End User License Agreement
Introduction
This is converse360’s Terms of Service Agreement, effective as of 1st January 2023. Please read the Terms of Service (the “Agreement”) carefully before accessing our platform or using the website.
converse360 is a UK-based business to business technology provider whose service automation platform enables dynamic self-service experiences on demand. “Service” refers to the Company’s services accessed via the Site, in which users can utilise service automation technology. The terms “we,” “us,” and “our” refer to the converse360. “You” refers to you, as a user of our Site or our Service; note that if you are accessing or using the Services on behalf of your company, you represent and warrant that you are authorised to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
This Agreement applies to all visitors, users and others who wish to access or use our Services. Please review the following terms carefully. By accessing or using the Service, you signify your agreement to these Terms of Use. If you do not agree to be bound by these Terms of Service in their entirety, you may not access or use the Service.
Changes to these terms: converse360 may modify the Terms of Service Agreement. We will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email, or other means in advance of the effective date.
Definitions
Confidential Information: means all non-public information of a confidential or proprietary nature received by converse360 or Customer in connection with these Conditions and their relationship whether in written, verbal or file form regardless of whether it is identified at the time of disclosure as confidential, proprietary or the like.
Converse360 Branded: means a Product or a Service bearing a trademark or service mark of converse360 Limited or any converse360 Affiliate.
Converse360 IPRs: means all Intellectual Property Rights that are owned by or licensed to converse360 and which are or have been developed independently of these Conditions (whether prior to the Commencement Date or otherwise) in each case either subsisting in the Products, Services, Deliverables or otherwise, necessary or desirable to enable the Customer to receive and use the Services and/or Products.
Purchase Order or PO: means the written document agreed upon by converse360 and Customer that sets forth the details of Products and/or Services to be provided by converse360 to Customer under these Conditions, including the Fees, Specifications, Documentation, Deliverables and, if applicable, Special Conditions.
Services: means consultancy, training, installation or ad hoc support services (excluding services covered under a maintenance contract), other professional services including professional bespoke development services, and any Deliverables, Documentation provided by converse360 to Customer as set out in the Purchase Order.
Software: means any computer or communications software whether embodied in ROM, RAM, and firmware or on disk, tape or other media which collectively includes converse360 ’s Software and any third-party proprietary software. Such software includes any copies made, bug fixes for, updates to, or upgrades thereof, new releases or other modification thereto made generally available from time to time.
Update: means a minor Software release whose primary purpose is to remove incompatibilities, fix bugs, enhance the stability or remedy technical faults in the Software, collectively including converse360’s Software.
Upgrade: means a major Software release whose primary purpose is to add new functionality or to enhance the Software, collectively including converse360’s Software.
General Commercial Terms
- Orders
1.1 converse360 provides a variety of different Services. converse360 will provide the Services to Customer in accordance with this agreement, any Order Forms, the converse360 Service Level Agreement and any applicable service-specific terms (SSTs). These conditions apply to all Orders for Products and/or Services submitted by the customer to converse360. These conditions set out in sections 1-3 exist alongside the Terms outlined in converse360’s Service Level Agreement.
1.2 The Customer shall be deemed to have accepted these Conditions by the earliest of:
Submitting an Order to converse360 to purchase Products and/or Services in writing, or if orally confirmed by the following:
a) Signing a Purchase Order
b) Accepting Products and/or services from converse360
1.3 This order will then entitle the user to Access of the Service on a subscription basis for a set term outlined on the Order Form (each, a "Subscription Term").
1.4 The Products and Services are described in converse360's proposal/quotation as modified by any applicable Specification. Any samples, drawings, descriptive matter or advertising issued by converse360 and any descriptions of Products or illustrations or descriptions of Services contained in converse360's proposal / quotation / brochures are issued or published for the sole purpose of giving an approximate idea of the services and products described in them. They shall not form part of the Contract or have any contractual force.
1.5 Price lists, quotations, proposals, brochures, leaflets, and any other promotional material supplied by converse360 or a Supplier do not constitute contractual offers capable of acceptance. Prices shown in any such materials may be subject to change at any time.
1.6 Any quotation and/or proposal provided by converse360 shall not constitute an offer and is only valid for a period of thirty (30) Business Days from its date of issue, unless otherwise stated on the quotation/proposal. converse360 reserves the right to withdraw or amend any quotation and/or proposal at any time prior to acceptance of the Order.
