1 User Agreement
1.1 This document comprises a legal agreement between you and (“NearDesk” which may also be referred to as “we” and “our” and similar expressions).
1.2 The following definitions apply for the purposes of this document:
NearDesk (we, our and similar expressions) NearDesk Ltd, a company incorporated under the laws of England and Wales (company number 7900409 ) whose registered office is at Office 113, 254 Pentonville Road, London, N1 9JY
NearDesk Content all content hosted on or available through the Services other than User Profiles;
Services the website (including, without limitation, its interactive elements) provided by NearDesk including those found at or through the www.neardesk.com and app.neardesk.com domains (and any software applications or other services provided by NearDesk);
Terms this agreement such the terms and conditions that you are required to agree to before you are permitted to use Services;
User Profiles User Submissions (including, without limitation, videos, pictures, photographs) and other details relating to users of the Services; and
User Submissions NearDesk Content which has been submitted or published through the Services other than content provided by NearDesk.
2 Accepting the Terms
2.1 Use of the Services constitutes acceptance of the Terms. You may not use the Services if you do not accept the Terms.
2.2 You may only use the Services if:
2.2.1 you are at least 18 years old, and
2.2.2 you are lawfully entitled to do so.
2.3 You should print off or save a copy of the Terms for your records.
3 Changes to the Terms
3.1 We may make changes to the Terms from time to time. When these changes are made, we will make a new copy of the Terms available at www.neardesk.com/legal#terms.
3.2 You agree that if you use the Website or the Services after the date on which the Terms have changed, we will treat your use as acceptance of the updated Terms.
4 Services and the Services Accounts
4.1 In order to access to the Services and the Services we may require that you make payment to NearDesk. Use of the Services may be subject to pre-payment. Charges may change from time to time, and it is your responsibility to ensure that you are aware of relevant fee rates (these are as notified in the Terms or otherwise available for inspection through the Services). If you require confirmation of the fee rate for any of the Services, please contact NearDesk’s fee advisory service on firstname.lastname@example.org.
4.2 NearDesk may provide an auto-top-up facility. The terms of this are explained in the Services.
4.3 Pre-payment credit may be applied to pay for physical venue space used by you.
4.4 If your NearDesk card is lost or stolen:
4.4.1 if you notify us, we shall take reasonable steps to cancel the card;
4.4.2 we shall, subject to your paying a fee to cover our associated costs, issue a replacement card to you.
4.5 To obtain the full benefit of the Services you may create a NearDesk account. You undertake and warrant that the information you provide will be accurate and will be kept up to date. If you provide information that we believe to be inaccurate or misleading we may suspend or terminate your account and refuse any and all current or future use of the NearDesk Services. In these circumstances you shall not be entitled to any credit
4.6 You are responsible for the security of any password that you use to access Services and will be liable for any use of that password by any person. You may not share any password or entitlement to access the Services with any other person.
4.7 You agree that you will be responsible (to us and to other users) for all your activity involving the Services or that is accessed through your log in details.
4.8 You agree to notify us immediately of any unauthorised use of your user name or password or any other breach of security related to your account or the Services, and to ensure that you “log off” or exit from your account via appropriate use of your NearDesk Card at the end of each session.
4.9 You agree that user names for the Services may be refused, changed, removed or replaced by us for reasons including, but not limited to, using a user name to impersonate another person, if a user name already exists, is offensive or violates third party intellectual property. We assume no obligation to check user names and passwords or maintain their integrity (or ensure that they are not used inappropriately or by a person who is not authorised to use them), we may however require you to change your user name (and or password) at any time.
4.10 When you register for a NearDesk account, a profile page will automatically be created for you and certain registration data will automatically be pre-populated in your profile page, including user name, profile image and the date you registered as a NearDesk user. You may choose to add information (such as your business and interests) or delete certain information from your profile page, but your name is required information for your profile page. Your profile page will also automatically display activity and any materials you have uploaded or otherwise submitted via the Services and marked “available to other members”. Please note that your profile page (including any comments that may have been left for you) may be viewed by other users, so you should not include any information in your profile page that you do not want others, including without limitation NearDesk staff, to see.
4.11 Accounts may be archived, or materials may be purged at such time intervals as we or our third party service provider(s) determine in our sole discretion. Some materials may not be stored, served or processed due to space constraints, serving/bandwidth limitations or disruptions in the system(s). You agree that we are not responsible or liable for the deletion or failure to store, serve or process any materials or other information. You also agree that we shall not be liable to you in respect of any denial of service, breaches of security, performance issues or non-performance.
