Tiledesk – General Terms and Conditions

VALID FROM 1.08.2022

THIS AGREEMENT CONSTITUTES A BINDING CONTRACT ON YOU AND GOVERNS USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID OR FREE TRIAL SUBSCRIPTION TO THE SERVICES.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES.

This Tiledesk Subscription Terms of Service (“Agreement“) is entered into by and between the Tiledesk entity set forth below (“Tiledesk“) and the entity or person placing an order for or accessing any Services (“Customer” or “you“) offered through both Cloud hosting and on-premise installation that are based on Open-closed principle. The terms of this Agreement refer to both “Tiledesk Code” and “Tiledesk server code”, unless otherwise specified. If you are accessing or using the Services on behalf of your company, you represent that you are authorised to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.

This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Tiledesk pursuant to any Tiledesk ordering documents, online registration, order descriptions or order confirmations referencing this Agreement (“Order Form(s)“) and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.

As used in this Agreement, “Tiledesk” means Tiledesk S.R.L., with headquarters in Soleto, street 17 Fratelli Bandiera, zip code 73010 (Lecce), Italy.

Modifications to this Agreement: From time to time, Tiledesk may modify this Agreement. Unless otherwise specified by Tiledesk, changes become effective for Customer upon renewal of Customer’s current Subscription Term (as defined below) or entry into a new Order Form. Tiledesk will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If Tiledesk specifies that changes to the Agreement will take effect prior to Customer’s next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive, at Tiledesk’s discretion, as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term, commencing on the date notice of termination was received.

1. Definitions

“Agent” means a single authorised user of a Service allocated to a Customer. Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.

“Beta Offerings” means pre-release services, features, or functions identified as alpha, beta, preview, early access, or words or phrases with similar meanings.

Contractor” means an independent contractor or consultant who is not a competitor of Tiledesk.

Customer Data” means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.

Customer Properties” means Customer’s websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.

Dashboard” means Tiledesk’s user interface for accessing and administering the Services that Customer may access via the web or the Tiledesk Apps.

Documentation” means the technical user documentation provided with the Services.

Feedback” means comments, questions, suggestions or other feedback relating to any Tiledesk product or service. Feedback does not include any Customer Data.

Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof, and all improvements to any of the foregoing, regardless of whether any of such rights arise under the laws of any state, country or other jurisdiction.

Laws” means all applicable local, state, federal, European Union and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.

Order Form” means a written or electronic form to order the Services or an online order completed through Tiledesk’s website. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement.

People” (in the singular, “Person“) means Customer’s end user customers, potential end user customers, and other users of and visitors to the Customer Properties. People or Person does not include the customers of Customer’s end user customers.

Permitted User” means an employee or Contractor of Customer or its Affiliate who is authorised to access the Service.

Confidential Information” means all information disclosed by You to Tiledesk or by Tiledesk to You which is in tangible form and labelled “confidential” (or with a similar legend) or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to Tiledesk’s security policies and procedures. For purposes of this Agreement, this Agreement as well as Service Data shall be deemed Confidential Information.

Sensitive Personal Information” means any of the following: (i) credit, debit or other payment card data; (ii) patient, medical or other protected health information; or (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in EU General Data Protection Regulation or any successor directive or regulation).

Services” means Tiledesk’s proprietary software-as-a-service solution(s), including the Dashboard, Tiledesk application programming interfaces (APIs), Tiledesk Code and Tiledesk Apps, as described in the applicable Order Form.

Systems Integrators” means person or company that specialises in bringing together component subsystems into a whole and ensuring that those subsystems function together, a practice known as system integration.

Taxes” means any sales, use, Goods and Services Tax, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Tiledesk.

Third Party Messaging App(s)” means a separate, stand-alone service accessible apart from the generally available Tiledesk Service to which Customer subscribes. A Third Party Messaging App allows Customer to integrate the Tiledesk App provided with Customer’s Tiledesk App account(s) (as defined in the “Agreement”) with Customer’s Third Party Messaging App services account(s).

Third-Party Platform(s)” means any software, software-as-a-service, data sources or other products or services not provided by Tiledesk that are integrated with or otherwise accessible through the Services.

