1. ACCEPTANCE OF TERMS
1.1. Before using the Service, please read these Terms and Conditions, the Terms of Processing available at www.kanbu.ai and other documents referenced herein (collectively, the "Terms"). By signing an order or contract referring to the Terms and Conditions, or by clicking on the button to agree to the Terms and Conditions when this option is made available to you, you enter into a contract for the use of the Service
(hereinafter also referred to as the "Agreement"), which includes the Terms. If you do not agree to the Terms, you must not use the Service.
2. DEFINITION
2.1. "Supplier" means Utima Solutions, s.r.o., with its registered office at Purkyňova 649/127, Medlánky, 612 00 Brno, ID No.: 19285001, registered in the Commercial Register at the Regional Court in Brno under file No. C 133638.
2.2. "Client" means a user of the Kanbu AI chatbot service (hereinafter also the "Service"), including the content and services offered through the 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 entitled to bind the legal entity by the Contract, and the word "Client" also applies to this person.
2.3. "Client Data" means data, instructions, materials and other content that the Client provides or the Contractor receives from the User through the Service. The Client's data do 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, a description
of the scope of commissioning the Service, if included in the order (specification), the conclusions of the analysis carried out as part of the commissioning of the Service, if any, and other documents available on the Website.
2.5. "Chargeback" means contacting a bank or credit/debit card provider to refuse, cancel or contest the charge of any amount due in connection with your use of the Service.
2.6. "Third Party Materials" means documents, data, products or services that are not Vendors, including open-source software. A list of third-party materials is available on the Website.
2.7. An "affiliate" of a person is any person forming a business group with a person, in particular an influential or influenced person, a controlling or controlled person, a concerted person or a concern.
2.8. "SLA" means the Service Level Agreement annexed to these Terms and Conditions.
2.9. "Output data" means data related to the use of the Service by the Client, including statistical and performance information related to the operation of the Service.
3. PUTTING THE SERVICE INTO OPERATION
3.1. Terms of commissioning. In order for the Contractor to be able to put the Service into operation properly, the Client must 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 specified in the Documentation, within the agreed deadlines and if not agreed, without undue delay, no later than 5 days from the request, and provide the Contractor with all cooperation necessary for the commissioning or use of the Service.
3.2. Commissioning. The Contractor shall make the Service available to the Client in accordance with the Documentation. The parties can agree on the description of individual milestones and their completion
dates in the order. However, such a description is only indicative and may be changed by the Contractor, especially if the commissioning of the Service requires different efforts or costs than expected. An
individual milestone is completed when the Contractor notifies the Client of the completion of the agreed output. The Service as a whole is put into operation at the moment when the Contractor sends the Client
the last agreed output, or access data for its testing. Within 5 days of sending them, the Client may check whether the Service has been put into operation in order. Within the same period, they must confirm that
the Service is put into operation in order or report any defects found. Any defects recognized by the Contractor will be removed within a period corresponding to their seriousness.
3.3. Takeover. The Client shall take over the commissioned Service with or without reservations. The Service that has been put into operation is taken over by the Client as soon as any of the following circumstances occur:
a) signing of the acceptance protocol by the Client,
b) 5 days have elapsed since the last agreed output or access data for its testing, if the Client does not notify any objections preventing the use within this period (these are considered to be problems corresponding to incidents of the critical category), or
c) The Client will start using the Service otherwise than for the purpose of testing it.
3.4. Extra work. If the Client requests modifications to the commissioning of the Service that are not specified in the order (e.g. product modifications and custom development, configuration interventions, data
modifications, implementation of specific processes, tailor-made integration and consultancy), this is a request for additional work. Upon receipt of such a request, the Contractor proposes the conditions (especially the date, price, requirements for cooperation, etc.) under which the extra work will be performed. Negotiations on extra work do not affect the Client's obligation to take over the Service, unless the parties agree otherwise. If the Client requests extra work and does not agree on the price for its performance, the Contractor may suspend work on putting the Service into operation until the parties
agree on the next steps. If the Contractor agrees to the extra work, it will pay the Contractor the price for its performance based on the invoice issued before the start of the extra work.
4. USE OF THE SERVICE
4.1. Use. As soon as the Client takes over the commissioned Service, the Contractor grants the Client a non-exclusive, non-transferable authorization to use it in accordance with the Contract and the
Documentation. The authorization is limited to the duration of the Agreement.
