DESK — Client Agreement

SCOPE OF THIS AGREEMENT

DESK will grant Client access to and the right to use the Services, and Client shall use and pay for the Services in accordance with the provisions of this Agreement.
To access and use the Services, Customer must comply with the documents set forth in Section 18 of this Agreement ("Related Documents"), which are an integral part of this Agreement.
Data processing and data security shall be governed by a separate Supplementary Data Processing Agreement referred to in this Agreement.
Except as expressly stated herein, this Agreement does not grant either party any implied or other rights to the other party's Content or any intellectual property rights of the other party.

CHANGES.

DESK may modify the terms of this Agreement, including prices and any attached or Related Documents, from time to time in the manner provided in this Agreement.
DESK will inform the Client at least ten (10) calendar days prior to the entry into force of any changes to this Agreement or related documents, unless the changes relate to new technical functions of the Services or new Services, for which DESK is generally always entitled, in which case they will take effect immediately after publication on the Site without prior notice.
DESK will notify the Client of changes to this Agreement via the Management Console or by sending an email to the email address registered by the Client.
If Customer does not agree to the changes to this Agreement and/or related documents, Customer may terminate this Agreement by sending a written notice of termination within ten (10) calendar days of the effective date of the changes. After ten (10) calendar days without such notice, it shall be deemed acceptance of the amended terms by Customer.

TRIAL PERIOD

DESK may decide on a case-by-case basis to grant the Client a Trial Period to test the Services. The Trial Period will be limited to the duration and scope of the rights of use granted by DESK. DESK may also post information about the terms and limitations of use of this Grant during the Trial Period on the Site or will notify the Client via the Management Console or by email.
DESK may keep a record of the Client's use of the Services in order to determine the end date of the Trial Period (expiry of the granted usage rights).
If the Customer continues to access and use the Services after the Trial Period expires, it shall be deemed the Customer's acceptance of the paid version of the Services in accordance with the terms of this Agreement. The Customer may switch to the paid version of the Services before the end of the Trial Period by changing the relevant settings in the Management Console. In this case, the Grant not selected during the Trial Period will be retained and the fee for the Services in the paid version will be reduced accordingly for the Customer. In any case, the Grant granted during the Trial Period is limited to the time of the Trial Period set for the Customer and is cancelled thereafter.
Before granting access to the paid version of the Services, DESK may ask the Client to provide additional documents and information confirming the accuracy of the Client's data provided during the initial registration procedure. In case of failure to provide additional requested documents and information, DESK may suspend the Client's access to the Services.
DESK may at any time restrict technically and functionally the use of the Services provided under the Trial Period. For the avoidance of doubt, the Service Levels specified in the SLA will not apply to the Trial Period.

ACCESS TO SERVICES AND MANAGEMENT

To access the Platform and Services, Customer must have an account on desk.dexp.ae associated with a valid email address.
The Client will access the Platform via its own internet connection and is solely responsible for arranging internet access with its internet access provider. DESK excludes all liability and warranties (express or implied) for the transmission or receipt of data over the Client's Internet connection.
Customer may order, configure and manage the Services through the Management Console, including through the command line interface or API of the Services.
Additional technical and organisational conditions of how the Client can access and use the Services are defined in the Documentation posted on the Site and/or in the Management Console.
If Customer authorises any third parties to operate the Services on Customer's behalf, such third parties (Customer's representatives) must comply with the terms of this Agreement and any attached or related documents referred to in the Agreement. Customer is responsible for all activities that occur under his or her account, whether such activities are authorised by Customer or performed by Customer, its employees or a third party (e.g. contractors, agents or Users). All acts or omissions of such third parties will be borne by Customer as if they were Customer's own.
If the Client and third parties interact to manage the Services, DESK acts solely as an intermediary who has made such interaction technically possible. DESK performs the interaction-related transfer, storage and provision of access to the information that the Client provides to third parties, without modifying the information. DESK does not control or monitor the Content posted on the Platform resources by the Client or any third parties under its control, and is not responsible for the accuracy, quality and admissibility of the Content.
Suspension. DESK may suspend or restrict Customer's access to or use of the Services in the following cases:
1. Customer's failure to comply with the terms of the Acceptable Use Policy (AUP);
2. breach of the Client's warranties and representations;
3. overdue payment of fees payable under this Agreement;
4. force majeure;
5. if DESK is required to do so by law, government regulation, court order, subpoena, warrant, request by a government agency or department, or other applicable legal authority, court procedure, or similar procedure;
6. if Customer uses the Services in violation of third party intellectual property rights or similar rights (see "Taking Action" referred to in Section 4.6) or applicable law;
7. in any other instances set forth in this Agreement and the documents referred to in this Agreement, including violations of Section 7.4 generally and Section 7.4.10 specifically;
8. in other cases specified in Section 7.2.6 of this Agreement.

