desk.ly ➤ Online desk sharing tool

If the translation is unclear or contains errors, the German original always applies.

Current Version: November 2024

General | Scope
1. These desk.ly End User License Terms (“Terms”) apply to all agreements between desk.ly GmbH, Hannoversche Straße 6-8, 49084 Osnabrück (“desk.ly”), and customers of desk.ly who are entrepreneurs and not consumers (“Customer(s)”), and to whom desk.ly grants access to its services (as defined below).
2. These Terms apply to each order document or order process conducted online, via email, or through an app that refers to these Terms (each an “Order”). Each Order incorporates these Terms and constitutes a separate contract for the services to be provided under that Order (“Service Agreement”).
3. These Terms also apply as a framework for future agreements between desk.ly and the Customer, even if they are not explicitly referenced. These Terms are deemed accepted by the Customer upon first use of the services by the Customer or user.
4. These Terms apply to the exclusion of all other terms unless desk.ly agrees to such other terms in writing.
5. Where the terms “in writing,” “written form,” or similar terms are used in these Terms, they refer to “written form” in accordance with Section 126 of the German Civil Code (BGB). The electronic exchange of copies of handwritten signed documents and documents with a simple electronic signature (e.g., using DocuSign or Adobe Sign) is sufficient for this purpose. Unless otherwise specified in these Terms, the exchange of simple emails is not sufficient.
6. Unless otherwise specified in these Terms, all notices and declarations made by the Customer to desk.ly (e.g., termination notices and deadlines) must be submitted at least in “text form” in accordance with Section 126b BGB (email is sufficient).
7. For practical reasons, these Terms do not use simultaneous female, male, and diverse forms. All gender designations apply equally to all gender identities.
License Grant | Authorized Users | New Versions
1. Subject to the conditions of the Service Agreement, desk.ly grants the Customer, during the Initial Term and each Renewal Term, a simple, non-transferable, non-sublicensable, worldwide right to use desk.ly’s software-as-a-service solution, including associated websites, storage space, services, and applications as specified in the Order (collectively, the “Services”), solely for the Customer’s internal business purposes (“License”). The number of licenses is determined by the Order. desk.ly offers the Services as described in the current version of the documentation for the Services, which is available at a corresponding URL or attached to the Order (“Documentation”).
2. The Customer may only allow third parties to use the Services through its account (“Users”) if they are employees of the Customer, affiliates (and their employees), outsourcing service providers, consultants, or contractors, provided that (A) the Customer has obtained a license for each such user; (B) the Customer ensures that these users comply with these Terms and the Customer remains liable for all acts and omissions of such users; and (C) the Services are used by such users exclusively for the benefit of the Customer. “Affiliate” as used in these Terms refers to any company that directly or indirectly controls, is controlled by, or is under joint control with the Customer or desk.ly, or which is a wholly-owned subsidiary of the Customer or desk.ly, with “control” meaning direct or indirect ownership of at least 51% of a company’s equity or voting rights.
3. desk.ly reserves the right to introduce new versions of the Services at any time without prior notice, particularly changes concerning design, operational procedures, technical specifications, systems, and other functionalities of the Services.
License Restrictions
1. The Customer may not (and may not allow third parties, including any authorized users, to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, outsource, or commercially exploit the Services; (B) copy the Services to public or distributed networks; (C) decompile, reverse engineer, disassemble, or otherwise attempt to obtain source code, object code, or underlying structural ideas, know-how, algorithms, or other operational mechanisms of the Services, except where mandatory legal provisions allow it in individual cases; (D) modify, adapt, translate, or create derivative works based on the Services; (E) alter any proprietary notices in the Services; (F) use the Services outside the license scope described in section 2; or (G) use the Services to (i) store, download, or transmit unlawful, defamatory, or otherwise unauthorized material, or malicious code or so-called malware, (ii) engage in phishing, spamming, denial-of-service attacks, or other fraudulent or criminal activities; (iii) impair or disrupt the integrity or performance of third-party systems or data; (iv) gain unauthorized access to desk.ly’s systems or networks; or (v) conduct penetration testing, vulnerability analysis, or other security assessments.
