EMDESK User License Agreement

Please read these terms and conditions governing the license agreement for the web-based application EMDESK®. By clicking on the “I agree” button, you accept these terms and conditions and agree to abide by them. Reference below to “THE SUPPLIER“ is to EMDESK® GmbH, located Peterstraße 5, D-99084 ERFURT, Germany.

Please also take note of the Terms and Condition of Use and our Data & Privacy Practices of EMDESK.

Many questions and isusses have been already discussed and are summarized in our FAQ section.

EMDESK® is a web-based application for the entire life cycle of European research projects within the 7th Framework Programme (“FP7”). A complete description of the EMDESK® functions is available on the website www.emdesk.com.

EMDESK® comprises a “PROPOSAL PREPARATION” module, a “NEGOTIATION” module and an “IMPLEMENTATION” module.

This license agreement contains:

A) General provisions

1. Installation
2. Title and IP rights
3. Confidentiality
4. Termination
5. Severance
6. Waiver
7. Assignment
8. Force Majeure
9. Entire Agreement
10. Law and Jurisdiction

B) Provisions only applicable to users of the “PROPOSAL PREPARATION” module

11. Grant of License
12. Price of the License
13. Warranty
14. Limitation of liability

C) Provisions only applicable to the purchasers of the “NEGOTIATION” module and the “PROJECT IMPLEMENTATION" module

15. Grant of License
16. Price of the License
16. Order placement, confirmation of orders and payment options
17. Warranty
18. Limitation of liability

In case of contradiction, C will take precedence over B and A, and B will take precedence over A.

A) General provisions

1. Installation

There is no installation or configuration necessary. The EMDESK® platform is a browser-based web application implemented for common systems. The use of EMDESK requires a registration via https://emdesk.eu/cms/?s=221. After receiving your access details to your personal EMDESK area, you can login via https://login.emdesk.eu. The EMDESK® system is normally compatible with any operating system and browser that supports JavaScript.

2. Title and IP rights

Title and IP rights to EMDESK® and to any authorised copy thereof shall remain at all times the property of the SUPPLIER, and you shall have no right, title or interest therein, except as expressly set forth in this Agreement.

3. Confidentiality

Each party shall keep confidential any information obtained from the other pursuant to this Agreement which is designated as confidential by either party or which is clearly confidential by its nature, provided that this clause shall not extend to any information which was rightfully in the possession of either party prior to this Agreement or which is already in the public knowledge or becomes so at a future date. Each party further agrees that any such confidential information shall not be disclosed to any third party without the other party’s prior written consent. Each party shall ensure that its servants, agents, collaborators and sub-contractors are bound by the provisions of this clause. The foregoing obligations shall survive any termination of this Agreement.

4. Termination

Terminations of the use of the “PROPOSAL PREPARATION” module and “NEGOTIATION” module can be made at any time.
The purchase of the “PROJECT IMPLEMENATION” license requires a minimum of 12 month terms of contract. The term of the contract will be automatically renewed for 12 months in the normal case, but at most for the remaining months of the project duration, and may be cancelled prior to a term of 1 month before the end of the current term.

The SUPPLIER may terminate this Agreement if you breach any of its terms and (in the case of a breach capable of being remedied) shall have failed, within seven (7) days after receipt of a request in writing from the SUPPLIER so to do, to remedy the breach. Upon termination, you shall cease using the EMDESK®.

The SUPPLIER may also terminate this Agreement without cause at any moment, with a 3 months prior notice.

5. Severance

If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unless either party in its discretion decides that the effect of such declaration is to defeat the original intention of the parties in which event either party shall be entitled to terminate this Agreement by giving 30 days notice.

6. Waiver

Any delay, neglect or forbearance on the part of either party in enforcing against the other party any terms and conditions contained within this Agreement shall not be or deemed to be a waiver or in any way prejudice any right of that other party under this Agreement.

7. Assignment

The SUPPLIER shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to a third party.
You shall be entitled to assign all or any of your rights or obligations hereunder in whole or part with the prior written consent of the SUPPLIER.

8. Force Majeure

Both parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, quarantine restriction, labour dispute except within either party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.

9. Entire Agreement

This Agreement supersedes all prior agreements, arrangements, and understandings between the parties relating to the subject matter hereof, and constitutes the entire agreement between the parties relating to the subject matter hereof. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed and duly authorised representative of the parties.

10. Law and Jurisdiction

This Agreement shall be governed and construed in accordance with the laws of Germany and both parties shall submit to the jurisdiction of the German Courts having jurisdiction on the registered office of the SUPPLIER.

B) Provisions only applicable to users of the “PROPOSAL PREPARATION” module

11. Grant of License

The SUPPLIER hereby grants you free of charge, and you hereby accept a perpetual, non-exclusive, non-transferable right to use the “PROPOSAL PREPARATION” module of the “EMDESK”, in accordance with the provisions of this Agreement and with the instructions contained on the website www.emdesk.com.