Tiledesk Code” means JavaScript code, software libraries and development kits (SDKs) or other code provided by Tiledesk for deployment on Customer Properties.

“Tiledesk Server Code” means both open and closed source components of Tiledesk server.

2. Tiledesk Services

2.1. Services Overview. Tiledesk’s Services are a suite of messaging software-as-a-service solutions offered through a single platform. The Services are designed to enable Customer to manage communications with People through the entire lifecycle of their relationship with Customer and to provide a Dashboard for accessing and managing Customer Data regarding those People. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include Tiledesk Code deployed on Customer Properties to enable live chat and messaging functionality. We offer two distinct versions of our services: Cloud and Self-managed, that include respectively a basic free and a Pro account; and Community and a customised Enterprise account. The Services are provided on an “AS IS” and “AS AVAILABLE” basis.

2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term“). 

2.3. Access to Services. Customer may access and use the Services solely for its own benefit (and for the benefit of People) and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of People tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Tiledesk’s systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will promptly delete such user ID and otherwise terminate such Permitted User’s access to the Service. The right to use the Services includes the right to deploy Tiledesk Code on Customer Properties in order to enable messaging, chat and similar functionality and to collect Customer Data for use with the Services as further described below.

2.4. Tiledesk Apps. To the extent Tiledesk provides Tiledesk Apps (e.g. Help Center) for use with the Services, subject to all of the terms and conditions of this Agreement, Tiledesk grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive licence during any applicable Subscription Term to use the object code form of the Tiledesk Apps internally, but only in connection with Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement.

2.5. Deployment of Tiledesk Code. Subject to all of the terms and conditions of this Agreement, Tiledesk grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive licence during any applicable Subscription Term to copy the Tiledesk Code in the form provided by Tiledesk on Customer Properties solely to support Customer’s use of the Service and otherwise in accordance with the Documentation and this Agreement. Customer must implement Tiledesk Code on the Customer Properties in order to enable features of the Services. Customer will implement all Tiledesk Code in strict accordance with the Documentation and other instructions provided by Tiledesk. Customer acknowledges that any changes made to the Customer Properties after initial implementation of Tiledesk Code may cause the Services to cease working or function improperly and that Tiledesk will have no responsibility for the impact of any such Customer changes.

2.6. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates’ employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.

2.7. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party other than the Customer Properties; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Tiledesk); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the “Powered by Tiledesk” designation that may appear as part of the deployment of the Services on Customer Properties and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.

2.8. Tiledesk APIs. If Tiledesk makes access to any APIs available as part of the Services, Tiledesk reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Tiledesk may monitor Customer’s usage of such APIs and limit the number of calls or requests Customer may make if Tiledesk believes that Customer’s usage is in breach of this Agreement or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on Tiledesk).

2.9. API Fair Use Many of Tiledesk services work via API calls managed under a central infrastructure of us. Customer may not place excessive API calls or otherwise deliberately try to overburden this API system. We may throttle the Customer’s use of the APIs in case we deem it necessary to facilitate an overall acceptable service level across our infrastructure (e.g. such as in the case of continued, excessive API usage). We may monitor use of the APIs for compliance with these rules, and we may deny Customer’s access to the API or shut down Customer’s Integration if Customer tries to go around or break the policies set by Tiledesk. If Customer’s Order Form includes a defined API limit or minimum, then the Order Form controls.

2.10. Pro trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a “Pro Plan“), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of time granted by Tiledesk (the “Trial Period“). Trial Subscriptions are permitted solely for Customer’s use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Pro Plan. Tiledesk has the right to terminate a Pro Plan at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TILEDESK WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.

2.11. Free Forever Plan. If Customer subscribes to our Free Forever plan, the access to the basic account excluding the Pro Plan features, remains available, subject to any future amendments. 

2.12. Beta Offerings. Customer may choose to use Beta Offerings in its sole discretion. Beta Offerings may not be supported and may be changed at any time without notice. Beta Offerings may not be as reliable or available as the Service. Tiledesk will have no liability arising out of or in connection with Beta Offerings. CUSTOMER USES BETA OFFERINGS AT ITS OWN RISK.

