Contracting conditions

The following is the contractual document which, together with the legal notice and privacy policy, will govern the contracting of services through the www.arkibot.com website (hereinafter the Website), by the CLIENT(S), with natural persons of legal age or legally constituted legal entities considered as such, once they have been duly registered by means of the forms provided for this purpose on the website.

Acceptance of this document means that the CLIENT:

Has read and understands what is stated here.
Is a natural person over 18 years of age, with sufficient capacity to contract, or a legally constituted legal entity, through the natural person with the capacity of representation.
Assumes all the obligations laid down herein.

These conditions will have an indefinite period of validity and will be applicable to all contracts made through the website.

ARKIBOT reserves the right to modify these conditions with the intervention of the CLIENT’s acceptance.

The website will provide the CLIENT with information relating to the modifications made to do this. Acceptance of the modifications by the CLIENT shall be deemed to have been occurred if the CLIENT does not reject them within one month of the notification. If the CLIENT rejects the modifications, it will not affect the contracted services, which will continue to be governed by the conditions in force on their contracting and until the end of the same. The renewals of the contracted services will be governed by the new conditions.

I. Identity of the parties to the contract

For contracts from Spain, the parties to the contract are the CLIENT(S) and WEBEMPRESA EUROPA, S.L. (hereinafter ARKIBOT) with registered office in Madrid, at C/Almagro 11 6º 7ª CP 28010, Madrid, Spain, registered in the Madrid Mercantile Registry, Volume 37232, Folio 212, Sheet M 664086, Section 8, entries 1 and 2, and with Tax ID (CIF) B-65739856.

For contracts from outside Spain, the parties to the contract are the CLIENT(S) and WEBEMPRESA AMERICA, INC (hereinafter ARKIBOT) with registered office at 150 Clove Road, 11 Floor Little Falls, 07424 New Jersey, United States of America, and with EIN: 99-0373184.

ARKIBOT has as its contact email address: comercial@arkibot.com

ARKIBOT (Webempresa) can be contacted at +34 91 0912834.

II. Procedure for contracting

2.1 Registration

Any user who wishes to contract the services offered by ARKIBOT must register as a CLIENT, free of charge, using the form provided for this purpose. This can be accessed by clicking on each of the products to be contracted, following the steps for contracting presented in the following clauses or by pressing the “Customer access” button, which leads to the “Account access” tab. The “Register” interface then appears if you click on that tab.

The registration and contracting form data must be entered to provide the services offered on the website. The CLIENT’s request cannot be met if they do not provide that data.

2.2 Services

ARKIBOT offers an SaaS tool for creating, training, and developing chatbots. This tool allows you to create a chatbot and insert it into websites using code (a snippet) to display a widget on the web. This widget lets you receive messages from visitors and respond to them in three ways: Chatbot with AI, Chatbot with flows, and Live Chat.

ARKIBOT is a customer care automation service marketed through 4 different service plans, with different features (number of bots, number of users, monthly number of chats, number of intents, integrations, etc.). The features of each plan will be those advertised in the arkibot.com website product sheet at the time of contracting.

The registration and contracting form data must be entered to provide the services offered on the website. The CLIENT’s request cannot be met if they do not provide that data.

ARKIBOT will offer the possibility of contracting its services whenever it has available stock, reserving the right to interrupt the supply of any services offered on its website (for new contracting) due to lack of stock, without the possibility of any claim by website users arising from this.

2.3 Contracting

The user, once registered as a CLIENT, can contract ARKIBOT’s services by clicking on the “CONTRACT” button shown alongside the product of interest. Registering as a CLIENT can also be performed during the contracting process.

The user must then press the “CONTINUE” button. The service to be contracted will then be shown, with the value added tax (VAT) or any other applicable taxes itemized, stating the total amount to be paid by the user.

Once the “CONFIRM ORDER” button has been pressed, the price of the service you wish to contract will appear, with the VAT (or any other applicable taxes) itemized, stating the total amount to be paid by the user.

All the requested fields in the registration and contracting form must be completed: Name, surname(s), organization/company if applicable, ID card or tax code number, email address, access password, confirmation of access password, telephone, address, city, zip code, province, and country.

The user is the party solely responsible for the veracity, accuracy, and updating of the data provided in the contracting process and through any form on the website. If the user detects any error in the communication of data, they must correct that error as soon as possible by notifying ARKIBOT at the email address comercial@arkibot.com; or modify the data provided using the corresponding form in the “Client Area”, at any time, accessing it using their user name and password.

