THESE TERMS OF SERVICE (“TERMS”) GOVERN YOUR USE OF OUR SERVICE.
IF YOU REGISTER FOR A START PLAN OF OUR SERVICE,
THESE TERMS WILL ALSO GOVERN THAT START PLAN.

DEFINITIONS

“Deskero”
means Deskero a service by Nabra LTD, a company registered in England and Wales whose registered office is Second Floor, 150-151 Fleet Street, London, EC4A 2DQ with company number 06240597.

“Data”
means any data input or imported by You or with Your authority into the Website.

“Data Protection Legislation”
means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to privacy.

“Intellectual Property Rights”
means any registered or unregistered design rights, patents, copyright, database rights, data protection rights, trade marks, service marks, moral rights, know-how and any other intellectual or industrial property rights, anywhere in the world.

“Invited User”
means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.

“Service”
means the online business software services made available (as may be changed or updated from time to time by Deskero) via the Website.

“Subscriber”
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

“Subscription Fee”
means the monthly or annual subscription fee (excluding any taxes and duties)

“Terms”
means the Terms and Conditions of Use herein

“UK Data Protection Legislation”
means any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.

“WebSite”
means any of the images, written material, databases, software or other material available at any website owned or operated by Deskero.

“You”
means the Subscriber, and where the context permits, an Invited User.
“Your” has a corresponding meaning.

1. ACCEPTANCE OF TERMS

1.1 Deskero provides its Service (as defined below) to You through its web site located at www.deskero.com (the “WebSite”), subject to these Terms.

1.2 By accepting these Terms, or by accessing or using the Service or the WebSite, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering to the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.

1.3 You acknowledge that these Terms constitute a contract between You and Deskero, even though it is electronic and is not physically signed by You and Deskero, and that these Terms govern Your use of the Service and supersede any other agreements between You and Deskero.

2. ACCESS CONDITIONS

2.1 You will ensure that all usernames and passwords required to access the Website and the Service are kept secure and confidential. You will immediately notify Deskero of any unauthorised use of your passwords or any other breach of security and Deskero will reset your password.

2.2 When accessing and using the WebSite or the Service You must: a)not attempt to undermine the security or integrity of Deskero computing systems or networks or the WebSite;
b) not use, or misuse, the WebSite or the Service in any way which may impair the functionality of the Website or the Service, or impair the ability of any other user to use the Website or the Service;
c) not attempt to gain unauthorised access to the computer system on which the WebSite or the Service is hosted or to any materials other than those to which you have been given express permission to access;
d) not transmit or input into the WebSite or the Service any files that may damage any other person’s computing devices or software; content that may be offensive; or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use);

f) only access the WebSite or the Service manually.

The use of automated agents, robots, or automated software, other than search engine spiders, to view the site is forbidden;not attempt to build a copy of our Data.

2.3 Deskero grants You the right to access and use the Website with the user roles according to your Subscription. This right is non-exclusive and non-transferable. You must only use the Website for your own lawful internal business purposes.

3. DESCRIPTION OF SERVICE

The “Service” includes (a) the WebSite, (b) the Deskero Service software, Deskero API, and the other services provided to You through the WebSite based on the plan purchased, including all software, data, text, images, sounds, videos, and other content made available through the Site, or developed via the Deskero API (collectively, “Content”). Any new features added to or augmenting the Service are also subject to these Terms.

The Deskero Service may also include basic or expanded support based on the Service plan purchased. Deskero does its very best to make the Service available as detailed in the applicable Service plan, except for: (a) planned downtime (of which You will be notified in advance), or (b) any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond Our control.

4. USE OF THE SERVICE

4.1 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third party, (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Deskero, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (h) try to use, or use the Service in violation of these Terms.

4.2 You are responsible for all information, data, text, messages or other materials that You post or is otherwise transmitted via the Service. You are responsible for maintaining the confidentiality of Your login and account, and are fully responsible for any and all activities that occur under Your login or account. You agree and acknowledge that Your login may only be used by one (1) person, and that You will not share a single login among multiple people. You may create separate logins for as many people as Your plan allows, and otherwise utilize Our unique Multi-Branding and Light Agent features if your plan includes these features.

5. SECURITY

You agree that Deskero can access Your accounts information in order to respond to Your service requests. We will not disclose such data except if compelled by law, permitted by You, or pursuant to the terms of the Deskero Privacy Policy.

6. INTELLECTUAL PROPERTY RIGHTS

Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Deskero shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You.

7. THIRD PARTY SERVICES

7.1 External Sites. The Service may contain links to, or otherwise may allow You to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Other Services”) in conjunction with Our Service. If You decide to access and use such Other Services, be advised that Your use is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle Your data. Deskero is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Other Services, or Your reliance on the privacy practices or other policies of such Other Services.