2.13. Integrations Activities. Except when agreed so in writing signed by both Parties, in no event will Tiledesk be required to modify the Services and/or Tiledesk Technology in any way to incorporate any work product of Customer or a third party or otherwise modify or adapt the Services for use with any hardware, application, technology, systems or tools provided by any entity other than Tiledesk or its Affiliates. 

2.14. FOR ALL USERS. All users, including but not limited to, Customer, Agent, People, Systems Integrators, are responsible for the correct and appropriate use of Tiledesk Services. These terms only limit Tiledesk’s responsibilities as allowed by applicable law. These terms don’t limit liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence or willful misconduct. To the extent allowed by the applicable law, Tiledesk won’t be responsible for the following liabilities (i) loss of profits, revenues, business opportunities, goodwill, or anticipated savings; (ii) indirect or consequential loss; (iii) punitive damages.

3. Source code modifications warranty

3.1. Open-closed principle.‌ While Tiledesk is provided as open source software we strictly follow the Open-closed principle. Tiledesk promotes many extension points (webhooks, APIs, events, triggers etc.) that can be used to modify the application behaviour, get events’ notifications or data in real time, customise the User Interfaces etc.‌

3.2 . Modification of the core and UI components. We always discourage our Users and Clients to modify the application core as well as UI components. If you need to heavily modify your UI components always provide your own new features in totally new components built on top of Tiledesk APIs.‌

Modifying original Tiledesk components irreversibly affects the frequent updates released to fix important bugs, to improve performance and add new features. Moreover, on the supported plans, our engineering team can only provide consulting on original versions of the components without incurring in extra efforts.‌

3.3. No Support for modified versions. Customer acknowledges that we never provide support for modified versions of our software.‌

4. Licences & Intellectual Property Rights

4.1. Customer’s Rights. Tiledesk does not claim ownership of the information that Customer submits for Customer’s Tiledesk account or through our Services. Customer must have the necessary rights to such information that is submitted for Customer’s Tiledesk account or through our Services and the right to grant the rights and licences in our Terms.

4.2. Tiledesk’s Rights. The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Tiledesk and its licensors, including all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. Customer may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless given express permission.

4.3. Customer’s Licence to Tiledesk. In order to operate and provide our Services, Customer grants Tiledesk a worldwide, non-exclusive, royalty-free, sublicensable, and transferable licence to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that Customers uploads, submits, stores, sends, or receives on or through our Services. The rights Customer grants in this licence are for the limited purpose of operating and providing our Services. 

4.4. Grant to Customer. Subject to Customer’s compliance with this Agreement, Tiledesk grants to Customer, during the Subscription Period: (a) a non-exclusive, non-transferable, non-sublicensable licence to use, copy, test, and modify the Software solely for Customer’s own internal use and limited to the features designated in the Order Form, as applicable; (b) the rights in the third-party open source software provided with the Software, which rights are set forth in the applicable third-party licences;‌

4.5. Tiledesk Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Tiledesk or its suppliers retain all right, title and interest (including all Intellectual Property Rights) in and to the Services and all Documentation, integrations with the Services, and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Tiledesk Technology“). Except as expressly set forth in this Agreement, no rights in any Tiledesk Technology are granted to Customer.

4.6. Feedback. Customer, from time to time, may submit Feedback to Tiledesk. Tiledesk may freely use or exploit Feedback in connection with the Service. To the extent Customer submits Feedback related to Third Party Messaging Apps, Customer hereby grants to Tiledesk, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide licence to use and/or incorporate such feedback into any Tiledesk product or service at any time at the sole discretion of Tiledesk.

4.7. Proprietary Rights. Tiledesk and its licensors will own all right, title, and interest to the Software, Services, technology, information, code or software provided to Customer, including all copies, or any modifications to the Software.‌ The Data Ownership/Data Usage of the aggregated and anonymised data used by their Artificial Intelligence models belong to Tiledesk as part of our Intellectual Property.

