e-bot7 increases the efficiency of customer communication through the integration of artificial intelligence. The system analyzes incoming messages, automates responses and processes, forwards them to internal departments and provides employees with suggestions. The customer wants to use the AI platform together with the Chatbot via Software-as-a-Service (SaaS).
1 SaaS provision
1.1 Subject of this Agreement is the SaaS provision of the AI platform and software (“Software”) pursuant to Appendix 1 by e-bot7 for the Customer’s own internal business purposes for the term of this Agreement.
1.1.1 The Software’s functionality is described in Appendix 2.
1.1.2 e-bot7 continues to further develop the Software. Its functionality may change and expand during the term of this Agreement, provided that changes do not substantially reduce the functionality present at this Agreement’s effective date.
1.1.3 Due to technical reasons, the Software cannot provide sensible answers to all customer inquiries. As a result, the Software is not fit for time critical communication or communication with a high risk of damages.
1.2 e-bot7 provides the hardware and technical infrastructure necessary for the SaaS provision of the Software and provides the technical operation of such infrastructure and the Software. e-bot7’s responsibility for hardware and technical infrastructure ends at the connection point of e-bot7’s data center to the public internet. For the avoidance of doubt, remote access to and utilization of the Software is solely the Customer’s responsibility.
1.3.1 e-bot7 provides and makes the Software available for use by the customer with an availability of 97,8% per contract year during service hours. Service hours are Monday to Friday 8:00 am to 6:00 pm CET, except for public holidays in Germany. Availability means that the Software is ready to use at the connection point of e-bot7’s data centre via the Internet.
1.3.2 Regardless of the agreed availability, the Software will usually not be shut down outside of service hours and therefore will usually be accessible on a 24/7 basis. However, e-bot7 is not obliged to make the Software available outside service hours.
1.3.3 e-bot7 will notify the Customer in advance about scheduled downtimes outside the service hours (start and estimated length of downtime).
1.3.4 e-bot7 will undertake commercially reasonable efforts to maintain the Software outside service hours and to minimize interference of maintenance with Customer’s system usage. If maintenance needs to be performed during service hours due to technical or organizational reasons, the parties will coordinate such maintenance. Downtimes due to planned and announced maintenance are not to be deemed non-availability.
1.3.5 If the availability of the Software is less than agreed due to a default of e-bot7, e-bot7 will refund to Customer for each 0.1% of lower availability 0.1% of the annual SaaS Fee, but in no event, more than 20% of the annual SaaS Fee, in full and final settlement and satisfaction of e-bot-7’s entire liability for any loss, damages, costs or expenses suffered or incurred by Customer, provided that e-bot7 has not caused the non-availability willfully or grossly negligent.
2 Setup and Training
The following initial services are provided during the pilot phase, if and to the extent listed in Appendix 1. The initial services are reimbursed on a time and material basis unless agreed otherwise in Appendix 1.
2.1 AI training (calibration) and onboarding
2.1.1 The AI can be trained and calibrated with the Customer’s existing data. The Customer provides appropriate and sufficient data in a format prescribed by e-bot7 (Excel). e-bot7 supports the data export and data preparation upon request
2.1.2 e-bot7 configures the Software based on the Customer’s requirements by using the existing configuration options and functions (e.g. creation of users/agents, customization of content/text). This does not comprise adding new features or programming of customer-specific modifications, amendments or extensions
2.1.3 e-bot7 can configure interfaces to the Customer’s existing CRM, e-mail and live chat systems to facilitate data exchange, provided that the Customer’s systems are by default supported by the standard Software. This does not comprise the development of customer-specific interfaces
2.2 Chatbot integration
The chatbot can be integrated into eg the Customer’s website by linking via a Customer-specific URL (e.g. via iframe), in accordance with e-bot7’s technical specifications. It is the Customer’s obligation to integrate the chatbot into his website. Upon request, e-bot7 will support the customer with the integration
e-bot7 can provide training for customers’ employees on the AI platform. Based on the scope stated in the offer in Appendix 1, the training can be carried out as on-site training or online.
3 Term and termination
3.1 This Agreement shall enter into force as set out in the pilot offer with an initial operational phase as set out in the pilot offer. Each party may terminate this Agreement during the operational phase by giving written notice at the end of the year with a 3-months cancellation period. Upon termination, all services rendered by e-bot7 up to the effective date of the termination shall be reimbursed.
3.2 If the contract is not terminated by either party, the contract is automatically extended for a further year unless it is terminated in writing at least three months before the expiry.
3.3 Either party may terminate this Agreement by written notice to the other party if that other party commits a material breach of its obligations under this Agreement and, where such breach is capable of remedy, fails to remedy such breach within thirty (30) days after receipt of written notice from the party seeking to terminate the Agreement setting out details of the breach and requiring it to be remedied.
