At a glance

• The 30-days Test phase will always be free of charge and free of commitment.
• You may add as many users to your account as you wish. 
• Your data is secure and stored within the European Union 
• You always retain ownership of your data and content 
• We offer Email support (support@desk-net.com)

Please read these customer terms and conditions ("Terms and Conditions") before accessing Desk-Net ("Software"). These Terms and Conditions apply to all Customers who use the Software as of March 1st, 2019.

The Software is owned and operated by Desk-Net GmbH, a private limited company registered in Hamburg, Germany with number HRB 121060 whose registered office is at Falkenried 74a, 20251 Hamburg, Germany ("Desk-Net", "we", "us" or "our").

You indicate your agreement to these Terms which include the Terms and Conditions, our Data Processing Agreement, and our Privacy Policy and accept to be legally bound by them by clicking or tapping on a button indicating your acceptance. If you will be using the Software on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. These Terms and Conditions, Data Processing Agreement, and Privacy Policy may change at any time for a variety of reasons, such as to reflect changes in applicable law or functionality additions to the Software. If you do not agree with these Terms and Conditions, Data Processing Agreement or Privacy Policy, you may not use the Software. In these Terms and Conditions, "you" refers to the entity you represent ("Customer").

1. Registration

To register you must:

• be 18 years of age or older;
• be a human. Accounts registered by automated methods are not allowed;
• provide your full legal name and a valid email address. If you will be using the Software on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so.
• agree to and comply with these Terms and Conditions

2. Payment

During the 30-day test period (“Test Phase”), no costs will be invoiced to you. Only through a new explicit agreement by you, a paid license package shall be invoiced. 

Payment plan

You shall be invoiced in accordance with the License Package you fall under and any Additional Services you select (subsequently the “Payment Plan”). Per default, you will be invoiced on a monthly basis.

Paid users, freelancers, and license packages

Paid users:  

You shall only be invoiced for Paid Users. The following users shall be considered as Paid Users and subsequently as licenses within a package to be invoiced.

• Owner(s) has administrative control over the Software. Per default, the individual who signed up for the free trial is the Owner. Only an Owner can purchase the Payment Plan and is responsible for the payment of all fees and other additional costs or negotiated terms. Only an Owner may terminate these Terms and Conditions.

• Admin(s) has technical control over the Software. An Admin is a Paid User that has administrative rights in the Software to create, edit, preview, view or delete the account ́s configuration and add or delete users. He may connect the Software to other linked services listed on Desk-Net's website as supported integrations and may request API credentials. Per default, the first Admin is the individual who signed up for the free trial.

• Freelancers with non-restricted access are users marked as freelancers but whose default restricted access setting was removed. Such users shall be considered as Paid Users and subsequently as licenses within a package to be invoiced.
• Users with Read-Only access are users marked as having read-only rights. Such users shall be considered as Paid Users and subsequently as licenses within a package to be invoiced.

Only your Owner(s) or Admin(s) may issue legally binding declarations on your behalf.

Free of charge users:

Freelancers are free of charge if and only if they are both:

1. marked as external users in the admin area of the Software (i.e. whose user type is freelancer) and

2. whose user profile is marked as having restricted access, i.e. access only to their own tasks in the Software.

License packages:

Depending on the number of Paid Users in the Software, you will fall under the following License Package:

Further license packages are available. For pricing or further License Packages, please contact Desk-Net Sales.  

Additional services

Support and security package

You are at liberty at any time to purchase the Support and Security Package as an additional service to be charged. 

Details of services available in the Support and Security Package can be found here.  

Monthly or annual term

Monthly term per default

Per default, you shall be invoiced on a monthly basis and shall pay the contractually owed Payment Plan plus the statutory value-added tax if applicable. Excluding the Test Phase, you will be invoiced in accordance with the number of Paid Users in your account in the previous calendar month. 

You are at liberty of adding as many users as you wish to your account. Should the addition of users lead to the Paid User Cap of a given License Package to be exceeded, then you will be invoiced the respective higher License Package. You may review how many users and more specifically how many Paid Users, are in your account at any point in time in the admin section of the Software and you may delete any user at any point. Deleting a user will only be accounted for in the following invoice of the given term.

Annual term and annual rebate

Annual term:

You are at liberty at any point to choose the Annual Payment Term and benefit from the Annual Rebate on the total price. By doing so, you shall pay the contractually owed Payment Plan plus the statutory value-added tax at the beginning of the term. The Annual Term encompasses a full 12 calendar months (365 calendar days).

