Client will provide an authorization list of agents that may transact on behalf of Client on the Client Account. If Client authorizes an agent, they will have the same level of authorization as Client unless the Client provides a detailed authority matrix.
3.3. Supervision of Staff: Your HIKINEX staff acts under your direction. If you require your HIKINEX Agent to make decisions on your behalf about the way in which any work/actions/tasks/strategies or other business-related functions are performed, you do so on the basis that the HIKINEX Agent is acting on your behalf and is under your supervision at all times.
HIKINEX provides both US and Offshore supervision and management. This management team, however, is for escalation purposes and is not directly supervising your HIKINEX Agent. Management staff does not bill for their services unless they are performing the services as a HIKINEX agent. Management time is billed at the same rate found in the subscription.
3.4. Passwords: Should you provide HIKINEX with passwords or security information you do so entirely at your own risk, and you are fully responsible for ensuring the security of your data. You will be solely responsible for any loss, liability or violations that might occur because of such access.
3.5. Copyright: Copyright is the legal protection extended to authors or owners of original published and unpublished artistic and intellectual works. Should you request that your Agent source content or images for use on your website or in marketing or other materials relating to your business, you do so at your own risk, and you are solely responsible for supervising his/her work, and ensuring that all appropriate permissions to use such content or images have been obtained. Should you request your Agent to carry out any of these activities without the necessary permissions, you will be solely responsible for any violations of copyright law and may be subject to legal sanctions, including fines.
3.6. Nature of Services: You may not use your Agent or any of the Services to engage in any illegal or immoral activity.
3.7. Indemnity: You hereby agree to release, indemnify and hold harmless both your Agent and HIKINEX from any loss, liability, claim or damage resulting from your decisions, directions and supervision, or for any breach by you of this Agreement unless caused by the gross negligence or willful misconduct of HIKINEX or your Agent. If HIKINEX’s performance of its obligations under these Terms is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, HIKINEX shall not be liable for any costs, charges, or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.
3.8. Closing/Downgrading Your Account (Excludes Digital Outreach Campaigns): You may close/pause/reduce your Account with 30 days written notice once the contract is month to month. Please refer to Sales contract for any additional commitment terms.
- Depending on the anniversary subscription date, if it falls within the 30 days period, a pro-rated subscription will be charged.
- If fewer than 30 days’ notice is provided, Client can pay an early termination fee of 50% of monthly fee and HIKINEX will stop work immediately.
- HIKINEX will do its best to re-deploy agents from Client account immediately upon notice. If HIKINEX is able to re-deploy cancelled agent onto another Client account, AND HIKINEX has not already billed for final billing in full or pro-rated as defined above then HIKINEX will waive final billing.
HIKINEX will not retain any of your Client and/or confidential data except for contact information, and HIKINEX will not be able to recover or access any work product or other information that may have been created, utilized and/or accessed during the engagement. You will be responsible for any hours consumed or expenses that have been incurred. Any unused hours on the last day of services will be forfeited.
3.9. Term and Termination (Digital Outreach Campaigns): This subsection applies only to Digital Outreach Campaigns and supersedes any conflicting provisions set forth above.
The Agreement shall commence on the Effective Date and shall continue on a month-to-month basis unless and until terminated in accordance with the provisions set forth herein. The Agreement shall automatically renew for successive one (1) month periods unless either Party provides written notice of its intent not to renew at least three (3) business days prior to the expiration of the then-current term. Such notice must be delivered in writing via email or certified mail to the designated contact of the other Party.
In the event of termination, HIKINEX shall, within a reasonable period not to exceed five (5) business days from the effective date of termination, deliver to the Client all existing lead data generated during the term of this Agreement, in CSV or other mutually agreed-upon usable format. Additionally, HIKINEX agrees to transfer to the Client all future appointments, pending proposals, and any in-process sales activities or related materials then in HIKINEX’s possession or control.
Nothing herein shall relieve either Party of obligations incurred prior to the effective date of termination. All provisions of this Agreement that by their nature should survive termination shall so survive, including but not limited to, confidentiality, indemnification, and limitation of liability.
