IDENTIFICATION OF THE PARTIES
These general contracting conditions for the App license "HAPPYFORCE" and provision of services (hereinafter, the "General Conditions") regulate the relationship between HAPPYFORCE, S.L., with CIF B-66581547 and address at Passeig Isabel II, no. 12, 08003 Barcelona, registered in the Barcelona Mercantile Registry in Volume 44929, Folio 205, Page 471645, Registry 1 (Hereinafter, without distinction, “HAPPYFORCE” or the “Licensor”), owner of all the exploitation rights of the Happyforce application (hereinafter, the "App") and the Licensee CLIENT who requests to contract the services offered by HAPPYFORCE and make non-exclusive use of the App for its users (hereinafter, without distinction, the "CLIENT" or the "Licensee ”).
The “Parties” will have this distinction as a whole and they will be individually named as the “Party” interchangeably.
Additionally, the Parties will subscribe to specific conditions including the order form for the services requested (hereinafter, the " Order Form ").
PURPOSE OF THE SERVICE
The licensor grants the Licensee a limited license for a non- exclusive and non-transferable use of the App for the CLIENT's users, specifically, their managers and employees, during the term of the service specified in the section Period of Validity according to the specific order form subscribed by the parties.
The purpose of the App is to offer an agile and dynamic online communication channel between the CLIENT and essentially its employees, with the main purpose of measuring the motivation and mood of the latter within their Company, based on the use terms specified further on this document (hereinafter, the "Service").
For the purposes of this agreement, the users of the App will be considered the managers, administrators, employees and authorized suppliers of the CLIENT (hereinafter, collectively, the "Users"), which will be subject, when it comes to the use of the App, to the conditions and terms of service available through the Happyforce platform (hereinafter, the "Platform").
In any case, the App couldn’t be used for other purpose (s) not authorized by HAPPYFORCE.
In particular, the license on the App grants the following uses to the Licensee:
Access to the Employees App.
Access to the Dashboard for managers and administrators of the CLIENT.
Support to its Users.
Updates to the App and Dashboard.
Automatic classification and categorization of comments.
Analysis of comments.
Monthly report with recommendations for the CLIENT.
Benchmarking with other companies.
Any other use on the App must be granted and authorized by the Licensor and previously communicated to the CLIENT.
Likewise, the Licensor will deliver to the Licensee any update on the use of the App under the terms of these General Conditions.
The use of the license will be limited to the territory provided in the Order Form.
In the event that HAPPYFORCE has offered the CLIENT a free demo, HAPPYFORCE will offer one or more Services on a free trial basis, which will last until (a) the end of the free trial period for which the CLIENT has registered and with respect to the Services that are applicable, or (b) the start date of any subscription to the Services specified by the CLIENT, or (c) the termination by HAPPYFORCE in its sole discretion. The free trial may be subject to additional terms and conditions as detailed on the website at any time. Those additional terms and conditions will be incorporated in reference to these General Conditions and will be considered as legally binding.
The CLIENT is not allowed to, directly or indirectly: (i) exceed the active number of Active Monthly Users; (ii) use unique values or a continuous set of values as inputs of event attributes, (iii) interfere or attempt to interfere with the proper functioning of the Service or any activity carried out in the Service; (iv) circumvent the privacy options or measures that HAPPYFORCE may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (v) use email lists, any form of auto-reply or “spam” on the Service, or (vi) use manual or automated software, devices or other processes to crawl any page of the Sites.
ACCESS TO THE SERVICE AND SUPPORT
As part of the implementation process, the Licensee will create a primary user and a password that will be used to configure the Service account.
The Licensee may use the main user and the password to create sub-accounts for its Users (each one with its corresponding login ID and password).
The Licensee will be responsible for any acts or omissions of any person who accesses the App using the passwords or access processes provided or created by them.
Likewise, HAPPYFORCE will not be responsible for any failure of the Service or the App that is related to (i) the CLIENT's information systems or (ii) outages in the telecommunications networks or internet access providers, networks or servers, or other equipment or services outside of HAPPYFORCE facilities or its control.
HAPPYFORCE reserves the right to reject the registration, or to cancel, the login ID's that violate the provisions of these General Conditions, in the order form/s and in the terms and conditions of use applied to the App.
Once becoming aware of this situation, the Licensee must immediately notify HAPPYFORCE of any unauthorized use of the account or any other security failure or problem.
