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Terms and Conditions

Last updated: Feb 26, 2018

Introduction

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Subscription Service and related services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer’s express acceptance of these Terms and Conditions before providing any such services to the Customer.

The Platform will allow you to connect your Chatbots to any of the following third parties (Chat Channels). Your use of the Services is also governed by and subject to these third-party terms and policies;

  • the Facebook Platform Policies (located at https://developers.facebook.com/policy) and Facebook Commerce Product Merchant Agreement (currently located here: https://www.facebook.com/legal/commerce_product_merchant_agreement);

  • the Telegram API terms of use (currently located here: https://core.telegram.org/api/terms);

  • the Twitter terms of service (currently located here: https://twitter.com/en/tos);

  • the Slack terms of service (currently located here: https://slack.com/terms-of-service);

which are hereby incorporated by reference and are a part of these Terms. You are solely responsible and liable for complying to those policies and terms.

1. Definitions

1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:

Account” means a dedicated environment within the Subscription Service that holds all Customer Data and execute all Customer functions, such as the Chatbots.

Account Settings” means the online section within the Subscription Service where all Account specific settings and information can be found and maintained, such as Users, Invoices, Orders and Configuration;

Additional Services” are Services (e.g. Consulting Services) ordered separately from the Subscription Service using an additional Services Order Form, Statement of Work or otherwise explicitly agreed in writing;

Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;

Agreement” means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

Botsquad Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that Provider incorporates into the Subscription Service or Consulting Services, including Enrichment Data;

Business Day” means any weekday other than a bank or public holiday in the Netherlands;

Business Hours” means the hours of 09:00 to 17:00 CET on a Business Day;

Chat Session” means an uninterrupted succession of chat interaction between a Chatbot or a User of the Subscription Services and an End User, which is only counted as a Chat Session once the End User submitted a message or reply. A Chat Session will expire automatically after 8 hours, or earlier after 1 hour of idleness.

Chat Channel” means a publicly available (mostly third party) channel where people can communicate with each other using the concept of Chat, or Messaging, like Facebook Messenger, Telegram, Twitter, etc.

Consulting Fees” means the amount you pay for Consulting Services; calculated by multiplying the lowest of hourly rate as specified on the Pricing Page, or otherwise agreed in the Services Order Form by the time spent by the Provider’s personnel performing the Consulting Services, rounded up by the Provider to the nearest quarter hour.

Consulting Services” means the professional services provided to you by us, which may include additional support services, training services, installation, integration or other consulting services.

Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);

Customer” means the person or entity identified as such in Section 1 of the Services Order Form;

Customer Confidential Information” means:

(a) any information disclosed by or on behalf of the Customer to the Provider during the Subscription Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure: ​ (i) was marked or described as “confidential”; or ​ (ii) should have been reasonably understood by the Provider to be confidential; and

(b) the Customer Data;

Chatbot” means a conversational application, defined by one or more scripts, developed, uploaded to or stored on the Platform by or on behalf of the Customer with the purpose to offer automated chat services to End Users;

Chat User”, “Contact” or “End User” means any person or application that is engaging with a Chatbot hosted in the Subscription Service through any of the supported channels.

Charges” means the following amounts:

(a) the Subscription Fee (including the Support Services Fee);

(b) such amounts as may be agreed in writing by the parties from time to time; and

(c) the Consulting Fees.

Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Subscription Service by the Customer;

Customer Indemnity Event” has the meaning given to it in Clause 17.1;

Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, including the Personal Data of Users and End Users, of which Customer bears the sole responsibility as “Controller” in the meaning of the General Data Protection Regulation (GDPR);

Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

Documentation” means the documentation for the Subscription Service produced by the Provider and delivered or made available by the Provider to the Customer;

Effective Date” means either the latest of the following dates:

(a) The date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by the Provider on the Provider’s website, the date upon which the Provider sends to the Customer an order confirmation;

(b) The date at which Customer received the payment for the Subscription Fees in whole, as agreed in the Services Order Form or otherwise as came into effect after renewal;

OR

(c) The Effective Date as explicitly specified in the Services Order Form.

End User”, see Chat User.

Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

Free Services” means the Subscription Service or other products or features made available by Provider to Customer on an unpaid trial or free basis for limited period.

Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

Minimum Subscription Term” means, in respect of the Agreement, a period of 12 months or as otherwise explicitly defined in the Services Order Form;

Monthly Support Hours” means the total maximum amount of hours that are ordered in the Services Order Form;

Personal Data” has the meaning given to it in the General Data Protection Regulation (Regulation (EU) 2016/679);

Platform” means the platform managed by the Provider and used by the Provider to provide the Subscription Service;

Pricing Page” means the latest Botsquad Pricing Sheet, which will change from time to time. Feel free to ask us for the latest version by e-mail at any time;

Provider” means Bwisc B.V., doing business as Botsquad, a company incorporated in the Netherlands, registered at the chamber of commerce of Amsterdam under number 69907366, having its registered office at Barbera Strozzilaan 101, 1083HN in Amsterdam;

Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

Services Order Form” or “Order“** **means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, to subscribe to the Subscription Service and purchase Support or Consulting Services, in each case incorporating these Terms and Conditions by reference;

Sensitive Information” means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’;

Subscription Billing Period” means the period for which Customer agrees to prepay fees under a Services Order Form, which will be the same as or shorter than the Minimum Subscription Term. For example, if Customer subscribes to the Subscription Service for a one (1) year Minimum Subscription Term, with a twelve (12) month upfront payment, the Subscription Billing Period will be twelve (12) months;

Subscription Fees” means the amount the Customer needs to pay for the Subscription Service, added by the amount the Customer needs to pay for the Support Services, at prices as Agreed in the Services Order Form or otherwise came into effect after renewal.

Subscription Service” means all of web-based applications, tools and platforms that Customer has subscribed to by a Services Order Form or that Provider otherwise makes available to Customer, and are developed, operated, and maintained by Provider, accessible via https://www.botsquad.com (or https://bsqd.me or https://botsqd.com), or another designated URL, and any ancillary products and services, including website hosting, that Provider provides to you;

Subscription Service Specification” means the specification for the Platform and Subscription Service set out in Section 2 of the Services Order Form;

Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Subscription Service, but shall not include the provision of training services;

Supported Web Browser” means the most current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;

Subscription Term” means the initial term of your subscription to the applicable Subscription Service, commencing in accordance with Clause 2.1, and each subsequent renewal (according clause 2.2), ending in accordance with Clause 20;

Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

User” means a person representing Customer and will have one of the following roles in the Platform:

(a) Guest, can view chat sessions

(b) Operator, can do everything above, plus to respond to Chat Messages and manage Chat Sessions;

(c) Developer, can do everything above, plus develop and publish Chatbots;

(d) Administrator, can do everything above, plus manage the Account settings except doing purchases using the Online Order Form (“Account Administrator”)

(e) Owner, can do everything above, plus perform (in-app) purchases using the Online Order Form (“Account Owner”);

2. Subscription Term

2.1 The Agreement shall come into force upon the Effective Date for the Minimum Subscription Term.

2.2 Unless it is terminated according to Clause 20 and unless Customer is using the Free Services, the Agreement shall time and again tacitly be renewed for the Minimum Subscription Term.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.

3. Ordering Services

3.1 Customer can order the Subscription Service and Support Services only using a Services Order Form

3.2 As part of the Order, the Customer must provide the email address of the person with the authority to govern the Agreement through the Account of the Customer, this will become the User with the role of Account Owner, see clause 4.1.

3.3 If Customer orders a free trial (Free Services), Provider will make the applicable Subscription Service available on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of the Customer’s paid subscription. Unless Customer purchases a subscription to the applicable Subscription Service before the end of the free trial, all of Customer’s data in the Subscription Service may be permanently deleted at the end of the trial, and Provider will not recover it. If Provider includes additional terms and conditions on the trial registration web page, those will apply as well.

3.4 Within a Subscription Term, Additional Services can be ordered at any time using a Services Order Form.

3.5 Within a Subscription Term, the Subscription Service and Support Services can be upgraded at any time using a Services Order Form.

4. Subscription Service

4.1 The Platform will automatically generate an Account for the Customer on the Effective Date, together with a User login for the email address provided in the Services Order Form of the person representing the Account Owner.

4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Subscription Service by means of a Supported Web Browser in accordance with the Documentation during the Subscription Term.

4.3 The Account Administrator and Account Owner can use the Account Settings to add, remove or modify Users within the limits of the Subscription Service Specification as defined in the Services Order Form.

4.4 The Account Owner can assign Owner rights to any of the Users of the Account. Customer acknowledges and accepts that these Users can submit Services Order Forms that may have binding financial consequences.

4.5 The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

(a) the Subscription Service may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

(b) the Subscription Service may only be used by the named users identified in the Services Order Form, providing that the Customer may change, add or remove a designated named user using the Platform;

(c) the Subscription Service must not be used at any point in time by more than the number of concurrent users specified in the Services Order Form.

