Chatpulse Terms of Service (version 2.2.0)
Introduction
By signing or submitting an Order Form or accessing and using the Service provided by Conversational AI Ltd (“Supplier”), you, a person or legal entity, agree to be bound by the Chatpulse Terms of Service (“Agreement”). If you sign or accept an Order Form, or access the Service on behalf of a company or other legal entity, you represent that you have authority to bind such entity to this Agreement. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Service.
For the purposes of this Agreement, any person or legal entity making use of or purchasing the Service (as identified on an Order Form), will be referred to as the Customer or you. The Supplier and the Customer are also referred to as a Party individually and collectively referred to as the Parties.
This Agreement generally governs the Service delivered by the Supplier to the Customer, including the Customer’s access and use of the Platform and the Service.
1. Definitions and Interpretation
1.1. In addition to the words defined above, the following definitions apply in this Agreement:
Aggregated Anonymous Data: data that is collected, derived, extracted or created from the Generated Data following the Customer’s use of the Service for the purpose of benchmarking and average reporting, but which has been anonymised, aggregated and de-identified such that it cannot reasonably be used to identify the Customer or any individual, and which may include statistical analyses, benchmarking data and industry trends.
Agreement: these terms, together with any applicable Order Form(s), any Schedules, or documents expressly incorporated by reference and any amendments from time to time.
Authorised User(s): an individual employee, contractor or other representative of the Customer who is authorised by the Customer to access and use the Platform in accordance with the Agreement.
Billing Period: each period for which Fees are due, which will be monthly, starting on the Effective Date, unless otherwise set out in the Order Form.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Business Hours: 9:00am to 5:00pm on a Business Day observed in the local time zone, which is either Greenwich Mean Time (GMT) or British Summer Time (BST), depending on the time of year.
Confidential Information: any information (irrespective of its format, e.g. hard copy, verbal, digital) which is marked as confidential or which the recipient ought to reasonably have known was confidential. It includes information relating to products, services, operations, processes, formulae, methods, plans, strategy, product information, know-how, design rights, trade secrets, market opportunities, customer lists, commercial relationships or activities.
Connected System: the third party software or services that interoperate, integrate, or are otherwise used in connection with the Platform and Service.
Conversation Participants: an individual who interacts with the Customer’s AI Assistant and whose conversational data is uploaded into the Platform for analysis. Conversation Participants do not have any direct rights to access or use the Platform or Service.
Customer Data: all conversational data, content, or information uploaded by or on behalf of the Customer into the Platform for analysis.
Data Hosting Region: the Customer’s selected geographical data centre where data is stored as set out in the Order Form (if applicable).
Data Protection Laws: all applicable laws and regulations in force in the United Kingdom relating to privacy or the processing of personal data and any relevant guidance or codes of practice relating to the processing of personal data issued by any regulator in the United Kingdom.
Effective Date: the date on which the Customer first accepts this Agreement by executing an Order Form.
Fees: the fees payable by the Customer to the Supplier for the Service, as set out in the applicable Order Form or, where not included on the Order Form, as published or notified by the Supplier from time to time including via the Supplier’s website, email, or other written communication, in respect of the Service requested, added or used by the Customer.
Force Majeure Event: an event beyond a Party’s reasonable control, including natural disasters, epidemics, acts of terrorism, labour disputes (excluding disputes involving a Party’s own workforce), governmental actions, internet or telecommunications failures, or denial of service attacks.
Generated Data: all insights, analytics, reports, metrics, trend analyses, performance indicators, categorisations, scores, recommendations and other outputs generated by the Platform through processing and analysis of Customer Data.
Initial Term: the initial Service Period stated in the applicable Order Form, commencing from the Effective Date.
Intellectual Property: all intellectual property rights of any kind, including patents, utility models, rights to inventions, copyright and neighbouring rights, moral rights, trade marks, service marks, business names and domain names, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of Confidential Information, and all other rights of a similar nature in any part of the world, whether registered or unregistered.
Monthly Volume Commitment: the maximum number of conversations the Customer is permitted to upload into the Platform, as specified in the applicable Order Form.
Order Form: the document authorised by the Supplier and agreed between the parties that sets out the Service, Fees, and other specific terms for the Customer’s subscription.