7.2 Integration. The Service may contain features that enable various Other Services (such as social media services like Facebook, Twitter, Linkedin, Google+, YouTube, etc) to be directly integrated into your Deskero software. To take advantage of these features, You will be required to register for or log into such Other Services on their respective websites. By enabling third party services within the Service, You are allowing Deskero to pass Your log-in information to these Other Services for this purpose.

8. BILLING, PLAN MODIFICATIONS AND PAYMENTS

8.1 Billing and Payments. The Service is made available on a pay-as-you-go basis and is charged at the start of Your elected subscription term (generally monthly or annually). If You do not provide Your credit card or other payment information to Deskero, Your account will be suspended until payment information and charge authorization are provided. You will be promptly billed and. Thereafter, Your subscription will renew automatically based on Your plan’s renewal cycle. The Service provides an interface for the account owner to change credit card information (e.g., upon card renewal). The account owner will receive a receipt upon each payment received, or they may obtain a receipt from within the application to be able to track the status of Your subscription.

8.2 Modifying Your Subscription. If You choose to upgrade Your plan or number of agents during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, You will be charged the adjusted rate on Your next billing cycle. If You are on a monthly billing cycle, You will not see a prorated charge or credit in the current month, but Your new billing rate will be reflected on Your next monthly bill. If You are on a yearly billing cycle, any change to the number of agents or subscription plan or any other variation will have to be requested at least 30 days before the start of the next billing cycle. If You are on a yearly billing cycle with payment via wire transfer, the yearly invoice will be issued 30 days before the expiration date of the current billing cycle. Regardless of Your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if You close Your account before the end of Your subscription period. No exceptions will be made in order to treat everyone equally and keep Our administrative costs low for the ultimate benefit of Our customer base. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and Deskero does not accept any liability for such loss.

8.3 Deskero reserves the right to contact You about special pricing options if You exceed our fair-use policy limits, for example if You maintain an exceptionally high number of end-users, an unusually high monthly or yearly ticket ratio per agent, an unusually high level of open tickets or other excessive stress on the Service. These special pricing options will take into consideration the weight of tickets and attachments You have in storage.

8.4 Overdue charges. If You fail to pay your subscription fee on time, or if Your credit card payment information is entered in error or does not go through for processing and You do not update payment information upon Our request, your entire subscription may be suspended or cancelled. After 15 days from the expiration date of the current billing cycle, if the overdue payment is not settled, Deskero will delete Your platform and all of the data in the database.

8.5 Billing Privacy. Deskero uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Deskero.

8.6 Taxes. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Deskero based on its income. We will invoice You for such Taxes if we have a legal obligation to do so.

9. DATA PROTECTION AND DATA PROCESSING

9.1 We will both comply with all applicable requirements of the Data Protection Legislation. This Clause 9 is in addition to, and does not relieve, remove or replace, either of our obligations under the Data Protection Legislation. In this Clause 9, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

9.2 We both acknowledge that for the purposes of the Data Protection Legislation, the Subscriber is the data controller and Deskero is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing by Deskero, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation, Personal Data) and categories of Data Subject.

9.3 Without prejudice to the generality of clause 9.1, the Subscriber will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Deskero for the duration and purposes of these Terms.

9.4 Without prejudice to the generality of clause 9.1, Deskero shall, in relation to any Personal Data processed in connection with the performance by Deskero of its obligations pursuant to these Terms:
(a) process that Personal Data only on the written instructions of the Subscriber unless Deskero is required by Applicable Laws to otherwise process that Personal Data. Where Deskero is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Deskero shall promptly notify the Subscriber of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Deskero from so notifying the Subscriber;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Subscriber, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Subscriber has been obtained and the following conditions are fulfilled:
(i) the Subscriber or Deskero has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies;
(iii) Deskero complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) Deskero complies with reasonable instructions notified to it in advance by the Subscriber with respect to the processing of the Personal Data;
(e) assist the Subscriber, at the Subscriber\'s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Subscriber without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Subscriber, delete or return Personal Data and copies thereof to the
Subscriber on termination of the agreement unless required by Applicable Law to store the Personal Data; and (h) maintain complete and accurate records and information to demonstrate its compliance with this clause 9.

10. CANCELLATION AND TERMINATION

10.1 The account owner (as defined in the sign-up procedure) is responsible for canceling Your account, and can cancel the account by either clicking on the settings link in the global navigation bar at the top of the screen, then clicking on the subscription tab and “Remove Account” link (for immediate cancellation if You paid by credit card) or by contacting Deskero at support@deskero.com. There are no other means of canceling Your account. Once You cancel Your account You will lose access to all of Your content, and We preserve the right to delete all such content in the normal course of operation. This content cannot be recovered once Your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again.

