GoDesk Product Agreement

1 Acceptance and contract documents

1.1 The Customer accepts this Agreement through an authorized representative signing a license acceptance form or Order, or completing an electronic acceptance process that identifies this Agreement by version and date.

1.2 The person accepting on behalf of the Customer confirms that they are authorized to bind the Customer.

1.3 The applicable contract documents are:

a. This Agreement.

b. The applicable cloud or on-premise schedule below.

c. The accepted Order and Customer license acceptance form.

d. Any expressly incorporated support, data processing, evaluation or implementation schedule.

1.4 A negotiated amendment overrides a standard provision only where it identifies the provision being varied and Fusion and the Customer accept the amendment in writing.

1.5 Otherwise, an Order defines the purchased SKUs, quantities, license period, deployment and commercial details; this Agreement governs the Customer’s product rights and obligations.

1.6 Publication of a revised online version does not automatically replace the version accepted for an existing license period. Changes shall take effect through an agreed amendment or an expressly accepted renewal.

2 Definitions

GoDesk means Fusion’s software products, documentation and associated functionality identified by the applicable stock keeping units or SKUs.

Order means an accepted document identifying the Customer, GoDesk SKUs, quantities, license period, deployment model and applicable commercial terms.

License Period means the fixed period during which the Customer is authorized to use the purchased GoDesk Licenses.

Authorized Users means persons the Customer permits to use GoDesk within the purchased license limits.

Customer Data means information, records, recordings and other content submitted to or generated through GoDesk on the Customer’s behalf. It excludes Fusion’s software, underlying technology and proprietary documentation.

Channel Partner means an authorized partner through which the Customer purchases GoDesk licenses or related services.

SOW means an agreed statement of work governing implementation or professional services.

3 Purchases through a Channel Partner

3.1 Where the Customer purchases through a Channel Partner, that partner’s contract governs Customer billing, collection and services the partner independently promises.

3.2 Fusion’s supply arrangements with the Channel Partner are separate from this Agreement. This Agreement governs the Customer’s use of GoDesk and the product obligations Fusion expressly accepts.

3.3 Fusion is not bound by additional warranties, service levels, penalties, refunds or commitments made by a Channel Partner unless Fusion accepts them in writing.

3.4 The Customer shall coordinate commercial renewal requirements with its Channel Partner. Fusion activates or renews licenses after accepting the relevant supply Order and receiving the required payment.

3.5 Fusion shall not shorten an activated, paid License Period solely because the Channel Partner has failed to pay an unrelated invoice.

4 License grant and permitted use

4.1 During the applicable License Period, Fusion grants the Customer a non-exclusive, non-transferable right to use the purchased GoDesk SKUs for its internal business purposes, subject to this Agreement.

4.2 Permitted users, installations, environments, instances and functionality are limited to those specified in the Order.

4.3 The license does not permit resale, sublicensing, service-bureau use or use for unrelated third parties unless expressly authorized.

4.4 The Customer is responsible for its Authorized Users and shall protect credentials, assign appropriate access rights and promptly remove access when no longer required.

4.5 Additional licenses, environments or functionality require an accepted additional Order.

4.6 Annual licensing grants rights for the stated annual period. It does not transfer ownership or create perpetual usage rights.

5 License periods and payment

5.1 License commencement and expiry dates shall be stated in the Order or activation confirmation.

5.2 GoDesk license fees are payable on acceptance of the applicable Order. Fusion must receive the required cleared payment before activation or renewal.

5.3 For purchases through a Channel Partner, the Customer pays the partner under their commercial contract, and the partner pays Fusion under its supply agreement.

5.4 Renewal requires an accepted renewal Order and payment before the existing License Period expires. Renewal is not automatic unless expressly agreed.

5.5 Renewal prices, quantities and applicable terms shall be identified before acceptance of the renewal Order.

5.6 Where renewal payment has not been received, the Customer’s right to use GoDesk ends at license expiry. Cloud service access ceases, and on-premise usage must stop.

5.7 Refund, cancellation and service-credit rights apply only as expressly stated in an accepted Order, applicable schedule or mandatory law.

5.8 Implementation, AMC, travel, storage additions and other separately quoted fees are governed by their applicable commercial documents.

6 Trials and proofs of concept

6.1 The default trial period is 14 calendar days from activation. Fusion may approve a different period or extension in writing.

6.2 Trial access is limited to the agreed users, features, capacity, environment and evaluation purpose.

6.3 A trial or POC does not automatically convert into a paid license or production deployment.

6.4 Software evaluation access does not automatically include implementation, custom integrations, travel or professional services.