Payment Due Date: the date on which the payment of Fees under an invoice is due, which is 30 days from the date of the relevant invoice (or other such period agreed in the Order Form).
Personal Data: any information relating to an identified or identifiable natural person, as defined in the Data Protection Laws.
Platform: the Supplier’s cloud-based software application (including the Chatpulse web interface) made available to the Customer on a subscription basis, through which the Customer can access and use the Service, and includes any updates, enhancements or modifications provided by the Supplier from time to time.
Renewal Term: each successive Service Period following the Initial Term, as set out in clause 2.2.
Restrictions: any usage restrictions imposed by the Supplier in respect of the Service and as set out in the Order Form.
Service: the quantitative and qualitative conversational data analysis and insights tool provided by the Supplier to the Customer via the Platform, together with any related Set-up Services and Support.
Service Period: the Initial Term and any Renewal Term, each individually and, where applicable, collectively.
Set-up Services: any applicable set up and implementation carried out by the Supplier.
Support: the Supplier’s support services in relation to the Customer’s use of the Platform.
Technical Data: any data relating to the use of the Service, including server logs and data relating to how the Service performs.
You or Your: the Customer of the Supplier who is party to the Order Form. Where the context requires, Customer, You or Your includes Authorised Users.
1.2. Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression are examples and are not meant to be exhaustive.
1.3. Any reference to writing or written includes e-mail.
1.4. If there is any ambiguity or inconsistency between any of the provisions of this Agreement or any Order Form, the provisions of the Order Form shall prevail over this Agreement to the extent of such ambiguity or inconsistency only.
2. Commencement and Duration
2.1. This Agreement comes into effect on the Effective Date and shall continue in full force and effect for the duration of the Service Period, unless the Agreement is terminated earlier in accordance with clause 12.
2.2. Unless otherwise stated in the Order Form, the Service will start on the Effective Date and continue for the Initial Term stated on the Order Form. Upon expiry of the Initial Term, the Service will automatically renew for the same period, with each additional period being a “Renewal Term”, unless the Agreement is terminated earlier in accordance with clause 12.
2.3. The Supplier will provide any Set-up Services and Support to the Customer from the Effective Date.
3. The Service
3.1. The Supplier grants to the Customer a non-exclusive right to use the Service during the Service Period, subject to any Restrictions as set out in the Order Form.
3.2. Subject to clause 3.4, the Supplier grants to the Customer a non-exclusive, non-transferable right to download the Generated Data during the Service Period and a perpetual, non-exclusive, non-transferable licence to use the Generated Data for its own internal business purposes.
3.3. The Customer acknowledges and agrees that:
3.3.1. it is solely responsible for the accuracy, content, legality, quality and use of the Customer Data;
3.3.2. the Supplier may modify or vary the Service at any time:
3.3.2.1. without notice, where necessary to comply with any change in law or court order or to maintain the security or integrity of the Service (e.g. to patch any security vulnerability); or
3.3.2.2. on giving the Customer reasonable written notice, provided that such modification or variation does not materially impair or reduce the overall functionality of the Service.
3.3.3. the Supplier may suspend the Customer’s access to the Service with immediate effect if:
3.3.3.1. it is required to do so by law;
3.3.3.2. it reasonably believes there is a security or operational risk;
3.3.3.3. the Customer is in breach of this Agreement;
3.3.3.4. any Fees remain unpaid after the Payment Due Date.
3.4. The Service contains features designed to interoperate with Connected Systems. To use such features, the Customer may be required to obtain access to such Connected Systems from their providers, and grant the Supplier access to the Customer’s account(s) on such Connected Systems. If the Customer uses a Connected System with the Service, the Customer grants the Supplier permission to allow the Connected System and its provider to access Customer Data solely as required for the interoperability of that Connected System with the Service. Any acquisition by the Customer of Connected Systems, and any exchange of Customer Data between the Customer and any Connected System provider, product or service, is solely between the Customer and the applicable Connected System provider and subject to the terms between the Customer and the Connected System provider. The Supplier does not warrant or support Connected Systems. The Supplier is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Connected System or its provider.
3.5. The Customer acknowledges and agrees that the Supplier does not have any liability in respect of, and that the Customer assumes sole responsibility for, judgments and conclusions drawn by the Customer from its use of the Service and the Generated Data.