(d) the Subscription Service may allow for a maximum amount of Chat Sessions per month as specified in the Services Order Form. Customer can monitor the amount of Chat Sessions in Account Settings.

(e) the Subscription Service may allow for a maximum amount of Chatbots as specified in the Services Order Form. Customer can monitor the amount of Chatbots in Account Settings.

(f) the Subscription Service may allow for a maximum amount of Users as specified in the Services Order Form. Customer can monitor the amount of Users in Account Settings.

(g) the Subscription Service allows for maximum Storage Traffic of 100 GB for paid subscriptions and 10 GB per free subscription per month unless otherwise agreed in the Services Order Form.

When Customer exceeds (c), (d), (e), (f) and/or (g), Customer needs to upgrade and/or submit another Order Form, ordering the desired Subscription Service tier.

When Customer continues to exceed the agreed limitations without upgrading, Provider reserves the right to throttle down or actively limit any further excessions to the agreed maximum thresholds at Providers own discretion.

4.6 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:

(a) the Customer must not sub-license its right to access and use the Subscription Service;

(b) the Customer must not permit any unauthorised person to access or use the Subscription Service;

(c) the Customer must not use the Subscription Service to provide services to third parties, other then through the Chatbots created in and published through the Subscription Service;

4.7 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Subscription Service.

4.8 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all Users within the Account comply with Schedule 1 (Acceptable Use Policy).

4.9 The Customer must not use the Subscription Service in any way that causes, or may cause, damage to the Subscription Service or Platform or impairment of the availability or accessibility of the Subscription Service.

4.10 The Customer must not use the Subscription Service:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Subscription Term. This does not include the Chatbots stored within the Account and written by or on behalf of the Customer.

4.12 The Provider may suspend the provision of the Subscription Service if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Subscription Service on this basis.

4.13 Provider will perform reasonable endeavours to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

4.14 Provider will modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve the Customer’s experience.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Subscription Term in accordance with Schedule 2 (Support SLA).

5.2 The Provider shall provide the Support Services with reasonable skill and care.

5.3 All time spent by Provider delivering Support Services is tracked by Provider, of which Providers sole administration is binding evidence for governing this Agreement.

5.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

5.5 The Monthly Support Hours will expire every month and are not reimbursable in any way since they represent an availability of Providers resources, whether used or not.

6. Consulting Services

6.1 The Provider shall provide the Consulting Services to the Customer during the Subscription Term.

6.2 Consulting Services can be ordered by Customer using a Services Order Form or otherwise by email, or as a result of requests made by Customer regarding Article 14.

6.3 The Provider shall provide the Consulting Services with reasonable skill and care.

6.4 All time spent by Provider delivering Consulting Services is tracked by Provider, of which Providers sole administration is binding evidence for invoicing and governing this Agreement.

6.5 If Customer requests Provider to write Chatbot scripts (e.g. in the Code section of the Platform) or other code (e.g. in the Design section of the Platform) as part of the Consulting Services, these efforts will always be at best effort and under the sole responsibility of the Customer.

6.6 Unless otherwise agreed Consulting Services shall be provided remotely, save to the extent that the parties agree otherwise in writing

6.7 Expenses for travel, stay or otherwise that need to be incurred by Provider will be charged to Customer but only after written approval by Customer, or otherwise agreed in the Services Order Form.

6.8 The Provider may suspend the provision of the Consulting Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days’ written notice, following the amount becoming overdue, of its intention to suspend the Consulting Services on this basis.

6.9 If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”).

6.10 If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”).

6.11 If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase.

6.12 If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to Provider or to perform Customer’s obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period.

6.13 If the Consulting Services provided are not complete at the end of the Delivery Period due to Provider failure to make the necessary resources available to Customer or to perform Provider’s obligations, the Delivery Period will be extended to allow Provider to complete such Consulting Services.

7. Customer obligations

7.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

(a) co-operation, support and advice;

(b) information and documentation; and

(c) governmental, legal and regulatory licences, consents and permits,

as are reasonably necessary to enable the Provider to perform its obligations under the Agreement.

7.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer’s computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under the Agreement.

8. Customer Data

8.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement, subject always to any express restrictions elsewhere in the Agreement.

8.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

8.3 The Provider shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Subscription Service to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

8.4 Within the period of 5 Business Days following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 8.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration. Work performed by Provider to accomodate this Clause 8.4 will be charged.

8.5 If Customer is using Free Services, all the Chatbots created by Customer through the Services will automatically include an attribution to the Subscription Service for which Customer hereby grants Provider a nonexclusive license, as well as for including these Chatbots in Providers marketing materials (such as on Botsquad.com).

