Terms of Service

These Terms of Service ("Terms") are a binding agreement between MXG Infotech Private Limited, a company incorporated in India with its registered office at 17, 5th Main, 3rd Cross, Bengaluru 560004, India ("MXG", "Company", "we", "us", "our"), and the person or entity that registers for, accesses, or uses the Maxdesk service ("Customer", "you", "your").

By clicking "I agree" (or similar), creating an account, launching a workspace, or otherwise accessing or using the Service, you accept these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to that organisation. If you do not agree, do not use the Service.

1. Definitions

1.1 "Service" or "Maxdesk" means the Maxdesk cloud-based helpdesk and customer-support software, including all associated websites, applications, APIs, features (including AI Features and advertising), documentation, and updates made available by us.

1.2 "Workspace" means an instance of the Service provisioned for you, within which you and your Agents manage support interactions.

1.3 "Agent" means an individual you authorise to access and use your Workspace (for example, your employees or contractors).

1.4 "End User" means any third party who interacts with you through the Service (for example, your customers who submit support tickets), and whose data may be processed in your Workspace.

1.5 "Customer Data" means all data, content, messages, files, and information that you or your Agents or End Users submit to, or generate within, the Service.

1.6 "Plan" means the subscription tier you select (including any free tier), together with its specific features, limits, retention rules, and pricing as described at sign-up or in your order.

1.7 "AI Features" means features of the Service that use artificial-intelligence or machine-learning technologies, including those provided by third-party AI providers.

1.8 "Third-Party Services" means any third-party product, service, network, or platform that interoperates with or is made available through the Service, including payment processors, advertising networks, AI providers, hosting providers, and integrations.

2. The Service; Accounts; Eligibility

2.1 Provision. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term, solely for your internal business purposes.

2.2 Eligibility. The Service is intended for business use by persons who are 18 years of age or older. It is not directed to children. You represent that you are at least 18 and capable of forming a binding contract.

2.3 Account. You are responsible for the accuracy of your registration information, for all activity under your account and Workspace, and for maintaining the confidentiality of your credentials. You must notify us promptly of any unauthorised use. We are not liable for any loss arising from unauthorised use of your account.

2.4 Agents. You are responsible for your Agents' compliance with these Terms and for all acts and omissions of your Agents and End Users as though they were your own.

3. Plans, Features, Advertising, Storage, and Changes

3.1 Plans and features. The features, usage limits, data-retention rules, storage limits, advertising, availability of AI Features, and pricing applicable to you depend on the Plan you select. You are responsible for reviewing your Plan details before signing up and from time to time. Different Plans carry different terms, and we may offer, modify, rename, or withdraw Plans at any time.

3.2 Advertising. Certain Plans (including any free Plan) display advertising served by third-party advertising or publisher networks. By using such a Plan, you consent to the display of advertising in your Workspace and any surfaces we designate. We do not select, control, endorse, verify, or accept responsibility for advertisements, advertisers, ad networks, or any goods, services, or content they promote, and we may add, change, or remove advertising partners at any time. Your interactions with advertisers are solely between you and them.

3.3 Data retention and storage. Certain Plans apply limited and/or rolling data-retention and storage limits, under which older Customer Data is automatically and permanently deleted on a rolling basis, and/or storage is capped. The specific limits applicable to you are stated in your Plan details, which you should review before signing up. We do not warrant that any Customer Data will be retained, backed up, or recoverable. You are solely responsible for exporting and independently backing up your Customer Data.

3.4 Changes to the Service. We may modify, enhance, suspend, or discontinue any part of the Service (including features, integrations, and Third-Party Services) at any time. We will use reasonable efforts to notify you of material adverse changes where practicable, but we are not liable for any modification, suspension, or discontinuation of the Service or any feature.

4. AI Features

4.1 How AI Features work. Some Plans and features use AI Features powered by third-party AI providers (which may change from time to time). When you use AI Features, Customer Data (which may include personal data of your End Users) may be transmitted to and processed by those providers to generate outputs.

4.2 Use of data by AI providers. We do not use Customer Data to train our own or any third party's AI or machine-learning models, and we engage AI providers on terms under which Customer Data submitted to AI Features is processed only to generate outputs for you and is not used by those providers to train, develop, or improve their models. AI providers may process Customer Data transiently and briefly retain it for operational, safety, or abuse-monitoring purposes as permitted under our agreements with them.

4.3 Your responsibility and consents. You represent and warrant that you have obtained all necessary rights, consents, and lawful bases from your End Users and any relevant individuals to submit Customer Data to AI Features and to permit the processing described in this Section. You are solely responsible for your and your End Users' use of AI Features and outputs.

4.4 No reliance; outputs "as is". AI-generated outputs are provided on an "as is" basis, may be inaccurate, incomplete, or unsuitable, and must not be relied upon without independent human review and verification. You are solely responsible for any decision or action taken based on AI outputs. We disclaim all liability arising from AI Features and their outputs to the maximum extent permitted by law.

