Enterprise Terms for Service Provider
Last Modified: November 30, 2022
This agreement is entered between ServiceDeck Inc., a corporation formed pursuant to the Canada Business Corporations Act, RSC 1985, c C-44 doing business as Service Deck (“we”, “us” or “our”) and the entity, person and/or sole proprietorship (referred to herein as “you”, “your” or the “Client”) specified as part of the Service Provider Registration Form at https://portal.servicedeck.io/Identity/Account/Register/ServiceProvider. This agreement is made as of the date upon which you or your individual representative clicked to accept it on the Service Deck Platform, as logged by us.
- This agreement forms a legally binding agreement which governs your access to, and the access of each of your end-users (employees, directors, officers, contractors, managers, invitees, etc.) (“End-Users”), to our online platform hosted at https://servicedeck.io and related domains and subdomains, and if made available our iOS and Android mobile applications. Collectively our website, applications and online platform are referred to in this agreement as the “Service Deck Platform”.
- In consideration for providing you and your End-Users with access to the Service Deck Platform and other good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, you agree to the following terms and conditions (“Terms”):
Binding Nature and Documents Incorporated by Reference
Representations and Warranties
- You represent and warrant to us that as a service provider, your business is (i) duly registered and is lawfully permitted to operate in the Canadian provinces and other jurisdictions it operates in; (ii) capable of, lawfully permitted to and duly authorized to enter this agreement by having a designated person click to accept it on our website or application; (iii) lawfully permitted to sell all products and services it offers for sale via the Service Deck Platform; and (iv) otherwise lawfully operating and will, at all times, lawfully operate its business when using the Service Desk Platform.
- You further represent and warrant to us that (i) the description of your business, your goods and services on the platform are (and will remain at all times) accurate and not misleading; (ii) you and each of your employees and subcontractors are qualified and competent to provide the services you make available via the Service Deck Platform; (iii) you will only use lawfully registered business names and/or company names in connection with the platform and the delivery or rental of your products and services; (iv) all goods and services made available for sale or rent on or via the Service Deck Platform, or provided to your end-customers in connection with using our platform, are safe and otherwise comply with all laws, rules and regulations; and (v) each of your End-Users is duly authorized by you to use the Service Deck Platform on your behalf, whether as an employee, consultant or otherwise, to deliver services, correspond with customers or prospective customers, or undertake any other actions they take in connection with the platform and their account.
- We may but shall have no obligation to ask you for additional information to confirm the above representations and warranties are true and remain true at any point in time while these Terms are in force and effect. We may also require that you or your End-Users confirm their identity and/or the full legal name of your business by providing a copy of your driver’s license, government issued ID and/or business formation documents, if applicable.
About the Service Deck Platform and your Relationship with Us
- The Service Deck Platform provides a means for service providers like you to connect with their team and engage and interact with their customers; from invoicing, quoting and messaging to reporting and managing payments. The Service Deck Platform can also serve as a marketplace for connecting you with prospective customers. For existing features see https://servicedeck.io. Such features and functionality may be updated from time to time, however, these Terms will apply to your and your end-users continuing to use the Service Deck Platform, as amended and updated from time to time.
- We do not act as a reseller of your goods or services in connection with the Service Desk Platform. We merely provide the web based software and online marketplace to connect you with customers or prospective customers and facilitate payment via a third party payment processor. When you sell or rent your goods or services via the Service Deck Platform, you are selling or renting goods and services directly to an end-customer you connect with on the platform. Accordingly, it is your responsibility to enter any such legal agreements you deem necessary with such customers and prospects.
- Your relationship with us is that of an independent contracting party, as a licensee of account access to the Service Deck Platform. You and your End-Users are not employees of ours and regardless of whether you are a corporation, sole proprietor or other entity, you are operating your own business in using the Service Deck Platform and are responsible for your own staff, consultants, taxes and regulatory compliance.
- You and your End-Users are not agents, joint venturers or partners of ours and you hereby waive the application of the Partnerships Act, RSO 1990, c P.5 in Ontario, Canada (where we are based) and any successor or similar legislation in any other jurisdiction which may deem a partnership to exist. You agree that no partnership relationship shall exist or be deemed to exist between you and us.
Grant of License, Renewals and Fees
- Subject to these Terms and our End-User Terms and Conditions of Use (https://servicedeck.io/terms-and-conditions/) which each of your End-Users must agree to in order to obtain account access, we will grant your specified End-Users a worldwide, non-exclusive, non-transferable license, without sublicense rights, to access the Service Deck Platform during the term of this agreement. The grant of such license, the number of end-user accounts and access to our platform by your End-Users is subject to you paying all fees associated with their accounts as specified on our website or as otherwise quoted to and accepted by you. All of our fees are subject to the addition of applicable sales and other taxes. We charge fees on both a monthly or annual subscription basis. For some account types, we may also charge one-off fees for connecting you with potential customers via the marketplace section of our platform.