5 General restrictions on use
5.1 Subject to your accepting these Terms, we grant you permission to access and use the Services and the Services, subject to the following express conditions, and you agree that your failure to adhere to any of these conditions shall constitute a breach of these Terms on your part:
5.1.1 you agree not to distribute any part of or parts of the Services and/or the Services, including but not limited to any User Submissions, in any medium without our prior written authorisation;
5.1.2 you agree not to alter or modify any part of the Services;
5.1.3 you agree not to access NearDesk Content or User Submissions otherwise than through the Services paying all associated charges and fees;
5.1.4 you agree not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Services or features that:
188.8.131.52 prevent or restrict use or copying of any User Submissions or NearDesk Content, or
184.108.40.206 enforce limitations on use of the Services and the Services or the content accessible on the Services and the Services;
5.1.5 you agree not to use the Services, the NearDesk Content and the user Submission any commercial use (other than for your own use in the context of your business provided that you do not make Services or the Services or any NearDesk Content available to any third party), without our prior written authorisation. Prohibited commercial uses shall include, without limitation:
220.127.116.11 the resale of access to the Services and the Services on another website and the Services for the primary purpose of gaining advertising or subscription revenue; and
18.104.22.168 the redistribution of the Services (including any User Submissions accessible through such Services) for the primary purpose of generating revenue from a substantially similar or comparable business enterprise to that carried on by us, but shall not include (i) uploading an original video to the Services in order to promote a business or artistic enterprise, and (iii) any use that is expressly authorised by us in writing;
5.1.6 you agree not to use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Services;
5.1.7 you agree not to collect or harvest any personal data of any user of the Services and the Services (and agree that this shall be deemed to include Services account names);
5.1.8 you agree not to use the Services and the Services (including the comments and email features in the Services and the Services) for the solicitation of business in the course of trade or in connection with a commercial enterprise;
5.1.9 you agree not to solicit, for commercial purposes, any users of the Services and the Services with respect to their User Submissions; and
5.1.10 you agree not to access User Submissions for any purpose other than your personal use solely as intended through and permitted by the normal functionality of the Services.
5.2 You agree that you will comply with the Terms at all times during your use of the Services.
5.3 We grant the operators of public search engines permission to use spiders to copy materials from the main Services (including User Submissions) for the sole purpose of creating publicly available searchable indices of the materials, but we do not give permission for any profiles (or data connected to those profiles) to be made available (but we may not be able to prohibit such publication).
5.4 We are constantly innovating in order to provide the best possible experience for NearDesk users. You acknowledge and agree that the form and nature of the Services which we provide may change from time to time without prior notice to you.
5.5 As part of this continuing innovation, you acknowledge and agree that we may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at our sole discretion, without prior notice to you.
5.6 You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which we may suffer) of any such breach or as a result of your use of the Services.
5.7 As set out in paragraph 2.2 above, you must be an individual of 18 years of age or older to register or use the Services. If you are not yet 18 years old, do not use the Services. By accessing, subscribing, downloading, viewing and/or otherwise accessing the Services and the Services, you certify that you are at least eighteen (18) years of age.
6 Copyright policy
6.1 We operate a copyright policy in relation to any User Submissions which are alleged to infringe the copyright of a third party. Full details of this policy can be found below in paragraph 8.
6.2 As part of our copyright policy, we may terminate user access to the Services and the Services if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice. Should the infringement be so severe and even if it takes place once and is not repeated, in our sole discretion, we reserve the right to terminate that user access to the Services and the Services immediately with no notice.
7 Your User Profiles
7.1 As a Services and the Services account holder you will submit a User Profile.
7.2 You retain all of your ownership rights in your User Submissions, but you are required to grant limited licence rights to us and other Services and the Services users. These are described in paragraph 9 of these Terms.
7.3 You understand and agree that you are solely responsible for your own User Profile and the consequences of publishing it. We do not endorse any User Profile or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with User Profiles.
7.4 You represent and warrant that you have (and will continue to have during your use of the Services) all necessary licences, rights, consents, and permissions which are required to enable us to use your User Profiles for the purposes of the provision of the Services by us and otherwise to use your User Submissions in the manner contemplated by the Services and the Services and these Terms.
7.5 You understand and agree to your profile being automatically visible to all other NearDesk users upon entering a NearDesk affiliated venue via the use of a NearDesk card.