Once the user has entered the data, they can check the VAT applied, which depends on the usual place of residence they indicated. If this is not applicable for some locations, it can be revised by clicking on the “UPDATE VAT” button.

The form of payment must be selected.

After reading the legal notice, the privacy policy and the contracting conditions, the “I HAVE READ AND ACCEPT THE TERMS OF USE, THE PRIVACY POLICY, AND THE CONTRACTING CONDITIONS” box must be checked. We advise the client to print these documents for future reference.

Finally, the user must press the “FINALIZE THE ORDER” button. The order confirmation then appears in the browser, enabling service activation and making of payment from the “GO TO INVOICE *****” link.

An email is also automatically sent to the CLIENT, to the email address they provided, with information on how to activate the service by means of a link to access the “Client Area” to see and pay the invoice generated on contracting by the CLIENT. The CLIENT will be provided with their user name and password in this email.

The CLIENT solely is responsible for their user name and password, which are personal and non-transferable. The CLIENT is responsible for adopting all the security measures necessary to preserve their confidentiality. Any act performed with that user name and password will be the responsibility of the CLIENT.

The invoice generated must be paid for WEBEMPRESA to be able to provide the contracted service.

If the user already has a client account, they can make all the purchases they wish through the “Client Area” menu, following the previous steps, without the need to fill out the registration form fields again.

For any further information or clarification regarding the content of the contracting conditions, do not hesitate to contact ARKIBOT through the email address comercial@arkibot.com, before contracting.

2.4 Refusal of registration

ARKIBOT may reject any user registration, and therefore the contracting of its services, whenever:

(a) It confirms by means of validation through the official Treasury website that the data provided are contrary to the truth and/or inaccurate;

(b) It considers that the application made:

(i) does not comply with the terms of the contract and/or

(ii) it damages or may damage Webempresa’s corporate image or is contrary to the commercial purposes it pursues, and/or

(iii) Webempresa ascertains that the activity carried out by the CLIENT puts the proper operation of other clients’ service at risk, and/or

(iv) the CLIENT’s contents do not comply with the content policy in these conditions;

and/or

The refusal to provide the services will be made by email to the email address provided by the user, explaining the reason for it.

An applicant whose request has been rejected by ARKIBOT may again request the services, provided the reasons for which access to the service was denied have been duly remedied.

2.5 Loss of User name and/or Password

If the CLIENT does not remember the password they provided at registration time, they may change or renew it by verifying the user name (email address) they provided at registration time.

If the CLIENT does not remember the user name (email address) they provided when they registered or does not have access to it, they must contact ARKIBOT at the email address comercial@arkibot.com, reporting the incident. ARKIBOT will respond to the communication sent by the CLIENT. It may request that they prove their identity in document form, by sending their ID card, passport or similar identification document, tax ID or similar identification document, deeds of constitution or of power of attorney, or documentation of any other nature, that provides data on the information hosted or of any other kind. This is to enable ARKIBOT to restore the use of the service for which they claim to be the legitimate owner, all in the interest of security in service provision. ARKIBOT may deny the request for change of access data if it does not consider the identity of the owner clearly proven when reviewing the documentation provided. ARKIBOT does not commit to a specific response time in managing these cases. The response may be delayed for the time necessary to carry out all the steps ARKIBOT deems necessary. ARKIBOT will not be responsible, in any case, for consequences deriving from lack of access to the client file, as the client is the party finally responsible for custody of their access data.

The service holder is the only party who can request recovery of access to their file if they lose their login data and cannot recover them by themselves (because they have lost access to the email account where they could recover the password or have no way of confirming which email account they used in registering their file).

The service holder is a natural or legal person whose details are indicated on the contract/registration form. These details will be included in the client file and on payment invoices. The holder can change the data for those of another natural or legal person from their client area, assigning a change of ownership to the new natural or legal person indicated.

The service holder is the sole party responsible for management and custody of their data for access to the client file and the changes made to it using the correct access data, either by the holder or by third parties with whom the holder has shared access. The service holder is also the only party responsible for the additional contacts and sub-accounts they create in their client file, and for the information or management permissions granted to them.

In no case will ARKIBOT be responsible or be obliged to correct or compensate any change made by third parties to which the holder has transferred the access data or granted information or management permissions in its file. Neither will it be responsible or be obliged to correct or compensate any change made by third parties who have obtained the access data of the holder due to a security problem or poor custody of same by the holder.