- To the extent you subscribe for a period of time specified on our website or in a quote, we only guarantee such pricing for the duration of your subscription pre-purchased at that time. At the end of your monthly or annual subscription period, we make no guarantees that our fees to renew your account(s) will remain the same.
- We may increase or decrease our fees without advanced notice to you at the end of your then current subscription period. In the event our fees to renew your subscription increase, you will be required to accept the renewal fees in your account and make sure your payment method is up to date.
- At the time of your monthly or annual renewal, if our fees have not change you agree that unless you cancel your accounts prior to the end of your then current monthly or annual subscription period, your accounts will automatically renew for the same duration of your then current subscription period. You agree that we may bill your payment method automatically in connection with such renewals.
- You agree that we may revoke the aforementioned license, or individual account access for your End-Users, in the event (i) you or your End-Users are in breach of these Terms, any representation or warranty granted or any document incorporated by reference; (ii) you fail to pay any outstanding fees, taxes or other amounts owing to us or any third party; (iii) you or your End-Users fail to comply with any policies incorporated by reference herein, or posted on the Service Deck Platform from time to time; (iv) we elect to terminate this agreement; or (v) we no longer offer the Service Deck Platform.
- If we revoke your account(s) as a result of your, or your End-Users breaching these Terms or any representation or warranty, you agree that we shall have no obligation to refund any portion of your account fees.
- However, if we revoke your account(s) because (i) we terminated this agreement without alleging any breach by you; or (ii) we are no longer making the platform available to any of our customers online, we will refund a pro-rated portion of your fees pre-paid for so as to refund only that portion of your monthly or annual fees for the period of time you will not be able to access your account(s).
- Aside from the above circumstances, you agree that we do not offer and shall have no obligation to issue you a refund for any pre-paid account access, whether such payments were made on a monthly or annual basis.
- You further agree that we may also suspend or delete your End-User accounts and remove your profiles(s) from the Service Deck Platform at anytime, if we reasonably believe you are in breach of these Terms, are not promptly responding to customer inquiries, are receiving negative customer reviews, complaints or customer feedback or fail to deliver products or services in a timely manner.
- As a service provider, you agree and acknowledge that customers and prospective customers and others may leave comments and reviews about your products, services and interactions on the platform. You accept all risks associated with receiving negative or unfavorable reviews. Unless such comments and reviews are posted contrary to our End-User Terms and Conditions of Use, you agree that we shall have no obligation to delete them.
- You are responsible for ensuring all pricing and sales tax information you list or quote on or via the platform for your products and services are accurate. You agree you are responsible for any errors in posting incorrect pricing information.
Taxes on your Sales
- As a service provider, you are responsible for declaring and paying income tax on income you earn as a result of selling your goods and services and using our Service Deck Platform. You are also responsible for specifying, collecting and remitting all sales taxes, such as HST (and others) which apply to the sale of your products and services in any jurisdiction.
Payments from Customers to You
- We do not accept payments from your customers on your behalf. To receive payment from customers in connection with the platform, you will need to either:
- Implement your own payment processes and payment methods in which you bill and collect fees owing to you directly with customers off of the Service Deck Platform; or
- Integrate your own Stripe account (see https://stripe.com), in which case the platform will allow you to accept payment for your invoices directly to your own Stripe account.
Disputes with your Customers
- You agree that while we may, we shall have no obligation to facilitate any dispute resolution between you and your customers, even customers you meet as a result of the platform.
- If you or your End-Users believe the Service Deck Platform is not functioning properly, please contact us at firstname.lastname@example.org (the “Support Email”).
- The Service Deck Platform contains open source and public domain content, licenced content as well as proprietary content owned by us and by third parties. You are not permitted to copy, use or distribute any content (including but not limited to text, software code, images, trademarks, videos and audio) on or underlying the Service Deck Platform without the express consent of the owner. All rights, title and interest in and to the Service Deck Platform are and will remain the exclusive property of ServiceDeck Inc. and our licensors.
- The Service Deck Platform and all content thereon are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. You agree not to reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Service Deck Platform or any content thereon, without our express written consent, or the consent of the owner thereof. Without limiting the foregoing, you are not permitted to use any trademark or trade name of ServiceDeck Inc., including “Service Deck” or our logo, without our written permission.
ACCEPTANCE OF RISK AND DISCLAIMERS
- WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO CUSTOMERS OR POTENTIAL CUSTOMERS WE MAY PUT YOU IN TOUCH WITH VIA THE PLATFORM. IT IS YOUR RESPONSIBILITY TO CONDUCT YOUR OWN DUE DILIGENCE ON SUCH CUSTOMERS AND TO ENTER SUCH AGREEMENTS AS YOU DEEM NECESSARY. WE MAKE NO GUARANTEES THAT SUCH CUSTOMERS WILL PAY YOU FOR YOUR GOODS OR SERVICES AND YOU ACCEPT THE RISK OF COLLECTING ALL PAYMENTS FOR YOUR GOODS AND SERVICES.