4.5 Optional. Where AI Features are optional, you may choose not to use them. If you do not want Customer Data processed by AI providers, do not use AI Features.

5. Fees, Billing, Taxes, and Payment

5.1 Fees. Paid Plans are billed on a monthly or annual basis, as selected by you, in INR, USD, EUR, or GBP as offered at checkout. Fees are as stated at the time of purchase.

5.2 Payment processors. Payments are processed by third-party payment processors, Razorpay and/or Stripe. Your use of payment services is subject to those processors' terms. We do not store full card details. We are not responsible for the acts, omissions, availability, fees, or currency-conversion rates of any payment processor.

5.3 Auto-renewal. Subscriptions renew automatically for successive periods of the same length unless cancelled before the renewal date. By subscribing, you authorise recurring charges until you cancel. You may cancel as described in our Refund & Cancellation Policy.

5.4 Taxes. Fees are exclusive of taxes. You are responsible for all taxes, duties, levies, GST/VAT, and withholdings associated with your purchase, other than taxes on our net income. If withholding applies, you will gross up so that we receive the full amount due.

5.5 No refunds. Except as required by applicable mandatory law, all fees are non-refundable and there are no refunds or credits for partial periods, unused Service, or downgrades. Please see our Refund & Cancellation Policy.

5.6 Non-payment. We may suspend or terminate the Service, in whole or in part, if any amount is overdue.

5.7 No trials. We do not offer paid-Plan free trials unless expressly stated in writing.

6. Acceptable Use

6.1 Prohibited conduct. You must not, and must not permit any Agent, End User, or third party to:

(a) use the Service in violation of any applicable law or regulation, or in a manner that infringes or misappropriates the rights of any person;

(b) upload, transmit, or store unlawful, harmful, defamatory, obscene, harassing, or otherwise objectionable content, or any malware or malicious code;

(c) send unsolicited or unlawful communications (spam), or use the Service for phishing, fraud, or deceptive practices;

(d) attempt to gain unauthorised access to, probe, scan, or test the vulnerability of the Service or any related systems;

(e) reverse-engineer, decompile, or disassemble the Service, or copy, modify, or create derivative works of it, except as permitted by law;

(f) resell, sublicense, rent, lease, or provide the Service to third parties except your permitted Agents and End Users;

(g) use the Service to build a competing product, or to benchmark it without our prior written consent;

(h) circumvent, disable, or interfere with usage limits, advertising, security, or other features of the Service; or

(i) impose an unreasonable or disproportionately large load on our infrastructure.

6.2 Enforcement. We may investigate suspected violations and may remove content, and suspend or terminate access, without liability, to protect the Service, our users, or third parties, or to comply with law.

7. Customer Data; Data Protection

7.1 Ownership. As between you and us, you retain all rights in your Customer Data. You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display, and otherwise use Customer Data as necessary to provide and improve the Service and as described in these Terms and our Privacy Policy.

7.2 Your responsibilities. You are solely responsible for your Customer Data, including its accuracy, legality, and your right to submit it, and for obtaining all necessary consents and providing all necessary notices to your End Users and other individuals. You represent and warrant that your collection and use of Customer Data through the Service complies with all applicable laws.

7.3 Controller/processor. For personal data contained in Customer Data that you process through the Service, you act as the data controller / data fiduciary, and we act as your processor, subject to our Data Processing Addendum, which is incorporated by reference. Where we process personal data for our own purposes (for example, account administration, advertising, and analytics), we act as an independent controller as described in our Privacy Policy.

7.4 Privacy Policy. Our collection and use of personal data is described in our Privacy Policy, which is incorporated by reference.

7.5 Data deletion. On expiry or termination, and under applicable rolling-retention limits, Customer Data may be deleted as described in Section 12 and your Plan details. We are not liable for any deletion of Customer Data carried out in accordance with these Terms.

8. Intellectual Property

8.1 Our IP. We and our licensors own all right, title, and interest in and to the Service, including all software, technology, designs, and content (excluding Customer Data), and all intellectual-property rights therein. No rights are granted except as expressly stated.

8.2 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you.

9. Third-Party Services

9.1 The Service may interoperate with or make available Third-Party Services (including payment processors, ad networks, AI providers, hosting, and integrations). Third-Party Services are governed by their own terms, and we do not control and are not responsible for them. Your use of Third-Party Services is at your own risk, and we disclaim all liability arising from them.

10. Disclaimers

10.1 "AS IS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, INCLUDING ALL AI FEATURES, ADVERTISING, AND THIRD-PARTY SERVICES, IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

10.2 No warranties. WE EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

10.3 No guarantee of results. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT DATA WILL BE PRESERVED, BACKED UP, OR RECOVERABLE, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT.

