Terms Of Service

These General Terms and Conditions (hereinafter, “GTC”) govern the use of the platform or suite which works transforming a website into conversational experiences by creating and using a chatbot, as well as analysing the data obtained through the chatbot (hereinafter, “the Service”). The Service includes chatbots that can also be used on the main messaging channels. One of the aims of this Service is to obtain higher conversion rates and a unique experience for the visitors.

The Service is offered by ChatVic LLC, (hereinafter, “ChatVic”)  The use of the Services implies full acceptance by the Client of the GTC in force at the time of accessing the Service and, therefore, constitutes the contractual agreement between the Client and ChatVic.

ChatVic reserves the right to modify these GTC at any time, as well as any other applicable conditions, by informing the Client. The Client shall have the right to terminate his contract if he does not agree with the new conditions.     

The Services are intended for explicit and specific uses and purposes defined in this GTC, and in the specific terms and conditions, for which ChatVic is not responsible in the event that the Client sees their expectations frustrated, having attributed other uses, expectations or purposes outside the scope of the Services. In this case, the Client will not be entitled to any refund, nor shall request a refund of the amount of the Services from ChatVic.

The Client will indemnify, defend and protect ChatVic against any liability, damage or cost derived from a third party claim, regarding: (i) the Client's data and third party’s data collected by ChatVic, from on Client’s behalf; (ii)  the use of the Services by the Client, or users authorized by it, breaching this GTC or the specific terms and conditions, based on good faith and according to the Law; or (iii) the use of the Services by end users. 

ChatVic will only be liable for malicious and direct damages suffered by the Client, excludng lost profits, only if they have been caused directly by ChatVic, pursuant to a final judgement. The economic responsibility of ChatVic will in any case be limited to the amount corresponding to the price actually paid by the Client for the last six-month period corresponding to the Services that caused the claim, pursuant to a final judgement.

ChatVic offers a 99% uptime guarantee for the Client, considered by the 24h period. ChatVic may  compensate the Client for interruptions of the Services, in an amount equal to one day's value of the price paid by the Client, multiplied by each 24-hour period in which the Client experiences the interruption of the Services.

However, if the Services are interrupted for a period inferior to 24h, for a reasonable cause, to be understood according to the good faith and best practices, this compensation will not be due.

ChatVic will periodically measure the availability of the Services. ChatVic reserves the right to periodically change the measurement points and the methodologies used without notifying the Client.

In the event that ChatVic detects or becomes aware of an interruption of the Services, it will send interruption reports and periodic situation reports to the Client, with all the necessary information.

In the event that the Client makes a claim related to the availability of the Services, and ChatVic determines that there was no interruption of the Services, ChatVic will provide the Client with the relevant information to support this determination. ChatVic will make every effort to send Client a notification of scheduled maintenance as follows: (i) fourteen (14) days before scheduled maintenance and (ii) up to two (2) hours before emergency maintenance.

ChatVic reserves all intellectual property rights over its methodology, models and software. ChatVic declares that it has the appropriate authorizations and licenses to grant the software licenses, it assumes that it will be its exclusive account the payment of any other intellectual property rights and the payment of rights and compensation for such concepts. Likewise, the Client acknowledges the intellectual property of ChatVic on the methodology, models and software for the provision of the Services to the Client, not acquiring any intellectual property rights on the software or on the methodology and model.

Intellectual property rights, including reproduction, distribution, public communication and/or transformation, in any type of support or mode of exploitation, and industrial are reserved in favor of ChatVic, exclusively and worldwide, without limitation in time, that could be derived from the object of the provision of the Services agreed upon this GTC, including in any case the software. Consequently, the Client may not directly or indirectly.

The purpose of this clause is to regulate the relationship between the Client, in its capacity as Data Controller, and ChatVic, in its capacity as Data Processor. The Processor undertakes to process the personal data only in accordance with the instructions provided by the Client, and guarantees that the persons authorised to process the personal data undertake to respect confidentiality or shall be subject to confidentiality by statutory obligation.

