Terms and Conditions

Last updated: September 10, 2023

hereinafter referred to as the Regulations and drawn up by:

BOTWISE Sp. z o.o. with registered office in Wrocław at ul: Mokra 10 Street, 51-423 Wrocław,holding NIP: 952216674, REGON: 38582208600000, entered into the Register of Entrepreneurs kept by the District Court for Wrocław - Fabryczna, IX Economic Division of the National Court Register under number: 0000834558, share capital of 5,000 PLN, hereinafter: BOTWISE.IO

Definitions

  1. The Regulations define the terms and conditions for the provision of the Service (as defined in the Regulations) by BOTWISE.IO.

  2. The expressions used in the Regulations and written as follows have the following meanings:

    • Customer - the entity for which BOTWISE.IO provides the Service,

    • Agreement - an agreement under which BOTWISE.IO undertakes to provide the Service to the Customer,

    • Platform - an interactive service to which BOTWISE.IO holds the right, containing a chatbot solution operating in the AWS cloud within the European Union, provided to the Customer under the terms of the Terms and Conditions, made on the basis of web technologies, equipped with appropriate graphics, having appropriate functionality, enabling the Customer to post appropriate content, to which access is granted to users within registered access accounts,

    • Error - the behaviour of the Platform in a manner contrary to the scope of its functionality. A failure is not the behaviour of the Platform in a manner incompatible with the scope of functionality of the Platform due to a breakdown or malfunction of the Client’s IT infrastructure,

    • Business Day - any day from Monday to Friday between 9:00 a.m. and 5:00 p.m. (CET), excluding public holidays (Polish time and Polish public holidays apply),

    • Repair - removal of Error. The repair includes the provision of a replacement solution which ensures the functioning of the Platform,

    • Force Majeure - any extraordinary, external events, unforeseeable on the date of concluding the Regulations and beyond the control of the Parties, which make it totally or partially impossible for the Parties to fulfil their obligations, in particular such events as: natural disasters, armed conflicts, strikes.

  3. BOTWISE.IO and the Customer may hereinafter be referred to collectively as the Parties and each individually as a Party

  4. Terms used in the singular or plural may also mean singular or plural respectively, depending on the context.

  5. The above list of definitions may not be exhaustive and the Regulations may contain definitions of other terms used herein.

  6. BOTWISE.IO reserves the right to change the content of the Terms of Service. The use of the Service after the introduction of changes to the Regulations is tantamount to acceptance of these changes.

  7. The Terms and Conditions are posted on the BOTWISE.IO website in a manner that allows the Customer to read and download them before concluding the Contract.

  8. The Terms and Conditions do not violate mandatory rules of law providing rights for specific groups of entrepreneurs (for example, in Polish law, natural persons concluding an Agreement directly in connection with their business activity if the Agreement is not of a professional nature for them). If the provisions of the Terms and Conditions are inconsistent with mandatory rules of law, they shall not apply to such persons.

SERVICE

  1. The Service consists of the following activities performed by BOTWISE.IO: (i) implementation of the Platform at the Customer’s site, (ii) administrative support of the Platform, as well as granting the Customer access to the Platform and storing content uploaded by the Customer to the Platform against payment by the Customer to BOTWISE.IO of the remuneration set out in the Regulations or the Agreement.

  2. If the Platform is installed on the Customer’s infrastructure, instead of or in addition to granting the Customer access to the Platform, the Service will consist of BOTWISE.IO granting a licence to use the Platform under the conditions set out in the Terms and Conditions.

  3. The Agreement may be concluded in any way, in particular electronically by submitting an appropriate instruction on the BOTWISE.IO website. The conclusion of the Agreement is tantamount to acceptance of the Regulations, unless the Parties decide otherwise.

  4. In the event of any discrepancy between the content of the Agreement and the provisions of the Terms and Conditions, the provisions of the Agreement shall apply.

  5. As part of the Platform Implementation Service, BOTWISE.IO shall be obliged to provide the Client with access passwords to the Platform, to enable the Client to enter content to the Platform independently and to enable the Client to add and delete user accounts according to the terms of the Platform. Any other implementation of the Platform by BOTWISE.IO (in particular its installation at the Customer’s site) requires a separate agreement.

DECLARATIONS AND OBLIGATIONS OF THE PARTIES

  1. The Customer declares that it is familiar with the scope of functionality of the Platform, as presented by BOTWISE.IO in its offer (which may also be an offer on the BOTWISE.IO website).