10.2 Deskero reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any/all current and future use of the Service, suspend or terminate your account or any part thereof (or Your use of the Service), and remove and discard any of Your content within the Service if We believe that You have violated these Terms. Deskero will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of Service, and may be referred to law enforcement authorities. Deskero shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

11. DISCLAIMER OF WARRANTIES

THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND DESKERO EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT DESKERO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM DESKERO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

12. LIMITATION OF LIABILITY

12.1 NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR SUCH PARTY’S AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

12.2 LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, DESKERO’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OUR SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) PAYMENTS MADE BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 11.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF DESKERO WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

12.3 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE STATES, DESKERO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. TERMINATION & REMEDIES FOR BREACH OF THESE TERMS BY YOU

13.1 Deskero is entitled to restrict, suspend or terminate your subscription or deny You access to the Website without notice in the event of a breach of these Terms.

13.2 Deskero shall be entitled to disclose your user identity and details if required or requested by the courts or other law enforcement authorities and/or agencies or in such other circumstances as Deskero in its sole discretion considers reasonably necessary or appropriate.

14. FORCE MAJEURE

14.1 Neither party is liable for delay in meeting its obligations due to any cause outside its reasonable control including acts of god, riot, war, malicious acts of damage, fires, electricity supply failure, Government authority.

15. JURISDICTION

15.1 Your use of the Website and any dispute arising out of such use of the WebSite is subject to the laws of England and Wales.

16. SURVIVAL

16.1 Should any provision of these Terms be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions shall not be affected thereby. If any provision is determined to be unenforceable, You agree to a modification of such provision to provide for enforcement of the provision’s intent, to the extent permitted by applicable law.

17. ABSENCE OF WAIVER

17.1 Any failure or delay by Deskero to enforce any of the Terms or to exercise any right under the Terms will not be construed as a waiver to any extent of our rights.

18. RIGHT TO ASSIGN

18.1 Deskero may assign its rights and obligations under these Terms and upon such assignment Deskero shall be relieved of any further obligation under these Terms.

19. ENTIRE AGREEMENT

19.1 These Terms supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Deskero.

20. CONFIDENTIALITY

20.1 Unless the relevant party has the prior written consent of the other or unless required to do so by law each party will preserve the confidentiality of all confidential information of the other obtained in connection with these Terms. Neither party will, without prior consent of the other, disclose or make any confidential information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.

21. RIGHTS OF THIRD PARTIES

21.1 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

22. INDEMNITY

22.1 You indemnify Deskero against all claims, costs, damage and loss arising from your breach of any of these Terms or any obligation You may have to Deskero, including but not limited to any costs relating to the recovery of any subscription fees that have not been paid by You.

22.2 Your use of any information or materials on this WebSite is entirely at your own risk, for which Deskero shall not be liable. It shall be your responsibility to ensure that the WebSite, its products, services and information, meet your specific requirements.

THE SCHEDULE PROCESSING, PERSONAL DATA AND DATA SUBJECTS

1. PROCESSING BY DESKERO

Deskero processes data using Amazon Web Services and Braintree.

1.1 SCOPE

Deskero will only process Personal Data to deliver the Service and any related technical support to the Subscriber.

1.2 NATURE

• Collection
• Storage
• Recording
• Consultation
• Alteration
• Erasure

1.3 PURPOSE OF PROCESSING

To enable Deskero to provide the Service to the Subscriber outlined in these Terms.

1.4 DURATION OF THE PROCESSING

The duration of this contract.

2. TYPES OF PERSONAL DATA

Personal Data submitted or stored by the Subscriber or Invited User via the Service and may include the following:

• Identity Data including first name, maiden name, last name, username or similar identifier to social network sites and chat accounts, marital status, title, date of birth and gender.
• Contact Data including billing address, delivery address, email address and telephone numbers.
• Financial Data including bank account and payment card details.
• Technical Data including internet protocol (IP) addresses, login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices used to access the Subscriber’s website.
• Profile Data including purchases or orders made, interests, preferences, feedback, customer support requests, response times, survey responses, knowledge base articles and solutions.
• Usage Data including information about the use of Subscriber’s website, products and services by Subscriber’s customers/clients or employees.
• Marketing and Communications Data including marketing preferences and communication preferences of Subscriber’s customers/clients or employees.
• Special Categories of Personal Data including race or ethnicity, religious or philosophical beliefs, sexual orientation, political opinions, trade union membership, health data, information about criminal convictions and offences.]

CATEGORIES OF DATA SUBJECT

• Customers/clients of Subscriber
• Invited User
• Employees of Subscriber
• Contractors of Subscriber