The right to use the “PROPOSAL PREPARATION” module entitles you to do the following:

use all functions of the “PROPOSAL PREPARATION” module as described on www.emdesk.com;
use the hosted web-based tool;
benefit from the maintenance of the hosted web-based tool, the security of the servers, all the updates, improvements and “FP7” adjustments and a back up of your data;
receive support via email from the SUPPLIER, for use of this module, under the terms and conditions described in this Agreement;
export your EMDESK data to offline documents and sheets in RTF/XLS.

The “PROPOSAL PREPARATION” module and all the intellectual property rights attached shall remain the exclusive property of the SUPPLIER.

The right to use this module does not entitle YOU to/and YOU shall not, nor permit others to do any of the following:

copy, modify, adapt, enhance, translate, supplement the module, change its specifications;
circumvent or try to circumvent any technical or logical protection scheme or anti-copy devices set up by the SUPPLIER in order to control use of the module;
give access to the module to people without any user’s access right;
distribute, rent, sub-license, lease the module or otherwise make it available to third parties without the prior written consent of the SUPPLIER.

YOU shall promptly report to the SUPPLIER any violation of this clause. Any rights not expressly granted herein are reserved to the SUPPLIER.

The access to the “PROPOSAL PREPARATION” module could in the future be submitted to a charge, after the SUPPLIER notifies you with a 3 months prior notice.

12. Price of the License

There is no charge or any other fee for use of the “PROPOSAL PREPARATION” module.

The SUPPLIER does not charge sign-up fees, termination fees or any additional fees.

13. Warranty

The SUPPLIER provided its best efforts so that the “PROPOSAL PREPARATION” module is as reliable possible. The SUPPLIER does not warrant that the “PROPOSAL PREPARATION” module is error free and/or that YOU will be able to operate the “PROPOSAL PREPARATION” module without problems or interruptions.

Except as set forth in paragraph above, the SUPPLIER does not make any express or implied warranty with respect to the module, including without limitation any implied warranty or merchantability or fitness for a particular purpose.

The SUPPLIER does not warrant the results of the use of the module or warrant that any or all failures, defects, or errors will be corrected, or warrant that the functions contained in the module will meet your requirements.

13. Limitation of liability

To the maximum extent permitted by applicable law, the SUPPLIER will not be liable to you for any lost profits, or for indirect, special, incidental or consequential damages, or for any claim or demand against you by any other party.

C) Provisions only applicable to the purchasers of the “NEGOTIATION” module and the “PROJECT IMPLEMENTATION" module.

14. Grant of License

The SUPPLIER hereby grants you, and you hereby accept, a perpetual, non-exclusive, non-transferable right to use the “NEGOCIATION” module and the “PROJECT IMPLEMENTATION” modules, at a price as set forth in the article 16 and in accordance with the provisions of this Agreement and with the instructions contained on the website www.emdesk.com.

The right to use the “NEGOTIATION" and the “PROJECT IMPLEMENTATION” modules entitles YOU to do the following:

use all functions of the “NEGOTIATION” and “PROJECT IMPLEMENTATION” modules as described on www.emdesk.com;
use the hosted web-based tool with his maintenance and the security of the servers, all the updates, improvements and “FP7” adjustments and the permanent back up of your data;
receive support via email from the SUPPLIER, for use of this modules, under the terms and conditions described in this Agreement;
export your EMDESK data to offline documents and sheets in RTF/XLS format.

The “NEGOTIATION" and the “PROJECT IMPLEMENTATION” modules and all the intellectual property rights attached shall remain the exclusive property of the SUPPLIER.

The right to use these modules does not entitle YOU to and YOU shall not, nor permit others to do any of the following:

copy, modify, adapt, enhance, translate, supplement this modules, change its specifications or create derivative works from the modules;
circumvent or try to circumvent any technical or logical protection scheme or anti-copy devices set up by the SUPPLIER in order to control use of the modules;
give access to the modules to people without any user’s access right;
distribute, rent, sub-license, lease the modules or otherwise make it available to third parties without the prior written consent of the SUPPLIER

YOU shall promptly report to SUPPLIER any violation of this clause and shall take such further steps as may be reasonable requested by SUPPLIER to remedy any such violation and to prevent future violations. Any rights not expressly granted herein are reserved to SUPPLIER.

15. Price of the License

There is a charge for the use of the “NEGOTIATION" and the “PROJECT IMPLEMETATION” modules according to the pricing model indexed on our website at Pricing dated the date of purchase.

The SUPPLIER does not charge sign-up fees, termination fees or any additional fees.

These prices do not apply in case of redeeming an original fix price voucher issued by the “THE SUPPLIER”. Or these prices can be reduced by redeeming an original discount voucher issued by the “THE SUPPLIER”.

16. Order placement and confirmation of orders

You can place orders of license through the EMDESK FP7 Project Management Platform. You need to register to the “PROPOSAL PREPARATION” module.

