Get the weekly research letter
Companies change their terms quietly. We read every version and catch what actually changed. One email a week on the changes that matter and what they mean. No account.
The total aggregate liability of either party under the agreement is capped at the amounts paid or payable by the customer for services in the 12 months preceding the claim, except for claims categorized as Excluded Claims.
This analysis describes what Zendesk's agreement states, permits, or reserves. It does not constitute a legal determination about enforceability. Regulatory applicability and practical outcomes may vary by jurisdiction, enforcement context, and individual circumstances. Read our methodology
This provision establishes a financial ceiling on liability claims under the agreement. The Excluded Claims definition carves out several categories, including payment obligations, indemnification obligations, intellectual property misappropriation, and liability that cannot be excluded by law, which means claims in those categories are not subject to the cap.
Under this clause, claims against Zendesk arising from the agreement are capped at 12 months of fees paid, except for Excluded Claims which include intellectual property infringement, indemnification obligations, confidentiality breaches, customer payment obligations, and liability that cannot be excluded by applicable law.
Cross-platform context
See how other platforms handle Limitation of Liability Cap and similar clauses.
Compare across platforms →Monitoring
Zendesk has changed this document before.
Receive same-day alerts, structured change summaries, and monitoring for up to 25 platforms.
"EXCEPT FOR EXCLUDED CLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL IN NO EVENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12-MONTH PERIOD PRECEDING THE INITIAL CLAIM GIVING RISE TO LIABILITY.Excerpt from Zendesk's Terms of Service
(1) REGULATORY LANDSCAPE: Limitation of liability clauses are subject to applicable contract law, and their enforceability varies by jurisdiction. In the EU, certain limitations on liability for gross negligence, fraud, or personal injury may be unenforceable under applicable law. The agreement acknowledges this by including liability that cannot be limited or excluded by law in the Excluded Claims definition. (2) GOVERNANCE EXPOSURE: Medium. The 12-month fee cap may be disproportionately low relative to the value of data or business operations supported by the Services, particularly for large enterprise customers. The mutual nature of the cap means Zendesk's liability exposure is also limited, which may affect recovery options in the event of significant service failures or data incidents. (3) JURISDICTION FLAGS: EU member states may limit enforceability of liability caps for certain types of harm, including data protection violations under GDPR, where supervisory authorities and data subjects retain independent enforcement rights not dependent on contractual liability frameworks. UK courts have also scrutinized liability limitations under the Unfair Contract Terms Act for certain commercial relationships. (4) CONTRACT AND VENDOR IMPLICATIONS: Enterprise customers should assess whether the 12-month fee cap is adequate coverage for their reliance on Zendesk services, particularly for customer data held within Service Data. Cyber insurance programs and vendor risk assessments should account for the contractual liability limitation when calculating net exposure. Negotiating higher liability caps or specific carve-outs for data incidents may be appropriate for large-scale deployments. (5) COMPLIANCE CONSIDERATIONS: Legal teams should assess whether the Excluded Claims carve-outs provide meaningful recovery paths for the most material risk scenarios, particularly data security incidents. The exclusion of breaches relating to Service Data or security incidents from the confidentiality-related Excluded Claims definition may limit recovery for certain data breach scenarios under the confidentiality framework specifically.
Full institutional analysis
Regulatory citations, enforcement risk, and due diligence action items.
Monitor: same-day alerts on the platforms you choose. Analyst: full institutional analysis.
Compliance Governance Intelligence
Need to monitor specific governance provisions?
Compliance includes provision-level monitoring, governance timelines, regulatory mapping, and audit-ready analysis.
Built from archived source documents, structured governance mappings, and historical version tracking.
This provision establishes a financial ceiling on liability claims under the agreement. The Excluded Claims definition carves out several categories, including payment obligations, indemnification obligations, intellectual property misappropriation, and liability that cannot be excluded by law, which means claims in those categories are not subject to the cap.
Under this clause, claims against Zendesk arising from the agreement are capped at 12 months of fees paid, except for Excluded Claims which include intellectual property infringement, indemnification obligations, confidentiality breaches, customer payment obligations, and liability that cannot be excluded by applicable law.
No. ConductAtlas is an independent monitoring service. We are not affiliated with, endorsed by, or sponsored by Zendesk.