Terms of Service

1. Introduction and scope

1.1These Terms of Service (the “Terms”) form a binding agreement between you (“Customer”, “you”) and the DeskClerk AI platform (“the Platform”, “we”, “us”, “our”) governing your access to and use of the DeskClerk AI service, including the website, the administration console, the embeddable chat widget, the application programming interface, and any related documentation (together, the “Service”).

1.2By creating an account, executing an order form that references these Terms, or using the Service, you confirm that you have read and accept these Terms. If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and “Customer” refers to that organisation.

1.3If you do not accept these Terms, you must not access or use the Service. If you have purchased the Service through a reseller or another intermediary, the terms agreed with that intermediary may take precedence over these Terms to the extent of any conflict.

2. Definitions

2.1(a) “Account” means the administrative account through which you access the Service. (b) “Customer Content” means any content you upload, paste, link or otherwise make available to the Service, including documents, web pages, product information, policies and textual instructions. (c) “Visitor” means an individual who interacts with the chat widget or another visitor-facing component of the Service. (d) “Visitor Data” means messages, contact details and technical information relating to a Visitor that are processed through the Service. (e) “Output” means the responses generated by the Service from Customer Content. (f) “Order” means an ordering document, online checkout flow or plan selection that specifies the commercial terms applicable to your subscription. (g) “Subscription Term” means the period for which you have purchased access to the Service.

2.2References to “including” mean “including without limitation”. References to a statute or regulation include any successor legislation. Headings are for convenience only and do not affect interpretation.

3. Eligibility, accounts and security

3.1You must be at least eighteen years old and legally capable of entering into a contract to use the Service. You are responsible for ensuring that your use of the Service complies with the laws applicable to you and to your business.

3.2You must provide accurate account information and keep it up to date. You are responsible for all activity that occurs under your Account, including activity by your employees, contractors and agents. You must keep credentials confidential, enable available security features, and notify us promptly using the contact details published on this platform if you become aware of unauthorised access.

3.3We may suspend or restrict an Account where we reasonably believe that credentials have been compromised, that the Account is being used in breach of these Terms, or that suspension is necessary to protect the Service, our customers or third parties. Where practicable, we will give notice before or promptly after a suspension and will restore access once the issue is resolved.

4. The Service and its limits

4.1The Service provides an artificial-intelligence assistant that retrieves information from Customer Content in order to answer questions, capture contact details and support handoff to your team. The Service is a tool that assists your business; it does not replace professional judgement, and it is not a source of legal, medical, financial or other regulated advice.

4.2Output is generated automatically and may be incomplete, inaccurate or unsuitable for a particular purpose. You are responsible for reviewing the configuration, content and Output of the Service before relying on it in your business, and for maintaining appropriate human oversight. Where a question requires a qualified person, you should configure the Service to route the conversation to that person.

4.3The Service is provided on an “as available” basis. We may modify, improve or discontinue features from time to time. Where a change materially reduces the functionality you have purchased for the remainder of a paid Subscription Term, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused portion.

4.4We do not guarantee that the Service will be uninterrupted, error-free or free from harmful components, nor that Output will be accurate in every case. We will however use commercially reasonable efforts to maintain availability, to correct defects and to communicate material incidents through the status page.

5. Customer Content and licence

5.1You retain all right, title and interest in and to Customer Content. You grant the Platform a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process and display Customer Content solely as necessary to provide, secure and support the Service, and to comply with applicable law.

5.2You represent and warrant that you have all rights and permissions necessary to provide Customer Content to the Service, including any consent required for the processing of personal data contained in it. You must not upload content that infringes intellectual-property rights, that you are not permitted to disclose, or that contains sensitive personal data that the Service is not designed to process.

5.3We may use aggregated and de-identified information about the operation of the Service to maintain, improve and develop our products, provided that such information does not identify you, your Visitors or any individual, and is not used to reconstruct Customer Content.