8.6 All attachments (images, video’s and other files) uploaded from one of the supported chat channels to or in a Chatbot will be transferred to and stored in a public internet storage facility, such as AWS, using a randomly generated file name of more than 10 characters (see Schedule 3 for more details). Customer acknowledges and accepts the fact that this means that anyone with a URL to this specific file will have automatically access to download and view the contents of this file.

9. Publicity

9.1 Customer grants Provider the right to add Customer’s name and company logo to Provider’s customer list and website.

10. No assignment of Intellectual Property Rights

10.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

11. Charges

11.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

11.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

11.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days’ written notice of the variation.

11.4 If the Customer adds Support Services or upgrades the Subscription Service tier during the Subscription Term, the fees for these additions will be pro-rated and they will renew along with the subscription, unless otherwise indicated on the Services Order Form

11.5 If renewal pricing is not included in your Services Order Form, then the standard pricing available on the Pricing Page of Provider’s website on the date of renewal will apply.

11.6 Customer may not downgrade the Subscription and in order to avoid additional charges, Customer should purchase the appropriate tier of Subscription Service for Customer’s anticipated needs, except at the start of Customer’s next renewal Subscription Term, as specified in this section.

12. Payments

12.1 The Provider shall issue invoices for the Charges to the Customer electronically:

(a) for the Subscription Service and Support Services before or at start of the Subscription Billing Term and any subsequent Subscription Billing Term during the Subscription Term

(b) for Additional Services once per month, directly following the month in which the Additional Services were delivered.

12.2 The Customer must pay the Charges to the Provider within the period of 30 days following the issue of an invoice in accordance with this Clause 12, but ultimately before the start of the Subscription Billing Period, in case of the Subscription Service and Support Services fees defined in section 4 of the Services Order Form.

12.3 The Customer must pay the Charges by online payment options offered by Provider as part of the Subscription Service or bank transfer (using such payment details as are notified by the Provider to the Customer from time to time).

12.4 If payment is not made within the specified period, the other party is legally in default and as from the invoice date a compound interest of 2% per (part of a) month is due on the (still) outstanding amount.

12.5 All judicial and extrajudicial costs to be incurred shall be borne by the other party. The judicial costs also include all actual costs incurred in legal and procedural assistance during legal proceedings, which exceed the liquidation rate of our legal assistance provider. The extrajudicial collection costs amount to at least 15% of the amount due by the other party, including the aforementioned interest, with a minimum of € 250.

12.6 Provider does not provide refunds if the Customer decides to stop using the subscription during the Subscription Subscription Term.

13. Provider’s confidentiality obligations

13.1 The Provider must:

(a) keep the Customer Confidential Information strictly confidential;

(b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent;

(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Customer Confidential Information

13.2 Notwithstanding Clause 13.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

13.3 This Clause 13 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

(a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the Provider; or

(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.

13.4 The restrictions in this Clause 13 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognized stock exchange.

13.5 The provisions of this Clause 13 shall continue in force for a period of 2 years following the termination of the Agreement, at the end of which period they will cease to have effect.

14. Data protection

14.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data, whereas Customer acts as “Controller” and Provider acts as “Processor” within the meaning of the General Data Protection Regulation (GDPR). Within this context, Customer bears ultimate responsibility towards third parties and End Users, such as the obligation to inform involved parties and give them access to their personal data for inspection, correction and deletion, as well as providing a privacy policy and acting upon it as part of the Chatbots they develop and host using the Subscription Service.

14.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

14.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of data subjects falling within the categories specified in Part 1 of Schedule 3 (Data processing information) and of the types specified in Part 2 of Schedule 3 (Data processing information); and the Provider shall only process the Customer Personal Data for the purposes specified in Part 3 of Schedule 3 (Data processing information).

14.4 The Provider shall only process the Customer Personal Data during the Subscription Term and for not more than 30 days following the end of the Subscription Term, subject to the other provisions of this Clause 14.

14.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to any place outside the European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

14.6 Notwithstanding any other provision of these Terms and Conditions, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.

14.7 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

14.8 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Part 4 of Schedule 3 (Data processing information).

14.9 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. The Provider is hereby authorised by the Customer, as at the Effective Date, to engage those third parties identified in, or falling within the processor categories specified in, Part 5 of Schedule 3 (Data processing information) to process the Customer Personal Data. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days’ written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 14.

14.10 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer’s obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.