SERVICE PRICES

Links to the applicable Service Fees for a particular Service are available on the Site at desk.dexp.ae A Service Fee unit not fully expended by the Customer will continue to be charged as full unless otherwise stated in the Special Conditions. The tariffs for services listed on the Site are exclusive of all applicable taxes, unless expressly stated otherwise.
By entering into this Agreement, the Client declares that he/she has read and agrees to the current Service Tariffs posted on the Site. DESK may change the Service Fees from time to time by updating the relevant information on the Site at the price URLs for certain Services, subject to prior notice to Client in accordance with this Section 2.2. The updated Service Fees shall be effective as of the date specified at the time of publication, but in any event not before the beginning of the next accrual period following the period during which the Fees were changed.
DESK may provide discounts or price offers to the Client depending on the number of Services ordered by the Client, time of use and other parameters to measure the use of the Services. Discounts (bonuses) and special price offers for Clients are set in permanent and temporary (with a limited validity period) offers (promotions) detailed on the Website or in the Management Console.

PAYMENT PROCEDURE

The Client shall pay Service Fees based on his/her use of the Services in accordance with the Tariffs published on the portal desk.dexp.ae, unless other payment terms are set out in the Terms of Service.
The Customer may use the Services only if the balance in Personal Account is positive.
DESK shall, no later than 7 (seven) calendar days after the end of the Charging Period, provide the Customer with an invoice based on the number of Services ordered and used by the Customer during the Charging Period. Statistics on the use of Services during the Charging Period are available in the Management Console.
If Customer does not submit any written objections to the account within thirteen (13) calendar days after the Accrual Period, Customer waives any claims regarding statistics and fees during the Accrual Period (except for claims submitted pursuant to the SLA).
The Customer is fully responsible for the correctness of payments. When paying by bank transfer, the Customer shall specify the Contract number and Personal Account number.
The Client agrees to pay all applicable Fees and Charges for the use of the Services using one of the payment methods supported by DESK. All bank fees and commissions associated with payment for the Services shall be paid by the Client. The Customer's obligation to pay all Service Fees is non-cancellable. All amounts payable by the Client under this Agreement may not be withheld or deducted by set-off of counterclaims.
Use of the Linked Corporate Card. When entering into the Agreement, the Customer may activate the Linked Corporate Card payment method in the relevant section of the Management Console.
1. By activating a corporate linked card as a payment method, the Customer expressly agrees and authorises DESK:
  1. initiate one or more debits for the total purchase amount from these cards;
  2. process and store the following data: Customer's name, card expiry date and PAN number, which have been specified by the Customer by linking the corporate linked card;
  3. to transmit corporate linked card data to an authorised payment processor, e-money operator or other settlement parties and interact with information technology.
    
    Payment options with a corporate linked card are performed by DESK with the participation of an authorised payment processor, e-money operator or other parties to the settlement and information technology interaction. DESK does not guarantee error-free and trouble-free operation of the said parties of settlements and information technology interaction
2. When specifying the details of the corporate linked card and further use of the corporate linked card, the Customer confirms and guarantees that the Customer has provided true and complete information about the bank card and complies with the rules of international payment systems and the requirements of the bank that issued the corporate linked card, including with regard to the procedure of non-cash settlements. Transaction confirmation shall include the following data related to this Agreement: card number, transaction amount, surcharge (if applicable), transaction currency, transaction date, authorisation code, Customer's location.
3. The Corporate Linked Card Data shall be used for the purposes of entering into and performing the Agreement during the term of this Agreement. DESK transmits and receives only those Corporate Linked Card Data that are necessary for the specified purpose.
4. Customer can contact via email if there are any questions regarding cancellation and/or refunds.