5.4We will not use Customer Content to train models made available to other customers. Processing of Customer Content is described further in our Privacy Policy and, where applicable, our Data Processing Agreement.

6. Acceptable use

6.1You must not use the Service to: (a) violate any law or regulation; (b) infringe the rights of any person; (c) transmit malware or engage in fraudulent, deceptive or abusive activity; (d) attempt to gain unauthorised access to the Service, other accounts or our infrastructure; (e) interfere with the integrity or performance of the Service; (f) circumvent usage limits, rate limits or security controls; (g) resell or provide the Service to third parties except as expressly permitted under a separate agreement; or (h) use the Service to provide regulated advice without appropriate human oversight.

6.2You are responsible for the content of the messages your Visitors receive, for the accuracy of the answers configured for your site, and for complying with consumer-protection, advertising and data-protection laws that apply to your business.

6.3We may remove or disable access to content that we reasonably believe breaches these Terms or applicable law, and we may report unlawful activity to the relevant authorities where required.

7. Third-party services

7.1The Service may interoperate with third-party platforms, payment providers and infrastructure. Your use of a third-party service is governed by the terms between you and that provider. We are not responsible for third-party services, and we do not warrant their availability, security or accuracy.

7.2Where you enable an integration, you authorise us to exchange the information necessary for that integration to function. You may disable the integration at any time; disabling it may limit the functionality available to you.

8. Fees, taxes and payment

8.1Fees are specified in the applicable Order or on the pricing page at the time of purchase. Fees are quoted in United States dollars unless stated otherwise and exclude applicable taxes, which you are responsible for, except for taxes on our net income.

8.2Unless otherwise stated, subscriptions are billed in advance. Monthly subscriptions renew monthly and annual subscriptions renew annually until cancelled. By providing payment details, you authorise us and our payment provider to charge the applicable fees, including renewal fees, using the payment method on file.

8.3Our payment provider acts as merchant of record for online transactions and handles the calculation and collection of applicable transaction taxes. Where you purchase through an Order with different invoicing terms, those terms apply.

8.4If a payment fails, we may retry the charge and may suspend access after reasonable notice. We may charge interest on overdue amounts at the rate specified in the Order or, if none is specified, at 1% per month or the maximum permitted by law, whichever is lower.

8.5We may change fees for a future Subscription Term by giving at least thirty days' notice before the end of the then-current term. Changes do not apply retroactively to fees already paid.

9. Free trial and conversion

9.1New Accounts may receive a free trial that includes a limited number of messages or complete answers, as described at signup. A payment method is requested after the knowledge base is configured, and the trial does not expire on a timer unless stated otherwise.

9.2When the trial allowance is exhausted, the Account converts to the entry-level paid plan at the price shown at signup, unless you cancel before conversion. We will send a reminder before conversion. You may cancel at any time before the conversion date without charge.

9.3Trial allowances are provided once per customer and may not be created repeatedly through multiple Accounts. We may withhold or withdraw a trial where we reasonably believe it is being abused.

10. Cancellation, suspension and termination

10.1You may cancel your subscription at any time through the console or by contacting us. Cancellation takes effect at the end of the current billing period, and you retain access until that date. Except where required by law or expressly stated in our Refund Policy, fees already paid are non-refundable.

10.2We may suspend or terminate your access if: (a) you materially breach these Terms and fail to remedy the breach within fourteen days of notice; (b) you fail to pay undisputed fees when due; (c) your use creates a security or legal risk to us or to third parties; or (d) we are required to do so by law.

10.3On termination, your right to access the Service ends. Sections that by their nature should survive termination, including provisions on intellectual property, confidentiality, disclaimers, limitation of liability and governing law, will survive.

11. Data export and deletion

11.1For thirty days after termination, you may request an export of conversations and leads. After that period, we will delete Customer Content and Visitor Data in accordance with our retention practices, except where we are required by law to retain it or where it is contained in routine backups that are overwritten on a rolling basis.

