General terms and conditions of Raydesk
1. Principles
1.1 Scope of application
These Terms and Conditions ("TOS") for users of Raydesk govern access to and use of the services of Raydesk GmbH ("Raydesk") and all related transactions offered as part of a Software as a Service solution online via www.raydesk.co as well as other top-level domains. Please read these TOS carefully before using the Services, as use of the Services, opening a customer account, or ordering a subscription, whichever comes first, is deemed to be your agreement to the terms of the TOS. Your acceptance of the TOS constitutes your agreement to be bound by the terms of the TOS with respect to your access and use of the Services. No other terms will apply unless agreed to in writing by Raydesk, through a person authorized by Raydesk.
Raydesk may refuse subscription orders for any reason or no reason. A subscription order is not binding on Raydesk until Raydesk confirms payment of the subscription fee in writing.
Unless otherwise agreed in writing by Raydesk, the TOS and the Additional Terms, including without limitation the Data Portability Policy referenced in these TOS, as unilaterally amended from time to time by Raydesk (the "Additional Documents and Policies"), together with the terms of Raydesk's email confirmation (the "Subscription Confirmation"), constitute the entire agreement between you and Raydesk and supersede all prior written or oral agreements, proposals or other representations with respect to the Services. In the event of any conflict between the provisions of these TOS, the Additional Documents and Policies and the Subscription Confirmation, the following order of precedence shall apply: 1. the Subscription Confirmation; 2. these TOS; 3. the Privacy Policy.
If you access or use or continue to use the Services after being notified of a change to the TOS or other referenced documents, you acknowledge that you have read, understand and agree to the TOS and all such documents.
1.2 Definitions
Terms not defined in the other provisions of these GTC shall have the following meanings.
Services: means the services provided by Raydesk using the Raydesk Software and such other applications as Raydesk may from time to time deem appropriate, which enable Users to quickly and efficiently book (primarily) workstations or further places or items suitable for booking, in a business for which they work. The product user can also record the infrastructure of buildings and use suitable evaluations and rules within the software. In the basic version a limited number of evaluations and rules are free of charge and in the extended versions extensions are usable for a fee by taking out a Raydesk Pro Subscription (as defined below) in accordance with these GTC.
Product Purchaser: means any person or entity that uses or purchases the Services either with or without establishing an Account with Raydesk and is bound by these TOS, the Additional Documents and Policies and the Subscription Confirmation.
User: means any natural or legal person who uses the Services as a User at the direction of the Product Purchasers. For the avoidance of doubt, Users do not enter into a contractual relationship with Raydesk. The responsibility of compliance with the GTC lies with the Product Purchaser, who is responsible for the correct use of the Software by the Users.
Raydesk Pro: means the paid services of Raydesk, available as Pro or Pro Solution, which are described in detail at Raydesk.co, which description is fully incorporated by reference into these TOS.
Account: means the account established by a Product Subscriber and/or Raydesk to enable a Product Subscriber to access and use the Services. The following information, or additional information as may be determined by Raydesk from time to time, is required to establish such Account: first name, last name, business email address, company name and, for Raydesk Pro, mailing address.
Upgrade: means the change of a Product Subscriber's subscription from a Free Subscription to a Raydesk Pro Service of any type or a change within the Fee-based Services (e.g., from Pro to Business, which a Product Subscriber may make at any time by creating an Account and making the appropriate change.
Downgrade: means a change from a Raydesk Pro Subscription to a Free Subscription or a change within the Paid Services (e.g. from Business to Pro). Such downgrade shall only become effective after the expiry of the agreed term of the existing Raydesk Pro subscription. It is clarified that the Product Subscriber acknowledges and agrees that a downgrade will not result in a refund of the paid subscription fees.
API: refers to an interface for programming applications, which is a program part provided by a software system (here: Raydesk App) to other programs for connection to the system.
2 Use of the services
2.1 License
Unless otherwise agreed in writing by Raydesk, Raydesk grants you a limited, worldwide, personal, non-exclusive, non-sublicensable and non-transferable license to access and use the Services through the API or a web-based Hosted Service Platform solely for your internal business purposes and to the extent necessary for the use of the Services as agreed between you and Raydesk.
2.2 Usage
Unless Raydesk has entered into a separate agreement with you, you agree to use the Services only in accordance with:
(i) the provisions of these GTC; and
(ii) the Acceptable Use Policy for the Raydesk Services, as may be amended by Raydesk from time to time; and
(iii) all other additional documents and guidelines
(iv) or use in accordance with applicable laws, rules and regulations.