When choosing the Annual Term, you may inform Desk-Net of the License Package you selected and shall be billed for the term accordingly. Per default, you shall be invoiced the License Package price in accordance with the number of Paid Users in your account at the time you select the Annual term. 

During the Annual Term, you are at liberty of adding additional users. Should the addition of users lead to the Paid User Cap of a given License Package to be exceeded, then Desk-Net shall inform you that the License Package Cap has been reached and subsequently invoice you the missing price difference for the remainder of the Term. The price difference will be based upon the next higher License Package for the remaining months in the Annual Term to which the payments already received shall be deducted. Should you delete Paid Users during the Annual Term to the extent that such deletion leads you to fall in a lower License Package, you shall have no refund right. 

Annual rebate: 

By choosing the Annual Payment Term, you will benefit from the following Annual Rebate on the total price.

-    Annual Rebate:        10% of total price. 

Switching between terms:

Should you switch from a Monthly to an Annual Term, such switch will be effective on the first day of the following calendar month. Should you switch from an Annual term to a Monthly term, you can only do so in writing to info@desk-net.com 30-days before the end of Annual Term.   

Payment plan - price calculation formulas

The following price calculation formulas apply. Additional costs are excluded from the formulas and are invoiced separately. 

Monthly payment plan   Calculation formula

Total Monthly Price = License Package Price + [(if applicable Additional Services)]

Annual payment plan    Calculation formula

Total Annual Price = [(License Package Price x 12 months) + (if applicable Additional Services)] – 10% (Annual Rebate)

Additional costs

Additional Costs are specific requests you demand owed beyond the services included in the price and are invoiced separately.

Additional trainings 

Should you request additional trainings beyond those included in his License Package, these will be invoiced as additional costs. 

For detailed costs, please contact Desk-Net Sales.

Customer specific integration

You may request Customer Specific Integrations from Desk-Net if you have purchased the Support and Security Package and selected the Annual Term. 

For detailed costs, please contact Desk-Net Sales.

Additional data memory

Included in the price of the Software are up to 10 GB of data memory per Paid User. Should you exceed this volume, Desk-Net may ask for compensation for the exceeded data storage space. 

Desk-Net shall notify you in writing of this excess and shall assist you in deleting your excess data volume. 

Should no excess data have been deleted, or should excess data have been deleted in an insufficient amount, 30-days following receipt of the notification for excess data volume, then Desk-Net shall invoice you the following amount on a pro-rata basis

-    For each additional gigabyte of memory        Euro 0,35

Due and overdue payments

Invoices are due within thirty (30) working days. Should your corporation require a longer payment process, please contact Desk-Net Sales.

Should your corporation require to be billed by our American Desk-Net entity, please contact Desk-Net Sales.

Failure to pay within 75 days may result in the Software being limited or suspended. Failure to pay within 90 days may result in the Terms and Conditions being terminated by us (subject to applicable legal requirements), which may result in a loss of your data.

Price changes 

Desk-Net is entitled to increase the agreed prices for the contractual services. Desk-Net shall inform you in writing or by email of these price increases at least three (3) months in advance; the price increases do not apply to the periods for which you have already submitted payment. 

In case of a price increase you are entitled to terminate with a period of two (2) weeks to the end of the term; if you make use of such termination right, then the increased prices shall not be implemented until the termination is effective. 

3. Software version update

Desk-Net may add or alter features and functionalities from the Software at any time without prior notice. 

For a list of the Software´s core and additional functions please contact Desk-Net sales.

4. Software availability

Monthly uptime percentage 

“Monthly uptime percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month. 

During the term, Desk-Net will use reasonable efforts to achieve a Monthly Uptime Percentage of at least 99.8% for any calendar month. 

“Downtime” means the time in which you cannot access or use the entire Software functionalities (core and additional), as monitored by Desk-Net.

Exclusion from downtime

The following are not counted as Downtime for the purpose of calculating Monthly Uptime Percentage:

Scheduled maintenance:

Service unavailability caused by scheduled maintenance of the Software used to provide the applicable service (Desk-Net will endeavour to provide 24 hour advance notice of service-affecting scheduled maintenance); or

Unforeseen event:

Service unavailability caused by events outside of the direct control of Desk-Net or its subcontractor(s) (such as his hosting provider), including any force majeure event, the failure or unavailability of your systems, the Internet, and the failure of any other technology or equipment used to connect to or access the service.

Software service interruption credit 

If Desk-Net does not meet the Monthly uptime percentage, and so long as your account is current, you will be eligible to receive a credit which can only be applied against your following invoice. The credit is your exclusive remedy for such failure. Customers in the Test Phase shall not be eligible to any credits. 

