Terms & Conditions

Maintained in English as a working draft intended for release on movedesk.io.

The present Terms & Conditions (the “Terms”) fix the contractual footing between KeepFlow L.L.C-FZ (“KeepFlow”, “we”, “our” or “us”) and every person or entity making use of the movedesk.io website, the platform, its APIs, widgets, integrations, documentation, trial environment and the services connected with them (together, the “Services”). Opening an account, clicking an acceptance control, buying a subscription or simply using the Services signifies that you take these Terms upon yourself as binding.

1. Definitions

“Account” denotes the account opened by you, or on your behalf, through which the Services are reached. “Customer Content” denotes every piece of data, content, files, records, prompts, instructions, knowledge-base material, conversation histories, tickets, attachments and further information which your authorised users, or you yourself, place into the Services — whether by uploading, submitting, connecting or transmitting it, or by making it available there in some other fashion. “Documentation” denotes the technical, user-facing, onboarding, support and explanatory materials we publish for the Services.

“End User” denotes an individual interacting with your support channels, chat widget, helpdesk or other communications environments linked to the Services. “Integrations” denotes outside software, services, messaging tools, channels, websites, helpdesks, file repositories or APIs which you decide to connect. “Output” denotes any response, suggestion, summary, classification, draft, action recommendation or other material the Services generate, AI-generated content included. “Subscription Plan” denotes the trial, monthly, annual, enterprise or other commercial arrangement you select and we accept. “Website” denotes movedesk.io together with its subdomains, localised pages, hosted product pages and the administrative interfaces we run for the Services.

2. Formation of the contract and precedence

The Terms attach to every mode of using the Services — trial, paid, beta or enterprise alike. Commercial documents we expressly accept, such as order forms, service descriptions or written statements of work, become part of the bargain between us; should such a signed commercial document collide with these Terms, the document prevails, but only so far as the collision reaches.

Anyone using the Services for a company or another legal entity warrants possession of the authority needed to commit that entity to these Terms, in which event “you” embraces the entity together with the individual acting for it.

The Terms may be revised by us over time. Material revisions will be posted on the Website and may also reach you by e-mail, by in-product notice or through another reasonable channel. Carrying on with the Services once a revised version has taken effect amounts to acceptance of it.

3. Eligibility, registration and account security

Use of the Services presupposes that you possess the legal capacity to conclude a binding contract and that no applicable law bars you from such use. Registration, billing and contact particulars must be supplied accurately and completely and kept current for the whole term.

Everything done under your Account — by employees, contractors, agents and any other authorised users — is your responsibility. Credentials must be held in confidence, sensible access controls applied, and any unauthorised access, security breach or misuse touching the Account reported to us without undue delay once it comes to your knowledge.

We may ask for further information reasonably required to confirm your identity, authority, business particulars, payment method or compliance standing, and may decline a registration, attach conditions to usage or suspend access where that is needed to counter fraud, abuse, sanctions exposure, security concerns or a suspected breach of these Terms or of the law.

4. Right of use and nature of the services

Conditional on these Terms and on timely settlement of the applicable fees, you receive for the subscription term a limited, non-exclusive, non-transferable and non-sublicensable right of access to the Services for internal business purposes, extending to your authorised users acting solely for your benefit and within the bounds of the purchased Subscription Plan.

The Services are built around customer support operations and may comprise AI-driven generation of responses, knowledge workflows with retrieval augmentation, chat widgets, analytics, rule-based guidance, workflow controls, integrations and connected functionality; the availability of particular capabilities can hinge on supported integrations, the quality of the data supplied, model availability or the tier of the plan.

Outputs come into being automatically and can prove incomplete, inaccurate, out of date, biased or ill-suited to a given situation. Reviewing, approving, rejecting and applying Outputs — customer-facing replies dispatched over your connected channels included — rests with you alone. Nothing the Services produce amounts to legal, regulatory, accounting, employment, medical or other professional advice.

5. Conduct that is not permitted

Neither you nor anyone you permit may put the Services to a use that is unlawful, fraudulent, harmful, infringing, deceptive, abusive or otherwise at odds with these Terms or with the law that applies.

In particular, it is forbidden: to upload or process material you lack the right to use, or whose handling breaches privacy, confidentiality, consumer-protection, employment, export-control, sanctions, intellectual-property or other legal duties; to employ the Services for producing or distributing spam, phishing, harassment, malware, discriminatory material or customer communications of a deceptive or manipulative nature; to reverse engineer, decompile, disassemble, publish benchmarks without our consent, scrape, mirror or in any other way try to extract source code, models, prompts, weights, security mechanisms or the underlying components of the Services, save so far as the law forbids such a restriction; to defeat usage limits, access controls, rate limits or security features, or to disturb the integrity or performance of the Services and connected systems; to build or train a rival product or model by means of the Services or their Outputs where doing so infringes the law or our intellectual property; or to pass off AI-generated material as wholly human work where disclosure is a legal or commercial necessity, or to let the Services alone decide high-risk matters without adequate human oversight.

