Business Terms and Conditions

definitions

In the following General Terms and Conditions (hereinafter referred to as the "Terms") the following definitions will be used:

1. "Chatbot Application" means an automated conversation using text, visual and non-visual means of communication, the purpose of which is to mediate communication between the Client's Customers and the Language Model, and a set of rules and settings according to which these means of communication and the Client's Customers' inputs are passed to the Language Model and its outputs are delivered to the Client's Customers via Chat or Messaging applications.
2. "Chat" means a user interface provided by the Provider enabling primarily text communication between the Client's Customers and the Chatbot.
3. "Messaging Application" means a third-party internet application providing its own users with text communication between the Client's Customers and the Chatbot.
4. "Service" means an internet application operated by the Provider, the main functionalities of which include the provision of Language Model output using Automated Conversations in Chat and Messaging Applications.
5. "Plan" means a guaranteed summary of the features and functionalities of the Chatbot application and Chat for a predetermined monthly fee to the Provider.
6. "Client" is a person who, by selecting and confirming the Plan, undertakes to pay the fee to the Provider, after which the Provider undertakes to provide the Service to the Client.
7. "Provider" is the company wingbot.ai s.r.o., with its registered office at Kavkazská 1377/7, Prague 10, Czech Republic, Company ID: 07289464.
8. "Cloud Services" means third-party services that the Provider uses to ensure the operation of the Service, including in particular AMAZON WEB SERVICES EMEA SARL, MongoDB, Inc., OpenAI, L.L.C. and EShop platforms.
9. "Client Customer" means a person who uses the Messaging Application or Chat and communicates with the Chatbot via Chat or the Messaging Application.
10. "Client Data" means any data or information that the Client provides in connection with the Service.
11. "Language Model" means a Large Language Model (LLM), a software application based on machine learning and artificial intelligence methods, provided by OpenAI, L.L.C., that generates text responses based on input data and information provided by the Chatbot Application.
12. "EShop Platform" means an internet application or a third-party software platform that is technically connected to the Messaging application and through which Chat is made available to the Client's Customer, in particular for the purpose of communicating with the Chatbot application. EShop platforms are in particular Shopify Inc. and Shoptet, a.s.
13. "Client Customer Data" means any data or information that a Client Customer provides in connection with the Service.
14. “Product Page” - the Service website on the corresponding EShop platform
    1. a.for Shoptet, a.s.https://doplnky.shoptet.cz/wingbot-ai-chatbot

In interpreting these Terms, the plural used for nouns and pronouns shall also include the singular, and conversely, the singular used for nouns and pronouns shall also include the plural, unless the context otherwise requires.

introductory provisions

1. Based on these terms and conditions, the Provider provides the Client with the Service and all services related to it.
2. The Provider provides the Service to the Client at its own expense and responsibility. The EShop platform is not the provider of the Service and is not responsible for the Service or its content.
3. The Client hereby acknowledges and expressly agrees that in relation to the Service, the EShop platform is not obliged to provide any support or maintenance services and is not responsible for settling claims of the User or any third party in relation to the Provider and/or the Services operated by the Provider, whether arising from liability for defects, damage caused or violation of legal regulations, in particular in the area of personal data processing or other rights.
4. The Provider hereby grants the Client a non-exclusive license (authorization) to use the Service.

obligations of the provider

1. The Provider undertakes to provide the Client with access to the Service and enable him to use the Chatbot application via Chat or Messaging applications in accordance with the Plan and this Agreement.
2. The Provider will operate the Service in a quality manner and will use all reasonable efforts to minimize any downtime, outages or disruptions that could affect the availability of the Service. However, the Provider reserves the right to schedule Downtimes in accordance with these Terms.
3. The Provider is entitled to modify or change the functionality, operation or features of the Chat, Chatbot application or Service, as long as this does not interfere with the features specified in the Plan.
4. The Provider may monitor and process the Client's Data and the Client's Customers' Data in order to ensure the performance of the Service and improve the quality of the Service.
5. The Provider will provide technical and support assistance to the Client to the extent specified in the Plan.
6. The Provider shall, to the best of its ability, secure the Client's Data and the Client's Customers' Data, which are stored on servers using Cloud Services, and ensure that all necessary security measures are taken.
7. The Provider will comply with all applicable laws regarding the protection of personal data and will manage and process personal data in accordance with applicable law and the Privacy Policy set out in these Terms.
8. The Provider is entitled to use all information and feedback provided by the Client or the Client's Customer to improve the Service.
9. The Provider is entitled to charge the Client fees for providing the Service in accordance with the Plan and agreed terms.
10. The Provider reserves the right to terminate the provision of the Service to the Client if the Client violates these Terms, fails to pay for the Service, or otherwise behaves irresponsibly or unethically.
11. The Provider undertakes to ensure the availability of the Service via the internet for at least 99% of all time in each calendar month. The availability period does not include planned Downtimes, force majeure or outages caused by Cloud services, Messaging applications or third-party EShop platforms.
12. The Service is considered available if it can be used properly, i.e. without any difficulties, failures or defects, for the purpose stated on its Product Page. The time for which standard outages and shutdowns last according to the following paragraph is not included in the total time for which the scope of availability is assessed.
13. The Provider is entitled to perform service outages between 3:00 a.m. and 10:00 a.m. These outages may be performed for a maximum of 10 hours per month. The Provider is obliged to inform the User of each planned outage at least 5 days in advance.

