TOPdesk terms and subscription conditions are the standard contract documents that govern TOPdesk software subscriptions and related services. TOPdesk’s terms page lists two sets. For the Netherlands, it lists the general terms and conditions of 2016 and of 2021. For the United States, it lists separate SaaS and On-Premises terms. It also links the SaaS Fair Use Policy. The page states that the terms apply to all offers, tenders, legal relationships and contracts where TOPdesk supplies products or services.[1] The 2021 General Terms apply whenever TOPdesk is the supplier and exclude other terms. Deviations agreed in the underlying agreement prevail over them.[2] In the event of doubt, the English text is binding.[2] Catalog proof: The general terms apply to all TOPdesk supplies unless the agreement deviates.
Editions
| Document | Scope | Governing law |
|---|---|---|
| General Terms and Conditions 2021 | All TOPdesk supplies. Sections on general provisions, TOPdesk software (SaaS and On Premises), consultancy, training, personal data and third-party software[2] | Netherlands, courts of The Hague[2] |
| General Terms and Conditions 2016 | Earlier general terms, still listed on the terms page[1] | Netherlands |
| TOPdesk USA SaaS Terms | Access to TOPdesk SaaS for Authorized Users[4] | Florida, Orange County courts[4] |
| TOPdesk USA On-Premises subscription Terms | Licence to install and use the software on premises[5] | Florida[5] |
| Fair Use Policy SaaS | Storage, bandwidth and e-mail limits for SaaS[6] | Part of the SaaS agreement[2] |
Metrics
The general terms do not define a metric of their own. They refer to the number of users set in the purchasing agreement. They define a licensed agent as a TOPdesk user who can have admin permissions and can be assigned to tasks.[2] The US terms count Authorized Users (SaaS) and Authorized Users (On-Premises). Both are defined as employees of the customer, and the quantity and scope are set on Exhibit 1.[4][5] How the product counts paid operators is covered in TOPdesk operator and caller licensing.
Counting / floors
Term, renewal and termination
| Topic | General Terms 2021 | TOPdesk USA SaaS | TOPdesk USA On-Premises |
|---|---|---|---|
| Initial term | One year unless agreed otherwise (§3.1)[2] | Years stated in the quote document (§5.1)[4] | Years in the quote, starting the first day of the month after the effective date (§5.1)[5] |
| Renewal | Tacitly for one year each time (§3.2)[2] | Automatically for one-year Renewal Terms[4] | Automatically for one-year Renewal Terms[5] |
| Customer exit | Monthly with one month’s notice after the initial term[2] | Written notice at least 30 days before the end of a term[4] | Written notice at least 30 days before the end of a term[5] |
| TOPdesk exit | Three months’ notice after the initial term[2] | Same non-renewal notice[4] | Same non-renewal notice[5] |
Either party may terminate the Dutch contract with immediate effect in cases of bankruptcy, liquidation, or a change of control that makes continuing unreasonable. A fixed-term agreement cannot otherwise be terminated early.[2] Catalog proof: Contracts run one year and renew tacitly each year; US agreements renew automatically for one year unless notice is given 30 days ahead.
Fees, payment and price changes
Under the 2021 terms, all payments are in euros and prices exclude VAT. Cost estimates are indicative, not agreed prices.[2] The licence fee for SaaS or On Premises is first due on the first day of the month after delivery. Without an agreed schedule, it is paid yearly in advance.[2] The 2016 terms differed on this point: without an agreed schedule, SaaS amounts were payable each calendar month in advance.[3] TOPdesk may index periodic prices once a year, at most in line with the CBS consumer price index for Corporate Services. If an announced change exceeds that indexation, the customer may terminate free of charge within 30 days.[2] Discounts apply only to the initial contract period.[2] Catalog proof: The licence fee starts the month after delivery and is paid yearly in advance; Under the 2016 terms SaaS fees are payable monthly in advance; Prices may be indexed once a year to the CBS index; Discounts apply only to the initial contract period.
Under the US SaaS terms, the first 12 months of subscription fees are due on execution, and fees are due yearly after that. Fees are non-cancelable and non-refundable. TOPdesk may increase them not more than once a year, with 30 days’ notice.[4] The On-Premises terms invoice in U.S. Dollars unless the statement of work says otherwise, and they allow the same yearly increase of recurring fees.[5] Catalog proof: US fees are non-cancelable and may rise once a year on 30 days' notice.
Scope of the right of use
The 2021 terms give SaaS and On Premises subscribers a right of use to standardized software. The customer may configure it but not change its code. The right is not exclusive and may not be transferred, pledged or sublicensed.[2] Its content and number of users are set in the purchasing agreement.[2] Affiliates may use the software as licensed agents only if the purchasing agreement says so.[2] Rights and obligations may not be transferred to third parties without consent, which may not be unreasonably withheld.[2] Catalog proof: The right of use is non-exclusive and cannot be transferred or sublicensed; The right of use is limited to the content and number of users in the purchasing agreement; Affiliates may use TOPdesk as licensed agents only if the purchasing agreement says so.