   Monthly Uptime Percentage      Service Credit
   Less than 99.8%                        5% of the monthly fee

To receive a service credit for a particular calendar month, an Owner must submit a claim by email to the support team (support@desk-net.com) within 30 days of the end of the month during which the Software did not meet the guaranteed uptime and include the Owner´s contact details as well as information supporting each claim of Downtime, including date, time, and a description of the incident and affected service, all of which must fall within the calendar month for which you are submitting a claim.

5. Software maintenance

Monitor availability

Desk-Net constantly monitors the Software´s availability and removes any technical defects in accordance with the recovery times listed below.

Technical defect correction

For any technical defect in the Software that you report by phone or email (support@desk-net.com), Desk-Net shall reasonably determine the severity level and respond as follows. 

Following the response time and depending on the Severity Level, Desk-Net shall ensure that the reported technical defect is removed in accordance with the below.

6. Support services- customer assistance

Customer support- service hotline

Desk-Net agrees to answer any of your questions without delay but no later than two days upon receipt. 

Technical defects and error reporting response times are described in the above clause. 

Support, whether it be email or phone, is available on German working days between 0900 hrs (9:00am) and 1900 hrs (7:00pm) Central European Time (CET). On Sundays, answers will be given without delay only to Level 1 defects.   

Email support: Per default, all Software questions or defect reports shall be sent via email to support@desk-net.com.  

Phone support: Should you have purchased the Support and Security Packages, then you shall have access to the Support Hotline. 

Desk-Net shall use the following communications devices when answering: Email or phone and when in doubt, shall use the same communication device as that you use.

Set-up and trainings

Desk-Net will provide the following customer assistance services, including:

Set-up and configuration:

You are at liberty to request assistance from Desk-Net to configure his account by emailing support@desk-net.com . To this effect, Desk-Net has also created guides available in the support forum. 

Trainings:

You are at liberty to request trainings from Desk-Net. The [amount of trainings] you may request is subsequent to the Payment Plan you have chosen. Travel expenses for on-premise trainings are borne by you without any surcharges.

Further training sessions may be purchased at additional cost.   

7. About your data

Please read our Data Protection Agreement.

EU data hosting 

Customer Data is exclusively hosted on servers within the EU and is thus subject to EU data protection law. 

Desk-Net may at its sole discretion at a later date choose to host Data of non-European Customers outside of the EU. 

Data always belongs to you

You own all data including personal data you add to your account (“Customer Data”). You retain sole ownership of all rights, title and interest in and to your Customer Data. You have the sole responsibility for the legality, reliability, integrity, accuracy and quality of your Customer Data.

As you are and always remain the sole owner of the data, you can at any time - in particular upon termination, demand the return or deletion of your Customer Data. Desk-Net shall have no retention right to such data. The return of the data is done through a data dump. 

You may choose to integrate third party applications with the Software. We do not warrant or support these products. Integrations have been provided for your convenience and as such is at your own risks. You are responsible for all data imported into the Software from these third-party applications. If Customer Data is passed from or to the Software through an API, we will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted or accessed by third party applications.

Personal data is subject to the Data Protection Agreement

You and Desk-Net undertake to comply with our obligations under relevant applicable data protection laws. To the extent that we process personal data on your behalf; you shall be the data controller and Desk-Net shall be the data processor. The terms of the Data Protection Agreement shall apply to all Customer Data that we process on your behalf. 

See our Data Protection Agreement.

Your data is confidential

Desk-Net will treat all Customer Data as confidential, in particular Customer business and operational secrets obtained during the preparation, execution, and performance of the service and neither disclose them nor use them in any other manner. Desk-Net will keep all Customer Data confidential to the extent permitted by law, from any unauthorized third party; provided that the disclosure of information is not necessary for Desk-Net’s proper performance of its contractual obligations. 

Your data is secure 

Desk-Net will store and process Customer Data in a manner consistent with industry security standards. Desk-Net has implemented appropriate technical, organizational and administrative systems, policies and procedures designed to help ensure the security, integrity and confidentiality of your data and to mitigate the risk of unauthorised access to or usage of your Customer Data. Desk-Net shall ensure that Customer Data is protected against unauthorized third-party access.

Desk-Net shall take suitable measures against Customer Data loss in cases of server failure. For this purpose, Desk-Net shall perform at least daily backups.

Desk-Net has strict internal rules by which only a small group of carefully selected Desk-Net employees and long-term EU subcontractors may handle personal data.

