(For Companies using Nuedesk to power their support and customer engagement)
Effective Date: January 1, 2025
These Terms and Conditions (“Terms”) set out the basis upon which Nuedesk Technology Limited (“Nuedesk”, “we”, “us”, “our”) supplies its software and services to the business entity identified in the online subscription process (“the Customer”, “you”, “your”). These Terms constitute a binding agreement between the parties.
By accessing or using the Services, you agree to be bound by these Terms.
1.1 “Services” means the Nuedesk customer support, messaging, automation, live chat and ticketing platform, including all integrations, tools, features, and updates.
1.2 “Customer Data” means all data, messages, content, files, and information submitted or transmitted by the Customer through the Services.
1.3 “Third-Party Providers” means external platforms integrated with Nuedesk, including Meta (Facebook, Instagram, Messenger), WhatsApp, email service providers, cloud hosting services, payment processors, analytic tools, and any other service partners.
1.4 “Agreement” means these Terms together with any applicable Order Form, Data Processing Agreement (DPA), and Privacy Policies.
2.1 This Agreement shall commence on the date the Customer first accesses the Services and shall continue unless terminated under Clause 17.
2.2 Subscription terms renew automatically unless cancelled in accordance with these Terms.
3.1 The Customer shall use the Services solely for lawful business purposes and in accordance with these Terms.
3.2 The Customer shall ensure that all authorised users comply with these Terms and shall be responsible for any breach by such users.
3.3 The Customer shall not:
4.1 The Customer acknowledges that the Services rely upon integrations with Third-Party Providers, including but not limited to:
4.2 The Customer shall comply with all applicable terms, technical requirements, data policies, messaging policies, and restrictions imposed by such providers.
4.3 Nuedesk may suspend or restrict integrations without liability if required to do so by any Third-Party Provider.
5.1 The parties agree that, where Nuedesk processes Customer Data on behalf of the Customer, the Customer shall be the “data controller” and Nuedesk shall be the “data processor”.
5.2 Data processing performed by Nuedesk on behalf of the Customer is governed by our Data Processing Agreement (DPA), which forms part of these Terms.
5.3 Nuedesk shall implement appropriate technical and organisational measures to safeguard Customer Data in accordance with applicable data protection laws.
5.4 The Customer shall ensure that it has obtained all necessary consents and notices to lawfully process Customer Data through the Services.
6.1 Nuedesk retains ownership of all intellectual property rights in the Services, including software, source code, designs, documentation, templates, and branding.
6.2 Nothing in this Agreement transfers ownership of Nuedesk’s intellectual property to the Customer.
6.3 The Customer is granted a non-exclusive, revocable licence to use the Services for its internal business purposes only.
7.1 The Customer retains ownership of all Customer Data submitted to the Services.
7.2 The Customer grants Nuedesk a limited licence to access, transmit, store, and process Customer Data only as necessary to provide the Services.
7.3 Nuedesk shall not sell or use Customer Data for advertising or unrelated purposes.
8.1 Certain features of the Services may be released as beta or experimental functionality. Such features are provided strictly on an “as-is” basis and may be modified, limited, or discontinued at any time without notice.
9.1 The Customer acknowledges that service availability may depend on Third-Party Providers, internet connectivity, and other external factors.
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9.2 Nuedesk does not guarantee any minimum response times, uptime, or service levels except where required under NDPA/NDPR or where a separate written Service Level Agreement (SLA) has been executed.
10.1 All subscription fees shall be payable in accordance with the Customer’s chosen plan.
10.2 All payments are non-refundable except where a refund request is submitted within forty-eight (48) hours of the original transaction or where required by law.
10.3 Failure to pay fees when due may result in suspension or termination of the Services.
11.1 Each party shall keep confidential all non-public, proprietary, or sensitive information of the other party and shall use such information only for the purpose of performing this Agreement or as required by law.
11.2 The obligations in this Clause shall survive termination of the Agreement.
12.1 To the fullest extent permitted by law, Nuedesk shall not be liable for:
12.2 Nuedesk’s total aggregate liability shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the claim.
13.1 While Nuedesk implements reasonable safeguards to protect data, we do not guarantee protection against data loss, corruption, unauthorised access, or service interruptions.
14.1 Nuedesk may assign or subcontract any of its rights or obligations under this Agreement.
14.2 The Customer shall not assign or transfer its rights or obligations without Nuedesk’s prior written consent.
15.1 Neither party shall be liable for any delay or failure caused by events beyond reasonable control, including power failure, network outages, Third-Party Provider outages, fire, flood, war, strikes, pandemics, or governmental actions.
16.1 All notices shall be in writing and delivered via email or other recognised method.
16.2 Notices from Nuedesk shall be sent to the Customer’s most recent email address on record.
17.1 Either party may terminate this Agreement with written notice.
17.2 Nuedesk may suspend or terminate Services immediately if the Customer:
17.3 Upon termination, Customer Data will be handled in accordance with the Privacy Policy and DPA.
18.1 These Terms shall be governed by and interpreted according to the laws of the Federal Republic of Nigeria.
18.2 Any dispute arising under this Agreement shall be subject to the laws of the Federal Republic of Nigeria. Disputes are subject to the jurisdiction of Nigerian courts.
For legal or support enquiries, please contact:
legal@nuedesk.com
Last Updated: January 1, 2025