Last updated: 28/03/2018
The Client wishes to benefit from the Service of a virtual assistant offered by the Service Provider, called “Elisebot”, which enables the use of a Customer Relationship Management application through voice-based interactions over the telephone. The Client has assessed the pertinence of the Service and its compatibility with its employees’ requirements and acknowledges having been fully informed of the terms and characteristics of the Service.
Table of Contents
1 – Definitions
2 – Purpose
3 – Entry into Effect – Duration
4 – Service subscription procedures
5 – Service Description
6 – Level of Service
7 – Financial Terms
8 – Processing personal data
9 – Ownership
10 – Liability
11 – Guarantees
12 – Force Majeure
13 – Insurance
14 – Cancellation – Consequences
15 – Confidentiality
16 – Miscellaneous
The terms beginning with a capital letter in the General Terms & Conditions of Licence and Service, whether they are used in their singular or plural form, will carry the following meaning.
1.1 Anomaly: refers to any dysfunction that affects the Service as defined by the contractual documents and that either inhibits the normal use of all or part of the Service, or that elicits an incorrect result or action when the Service is being used for its intended purpose.
1.2 Client Data: refers in particular to all documents, files, information or databases, or personal details, transferred by the Client or a User, to the Service Provider within the framework of use of the Service and for the sole purpose of the execution of the latter.
1.3 Contract: refers to both the General Terms & Conditions of Licence and Service and the Special Terms & Conditions subscribed to by the Client as well as any appendices therefore.
1.4 Date of Entry into Effect: refers to the date given as such in the Special Terms & Conditions, or, in the event of online subscription, the date of confirmation of online subscription to the Service.
1.5 Documentation: refers to the documentation concerning the description of the Service, its functionalities and in particular, the user manuals. The Documentation is available to the Client online on the website.
1.6 Elisebot: refers to the virtual assistant accessible via phone or SMS messages at the numbers provided upon sign up to the client, or during phone calls initiated by the Service.
1.7 Licence: refers to the right to use the Service (including access to the help desk and maintenance service) granted to a User in exchange for payment of the corresponding fee.
1.8 New Version: refers to a version of the Service that includes substantial changes to existing functionalities or new optional functionalities, which may give rise to additional billing.
1.9 Non-Availability: refers to a disruption of the Service that is not caused by the Client’s material and/or a third party who is not under the responsibility of the Service Provider (notably network problems, non-availability of the Client’s email account or agenda).
1.10 Regulations concerning personal data protection: refers to the European Directive 95/46/EC and the General Regulation for Data Protection (EU) 2016/679 as of its entry into effect.
1.11 Request: refers to tasks requested of Elisebot for creating or updating the Client Data regarding customers, tasks, events, calendar, and professional message exchanges (.i.e e-mails and calls)..
1.12 Service: refers to all the means made available, software and material, (online platforms enabling access to and the use of functionalities for the assistance in making appointments and reserving conference rooms described in the Contract, notably under article 5.1) and the handling of Requests sent by Users to Elisebot. The Service is provided in English and Dutch.
1.13 Service Credit: carries the meaning given in article 6.1 of these General Terms & Conditions of Licence and Service.
1.14 Service Provider: refers to “AMR Consulting” a private limited liability company. with a capital of €18,600.00 EUR registered with the Belgian Crossroads Bank of Enterprises (KBO) in Sint-Niklaas under the number 0561 707 697, the head office of which is located at Pastorijwegel 12 9170 Sint-Pauwels, Belgium, represented by Mr Alexandre Moura Reis, in his capacity as Managing Director, duly empowered for the purposes hereof.
1.15 Special Terms & Conditions: refers to the description of the order for Licences signed by the Client or, in the case of online subscription to the Service, the offer selected and approved online by the Client pursuant to the stages of the order.
1.16 Update: refers to a version of the Service, including the correction of Anomalies for preventative purposes and improvements to the Service to iso-functionalities.
1.17 User: refers to any individual authorised by the Client to use the Service. Said Users may be – but are not limited to – any person bound to the Client by contract.
1.18 Website: refers to the website https://elisebot.ai/
1.19 CRM: A data processing system provided by the Client as part of the Client Data used for managing their relationships with the Client’s customers.