- YOU AGREE THAT YOU ARE RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF YOUR END-USERS ON THE SERVICE DECK PLATFORM, THEIR INTERACTIONS WITH OTHERS AND THEIR COMPLIANCE WITH OUR END-USER TERMS AND CONDITIONS OF USE.
- THE SERVICE DECK PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
- YOU AGREE THAT WHILE WE STRIVE TO HAVE THE SERVICE DECK PLATFORM AND OUR SERVICES ERROR FREE AND UNINTERRUPTED, WE DO NOT GUARANTEE THE ABSENCE OF ERRORS OR INTERRUPTIONS TO THE OPERATION OF THE PLATFORM OR OUR SERVICES, NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH ERRORS OR INTERRUPTIONS MAY CAUSE. FROM TIME TO TIME, THE SERVICE DECK PLATFORM MAY ALSO EXPERIENCE TEMPORARY INTERRUPTIONS, BE TAKEN OFFLINE FOR UPDATES OR OTHERWISE BE OFFLINE.
- WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ONGOING AVAILABILITY OF THE SERVICE DECK PLATFORM, OR YOUR ACCESS TO IT.
- WE MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING SUPPORT RESPONSE TIMES OR RESOLUTION TIMES TO ISSUES YOU HAVE ARISING FROM YOUR USE, OR FAILURE TO BE ABLE TO USE OR ACCESS THE SERVICE DECK PLATFORM.
- WE TAKE CERTAIN SECURITY MEASURES TO PROTECT YOUR END-USER DATA, CUSTOMER DATA AND PERSONAL INFORMATION. WHILE WE TAKE SUCH MEASURES, YOU ACKNOWLEDGE THAT ELECTRONIC COMMUNICATIONS DATA AND PERSONAL INFORMATION MAY STILL BE BREACHED OR STOLEN BY THIRD PARTIES AS THEY INVOLVE TRANSMISSIONS OVER VARIOUS NETWORKS AND DEVICES, INCLUDING NETWORKS AND DEVICES NOT OWNED OR CONTROLLED BY US. WE CANNOT GUARANTEE THAT OUR SECURITY MEASURES, OR THE SECURITY MEASURES OF ANY THIRD PARTY OR THIRD PARTY INTEGRATION WE USE OR RELY UPON, WILL BE ERROR-FREE OR THAT OTHERS WILL NEVER BE ABLE TO DEFEAT SUCH SECURITY MEASURES. WITHOUT LIMITING ANY OTHER SECTION OF THESE TERMS, YOU AGREE NOT TO HOLD US LIABLE FOR ANY SUCH MALICIOUSLY HACKED OR BREACHED NETWORK COMMUNICATIONS OR THE LOSS OR DAMAGE TO ANY DATA, SYSTEMS, HARDWARE, INFORMATION (INCLUDING PERSONAL INFORMATION) OR ANY OTHER PROPERTY.
LIMITATION OF OUR LIABILITY
- YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATED OR RELATED ENTITIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED (INCLUDING BY NEGLIGENCE OR OTHERWISE), FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES YOU SUFFER, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
- IF YOU ARE DISSATISFIED WITH THE SERVICE DECK PLATFORM, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR REMEDIES ARE RESTRICTED TO; (1) DISCONTINUING YOUR (AND YOUR END-USERS’) ACCESS TO AND USE OF THE SERVICE DECK PLATFORM; AND (2) REMOVING YOUR PROFILE, PRODUCTS AND SERVIES FROM THE PLATFORM.
- IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE OR IT IS OTHERWISE NOT APPLICABLE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF THE SERVICE DECK PLATFORM OR OUR SERVICES, OR IN ANY WAY RELATED TO THESE TERMS OR OUR SERVICES, BE MORE THAN THE GREATER OF (i) THE AMOUNT YOU HAVE PAID TO US FOR YOUR END-USERS TO ACCESS THE PLATFORM OVER THE PREVIOUS THREE (3) MONTHS FROM THE DATE YOU FIRST RAISE ANY CLAIM WITH US IN WRITING; OR (ii) CAD $50.00 .
- YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE SERVICE DECK PLATFORM OR OUR SERVICES WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
- TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS OR THIRD-PARTY SERVICE PROVIDERS.
- You agree that any provision of these Terms in which you covenant or which obligates you to waive any rights in favour of, limit the liability of, hold harmless or indemnify any person or entity who is not a party to this agreement (such as our directors, officer, shareholders, employees and licensors), that such covenants and obligations are accepted by us as agent and trustee for each such third-party. We declare ourselves trustee of such covenants and obligations for each such third party; such covenants and obligations may be enforced by us on behalf of any such third party.