4. Fees and Payment
4.1. Details of Fees for the Service are as set out in the Order Form, or as otherwise used or ordered by the Customer at the then-current rates.
4.2. Unless otherwise stipulated on the Order Form, the Fees for the Service will be invoiced monthly in advance, with the first invoice being issued to the Customer on the Effective Date.
4.3. All invoices are payable by the Customer by the Payment Due Date. Invoices are sent to the Customer by email to the email address provided by the Customer in the Order Form. If this email address changes, the Customer shall inform the Supplier in writing as soon as possible. Payments shall be made by bank transfer to the account details set out in the invoice.
4.4. Fees are calculated on the Customer’s Monthly Volume Commitment. The Monthly Volume Commitment represents the maximum number of conversations that may be uploaded each month and a maximum capacity reservation. Fees are fixed and payable regardless of actual usage and cannot be reduced during any Service Period.
4.5. The Supplier is not obliged to process any conversations submitted in excess of the Monthly Volume Commitment and shall be entitled to restrict, suspend or reject the upload or processing of conversations submitted in excess of the Monthly Volume Commitment.
4.6. The Customer may request to increase its Monthly Volume Commitment during any Service Period by providing the Supplier with 30 days prior written notice. The Supplier is not obliged to accept the request to increase the Monthly Volume Commitment. Any accepted increase shall take effect from the start of the next full Billing Period following such notice and the Customer shall be invoiced in advance for increased Monthly Volume Commitment at the then-current rates.
4.7. The Customer may reduce its Monthly Volume Commitment for the subsequent Renewal Term only by providing the Supplier with not less than 30 days prior written notice, such notice not to expire before the commencement of the subsequent Renewal Term.
4.8. The Supplier may increase its Fees from time to time, provided that it will not increase its Fees during any Service Period. The Supplier shall notify the Customer in writing at least 60 days in advance of the commencement of the subsequent Renewal Term if it intends to increase its Fees for the following Renewal Term. If the Customer does not object, these Fees take effect automatically from the date of the next Renewal Period. If the Customer does not accept the new Fees, it may terminate the Agreement in accordance with clause 12.2.
4.9. Fees are payable in GBP, or the currency otherwise stated in the applicable Order Form, and exclusive of VAT and other applicable taxes, which shall be paid by the Customer at the prevailing rate.
4.10. In the event the Supplier does not receive payment of the Fees in full by the Payment Due Date, the Supplier may suspend the Customer’s access to the Service and Platform and charge interest on any outstanding Fees. Interest shall accrue on a daily basis at the rate of 4% above the Bank of England base rate, commencing on the Payment Due Date and continuing until fully paid, whether before or after judgment. In the event of suspension, the Customer is not relieved of its obligation to pay any Fees in relation to this Agreement, outstanding or otherwise.
4.11. The Customer will not be entitled to require the Supplier to interact with any vendor portals or similar platforms specified or requested by the Customer for any invoice or payment related activities.
5. Intellectual Property Rights
5.1. Each Party and any licensors shall retain all Intellectual Property in any materials, content or other Intellectual Property they provide to the other under this Agreement. In particular, Customer Data remains the Intellectual Property of the Customer and any Intellectual Property in the Service, the Platform, the Aggregated Anonymised Data, the Generated Data and the Technical Data automatically vest in and belong to the Supplier.
5.2. The Supplier grants the Customer a limited, non-transferable, non-sublicensable, non-exclusive royalty-free licence to use the Platform during the Service Period for the Customer’s internal business purposes in accordance with the terms of this Agreement. Except in relation to the Generated Data, the Customer shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform.
5.3. The Customer grants the Supplier a limited, non-transferable, non-sublicensable, non-exclusive, royalty-free licence to access, process and use the Customer Data for the purpose of providing the Service.
5.4. The Customer grants the Supplier a fully revocable, non-transferable, non-exclusive, royalty-free licence to use its name and logo in connection with the promotion of the Supplier. The Customer permits the Supplier to use its name and logo on the Supplier’s website and other forms of marketing and publicity materials including case studies. The Supplier may require the Customer to join reference calls with prospective customers.
