General Terms

Updated March 29th, 2021

Alphachat provides a Conversational AI platform interface where the Client can build and train the intelligent virtual assistant on actual Client questions and use it through a chat widget.

1.                  Definitions

1.1.              Account– the central means of access to the Alphachat Platform.

1.2.              Agreement– the legally binding contract between the Client and Alphachat for using the Platform consisting of these General Terms and the Special Terms, if any.

1.3.              Alphachat –Intelligent Technologies OÜ, a limited liability company (registry code 14192492, address Viru Väljak 6-20, Tallinn, 10153, Estonia ("Alphachat") that offers the Platform.

1.4.              Client– an entity subscribed to the Platform based on the Subscription Plan, and theSpecial Terms, if any.

1.5.              Content– any communications initiated on the Platform by Customer or Client. Content can be created in four streams: a) Customer inserts Content (i.e. question) to text box and IVA provides answer; b) IVA initiates conversation through pre-defined questions to Customer; c) Customer inserts Content (i.e. question)to text box and Client’s employee takes over the conversation from IVA to provide specific answer; d) Customer chooses conversation topic from pre-defined topics in text box to get automated pre-defined model answer.

1.6.              Customer– any natural person or legal person’s representative who use Alphachat ConversationalAI platform interface on Client’s website.

1.7.              General Terms – all of the terms and conditions contained herein and all other operating rules, policies, established good practice, guidelines, and procedures that may be published from time to time by Alphachat or otherwise made available on or through the Platform, as well as any of their future modifications.

1.8.              IVA - Intelligent Virtual Assistant for automated communication.

1.9.              Price List – prices of different subscription plans that Alphachat may provide to theClient upon request, on Platform website https://www.alphachat.ai/pricing and/or on the basis of a separate agreement.

1.10.            Platform/product/chat– online information system provided and made available by Alphachat with functionalities described herein or on Alphachat’s official website www.alphachat.ai.

1.11.            Special Terms – special terms and conditions agreed between Alphachat and the Client, if any.

1.12.            Subscription Plan – pricing model and service functionality selected by the Client.

2.                  Conditions of use

2.1.              Subject to all limitations and restrictions contained herein, Alphachat grants the Client a non-exclusive and non-transferable subscription right to access and use the Platform as hosted by Alphachat in accordance with the General Terms and the SpecialTerms, if any.

2.2.              The Client understands and agrees that Alphachat uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Platform.

2.3.              The Client may not sell, modify, re-use, re-sell, distribute, reproduce or make any other use of the Platform unless agreed upon differently between the Parties.

2.4.              The Client may not reverse engineer, decompile or disassemble the Platform or modify another website so as to falsely imply that it is associated with the Platform.

2.5.              No ownership or exclusive copyrights to the Platform are granted to the Client through the Client's use of the Platform.

2.6.              The Client grants Alphachat the right to display the Client’s name and/or trademark in Alphachat’s sales and marketing materials.

2.7.              The Client understands that Alphachat reserves the right to suspend the Client’s access to the Platform if the Client is in delay with payment of an invoice for more than30 (thirty) calendar days.

2.8.              The Client understands that Alphachat reserves the right not to enter into agreement or to suspend the Contract and Client’s access to thePlatform (Alphachat) if the Client uses Alphachat products on the websites or other mediums which Alphachat considers to be illegal, against good moral or good practice.

2.8.1. The Client must not use the Alphachat products in any manner that may bring the Alphachat into disrepute, in relation to, or for the purchase or trade of, photographs, video imagery, computer-generated images, cartoons, simulation, or any other media or activities including, but not limited to, any of the following:

– Child pornography

– Child abuse imagery

– Incest

– Bestiality

– Rape (or any other non-consensual sexual behaviour)

– Non-consensual mutilation of a person or body part

– Online gambling (unless correctly flagged within the authorisation and clearing message)

– Online pharmaceutical sales (unless they meet all regulations for sale and are correctly flagged within the authorization and clearing message)

– Online tobacco sales (unless they meet all regulations for sale)