The Purpose of the Contract is to set-out the terms & conditions applicable to the Service subscribed to by the Client in return for the payment of the Licence fee.
The Contract is applicable from the Date of Entry into Effect and runs for the period provided for under the Special Terms & Conditions (the “Initial Period”), notwithstanding early termination by one of the Parties under the conditions provided for under article 14.
The Contract will be tacitly renewed at each anniversary for successive periods for the duration specified in the Special Terms & Conditions, or, failing specification, for a duration equal to that of the Initial Period (the “Renewal Period”), notwithstanding cancellation of the Service by either of the Parties by registered letter with acknowledgement of receipt, respecting a period of notice of 90 days (if the Initial Period or the Renewal Period is greater or equal to 12 months) or 11 days (if the Initial Period or the Renewal Period is one month, in which case the notice for cancellation can be made by email at the address email@example.com).
The Initial Period, and each subsequent Renewal Period, constitute a “Contractual Period”.
The Client may subscribe to the Service either via the Service Provider’s sales desk, or directly online via the website, after having created an online account according to the procedure indicated on the website and completed their details, chosen the relevant offer, the duration of Service required and having approved the General Terms & Conditions of Licence and Service.
Please note that the Service is exclusively reserved for professional use and is not available to consumers.
At the very least, the Provider’s Service will enable Users to:
All, subject to compatibility with the technical prerequisites described in the online Documentation.
A Licence is assigned to a User.
The list of Users can be modified at any time, upon simple written request (email or letter) from the Client, subject to the minimum number of Users defined between the Parties.
It is expressly agreed between the Parties that a Licence is not nominally assigned to a User. It can therefore be transferred from one User to another, without surcharge, upon the Client’s request. For the modification request to be confirmed, the name and email of the Users concerned must be specified in order for the corresponding Licences to be reassigned, assigned or deleted. Subject to these changes, the number of Licences will be modified where necessary and in consequence, the billing, according to the terms provided for under article 7.1.
In the event of subscription to the Service for a minimum duration of twelve (12) months, the Parties agree to regularly review the use of the Licences by the Users and decide whether it is necessary to modify the list and/or the number of Users.
The Client may use the Service 24/7, including on Sundays and bank holidays, excluding maintenance periods. However, the Service Provider cannot guarantee that the Service will be permanently and continuously available.
The Level of Service corresponding to processing time for Requests is set-out under article 6.
Use of the Service is carried out via phone for each User:
– by calling a phone number provided by the Service
– by accepting a phone call initiated from the Service
Identification for each User is carried out by:
– Using the caller id that initiated or received a phone call from Elisebot.
The User is solely responsible for maintaining the confidentiality of the access codes to their CRM accounts and their agendas; the Service Provider refuses all liability in the event of use of the Service by an individual other than the User or a person authorised by the latter, possessing their CRM account username and password.
5.5 Help Desk – Maintenance
Subject to the payment of Licence fees, the Service Provider undertakes to provide the Client with:
In the event of non-availability of the Service, the Provider undertakes to inform the Client by email during the hours of service by indicating, where possible, the cause of non-availability and an estimation of the delay before restoration of Service.
6.1 Level of Service. The Service Provider undertakes to process 100% of the Requests carried out in a calendar month within a maximum of 3 hours from the time of sending the Request to Elisebot (the “Level of Service”) [the average handling time observed for a Request is 1 minute].
6.2 Restrictions. The aforementioned Level of Service does not apply in the event of operating problems or of Non-Availability: (i) as a result of factors described in article 11 (Force Majeure) of the General Terms & Conditions of Licence and Service or (ii) caused by the Client’s material and/or a third-party who is not under the responsibility of the Service Provider (in particular, network problems, non-availability of the Client’s CRM account, issues with the telephone network).
7.1 Fees. In return for providing the Service for the duration of the Contract, the Client undertakes to pay the amount of the fees specified in the Special Terms & Conditions.
7.2 Revision. It is expressly agreed that the fees may be revised by the Service Provider every year on 1st January.
7.3 Price – Taxes. The prices are indicated in Euros excluding taxes and increased by VAT at the current rate at the date of billing.
