TILEDESK GENERAL TERMS AND CONDITIONS

Version: October 2026

Introduction

These General Terms and Conditions (“Agreement”) govern the access to and use of the software, cloud services, artificial intelligence solutions, communication tools, automation functionalities, and related services provided by Tiledesk S.r.l. (“Tiledesk”, “we”, “us” or “our”).

Tiledesk is a company incorporated under Italian law, with registered office at Soleto Lecce, street Fratelli Bandiera 17, Italy, VAT number 05103590757.

By registering for, purchasing, accessing or using the Services, the Customer agrees to be bound by this Agreement.

Where an individual accepts this Agreement on behalf of a legal entity, that individual represents and warrants that they have the authority to bind such entity.

This Agreement is primarily intended for business customers and professional users (B2B). Where mandatory consumer protection legislation applies, nothing in this Agreement shall exclude or restrict rights that cannot lawfully be waived.

Where the parties enter into a separately executed agreement, including an Enterprise Agreement, Partnership Agreement or Order Form, the specifically negotiated provisions of that agreement shall prevail over conflicting provisions of these General Terms and Conditions.

This Agreement governs both paid and free Services, including trial subscriptions, unless otherwise expressly stated.

1. Definitions

1.1. Services: The software products, SaaS solutions, APIs, applications, AI-powered functionalities, communication tools, integrations, automation capabilities, support and related services provided by Tiledesk.

1.2. Customer: Any legal entity or individual registering for, purchasing, accessing or using the Services.

1.3. Authorised Users: Employees, contractors, representatives and other persons authorised by Customer to access and use the Services.

1.4. End Users: Individuals interacting with applications, communication channels, AI Agents, chatbots or other solutions deployed by Customer using Tiledesk.

1.5. AI Agents: AI-enabled systems configured or deployed through the Services that generate responses, retrieve information, perform tasks, execute actions or automate business processes.

1.6. Customer Data: Information, documents, messages, personal data, conversation histories, knowledge bases, files, prompts, instructions and other content submitted, collected or processed through the Services on behalf of Customer.

1.7. AI Outputs: Responses, recommendations, classifications, analyses, generated content, decisions, tool calls or other results produced by AI-enabled functionalities.

1.8. Third-Party Services: External software, AI models, hosting providers, databases, messaging platforms, telecommunications services, APIs and other technologies integrated with or used in connection with the Services.

1.9. Order Form: Any accepted commercial proposal, subscription order, online purchase or other document establishing the Services purchased, the subscription period, applicable fees and additional contractual conditions.

1.10. Subscription Term: The period during which Customer is entitled to access and use the subscribed Services.

1.11. Documentation: The technical documentation, product guides and usage instructions made available by Tiledesk.

1.12. Applicable Laws: Laws and regulations applicable to the relevant Services and their use, including Regulation (EU) 2016/679 (“GDPR”), Regulation (EU) 2022/2065 (“Digital Services Act” or “DSA”) and Regulation (EU) 2024/1689 (“AI Act”), where applicable.

2. Description and Provision of Services

2.1. Tiledesk provides a software platform enabling Customers to design, configure, deploy and manage digital communication services, AI Agents and automated business processes.

Depending on the subscription and technical configuration, the Services may include:

AI Agents and conversational assistants;
Visual and natural-language workflow design;
Knowledge bases and retrieval-augmented generation (RAG);
Integration with large language models and other AI technologies;
API, webhook and Model Context Protocol (MCP) integrations;
Data management and automation tools;
Multichannel communications, including web chat, messaging applications, email and voice;
Human-agent interaction and conversation management;
Analytics, monitoring and reporting;
Cloud-hosted, self-managed and on-premises deployment options.

2.2. The availability of specific features depends on the applicable subscription, deployment configuration, technical requirements and Order Form.

2.3. Tiledesk may introduce updates, enhancements, modifications or replacements to the Services in accordance with Section 19.

2.4. Tiledesk may establish technical and commercial usage limits, including limits relating to API requests, AI tokens, messages, storage, concurrent operations and other resources.

2.5. Customer-specific integrations, custom development, implementation services and professional support shall be provided only where expressly agreed.

2.6. Tiledesk may use subcontractors and technology partners to deliver the Services, remaining responsible for its applicable contractual and statutory obligations.

2.7. Tiledesk is not required to develop, modify or adapt the Services to meet Customer-specific requirements unless expressly agreed in writing.

3. Access, Licensing and Acceptable Use

3.1. Subject to payment of applicable fees and compliance with this Agreement, Tiledesk grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the subscribed proprietary Services during the Subscription Term, except where broader rights are expressly provided under an applicable licence or agreement.

