Upon your agreement (indicated by your checking the “I Agree To Terms And Conditions” box at the bottom) The Brew, (herein referred to as “The Brew”) has agreed to provide services to your organization (herein referred to as “Customer”) on the terms and conditions set out in this Agreement.
Therefore the Customer and The Brew agree as follows:
- Scope of Work
The Brew will provide the Customer with the following services (the “Services”):
a. The Brew will set up an online employee survey for Customer using the information provided by Customer in the enrollment form.
b. For up to 30 days following launch date, The Brew will provide Customer’s employees with access to an online survey through a unique URL that The Brew will provide to Customer. (Customer may choose to close survey before 30 days have elapsed, subject to response rate condition listed below. Customer shall do so by sending email to The Brew requesting survey closure.) The Brew will generate a results report for Customer within 14 days from the date the survey closes.
c. The online survey shall consist of self explanatory questions. The detailed list of questions will be provided by The Brew to Customer upon signing this agreement.
d. The Brew will provide Customer with suggested general language (which Customer may modify as desired) to communicate with its employees about the survey and request employees’ participation. All communication with Customer’s employees regarding the survey is the exclusive responsibility of Customer.
e. Once per week, The Brew will provide Customer with an update on the number and percentage of invited Customer’s invited employees who have completed the online survey.
f. Conditional upon receiving responses within 30 days of survey launch from at least 50% of the number of employees that Customer invites to respond to the survey, The Brew will deliver to Customer a detailed results report on average responses from Customer’s employees. The results report will include average responses by question, as well as for multiple summary categories. (If Customer notifies The Brew that Customer has previously used a similar The Brew survey, the report will also include calculations of changes in scores from most recent previous usage.) This report will be delivered to Customer within 14 days of survey closure.
g. It is the sole responsibility of Customer to ensure that at least 50% of the invited employees respond to the survey in a timely manner.
h. To assure the confidentiality of employees’ responses, The Brew shall be under no obligation based on this contract to provide the raw data generated by the survey responses to Customer.
- Term of Agreement
This Agreement will begin from the date of Customer placing the order, and will remain in full force and effect until the completion of the Services. - Compensation
The Customer will provide non-refundable compensation to The Brew for the services rendered by The Brew as required by this Agreement, which is due and payable upon Customer agreeing to these terms. Compensation is listed on The Brew Store for the core product/services, with additional optional customization available for purchase by Customer. Prices are included in the “Survey Options” section of this enrollment form. Payment for core survey as well as any selected optional customization is required before survey link is provided to Customer.
In the event that Customer fails to achieve a response rate to the survey of at least 50% among its invited employees within 30 days of survey launch, The Brew will extend the survey data collection by 3 business days. If after this 3 additional business day extension, the response rate is still less than 50%, The Brew may close the survey and The Brew is released of its obligation to deliver the report noted above in Clause 1 (Scope of Work), Item 6.
- Confidentiality
a. The Brew and Customer, and either party’s affiliates, and their or their affiliates’ officers, directors, trustees, employees, advisers, agents, and other personnel, shall use at least the same care and discretion to prevent disclosure of Confidential Information (as hereinafter defined) of the other party as it uses with its own Confidential Information, but in no event with less than a reasonable degree of care. Either party may use Confidential Information of the other party in order to carry out its obligations hereunder, but in doing so will only allow dissemination of Confidential Information internally on a need-to-know basis (provided such persons are first informed of the confidential nature of such information and directed to use or disclose it only as permitted herein). If either party must disclose any Confidential Information of the other party as required by law, then that party may make such disclosure after providing the other party with reasonable notice so that the other party may seek protective relief.
b. For purposes of this Section, “Confidential Information” means all non-public business, financial or technical information or data of or about either party (oral, written, electronic or otherwise), including, without limitation, trade secrets (as defined under applicable law). Confidential Information shall not include information with (i) is currently in the public domain, (ii) is later published, becomes known publicly, or otherwise becomes part of the public domain through no fault of the party receiving the Confidential Information, (iii) is already known by the other party, or is independently developed by the other party as evidenced by its written records, or (iv) is made available to the other party in good faith by a third party who is under no obligation of confidentiality or secrecy.
- Independent Contractor
The Brew is acting as an independent contractor in providing the Services under this Agreement, not as an employee. The Brew understands and agrees that it is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, and federal, state, or local tax authority with respect to the performance of services and receipt of fees under this Agreement. The parties agree that this Agreement does not create a joint venture or a partnership between them. - Modification of Agreement
Any modifications or amendments to this Agreement will be binding if evidenced in writing signed by each Party. - Notice
All notices or demands required or permitted by the terms of this Agreement will be given in writing and delivered to the parties. - Ownership of Intellectual Property and Data
All intellectual property, including the survey questions themselves, embedded in The Brew’s products and the actual responses are the exclusive property of The Brew. The questions/input parameters may not be used by Customer after the termination of this contract.
The individual responses of Customer’s employees to the survey shall be owned by The Brew. Notwithstanding the forgoing, The Brew agrees to hold this data in absolute confidence, and to refrain from disclosing Customer’s employee responses and Customer’s overall results with any external party. The Brew reserves the right to include all responses as part of maintaining its anonymous benchmarking database.
- Integration
This Agreement contains the entire agreement and understanding by and between the Customer and The Brew and no representations, promises, agreements or understandings, written or oral, not herein contained shall be of any force or effect. - Choice of Law
This Agreement and the performance under this Agreement and all suits and special proceedings under this Agreement, will be construed in accordance with and governed by the laws of Indian jurisdiction, particularly, state of Maharashtra. - Severability
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceability of the other provisions hereof.