14.11 The Provider shall assist the Customer on request in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws.

14.12 The Provider shall make available at request of the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 14 and the Data Protection Laws.

14.13 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

14.14 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider’s processing of Customer Personal Data with the Data Protection Laws and this Clause 14.

14.15 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under these Terms and Conditions, then the parties shall use their best endeavours promptly to agree such variations to these Terms and Conditions as may be necessary to remedy such non-compliance.

14.16 Customer acknowledges that Chat Messages provided by Chatbots to Users and End Users and/or Chat Messages that are submitted by Users and End Users using the Platform and/or Chat Channels might contain Personal Data or even Sensitive Information. Customer acknowledges and agrees Provider cannot take any responsibility for any of such data and or the consequences thereof and indemnifies Provider for any claims or damage caused out of any Chat Messages or actions of Chatbots, Users or End Users.

14.17 Customer agrees not to use the Subscription Service to collect, manage or process Sensitive Information. Provider will not have any liability that may result from use of the Subscription Service to collect or manage Sensitive Information.

14.18 Provider will ensure an appropriate level of security considering the risks involved in processing the data to be protected and the nature thereof. This will nevertheless only apply if and insofar as such data are located within the Provider infrastructure. When Customer chooses to expose its chatbots using the Connect feature of the Platform to one or more of the supported Chat Channels (third party services), like Facebook Messenger, Telegram or Twitter, the chatbot will act outside of Providers infrastructure and Provider is therefore no longer responsible assuring the security of the data collected and controlled by this chatbot.

14.19 Any work performed by Provider pursuant to Clauses 14.10, 14.11, 14.12, 14.13 and 14.14 will be treated as Consulting Services as per Article 6 (Consulting Services) and will be charged as such.

15. Warranties

15.1 PROVIDER AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, BOTSQUAD CONTENT, THE SUPPORT SERVICES OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, BOTSQUAS CONTENT, SUPPORT SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. PROVIDER DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE, THE SUPPORT SERVICES AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

15.2 If the Provider reasonably determines, or any third party alleges, that the use of the Subscription Service by the Customer in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, the Provider will request the Customer to remove the cause of infringement immediately and may suspend the provision of the Subscription Service when Customer does not comply within reasonable Terms, notwithstanding the fact that this remains the sole responsibility and liability of the Customer, for which he indemnifies the Provider against all parties

15.3 The Customer guarantees the exclusive responsibility for all Content, in any manner, through the Services, as well as to possess all rights necessary to represent it in the way it is done. Customer will keep all registration information accurate and current and is responsible for all activity in connection with the Services.

15.4 Further, Customer guarantees that all it’s interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other Terms, conditions, warranties or representations associated with such dealings, are solely between Customer and such organizations and/or individuals. Customer shall make whatever investigation are necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Provider shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

15.5 Customer guarantees that in the case of a dispute between users of it’s site, or between users and any third party, Provider is under no obligation to become involved. In the event that Customer has a dispute with one or more other users, Provider, its officers, employees, agents, and successors will be indemnified against claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.

15.6 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

15.7 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

16. Acknowledgements and warranty limitations

16.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Subscription Service will be wholly free from defects, errors and bugs.

16.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Subscription Service will be entirely secure.

16.3 The Customer acknowledges that the Subscription Service contain links or connections to third party websites or services that are not owned or controlled by Provider. When the Customer accesses third party websites or use third party services, the Customer accepts that there are risks in doing so, and that Provider is not responsible for such risks. Provider encourages the Customer to be aware when leaving the Subscription Service and to read the Terms and conditions and privacy policy of each third party website or service that the Customer visit or utilize; and the Provider does not warrant or represent that the Subscription Service will be compatible with any other software or systems.

16.4 The Customer acknowledges that any information or content privately transmitted through the Services, and any chatbots created using the Services, or anything of this publicly posted, is the sole responsibility of the Customer. The Provider is not liable for any errors or omissions in that information or content or for any damages or loss that might be suffered in connection with it.

16.5 The Customer acknowledges that the Provider cannot control and has no duty to act upon and intervene in the Content or it’s interpretation or in whatever actions the Customer or third parties may of must take as a result of having been exposed to the Content and indemnifies the Provider for any liability concerning this Content or the absence thereof through the Services. The Customer also acknowledges that the Provider cannot guarantee the identity of any users with whom the Customer interacts in using the Services, and that the Provider is not responsible for any users access to and through the Services.

16.6 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Subscription Service; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Subscription Service or the use of the Subscription Service by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

16.7 The Customer acknowledges that the Provider has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that the Customer interact with through the Subscription Service. In addition, Provider will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Subscription Service, the Customer releases and holds Provider harmless from any and all liability arising from the Customer’s use of any third party website or service.