6. Customer content, responsibility for data, integrations

Ownership of Customer Content stays with you, subject only to the rights these Terms confer on us. You grant to us and to our subprocessors a non-exclusive, worldwide right to copy, host, transmit, process, reformat, display, extract signals from and otherwise employ Customer Content so far as needed to provide, secure, support, improve and administer the Services, to observe the law and to enforce our agreements.

You warrant that every right, permission, notice and lawful basis required for handing Customer Content to us, and for our processing of it, is in place — including where that content carries personal data, confidential information, customer communications or third-party material. The legality, accuracy, integrity and suitability of Customer Content, along with your configuration choices, automations, escalation settings and response approval workflows, lie with you alone.

Connecting an Integration authorises us to reach it and to exchange data with it on your behalf. Whatever Integration you use remains governed by the terms, privacy policies and operating requirements of its provider; outside products and services — their availability, security, legality and performance — are not our responsibility, and loss of data or service disruption originating in third-party systems beyond our reasonable control gives rise to no liability on our side.

7. Trial period, plans, fees and taxes

A free trial may be offered. When these Terms took effect, the public pricing page announced a trial lasting 30 days. What the trial covers, its usage ceilings, the features included and who qualifies are matters for us to fix, and we may alter, withdraw or replace them at any moment.

Once the trial runs out, keeping access to paid features presupposes buying a Subscription Plan. Fees fall due in advance and the subscription renews of itself for each successive billing cycle unless cancelled ahead of renewal in the manner provided by the plan settings or a written commercial agreement.

You empower us and our payment processors to collect every applicable fee, recurring charge, tax and other agreed amount from the payment method you designate. Save where the contrary is expressly stated, fees can be neither cancelled nor refunded — always without prejudice to mandatory law and to our Refund Policy.

Unless stated otherwise, fees do not include taxes. Sales, use, withholding, VAT, GST and comparable taxes, duties and levies attaching to your purchase or use of the Services fall on you, taxes measured by our net income excepted. Where a withholding obligation binds you, payments are to be grossed up so that the full sum owed arrives with us.

8. Ownership, feedback and aggregated information

The Services, the Website, the Documentation, models, workflows, interfaces, design elements, analytics, accumulated service know-how and every related intellectual property right belong to us and our licensors and remain with us. Beyond the narrow rights these Terms expressly extend, nothing passes to you — not by implication, not by estoppel, not otherwise.

So far as the law allows, ideas, suggestions, enhancement requests, recommendations and other feedback you offer about the Services may be used by us freely and without payment to you, with the proviso that we will not name you publicly as their source unless you consent.

We may compile aggregated, anonymised and de-identified usage statistics, diagnostics and service analytics from which neither you nor any End User can be identified, and may draw on them for security, support, research, trend analysis, benchmarking and the betterment of the Services.

9. Early-access functionality

Alpha, beta, preview, experimental and early-access capabilities (“Beta Features”) may be made available. Such features can be incomplete, can change or vanish at any time without support, and can carry additional usage rules or dedicated notices.

Beta Features come “as is” and “as available”, free of warranties, service commitments, support duties or promises of continuity. Absent a written agreement to the contrary, they are not meant for production-critical work or for handling data of a highly sensitive character.

10. Data protection, security and compliance

Our Privacy Policy sets out how personal data serving our own business ends is gathered and used. You acknowledge that, circumstances depending, we stand either as an independent controller — for instance over account administration, billing, security and marketing communications where lawful — or as a processor or service provider following your instructions with respect to Customer Content passing through the Services.

Judging whether the Services suit your intended use is your task, embracing questions such as whether a data processing agreement is needed, whether privacy or security assessments should be run, what notices End Users must receive, and how the Services ought to be configured to square with your legal and contractual duties.

Administrative, technical and organisational safeguards of a reasonable standard will be kept up by us for the protection of the Services and of Customer Content. No service delivered over the internet or from the cloud can be promised to run securely and without interruption at all times, and backup strategies, internal approvals and business-continuity arrangements fitting your operations remain matters for you.

11. Evolution of the services and support

Features, model providers, integrations, workflows, limits, interface elements and Documentation may be improved, altered, suspended or retired by us over time. Where practical, reasonable efforts will be applied so that core paid functionality is not materially degraded during a running subscription term, save where security, legal or third-party dependency considerations demand the change.