Also, periodically, HAPPYFORCE staff may access the CLIENT's account in order to maintain and improve the features of the App, including technical assistance. That access will be carried out using a HAPPYFORCE user account and in no case accessing the individual accounts of the Users or under the identity of the latter.
Furthermore, HAPPYFORCE will provide the Licensee with an email and telephone support for the use of the Service during HAPPYFORCE business hours.
The CLIENT agrees that HAPPYFORCE will not be responsible for providing support in relation to problems, errors or queries related to the CLIENT's information systems.
OBLIGATIONS OF THE PARTIES
HAPPYFORCE agrees to:
Provide with the necessary human and material resources for the correct execution of the Service.
Designate a person responsible within HAPPYFORCE team to supervise the activities that are the object of the Service.
Maintain the Platform and the App in such a way that the CLIENT can access the statistics provided by the Service.
Carry out continuous surveillance and quality control of the tasks object of the Service.
Solve possible specific incidents that may arise in the shortest possible time for the proper development of the Service.
Any other obligation related to the content of these General Conditions.
The CLIENT agrees to:
Collaborate with HAPPYFORCE so that it can adequately provide the contracted services.
Provide all the information necessary for HAPPYFORCE to carry out the execution of the Service.
Pay the Price of the Service in the terms agreed in the Order form.
Communicate to HAPPYFORCE any incident related to the Service once the incident arises.
Not to carry out, directly or indirectly, acts of competition regarding HAPPYFORCE in the sense of using the Service or the App to create a service, software or documentation that performs substantially the same functions as those contracted here.
Do not disassemble, decompile, reverse engineer the software, or attempt by other means to discover the source code, algorithms, or trade secrets in connection with the Services.
Safeguard the intellectual and industrial property rights of HAPPYFORCE in the terms provided in the "Intellectual Property" section of these General Conditions.
Respect the number of active monthly Users assigned by the contracted Service.
Respect the privacy options and security measures on the Service and the App that HAPPYFORCE notifies periodically. 3.2. Unauthorized uses of the Service.
Any other obligation related to the content of these General Conditions.
ORDER FORMS, PRICE AND PAYMENT
7.1 Order form
The Parties may agree on one or more Order forms under this Contract. Each Order form must detail the Service to be provided, the term during which the Service will be executed, the billing conditions, and any other terms agreed between the Parties.
HAPPYFORCE will only be responsible for providing the Service identified in an Order form during the term specified therein.
7.2 Service Price
The Licensee shall pay the price corresponding to the use of the Service (hereinafter "Service Price") plus the corresponding taxes provided in the Order Form and in accordance with the billing schedule established therein.
In this regard, unless otherwise provided in the Order Form, HAPPYFORCE will invoice the Service Price annually.
7.3 Payment conditions
Payments will be made in Euros to the bank account of HAPPYFORCE, and paid in full, without compensation, counterclaim or deduction, within thirty (30) days following the date of issuance of the invoice.
In the event of default, HAPPYFORCE may demand a late payment interest of 1.5% per month or the maximum amount allowed by law, whichever is less. The Licensee agrees to reimburse HAPPYFORCE for all expenses (including attorney's fees) incurred by HAPPYFORCE in the collection of those late payments.
HAPPYFORCE may, with a previous notice of two (2) business days for its correction, suspend the access of the Licensee to the Service or resolve in advance these General Conditions and the Order form in the event that the Licensee is not up to date with payment of the amounts due to HAPPYFORCE, based on the provisions of the section "termination and early termination".
These General Conditions will be applied on the date of their signature and will remain in force indefinitely until (i) one of the Parties notifies the other Party, in writing, thirty (30) days in advance, the termination of the Service, provided that there is no Order form in force, or (ii) in the event of the existence of one or more Order forms in place, after the expiration of the last one.
The term established in the Order form (hereinafter, the “Initial Term”) shall be considered as the initial term.
The Order forms will be automatically renewed for additional periods of one (1) year (hereinafter, the "Renewal Term") at the end of the Initial Term and of each of the Renewal Terms (collectively, the "Term”), Unless one of the parties communicates the non-renewal in writing, with a minimum of thirty (30) days prior to the end of the Term.
Any Party won’t be allowed, in any case, to transfer, transfer partially or totally, to any other company, the object of these General Conditions or the Order form, or the rights and obligations emanating from the foregoing, without prior consent in writing from the other.