17. Indemnities

17.1 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of these Terms and Conditions (a “Customer Indemnity Event”).

17.2 The Provider must:

(a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer;

(b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event;

(c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Customer Indemnity Event; and

(d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer,

without prejudice to the Customer’s obligations under Clause 17.1.

17.3 The indemnity protection set out in this Clause 17 shall be subject to the limitations and exclusions of liability set out in the Agreement.

18. Limitations and exclusions of liability

18.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

18.2 The limitations and exclusions of liability set out in this Clause 18 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 18.1; and

(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

18.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

18.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

18.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

18.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.

18.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

18.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software.

18.9 The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

18.10 The liability of the Provider to the Customer under the Agreement in respect of any event or series of related events shall not exceed the greater of:

(a) € 1.000; and

(b) the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.

18.11 The aggregate liability of the Provider to the Customer under the Agreement shall not exceed the greater of:

(a) € 5.000; and

(b) the total amount paid and payable by the Customer to the Provider under the Agreement in the 24 month period preceding the commencement of the event or events.

19. Force Majeure Event

19.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

19.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

19.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

20. Termination

20.1 For the Free Services, the Subscription Term will end automatically after the Minimum Subscription Term, otherwise the Subscription Term will automatically be renewed according to Clause 2.2.

20.2 To prevent renewal of a Subscription, Customer or Provider must give written notice of non-renewal and this written notice must be received no less than 30 days in advance of the end of the Subscription Term

20.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach of the Agreement, and the breach is not remediable;

(b) the other party commits a breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c) the other party persistently breaches the Agreement.

20.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if: (a) the other party: ​ (i) is dissolved; ​ (ii) ceases to conduct all (or substantially all) of its business; ​ (iii) is or becomes unable to pay its debts as they fall due; ​ (iv) is or becomes insolvent or is declared insolvent; or ​ (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) if that other party is an individual: ​ (i) that other party dies; ​ (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or ​ (iii) that other party is the subject of a bankruptcy petition or order.

20.4 The Provider may terminate the Agreement immediately by giving written notice to the Customer if: (a) any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) the Provider has given to the Customer at least 30 days’ written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 20.4.

In such events and in the occasion that the Customer is liable for the premature termination of the Agreement, the Customer remains liable for the payment of all the charges due if the Agreement would not have been terminated as an effect of this clause.

21. Effects of termination

21.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express Terms or otherwise indefinitely): Clauses 1, 4.11, 9, 12.2, 12.4, 12.5, 12.6, 13, 14, 17, 18, 21, 24, 25, 26, 27, 28.1, 28.2, 29, 30 and 31.

21.2 Except to the extent that these Terms and Conditions expressly provides otherwise, the termination of the Agreement shall not affect the accrued rights of either party.

21.3 Within 30 days following the termination of the Agreement for any reason:

(a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement; and

(b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement, without prejudice to the parties’ other legal rights.

22. Notices

22.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 5 of the Services Order Form and Clause 22.2):

(a) delivered by courier, in which case the notice shall be deemed to be received upon delivery; or

(b) sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

22.2 The Provider’s contact details for notices under this Clause 22 are as follows: Botsquad Barbara Strozzilaan 101 1083HN Amsterdam

22.3 The addressee and contact details set out in Section 5 of the Services Order Form and Clause 22.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 22.

23. Subcontracting

23.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement.

23.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.

23.3 Notwithstanding the provisions of this Clause 23 but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

24. Assignment

24.1 The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider’s contractual rights and obligations under these Terms and Conditions, providing that the Provider may assign the entirety of its rights and obligations under these Terms and Conditions to any Affiliate of the Provider or to any successor to all or a substantial part of the business of the Provider

24.2 The Customer must not assign, transfer or otherwise deal with the Customer’s contractual rights and/or obligations under these Terms and Conditions without the prior written consent of the Provider.

25. No waivers

25.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

25.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

26. Severability

26.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

26.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

27. Third party rights

27.1 The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

27.2 The exercise of the parties’ rights under the Agreement is not subject to the consent of any third party.

28. Variation

28.1 The Agreement may not be varied except in accordance with this Clause 28.

28.2 The Agreement may be varied by means of a written document signed by or on behalf of each party.

28.3 In order to improve the Services, Provider may vary the Agreement at any time, providing that if the Provider gives to the Customer notice of the variation under this Clause 28.3, the Customer shall have the right to reject the variation, which will cause the Agreement to not automatically renew as per Clause 20.2, but terminate at the end of the Subscription Term.

