Terms & Condition

Respondo.ai

‍ Respondo BV, registered with the Dutch Chamber of Commerce under registration number 92575382 ("Respondo.ai" or "we"), is the provider of the Respondo.ai solution, a customer engagement platform that helps companies create meaningful interactions with their customers by centralizing customer conversations into one software solution and automating repetitive tasks. The Respondo.ai solution can be linked to third-party communication services, software, and/or data sources already used by you or the customer (including its end users). The customer (including its end users) or you is hereinafter referred to as the "Customer" or "you".

Applicability

These general terms and conditions apply to the Respondo.ai solution and to all other services and products that Respondo.ai offers or may offer to the Customer ("Service" or "Services"). These general terms and conditions, together with the Data Processing Addendum, Beta Tester Addendum, applicable (online) offers, and customer-specific terms, as well as any expansion, extension, or amendment thereto, form the full agreement between Respondo.ai and the Customer ("Agreement").

In case of any deviations between these general terms and conditions and the applicable Data Processing Addendum, Beta Tester Addendum, (online) offers, and customer-specific terms (e.g., on pricing, packaging, renewal, etc.), any expansion, extension, or amendment thereto, these general terms and conditions shall prevail, unless otherwise agreed between Respondo.ai and the Customer in writing. If you have any questions, please feel free to contact us using the contact details indicated on our website: www.respondo.ai.

The Respondo.ai Solution

The Respondo.ai solution is a versatile product and offers the Customer the option of activating various features and realizing connections with third-party communication services, software, and/or data sources that the Customer may already be using ("Third-Party Connections").

The Respondo.ai solution is made available to Customers (and their end users) through a paid subscription model. Upon creating an account, the Customer can choose and activate their preferred subscription model. The details provided by Respondo.ai explicitly outline the features, services, and the number of conversations included in the subscription model, such as a predefined limit on conversations.

Users - Each activated subscription model includes an unlimited number of end-user accounts, for which no additional costs are charged.

Features and Add-ons - Not every available feature is automatically included in a chosen subscription model; some may be offered in a different subscription model or as standalone options that can be activated by the Customer ("Add-ons").

Conversations - An activated subscription model may include a certain number of conversations. If the Customer wishes, they can purchase or commit to additional conversations.

Third-Party Communication Providers - If the Customer wishes to use certain third-party communication providers (such as, but not limited to, Meta, Twilio, etc.), they can connect such third-party services, software, and/or data sources to the Respondo.ai solution.

Additional Services - The Customer has the option to request additional services from Respondo.ai, which may include, but are not limited to, onboarding services or other services. Details on these and the services provided by Respondo.ai are clearly outlined on our website www.respondo.ai.

Free Trials

Respondo.ai may from time to time choose to offer (new) customers free trials or preview periods. The length of these trials and any additional terms and conditions associated with such trials shall be displayed where the Customer can register (for instance: only new customers may opt for a free trial). Such specific terms shall apply to the free trials in addition to the Agreement.

During a free trial, certain Services may be limited. If you wish to make full use of our Respondo.ai solution, you may enroll for a paid subscription to activate more features. If you do not cancel the free trial subscription during the free trial period, the subscription will automatically terminate at the end of the free trial period, and access will be suspended or ceased unless indicated otherwise by Respondo.ai.

Respondo.ai may offer the Customer at its sole discretion certain benefits such as discounts on subscription fees, extension in subscription terms for no extra payments, with regard to the Services. Such benefits are not transferable and may have an expiry date. If they do not have an expiry date, they will expire upon completion of six (6) months from their date of offer.

Provision of the Services

Respondo.ai will make reasonable efforts to provide the Services according to the Agreement, all with due care and professionalism. Respondo.ai may request certain information or support from the Customer and its end users which must be provided on first request, to enable the correct and timely provision of the Services. Insofar as Respondo.ai has communicated delivery terms, these are always to be considered as indicative in nature.