In no case will ARKIBOT be responsible for service contracts or obligations that the file holder establishes with third parties. In case of conflict, it will only respond to the service holder, and it will not act as an intermediary between the holder and third parties with whom the holder may have agreements or contracts outside of ARKIBOT.

ARKIBOT reserves the right to block access to the client file in those cases in which it detects indications of a possible conflict of ownership, until the conflict has been resolved by the interested parties or by the corresponding bodies or authorities competent to resolve it.

In any case, ARKIBOT will not act as an intermediary or be involved in any way in the management or resolution of conflicts, limiting itself to establishing the measures it deems necessary in its client database until the situation has been resolved.

III. Specific conditions of the services offered

3.1 Chatbot service

Resources and availability

ARKIBOT guarantees the CLIENT the availability of the contracted resources. Depending on the Arkibot plan chosen, they will have a certain number of:

Monthly chats
Intents
Users and roles
Chat logs
Training logs
Statistics
Templates (presets)
Integrations

The CLIENT may request service upgrades. These upgrades are invoiced at the prices in force at the time they are contracted.

ARKIBOT guarantees repair and/or replacement of the assigned resources if these do not comply with the minimum service levels, unless said non-compliance is due to causes of force majeure, or causes that are beyond its control.

Invoicing periods

Invoicing will take place once the order has been processed, in accordance with the CLIENT’s instruction when the service was requested through the website.

Location of servers

Our servers are located in European Union territory.

Service availability

The CLIENT acknowledges awareness that the availability of the services may be conditioned by causes of various kinds. ARKIBOT guarantees annual availability or uptime of its servers of 99.9%, except in cases of:

(a) involuntary failures in the technological architecture of ARKIBOT or any third parties contracted for this purpose;

(b) periodic procedures for maintenance, repair, updating, or improving of same, as well as; ((c) force majeure or any other causes beyond ARKIBOT’s control, including, but not limited to, interruptions or failures in digital transmission or telecommunications links, congestion in the access points originating in or caused by cases of intentional attacks or due to any other causes.

Purposes

The hybrid chat service ARKIBOT offers the CLIENT is governed by a series of rules and standards. These aim to achieve the following objectives:

(a) to ensure a fast, reliable chatbot service at all times;

(b) to protect the privacy of our customers’ data as far as possible; and

Clients’ obligations

Apart from those indicated in the general conditions of service, for the chatbot service it is necessary to take into account the following rules in order to achieve the above objectives:

(a) The passwords associated with the platform must be protected. They must be stored in a safe place and not disclosed to third parties. The CLIENT must inform ARKIBOT in case of loss or theft of their passwords.

(b) The CLIENT will be solely responsible for misuse of its accounts, whether due to negligence or misuse of the service.

(c) Anyone who violates the chatbot security systems and, in general, any ARKIBOT system, may incur civil, criminal, or any other type of liability. ARKIBOT will collaborate to the greatest extent possible to investigate these types of acts, providing, if necessary, the information required by state law enforcement and judicial bodies for prosecution of these types of acts.

(d) In addition to those indicated in these conditions, the following actions are expressly prohibited for the hybrid chatbot service:

(i) Sending illegal content, such as encouraging terrorism, pirated programs, child pornography, threats, scams, pyramid schemes, viruses, or hostile code in general, etc.

Failure to comply with these obligations by the CLIENT will lead to ARKIBOT warning of such breaches by email and, if the CLIENT ignores such warnings, ARKIBOT may cancel the service provided to the CLIENT within 24 hours.

Fair Use Policy

A reasonable use policy has been established to prevent abusive or excessive use of ARKIBOT’s servers by a small number of users. This policy applies to all clients. We set an hourly limit: 1,000 chats per ARKIBOT account within 60 minutes.

If our team detects an abusive use of ARKIBOT, the client will be informed by email when 80% of this limit is reached. If the customer does not respond to our contact, the corrective measures mentioned in this policy may be applied.

If, after reaching the levels of use indicated above, use is still excessive, ARKIBOT reserves the right to:

(i) suspend or limit our services provided to the account, or any service feature, for a necessary time and without prior notice;

(ii) apply additional charges for non-compliance with this policy;

and/or

(iii) the possibility of canceling the account that breaches these terms.