RIGHTS AND OBLIGATIONS

DESK is committed to:
1. provide the Customer with Technical Support Services ("TSS") in accordance with the provisions of the Technical Support Regulations;
2. not disclose Customer Data without authorisation to third parties for such third parties unless the obligation to provide such data is required by applicable law or government regulation or approved by Customer under this Agreement or in writing;
3. notify the Client by e-mail of all incidents with the Client's data that jeopardise the Client's user data, except in cases stipulated by the applicable law;
4. not to use Customer Data and Customer Content uploaded to the Platform resources for purposes contrary to the purposes of this Agreement and/or in violation of applicable laws.
DESK can:
1. set and change the Limits and Credit Limits on the use of Services; set quotas; change Quotas at the Customer's request. Limits, quotas, credit limits and other restrictions on the use of the Services may differ for different categories of Clients;
2. scan publicly available Platform resources from time to time using special software to verify compliance with security requirements and to determine whether dangerous or illegal Content is being uploaded to Platform resources, provided that Customer Content is safe;
3. take preventive measures to maintain the Platform that result in temporary disruptions to the Services to the extent permitted by the terms of this Agreement and the documents specified in the Agreement, subject to prior notice to the Customer;
4. request additional information and/or documents from the Client to confirm the accuracy of the data provided when the Client registered on the Platform. DESK may suspend the Client's access to the Services if the Client fails to provide the requested information within 7 (seven) calendar days from the date of the request;
5. engage third parties to provide the Services, but shall be responsible for its actions in accordance with the additional terms and conditions set out in the Data Processing Addendum;
6. restrict or block access to the Client's Content that the Client has uploaded to the Platform resources, or suspend the Client's access to a particular Service in the following cases:
  1. If DESK is required to do so by law, government regulation, court order, subpoena, warrant, state regulation or agency request, or other valid legal authority, judicial proceeding, or similar procedure;
  2. if DESK receives any allegation, complaint, grievance, claim, request, demand or any other enquiry from a third party stating that Customer Content violates the rights of a third party or applicable law;
  3. If Customer Content threatens the normal operation of the Platform and Services.
7. organise events for the Client aimed at familiarisation with the Platform and Services
The client can:
1. receive Universal Trade Offers (UTA) to the extent and in accordance with the procedure provided for by this Agreement and the Technical Support Provision;
2. contact DESK with any questions regarding the availability of the Services.
The client shall:
1. pay for the Services in a timely manner;
2. comply with all laws, rules and regulations applicable to the use of the Services;
3. independently make backup copies of the Client's Content;
4. inform DESK immediately in case of technical problems;
5. provide secure storage and prevent tampering of login data that the Customer uses to access the Services;
6. obtain and maintain any required consents, authorisations, registrations, registrations, registrations, etc. necessary to authorise the processing of Customer Content in accordance with this Agreement;
7. inform DESK about changes in the Client's details no later than 7 (seven) calendar days from the date of such changes;
8. not to use the intellectual property of third parties in violation of copyrights, patents, trademarks and licence restrictions;
9. not transfer its rights and obligations under this Agreement to third parties without the written consent of DESK;
10. not to use the Services to create web services, software or otherwise if such use violates applicable law and/or the rights of third parties;
11. not decompile, disassemble or circumvent technical limitations of DESK Services and software products;
12. not disable, distort or otherwise attempt to circumvent any billing or accounting mechanisms for the Services used by Customer.