Respondo.ai may engage third parties in the performance of its obligations under the Agreement. Should this involve any additional costs to be borne by the Customer, these costs will only be at the Customer’s expense if agreed upon in advance. Respondo.ai shall at all times remain responsible for the proper performance of its obligations under the Agreement when engaging third parties. Please note that Respondo.ai is not responsible for the provision of services (including the applicable terms and conditions) of any Third-Party Connections, Third-Party Communication Providers, or any other third-party providers at the Customer’s request. Furthermore, in addition to the terms of the Agreement, the Customer or its end users may have already accepted or need to accept and adhere to terms used by any of such third-party providers. It shall be the Customer’s own responsibility to adhere to such terms, as non-compliance may result in suspension of services by these third-party providers, permanent bans, or other limitations that prevent the Third-Party Connections or other extensions from working properly.

If the Customer requests additional services, which go beyond the scope of the Agreement and the Services included therein, then Respondo.ai may decide to issue an offer and charge an additional fee for such additional services.

Access

To access and make use of the Services, the Customer must register for an account by providing the information requested in the registration process, whereby these terms and conditions will be made available to the Customer. This account enables the Customer to create end-user accounts.
End-user accounts are personal and may not be shared with other persons. The Customer may only create end-user accounts for persons who work for or are engaged by the organization of the Customer. The Customer is solely responsible for selecting and administering end-user accounts, setting appropriate usage rights and limitations, and for ensuring that its end users at all times abide by these terms and conditions. Respondo.ai may assume that every action performed from any end-user account is done under the Customer’s direction and supervision. The Customer shall therefore be bound by any acts, including but not limited to additional purchases and any over-use, performed via end-user accounts.

Each account is protected by means of a username and a (self-selected) password. Login details must always be kept strictly confidential. Where Respondo.ai offers additional security measures such as 2-factor-authentication, Respondo.ai recommends activating these. In the event of unauthorized use or a suspicion thereof, the Customer and its end users must take the measures reasonably available and required to prevent any further unauthorized use (for example by changing the password). In addition, Respondo.ai must be informed thereof immediately, in any case as soon as possible.

In case Respondo.ai has reasons to believe the end-user accounts are shared or used by other non-authorized third parties, or otherwise contrary to these terms and conditions, Respondo.ai may decide to disable access thereto without giving notice to the Customer.

Third-Party Connections, Integrations, APIs, and Other Features

The Respondo.ai solution offers you the option of Third-Party Connections or - as the case may be - other integrations and features as already used by the Customer. Depending on the Third-Party Connection or other integration and feature at hand, the connection can be realized by means of an API provided by Respondo.ai or the third-party provider or via other techniques. It is always up to the Customer or its end users to decide whether to link and connect third-party software to the Respondo.ai solution or not. Depending on the Customer’s activated subscription model, some Third-Party Connections, integrations, APIs, or other features may not be available to the Customer. If the Customer desires a connection, integration, or other feature that is not possible under the active subscription model, the Customer may change its subscription model (or activated add-ons) to where such a feature is available.

Unless otherwise indicated, Respondo.ai may offer access to its APIs. Where desirable, Respondo.ai will provide the Customer with the available technical documentation and, if required, the necessary self-generated API key(s). These API key(s) must always be kept strictly confidential. The API may only be used in accordance with Respondo.ai's specifications, limitations, and any other usage rules set (such as a fair use policy). These terms may be introduced and changed at any time during the term of the Agreement. The Customer is solely responsible (and liable) for the correct implementation of any Third-Party Connection, integration, the APIs, and/or other available features in its own IT-infrastructure.

Respondo.ai may from time to time amend its APIs to change or improve the functionalities. Respondo.ai may also temporarily or otherwise disable the use of the APIs, as far as reasonably possible with prior notice, to remedy failures. If Respondo.ai has reasons to believe that any (envisaged) adjustments will change the technical interface and may affect the Customer in its operation, Respondo.ai will endeavor to timely inform the Customer thereof. Respondo.ai shall endeavor to keep all relevant technical documentation up to date.