3.2. Customer is responsible for managing Authorised Users, credentials, access permissions and connected systems.

3.3. Customer shall ensure that its Authorised Users comply with this Agreement.

3.4. Customer shall not:

Use the Services for unlawful, fraudulent or deceptive purposes;
Upload, process or distribute content that infringes applicable laws or third-party rights;
Interfere with the security, integrity or availability of the Services;
Attempt unauthorised access to systems, accounts, APIs or infrastructure;
Distribute malware, conduct phishing or transmit unlawful unsolicited communications;
Circumvent technical restrictions, licensing requirements or usage limits;
Reverse engineer, decompile or disassemble proprietary components except to the extent permitted by mandatory law;
Remove or obscure proprietary notices or branding where their retention is contractually required;
Use AI functionalities for practices prohibited under applicable legislation;
Resell, sublicense or commercially exploit the Services outside the scope of an authorised subscription or agreement.

3.5. Customer is responsible for activities performed through its account, including the use of API keys, access tokens and external integrations.

3.6. Tiledesk may monitor technical usage and apply reasonable rate limits, throttling or restrictions to protect the security and integrity of the Services and enforce contractual usage limits, in accordance with applicable law.

3.7. Resellers, system integrators and business process outsourcing providers may use the Services for multiple client organisations only where permitted by the applicable subscription, Partner Agreement or Order Form.

4. Artificial Intelligence Services

4.1. Nature of AI Services. Tiledesk provides a technology platform enabling Customers to design, configure, deploy and manage AI-powered applications, AI Agents and automated business processes.

AI functionalities may rely on third-party models, Customer-selected models, external APIs and technologies not directly operated or controlled by Tiledesk.

4.2. AI Outputs and Accuracy. Customer acknowledges that AI systems operate probabilistically and may generate inaccurate, incomplete, misleading, outdated, inappropriate, or unexpected outputs.

Tiledesk does not warrant the accuracy, reliability, completeness, uniqueness or suitability of individual AI Outputs or guarantee that an AI Agent will achieve any particular business result.

4.3. Customer Configuration. Customer is responsible for the selection, configuration, testing, deployment, operation and supervision of its AI Agents, including prompts, instructions, knowledge bases, workflows, connected systems, access permissions and automated actions.

4.4. Automated Actions. Customer acknowledges that AI Agents may interact with external systems, send communications, update databases, execute transactions or perform other automated operations.

Customer is responsible for establishing appropriate permissions, safeguards, testing procedures, approval mechanisms and human oversight.

Tiledesk shall not be responsible for losses resulting from Customer-configured actions, instructions or integrations, except to the extent directly attributable to Tiledesk’s breach of its own legal or contractual obligations.

4.5. Human Verification. Customer shall independently assess whether AI Outputs or automated actions require human review, particularly where they may affect legal rights, financial interests, health, safety or other significant interests.

4.6. Regulatory Compliance. Customer is responsible for ensuring that its intended use and deployment of AI Agents complies with applicable laws, including relevant AI Act requirements.

Tiledesk remains responsible for obligations imposed directly upon it in its legally applicable role, including where it qualifies as a provider of an AI system.

4.7. No Professional Advice. Unless expressly agreed otherwise, the Services are not intended to provide regulated legal, medical, financial or other professional advice.

Customer shall not represent AI Outputs as professionally verified advice without appropriate independent validation.

4.8. Third-Party Models. Tiledesk makes no independent warranty concerning the behaviour, output quality, availability or future compatibility of external AI models.

Customer acknowledges that model updates, provider restrictions, pricing changes and third-party modifications may affect AI Agent performance.

4.9. Allocation of Risk. To the maximum extent permitted by law, Customer assumes responsibility for its use of AI Outputs and Customer-configured automated actions, including decisions and communications made in reliance upon them.

Nothing in this Section excludes liability that cannot lawfully be excluded.

5. Transparency of AI Interactions. Article 50 AI Act

5.1. In accordance with Article 50(1) of Regulation (EU) 2024/1689, where applicable, Tiledesk shall ensure that AI systems for which it qualifies as provider and which are intended to interact directly with natural persons are designed and developed so that the individuals concerned are informed that they are interacting with an AI system, unless this is obvious from the circumstances and context of use, taking account of the characteristics of the persons concerned.

5.2. Where Customer deploys AI Agents or conversational systems through the Services, Customer shall ensure that appropriate information about the AI nature of the interaction is communicated to End Users in accordance with Customer’s applicable legal obligations.