2.3 Creating an account and communication
In order for you to access and/or use the Services as a Product Subscriber, Raydesk may, in its sole discretion, require you to create a user account on a website or platform designated by Raydesk, or Raydesk may, in its sole discretion, create such a user account for you. You are required to provide all information provided as part of the registration process accurately and truthfully and to keep such information current.
You are also solely responsible for maintaining the security of your password and the passwords of users registered under your account in accordance with these TOS and the policies referenced herein, including without limitation the Acceptable Use Policy for the Raydesk Services. It is not allowed to create accounts in an automated way, e.g. by bots.
2.4 Free trial, free services and paid services
2.4.1 Free services
Raydesk may, in its sole discretion, offer the Services with limited functionality to a Product Subscriber free of charge ("Free Service").
2.4.2 Raydesk Pro
Registration. In order to use Raydesk Pro Services of any kind, you must create an Account and accept the terms of these TOS during registration, as well as certain other terms as Raydesk deems necessary.
You acknowledge and agree that Raydesk may charge the subscription fee for the selected Raydesk Pro Service to the credit card or other payment card you used during registration. Unless otherwise agreed to in writing by Raydesk, your subscription for the selected Raydesk Pro Service will have a term of twelve (12) months from the date Raydesk receives payment in full for the selected subscription period in advance.
Raydesk Pro. Subscriptions automatically renew for twelve (12) calendar months at a time until User cancels the subscription at or before the end of the applicable subscription period. If you do not cancel your subscription on or before the last day of the subscription period, you acknowledge and agree that Raydesk will charge you for the subscription period for the 12-month renewal period.
Subscription Fee. The applicable Subscription Fee will be the amount set forth on the Order Form submitted by you when signing up for a Raydesk Pro Service. Value-added or sales taxes, excise and other taxes and similar charges are not included in the Subscription Fee and will be billed separately to the User to the extent Raydesk is required to collect such taxes and charges under applicable law.
Free Version. Raydesk may, at its sole discretion, provide a Product Subscriber who has not previously subscribed to the Raydesk Pro Services with access to the Raydesk Pro Services free of charge to allow the User to try Raydesk Pro for a specified period of time ("Free Trial").
You do not need to provide a credit card number or any other payment method for the Free Trial. Raydesk determines the period of time for the Free Trial at its sole discretion and may downgrade, limit or otherwise change the Services or any portion thereof provided to the Product Subscriber, and thus to the User, in the Free Trial at any time without prior notice to the User. Raydesk may revoke a Product Purchaser's right to use the Services under a free trial with immediate effect and without cause. Product Subscriber acknowledges and agrees that in no event shall Raydesk be liable to Product Subscriber or any third party for any downgrade, restriction, modification or revocation of Product Subscriber's access to and use of the Services (or any portion thereof). Raydesk will notify Product Recipient within a reasonable time of the expiration date of the Free Trial.
Conversion from Free Trial to Free Services. Upon expiration of the free trial period, the subscription will be automatically switched to a free service starting on the day following the expiration of the free trial period, unless the User subscribes to a Raydesk Pro service in accordance with Section 2.4.2.
2.5 Price changes
Raydesk reserves the right to change the subscription fees of all Raydesk Pro Services. Such changes will be communicated to you within a reasonable period of time by email to the email address you provided to Raydesk during registration.
Changes to the Subscription Fees will not affect any Subscription that has already been paid for until the expiration of the paid subscription period. If you do not agree with the change in subscription fees, you may choose not to renew your subscription.
2.6 Using the API
In the event that your subscription to the Services includes access to the API, Raydesk hereby grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license solely for the use of the Services by the Product Subscriber and the number of Registered Users. In the event that Raydesk grants you access to the API, your access to and use of the API is subject to these TOS and Raydesk's other policies and rules, which may be incorporated herein by reference from time to time.
Excessive use or misuse of the API, including any violation of the Acceptable Use Policy by the Product Subscriber, may result in the temporary or permanent revocation of your access to the API. Raydesk will be the sole judge of when use is abusive or excessive.
Notwithstanding the foregoing, Raydesk reserves the right to restrict, modify or discontinue, temporarily or permanently, the API (or any part thereof or your access to the API) at any time. In particular, unless otherwise agreed in writing by Raydesk, Raydesk reserves the right to limit the number of requests and/or transactions made through the API. Raydesk shall be free, without obligation, to notify you of any such limitation, modification or discontinuance.