‍Services and Duration - The term of this clause shall be equal to the duration of the provision of the Services contracted by the Client to ChatVic.

‍Nature and purpose of the processing. The processing of personal data shall be carried out solely and exclusively for the purpose of providing the Services.

 Type of personal data and categories of data subjects. The type of data to be processed are identification, personal characteristics and commercial information data. The category of data subjects are clients.

Obligations and rights of the Client (Controller). 
‍
‍a) Provide or allow the Processor access to the data in order to be able to provide the Services; 
b) Carry out a data protection impact assessment of the processing activities to be carried out by the 
     Processor, where applicable; 
c) Carry out the appropriate prior consultations; 
d) Ensure, prior to and throughout the processing, the Processor's compliance with the Regulations; 
e) Supervise the processing, including the performance of inspections and audits.

Obligations of the Data Processor

‍a) Process personal data only in accordance with documented instructions from the Client, including with respect to transfers of personal data, unless obliged to do so under Union or Member State law; in such a case, the Processor shall inform the Client of such a legal requirement prior to processing, unless such law prohibits it for important reasons of public interest; 
b) ensure that the persons authorised to process personal data have undertaken to respect confidentiality or are subject to a confidentiality obligation of a statutory nature; 
c) take all necessary measures in accordance with Article 32 GDPR; 
d) assist the Controller, taking into account the nature of the processing, by appropriate technical and organisational measures, where possible, to enable the Controller to fulfil its obligation to respond to requests aimed at exercising the rights of data subjects. In this case, the Data Controller must communicate this by email. The communication must be made immediately and in no case later than the working day following receipt of the request, together, where appropriate, with the information that may be relevant to meet the request. 
e) Assist the Client in ensuring compliance with the obligations set forth in Articles 32 to 36 GDPR, taking into account the nature of the processing and the information available to the processor; 
f) Unless otherwise instructed by the Client, to delete all personal data upon termination of the provision of the Services, as well as to delete existing copies, unless the retention of personal data is required by Union or Member State law; 
g) make available to the Client all information necessary to demonstrate compliance with the obligations set out in Article 28 GDPR, as well as to allow and assist in the performance of audits, including inspections, by the Client or another auditor authorised by the Client; 
h) immediately inform the Client if, in the opinion of the Processor, an instruction infringes the GDPR or other data protection provisions of the Union or the Member States 
i) to comply with any other obligation incumbent upon it under applicable data protection law; and 
j) Notify the Client, without undue delay and in any event not later than 48 hours, by email, of any personal data security breach of which it becomes aware, together with all relevant information for the documentation, resolution and communication of the incident.

‍‍The Client authorises ChatVic to subcontract with the following categories of data processors (all of which are ancillary services necessary to provide the Services): Providers of electronic communications and online office automation, hosting, SaaS services such as CRM/ERP, management, accounting, auditing and lawyers. Where the Processor uses another processor to carry out certain processing activities on behalf of the Client, it shall impose on that other processor, by contract, the same data protection obligations as those set out in these GTC. If such other processor fails to comply with its data protection obligations, the Processor shall remain fully liable to the Customer for compliance with the obligations of the other processor.e of the aforementioned software, for a use other than that specified in this GTC and/or the specific terms and conditions.

Intellectual property rights are reserved in favor of the Client, including the reproduction, distribution, public communication and/or transformation, in any type of support or exploitation modality, and industrial that could be derived from all the contents provided to ChatVic by the Client entered into the software. Consequently, ChatVic may not directly or indirectly dispose of any of the content or materials for use other than that specified in this GTC and/or the specific terms and conditions.

For the resolution of any question or dispute that may arise in the interpretation and/or fulfilment of these GTC, the Parties expressly submit to the jurisdiction of the Courts and Tribunals of the State of Florida. These GTC shall be governed by and interpreted in accordance with the laws of the State of Florida.