Advanced Service Level Agreement

This Advanced Service Level Agreement ("Agreement") is an addendum to the existing Terms of Service ("Terms") between Chatwize (Chamber of Commerce: 90238257) located at Hambakenwetering 1, 5231 DD 's-Hertogenbosch, The 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 ("Custom Services").

2. SCOPE OF SERVICES

Chatwize will provide Custom Services as detailed in the agreed Statement of Work (SOW) or Order Form. These services may include, but are not limited to:

3. SUPPORT SERVICES

3.1. Support Availability: Advanced support for Custom Services is 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 is subject to additional charges.

3.2. Support Channels: Subscribers can request support via (specify channels, e.g., email, phone, dedicated support portal).

3.3. Hourly Support: Support for Custom Services is provided on an hourly basis. The billable unit is one hour, and charges are calculated accordingly. A minimum of one hour will be charged per support request.

3.4. Response Times: Chatwize will use commercially reasonable efforts to respond to support requests within (specify timeframe, e.g., 4 business hours) during available support hours. The response will acknowledge receipt of the request and provide an estimated time to resolution.

3.5. Resolution Times: Chatwize will use commercially reasonable efforts to resolve issues related to Custom Services in a timely manner. However, resolution times may vary depending on the complexity of the issue and the timely cooperation of the Subscriber. Chatwize will provide the Subscriber with regular updates on the resolution status.

3.6. Exclusions: Support does not include:

3.7. Fair Use: Support is subject to fair-use principles. Excessive or unreasonable support requests may result in additional charges or limitations, at Chatwize's discretion.

4. SERVICE LEVELS AND SERVICE CREDITS

4.1. Bot Availability: Chatwize will ensure that the custom AI bot has a monthly uptime of (specify percentage, e.g., 99.5%), excluding:

4.2. Scheduled Maintenance: Chatwize will provide at least (specify notice period, e.g., 48 hours) advance notice for scheduled maintenance that may affect availability.

4.3. Error Correction: Chatwize will use commercially reasonable efforts to correct errors or defects in the custom AI bot that are directly attributable to Chatwize and are reproducible.

4.4. Service Credits for Bot Availability: Assuming that the monthly availability of the bot falls below the target specified in Section 4.1 (excluding the exceptions mentioned therein), the Subscriber may be eligible for service credits as follows:

4.5. To be eligible for service credits, the Subscriber must submit a written claim to Chatwize within (specify timeframe, e.g., 30 days) after the end of the month in which the uptime fell below the specified level. The claim must include detailed information about the outage, including dates, times, and impact.

4.6. Chatwize will review the claim and determine, in its reasonable judgment, whether the bot availability fell below the target and was attributable to Chatwize.

4.7. Service credits are calculated based on the proportional part of the monthly fee for the affected Custom Services.

4.8. The maximum service credits to be issued in any calendar month will not exceed the Subscriber's monthly fee for the affected Custom Services.

4.9. These service credits are the Subscriber's sole and exclusive remedy for any failure by Chatwize to meet the service level agreements regarding bot availability.

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 billed at the agreed hourly rate for the Custom Support Services. This rate may change following prior written notice of (specify notice period).

5.2. Billing: Support hours received will be tracked and billed in arrears on a (specify billing cycle, e.g., monthly) frequency. Chatwize will provide a detailed overview for this.

5.3. Payment Terms: Payment is due within (specify, e.g., 30 days) of the invoice date. Late payments may be subject to interest in accordance with the Terms of Service.

5.4. Prepaid Support: Chatwize may offer prepaid support packages. Unused hours may expire after (specify period).

6. CHATWIZE'S RESPONSIBILITIES

Chatwize's Responsibilities: Chatwize will provide Custom Services and support in a professional and timely manner, and in accordance with the SOW.

7. SUBSCRIBER'S OBLIGATIONS

8. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of proprietary or confidential information shared during the provision of services and support, in accordance with the confidentiality obligations in the Terms of Service.

9. INTELLECTUAL PROPERTY

Chatwize retains all patents and intellectual property rights to its AI Chatbot and related technology. The Subscriber maintains ownership of their generated content and data. Any custom code or modifications created by Chatwize as part of the Custom Services will always be the property of Chatwize, provided there is no written agreement to the contrary.

10. TERMINATION

10.1. This Agreement will be effective for the duration of the agreed subscription period regarding the relevant Custom Services, until the time of early termination in accordance with the agreements in the Terms of Service.

10.2. Chatwize is fully authorized to terminate this Agreement in the event of a breach of any part or condition of these regulations or Terms of Service by the defaulting Subscriber or the respective defaulter of the fees due.

10.3. Upon the expiration or revocation of this Condition or Agreement from the Subscriber, the accessibility thereof or to the necessary provided Custom Services and the specific custom codes or modifications provided by Chatwize will also be revoked, on the basis of which it can be stated that Chatwize is thereafter in no way obliged to continue offering support for such means.

11. LIMITATION OF LIABILITY

The liability of Chatwize resulting from this is limited to the same extent as described in the limitation of liability clause otherwise to be stated in the Terms of Service.

12. INDEMNIFICATION

The Subscriber agrees at all times to hold Chatwize harmless from a series of requested opposing reactions, accumulated objections, or claims of liabilities in retaliation against it that arise directly from the accumulated actions or through the use by the Subscriber in accordance with the addressed custom AI bot to be consulted by them on the basis of which, among other things, requirements and claims related to data processing, infringement that leads to it, or anything else relating to legal violations against which other parties may contend.

13. AMENDMENTS

Chatwize reserves the right at all times to deviate from the contents of this Agreement concerning the aforementioned provision or, with insight thereto, to amend the agreement in its entirety. For this purpose, the obligation is set to provide knowledge management during the process by notifying the Subscriber in writing. When this Subscriber subsequently applies to consult custom services with the required progress of incoming changes, this will also take place as a tacit agreement by or in accordance with the accepted agreement.

14. GOVERNING LAW

This Agreement derives its right of existence or in a broad context is made mandatory regarding the powers thereof to the prescribed Law exclusively related to Netherlands legislation to which and in particular is sent in view of the provision to be mentioned via the Terms of Service provisions are to be observed or taken.