4.2. Reservation of Rights. The Contractor does not grant the Client any license or other intellectual property right to the software, Third-Party Materials or other works that are part of the Service, even if they are
modified or developed to measure for the Client. All rights in and to the Service belong and remain with Vendor and all rights in and to Third Party Materials belong to the respective providers of Third-Party Materials. The Client does not acquire any licenses or other rights, except for those expressly stated in par. 4.1 or in the applicable third-party license terms. By concluding the Contract, or now of creating such data, the Client assigns to the Contractor the rights relating to the Output data. Supplier reserves the right to make changes to the Service that it deems necessary or useful to improve its quality, efficiency or performance, or to comply with regulations.
4.3. Suspension and Termination. The Contractor may suspend or terminate the Client's access to the Service if:
a) receives an order from a court or public authority ordering it to do so, or if it finds that a government authority or other body with legal authority has introduced or amended an existing law, rule, regulation, interpretation or decision that would render the performance of any part of the Contract by the Contractor illegal or otherwise illegal,
b) The Client fails to comply with the Agreement, violates legal regulations, uses the Service beyond the scope of the granted rights or for a purpose not permitted by the Agreement, participates in fraudulent or illegal activities, or
c) The Client shall not pay any amount due to the Contractor within the due date.
4.4. SLAs. The Supplier shall make commercially reasonable efforts to provide the Service in accordance with the agreed level of service. More information about each service tier is available in the SLA. Unless otherwise agreed by the parties in the order, the Service is provided in the "Premium" plan.
4.5. Free version. The supplier may offer a free version. In this case, the Service will be provided free of charge for a period of 14 days to the extent specified in the price list available on the Website. Within the framework of using the free version of the Service, the Contractor shall not be liable for defects in the Service or for damage caused using the Service. The SLA will not apply to the use of the free version of the Service.
5. RESTRICTIONS ON USE
5.1. Restrictions on Use. The Client may not use or allow other persons to access or use the Service to the extent that the Agreement (or the license terms of the Third-Party Materials) expressly does not allow or
even forbid it. In particular, they must not:
a) rent, sublicense, resell, assign, distribute, share or similarly exploit the Service,
b) reverse engineering, copy or modify the Service,
c) access the Service, Documentation or Confidential Information in order to create a competing product or service,
d) allow subscriptions to be shared or used by more admin users than the chosen subscription allows (except that the subscription may be reassigned to a new admin user to replace 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 their own; the access data in force at the time,
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 malicious code (software, hardware or other technology, including malware, the purpose or effect of which is to enable unauthorized access to, or interfere with, or otherwise damage any computer, software, hardware or network, or prevent any other customer or authorized user from accessing or accessing the Internet). or in the use of the Service),
f) hack, damage, disable access, interfere with or otherwise interfere with 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 regulations.
5.2. Sanctions. The Service is offered to users who are not subject to the sanctions regime and do not reside in a country from which access to the Service is prohibited under effective sanctions or export control
regulations. By concluding the Contract, the Client declares that it meets the specified conditions. If he does not meet these conditions, he may not use the Service. Supplier reserves the right to limit the availability of the Service to any person, entity, geographic region or jurisdiction at any time.
5.3. Fair Use Policy. The use of the Service is limited by the scope of the agreed subscription. Furthermore, the use of the Service is limited to the extent that is fair, reasonable, customary for other customers of the Supplier, and in accordance with the technological limits specified in the Documentation. If the Client intends to use the Service beyond this scope, it must contact the Provider and negotiate in good faith to
increase the specified limits. Unless the parties agree otherwise, within 30 days from the day when it was found that the Client has used the Service beyond the specified scope, the Client shall pay to the
Contractor a fee for such excessive use calculated as the product of the percentage amount exceeding the scope of usual use and the price for standard use of the Service.
5.4. Control. The Contractor or a person authorized by the Contractor may carry out an inspection or instruct a third party to perform an inspection if it has a reasonable suspicion of a breach of the Contract by the Client. The Client and its employees must cooperate with the Contractor, provide the Contractor with access to all relevant documents, premises, personnel and other information, and provide requested
copies as necessary. If the inspection reveals that the Client has used the Service beyond the scope permitted by the Contract, the Client shall pay the Service Provider the price for such excessive use of the Service (calculated proportionally according to the current price list) plus interest on these amounts and costs incurred in connection with the inspection, all within 15 days of the notification of the inspection results.