PERSONAL DATA AND DATA PROCESSING

DESK processes the data that the Client has indicated when registering and logging into the Platform, including data collected from technical sources (log files, IP addresses, etc.) by any means as a data controller in order to fulfil DESK's legitimate interests and to conclude, administer, execute and enforce this Agreement.
The Client shall inform its employees and agents of such processing of their personal information by DESK and shall provide them with all information necessary to ensure that DESK complies with its notification obligations under applicable data protection and privacy laws
The data and personal information referred to in this section shall be processed during the term of the Agreement and, after its termination, during the statute of limitations, unless otherwise provided by law, but in any case for at least 365 days.
Except for data processed as described in section 8.1, DESK acts as a data processor on behalf of the Client. If the Client posts personal information of third parties, particularly in Content, including the Client's employees, using the Services, the Client is responsible for ensuring that such personal information is collected, processed and shared with DESK in compliance with applicable data protection and privacy laws. Such compliance may require notifying affected data subjects or obtaining consent before transferring their personal information to DESK using the Services.

INDEMNITY

Client agrees to defend DESK , its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, directors and indemnify and hold harmless DESK, its affiliates, agents, subcontractors, partners, licensors and each of their respective employees, officers, directors and indemnitors from and against any and all damages arising from any third party claims relating to: Content; (b) Customer's use of the Services (including any activity under Customer's account and use by Customer's employees and personnel); (c) breach of this Agreement and any Related Documents or violation of applicable law by Customer (including any person/entity registered to Customer's account and/or Customer's employees and personnel). Client will reimburse DESK for DESK's reasonable attorneys' fees and court costs.
DESK will defend and indemnify the Client against any third party claims alleging that the Services infringe or misappropriate the intellectual property rights of third parties. DESK's indemnification shall be limited to the amount of any adverse final judgement or settlement.
The obligation applies only if the Client: (a) gives DESK prompt written notice of the claim; (b) allows DESK to control the defence and settlement of the claim; and (c) reasonably cooperates with DESK in the defence and settlement of the claim. In no event shall Client agree to settle any claim without DESK's written consent.
The obligations under this Section will not apply to the extent that the underlying charge arises out of:
1. Client's breach of this Agreement or violation of applicable law;
2. modification of DESK technologies or Services by anyone other than DESK

GUARANTEES AND WARRANTIES

DESK guarantees and warrants that:
1. it has full right, power and authority to enter into this Agreement, to provide the Services and to perform all of its obligations hereunder;
2. The level of service and availability of services will be in accordance with the SLA agreed with the Client. All possible compensation for failure to fulfil the SLA shall be determined solely by the compensation rules set out in the SLA and other statutory claims (e.g. damages or rights of intervention) shall be excluded.
1. Except as expressly provided in this Agreement, to the maximum extent permitted by applicable law, DESK makes no other express or implied representations and/or warranties and excludes all warranties, including any implied or express warranties, regarding the Services and/or their suitability for Client's specific purposes.
2. DESK does not warrant that Third Party Content will be uninterrupted, error-free or free of harmful components, and that any Content will be secure and will not be lost or otherwise altered. DESK shall not be liable for any failure or loss that may result and shall not be responsible for archiving and backing up Customer Content. In the event of a failure, the Client will not be able to retrieve their Content or data that has been backed up. It is recommended that the Client regularly backs up their Content and data that is stored on the Platform using the Services.
3. DESK shall not be liable for claims and actions of third parties if the Client provides services to such third parties using the Services. DESK shall not be liable for infringement of third party rights as a result of the Client's actions using the Services.
4. DESK is not responsible for the Client's claims related to remote access to the Services, related to the quality of telecom operators' networks, telecom operators' traffic exchange policies, operation of the Client's equipment and software, and other circumstances beyond DESK's control.
Customer warrants and guarantees that:
1. all data provided by the Client during the Client's registration on the Platform are accurate, complete and reliable;
2. Customer has read all restrictions and guidelines for use of the Services and accepts and agrees to abide by them;
3. The Client has provided all necessary notices, made all necessary registrations and obtained all necessary third party consents and legally has all necessary rights to the information and Content uploaded to the Platform resources;
4. The Client is not subject to any sanctions of the European Union, the United States of America, the United States of America and Switzerland;
5. Customer or its licensors own all right, title and interest in and to Customer Content;
6. Customer shall have all rights in the Content necessary to grant the rights provided in this Agreement; no Content or use of Content by users will violate the AUP;
7. The Client shall fulfil the requirements of the applicable law in its business activities.
  1. In the event that, after entering into this Agreement, Client has reasonable grounds to believe that any of the above warranties and representations are no longer true or have been breached, Client shall immediately notify DESK in writing.