Arkibot’s obligations

ARKIBOT, in turn, assumes the following commitments:

(a) To attempt to prevent CLIENTS from carrying out any type of abuse of its service, within the scope of ARKIBOT’s possibilities.

(b) To use the maximum technical and human resources to protect our CLIENTS’ against internal or external attacks, of whatever type.

(c) To seek continuous improvement of the service through compliance with the standards in this document, among other means.

(d) To protect user security by means of the necessary technical and organizational measures, taking its duty of confidentiality into account.

IV. Modification of the contracting conditions

ARKIBOT reserves the right to amend or replace these contracting conditions as a result of the modification, evolution, and enactment of laws, regulations and standards applicable to the provision of the service and/or related aspects. The CLIENT is responsible for consulting and periodically reviewing whether changes have been made to the general contracting conditions. It is therefore advisable to review the contracting conditions from time to time to be informed of any changes that may occur.

In case of renewal, if the CLIENT cancels or terminates the services as a result of modification of the general contracting conditions and it is not within the warranty refund conditions, the service will not be refunded.

In any other case, modification of the contracting conditions will only take effect with respect to contracts made after the date of that modification. The previous conditions are maintained in case of any modification for those CLIENTS who have not consented to that modification and until the date of withdrawal from the service.

V. Arkibot’s rights and obligations

5.1 Rights

ARKIBOT will be entitled to:

(a) receive from the CLIENT the corresponding payment for the services provided;

(b) introduce changes or technological improvements in the services provided, on the condition that such improvements do not adversely affect the CLIENT’s community or oblige an increase in the agreed prices;

(c) interrupt the services to undertake all those tasks it deems necessary and/or appropriate to make improvements to it and/or restructure it, as well as to carry out maintenance operations on the service. In this latter case, although ARKIBOT does not assume the obligation to notify of these tasks in advance or responsibilities for the consequences that this interruption may have for the CLIENT, it will make its best efforts:

(i) to notify the CLIENT by email, to the extent possible and reasonably in advance, of those periods of time in which the Service is to be interrupted; and

(ii) for such interruptions to have a minimal impact on the CLIENT. ARKIBOT is not responsible for interruptions to services due to force majeure or if an external and unforeseen data network failure occurs.

ARKIBOT is not responsible: for the content hosted in the space attributed to the CLIENT, for possible damage to the CLIENT’s equipment due to incorrect use of same, for damage due to viruses, errors by access providers, illegitimate interference by third parties, incorrect configuration by the CLIENT. Neither is ARKIBOT responsible for the damage that may be caused to third parties or to the CLIENT(S) themselves due to the improper or illegitimate use made by the CLIENT(S).

5.2 Obligations

ARKIBOT undertakes to:

(a) provide the services in accordance with the terms set out in these conditions and

(b) make its best efforts to ensure the provision of services on an uninterrupted basis twenty-four (24) hours per day throughout the year.

ARKIBOT will try by all means to provide the CLIENT with the services on the agreed date, but will not be responsible for circumstances or events beyond its control, such as delays, interruptions, or malfunctions of the services attributable to third party operators or service companies, lack of access to third party networks, acts or omissions of public authorities, unforeseen circumstances, or force majeure.

5.3 Customer care

Customer service or customer support consists of an on-line support service provided through a message exchange system called “tickets”. This service includes a diagnostic service and troubleshooting at platform or server level, as well as resolution of operational, administrative, and commercial queries. Tickets can be sent from the “Client Area” to enable better identification of the CLIENT and more secure service provision.

ARKIBOT’s support service is provided 24 hours a day, 365 days a year, and for all the plans it markets.

The CLIENT can authorize several email accounts, from the “Client Area”, to enable communications with ARKIBOT’s support team, therefore authorizing those accounts to have information, both on the client account and to make requests and tasks in the activated services. In no case will ARKIBOT be responsible for mismanagement by the CLIENT of the authorized contacts in the “Client Area.”

The support service is advisory in nature. In no case will ARKIBOT’s team of technicians perform any management or maintenance tasks or make any other changes or configurations in the client’s services or integrations.

VI The client’s rights and obligations

6.1 Rights

The CLIENT shall have the right to:

(a) use the contracted service under the terms and conditions agreed in these conditions, and

(b) receive information regarding the development and implementation of new and/or complementary functionalities to the contracted services.