  2. Within the functionality of the Platform, BOTWISE.IO makes available to the Customer the possibility to create, register and delete user accounts according to the rules set out on the Platform. Within the functionality of the Platform, BOTWISE.IO does not make available the possibility for two or more users to log in simultaneously (at the same time) to one account.

  3. The Customer is obliged to cooperate with BOTWISE.IO in the performance of the Service.

  4. The Customer undertakes to use the Platform in accordance with the law and, in particular, undertakes not to place on the Platform any content that is illegal or infringes the rights of third parties (especially intellectual property rights).

  5. The Customer declares that he/she has read the technical requirements presented by BOTWISE.IO, the fulfilment of which is a prerequisite for the smooth operation of the Platform, and ensures that he/she complies with these requirements, and acknowledges that BOTWISE.IO shall not be held liable for the malfunctioning of the Platform and the information, data and content posted therein, resulting from the Customer’s failure to comply with the required technical conditions set out below:

    • Google Chrome 75 or later browser, or

    • Opera 60 and higher versions, or

    • Firefox 67 and later versions

  6. The transfer of access data to the Platform shall be carried out by sending it to the Client at the e- mail address provided, together with information on how to register/delete new users on the Platform.

  7. BOTWISE.IO has the right to carry out upgrade activities and apply maintenance breaks. The Customer shall not be entitled to any claim for lack of access to the Platform during a maintenance interruption.

  8. BOTWISE.IO is not responsible for the lack of functionality of the Platform in the event of a breakdown. A downtime in the functionality of the Platform of 10 hours in a given settlement month is permissible.

ADMINISTRATIVE SERVICES

  1. BOTWISE.IO, as part of the administration of the Platform, provides an Error Removal Service.

  2. The removal of an Error is considered to be the removal of the cause of its occurrence and the consequences of its occurrence by bringing the Platform into operation in a manner consistent with the Agreement.

  3. In the event of an Error, the Customer shall report it by e-mail to the following e-mail address: kontakt@botwise.io.

  4. The notification should specify the type of Error and its symptoms. The Customer may indicate in the notification the details of the Customer’s employee, including the e-mail address that BOTWISE.IO should contact in connection with the notification.

  5. BOTWISE.IO will perform the Repair within the time technically, technologically and organisationally possible. Repair and support of the functionality of the Platform will take place on Business Days.

LICENSE AND ACCESS TO THE PLATFORM

  1. BOTWISE.IO grants the Customer access to the Platform for an indefinite period of time, which will consist of allowing the Customer (including its employees or persons permanently working with it) to use the Platform in accordance with its functionality, including the uploading of content to the Platform.

  2. BOTWISE.IO will store the Customer’s content on the Platform for the duration of the Agreement.

  3. If the Platform is installed on the Customer’s infrastructure, BOTWISE.IO grants the Customer a territorially unlimited licence to use the Platform within the scope of the Customer’s business activities in the following fields of exploitation:

    • use of the Platform by the Customer (including its employees or persons permanently working with it), including the uploading of any content to the Platform, as long as such content is not illegal or infringes the rights of third parties (including intellectual property rights),

    • within the scope of recording and reproduction of the Platform - entry into the memory of a computer and other similarly operating devices, entry into the Internet so that everyone can access it at a time and place of their own choosing, as well as closed networks, the creation of a backup copy and archive of the Platform,

    • specifying the name of the Platform under which it will be used.

  4. The Customer shall not be entitled to grant further access (and if the Platform is installed on the Customer’s infrastructure a further licence) to the Platform to third parties, including franchisees or entities affiliated with the Customer. The Customer is not entitled to transfer the rights held under the Agreement to a third party.

  5. For the removal of possible doubts, BOTWISE.IO confirms that the purpose of granting access (licence) is to structure the Customer’s right to the Platform in such a way that it allows the Customer to use the Platform to the full extent of its functionality. This means that the Customer is not entitled to make changes, alterations, adaptations, translations, elaborations of modifications to the Platform or to use such elaborations.

  6. The expiry of the Agreement shall result in the termination of the right to use the Platform and, if the Platform is installed on the Customer’s infrastructure, the termination of the licence.

  7. The Customer is not authorised to modify by translating, undertaking or authorising actions to reverse engineer, disassemble or decompile the Platform.