LIMITATION OF LIABILITY

To the extent possible under applicable law, DESK shall in no event be liable to the Client for loss of profit, loss of business, loss of contracts, anticipated savings, loss of revenue, loss of reputation, loss of goodwill, loss of reputation, loss or use of data and/or any indirect (consequential) damages arising out of or in connection with the Services.
To the maximum extent permitted by applicable law, neither DESK nor DESK's suppliers may be liable under this Agreement for an amount in excess of the amount paid by DESK's Customer under this Agreement for the most recent accrual period prior to the event giving rise to the liability.

TERM AND CANCELLATION

Term. This Agreement shall come into force from the moment of its acceptance by the Client and shall be deemed concluded for an indefinite period of time. Upon conclusion of the Agreement, it is assigned a number displayed in the relevant section of the Management Console.
Termination. Client may terminate this Agreement by giving DESK written notice at least ten (10) calendar days prior to the proposed date of termination in accordance with the following paragraphs 12.2.1, 12.2.2 of this Agreement.
1. If Client terminates this Agreement, this may result in early termination of Client's access to the Mandatory Scope of Services or specific terms of use of the Services (if applicable) without reimbursement by DESK for any costs or damages.
2. At any time during the term of the Obligated scope of services, the Client may unilaterally terminate this Agreement and/or the Obligated scope of services, in which case the Client shall pay DESK a fee of 30% of the price of the Obligated scope of services for the unused reserved period ("Termination Fee")..
  The parties agree and acknowledge that early termination of the Agreement and/or the Requested Scope of Services during the term of the Requested Scope of Services by the Client shall be deemed inappropriate and shall result in damages and losses to DESK . The termination fee shall be paid as liquidated damages to compensate DESK for damages and losses incurred by DESK as a result of the termination of this Agreement and/or the Declared Scope of Services under the terms and conditions set out in clause 12.2.2.1. The Client acknowledges that the termination fee shall constitute liquidated damages and shall not constitute a penalty.
If Client does not agree to changes to this Agreement or any Related Document, Client may terminate this Agreement by notifying DESK in writing within ten (10) calendar days of the effective date of the changes. The Agreement shall be deemed terminated upon DESK's receipt of Client's notice.
Notification of termination of the agreement by the Client shall be sent in the form of a scanned copy of the application signed by the Client or the Client's authorised representative to the DESK e-mail address specified on the Website.
DESK may terminate this Agreement with immediate disconnection of the Services and without refund of costs or damages without notice if the Customer breaches any of its obligations under this Agreement and in particular in the following cases:
1. if DESK's relationships with subcontractors or partners who provide software or other technology that DESK uses to provide the Services expire, terminate, or require DESK to change the way DESK provides the Services;
2. The Customer shall not cure the breach of the Agreement that is the cause of the suspension, provided that the suspension has lasted more than seven (7) calendar days;
3. The Client fails to comply with the AUP, resulting in a breach of third party rights or applicable law;
4. DESK has previously terminated that Client due to the Client's breach of this Agreement, unless DESK has expressly agreed to enter into this Agreement with the Client;
5. The Client fails to comply with the anti-corruption clause provided for in this Agreement;
6. breach by the Client of the warranties and representations made herein;
7. The client becomes:
  1. subject to any sanctions imposed by the US, EU, UN or Switzerland;
  2. subject to any other applicable sanctions;
8. in order to comply with applicable laws or requests from public authorities.
1. DESK may terminate this Agreement in whole or in part at any time with respect to Services provided free of charge.
2. In the event of early termination of this Agreement by the Client, DESK may immediately terminate any agreements on the Mandatory Scope of Services or special terms and conditions for use of the Services, and the Services will be immediately disconnected and without reimbursement of costs or damages without prior notice.
If there are unused funds in the Client's Personal Account, DESK will return such funds to the Client within thirty (30) calendar days after termination of this Agreement on the basis of a written application of the Client signed by the Client or the Client's authorised representative. Client shall provide DESK with a scanned copy of such application for refund. DESK shall be entitled to deduct the Service Fees payable by the Client, accrued liquidated damages and losses incurred by DESK as a result of the Client's failure to fulfil contractual obligations from any amounts to be returned to the Client.
Procedure for deleting information and Content in cases of suspension of access to the Services and termination of the Agreement.
1. DESK stores Customer Content uploaded to Platform resources as follows:
  - within 60 (sixty) calendar days from the date of suspension of the Customer's access to the Services due to the Customer's failure to comply with the terms of payment for the Services and/or the end of the Trial Period;
  - within 7 (seven) calendar days of suspension of the Customer's access to the Services due to the Customer's failure to comply with other terms and conditions of the Agreement;
  DESK has the right to mark the information and Content uploaded to the Platform resources as "deleted" and delete them together with the Platform resources within 72 hours after the expiry of the deadlines specified above, in case the Client does not eliminate the violations that led to the suspension of access.
  Content storage services provided during the period of suspension shall be paid for in accordance with the Services Tariffs.
2. DESK has the right to delete the Client's information and Content uploaded to the Platform resources before the expiry of the period specified above in case of early termination of the DESK Agreement. If the Client's access to the Services has been suspended during the Trial Period, DESK may, at its discretion, delete the Platform resources together with the Client's information and Content
3. The procedure and terms for removing the Client's information and Content from the Platform resources at the Client's request, as well as in cases where the Client's access to the Services is suspended due to violation of the terms of the Agreement, are specified in the documentation specified on the Website. at: desk.dexp.ae
4. In case of termination of the Agreement, the Client's information and Content uploaded to the Platform resources shall be marked and deleted together with the Platform resources used by the Client within 72 hours after termination of the Agreement, unless otherwise provided by applicable law.