Service levels, uptime undertakings, support response times, onboarding deliverables and dedicated support duties bind us only where the relevant Subscription Plan, an order form or a separate written agreement spells them out. Public statements about target response times, ticket resolution or comparable outcomes serve as illustration and create no contractual guarantee unless writing expressly says so.

12. No warranties

So far as the law tolerates, the Services, the Website, the Documentation, Beta Features, Outputs and every related material come on an “as is” and “as available” footing. Every warranty — express, implied, statutory or other — is disclaimed, the implied warranties of merchantability, of fitness for a particular purpose, of title and of non-infringement among them, as are assurances of accuracy, uninterrupted availability, security, satisfaction of your requirements or the attainment of any business result.

No promise is made that Outputs will be correct, complete, compliant or fit for a given use case, nor that any defect will be cured within a particular period. Human review, fallback workflows, escalation paths and safeguards proportionate to your use of the Services are yours to put in place.

13. Limits of liability

So far as the law tolerates, neither party answers to the other for indirect, incidental, special, consequential, exemplary or punitive damages, nor for lost profits, revenues, business, goodwill, anticipated savings or data, nor for business interruption, however such losses may arise from these Terms or in connection with them, even where the possibility of such damages was made known.

Our liability in the aggregate, however arising from these Terms, the Services or the dealings between the parties, stops at the lesser of two figures: the fees you actually paid us for the Services over the three (3) months immediately before the event founding the claim, or AED 5,000. Liability which the applicable law does not allow to be capped stands outside this ceiling.

Nothing here excludes or narrows liability for wilful misconduct, for fraud or for fraudulent misrepresentation, for death or personal injury brought about by negligence wherever exclusion of such liability is impossible, or for anything else the applicable law refuses to see excluded or limited.

14. Your indemnity

You will defend, indemnify and hold harmless KeepFlow together with its affiliates, officers, directors, employees, contractors and agents against claims, actions and investigations brought by third parties, together with damages, losses, judgments, liabilities, settlements, costs and expenses (reasonable legal fees included), arising from or connected with: (a) Customer Content; (b) use of the Services contrary to these Terms or to the law; (c) your dealings with End Users; (d) the Integrations you connect; or (e) negligence, fraud or misconduct on your side.

15. Duration, suspension and termination

The Terms take effect at your first acceptance or first use of the Services and run until brought to an end. You may cease using the Services and switch off renewal in your account settings where the option exists, or by written notice as the Subscription Plan or order form provides.

Access may be suspended or curtailed by us at once where that is reasonably required to avert harm, look into suspected abuse, shield the Services or other users, observe the law, react to a security incident, deal with overdue payment or give effect to these Terms; reasonable efforts to inform you will be made wherever doing so is lawful and practical.

Termination with immediate effect is open to us if you commit a material breach and let a reasonable cure period after notice pass unused, if insolvency or comparable proceedings reach you, if carrying on would place us in legal or regulatory jeopardy, or if a court, regulator or governmental body so orders. On termination your right to the Services lapses at once, while stipulations meant by their nature to outlast the contract stay alive — accrued payment obligations, intellectual-property clauses, confidentiality, disclaimers, liability limits, indemnities and the provisions on resolving disputes among them.

16. Notices and complaints

You accept that notices from us may go to the e-mail address tied to your Account, may be delivered inside the Services or may be posted on the Website. Notices travelling the other way should reach support@movedesk.io or the contact points published on the Website, unless a signed contract names a different notice address.

Complaints, support issues and legal enquiries should come with enough detail for the matter to be examined. A response within a commercially reasonable period will be attempted, though intricate legal, billing or security questions can take longer to investigate and settle.

17. Applicable law and forum

These Terms, non-contractual obligations connected with them included, are subject to the laws of the United Arab Emirates, conflict-of-law principles set aside.

Failing a different written agreement, disputes, controversies and claims arising from or connected with these Terms or the Services belong exclusively before the courts of the United Arab Emirates. So far as the law permits, a claim must be raised within six (6) months of the cause of action coming into being.

18. General provisions

These Terms, read together with the applicable Subscription Plan, any order form, DPA or other written commercial document we have accepted, make up the whole agreement of the parties on the Services and displace earlier discussions and understandings on the same subject.

Assigning or transferring these Terms requires our prior written consent, except where the assignment accompanies a merger or the sale of substantially all your assets and the assignee commits in writing to these Terms. We for our part may assign them in the course of a corporate reorganisation, merger or asset sale.

Should any stipulation prove invalid or unenforceable, the rest keep their full force, and the failing stipulation is to be read so as to carry out the parties’ original intent as nearly as the law allows.

Delay in exercising a right under these Terms, or failure to exercise it, waives nothing; a waiver counts only when recorded in writing over the signature of an authorised representative of the party waiving.

No partnership, agency, fiduciary, employment or joint-venture relationship arises between the parties out of these Terms.