5.5. If the Customer provides feedback to the Supplier (including comments, ideas, improvements or suggestions), the Customer assigns all right, title and interest in and to such feedback to the Supplier and the Supplier shall be entitled to use, implement and exploit any such feedback for any purpose without any obligation of confidentiality (except to the extent such feedback comprises the Customer’s Confidential Information), attribution, accounting or compensation.
5.6. The Customer will indemnify and hold harmless the Supplier against all losses, damages, costs and expenses (including reasonable legal fees) incurred by the Supplier arising from any third party claim that the Customer Data, as provided to the Supplier, infringes or misappropriates any third party’s Intellectual Property rights.
5.7. The Supplier will indemnify and hold harmless the Customer against all losses, damages, costs and expenses (including reasonable legal fees) incurred by the Customer arising from any third party claim that the Customer’s use of the Service infringes or misappropriates any third party’s Intellectual Property rights. The Supplier’s indemnity shall not apply to the extent the claim arises from or relates to:
5.7.1. the modification of the Service by anyone other than the Supplier;
5.7.2. the combination or integration of the Service with software, hardware, data, or services not provided by the Supplier, where the infringement would not occur without the combination or integration;
5.7.3. use of the Service not in accordance with this Agreement.
6. Confidentiality
6.1. Each Party undertakes that it shall not disclose any Confidential Information except:
6.1.1. to its employees, contractors, officers, representatives, agents or advisors who need to know such information for the purposes of performing its obligations under this Agreement. Each Party shall ensure those to whom it discloses Confidential Information will comply with these confidentiality requirements; and
6.1.2. as may be required by law, a court of competent jurisdiction or any governmental authority.
6.2. No Party shall use the other Party’s Confidential Information other than to perform its obligations under this Agreement.
6.3. These confidentiality obligations do not apply to information:
6.3.1. already known to the recipient, other than through a breach of any confidential obligation owed to the disclosing Party;
6.3.2. in, or which enters, the public domain other than through a breach of this Agreement by the recipient or the recipient’s representatives;
6.3.3. disclosed to the recipient by a third party who is not itself under an obligation of confidentiality in respect of the information;
6.3.4. which the recipient can show, through written proof, it developed the information independently without reliance on or use of the Confidential Information; or
6.3.5. which the disclosing party agrees in writing the information is not confidential.
6.4. The confidentiality obligations set out in this clause shall remain enforceable until such time as the information is no longer confidential.
7. Technical Data and Aggregated Anonymised Data
7.1 The Supplier will create and collect Technical Data and Aggregated Anonymised Data from the Customer’s use of the Service.
7.2. The Supplier may use the Technical Data to:
7.2.1. verify the Customer’s compliance with the terms of this Agreement;
7.2.2. diagnose and treat any defect or fault in relation to the Service;
7.2.3. identify and treat any security vulnerabilities in relation to the Service; and
7.2.4. understand how the Service is used (to improve and develop the Service).
7.3. The Supplier may use the Aggregated Anonymised Data to:
7.3.1. identify and analyse industry trends; and
7.3.2. provide insights and reports to the Supplier’s customers based on such trends.
8. Data Protection
8.1. Any capitalised words or phrases in this clause not already defined in this Agreement shall have the meaning given to them in the Data Protection Laws.
8.2. Where the Supplier receives Personal Data from the Customer to deliver its Service to the Customer, the Customer is the Controller of that Personal Data and the Supplier is the Processor. The Supplier confirms in its privacy notice (as published from time to time on its website) where it acts as the Controller for any Personal Data.