2. The Services may only be used by the Customer and its authorized users in accordance with the Documentation and in full compliance with all applicable laws and regulations.
3. The Customer and its affiliates may not export or re-export any services or related data in violation of applicable laws and regulations. Specifically, the Customer and its affiliates must comply with all sanctions imposed by the Federal Republic of Germany, the European Union, the United Nations, and the United States of America, provided that this does not violate any mandatory anti-boycott laws. The Customer is responsible for obtaining all required customs, import, or other governmental approvals at its own expense.
4. The Customer guarantees that (a) the Services will not be used in countries where export and/or re-export is prohibited under the export and/or re-export control laws and regulations of the European Union, the United States of America, or other relevant jurisdictions, and (b) the Customer and its affiliates are not excluded, prohibited, or restricted parties under such laws and regulations or any other official list.
5. Although desk.ly is not required to monitor the Customer’s use of the Services, desk.ly may do so and may prohibit any use of the Services that it deems to be in violation of the provisions of this section 3.
Trial Use
1. 1. desk.ly may grant the Customer trial access to the Services for a duration determined at desk.ly’s sole discretion (“Trial Use”).
  2. desk.ly reserves the right to downgrade, restrict, or otherwise modify the Services provided during the Trial Use at any time without prior notice. desk.ly provides no warranty for the Trial Use. desk.ly is not required to provide maintenance or support during the Trial Use.
  3. desk.ly reserves the right to terminate the Trial Use at any time with immediate effect. The Trial Use does not constitute a guarantee of specific product features.
Customer Obligations
1. The Customer is responsible for procuring and maintaining the technical equipment and related services required to access the Services at its own expense. This includes hardware and software (collectively, “Technical Equipment”) as well as networks and internet connections. The Customer is responsible for maintaining the security of the Technical Equipment.
2. The Customer ensures that the information in its account is current and correct. The Customer ensures that the user credentials, passwords, and similar access data for the Services are used and stored securely, are not accessible to third parties, and are promptly changed in the event of unauthorized disclosure.
3. The Customer is required to inform desk.ly of any unauthorized disclosure of such user credentials, passwords, and similar access data, and any unauthorized use or security breach of the Services. The Customer is liable for any unauthorized use of the Services through its account.
4. The Customer is liable for the data, personal information, and any other material generated, displayed, published, uploaded, stored, exchanged, or transmitted by the Customer or users through or with the help of the Services (collectively, the “Customer Data”).
5. desk.ly cannot control the information entered by the Customer or users during the use of the Services and does not guarantee the accuracy of this information. desk.ly reserves the right, without prior notice and without liability, to investigate complaints or alleged violations of the Service Agreement, including these Terms, and may take legal and/or technical measures it deems appropriate, including refusing, rejecting, or removing Customer Data or other content, or restricting, blocking, or terminating the Customer’s or a user’s access to the Services.
Maintenance and Support
1. Subject to payment of the fees by the Customer, desk.ly provides maintenance and support services for the Services as specified in the applicable Order. “Support” means responding reasonably to the Customer’s support requests by documenting issues, assisting in problem identification, and providing technical and non-technical support. “Maintenance” means fixing defects and so-called bugs, as well as providing updates and upgrades, at desk.ly’s discretion and in a commercially reasonable manner.
2. desk.ly provides support to the Customer via email at support@desk.ly and info@desk.ly, Monday to Friday from 9:00 a.m. to 5:00 p.m. (CET), excluding public holidays in Lower Saxony, Germany.
3. desk.ly undertakes commercially reasonable efforts to minimize disruptions and interruptions to the Services.