Notwithstanding the aforementioned, HAPPYFORCE is free to transfer, as a whole or in parts, its rights and obligations under these General Conditions or the Order form to another company in which it has effective control, understanding as such to be the holder of more than 50 percent of its share capital.
HAPPYFORCE's obligation to indemnify for possible damages and /or losses suffered by the CLIENT derived from their professional actions (including economic losses, lost profits, failure to obtain the expected benefits or savings), either for a breach of the Conditions Terms and/or Order form, due to negligence or for non-contractual reasons, will be limited exclusively to the damages caused by HAPPYFORCE, and, in any case, the aforementioned responsibility will exceed the Price of the Service in the Order form in whose execution the damage and /or injury suffered by the CLIENT was caused.
Moreover, it is stated that HAPPYFORCE will not be liable for any temporary outage of the Service caused by the maintenance or updating of the App or for those not originated by an action exclusively attributable to them; as well as for acts or omissions that are not related to the Services specifically contracted.
The CUSTOMER will be required to make backup copies with sufficient frequency, as well as the installation of security measures and the licenses and implementation of antivirus, firewall, or any other programs that may be necessary to maintain integrity, confidentiality and security of your data and information systems.
Notwithstanding the foregoing, HAPPYFORCE will not be liable to the Licensee, among other assumptions, for the following (i) in the event that the Software is not used in accordance with the documentation provided by HAPPYFORCE to the Licensee; (ii) in case the failure is caused by manipulations of the Software not previously authorized by HAPPYFORCE or by third-party software.
Likewise, HAPPYFORCE will have no obligation to indemnify possible damages derived from the incomplete, inaccurate or false nature of the information provided by the CLIENT, or from the omission or delay in the delivery of information. HAPPYFORCE's liability will also not be extended to damages derived from the commission of any act of fraud, false representation or willful breach of these General Conditions and the Order.
Neither party will be responsible for facts or events caused by fortuitous events or force majeure or for any circumstance that, reasonably, exceeds the scope of their control.
TERMINATION AND EARLY RESOLUTION
The Order forms may be terminated by either Party if the other Party substantially fails to comply with these General Conditions or the provisions of the Order in question and does not proceed to solve it within a period of thirty (30) days from the notification in writing to the defaulting party, without prejudice to the right of suspension of the Service for non-compliance in the payment of the Price according to the section "Payment Conditions".
In the event of an early termination or termination for any reason of these General Conditions [and of the current Order forms] the following measures will be applied: (i) any rights granted by either party to the other will cease immediately; (ii) HAPPYFORCE will allow the CLIENT to access and export the Data generated by the Service as long as the CLIENT has fulfilled his financial obligations with HAPPYFORCE in accordance with the current Order /s.
After a period of ninety (90) calendar days from the end of these General Conditions and Order form / s for any reason, HAPPYFORCE will erase from its servers and applications any copy of the Data and the indicators generated by the Service.
In any case, each Party, at the request of the other, will make reasonable efforts to immediately return or destroy any Confidential Information of the latter that is in its possession.
Furthermore, these General Conditions and / or the current Order form (s) will also be terminated by:
Written and prior agreement between the Parties.
By the end of the Order term.
INTELLECTUAL AND INDUSTRIAL PROPERTY
The Licensee declares to know and accept that the Platform, the App and any other software, hardware and associated documentation, are the property of HAPPYFORCE, who will retain all the rights of intellectual, industrial property or any related others, which may not be subject to further modification, copying, alteration, reproduction, adaptation or translation by the Licensee.
The use by the Licensee of the App for the provision of the Service will not imply, in any case, the total or partial transfer in favor of them of any intellectual property right over the App without prejudice to the license granted under the these General Conditions.
The structure, characteristics, codes, working methods, information systems, development tools, know-how, methodologies, processes, technologies or algorithms of the Platform and the App are the property of HAPPYFORCE, or its suppliers, having been, in the latter case, subject to license or assignment by them, and are protected by current intellectual and industrial property regulations, and may not be subject to further modification, copying, alteration, reproduction, adaptation or translation by the Licensee.
Consequently, any use by the Licensee of the HAPPYFORCE Platform, the App, any brand, logo or distinctive sign owned by HAPPYFORCE or any associated material that is carried out without the authorization of the latter, including its reproduction, transformation, is strictly prohibite , including its distribution and / or total or partial public communication, which, if they occur, will constitute infringements of the intellectual or industrial property rights of HAPPYFORCE, sanctioned by current legislation.