Third-Party Connections, integrations, APIs, or other features may depend on adequate cooperation of the third-party software providers. These providers may unilaterally decide to no longer support such connections and/or to change their API or other features. Respondo.ai shall always endeavor to encourage these third parties to maintain the relevant connection but cannot give any guarantees in that regard. Respondo.ai is not responsible nor liable either directly or indirectly for any damages resulting from Third-Party Connections, integrations, APIs, or other features that are no longer working properly or unilaterally changed, canceled, blocked, or suspended by a third-party software provider. The Customer shall not be entitled to any refunds on such occurrence.

Fee

The Customer shall owe a certain fee for the Services rendered under the Agreement, which may consist of one or several components, including but not limited to a monthly or annual subscription fee, conversation bundles, additional end-user accounts, or activation of certain Third-Party Connections, features, add-ons, and/or paid services offered by Respondo.ai, all of which are detailed and displayed on the website www.respondo.ai.

Depending on the use of the Services the amount of the fee(s) and the components it consists of may change during the term of the Agreement. The applicable fees and the method of calculation are transparently presented, communicated, or disclosed to the Customer or end users before the invoicing process occurs. Should the Customer exceed the initially agreed-upon number of conversations, they may incur an additional fee for such excess usage, with prior notification given to the Customer. Fees based on actual use may be offset against the balance in the Customer’s account, or if insufficient, invoiced separately monthly in arrears.

Respondo.ai is entitled to invoice the Customer in advance. Fees are non-refundable. Respondo.ai shall be entitled during the term of a current subscription to invoice the Customer on a pro rata basis for the remaining period of the Customer’s subscription term for additional Services purchased (such as extra end-user accounts, add-ons, and/or other expansions).

Respondo.ai has the right to amend any applicable fees (including but not limited to additional fees and recurring fees such as subscription fees) and shall provide the Customer notice of such at least two (2) weeks before the change takes effect. All fees mentioned are in euros and exclusive of VAT unless clearly indicated otherwise.

Payment through Linked Payment Method

The fees owed by the Customer are to be paid by means of one of the payment methods that are accepted by Respondo.ai. During the term of the Agreement, Respondo.ai may decide to no longer support certain payment methods of which Respondo.ai will timely notify the Customer. In such a case, the Customer is required to provide timely payment via a different available payment method as used by Respondo.ai.

The fees owed will be collected using the payment methods the Customer has linked in its account or has selected when making the purchase of the (additional) Services. If the fees owed cannot be collected using the linked payment method, Respondo.ai will notify the Customer giving the Customer the opportunity of paying via a different available method as used by Respondo.ai. The Customer must do so within a maximum of five (5) calendar days of Respondo.ai's request to that end unless a different period is mentioned in that request. In case no payment has been received by Respondo.ai, Respondo.ai may remind the Customer and request payment. Respondo.ai has the authority to promptly suspend the Services, either partially or entirely, if payment is not received on time or if the Customer initiates a chargeback after payment.

Payment through Account Balance

Respondo.ai offers the Customer the possibility to deposit amounts to top up its account balance. The deposited amounts are non-refundable unless indicated otherwise. The Customer and its end users may use this balance to pay for certain Services but may not be used for payment of the subscription fees unless authorized by Respondo.ai. It shall be the Customer’s responsibility to maintain a sufficient amount for the payment of recurring Services. In case the balance is maxed out, Respondo.ai shall be entitled to suspend the provision of the respective Services without notice.

Payment on Invoice Basis

In cases where Respondo.ai issues an invoice for payment other than by means of a linked payment method, the Customer will be obliged to pay the amounts stated therein in accordance with the instructions on the invoice. The payment term of this invoice will in such a case be fourteen (14) days from the invoice date unless the invoice states a different payment term. The Customer will be in default by operation of law in the absence of payment at the time payments are due, without prior notice of default being required.

Right of Use

Subject to the timely payment of the agreed-upon fees, Respondo.ai grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service solely within its own organization by the end users for the agreed-upon term. The extent of the use is limited to that which is described in the Agreement and partly depends on any additional features, conversation bundles, or additional features and services the Customer or its end users have activated and/or purchased.