29. Entire agreement

29.1 The Services Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

29.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

29.3 The provisions of this Clause 29 are subject to Clause 18.1.

#30. Law and jurisdiction

30.1 These Terms and Conditions shall be governed by and construed in accordance with Dutch Law, for which the parties also opt if international civil law declares other law applicable, in case of any dispute

30.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Utrecht, the Netherlands. The parties opt for this forum also if international civil law points to another forum, in case of any dispute.

31. Interpretation

31.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

31.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

31.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

31.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 (Acceptable Use Policy)

1. Introduction

1.1 This acceptable use policy (the “Policy”) sets out the rules governing:

(a) the use of the website at https://botsquad.com, https://studio.botsqd.com and https://bsqd.me, any successor website, and the services available on that website or any successor website (the “Services”); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content”).

1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to Provider (and “we” and “our” should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the Terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) be in contempt of any court, or in breach of any court order;

(h) constitute a breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) constitute a breach of official secrets legislation; or

(k) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children over 12 years of age.

4.2 Content must not depict violence.

4.3 Content must not be pornographic or sexually explicit.

5. Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6. Negligent advice

6.1 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7. Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.

7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

7.7 You must ensure that Content does not duplicate other content available through the Services.

7.8 You must ensure that Content is appropriately categorised.

7.9 You should use appropriate and informative titles for all Content.

7.10 You must at all times be courteous and polite to other users of the Services.

8. Marketing and spam

8.1 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.2 You must not send any spam to any person using any email address or other contact details made available through the Services or that you find using the Services.

8.3 You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, “get rich quick” schemes or similar letters, schemes or programs.

9. Gambling

9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

10. Monitoring

10.1 You acknowledge that we may actively monitor the Content and the use of the Services.

11. Data mining

11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

13. Harmful software

13.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

14. Additional Restrictions

14.1 You represent, warrant, and agree that you will not contribute any Content or User Submission or otherwise create any Chatbots or use the Services in a manner that:

(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Botsquad);

(b) Violates any law or regulation, including any applicable export control laws;

(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d) Jeopardizes the security of your Account or anyone else’s (such as allowing someone else to log in to the Services as you);

(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;

(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;

(g) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

(i) Copies or stores any significant portion of the Content;

(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

Schedule 2 (Support SLA)

1. Introduction

1.1 This Schedule sets out the service levels applicable to the purchased Support Services.

2. Helpdesk

2.1 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Schedule.

2.2 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

2.3 The Provider shall ensure that the helpdesk is accessible by email and using the Provider’s web-based ticketing system.

2.4 The Provider shall ensure that the helpdesk is operational and adequately staffed during Business Hours during the Subscription Term.

2.5 The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

3. Response and resolution

3.1 Issues raised through the Support Services shall be categorised as:

(a) critical: the Subscription Service are inoperable or a core function of the Subscription Service is unavailable;

(b) non-critical: everything else.

3.2 The Provider shall determine, acting reasonably, into which severity category an issue falls.

3.3 The Provider shall use reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:

(a) critical: 4 Business Hours;

(b) non-critical: As soon as reasonably possible for Provider;

3.4 The Provider shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and if possible an anticipated timetable for action in relation to the request.

3.5 The Provider shall use reasonable endeavours to assess or resolve issues raised through the Support Services or create a workaround, and in any case in accordance with the following time periods:

(a) critical: 1 Business Day;

(b) non-critical: As soon as reasonably possible for Provider;

4. Provision of Support Services

4.1 The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.

5. Limitations on Support Services

5.1 If the total hours spent by the personnel of the Provider performing the Support Services during any calendar month exceed the Monthly Support Hours or outstanding invoices for which the payment term has expired then:

(a) the Provider will cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and

(b) the Provider may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to Consulting Fees.

5.2 The Provider shall have no obligation to provide Support Services in respect of any issue caused by:

(a) the improper use of the Subscription Service by the Customer; or

(b) any alteration to the Subscription Service made without the prior consent of the Provider; or

(c) any issue with any Chatbot Script, CSS and/or JavaScript code, which are part of Customer Data.

Schedule 3 (Data processing information)

1. Categories of data subject

Category Description
End Users (or Chat User) The users of the Chatbots that Customer hosts using the Platform. In other words, the target audience of the Chatbots, like customers of Customer.
Users These are employees, contractors and/or representatives of the Customer using the Platform Studio to build, host, monitor, maintain and operate Chatbots.

