General Terms and Conditions of Services
Last updated: September 11, 2026
These General Terms and Conditions of Services (the "Terms") govern the provision of the ZeroDesk software service (the "Services") by ZeroDesk ("ZeroDesk", "we", "us" or "our") to the customer identified in the applicable quote or order (the "Customer", "you" or "your").
1. Applicability
These Terms apply to and are incorporated into every quote, order confirmation, subscription and provision of Services by us to you. By accepting a quote, signing an order, or accessing or using the Services, you accept these Terms in full.
Any terms or conditions proposed by you that add to, vary from or conflict with these Terms are rejected and have no effect unless expressly accepted by us in writing.
2. Quotes
Quotes are valid for the period stated on the quote and are subject to withdrawal or revision by us at any time before acceptance. A quote is an invitation to contract and does not constitute a binding offer until confirmed by us in writing.
Quotes are based on the information you supply. If that information proves to be incomplete or inaccurate, we may adjust the quote accordingly.
3. Entire Agreement
These Terms, together with the applicable quote or order, our Terms of Use and our Privacy Policy, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous understandings, agreements, representations and warranties, whether written or oral.
4. Priority of Terms
In the event of a conflict, the following order of precedence applies: (a) the signed order or quote accepted in writing by both parties; (b) these Terms; (c) our Terms of Use; (d) any other document referenced.
5. Services; Additional Work
We will provide the Services described in the applicable quote or order with reasonable skill and care. The Services are provided as a hosted software subscription and are made available over the internet.
Any work requested by you that falls outside the scope described in the quote (including bespoke integrations, data migration, custom catalog preparation or additional training) constitutes additional work and will be quoted and charged separately.
We may modify, improve or replace features of the Services from time to time, provided that no such change materially reduces the core functionality you have subscribed to.
6. Performance Dates
Any dates given for the commencement or completion of Services are estimates only. Time is not of the essence. We will use commercially reasonable efforts to meet estimated dates but are not liable for any delay.
7. Customer's Obligations
You shall:
- Provide us with timely access to the information, data, catalogs, price books and personnel reasonably required to provide the Services.
- Ensure that all data you supply is accurate, complete and lawfully obtained, and that you have the right to provide it to us.
- Keep account credentials confidential and remain responsible for all activity under your account.
- Use the Services only in accordance with these Terms, our Terms of Use and applicable law.
- Review every proposal, document and output generated with the Services before it is sent to a third party. You remain the reviewer and the author of record for all output you send.
8. Customer's Acts or Omissions
If our performance of any of our obligations is prevented or delayed by any act or omission by you or your agents, subcontractors or employees, we shall not be liable for any costs, charges or losses sustained or incurred by you arising directly or indirectly from such prevention or delay, and you shall reimburse us on written demand for any costs or losses we sustain or incur as a result.
9. Fees and Expenses
You shall pay the fees set out in the applicable quote or order. The billing cycle and any discounts are those stated there. Unless stated otherwise, fees are exclusive of taxes.
We may adjust fees for any renewal term on the notice set out in the applicable quote or order.
10. Taxes
You are responsible for all sales, use, value-added, withholding and similar taxes, duties and levies imposed on the Services, other than taxes based on our net income. Where you are required by law to withhold any amount, the amount payable to us shall be increased so that we receive the amount we would have received had no withholding been required.
11. Intellectual Property; Marketing
All intellectual property rights in and to the Services, including the software, models, interfaces, documentation and any improvements, remain our exclusive property or that of our licensors. Nothing in these Terms transfers any ownership in the Services to you.
Subject to your payment of the applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services during the term, solely for your internal business purposes.
You retain all rights in the data, catalogs, recordings and documents you provide or generate through the Services ("Customer Data"). You grant us a limited licence to host, process and transmit Customer Data solely as necessary to provide the Services and to maintain and improve their security and reliability.
We will not publish your name, logo or any statement attributed to you for marketing purposes without your prior written consent.
12. Indemnification
You shall indemnify, defend and hold harmless us and our affiliates, officers, employees, agents and contractors from and against any claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or resulting from (a) your breach of these Terms, (b) Customer Data or your use of any output generated with the Services, or (c) your violation of applicable law or the rights of a third party.
13. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT GENERATED WITH THE SERVICES WILL BE COMPLETE OR ACCURATE. YOU ARE RESPONSIBLE FOR REVIEWING ALL OUTPUT BEFORE RELYING ON IT OR SENDING IT TO A THIRD PARTY.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limited Remedy of Customer
If the Services materially fail to conform to these Terms, your sole and exclusive remedy, and our entire liability, is for us to use commercially reasonable efforts to correct the non-conformity within a reasonable period or, if we are unable to do so, to refund the fees paid for the affected period.
15. Limitation of Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, ANTICIPATED SAVINGS, GOODWILL OR DATA, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Limitation of Liability
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR THE SERVICES UNDER THE APPLICABLE ORDER.
17. Limitations Absolute
The limitations and exclusions in sections 13 through 16 apply to the fullest extent permitted by applicable law, form an essential basis of the bargain between the parties, and apply even if any limited remedy fails of its essential purpose. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for intent or gross negligence or for injury to life, body or health.
18. Term and Termination
The subscription begins on the start date stated in the applicable quote or order and runs for the term set out there, together with any renewal and notice periods stated there.
Either party may terminate for cause if the other party materially breaches these Terms and fails to cure the breach within a reasonable period after written notice.
On termination, your right to access the Services ends. Upon written request made within a reasonable period after termination, we will make Customer Data available to you for export in a commonly used format, after which we may delete it.
19. Data Protection and Confidentiality
Each party shall keep confidential all non-public information disclosed by the other party and shall not use it except as necessary to perform under these Terms. We process personal data in accordance with our Privacy Policy and applicable data protection law, and we maintain technical and organizational measures appropriate to the risk.
20. Force Majeure
Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, epidemic, failure of the public internet, or failure of third-party hosting or telecommunications providers. This section does not excuse any payment obligation.
21. Waiver
No waiver of any provision of these Terms is effective unless made in writing and signed by the waiving party. No failure or delay in exercising any right operates as a waiver of that or any other right.
22. Assignment
You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, reorganization or sale of all or substantially all of our assets.
23. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise or employment relationship between the parties.
24. No Third-Party Beneficiaries
These Terms are for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein confers upon any other person any legal or equitable right, benefit or remedy.
25. Notices
All notices under these Terms shall be in writing and shall be deemed given when sent by email to info@zenith-ai.de (for notices to us) or to the email address on file for your account (for notices to you), provided no delivery failure is received.
26. Severability
If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
27. Survival
Provisions which by their nature should survive termination shall survive, including sections on fees, intellectual property, indemnification, warranties, limitations of liability, confidentiality, governing law and dispute resolution.
28. Amendment and Modification
We may amend these Terms from time to time. We will give you reasonable advance written notice of any material change. If you do not accept a material change, you may terminate the subscription effective as of the date the change takes effect; continued use of the Services after that date constitutes acceptance.
29. Interpretation
Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation". These Terms shall not be construed against the drafting party.
30. Governing Law; Jurisdiction and Venue
These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods.
The exclusive place of jurisdiction shall be the courts having jurisdiction at our place of business in Germany, provided that we may also bring proceedings at your place of business.
31. Injunctive Relief
Each party acknowledges that a breach of the confidentiality or intellectual property provisions of these Terms may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching party shall be entitled to seek injunctive relief.
Contact
Questions about these Terms: info@zenith-ai.de
ZeroDesk is operated from Germany and is a product of Zenith AI.