4.1 e-bot7 grants to the Customer for the term of this Agreement a non-perpetual, non-exclusive, non-transferable and non-sublicensable license to use the Software (including the documentation) provided pursuant to Sec. 1 via SaaS, for the Customer’s own business purposes and for the term of this Agreement.
The license and right to use is limited as set out in Appendix 1 (e.g. by the number of employees/agents permitted to access and use the Software). If the Customer exceeds the agreed license parameters, an additional fee shall be payable, effective from the date on which the Customer increased his use.
4.2 If and to the extent e-bot7 provides to the Customer additional software for local installation and use (e.g. interfaces), or other software or Copyrighted works, the Customer shall receive a non-perpetual, non-exclusive, non-transferable and non-sublicensable license to use such software or works for the Customer’s own business purposes and for the term of this Agreement, but only to the extent, the use of such software or works is required in connection with the Software provided pursuant to Sec. 1 (e.g. interfaces shall only be used in connection with the SaaS AI platform).
4.3 Any rental, leasing and any other temporary or permanent transfer or conveyance of the Software to third parties and any making available of the Software for use by third parties is expressly prohibited. For the avoidance of doubt, the intended use of the chatbot by third parties (i.e. end customers of the Customer) is permitted. Use of the chatbot to provide services to third parties is prohibited.
4.4 The Customer acknowledges and agrees that all right, title and interest whatsoever, in and to the Software and the corresponding documentation, including all Intellectual Property Rights therein is, and shall be, owned solely and exclusively by e-bot7. For the avoidance of doubt, all improvements, innovations, customizations or enhancements to or derivatives of the Software shall be owned solely and exclusively by e-bot7, including customizations or enhancements made on behalf of the Customer. Nothing in this Agreement shall, or shall be deemed or construed to, assign, transfer or convey to the Customer any title, rights or interest in any intellectual property, including in or to the Software and the documentation, other than the licenses or other rights specifically and expressly granted herein.
5.1 Support contact. e-bot7 provides during Working Days (Monday to Friday 8:00 to 18:00 CET, with the exception of public holidays in Germany) e-mail support. The Customer may contact the e-mail support for fault reports and technical 2nd level support. e-bot7 does not provide 1st level support, i.e. questions related to the use of the Software from an end-user perspective.
5.2 Fault correction
All faults will be prioritized by e-bot7 and corrected in accordance with their priority.
A fault priority 1 exists if the use of the Software is impossible or severely limited.
A fault priority 2 exists if the use of the Software is materially limited.
A fault priority 3 exists if the use the Software is possible without limitations or without material limitations.
e-bot7 starts to correct faults during Working Days:
– for faults priority 1 on the same day, if e-bot7 has received the fault report on a Working Days, otherwise on the next Working Day.
– for faults priority 2 and 3 on the next Working Day following receipt of the fault report.
Fault correction is included in the SaaS Fee.
Upon request, e-bot7 provides technical 2nd level support, e.g. related to the chatbot integration. 2nd level support is not included in the SaaS Fee and shall be reimbursed on a time and material basis.
e-bot7 continues to develop the Software and provides new versions to the Customer as Updates. Updates may include modification of standard interfaces, but not Customer-specific interfaces (if any). e-bot7 does, in its own discretion, not provide updates to standard interfaces (or only for an additional fee), if and to the extent
– the vendor of the interfacing system does not make interface specifications available, or makes the specifications available under unacceptable terms or for additional fees;
– an update of the interface would require an unreasonable effort.
5.5 Development services
If the Customer requires modifications or extensions of the Software (e.g. new features) or other development or consulting services, e-bot7 makes an offer upon the Customer’s request. However, e-bot7 is not obliged to make an offer for such additional services. The offer usually specifies the estimated effort and fees for the realization of the services and the consequences for the recurrent fees under this Agreement, if any. The Customer shall be granted a non-exclusive, non-perpetual license pursuant to Sec. 4 to all deliverables (including new features) upon completion and full payment of the agreed remuneration.
6 Fees and payment
6.1 For the provision of the Software pursuant to Sec. 1 the Customer shall pay a SaaS Fee as follows:
– The SaaS Fee set out in Appendix 1 for the pilot phase is due and payable in full upon the conclusion of this Agreement.
– The annual SaaS Fee set out in Appendix 1 for the operation phase is due and payable annually in advance, starting with the start of the operation phase.