4. Confidentiality
Each Party hereby acknowledges that during the Term, each Party may, from time to time, be supplied or work with certain information supplied by the other Party, all of which is confidential and of value to such Party (the “Confidential Information”). Each Party hereby agrees to the following in connection with the Confidential Information:
4.1. Neither Party will disseminate nor disclose to any third party, nor use for such Party’s own benefit or for the benefit of any third party, any Confidential Information relating to the products, business or affairs of the other Party, however acquired during or by reason of this Agreement, such Confidential Information being deemed to include, without limitation, information in any format pertaining to copyrights, trademarks, trade names, service marks, trade dress, domain names, uniform resource locators (URLs), websites, advertising and marketing plans, media planning/placement, strategic briefs, sales plans, ideas, concepts, new products, improvements, inventions, proposed launches, discontinuance of existing products, product and consumer testing data, sales and market research; technology research & development, corporate strategic plans, budgets, profit & loss data, raw material costs, identity of suppliers, customer lists, customer information, formulae, processes, methods, and associations with other organizations.
4.2. Each Party will treat Confidential Information received from the other Party with the same degree of care and security as such Party would use with respect to such Party’s own Confidential Information, but not less than a reasonable degree of care.
4.3. Neither Party will use the Confidential Information for any purpose other than as it relates to the Services. If either Party is in any doubt as to whether a proposed use of the Confidential Information is appropriate, such Party will immediately (and before using the Confidential Information) seek written clarification from the other Party.
4.4. Neither Party will copy, reproduce or store the Confidential Information without the other Party’s prior written consent whether electronically, on any external drive (including a USB thumb drive), or in the “cloud.” Each Party will secure physical and electronic access to the Confidential Information.
4.5. Neither Party will assert any right, title or property interest in or to the Confidential Information of the other Party.
4.6. Upon the expiration or other termination of the Term, and at such other times as either Party may request, each Party will return to the other Party all information, strategic briefs, reports, memos, presentations, letters, copies, manuals, drawings, blueprints, discs, e-mails CD-ROMs and all other materials relating to the other Party’s business, including all Confidential Information, in such Party’s work space, personal possession or control. In addition, upon the expiration or other termination of the Term, and at such other times as either Party may request, each Party will deliver to the other Party an executed certificate confirming that such Party has promptly returned to the other Party or shredded or destroyed all information, strategic briefs, reports, memos, presentations, letters, copies, manuals, drawings, blueprints, discs, e-mails, CD-ROMs and all other materials relating to the other Party’s business, including all Confidential Information, in such Party’s work space, personal possession or control.
4.7. Confidential Information will not include, and the other Party shall have no obligation whatsoever under this Agreement with respect to, information that is or becomes (through no breach of this Agreement by the other Party) generally available to the public, or was in the other Party’s possession or known by the other Party prior to receipt from such Party as demonstrated by the other Party through written documentation (if available) or otherwise.
4.8. Either Party may make disclosures required by valid order of any court or other authorized governmental entity, provided such Party promptly notifies the other Party and provides reasonable cooperation, at the other Party’s expense, with the other Party’s efforts, if any, to limit disclosure and to obtain confidential treatment or a protective order.
4.9. Each Party agrees that such Party’s obligations under this Section 4 shall continue beyond the expiration or other termination of the Term and shall be binding upon such Party’s legal representatives, heirs, successors, assigns, subsidiaries and affiliates and shall inure to the benefit of the other Party, the other Party’s subsidiaries and affiliates and their legal representatives, heirs, successors and assigns.
4.10. Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client’s prior written permission except to the extent necessary to perform services on Client’s behalf.
5. Proprietary Information
The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agrees not to challenge the validity of the Client’s ownership in the Work Product.