8.3. The Customer is responsible for informing the Data Subjects how their Personal Data is Processed.
8.4. Where the Supplier Processes Personal Data for which the Customer is the Controller (as set out in Schedule 1), the Supplier shall:
8.4.1. process Personal Data in accordance with the Customer’s written instructions;
8.4.2. ensure that any of its staff who have access to Personal Data are bound by obligations of confidentiality (which are included in its employment contract or equivalent contract with its staff);
8.4.3. have technical and organisational measures and procedures which ensure an appropriate level of security for Personal Data and reduce the risk of a Personal Data Breach;
8.4.4. only appoint third parties (who the Supplier instructs to help deliver its Service) after the Supplier has notified the Customer in writing and the Customer has not objected within 10 Business Days;
8.4.5. only transfer Personal Data outside of the Data Hosting Region where it has implemented appropriate technical and organisational measures and transfer mechanisms to ensure an adequate level of protection in accordance with Data Protection Laws, including (where required) standard contractual clauses, adequacy decisions, or other lawful transfer mechanisms;
8.4.6. promptly inform the Customer if there has been a Personal Data Breach which impacts the Personal Data the Supplier Processes under this Agreement;
8.4.7. at the end of the Agreement, or any earlier written request from the Customer, delete or return Personal Data;
8.4.8. assist the Customer and provide the information required to ensure the Customer can comply with its obligations under the Data Protection Laws;
8.4.9. promptly inform the Customer if the Supplier receives a request from or on behalf of a Data Subject who wishes to exercise their rights under the Data Protection Laws, and provide assistance so the Customer can respond to the request;
8.4.10. not disclose Personal Data without the Customer’s written permission unless the Supplier is legally required to make the disclosure (in which case, except where prohibited, the Supplier will promptly notify the Customer of such disclosure); and
8.4.11. allow the Customer to access the Service premises or records to audit its compliance with the Data Protection Laws, provided the Customer gives 10 Business Days written notice.
8.5. Personal Data which has been aggregated or redacted in a way that it is no longer possible to identify a Data Subject is anonymous and is outside the scope of this clause 8.
9. Customer Obligations
9.1 The Customer will ensure that all Authorised Users comply with this Agreement.
9.2 The Customer is responsible for meeting any minimum requirements for its use of the Service, including but not limited to acquiring and maintaining any and all hardware, software, accounts, licences and internet access required to access and make use of the Service.
9.3 The Customer is responsible for all acts and omissions of its Authorised Users and any other third party it allows, directs, or enables to access and/or make use of the Platform or Service as if they were its own.
9.4. The Customer is solely responsible for its own and its Authorised Users’ compliance with all laws that apply to the Customer and its Authorised Users’ access to and use of the Platform and Service.
9.5. The Customer shall comply with any policies or acceptable use guidance issued by the Supplier from time to time, or by any such guidance issued by a Connected System provider.
9.6. The Customer shall ensure that all Customer Data provided to the Supplier complies with the format, structure and technical requirements set out in any Platform documentation or reasonable instructions notified by the Supplier from time to time. If the Supplier is required to make any corrections or modifications to the Customer Data, the Supplier may invoice the Customer for such additional services for Fees on a time and materials basis at its then-current professional services rates.
9.7. The Customer is responsible for reviewing, verifying and exercising appropriate judgment in relation to all outputs generated by the Service.
9.8. The Customer shall not:
9.8.1. upload or transmit any data that is unlawful, harmful or otherwise inappropriate;
9.8.2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Platform;
9.8.3. develop, or assist in developing any product, service or software that directly competes with the Platform or the Supplier’s Service;
9.8.4. upload, transmit or use any content that infringes or misappropriates the Intellectual Property rights of any third party;
9.8.5. introduce viruses or malicious code;
9.8.6. engage in any activity that could damage or impair the Platform or its operation;
9.8.7. do, or omit to do, anything that may damage the reputation of the Supplier or bring the Supplier into disrepute; or
9.8.8. attempt to gain unauthorised access to the Platform, breach its security or misuse any associated APIs.
10. Supplier Obligations
10.1 The Supplier shall:
10.1.1. provide the Service to the Customer with due care and skill;
10.1.2. comply with all applicable laws;
10.1.3. maintain appropriate insurance cover with a reputable insurer;
10.1.4. use reasonable endeavours to ensure that Support is available during Business Hours on Business Days and in accordance with Schedule 2; and
10.1.5. provide any Set-up Services with reasonable skill and care.
10.2. The Supplier will not be responsible for any delay or failure to provide, or any errors or omissions in or arising from, the Set-up Services where the Customer does not comply with its obligations under this Agreement, or the Customer does not provide any requested information within the time frame stipulated by the Supplier.
11. Limitation of Liability
11.1. Nothing in this Agreement shall exclude or limit any Party’s liability for:
11.1.1. any liability that cannot be excluded or limited by law;
11.1.2. death or personal injury caused by negligence;
11.1.3. fraud or fraudulent misrepresentation; or
11.1.4. a Party’s payment obligations to the other under this Agreement.