To order a license for the “NEGOTIATION” module, you need to follow these steps:

Register to the “PROPOSAL PREPARATION” module of EMDESK at https://emdesk.eu/cms/?s=221.
Click on the activation link in the registration confirmation mail sent to your email address
Login to EMDESK at https://emdesk.eu/.
Input your information according to your proposal document
Click within the EMDESK on the “Negotiation” tab
Select the proposal version to be transferred to the “NEGOTIATION” module
Enter your Billing Address and Payment Information
Read, download and agree to the terms and conditions of the License Agreement by checking the check box
Review and check the information entered
Click the “Buy now and switch the project to the Negotiation Module” link to purchase the license for the use of the “NEGOTIATION” module

To order a license for the ““PROJECT IMPLEMENTATION” module, you need to follow these steps:

Proceed as described above to order the license of the “NEGOTIATION” module
Input or amend the proposal information to set up the “Description of Work” document
Click within the EMDESK on the “Implementation” tab
Select your preferred Payment Option and Payment Period
Select your organisation type and in case of type in your VAT ID number
Select the “Description of Work” version to be transferred to the “PROJECT IMPLEMENTATION” module
Select the official start date of the project
Enter your Billing Address and Payment Information
Read, download and agree to the terms and conditions of the License Agreement by checking the check box
Review and check the information entered
Click the “Purchase now and switch the project to the Project Implementation Module” link to purchase the license for the use of the “PROJECT IMPLEMENTATION” module.

When you place an order to purchase a service of EMDESK, we will send you an e-mail confirming receipt of your order, containing the details of your order and the invoice. An order is placed by you through clicking the purchase button. Your order represents an offer to us to purchase a service of EMDESK which is accepted by us when we send e-mail confirmation to you that we've activated that service for you. Please print the confirmation mail and invoice for documentation. The total price of payment for the service ordered is invoiced to you or charged to the credit card a few days after you received the confirmation mail.

Exception if otherwise agreed, invoices are sent to you by e-mail only every time you are charged.

All prices are excluding VAT. The VAT amounts to 19% according to the German law.

Payments of orders for the license of the “PROJECT IMPLEMENTATION" module are due for the following maximum 12 month in advance and a minimum commitment of 12 month is required.

You can purchase additional contractor licenses any time you want.

17. Warranty

The SUPPLIER warrants that the “NEGOTIATION" and "PROJECT IMPLEMENTATION” modules, for a period of ninety (90) days from the date of acceptance of these terms and conditions, when properly used, shall operate substantially in accordance with these functional specifications .Your sole and exclusive remedy and the entire liability of SUPPLIER under this limited warranty will be, at SUPPLIER’s option, the repair or refund of the modules, if reported to SUPPLIER. The SUPPLIER does not warrant that the modules are error free and/or that YOU will be able to operate the modules without problems or interruptions. This warranty does not apply if the modules have been altered, except by SUPPLIER or have not been operated in accordance with instructions supplied by SUPPLIER.
Except as set forth in paragraph above, the SUPPLIER does not make any express or implied warranty with respect to the modules, including without limitation any implied warranty or merchantability or fitness for a particular purpose, and the express warranty stated above is in lieu of all liabilities or obligations of the SUPPLIER for damages arising out of or in connection with the delivery, use or performance of the modules.

Except for the warranty in the first paragraph of this clause, the SUPPLIER does not warrant the results of the use of the modules nor warrant that any or all failures, defects, or errors will be corrected, nor will warrant that the functions contained in the modules meet your requirements. You acknowledge that the SUPPLIER has made no representations regarding warranty or liability other than as stated in this Agreement.

18. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for any lost profits, or for indirect, special, incidental or consequential damages, or for any claim or demand against you by any other party. In any case, the SUPPLIER’s entire liability under this license agreement shall be limited to the amount actually paid by you for the modules.

The SUPPLIER shall indemnify you against all costs, damages, expenses and other liabilities arising out of or incurred by reason of any claim, demand or action brought against you by reason that the normal use or possession of the modules infringes the intellectual property rights of any third party. The SUPPLIER shall have the right to replace or change all or any part of the modules in order to avoid infringement. In that case, this is your exclusive remedy.

The SUPPLIER shall indemnify you from and against any loss of or damage to any property of or injury to or death of any person caused by any wilful or negligent act or omission of the SUPPLIER.

Registered company name: EMDESK GmbH
Managing Director: Klaus-Dieter Platte
Registered address:
Peterstraße 5, D-99084 Erfurt, Germany
Phone: +49 (0) 361 660 36 12 (availability from 10am to 5pm)
Fax: +49 (361) 21 68 699

Trade register number: Germany HRB 502295
VAT identification number: DE 814977174
German sales tax identification number: 151/108/10692
Competent county court: Jena/Germany
Support and contact: contact[a]emdesk.com

Download EMDESK License Agreement in PDF format