Availability
1. Subject to the payment of fees by the Customer, desk.ly provides the Services in accordance with this section 7.
2. desk.ly undertakes commercially reasonable efforts to ensure the availability of the Services of at least 99.5% per year (based on 24 hours per day, 7 days per week), except for temporary unavailability due to scheduled or unscheduled maintenance and unavailability caused by factors beyond desk.ly’s control. desk.ly will make reasonable efforts to notify the Customer in advance of scheduled interruptions to the Services.
Additional Services
1. Subject to these Terms and the payment of corresponding fees, desk.ly provides additional services as described in an Order (“Additional Services”).
2. The Additional Services constitute services in accordance with Section 611 of the German Civil Code (BGB), unless otherwise specified in the Order. The Additional Services are provided either on a fixed-price basis or based on time and materials.
3. The Customer agrees to provide reasonable cooperation and supply information necessary for desk.ly to perform the Additional Services. No employee leasing occurs when desk.ly personnel provide Additional Services for the Customer. Neither Customer personnel nor representatives may give instructions to desk.ly personnel. All inquiries related to Additional Services must be directed from the designated Customer contact person to the corresponding desk.ly contact person. desk.ly personnel must not be integrated into the Customer’s organizational structure. desk.ly retains sole discretion over the allocation of its resources (including personnel) and the scheduling of its work when providing Additional Services.
4. The Customer is required to reimburse desk.ly for travel expenses and other costs (at cost price) incurred in connection with the provision of Additional Services, where applicable.
5. Additional Services will be provided on weekdays (i.e., Monday to Friday, excluding public holidays, during normal business hours at the location where the Additional Services are performed).
Payment of Fees
1. The Customer is obligated to pay the fees for the Services and Additional Services listed in the Order (collectively, “Fees”).
2. If the Customer’s use of the Services exceeds the capacity for which the Customer has subscribed in the Order (“Capacity”) or otherwise results in the requirement to pay additional fees as specified in the Service Agreement, such additional use will be billed separately, and the Customer must pay the additional fees.
3. desk.ly reserves the right to adjust the Fees for the upcoming Renewal Term by providing at least 120 days’ notice before the end of the Initial Term or the end of the current Renewal Term.
4. Unless otherwise specified, the Customer is required to make all payments through desk.ly’s offered payment methods. If payment by invoice has been agreed, the full payment must be received by desk.ly within 14 days of the invoice date.
5. desk.ly reserves the right to suspend the Customer’s access to the Services in accordance with Section 320 BGB upon notice in text form (email is sufficient) if payments are not received within 30 days of the due date.
6. If the Customer adds licenses to its account, these licenses will be invoiced for the remainder of the current Initial or Renewal Term. If the Customer removes licenses that have already been invoiced, desk.ly is required to issue a corresponding credit for the period of non-use, which can be applied to the following Renewal Term. The Customer is not entitled to a refund if the number of licenses falls below the originally ordered number for the applicable Initial or Renewal Term.
7. All Fees are exclusive of any taxes, duties, and charges of any kind imposed on these Fees and are payable by the Customer, except for taxes based solely on desk.ly’s net income.
8. The Customer is only entitled to offset its own claims against claims from desk.ly or assert retention rights if its claims (A) have been legally established; (B) are undisputed; or (C) have been acknowledged by desk.ly.
Confidentiality
1. desk.ly and the Customer may only use Confidential Information to exercise their rights and fulfill their obligations under the Service Agreement and must take reasonable measures to prevent unauthorized disclosure and misuse of Confidential Information. Confidential Information may only be disclosed (A) to their employees, subcontractors, or professional advisors with a legitimate need to know, who are legally bound to confidentiality; (B) to a potential acquirer, provided they sign a non-disclosure agreement or similar document to negotiate such acquisition; or (C) as required by law or government order.