11.2. Subject to clause 11.1, neither party will be liable under or in connection with this Agreement (whether in contract, tort or otherwise, and whether arising directly or indirectly) for:
11.2.1. loss of profit;
11.2.2. loss of use;
11.2.3. loss of production;
11.2.4. loss of contract;
11.2.5. loss of anticipated savings, discount or rebate (whether actual or anticipated);
11.2.6. loss of business opportunity;
11.2.7. loss of reputation or goodwill;
11.2.8. destruction, loss or corruption of data; or
11.2.9. special, indirect or consequential losses suffered or incurred by a party (whether or not such losses were within the contemplation of the parties at the date this Agreement was signed).
11.3. To the extent permitted by law, the aggregate liability of each Party to the other arising out of or in connection with this Agreement (whether in contract, tort, negligence or otherwise) is limited to an amount equal to the total Fees payable by the Customer under the applicable Order Form(s) in the 12 month period immediately preceding the date on which the relevant cause of action arose. Subject to clause 11.2 above, this limitation applies to all liability under this Agreement, including any amounts payable pursuant to any indemnity.
11.4 The Service is provided on an “as is” and “as available” basis and no conditions, warranties or other terms apply to the Service under this Agreement other than the conditions, warranties and terms expressly set forth herein. The Supplier hereby disclaims any implied warranties whether arising under law, through course of dealing, or otherwise (including any implied warranties or non-infringement, title, satisfactory quality, fitness for purpose, merchantability or conformance with description). In addition, the Supplier does not warrant or enter into any other term to the effect that the Service or any technology provided in connection with this Agreement will be entirely free from defects or that its operation will be entirely error free.
12. Term and Termination
12.1. The Customer is committed to the entire duration of the relevant Service Period and this Agreement cannot be terminated during each Service Period.
12.2. Either Party may terminate the Agreement by giving the other Party not less than 45 days written notice prior to the commencement of each Renewal Term, in which case the Agreement will terminate at the end of the current Initial Term or Renewal Term.
12.3. Either Party may end this Agreement immediately by giving written notice if the other Party:
12.3.1. is in material breach of its obligations under this Agreement and, if the breach is capable of being remedied, within 10 Business Days of being given written notice has failed to remedy the breach; or
12.3.2. a resolution is passed for the compulsory liquidation of the other Party or a receiver is appointed over all or part of the other Party’s business
12.4. If the Customer has not used the Service for 90 days or more, the Supplier may give written notice that the Agreement will end in 30 days, unless the Customer contacts the Supplier during this time to confirm it wishes to continue with the Service.
12.5. Upon termination of this Agreement:
12.5.1. the Supplier will delete the Customer Data and Generated Data from the Platform;
12.5.2. the Supplier will terminate the Customer’s and its Authorised Users’ access to the Service and any rights granted under clause 3, other than the licence granted in respect of the Generated Data pursuant to clause 3.2 are automatically revoked;
12.5.3. the Customer and its Authorised Users will cease all access and use of the Service;
12.5.4. the Supplier will issue a final invoice for any outstanding sums which the Customer shall pay by the relevant Payment Due Date;
12.5.5. provisions which by their terms or intent are to survive termination of this Agreement will do so.
13. General
13.1. Notices. All notices regarding this Agreement must be in writing and either e-mailed or posted (by first class post or other next day delivery service) to the registered address of the relevant Party. If sent by email, notices will be deemed to have been given one hour after transmission or at 9:00am the next Business Day if emailed outside of Business Hours, and if posted, all such notices will be deemed to have been given and received on the second day (in the place of receipt) after posting.
13.2. Entire Agreement. This Agreement represents the entire agreement between the Parties and takes priority over any previous agreements or understandings that may have previously existed, whether written or oral.
13.3. Assignment. The Customer may not assign this Agreement unless it has the Supplier’s prior written permission.
13.4. Variation. The Customer may not vary this Agreement without the Supplier’s prior written agreement. The Supplier may vary this Agreement on 7 days written notice to the Customer provided that any variation does not materially adversely affect the nature or quality of the Services, or with immediate effect where required urgently for security or legal compliance reasons. The Customer’s continued use of the Services after the notice period constitutes acceptance of the variation. If the Customer reasonably objects to a variation that materially adversely affects its rights, it may terminate this Agreement by giving written notice to the Supplier within the notice period.