All intellectual property rights regarding the Services (including the Respondo.ai solution) or any other materials or services provided by Respondo.ai remain vested in Respondo.ai or its licensors. The source code of the Services (including but not limited to the Respondo.ai solution) will never be made available to the Customer.

Data

The data that the Customer and its end users store or process via the Services will remain the property of the Customer and/or its end user. Respondo.ai will acquire a limited right of use thereof insofar as this is necessary to provide the Services in accordance with the Agreement. Respondo.ai is allowed to use the data generated whilst using the Services (usage data) for the benefit of statistical analyses and/or benchmarking and to monitor the use of and to improve the Services.

Rules of Use

The Services shall not be used for actions that are contrary to applicable laws and regulations, such as but not limited to in the field of protection of personal data. It is not permitted to make the Services available to third parties for these third parties' own use in any way (this does not include a third party engaged by the Customer for the benefit of an integration that is approved by Respondo.ai e.g. Third-Party Connections) or use the Service in such a manner that this causes a nuisance to or hinders Respondo.ai, its Customers, or end users, for example by uploading or downloading large quantities of data or making excessive use of the Service.

Furthermore, you and your end users shall not interfere with, damage, or otherwise disrupt the Services (including any parts thereof) or any software used in connection with the Services. In addition, the Services may not be used to (i) publish or store information in violation of copyright or other intellectual and industrial property rights; (ii) assist others in violating third-party rights, for example by linking to hacking tools or tutorials for committing computer crimes that are clearly written to carry out criminal acts (and not to defend against them); (iii) violate the privacy of a third party, for example by distributing their personal data without permission or clear need or the harassment of third parties with unsolicited communications (e.g., spam, including (a) sending a communication to contact details obtained through surreptitious methods, including through a purchased, rented, or borrowed contact details list; (b) with a misleading or false: name, address, email address, or subject line; (c) that uses or contains a forged header). (iv) involve unreasonable or disproportionate use of the infrastructure of Respondo.ai or third parties’ computer systems; (v) involve manual or automated software, devices, or other processes to “crawl”, “spider” or “scrape” any content available within the Services; (vi) impersonate anyone else, for example, by logging into someone else's account; (vii) use indecent language; swearing, stalking, threatening, flooding (repeating the same text); or (viii) in any other way use the Services (or any parts thereof) in a manner that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous, and/or contrary to and in violation of applicable law and regulations.

If Respondo.ai finds that the Customer or its end user(s) have violated any of the above conditions or receives a complaint about the same or similar, it will give the respective user a warning. If this does not lead to a satisfactory solution, Respondo.ai itself may intervene to end the violation, including terminating the Agreement. If, in the opinion of Respondo.ai, the operation of Respondo.ai's computer systems or network, third-party computer systems or networks, and/or service provision is hindered or at risk, in particular as a result of excessive amounts of data being sent, Respondo.ai is authorized to take any measures it reasonably deems necessary including terminating the Agreement.

Availability, Maintenance, Changes

Respondo.ai endeavors to keep its Services available as much as possible but cannot guarantee uninterrupted availability unless agreed by means of a separate service level agreement. Respondo.ai uses its best efforts to perform maintenance with regard to its Services. Maintenance includes patches, updates, and upgrades installed at Respondo.ai's sole discretion in order to increase performance and/or the security of the Services. Respondo.ai endeavors to notify the Customer in advance when planned maintenance is expected to have an impact on the availability of the Services. Where possible, maintenance will take place when use of the Services is averagely low (based on the use of all the Customers). However, urgent maintenance may be performed at any time.

Respondo.ai may from time to time change, add or remove features and functionalities of its Services. Suggestions and feedback from the Customer are welcome, but ultimately Respondo.ai will decide which functions and features will be added, changed, or removed. If you or an end user sends Respondo.ai information, e.g., feedback about an error or a suggestion for improvement, you also give Respondo.ai an unlimited and perpetual right to use this information for the improvement of the Services and any other purpose Respondo.ai wishes to use such information for. In some cases, the Service can be linked to third-party software (whether or not via Third-Party Connections, integrations, API, or other features). Respondo.ai is authorized to no longer maintain or to amend or cancel links with third parties and third-party software at its own discretion. Please also note that these third parties may do the same.