2. “Confidential Information” refers to all information disclosed or made accessible by one party to the other party in connection with the Service Agreement, whether directly or indirectly, and which is marked as “confidential” or “protected” or which a reasonable person should understand to be confidential or protected given the nature of the information or the circumstances of its disclosure. However, Confidential Information does not include information that the receiving party can prove (A) was already lawfully known or possessed; (B) became public without any fault of the receiving party; (C) was obtained from a third party authorized to disclose it; or (D) was independently developed by the receiving party without using Confidential Information of the disclosing party. The Service Agreement, including the Order and these Terms, constitutes Confidential Information of desk.ly. Customer Data constitutes Confidential Information of the Customer.
3. The obligations under section 10.1 apply during the term of the Service Agreement and for 7 years thereafter.
4. desk.ly is permitted to collect and analyze data and other information related to the provision, use, and performance of the Services and associated systems and technologies (including information concerning Customer Data) and is free to use such data and information, in aggregate or anonymized form, during or after the term of the Service Agreement to improve the Services, develop new offerings, and for diagnostic and corrective measures concerning the Services and other desk.ly products, provided that such use does not directly disadvantage the Customer.
Proprietary Rights | References | Use of Feedback
1. desk.ly and its contractors retain ownership of all proprietary rights in and related to the Services, including copyrights, database rights, patents, trade secrets, trademarks, and all other intellectual property rights and technical solutions. The Customer acknowledges that the rights granted to it under the Service Agreement do not convey any ownership rights to the Services.
2. All rights to the Customer Data remain with the Customer. The Customer grants desk.ly a simple, non-transferable, sublicensable, worldwide, royalty-free (usage) right to use Customer Data solely to the extent necessary to provide the Services during the Initial Term and each Renewal Term. The Customer guarantees that it has obtained all necessary rights and consents to enable desk.ly to use Customer Data in accordance with these Terms.
3. desk.ly is authorized to refer to the Customer in marketing materials and on desk.ly’s website by using the Customer’s name, logo, and a brief description.
4. The Customer may submit suggestions regarding existing and new functions or functionalities of the Services or otherwise provide feedback on the Services. desk.ly is free to consider such suggestions or feedback. The Customer grants desk.ly a fully paid, perpetual, sublicensable right to use such feedback for any purpose.
Data Protection | IT Security
1. The Customer and desk.ly are obligated to comply with applicable data protection laws, particularly the EU General Data Protection Regulation (GDPR).
2. In particular, where required by applicable data protection law, desk.ly will enter into a data processing agreement with the Customer for the processing of personal data on the Customer’s behalf.
3. desk.ly is required to implement appropriate security measures in accordance with relevant industry standards.
Term | Termination
1. The Service Agreement becomes effective on the date specified in the Order (“Effective Date”) and applies for the initial term specified in the Order (“Initial Term”). The Initial Term will automatically renew for successive periods equal to the Initial Term (each a “Renewal Term”) unless one of the parties terminates the Service Agreement at least 90 days before the end of the current term.
2. Ordinary termination of the Service Agreement before the end of the Initial Term or a Renewal Term by either desk.ly or the Customer is excluded. The right to extraordinary termination of the Service Agreement for good cause remains unaffected. Good cause exists if (A) one of the parties materially breaches a provision of the Service Agreement, and such breach is not cured within 30 days of receipt of written notice of the breach (email is sufficient); or (B) for desk.ly, if the Customer (i) is more than 45 days in arrears with payments; (ii) violates the license restrictions set out in section 3; or (iii) discontinues payments or experiences a material change in its financial situation.
3. Upon termination of the Service Agreement, desk.ly is entitled to block the Customer’s access to the Services and delete all Customer Data in its possession after 30 days. The Customer is responsible for securing this Customer Data before access is blocked. desk.ly may agree to retain and/or process the Customer Data as an Additional Service for a separate fee. Section 10.4 remains unaffected.
4. desk.ly and the Customer are each entitled to terminate a contract for Additional Services at any time in accordance with its terms and applicable law.