5.3. Where supported by the Services, this information may be communicated through welcome messages, interface labels, conversation introductions, disclosures or other appropriate mechanisms.

5.4. Customer shall not intentionally remove, disable, obscure or circumvent mandatory AI transparency notices or technical measures required by applicable law.

5.5. Where Customer customises, white-labels or embeds an AI Agent into its own website, application or communication channel, Customer shall implement the disclosures required in connection with that deployment, without prejudice to Tiledesk’s own statutory obligations.

5.6. Additional transparency obligations relating to synthetic content, deepfakes, AI-generated or manipulated media and other regulated uses shall apply where relevant.

5.7. Required information shall be clear, distinguishable and accessible and shall be communicated no later than the first relevant interaction or exposure, where required by applicable law.

6. Customer Data and Responsibilities

6.1. Customer retains its rights to Customer Data and is responsible for the lawfulness, accuracy and content of materials submitted through the Services.

6.2. Customer represents and warrants that it possesses all necessary rights, authorisations and legal bases to collect, upload, store, process and use Customer Data.

6.3. Customer shall provide all legally required notices and obtain necessary permissions or consents from End Users.

6.4. Customer is responsible for its own business processes, the use of AI Outputs and decisions or actions taken based on such outputs.

6.5. Unless otherwise expressly agreed and supported by appropriate safeguards, Customer shall not use the Services to process payment card information, special categories of personal data or other highly sensitive information in circumstances exceeding the agreed scope of processing.

6.6. Tiledesk does not generally exercise editorial control over Customer Data and does not undertake a general obligation to monitor all information stored or transmitted through the Services.

This does not affect specific obligations imposed by applicable law.

6.7. Customer is responsible for ensuring that any AI Agent, chatbot, workflow or communication service deployed through the Platform complies with the legal requirements applicable to its business activity, industry, jurisdiction and intended use.

This includes obtaining necessary permissions, providing appropriate information to End Users, maintaining lawful content and establishing appropriate oversight mechanisms.

6.8. Customer shall be responsible for Customer Data submitted by its Authorised Users or collected through its deployed services, including content submitted by End Users, to the extent attributable to Customer’s activities and legal responsibilities.

6.9. Customer shall maintain appropriate records, policies and safeguards necessary for its own legal and regulatory compliance.

6.10. Tiledesk shall not be responsible for Customer-specific regulatory obligations merely because the Platform enables the relevant functionality, without prejudice to Tiledesk’s own mandatory legal obligations.

7. Digital Services Act. Notice and Action Mechanism

7.1. Scope. To the extent that Tiledesk provides hosting services within the meaning of Regulation (EU) 2022/2065, this Section applies to the relevant services and information.

7.2. Reporting Illegal Content. Any individual or entity may notify Tiledesk of specific information hosted through the Services that the notifying party considers illegal.

Reports may be submitted electronically through:

[Dedicated DSA reporting form URL]

or through:

[Dedicated DSA reporting email address]

The mechanism shall be accessible without requiring the reporting party to hold a Tiledesk customer account.

7.3. Required Information. Reports should contain:

A sufficiently substantiated explanation of why the reported information is considered illegal;
The exact electronic location of the information, including the relevant URL where available, or other details enabling its identification;
The name and email address of the reporting person or entity, except where the applicable legal exception for certain offences involving the sexual abuse or exploitation of children applies;
A statement confirming the reporting party’s good-faith belief that the information and allegations provided are accurate and complete.

7.4. Acknowledgment of Receipt. Where the reporting party provides electronic contact information, Tiledesk shall acknowledge receipt without undue delay.

7.5. Assessment. Tiledesk shall process notices in a timely, diligent, non-arbitrary and objective manner, taking account of the nature of the alleged illegal content, the information provided and applicable law.

7.6. Measures. Where appropriate, Tiledesk may remove or disable access to specific information, restrict its availability, suspend relevant functionalities or take other lawful and proportionate measures.

7.7. Notification of Decision. Tiledesk shall notify the reporting party of its decision without undue delay, where electronic contact information is available, and provide information on available possibilities for redress.

7.8. Statement of Reasons. Where Tiledesk imposes restrictions falling within Article 17 DSA, it shall provide the affected recipient with the required statement of reasons, subject to applicable legal exceptions.

7.9. Automated Processing. Where automated means are used in processing notices or making decisions, Tiledesk shall provide the disclosures required by applicable law.

7.10. No General Monitoring Obligation. Tiledesk is not subject to a general obligation to monitor information stored or transmitted through the Services, without prejudice to specific statutory obligations.