–Intellectual property (counterfeit goods/services, sale of goods/services without proper authorisation from the intellectual property owner or their authorised agent)

2.9.              The Client shall retain ultimate administrative control over their Account.

2.10.            The Client is responsible for keeping the Account secure while using the Platform. The Client is responsible for all data uploaded and activity that occurs under the Account. The Client is responsible for maintaining the security of the Account and password. Alphachat cannot and will not be liable for any loss or damage from the Client's failure to comply with this obligation. The Client will promptly notify Alphachat if the Client becomes aware of any unauthorised use of, or access to, the Platform through the Account, including any unauthorised use of the password or the Account.

3.                  Confidentiality

3.1.              The parties shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the other party’s Confidential Information (as defined below) and shall prevent the third parties’ access to such information (hereinafter Confidentiality Obligation). The Confidentiality Obligation includes the prohibition to use the confidential information for any other purposes than the provision and receipt of the Platform. The Confidential Information shall mean all information (including oral and visual information, information recorded in writing or electronically, or in any other medium or by any other method) related to a party or to a company belonging to the same group with that party (hereinafter a party and companies belonging to the same group Group Company), inter alia, including:

3.1.1. the Agreement and any other internal regulations and/or documents of any of the Group Companies.

3.1.2. all the data and documentation related to the businesses and clients of the Group Company, including client information and databases, financial information, any information about the methods of cost estimation, volumes of any of the Group Company’s purchase or sales activities, market shares, business partners, marketing plans, cost and price structuring, sales strategies, development of the Platform, information about commercial and other agreements (including the economic situation, accounting information, structure, internal administration and data about the shareholders), information affecting the work of management bodies, business plans, budgets, etc.;

3.1.3. IT systems and software belonging to or licensed by the Group Companies; usernames and passwords issued or generated for the use of such IT systems or software.

3.1.4. any other information about the business activities of the Group Companies, the disclosure of which may affect any of the Group Companies in a negative manner or any information which a party might reasonably expect that a Group Company would regard as confidential.

3.2.              Incase of any reasonable doubt, whether the particular information shall be treated as confidential and whether and to what extent it might be disclosed to third parties, the parties shall consider such information as Confidential Information.

3.3.              The relevant Group Company remains the owner of the Confidential Information, regardless of any disclosure of the same. A disclosing party may at any time request that the receiving party returns any media containing Confidential Information.

3.4.              The Confidentiality Obligation shall remain effective for an indefinite term after the termination of the Agreement due to whatever reason.

4.                  Intellectual Property rights

4.1.              Intellectual property generally includes inventions, designs, processes, formulae, databases, algorithms, improvements, know-how, logos, marks, plans, models, mask designs and graphic displays, photographs, digital and other artworks, all copyright works, and in relation to the software particularly and without limitation, the source code and architecture of the software and trade secrets including details of performance or design of the Platform or any part of the Platform.

4.2.              All intellectual property rights to the components of the Platform, any upgrade of the software and in all additions, corrections, and improvements thereto, and in any other proprietary software made available by Alphachat to the Client will at all times remain the property of Alphachat. The parties acknowledge that the Client shall not receive any intellectual property rights to the components of the Platform.

4.3.              When using the Platform, the Client is responsible of the Content inserted through the chat. In case the Content is considered to be illegal invasive of privacy, infringing of intellectual property rights or contain any of the topics listed in section 2.8.1., Client must delete such Content immediately or ask Alphachat the support to delete such data immediately. Alphachat reserves the right (but not the obligation) to remove or edit such Content.

4.4.              Incase the Client is in violation of the obligations described in section 5.3.,Alphachat reserves the right to suspend the Contract and Client’s access to the Platform without any compensation to the Client.  

5.                  Personal Data Protection        

5.1.              Alphachat provides Platform to Client where he can host, manage, train and maintain its Content (Customer chats). Client decides itself if and what kind of Content, including personal data, it wants to process on the Platform and for what purpose. As such, Alphachat processes any personal data in the Content on behalf of the Client solely for the purpose of providing the Platform and acts as a data processor as regards such personal data, whereas the Client acts as a data controller as regards such personal data.