6.2 Obligations

The CLIENT shall:

(a) comply with the payment obligations under the terms and conditions agreed;

(b) collaborate actively with ARKIBOT to make the provision of the services possible, being obliged to provide the technical data necessary for this purpose;

(c) not disturb, prevent, interfere with, distort, or damage the assigned equipment or systems of WEBEMPRESA or third parties;

(d) obey and comply with all the security standards ARKIBOT may impose on the use of its resources;

(e) not use the services to perform activities contrary to laws, morals, or public order or to use the services for illicit or prohibited purposes or effects, harmful to the rights and interests of third parties. ARKIBOT does not accept any liabilities which may derive from same.

The use of ARKIBOT on websites with pornographic content or online gambling is expressly forbidden, as well as on any site that permits dissemination of content or propaganda of a racist or xenophobic nature, or that encourages terrorism or attacks on human rights.

(f) The CLIENT undertakes to provide true and accurate contact details when registering as a CLIENT and to update them duly. Any falsehood or inaccuracy in the data entered may be cause for rejection of the request for registration or temporary suspension of the hybrid chatbot service until the mistaken or inaccurate data has been corrected. You must inform ARKIBOT of any modification to the data provided.

(g) The CLIENT alone is responsible for compliance with applicable laws and regulations.

(h) The CLIENT is solely responsible for their user name and password, which are personal and non-transferable. They CLIENT is responsible for adopting all the security measures necessary to preserve their confidentiality.

Any violation of the obligations indicated will entitle ARKIBOT to terminate the contract with the CLIENT, without the latter being entitled to any claim. The CLIENT will be notified 24 hours in advance to the email address provided and cancellation will then take place.

VII Economic conditions

7.1 Prices

As consideration for the services provided, the CLIENT will pay ARKIBOT the total amount resulting from applying the prices in euros (€) or dollars ($) published on the arkibot.com website. These prices do not include VAT or any other applicable tax. The VAT or corresponding taxes will be applied on the price of the contracted services depending on the territory in which the recipient of the contracted services is located.

The price, taxes and, where appropriate, additional expenses that the CLIENT must settle before payment of the same will be itemized in the web contracting process.

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7.2 Discount coupons

ARKIBOT will have the right, where appropriate, to provide discount coupons for those users who register through the qualified link ARKIBOT has provided to a website signed up to its Affiliate Program. It will also have the right to offer discount coupons whenever it decides, through its own channels or those of third-parties it considers appropriate, and for those user profiles it selects, without the need for these promotions to be mandatory for all website users.

Likewise, ARKIBOT will have the right to revoke the validity of these coupons at any time and without prior notice, without the user having a right to claim their application.

7.3 Invoicing

The pro forma invoice for the services is generated with the order placed by the CLIENT or 30 days in advance for renewal of services, and it is marked as a paid invoice when the CLIENT makes an electronic payment or once the recurring payment methods activated are sent and the payment is made to the CLIENT’s account. In case of monthly contracts, the pro forma renewal invoice is generated 20 days in advance.

Activation of the service, as well as the start of the invoicing period for the service contracted, will start on the same day that ARKIBOT notifies the CLIENT of acceptance of the contract or from when ARKIBOT activates the service contracted, whichever comes first.

The services will be invoiced annually or in accordance with the invoicing schedule agreed in particular with the CLIENT (monthly, six-monthly, annual, two-yearly, or three-yearly).

Invoices for provision of the services will include the Value Added Tax (VAT) corresponding to the type applicable at any time, where appropriate, practicing the legal withholding that ARKIBOT is obliged to apply for payment into the Public Treasury on the CLIENT’s behalf.

In the case of countries other than Spain, ARKIBOT will apply the current taxes as obliged to meet its tax and regulatory obligations.

The CLIENT expressly consents to the issuing of the electronic invoice. The electronic invoice will be received by email or may be downloaded by the CLIENT through the “Client Area”. The CLIENT, as consumer and user, may revoke that consent by sending an email to that end to the email address: comercial@arkibot.com.

By accepting these contracting conditions, the CLIENT is giving their express consent for ARKIBOT to make the electronic invoices issued to same available by electronic means and via data transmission. ARKIBOT will not issue or send invoices to the CLIENT on printed media. The CLIENT has the option to print those they wish by downloading them from their “Client Area”.

7.4 Method of payment

Unless otherwise indicated, the CLIENT is to make payment using the form of payment indicated at the time of contracting. The CLIENT authorizes ARKIBOT to launch the authorized payment orders and make them effective by means of the recurring forms of payment active in the contracting and service management platform. ARKIBOT is not responsible for possible problems in the continuity of the service deriving from problems in the payment gateways that prevent completion of the payment transactions.