Use of the API is free of charge up to a certain level of usage set by Raydesk from time to time. Larger transaction volumes are subject to a fee. Raydesk will notify the User within a reasonable period of time if Raydesk has reason to believe that the Product User will exceed the permitted usage of the API. The Product Subscriber may, at its option, either purchase a higher volume for the use of the API in accordance with the terms to be agreed with Raydesk by contacting Customer Support, or immediately discontinue the use of the API upon request by Raydesk.
If Raydesk grants you the right to use the API, you may indicate in your Product during the term of your Raydesk Pro Subscription that the Raydesk API is being used, unless Raydesk has agreed otherwise in writing. In no event shall any provision of these TOS be construed as granting Raydesk a license to use Raydesk's Marks.
3. Service provision by Raydesk
3.1 Limited warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES PROVIDED BY RAYDESK ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND RAYDESK DISCLAIMS ALL OTHER PROMISES, DISCLAIMERS, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND DATA ACCURACY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. RAYDESK DOES NOT WARRANT (a) THAT THE SERVICE OR ANY OTHER SERVICES PROVIDED BY RAYDESK WILL MEET THE REQUIREMENTS OF THE PRODUCT PURCHASER OR OTHER PERSONS OR (b) THAT THE PROVIDING OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR (c) THAT THE SERVICE MAY OBTAIN ANY INTENDED GOAL OR (d) THAT THE SERVICE OR ANY PART THEREOF MAY BE RELATED TO ANY INTEGRATION, SOFTWARE, SYSTEMS OR OTHER SERVICES ARE COMPATIBLE OR FUNCTION WITH THEM OR THAT THEY ARE SAFE, CORRECT, COMPLETE OR FREE OF HARMFUL CODES OR (e) THAT ALL ERRORS ARE CORRECTED.
3.2 Limitation of liability
IN NO EVENT SHALL RAYDESK BE LIABLE TO PRODUCT PURCHASER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF THE CLAIM, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, COSTS OF DELAYS, FAILURE TO DELIVER, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR RECORDS, COST INCREASES, DIMINUTION IN VALUE OR LOSS OF BUSINESS, PRODUCTION OR REVENUE, LOSS OF GOODWILL OR DAMAGE TO REPUTATION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES OR LIABILITIES TO THIRD PARTIES ARISING IN CONNECTION WITH THIS AGREEMENT OR FROM ANY OTHER CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RAYDESK SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ATTRIBUTABLE TO: (I) THE USE OF THE SERVICES BY THE PRODUCT SUBSCRIBER, USER OR HIS/HER INABILITY TO USE THE SERVICES; (II) CHANGES MADE BY RAYDESK TO THE SERVICES AND ANY PERMANENT OR TEMPORARY DISCONTINUANCE OF SERVICE PROVISION; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA OF THE PRODUCT SUBSCRIBER OR ITS USER; (IV) THE DELETION, CORRUPTION OR FAILURE TO STORE CONTENT AND OTHER CONNECTION DATA RETAINED OR TRANSMITTED BY OR THROUGH THE USE OF THE SERVICES; (V) THE RECOVERY OF DATA OR BREACH OF DATA OR SYSTEM SECURITY; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICES, IN EACH CASE REGARDLESS OF WHETHER RAYDESK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE WAS OTHERWISE FORESEEABLE. THIS LIMITATION OF RAYDESK'S LIABILITY SHALL APPLY REGARDLESS OF WHETHER ANY OTHER PROVISION OF THIS AGREEMENT HAS BEEN BREACHED OR FOUND TO BE INEFFECTIVE. RAYDESK'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, EQUITABLE LIABILITY OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL FEES PAID BY USER TO RAYDESK UNDER THESE TERMS AND CONDITIONS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH CLAIM. IF SUCH FEES EXCEED THE LIABILITY CAPITAL OF RAYDESK AS A LIMITED LIABILITY COMPANY, THE MAXIMUM OF THE LIABILITY CAPITAL OF THE LIMITED LIABILITY COMPANY SHALL APPLY.
Product Purchaser acknowledges and understands that the disclaimers and limitations of liability set forth in this Section form an essential basis of the agreement entered into between the parties, that the parties have relied on these disclaimers and limitations of liability in negotiating the terms of these TOS, and that the terms of these TOS would be materially different absent these disclaimers and limitations of liability.