The result of any change, improvement or adaptation carried out by the Licensor by suggestions or initiatives of the Licensee, will be fully owned by HAPPYFORCE for its exclusive exploitation.
On the other hand, the Licensee will keep all the copyrights and other intellectual property rights of the tools, techniques and methods that he already had prior to contracting the Service, as well as those rights acquired by the CLIENT during the provision of the Service that have been exclusively developed by the CLIENT.
Furthermore, the CLIENT will be the owner of all the information and business data generated by the provision of the Service through the App (hereinafter, the "Data") and will be entirely delivered to him at the end of the Service in a format compatible with their systems.
The CLIENT grants HAPPYFORCE a non-exclusive, free and licensed right to access, use, copy, process and store the Data for the sole purpose of providing the Service.
The CLIENT will be solely responsible for the Data collected from Users during the use of the Services, including the accuracy and integrity of this information.
Unless otherwise stated in the Order, HAPPYFORCE will have no obligation to store the Data.
Moreover, the CLIENT agrees that HAPPYFORCE can (i) collect, use and create derivative works of the Data and its performance; (ii) aggregate the Data with other data to create compilations and analysis of them (called “Aggregated Data”); and (iii) use, copy, modify, create derivative works, publish and share such Aggregated Data in such a way that Users cannot be directly or indirectly identified.
HAPPYFORCE will be the owner of any property and exploitation right related to the Aggregated Data and will have full legitimacy for the use of the know-how and results generated during the provision of the Service.
The Parties acknowledge that all the information that may be accessed before or after, whether related to the license or related to the activity and organization of each of the Parties (hereinafter, the "Information") will have the character of confidential. In this way, the Parties agree not to disclose it and maintain the strictest confidentiality regarding said information, warning their employees, suppliers and other collaborators who may have access to it, of such confidential and secret nature.
Moreover, the Parties undertake to use the necessary means so that the Information is not disclosed or transferred to unauthorized third parties. Thus, each Party will adopt the same security measures that they would adapt regarding confidential information of their property, avoiding their loss, robbery or theft.
The obligations of the Parties contained in the Contract will not apply to information that:
was part of the public domain at the time of its disclosure;
was common knowledge after its disclosure without action or omission of the receiving Party;
was in the possession of a Party at the time of disclosure from a source other than the disclosing Party;
was required by law or any competent authority. In that case, the Party that is forced to disclose any confidential information shall promptly notify the other Party before disclosing such information and shall cooperate with the other Party regarding the timing and content of such disclosure or regarding any action that the other Party reasonably choose to exercise to challenge the validity of the disclosure requirement.
The obligations regarding the confidentiality of the Information for the Parties, their employees, suppliers and other collaborators will remain in force while these General Conditions and any Order form signed by the Parties are in force and indefinitely after its termination in any case.
PERSONAL DATA PROTECTION
The Parties undertake to comply, as far as they are concerned, with the provisions of the European Regulation (EU) 2016/679 on the General Data Protection Regulation (GDPR) as well as the Organic Law 3/2018 on the Protection of Personal Data and Guarantee of Digital Rights.
The aforementioned regulations establish a series of obligations in the processing of personal data for the execution of the Service, among others, the prohibition of making transfers to third parties of personal data without obtaining the corresponding express consent of the owner of such personal data.
For such purposes, HAPPY FORCE will act as data processor regarding (i) the personal data that the CLIENT may send him as instrumental for the provision of the Service, in particular, corporate / personal emails, age, name and surname, gender, professional category, seniority and salary ranges as well as, (ii) those personal data that may be generated and stored in the App by the activity of the Users with the Service in accordance with the scope defined in these General Conditions.
Furthermore, by the provision of the Service itself, HAPPYFORCE will act as the person in charge of the processing of those personal data that are generated with the execution of the Service, being able to apply pseudonymisation and anonymization techniques to the data for the purposes of carrying out statistical analyzes and relevant reports.
HAPPYFORCE in its capacity as data processor, undertakes the following in the terms of article 28 of the GDPR:
Access and process personal data in accordance with the instructions provided by the CLIENT.