7.6 You understand and acknowledge that it is your responsibility to ‘touch out’ your NearDesk card when leaving an affiliated venue. NearDesk accepts no liability for your profile being available on the Services as a result of your failure to ‘touch out’ or otherwise.
7.7 NearDesk cannot be held liable for any personal data relating to you (including, without limitation, your location) being discovered by any third party.
8 Content of your User Submissions
8.1 You represent, warrant and agree that you will only use the Services and the Services for lawful purposes and will not breach any applicable local, national or international law or regulation.
8.2 You represent, warrant and agree that you will not post or upload any User Profiles which:
8.2.1 contain content which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for us to use or possess in connection with the provision of the Services;
8.2.2 infringe the copyright, moral right, performing rights, rights of privacy, database rights, trade mark or other proprietary right of any third party, unless you have a formal licence or permission from the rightful owner to post the material in question and to grant us the licence referred to in paragraph 9.1 below;
8.2.3 are defamatory, abusive, offensive, hateful or inflammatory;
8.2.4 breach any law or encourage the commission of an illegal act;
8.2.5 constitute a misuse of any confidential information of a third party;
8.2.6 contain software viruses or any other computer code, files or programs designed to affect the functionality of any computer software or hardware or telecommunications equipment;
8.2.7 promote sexually explicit material, violence, any illegal activity and/or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
8.2.8 is likely to deceive or offend any person;
8.2.9 is threatening, abusive or invades another’s privacy or causes annoyance, inconvenience or needless anxiety and/or is likely to harass, upset, embarrass, alarm or annoy any other person;
8.2.10 may be used to impersonate any person, or to misrepresent your identify or affiliation with any person;
8.2.11 gives the impression that they emanate from the Services and the Services, if this is not the case; and/or
8.2.12 advocates, promotes or assists any unlawful act such as (including but not limited to) copyright infringement or computer misuse.
8.3 In respect of images and/or audio-visual content, you represent, warrant and agree that you will not post or upload any User Profiles
8.3.1 where there is an individual depicted in the User Profile unless that individual has consented to the User Profile being posted on the Services and the Services (or, in the case of any individual under the age of 18, the parent/guardian of such individual);
8.3.2 that has been modified or altered in any manner so as to distort or misrepresent any individual or thing depicted in the User Submissions;
8.3.3 that contains any personal information such as a name, phone number or e-mail address without permission; and
8.3.4 involving the impersonation of any person or entity.
8.4 We reserve the right (but shall have no obligation) to suspend or delete without notice any User Profiles which:
8.4.1 we believe in our sole discretion may be detrimental to the enjoyment of any users of the Services and the Services;
8.4.2 breaches these Terms; or
8.4.3 is the subject of a validly served copyright infringement notice.
8.5 We also reserve the right (but shall have no obligation) to terminate a User’s access for uploading any User Submission which appears (or is alleged) to be in violation of these Terms at any time, without prior notice and at our sole discretion.
8.6 You further understand and acknowledge that in using the Services and the Services, you may be exposed to User Profiles, NearDesk Content and User Submissions that are factually inaccurate, offensive, indecent, or otherwise objectionable to you. You agree to waive, and by accepting these Terms waive, all and any legal or equitable rights or remedies you have or may have against us with respect to any such User Profiles, User Submissions or other NearDesk Content.
9 Content on the Services
9.1 NearDesk Content is either owned by or licensed to us and is subject to copyright, trade mark rights, and other intellectual property rights of ours or our licensors. Any third party brand names, product names and/or service names and/or marks present on the NearDesk Content are brand names, product names and/or service names and/or marks of their respective owners. Any use of any such brand names, product names and/or service names and/or marks without the prior written consent of the relevant rights holder may constitute an infringement of that rights holder’s rights and we give no permission for the use of any such item in any way whatsoever.
9.2 NearDesk Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without our prior written consent or our licensors. We reserve all rights not expressly granted in and to the NearDesk Content.
10 Links from the Services
10.1 The Website may include hyperlinks to other web sites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party website.
10.2 You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and do not endorse any advertising, products or other materials on or available from such web sites or resources.