10.4 No service levels. UNLESS A WRITTEN SERVICE-LEVEL AGREEMENT IS EXPRESSLY AGREED FOR A PAID PLAN, WE MAKE NO UPTIME, AVAILABILITY, RESPONSE-TIME, OR SUPPORT COMMITMENTS OF ANY KIND. Free and ad-supported Plans carry no service levels and no support obligations.

10.5 Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you; in that case, disclaimers apply to the maximum extent permitted.

11. Limitation of Liability

11.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE OR NO-FEE PLANS, OUR TOTAL AGGREGATE LIABILITY WILL NOT EXCEED INR 1,000 (OR ITS EQUIVALENT), OR THE MINIMUM AMOUNT PERMITTED BY APPLICABLE LAW.

11.3 Unwaivable liability. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by our negligence, or non-excludable statutory rights.

11.4 Basis of the bargain. The disclaimers and limitations in these Terms reflect the allocation of risk between the parties and are a fundamental basis of the bargain; the fees would be substantially higher without them.

12. Suspension; Term and Termination

12.1 Term. These Terms apply from your first use of the Service until terminated.

12.2 Suspension. We may suspend or restrict your access to the Service, in whole or in part, immediately and without liability, if (a) any amount is overdue; (b) we reasonably believe you have violated these Terms or the Acceptable Use section; (c) your use poses a security, legal, or operational risk; or (d) required by law.

12.3 Termination by you. You may terminate by cancelling your subscription and ceasing use, as described in our Refund & Cancellation Policy.

12.4 Termination by us. We may terminate these Terms or your access (a) for your material breach not cured within any notice period we choose to give; (b) if any amount is overdue; or (c) for convenience, on notice.

12.5 Effect of termination. On termination, your right to use the Service ceases. We may delete your Workspace and Customer Data after any grace period we specify (or, for rolling-retention and free Plans, in accordance with the applicable limits). You are solely responsible for exporting your Customer Data before termination or expiry. We are not liable for any loss arising from such deletion.

12.6 Survival. Sections that by their nature should survive (including Definitions, Fees accrued, IP, Disclaimers, Limitation of Liability, Indemnity, Governing Law, and this Section) survive termination.

13. Indemnification

13.1 You will defend, indemnify, and hold harmless MXG, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, demands, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your Customer Data; (b) your or your Agents' or End Users' use of the Service; (c) your use of AI Features and any consents required for it; (d) your breach of these Terms or violation of any law or third-party right; or (e) any dispute between you and an End User, advertiser, or third party.

13.2 We will notify you of any claim, allow you to control the defence (provided any settlement affecting us requires our consent), and reasonably cooperate at your expense.

14. Confidentiality

14.1 Each party may access confidential information of the other. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to those with a need to know who are bound by confidentiality. This does not apply to information that is public, independently developed, rightfully received from a third party, or required to be disclosed by law.

15. Governing Law; Dispute Resolution

15.1 Governing law. These Terms are governed by the laws of India, without regard to conflict-of-laws rules.

15.2 Arbitration. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bengaluru, India; the tribunal shall consist of a sole arbitrator appointed in accordance with that Act; and the language shall be English. The award shall be final and binding.

15.3 Jurisdiction. Subject to the arbitration clause, the courts at Bengaluru, Karnataka, India shall have exclusive jurisdiction, and each party submits to that jurisdiction.

15.4 Mandatory local rights. If you are a consumer, nothing in this Section deprives you of the protection of mandatory provisions of the law of your country of residence that cannot be derogated from by agreement.

15.5 Injunctive relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16. General

16.1 Changes to these Terms. We may modify these Terms at any time by posting the updated version and updating the effective date, and where required, by other notice. Changes are effective on posting unless stated otherwise. Your continued use after changes constitutes acceptance. If you do not agree, you must stop using the Service.

16.2 Force majeure. We are not liable for any delay or failure to perform due to causes beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, epidemics or pandemics, internet or utility failures, or failures of Third-Party Services.

16.3 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.

16.4 Entire agreement. These Terms, together with the Privacy Policy, Data Processing Addendum, Refund & Cancellation Policy, and any order, constitute the entire agreement and supersede all prior agreements on the subject.

16.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary, or severed, and the remaining provisions remain in effect.

16.6 No waiver. No failure or delay in exercising any right is a waiver of it.

16.7 Relationship. The parties are independent contractors. Nothing creates a partnership, agency, or joint venture.

16.8 Notices. We may provide notices via the Service, your account email, or by posting. Legal notices to us must be sent to info@maxdesk.ai and to our registered office above.

16.9 Order of precedence. In case of conflict, a signed order prevails over these Terms, which prevail over other referenced policies, except that the Data Processing Addendum prevails on data-protection matters.

17. Contact

MXG Infotech Private Limited 17, 5th Main, 3rd Cross, Bengaluru 560004, India Email: info@maxdesk.ai