Terms and Conditions
1. ACCEPTANCE OF TERMS
1.1. Before you begin using the Service, please read these Terms and Conditions, the Data Processing Terms available at www.kanbu.ai and other documents referenced herein (collectively also the “Terms”). By signing an order or agreement referring to the Terms and Conditions, or by clicking the button agreeing to the Terms and Conditions when this option is made available to you, you conclude with the Provider a contract for the use of the Service (hereinafter also the “Agreement”), of which the Terms form a part. If you do not agree with the Terms, you may not use the Service.
2. DEFINITIONS
2.1. “Provider” means Kanbu.ai, s.r.o., with its registered office at Purkyňova 649/127, Medlánky, 612 00 Brno, Company ID No.: 22583131, registered in the Commercial Register maintained by the Regional Court in Brno under file no. C 143394.
2.2. “Client” means the user of the AI chatbot Kanbu service (hereinafter also the “Service”), including the content and services offered through www.kanbu.ai (hereinafter also the “Website”). If the user uses the Service on behalf of a legal entity, then as a natural person he/she declares that he/she is authorized to bind the legal entity by the Agreement, and the word “Client” also refers to this entity.
2.3. “Client Data” means data, instructions, materials and other content that the Client provides or that the Provider receives from the user through the Service. Client Data does not include Output Data.
2.4. “Documentation” means documents describing the functions of the Service, requirements for its integration, use or support, in particular the User Documentation available on the Website, the description of the scope of commissioning of the Service if it forms part of the order (specification), the conclusions of the analysis carried out within the commissioning of the Service if it was carried out, and other documents available on the Website.
2.5. “Chargeback” means contacting a bank or credit/debit card provider and rejecting, reversing or disputing any charge payable in connection with the use of the Service.
2.6. “Third-Party Materials” means documents, data, products or services that are not those of the Provider, including open-source software. The list of Third-Party Materials is available on the Website.
2.7. “Affiliate” of a person means any person forming a business group with that person, in particular an influencing or influenced person, a controlling or controlled person, a person acting in concert or a group.
2.8. “SLA” means the service level agreement forming an annex to these Terms and Conditions.
2.9. “Output Data” means data related to the Client’s use of the Service, including statistical and performance information related to the operation of the Service.
3. COMMISSIONING OF THE SERVICE
3.1. Conditions of commissioning. In order for the Provider to properly commission the Service, the Client must, within the agreed deadlines, and if none are agreed then without undue delay, no later than 5 days from request, ensure all organizational and technical conditions, including HW and basic SW necessary for the operation of the Service in the configuration and according to the recommendations stated in the Documentation, and provide the Provider with all cooperation necessary for commissioning or use of the Service.
3.2. Commissioning. The Provider shall make the Service available to the Client in accordance with the Documentation. The parties may agree in the order on the description of individual milestones and deadlines for their completion. However, such description is only indicative and may be changed by the Provider, in particular if commissioning of the Service requires different effort or costs than anticipated. An individual milestone is completed at the moment when the Provider notifies the Client of completion of the agreed deliverable. The Service as a whole is commissioned at the moment when the Provider sends the Client the last agreed deliverable, or access credentials for its testing. Within 5 days from their sending, the Client may check whether the Service has been commissioned properly. Within the same period, the Client must confirm that the Service has been commissioned properly, or report identified defects. Any defects acknowledged by the Provider shall be remedied within a period corresponding to their severity.
3.3. Acceptance. The Client shall accept the commissioned Service with reservations or without reservations. The commissioned Service is deemed accepted by the Client upon the occurrence of any of the following:
a) signing of an acceptance protocol by the Client,
b) expiry of 5 days from the sending of the last agreed deliverable or access credentials for its testing, if within this period the Client does not notify any reservations preventing use (these are considered problems corresponding to incidents of the critical category), or
c) the Client starts using the Service other than for the purpose of its testing.
