Smartkarma Desk Access Terms

These Desk Access Terms set forth the terms and conditions pursuant to which the Client’s nominated Authorised Users will be granted the right to access and use the Desk Access Subscription, and, unless agreed otherwise, incorporate by reference the Smartkarma Access Terms, including inter alia the definitions and terms in regards to license, variation, disclaimers, termination, intellectual property, liability and indemnity. Capitalised Terms as used and defined in the Order Form shall also apply.

1. DESCRIPTION: The Desk Access Subscription provides the nominated Authorised Users with access to and interactions with an Insight Provider or a dedicated team of Insight Providers, organised by specialist area or desk. Interactions may include calls, face-to-face meetings (where located in the same locale), desk chat groups (hosted on the Smartkarma platform), new updates and idea pitching (“Desk Access Services”). 
2. TERM: The Desk Access Subscription will commence on the Effective Date and renew automatically at the end of the nominated Subscription Period, unless the Client has specified under the Special Conditions that auto-renewal and recurrent billing shall not apply.
3. PRICING AND PAYMENT: The Desk Access Subscription is billed and payable in advance according to the nominated Subscription Period and Payment Frequency, with total fees calculated per nominated Authorised User and according to the type and quantity of Desk(s) subscribed to (“Fees”). Where recurrent billing does not apply, the Client will be required to confirm in writing its intention to continue with the Desk Access Subscription at the end of each nominated Subscription Period.
4. SERVICE PROVISION: The Insight Provider(s) providing the Desk Access Services shall be directly responsible for the delivery, content and quality of the services and assume all relevant responsibility regarding performance, compliance, conflicts and confidentiality, which may or may not arise in the course of providing the Desk Access Services. To the extent permitted by law and the Smartkarma Access Terms, Smartkarma makes no representation or warranty regarding the delivery, content or quality of the Desk Access Services.
5. USE AND LIMITATIONS: In regards to the Desk Access Subscription and Desk Access Services,  Client and nominated Authorised User(s) expressly undertake to:

• act in accordance with these Desk Access Terms, the terms contained in the Smartkarma Access Terms and any applicable law, code or regulation;
• ensure internal compliance approval or permission has been obtained before accessing and using Desk Access Services, if applicable;
• not breach any contractual duty or obligation owed to any third party (including an employer);
• not request that an Insight Provider provide or disclose any information that may be considered confidential or material non-public information;
• not identify any Insight Provider as an employee and agree that no employment relationship shall be established between any parties by virtue of the delivery of Desk Access Services; 
• use any Content generated or created by any Insight Provider(s) pursuant to the Desk Access Subscription strictly in accordance with (i) the licence provisions under clause 2.4 of the Smartkarma Access Terms, and (ii) any additional terms and conditions expressly agreed with the Insight Provider in connection with the Desk Access. For the avoidance of doubt, use of and access to the Desk Access is personal to the Authorised User(s) nominated on the Order Form or as otherwise agreed in writing from time to time; and use the Desk Access Services reasonably, within the scope and spirit of contemplated usage and proportionate to the Fees payable (“Reasonable Use Policy”); any disproportionate or excessive use which breaches the Reasonable Use Policy, may require one or more of the following actions by Smartkarma: modify the terms of service; adjust Fees payable; and/or remove access to Desk Access Services.