7.4 Terms of Payment. Bills from the Service Provider are payable net and without deduction, in advance, within thirty (30) days from the date of reception. The bills are payable by bank card, SEPA direct debit or, exceptionally, by bank transfer to the Provider’s bank account, the references of which are indicated by the Provider to the Client with the former’s written agreement. Any disputes over bills must be justified and submitted to the Service Provider before the bill’s date of term. Failing to issue the Provider with a justified objection before this date, the Client will be considered having relinquished any dispute concerning the bill in question or the related Service.
7.5 Default of Payment. Without prejudice to any damages, the failure of the Client to pay a bill on its due date automatically entails (i) the application of interest for late payment equal to three times the legal interest rate pursuant to the provisions of article 1153 of the Belgian Civil Code, from the first day overdue; (ii) the additional banking and administrative costs (recovery, postal and telephone costs for reminders, re-emission of rejected bank direct debits); and the immediate interruption of the Service or the termination of the Contract under the terms provided for under article 14.1.
8.1 The terms and expressions identified by capital letters herein carry, when they are not defined in the Contract, the meaning conveyed under the Regulations for the protection of personal data.
8.2 Compliance with Regulations for the protection of personal data. All Parties undertake to comply with the Regulations for the protection of personal data, concerning the processing and storage of personal data from Client Users.
Within the framework of data processing operated on behalf of the Client in view of the Contract, the Service Provider is considered as a “Sub-Contractor”. The Client undertakes to inform the Service Provider with regards to all personal data transmission considered sensitive and assures that they are authorised to go ahead with such transmission.
8.3 Service Provider obligations. The Service Provider undertakes to (i) process the User’s personal data for the sole purpose of the Service and according to the Client’s instructions; (ii) ensure the confidentiality of personal data processed within the context of the Service; (iii) ensure that the individuals authorised to process personal data in virtue of the present Contract undertake to respect its confidential nature or be subject to an appropriate legal obligation of confidentiality and receive the required training in terms of protection of personal data; (iv) take into account, as far as possible, with regards to tools, products, applications or services, the default data protection principles.
8.4 Purposes of processing. The Service Provider collects and processes in an automated manner the Client’s personal data to ensure the correct operation of the Service and more generally in order to ensure the management and follow-up of its business relationship with its Clients and prospects. The Service Provider is authorised by the Client to process on its behalf its Users’ personal data and its contacts within the strict framework of the delivery of the Service in compliance with the Contract. The personal data involved includes: surnames, first names,, telephone numbers, calendar appointments and Users’ professional email addresses.
8.5 Notification of the individuals concerned. The Client undertakes to inform the individuals concerned by the processing of the characteristics of the latter and the procedures for exercising their rights of access, rectification and deletion from the Client. By activating their account, the Users of the Service agree to the processing of their personal data by the Service Provider, solely for the purpose of the correct operation of the Service and to non-commercial ends. They have the possibility of exercising their access rights, the rectification and deletion of data concerning them by sending an email to (firstname.lastname@example.org).
8.6 Security and Confidentiality. Each Party implements the necessary technical and organisational means of security in order to protect the personal data against accidental or illicit destruction, accidental loss, alteration, disclosure or unauthorised access, as well as against all other forms of illicit handling. The Service Provider has a security policy that may be consulted by the Client upon written request.
8.7 Transfers outside the EU. The Provider uses the services of sub-contrators located in the United States of America and is exempt from requesting permission to the BCR, as provided by the EU-US Privacy Shield (European Commission Implementing Decision (EU) 2016/1250 of 12 July 2016 ).The Service Provider cannot transfer personal data without the Client’s consent to other sub-contractors located in another country and that does not offer the appropriate level of protection. In this event, the Client is informed and accepts that the transfer be regulated by standard contractual clauses according to the approved EU model and/or any other solution legally permitted to ensure an appropriate level of protection with regards to the Regulations for the protection of data. The Client expressly mandates the Service Provider to conclude standard contractual clauses with a subsequent sub-contractor.
8.8 Notification of breach of personal data. The Service Provider undertakes to notify the Client of any breach of personal data as soon as possible should they become aware of such an occurrence, along with all information in order to enable the Client, if necessary, to inform the competent authority of the violation.