5.2.              The personal data collected by Alphachat on website www.alphachat.ai for the purpose of business contacts (name, e-mail, company name, message, attached files, feedback) and newsletter (e-mail) is done under the legitimate interest of Alphachat and Alphachat is acting as data controller to this data.

5.3.              TheClient as a data controller is fully responsible for any personal data it processes on the Platform. The Client confirms that its personal data processing practices are fully compliant with the data protection laws, including that it has a legal basis to process the personal data in the Content as stipulated herein and that it has properly informed the data subjects thereof. When Client adds Content to the Platform, the Client shall ensure its accuracy, correctness, completeness, relevance and its compliance with the Agreement, good practice, and legal acts. We recommend to use Alphachat service description available in ANNEX of this General Terms as model text to inform Customers about third-party service.

5.4.              Alphachat Platform and chat products are designed to be functional and with the minimal impact to the user privacy. Client takes full responsibility of the decisions to change the default settings of the product. For the high level of privacy protection, Alphachat provides the Platform by default as follows:

5.4.1. The collection of Customer IP address is decided by theClient by enabling this functionality, if available, in the product. By default, Alphachat does not enable IP address collection.

5.4.2. The Content entered into IVA and live-chat are deleted by Alphachat after 6 (six) months. Data is stored encrypted in AWS Frankfurt server provided to Alphachat by service provider MongoDB Atlas. Any additional storage period requires the Client to independently download and store the Content from the Alphachat server. By doing this, the Client takes full responsibility of such data processing.

5.4.3. The use of session cookie is provided for the Customer to be able to use the chat while changing the browser tabs. By default, the cookie will expire in 3 (three) hours after it is created. Client can prolong the cookie storage period indefinitely.

5.4.4. Client provides to Customers the possibility to insert e-mail address to the IVA forms. This e-mail address is stored for 6 (six) months for the better user experience purpose. After this period, the e-mail address is deleted from Alphachat server. This storage period can be changed by Client.

5.4.5. Client can write custom scripts into the Platform which is considered as Content by Alphachat. By doing this, Client takes the full responsibility of tracking, analysing, profiling or any other way affecting individual’s privacy derived from modifications or additions to the Alphachat code.

5.4.6. Client can modify the configuration of the product (widget pop up, close chats etc.) By doing this, Client takes the full responsibility of tracking, analysing, profiling or any other way affecting individual’s privacy derived from modifications or additions to the Alphachat configuration.

5.5.              Alphachat does not deliberately access Client Content except if the Client has requested and instructed to do so temporarily for providing to Client the Client support or during the deployment or when Alphachat removes and fixes bugs that arise in the product.

5.6.              The personal data processed by the Client is dependent on the Content added to thePlatform, therefore the categories of data subjects and personal data are not defined herein.

5.7.              The Client can train the chat product using Content provided by Client’s Customers. Such training should be carried out by anonymized data for data minimization risk mitigation purposes.

5.8.              IVA training models are Client specific and Client’s Content is not cross-used between Alphachat clients for IVA training purposes or any other purposes. Alphachat has the right to train IVA models for the product development purposes by using anonymized content created by Clients and Customers, unless explicitly forbidden by the Client.  

5.9.              TheClient and Alphachat wish to duly observe all their respective obligations under the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons about the processing of personal data and on the free movement of such data (GDPR) and any other relevant applicable data protection regulations (together Data Protection Laws).

5.10.            For the purposes of these Terms of Service, the terms “controller”, “processor”,“personal data”, “data subject”, “personal data breach” shall have the meaning given in the GDPR. “Sub-processor” shall mean another processor engaged by Alphachat to process the personal data in the Content.

