Customer Terms.
Please read these customer terms of use ("Customer Terms”) carefully before accessing or using any CurrentDesk services or products (“Service”) provided through our website at https://currentdesk.com (“Website”).
The Website is operated by CurrentDesk, LTD, a private limited company registered in British Virgin Islands with an address of Wickhams Cay 1 Road Town, Tortola, British Virgin Islands (“we” or “us” or “our”). These Customer Terms apply to all Customers who access or use the Service.
By clicking on the accept buttons relating to the Customer Terms, Data Processing Agreement and Privacy Policy, you agree to be legally bound by these Customer Terms, Data Processing Agreement and Privacy Policy as they may be modified and posted on our Website from time to time. In these Customer Terms, “you” refers to the entity you represent (“Customer”).
If you do not agree with these Customer Terms, Data Processing Agreement or Privacy Policy, you may not use the Service.
You may connect to the Service using an Internet browser supported by the Service. You are responsible for obtaining access to the Internet and any equipment necessary to use the Service.
You shall not upload or enter any personal data, revealing: (i) racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership; (ii) data concerning health or sex life or sexual orientation; or (iii) genetic data or biometric data, (“Sensitive Personal Data”) into the Service.
Term
Use of your account shall commence after signup and shall continue in accordance with the terms of your chosen Service Agreement.
Relationship Between Customer and Users
You are responsible for ensuring that all contact, email and name details used in connection with the Service are accurate and current during the term of this agreement.
You shall ensure that all you comply with these Customer Terms and you shall be liable for any breaches of the Customer Terms caused by any acts or omissions.
You are not permitted to share your username and password with any other person nor with multiple users on a network.
You are responsible for any and all activities that occur in your account. You will immediately notify us if you become aware of any unauthorized use of your account, passwords or any breach of security. If one of your employees or associates misuses your account you are responsible for taking any remedial action to protect your account. The Customer may request our help in providing audit activity to help ascertain any breaches. We shall act with reasonable care in providing audit assistance but shall have no liability for any loss or damage arising as a result of providing such audit assistance
Customer Data
You own all content and data you add to your account and you retain sole ownership of all rights, title and interest in, and to, your Customer Data. You have the sole responsibility for the legality, reliability, integrity, accuracy and quality of your Customer Data.
You grant us the perpetual right to use Customer Data in an anonymized format.
We have no responsibility for the way in which you choose to use your account to store or process your Customer Data. In particular we maintain a directory where some non-CurrentDesk products are available for integration or you may choose to create your own integration via the application programme interface (“API”). We do not warrant or support these products, and you decide whether or not you wish to enable them. If you choose to use any third party integration and we become aware of excessive requests to your account via the API we reserve the right to suspend access to the API. We shall attempt to email you prior to suspension.
If Customer Data is being passed from, or to, the Service through an API, we will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted, or accessed by, third party products.
Fees Invoicing & Payment
For paying accounts, the Customer agrees to provide us with valid payment via cashier's check or wire transfer and authorize us to deduct payments of the current monthly fees as published on our Service Agreement. Payment methods and payments are subject to validation and authorisation checks of the issuer.
If you sign up for a fee paying account on a trial basis and do not cancel that account within 30 days of signup, the Service shall continue until cancelled or terminated and you shall be liable to pay monthly fees for the account. Customer will be billed monthly in advance on or around the 30th day after your account was created. There will be no refund or credit for partial months of Service. Fees are chargeable and shall be payable until an account is terminated or cancelled, even if you never use the Service.
Free accounts are not required to provide a payment method. If you upgrade from a free account to a fee paying account there is no trial period. You will be charged for the first month immediately following any such upgrade.
If you downgrade your account then you may lose content, features or capacity. We do not accept any liability whatsoever for such losses.
All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on use of the Service and such amounts shall be the responsibility of, and payable by, the Customer.
All invoices are due and payable within 30 days of receipt of invoice.
Suspension & Termination
Suspension & Locking Access
Only the Customer can ask us to lock all access to your account for any reason.
We reserve the right to suspend access to your account if you fail to provide valid payment details that enable us to charge the full amount of any outstanding fees and charges due or you fail to pay us any sums owed for the Service for any reason. We will provide you with prior notice by email of our intention to suspend your Customer account. If, within 60 days of suspending your Customer account, the amount of any outstanding fees and charges is not paid to us in full, your Customer account will be cancelled.
Termination & Cancellation
We may terminate these Customer Terms immediately by giving you written notice if you commit any breach of these Customer Terms. We may terminate these Customer Terms for any other reason upon giving you 30 days written notice.