8.9 Conservation Period. The Client’s and User’s personal data is conserved only for the duration strictly necessary for the processing operated by the Service Provider with regards to the management of their Clients and prospects, in compliance with the European General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679).
Concerning data relative to the management of Clients and prospects:
Personal data relative to Clients is conserved for the duration necessary for the management of the business relationship, then stored for the duration required by law. Client data used for the purposes of business prospecting is conserved for a 3-year period from the date of termination of the business relationship (for example, from the date of termination of a service contract or of the last contract issued by the Client). Personal data relative to a non-client prospect is conserved for a 3-year period from the date of collection by the processing manager or from the last contact issued by the prospect (for example, a request for documentation or a click on a hypertext link contained in an email: however, the opening of an email is not considered a contact issued by the prospect).
Concerning the management of lists opposing the reception of prospecting: When an individual exercises their right of opposition to receive prospecting with a processing manager, the information enabling the right of opposition to be taken into account must be conserved for a least 3 years from the date of the right of opposition being exercised. This data cannot in any way be used for purposes other than the management of the right of opposition and only the data required for managing the right of opposition should be conserved (for example, the email address).
Concerning statistics for audience measurement: Information stored in the User’s device (e.g.: cookies), or any other element used to identify the Users and that enables their traceability, is conserved for a 13-month period. Beyond this period, the data is deleted or rendered anonymous.
8.10 Anonymity – Storage – Statistics processing. Notwithstanding storage measures provided for by law, personal data processed within the context of the Service is rendered anonymous every 6 months, then stored for the purposes of improving learning algorithms developed by the Service Provider, to which the Client expressly agrees, bearing in mind that this improvement is key to ensuring quality Service over the long term. Stored data no longer contains any data of a personal nature.
8.11 The Service Provider acknowledges that the Client data that they receive, use, and conserve within the framework of the Contract remains the sole property of the Client. The Service Provider hereby waives any interest, title, or right over such data.
9.1 Each Party retains exclusive ownership of the means, tools, inventions, methods or pre-existing know-how established by themselves, independently of the Contract and being subject to specific protection (copyright, patent, brand, etc.) (the “Elements of Intellectual Property”).
9.2 The Client is and remains the owner of all the data used via the Service in the context of the Contract.
9.3 The Service Provider is and remains the owner of the property rights relative to the Elements of Intellectual Property used within the framework of the Service provided to the Client, as well as the technological infrastructure set-up or developed for the purposes of the Service. The Contract does not grant the Client any ownership rights on the Elements of Intellectual Property nor on the Service. The temporary provision of the Service under the terms set-out in the Contract will in no way be considered as bearing the cession of any rights over the Elements of Intellectual Property for the benefit of the Client, under the meaning implied in the French Code of Intellectual Property.
9.4 The Client is forbidden from copying any element of software, or any associated Documentation, by any means, in any form or on any support whatsoever.
10.1 Each Party will assume responsibility for the consequences resulting from misconduct, errors or omissions, as well as the misconduct, errors or omissions of any sub-contractors that may cause direct damage to the other Party.
10.2 The total liability of each Party under the terms of the present Contract (whether that liability is contractual, tortious (including negligence) or other) whatever the grounds for legal action occurring during a given contractual period will be limited to 50% of fees paid and/or due by the Client with regards to the Contractual Period during which the events that generated the liability occurred. This limit does not apply to damages resulting from the gross, intentional and wilful misconduct of a Party, to personal injury (including death), and this, whatever the legal grounds for the claim and the procedure used to bring it to conclusion.
10.3 None of the Parties will be responsible in the name of the Contract (whether that liability is contractual, tortious (including negligence) or other) including in the event of a claim by a third-party towards the Client aiming to bring into question the Elements of Intellectual Property specific to the Service, for any subsequent loss suffered or incurred by the other Party (whether or not these losses are foreseeable by the Parties at the Date of Entry into Effect of the present Contract):
10.4 Neither can the Service Provider be held responsible in the event of (i) failure to provide a valid phone number owned by the User; (ii) failure of the User to provide sufficient access to their CRM system(s); (iii) failure by the User to comply with the minimum configuration required for use of the Service; (iv) the non-compliant or illicit use of the Service by the User; or (v) the non-availability and/or disconnection of agendas, CRM system and/or failure of the User to synchronise their data with their agenda(s) leading to the possibility of missed appointments. (vi) technical issues pertaining the Elisebot product.
