Advanced Service Level Agreement
This Advanced Service Level Agreement (“Agreement”) is an addendum to the existing Terms of Service (“Terms”) between Chatwize (KVK: 90238257) of Hambakenwetering 1, 5231 DD ’s-Hertogenbosch, Netherlands (“Chatwize”, “we”, “us”, “our”) and the Subscriber. In the event of any conflict between this Agreement and the Terms, this Agreement shall prevail with respect to the specific services covered herein.
1. PURPOSE
This Agreement outlines the service levels and support provided by Chatwize for the customization of Chatwize’s AI Chatbot to the Subscriber’s specifications (“Customization Services”).
2. SCOPE OF SERVICES
Chatwize will provide Customization Services as detailed in the agreed-upon Statement of Work (SOW) or Order Form. These services may include but are not limited to:
2.1. AI bot configuration
2.2. Data integration
2.3. Custom feature development
2.4. Training and optimization
3. SUPPORT SERVICES
3.1. Support Availability: Advanced support for Customization Services will be available to Subscribers during Chatwize’s standard business hours (specify hours and time zone). Support outside these hours may be available by prior arrangement and subject to additional fees.
3.2. Support Channels: Subscribers may request support via (specify channels, e.g., email, phone, dedicated support portal).
3.3. Hourly Support: Support for Customization Services is provided on an hourly basis. The billable unit is one hour, and charges will be calculated accordingly. A minimum of one hour will be charged per support request.
3.4. Response Times: Chatwize will make commercially reasonable efforts to respond to support requests within (specify time frame, e.g., 4 business hours) during support availability hours. The response will acknowledge receipt of the request and provide an estimated time to resolution.
3.5. Resolution Times: Chatwize will make commercially reasonable efforts to resolve issues related to Customization Services in a timely manner. However, resolution times may vary depending on the complexity of the issue and are subject to Subscriber’s timely cooperation. Chatwize will provide regular updates to the Subscriber regarding the status of the resolution.
3.6. Exclusions: Support does not include:
3.6.1. Issues arising from the Subscriber’s misuse or unauthorized modification of the AI bot.
3.6.2. Support for third-party software or services not explicitly included in the SOW.
3.6.3. Changes to the bot’s functionality outside the scope of the original SOW.
3.6.4. Support for issues caused by the Subscriber’s or their users’ content or data.
3.7. Fair Use: Support is subject to fair-use principles. Excessive or unreasonable support requests may be subject to additional charges or limitations, at Chatwize’s discretion.
4. SERVICE LEVELS AND SERVICE CREDITS
4.1. Bot Availability: Chatwize will ensure that the customized AI bot has a monthly uptime of (specify percentage, e.g., 99.5%), excluding:
4.1.1. Scheduled maintenance
4.1.2. Emergency maintenance
4.1.3. Outages caused by factors beyond Chatwize’s reasonable control, including but not limited to internet service provider failures or Subscriber’s actions
4.2. Scheduled Maintenance: Chatwize will provide at least (specify notice period, e.g., 48 hours) notice of any scheduled maintenance that may affect availability.
4.3. Error Correction: Chatwize will use commercially reasonable efforts to correct any errors or defects in the customized AI bot that are directly attributable to Chatwize and reproducible.
4.4. Service Credits for Bot Availability: In the event that monthly Bot Availability falls below the target specified in Section 4.1 (excluding the exceptions listed therein), the Subscriber may be eligible to receive service credits as follows:
Monthly Uptime PercentageService Credit (% of Monthly Fee)Below (Specify % but above X%)(Specify %, e.g., 5%)Below (Specify X%)(Specify %, e.g., 10%)
4.5. To be eligible for service credits, the Subscriber must submit a written claim to Chatwize within (specify time frame, e.g., 30 days) of the end of the month in which uptime fell below the specified level. The claim must include detailed information regarding the outage, including dates, times, and impact.
4.6. Chatwize will review the claim and determine, in its reasonable discretion, whether the Bot Availability fell below the target and was attributable to Chatwize.
4.7. Service credits will be calculated based on the pro-rated portion of the monthly fee for the affected Customization Services.
4.8. The maximum service credits issued in any calendar month will not exceed the Subscriber’s monthly fee for the affected Customization Services.
4.9. These service credits are the Subscriber’s sole and exclusive remedy for any failure by Chatwize to meet the Bot Availability service level.
4.10. Service credits will be applied to the Subscriber’s next billing cycle. No cash refunds will be provided.
5. FEES AND PAYMENT
5.1. Hourly Rate: The Subscriber will be charged at the agreed-upon hourly rate for Customization Support Services. This rate may change with (specify notice period) written notice.
5.2. Billing: Support hours will be tracked and billed in (specify billing cycle, e.g., monthly) arrears. Chatwize will provide a detailed breakdown.
5.3. Payment Terms: Payment is due within (specify, e.g., 30 days) of invoice date. Late payments may incur interest per the Terms of Service.
5.4. Pre-Paid Support: Chatwize may offer pre-paid support packages. Unused hours may expire after (specify period).
6. RESPONSIBILITIES
Chatwize’s Responsibilities: Chatwize will provide Customization Services and support in a professional and timely manner, and in accordance with the SOW.
7. SUBSCRIBER’S RESPONSIBILITIES
7.1. Provide necessary information, access, and resources to enable Chatwize to perform the Services, including timely responses.
7.2. Use the customized AI bot in compliance with the Terms of Service and all applicable laws, including data-privacy regulations.
7.3. Ensure accuracy, legality, and quality of all data and content used with the bot.
7.4. Designate a primary contact for all communications related to Customization Services and support.
8. CONFIDENTIALITY
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the provision of services and support, in accordance with the confidentiality obligations in the Terms of Service.
9. INTELLECTUAL PROPERTY
Chatwize retains all intellectual property rights in its AI Chatbot and related technology. The Subscriber retains ownership of their content and data. Any custom code or modifications developed by Chatwize as part of the Customization Services will be owned by Chatwize, unless otherwise agreed in writing.
10. TERMINATION
10.1. This Agreement remains in effect for the duration of the Subscription Term or the agreed-upon term for the Customization Services, unless terminated earlier per the Terms.
10.2. Chatwize may terminate this Agreement if the Subscriber breaches any provision of this Agreement or the Terms of Service, or fails to pay fees timely.
10.3. Upon termination, the Subscriber’s access to the Customization Services and any custom code or modifications may be revoked, and Chatwize has no further support obligations.
11. LIMITATION OF LIABILITY
Chatwize’s liability under this Agreement is limited as set out in the Limitation of Liability clause in the Terms of Service.
12. INDEMNIFICATION
The Subscriber agrees to indemnify and hold Chatwize harmless from any claims, damages, or expenses arising from the Subscriber’s use of the customized AI bot, including but not limited to claims related to data privacy, intellectual-property infringement, or legal violations.
13. AMENDMENTS
Chatwize reserves the right to amend this Agreement at any time. The Subscriber will be notified in writing. Continued use of the Customization Services after notification constitutes acceptance of the amended Agreement.
14. GOVERNING LAW
This Agreement is governed by and construed in accordance with the laws of the Netherlands, as specified in the Terms of Service.
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