13.5. No waiver. No failure or delay by a Party to exercise any right or remedy (in whole or in part) provided under this Agreement or by law will be a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy.
13.6. No third-party rights. This Agreement is between the Supplier and the Customer. No other Party has any rights to enforce any of its terms.
13.7. Force majeure. A Party will not be in breach of this Agreement or otherwise liable to the other Party for any failure to perform or delay in performing its obligations under this Agreement to the extent that such failure or delay is due to a Force Majeure Event. If a Force Majeure Event occurs: (i) the Party affected will as soon as reasonably practicable of becoming aware of the Force Majeure Event give written notice to the other Party that the Force Majeure Event has occurred, giving details of the nature, extent and anticipated duration of the Force Majeure Event and the expected impact of the Force Majeure Event on its ability to perform its obligations; and (ii) the Party affected will use reasonable endeavours, without being required to incur additional expenditure, to mitigate the effects of the Force Majeure Event.
13.8. Governing Law and Jurisdiction. This Agreement, and any dispute arising in relation to it, will be governed by English law. The Parties agree that the courts in England and Wales will have exclusive jurisdiction to settle any dispute arising out of or in relation to this Agreement.
Schedule 1 – Data Protection Information
| Duration of Processing | From the date the Supplier first receives or has access to Personal Data, until the date the Supplier permanently deletes such Personal Data from the Platform, or its access to the Personal Data is removed.
Note, the Customer has the ability to choose its own retention period and deletion by the Supplier will be in accordance with such chosen retention period. |
|
| Nature of Processing | The nature of processing the Personal Data consists of collection, recording, organisation, structuring, storage, use, deletion of data.
The first stage of the Service involves automated redaction of Personal Data from the Customer Data uploaded to the Platform using AI-based algorithms. This process is designed to anonymise sensitive information before further processing. |
|
| Purpose of Processing | To supply the Service to the Customer in accordance with the Agreement. | |
| Types of Personal Data | Data relating to individuals provided by the Customer to the Supplier, including:
Name, address, email address, other contact information, Personal Data within the Customer Data provided by the Customer to the Supplier in its use of the Service. |
|
| Categories of Data Subjects | Customer’s Authorised Users
Conversation Participant |
|
|
Approved Sub-Processors |
||
| Name | Service | Location |
| Microsoft Corporation
(Azure Services, including Azure OpenAI) |
Cloud hosting, compute, storage, security and AI-based service for the operation and delivery of the Platform and Service. | The Customer selected Azure region (global support access may occur). |
| Elastic Cloud (operated by Elastic running on Microsoft Azure) | Search, analytics, logging and operational monitoring. | The Customer selected Azure region (global support access may occur). |
Schedule 2 – Target Support Response and Resolution Times
Defect Classification
During Business Hours, all reported Service issues (“Defects”) will be categorised by the Supplier into one of the following severity levels:
| Severity | |
| Severity 1 – Critical | A Defect affecting the production environment that renders it inoperative or causes a complete failure. This includes any issue resulting in critical Service impact, full Service outage, an inability to use the Service, or any other catastrophic impact requiring an immediate solution. |
| Severity 2 – Major | A Defect that substantially degrades the performance or materially restricts the Customer’s business. Examples include major user impact, temporary service hanging, unavailability of key functionality or other issues that severely impair operations. |
| Severity 3 – Minor | A Defect that has a moderate impact on the use or performance of the Service. This includes functional restrictions or operational issues that do not critically affect business operations. |
| Severity 4 – Cosmetic | An anomaly that does not materially restrict the use of the Service for necessary business functions. This includes minor issues that are insignificant to overall operation or can be easily circumvented. |
Target Times
The Supplier will use reasonable endeavours to meet the following target response and resolution times for Defects during Business Hours, based on the Defect Classification described above:
| Severity | Target Response Time | Target Resolution Time |
| Critical | Within 1 hour | Within 2 days |
| Major | Within 4 hours | Within 4 days |
| Minor | Within 6 hours | Where feasible, with the next Service upgrade |
| Cosmetic | Within 2 days | Where feasible, with the next Service upgrade |