5.11.            Alphachat shall: (i) process the personal data in theContent only on lawful documented instructions from the Client and for the purposes of providing the Platform and the services, unless required to do so by the Data Protection Laws. In such case, Alphachat shall inform the Client of such requirement in advance, unless that law prohibits providing such information; (ii) ensure that persons authorized to process the personal data in the Content have committed themselves to confidentiality; (iii) taking into account the nature of processing and the information available to Alphachat, assist the Client in ensuring compliance with the Client’s obligations underArticles 32 to 36 of the GDPR; (iv) inform the Client if, in Alphachat opinion, the Client’s instruction infringes the Data Protection Laws.

5.12.            Alphachat takes appropriate technical and organizational security measures taking into account (i) the state of the art,(ii) costs of implementation, (iii) nature, scope context and purposes of the processing, and (iv) risks posed to data subjects. Such security measures include, but are not limited to, encrypted transfer, storage and access controls.  In deciding on those measures, Alphachat assumes that the Platform and services are used for its intended purposes (virtual assistant and live-chat). Detailed information security measures are available upon Client’s request.

5.13.            Alphachat shall promptly notify Client of any facts known to Alphachat concerning any accidental or unauthorized disclosure or use, or accidental or unauthorized loss, damage or destruction of personal data by any current or former employee, contractor or agent of Alphachat or by any other person or third party. Alphachat shall cooperate fully with the Client to limit the unauthorized disclosure or use, seek the return of any personal data, and assist in providing notice if requested by the Client.

5.14.            If Alphachat intends to engage Sub-processors to help it satisfy its obligations in accordance with this General Terms or to delegate all or part of the processing activities to such Sub-processors, Alphachat must (i) keep an exclusive of the list of Sub-processors Alphachat maintains online and in case Client objects to the use of specific Sub-processor start negotiations to find suitable solution for both sides. The Sub-processors list is updated at least 10 days before engagement of the new Sub-processor and must be objected by Client 5 days before engagement to be valid (ii) remain liable to Client for the Sub-processors’ acts and omissions with regard to data protection where such Sub-processors act on Alphachat’s instructions; and (iii) enter into contractual arrangements with such Sub-processors binding them to provide the same level of data protection and information security to that provided for in this General Terms.

5.15.            Alphachat and its sub-processors may transfer personal data outside the EU/EEA only where they have a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under an instrument which covers the EU requirements for the transfer of personal data to data processors outside the EU/EEA (Standard Contractual Clauses, SCC). Such transfer will only be carried out with encrypted data not accessible to any third parties.

5.16.            Alphachat shall assist the Client by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligation to respond to requests for exercising the data subject’s rights under the Data Protection Laws. Taking into account the nature of processing and the information available to Alphachat, Alphachat shall assist the Client in ensuring compliance with obligations under Data Protection Laws that are relevant to the data processing subject to this General Terms, including notifications to a supervisory authority or to data subjects, the process of undertaking a data protection impact assessment, and with prior consultations with supervisory authorities.

5.17.            Upon the Client’s written request, Alphachat shall make available to the Client the information necessary to demonstrate its compliance with the obligations laid down in this section herein and in Article 28 of the GDPR, provided the requested information is in Alphachat’s possession or control. Should that prove to be insufficient for the Client, Alphachat shall cooperate with the Client, including allow for and contribute to reasonable audits, including inspections, conducted by the Client or another auditor mandated by the Client and accepted by Alphachat. The details of such audits and inspections shall be agreed between the Client and Alphachat, however, the following applies:

5.17.1.           Alphachat will only be required to provide to theClient information, records and documents reasonably required to demonstrate its compliance with its obligations under this section 6 and Article 28 of the GDPR regarding the personal data in the Content;

5.17.2.           Alphachat will not disclose any information, records or other documents that are subject to its business secrets;

5.17.3.           Alphachat will not disclose any information, records or other documents that would place it in breach of its confidentiality obligations under applicable laws or agreements with other clients or persons;

5.17.4.           Alphachat will not disclose any information, records or other documents relating to a matter that is subject to a current, pending or threatened litigation or other dispute resolution mechanism between theClient and Alphachat;

5.17.5.           any information, records or other documents provided to the Client pursuant to this section 6 shall be treated as confidential by the Client;

5.17.6.           the Client may exercise its right to perform an audit under this section 6 not more often than once in any calendar year unless it has a reasonable doubt as to the compliance of Alphachat.