The CLIENT’s subscription amount depends and is based on the plan chosen and possible additional services contracted, as agreed by the two parties.

ARKIBOT may terminate the services provided to the CLIENT if the payment due is not received one day after the subscription renewal date.

The subscription amount will remain fixed during the chosen period during the contract term except:

(i) In case of change to another plan.

(ii) In case of upgrade to additional features or products.

The fees become due and are paid in advance during the subscription term.

7.5 Card payments

Where the CLIENT selects Card payment with automatic payment as their payment method, the invoices will be charged to the bank card number the CLIENT provides. The CLIENT expressly authorizes ARKIBOT to charge the Card automatically on all their invoices, for the entire period of the contractual relationship, throughout the period established by the CLIENT (monthly, annual, two-yearly, or three-yearly).

7.6 Penalty

In case of return, delay, or non-payment, ARKIBOT may suspend all or part of the services, at any time and without prior notice, and will have the option to prevent the CLIENT from contracting new services in ARKIBOT.

If the CLIENT has a charge made by ARKIBOT reversed, the new invoice generated to recover the service will be issued with a different form of payment to the original one.

Furthermore, the new invoice will include those commissions the payment gateway has charged to ARKIBOT as part of the original reversal made by the CLIENT.

VIII Duration and termination

8.1 Term

The contractual relationship between ARKIBOT and the CLIENT will take effect when ARKIBOT notifies the CLIENT of acceptance of the contract or from when ARKIBOT activates the service contracted, whichever comes first. To this end, the CLIENT must have paid the invoice generated at the time of the request for the service. It will have the initial duration defined by the CLIENT at the time of service request and activation.

The date of termination of the service will be understood to fall at the end of the initial period of duration.

The CLIENT may request an extension to the contracted service, provided they accept the modifications that may occur in the contracting conditions, where applicable, being informed to this effect by ARKIBOT.

Without prejudice to the above, a CLIENT who wishes to migrate to a contracting plan at a higher level may do so at any time, from their own “Client Area” and by paying the difference in costs between the two plans, prorated for the period (in days) remaining until service renewal.

8.2 Termination

These contract conditions, in relation to each of the services applicable in each case, will be terminated for the reasons permitted in both the Civil Code and the Commercial Code and, in particular, due to the following:

(a) expiry of the period of validity or of any of its extensions;

(b) mutual agreement between the parties expressly stated in writing; and

(c) early termination of the contracting conditions in accordance with the terms and conditions stated in the following clause. In any case, termination of the contractual relationship will not exempt the parties from fulfilling outstanding obligations.

Without prejudice to the right to terminate the contractual relationship established in the previous paragraph, ARKIBOT may withdraw or suspend provision of services to the CLIENT at any time and without prior notice in the event of breach of any of the obligations assumed by the CLIENT under these contracting conditions. ARKIBOT may also make a claim against the CLIENT for any damages it may incur due to such breach.

8.3 Unilateral termination by the CLIENT

The CLIENT may terminate these contract conditions at any time, provided they expressly notify ARKIBOT in writing in their client area enabled for this purpose of their desire to discontinue.

If the request for termination is received within the first 45 calendar days from its contracting or renewal, withdrawal of the service will be effective and the CLIENT may request the refund of the full amount corresponding to the contracted plan.

If the communication is received after 45 days from the contracting or renewal of the service, ARKIBOT will not be obliged to reimburse the amount paid for the service.

8.4 Other grounds for termination

Without prejudice to the above, the parties may terminate the relationship at any time, if the other party:

(a) seriously or repeatedly breaches the obligations assumed in this document;

(b) a court agrees to its liquidation and/or dissolution, and/or a receiver or other similar office is appointed in relation to all or some part of its assets or equity; and

IX Service guarantees

9.1 Quality of service

ARKIBOT undertakes to make every effort to maintain a high level of compliance with its obligations regarding continuity of service, without prejudice to the fact that ARKIBOT cannot guarantee, explicitly or implicitly, the continuity of the services at a particular time due to circumstances caused by problems in the Internet network, failures in computer devices, and other unforeseeable circumstances. The CLIENT agrees then to bear these circumstances within reasonable limits, expressly renouncing claiming against ARKIBOT for any contractual or non-contractual liability for possible failures, errors, and use of the contracted service.