10.3 You acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
10.5 Should you wish to enter into any contract or arrangement (whether formal or informal) with any advertiser on the Services and the Services, any such contract or arrangement shall be between you and the relevant advertiser and we shall not be a party to any such contract or arrangement nor become involved in any such contract or arrangement for any reason whatsoever. The terms and conditions (including, without limitation, those relating to payment, delivery, quality and/or any representations or warranties) of any such contract or arrangement are a matter for you and the relevant advertiser to agree and we accept no responsibility in relation thereto.
11 Use of venues
11.1 You acknowledge and agree that once you have entered a NearDesk affiliated venue, you shall abide by the terms and conditions of the venue (including, without limitation, as to payment and behaviour) and otherwise only act in ways that are lawful and considerate to other users of the venue. It is your responsibility to obtain and read all relevant terms and conditions.
11.2 NearDesk accepts no liability whatsoever for any non-compliance on your part with the terms and conditions of the affiliated venue nor for any act that may take place within the demise of the venue nor for the behaviour of any other NearDesk member within that venue.
11.3 Subject in each case to availability of appropriate accommodation, NearDesk users have automatic entitlement to use venues operated by NearDesk Ltd on a pay as you go basis.
12 Ending your relationship with us
12.1 The Terms will continue to apply until terminated by either you or us as set out below.
12.2 If you want to terminate your legal agreement with us, you may do so by (a) notifying us at any time and (b) closing your NearDesk account. Your notice should be sent via email to email@example.com or in writing, to our address which is set out at the beginning of these Terms. Should you choose to terminate, your User Profile will be deleted within as soon as is reasonably possible from Services. In the event that we do not delete the User Profile you acknowledge and agree that we are not be held liable for any loss or damage which may occur as a result.
12.3 We may at any time, terminate our legal agreement with you and provision of the Services if:
12.3.1 you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
12.3.2 we are required to do so by law (for example, without limitation, where the provision of the Services to you is, or becomes, unlawful); or
12.3.3 we are no longer providing the Services to users in the country in which you are resident or from which you use the Services; or
12.3.4 the provision of the Services to you by us is, in our sole opinion, no longer commercially viable.
12.4 We may terminate your account and/or delete any User Profiles that you have posted on the Services and/or prohibit you from using or accessing the Services and the Services (or any part of the same) for any reason, at its sole discretion, with or without notice.
12.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and us have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
13.1 Repayment of credit on termination of your account with NearDesk will be at the sole discretion of NearDesk. NearDesk may in any event deduct an appropriate administration fee.
14 Exclusion of Warranties
14.1 Nothing in the Terms shall affect any statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.
14.2 The Services are provided “as is” and we make no warranty or representation to you with respect to them.
14.3 In particular we do not represent or warrant to you that:
14.3.1 your use of the Services will meet your requirements,
14.3.2 your use of the Services will be uninterrupted, timely, secure or free from error,
14.3.3 any information obtained by you as a result of your use of the Services will be accurate or reliable, and/ or
14.3.4 that defects in the operation or functionality of any software provided to you as part of the Services will be corrected.
14.4 We cannot guarantee reliable access to the Services and the Services and we make no guarantees whatsoever as to its operation, availability, functionality or otherwise.
14.5 Although we have taken reasonable steps to ensure that information contained on the Services and the Services is correct, it is possible the information may be incomplete, contain errors or be out of date. You should verify any information obtained from the Services and the Services before acting upon it.
14.6 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.
15 Limitation of Liability
15.1 Nothing in these Terms shall exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law.
15.2 Subject to the overall provision in paragraph 14.1 above we shall not be liable to you for:
15.2.1 any indirect or consequential losses which may be incurred by you. This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you;
15.2.2 any loss or damage which may be incurred by you as a result of:
22.214.171.124 any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;
126.96.36.199 a relationship established with another Neardesk user however that relationship was established including by introduction by NearDesk staff or through the Services;
188.8.131.52 any changes which we may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
184.108.40.206 the deletion of, corruption of, or failure to store, any User Submissions and other communications data maintained or transmitted by or through your use of the Services;
220.127.116.11 your failure to provide us with accurate account information;
18.104.22.168 your failure to keep your password or Services and the Services account details secure and confidential.
22.214.171.124 your failure to ‘touch out’ of the venue
15.3 The limitations on our liability to you in paragraph 14.2 above shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.
15.4 We shall not be liable for: (a) any User Submission or other user content posted on the Services and or other content or information provided by or through the Services; or (b) the conduct of any user of the Services and the Services.
