Landbot's General Terms and Conditions

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 Hello Umi, S.L (hereinafter, “Landbot”) entity of Spanish nationality with professional address at Barcelona, Av. Josep Tarradellas, 20, Floor 6, CP 08029, provided with Tax Identification Number ESB98767551 to the client (hereinafter “the Client”). 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 Landbot.

By accepting the terms and conditions of our service, you expressly consent to be contacted by us through various means of communication, including but not limited to telephone, email, and chat, for the purpose of providing you with relevant information about our products or services, as well as to address any inquiries or requests you may have.
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However, we recognize your right to manage your communication preferences with us. If at any time you wish to unsubscribe from our communications or restrict the way we communicate with you, you may do so by sending an email to legal@landbot.io from the email address associated with your account, clearly indicating your request to opt out of certain communication channels or all future communications. We commit to processing your request in a reasonable timeframe and respecting your choice regarding the receipt of our communications.

Landbot 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.

Landbot reserves the right to unilaterally modify at any time and without prior notice the design, presentation and configuration, as well as some or all of the functionalities of its platform, and/or to add new functionalities. 

The features included in the subscription contracted by the Client are those included in the specific terms and conditions. The price stated in the specific terms and conditions is the price to be paid by the Client to Landbot. The payment of any chosen subscription or service does not in any case constitute the purchase of the software or software applications or titles, or intellectual or industrial property rights. 

Depending on the subscription contracted, certain functionalities of the tool may be used and a number of users may be authorised to access the platform. If the Client wishes to increase the functionalities of the platform or the number of users with access to it, Landbot will prepare a proposal to change the subscription contracted by the Client to another that meets the new needs.

Additional fees may be applied depending on the volume of the Services provided, which will be charged on a monthly or yearly basis, and paid according to the payment options provided in this clause.In the event of non-payment of any invoice, Landbot will send a notice to the Client for its regularization within a period of no more than 3 calendar days.

In the event that there is a reasonable negotiation in good faith, and there is diligent cooperation to resolve the breach, Landbot may extend the period established for the regularization of the payment. Landbot reserves the right to suspend the Service after this period.

In case of suspension of the Service due to non-payment, Landbot will make an additional charge of 50€ (fifty euros) for management and reactivation expenses to restore the Service.

At the time of the signing of this GTC, Meta (Facebook) is testing a conversation based pricing on its WhatsApp Business API integration for destination numbers in Mexico, as described under https://developers.facebook.com/docs/whatsapp/pricing/conversationtest with the plan to roll out a new conversation based pricing to all destinations on February 1st, 2022 (https://developers.facebook.com/docs/whatsapp/pricing/conversationpricing). Landbot will eventually align its pricing to the new pricing policies from Meta, adopting the same time period for the conversation count (from monthly to daily). Landbot will provide a minimum notice of six weeks to the Client upon these changes.

These GTC shall remain in force for the period of time contracted by the Client in the specific terms and conditions. 

The Service will be tacitly and indefinitely extended for equal consecutive periods, unless either of the Parties opposes it by convincingly communicating it to the other with a minimum notice of two months before the start of the corresponding extension period. In the event that the Client decides not to renew, such notification shall be made by email to its Customer Success Manager.

The Services are intended for explicit and specific uses and purposes defined in this GTC and in the specific terms and conditions, for which Landbot 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 Landbot.

The Client will indemnify, defend and protect Landbot 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 Landbot 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. 

Landbot will only be liable for malicious and direct damages suffered by the Client, excluding lost profits, only if they have been caused directly by Landbot, pursuant to a final judgement. The economic responsibility of Landbot 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.

Landbot offers a 99% uptime guarantee for the Client, considered by the 24h period. Landbot 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.

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

In the event that Landbot 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 Landbot determines that there was no interruption of the Services, Landbot will provide the Client with the relevant information to support this determination. Landbot 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.

Landbot reserves all intellectual property rights over its methodology, models and software. Landbot 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 Landbot 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 Landbot, 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 dispose 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 Landbot by the Client entered into the software. Consequently, Landbot 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 these purposes, Landbot may communicate the data to Public Administrations for the fulfillment of legal obligations; to State Security Forces and Bodies and/or the Courts and Tribunals that require them in the framework of an investigation, instruction or procedure and to banking entities for the management of collections and payments. The data may also be communicated to the following categories of persons in charge: Providers of electronic communications, office automation, hosting, housing, computer maintenance, management, accounting, auditing, consulting and legal representation. Some of these processors may be located outside the European Economic Area, in which case Landbot will have adopted appropriate data protection safeguards in advance.

Data subjects may exercise their rights of access, rectification, erasure, restriction of processing, data portability, right to object and the right not to be subject to a decision based solely on automated processing -including profiling- which produces legal effects concerning him or her or similarly significantly affects him or her, as well as withdraw their consent at any time without affecting the lawfulness of the processing prior to its withdrawal, by sending their request to Landbot. In any case, the data subjects have the right to lodge a complaint with the corresponding supervisory authority if they deem it appropriate.

10.1. Purpose. The purpose of this clause is to regulate the relationship between the Client, in its capacity as Data Controller, and Landbot, 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.

‍10.2. 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 Landbot.

‍10.3. 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.

‍10.4. 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.

‍10.5. Obligations and rights of the Client (Controller). 
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‍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.

‍10.6. 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.

‍10.7. Subcontracting.

‍The Client authorises Landbot 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.

10.8. Artificial Intelligence services.

Landbot informs that it will use the end-user data entered in the chatbots that use the following services: Build-it-for-me, FAQs AI Assistant, Lead Gen AI Assistant and Appointment Scheduling Assistant, in an anonymised manner, to carry out training actions and enhancing the performance of these services through the use of artificial intelligence (OpenAI).

• By the will of any of the Parties, when there is a serious breach of the obligations agreed upon this GTC or the specific terms and conditions by the other party, especially due to non-compliance with payment within the relevant period. In any case, and as a prerequisite for the termination of the agreement by either of the parties, the non-compliant party must be notified of the non-compliance and given a minimum period of 15 days from the notification to remedy said non-compliance. After this period, the agreement may be terminated. In this case, the breach of any of the obligations may give the right of compensation for the damages suffered.

• Due to the extinction of the legal personality of any of the parties.

• By written agreement adopted by mutual agreement by both parties.

If any clause included in these GTC or in the agreements signed between the parties is declared, totally or partially, null and void or ineffective, such nullity or ineffectiveness shall only affect such provision or the part of the same that is null and void or ineffective, the rest of the clauses remaining in all other respects, and such provision, or the part of the same that is affected, shall be deemed not to have been included.