2. Fees and Payment
2.1 All fees in the Order Form will be paid by you within thirty (30) days of the date of invoice, unless otherwise specified in the Order Form.
2.2 You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide written notice of a dispute regarding such fees no later than 30 days after the invoice date. All payments you make to us for the Services are final and thus non-refundable.
2.3 If, at any time whilst using the Services, the Customer exceeds the amount of interactions specified in the Documentation, converse360 shall charge the Customer, and the Customer shall pay, the converse360’s then current excess interaction fees. converse360’s excess interaction fees current as at the Effective Date will be set out in the Order Form. Subscription Fees are based on an agreed number of interactions per period. Unless otherwise stated, any overage fees incurred will be invoiced monthly in arrears.
2.4 converse360 shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions, the Support Fees and/or the excess interaction fees at the start of each Renewal Period upon thirty (30) days’ prior notice to the Customer.
2.5 If we agree to accept your payment via invoice, full payment must be received within thirty (30) days from the invoice date. We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services thirty (30) days after such notice. We will not suspend the access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a reactivation fee to reinstate your access to the Services.
2.6 converse360 also withholds the right to charge overtime for services when undertaken outside of business hours or other incidental expenses.
3. Subscription Terms and Termination
3.1 Your initial Subscription Term will be set forth in the Purchase Order or via an Activation Link. At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
3.2 If either party breaches any of its duties or obligations under these Terms of Service or from the Purchase Order, and such breach is not remedied within thirty (30) days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate these Terms of Service or the applicable Purchase Order, as applicable. Breach includes but is not limited to those provisions found in [5.1,5.2]
3.3 If termination occurs, all terms within this Terms of Service, shall survive termination, including, without limitation, confidentiality, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
4. Data Processing
4.1 You agree that converse360 can and will process Subscriber Data and End User Data as described in our Privacy Policy.
4.2. You consent on behalf of the End User agreeing that you will obtain and maintain all required consents required by law from End Users to allow us to process End User Data.
4.3 You consent that End Users withhold the right to withdraw their consent. If consent is withdrawn, you agree that converse360 will be (a) notified, and (b) that you will remove the End User’s access to our Services, and (c) then remove all End User Data from the Platform or request that converse360 do so.
4.4 You agree not to use the platform or our services to collect, manage or process any sensitive personal information. converse360 will not be responsible for any liability in this case. See Privacy Policy and converse360 Security Measures for more details on how converse360 processes and protects your data.
5. Acceptable Use
5.1 You must not and take all reasonable steps to ensure users do not interfere with or disrupt our Platform. This may be by:
(a) actively compromising of the security of our Platform,
(b) users performing any testing or load testing on the Platform without our permission,
(c) any attempt to reverse engineer, decompile or prepare derivative works of our Platform or otherwise access the source code,
(d) infringing the intellectual property rights of anyone when using our Services,
(e) using our Services in any way that violates any applicable laws,
(f) using our Services in a way that is harmful, threatening, abusive, harassing, vulgar, obscene, defamatory, invasive of someone’s privacy, hateful or otherwise objectionable,
(g) storing or allowing a mass download or batch download of the Platform output other than temporarily for the purposes of serving the output to an End User,
(h) using the Services to create a substantially similar product or service, as converse360 retains this as their intellectual property.
5.2 We reserve the right to decide about what constitutes inappropriate use for the purposes of the above clauses [3.1 and 3.2]. If breach occurs converse360 withholds the right to suspend your Account’s access to our Services. This will be at our discretion. converse360 will inform you of the breach and you will need to demonstrate to us, to our satisfaction, that the breach has been resolved.
6. Third Party Services
6.1 converse360 may support integrations through API’s with certain Third-Party Platforms. In order for the Services to communicate with Third-Party Platforms, you may be required to input credentials to enable the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, you authorise converse360 to access the data within the Third-Party Platform for the purposes described in this Agreement.
6.2 converse360 makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. See our Privacy Policy for more details of Third Party Services
6.3 You are solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms. You acknowledge and agree that converse360 has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. converse360 does not guarantee that the Services will maintain integrations with any Third-Party Services and converse360 may disable integrations of the Services with any Third-Party Services at any time with or without notice to Customer. For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Services. Please see our Privacy Policy for further details on Third Party Services.