6. OBLIGATIONS OF THE CLIENT
6.1. Cooperation. Throughout the term of the Contract, the Client is obliged to provide the Contractor with all other cooperation and assistance so that the Contractor can exercise its rights and fulfil its obligations under the Contract or in connection with it.
6.2. Obstacles to performance. If the Client fails to cooperate or fails to fulfil any other obligation under the Contract, it is an obstacle to the performance of the Contract on the part of the Client, which entitles the Contractor to suspend the performance of the Contract. The duration of the obstacle during which the Contractor cannot perform is calculated from the first day when the obstacle occurred until the moment when the Client informs the Contractor of its removal after the obstacle has been removed. The deadlines for fulfilling the Contractor's obligations are extended by the duration of the impediment and the time
use of the Service is not extended for the duration of the impediment. If the Client's delay in providing cooperation lasts longer than 30 days, the Contractor may terminate the contract with immediate effect.
6.3. Corrective actions. If the Client learns of any actual or threatened activity prohibited in par. 5.1, shall promptly notify Supplier thereof and take all measures appropriate to cease such activity and mitigate its effects (for example, to interrupt and prevent unauthorized access to the Service or to delete data to which anyone has gained unauthorized access).
6.4. Client's Responsibility. The Client is solely responsible for:
a) comply with the requirements specified in the Documentation. If they fail to meet these requirements, the Service may not function properly or may not work at all,
b) the legality of the processing of the Client's Data. In particular, the Client is responsible for the fact that it is entitled to provide the Contractor with all of the Client's Data and that their use and processing for the purpose of providing the Service will not violate the rights of third parties, in particular intellectual property rights, privacy protection rights or obligations stipulated by law. The Client must inform the persons whose personal or other data it will transfer to the Contractor for the purpose of providing the Service about such transfer of data to the Contractor as a processor, or obtain consent to such transfer of personal data, if necessary,
c) the use, security and protection of the Users' access data against unauthorized use, and all use of the Service through the Client's systems or the Users' access data, 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 the parties agree otherwise, 50% of the price for putting the Service into operation is payable in advance on the basis of an advance invoice issued after the conclusion of the
Agreement. The remaining part of the price for commissioning is paid after the takeover of the Service (par. 3.3. of the Terms and Conditions). The right to payment of the price for any extra work (further modifications and provision of technical support beyond the subscription fee) arises after the approval of the report submitted to the Client on a monthly basis. The price of extra work will be determined on the basis of the report. The Client undertakes to approve the report without undue delay and to report any objections regarding the time recorded in the report within 5 days of its delivery to the Client. Any complaint must state the disputed item of the statement and the reason why the Client believes that the record in the statement is incorrect. The Client may approve the report either explicitly by consent or tacitly by not delivering any reasoned objections to the report within 5 days of submitting the report for inspection. Refusal to approve the statement must be explicit.
7.2. Subscriptions. The price for using the Service is paid in the form of a subscription. The Subscription includes a certain amount of messages sent from AI, data sources, user admins, AI agents and other parameters ("limits") that are specified in the price list on the Website. The Client is obliged to pay the full amount of the Subscription Fee, even if it does not use all the Subscription Limits. In this case, unused units are forfeited without compensation. If the subscription limits are exceeded, the Client will pay the fees in the pay as you go mode according to the price list on the Website, but no more than the amount
specified by the Client in the Service administration. In the event 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 for from the date of the launch of the Service. Subscription is payable in advance on the basis of an invoice issued prior to the commencement or at the
beginning of each Subscription Term for the Services provided during such period. Excess Usage Charges are payable with the additional subscription, but may be billed separately by Vendor at any time. The Client is obliged to pay the subscription fee even if the Service is put into operation only partially due to the fact that it has not provided the necessary cooperation or if it has unjustifiably refused to accept the commissioning.
