These terms of service (“terms”) govern your use of our service. If you register for a free trial of our service, these terms will also govern that free trial.
IF YOU DO NOT AGREE TO THE TERMS STATED BELOW OR TO ANY CHANGES MADE IN THESE TERMS, PLEASE EXIT THIS WEBSITE AND SERVICE IMMEDIATELY.
1. Acceptance Of Terms
1.1 Fondesk, is a Trade name of UNIEKE SOFTWARE LTD (“Fondesk,” “We” or ”Our” provides its Service (as defined below) to you through its web site located at www.fondesk.com (the “Site”), subject to these Terms.
1.2 By accepting these Terms of service, or by accessing or using the Service or Site, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that the information You provide in registering to the Service is accurate, complete, and is Yours or within Your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, You must not accept these Terms and may not use the Service.
1.3 You acknowledge that these Terms constitute a contract between You and Fondesk, even though it is electronic and is not physically signed by You and Fondesk, and that these Terms govern Your use of the Service and supersede any other agreements between You and Fondesk.
2. Description Of Service
The “Service” includes (a) the Site, (b) the on-demand Fondesk® Call centre software, tools and Fondesk API, and (c) the other services provided to You through the Site based on the plan purchased, including all software, data, text, images, sounds, videos, and other content made available through the Site, or developed via the Fondesk API (collectively, “Content”). Any new features added to or augmenting the Service are also subject to these Terms. The Service may also include basic or expanded support based on the Service plan purchased. Fondesk does its very best to make the Service available as detailed in the applicable Service plan, except for: (a) planned downtime (of which You will be notified in advance), or (b) any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond Our control.
3. General Conditions/Access And Use Of The Service
3.1 Subject to the terms and conditions of these Terms, You agree to access and use the Service only for your internal business purposes as contemplated by these Terms. Subject only to Your limited right to access and use the Service as expressly granted to You here, all rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to Fondesk and its third-party vendors.
3.2 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third party, (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with Fondesk, or otherwise attempt to access unauthorized to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (g) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (h) try to use, or use the Service in violation of these Terms.
3.3 You are responsible for all information, data, text, images, messages or other materials that you post or is otherwise transmitted via the Service. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under your login or account. You agree and acknowledge that your login may only be used by one(1) person, and that You will not share a single login among multiple people.
3.4 Fondesk’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
3.5 You understand and agree that (a) the Service is not intended to support or carry emergency calls to any emergency services such as public safety answering points, (b) Fondesk will not be held liable for any claim, damages or loss (and You hereby waive any and all such claims or causes of action), arising from or relating to Your (or Your customers’) inability to use Your Service subscription to make such emergency calls, (c) You are solely responsible for Your operation of Fondesk in compliance with all applicable laws in Your jurisdiction, including but not limited to telephone recording and wiretapping laws, and (d) You will defend, hold harmless and indemnify Fondesk from and against any third party claim arising from any of the foregoing. Fondesk may disable the phone numbers provided to you if unused or substantially underused for 60 days, or if Your Service is otherwise suspended, terminates or cancelled under these Terms.
3.6 You agree to familiarize yourself with and abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the electronic transmission of messages and calls that you create and initiate through the Services. Without limiting the foregoing, you agree to familiarize yourself with the legalities of any messages, calls, broadcasts, and campaigns transmitted through the Services by visiting the following websites: https://www.ofcom.org.uk, https://psauthority.org.uk/, https://ico.org.uk
4. Data Privacy And Security
4.1 To provide You the Service We shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of your data and the personal data of your end-users. These safeguards include encryption of your data in transmission (using SSL or similar technologies), except for certain external third party integrations that do not support encryption, which you may link to the Service at Your choice.
4.3 You give Fondesk full permission to use your company logo in our Site and other print material to identify yourself as a registered user of the Service.
5. Intellectual Property Rights
Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to you to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Fondesk shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback we receive from you. Fondesk, and Fondesk’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Fondesk (collectively, “Marks”), and You may only use such Marks to identify yourself as a customer and user of the Service; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Fondesk, its services or products.
6. Third Party Services
6.1 External Sites. The Service may contain links to, or otherwise may allow you to connect to and use certain third party products, services or software under separate terms and conditions (collectively, “Other Services”) in conjunction with Our Service. If You choose to access and use such Other Services or products, be advised that Your use is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle Your data. Fondesk is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Other Services, or Your reliance on the privacy practices or other policies of such Other Services.
6.2 As a part of our Service, we may offer integrations with web sites and applications operated by various third parties and are not responsible or liable for any acts or omissions created or performed by these third parties, including any difficulties accessing their services. We provide such integrations for your convenience and reference only. We do not operate or control in any way any information, software, products or services available on such web sites or applications. Our inclusion of an integration with a web site or an application does not imply any endorsement of the services or the site, its contents, or its sponsoring organization.
7. Billing, Plan Modifications And Payments
7.1 The Service is made available on a pay-as-you-go basis. If You do not provide Your credit card or other payment information to Fondesk before the expiration of any free trial period, Your account will be suspended until payment information and charge authorization are provided. You will be promptly billed and, if applicable, any trial period will terminate. Thereafter, Your subscription will renew automatically based on Your plan’s renewal cycle. The Service provides an interface for the account owner to change credit card information (e.g., upon card renewal). The account owner will receive a receipt upon each payment received, or they may obtain a receipt from within the application to be able to track the status of Your subscription.