client obligations

1. The Client undertakes to pay the Provider the agreed fee for the provision of the Service in accordance with the Plan and the agreed terms. Payment will be made on time and in full.
2. The Client is obliged to provide correct and up-to-date information necessary for registration and use of the Service, including all required personal data.
3. The Client is responsible for protecting his/her login details (password) and maintaining its confidentiality. The Client acknowledges that he/she is responsible for all activities carried out under his/her login details.
4. The Client may not use the Service for any unlawful, offensive, immoral, harmful or unreasonable purpose. The Client is obliged to respect all applicable laws and regulations, including the protection of copyrights and intellectual property rights of third parties.
5. The Client is aware that the Service contains Cloud Services and other third-party services and agrees that the Provider bears no responsibility for their operation, security or any damage caused by their use.
6. The Client is obliged to report to the Provider any problems, malfunctions or deficiencies of the Service that may arise and to enable the Provider to eliminate them.
7. The Client acknowledges that all Client Data and Client Customer Data stored on servers using Cloud Services are managed and processed by the Provider in accordance with the Privacy Policy set out in these Terms and Conditions.
8. The Client agrees that the Provider may use his information and feedback to improve the quality of the Service.
9. The Client acknowledges that the Provider reserves the right to modify or change the functionalities, operation or features of the Chat, Chatbot application or Service, as long as this does not interfere with the features specified in the Plan.
10. The Client is obliged to comply with all other provisions of these Terms and Conditions and obligations set forth by law and to comply with the laws without delay.

liability for damages

1. The Provider is solely responsible for any defects in the Service to the extent that they have not been expressly excluded.
2. The Provider is liable for any damage or other harm arising from a breach of its obligations arising from the provision of the Service to the Client or from any contract concluded between the Provider and the Client regarding the Service.
3. The Provider is not liable to the Client and the Client's Customers for property damage, financial loss, loss of business, income or independently performed activities, loss of data, reputational damage or any other indirect, incidental, special or consequential damages caused by the Client's use of the Service or the Chatbot application via Chat.
4. The Provider is not liable to the Client and the Client's Customers for damages caused as a result of the use of or non-compliance with the Cloud Services, Messaging Applications, or third-party services, tools and library packages.
5. The Provider is not liable to the Client and the Client's Customers for damages resulting from unauthorized access to the Client's data, unless it was caused by the Provider's inability to ensure adequate security measures.
6. The Provider is not liable to the Client and the Client's Customers for damages caused by errors, outages or malfunctions of the Service that are not caused by the Provider's negligence or intentional actions.
7. The Provider is not liable to the Client and the Client's Customers for any damage caused by the Chatbot application via the Chat or Messaging application.
8. The Client acknowledges that the EShop platform, nor other Cloud services, are liable for any legal or factual defects of the Service, nor are they liable for any damage or other harm arising from the Provider's breach of obligations arising from the Agreement or these Terms and Conditions. The EShop platform is not liable for the level of availability of the Service, its current or future compatibility, nor for the conformity of the description of the Service's functionalities with the actual functionality of the Service.
9. The Client hereby expressly waives the right to compensation from the Provider for damages unintentionally or not due to gross negligence caused by a breach of the obligations set forth in this Agreement in connection with the provision of the Service.
10. In the event of a dispute or compensation settlement in connection with this Agreement, the Client and the Provider will first try to reach an amicable agreement. In the event that an agreement is not reached, the relevant disputes will be resolved before a court of the relevant legal system.
11. The Provider does not warrant that the Service, Chatbot application or Chat will be continuously available, error-free, free from viruses, bugs or other harmful elements. It is the Client's responsibility to maintain backups and protection of its own data in accordance with industry standards and practices.
12. The Client acknowledges that the Chatbot application only mediates communication between the Client's Customers and the Language Model and transmits to the Language Model information provided by the Client or the Client's Customers. The outputs of the Language Model are generated automatically and their content is by its nature unpredictable and may be inaccurate, incomplete or incorrect. The Provider shall not be liable to the Client or the Client's Customers for any damages, including property damage, financial loss, loss of business, income or self-employed activity, loss of data, reputational damage or any other indirect, incidental, special or consequential damages arising in connection with the Automated Conversation generated by the Language Model.
13. For the purposes of exercising rights arising from defective performance, the Provider provides the following contact email: bot@wingbot.ai

support and maintenance

1. The Provider undertakes to provide the Client with technical support via the email address bot@wingbot.ai. The contact details are also provided on the Product Page of the Add-on.
2. The Provider will respond to any inquiry sent by the Client on business days within 24 hours of receiving such inquiry.
3. The Provider further undertakes to ensure regular maintenance and updating of the Service, to the extent necessary to ensure the availability of the Service and to carry out activities aimed at detecting defects in the Service.

duration and termination of the contract

1. This Agreement between the Client and the Provider enters into force at the moment the Client confirms the selection and confirmation of the Plan.
2. The Contract is concluded for an indefinite period of time, unless otherwise agreed expressly or in writing between the Client and the Provider.
3. The Client has the right to terminate this Agreement at any time without giving any reason, by written notice to the Provider. Termination of the Agreement shall take effect upon the expiration of the billing period for which the relevant payment was made.
4. The Provider has the right to terminate this Agreement at any time, provided that it provides the Client with electronic notice at least 5 business days prior to the intended termination date.
5. In the event of termination of the Agreement, regardless of the reason for termination, the Client will comply with the obligations set forth in this Agreement until the date of termination of the Agreement.
6. In the event of termination of the Agreement, the parties will not claim any liability or damage arising from the termination from each other.
7. Termination of the Agreement shall not affect any rights or obligations of the parties which, by their nature, are intended to survive termination of the Agreement.
8. The Agreement will terminate automatically if the Client violates these Terms and Conditions and fails to pay the agreed fee for the provision of the Service.

personal data protection

1. The Client acknowledges that when providing the Service and using the Chatbot application, his personal data and the personal data of the Client's Customers may be processed in accordance with applicable laws regarding the protection of personal data.
2. The Provider undertakes to maintain the confidentiality of the Client's personal data and the personal data of the Client's Customers and to use them only for the purposes of providing the Service and fulfilling its legal obligations.
3. Personal data will be processed in accordance with the Provider's Privacy Policy, which is available on the Provider's website.
4. The Provider may transfer the Client's personal data and the personal data of the Client's Customers to third parties only if this is necessary for the provision of the Service, e.g. to Cloud service providers or other service providers involved in the operation of the Service. Third parties are processors of the Client's and the Client's Customers' personal data.
5. The client may request information about the processing of their personal data and, if inconsistencies or untruths are detected, they have the right to request correction or deletion of their personal data in accordance with relevant legal regulations.
6. The Client agrees that the Provider may use technologies for monitoring and analyzing the use of the Service in order to obtain anonymous statistical information about user behavior, which may be used to improve the Service.
7. The Client acknowledges that Internet communication and electronic data transmissions are not completely secure. However, the Provider undertakes to make every effort to ensure the security and protection of the Client's personal data, but the Provider cannot guarantee the absolute security of data transmission.
8. All information and personal data provided to the Provider will be processed and stored in accordance with applicable legal regulations on personal data protection.
9. The Client must read and agree to the Provider's Privacy Policy, which relates to the processing of personal data within the framework of providing the Service.

final provisions

1. These Terms constitute the entire agreement between the Client and the Provider and supersede all prior written or oral agreements or understandings between the Client and the Provider relating to the Service.
2. No change or modification of these Terms will be valid unless expressly stated and approved in writing by both parties.
3. The Client may not transfer, delegate or otherwise assign its rights or obligations under this Agreement without the prior written consent of the Provider.
4. The Provider reserves the right to unilaterally amend these Terms and Conditions, subject to the obligation to notify in accordance with the law. The Client will be informed in writing of the amendments and will have the right to withdraw from the Agreement without penalty within 30 days from the date of receipt of the notification of the amendment. If the Client does not terminate the Agreement within the specified period, the amendments will be deemed to have been accepted.
5. If any provision of these Terms is held to be invalid or unenforceable, this will not affect the validity and enforceability of the remaining provisions of these Terms.
6. If a dispute arises between the Client and the Provider in connection with the Contract, the parties shall first attempt to resolve the dispute amicably. If the dispute cannot be resolved by agreement, the competent court for the place where the Provider is domiciled shall be the competent place for dispute resolution.
7. This Agreement and the relations between the Client and the Provider are governed by and interpreted in accordance with the laws of the Czech Republic.

These General Terms and Conditions are hereby terminated and shall be effective from the moment of publication on the Provider's website wingbot.ai.