Terms of Service

1. Service

1.1 Nosdesk grants you a non-exclusive, non-transferable, revocable right to access and use the Service in accordance with these Terms during the subscription period.

1.2 We may modify or update the Service at our discretion. We will provide reasonable notice of any change that materially reduces functionality.

2. Account and Eligibility

2.1 To use the Service, you must register an account, provide accurate, current, and complete information, and maintain the confidentiality of your credentials.

2.2 You must be at least eighteen (18) years of age and capable of forming a binding contract. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2.3 You are responsible for all activity that occurs under your account, including actions taken by your users. Nosdesk is not liable for loss or damage arising from your failure to safeguard credentials or from unauthorised use of your account, except to the extent caused by Nosdesk's gross negligence or wilful misconduct.

2.4 You must promptly notify us of any unauthorised access, suspected security incident, or compromise of your account.

2.5 You may not share accounts in a manner that circumvents user limits or licensing, sell or transfer your account without our prior written consent, or register using false identities or contact information.

3. Customer Data and Privacy

3.1 As between the parties, you retain all rights, title, and interest in any data you submit to or generate through the Service ("Customer Data").

3.2 You grant Nosdesk a limited licence to host, process, store, transmit, and display Customer Data solely as necessary to provide the Service.

3.3 We will handle Customer Data in accordance with our Privacy Policy and the Australian Privacy Principles under the Privacy Act 1988 (Cth).

3.4 You are responsible for ensuring you have the necessary rights and consents to submit Customer Data to the Service.

4. Fees and Billing

4.1 You agree to pay all fees specified in your subscription plan. Fees are charged via the payment processor (Stripe) and are payable in advance for each billing period.

4.2 All fees are exclusive of GST and other applicable taxes, which will be added where required by law.

4.3 We may change subscription pricing with at least 30 days' notice for new billing periods.

4.4 Fees are non-refundable except where required by Australian Consumer Law or expressly stated in these Terms.

5. Acceptable Use

5.1 You will not use the Service to:

• store, transmit, or process unlawful content;
• infringe the intellectual property or privacy rights of any third party;
• attempt to gain unauthorised access to the Service or to any other customer's data;
• interfere with the integrity or performance of the Service;
• reverse engineer, decompile, or attempt to derive source code from any non-source-code portion of the Service; or
• use the Service for high-risk activities (life safety, nuclear, aviation control, weapons systems) without our express written consent.

6. Intellectual Property

6.1 Nosdesk and its licensors retain all rights, title, and interest in the Service, including all software, designs, trademarks, and documentation.

6.2 The Service is made available under our standard hosted-service terms. The underlying Nosdesk source code is separately available under the Business Source License 1.1 ("BSL") at github.com/Nosdesk/Nosdesk; the BSL governs source code distribution but does not govern access to or use of the hosted Service.

6.3 If you provide feedback, suggestions, or ideas relating to the Service, you grant Nosdesk a perpetual, royalty-free licence to use them without restriction.

7. Service Availability

7.1 Nosdesk will use commercially reasonable efforts to maintain availability of the Service.

7.2 Nosdesk does not guarantee uninterrupted service. The Service may be subject to scheduled maintenance, emergency maintenance, third-party outages, or events beyond our reasonable control.

7.3 Service level commitments, if any, will be set out in a separate Service Level Agreement (SLA) executed between the parties.

8. Suspension and Termination

8.1 Either party may terminate these Terms at any time, with or without cause, by providing written notice. Termination is effective at the end of the then-current billing period.

8.2 We may suspend or terminate your access immediately if (a) you materially breach these Terms, (b) we reasonably believe such action is necessary to prevent harm to the Service, other customers, or third parties, (c) you fail to pay fees when due, (d) required by law or by court order, or (e) continuing to provide the Service would expose Nosdesk to material legal or operational risk.

8.3 Upon termination, your right to access the Service ceases. We will make Customer Data available for export for at least 30 days following termination, after which it may be permanently deleted.

9. Warranties and Disclaimers

9.1 Nosdesk warrants that the Service will be provided with due care and skill.

9.2 To the maximum extent permitted by law, the Service is provided "as is" and "as available." Nosdesk disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.3 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee or other right or remedy that cannot be lawfully excluded under the Australian Consumer Law.

10. Limitation of Liability

10.1 Aggregate Cap. To the maximum extent permitted by law, the total aggregate liability of Nosdesk arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the greater of:

(a) the total fees paid by Customer to Nosdesk in the twelve (12) months immediately preceding the event giving rise to the claim; or

(b) one Australian dollar (AUD $1.00), where Customer has not paid any fees.

10.2 Excluded Damages. In no event will Nosdesk be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or business interruption, even if Nosdesk has been advised of the possibility of such damages.

10.3 Carve-out. The limitations in this clause 10 do not apply to (a) liability that cannot be excluded under Australian Consumer Law, (b) the parties' indemnity obligations under clause 11, or (c) wilful misconduct or fraud.

11. Indemnity

11.1 You will indemnify and hold Nosdesk harmless from any third-party claim arising out of (a) your breach of these Terms, (b) your Customer Data infringing the rights of a third party, or (c) your unlawful use of the Service.

11.2 Nosdesk will indemnify you from any third-party claim alleging that your authorised use of the Service infringes that third party's Australian intellectual property rights, provided you promptly notify us of the claim and allow us to control the defence.

12. Confidentiality

12.1 Each party will protect the other's Confidential Information with the same degree of care it uses for its own confidential information, and in any event no less than reasonable care.

12.2 Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without confidentiality obligations.

13. Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government actions, or failures of the public Internet or major cloud infrastructure providers.

14. Governing Law and Disputes

14.1 These Terms are governed by the laws of Victoria, Australia.

14.2 The parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.

14.3 Before commencing any proceeding, the parties will attempt to resolve disputes in good faith for a period of at least 30 days following written notice of the dispute.

15. General Provisions

15.1 Entire agreement. These Terms, together with any documents expressly incorporated, constitute the entire agreement between the parties.

15.2 Amendment. We may update these Terms from time to time. The "Last updated" date at the top of these Terms reflects the current version. Material changes will be communicated through the Service, by email to your account address, or as otherwise required by law, at least 30 days before the effective date. Continued use of the Service after the effective date of a material change constitutes acceptance of the updated Terms. We may also add, modify, suspend, or discontinue Service functionality with reasonable notice where practicable, or immediately where necessary for security, legal compliance, or Service integrity.

15.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets.

15.4 No waiver. A party's failure to enforce any provision does not constitute a waiver.

15.5 Severability. If any provision is held unenforceable, the remaining provisions remain in full force.

15.6 Notices. Notices must be sent to support@nosdesk.com (to Nosdesk) and to the email address associated with the Customer's account (to the Customer).

15.7 Headings. Section headings are for convenience only and do not affect interpretation.