6.2 Unless agreed otherwise in Appendix 1, services pursuant to Sec. 2 are reimbursed on a time and material basis.
6.3 Unless agreed otherwise, time and material fees shall be invoiced monthly, based on report sheets provided by e-bot7. Unless the Customer objects to a report sheet within 14 days after receipt, the report sheet shall be deemed to be approved. Fees become due and payable 14 days after billing and invoicing, without deduction.
6.4 The fees and any other amounts payable under this Agreement exclude all applicable sales, goods and services, value-added, use, or other like taxes, levies and charges, chargeable by or payable to any federal, provincial, state, local or municipal taxation authority and the Customer shall pay and e-bot7 shall remit the same to all applicable taxing authorities as required by law.
6.5 The Customer may only retain monies due to e-bot7, or exercise a right of set-off in respect of such sums if they relate to an undisputed claim by the Customer or a claim awarded to the Customer by a final and binding court judgment.
6.6 If the Customer fails to pay fees or any other amounts payable within thirty (30) calendar days after its due date, such unpaid amount shall bear interest from the date that the amount is payable to the date of payment at the rate of 10% p.a., and such failure shall be deemed to be a material breach of this Agreement and in addition to any other remedies available to e-bot7, e-bot7shall be entitled to suspend the performance of this Agreement until the Customer has paid all outstanding amounts in full.
6.7 Regardless of the type of compensation, the customer pays travel and accommodation costs as well as other expenses (collectively referred to as costs) for on-site visits by e-bot7 employees as well as third parties commissioned by them. These costs are usually billed by e-bot7 per billing copy or at the tax-approved maximum rates on a monthly basis. Travel times are billed at the agreed hourly rates. e-bot7 will only travel after prior agreement with the customer.
e-bot7 shall be liable for willfulness and gross negligence, bodily harm or liability under the product liability law in accordance with statutory provisions. In all other cases, e-bot7’s liability shall be limited as follows:
7.1 e-bot7 shall only be liable for the breach of fundamental contract obligations (i.e. obligations facilitating the proper fulfilment of the Agreement, whose observance the Customer typically expects). In such cases, the liability shall be limited to the typically predictable damage.
7.2 e-bot7 shall not be liable for consequential damages unless such damages are subject to a guarantee.
7.3 e-bot7’s liability for all damage claims under Sec. 7.1 and Sec. 7.2 shall, in the aggregate, be limited to € 5.000,00.
7.4 The limitations of liability apply regardless of the form of action or theory of liability (including for breach of contract, equity, tort, negligence, by statute or otherwise), and also apply to e-bot7’s staff and assistants in performance.
8 Confidentiality and privacy
8.1 Each party shall use confidential information of the other party solely and exclusively as may be reasonably necessary for the performance of its duties or the exercise of its rights pursuant to this Agreement. Confidential information shall be kept secret and confidential and shall not be disclosed to anyone except, on a need-to-know basis, to affiliated companies and subcontractors. Such affiliated companies and subcontractors shall be subject to substantially similar obligations of confidentiality.
8.2 The provisions of this Section shall survive the termination or expiration of this Agreement.
8.3 Confidential Information shall not include information which was known to the receiving party prior to disclosure by the disclosing party; or which was lawfully received or independently developed by the receiving party outside of the scope of this Agreement.
8.4 Upon the written request of the disclosing party at any time, the Receiving Party shall return all hard copy documents which contain confidential information, shall destroy all electronic documents or files which contain confidential information and shall immediately cease all use of the confidential information.
8.5 Each party may name the other party and the project as a reference for marketing purposes. Each party may use the other party’s company logo for such purposes. Further uses and publications require the prior agreement of the other party.
8.6 The parties enter into a data processing agreement pursuant to Art. 28 GDPR in addition to this Agreement.
9. Final provisions
9.1 This Agreement shall be governed and construed in accordance with the laws of France, excluding their rules governing conflicts of laws. The courts of Paris shall have exclusive jurisdiction over disputes under this Agreement, and the Parties agree that jurisdiction and venue in such courts are appropriate and irrevocably submit to the exclusive jurisdiction of such courts.
9.2 This Agreement is the entire agreement between the parties with respect to its subject matter, and there are no other representations, understandings or agreements between the parties relative to such subject matter. No additional term or condition included in any Customer purchase order or other document issued by Customer that has not previously been agreed to in writing by e-bot7 shall bind e-bot7.
9.3 No amendment to, or change, waiver or discharge of, any provision of this Agreement shall be valid unless in writing and signed by authorized representatives of each party.
9.4 If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or contrary to law, then the remaining provisions of this Agreement, and/or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law. The parties hereby undertake to replace invalid or unenforceable provisions, and fill gaps, by agreeing on appropriate provisions which are as close as possible to the economic purpose of the invalid or missing provision.
All the Appendices listed here constitute an integral part of the Agreement.