Welcome to Geistwerk Inc (doing business as DeskFerry) ("Company", "we", "our", "us"). These Terms of Service ("Terms", "Terms of Service") govern your use of our web pages located at https://deskferry.com and the DeskFerry platform (together, the "Service"), operated by us. Please read them carefully before using our Service.
Your agreement with us includes these Terms and the policies incorporated into them by reference — our Privacy Policy (https://deskferry.com/privacy), our Acceptable Use Policy (https://deskferry.com/acceptable-use), and our Data Security Policy (https://deskferry.com/data-security) (together, the "Agreements"). By accessing or using the Service, you confirm that you have read, understood, and agree to be bound by the Agreements; if you do not agree, you may not use the Service. These Terms apply to all visitors, users and others who wish to access or use the Service.
In these Terms, capitalized terms have the meanings given where they are first introduced.
1. THE SERVICE
1.1 The Platform
DeskFerry is an agentic AI platform that enables businesses and professionals to build, configure, and deploy AI agents that automate workflows, process data, and integrate with third-party applications. The specific features available to you depend on the subscription plan you select.
1.2 Accounts
When you create an account with us, you guarantee that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the termination of your account.
You are responsible for maintaining the confidentiality of your account and password, including restricting access to your account, and for all activities that occur under your account — whether you sign in with a password or through a third-party sign-in provider (such as Google). You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity, or a name or trademark that you are not lawfully authorized to use, or any name that is offensive, vulgar, or obscene.
We may refuse service, remove or edit content, or terminate accounts in our sole discretion, as described in clause 8.2 (Termination).
1.3 Eligibility
The Service is intended for users who are at least eighteen (18) years old. By accessing or using the Service, you represent that you meet this requirement and have the full authority, right, and capacity to enter into these Terms. If you are accessing or using the Service on behalf of a company or other legal entity, you represent and warrant that you are authorized to bind that entity to these Terms, in which case "you" and "your" refer to that entity.
1.4 Communications
By creating an account on our Service, you agree to receive service-related and transactional communications from us, such as billing notices, security alerts, and administrative messages; these are necessary to provide the Service. Marketing communications are optional and governed by our Privacy Policy, which explains how to opt out at any time.
1.5 Changes to the Service
We may withdraw or amend the Service, or any material we provide through it, in our sole discretion without notice, and may from time to time restrict access to some or all of the Service. We will not be liable if all or any part of the Service is unavailable at any time or for any period; however, where our withdrawal of the Service amounts to cancelling your paid Subscription without cause, the refund in clause 2.5 applies. For clarity, changes to the features or functionality of the Service are governed by this clause 1.5 and do not constitute amendments to these Terms for the purposes of clause 10.2. Where practicable, we will endeavor to give advance notice of material reductions to functionality included in a paid subscription.
1.6 Beta Features
From time to time we may offer features or functionality identified as beta, preview, early access, or experimental ("Beta Features"). Beta Features are provided "as-is", may be discontinued at any time, and are excluded from any warranties or service commitments.
2. SUBSCRIPTIONS, FEES AND PAYMENT
2.1 Purchases
To make a purchase ("Purchase"), you may need to supply payment and billing details, and you represent and warrant that you have the legal right to use the payment method you provide and that the information you supply is true and complete. Payment is collected securely at checkout, we do not store your full card details, and a receipt is issued to your account email.
We may refuse or cancel any order, including for unavailability, errors in the description or price of a product or service, errors in your order, or suspected fraud or unauthorized or illegal transactions. All fees are stated in United States dollars and are exclusive of any applicable taxes (such as GST, VAT, or sales tax), for which you are responsible except for taxes based on our income.
2.2 Subscriptions and Renewals
Some parts of the Service are billed on a subscription basis ("Subscription(s)"), billed in advance on a recurring monthly or annual basis ("Billing Cycle") depending on the plan you select. You must provide accurate billing information and a valid payment method, and you authorize us to charge all Subscription fees incurred through your account to that payment method.