  8. To the fullest extent permitted by law, BOTWISE.IO is not responsible for the content posted by the Customer on the Platform. In the event that a third party makes claims against the Customer for infringement of its intellectual property rights in the Platform or parts thereof, the Customer undertakes to notify BOTWISE.IO of such claims without delay, but no later than within 7 (seven) days of the third party making the claim.

REMUNERATION

  1. The remuneration for the Services shall be payable in advance before the commencement of the Services and, in the case of remuneration for further billing periods, before the commencement of the month for which remuneration is due (by the last day of the preceding month).

  2. Unless the parties have agreed otherwise, the Client shall pay BOTWISE.IO remuneration in the amount of __________________ PLN net (in words: _______________________________ PLN) for a given settlement period (by which is meant a calendar month) for making the Platform available on one user account. When submitting an order to conclude the Agreement the Client shall indicate the number of accounts on which he/she wishes to use the Platform.

  3. The remuneration referred to in paragraph 1 above shall include remuneration for:

    • administrative services,

    • to grant access and, if the Platform is installed on the Client’s infrastructure, a licence,

    • the implementation and provision of the Platform (unless this has been done under a separate agreement).

  4. If the number of user accounts is increased by the Customer in relation to the number specified at the beginning of the Agreement, the Customer is obliged to pay additional remuneration to BOTWISE.IO for each newly created user account in the amount of _________ PLN net (in words: ________________ PLN). The remuneration due for the newly created user accounts will be increased by the amount of the VAT invoice issued for remuneration for the next settlement period.

  5. The remuneration will be payable on the basis of a VAT invoice issued by BOTWISE.IO. The VAT invoice will be issued on the fourteenth day of the month preceding the settlement period in which the Services are provided.

  6. Payment of the remuneration will be made to the bank account of BOTWISE.IO indicated on the VAT invoice within 14 (fourteen) days from the date of issue of the VAT invoice.

  7. The Customer agrees that BOTWISE.IO may issue VAT invoices without the Customer’s signature, as well as send them electronically to the e-mail address indicated in § 8 of the Terms and Conditions.

  8. BOTWISE.IO will grant a 20% price reduction to the Client if payment is made in advance for one year of Services provided by BOTWISE.IO. If the number of user accounts in a given month exceeds the number specified by the Client at the conclusion of the Agreement, the Client will be obliged to pay additional remuneration to BOTWISE.IO according to the principles set out in paragraph 4 for additional user accounts (at the rate without the discount referred to in the previous sentence). The additional remuneration shall be payable under the rules set forth in this paragraph, i.e. by BOTWISE.IO issuing a VAT invoice covering the remuneration due to BOTWISE.IO for the additional number of user accounts for a given settlement period.

  9. In the case of taking advantage of the price reduction referred to in paragraph 8 above, BOTWISE.IO will issue a VAT invoice on the date of conclusion of these Terms and Conditions with a 7-day payment period. If the Client fails to make payment in full, BOTWISE.IO will be entitled to suspend the provision of the Services for a period of time until payment in full is received.

  10. If the Client fails to make timely payment of the amount due, BOTWISE.IO will have the right to suspend the provision of the Services in the next billing period for the period until the date of receipt of payment. BOTWISE.IO shall be entitled to accrue remuneration for the duration of the Terms and Conditions, regardless of the possibility of withholding the Services.

  11. Due to the suspension of the provision of Services as a result of the circumstances referred to in the Regulations, the Customer is not entitled to any claims against BOTWISE.IO, including in particular a claim for a reduction in the remuneration referred to in paragraph 1.

DUTY OF CONFIDENTIALITY

  1. The Parties undertake to keep secret and not to disclose to third parties any information and any data about the enterprise and clients of the other Party not disclosed to the public by the Party to which these data and information relate, in particular commercial, financial (including in particular information about the amount of remuneration due to BOTWISE.IO, if it differs from that indicated in the Regulations), organizational, technical, technological, acquired by the Party in the course of or on the occasion of the performance of these Regulations (Confidential Information).

  2. The obligation specified in sec. 1 does not apply to:

    • Information that is or has become generally known through no fault of the disclosing Party,

    • providing information at the request of the court, prosecutor’s office, tax authorities or inspection authorities and in other cases, when such disclosure is required by applicable law,

    • the transmission, disclosure and use of which has been expressly agreed to by the other Party in writing or in a document (for example, by sending an e-mail) under pain of nullity.