3.4. Additional work. If the Client requests modifications to the commissioning of the Service that are not stated in the order (for example product modifications and custom development, configuration interventions, data adjustments, implementation of specific processes, custom integrations and consulting), this constitutes a request for additional work. Upon receipt of such request, the Provider shall propose conditions (in particular deadline, price, cooperation requirements, etc.) under which it will perform the additional work. Negotiations regarding additional work do not affect the Client’s obligation to accept the Service, unless the parties agree otherwise. If the Client requests additional work and does not approve the price for its performance, the Provider may suspend the commissioning work until the parties agree on further procedure. If the Client approves the additional work, it shall pay the Provider the price for its performance on the basis of an invoice issued before commencement of the additional work.
4. USE OF THE SERVICE
4.1. Use. Once the Client accepts the commissioned Service, the Provider grants the Client a non-exclusive, non-transferable authorization to use it in accordance with the Agreement and the Documentation. The authorization is limited to the duration of the Agreement.
4.2. Reservation of rights. The Provider does not grant the Client any license or other intellectual property right to the software, Third-Party Materials or other works that form part of the Service, even if they are modified or custom-developed for the Client. All rights to the Service belong and shall remain exclusively with the Provider and all rights to Third-Party Materials belong to the respective providers of the Third-Party Materials. The Client acquires no licenses or other rights except those expressly stated in Section 4.1 or in the relevant third-party license terms. By concluding the Agreement, or at the moment of creation of such data, the Client assigns to the Provider the rights relating to the Output Data. The Provider reserves the right to make changes to the Service that it considers necessary or useful to increase its quality, efficiency or performance or to achieve compliance with regulations.
4.3. Suspension and termination. The Provider may suspend or terminate the Client’s access to the Service if:
a) it receives a court order or an order of a public authority requiring it to do so, or if it determines that a public authority or other body with statutory authority has introduced a new or amended an existing law, rule, regulation, interpretation or decision, as a result of which performance of any part of the Agreement by the Provider would be unlawful or otherwise illegal,
b) the Client fails to comply with the Agreement, breaches legal regulations, uses the Service beyond the scope of granted rights or for a purpose not permitted by the Agreement, engages in fraudulent or unlawful activities, or
c) the Client fails to pay any amount due to the Provider by the due date.
4.4. SLA. The Provider shall use commercially reasonable efforts to provide the Service in accordance with the agreed service level. Further information on individual service levels is available in the SLA. Unless otherwise agreed by the parties in the order, the Service is provided under the “Premium” plan.
4.5. Free version. The Provider may offer a free version. In such case, the Service will be provided free of charge for a period of 14 days within the scope specified in the price list available on the Website. When using the free version of the Service, the Provider shall not be liable for defects of the Service or for damages caused by the use of the Service. The SLA does not apply to the use of the free version of the Service.
5. LIMITATIONS OF USE
5.1. Limitations of use. The Client may not use and may not allow other persons to access or use the Service in a scope that the Agreement (or the license terms of Third-Party Materials) does not expressly permit or even prohibits. In particular, the Client may not:
a) rent, sublicense, resell, assign, distribute, share or otherwise misuse the Service,
b) perform reverse engineering of the Service, copy or modify the Service,
c) use access to the Service, Documentation or confidential information for the purpose of creating a competing product or service,
d) allow the subscription to be shared or used by more admin users than permitted by the selected subscription (except that the subscription may be reassigned to a new admin user replacing the original one who no longer uses the Service for any purpose), circumvent or breach any security used by the Service or access or use the Service other than through an authorized user using his/her own valid access credentials,
e) upload, transmit or otherwise provide to or through the Service any data or materials that are unsolicited advertising or content (i.e. “spam”), are unlawful or contain or activate any harmful code (software, hardware or other technology, including malware, the purpose or effect of which is to enable unauthorized access to or disrupt or otherwise harm any computer, software, hardware or network or prevent any other customer or authorized user from accessing or using the Service),
f) hack, damage, disable, interfere with or otherwise disrupt the Service or the provision of the Service,
g) use the Service in a manner or for a purpose that infringes intellectual property rights, other rights of third parties or legal regulations.