7.3. Payment methods.
a) Payments by bank transfer. The invoice will have a maturity of 14 days from issue, the advance invoice may have a shorter maturity. The Contractor shall send invoices electronically to the Client's e-mail address. The client pays the price by bank transfer to the account indicated in the invoice, using all the payment identifiers (e.g. variable symbol). If a dispute arises between the parties (e.g. regarding the payment of extra 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 credit card. Subscriptions can be paid by card online. In such a case, the payment is governed by the terms and conditions of the payment gateway and is due at the moment when the Contractor 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 fee and sent to the Client's e-mail address. In the event of an extension of the subscription period and in the case of fees in the pay as you go mode, the price will be automatically debited from the payment card using the last data entered by the Client into the payment gateway. The maximum amount of fees in the pay as you go mode for the relevant subscription period is set by the Client in the administration. The customer agrees to the storage of card data and automatic payments.
7.4. Taxes. Unless the parties agree otherwise, all prices are without VAT, which the Contractor will charge to the Client in accordance with legal regulations and the Client undertakes to pay it in excess of the stated prices. Prices do not include any other taxes or fees. If the Client is obliged to make any deduction from the payment of the price (e.g. to pay withholding income tax), it must first inform the Supplier of such fact. The supplier is entitled to increase the invoiced price so that he always receives the net amount that would be due to him without any deductions and deductions.
7.5. Changes. The supplier can change prices and introduce new fees. Changes shall be notified to the Client together with the date on which they come into effect. If the Client does not deliver the notice of termination to the Contractor before the effective date of the change, it agrees with the change. If the Client delivers a notice of termination to the Contractor before the effective date of the change, the Contract will terminate upon the expiration of the currently ongoing subscription period for which the original prices will be applied.
7.6. Chargeback. The Contractor reserves the right to suspend the Client's access to the Service immediately and without prior notice in the event that it receives a Chargeback notice. Chargeback will be considered a breach of payment obligations under the Agreement by the Client. The Contractor reserves the right to dispute any Chargeback received and to take reasonable steps to limit the Customer's future access to the Service if it believes that the Purchaser has requested the Chargeback in bad faith.
7.7. Delay. If the Client is in default with the payment of any outstanding amount, the Contractor may charge the Client a contractual penalty for late payment in the amount of 0.05% of the outstanding amount for each day of delay.
8. COYNESS
8.1. Confidential information. In the 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 manufacturing nature, including trade secrets, and other non-public information that the receiving party should treat as confidential by reason of its content or the manner in which it was disclosed. This includes information on business plans, know-how, price, access data, passwords, source codes, related analytical and financial indicators. Confidential Information is not information that is or becomes publicly known or available other than by an act or omission of the receiving party or was in the possession of the receiving party prior to the date of the Agreement.
8.2. Confidentiality. The receiving party undertakes to maintain the 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 the performance of the Agreement, the receiving party shall not disclose, disclose to others or otherwise use the disclosing party's confidential information.
8.3. Allowed access. The receiving party may disclose the confidential information of the disclosing party only to its employees or associates and only to the extent necessary to perform its obligations under the Agreement, but only if it binds them to confidentiality at least to the extent that it is itself bound to confidentiality by this Agreement. However, the receiving party is responsible for any breach of confidentiality caused by persons to whom it discloses confidential information as if it had breached the confidentiality itself.
8.4. Exceptions. The confidentiality obligation does not apply to information that is readily available to the public at the time of disclosure to the receiving party, provided that it has not become readily available in connection with the breach of the Agreement, or that was known to the receiving party without any restriction before receiving it from the disclosing party, which the receiving party can prove by existing written records. Furthermore, the confidentiality obligation does not apply to cases where the obligation to disclose the confidential information of the other party arises from a legal regulation or a decision of a public authority. Even in such a case, the obligation to disclose or disclose confidential information continues only to the minimum extent necessary. Should it be necessary to disclose any confidential information to a third party (e.g. a court or authority), the receiving party must notify the disclosing party in writing in advance.
8.5. Duration. The confidentiality obligation lasts for the entire duration of the trade secret and in relation to other confidential information for the duration of the Contract and further for 5 years after its termination, unless the providing party discloses specific confidential information earlier. At the request of the disclosing party, the receiving party shall return or destroy all copies of the confidential information that it has no obligation to retain in accordance with the law.
9. LEGAL LIABILITY
9.1. Indemnification. The Client declares and warrants to the Contractor that it owns the necessary rights and consents regarding the Client's Data, so that after their receipt by the Contractor and processing in accordance with the Agreement, no intellectual property rights, privacy rights or other rights of third parties will be violated, nor will any applicable laws be violated. The Client shall indemnify the Contractor and its Associates and shall hold them harmless from all damages, including sanctions, fines and costs of legal representation, which may arise in connection with a breach of the Client's statement, use of the Service outside the purpose, scope or manner of use permitted by the Contract or contrary to the Contractor's instructions or any other act or omission of the Client in connection with the Contract.