8. Your duties

Keep your passwords safe

Keeping your data secure also requires that you maintain the security of your account by using sufficiently complicated passwords and storing them safely. You should also ensure that you have sufficient security on your own systems.

You are responsible for safeguarding your passwords and any other credentials used to access the account. You are responsible for the activity which occurs in your account. You shall inform Desk-Net immediately if there is a suspicion your password or any other access data may have been disclosed to unauthorized parties.

Your other duties

You may not purchase, use, or access the Software for the purpose of building a competitive product or service or for any other competitive purpose; nor may you reverse engineer it; nor resell or lease it.

You may not misuse our Software by interfering with its normal operation or attempt to access it using a method other than through the interfaces and instructions that we provide.

Unless authorized by Desk-Net in writing, you may not probe, scan, or test the vulnerability of any Desk-Net system or network by means of penetrations tests.

You may not engage in abusive or excessive usage of the Software, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Software for other users. Desk-Net will endeavour to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Desk-Net.

You shall exempt us from any third-party claims which are based on an illegal use of the Software by you or which result from any data protection, copyright or other legal disputes caused by you which are in connection with the Software;

You shall check for viruses prior to sending any data and information to us and shall use a state-of-the art virus protection programs.

9. Logos

Desk-Net may identify you (by name and logo) as a Desk-Net customer on our website and on other promotional materials. If you need an exception to this, please contact Desk-Net sales.

10. Term and termination

Automatic renewable term

The initial term is specified on the invoice. The term will automatically renew at the end of each term for additional terms: monthly per default, annually should you have previously selected the Annual Term. 

Termination by you

Owner may terminate 30 days before the end of the term, in writing by emailing info@desk-net.com. 

Termination will result in the deactivation or disablement of your account and access to it, and the deletion of Customer Data latest 30 days after effective termination. 

Termination for cause

Upon 30 days written notice, either party shall have the right to terminate for breach. Termination shall be effective if either party has failed to cure the breach within 30 days after notification. The breach must be material, repeated, or persistent.

Termination by us

Desk-Net may terminate your right to use the Software for any reason at our discretion by providing a 6-month notice. Should fees for the remained months in the term have been pre-paid, these fees will be reimbursed.

11. Limitation of liability

Limitation of liability

TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH OF DESK-NET ENTITIES, ITS AFFILIATES, EMPLOYEES, SUPPLIERS, AGENTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOU TO DESK-NET DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

Exclusion of certain liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DESK-NET BE LIABLE FOR ANY LOSS OF USE, DATA, BUSINESS, REVENUES OR ANTICIPATORY OR FORESEEABLE PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, GENERAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES. 

Wilful and gross negligence

Desk-Net is liable to Customer in cases of wilful intent or gross negligence for all damages caused by Desk-Net as well as its legal representatives and vicarious agents without limitation. 

Force majeure

None of the parties is obligated to comply with their contractual obligations in the case and for the duration of a force majeure. 

In particular, the following circumstances constitute a force majeure: any fire/explosion/flooding not caused by the Party; war, mutiny, blockade, embargo; any labour dispute lasting more than 6 weeks and not culpably caused by the Party; technical internet problems out of control by a Party.

Each Party agrees to inform the other Party immediately in writing regarding the occurrence of a force majeure.

12. Changes

Desk-Net may change these Terms and Conditions at any time for a variety of reasons, such as to reflect changes in applicable law or updates to the Software or to account for new Software functionality. The most current version will always be posted on this page and changes to previous versions will be highlighted. Your continued use or access of the Software following the changes constitute acceptance of those changes. Desk-Net will notify Owner(s) via email of any material changes as determined by Desk-Net´s sole discretion.

13. Final provision

These Terms and Conditions are governed by and construed in accordance with the laws of Germany and the courts of Hamburg shall have exclusive jurisdiction over any dispute arising out of or in relation to these Terms and Conditions. 

If any provision of these Terms and Conditions is determined to be unenforceable, that provision will be severed, and the remainder of terms will remain in full effect. 

Specifications

Software core functions

At its core, the Software has the following functions. A core function is characterized by its features. The sum of all the features to a core function define its qualities and characteristics. 

A core function shall not be warranted if and only if, all the function´s features and characteristics are unavailable. 

A defect in a single or several features to a core function shall be considered as a Severity Level 2.

Additional functions

Desk-Net warrants the following functions as additional functions. A defect in an additional function shall be considered as a Severity Level 2.

Should your company require special Terms and Conditions, please contact Desk-Net.