7.11. Abuse of Reporting Mechanisms. Tiledesk may take lawful and proportionate measures against manifestly abusive reporting behaviour, without preventing the proper assessment of legitimate notices.

7.12. Legal Remedies. Affected persons may exercise remedies available under applicable law. Nothing in this Agreement restricts access to competent judicial or regulatory authorities.

8. Content Moderation, Suspension and Restrictions

8.1. Right to Suspend. Tiledesk may suspend, restrict or disable access to all or part of the Services where reasonably necessary in response to:

Non-payment of fees;
Material or repeated breaches of this Agreement;
Illegal activities or unlawful content;
Security threats, suspected fraud or unauthorised access;
Excessive, abusive or technically harmful usage;
Violations of applicable third-party platform requirements;
Binding requests or orders from competent authorities;
Other circumstances creating a material risk to the security, integrity, lawful operation or availability of the Services.

8.2. Emergency Action. Where immediate intervention is reasonably necessary to address security threats, illegal activities or significant operational risks, Tiledesk may implement restrictions without prior notice, subject to applicable law.

8.3. Payment-Related Suspension. Where payment remains outstanding for fifteen (15) days after its due date, Tiledesk may suspend the affected Services until all overdue amounts are paid in full.

Suspension shall not relieve Customer of its payment obligations.

8.4. Notice and Remedies. Tiledesk shall provide notices, statements of reasons, opportunities for redress and other procedural protections where required by applicable law, including the DSA.

8.5. No Compensation for Lawful Suspension. To the maximum extent permitted by law, Tiledesk shall not be liable for damages arising solely from a suspension or restriction properly exercised in accordance with this Agreement and applicable law.

8.6. Reinstatement. Reinstatement may be conditional upon payment of outstanding fees, remediation of the relevant breach and implementation of reasonable corrective or security measures.

9. Data Protection and Privacy

9.1. Personal data processing shall comply with applicable data protection legislation, including the GDPR.

9.2. Depending on the processing activity, Tiledesk may act as an independent data controller or as a data processor on behalf of Customer.

9.3. Where Tiledesk processes personal data on behalf of Customer, the parties’ respective obligations shall be governed by the applicable Data Processing Agreement (“DPA”) pursuant to Article 28 GDPR.

9.4. Customer generally determines the purposes and means of processing personal data collected through its deployed AI Agents, chat interfaces and business applications, subject to the actual circumstances and applicable law.

9.5. Tiledesk may engage subprocessors in accordance with the applicable DPA and legal requirements.

9.6. International transfers of personal data shall be governed by applicable GDPR requirements and relevant contractual safeguards.

9.7. The processing of personal data for Tiledesk’s own purposes is described in its Privacy Policy, available at:

https://tiledesk.com/privacy-html/

9.8. In the event of a conflict concerning the processing of personal data, the applicable DPA shall prevail over these General Terms and Conditions.

9.9. Customer acknowledges that selected third-party AI providers and integrations may process data in accordance with their applicable contractual arrangements and the agreed service configuration.

9.10. Tiledesk shall not use identifiable Customer Data to train its own general-purpose AI models or authorise third parties to do so unless expressly permitted by the applicable contractual arrangements and law.

10. Intellectual Property Rights and Open-Source Software

10.1. Tiledesk Ownership. Tiledesk and its licensors retain ownership of all proprietary software, platform architecture, interfaces, documentation, technology, trademarks, confidential know-how and associated intellectual property rights.

10.2. Subscription Licence. Customer receives only the rights expressly granted under this Agreement or an applicable licence. No ownership rights in proprietary Tiledesk technology are transferred.

10.3. Customer Data. Customer retains its rights to Customer Data, subject to applicable third-party rights.

10.4. AI Outputs. As between Tiledesk and Customer, Tiledesk does not claim ownership of AI Outputs generated specifically for Customer, except with respect to underlying Tiledesk technology, proprietary materials or other protected components incorporated into such outputs.

Rights in AI Outputs remain subject to applicable law and relevant third-party provider terms.

10.5. Licence to Customer Data. Customer grants Tiledesk a non-exclusive, worldwide, royalty-free licence, including the right to use authorised subcontractors, to host, process, reproduce, transmit, display and otherwise use Customer Data solely as necessary to provide, maintain, secure, support and operate the Services in accordance with this Agreement and the DPA.

10.6. Aggregated Anonymous Data. Tiledesk may use genuinely anonymous and aggregated operational information for service improvement, statistical analysis, capacity planning, research, benchmarking and other legitimate business purposes, provided that such information does not identify Customers or individuals and complies with applicable law and confidentiality obligations.