APPLICABLE LAW AND DISPUTE RESOLUTION PROCEDURE

This Agreement and any attached or related documents shall be governed by and construed in accordance with the substantive laws of the UAE. All issues not regulated by the Agreement and the documents referred to in the Agreement, or not fully regulated, are governed by the substantive laws of the UAE.
All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the DIFC in accordance with the law of the place of registration of DEXP FZE. The foregoing does not limit the Company's right to seek injunctive relief and/or any other relief in any other courts.

CONFIDENTIALITY

Confidential information means any information of the disclosing party, including, but not limited to: scientific, technical, technological, production, financial, economic or other information, including information on information security, identification / authentication and authorisation (logins, passwords, etc.) tools, software and hardware complexes, principles of their operation, source codes (parts thereof) of computer programs; statistics, information on customers, goods, services, research results. The Parties undertake not to disclose and not to transfer to third parties confidential information received from each other during the performance of the Agreement, except for cases specified in the Agreement, provided by applicable law or agreed by the Parties in writing, and not to use it for purposes contrary to the purposes of this Agreement.
In no case shall the receiving party exercise less care in protecting the disclosing party's information than it uses for its own information of the same sensitivity and importance, and upon discovery of any unauthorised disclosure of information in its possession, the receiving party shall use its best endeavours to prevent further disclosure or unauthorised use.
Confidentiality obligations do not apply to any information that is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the receiving party
If confidential information is disclosed intentionally or negligently, the guilty party undertakes to compensate for the losses caused by such disclosure, if the injured party so requests.
The obligations set forth in this section shall bind the parties for a period of five (5) years from the date of disclosure of Confidential Information, and such obligations shall survive the termination or earlier expiration of this Agreement.
The following information provided by the parties shall not be considered a breach of confidentiality:
1. information is required by applicable law or regulatory, legal or administrative process, or any other order or mandate of a court or other state or municipal authority, to be disclosed by the receiving party, but only to the minimum extent required and for the purpose of such order and provided that the receiving party first notifies the disclosing party of the order (unless prohibited by applicable law), and, upon request by the disclosing party, the receiving party shall, at the request of the disclosing party, disclose the information to the disclosing party upon
2. information provided to auditors and external consultants, provided that such persons have undertaken to protect the confidentiality of the information communicated on terms providing an equal or higher level of protection than the terms of the Agreement;
3. information provided to an affiliate of a party if such provision to the affiliate is reasonably necessary for the parties to fulfil their contractual obligations and the affiliate has undertaken to protect the confidentiality of the information transferred on terms that provide an equal or higher level of protection than the terms of the agreement;
4. information provided to third parties involved in the provision of all or some of the Services if such parties have undertaken to protect the confidentiality of the information transferred on terms that provide an equal or greater level of protection than the terms of the Agreement.
Any reference to DESK shall be published and the fact and/or details of co-operation relating to this Agreement shall be disclosed to third parties or the public only with the prior written consent of DESK, except where applicable law obliges the provision of relevant information.