Your Subscription automatically renews at the end of each Billing Cycle unless you cancel it or we cancel it. You may cancel at any time from your Billing settings in the platform; if you cancel, your Subscription remains active until the end of the then-current Billing Cycle and you will not be charged again. Should automatic billing fail, you will be asked to update your payment method, and your access to the Service may be limited until payment is successfully processed.
2.3 Credits and Actions
Certain features of the Service are metered in units of work ("Actions") and prepaid credits corresponding to third-party AI model usage ("Credits"), as described on our pricing page (https://deskferry.com/pricing). Credits and Actions are included with your Subscription plan and may also be purchased separately as top-ups.
Credits and Actions are not stored value and have no cash value, and cannot be redeemed for cash, transferred, sold, or assigned. Plan Credits and Actions reset at the start of each Billing Cycle and do not roll over; Credits and Actions you purchase separately remain valid while you maintain an active paid Subscription and do not reset each Billing Cycle. All Credits and Actions expire upon cancellation or termination of your Subscription or account (except as provided in clause 2.5), and any trial or promotional Credits and Actions expire when the applicable trial or promotion ends. Consumed Credits and Actions — including those used by agents or workflows you configure (see clause 4.2) — are non-refundable, as they correspond to third-party model usage and work already performed on your behalf.
2.4 Fee Changes
We may modify our fees at any time, including Subscription fees and the pricing or unit rates for Credits and Actions. We will provide reasonable prior notice of any such change. Changes to Subscription fees take effect at the end of the then-current Billing Cycle, giving you an opportunity to cancel your Subscription before the change becomes effective; changes to Credit and Action pricing apply to purchases and usage occurring after the change takes effect.
2.5 Refunds
Except when required by law or as set out below, paid Subscription fees and purchased Credits and Actions are non-refundable, and consumed Credits and Actions are non-refundable in all cases.
If we cancel your Subscription. If we cancel or terminate your paid Subscription for reasons other than your breach of these Terms or our Acceptable Use Policy, we will refund the pro-rata portion of any prepaid Subscription fee covering the unused period after cancellation, together with a refund of the fees you paid for the unused portion of any Credits or Actions you purchased separately. Credits and Actions included with your plan at no additional charge expire without a refund.
Chargebacks. If you believe a charge is incorrect, contact [email protected] before disputing it with your bank or card issuer; we may suspend or terminate accounts associated with fraudulent or abusive chargebacks.
2.6 Upgrades and Downgrades
You may upgrade or downgrade your Subscription plan at any time from your Billing settings in the platform. Upgrades take effect promptly, with the new fee applying from the next Billing Cycle unless otherwise displayed at the time of upgrade. Downgrades take effect at the start of the next Billing Cycle and are not pro-rated or refunded for the remainder of the current one (consistent with clause 2.5). Downgrading may result in the loss of features, capacity, usage limits, or access to content, and you release us from liability for any such loss. Credits and Actions you purchased separately remain valid following a plan change while your Subscription remains active.
2.7 Free Trials
We may offer a free trial of the Service or of certain paid features. The scope and duration of any free trial are shown at sign-up and may be changed or withdrawn at any time. Unless we tell you otherwise at sign-up, no payment method is required to start a free trial and we will not automatically charge you or convert your trial into a paid Subscription; when the trial ends, access to the trial features stops unless you choose to purchase a Subscription. Free trials are limited to one per person or entity, and we may revoke a trial or suspend your account if you create additional accounts to obtain further trials (see clause 4.1(c)). Free trials, and any Credits or Actions included with them, are provided "as is" without warranties and expire when the trial ends (see clause 2.3).
3. CONTENT AND DATA
3.1 Your Content
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, data, prompts, or other material ("Content"). You are responsible for Content that you post on or through the Service, including its legality, reliability, and appropriateness, and you represent and warrant that you own or have the necessary rights to your Content and that posting it does not violate the rights of any person or entity.