10.7. Feedback. Customer grants Tiledesk a perpetual, worldwide, non-exclusive, irrevocable and royalty-free right to use feedback, suggestions and recommendations relating to the Services for product improvement and development, without any obligation to provide compensation, provided such feedback does not include Customer Confidential Information or personal data used outside an applicable lawful basis.

10.8. Open-Source Components. Certain components of Tiledesk may be distributed under open-source licences. Such components are governed by their respective applicable licences, which prevail in respect of the relevant components.

10.9. Modified Software. Customer acknowledges that modifying the original Tiledesk software, core components or interfaces may affect functionality, compatibility, security, updates and support.

Unless expressly agreed in writing, Tiledesk is not required to provide support, maintenance, bug fixes or compatibility guarantees for Customer-modified versions of the software.

10.10. Any engineering work, investigation or remediation relating to Customer-modified software may be subject to separately agreed professional service fees.

11. Third-Party Services and Integrations

11.1. The Services may integrate or operate with third-party systems, including AI model providers, cloud infrastructure, databases, messaging services, telecommunications operators, software applications and external APIs.

11.2. Customer acknowledges that the availability, performance, pricing, functionality and conditions of Third-Party Services may change independently of Tiledesk.

11.3. Tiledesk shall not be responsible for failures, inaccuracies, interruptions, service restrictions, changes or losses caused by Third-Party Services outside Tiledesk’s reasonable control, except to the extent such responsibility cannot lawfully be excluded or arises from Tiledesk’s own contractual obligations.

11.4. Tiledesk may modify, replace, suspend or discontinue integrations where required by third-party changes, security considerations, legal requirements or technical incompatibility.

Tiledesk shall use commercially reasonable efforts to minimise material disruption to contracted functionalities.

11.5. Additional fees charged by Third-Party Services are Customer’s responsibility where identified in the applicable subscription or contractual documentation.

11.6. Where Customer independently connects a third-party service using its own credentials or API keys, Customer remains responsible for the related contractual conditions, permissions, expenses and configuration.

11.7. Tiledesk is not required to maintain compatibility with discontinued, deprecated or materially modified third-party APIs or systems indefinitely, unless expressly agreed otherwise.

11.8. Nothing in this Section limits Tiledesk’s responsibilities in relation to subprocessors or other third parties where such responsibilities are imposed by mandatory law or expressly agreed contractually.

12. Security, Availability and Service Levels

12.1. Tiledesk shall implement appropriate technical and organisational security measures in accordance with applicable law and its contractual commitments.

12.2. Except where expressly provided in an applicable Service Level Agreement or Order Form, Tiledesk does not guarantee uninterrupted or error-free availability of the Services.

12.3. Tiledesk may perform scheduled maintenance, emergency maintenance, security updates and infrastructure changes, including temporary service interruptions where reasonably necessary.

12.4. Tiledesk shall use commercially reasonable efforts to minimise disruption and provide advance notice of planned maintenance where practicable.

12.5. Specific uptime commitments, service credits, support response times and remedies shall apply only where expressly included in the relevant subscription, SLA or Order Form.

12.6. Where service credits are expressly provided under an SLA, they constitute the exclusive contractual remedy for the specific availability failure covered by that SLA, to the maximum extent permitted by applicable law.

12.7. Customer remains responsible for its own configurations, access credentials, connected systems, data exports and backup arrangements, except where backup or recovery services are expressly undertaken by Tiledesk.

12.8. In self-managed and on-premises deployments, Customer is responsible for infrastructure, hosting, network security, operating systems and operational maintenance unless otherwise specified in the applicable agreement.

12.9. Tiledesk does not provide an independent long-term archival or disaster recovery service unless expressly included in the applicable agreement.

12.10. Customer acknowledges that no electronic system can be guaranteed to be entirely free of defects, vulnerabilities or external attacks.

13. Fees, Billing, Renewal and Refunds

13.1. Fees. Customer shall pay all subscription, usage-based and other fees specified in the applicable Order Form or online subscription plan.

13.2. Taxes. All fees are exclusive of VAT, sales taxes and other applicable taxes unless expressly stated otherwise.

13.3. Non-Cancellable Commitments. Unless expressly provided otherwise in the applicable Order Form or required by mandatory law, paid subscription commitments are non-cancellable during the agreed Subscription Term, and Customer remains responsible for all fees payable for that term.

13.4. Recurring Billing. Where recurring billing is selected, Customer authorises Tiledesk or its designated payment processor to charge the applicable recurring subscription fees and authorised usage-based charges.