6.5 Trial functionality is provided for evaluation. Production availability, compatibility, capacity and security commitments apply only where expressly agreed.

6.6 A Customer-specific POC schedule shall identify objectives, scope, prerequisites, responsibilities, support, success criteria and closure arrangements.

6.7 The evaluation schedule shall specify the export, preservation and deletion arrangements for trial or POC data before activation. The paid cloud license’s 60-day preservation window does not automatically apply to trial or POC data.

7 Implementation and third-party dependencies

7.1 Implementation, configuration, integration, training and handover are included only where specified in an accepted SOW.

7.2 The SOW shall identify deliverables, dependencies, milestones, acceptance criteria and responsibility for Customer and third-party systems.

7.3 The Customer shall provide agreed infrastructure, access, technical contacts, approvals and information.

7.4 Customer delays or changes shall be addressed through an agreed revision to scope, dates or fees.

7.5 Third-party telephony, carrier services, CRM systems, devices and other products remain subject to their own terms and technical limitations.

7.6 Compatibility with a particular third-party configuration is committed only where expressly included in the agreed scope. POC results do not constitute support for all versions, models or production conditions.

8 Customer Data and lawful use

8.1 Customer Data does not become Fusion’s property through use of GoDesk.

8.2 The Customer grants Fusion the limited rights necessary to process Customer Data to deliver the agreed services, provide authorized support and perform documented obligations.

8.3 The Customer is responsible for the lawfulness of the data it provides and its use of GoDesk, including required notices, permissions and lawful grounds for recording communications.

8.4 Fusion shall not use Customer Data to train general-purpose models or for unrelated marketing without separate lawful authorization.

8.5 The Parties shall document their actual data protection roles and enter into applicable data processing arrangements before relevant personal data is processed.

8.6 Customer retention instructions must be consistent with applicable law. Storage entitlement alone does not establish a lawful retention purpose.

8.7 The Customer shall not use GoDesk for unlawful activity, infringement, abusive communications or conduct that compromises systems or other users.

9 Security and access

9.1 Each Party shall apply appropriate safeguards to the systems and information under its control.

9.2 Customer responsibilities include access administration, credential protection, endpoint security and the infrastructure obligations allocated in the deployment schedule.

9.3 Fusion personnel may access Customer environments or data only for authorized purposes and within agreed access controls.

9.4 The applicable security and data processing schedules shall define relevant controls, access arrangements, incident notification, sub processors and data locations.

9.5 Neither Party shall claim that a system is risk-free. Specific certifications, security controls and recovery commitments apply only where documented and accepted.

10 Support and maintenance

10.1 Support entitlement, hours, channels, escalation arrangements and response targets shall be specified in the applicable support schedule or AMC.

10.2 Product licenses do not automatically include every support, implementation or maintenance service.

10.3 The Customer shall provide information reasonably needed to investigate issues and coordinate with its Channel Partner where applicable.

10.4 Availability targets, service credits, restoration times and disaster-recovery commitments apply only where expressly accepted.

10.5 Responsibility for supported versions, updates and third-party dependencies shall be stated in the applicable deployment and support schedules.

11 Intellectual property

11.1 Fusion retains all rights in GoDesk, its brand, software, documentation, underlying technology and pre-existing intellectual property.

11.2 The Customer shall not, except as expressly authorized or permitted by mandatory law:

a. Copy or distribute GoDesk beyond the licensed scope.

b. Reverse engineer, decompile or seek unauthorized source-code access.

c. Remove proprietary notices or circumvent license controls.

d. Sublicense, resell or transfer product access.

e. Modify GoDesk or create derivative works without permission.

11.3 Rights in project-specific integrations, scripts and deliverables shall be defined in the relevant SOW.

11.4 Customer-owned data and Customer pre-existing materials remain separate from Fusion’s product intellectual property.

11.5 Neither Party may publish the other’s or a customer’s name, logo or case study without the required permission.

12 Suspension and expiry

12.1 GoDesk usage rights expire at the end of an unpaid License Period. The cloud and on-premise schedules define the consequences for each deployment.

12.2 Fusion may suspend affected access where reasonably necessary to address a material security threat, unlawful use or a material breach of license restrictions.

12.3 Fusion shall provide notice and an opportunity to remedy a breach where practicable. Immediate action may be taken where delay would create a material security or legal risk.

12.4 Suspension shall be limited to what is reasonably necessary. Restoration is subject to resolving the cause and any applicable payment requirements.