6. Non-Solicitation
The Client shall not solicit, recruit, induce, attempt to recruit or induce, or encourage anyone to leave HIKINEX in order to provide services directly to the Client while they are employed with HIKINEX and up to six (6) months after they have ended their employment with HIKINEX. The Client agrees that if the Client breaches this section 6, HIKINEX will incur substantial economic damages and losses in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by HIKINEX of actual damages and that liquidated damages represent a fair, reasonable and appropriate estimate thereof. Accordingly, in lieu of actual damages for such breach, the Client agrees that liquidated damages may be assessed and recovered by HIKINEX as against the Client in the event of such breach and without HIKINEX being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore the Client shall be liable to HIKINEX the payment amount equal to 40% of the annualized monthly fee of the employee, with respect to any of the Contractor’s staff that the Client solicits, recruits, induces, attempts to recruit or induce, or encourages to leave HIKINEX in order to provide services directly to the Client. Such liquidated damages represent estimated actual damages to HIKINEX arising from having to replace the VAs or other staff so recruited, and are not intended as a penalty. The Client shall pay the liquidated damages to HIKINEX within five (5) days of notice from HIKINEX of the resignation of a VA or other staff and whether or not HIKINEX has exercised its right to terminate the Term.
7. Warranties and Representations
Each Party hereby warrants and represents that such Party is free to enter into this Agreement and that this Agreement does not violate the terms of any agreement between such Party and any third party.
8. Limitation of Liability
8.1. Except as may be required by law where the Client is a consumer, in the event of a breach of this Agreement by the Contractor, the remedies of the Client will be limited to actual damages but will not exceed the greater of the amount paid by the Client for the Services during the twelve-month period immediately prior to the date in which those actual damages were incurred.
8.2. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL EITHER CLIENT OR CONTRACTOR (OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Independent Contractor
This Agreement shall not render either Party an employee, partner, agent of, or joint venture with the other Party for any purpose. HIKINEX is and will remain an independent contractor to the Client. The Client shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. HIKINEX shall have no claim against the Client hereunder or otherwise (whether for itself or any of its VAs) for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
10. Governing Jurisdiction; Arbitration
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Except for claims seeking injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”), pursuant to the Federal Arbitration Act. The arbitration shall be conducted by a single arbitrator in San Francisco County, California, unless the Parties mutually agree otherwise. The arbitrator shall have authority to award any relief that a court of competent jurisdiction could award, except that the arbitrator shall not award punitive or exemplary damages.
Each Party shall bear its own attorneys’ fees and costs, and the Parties shall share the arbitrator’s fees equally, unless otherwise required by applicable law. BY ENTERING INTO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE IN ANY CLASS OR COLLECTIVE ACTION. Any action to enforce an arbitration award or to seek injunctive or equitable relief shall be brought exclusively in the state or federal courts located in San Francisco County, California.
11. Notices
Any and all notices, demands, or other communications required or desired to be given hereunder by either Party shall be in writing and shall be validly given or made to the other Party if personally served (by hand or by overnight courier), or if deposited in the mail, certified or registered, postage prepaid, return receipt requested and notices may also be given by e-mail or facsimile transmission, provided, however, that receipt of any such e-mail or facsimile transmission is established by a read receipt or answerback confirmation. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the mail addressed to the Party to whom such notice, demand or other communication is to be given. If such notice is given by e-mail or facsimile transmission, notice shall be deemed given on the date such e-mail or facsimile was sent provided that receipt of such e-mail or facsimile transmission is sufficiently proven. Either Party may change its address for purposes of this paragraph by written notice given in the manner provided above.
12. Entire Agreement
Any titles or headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof. This Agreement constitutes the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. Any contracts signed by the parties will supersede the terms cited in this Terms of Service (TOS). Parties agree that email acceptance by both authorized parties is acceptable. In absence of any other written and signed agreements, the TOS found here will be the governing contract.
13. Unenforceability of Provisions
If any provision of this Agreement, or any portion thereof, is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
14. Force Majeure
In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any act of God, fire, casualty, flood, tsunami, earthquake, war, terrorism, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, crisis, material unavailability, unavailability of Internet or other telecommunications services, or any other cause beyond the reasonable control of the party invoking this section, and if such party will have used its best efforts to mitigate its effects, such party will give prompt written notice to the other party, its performance will be excused during, and the time for the performance will be extended for, the period of delay or inability to perform due to such occurrences. Agents will also be allowed to Work from Home (WFH) given that they will be able to maintain the same level of service. Notwithstanding the foregoing, if such party is not able to perform within thirty (30) days after the event giving rise to the excuse of force majeure, the other party may terminate this Agreement, with five (5) business days’ prior notice.
THANK YOU FOR WORKING WITH HIKINEX. PLEASE CONTACT US WITH ANY QUESTIONS.