13.5. Automatic Renewal. Unless expressly agreed otherwise, annual subscriptions shall automatically renew for successive twelve-month periods unless either party gives notice of non-renewal at least thirty (30) days before expiry.

Monthly subscriptions shall renew for successive monthly periods until cancelled through an available cancellation mechanism or other contractually permitted means.

13.6. Additional Usage. Usage exceeding the limits included in the applicable subscription may be subject to additional charges or technical restrictions in accordance with the published or agreed commercial conditions.

13.7. Refund Policy. Due to the digital nature of the Services, all fees paid are non-refundable, including fees for partially used subscription periods, unused Services, upgrades, downgrades or early cancellation.

Customers shall have no contractual entitlement to a refund unless expressly provided otherwise in this Agreement or required by applicable law.

Notwithstanding the foregoing, Tiledesk may, at its sole and exclusive discretion and in exceptional circumstances, grant a partial or full refund, provided that any such discretionary refund shall not exceed the equivalent of three (3) months of Service fees.

Any refund granted shall not constitute a waiver of this policy or create any obligation to provide refunds in the future.

13.8. Price Changes. Tiledesk may change subscription pricing upon renewal, provided that appropriate notice is given before the applicable renewal date.

Changes to fees during an existing committed subscription period require an applicable contractual basis or Customer agreement, except for separately agreed usage-based charges.

13.9. Late Payment. Failure to pay amounts when due may result in suspension or termination of the Services in accordance with this Agreement.

Tiledesk reserves the right to recover applicable statutory interest and reasonable debt collection expenses where permitted by law.

13.10. No Set-Off. To the extent permitted by applicable law, Customer shall not withhold or set off undisputed amounts due under this Agreement against alleged counterclaims.

13.11. Payment Disputes. Customer shall notify Tiledesk of any disputed invoice within thirty (30) days of receipt, providing reasonable details of the dispute.

Any undisputed amount shall remain payable in accordance with the agreed payment terms. This provision shall not extinguish rights or claims that cannot lawfully be restricted by such notification period.

14. Termination and Consequences

14.1. The Agreement remains effective for the applicable Subscription Term unless terminated in accordance with its provisions.

14.2. Either party may terminate for a material breach that remains uncured for thirty (30) days after written notice, where the breach is capable of remedy.

14.3. Tiledesk may suspend or terminate immediately where legally permitted and reasonably necessary in response to serious security threats, illegal activity, material misuse or breaches incapable of remedy.

14.4. Early cancellation by Customer does not entitle Customer to reimbursement of prepaid fees or release Customer from fees due for the agreed Subscription Term, except where mandatory law or an expressly agreed contractual remedy requires otherwise.

14.5. Upon termination or expiry, Customer’s right to access and use the affected proprietary Services shall cease, without prejudice to rights arising under applicable open-source licences.

14.6. Customer is responsible for exporting its data before expiry or termination through the available functionality.

Additional data export, migration or transition assistance not expressly included in the subscription may be subject to separate fees, without prejudice to mandatory data return, portability and deletion obligations.

14.7. Tiledesk may delete or anonymise Customer Data following termination in accordance with the applicable DPA, documented retention periods and legal obligations.

14.8. Termination shall not affect accrued payment obligations, rights arising from prior breaches or provisions intended to survive termination.

14.9. Tiledesk shall have no obligation to retain Customer Data beyond the agreed retention period, subject to applicable law and contractual commitments.

15. Limited Warranty and Disclaimers

15.1. Limited Warranty. Tiledesk warrants that paid Services will operate in substantial conformity with their applicable Documentation during the Subscription Term.

15.2. Exclusive Contractual Remedy. In the event of a reproducible and material non-conformity attributable to Tiledesk, Customer shall promptly notify Tiledesk and provide sufficient details to enable investigation.

Tiledesk shall have the opportunity to correct the non-conformity using commercially reasonable efforts.

If Tiledesk determines that correction is not commercially practicable, Tiledesk may provide an alternative remedy or terminate the affected Service and refund the prepaid fees attributable to the unused portion of that Service, subject to applicable contractual and mandatory legal remedies.

Such expressly provided termination refunds are distinct from discretionary refunds under Section 13.7.

15.3. Exclusions. The limited warranty does not apply to non-conformities caused by Customer configurations, unauthorised modifications, misuse, third-party systems outside Tiledesk’s reasonable control, unsupported integrations or failure to follow Documentation.

15.4. Disclaimer. Except for the express warranties stated in this Agreement and mandatory legal guarantees, the Services are provided on an “AS IS” and “AS AVAILABLE” basis, without additional express or implied warranties to the maximum extent permitted by law.