3.3 Technical support
Raydesk provides technical support on a "best effort" basis and exclusively via email. A User may send his/her request to the e-mail address contact@raydesk.co in each case. Raydesk does not guarantee the availability of technical support when used outside of Raydesk Business Services. For users of a Raydesk Business Account, the terms of the separate Service Level Agreement apply.
3.4 Improvement, modification, discontinuation of services and maintenance
Raydesk may at any time, for any reason or no reason, permanently or temporarily suspend, limit, discontinue or modify the Services (or any part thereof) or add new types of Services. Such changes will be effective without further action by either party and will automatically be subject to these TOS. If you continue to use the Services (or any part thereof) after we have made changes, this will signify your acceptance of those changes. If the suspension, restriction, discontinuance, removal or modification of the Services resulted in a materially significant change to the agreed-upon Services, you may terminate your subscription for cause, effective immediately. The definition of a material change shall be made solely by Raydesk. Raydesk shall in no event be obligated to refund the Subscription Fee for the remaining term in the event of such termination.
Raydesk may perform maintenance on the offered Services at any time and at its sole discretion. Maintenance that requires a shutdown of the Services will be communicated to the User by email at least 72 hours prior to the shutdown. Raydesk will endeavor to keep any required shutdowns of the Services to a minimum. In no event will Raydesk be liable to you or any third party for any damages caused by or related to such shutdown.
3.5 Involvement of third parties
You hereby acknowledge and agree that Raydesk may at any time engage third parties to provide the Services or any part thereof.
3.6 Integration of advertising in the services
You acknowledge and agree that Raydesk may also fund the Free Services through advertising and/or other promotional efforts and may provide users with advertisements, promotions and other related correspondence or materials. The display of advertisements may be controlled by Raydesk, its affiliates and/or their respective service providers based on information generated by your use of the Services, and you hereby consent to the use of such information by Raydesk and/or its affiliates and accept the terms of the Privacy Policy, which is incorporated by reference herein and may be amended by Raydesk from time to time. Raydesk, its affiliates and/or their respective service providers may change the nature and scope of advertising and promotional activities and materials at any time. If you use the Free Services, you may not block, interfere with, or otherwise technically disable the advertisements.
4. Intellectual property rights
4.1 Ownership
Raydesk, its affiliates or their respective licensors retain exclusive ownership of all right, title and interest in and to the Services and all components thereof, including but not limited to the Software. The User acknowledges that it does not own or acquire any other rights in the Services or any part thereof not expressly granted by these TOS.
4.2 Raydesk brands
Without limiting the generality of Section 4.1, you acknowledge that Raydesk's names, trademarks, logos, marks, trade names, trade secrets and/or service marks (the "Raydesk Marks") are the exclusive property of Raydesk, its affiliates or licensors and that, except as otherwise expressly provided in these TOS, users have no right to use the Raydesk Marks without Raydesk's prior written consent. Except as otherwise expressly provided in these TOS or in a separate agreement with Raydesk, you are not authorized to represent that you have any right, title or interest in or to any Raydesk Marks.
4.3 Duties of the users in relation to the intellectual property of Raydesk
You may not (i) decompile, disassemble, reverse engineer or otherwise attempt to obtain or discover the source code from which any software component of the Services is compiled or interpreted, and you acknowledge that nothing in these TOS shall be construed to grant you any right to obtain or use any such code; (ii) develop derivative products therefrom, except with Raydesk's prior written consent; or (iii) permit any third party who is not an Authorized User to access or use the Services as a service provider; (iv) assign, sublicense, sell, resell, lease, rent or otherwise transfer or pledge as security or otherwise encumber your rights. You shall ensure that your use of the Services complies with all applicable laws.
5. Remedial action and termination for cause by Raydesk.
If Raydesk considers that a User is in breach of the TOS or the Acceptable Use Policy of the Raydesk Services, in particular through the User's unauthorized, excessive or abusive use of the Services, or that a User has created a risk for Raydesk, the Integrations and/or third parties, Raydesk may unilaterally block, disable or revoke the User's access to the Services, Raydesk shall have the right to unilaterally block, disable or revoke the User's access to the Services (in whole or in part) with immediate effect or, if the harm caused by the breach is reversible (as determined by Raydesk), to notify the User of the breach. If User fails to remedy the harm within fourteen (14) days from the date of Raydesk's notice (if determined by Raydesk to be reversible), Raydesk may terminate the Agreement with User and block User's access to the Services, effective immediately upon expiration of the notice period.