Termination of these Customer Terms for any reason shall not affect the accrued rights of the parties arising under these Customer Terms and all rights which by their nature should survive the expiration or termination of these Customer Terms shall remain in full force and effect.
Except for paying accounts, we reserve the right to cancel and delete your account if you haven't accessed the Service for more than 3 consecutive months. We will provide prior notice by email to you before we do so. Each account will be considered as an independent and separate account for the purpose of calculating the inactive period. Any one user accessing the account will keep the account active.
When an account is terminated or cancelled, the account and any content left behind in the account will be made inaccessible. For a period of 14 days after any account has been cancelled you may request that we restore your account. After this period, your account and all Customer Data contained within it will be permanently deleted and the agreement between us as set out in these Customer Terms will automatically terminate. Please be aware that partial data may reside in our backup and/or archive systems for a period of up to 50 days.
Data Processing
Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements including without limitation the Data Processing Agreement.
To the extent that personal data is processed by us on your behalf when you use the Service, you acknowledge that we are a data processor and the Customer is a data controller. The terms of the Data Processing Agreement shall apply to all Customer Data that we process on your behalf.
Any information that you provide to us during signup or information provided when ordering the Service (such as the Customer’s email address) will be used by us in accordance with the terms of the Privacy Policy.
If a third party alleges infringement of its data protection rights, we shall be obliged to take measures necessary to prevent the infringement of a third party’s rights from continuing.
Availability & Support
We will endeavor to make the Website and Service available to the Customer 24 x 7, but we shall not be liable if for any reason the Website or Service is unavailable at any time or for any period.
We may suspend access to your account temporarily and without notice in the case of system failure, maintenance or repair or due to a Force Majeure Event (defined below).
We will provide technical support to you by email only. Technical support will only be provided for bugs or errors that are reproducible by us. You agree to provide us with full and accurate details of all bugs and errors, on request. You acknowledge that we provide no warranty that all or any bugs or errors will be corrected.
Neither our staff nor our third party service partners have access to any user passwords.
Intellectual Property Rights
All intellectual property rights and title to the Service and materials on the Website, including without limitation photographs and graphical images (save to the extent they incorporate any Customer Data or third party owned item) shall remain owned by us and our licensors and no interest or ownership in the Service or Website is transferred to the Customer. Nothing in these Customer Terms shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Service or Website.
No part of the Website or Service may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.
When using the Service, Customers are encouraged to provide us with their feedback, suggestions or ideas for changes to the Service (“Feedback”). The Customer assigns to us all rights, title and interest in any Feedback. If for any reason such assignment is ineffective, the Customer shall grant us a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such feedback without restriction.
We may take and maintain technical precautions to protect the Service and Website from improper or unauthorised use, distribution or copying.
Acceptable Conduct
You are prohibited from posting or transmitting to or from the Website and/or the Service any material: (i) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or (ii) for which you have not obtained all necessary licences, consents and/or approvals; or (iii) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or (iv) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
You must not use the Website or the Service: (i) in any way that breaches any applicable local, national or international law or regulation; (ii) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; (iii) for the purpose of harming or attempting to harm minors in any way; or (iv) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of the above rules on acceptable conduct.
Disclaimer & Customer Warranties
The material on the Website and the Service is provided "as is", without any conditions, warranties or other terms of any kind. While we endeavour to ensure that the information provided on the Website and the information provided in connection with the Service is correct, we do not warrant the accuracy and completeness of such material. We may make changes to the material on the Website or to the Service, or to the products and prices described on the Website, at any time without notice. The material on the Website may be out of date, and we make no commitment to update such material.
We may share information about our future product plans with you from time to time. Please note that any public statement about our product plans is an expression of intent and should not be relied upon when purchasing the Service. Any decision to purchase the Service should be based on the functionality or features we have made available today and not on the future delivery of any functionality or features.
You warrant and represent that: (i) you have authority to enter into this agreement and to perform your obligations under these Customer Terms; (ii) the execution and performance of your obligations under these Customer Terms does not violate or conflict with the terms of any other agreement to which you are a party and is in accordance with any applicable laws; (iii) you shall respect all applicable laws and regulations, governmental orders and court orders, which relate to use of the Service, or Website, and these Customer Terms; and (iv) you rightfully own the necessary user rights, copyrights and ancillary copyrights and permits required for you to fulfil your obligations under these Customer Terms.
Except as expressly stated in these Customer Terms, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law. No warranty is made regarding the results of usage of the Service or Website or that the functionality of the Service or Website will meet your requirements or that the Service or Website will operate uninterrupted or error free.