Limited Warranty
1. The Customer is familiar with the essential functions and features of the Services and has verified that the description of the Services in the Documentation meets its business requirements. Information and requirements not contained in these Terms, the Order, and the Documentation will only become part of the Service Agreement if the Customer and desk.ly expressly agree in writing. Product descriptions, illustrations, test programs, etc., merely represent specifications of the Services but do not constitute warranties or agreements on specific qualities.
2. desk.ly warrants that the Services will substantially conform to the Documentation for the applicable version of the Services. In the event of a breach of this warranty, desk.ly is obligated to use commercially reasonable efforts to adjust the Services so that they substantially conform to the Documentation. If desk.ly fails to restore this functionality within 30 days after receiving written notice of the breach, the Customer is entitled to terminate the Service Agreement and receive a pro-rata refund of all unused prepaid fees. This is subject to the conditions that the Customer (A) promptly notifies desk.ly in writing of such breaches and (B) has used the Services in accordance with the Documentation. desk.ly’s no-fault liability for initial defects pursuant to Section 536a BGB is excluded. Claims for damages related to a breach of this warranty are subject to the limitations set forth in section 16.
3. Under no circumstances is the Customer entitled to access the source code of the Services.
Third-Party Claims
1. desk.ly is obligated to defend the Customer at its own expense against third-party claims (or, at desk.ly’s discretion, settle such claims), provided such claims allege that the Services infringe or misappropriate a patent, copyright, trademark, other proprietary right, or trade secret (“Third-Party Claim”). desk.ly is obligated to pay all costs and any damages awarded to the Customer by a competent court as a result of a Third-Party Claim. If the use of the Services is subject to a Third-Party Claim or is likely to be, desk.ly may, at its discretion and expense, (A) replace the relevant Services with non-infringing, functionally equivalent services; (B) obtain a right for the Customer to continue using the relevant Services; or (C) terminate the Service Agreement in whole or in part and provide a pro-rata refund of all unused prepaid fees for the relevant Services.
2. Section 15.1 does not apply to claims arising from (A) modifications made to the Services by the Customer or a user; (B) the Services being combined with third-party products, applications, or processes; or (C) any unauthorized use of the Services.
3. Section 15.1 constitutes the Customer’s exclusive remedy against desk.ly with respect to Third-Party Claims.
Limitation of Liability
1. desk.ly’s liability is unlimited for (A) injuries to life, body, or health caused by desk.ly, its legal representatives, or vicarious agents; (B) intentional misconduct or gross negligence by desk.ly or its legal representatives; (C) intentional misconduct by vicarious agents of desk.ly not named in (B); (D) the absence of a guaranteed condition; and (E) claims under the German Product Liability Act (ProdHaftG).
2. desk.ly is liable for breaches of its cardinal obligations by desk.ly, its legal representatives, or vicarious agents. For breaches of cardinal obligations caused by (A) slight negligence by desk.ly, its legal representatives, or senior management or (B) slight or gross negligence by vicarious agents of desk.ly not named in (A), desk.ly’s liability is limited to foreseeable damage typical for the provision of services at the time of performance. “Cardinal obligations” are those whose performance is essential to the proper execution of the Service Agreement, and on which the Customer regularly relies and may rely.
3. Subject to sections 16.1 and 16.2, desk.ly is not liable for damages that (A) are caused by slight negligence on the part of desk.ly or its legal representatives; or (B) are caused by slight or gross negligence on the part of vicarious agents of desk.ly not named in (A).
4. desk.ly’s liability for data loss is limited to the typical restoration costs that would have been incurred if the Customer had properly and regularly backed up its data.
5. Subject to section 16.1, desk.ly’s liability for damages arising from or in connection with the Service Agreement, whether based on contract, tort, or otherwise, is limited to an amount equal to 150% of the total fees paid or payable by the Customer in the 12 months preceding the event giving rise to the liability.