5.18             If the Client wishes to build the IVA in one language and have it automatically without creating an extra IVA be capable of chatting with Customers in several languages, then the Client needs to turn on automatic multi-linguality mode in Alphachat. By default the automatic multi-linguality mode is turned off. The Customer can choose whether the automatic multi-linguality is provided through Amazon Web Services Translate service or through Google's Cloud Translation API. By choosing to turn on automatic multi-linguality the Customer agrees to the terms set by the provider of automatic multi-linguality (i.e. either Amazon Web Services Translate or Google's Cloud Translation API). The terms for the Amazon Web Service Translate service can be accessed here and the terms for the Google Cloud Translation API can be accessed here. The Customer can turn off automatic multi-linguality at any time. Alphachat is not responsible for any loss or harm resulting from the Client's use of automatic multi-linguality.

6.                  Trials

Alphachat may offer free or discounted pricing for the use of the Platform. Once the terms of a trial have expired, Alphachat’s normal billing rates, as set forth on our Price List, shall apply. Trials can include additional restrictions, terms or limitations imposed in connection with any trial which shall be specified to the Client before accepting the trial. Clients may not create multiple accounts in order to receive additional benefits under any trial.

7.                 Payment

7.1.              The fees applicable to the provision of the Platform and other Platform that may be provided to the Client upon request and/or on the basis of a separate agreement are described in the Price List.

7.2.              Alphachat shall provide the Platform to the Client, and the Client shall pay for the provision of the Platform in accordance with the Subscription Plan selected by the Client. The fee of the selectedSubscription Plan does not include the fees applicable to the provision of otherPlatform by Alphachat (e.g. Client branding/software integration and custom software development) unless Alphachat and the Client have explicitly agreed otherwise in a format that can be reproduced in writing. If additional costs need to be incurred by Alphachat for the provision of the Platform, Alphachat shall notify the Client before incurring such costs and the distribution of such costs shall be agreed between Alphachat and the Client separately in a format that can be reproduced in writing.

7.3.              If theClient agrees to a Subscription Plan, then the respective fee indicated in thePrice List shall be applicable for the duration of the Agreement term, if theAgreement is entered into for a fixed period. If the Agreement is entered into for an unspecified period, then the fee of the selected Subscription Plan may change in the course of the Agreement as Alphachat is entitled to change thePrice List unilaterally by notifying the Client thereof 3 (three) calendar months in advance. If the Client continues to use the Platform, the Client is deemed to have accepted the new Price List.

7.4.              Value added tax is added to the fees, if applicable.

7.5.              Depending on the selected Subscription Plan and other Platform provided to the Client, Alphachat invoices the Client on a monthly basis for the Platform and/or other Platform used by the Client in the preceding month, unless Alphachat and the Client have explicitly agreed otherwise in a format reproducible in writing or the Client has chosen annual billing in which case the invoice can be issued yearly. There will be no refunds or credits for partial volumes and/or months or refunds for volumes and/or months unused with an open Account. The invoice shall be sent to thee-mail address indicated by the Client, and the payment term is 7 (seven) calendar days from the date of the invoice unless a different payment term is indicated on the invoice or unless Alphachat and the Client have explicitly agreed otherwise in a format that can be reproduced in writing.

7.6.              If the Client wishes to change or cancel the selected Subscription Plan, it shall make the selection on the Platform and such changes will take effect as of the following billing date, and Alphachat shall invoice the Client the set-off or readjusted rate accordingly at the next billing date unless Alphachat and the Client have explicitly agreed otherwise in a format that can be reproduced in writing. Downgrading the Subscription Plan may cause loss of features or capacity of theAccount and Alphachat does not accept any liability for such loss. Alphachat shall not return payments of Clients who have cancelled their Subscription Plan on their own accord, except when specified in these General Terms.