9.2. Disclaimer of Warranties. In addition to par. 4.4 The Service is provided "as is" and the Contractor does not provide the Client with any warranty that the Service is available or that it will operate uninterruptedly, 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 with respect to Third Party Materials is solely between the Client and the provider of the Third Party Materials. If the Service is unavailable, the Client is the only right to a discount according to the SLA for defective performance.
9.3. Limitation of Liability. To the maximum extent permitted by law, neither the Contractor nor its Associated Persons shall be liable for lost profits, inability to use the Service or interruption of its provision, or for loss, damage or restoration of the Client's Data or breach of their security. The obligation of the Contractor and its Associated Persons to compensate the Client or its Associated Persons arising from the Contract or related thereto is in aggregate limited by the amount corresponding to 100% of the subscription fee paid by the Client to the Contractor under the Contract for the period of 1 month preceding the event that gave rise to the claim for damages. Beyond this amount, the Supplier's liability is excluded.
9.4. Exclusivity. Article 9(1) of the Charter. 4.4 governs all liability of the Contractor for damage or defects of the Service. The Customer expressly waives any rights not specified herein and agrees to the above limitation of liability. The payment of any contractual penalty shall be without prejudice to the entitled party's right to compensation for damage caused by a breach of obligations to the full extent.
10. DURATION OF THE CONTRACT
10.1. Duration. The Agreement comes into effect on the day the other party signs the order and is concluded for the period of subscription of the period specified in the order. If the order does not specify another subscription period, its duration is 1 month. The first subscription period ends at the end of the calendar month in which the Service was put into operation.
10.2. Extension. The subscription period is automatically renewed for another 1 month after its expiry, even repeatedly. Renewal will not take place only if either party notifies the other party in writing no later than 15 days before the expiration of the current subscription period that it wants to terminate the subscription period. In such a case, the Contractor shall terminate the provision of the Service on the last day of the subscription period.
10.3. Termination. In addition to other rights arising from legislation or agreed by the parties:
a) either party may terminate the Agreement with immediate effect if the other material breach of the Agreement and is unable to remedy such breach, or is able to remedy such breach but remains uncured 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 imminent bankruptcy within the meaning of the legislation effective on the date of termination, files a petition for the initiation of insolvency proceedings against him (debtor's petition), or enters into liquidation, and
c) The Contractor may terminate the Contract with immediate effect if the Client fails to pay any amount within the due date and such delay lasts longer than 15 days or if the Client breaches another provision of the Contract, in particular par. 5.1, 6.4 or 6.5.
10.4. Procedure after termination. Unless the parties agree otherwise, by terminating the Agreement:
d) the rights and licenses granted by the Contractor to the Client shall cease immediately,
e) after another 3 months, the Contractor may destroy and permanently delete all the Client's Data, and for the avoidance of doubt, this obligation does not apply to the Result Data,
f) The Client is obliged to permanently delete all submitted materials and confidential information of the Contractor from all systems of the Client within 15 days or upon the written request of the Contractor and to confirm in writing to the Contractor that it has fulfilled this obligation, and
g) if the Client terminates the Agreement pursuant to paragraph 10.3(a), the Client shall be released from the obligation to pay the subscription fee for 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 Contract had remained in force until the expiry of the current payment period shall become immediately payable and the Client shall be obliged to pay them together with all previously accrued prices, but not yet paid amounts after receiving the invoice. If the Contractor cannot automatically deduct the relevant fees through the last data entered by the Client into the payment gateway, the Contractor shall pay the due amounts based on the invoice issued by the Contractor.
10.5. Persistent provisions. Termination of the Agreement for any reason does not affect the rights and obligations that by their nature are intended to survive after its termination, in particular contractual penalties, limitation of liability and indemnification obligations.
11. FINAL PROVISIONS
11.1. Communication. The parties will communicate with each other mainly electronically through the e-mails of contact persons. If any message or meeting requires a written form, an e-mail with a simple electronic signature is sufficient.