11.2Deleting a site through the console removes its knowledge base, conversations and associated vectors. Deletion is irreversible; you are responsible for exporting any information you wish to keep before deleting a site.

12. Intellectual property

12.1The Service, including software, design, documentation, models and trademarks, is owned by the Platform or its licensors and is protected by intellectual-property laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you.

12.2If you provide feedback or suggestions, you grant us a perpetual, worldwide, royalty-free licence to use that feedback to improve the Service, without obligation to you. We will not identify you as the source of feedback without your permission.

12.3You must not remove, obscure or alter any proprietary notice in the Service, and you must not use our trademarks without prior written consent, except as permitted under a separate brand agreement.

13. Confidentiality

13.1Each party may receive information that is confidential to the other. The receiving party will use confidential information only to perform its obligations under these Terms and will protect it with at least reasonable care. These obligations do not apply to information that is public, independently developed, or lawfully received from a third party without restriction.

13.2A party may disclose confidential information where required by law or a competent authority, provided that, where legally permitted, it gives the other party prompt notice and reasonable assistance to limit the disclosure.

14. Warranties and disclaimers

14.1We warrant that the Service will be provided with reasonable skill and care and in accordance with these Terms. Your sole remedy for breach of this warranty is the correction of the Service or, if we cannot correct it within a reasonable period, termination of the affected subscription and a pro-rata refund of prepaid fees.

14.2To the maximum extent permitted by law, the Service is provided without any other warranty, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement and accuracy. We do not warrant that Output will be error-free or suitable for any particular decision.

15. Limitation of liability

15.1To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, data or business opportunity, even if advised of the possibility of such damages.

15.2Our aggregate liability arising out of or in connection with these Terms will not exceed the fees paid or payable by you for the Service in the twelve months preceding the event giving rise to the claim. This limitation does not apply to liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or fraud.

15.3You are responsible for the content you provide and for the use you make of Output. We are not liable for decisions made in reliance on Output without appropriate human review.

16. Indemnification

16.1You will indemnify and hold harmless the Platform against claims, damages, liabilities, costs and reasonable legal fees arising from: (a) Customer Content; (b) your breach of these Terms; (c) your violation of law; or (d) claims by your Visitors relating to your products, services or communications.

16.2We will indemnify you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes intellectual-property rights, provided that you promptly notify us, give us control of the defence, and provide reasonable assistance. If such a claim is made, we may modify the Service, procure a licence, or terminate the affected subscription with a pro-rata refund.

17. Changes to the Service and these Terms

17.1We may update these Terms from time to time. Material changes will be announced by email or in the console at least thirty days before they take effect, unless a shorter period is required by law or to address a security risk. Changes will not apply retroactively.

17.2If you do not agree to a material change, you may terminate the affected subscription before the effective date and receive a pro-rata refund of prepaid fees for the unused portion. Continued use after the effective date constitutes acceptance.

18. Governing law and disputes

18.1These Terms are governed by the laws of the Hong Kong Special Administrative Region, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts of Hong Kong, except that either party may seek injunctive relief in any competent court to protect its intellectual-property or confidential information.

18.2Before commencing proceedings, the parties will attempt in good faith to resolve any dispute through senior representatives for a period of thirty days. This requirement does not prevent either party from seeking urgent interim relief.

19. General provisions

19.1Neither party is liable for delay or failure caused by events beyond its reasonable control. Nothing in these Terms creates a partnership, agency or employment relationship. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition or sale of assets.

19.2If any provision is held invalid or unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver. These Terms, together with the applicable Order and any documents referenced in them, constitute the entire agreement between the parties and supersede prior discussions.

19.3Notices to you may be given by email to the address associated with your Account or through the console. Notices to us must be sent using the contact details published on this platform. Notices are deemed received on the next business day after sending.

20. Contact

20.1Questions about these Terms should be sent using the contact details published on this platform. We aim to respond within one business day. These Terms are a draft for review and must be approved by qualified counsel before they are relied upon.