2. Types of Personal Data

The following types of Personal Data are considered “**User Specific Data” **and holds data of the User:

Data Subject Category Personal Data Type Description
Users User Access Data Email and Password that allows the User access to the secure parts of the Subscription Service (Platform Studio)
Users & Chat Users User Identity & Profile Data The firstname, lastname, email address and profile information which might be retrieved from any of the connected Third Party providers like Facebook, such as the profile picture of the User.
Users & Chat Users Third Party access tokens Users can decide to connect Chatbots and Chat Sessions to third parties using OAuth, an open standard for access delegation, commonly used as a way for Internet users to grant websites or applications access to their information on other websites but without giving them the passwords. This mechanism is used by companies such as Amazon, Google, Facebook, Microsoft and Twitter to permit the users to share information about their accounts with third party applications or websites.
Users & Chat Users Chat Channel information Information that is sent by a Chat Channel which User decides to connect to that will be made available to this Chat Channel on instigation of the User, like IP address, browser version, screen resolution, locality and timezone.

The following types of information contains all User and End User submissions using the Chatbots (“Chat Data”). Chat Data might contain Personal Data if the Customer, User and/or End User decides to use it for this purpose. This is outside of providers area of control.

Data Subject Category Type Description
Users & Chat Users Chat Messages Chat Messages are submissions of Chatbots, Users and End Users using one of the supported Chat Channels and/or the Platform.
Users & Chat Users Chat Media Chat Media is any video, image or audio submission or any other file sent as part of a Chat Message into or from the Platform.

3. Purposes of processing

3.1 Purpose of processing for Users (using the Platform Studio)

Data Subject Category Type Description
Users User Access Data To allow access to the Platform Studio
Users User Identity Data To allow Users to see which other Users within the same Subscription Service are online and on which Chat Sessions they are working, and to allow for basic workflow.
Users Third Party access tokens and profile information To connect to third party web services and Chat Channels.
Users Chat Channel information To allow the Platform to customize the service to the User

3.2 Purpose of processing for End Users of the Chatbots (Chat Users)

Data Subject Category Type Description
End Users User Identity Data To allow Chatbots to service their End Users. E.g., a Chatbot might need to ask the name of an End User in order to have a smooth Chat conversation, like “Hi xyz, how are you doing?”.
End Users Third Party access tokens and profile information To allow End Users to connect to third party services they have an account with. For instance to connect the CalendarBot to their Google Calendar in order for the CalandarBot to know when the End User is free or busy.
End Users Chat Channel information To allow the Chatbots to use data that is available in the connected Chat Channels, like Facebook, such as timezone or locality information so the Chatbot can offer a tailored service to the End User.

4. Security measures for Personal Data

Data transfers between the web client interface of the Platform and the Platform will be encrypted with TLS using RSA 2048bit encryption and SHA256 signature algorithm.

Connection of Chatbots with other Chat Channels will occur using the Developer API’s offered by those channels, such as Facebook, Twitter, Telegram, etc. The User and/or End User will need to explicitly authenticate against these channels and explicitly grant access using OAuth, an open standard for access delegation, commonly used as a way for Internet users to grant websites or applications access to their information on other websites but without giving them the passwords. This mechanism is used by companies such as Amazon, Google, Facebook, Microsoft and Twitter to permit the users to share information about their accounts with third party applications or websites (“Authentication Providers”).

Chat Media is stored as publicly downloadable files with a random name which anybody with the URL of this file can access. The file name will be long enough for it to be virtually impossible to guess.

Users and End Users can always choose to use the Platform to send Chat Messages and Chat Media containing Personal Data or even Sensitive Information. Provider is by no means able to recognise and/or prevent such Personal Data being submitted. Provider acts purely as a Processor in these cases and Customer as Controller.

5. Sub-processors of Personal Data

Personal Data Types Used Providers Processing Purpose
All data generated and collected by the Subscription Service Hosting Providers (exclusively located in the European Union) that are bound to the same General Data Protection Regulations, like Amazon AWS S3. To be able to use, host, build, maintain and operate the Chatbots
All data generated and collected over one of the supported Chat Channels by the Subscription Service Like Facebook Messenger, Twitter, Slack and Telegram To offer automated chat services over existing messaging channels. (the interface over which the Chatbots will be exposed)
Third Party access tokens and profile information OAuth supporting Authentiction Providers (like Google, Facebook, Linkedin, Microsoft, etc) To allow Users and End Users to authenticate to a Chatbot using one of the supported Authentication Providers and to fetch corresponding profile information from these channels.