  3. The Parties agree that third parties are entities other than advisers, including legal or tax advisers of the Parties, as well as entities with whom the Party cooperates under civil law contracts, whose access to Confidential Information is necessary due to the conclusion or implementation of the Agreement. The provision of Confidential Information to such persons is permissible on condition that they are informed in advance of the confidential nature of such information and are obliged to keep it confidential under the principles set forth in these Regulations.

  4. The Parties undertake not to use Confidential Information for any purpose other than for the performance of the Agreement. The use of Confidential Information in a manner other than that specified in the preceding sentence, including making it known to third parties as well as its publication, any other dissemination, is not permitted without the prior written consent of the other Party under pain of nullity, subject to the provisions of paragraphs 2 and 3.

  5. The Parties undertake to take appropriate steps and apply appropriate measures to ensure adequate protection of Confidential Information.

  6. Each Party undertakes, at the request of the other Party, to immediately return, no later than within 5 (five) days of receiving the request, all materials containing Confidential Information, in particular notes, instructions, documents, containing Confidential Information, and in the event of receiving them in electronic form to delete them permanently, and to make a declaration that it has not kept any copies thereof and that the knowledge and information acquired will not be used.

  7. The obligations under this paragraph shall bind the Parties for three years after the expiry of the Agreement.

  8. If the Client breaches the obligation to keep Confidential Information secret, the Client will be obliged to pay BOTWISE.IO a contractual penalty in the amount of __________ PLN (in words: _____________________ PLN) for each single breach, which does not exclude the possibility of requesting compensation for damage if its amount exceeds the contractual penalty.

CONTACT PERSONS AND NOTIFICATIONS

  1. Unless the Agreement, Regulations or mandatory provisions provide otherwise, all communication between the Parties regarding the Services and the Agreement may be made by e-mail to the following addresses:

    • for BOTWISE.IO:jan@botwise.io and dariusz@botwise.io,

    • for the Costumer: the address from which the Customer communicated in connection with the conclusion of the Agreement.

  2. All correspondence between the Parties shall be made using the acknowledgement of receipt function to all e-mail addresses of BOTWISE.IO indicated in this paragraph. Omission of any of the email addresses will result in the correspondence not being deemed effectively delivered to BOTWISE.IO.

  3. The day on which the sender enters the information into the computer system shall be deemed to be the day of notification, declaration of intent in the form of an e-mail message.

  4. A change of email addresses shall not constitute an amendment to the Terms of Use, but the Parties undertake to inform each other of any change of such data and addresses. The notification shall be effective from the moment of its delivery to the Party to which it is addressed. If this obligation is not fulfilled, the correspondence sent to the address last indicated by a given Party shall be deemed effectively delivered.

  5. The Customer represents, and BOTWISE.IO acknowledges, that the person sending the email from the Customer’s address indicated above is authorised to make binding statements of intent on the Customer’s behalf.

SUPERIOR FORCE

  1. BOTWISE.IO will not be liable for non-performance or improper performance of the Services resulting from Force Majeure.

  2. BOTWISE.IO referring to the existence of an obstacle referred to in paragraph 1 above, if - due to the nature of the Force Majeure event - it is possible, it is obliged to immediately, i.e., within 7 (seven) days from its occurrence, notify the Customer via e-mail about the occurrence of Force Majeure and the impact of this obstacle on your ability to perform the Services.

DURATION AND TERMINATION OF THE CONTRACT

  1. Either Party shall have the right to terminate the Agreement subject to one month’s notice effective at the end of the calendar month following the month in which the declaration of intent to terminate was made.

  2. BOTWISE.IO shall be entitled to terminate the Agreement without notice in the event of a gross breach of the Agreement by the Customer, which shall be considered in particular: (i) breach of the obligation to keep Confidential Information confidential (ii) use of the Platform in a manner contrary to the law or the provisions of the Agreement, including posting illegal content or content that infringes the rights of third parties (including intellectual property rights), (iii) attempts to decompile, disassemble or modify the Platform.

  3. A notice of termination of the Agreement or its termination without notice must, in order to be effective, be sent to all email addresses indicated in § 8 of these Terms and Conditions using the acknowledgement of receipt function.

  4. Notwithstanding the termination of the Agreement for any reason, all arrangements and agreements which by their nature remain in force after termination or which are to be performed or complied with after termination shall remain in force after termination of the Agreement, in particular the provisions relating to the obligation to keep the Confidential Information secret, the provisions relating to the possibility of imposing contractual penalties on the Client shall remain in force.

