Sensible business terms for a DeskSide workspace.

1. Parties and authority

These Customer Terms are between Secure Radio Communications Limited, company number 17234027 (**we**, **us**) and the business or organisation identified at Checkout or in an Order Form (**Customer**). DeskSide is our product.

The individual accepting confirms they are authorised to bind the Customer. Individual users remain subject to the Individual User Terms.

2. Agreement and order of documents

The agreement comprises an Order Form, these Customer Terms, the Data Processing Addendum, the Privacy Notice and documents expressly incorporated into them. A signed Order Form takes priority over these terms for an express conflict, followed by the DPA for personal-data processing.

3. Service and licences

We grant the Customer a limited, non-exclusive, non-transferable right for its authorised named users to use DeskSide during the subscription term. Each active person requires one named licence. Accounts must not be shared.

The Customer appoints administrators and is responsible for their actions, membership decisions and compliance with workplace policies. Invited users must accept the Individual User Terms before provisioning.

4. Fees, tax and recurring billing

Fees are based on the selected number of named users and monthly or annual billing period. Prices exclude VAT and other applicable taxes unless stated otherwise. The Customer authorises recurring charges until cancellation takes effect.

Subscriptions renew for the same billing period unless cancelled before renewal. Cancellation normally takes effect at the end of the current paid period. Fees already paid are non-refundable for Customer convenience cancellation, except where law or an Order requires otherwise.

If we permanently discontinue a prepaid service without Customer breach, we will refund the unused prepaid portion. That refund is not a service credit or penalty.

5. Seat changes

The purchased quantity must never be lower than enabled named users. Added seats may be charged on the stated proration basis. A decrease below enabled users is blocked until the Customer removes or reassigns memberships explicitly. We will not silently delete users.

6. Customer responsibilities

The Customer must use DeskSide lawfully, maintain authorised administrators, keep contact and billing information current, protect credentials, pay charges when due and obtain any workforce notices or permissions it requires. The Customer must not circumvent security or licence limits or use DeskSide for prohibited or high-risk activities described in the User Terms.

DeskSide is not an emergency, life-safety, public-safety dispatch, lone-worker or sole communications service. The Customer must maintain appropriate alternatives.

7. Data protection and confidentiality

Each party will comply with applicable data-protection law for its role. Where we process Customer workforce data on the Customer's behalf, the DPA applies. The Customer is responsible for its instructions and workforce transparency.

Each party will protect the other's confidential information using reasonable care and use it only for the agreement. This does not cover information already lawfully known, public without breach, independently developed or lawfully received from another source.

8. Security, availability and support

We will provide DeskSide with reasonable care and skill and maintain reasonable technical and organisational measures appropriate to the service. DeskSide is otherwise provided on an available basis and is not guaranteed to be uninterrupted or error-free.

Unless an Order expressly says otherwise, there is no uptime SLA, guaranteed response or resolution time, service credit, liquidated damages or financial penalty. We may perform planned and emergency maintenance and make changes reasonably required for security, reliability, law or product development.

9. Suspension

We may suspend affected access for material breach, overdue undisputed fees, security threats, unlawful use or a risk to other customers or the service. Where practical, we will give notice and limit suspension to what is reasonably necessary. We will restore access after the cause is resolved.

10. Intellectual property

We and our licensors own DeskSide and related intellectual property. The Customer retains its rights in Customer data and permits processing needed to provide, secure and support the service. Feedback may be used without restriction or payment.

11. Termination and offboarding

Either party may terminate for an unremedied material breach after 30 days' written notice, or immediately for an irremediable breach, insolvency or unlawful performance. On termination, access ends, outstanding fees become due and Customer data is returned or deleted under the DPA and retention schedule.

12. Liability

Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability that cannot lawfully be excluded.

Subject to that, neither party is liable for indirect or consequential loss, or loss of profit, revenue, business, anticipated savings or goodwill. Our aggregate liability arising from the affected service in any rolling 12-month period will not exceed the fees paid or payable for that service during that period. Customer payment obligations are not reduced by this cap.

There are no contractual penalties or service credits unless expressly agreed in a signed Order.

13. Limited indemnity

The Customer will defend and indemnify us against a third-party claim to the extent caused by Customer data that infringes that third party's rights or by the Customer's unlawful use of DeskSide. This does not apply to the extent the claim was caused by us, and we must give prompt notice and reasonable control of the defence. No broader indemnity is implied.

14. Changes and price notices

Materially adverse commercial changes normally take effect at the Customer's next renewal after reasonable notice, normally at least 30 days. Urgent legal or security changes may take effect sooner. The Customer may cancel before a renewal at which a material change would apply.

15. General

Neither party is liable for delay caused by events beyond its reasonable control. Neither party may assign the agreement without consent, not to be unreasonably withheld, except as part of a bona fide corporate reorganisation or sale of the relevant business. These terms are the entire agreement about their subject matter, and unenforceable provisions are severed.

The agreement is governed by the laws of England and Wales and its courts have exclusive jurisdiction. No third party has enforcement rights under the Contracts (Rights of Third Parties) Act 1999.

16. Contact

Contract notices: operations@secure-radio.com and the registered office below.