5. Customer Data and Customer Obligations

5.1. Data Processing by Tiledesk. All data processing activities by the Service will be governed by the Tiledesk Privacy Policy  incorporated by reference herein.

5.2. Storage of Customer Data. Tiledesk does not provide an archiving service. Tiledesk agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer’s applicable Subscription Term and expressly disclaims all other obligations with respect to storage.

5.3. Customer Obligations.

a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Tiledesk that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Tiledesk the rights in Section 4.2.) and that no Customer Data will violate or infringe (i) any third party Intellectual Property Rights or, publicity, privacy, or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer’s accounts with any Third-Party Platforms. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.

b) No Sensitive Personal Information. Except as otherwise expressly agreed between the Parties in writing, Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that Tiledesk is not a payment card processor and that the Services are not PCI DSS compliant. Except for Tiledesk’s obligations as a business associate pursuant to this Agreement, Customer shall be responsible for any Sensitive Personal Information it submits to the Service, and Tiledesk will treat such submissions as Customer Data as defined in this Agreement such that Tiledesk is not subject to any additional obligations that apply to Sensitive Personal Information.

c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services.

d) Disclosures on Customer Properties. Customer acknowledges that the Tiledesk Code causes a unique cookie ID to be associated with each Person who accesses the Customer Properties, which cookie ID enables Tiledesk to provide the Services. Customer will include on each Customer Property a link to a privacy policy that discloses Customer’s use of third party tracking technology to collect data about People and how, and for what purposes, the data collected will be used or shared with third parties. Customer must also provide People with clear and comprehensive information about the storing and accessing of cookies or other information on the Peoples’ devices where such activity occurs in connection with the Services and as required by applicable Laws. For clarity, as between Customer and Tiledesk, Customer will be solely responsible for obtaining the necessary clearances, consents and approvals from People under all applicable Laws.

5.4. Indemnification by Customer. Customer will indemnify, defend and hold harmless Tiledesk from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data, Customer’s use of a Third Party Messaging App, or breach or alleged breach by Customer  of Section 5.3 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all necessary cooperation of Tiledesk at Customer’s expense. Notwithstanding the foregoing sentence, (a) Tiledesk may participate in the defence of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Tiledesk’s prior written consent, unless the settlement fully and unconditionally releases Tiledesk and does not require Tiledesk to pay any amount, take any action, or admit any liability.

5.5. Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Tiledesk may obtain and aggregate technical and other data about Customer’s use of the Services that is non-personally identifiable with respect to Customer (“Aggregated Anonymous Data“), and Tiledesk may use the Aggregated Anonymous Data to analyse, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Tiledesk customers. For clarity, this Section 4.5 does not give Tiledesk the right to identify Customer as the source of any Aggregated Anonymous Data.

6. Security

6.1 Tiledesk agrees to use commercially reasonable technical and organisational measures designed to prevent unauthorised access, use, alteration or disclosure of any Service or Customer Data. However, Tiledesk will have no responsibility for errors in transmission, unauthorised third-party access or other causes beyond Tiledesk’s control. The Parties shall each use commercially reasonable efforts to safeguard and maintain the integrity of Customer Information, End User data and Content in their possession and/or under their control. Such efforts shall include the development and implementation of commercially reasonable technical, administrative and physical measures to protect such data from unpermitted disclosure. The Parties agree that (i) such security procedures constitute reasonable procedures to protect the integrity of such data from unauthorised access; and (ii) the state of the art does not permit the development of electronic security systems that are completely free of failures.

6.2. Account Passwords. Tiledesk will not be liable to You or any other Person for Your or Customers’ failure to maintain the confidentiality of their password for the Services, and You agree to hold Tiledesk and its Affiliates harmless for any claims arising from loss of passwords by You or Customers. You agree to notify Tiledesk of any unauthorised use of the Services that comes to Your attention.