7.7.              If the Client has used up or if based on the Client’s usage it is likely that the Client will use up the monthly capacity of the Account available under the selectedSubscription Plan, Alphachat shall notify the Client thereof and will upgrade the Subscription Plan selected by the Client to the next level subscription plan and will invoice the Client accordingly at the next billing date or, if the Client has prepaid for the Subscription Plan, will issue an additional invoice. The Client's continued use of the Platform constitutes agreement to the upgrade and higher applicable fee.

7.8.              As Alphachat is considered as B2B service, 14-days withdrawal right is not provided for Clients.

8.                  Disclaimer of Warranties

8.1.              Alphachat provides the Platform on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, Alphachat expressly disclaims all warranties, whether express, implied or statutory, regarding the Platform, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

8.2.              Alphachat endeavours to ensure the continuous and uninterrupted operation of the Platform.However, Alphachat does not warrant that the Platform will meet the Client's requirements; that the Platform will be uninterrupted, timely, secure, or error-free; that the information provided or obtained through the use of Platform is accurate, reliable or correct; that any defects or errors will be corrected; that the Platform will be available at any particular time or location; or that the Platform are free of viruses or other harmful components. The Client assumes full responsibility and risk of loss resulting from the Client's use of the Platform.

9.                  Limitation of Liability

9.1.              All claims related to the performance of the Agreement must be submitted to the other party without undue delay in a format that can be reproduced in writing.

9.2.              A party has the right to demand compensation from the other party for damage caused by for breach or non-performance of their obligations under the Agreement, unless theseGeneral Terms provide otherwise or unless the parties have explicitly agreed otherwise in a format that can be reproduced in writing.

9.3.              The Client understands and agrees that Alphachat will not be liable to the Client or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

9.3.1.          the Client's use or inability to use the Platform;

9.3.2.          any modification, price change, suspension or discontinuance of the Platform;

9.3.3.          the Platform generally or the software or systems that make the Platform available;

9.3.4.          unauthorised access to or alterations of the Client's transmissions or data;

9.3.5.          suspension of theContract by Alphachat due to Client’s violation of section 2.8.1. or 5.3.;

9.3.6.          any damages resulted to Customers due to any Content initiated on Platform including IVA and live-chat;

9.3.7.          any other matter relating to the Platform.

9.4.              Alphachat's liability is limited whether or not Alphachat has been informed of the possibility of such damages and even if a remedy set forth in the Agreement is found to have failed its essential purpose. Alphachat will have no liability for any failure or delay due to matters beyond Alphachat's reasonable control. However, the maximum liability of Alphachat is limited to the amount that is equal to the amount the Client paid to Alphachat during the previous three months from the occurrence of the event that resulted in Alphachat's liability.

9.5.              The parties shall not be liable for breach or non-performance of their obligations under the Agreement if it has been caused by force majeure. If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impeded the performance of the obligation. Force majeure events are unforeseeable circumstances which the party, who has violated the obligation, is unable to control and the prevention of which by the same cannot be expected proceeding from the principle of reasonableness. Examples of force majeure include but are not limited to severe acts of nature, war, riot, acts of terrorism, the activities of public authorities (e.g. the state, local government) and other circumstance independent of the parties (e.g.strike, the general failure of the computer system, failure of communications lines or power failure, denial-of-service attack).

10.               Release and Indemnification

10.1.            The Client indemnifies, defends, and holds Alphachat harmless from and against any and all claims, liabilities, and expenses, including attorneys' fees, arising out of the Client's use of the Platform, including but not limited to the Client's violation of the Agreement, provided that Alphachat (1) promptly gives the Client written notice of the claim, demand, suit or proceeding; (2) gives the Client sole control of the defence and settlement of the claim, demand, suit or proceeding (provided that the Client may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Alphachat of all liability); and (3) provides to the Client all reasonable assistance, at the Client's expense.

11.               Term and termination

11.1.            Access to the Platform is provided during the Agreement term stipulated in the Subscription Plan orSpecial Terms, if any.

11.2.            Termination of the Agreement does not release the parties from their outstanding obligations arising from the Agreement and does not affect the rights or remedies of a party arising out of breach of the Agreement.

