The Zendesk Customer Agreement is the master contract for Zendesk’s cloud services. Zendesk formerly called it the Main Services Agreement and the Master Subscription Agreement. The current version took effect “as of August 1, 2025” for new customers and on 2025-09-01 for existing customers.[1] It works together with the Order Form, which sets the Service Plan, quantities, price and Subscription Term, and with the Supplemental Terms, which add product-specific rules. Customers who buy through a reseller accept a separate Reseller Zendesk Customer Agreement instead.[1][2]
Editions
Contract documents
The Agreement is made up of several documents. If they conflict, they “will control in the following order: (i) the Order Form or SOW; (ii) the Supplemental Terms; (iii) the Data Processing Agreement; and (iv) this Zendesk Customer Agreement”.[1] The Supplemental Terms are defined as additional terms on an Order Form or SOW, the Service-Specific Terms, the Region-Specific Terms, the Professional Services Terms and Conditions, and other terms that supplement particular features.[1] The Agreement also states that it applies “in lieu of” the terms in any customer purchase order or RFP, and that those terms “are null and void”.[1] Catalog proof: Order of precedence: Order Form, Supplemental Terms, DPA, Customer Agreement.
The Service-Specific Terms have separate sections for Live Chat, Voice, Contact Center, Analytics, Ticket Storage, Sell, Sunshine, AI Agents, Forethought AI Agents, Messaging Integrations, Zendesk AI, Zendesk Suite Service Plans, the APIs and SDKs, the Marketplace, Zendesk WFM, Zendesk QA, Help Center, Community Forum, Employee Service, App Builder, Generative Search and Action Builder.[3] The Suite section says the Suite offerings include the services and functionality “described as included on the corresponding pricing pages on the Zendesk site”.[3] This makes the public pricing page part of the definition of what a plan contains.
Changes to the terms
Zendesk may amend the Agreement on at least 30 days’ notice, and continued use after the effective date counts as consent. Separately, “Zendesk may make updates to online or URL terms and policies that are incorporated into this Agreement. Unless otherwise noted by Zendesk, such updates will become effective upon publication.”[1] The Service-Specific Terms page carries its own effective dates and links to the previous version.[3] Catalog proof: Online terms may change; URL terms effective on publication.
Metrics
The Agreement defines the base unit. An Agent is “an individual (including those of Customer’s Affiliates) a Customer has authorized to use the Services through Customer’s Account”.[1] An Account is “any accounts or instances created by, or on behalf of, Customer or its Affiliates within the Zendesk Services”.[1] Charges include charges on an Order Form or SOW and charges accepted in the product, “including usage-based or pay-as-you-go charges”.[1] Catalog rows: Agent; usage metrics are covered in Zendesk AI agents and automated resolutions.
Counting / floors
Access rights and use restrictions
Section 1.1 grants the customer, its Affiliates, service providers and authorized personnel “a non-exclusive, non-transferable, revocable right to access and use the Services for internal business purposes during the Subscription Term”. The customer is responsible for their compliance.[1] An Affiliate is an entity under common control, where control means “greater than 50% of the voting rights or equity interests”.[1] Section 2.2 prohibits renting, selling or sublicensing the Services, giving third parties unauthorized access, and circumventing “any pricing or scope of use restrictions (including that no more than one individual may use each purchased Agent login)”.[1] Catalog proof: Access right for internal business purposes, including Affiliates; One individual per Agent login.
Payment, overage and reductions
Charges are payable at the start of the Subscription Term unless the Order Form says otherwise. They “are non-cancelable and non-refundable, except as expressly stated in this Agreement”.[1] Section 4.2 holds three licensing rules:[1]
- “Additional fees will apply if Customer exceeds applicable pricing metrics in the Order Form or the limits in the Storage Limits Policy.”
- The customer “cannot downgrade its Service Plan or reduce the applicable pricing metric (such as the number of Agents) during a Subscription Term”.
- A downgrade or reduction for a future term needs 30 days’ written notice before the current term ends. The customer must also remove or deactivate affected Agents before the next term begins “to avoid renewal at their existing levels”.
The Agreement contains no periodic true-up schedule. Seats added during a term become part of the billed quantity for the rest of that term, and usage above the Order Form metrics is charged as additional fees. In the help center, adding seats or upgrading generally takes effect immediately, with prorated charges. Reductions, downgrades and billing-cycle changes become “pending” until the next billing cycle, and there is “no prorated refund for unused time at the higher plan level”.[8] Who can make these changes in Admin Center depends on whether the account is managed, online-assisted or self-service.[7] Catalog proof: Charges are non-cancelable and non-refundable; Additional fees when pricing metrics or storage limits are exceeded; No downgrade or seat reduction during a Subscription Term; Seat reductions for the next term need 30 days’ notice and deactivated Agents.
