Appamondo Zendesk Service Terms

Glossary

“Service Provider”: Refers to MIMASM Limited, trading as Appamondo registered number 07783734 whose registered office is at Boho One, Bridge Street West, Middlesbrough,TS2 1AE

“Customer”: Refers to the party receiving services from the Service Provider.

“Go-Live”: Refers to the date of commencement of live services within Zendesk, or activation of a built zendesk integration, modification, or third party connector.

Background

  • By paying for, and/or receiving services from the Service Provider, the Customer agrees to the conditions laid out in this Document, and is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.
  • The Service Provider is agreeable to providing such services to the Customer on the terms and conditions laid out in this document.

In consideration of matters described above and of the mutual benefits and obligations set forth in this Document, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider (individually the “party” and collectively the “parties” to this Document) agree as follows:

Services Provided

1. The Customer agrees to engage the Service Provider to provide the Customer with services (the “Services”) consisting of Zendesk consultancy, integration, design, development, training or implementation services.

2. The Service Provider may also provide Management and Support Services (“Managed Services”) for Zendesk, or bespoke applications. A summarised example is provided in Schedule 1 of this Document.

Term

3. The term for Managed Services rendered pursuant to item 2. (the “Term”) will begin on the date of commencement of live Services (‘Go-Live’ date), or receipt of payment of the Service Providers first invoice, whichever is sooner. The conditions laid out in this document will remain in full force and effect for 12 months, subject to earlier termination as detailed in this Document and thereafter shall renew for a further 12 successive Months (“Renewal Period”) unless terminated by the Customer, giving no less than one month’s notice to the Service Provider, such notice to expire on the last day of the initial access Term or of a Renewal Period. Single engagement Services provided will be deemed to have a Term commencing on date of received Purchase Order or Signed Quotation, and ceasing upon payment of Fees due.

Performance

4. The Parties agree to do everything to ensure that the terms of this Document take effect.

Currency

5. Except as otherwise stated, any and all monetary amounts referred to by Appamondo are in Great British Pounds Sterling.

Payments

The Customer shall pay the fees for Zendesk Services rendered by the Service Provider (“the Fees”) under the following payment terms:

6.1 Payment of all invoices shall be received no later than 21 days from the date of invoice.

6.2 All prices are exclusive of VAT unless otherwise stated and the Customer will pay any and all tax duties and other government charges payable in respect of the Service in accordance with UK legislation in force at the tax point and all other taxes and duties payable in connection with the supply of the Services to the Customer.

6.3 Payment of all sums due under this Document shall be made by Customer without any set-off, deduction or withholding whatsoever.

6.4 For the purpose of pro-rating, Licences or Managed Services rendered within a given period will constitute a full billing period.

6.5 The Service Provider may increase the total fee for Managed Services: (a) where the Customer requires additional Users; or (b) by no less than two Months’ notice to take effect at the start of a Renewal Period.

6.6 The Service Provider reserves the right to charge interest on any outstanding amount accruing at the rate of 8% above the Bank of England Base rate.

6.7 The Service Provider will be entitled to levy a service charge to cover administrative, reclamation and other associated costs in relation to overdue accounts at the rate of 3% per month outstanding.

6.8 The Service Provider may suspend provision of The Services, cease their development, or terminate The Services in the event of late payment by the customer, after issuing suitable notice by email to the Customer, and allowing for a grace period of a period not shorter than 5 business days.

Liability

7. The Service Provider does not exclude or restrict liability for fraud, or for death or personal injury caused by its negligence, and shall not be liable to the Customer for loss of profit, revenue, contracts, anticipated savings or any other indirect or consequential loss. In any event, the Service Provider shall not be liable to the Customer for more than the Fees.

Termination

8.1 The Customer may terminate Services provided under this Document on 30 Calendar Days’ notice, such notice not to expire before the end of the applicable committed period (the Term).

8.2 In the event of termination by:

(a) the Customer of this Service

(b) the Customer within its committed period (the Term); or

(c) The Service Provider for material breach of obligations by the Customer,

8.3 the Customer will be liable to pay all applicable Early Termination Charges, Cancellation Charges and any Charges to be applied, including, but not limited to the remaining Fees due for any remainder of the agreed term.

8.4 Following termination of the Services the Service Provider shall be under no obligation to provide the Customer with access to any service, management tools or interfaces provided to the Customer.

Confidentiality & Data Protection

9.1 The recipient of any Confidential Information will not disclose that Confidential Information, except to the company, employees and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities may use such Confidential Information only to exercise rights and fulfil obligations under this Document, while using reasonable care to protect it. The recipient may also disclose Confidential Information when required by law after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

9.2 Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

9.3 The Service Provider agrees to comply and have adequate measures in place to ensure that its staff comply at all times with the provisions and obligations contained in (as amended from time to time) The Data Protection Act 1998

Governing Law

10.1 This Document will be governed, by and construed in accordance with, the law of England and Wales and shall be subject to the exclusive jurisdiction of the English courts.

Intellectual Property

11.1 Under United Kingdom, European and U.S. copyright law, The Service Provider retains ownership of the original artwork pieces created for the Customer, although the Customer shall be owner of the final product/implementation (i.e. website, help centre). Any original artwork produced may not be reproduced without prior written consent.

11.2 All code developed during the Term is the property of The Service Provider and may be reused in its future projects and business interests, and sold in part or whole at its discretion.

11.2.1 The Customer is granted the right to modify its particular implementation of any code developed by The Service Provider for use in accordance with its business. Modified code or derivatives thereof contain the Intellectual Property of The Service Provider, and cannot therefore be sold in whole or part, or as part of a service offering.

Warranties

12.1 Warranties. Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under this Document.

12.2 Disclaimers. No conditions, warranties or other terms apply to any Services or to any other goods or services supplied by The Service Provider under this Document unless expressly set out in this Document. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description).

Limitation of Liability

13.1 Nothing in this Document shall exclude or limit either party’s liability for: (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; (c) breach of any implied condition as to title or quiet enjoyment; or (d) misuse of confidential information.

13.2 Save to the extent that this Document expressly states otherwise, nothing in this Document shall exclude or limit either party’s liability under Item 12 (warranties).

13.3 Subject to Items 13.1 and 13.2, neither party shall be liable under this Document (whether in contract, tort or otherwise) for any of the following losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties within the dates of the Term):

  • a. loss of actual or anticipated profits (including loss of profits on contracts);
  • b. loss of anticipated savings;
  • c. loss of business opportunity;
  • d. loss of reputation or damage to goodwill; and
  • e. special, indirect or consequential losses.



Schedule 1

Detail of Managed Service Provision

The Service Provider may include managed services as part of its provision. Where offered, these services may include support or management for Zendesk, or bespoke applications created by The Service Provider. An example support structure is outlined below.

The Service Provider will Deploy, Educate & Support The Customer and its Agents to deliver technology as a service. With specific reference to Zendesk as a managed service, The Service Provider utilise a 3 step method and approach, as summarised below:

1 - The Service Provider will create and set up your Zendesk instance, migrate your existing user data into the platform, and work with you to move your processes into their new home.

2 - The Service Provider will teach every Agent how to use their new applications, individually, or in groups, by video, voice, document and demo.

3 - The Service Provider will support The Customer, on a per Agent basis. Direct, personal support to each individual Agent during office hours (08.30-17.30, Mon-Fri, UK Time). Email, web ticket, web chat, Twitter, remote access, video and phone support available.

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