7. Third-Party Platforms and Third Party Messaging Apps

7.1. Integration with Third Party Platforms. The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms (e.g. Stripe), Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorises Tiledesk to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Tiledesk has no responsibility or liability for any Third-Party Platform or Messenger App, or how a Third-Party Platform (including Messenger Apps) uses or processes Customer Data after such is exported to a Third-Party Platform or Messenger App. Tiledesk does not guarantee that the Services will maintain integrations with any Third-Party Platform, and Tiledesk may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

7.2. Third Party Messaging Apps. Customer represents and warrants that Customer has agreed to the terms of service associated with any Third Party Messaging App(s) and has created, or has authorised Tiledesk to create on Customer’s behalf, a Third Party Messaging App account in accordance with such terms and conditions, which govern Customer’s use of such Third Party Messaging App account. Tiledesk will have no liability for and the Third Party Messaging App provider is solely responsible for the Third Party Messaging App’s network, functionality, clients, and APIs.

7.3. Third Party Beta Releases. TO THE EXTENT A CUSTOMER USES FEATURES IN THE SERVICE THAT INTEGRATE WITH A THIRD-PARTY PLATFORM AND A CUSTOMER REQUESTS THAT Tiledesk INTEGRATE WITH SUCH THIRD PARTY PLATFORM’S BETA OR PRE-RELEASE FEATURES (“THIRD PARTY BETA RELEASES”), TILEDESK WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH Tiledesk’S PARTICIPATION IN SUCH THIRD PARTY BETA RELEASES OR CUSTOMER’S USE OF SUCH INTEGRATED FEATURES.

8. Subscription Term, Fees & Payment

8.1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.

8.2. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in Section 9 (Limited Warranty) and Section 13 (Indemnification), all fees are non-refundable. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Tiledesk receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made.

8.3. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card (“Credit Card”), the following terms apply:

Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorises Tiledesk (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month.

Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.

Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Tiledesk and Tiledesk may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.

Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information via the “Settings” page on the Dashboard.

Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending Tiledesk notice of non-renewal to in accordance with Section 7.1 (Subscription Term and Renewals) or, if Customer’s Subscription Term is on a monthly basis (or if otherwise permitted by Tiledesk), by terminating via the “Project Settings” button on the Dashboard, with termination effective at the end of the current Subscription Term. As set forth in Section 2.9 (Trial Subscriptions), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Trial Period and Customer’s Credit Card will not be charged, unless the Customers opts for the “Free Forever Plan” as set forth in Section 2.10.

Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Tiledesk will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which Tiledesk will not charge Customer’s Credit Card for any additional fees.

8.4. Suspension of Service. If Customer’s account is fifteen (15) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Tiledesk reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full.

8.5. Refund. Due to the electronic nature of the Services, Tiledesk is not obligated to provide a refund for any reason, including but not limited to partial months or years of services, upgrades or downgrades, or unused time during your subscription. However, at Tiledesk’s sole and exclusive discretion, and in exceptional circumstances only, Tiledesk may decide to issue a refund for no more than (3) three months of Service.

9. Term and Termination

9.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

9.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

9.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Tiledesk Technology) and delete (or, at Tiledesk’s request, return) any and all copies of the Documentation, any Tiledesk passwords or access codes and any other Tiledesk Confidential Information in its possession. Customer acknowledges that following termination, it will have no further access to any Customer Data input into any Service, and that Tiledesk may delete any such data as may have been stored by Tiledesk at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

9.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.10 (Pro Trial Subscriptions), 5.2 (Storage of Customer Data), 5.4 (Indemnification by Customer), 5.5 (Aggregated Anonymous Data), 4 (Licences and Intellectual Property Rights), 8.2 (Fees and Payment), 8.3 (Payment Via Credit Card), 9 (Term and Termination), 10.2 (Warranty Disclaimer), 12 (Limitation of Remedies and Damages), 13 (Indemnification), 14 (Confidential Information) and 15 (General Terms).

10. Limited Warranty

10.1. Limited Warranty. Tiledesk warrants, for Customer’s benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Tiledesk’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Tiledesk to use commercially reasonable efforts to correct the reported non-conformity, or if Tiledesk determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 10.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorised modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.