5.2. Sanctions. The Service is offered to users who are not subject to a sanctions regime and do not reside in a country from which access to the Service is prohibited under applicable sanctions or export control regulations. By concluding the Agreement, the Client declares that it meets the above conditions. If it does not meet these conditions, it may not use the Service. The Provider reserves the right to restrict the availability of the Service at any time for any person, entity, geographic area or jurisdiction.
5.3. Fair use policy. Use of the Service is limited by the scope of the agreed subscription. Furthermore, use of the Service is limited to a scope that is fair, reasonable, customary for other customers of the Provider, and in accordance with technological limits stated in the Documentation. If the Client intends to use the Service beyond this scope, it must contact the Provider and negotiate in good faith an increase of such limits. Unless otherwise agreed by the parties, within 30 days from the date it was determined that the Client used the Service beyond the above scope, the Client shall pay the Provider a fee for such excessive use calculated as the product of the percentage of exceeding the usual scope of use and the price for standard use of the Service.
5.4. Audit. The Provider or a person authorized by it may conduct an audit or instruct a third party to conduct an audit if it has reasonable suspicion of a breach of the Agreement by the Client. The Client and its employees must cooperate with the Provider, provide access to all relevant records, premises, personnel and other information and, as necessary, provide requested copies. If the audit reveals that the Client used the Service beyond the scope permitted by the Agreement, the Client shall pay the Provider the price for such excessive use of the Service (calculated proportionally according to the current price list), increased by interest on such amounts and further by costs incurred in connection with conducting the audit, all within 15 days from notification of the audit results.
6. OBLIGATIONS OF THE CLIENT
6.1. Cooperation. Throughout the duration of the Agreement, the Client is obliged to provide the Provider with all further cooperation and assistance so that the Provider may exercise its rights and fulfill its obligations under or in connection with the Agreement.
6.2. Obstacles to performance. If the Client fails to provide cooperation or fails to fulfill any other obligation under the Agreement, this constitutes an obstacle to performance of the Agreement on the part of the Client, which entitles the Provider to suspend performance of the Agreement. The duration of the obstacle during which the Provider cannot perform shall be calculated from the first day on which the obstacle arose until the moment when the Client, after removing the obstacle, informs the Provider of its removal. Deadlines for the performance of the Provider’s obligations shall be extended by the duration of the obstacle and by the time necessary to restore continuity of performance towards the Client. The subscription period for use of the Service shall not be extended by the duration of the obstacle. If the Client’s delay in providing cooperation lasts longer than 30 days, the Provider may terminate the Agreement with immediate effect.
6.3. Remedial measures. If the Client becomes aware of any actual or threatened activity prohibited under Section 5.1, it must immediately inform the Provider thereof and take all measures that are appropriate to stop such activity and mitigate its effects (for example interruption and prevention of unauthorized access to the Service or deletion of data to which anyone has gained unauthorized access).
6.4. Responsibility of the Client. The Client bears sole responsibility for:
a) compliance with the requirements stated in the Documentation. If these requirements are not met, the Service may not function properly or may not function at all,
b) the legality of processing of Client Data. In particular, the Client is responsible for being authorized to provide all Client Data to the Provider and that by their use and processing for the purpose of providing the Service no rights of third parties will be infringed, in particular intellectual property rights, privacy rights or obligations laid down by legal regulations. The Client must inform persons whose personal or other data it provides to the Provider for the purpose of providing the Service about such transfer of data to the Provider as a processor, or obtain consent to such transfer of personal data if necessary,
c) the use, security and protection of user access credentials against unauthorized use, and all use of the Service through the Client’s systems or user access credentials, including all results obtained from such access or use and all conclusions, decisions and actions based thereon.
7. PRICE
7.1. Price for commissioning. Unless otherwise agreed by the parties, 50% of the price for commissioning of the Service is payable in advance on the basis of a pro forma invoice issued after conclusion of the Agreement. The remaining part of the commissioning price is payable after acceptance of the Service (Section 3.3 of the Terms and Conditions). The right to payment for any additional work (further modifications and provision of technical support beyond the subscription) arises after approval of a report submitted to the Client on a monthly basis. The price of additional work shall be determined on the basis of the report. The Client undertakes to approve the report without undue delay and to report any objections concerning the time recorded in the report within 5 days from its delivery to the Client. Any objection must specify the disputed item of the report and the reason for which the Client believes that the given record in the report is incorrect. The Client may approve the report either expressly by consent or implicitly by failing to deliver any justified objections to the report within 5 days from submission of the report for review. Rejection of approval of the report must be explicit.