The US SaaS terms grant a limited right to use the Service for internal business purposes, up to the Authorized Users on Exhibit 1.[4] The customer may not make the Service available to third parties for their business operations. It may not host, outsource, time-share or provide the Service as a service bureau to anyone other than Authorized Users, and it may not store protected health information in it.[4] There are no implied licences.[4] Catalog proof: US SaaS access is limited to the Authorized Users on Exhibit 1; US SaaS may not be used as a service bureau or for third parties.
Virtualization & partitioning
The general terms contain no virtualization, processor or partitioning rules. The US On-Premises terms limit the licence to one installed copy at the facility on Exhibit 1, plus one back-up and archival copy.[5] Catalog proof: US On-Premises licence covers one installed copy at the named facility. See TOPdesk On-Premises and Virtual Appliance licensing.
Cloud / BYOL
The US On-Premises terms allow hosting by a third-party Service Provider listed on Exhibit 1. That provider must agree in writing to host only for the customer, to apply the use restrictions and confidentiality obligations, and to recognise TOPdesk as a third-party beneficiary.[5] Catalog proof: US On-Premises software may be hosted by a Service Provider named on Exhibit 1.
For SaaS, the 2021 terms say TOPdesk maintains the software by continuous deployment. The customer’s environment is automatically included in the update cycle.[2] Back-ups of SaaS data are kept for 30 days and deleted at the latest 90 days after they were made.[2] After termination, TOPdesk deletes the data and keeps back-ups for at most 90 days.[7] Under the US SaaS terms, TOPdesk allows export for up to 30 days after termination.[4] Catalog proof: SaaS data is deleted after termination; back-ups kept at most 90 days.
Programs
- Maintenance and end-of-life. For On Premises, maintenance is part of the subscription. For both SaaS and On Premises, TOPdesk informs customers at least six months before a functionality goes end-of-life. If an essential function changes so that the software no longer fits the agreed purpose, the customer may terminate without penalty.[2] Catalog proof: Functionality end-of-life is announced at least six months ahead; On Premises maintenance is included, but older versions get no defect repair.
- Service levels. Service levels are agreed in a separate Service Level Agreement. TOPdesk has a standard one that is part of its Main Service Agreement.[2]
- TOPdesk SaaS Fair Use Policy. Governs disc space for SaaS. TOPdesk charges no extra costs when the tool is used reasonably.[2][6]
- TOPdesk Consultancy. Best-effort delivery, invoiced after delivery. Unused days stay valid for 18 months. A scheduled day can be cancelled free of charge until one week before.[2] Catalog proof: Unused consultancy days stay valid for 18 months.
- Third-party software. Third-party software supplied by TOPdesk is licensed on the third party’s terms. TOPdesk gives at least three months’ notice before it goes end of life and owes no alternative or compensation.[2] Catalog proof: Third-party software end-of-life is announced three months ahead.
Audits and compliance
Netherlands (2021). The customer must report relevant changes in actual use so the licence can be adjusted, and must cooperate within reason with a TOPdesk audit of licence compliance. TOPdesk treats information from the audit as confidential, except information about the use of the software itself.[2] If the agreed number of users is exceeded, TOPdesk first contacts the customer and offers a reasonable time to expand the licence or reduce users. If the excess continues, TOPdesk may unilaterally increase the number of users and invoice it at its usual rate.[2] Technical licence controls may not be removed or bypassed.[2] Catalog proof: Customers must cooperate with a TOPdesk licence audit; Exceeding the agreed users leads to a cure period, then a unilateral increase; Technical licence controls may not be bypassed.
United States. TOPdesk may audit SaaS use, and the customer must cooperate. Fees for use in excess of the customer’s rights are payable within 30 days of notice. If they are not paid, TOPdesk may terminate. The customer bears its own audit costs.[4] For On-Premises, TOPdesk may request an accounting of use. It may also audit, physically or electronically, on at least five days’ written notice, or request a certification that use stays within the Licensed Software Use.[5] Catalog proof: TOPdesk USA may audit use and bill excess within 30 days.
Termination. Under the 2021 terms, the right of use ends when the contract ends, whatever the cause. The software may not be used after the last day of the contract.[2] Under the US On-Premises terms, all licences end and the customer must purge all copies of the Licensed Materials.[5] Catalog proof: The right of use ends with the contract. For the general practice, see software license audit and true-up.
Out of scope
- The liability caps, warranties, confidentiality and data processing clauses, except where they affect the right of use.
- The Service Level Agreement, Main Service Agreement and Data Processing Agreement templates, which were not published at the retrieved URLs.
- Terms of TOPdesk subsidiaries in other countries, which the terms page does not list.
- The TOPdesk API terms and the Marketplace terms for integrations.