12.5 Suspension or expiry does not transfer ownership of Customer Data or authorize unrelated use of it.

13 Confidentiality

13.1 Each Party shall protect the other’s confidential information, use it only for the agreed relationship and disclose it only to persons who need access and are appropriately bound.

13.2 These obligations exclude information lawfully public, independently developed, already lawfully known or lawfully received without restriction.

13.3 Legally required disclosure is permitted, with advance notice where lawful.

13.4 Confidentiality obligations continue for three years after termination. Trade secrets remain protected for as long as applicable law protects them. Personal-data obligations continue for as long as the relevant data is retained or processed.

14 Warranties and remedies

14.1 Fusion warrants that it has the rights necessary to supply the agreed GoDesk Licenses.

14.2 During an active paid License Period, GoDesk shall materially conform to the agreed product documentation for the purchased SKUs.

14.3 The Customer shall promptly report a material nonconformity and provide reasonable information for investigation. Fusion shall use reasonable efforts to correct it or provide a suitable workaround.

14.4 Where a material defect remains unresolved after an agreed reasonable remediation period, the Parties shall agree an appropriate remedy for the affected license, including termination and a proportionate refund of unused prepaid license fees where warranted. For Channel Partner purchases, the refund shall be coordinated through the partner.

14.5 Fusion does not warrant particular business results, uninterrupted operation or compatibility beyond the accepted scope.

14.6 Evaluation access is provided without production service commitments except those expressly included in the evaluation schedule.

14.7 Mandatory legal rights are not excluded.

15 Liability

15.1 Subject to the exceptions below, each Party’s aggregate liability shall not exceed the GoDesk license and service fees attributable to the affected Order for the 12 months preceding the event giving rise to the claim, excluding taxes and pass-through expenses.

15.2 Neither Party shall be liable for indirect or consequential loss or loss of profits, revenue or business opportunities.

15.3 These limits do not restrict liability for fraud, willful misconduct, amounts properly due or liability that cannot lawfully be limited.

15.4 The limits in this section apply subject to mandatory law and any expressly agreed written amendment addressing confidentiality, intellectual-property or data protection claims. No third-party indemnity is granted unless expressly accepted in writing.

15.5 Customer contracts with a Channel Partner do not expand Fusion’s liability without Fusion’s written acceptance.

16 Termination and consequences

16.1 Either Party may terminate for a material breach remaining unremedied 30 days after written notice, or for an irremediable material breach, subject to applicable law.

16.2 Termination does not remove accrued payment or other surviving obligations.

16.3 On termination, Customer usage rights end and the applicable deployment schedule governs software removal and Customer Data handling.

16.4 The non-payment preservation window in the cloud schedule does not automatically govern every other termination circumstance. Applicable deletion instructions, legal requirements and agreed exit arrangements remain relevant.

16.5 Intellectual-property, confidentiality, accrued payment, data protection, liability and dispute provisions survive as necessary to give them effect.

17 General terms and Kenyan law

17.1 This Agreement is governed by the laws of Kenya.

17.2 Senior representatives shall first seek resolution within 30 days of written referral. Unresolved disputes shall be subject to the courts of competent jurisdiction in Kenya. Urgent interim relief may be sought where necessary.

17.3 Electronic signatures and acceptance records may be used, subject to applicable law.

17.4 Contract amendments must be accepted in writing by authorized representatives.

17.5 Assignment requires the other Party’s written consent unless an agreed exception applies.

17.6 Events beyond a Party’s reasonable control shall be notified promptly and mitigated. They do not excuse amounts already properly due.

17.7 Formal notices shall use the addresses in the license acceptance form.

17.8 No purchase order or Channel Partner document varies this Agreement without Fusion’s express acceptance.

Schedule A Cloud Deployment

A1 Cloud environment and storage

A1.1 Each Customer cloud environment includes 50 GB of storage.

A1.2 Additional storage is chargeable under an accepted storage Order.

A1.3 The accepted cloud or storage Order shall define metered content, storage measurement, additional-storage rates and billing increments.

A1.4 Fusion shall notify the Customer when additional capacity is required. No automatic purchase or deletion of existing data solely to enforce capacity limits is authorized by this clause. The agreed capacity-control procedure shall specify whether new ingestion is restricted until capacity is increased.

A1.5 Retention commitments depend on the Customer maintaining sufficient contracted storage.

A2 Retention during an active subscription

A2.1 The standard retention period for call recordings and activity logs is a rolling 12 months from creation, while the Customer maintains an active paid license and sufficient contracted storage.