7.2. Subscription. The price for use of the Service is paid in the form of a subscription. The subscription includes a certain number of messages sent by AI, data sources, admin users, AI agents and other parameters (“limits”), which are stated in the price list on the Website. The Client is obliged to pay the full amount of the subscription even if it does not use all subscription limits. In such case, unused units expire without compensation. If subscription limits are exceeded, the Client shall pay fees under the pay-as-you-go regime according to the price list on the Website, however not exceeding the amount set by the Client in the Service administration. In case of termination of the Agreement, the price for unused units is not refunded. Unless otherwise agreed by the parties, the subscription period is monthly and the first subscription period begins and is paid from the date of commissioning of the Service. The subscription is payable in advance on the basis of an invoice issued before the start or at the beginning of each subscription period for services provided in that period. Fees for excessive use are payable together with the next subscription, however the Provider may invoice them separately at any time. The Client is obliged to pay the subscription even if the Service is only partially commissioned due to failure to provide necessary cooperation or if it unjustifiably refused to accept commissioning.
7.3. Payment methods.
a) Payments by bank transfer. The invoice shall have a maturity of 14 days from issuance; a pro forma invoice may have a shorter maturity. The Provider shall send invoices electronically to the Client’s email address. The Client shall pay the price by transfer to the account specified in the invoice and shall use all indicated payment identifiers (e.g., variable symbol). If a dispute arises between the parties (e.g., regarding payment for additional work, use beyond the agreed scope, etc.), the Client must pay the entire undisputed part of the price, regardless of the status or nature of the dispute. Payment obligations are not affected by force majeure events.
b) Payments by payment card. The subscription may be paid online by card. In such case, the payment is governed by the terms of the payment gateway and is due at the moment when the Provider redirects the Client to the payment gateway. The Client agrees that in this case the invoice will be issued electronically after payment of the subscription and sent to the Client’s email address. In the event of renewal of the subscription period and in the case of pay-as-you-go fees, the price will be automatically charged to the payment card using the last details entered by the Client into the payment gateway. The Client sets the maximum amount of pay-as-you-go fees for the relevant subscription period in the administration. The Client agrees to the storage of card details and to the execution of automatic payments.
7.4. Taxes. Unless otherwise agreed by the parties, all prices are stated excluding VAT, which the Provider shall charge to the Client in accordance with legal regulations and which the Client undertakes to pay in addition to the stated prices. Prices also do not include any other taxes or fees. If the Client is obliged to make any deduction from payment of the price (for example to pay withholding income tax), it must first inform the Provider of such fact. The Provider is entitled to increase the invoiced price so that it always receives the net amount that would belong to it without any deductions or withholdings.
7.5. Changes. The Provider may change prices and introduce new fees. It shall notify the Client of changes together with the date on which they become effective. If the Client does not deliver a notice of termination to the Provider before the effective date of the change, it agrees to the change. If the Client delivers a notice of termination to the Provider before the effective date of the change, the Agreement shall terminate upon expiry of the currently ongoing subscription period, during which the original prices shall apply.
7.6. Chargeback. The Provider reserves the right to immediately and without prior notice suspend the Client’s access to the Service if it receives notice of a Chargeback. A Chargeback shall be considered a breach of payment obligations under the Agreement by the Client. The Provider reserves the right to dispute any received Chargeback and to take reasonable steps to restrict future access of the Client to the Service if it believes that the Client requested a Chargeback in bad faith.
7.7. Default. If the Client is in default with payment of any due amount, the Provider may charge a contractual default penalty of 0.05% of the due amount for each commenced day of delay.