12.               Miscellaneous

12.1.            The Agreement between the Client and Alphachat and any access to or use of the Platform, is governed by the laws of the Republic of Estonia, except the conflict of laws rule. All disputes arising from the Agreement or the use of Platform shall be settled via negotiations. If an amicable settlement cannot be reached, the dispute shall be finally settled in accordance with the laws of theRepublic of Estonia in Harju County Court in Tallinn.

12.2.            The Client may not assign or delegate any rights or obligations under theAgreement without Alphachat's prior written consent, and any unauthorised assignment and delegation by the Client is void.

12.3.            All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability.

12.4.            Alphachat communicates with the Client in an electronic form via the contact person and/or e-mail address the Client has submitted. Urgent informational messages may be communicated by phone but shall be repeated via e-mail latest on the next working day. The Client agrees that all agreements, notices, disclosures, and other communications that Alphachat provides to the Client electronically satisfy any legal requirement that those communications would satisfy if they were on paper. The Client undertakes to notify Alphachat immediately of a change in the submitted contact details.

12.5.            If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Any failure on the part of Alphachat to enforce any provision of the Agreement will not be considered a waiver of Alphachat’s right to enforce such provision.

13.               Changes to these General Terms

13.1.            Alphachat reserves the right, at its sole discretion, to amend these General Terms at anytime and will update these General Terms in the event of any such amendments. Alphachat will notify the Client of minor changes to the General Terms at least 30 calendar days prior to the change taking effect by notifying the Client via e-mail.For material modifications, the Parties shall enter into negotiations. For the avoidance of doubt, the modifications to the functionality of the Platform will not be deemed as material changes.

 

ANNEX

For B2B Clients to use in their privacy notice to B2C Customers

Following is provided to simplify the legal on-boarding of Alphachat products to Client’s website and to be selected by Client’s choice:

- Alphachat provides high level of Customer privacy in their products. Implemented data protection is described in SaaS General Terms Section 5.

- Alphachat may collect certain data from you through their website and Platform account. Please read Alphachat Privacy Notice for further information.

- Alphachat is third party service provider that provides Customer chat service as privacy friendly by default. Alphachat Client can choose to change the default settings for additional data collection, analytics and further data storage. By doing this, the Client takes full responsibility to communicate this to Customers in their respective privacy policy.

- By default the Alphachat product is set as follows:

- The collection of Customer IP address is decided by the Client by enabling this functionality in the product.By default, Alphachat does not enable IP address collection.

- The Content entered into IVA and live-chat are deleted by Alphachat after 6 (six) months. Data is stored encrypted in AWS Frankfurt server provided to Alphachat by service provider MongoDB Atlas. Any additional storage period requires the Client to independently download and store the Content from the Alphachat server. By doing this, the Client takes full responsibility of such data processing.

- The use of session cookie is provided for the Customer to be able to use the chat while changing the browser tabs. This cookie is permanently deleted after 3 (three) hours. Client can prolong the cookie storage period for additional 48 hours.

- When Client provides to Customers the possibility to insert e-mail address to the IVA forms. This e-mail address is stored for 6 (six) months for the better user experience purpose. After this period, the e-mail address is deleted from Alphachat server. This storage period can be changed by Client.

- Client can modify the “as-is” code of the chat product provided by Alphachat. By doing this, Client takes the full responsibility of tracking, analysing, profiling or any other way affecting individual’s privacy derived from modifications or additions to the Alphachat code.

- Client can choose to use automatic multi-linguality in Alphachat, which by default is turned off. Upon choosing to use automatic multi-linguality, Client's data may be accessed by Amazon Web Services Translate or Google's Cloud Translation API. By doing this, Client takes the full responsibility of tracking, analysing, profiling or any other way affecting individual's privacy derived from using automatic multi-linguality.

- Client can modify the configuration of the product (widget pop up, close chats etc.). By doing this, Client takes the full responsibility of tracking, analysing, profiling or any other way affecting individual’s privacy derived from modifications or additions to the Alphachat configuration.

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