NOTICES.

DESK may send any notices, communications and documents to the Client by email or by posting such notices, communications and documents on the Site and/or in the Management Console and/or by SMS messages to the mobile phone number provided by the Client in the Management Console. Notices sent by DESK by posting on the Site will be effective from the time of posting, and notices sent by DESK by email will be effective when DESK sends an email. It is the Client's responsibility to keep their email address current. The Client will be deemed to have received any email sent to the email address associated with the Client's account when DESK sends the email.
The Client may send communications and notices to DESK via the email address provided on the Site or via feedback forms available to the Client on the Site or in the Management Console. All legal notices must be in writing and signed by an authorised representative of the Client.
The parties confirm that the exchange of documents, including letters, notices, notifications and other communications transmitted by any means specified above will be of evidentiary value and have full legal effect.

MISCELLANEOUS

This Agreement does not create any agency, partnership, joint venture, employment, or any other relationship between Client and DESK that is not expressly set forth in the Agreement.
If any term (or part of a term) of this Agreement and/or any document referred to in the Agreement is invalid, void, illegal or unenforceable, the remainder of the Agreement and any document referred to in the Agreement shall remain in full force and effect.
Neither party will be deemed to have waived any rights by failing to exercise (or deferring the exercise of) any rights under this Agreement and/or any document referred to in the Agreement.
The Agreement does not provide for the transfer of any exclusive rights or licence granted by DESK to the Client in any part of the Platform and Services, unless otherwise expressly provided for in the Agreement and the documents referred to in the Agreement.
Customer may not assign any part of this Agreement or the documents referred to in the Agreement without the prior written consent of ________.
Trade Mark. The Client authorises DESK to use the logo, trademark, trade name and/or the name of the Client's software product and/or the Client's Website for information, advertising and marketing purposes without the need for any further consent of the Client and without payment of remuneration. Customer for such use.
The Parties acknowledge, agree and warrant that they have a zero tolerance policy towards bribery and corruption, which means that corrupt behaviour and facilitation payments / business related facilitation payments as well as payments that provide faster solutions are strictly prohibited. In accordance with the Agreement, the parties and their affiliates, employees, intermediaries and representatives (including agents, commissioners, customs brokers and other third parties directly or indirectly involved in the implementation of the Agreement) will not accept, pay, offer or authorise (permit) to pay / accept any funds or transfer any value (including intangible assets), directly or indirectly, to any party to influence their actions or decisions seeking to obtain any unfair advantage, including bypassing
Force Majeure. The Parties shall be released from liability for partial or full non-performance of obligations under the Agreement if such non-performance was caused by force majeure, including natural disasters; natural and industrial disasters; terrorist acts; hostilities; civil unrest; adoption by state or local authorities of acts prohibiting or restricting the Parties' activities under the Agreement; other circumstances arising after signing of the Agreement as a result of an emergency; and other circumstances arising after signing of the Agreement.
1. In the event of force majeure, each party shall notify the other party. The notice shall describe the nature of the force majeure and contain official documents confirming its existence and, if possible, an assessment of its impact on the party's ability to fulfil its contractual obligations.
2. If the force majeure or its consequences last one (1) month or more, either party may unilaterally terminate the Agreement.
Details of the Parties. If the Parties change their name, their legal status, addresses and/or details of settlements and make other changes that may affect the performance of the Agreement, the party making the changes must notify the other party within five (5) calendar days from the effective date of such changes. effective.
Survival. The obligations of the Parties which by their nature survive (including, but not limited to, confidentiality and settlement obligations, information use obligations) shall survive the termination of this Agreement.
Conflicting Terms. In the event of a conflict between the documents that make up this Agreement, the Agreement shall prevail. If DESK provides this Agreement in more than one language for the country of your payment address and there is a discrepancy between the English text and the translated text, the English text shall prevail.