8. CONFIDENTIALITY
8.1. Confidential Information. In performance of the Agreement, either party (as the disclosing party) may disclose its confidential information to the other party (as the receiving party). Confidential Information means all non-public information of a commercial, financial, technical, operational or production nature, including trade secrets, and other non-public information that the receiving party should consider confidential with regard to its content or the manner in which it was disclosed. This includes in particular information about business plans, know-how, price, access credentials, passwords, source codes, related analytical and financial indicators. Confidential Information does not include information that is or becomes publicly known or available otherwise than through an act or omission of the receiving party or was in the possession of the receiving party prior to the date of conclusion of the Agreement.
8.2. Confidentiality obligation. The receiving party undertakes to maintain confidentiality of the disclosing party’s Confidential Information. The receiving party may use the disclosing party’s Confidential Information only in accordance with the Agreement for the purpose of its performance. Unless necessary for performance of the Agreement, the receiving party may not disclose, communicate to others or otherwise use the disclosing party’s Confidential Information.
8.3. Permitted disclosure. The receiving party may disclose the disclosing party’s Confidential Information only to its employees or collaborators and only to the extent necessary for performance of its obligations in accordance with the Agreement, provided that it binds them to confidentiality at least to the extent to which it is itself bound by this Agreement. The receiving party shall be liable for any breach of confidentiality caused by persons to whom it discloses Confidential Information as if it had breached confidentiality itself.
8.4. Exceptions. The confidentiality obligation does not apply to information that is publicly available at the time of disclosure to the receiving party, provided that it did not become publicly available in connection with a breach of the Agreement, or that was known to the receiving party without any restriction before it was received from the disclosing party, which the receiving party may demonstrate by existing written records. The confidentiality obligation also does not apply where the obligation to disclose the other party’s Confidential Information arises from a legal regulation or a decision of a public authority. Even in such case, the obligation to disclose or publish Confidential Information applies only to the minimum necessary extent. If it is necessary to disclose any Confidential Information to a third party (e.g., a court or authority), the receiving party must inform the disclosing party in writing in advance.
8.5. Duration. The confidentiality obligation shall last for the entire duration of the trade secret and with respect to other Confidential Information for the duration of the Agreement and for 5 years after its termination, unless the disclosing party publishes specific Confidential Information earlier. Upon request of the disclosing party, the receiving party shall return or destroy all copies of Confidential Information that it is not obliged to retain under legal regulations.
9. LEGAL LIABILITY
9.1. Indemnification. The Client represents and warrants to the Provider that it holds the necessary rights and consents relating to Client Data, so that upon their receipt by the Provider and processing in accordance with the Agreement no intellectual property rights, privacy rights or other rights of third parties will be infringed, nor will any applicable legal regulations be violated. The Client shall indemnify the Provider and its Affiliates and hold them harmless from all damages, including sanctions, fines and legal representation costs, which may arise in connection with breach of the Client’s representations, use of the Service outside the purpose, scope or manner permitted by the Agreement or contrary to the Provider’s instructions or any other act or omission of the Client in connection with the Agreement.
9.2. Disclaimer of warranties. Beyond Section 4.4, the Service is provided “as is” and the Provider gives the Client no warranty that the Service is available or that it will function without interruption, fit for a particular purpose, compatible with any software, system or other services, or that it will be secure, accurate or error-free. All Third-Party Materials are provided “as is” and any representation or warranty regarding Third-Party Materials is solely between the Client and the provider of the Third-Party Materials. If the Service is unavailable, the Client’s sole remedy for defective performance is a discount according to the SLA.
9.3. Limitation of liability. To the maximum extent permitted by legal regulations, neither the Provider nor its Affiliates shall be liable for lost profit, inability to use the Service or interruption of its provision, nor for loss, damage or restoration of Client Data or breach of their security. The total liability of the Provider and its Affiliates to compensate damages to the Client or its Affiliates arising out of or in connection with the Agreement is limited in aggregate to an amount corresponding to 100% of the subscription price paid by the Client to the Provider under the Agreement for the period of 1 month preceding the event giving rise to the claim for damages. Beyond this amount, the Provider’s liability is excluded.