6.4 converse360 reserves the right to place limits on API access (eg, limits on numbers of interactions or calls). converse360 may monitor the usage of APIs and limit the number of interactions or calls that are made if converse360 believes that the usage is in breach of this Agreement or may negatively affect the Services.
7. Access and Availability
7.1 converse360 shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
a) planned maintenance carried out during the maintenance window of [10.00 pm to 6.00 am UK time]; and
b) unscheduled maintenance performed outside Normal Business Hours, provided that converse360 has used reasonable endeavours to give the Customer at least [[6] Normal Business Hours’] notice in advance.
7.2 converse360 withholds the right to limit authorised users to its service, regarding this:
a. the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
b. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
c. each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than [QUARTERLY] and that each Authorised User shall keep his password confidential;
d. it shall maintain a written, up to date list of current Authorised Users and provide such list to converse360 within five (5) Business Days of converse360’s written request at any time or times;
e. it shall permit converse360 or converse360’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and converse360’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at converse360’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
f. if any of the audits referred to in Clause 2.14(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to converse360’s other rights, the Customer shall promptly disable such passwords and converse360 can object to issuing any new passwords to any such individual; and
g. if any of the audits referred to in Clause 2.14(e) reveal that the Customer has underpaid Subscription Fees to converse360, then without prejudice to converse360’s other rights, the Customer shall pay to converse360 an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Form within ten (10) Business Days of the date of the relevant audit.
General Legal Terms
8. Customer Content
8.1 All content which you use as a customer, information, text, graphics, videos, and other material must remain legal, reliable and appropriate. converse360 retains the right to suspend accounts [see 5.1.] if use of converse360’s services or customer content does violate this. We take no responsibility and assume no liability for Customer Content you or any third-party posts on or through the Services.
8.2 When posting customer content you represent and warrant that: (a) the Customer Content you post on or through the Services is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms of Service, and (b) the posting of your Customer Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
8.3 You own and retain all the rights to your Customer Content, and you are responsible for protecting those rights, as proprietary rights. You grant permission for converse360 to use the Customer Content as necessary to provide Services and as outlined with this Terms of Service, including the Terms outlined in our Privacy Policy, and GDPR Agreement.
9. Proprietary Rights
9.1 You acknowledge that we retain all right, title and interest in the Services, the Platform, our name, logo or other marks and any related old or new intellectual property, including, without limitation, all modifications, enhancements, derivative works, and upgrades.
9.2 We reserve all intellectual property rights in the Virtual Assistant clients that we create, and no rights are granted to you other than those expressly set out in these Terms.
10. Indemnification.
10.1 converse360 will defend and indemnify you against indemnified liabilities arising from any Third-Party Legal Proceedings to the extent that this allegation is against the use of converse360’s technology or Intellectual or Proprietary rights used to provide services (excluding any Intellectual Property or Proprietary rights not owned by converse360).
10.2 The obligations in [10.1] do not apply with respect to any Claim based on or arising from (a) unauthorised or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by converse360, or (d) the unauthorised use of the Services by a third party using your user information.
10.3 Except where prohibited by law, you will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Content, End User breaches or any of the foregoing clauses (a) – (d).
10.4 The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defence or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defence or settlement of the Claim.
10.5 The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.
11. Publicity
11.1 You grant us the right to add your name and company logo to our customer list and website.
12. Disclaimers.
12.1 EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOTH YOURSELF AND CONVERSE360 AGREE THAT NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; CONVERSE360 MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
13.Limitation of Liability.
13.1 EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO CONVERSE360 IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. CONVERSE360 IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
14. Force majeure
14. 1 converse360 shall not be liable to the Customer because of any delay or failure to perform its obligations under the Contract because of a Force Majeure Event. If the Force Majeure Event prevents converse360 from providing any of the Products and/or Services for more than eight (8) weeks, converse360 shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.
15. Miscellaneous
15.1 Assignment and other dealings: converse360 may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. The Customer shall not, without the prior written consent of converse360, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
15.2 Notices: Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
15.3 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15.4 Waiver: A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
15.5 No partnership or agency: The relationship of converse360 and the Customer is that of independent contractors. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
15.6 Third parties: A person who is not a party to the Contract shall not have any rights to enforce its terms.
15.7 Variation: Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by converse360 (or its authorised representatives).