TERMS AND DEFINITIONS

Terms in the Agreement shall have the following meanings unless otherwise expressly stated in the text:

"Accrual period" means a calendar month, unless otherwise agreed by the parties. The first accrual period shall be defined as the period from the date of entry into force of this Agreement to the last day of the month;

"Overdue Debt" means a negative balance on the Customer's Personal Account at the end of the Accrual Period;

"Mandatory scope of Services" means the ability to use the Services in the scope and quantity requested by the Client in the Management Console during a certain period and provided by DESK. The Client undertakes to pay in full for such reserved scope of Services, regardless of whether the Client uses the Services or not;

"Content" means data, text, programmes, databases, music, sounds, photographs, graphics, videos, messages and other materials;

"Corporate Linked Card" means any bank card attached to the Customer's Personal Account as a legal entity by the Customer's representative for the purpose of payment for Services;

"Credit Limit" - the maximum negative balance of the Personal Account, in case of its exceeding DESK has the right to suspend the provision of Services to the Client. The Credit Limit is set for each Client individually depending on the number of ordered and used Services, the time of using the Services, the Client's payment history and other parameters. Information on the Credit Limit amount is available to the Customer in the Management Console;

"Customer Content" means Content uploaded by Customer to the Platform resources via the Services;

"Documentation" means the technical documentation, billing documentation, technical support documentation, user manuals and administrator's manuals for the Services located at: desk.dexp.ae;

"Grant" - the amount of bonus (discount) that DESK grants to the Client in accordance with the Agreement;

"Limits" means technical limitations on the use of the Services related to the architecture of the Platform;

"Related Documents" means the documents that form an integral part of this Agreement and apply to the Services. List of Related Documents set forth in Section 18 of this Agreement;

"Management Console" - a closed section of the Platform, access to which DESK provides the Client to administer the Services, including, but not limited to, ordering and managing the Services; containing statistics on the Services used, information on the status of the Client's Personal Account, login data, the Client's Credit Limits, Quotas and Grants; providing the parties with means of exchanging notifications and messages; and performing other actions necessary to use the Platform's features;

"Personal Account" means a set of records describing the financial relationship between DESK and the Customer, which maintains a single general record of Services ordered and used, contains payment information about payments made by the Customer and amounts due under this Agreement. The Personal Account is of a technological nature and does not have the status of a settlement or banking account;

"Platform" means DESK's software and hardware platform that provides the means to use the Services and other cloud resources of the Platform;

«Квоты» - организационные ограничения использования Услуг

"Resident" means legal entities incorporated under the laws of the relevant Territory and/or tax residents of the relevant Territory;

"Services" - cloud services or software products that allow you to use certain categories of Platform resources. A full list of available Services is available on the Website;

"Service Fees" means the applicable charges for each billing unit of any Service. Links to the Service Fees for a particular Service are provided here: desk.dexp.ae;

"Service Fee" means the aggregate fee based on Customer's use of the Services and the Service Fees;

"Site" means the website accessible on the Internet at desk.dexp.ae, which may be updated by DESK from time to time;

"Statistics" means electronic data from DESK's automated systems of record that contains information regarding the volume of Services used, Service Fees, and other information regarding the use of the Services available in the Management Console;

"Technical Support Services" means the technical support services provided by DESK to Customer in accordance with the Technical Support Regulations in connection with the Services;

"Territory" means the countries listed on the desk.dexp.ae, where DESK provides access to the Services in accordance with this Agreement;

"Trial Period" means the period when the Customer is entitled to test the Services and explore their features;

"User" means any person or entity who, directly or indirectly through Customer, accesses or uses the Services under Customer's account;

DESK Client Agreement (public offer)