Limitation Of Liability
We do not exclude or limit our liability to you for fraud, death or personal injury caused by any negligent act, omission or wilful misconduct by us in connection with the provision of the Website or Service, or any liability which cannot be excluded or limited under applicable law.
In no event shall we be liable to you whether arising under these Customer Terms or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any indirect or consequential loss or damage which shall include but not be limited to pure economic loss, losses incurred by any client of yours or other third party, loss of profits (whether categorised as direct or indirect loss), losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, wasted management or staff time, loss or corruption of data, or inability to use or the results of use of the Website or Service, any websites linked to the Website or the material on such websites.
CurrentBusiness and CurrentRisk Limitation of Liability
Solely regarding the CurrentBusiness and CurrentRisk products, you acknowledge and agree our total liability to you (whether in contract, tort or otherwise) under or in connection with the provision of the Website or Service under these Customer Terms including any claim for indemnity or contribution shall not exceed fifty per cent (50%) of the total amount paid by you to us during the preceding three (3) month period.
CurrentBusiness MAM No Liability
For Customers who choose to add the CurrentBusiness Multi-Asset Manager module (CB MAM), you understand, accept and agree that in no event shall we be liable to you whether arising under these Customer Terms or in tort for any losses experienced in any regard whatsoever resulting from the use of CB MAM. Investing and trading are inherently risky, and you accept the responsibility to bear all losses resulting from engaging in such risky behavior.
The Customer shall defend, indemnify and hold us and our employees, sub-contractors or agents harmless from and against any costs, losses, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement by the Customer, User or third party of any intellectual property rights with respect to use of the Website or Service outside of the scope of these Customer Terms; or (ii) use by us of any Customer Data or Customer or User provided item; or (iii) any access to or use of the Website or Service by a User, Client or a third party in breach of these Customer Terms; or (iv) breaches of data protection law or regulations resulting from the us processing data on behalf of and in accordance with the instructions of the Customer or User.
Confidentiality
Each party may use the confidential information of the other party only for the purposes of these Customer Terms and must keep confidential all confidential information of the other party except to the extent (if any) the recipient of any confidential information is required by law to disclose the confidential information.
Each party may disclose the confidential information of the other party to those of its employees and agents who have a need to know the confidential information for the purposes of these Customer Terms but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
The obligations of confidentiality under these Customer Terms do not extend to information that: (i) was rightfully in the possession of the receiving party before the commencement of these Customer Terms; (ii) is or becomes public knowledge (otherwise than as a result of a breach of these Customer Terms; or (iii) is required by law to be disclosed.
You agree that we have developed the Website and Service by investing a great amount of resources to develop proprietary trade secrets and is our proprietary information. You agree that you will not provide all or any part of the Service to any party or make, have made, or license any third party to make, any copy of the Service or software used to provide the Service.
Assignment
You may not transfer, assign, charge or otherwise dispose of these Customer Terms or any of your rights or obligations arising hereunder, without our prior written consent.
We may transfer, assign, charge, sub-contract or otherwise dispose of these Customer Terms, or any of our rights or obligations arising hereunder, at any time.
Relationship Between The Parties
The parties are independent contractors and nothing in these Customer Terms will be construed as creating an employer-employee relationship between us.
Communicating Between Us
We will communicate with you in English only.
All notices from you must be given to us by email at [email protected] or by recorded delivery to Wickhams Cay 1 Road Town, Tortola, British Virgin Islands. Unless explicitly stated otherwise in these Customer Terms we shall give all notices to you by email. Notices shall be deemed received and properly served 24 hours after an e-mail is sent, or for postal letters on receipt.
Changes
We maintain the right to change these Customer Terms, the Data Processing Agreement or Privacy Policy at any time, at our sole discretion upon giving you reasonable notice of any material change. Any changes will become effective on the date stated in such notice. If you or any User accesses or uses the Service after the date stated in any notice, this will constitute the Customer’s acceptance of any changes. If you do not accept the changes you should cancel your account before the date stated in the notice and stop using the Service.
New features in the Service, including new tools and resources, will be subject to these Customer Terms.
Force Majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by events outside our reasonable control (a “Force Majeure Event”).
A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes but is not limited to: (i) strikes, lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks; (v) the acts, decrees, legislation, regulations or restrictions of any government.
Our performance of our obligations shall be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to an end or to find a solution by which our obligations under these Customer Terms may be performed despite the Force Majeure Event.
Miscellaneous
Should a provision of these Customer Terms be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
These Customer Terms, together with all documents referred to in them constitute the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
Governing Law & Jurisdiction
These Customer Terms shall be governed by the laws of British Virgin Islands. The courts of British Virgin Islands shall have exclusive jurisdiction for the settlement of all disputes arising under these Customer Terms.