Service Overview

These Terms of Business (“Terms”) form a legally binding agreement between you (“Client”, “you” or “your”) and AgentDesk Ltd, a company incorporated in England & Wales (company number [insert]), with its registered office at [insert address] (“AgentDesk”, “we”, “our”, or “us”).

By accessing or using our website (www.agentdesk.io) and any related software, services, or AI-powered products (collectively, the “Platform”), you agree to comply with and be bound by these Terms. If you do not agree, you must not access or use the Platform.

1. Definitions

“Account” means the login and associated credentials used to access the Platform.
“AI Output” means any text, message, content, or insight generated by AgentDesk’s AI systems in response to Client Data.
“Client Data” means data, content, or materials uploaded, provided, or transmitted by you through use of the Platform.
“Intellectual Property Rights” means all copyrights, database rights, patents, trade secrets, know-how, trademarks, trade names, and other proprietary rights.
“Order Form” means the online or written order specifying the Services, subscription term, and fees.
“Services” means the use of the AgentDesk Platform, AI agents, integrations, and related features as described on our website or in an Order Form.
“Subscription Term” means the period for which you have agreed to use the Services, as stated in the Order Form.
“Third-Party Applications” means products or services not owned by AgentDesk that interoperate with the Platform.

2. Access and Eligibility

2.1 You must be at least 18 years old and authorised to act on behalf of your organisation.
2.2 You agree to provide accurate registration details and keep them up to date.
2.3 You are responsible for maintaining the confidentiality of your login credentials and for all activity under your Account.
2.4 AgentDesk reserves the right to suspend or terminate your Account if you breach these Terms or misuse the Platform.

3. Subscriptions, Fees, and Payment

3.1 Access to the Platform is provided via subscription or licence as set out in your Order Form.
3.2 Fees are payable in advance and are non-refundable, except where otherwise required by law.
3.3 Subscriptions automatically renew for successive terms unless cancelled in writing with 30 days’ notice before renewal.
3.4 You authorise AgentDesk to charge your chosen payment method for recurring subscription fees.
3.5 All fees are exclusive of VAT and any other applicable taxes, which shall be payable by you.
3.6 Failure to pay within 14 days of invoice may result in suspension or termination of Services.

4. Use of the Platform

4.1 You may only use the Platform for lawful business purposes.
4.2 You must not:

• Attempt to copy, modify, reverse engineer, or decompile any part of the Platform.
  
• Use the Platform to send unsolicited, unlawful, or deceptive communications.
  
• Circumvent usage limits, abuse free trials, or share your login credentials.
  
• Introduce malware, bots, or automated scraping tools.
  4.3 You are solely responsible for ensuring that your use of AI-generated content complies with applicable laws (including GDPR, PECR, and marketing laws).
  4.4 AgentDesk may monitor usage to ensure compliance and prevent abuse.
  
  

5. Intellectual Property

5.1 All Intellectual Property Rights in the Platform, Services, AI models, and underlying technology remain the exclusive property of AgentDesk or its licensors.
5.2 Subject to payment of applicable fees, AgentDesk grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform during your Subscription Term.
5.3 You retain ownership of your Client Data. By submitting Client Data, you grant AgentDesk a worldwide, royalty-free licence to use, host, and process it for the purpose of providing and improving the Services.
5.4 You may use AI Output for your internal business purposes only. You acknowledge that AI Output may contain inaccuracies and should not be solely relied upon for decision-making.

6. Data Protection and Privacy

6.1 Both parties agree to comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
6.2 AgentDesk processes personal data as described in its Privacy Policy.
6.3 Where AgentDesk acts as a data processor on your behalf, our Data Processing Addendum (DPA) shall apply.
6.4 You are responsible for ensuring you have a lawful basis to share personal data with AgentDesk.

7. Confidentiality

7.1 Each party agrees to keep confidential any proprietary or confidential information disclosed by the other.
7.2 This obligation does not apply to information that is publicly available, lawfully obtained from another source, or required to be disclosed by law.

8. Disclaimers

8.1 The Platform and AI Outputs are provided “as is” and “as available”, without warranties of any kind.
8.2 AgentDesk does not warrant that:

• The Platform will be error-free or uninterrupted;
  
• AI Outputs will be accurate, complete, or appropriate for your specific use case; or
  
• Integration with third-party systems will remain uninterrupted.
  8.3 You acknowledge that AI models may occasionally produce inaccurate, incomplete, or biased content. You are solely responsible for reviewing and verifying all AI Outputs before use.
  
  

9. Limitation of Liability

9.1 Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be excluded.
9.2 To the fullest extent permitted by law, AgentDesk shall not be liable for:

• Any indirect, incidental, or consequential losses;
  
• Loss of profits, revenue, or data; or
  
• Business interruption or reputational damage.
  9.3 AgentDesk’s total liability for any claim shall not exceed the total fees paid by you during the 12 months preceding the event giving rise to the claim.
  
  

10. Termination

10.1 Either party may terminate these Terms with immediate effect if the other commits a material breach and fails to remedy it within 14 days of written notice.
10.2 Upon termination:

• All licences granted to you will cease;
  
• Outstanding fees become immediately due; and
  
• AgentDesk may delete your Account and data after 30 days, unless required by law to retain it.
  10.3 Termination shall not affect any rights or obligations accrued prior to termination.
  
  

11. Force Majeure

AgentDesk shall not be liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including natural disasters, war, terrorism, power failure, strikes, or internet outages.

12. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms.

13. Miscellaneous

13.1 These Terms constitute the entire agreement between the parties and supersede all prior agreements or representations.
13.2 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.3 AgentDesk may update these Terms periodically. Continued use of the Platform after changes take effect constitutes acceptance of the revised Terms.
13.4 You may not assign or transfer these Terms without AgentDesk’s prior written consent. AgentDesk may assign these Terms to an affiliate or successor entity.
13.5 Any notices shall be sent to: legal@agentdesk.io.