10.5 The Service Provider will not be held responsible for damages in the event of prejudice caused by disruptions or a reduction in service of the telecommunications operator, the electricity supplier or in the case of force majeure as described in article 12 hereinafter.
10.6 The Parties acknowledge that the guarantees and limitations of responsibility stipulated under this article 10 allocate risks and liabilities that are reasonable with regards to the context and financial terms of their agreement.
11.1 The Service Provider cannot guarantee that the Service, its Updates and its New Versions will be free from all Anomalies, but undertakes to correct these Anomalies within the context of correctional maintenance. The Service Provider cannot guarantee the compatibility of the Service with other systems or configurations than those expressly approved by the Service Provider, which the Client is responsible for conforming to, or that the Service meets with all the Client’s needs and restrictions. The Service Provider cannot guarantee that the Service will be provided without interruption or that it will be free from Anomalies.
11.2 The Client acknowledges that the Service Provider does not control the transfer of data via the different methods of communication (including Internet) and that the Service may be limited, delayed or subject to other problems inherent with the use of such communication methods.
The Parties will not be held responsible in the event of failure or delays in operation caused by a third party or by a case of Force Majeure. The term “Force Majeure” encompasses the events that meet the criteria usually recognised by the jurisprudence of French courts. It is understood that Force Majeure can in no way be invoked with regard to payment obligations charged to the Client.
The Party who invokes a case of Force Majeure will immediately inform the other Party of (a) the occurrence of such an event and of their estimation of the nature and the duration of the circumstances of said case of Force Majeure, as well as (b) the measures that have been, or that will be, taken to limit its impact.
The obligations set-out in the Contract will be suspended for the duration of the case of Force Majeure. The suspension of obligations or delays will in no way be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages and interest or penalties of any kind.
The Service Provider has taken out the necessary insurance policies in order to cover the risks related to the running of their business. They undertake to justify this to the Client should the latter expressly request they do so.
14.1 In the event of breach by one of the Parties of its contractual obligations, the Contract may be automatically terminated by the other Party thirty (30) days after the sending of a letter of formal notice sent by registered post with acknowledgement of receipt remaining without effect. The formal notice will indicate the failure(s) observed.
14.2 At term of Contract, the Client will no longer send Requests or use the Service. The Client nevertheless retains the history of their Requests and the data in their CRM. The Service Provider undertakes to delete the personal data included in the Client Data within a 6-month period from term of Contract, unless otherwise instructed by the Client or a User following their unsubscribing to the Service. The Service Provider is authorised to conserve anonymous Client Data. Requests not used at the term of Contract will not give rise to a refund.
15.1 For the purposes of the present article, “Confidential Information” refers to information that one Party wishes to protect against the unsupervised diffusion or competitive use by another Party. Confidential Information includes, but is not limited to, technical information concerning the Service, Client Data (including all details collected for the creation of the User account and/or exchanged during phone calls between the Service and the User as well as via the agendas), the existence of the Contract and the contents and clauses therein, financial and business information, as well as the Documentation exchanged by the Parties. Confidential Information also includes the confidential information and manufacturing secrets of third parties that are legitimately held by the disclosing Party.
15.2 It should be noted that the Service Provider has, at no time, access to the User’s CRM account. All data are voluntarily shared by a User of the Service with Elisebot.
15.3 Any Party that receives Confidential Information within the context of the Contract undertakes, for the duration of the Contract, to (i) not disclose or use this Confidential Information for purposes other than the execution of the Contract or in any manner non-compliant thereof, (ii) limit access to the Confidential Information to those employees or their providers that require knowledge of it, and (iii) not sell, transfer, publish, disclose or make available in any way whatsoever all or part of the Confidential Information to a third-party or any other individual non-authorised in virtue of the Contract, without prior written consent from the disclosing Party.
15.4 Not considered as Confidential Information is information (i) that is accessible to the public upon disclosure or that subsequently becomes accessible through no fault of obligation of confidentiality on the part of the Parties, or (ii) that has been legitimately obtained from a third party through no fault of obligation of confidentiality on their part.