A2.2 Customer-authorized earlier deletion, lawful deletion requirements and separately agreed retention instructions may shorten that period.

A2.3 Account configuration and current Customer records are retained throughout the active subscription unless deleted under authorized instructions or applicable law.

A2.4 Longer or different retention requirements must be documented and agreed. Longer retention may require additional paid storage.

A2.5 Retention is not a substitute for a backup or disaster-recovery commitment. Those arrangements shall be separately documented.

A3 Unpaid expiry and preservation

A3.1 Where the license expires without renewal payment, service access ceases upon expiry.

A3.2 Fusion shall preserve remaining Customer Data for 60 calendar days from the license expiry date, subject to lawful deletion instructions or legal preservation requirements.

A3.3 This preservation period does not extend the license, grant service access or permit new processing or uploads.

A3.4 The Customer should export data before expiry. The agreed cloud or exit schedule shall specify the procedure for requesting an authorized assisted export during the preservation period, including formats, verification and any separately agreed assistance fees.

A3.5 Where renewal payment remains outstanding after the 60-day period, Fusion may delete Customer Data and decommission the environment.

A3.6 Fusion shall notify the Customer’s nominated administrator and the Channel Partner of the intended deletion date in advance. The applicable cloud or exit schedule shall specify the notice period and reminder process.

A3.7 Restoration before deletion requires an accepted renewal or restoration Order and payment. Fusion does not guarantee recovery after deletion.

A4 Backup deletion and required records

A4.1 Customer Data in backups shall expire through a documented backup deletion cycle. The applicable cloud or data processing schedule shall state the maximum backup retention period after active-data deletion, subject to applicable legal preservation requirements.

A4.2 Backup data shall remain protected and shall not be returned to ordinary processing except for authorized recovery or legal requirements.

A4.3 Fusion may retain records it must lawfully preserve, including applicable accounting, contractual and security records, under separate purpose-based retention periods. This does not authorize indefinite retention of the Customer’s operational dataset.

A5 Cloud operational details

The accepted cloud, support and data processing schedules shall identify:

a. Hosting and data locations.

b. Applicable sub processors.

c. Security responsibilities.

d. Backup frequency and recovery arrangements.

e. Availability and support commitments, if any.

Schedule B On Premise Deployment

B1 Installation and scope

B1.1 GoDesk may be installed only in the Customer environments and instances identified in the Order.

B1.2 Production, testing, backup and disaster-recovery installations require the rights specified in the Order. Backup copies do not create additional operational license rights.

B1.3 Fusion’s intellectual-property ownership and license restrictions apply to installed software throughout and after the License Period.

B1.4 Source code, ownership rights and escrow arrangements are not included unless separately agreed.

B2 Customer infrastructure responsibilities

B2.1 The Customer is responsible for the infrastructure allocated to it in the SOW, including compute, storage, operating systems, networks, firewalls, access management and third-party systems.

B2.2 The Customer is responsible for its data retention, backups, recovery and lawful recording practices unless Fusion expressly accepts a defined service.

B2.3 Fusion’s cloud storage allowance, cloud retention service and cloud deletion policy do not apply to on-premise Customer Data.

B3 License validation and access

B3.1 License activation, renewal and validation mechanisms shall be described in the Order or deployment documentation.

B3.2 The Customer shall not bypass or tamper with license controls.

B3.3 Any required connectivity, offline validation, device binding or remote license administration shall be disclosed and agreed before implementation.

B3.4 Fusion support access shall follow Customer authorization and agreed security controls. No unrestricted right of remote access is granted.

B4 Updates and support

B4.1 Entitlement to updates, supported versions and maintenance shall be specified in the support schedule or AMC.

B4.2 The Parties shall agree responsibility for installing updates, scheduling downtime, testing changes and maintaining supported third-party dependencies.

B4.3 Customer modifications or unsupported configurations may affect support for the resulting issues.

B5 Expiry and software removal

B5.1 On unpaid expiry, the Customer’s right to operate GoDesk ends. Installed software does not become a perpetual license.

B5.2 The Customer shall cease operational use and, where the license is not renewed, remove Fusion’s software under the agreed exit procedure.

B5.3 Customer Data remains under Customer control. Software removal or license enforcement shall not authorize Fusion to delete Customer-owned data.

B5.4 The deployment schedule shall specify the method for preserving and exporting Customer Data, removing software and confirming removal, without granting continued operational use.

B5.5 Any retention of installed GoDesk software for archival, migration or legal purposes requires an expressly agreed limited right.