You retain any and all of your rights to any Content you submit, post or display on or through the Service. You grant us a worldwide, royalty-free, non-exclusive license to use, store, and process your Content solely to the extent required to provide and operate the Service and to comply with applicable law. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service.
3.2 Data Handling
Your Content is handled in accordance with our Privacy Policy (https://deskferry.com/privacy), and our security practices are described in our Data Security Policy (https://deskferry.com/data-security), each incorporated into these Terms by reference. The third-party subprocessors we engage to provide the Service are listed in our Privacy Policy at https://deskferry.com/privacy (Section 6). If you require a data processing agreement (DPA) for business use of the Service, contact us at [email protected].
Backups and data loss. You are responsible for maintaining your own copies of any Content that is important to you. We cannot guarantee that any backup will be available or free from errors, and, subject to clause 7.2, we will not be liable for any loss or corruption of Content.
4. ACCEPTABLE USE
4.1 Prohibited Uses
You may use the Service only for lawful purposes and in accordance with these Terms and our Acceptable Use Policy (https://deskferry.com/acceptable-use), which is incorporated into these Terms by reference and sets out our detailed usage rules. In particular, you agree not to:
(a) Use the Service in any way that is unlawful, fraudulent, or harmful, or that infringes the rights of others — including any use that exploits or harms minors;
(b) Send spam or any unsolicited advertising or promotional messaging in violation of applicable law (including CAN-SPAM, CASL, and similar anti-spam laws);
(c) Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity; create accounts by automated means or under a false or misleading identity; or create new accounts to circumvent a suspension, termination, or trial or promotional limit;
(d) Disable, overburden, damage, or impair the Service or interfere with any other party's use of it; introduce viruses or other malicious or technologically harmful material; attack the Service (including via denial-of-service or distributed denial-of-service attacks); or attempt to gain unauthorized access to any part of the Service or any server, computer, or database connected to it;
(e) Access the Service by automated means other than through the interfaces and APIs we provide and document; reverse engineer, decompile, disassemble, or attempt to extract the source code of the Service; use the Service to develop a competing product or service; or circumvent usage limits, rate limits, authentication mechanisms, or security features of the Service or of any third-party platform accessed through the Service.
4.2 AI Features and Autonomous Agents
The Service enables you to build, configure, and deploy AI agents that perform actions on your behalf, including autonomously and without your real-time review.
Probabilistic outputs. The Service relies on probabilistic AI models. Outputs may contain inaccuracies, biases, or incomplete data. You own the outputs generated from your inputs, and you are solely responsible for reviewing and verifying outputs before relying on them, particularly in any legal, financial, medical, or other high-stakes context. Outputs are provided "as is" without warranties of accuracy, originality, or fitness for any particular purpose. We do not guarantee that outputs are unique, and similar outputs may be generated for other customers.
Your agents, your actions. Agents act based on the instructions, prompts, triggers, permissions, and connected accounts that you configure. Each action an agent performs through the Service — including sending communications, creating, modifying, or deleting data, executing workflows, and initiating transactions — is deemed taken by you, as though you had performed it manually. You are responsible for supervising your agents, for using any human-approval or oversight controls we offer for consequential or irreversible actions, and for all Credits and Actions your agents consume, including through repeated, looping, or otherwise unintended executions resulting from your configuration.
Compliance. You represent and warrant that you have all rights, consents, and lawful bases necessary for every action your agents perform, and that such actions comply with all applicable laws and with the terms of service of any connected third-party platform. Where the Service connects to third-party platforms on your behalf, access is granted through OAuth authorization flows or scoped API credentials that you control and may revoke at any time; we will never ask you for your passwords to third-party services.