7.2 Modifying Your Subscription. If You choose to upgrade Your plan or number of agents during Your elected subscription period, any incremental cost will be prorated over the remaining term of the subscription period and charged to Your account. Subsequently, You will be charged the adjusted rate for plan or agent on Your next billing cycle. Regardless of Your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if You close Your account before the end of Your subscription period. No exceptions will be made in order to treat everyone equally and keep Our administrative costs low for the ultimate benefit of Our customer base. Downgrading Your plan level may cause the loss of content, features, or capacity of Your account and Fondesk does not accept any liability for such loss. Fondesk reserves the right to contact You about special pricing if You maintain an exceptionally high number of end-users, an unusually high monthly ticket ratio per agent, an unusually high level of open tickets or other excessive stress on the Service.
7.3 Overdue charges. If You fail to pay your subscription fee on time, or if Your credit card payment information is entered in error or does not go through for processing and You do not update payment information upon Our request, your entire subscription may be suspended or cancelled.
7.5 Taxes. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Fondesk based on its income. We will invoice You for such Taxes if we believe we have a legal obligation to do so.
7.6 You have sixty (60) days from receipt of an invoice or bill in which to initiate a dispute by emailing Fondesk at firstname.lastname@example.org, otherwise you agree that you have waived all rights with respect to the time period for such billing/invoice. Fondesk will respond to any inquiry or dispute with respect to its invoices or billings within thirty (30) days of receipt of a written inquiry or dispute, but until resolved, you agree to pay all invoices in a timely fashion, even those subject to dispute. You agree that you will initiate a dispute with Fondesk and seek resolution informally prior to filing a dispute with your credit card company. If you fail to initiate a dispute with Fondesk first, and do not allow for the 30 days response time, you acknowledge that you thereby waive your right to file a dispute with your credit card company.
8. Cancellation And Termination
8.1 The account owner (as defined in the sign-up procedure) is responsible for cancelling your account, and can cancel the account by either clicking on the account link in the global navigation bar at the top of the screen (for immediate cancellation if You paid by credit card) or by contacting Fondesk at email@example.com There are no other means of cancelling Your account. Once You cancel Your account You will lose access to all of Your content, and We preserve the right to delete all such content in the normal course of operation. This content cannot be recovered once Your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again.
8.2 Fondesk reserves the right to (a) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (b) refuse any/all current and future use of the Service, suspend or terminate your account or any part thereof (or Your use of the Service), and remove and discard any of Your content within the Service if We believe that You have violated these Terms. Fondesk will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of Service, and may be referred to law enforcement authorities. Fondesk shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.
9. Disclaimer Of Warranties
The Service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and Fondesk expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. you acknowledge that Fondesk does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free, and no information or advice obtained by you from Fondesk or through the service shall create any warranty not expressly stated in these terms.
10. Limitation Of Liability
10.1 No Consequential Damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with these terms or the service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
10.2 Limits on Monetary Damages. Notwithstanding anything to the contrary in these terms, Fondesk’s (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these terms claimed by you or any third party arising from our service, shall be limited to the lesser of (i) actual damages incurred, or (ii) payments made by you for the service during the twelve (12) months preceding the claim. the parties acknowledge and agree that the essential purpose of this section 10.2 is to allocate the risks under these terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if Fondesk were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these terms.
11.1 Indemnification by Fondesk. Fondesk will indemnify and hold You harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes a valid patent or copyright, or misappropriates a third party’s trade secret (such claims, collectively, “Claim”). Fondesk shall, at its expense, defend such Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Fondesk for such defence, provided that (i) You promptly notify Fondesk of the threat or notice of such Claim, (ii) Fondesk will have the sole and exclusive control and authority to select defence attorneys, defend and/or settle any such Claim, and (iii) You fully cooperate with Fondesk in connection therewith. If Your use of the Service has become, or in Fondesk’s opinion is likely to become, the subject of any such Claim, Fondesk may at its option and expense (a) procure for You the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not reasonably practicable, terminate these Terms and repay You any unused Service fees. Fondesk will have no liability or obligation under this Section 11.1 with respect to any Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service by anyone other than Fondesk; or (iii) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing. The provisions of this Section 11.1 state the sole, exclusive and entire liability of Fondesk to You and constitute Your sole remedy with respect to a Claim brought by reason of Your permitted use of the Service.
11.2 Indemnification by You. You agree to defend, indemnify, and hold harmless Fondesk from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from Your breach of these Terms, or Your and Your end users’ access to, use, misuse or illegal use of the Service. Fondesk will provide You notice of any such claim, suit, or proceeding. Fondesk reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Fondesk’s defense of such matter.
12. Assignment; Entire Agreement; Revisions
Either party may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements expressly accepted and executed by both parties). We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of such changes and direct You to the latest version.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
14. Compliance And Use Restrictions
Certain Content and software components of the Service may be subject to U.S. export control and economic sanctions laws. If You are subject to U.S. laws, You agree to comply with all such laws and regulations as they relate to such software and Content, and access and use of the Service. You shall not access or use the Service if you are located in Burma (Republic of the Union of Myanmar), Cuba, Iran, Libya, North Korea, Sudan, or Syria (the “Prohibited Jurisdictions”), and You shall also not provide access to the Service to any government, entity or individual located in the Prohibited Jurisdictions.
15. Relationship Of The Parties
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
16. SurvivalSections 3 (General Conditions/Access and Use of the Service), 5 (Intellectual Property Rights), 7 (Billing, Plan Modifications and Payments), 8, (Cancellation and Termination), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Assignment; Entire Agreement; Revisions), 13 (Severability), 14 (Export Compliance and Use Restrictions), 15 (Relationship of the Parties) and 17 (Governing Law) will survive any termination of these Terms.
17. Governing Law
These Terms shall be governed by the laws of the UK without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the UK government for the purpose of resolving any dispute relating to Your access to or use of the Service.
If you have any questions about these Terms, please contact us.