11.2. Changes. Supplier may change the Terms at its sole discretion, including, but not limited to, changes to applicable laws, services and contracts with its suppliers. Changes will be notified to the Client by e-mail or by notification in the Service administration. Any changes shall take effect on the specified date, which shall be at least 30 days from the date of notification of the changes and shall apply to all subsequent use of the Service. If the Client does not agree with the change, it may terminate the Contract with effect after the expiry of the 1-month notice period, which begins on the first day of the calendar month following the delivery of the written notice, while the notice must be delivered to the Contractor before the effective date of the change. In the event of a notice pursuant to this par. are valid for the notice period of the currently valid Terms and Conditions. The Client's continuation in using the Service after the expiry of its effective period means that the Client accepts the changes and agrees with them.
11.3. Governing Law and Jurisdiction. All legal relationships related to the Contract are governed by Czech law. The parties will first resolve disputes amicably. If they do not reach an amicable settlement of the dispute, the disputes will be decided by the general courts with subject-matter and territorial jurisdiction according to the Supplier's registered office.
11.4. Exclusion of business practices. The parties exclude the application of business practices under Section 558 para. 2 of Act No. 89/2012 Coll., the Civil Code, as amended, except for those expressly agreed in the Contract. The parties assume the risk of a change of circumstances within the meaning of Section 1765 par. 2 of the Civil Code. The failure or failure of either party to enforce any of its rights under the Agreement shall not be considered a waiver of such rights for the future and shall not constitute an established practice between the parties.
11.5. Force Majeure. The parties consider any unforeseeable circumstances that they cannot reasonably control to be a case of force majeure, in particular natural disasters, embargoes, strikes (including planned strikes), war, epidemics and cyber-attacks (e.g. DDoS). If there is a failure to perform an obligation due to force majeure, this does not constitute a material breach of the Agreement.
11.6. The Severability Clause. The invalidity, ineffectiveness, appearance or unenforceability of any part of the Agreement shall not affect the remaining parts of the Agreement. The parties shall replace any invalid, ineffective, apparent or unenforceable part of the Agreement with a valid, effective, not apparent and enforceable part of the Agreement with equal commercial and legal significance within 14 days from the date on which they receive a request from the other party.
11.7. No assignment. Without the prior written consent of the Contractor, the Client may not set off any claim, right or receivable arising from the Contract against the Contractor nor may it assign any receivable from the Client to a third party, however, the Contractor may assign the Contract as a whole to its associated person even without the prior written consent of the Client.
11.8. Marketing. The Supplier may place the Client's business name, logo, trademark or any other trade name on its website in the references section and use it 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 supersedes all prior agreements of the parties with respect to the subject matter hereof. In the event of a conflict between the documents that make up the Agreement, the documents will apply in the following order: Order and Specification first, then the Terms and Conditions, then the remaining documents in the order in which they appear.
SLA
1. ADDITIONAL DEFINITIONS
1.1. "First Response Time" means the time between the moment an Incident is accepted and entered by the Vendor into the ticketing system and the Vendor's first reaction.
1.2. "Incident" means a problem with the Service that is caused by a defect in the Vendor's software.
1.3. A "working day" is any day of the week from Monday to Friday, with the exception of public holidays defined in § 1 and § 2 of Act No. 245/2000 Coll., on other holidays, on important days and on non-working days.
1.4. "Working Hours" means the time from 10:00 a.m. to 6:00 p.m. on weekdays. The times shown refer to the Central European Time (CET) time zone and take into account any summer/winter time.
1.5. The "Service" covered by this SLA is the provision of Kanbu AI chatbot software as a service. The SLA does not apply to other services provided by the Vendor (e.g., custom software development unrelated to the Project or general AI consultancy).
1.6. "Exemption" means any of the following:
a) planned outage,
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) acts or omissions on the part of the Client that are not in accordance with the Contract or the Contractor's instructions, including improper use of the Service, API or use of the Service without modifications recommended by the Contractor,
d) unavailability caused by any Customer system or Third-Party Material, including failure, interruption, outage, or other problem with any software, hardware, system, telecommunications service, network, internet, equipment, cable, or line interruptions,
e) unavailability caused because of an attempt to perform operations beyond the prescribed quotas or as a result of restrictions by the Contractor in case of suspected abuse,
f) use an unsupported version of the Service or during or in connection with a demonstration, pre-release, beta, or trial version of the Service,
g) disable, suspend or terminate the Service under the Agreement, or
h) Force majeure event or other factor beyond the control of the Supplier.
