Terms of Service

Effective January 3, 2022

These terms (“Terms of Service”) constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you” or “your”) and wdp UAB (“Company”, “we”, “us”, or “our”), concerning your access to and use of the Services, as such term is defined in Section 1 below. By signing up for the Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms of Service. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, YOU ARE EXPLICITLY PROHIBITED FROM USING THE SERVICES AND MUST IMMEDIATELY CEASE USE.

Supplemental terms and conditions or documents incorporated into the current Services shall be governed by these Terms of Service. We reserve the right to make changes or modifications to these Terms of Service at any and from time to time in our sole discretion. We will notify you of any changes by updating the "Effective" date at the top of these Terms of Service, and you waive any right to specific notice of each such change. By continuing to use the Services after the date such revised Terms of Service are posted, you will be subject to and will be deemed to have been aware of and to have accepted the changes.

Before you may use the Services, you must read, agree to, and accept all of the terms and conditions contained in and incorporated by reference in these Terms of Service, our Privacy Policy, and Cookie Policy.

  1. Account Requirements
    1. To access the Services, a Customer's employee ("Customer") must register for a wdp account ("Account") by providing certain information, including the company's legal name and registration number, the company's registration address, the full legal name and current address of residence of a company representative, a phone number, and a valid email address, as well as any other information specified as required.
    2. If you are using the Services on behalf of your employer, you represent and warrant that you are authorized to bind your employer to these Terms of Service.
    3. You must be at least 18 years old or of legal age in the jurisdiction in which you reside or from which you access the Services.
    4. You agree to keep your wdp Account information accurate, complete, and current. Failure to maintain accurate, complete, and current wdp Account information, including having an invalid or expired payment method on file with wdp, may result in your inability to access and use the Services or the termination of your wdp Account.
    5. You confirm that you are using any Services provided by wdp for business purposes only and not for personal purposes.
    6. It is entirely up to you to keep your password secure. wdp cannot and will not be held liable for any loss or harm incurred as a result of your failure to maintain the security of your Account and password.
    7. A valid Shopify Services account ("Shopify Account") is required to fully access and use all of the Services' functionality.
    8. A valid Zendesk Services account ("Zendesk Account") is required to fully access and use all of the services' functionality.
    9. Any violation or breach of the Terms of Service, as determined solely by wdp, may result in the immediate termination of your Services.
  2. General Conditions
    1. The Services provide outsourced customer service and handle customer or user inquiries on behalf of the Customer. wdp Service comprises a network of customer service agents and a platform that enables agents to perform their tasks. We offer our Service via software as a service model. The Service will integrate with the Customer's Zendesk and Shopify instance to sync inquiries and all associated data in order to equip its customer service agents with relevant context and tools to resolve customer inquiries.
    2. Technical support for the Services is only available via email to hello@wdp.com.
    3. Any claim relating to the Service or its use will be governed and interpreted in accordance with the law of the Republic of Lithuania, without regard for its conflict of law principles.
    4. If the Customer has any questions about these Terms or the Service, or if the Customer intends to terminate the Agreement, the Customer should contact us at hello@wdp.com.
    5. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services, use of the Services, or access to the Services without our express written permission.
  3. Confidentiality
    1. Unless otherwise agreed in writing by the other party, each party agrees not to directly or indirectly exploit or disclose to a third party any confidential information obtained as a result of or pursuant to these Terms. Confidential information includes all business, marketing, technical, and other sensitive information owned or licensed by a party and disclosed to the other party as part of or in connection with the Service or these Terms. Information shall not be considered confidential if it is: (i) publicly known or available at the time of disclosure or later becomes part of the public domain, other than through a breach of these Terms; (ii) in a party's possession prior to the time of disclosure, other than through a third party's breach of any obligation to the other party; or (iii) is lawfully disclosed to a party by a third party without any duty of confidentiality.
    2. A party may disclose confidential information if required to do so by: (i) a law, rule, or regulation; (ii) a court or tribunal decision; (iii) a governmental authority or other authority with relevant powers to which the party is subject; or (iv) with the other party's written consent.
  4. Limitation of Liability
    1. To the fullest extent legally permissible, the Service, the content, and third party components provided therein are provided on an "as is" and "as available" basis, and wdp and our service providers disclaim all warranties of any kind, express, implied or statutory, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose. For the avoidance of doubt, unless a specific service level agreement has been entered into, wdp provides no warranties regarding the availability of the Service.
    2. In no event shall wdp or its Affiliates, officers, directors, employees, agents, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost opportunity, lost profits, lost revenue, lost savings, loss of data, intellectual property right infringement, replacement costs, loss of goodwill or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any part or parts of the Services or Third Party Services procured using the Services or for any other claim related in any way to your use of the Services, even if advised of the possibility of same.
  5. Indemnification
    1. Each Party will indemnify, defend, and hold harmless the other, as well as the other's respective affiliates, officers, directors, employees, agents, successors, and assigns, against (i) the death or bodily injury of any individual caused by the Indemnitor's conduct; (ii) the damage, loss, or destruction of any real or tangible personal property caused by the Indemnitor's tortious conduct; and (iii) any third-party claim arising out of or related to the Indemnitor’s breach of its confidentiality obligations under this Agreement; and (iv) any failure to pay taxes owed by such Party when due.
