Terms of Service

Acceptance of Terms

These Terms constitute a legally binding agreement between you ("Client", "you", "your") and HelpDesk Expert Ltd.("HelpDesk Expert", "we", "us", "our").

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, "you" refers to that entity.

Our Services

HelpDesk Expert provides outsourced customer support agent services to SaaS and technology companies. Our services include, but are not limited to:

• Placement and management of dedicated customer support agents
• Live chat, email, and phone support staffing
• Technical support agent placement
• 24/7 coverage and shift management
• Quality assurance, CSAT monitoring, and performance reporting
• Knowledge base creation and agent training
• Team scaling and surge coverage

Service levels

Specific service levels, deliverables, agent counts, and coverage hours are defined in the individual Service Order or Statement of Work agreed between you and HelpDesk Expert. These Terms apply to all such agreements.

CSAT guarantee

On Growth and Enterprise plans, if your average monthly CSAT score falls below 90%, we will replace your assigned agent within 5 business days at no additional cost. This guarantee does not apply where the performance issue is caused by factors outside our control, including inaccurate knowledge base information provided by you or unreasonable customer expectations.

Accounts & Responsibilities

Account creation

To access certain features of our platform (including the invoice system and agent dashboard), you must create an account. You agree to provide accurate, current, and complete information and to keep it updated.

Account security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately at security@helpdeskexpert.com if you suspect any unauthorised access.

Your obligations

To enable us to deliver our services, you agree to:

• Provide accurate onboarding information, including product documentation and knowledge base materials
• Grant our agents appropriate access to your helpdesk tools (e.g. Intercom, Zendesk) in a timely manner
• Respond to reasonable requests for clarification within 2 business days
• Ensure your helpdesk environment complies with all applicable laws
• Not instruct our agents to engage in any unlawful, deceptive, or harmful activities

Payment & Billing

Fees and invoicing

Our fees are set out in your Service Order. Unless otherwise agreed, invoices are issued on the first business day of each month and are due within 14 days of issue.

Late payments

Overdue invoices will incur interest at the rate of 1.5% per month (or the maximum permitted by law, whichever is lower) from the due date until paid. We reserve the right to suspend services if payment is more than 30 days overdue, with 7 days' written notice.

Taxes

All fees are exclusive of applicable taxes (including VAT, GST, or sales tax). You are responsible for all taxes applicable to your purchase of our services.

Price changes

We reserve the right to modify our pricing with at least 30 days' written notice. If you do not accept the new pricing, you may cancel your subscription before the new pricing takes effect.

Refunds

All fees are non-refundable except where (a) we have materially failed to deliver agreed services, or (b) required by applicable law. Partial-month refunds are not provided on cancellation.

Cancellation & Termination

Cancellation by you

You may cancel your subscription at any time by providing 30 days' written notice to hello@helpdeskexpert.com. You will continue to receive services and be billed during the notice period. No penalties apply for cancellation with proper notice.

Reducing agent count

You may reduce your agent count with 14 days' written notice. Reductions take effect at the start of the next billing period.

Termination for cause

Either party may terminate the agreement immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure the breach within 14 days of written notice
• Becomes insolvent, enters bankruptcy, or is wound up
• Engages in fraudulent, illegal, or harmful conduct

Effect of termination

Upon termination, your access to our platform and agent services will cease. We will provide you with a data export of your account information within 30 days of termination, after which your data will be deleted in accordance with our Privacy Policy.

Acceptable Use

You must not use our services or instruct our agents to:

• Violate any applicable laws, regulations, or industry standards
• Engage in deceptive, fraudulent, or misleading customer communications
• Harass, abuse, threaten, or discriminate against any person
• Infringe the intellectual property rights of any third party
• Transmit malware, spam, or other harmful content
• Collect personal data without proper legal basis or consent
• Circumvent security measures or access systems without authorisation
• Engage in activities that damage the reputation of HelpDesk Expert

Intellectual Property

Your content

You retain all ownership rights to your data, knowledge base content, brand assets, and materials you provide to us. You grant HelpDesk Expert a limited, non-exclusive licence to use these materials solely for the purpose of delivering our services to you.

Our content

HelpDesk Expert retains all rights to our platform, software, website, methodology, training materials, and agent management systems. These Terms do not grant you any rights to our intellectual property beyond what is necessary to receive our services.

Work product

Any work product created by our agents specifically for your account (such as custom response templates, knowledge base articles, or macros created on your behalf) becomes your property upon full payment of relevant invoices.

Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential ("Confidential Information").

Confidential Information includes, without limitation, business plans, customer data, pricing, technical systems, and agent training materials. Neither party will disclose the other's Confidential Information to any third party without prior written consent, except:

• To employees or contractors who need to know it to perform obligations under these Terms and who are bound by confidentiality obligations at least as protective as these
• As required by applicable law or court order (with prompt notice where legally permissible)

Confidentiality obligations survive termination of these Terms for a period of 3 years.

Warranties & Disclaimers

Our warranties

HelpDesk Expert warrants that:

• We will perform our services with reasonable skill and care
• We will comply with all applicable laws in delivering our services
• Our agents will be trained to the standard described in your Service Order

Disclaimer

Limitation of Liability

In no event will HelpDesk Expert be liable for:

• Loss of profits, revenue, goodwill, or anticipated savings
• Loss of data or business interruption
• Indirect, incidental, special, or consequential damages
• Any damage arising from events outside our reasonable control (force majeure)

These limitations apply even if HelpDesk Expert has been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability, so these limitations may not apply to you in full.

Indemnification

You agree to indemnify, defend, and hold harmless HelpDesk Expert and its officers, directors, employees, agents, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party intellectual property or privacy rights
• Any instructions you provide that cause our agents to act unlawfully or harmfully

Suspension of Services

We reserve the right to suspend your access to our platform or pause agent services, with or without notice, if:

• We believe your account has been compromised or used for fraudulent activity
• You are in material breach of these Terms
• Payment is overdue by more than 30 days
• Continued provision would expose us to legal liability

We will make reasonable efforts to notify you before suspending services except where immediate suspension is required for security or legal reasons.

Disputes & Governing Law

Governing law

These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Dispute resolution

Before initiating any formal legal proceeding, both parties agree to attempt in good faith to resolve any dispute through direct negotiation for at least 30 days. If the dispute cannot be resolved informally, it shall be submitted to binding arbitration in San Francisco, California, under the rules of the American Arbitration Association.

Class action waiver

You agree that any dispute resolution proceedings will be conducted on an individual basis only. You waive any right to participate in class action lawsuits or class-wide arbitration against HelpDesk Expert.

General Provisions

Entire agreement

These Terms, together with any applicable Service Order, constitute the entire agreement between you and HelpDesk Expert and supersede all prior agreements relating to the subject matter.

Amendments

We may modify these Terms from time to time. We will provide at least 30 days' notice of material changes via email or prominent notice on our website. Your continued use of our services after the effective date constitutes acceptance of the updated Terms.

Waiver and severability

Failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement. If any provision is found invalid or unenforceable, the remaining provisions will continue in full force.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger or acquisition, with notice to you.

Force majeure

Neither party will be liable for any failure or delay in performance due to causes beyond their reasonable control, including acts of God, natural disasters, war, pandemics, government actions, or internet outages.

Contact Us

For questions about these Terms, please contact our legal team: