Chatbot Service Specific Terms

1. Definitions

The words and terms used herein shall have the same meanings set forth by the Agreement, unless otherwise dictated below. 

“Business Initiated Conversation” means a WhatsApp conversation that initiates from a business sending an End User an Electronic Message outside the 24-hour customer service window. Electronic Messages that initiate a business-initiated conversation will require a message template. Any change of such definition from a Third-Party Provider, including Facebook shall be applicable to the Customer with immediate effect.

“Conversation Channels” means any of the communication channels that are offered within the Unifonic Chatbot Services, including but not limited to WhatsApp, Facebook Messenger, and Twitter.

“Third Party Provider Terms and Conditions” means all terms, conditions, and policies that Unifonic is subject to at the date of acceptance of these Service Specific Terms or will be subject to at a later stage during the Term, by any Conversation Channel provider (such as Facebook or Meta), including but not limited to

• The WhatsApp Business Solution Terms (currently available at: https://www.whatsapp.com/legal/business-solution-terms), which incorporates without limitation, the WhatsApp Business Terms of Service (currently available at
  https://www.whatsapp.com/legal/business-terms/).
  
  
• The Twitter Terms of Service (currently available at: https://twitter.com/en/tos#us), and the Twitter Developer Terms and Conditions (currently available at: https://developer.twitter.com/en/developer-terms/agreement-and-policy).
  
  
• The Facebook Messenger Policy and Usage Guidelines (currently available at: https://developers.facebook.com/docs/messenger-platform/policy/).

“Chatbot Services” means the provision of software that is intended to automate conversations and interactions within the limitations of such software. The Chatbot Services shall consist of any one or more of the following components: Unifonic Agent Console, the Support Services thereof, and, whenever applicable, the Professional Services.

“Chatbot Terms and Conditions” or “Service Specific Terms” means these Service Specific Terms which are specific to the provision and used of Unifonic’s Chatbot Services.

“Introductory Content” means the information that is used to begin the configuration of the Chatbot Services.

“Monthly Active User (MAU)” means any End User whose Electronic Address had at least one (inbound or outbound) message in one gregorian calendar month.

“Professional Services” means any technical services provided by Unifonic in addition to the Support Services as described in the applicable Order Form or the applicable SLA, as the case may be.  Technical services may include the provision of assistance in building content, or advisory services on conversational design and building business logic.

“Seat” means a single account with access to Unifonic Platform by login, SSO or any other authentication mechanism, to a human agent, bot, or virtual agent, or any other user role defined in the system or to a third-party system through integration.

“Session“ a chatbot conversation that initiates from a user sending a message on the chatbot, and ends after a defined period of time after the last user message, which shall not exceed twenty-four (24) hours.

“SSO or Single Sign-on” means an authentication scheme that allows a user to log in with a single ID to any of several related, but independent software systems.

“Support Services” has the meaning ascribed to it in clause 5.2. of these Chatbot Service Specific Terms.

“Unifonic Agent Console” means a contact center service, which enables engagement in conversations with End-Users over Conversation Channels. Agent Console is available as a web interface with the following functionality: conversation threading, conversation management: queue and routing management, agent assignment, resolution management, history overview, as well as any other features set forth in the applicable Order Form.

“Unifonic Chatbot” means a keyword based chatbot, where flow is created based on defined input and output from the Customer using text messages. Unifonic Chatbot is a Rules-based Chatbot which (i) can be connected with any Conversation Channel, (ii) performs integration with external system for more personalized experience, and (iii) has all the other features described under the Order Form.

“User Initiated Conversation” means a WhatsApp conversation that initiates in response to an End User Electronic Message. Whenever a business replies to an End User within the 24 hour customer service window, that Electronic Message will be associated with a user-initiated conversation. Businesses can send free-form messages within this 24-hour customer service window. Any change of such definition from Facebook shall be applicable to the Customer with immediate effect.

1. 2. Access to the Services

2.1   Subject to the terms of these Service Specific Terms, Unifonic will during the Term use commercially reasonable efforts to provide the Customer the Chatbot Services in accordance with the Agreement.

2.2   The Customer may also be provided with access to the Flow Studio Services via an API key provided through the Unifonic Platform.

1. 3. Supply of Services

2. 3.1   Unifonic will not be in breach of clause 2.1 to the extent any non-conformance is caused by the use of the Chatbot Services by the Customer contrary to Unifonic's instructions, or the modification or alteration of the Chatbot Services by any party other than Unifonic or Unifonic's duly authorised employees, contractors or agents.
   3.2   If the Chatbot Services do not conform with the terms of the Agreement, Unifonic will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance or intent of the Chatbot Services. 
   3.3   The Customer acknowledges and agrees that the transmission of any messages will be in accordance with all Applicable Laws, including but not limited to those pertaining to the regulation of spam, message content, and permissible timing of messages.
   3.4   The Customer agrees to the method of benefiting from the Chatbot Services (packages, prices, support, training) as set forth in the Order Form and/or SLA.

1. 4. Fees

2.  
3. 4.1    In consideration of Unifonic performing the Chatbot Services and granting the right to use them in accordance with the Agreement, the Customer shall pay all Fees to Unifonic in accordance with this clause 4.
   
   4.2    The fees for any Monthly Active Users, Sessions, (or any other pricing unit as per the Order Form) for the use of the Unifonic Chatbot, or Seats (or any other pricing unit as per the Order Form) for the use of Unifonic Agent Console, shall be set out in the Order Form.
   
   4.3    The Customer acknowledges that any charges related to the use of Conversation Channels through the use of the Chatbot Services are separate and apart from those charged for the Chatbot Services. The applicable Order form for the use of the Conversation Channels and the Service Specific terms applying to such Services shall dictate such fees.
4.  

5. 5. Unifonic's Obligations

6. 5.1    During the Term, Unifonic shall perform the Chatbot Services substantially with reasonable skill and care. 
   
   5.2    In addition to anything set forth in an applicable SLA or applicable Order Form, Unifonic’s Support Services shall consist of the activation of the Chatbot Service, and may include further assistance with the following:

1. assist the Customer in the creation of an account and sub-accounts;
2. explain the Unifonic Chatbot flow builder to the Authorised Users;
3. build a testing dialogue;
4. assist in editing the Agents’ settings (e.g. working hours);
5. training the Authorised Users on a best efforts basis according to the conditions stipulated by Unifonic.

5.3    If it is part of the Customer’s package under the applicable Order Form, Unifonic shall also provide the specified Professional Services.

5.4    Unifonic shall provide the Chatbot Services through Unifonic Platforms or through one of the service programs that Unifonic or any Third Party Provider provides, so long as it is linked to the servers of Unifonic or is under the Unifonic’s supervision. 

6. Customer's Obligations

1. 1. 1. 1. 1. 1. 1. all necessary co-operation in relation to these Service Specific Terms; and
                  2. all necessary access to such information as may be required by law, a regulator of Unifonic or a Third Party Provider, or in order to provide the Chatbot, including but not limited to Data, security access information and configuration services;
                  3. Provide Unifonic with:
            2. b.   ensure that the Authorised Users use the Chatbot Services in accordance with the terms and conditions of the Agreement, and shall be responsible for any Authorised User’s breach of the Agreement;
               
               
            3. c.  have full responsibility for the acts and damages committed or caused by it or by its Authorised Users which prejudice Unifonic or any Third Party Provider resulting from the misuse of the Service;
               
               
            4. d.  have full responsibility for the content, lawfulness, and validity of the information it sends to the End User via the Chatbot Services, and the Customer acknowledges agrees that Unifonic is under no obligation to monitor or censor any of the content of information sent via the Chatbot Services as well as any Authorised User input relating to or from the Chatbot Services or Agent Console;
               
               e.  acknowledge and agree that there is no cross over or carry over from any other accounts that the Customer may have with Unifonic on any of the other Unifonic Platforms, including but not limited to the use of any account balance on those other accounts;
                 
            5. 6.2    By accepting these Chatbot Service Specific Terms, the Customer implicitly agrees to the Third-Party Provider Terms and Conditions as they may change from time to time.
               
               6.3    The Customer shall add the Introductory Content to the Chatbot and the Agent Console through the web portal on a self-serve basis unless such service is offered by Unifonic as per an Order Form, in which case the Customer shall be responsible for approving all content that will be added as Introductory Content on their behalf.
               
               6.4    The Customer shall ensure under no circumstances to send unsolicited messages (SPAM), and shall obtain all necessary consents to send any messages to an End-user, as is set out under the Third Party Provider Terms and Conditions or any Applicable Law.
               
               6.5    Any Professional Services that may be provided, shall only be performed based on the content provided by the Customer. The persons providing the Professional Services may be selected by Unifonic, and, if it is the case, shall have the necessary skills to perform such services.
               
               6.6    The Customer shall announce a large increase in traffic volume a few days in advance of such increases.
               
               6.7.    Whereas WhatsApp Company is governed by the US and European Trade Penal Code, the Customer will be subject to the US and European Trade Penal Code, and it undertakes that it has not been subject to any commercial sanctions under such law and has no business in commercially sanctioned countries.