Linked Sites and Contractor Referrals
- Whether or not we are affiliated with websites that may be linked to or referred to on the Service Deck Platform, or our social media accounts and marketing materials, you agree we are not responsible for their content, products or their services (the “Linked Sites“). The Linked Sites are available for your and your End-Users’ convenience only. You and your End-Users access all Linked Sites and use the products and services of such third parties at your own risk.
- You may stop using the Service Deck Platform at anytime. However, you will only receive a refund for any prepaid portion of your account in the circumstances set out under the heading ‘Refunds’ above. When you cancel your account, all End-User accounts associated with your business will stop working at the end of your then current monthly or annual subscription period, as applicable.
- You agree that we may terminate this agreement and revoke access to the Service Deck Platform in respect of each of your End-Users, upon providing you with thirty (30) calendar days’ written notice, including via email, without reason or cause.
- We may also terminate this agreement and revoke your and each End-Users’ access to the Service Deck Platform, with no advanced notice, if we reasonably believe you or your End-Users have breached the terms of this agreement, or any agreement or policy incorporated by reference or as posted on our platform.
- Any provision concerning the limitation of our liability, indemnification obligations, settling disputes (including the jurisdiction and choice of law), interpretive provisions or provisions which by their nature should survive termination to give business efficacy to this agreement, shall remain binding upon termination.
- You agree and acknowledge that we shall have no obligation to maintain or store any of your user content or other data or information provided to us or uploaded to the Service Deck Platform by you or your End-Users. We shall have no obligation to make your, or your End-Users’, account information, data, documents or other information uploaded to or stored on the Service Deck Platform available beyond the expiration of your End-User account access or the termination of this agreement. If you wish to continue to access your, or your End-Users’ account information, data, documents or other information uploaded or stored on the Service Deck Platform, you must record or download it and save it prior to such termination.
General and Interpretive Provisions
- If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
- No Interpretation Against Drafter. If an ambiguity or question of intent arises with respect to any provision of these Terms, they shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any provision.
- Assignment of this Agreement. These Terms shall enure to the benefit of and is binding upon the parties and their respective successors and permitted assigns. However, you shall not assign this agreement without our written consent. You agree that we may assign this agreement to any successor or assignee, whether pursuant to the purchase of the Service Deck Platform, the transfer of control of ServiceDeck Inc., or otherwise.
- Waiver. Our failure to enforce any right or provision of these Terms, or any other agreement with you, will not be deemed a waiver of such right or provision. Where we do grant a waiver of any right or provision of these Terms, such waiver shall only constitute a waiver in respect of the specific right or provision waived and shall not apply to any other right or provision, and all other terms of this agreement shall remain in force and effect.
- Updates and Upgrades. Any new features that augment or enhance the platform or our services, including the release of new versions, new tools and resources, shall be subject to these Terms.
- Governing Law. These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, and any Canadian federal laws applicable therein, as such laws are applied to agreements entered into and to be performed entirely within such province.
- Dispute Settlement. Aside from any claims or disputes which fall entirely within the jurisdiction of the Small Claims Court in Ontario, Canada:
- If any dispute, controversy or claim arising out of or in any way connected to these Terms, between you and us, occurs, whether relating to the application, interpretation, enforcement, performance, breach, implementation or validity of these Terms or otherwise (including any schedules or documents incorporated by reference), you agree to resolve the dispute by arbitration at ADR Chambers using the ADR Chambers Expedited Arbitration Rules (https://adrchambers.com/expedited-arbitration/rules/). You agree that the ADR Chambers Expedited Arbitration Rules give you a fair opportunity to present your case and respond to the case of the other side. The arbitration shall be held in Toronto, Ontario (or at the discretion of the arbitrator, electronically or in writing) and shall proceed in accordance with the provisions of the Arbitration Act (Ontario). Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. There will be no appeal from the decision of the arbitrator on questions of fact, law, or mixed fact and law; and
- If, for any reason, the above arbitration provision is not applicable, or not enforceable, for any reason, you agree to resolve any and all disputes arising from or in any way related to these Terms in a court of competent jurisdiction in Ontario, Canada, including any applicable Canadian Federal Courts therein.
- Force Majeure. Unless expressly agreed to otherwise, we shall not be liable for any failure or delay in our performance under this agreement due to any cause beyond our reasonable control that could not have been avoided by the exercise of reasonable foresight, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, terrorism, epidemic, pandemic, disease, labour shortage or dispute, or governmental act, provided that when affected by such failure or delay, we give you notice of such cause, and use our reasonable commercial efforts to promptly correct such failure or delay in performance.
- Entire Agreement. This, along with all documents and policies incorporated by reference, is the entire agreement between the parties relating to the matters contained herein.