Do not apply or use personal data for a purpose other than that established in the relationship that binds them, that is, the provision of the Service requested by the CLIENT object of these General Conditions.
Not to communicate, assign or allow access to personal data, either directly or indirectly, free of charge or not, not even for its preservation, unless being explicitly authorized in writing by the CLIENT, subsisting this obligation once the relationship between both parties is terminated.
Apply the following security measures, including but not limited to those below:
A system for the designation of users and passwords of the employees, by limiting the access according to the user profiles, by assigning custom users and passwords that expire at least once a year.
Inform your staff of the rights and duties that correspond to them regarding the processing of third-party data.
Have an updated list of profiles and permissions of its users, both their own systems and those of third parties.
Have an incident registration system in the event that an incident occurs both internally and with the CLIENT or its Users.
Adopt the appropriate measures for the transfer of any system, owned or from third parties, if it is the case.
Have identification systems for those systems you work with.
Have a backup circuit of your computer systems on a daily basis.
Keep secrecy and confidentiality on the data provided by the CLIENT and enforce the same duty of secrecy and confidentiality to those of its employees who intervene in any phase of data processing, being responsible for their performance.
If applicable, keep a record of all categories and data processing activities carried out on behalf of the CLIENT.
Make available to the CLIENT the information availble to demonstrate compliance with its obligations, as well as to carry out the audits or inspections carried out by the CLIENT or another auditor authorized by him.
To this end, when the CLIENT requests to carry out an audit on GDPR at HAPPYFORCE facilities, they must effectively notify him in writing at least seven (7) days before the date scheduled to carry out this audit. Any cost of the internal or external auditor caused by this process requested by CLIENT will be assumed by the client.
Notify the CLIENT, without delay, and in any case before the maximum period of 72 hours, of the security violations of personal data brought to your attention, together with all the relevant information for the documentation and communication of the incident.
Destroy or return to the CLIENT the personal data, as well as any support or document containing any of the indicated personal data, once the provision of the services that justified access to the data has been completed, without prejudice to the terms of these General Conditions regarding the return of the Data at the termination of the contractual relationship between the Parties.
The obligations established for HAPPYFORCE in this section will also be mandatory for its employees and collaborators who have access to the information.
Moreover, the CLIENT specifically accepts, for the purposes of the Article 21 of Law 34/2002, of July 11, of services of the information society and electronic commerce, that the sending of advertising, promotional or relevant information on the development and operation of the Service, the App and any other product and / or service of HAPPYFORCE should be by email, or any other means of electronic communication.
HAPPYFORCE may subcontract the Service with a third party that involves personal data processing for the purpose indicated in these General Conditions and considering this provision as explicit authorization. The subcontractor, who will also hold the status of Data Processing Manager, is also obliged to fulfill the obligations set forth in this document for the Data Processing Manager and the instructions issued by the CLIENT through them.
It is the responsibility of the Initial Data Processing Manager to regulate the new relationship so that the new Manager is subject to the same conditions regarding the proper treatment of personal data. In the event of default by the sub-manager, the initial Manager will continue to be responsible for the fulfillment of his obligations.
15.1 Comprehensive Agreement
The General Conditions and the Order form (s) signed constitute the entire agreement between the Parties in relation to the subject matter thereof, and replace and cancel all negotiations, commitments, covenants and communications, whether verbal or written, that in this regard, they would have reached prior to signing this document; Also excluding, by mutual agreement, the application of any other terms and conditions.
If any of the clauses turns out to be null, invalid or cease to have effects between the Parties, whatever the cause, the remaining clauses thereof will continue to be valid and enforceable to the Parties, except in the event that the benefits or consideration object of the null, invalid or ineffective clause would have been determinants of the offer or its acceptance, so that without such benefits or consideration one of the Parties or both would not have entered into this Agreement.
15.2 Force Majeure
The delay in the fulfillment of any obligation of the Parties will not be considered a breach of these General Conditions or the Order form in the event that it has its origin in unforeseeable or unavoidable causes (hereinafter "Force Majeure") and provided that the other Party has been duly notified of that situation.
Force Majeure shall be understood including but not limited to those events: flood, fire, explosion, damage to protection plant, lockout, strike, civil disturbance, blockade, epidemics and pandemics of all kinds, mandate, law, order, regulation, ordinance or government request such as alarm status, or any other cause beyond the control of the Parties.