6. The Customer acknowledges that the Services rely on so-called large language models (LLMs) and other technologies developed by third parties using artificial intelligence. desk.ly does not develop or train these technologies and has no direct control over them. Although desk.ly strives to offer reliable solutions, it does not guarantee that the results generated by such technologies will be accurate, complete, consistent, appropriate, inoffensive, unbiased, suitable for a particular purpose, non-infringing, or compliant with applicable laws and ethical standards, and desk.ly is not liable for damages resulting from any of these aspects. The Customer alone is responsible for reviewing, verifying, and validating such results before using them. Such results should not be interpreted as legal, medical, financial, tax, or expert advice from desk.ly.
7. Neither desk.ly nor the Customer is liable for performance failures or delays caused by force majeure, i.e., causes beyond their reasonable control and without their fault.
8. Any liability of desk.ly beyond the cases regulated in this section 16 is excluded.
Transfer | Renewal
1. The Customer may not assign the Service Agreement to third parties without prior written approval from desk.ly, and any unauthorized assignment is void. desk.ly may assign or transfer the Service Agreement or all associated rights in whole or in part to third parties at its discretion.
2. Upon desk.ly’s request, the Customer is obligated to promptly (in any case, within 14 days) enter into a new agreement in a form reasonably specified by desk.ly to enable desk.ly to exercise its rights under this section 17.
3. Notwithstanding mandatory statutory provisions, the Customer may not assign its rights or obligations under a Service Agreement and these Terms to third parties without desk.ly’s written consent.
Severability Clause
1. Should any provision of the Service Agreement, including the Order and these Terms, be invalid or void in whole or in part, the validity of the remaining provisions will not be affected. In place of the invalid or void provision, a provision will apply that comes as close as possible to what desk.ly and the Customer would have agreed to, in a legally permissible manner, if they had known about the invalidity or voidness of the original provision. If the invalidity or voidness is due to a measure of performance or time (deadline or date), a legally permissible measure that comes as close as possible to the original measure will apply. The foregoing also applies to any unintended contractual gap in the Service Agreement, including the Order and these Terms.
Entire Agreement | Amendments
1. The Service Agreement, including the Order and these Terms, constitutes the entire agreement between the Customer and desk.ly regarding its subject matter and supersedes all prior arrangements or agreements related to it.
2. Subject to section 19.3, any amendments or supplements to these Terms require a mutually agreed written agreement. The same applies to agreements to deviate from this written form requirement.
3. desk.ly is entitled to amend these Terms for existing Service Agreements with effect for the future if required for technical, economic, or legal reasons, provided that the amendment does not fundamentally alter the legal relationship between desk.ly and the Customer, effectively constituting a new contract. desk.ly will notify the Customer of any changes to these Terms at least 6 weeks before their intended effective date in text form (email is sufficient). The Customer may agree to or object to the amendment before the effective date. The amendment will be deemed accepted by the Customer if the Customer does not object to it before the effective date. desk.ly will explicitly inform the Customer of this in the corresponding notification. desk.ly may amend these Terms at any time and without giving reasons for future Service Agreements.
Governing Law | Jurisdiction
1. The Service Agreement and all related disputes or claims are governed by the law of the Federal Republic of Germany, excluding such provisions that lead to the application of another state’s law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
2. The courts of Osnabrück, Germany, have exclusive jurisdiction to resolve disputes or claims arising from or in connection with the Service Agreement, its subject matter, or its formation.
Final Provisions
1. The person signing or otherwise accepting an Order and these Terms on behalf of the Customer represents and warrants that they are duly authorized to enter into the Service Agreement on behalf of the Customer.
2. desk.ly is entitled to engage subcontractors, including external software providers, to fulfill its contractual obligations under the Service Agreement.
3. No agency, partnership, joint venture, or employment relationship is created through the Service Agreement, and the Customer is not authorized to legally bind desk.ly in any way.

desk.ly GmbH

Amtsgericht Osnabrück, Deutschland, HRB 217082

General terms and conditions of desk.ly GmbH for the use of desk.ly software