15.5 You agree to indemnify and hold us, our group undertakings, and each of our directors, officers, and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees arising out of or in connection with: (a) any User Submission posted by you or through your account on the Services and the Services; (b) your use of the Services and the Services; or (c) any breach of these Terms or of any law or the rights of any third party.
16 General legal terms
16.1 The Terms constitute the whole legal agreement between you and us and govern your use of the Services and completely replace any prior agreements between you and us in relation to the Services.
16.2 You agree that we may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services and the Services.
16.3 You agree that if we do not exercise or enforce any legal right or remedy which is contained in the Terms (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.
16.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
16.5 You acknowledge and agree that each member of the group of companies of which we are a part shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be a third party beneficiary of the Terms.
16.6 The Terms, and your relationship with us under the Terms, shall be governed by English law. You and we agree to submit to the exclusive jurisdiction of the courts of England to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
We want our Services to be as user-friendly as possible whilst giving appropriate protection to you, other users, venues and us– if there’s anything you think we should change, please let us know firstname.lastname@example.org
At NearDesk, we look after your details carefully. We adhere strictly to the requirements of the UK Data Protection Act 1998.
This policy describes how we collect, use and look after the information you provide us with when you use our online services and when we provide you with our products and services.
Information we collect
This is what we normally collect about you to help us provide you with our services, and improve them even more, where we can:
- Name, address, email and business details.
- Your personal profile.
- Tweets from Twitter.
- Presence – which building you’re in – such as IP/NearCard data etc
- Information on how you use our website to help us develop and improve our website, including details of your domain name and Internet Protocol (IP) address, operating system, browser version, cookie details, how long you stayed on a page, the route you took to navigate through the pages and the website that you visited prior to accessing our site.
- Other data, from time to time, to help us provide you with improved products and services, for example now and again we might ask you to fill in a questionnaire, just so you can let us know how we’re doing.
Using your information
Collecting this information helps us better understand what you need from us. We use it to offer you a service that we think will suit you perfectly and attempt to improve your experience with us. The main uses of your data are:
- To help provide your services.
- To provide access to privileged areas of the website.
- To enable us to review, develop and improve our products and services.
- To occasionally carry out market research.
- To send you details of products, services, special offers and rewards that we think will be of interest to you. If you don’t want to receive this information it is up to you to tell us.
When you use NearDesk products and services, you agree to the NearDesk User Agreement (Link to User Agreement). Our User Agreement sets out the purposes for which NearDesk may use your personal information, and to whom it may be disclosed. Please refer to our User Agreement for full details.
Disclosing your information
Here’s when we may provide information about you:
- To other NearDesk members, but only if your privacy settings allow us to
- To members of the NearDesk team to deal with any accounts, products and services provided to you by NearDesk or our partner companies now or in the future.
- With your agreement, to other companies (eg NearDesk partners), whose products and services may be of interest to you.
We may use aggregate information and statistics for the purposes of monitoring website usage in order to help us develop the website and our service and may provide such aggregate information to third parties for example content partners and advertisers. These statistics will not include information that can be used to identify any individual for example, ’10,000 people clicked on an advertisement yesterday’.
We will not pass on your personal information to third parties except in accordance with this policy and our User Agreement or where we are required by law to disclose that information.
Protecting your information
Although we make every effort to create a secure environment for your personal information, NearDesk cannot guarantee the safety of any personal information you transmit to NearDesk online.
We do not have access to and do not store any user’s credit card details.
We will not ask you for your NearDesk identification and authentication passwords in an unsolicited phone call or unsolicited email. You are responsible for keeping your password and NearDesk card secure and you should not disclose or pass them to anyone
Most web browsers automatically accept cookies, although you can choose not to. To ensure you get the best from our websites, we advise that users keep cookies active on their machine whilst visiting our website. You can manually disable and enable cookies on your PC. The process will depend on your browser and is usually part of your ‘Security Settings’. However, if you disable cookies from your browser you may experience problems using certain areas of the site.
For further information about managing and disabling cookies, you can refer to your browser’s help section or user guide. Alternatively, the Interactive Advertising Bureau has produced a series of web pages (see www.allaboutcookies.org) which explain to users how cookies work and can be managed.
Links from this site to other sites
Please be aware that our site may provide access to other web sites by linking to them. We are not responsible for the data policies (including data protection and cookies), content or security of these linked web sites.
If you have any comments or queries concerning the website, please contact us at email@example.com
If you have any questions or concerns about our use of your personal information you should write to the NearDesk Team at the address below:
254 Pentonville Road