9.4. Exclusivity. This Article 9 and Section 4.4 govern the entire liability of the Provider for damages or defects of the Service. The Client expressly waives any rights not stated herein and agrees to the above limitation of liability. Payment of any contractual penalty does not affect the right of the entitled party to compensation for damages caused by breach of obligations in full.
9.5. Security of model data. The Provider uses exclusively paid API versions of language models (e.g., OpenAI, Google Gemini), which according to their terms and conditions do not include client inputs in training data. No data provided by the Client are used for training public or internal models of third parties. All data remain exclusively within the Client’s access and are not shared or analyzed outside the system without explicit consent.
10. TERM OF THE AGREEMENT
10.1. Term. The Agreement becomes effective on the date of signing of the order by the other party and is concluded for the duration of the subscription period stated in the order. If the order does not specify another subscription period, its duration is 1 month. The first subscription period ends upon expiry of the calendar month in which the Service was commissioned.
10.2. Renewal. The subscription period is automatically renewed for another 1 month upon its expiry, repeatedly. Renewal shall not occur only if either party notifies the other party in writing no later than 15 days before expiry of the current subscription period that it wishes to terminate the subscription period. In such case, the Provider shall terminate provision of the Service on the last day of the subscription period.
10.3. Termination. In addition to other rights arising from legal regulations or agreed by the parties:
a) either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and such breach is incapable of remedy, or is capable of remedy but remains unremedied for 30 days after receipt of written notice of such breach,
b) either party may terminate the Agreement with immediate effect if the other party becomes insolvent or threatened with insolvency within the meaning of legal regulations effective as of the date of termination, files a petition to commence insolvency proceedings against itself (debtor’s petition), or enters into liquidation, and
c) the Provider may terminate the Agreement with immediate effect if the Client fails to pay any amount by the due date and such default lasts longer than 15 days or if it breaches any other provision of the Agreement, in particular Sections 5.1, 6.4 or 6.5.
10.4. Procedure after termination. Unless the parties agree otherwise, upon termination of the Agreement:
d) rights and licenses granted by the Provider to the Client shall immediately terminate,
e) after a further 3 months, the Provider may destroy and permanently delete all Client Data; for the avoidance of doubt, this obligation does not apply to Output Data,
f) the Client is obliged within 15 days or upon written request of the Provider to permanently delete all transferred materials and Confidential Information of the Provider from all Client systems and confirm in writing to the Provider that it has fulfilled this obligation, and
g) if the Client terminates the Agreement pursuant to Section 10.3(a), the Client shall be relieved of the obligation to pay subscription fees attributable to the period after the effective date of such termination; in all other cases, all prices and other fees that would have become due if the Agreement had remained in effect until expiry of the current billing period shall become immediately due and payable by the Client together with all previously incurred but unpaid amounts upon receipt of an invoice. If the Provider cannot automatically charge the relevant fees using the last details entered by the Client into the payment gateway, the Client shall pay the due amounts based on an invoice issued by the Provider.
10.5. Surviving provisions. Termination of the Agreement for any reason does not affect rights and obligations which by their nature are to survive termination, in particular contractual penalties, limitation of liability and indemnification obligations.
11. FINAL PROVISIONS
11.1. Communication. The parties shall communicate primarily electronically via email of the contact persons. If any notice or action requires written form, an email with a simple electronic signature shall suffice.
11.2. Amendments. The Provider may amend the Terms at its discretion, in particular, but not exclusively, in the event of changes in applicable laws, services and contracts with its suppliers. Amendments shall be notified to the Client by email or by notification in the Service administration. All amendments become effective on the specified date, which shall be at least 30 days from the date of notification of the amendments, and shall apply to all subsequent use of the Service. If the Client does not agree with the amendment, it may terminate the Agreement with effect after expiry of a 1-month notice period, which begins on the first day of the calendar month following delivery of the written notice of termination, provided that the notice must be delivered to the Provider before the effective date of the amendment. In case of termination under this Section, the currently valid Terms shall apply during the notice period. The Client’s continued use of the Service after expiry of their validity period means that the Client accepts and agrees to the amendments.