15.5. Tiledesk does not guarantee that the Services will satisfy all Customer-specific requirements, produce particular business results or operate without interruption, errors or incompatibilities.

15.6. Trial, beta, preview and free Services are provided for evaluation or limited use without service-level commitments or additional contractual warranties, except as required by applicable law.

15.7. Tiledesk does not guarantee delivery, receipt or processing of individual communications through external messaging networks or third-party channels where such events are outside Tiledesk’s reasonable control.

16. Limitation of Liability

16.1. Exclusion of Certain Damages. To the maximum extent permitted by applicable law, Tiledesk shall not be liable for indirect, incidental, special or consequential damages, including loss of anticipated profits, revenue, business opportunities, goodwill or losses arising from Customer’s independent reliance on AI Outputs, except where liability cannot lawfully be excluded.

16.2. Tiledesk Liability Cap. To the maximum extent permitted by law, Tiledesk’s aggregate contractual liability arising out of or in connection with the Services shall not exceed the total fees actually paid by Customer to Tiledesk for the specific affected Service during the twelve (12) months immediately preceding the event giving rise to the claim.

For Services provided free of charge, Tiledesk’s liability shall be limited to the maximum extent permitted by mandatory law.

16.3. Customer Obligations. The limitation in Section 16.2 shall not limit Customer’s obligations to pay fees properly due under this Agreement or Customer’s indemnification obligations under Section 17, except where otherwise expressly agreed.

16.4. Non-Excludable Liability. Nothing in this Agreement excludes or limits liability for wilful misconduct, gross negligence or any other liability that cannot be excluded or limited under applicable law, including Article 1229 of the Italian Civil Code.

16.5. Regulatory Obligations. Nothing in this Agreement excludes mandatory obligations or restricts the lawful exercise of powers by competent authorities under applicable data protection, digital services, artificial intelligence or other legislation.

16.6. Enterprise Agreements. Any specifically negotiated liability cap or contractual allocation of risk in an Enterprise Agreement or Order Form shall prevail over this Section to the extent of a conflict.

16.7. Application of Limitations. Subject to mandatory law, the limitations and exclusions set out in this Section apply regardless of the legal basis of a claim, including contract, tort or other applicable causes of action.

17. Indemnification

17.1. Customer Indemnification. To the extent permitted by applicable law, Customer shall defend, indemnify and hold harmless Tiledesk, its directors, employees and representatives against third-party claims, damages, liabilities, reasonable legal costs and expenses arising from:

Customer Data or content supplied or published by Customer;
Customer’s unlawful or infringing use of the Services;
AI Agents, automated workflows, prompts or external actions configured by Customer;
Customer’s infringement of third-party intellectual property, privacy or other rights;
Customer’s failure to provide notices, obtain permissions or comply with legal obligations applicable to its deployment;
Unauthorised or unlawful use of third-party integrations under Customer’s control.

This indemnity shall apply only to the extent the relevant claim is attributable to Customer’s acts or omissions and shall not extend to losses attributable to Tiledesk’s own breach or unlawful conduct.

17.2. Tiledesk IP Indemnification. Subject to the applicable liability limitations, Tiledesk shall defend Customer against third-party claims alleging that Tiledesk’s unmodified proprietary Services, when used as expressly authorised, infringe enforceable third-party intellectual property rights.

17.3. Exclusions. Tiledesk’s indemnification obligation shall not apply to claims arising from Customer Data, AI Outputs, third-party models, open-source components used in accordance with their respective licences, Customer modifications, combinations not supplied or authorised by Tiledesk, or unauthorised uses, except to the extent the infringement is directly attributable to Tiledesk’s own proprietary technology.

17.4. Remedies. Where an infringement claim concerning proprietary Services arises or is reasonably anticipated, Tiledesk may, at its discretion and expense, procure continued use rights, modify or replace the affected functionality, or terminate the affected Service where the alternatives are not commercially practicable.

Where termination occurs under this Section, Tiledesk shall refund prepaid fees attributable to the unused portion of the affected Service, subject to applicable law and any specifically negotiated contractual remedies.

17.5. Claim Procedures. Indemnification is conditional upon reasonably prompt notification, appropriate cooperation and the indemnifying party’s ability to manage the defence.

No settlement imposing non-monetary obligations or admissions on the indemnified party may be made without its prior consent.

17.6. Subject to mandatory law, this Section sets out the exclusive contractual indemnification obligations relating to third-party intellectual property infringement claims.

18. Confidentiality

18.1. Each party shall protect confidential technical, financial, commercial and business information received from the other party.