  6. Rights to Intellectual Property
    1. You hereby grant wdp a limited, worldwide, non-exclusive, sublicensable, royalty-free license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Materials you provide in order to facilitate your use of the Services and to provide the Services to you. wdp may also use the Materials you provide to assist in the maintenance and development of the Services. Except for the expressly granted limited license, you or your third-party licensors retain all right, title, and interest in and to the Materials, as well as all intellectual property rights therein. Nothing in this Agreement grants wdp any ownership or other rights in the Materials.
    2. wdp is and will remain the sole owner of the following: (i) the Service and any software associated with the Service, as well as any improvements, enhancements, or modifications to the Service; (ii) any software, applications, inventions, or other technology developed in connection with implementation services or support; and (iii) all intellectual property associated with any of the foregoing.
    3. You grant wdp a non-exclusive right and license to use and display your name, logotype, and similar marks ("Customer Marks") on wdp's website and marketing materials to identify the Customer as a wdp customer.
    4. If you submit suggestions, comments, or ideas about our Services, you agree that no disclosure of any idea, suggestion, or related material, or any review of the Services (collectively, "Feedback") will be subject to any confidentiality obligation or expectation of compensation. By submitting Feedback to wdp (whether directly to wdp or through a wdp-hosted page), you grant wdp the right to implement and use the Feedback, as provided by you or as modified by wdp, without obtaining permission or license from you or any third party.
  7. Payments
    1. Payments for services provided by wdp shall be mutually agreed upon by the Parties.
    2. For invoice purposes, wdp will track each Customer inquiry and categorize it as Resolved or Incomplete. wdp shall determine whether each inquiry is Resolved or Incomplete in accordance with this Agreement; however, you shall have the right to request any backup documentation and to contest any classifications.
  8. Term and Termination
    1. These Terms take effect on the Service Start Date and will continue to apply until either party terminates the Service in accordance with these Terms.
    2. The Customer may terminate the Service at any time by contacting wdp via the contact information provided in Section 2 or, if possible, via wdp's web portal.
    3. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, including the Policies, we also may terminate these Terms of Service at any time without notice and accordingly may deny you access to the Services, your wdp Account or any part thereof. For all intents and purposes, the obligations (including payment obligations) and liabilities incurred prior to the termination date shall survive the termination of these Terms of Service.
  9. Changes to the Service, these Terms, or the Prices
    1. wdp reserves the right, with 30 days' notice, to change the prices of the Services. wdp may provide such notice at any time by posting changes to the wdp Site (wdp.com) or by sending you an announcement through your wdp Account.
    2. wdp reserves the right, with or without notice, to modify or discontinue the Services (or any part thereof) (unless otherwise required by applicable law).
    3. wdp will not be liable to you or any third party in the event that the Service is modified, the price changed, suspended, or discontinued.
  10. Uses of the Service that are Prohibited
    1. In addition to the other prohibitions set forth in the Terms of Service, you are prohibited from using the Services, their content, or any of the services accessible through the Services in the following ways: (i) using the Service for any illegal, immoral, unlawful, or unauthorized purpose; (ii) circumventing any measures in place to prevent or restrict access to the Service; or (iii) copying, modifying, altering, adapting, making available, reverse engineering, decompiling, or disassembling any portion of the content made accessible on or through the Service or publicly displaying, reproducing, creating derivative works from, performing, distributing, or otherwise using such content, other than as expressly permitted under these Terms or applicable law.
  11. Data
    1. Personal Data
      1. The Customer shall own all rights, title, and interest in and to any data submitted by or on behalf of the Customer via the Service ("Customer Data"). wdp shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including, without limitation, Customer Data and data derived therefrom), and wdp will be free (during and after the term) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other wdp offerings, and (ii) disclose such data solely in aggregate or other de-identified forms in connection with its business.
      2. You agree to comply with wdp's Privacy Policy and further agree that (i) you are solely responsible for the accuracy and content of your data (which includes any Personal Customer Data); and (ii) your use of wdp, including your data and its use hereunder, will not violate any laws or third-party rights, including intellectual property, privacy, or publicity rights.
      3. wdp will process personal data relating to the Customer's users and customers ("End Customers") in the course of providing the Service on the Customer's behalf as a data processor. Acceptance of these Terms of Service constitutes an agreement between wdp and the Customer to be bound by wdp's data processing agreement.
    2. Data on Usage
      1. For the purpose of managing the relationship with the Customer and to create and administer the Customer's user account, wdp will process personal data related to the Customer's business representatives and users, as a data controller. wdp's privacy policy, which can be found here, contains information about the company's processing of personal data.
      2. wdp may anonymize your Customers' Personal Customer Data in order to prevent them from being identified individually and may use this anonymized data, segmented by industry, geography, and other metrics, to provide qualitative insight into customer support metrics and other pertinent metrics. wdp may also provide aggregate usage data to its affiliates for analytics purposes. These affiliates may use the data to assist wdp in determining how frequently and in what ways people use the wdp Services. However, wdp will never disclose aggregate information to an affiliate in a way that would personally identify your Customers.

Contact Us:

If you want to raise or resolve a complaint regarding the Service or to receive further information regarding the use of the Service, please direct your questions to hello@wdp.com.