11.3. Governing law and jurisdiction. All legal relations related to the Agreement are governed by Czech law. The parties shall first attempt to resolve disputes amicably. If they fail to reach an amicable settlement, disputes shall be decided by the general courts having subject-matter and territorial jurisdiction according to the registered office of the Provider.
11.4. Exclusion of trade customs. The parties exclude the application of trade customs pursuant to Section 558(2) of Act No. 89/2012 Coll., Civil Code, as amended, except for those expressly agreed in the Agreement. The parties assume the risk of change of circumstances within the meaning of Section 1765(2) of the Civil Code. Failure or omission of either party to enforce any of its rights under the Agreement shall not be deemed a waiver of such rights in the future and does not establish an established practice between the parties.
11.5. Force majeure. The parties consider as force majeure any unforeseeable circumstances that they cannot reasonably control, in particular natural disasters, embargoes, strikes (including planned strikes), war, epidemics and cyber attacks (for example DDoS). If a failure to perform an obligation occurs due to force majeure, it shall not constitute a material breach of the Agreement.
11.6. Severability clause. Invalidity, ineffectiveness, apparent invalidity or unenforceability of any part of the Agreement shall not affect the remaining parts of the Agreement. The parties shall replace any invalid, ineffective, apparently invalid or unenforceable part of the Agreement with a valid, effective, not apparently invalid and enforceable part having the same commercial and legal meaning within 14 days from the date on which they receive a request from the other party.
11.7. Assignment prohibition. Without the prior written consent of the Provider, the Client may not set off against the Provider any claim, right or receivable arising from the Agreement nor assign any receivable against the Client to a third party; however, the Provider may assign the Agreement as a whole to its Affiliate even without prior written consent of the Client.
11.8. Marketing. The Provider may place the Client’s business name, logo, trademark or any other trade designation on its website in the references section and use them as a reference in its offers and on social networks.
11.9. Entire agreement. The Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces all prior arrangements of the parties regarding the subject matter of the Agreement. In case of conflict between documents forming the Agreement, the documents shall apply in the following order: first the order and specification, then the Terms and Conditions, and subsequently the remaining documents in the order in which they are listed.
SLA
Annex No. 1 – Service Level Agreement (SLA)
1. ADDITIONAL DEFINITIONS
1.1. “Initial Response Time” means the time between the moment an Incident is received and entered by the Provider into the ticketing system and the Provider’s first response.
1.2. “Incident” means a problem with the Service caused by a defect in the Provider’s software.
1.3. “Business Day” means any day of the week from Monday to Friday, excluding public holidays defined in Section 1 and Section 2 of Act No. 245/2000 Coll., on Public Holidays, Other Holidays, Significant Days and Days of Rest.
1.4. “Business Hours” means the time from 10:00 to 18:00 on Business Days. The stated times refer to the time zone for Central European Time (CET) and take into account daylight saving time.
1.5. “Service” to which this SLA applies is the provision of the AI chatbot Kanbu software as a service. The SLA does not apply to other services provided by the Provider (for example custom software development unrelated to the Project or general AI consulting).
1.6. “Exception” means any of the following:
a) scheduled downtime,
b) reduced performance or temporary unavailability of a particular function of the Service that does not have a material impact on the use of the Service as a whole,
c) any act or omission of the Client not in accordance with the Agreement or the Provider’s instructions, including improper use of the Service, API or use of the Service without adjustments recommended by the Provider,
d) unavailability caused by any Client system or Third-Party Material, including failure, interruption, outage or other problem with any software, hardware, system, telecommunication service, network, internet, device, cable or line interruption,
e) unavailability caused as a result of attempts to perform operations beyond prescribed quotas or as a result of limitations by the Provider in case of suspected misuse,
f) use of an unsupported version of the Service or during or in connection with a demonstration, preliminary, beta or trial version of the Service,
g) disabling, suspension or termination of the Service pursuant to the Agreement, or
h) a force majeure event or other factor beyond the Provider’s control.
1.7. “Outage” means the time during which the Service is completely unavailable due to an unresolved critical Incident, except for unavailability of the Service in connection with any of the Exceptions.