AI-specific prohibited uses. Without limiting clause 4.1, you must not use the Service or its AI features to: generate any content that is illegal under applicable law, including content that promotes violence, terrorism, or self-harm, or that sexualizes or exploits minors; create deceptive deepfakes, clone or simulate a real person's voice, image, or likeness without that person's explicit consent, or impersonate real individuals or organizations; conduct phishing, fraud, market manipulation, or fake-review schemes; make fully automated decisions with legal or similarly significant effects on individuals (such as employment, credit, insurance, or housing decisions) without meaningful human review; provide regulated professional advice without appropriate licensure and oversight; conduct unlawful surveillance or biometric identification; interfere with elections or generate political disinformation at scale; unlawfully discriminate against individuals based on protected characteristics; or use the Service to train competing AI models.
Suspension of agents. We may, with or without notice, suspend, throttle, or disable any agent, workflow, or action that we reasonably believe is malfunctioning, consuming excessive resources, violating these Terms, or threatening the security or integrity of the Service, our other users, or any connected third-party service. We are not responsible or liable for any action taken by your agents, including any erroneous, unintended, unauthorized, delayed, or omitted action.
5. THIRD-PARTY SERVICES
Our Service may contain links to third-party web sites or services that are not owned or controlled by us, and may integrate with third-party platforms (e.g., Google, Slack, OpenAI, Anthropic). You agree to comply with the applicable terms and policies of any third-party platform you connect to the Service.
We do not control and are not responsible for the content, policies, or practices of any third-party website, service, or platform — including their performance, availability, or pricing, or the suspension or restriction of your accounts with them — and, to the maximum extent permitted by law, we are not liable for any damage or loss caused by your use of or reliance on them. We encourage you to review the terms and privacy policies of any third-party services you visit or connect to the Service.
6. INTELLECTUAL PROPERTY
6.1 Our Intellectual Property
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other applicable laws of the United States and other countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent. Feedback you provide about the Service is governed by clause 6.3.
6.2 Copyright Complaints (DMCA)
We respect the intellectual property of others and follow the Digital Millennium Copyright Act (DMCA).
Reporting infringement. If you believe Content on the Service infringes your copyright, send a notice to our designated copyright agent at [email protected] with the subject line "Copyright Infringement". Your notice must include: (a) your physical or electronic signature; (b) identification of the copyrighted work you claim is infringed; (c) where the allegedly infringing material appears on the Service (a URL is best); (d) your contact details; (e) a statement that you believe in good faith that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that your notice is accurate and that you are the copyright owner or authorized to act on their behalf.
What we do. We will remove or disable access to material identified in a valid notice and notify the user who posted it.
Counter-notice. If your Content was removed and you believe this was a mistake or misidentification, you may send a counter-notice to [email protected] including: (a) your physical or electronic signature; (b) identification of the removed material and where it appeared before removal; (c) a statement, made under penalty of perjury, that you believe in good faith the material was removed by mistake or misidentification; and (d) your name, address, and phone number, and your consent to the jurisdiction of the federal court for your address (or, if you are outside the United States, the federal courts located in Delaware). Unless the complaining party notifies us that it has filed a court action, we may restore the material within ten (10) to fourteen (14) business days after receiving a valid counter-notice.
Repeat infringers. We may terminate the accounts of repeat infringers.
Misrepresentation. Knowingly making false statements in a notice or counter-notice may make you liable for damages under the DMCA.
6.3 Feedback
Feedback you send us (such as suggestions, ideas, or bug reports, "Feedback") is non-confidential, and you agree that we may use it freely, without restriction or compensation to you.
7. DISCLAIMERS, LIABILITY AND INDEMNIFICATION
7.1 Disclaimer of Warranty
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND DOES NOT WARRANT THAT THE SERVICE OR ANYTHING OBTAINED THROUGH IT (INCLUDING ANY AI-GENERATED OUTPUTS OR AGENT ACTIONS) WILL BE ACCURATE, RELIABLE, COMPLETE, SECURE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
7.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, HOWEVER ARISING AND UNDER ANY THEORY OF LIABILITY (CONTRACT, NEGLIGENCE, OR OTHER TORT), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
THE EXCLUSION AND CAP ABOVE DO NOT APPLY TO: (i) YOUR PAYMENT OBLIGATIONS OR YOUR INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 7.3; OR (ii) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
SUBJECT TO THE CARVE-OUTS ABOVE, WE ARE NOT LIABLE FOR ANY ACTION TAKEN BY AI AGENTS YOU CONFIGURE OR DEPLOY THROUGH THE SERVICE, AS DESCRIBED IN CLAUSE 4.2.