1.7. "Downtime" means the period when the Service is completely unavailable due to an unresolved critical Incident, except for the unavailability of the Service in connection with any of the Exceptions.
2. AVAILABILITY
2.1. The Supplier shall provide the Service in accordance with the agreed schedule. Each service level plan offers 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 of the month or ends earlier than the last day of the month), the Service is considered available for the remainder of the month. Total hours refer to the total number of hours in the subscription period. Times are rounded down to whole minutes:
𝐷𝑜𝑠𝑡𝑢𝑝𝑛𝑜𝑠𝑡 𝑣 % = 𝐶𝑒𝑙𝑘𝑜𝑣ý 𝑝𝑜č𝑒𝑡 ℎ𝑜𝑑𝑖𝑛 − 𝑃𝑜č𝑒𝑡 ℎ𝑜𝑑𝑖𝑛 𝑉ý𝑝𝑎𝑑𝑘𝑢
𝐶𝑒𝑙𝑘𝑜𝑣ý 𝑝𝑜č𝑒𝑡 ℎ𝑜𝑑𝑖𝑛
2.3. If the Contractor fails to meet the availability requirement according to Article 2.1., it shall provide the Client with a discount in the amount 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 prorated portion of the subscription price per 1 month if the subscription period is longer than 1 month):
Plan Discount amount
Standard 0.5% for every full 0.1% below the agreed
SLA level
Premium 2% for every full 0.1% below the agreed
SLA level
2.4. The vendor provides a discount of up to a maximum of 100% of the subscription price for the month in which the availability requirement was not met (or the proportional portion of the subscription price per 1 month if the subscription period is longer than 1 month).
3. TECHNICAL SUPPORT
3.1. The Customer may report Incidents through the contact channels specified in the order and through a tool specified by the Supplier.
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 name),
b) a detailed description of the Client's Systems,
c) the time of the problem and a detailed description of the problem,
d) a description of the steps that led to the replication of the Incident and the measures taken to prevent the Incident,
e) screenshot, displayed error messages, and other diagnostic information.
3.3. Incident reporting is not complete and does not cause any First Response Period to run until Vendor has received all responses, information, and documentation needed to resolve it. The Contractor may request additional information, documents, other materials or cooperation from the Client that it deems necessary to resolve the request effectively. Until the Client provides such additional information and documentation, the First Response Periods will be suspended and will not run.
3.4. The Supplier recognizes the following categories of Incidents:
Category Description
1 – High
importance
Incidents that significantly affect the operation of the Service. The Service is unavailable, or the primary use of the Service is inoperable, 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
importance
Incidents that partially affect the operation of the Service. Limited operation of the Service or primary use of the Service, with the error being applicable to all users and all supported devices.
Examples: some critical functions of the service do not work, isolated cases of
persona failures, noticeable slowdown of the application.
3 – low
importance
Other incidents.
3.5. Provided that the Client allows the Contractor to respond and that the Incident is not caused because of any of the Exceptions, the Contractor shall make commercially reasonable efforts to respond to the Incident first within the First Response Period specified below.
Incident Categories First Response Time
1 – High importance 16 hours
2 – Medium importance 3 working days
3 – low importance 10 Business Days
3.6. The Vendor's customer care team prioritizes issues based on the category. However, the Supplier does not guarantee that it will comply with the above timeframes within the given period. The Supplier 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 Contractor provide a discount in accordance with par. 2.3.
4. OTHER CONDITIONS FOR CLAIMING A DISCOUNT
4.1. A condition for the provision of the discount is that the Client reports the request by e-mail sent to the address specified in par. 3.1 with the subject "Discount for non-compliance with SLA". The report must be delivered to the Contractor no later than 7 days from the end of the month in which the alleged non-compliance with the SLA occurred. The request must contain documentation that proves non-compliance with the level of Service.
4.2. Any discount will be issued in the subscription period following the period in which the non-compliance occurred. If no further period follows due to the termination of the Agreement, the discount will be forfeited without compensation or other right from defective performance.
4.3. The discount is the exclusive remedy for non-compliance with the level of services agreed in the Contract and the Client may not assert any other or other types of claims for defective performance, discounts or damages.
