OUR SERVICES

In exchange for the payments associated with the Licence you’ve selected, we will make our services (the “Services”) available to you in accordance with this Agreement and the Licence terms, which are attached to the confirmation email you receive following sign-up and each subsequent service purchase or upgrade. You agree to access and use the Services solely for lawful business or professional purposes, and to abide by our policies regarding the use of the Services, and those policies may change from time to time. You further agree not to sell, transfer, license, or otherwise make available the Services to any third person without our prior written consent. You acknowledge that particular features of the Services may change from time to time, with or without prior notice. You agree that the software, systems and data through which we deliver the Services are proprietary to Maintenance Desk Ltd. and shall in all events remain the exclusive property of Maintenance Desk Ltd.

After sign-up, you’ll receive credentials (username and password) with which you can access the Services and/or various features associated with the Services (your “Credentials”). You acknowledge that it is your sole responsibility to safeguard your Credentials from unauthorised disclosure or use, and you authorise us to provide access to the Services to any person who presents your Credentials. We may offer integrations with various other products and services, some of which require separate credentials to access. In the event you provide your credentials to any other product or service to us, you authorise us to use those credentials, and to access and use the account(s) with which they are associated and any data contained therein, for any purpose reasonably related to our provision of the Services.

In order to deliver the Services, we need your permission to perform various tasks with the calls and messages that we handle on your behalf. Accordingly, you agree that we may (i) patch calls from third parties to you to the telephone number(s) that you provide to us for those purposes; (ii) create and maintain written records of messages from third parties to you that we take on your behalf; (iii) send notifications that include the contents of, and other information related to, such messages to the email address(es) and/or telephone number(s) that you provide to us for those purposes; (iv) collect, store, and use for business purposes whatever personal or business information you provide to us in connection with the Services; (v) listen to and record your voice while using or interacting with the Services; (vi) contact you using the email address(es), telephone number(s), and whatever other contact information you provide to us; and (vii) take all other steps that are reasonably necessary in order for us to deliver the Services. You agree to inform us immediately and in writing if any of your email address(es) or telephone number(s) should no longer receive patched calls or message notifications; you acknowledge that, unless and until you do so, we will continue to patch calls and/or send such notifications to the email address(es) and/or telephone number(s) that you previously provided for those purposes.

You further agree to obtain and acknowledge that you are solely responsible for obtaining each of the permissions described above from your employees, agents, tenants and all other persons who use or interact with the Services in any way on your behalf. Similarly, you agree to obtain and acknowledge that you are solely responsible for obtaining each of the permissions described above from third parties who use or may use the Services to communicate with you.

BILLING AND PAYMENT

You will incur the monthly charge(s) associated with the Licence you’ve selected for each whole or partial month during which this Agreement remains in effect, including charges for additional services, authorised works, applicable taxes or other payments required by law, which you authorise us to collect from you.

You agree to pay us the full amount of each invoice you receive by the due date listed on the invoice. You authorise us to send your invoices to the primary email address you provided during sign-up and to inform us immediately and in writing of any change to that email address or your other billing information. If you have provided us with your credit card information or enabled any other automatic payment method you authorise us to charge the amount of each of your invoices to your credit card or via such other automatic payment method immediately upon each invoice’s issuance. You further authorise us to charge your credit card or such other automatic payment method immediately in the event that you purchase any authorised works, product, service, upgrade, integration or request any other chargeable item. You agree to inform us immediately of any change in your credit card or other payment information, which shall be in writing. You guarantee and warrant that you are the legal owner of such credit card or the account associated with your automatic payment method and that you are legally authorised to accept charges from Maintenance Desk Ltd.

TERM AND TERMINATION

This Agreement will continue on a month-to-month basis until you or we terminate it in accordance with this paragraph. This Agreement will be in effect for a minimum period of 30 calendar days. Following that period, either you or we may terminate this Agreement at any time, for any or no reason, upon written notice to the other party. We may terminate this Agreement at any time if, in our sole discretion, we determine that you have violated any provision of this Agreement or our policies regarding the use of the Services, and those policies may change from time to time, specifically the “Fair Use Policy”.

FAIR USE POLICY
After the first 30 calendar days, the free licence is granted on a month-by-month basis, in good faith and access to the services under that licence is offered free of charge, provided that at least one invoice for an authorised maintenance job or other service has been issued and settled during the previous 30 days.

Notwithstanding any of the foregoing, the parties expressly acknowledge that the provisions of the following sections (“DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION” and “MISCELLANEOUS”) will survive the termination of this Agreement, and that the termination of this Agreement will not be deemed to extinguish, or construed as a waiver of our right to enforce any obligation that arose during the term of this Agreement.

DISCLAIMER OF WARRANTIES, REMEDIES, AND INDEMNIFICATION.

EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, MAINTENANCE DESK LTD. FURNISHES THE SERVICES “AS IS”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In particular, but without limiting the foregoing, we do not warrant that we will have sufficient resources to handle unexpected increases in call and message volumes, that the Services will be error-free, or that the Services will operate without delays or interruptions; we expressly disclaim any and all warranties to that effect.

OUR ENTIRE LIABILITY ON ALL CLAIMS OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE LIMITED, IN THE AGGREGATE, TO THE AMOUNT PAID BY YOU IN FULL OVER THE TWELVE (12) MONTHS PRECEDING THE EVENT(S) GIVING RISE TO SUCH CLAIMS. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOST REVENUE, OR LOSS OF GOODWILL) ON ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

You agree to indemnify, defend, and hold harmless Maintenance Desk Ltd. from and against any and all claims, losses, demands, liabilities, costs, and expenses suffered or incurred by us as a result of, or in connection with, any third party claim or cause of action against us (including, but not limited to, all legal fees and costs incurred in defending against such claim or cause of action) where the claim or cause of action was or is alleged to have been caused, in whole or in part, by any wrongful act or omission by you, your employee(s), tenant(s) or your other agent(s), including, without limitation, any breach of this Agreement.

MISCELLANEOUS

This Agreement supersedes all previous agreements between you and Maintenance Desk Ltd., in whatever form, and (except for terms describing additional charges, authorised works charges, and monthly charges associated with the Licence you’ve selected) constitutes the full, final, and entire agreement between you and us regarding this Agreement’s subject matter. You acknowledge and agree that all promises, representations, statements, and other information that wholly or partly induced you to enter into this Agreement are contained expressly herein. In delivering the Services, we shall act solely as an independent contractor, and nothing in this Agreement shall be construed to create any partnership, joint venture, fiduciary, or employment relationship between you and us or any of our employees, sub-contractors or other agents.

This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law. You further agree (i) that you will not assert any class, collective, or representative action claims against us, whether in arbitration or otherwise, which actions are hereby waived, and (ii) that, in the event of a dispute, you shall submit only your own, individual claim(s) and will not seek to represent the interests of any other person or entity.

A failure or delay by either party to enforce any term of this Agreement shall not constitute a waiver of that party’s right to enforce that term or any other term of this Agreement. The provisions of this Agreement may be amended or waived only if written and signed or otherwise approved by us. The provisions of this Agreement are severable, and if any provision hereof is held to be invalid, illegal, or unenforceable in any respect, it shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect. We may assign this Agreement without prior notice. You acknowledge and agree that the rights and obligations imposed by this Agreement are unique and personal to you and that you may not assign this Agreement without our written consent.