Support

The Services are provided in combination with the support Respondo.ai offers through its website. In addition, Respondo.ai will make certain technical documentation available, which the Customer can use for the implementation of the Service at its own expense and risk. Should the Customer require additional support, Respondo.ai shall always be prepared to determine to what extent it is willing to provide such support, free of charge or against payment.

Term, Renewal, and Termination

The term of the Services provided under the Agreement is specified in the offer of Respondo.ai, during the registration process, and in the Customer’s account, as well as in the applicable subscription model on the website www.respondo.ai, all of which are laid down in the Agreement including these terms and conditions.

If no specific term has been agreed upon, the respective Service will be provided for an indefinite period of time. In such a case, the Customer may terminate the respective Service at any given moment at the end of the calendar month following the month in which notice is received, unless indicated otherwise.

If a specific term has been agreed upon, for example, a minimum period for a paid subscription, the respective Service cannot be terminated in the interim. Unless indicated otherwise, Services provided for a specific term will be automatically renewed with successive terms equal to the initial term, unless the Customer has terminated the Service at least 14 (fourteen) days before the moment of renewal. For instance, a subscription for a period of 12 (twelve) months will, at the end of that period, automatically renew for additional periods of 12 (twelve) months, until terminated.

Respondo.ai may cancel, suspend or terminate the Agreement or specific Services provided thereunder with immediate effect in the event that the Customer fails to comply with any obligation under the Agreement which failure is not capable of remedy within a reasonable period of time, at Respondo.ai’s discretion, or if its liquidation is petitioned for, it is granted a moratorium or the Customer's activities are discontinued or liquidated.

Upon termination, expiry, or dissolution of the Agreement, Respondo.ai will be entitled to deactivate and permanently remove all (Customer and end-user) accounts and associated data after six (6) months from the date of termination, expiry, or dissolution of the Agreement. The Customer shall in no event be relieved from its obligation to pay any accrued or payable (subscription and additional) fees to Respondo.ai prior to the termination, expiry, or dissolution of the Agreement.

Amendment of the Agreement

Respondo.ai reserves the right to amend or supplement the Agreement, including these terms and conditions. Amendments will be announced in writing or via the Customer's account, at least 14 days before the amendments take effect. Non-substantive minor amendments, as well as changes in connection with changes in laws and regulations, can be implemented at any time, without requiring notification. If the Customer does not wish to accept an amendment, it must inform Respondo.ai thereof within seven (7) days of the notification, in writing and with substantiation, in the absence of which this amendment will be considered to have been accepted. Use of the Services by the Customer after the effective date will be regarded as acceptance of the amended conditions. Amendments that do not require notification as referred to above do not entitle the Customer to terminate the Agreement.

Processing of Personal Data

When the Services are used, certain personal data may be processed. Insofar as Respondo.ai carries out the processing on the instruction of the Customer and, as such, acts as the 'processor' within the meaning of the General Data Protection Regulation (EU) 2016/679 ('GDPR'), both parties acknowledge that this processing takes place according to the arrangements laid down in the Data Processing Addendum that fully applies and has been included as an Appendix to these terms and conditions.