18.2. Confidential Information shall be used solely for purposes connected with the contractual relationship and disclosed only to authorised persons subject to appropriate confidentiality obligations.

18.3. Confidentiality obligations do not apply to information that:

Is publicly available without breach of this Agreement;
Was lawfully known before disclosure;
Is lawfully received from a third party without breach of confidentiality;
Is independently developed without access to the Confidential Information.

18.4. Disclosures required by applicable law or binding authority orders are permitted, subject to legally permissible notice and safeguards.

18.5. Tiledesk’s source code not otherwise publicly licensed, proprietary architecture, security documentation, commercial information and technical know-how constitute Confidential Information.

18.6. The confidentiality obligations shall remain in force for three (3) years following termination, except for trade secrets, personal data and other information requiring a longer protection period under applicable law or contract.

19. Changes to the Terms and Services

19.1. Tiledesk may periodically modify these Terms and the Services to reflect developments in technology, product architecture, security, legal requirements, third-party integrations and business operations.

19.2. Tiledesk may introduce new functionalities, change interfaces, update AI models and integrations, or discontinue obsolete features, provided that such changes are implemented in accordance with applicable contractual commitments and mandatory law.

19.3. Material changes to these Terms shall ordinarily take effect upon Customer’s next subscription renewal or new Order Form, following appropriate notice.

19.4. Changes reasonably necessary for legal compliance, security, prevention of abuse or urgent technical requirements may take effect earlier, subject to applicable law and notice requirements.

19.5. Where a change materially and adversely affects the contracted Services, Customer shall retain the remedies expressly provided by the Agreement and mandatory law.

19.6. Except where expressly agreed or required by applicable law, changes or discontinuation of individual functionalities shall not automatically create a contractual entitlement to reimbursement, damages or termination without cause.

19.7. Continued use of the Services following valid notification and lawful effectiveness of updated Terms shall constitute acceptance to the extent permitted by applicable law.

Where affirmative consent is legally required, Tiledesk shall obtain it.

20. Governing Law and Jurisdiction

20.1. This Agreement shall be governed by Italian law and applicable European Union law.

20.2. The parties shall first attempt to resolve contractual disputes through good-faith negotiations.

20.3. Unless otherwise agreed or required by mandatory law, the courts of Lecce, Italy, shall have exclusive jurisdiction over disputes arising from this Agreement.

20.4. Nothing in this Section limits the rights of individuals or entities to exercise remedies before competent authorities or courts under mandatory legislation, including the DSA, GDPR and AI Act.

21. General Provisions

21.1. Severability. If any provision is found invalid or unenforceable, the remaining provisions shall remain effective.

21.2. Assignment. Customer may not assign or transfer this Agreement without Tiledesk’s prior written consent, except where otherwise required by law.

Tiledesk may assign the Agreement in connection with a merger, acquisition, corporate reorganisation or transfer of its business, subject to applicable law and contractual safeguards.

21.3. Force Majeure. Neither party shall be liable for delays or failures caused by extraordinary circumstances beyond its reasonable control, without prejudice to mandatory legal obligations and accrued payment liabilities.

21.4. Independent Parties. The parties are independent contractors. Nothing in this Agreement establishes a partnership, employment relationship or joint venture.

21.5. Subcontractors. Tiledesk may engage subcontractors to provide the Services, remaining responsible for its applicable contractual and statutory obligations.

21.6. Order of Precedence. In case of conflict, the following order shall apply, subject to mandatory law:

Specifically negotiated Enterprise Agreements and Order Forms;
The DPA, for matters concerning personal data processing;
Applicable Service Level Agreements, for their specific subject matter;
These General Terms and Conditions.

21.7. Entire Agreement. This Agreement, together with applicable Order Forms and incorporated contractual documents, constitutes the agreement between the parties concerning the Services.

21.8. No Waiver. Any failure or delay by Tiledesk to enforce a contractual right shall not constitute a waiver of that right or prevent its future enforcement.

21.9. Notices. Contractual notices may be sent through the contact details designated by the parties, including electronic communications where legally permitted.

21.10. Language. The English version of these Terms shall govern the parties’ contractual relationship unless a separately agreed agreement provides otherwise, subject to mandatory language and consumer protection requirements.

22. Contact Information

For contractual and legal enquiries:

Tiledesk S.r.l.
Registered Office: SOLETO (LE) VIA FRATELLI BANDIERA 17 CAP 73010
VAT Number: IT05103590757
Email: info@tiledesk.com
Certified Email (PEC): tiledesk@pec-legal.it