The parties affected by Force Majeure will do everything possible to eliminate the cause. The enforceability of the obligation whose fulfillment has been affected by the situation of Force Majeure will be suspended for a period of thirty (30) days from the beginning of the period declared as Force Majeure. If the cause that has generated the situation of Force Majeure does not disappear within this period, it will be extended for another fifteen (15) days, after which, if the impossibility of executing the Service persist, the Parties may agree to modify the Service if it were possible and, if not, the resolution of the General Conditions and of the affected Order forms.
In any case, the modification or resolution of the Service for this cause will not suppose in any case compensation for any of the Parties.
The CLIENT agrees that HAPPYFORCE may include the CLIENT's name or brand in a list of HAPPYFORCE clients, online or in promotional materials.
Furthermore, the CLIENT also agrees that HAPPYFORCE may verbally refer to the CLIENT as a customer of its products or services.
15.4 Electronic signature
The Parties consent that these General Conditions, the Order form (s) and any modification thereof, are signed by the Parties through an electronic signature system through the Platform and that, for such purposes, providing HAPPYFORCE with a fully effective signature through the mentioned means.
Any notification or communication of resolution or breach of the General Conditions or any current Order form, must be send in writing to the other Party at the address specified in the Order form.
The notifications will be understood as delivered at the time of their receipt as it results from the corresponding physical or electronic acknowledgment of receipt (as appropriate in every case).
If any section of these General Conditions is declared, totally or partially, null or ineffective, such nullity or ineffectiveness will only affect those section that is null or ineffective, subsisting the General Conditions in everything else, considering the part affected as not applicable.
15.7 Acceptance of conditions of use
The CLIENT declares to know and fully accepts, by signing these General Conditions, the conditions of use of the HAPPYFORCE App and Platform published on the Platform, also accepting its possible updates, by simple written notification or by email received from HAPPYFORCE .
HAPPYFORCE may, for technical, economic or other reasons, change the aforementioned conditions of use, respecting the rights acquired by the parties, with prior written or email notification of the changes produced.
15.8 Applicable law and dispute resolution
Any controversy arising from the interpretation or execution of these Contracts or any of their eventual modifications, as well as any breach thereof, will be interpreted in accordance with Spanish law.
To resolve any controversy related to the provisions of this Contract or in execution thereof, HAPPYFORCE and the CLIENT expressly submit to the Courts and Tribunals of Barcelona, waiving any other jurisdiction that may correspond to them. Spanish will be the language to solve this issues.
"Data": means any information, data or other content provided by the CLIENT in relation to the use of the Service, including, without limitation, any data and information transmitted to the Service through the CLIENT's Libraries.
“Documentation”: means the manuals or implementation guides, information and other User documentation related to the Service that is provided by HAPPYFORCE to the CLIENT in electronic format or any other format.
“HAPPYFORCE Platform”: means the platform owned by HAPPYFORCE that allows transparent and honest communication between a company and its employees and that allows companies to measure the happiness of their employees at work. Capture anonymous feedback in real time through the apps installed there.
“Active Monthly Users”: means each of the individual installations of the CLIENT application that can transmit Data of the CLIENT during the contracting period.
“Order form”: means an order form in reference to these General Conditions that has been mutually agreed and signed between the Parties.
"Results": means the outcome resulting from the Services provided by HAPPYFORCE to the CLIENT through the Service itself, based on what is required in the CLIENT's Data. Results expressly exclude any Property from HAPPYFORCE.
“Service”: means the HAPPYFORCE service that allows companies to anonymously measure the happiness of their employees at work and their productivity (including any HAPPYFORCE Property used to provide such Service), hosted by or on behalf of HAPPYFORCE and loaned to the CLIENT in accordance with this Contract, as identified in the Order Form and updated by HAPPYFORCE in its sole discretion.
"Sites": means websites or other sites managed by HAPPYFORCE that are accessible by the CLIENT under the provisions of this Agreement.
"User": means the person authorized by the CLIENT to use the Service, for which the CLIENT has acquired a subscription (or in the case of Services provided by HAPPYFORCE without charge, in favor of which the Service is provided), and in relation to which the CLIENT (or, where appropriate, HAPPYFORCE at the CLIENT's request) has provided a username and password (in relation to Services that require authentication). As an example, the Users may include employees, consultants, suppliers or agents of the CLIENT, as well as third parties with whom the CLIENT maintains any business relationship.