16.1 Totality. The Contract (including any appendices) expresses the totality of the agreement between the Parties at the date of signature with regards to the Service subscribed. The Contract cancels and replaces upon signature, any written or verbal agreements previously made or exchanged between the Parties, including any specific confidentiality agreements. It is expressly agreed between the Parties that any agreement, letter, offer or other previous document having the same purpose, as well as the Client’s general terms & conditions of purchase, are expressly excluded from this Contract.
16.2 Interpretation. In the event of contradiction between the General Terms & Conditions of Licence and Service and the Special Terms & Conditions, the provisions of the Special Terms & Conditions take precedence.
16.3 Convention of Proof. Data held on technological or electronic support and conserved by the Service Provider represents a legally admissible means of proof bearing the same probative force as any written document that may be established, received or conserved and this data may be justifiably presented by the Service Provider in any litigation or procedure and will be opposable to the Client.
16.4 Severability. If one or more terms, provisions, commitments or conditions provided for in the Contract prove to be null and void, for whatever reason, they will be considered as unwritten and the remaining stipulations will retain their force and scope. The Contract is the result of ongoing negotiations between the Parties, and as such, in the event of ambiguity, the Contract will not be interpreted in favour of one or the other of the Parties.
16.5 Continuity of certain obligations. The obligations resulting from the Contract that, by nature, require or imply execution after the term or the cancellation of the Contract (specifically those relative to intellectual property, confidentiality, liability, termination, applicable law and the competent courts) will continue to apply notwithstanding the term or the cancellation of the Contract.
16.6 Transfer. The Provider reserves itself the right to transfer this Contract to a different legal entity, as long as that entity is subject to the same laws as the Provider without written consent of the Client.The Client will be notified through the email account denominated Administrative Contact in the Special Terms & Conditions.
16.7 Sub-Contracting. The Service Provider has the ability to sub-contract all or part of the Services provided in virtue of this Contract (notably the hosting of the Service), on the condition that they use an experienced sub-contractor possessing the necessary skills to provide the Services entrusted to them pursuant to the Terms & Conditions provided for in the Contract, and the Regulations relating to the protection of personal data. Notwithstanding the above, the Service Provider will remain solely responsible for the execution of the Contract, including the execution of obligations that it has sub-contracted.
16.8 No waiver. It is formally agreed between the Parties that any tolerance or waiver of either of the Parties, in the application of all or part of the commitments provided for in the Contract, whatever their frequency or duration may be, will not qualify as a modification of the Contract, nor be likely to create any rights.
16.9 Reference. The Client authorises the Service Provider to use and reproduce their name, their brands and other distinguishing signs as a business reference in their press releases, marketing brochures, on their website or in the event of business presentations, conferences and professional business fairs.
16.10 Language. Should the Contract be edited in different languages or be translated, the English version alone will take precedence.
16.11 Address for service. For the execution hereof and any continuations, the Parties elect for address of service their respective head offices. Any change of head office or of the address of one of the Parties will not be opposable to the other Party before 8 calendar days after having been duly informed.
16.12 Updates to the General Terms & Condition of Licence and Service. The General Terms & Condition of Licence and Service may be modified at any time by the Service Provider. The Version in effect is that which is attached to the Special Terms & Conditions, or those published on the website at the time of online subscription to the Service.
16.13 Applicable law. The Contract is subject to Belgian law, to the exclusion of any other legislation.
16.14 Disputes – Competent courts. In the event of a dispute occurring between the Parties regarding the validity, the interpretation or the execution of the Contract, the Parties will endeavour to find an amicable solution prior to any referral to the competent court. The most diligent Party shall notify the other Party of the dispute in question by registered letter with acknowledgement of receipt. The Parties must consult or meet with one another within 10 days following the notification of dispute, in order to try to find a solution. If such a solution is found, an amendment must be established and signed by the authorised representatives of both Parties. In the absence of or failure to find an amicable solution to the dispute within fifteen (15) days following notification of the dispute, the Parties may submit the dispute to the competent courts in Brussels ,Belgium, including in the event of summary, recourse in warranty or multiple defendants. The Parties have agreed they are not obligated to apply the amicable conciliation procedure before the implementation of an emergency or protective procedure, in summary or on request.