Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the CelaenoTechnology helpdesk software, websites, mobile apps, and related services (collectively, the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, inviting agents, or submitting tickets, you accept these Terms and our Privacy Notice. If you do not agree, do not use the Service.

2. Accounts & Eligibility

• Registration: You must provide accurate account information and keep it updated. Passwords are your responsibility.
• Eligibility: You must be at least 18 years old.
• Admins & Agents: Workspace administrators control agent access, roles, and data retention settings.
• Customer Affiliates: Affiliates you authorize may use the Service under your account and are bound by these Terms.

3. Subscriptions, Fees & Taxes

• Plans: Access is provided on a subscription basis as described at [Pricing URL]. We may change plan features and pricing; changes apply on renewal unless stated otherwise.
• Billing: You authorize us and our payment processor [Processor Name] to charge all fees to your payment method. Late payments may incur interest or suspension.
• Usage/Overages: Certain features (e.g., SMS, telephony, storage) may incur usage-based fees.
• Taxes: Fees exclude taxes; you are responsible for applicable taxes.

4. Permitted Use & Restrictions

• Use the Service only in accordance with these Terms and applicable law.
• No reverse engineering, scraping, benchmarking for competitive purposes, or circumventing technical limits.
• No uploading of unlawful, harmful, or infringing content; no spam or unauthorized mass messaging.
• Comply with acceptable use policies of connected channels (e.g., email, WhatsApp, SMS).
• We may monitor usage for security, abuse prevention, and performance.

5. Customer Data & End-User Content

“Customer Data” means data you submit to the Service, including tickets, messages, attachments, metadata, and end-user information. You retain ownership of Customer Data. We process Customer Data to provide and improve the Service in accordance with our Privacy Notice and, where applicable, our Data Processing Addendum ("DPA").

• Your Responsibilities: you are responsible for obtaining all rights and consents necessary to submit Customer Data and for configuring retention and access controls.
• Prohibited Data: do not submit special categories of data (e.g., health, biometric, payment card full PAN, government IDs) unless expressly permitted and protected by appropriate agreements.
• Anonymized/De-identified Data: we may process usage metrics and de-identified data to improve the Service, provided we do not re-identify it.

6. Support, Availability & SLAs

• Support: standard support via email or in-app chat during business hours [hours/timezone]. Premium support/SLA may be available on certain plans.
• Availability: we target high availability but do not guarantee uninterrupted Service. Planned maintenance will be communicated where practicable.
• SLA Credits: if an SLA applies to your plan, your sole remedy for downtime is service credits as described in the applicable SLA.

7. Integrations & Third-Party Services

The Service may enable integrations with third-party products (e.g., email, chat, CRM, telephony, SSO). Your use of third-party services is governed by their terms and privacy policies. We are not responsible for third-party services.

8. Beta/Trial Features

We may offer beta, trial, or preview features (“Beta Features”). Beta Features are provided “as is,” may be modified or discontinued at any time, and are excluded from SLAs.

9. Security & Data Protection

• We implement administrative, technical, and physical safeguards (e.g., encryption in transit/at rest, access controls, logging) appropriate to the risk.
• If GDPR/UK GDPR applies, the DPA (including Standard Contractual Clauses where relevant) forms part of these Terms: [DPA URL].
• Security pages and sub-processor lists are available at [Trust Center/Sub-processor URL].

10. Intellectual Property

• Our IP: We and our licensors own the Service and all related IP. No rights are granted except as expressly stated.
• License to You: subject to these Terms and your plan, we grant a limited, non-exclusive, non-transferable license to access and use the Service during your subscription.
• Customer Marks/Content: you grant us a limited license to display your name and marks for customer references (you may opt out by notifying us).

11. Feedback

If you send ideas or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction or compensation.

12. Term, Suspension & Termination

• These Terms apply from the earlier of your first use or account creation and continue until your subscription ends.
• We may suspend or terminate access for breach, legal risk, non-payment, or security concerns. We will make reasonable efforts to notify you.
• Upon termination, your access ends. We will make Customer Data export available for a limited period [e.g., 30 days] unless prohibited by law.

13. Cancellations & Refunds

Subscriptions renew automatically unless cancelled per your plan terms. Except where required by law or your plan states otherwise, fees are non-refundable.

14. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. EXCEPT FOR YOUR PAYMENT OBLIGATIONS, INDEMNITIES, OR LIABILITY THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

16. Indemnification

• By You: You will defend and indemnify us against third-party claims arising from your use of the Service in violation of these Terms or applicable law, or from Customer Data.
• By Us: We will defend and indemnify you against third-party claims alleging that the Service, as provided, infringes a valid IP right, subject to customary exclusions and your prompt notice/cooperation.

17. Compliance, Export & Sanctions

You represent that you are not located in, under control of, or a national/resident of any country or entity subject to embargoes or sanctions, and you will comply with export control laws.

18. Governing Law & Dispute Resolution

These Terms are governed by the laws of [Jurisdiction, e.g., India], excluding conflict-of-laws rules. Any dispute will be resolved in the courts (or arbitration) located in [City, State/Region]. If arbitration applies, disputes shall be finally settled under [Arbitration Rules/Institution], seat [City], language English.

19. Changes to the Service/Terms

We may modify the Service or these Terms from time to time. Material changes will be communicated via email or in-app notice. Changes become effective on the stated date. Continued use after the effective date constitutes acceptance.

20. Miscellaneous

• Entire Agreement: These Terms, order forms, DPA, and policies referenced herein constitute the entire agreement.
• Order of Precedence: To the extent of conflict, order forms > DPA > these Terms > policies.
• Assignment: You may not assign without our consent; we may assign to an affiliate or in connection with a reorganization.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• Force Majeure: Neither party is liable for delays/failures due to events beyond reasonable control.
• Notices: We may notify you by email to your account email or in-app messages.

21. Contact