Confidentiality

Respondo.ai and the Customer will treat any information that they provide each other before, during, or after the performance of this Agreement as confidential if such information has been marked as confidential or if the receiving party is aware or should reasonably assume that the information was intended to be confidential. The Customer and Respondo.ai will also impose this obligation on their employees, as well as on any third parties engaged by them for the purpose of fulfilling the Agreement. In any case, the following information is considered confidential under the Agreement: Respondo.ai solution software, any features and/or integrations developed by Respondo.ai, API (keys), verbal or written information from Respondo.ai in the broadest sense, any of its documentation, data, drawings, benchmark tests, specifications, trade secrets, sensitive business information, object code, source code, production methods, processes, and technologies relating to current or future software, features, integrations, solutions of Respondo.ai, marketing and business strategies and policies which are indicated confidential or which the other party reasonably can assume that is confidential and all of Customer’s feedback and/or reviews of the Respondo.ai Services. Confidential information shall not include any information that (a) is or becomes generally available to the public other than as a result of disclosure by one of the parties; (b) is or becomes lawfully available to the other party's possession before receiving it from the other party and not subject to a confidentiality obligation; (c) is required to be disclosed pursuant to a judicial or governmental order or governmental regulations; (d) is obtained by the other party from any person other than a party and not subject to a confidentiality obligation, or (e) is independently developed by the other party without using confidential information.

Liability

Respondo.ai's liability for loss suffered by the Customer as a result of an attributable, irremediable, proven, and direct failure on Respondo.ai's part to comply with its obligations under the Agreement, or as a result of proven unlawful acts on the part of Respondo.ai, its employees or third parties engaged by it, that are not capable of remedy, is on a yearly basis limited to the amount actually paid out by the insurer of Respondo.ai which amount shall be capped to the amount, excluding VAT, the Customer has paid Respondo.ai within the framework of the Agreement in the three consecutive months prior to the loss-causing event. Respondo.ai will under no circumstances be liable for compensation of indirect, consequential loss or loss due to lost turnover or profits, loss of goodwill, loss due to delay or loss due to loss or corruption of data. Any limitation of liability included in the Agreement shall not apply in the event of intent or deliberate recklessness on the part of the management of Respondo.ai.

For there to be any right to compensation, the Customer must report the damages to Respondo.ai in writing as soon as possible after the damage has occurred within a maximum of one (1) week. Any claim for compensation shall be barred by the mere expiry of a period of six (6) months after the damage-causing incident has occurred. Liability on the part of Respondo.ai for an attributable, irremediable, proven, and direct failure to comply with the Agreement only arises if the Customer gives Respondo.ai proper notice of default in writing without delay, while providing Respondo.ai a reasonable term to remedy the failure, and Respondo.ai remains in default with its obligations after that term as well.

Nullity

If any provisions in the Agreement are declared null and void, this will not affect the validity of the entire Agreement. In such a case, Respondo.ai will replace that provision with one or more new provisions that will reflect the purpose of the original provision as much as is possible under the law.

Communication

In these terms and conditions, the term 'written' or ‘in writing’ also refers to communication by email or via accepted other electronic means, provided that the sender’s identity and the integrity of the message have been sufficiently established. The version of any communications received or stored by Respondo.ai – which includes communication via the Services – will be considered authentic, subject to proof to the contrary to be provided by the Customer.

Promotion

Respondo.ai shall be entitled to publicly describe the use case and its relationship with the Customer and may for this purpose use the trade name and trademarks, including logos, belonging to the Customer. In doing so, Respondo.ai shall at all times adhere to applicable confidentiality arrangements. Respondo.ai shall take into account any reasonable recommendations or requests of the Customer when Respondo.ai makes use of this right. Use by the Customer of Respondo.ai’s trade names and trademarks, including logos, is always subject to prior written permission from Respondo.ai.

Transfer

The Customer grants Respondo.ai the right to transfer the Agreement, in part or in full, to a third party without requiring further permission. Respondo.ai will inform the Customer in writing when such transfer has occurred. The Customer may only transfer this Agreement, in part or in full, after prior written permission from Respondo.ai.

Applicable Law

The Agreement is exclusively subject to Dutch law. Insofar as this is allowed under the law, the application of Section 6:227b subsection 1, Section 6:227c, Section 6:272, Section 7:402, Section 7:403, and Section 7:408 of the Dutch Civil Code is excluded. Insofar as mandatory statutory regulations do not prescribe otherwise, all disputes that may arise from the Agreement will be submitted to the competent Dutch court in the district in which Respondo.ai has its registered office unless Respondo.ai submits the dispute to a different competent court.

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