2. AVAILABILITY
2.1. The Provider provides the Service in accordance with the agreed plan. Individual service level plans offer the following availability requirements:
Plan Availability Requirement
Trial N/A
Standard 95 %
Premium 99 %
2.2. The availability requirement is measured separately for each individual subscription period according to the following formula. In the case of a partial subscription period (which begins on a day other than the 1st day of the month or ends before the last day of the month), the Service is considered available for the remaining part of the month. Total hours means the total number of hours in the subscription period. Times are rounded down to whole minutes:
Availability in % = (Total number of hours − Number of Outage hours) / Total number of hours
2.3. If the Provider fails to meet the availability requirement under Section 2.1, it shall provide the Client with a discount calculated according to the following formula. The discount is calculated from the subscription price for the month in which the availability requirement was not met (or the proportional part of the subscription price attributable to 1 month if the subscription period is longer than 1 month):
Plan Discount amount
Standard 0.5 % for each full 0.1 % below the agreed SLA level
Premium 2 % for each full 0.1 % below the agreed SLA level
2.4. The Provider provides the discount up to a maximum of 100 % of the subscription price for the month in which the availability requirement was not met (or the proportional part of the subscription price attributable to 1 month if the subscription period is longer than 1 month).
3. TECHNICAL SUPPORT
3.1. The Client may report Incidents through the contact channels specified in the order and further through a tool designated by the Provider.
3.2. When reporting Incidents, the Client is obliged to provide the following information:
a) identification of the Client (contact name / company name / instance URL / supplier code designation),
b) detailed description of the Client’s Systems,
c) time of the problem and detailed description of the problem,
d) description of the steps that led to replication of the Incident and measures taken to prevent the Incident,
e) screenshot, displayed error messages and other diagnostic information.
3.3. An Incident report is not complete and does not trigger the running of any Initial Response Time until the Provider obtains all answers, information and documentation necessary to resolve it. The Provider may request from the Client additional information, documents, other materials or cooperation that it considers necessary for effective resolution of the request. Until the Client provides such additional information and documentation, the Initial Response Times are suspended and do not run.
3.4. The Provider distinguishes the following Incident categories:
Category Description
1 – high priority
Incidents that significantly affect the operation of the Service. The Service is unavailable or the primary use of the Service is non-functional, and the error applies to all users and all supported devices.
Examples: users cannot log in to the Service, persona does not work for any visitors.
2 – medium priority
Incidents that partially affect the operation of the Service. Limited operation of the Service or primary use of the Service, and the error applies to all users and all supported devices.
Examples: some critical service functions do not work, isolated cases of persona failure, noticeable slowdown of the application.
3 – low priority
Other Incidents.
3.5. Provided that the Client enables the Provider’s response and that the Incident is not caused as a result of any Exception, the Provider shall use commercially reasonable efforts to first respond to the Incident within the Initial Response Time specified below:
Incident Category Initial Response Time
1 – high priority 16 hours
2 – medium priority 3 Business Days
3 – low priority 10 Business Days
3.6. The Provider’s customer care team determines issue priorities based on the category. However, the Provider does not guarantee that it will meet the above timeframes in a given period. The Provider may respond to or resolve any Incident within a longer timeframe or not resolve it at all and the Client is not entitled to a refund. In the event of unavailability of the Service, the Client may only request that the Provider grant it a discount in accordance with Section 2.3.
4. ADDITIONAL CONDITIONS FOR CLAIMING A DISCOUNT
4.1. A condition for granting a discount is the reporting of the claim by the Client via email sent to the address specified in Section 3.1 with the subject “Discount for failure to meet SLA”. The report must be delivered to the Provider no later than 7 days after the end of the month in which the alleged SLA failure occurred. The request must include documentation proving failure to meet the Service level.
4.2. Any discount shall be granted in the subscription period following the period in which the failure occurred. If no subsequent period follows due to termination of the Agreement, the discount expires without compensation or other right arising from defective performance.
4.3. The discount is the exclusive remedy for failure to meet the service level agreed in the Agreement and the Client may not claim any other or additional types of remedies for defective performance, discounts or damages.