Payment disputes must be raised in good faith before the payment due date, or within 30 days of invoice for customers on immediate payment terms.[1]
Renewal
“Unless either party provides at least 30 days’ prior written notice of its intent not to renew, or the Order Form states otherwise, the Subscription Term will automatically renew for an equivalent term and Zendesk may apply then-current rates.” A customer gives notice of non-renewal by email to Zendesk’s revenue operations address.[1] The pricing page offers month-to-month, annual and multi-year terms.[9] The renewal clause does not cap price increases. Any cap has to be negotiated on the Order Form, which controls over the Agreement. Catalog proof: Automatic renewal for an equivalent term at then-current rates.
Termination, suspension and data
Either party may terminate for an uncured material breach after 30 days’ notice, or for insolvency. If the customer terminates for cause, Zendesk refunds prepaid fees for the rest of the term. “If Zendesk terminates the Agreement under Section 7.3 or if Customer cancels its account before the end of the Subscription Term, Customer will pay any unpaid amounts covering the remainder of the Subscription Term.”[1] Zendesk may suspend access for security risks, unlawful use, fees 30 or more days overdue, or non-payment in a reseller chain. Suspension “includes removing or disabling Agents”.[1] The customer may export Service Data during the term and for 30 days after it ends.[1] Catalog proof: Charges are non-cancelable and non-refundable.
Audit
The Customer Agreement does not contain a general licence audit clause. Zendesk enforces seat limits in the product, and usage over the Order Form metrics is charged as additional fees.[1] The Voice section of the Service-Specific Terms is an exception. There, Zendesk “reserves the right to monitor and periodically audit” Voice use to make sure it complies with the Agreement and the Service Plan restrictions.[3] Catalog proof: Zendesk may audit Voice use and charge for non-compliant usage.
Other terms
The Agreement may be assigned to an Affiliate, with consent that will not be unreasonably withheld, or in a merger, acquisition, change of control or sale of substantially all assets.[1] It is governed by California law, with exclusive venue in San Francisco County.[1] Except for excluded claims, each party’s total liability is capped at the amounts paid or payable for the Services in the 12 months before the first claim.[1] Zendesk “reserves and retains all right, title, and interest in the Services and the Documentation”.[1]
Virtualization & partitioning
Not applicable to a hosted service. The contract unit is the Account, which covers all instances created by or for the customer and its Affiliates.[1]
Cloud / BYOL
The Services exclude Third-Party Products, and the customer’s use of them is subject to the third party’s terms. By using them, the customer permits Zendesk to share Account information and Service Data with the provider.[1] The Service-Specific Terms apply this to messaging platforms such as WhatsApp and to Contact Center’s Amazon Connect services.[3]
Programs
Reseller purchase
If a customer acquires the Services from a Reseller, “the terms of this Zendesk Customer Agreement will be null and void” for that customer.[1] The customer accepts the Reseller Zendesk Customer Agreement instead. Under it, “Zendesk is an express beneficiary of this Agreement” and has the right to enforce it against the customer.[2] Fees are paid to the Reseller, and any refund flows from Zendesk to the Reseller and then to the customer.[1] References to Order Forms mean “the equivalent documentation agreed between Customer and the Reseller”.[2] Zendesk may suspend the service if the Reseller fails to pay Zendesk, even when the customer has paid the Reseller.[1] Program: Reseller purchase; catalog proof: Reseller customers pay the Reseller; Zendesk can enforce the agreement.
Free trial
Free trials run under the Customer Agreement and the Free Trial Terms. A trial ends at the earliest of the end of the trial period, the start of a paid subscription, or termination by Zendesk. Service Data and configurations from a trial “WILL BE PERMANENTLY LOST” unless the customer subscribes or exports the data before the trial ends.[4] Program: Free trial; catalog proof: Trial data is lost unless a subscription is bought or data exported.
Promotional credits
Credits issued through coupons, campaigns or referrals “have no monetary or cash value”. They can only offset Subscription Charges for the service named when they were issued, cannot be transferred, and expire 12 months after issue unless the instrument states an earlier date.[5] Program: Promotional credits; catalog proof: Promotional credits expire after 12 months and are non-transferable.
Zendesk for Startups
The startups program gives a monthly credit for six months for up to 50 Agents. Add-ons, integrations and voice numbers and minutes are excluded. It is open only to brand-new customers that have raised venture funding up to Series A and have fewer than 50 employees.[6] At the end of the six months, the card on file “will automatically be charged for the products & number of agents you currently have” unless the subscription is changed or cancelled.[6] Program: Zendesk for Startups.
Out of scope
- The Data Processing Agreement, Region-Specific Terms and Professional Services Terms, which the Agreement incorporates but which are not analysed here.
- Negotiated Order Form terms such as renewal caps, ramp deals and custom Usage Periods.
- Zendesk’s terms for partners and resellers themselves.