10.2. Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, ALL SERVICES ARE PROVIDED “AS IS”. NEITHER TILEDESK NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. TILEDESK DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES TILEDESK WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION. TILEDESK SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. TILEDESK SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, THIRD PARTY MESSAGING APPS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF TILEDESK. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

11. Availability and Support

10.1. Availability. The Services are available subject to Service Level Targets (SLTs) (“SLTs“).

10.2. Support. During the Subscription Term of each Service, Tiledesk will provide end user support in accordance with Tiledesk’s Support hours (“Support Hours“).

12. Limitation of Remedies and Damages

12.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO TILEDESK DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.

12.3. Excluded Claims.Excluded Claims” means any claim arising (a) from Customer’s breach of Section 2.7 (General Restrictions); (b) under Section 5.3 (Customer Obligations) or 5.4 (Indemnification by Customer); or (c) from a party’s breach of its obligations in Section 14 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service or relating to Customer Data).

12.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified herein apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. Indemnification

Tiledesk will defend Customer from and against any claim by a third party alleging that a Service when used as authorised under this Agreement infringes any Intellectual Property Rights and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Tiledesk (including reasonable attorneys’ fees) resulting from such claim, provided that Tiledesk will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Tiledesk to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of a Service is (or in Tiledesk’s opinion is likely to be) enjoined, if required by settlement or if Tiledesk determines such actions are reasonably necessary to avoid material liability, Tiledesk may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Tiledesk. The foregoing indemnification obligation of Tiledesk will not apply: (1) if such Service is modified by any party other than Tiledesk, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Tiledesk, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorised use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; (6) to any action arising from Customer’s use of Third Party Messaging Apps; or (7) if Customer settles or makes any admissions with respect to a claim without Tiledesk’s prior written consent. THIS SECTION 13 SETS FORTH TILEDESK’s AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

14. Confidential Information

14.1. Tiledesk Privacy Policy describes our data practices, including the types of information we receive and collect from you and how we use and share this information. You agree to our data practices, including the collection, use, processing, and sharing of your information as described in our Privacy Policy, as well as the transfer and processing of your information to other countries globally where we have or use facilities, service providers, or partners, regardless of where you use our Services.

14.2. You acknowledge that the laws, regulations, and standards of the country in which your information is stored or processed may be different from those of your own country. If you are an EU citizen, we would like to inform you that we respect the GDPR. To find more about it – please read Tiledesk Privacy Policy .

14.3. Each party (as “Receiving Party“) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party (“Disclosing Party“) constitute the confidential property of the Disclosing Party (“Confidential Information“), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Tiledesk Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Tiledesk without any marking or further designation. Except as expressly authorised herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Tiledesk, the subcontractors), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 14 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 14. The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

15. General Terms

15.1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorised will be null and void.

15.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

15.3. Governing Law; Dispute Resolution.

a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute“), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute“). Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties (“Direct Dispute Resolution“). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute may subsequently be resolved in a court of law as set forth below.

b) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF COURTS LOCATED WITHIN LECCE COUNTY, ITALY. IN ANY DISPUTE, ITALIAN AND UE LAW SHALL APPLY.

15.4. Waivers. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement. Except as provided under “Modifications to this Agreement” and otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorised representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorised representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.

15.5. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience Tiledesk may make changes to the Services, and Tiledesk will update the applicable Documentation accordingly. 

15.6. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

15.7. Subcontractors. Tiledesk may use the services of subcontractors and permit them to exercise the rights granted to Tiledesk in order to provide the Services under this Agreement, provided that Tiledesk remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement,(ii) for the overall performance of the Services as required under this Agreement, and (iii) compliance with the terms of the DPA.

15.8. Subpoenas. Nothing in this Agreement prevents Tiledesk from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Tiledesk will use commercially reasonable efforts to notify Customer where permitted to do so.

15.9. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent

15.10.  Marketing. Upon Tiledesk’s acceptance of a signed Order Form, Tiledesk may issue a press release announcing this Agreement, subject to Company’s prior review and approval as to content, and list Company’s name and logo in a list of customers to be used for marketing purposes.

 

VALID FROM 1.08.2022

You can view the previous version of the Terms of Service valid until 31st August 2022 here