In case of such termination by Raydesk, the User shall not be entitled to any refund of the subscription fees paid.
6. Compensation
You agree to defend, indemnify and hold Raydesk, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers and assigns harmless from and against any and all actions, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable attorneys' fees) (the "Damages"), arising out of or in connection with (i) your violation of any provision of these TOS or (ii) your use of the Services and any information obtained through access to and use of the Services, and (iii) the Content you upload and the URL you choose, including but not limited to our use thereof and/or any misappropriation or infringement of any intellectual property rights of any third party.
7. Final provisions
7.1 Applicable law and place of jurisdiction
These GTC shall be governed exclusively by Swiss law, excluding the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods. Any disputes arising from these TOS shall be subject to the jurisdiction of the courts of Zurich, Switzerland. The User and Raydesk irrevocably submit to the exclusive jurisdiction of such courts with respect to any dispute, action or proceeding and waive any objection they may have to such jurisdiction, including but not limited to the objection of forum non conveniens.
7.2 Data protection
Our Privacy Policy, available at https://Raydesk.co/, explains how we and, where applicable, our service providers collect and use your information that we obtain through your use of the Services or your registration for an account with Raydesk. We are committed to protecting your privacy and the security of the information we collect, and we comply with applicable data protection laws. You acknowledge and agree that the provisions of our Privacy Policy are hereby incorporated by reference into these TOS. By using the Services, you acknowledge that you have read and accept the terms of the Privacy Policy, as may be amended by us from time to time.
7.3 Severability clause
Should one or more provisions of these GTC be or become invalid, this shall not affect the validity of all other provisions or agreements. Raydesk may replace the invalid provisions with a provision that comes as close as possible to the economic sense and purpose of the invalid provision in a legally permissible manner.
7.4 Notices and amendments to these GTC
Unless otherwise specified in these TOS or with the User, written communications from Raydesk to the User will be made via the email address provided in the User Account or during the registration process. You are responsible for keeping your email address current at all times during the term of your subscription to the Services. User may contact Raydesk for concerns via contact@raydesk.co. A notice is considered duly delivered on the day after the email is sent.
Raydesk reserves the right to modify these TOS at any time. Raydesk may, at its sole discretion, provide the User with written notice of such changes in accordance with the preceding paragraph via In-App Messaging or by posting the notice on a banner on the Website, provided that such changes shall take effect without further action by either party. In the event of a material change to these TOS, you may terminate the Subscription prior to the agreed end of the Subscription Period within one (1) month of notification of the change. All services received in this connection up to the time of termination of the contract must be paid for in full. No refund will be paid to you for the remainder of your subscription period. With regard to price changes, the provisions of section 2.5 above shall take precedence. If you do not terminate the contract within the notice period according to this clause 7.4. using the function set up for this purpose in your account or if you continue to use the services after the expiry of the notice period, this shall be deemed to be your consent to the changes to the GTC in their entirety.
7.5 Assignment
You may not assign or transfer your rights and/or obligations under these TOS, the Additional Documents and Policies, or the Subscription Confirmation without Raydesk's prior written consent.
7.6 Force majeure
If Raydesk is prevented or delayed from performing its obligations under this Agreement due to circumstances beyond Raydesk's reasonable control, such as war, riot, fire, flood, epidemic, pandemic or resulting governmental restriction or failure of public utilities or public transportation systems, such prevention or delay shall not be deemed a material breach of this Agreement. Rather, the relevant obligation shall remain in full force and effect and shall be performed or made good as soon as practicable after the relevant circumstances causing such non-performance or delay have ceased. If Raydesk is prevented from performing or delayed in performing for more than ninety (90) days, you may terminate this Agreement upon thirty (30) days written notice. This provision does not apply to the payment obligations set forth in these TOS.
7.7 No third-party beneficiaries
You acknowledge that the agreements set forth in these TOS are intended solely for the benefit of the Parties and their successors. Except for Authorized Users authorized by a valid Subscription, nothing in these TOS, express or implied, gives any person or entity, other than you and Raydesk and their respective successors, any rights at law or in equity to enforce any provision of these TOS.
7.8 Waiver
Raydesk's waiver of any claim based on your breach of these TOS shall not be construed as a waiver of any claim related to any other present or future breach.
Last updated: 21.02.2022