  5. If the Customer takes advantage of the discount referred to in § 6 of the Terms and Conditions granted to him/her in connection with payment in advance for the entire year of provision of the Services, the Customer shall not be entitled to make a declaration of intent to terminate the Agreement before the expiry of one year from the date of commencement of the Services.

  6. If the Customer takes advantage of the discount referred to in § 6 of the Terms and Conditions granted to him/her in connection with the payment in advance for the entire year of provision of the Services, BOTWISE.IO is entitled to make a declaration of intent to terminate the Agreement also before the expiry of one year from the date of commencement of the Services.

OUTSOURCING OF DATA PROCESSING

  1. The Customer is a data controller within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (Dz. EU. L. of 2016 No. 119), hereinafter: the RODO and the Act of 10 May 2018 on the protection of personal data (Journal of Laws 2018, item 1000), hereinafter: the Act, and entrusts BOTWISE.IO with personal data for processing, under the principles and for the purpose specified in the Regulations in a data set named contractors and employees. The entrusted data includes ordinary data of the Client’s contractors and the Client’s employees such as: name and surname, occupied position.

  2. The Client declares that as a controller it has all the infrastructure resources (including technical and organisational measures), experience, knowledge and qualified personnel necessary to secure personal data in accordance with the provisions of European Union and Polish law on personal data protection in force at the time, in particular RODO and the provisions of Polish law regulating the manner and scope of its application or supplementing the regulations contained therein.

  3. To the maximum extent permitted by law, all personal data posted, stored, made available on the Platform shall be the sole, full responsibility of the Client.

  4. BOTWISE.IO undertakes to process the personal data entrusted to it in accordance with the Regulations, the RODO, the Act and other generally applicable laws that protect the rights of data subjects.

  5. BOTWISE.IO acts within the scope of the Client’s lawful instructions and processes the entrusted personal data only for purposes related to the execution of the Agreement and only to the extent that is necessary for its execution.

  6. BOTWISE.IO does not perform any other operations on the personal data entrusted to it except for storing and archiving them for the duration of the Contract.

  7. BOTWISE.IO applies security measures that meet the requirements of the RODO.

  8. BOTWISE.IO also declares that the persons employed to process the entrusted personal data have been granted authorisations to process the personal data and that these persons have been acquainted with the regulations on personal data protection and with the responsibility for their non-compliance, have undertaken to comply with them and to maintain indefinitely the confidentiality of the processed personal data and the ways of securing them.

  9. BOTWISE.IO shall, upon termination of the processing services, at the Customer’s option, erase or return to the Customer all personal data and delete all existing copies thereof, unless specific legislation mandates the retention of personal data.

  1. The customer grants BOTWISE.IO a free, non-exclusive, territorially unlimited, and time-unlimited license to use the Customer’s trademark as part of the business activity conducted by BOTWISE.IO for information, marketing, advertising, and promotional purposes in the following fields of use:

in terms of recording and reproduction - entering the memory of a computer and other similarly operating devices, entering the Internet so that everyone has access to it at a place and time chosen by them, and to closed networks, making a backup, made available on the website the BOTWISE.IO website in the Customers tab, and on all kinds of social networks, such as Facebook, Instagram, Twitter,

within the scope of dissemination - use in whole or in part in any form for advertising, marketing and promotional purposes, public disclosure, public reproduction in any size, configuration, combination with other logos, matching with logos/logotypes of other BOTWISE.IO customers, supplementing with any slogans, also by placing them in any press materials.

FINAL PROVISIONS

  1. Polish law shall exclusively govern the Rules and Regulations (including their interpretation and performance), the legal relationship arising therefrom and all other matters related to the Agreement (including those not regulated herein).

  2. The Rules and Regulations are drawn up in the Polish language. In the event that it is also drawn up in another language and there is a discrepancy between the Polish version and the version drawn up in the other language, the Polish version shall prevail.

  3. All disputes related to the Agreement, including those concerning its conclusion, performance or non-performance, effectiveness or validity, shall be resolved exclusively under Polish law. Such disputes will be resolved through negotiations. If the Parties fail to reach an agreement within one month from the commencement of negotiations or within any other agreed time limit, each of them may submit the matter to be settled exclusively by the courts having jurisdiction over the registered office of BOTWISE.IO.

  4. If any provision of the Terms and Conditions (or part thereof) is or becomes invalid or ineffective, the remaining provisions shall remain valid and effective. The invalid (ineffective) provision and the remaining provisions of the Rules should be interpreted as closely as possible to the purpose of the invalid (ineffective) provision.