7.3 Indemnification
You agree to defend, indemnify and hold harmless the Company and its officers, directors, employees, agents and licensors from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) brought by a third party and arising out of or in connection with: (i) Content you post on or through the Service; (ii) your breach of these Terms; (iii) your violation of any law or the rights of a third party; or (iv) any action taken by AI agents you build, configure, deploy, or operate through the Service (as described in clause 4.2), including communications sent to third parties and data or systems your agents access or modify. We may assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense; you may not settle any such claim without our prior written consent.
8. TERM AND TERMINATION
8.1 Termination by You
You may cancel your Subscription at any time from your Billing settings in the platform; to terminate your account entirely, email [email protected]. Cancellation takes effect at the end of your then-current Billing Cycle, and you will retain access until that date. Please note that simply discontinuing use of the Service does not cancel a paid Subscription — until you cancel in accordance with clause 2.2, your Subscription will continue to renew and be charged.
8.2 Suspension and Termination by Us
We may suspend or terminate your account and bar access to the Service at any time, immediately and without prior notice or liability, for any reason, including if you breach these Terms or our Acceptable Use Policy, we are required to do so by law, or we reasonably believe it necessary to protect the security or integrity of the Service, our other users, or any connected third-party service. Upon any such termination, unused Credits and Actions expire as described in clause 2.3, except that if we terminate without cause we will provide the pro-rata refund described in clause 2.5.
8.3 Effect of Termination
Upon termination or cancellation for any reason, your right to access and use the Service ceases. Except where we terminate or suspend your account for a breach of these Terms or our Acceptable Use Policy — in which case we may restrict access to or delete your Content immediately — we will make your Content available for export for thirty (30) days after termination, after which we may delete or anonymize it. You remain responsible for keeping your own copies of any Content important to you (see clause 3.2). All provisions of these Terms which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity and limitations of liability.
9. EXPORT CONTROLS AND SANCTIONS
You may not access or use the Service if you are subject to, or located in a country or territory subject to, comprehensive sanctions under applicable law (including U.S. sanctions and restricted-party lists). You agree to comply with all applicable export control and sanctions laws and not to use or transfer the Service or its outputs for any purpose they prohibit; we may restrict access from any jurisdiction where providing the Service would violate applicable law.
10. GENERAL
10.1 Governing Law and Venue
These Terms shall be governed and construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions. You and the Company agree that the state and federal courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to personal jurisdiction and venue in those courts. To the extent permitted by law, each party waives any right to a trial by jury.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the Service and supersede and replace any prior agreements regarding the Service.
10.2 Amendments to Terms
We may amend these Terms at any time by posting the amended Terms on this page and updating the "Last Updated" date above. Your continued use of the Service after any revised Terms take effect constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service.
10.3 Assignment
You may not assign or transfer these Terms, or your rights or obligations under them, without our prior written consent. We may assign these Terms without your consent, including to a successor entity in connection with a merger, acquisition, or sale of assets.
10.4 Force Majeure
We will not be liable for any delay or failure to perform our obligations under these Terms caused by events or circumstances beyond our reasonable control, provided that we resume performance as soon as reasonably practicable; no such event excuses your payment obligations under these Terms.
10.5 Notices
We may provide notices to you by email to the address associated with your account or by notice within the Service; you may send notices to us at [email protected].
10.6 Contact
Please send your feedback, comments, and requests for technical support:
- By email: [email protected]
- Legal inquiries: [email protected]