ARKIBOT guarantees an annual uptime of at least 99.9%.

Below an uptime of 99.9%, provided that the circumstances are attributable to ARKIBOT, it will compensate the customer with one month of service for every 1% that it falls below that percentage, up to the limit of the total number of months contracted.

9.2 Right of withdrawal

The CLIENT has the right to withdraw from contracting of the hybrid chatbot services within 45 calendar days from registration for the service with no need for justification.

The withdrawal period will expire 45 calendar days after the date of delivery of the contracted product. To exercise the right of withdrawal, the CLIENT must notify of the decision to withdraw from the contract through the specific option in the “Client Area.” Requests for cancellation or withdrawal notified only by email, ticket, or chat will not be considered valid and will not be managed; in any case, the CLIENT will need to complete the cancellation procedure by clicking on the corresponding “Cancel” button in the “Client Area” for each service.

To comply with the withdrawal period, it will be sufficient for the USER to send the notification relating to the exercise of this right in the correct form before the corresponding period expires.

9.3 Consequences of withdrawal

In case of withdrawal by the CLIENT within the corresponding period, all payments received from the CLIENT will be returned and, in any case, within 14 calendar days from the date on which ARKIBOT is notified of that decision to withdraw from the contract. ARKIBOT will proceed to make that refund using the same means of payment used by the USER for the initial transaction.

X Regime of liability

10.1 General regime

Unless otherwise expressly stated in these contract conditions or in the Law, and exclusively to the extent stated, ARKIBOT will be responsible only for the direct damages suffered by the CLIENT, and only when their cause is attributable to ARKIBOT.

ARKIBOT will be exempt from any type of liability to the CLIENT, its users, and third parties in cases where the anomalies are due to actions or omissions directly attributable to the CLIENT, its users, contractors, tenants, representatives, assignees, employees, or personnel who report to it or are at its service, or any third party, as well as those direct or indirect consequence of the misuse or improper manipulation of the services by personnel outside the CLIENT, of the lack of any permission both for the installation and for modifications of the technical characteristics of the installed equipment attributed or attributable to the CLIENT. Except in cases of willful misconduct, ARKIBOT accepts no liability for damages, loss of business, income or profits, consequential damages, loss of potential profits or business opportunities, cost savings, and loss or deterioration of data.

ARKIBOT will in no case be liable for:

(a) the costs, fines, penalties, compensation, charges, damages, or fees that arise as a result of the CLIENT’s failure to comply with their obligations;

(b) the content, use, and publication of the information and communications distributed through the services as well as the use and results obtained from the services by the CLIENT and its users;

The CLIENT is and will be solely responsible for:

(a) the use made of the services provided.

(b) full compliance with any rules that may be applicable due to or in relation to the use of the services, including but not limited to the rules for the use of the services provided, stipulations on data protection, international communications, export of technological information, consumer and user protection, confidentiality, secrecy of communications, and the right to privacy.

In this regard, the CLIENT undertakes to adopt the appropriate measures to avoid any illegitimate interference with the privacy of natural or legal persons involving violation of the right to the honor of third parties.

10.2 Disclaimer

ARKIBOT will not be liable for problems arising from lack of access or problems inherent in connectivity to the Internet or electricity networks when these originate from causes beyond its control or causes which could not have been foreseen by the parties or which, although foreseeable, ARKIBOT has made all reasonable efforts to avoid, or that are considered as unforeseen causes or force majeure.

ARKIBOT does not intervene in the creation, transmission, or making available of the CLIENT’s contents in its chatbot and it does not exercise any kind of prior control nor does it guarantee the legality, infallibility, and usefulness of the contents transmitted, disseminated, stored, received, obtained, made available or accessible through or by means of the services, declining any liability that may derive from it.

In order to prevent and prosecute infringements in which ARKIBOT can be declared a vicariously liable party, the CLIENT expressly authorizes ARKIBOT to provide the data and access to the content required by the competent authority, as well as by State enforcement forces, during a police investigation.

XI Intellectual property

The use of the ARKIBOT trademark, by any means whatsoever, including both the name and the logo, is prohibited, unless expressly agreed by ARKIBOT. All rights are reserved.

In addition, ARKIBOT’s website – its own contents, programming, and website design – is fully protected by copyright. All reproduction, communication, distribution, and transformation of the aforementioned protected elements are prohibited unless consent is given expressly by ARKIBOT.

XII Personal data

12.1 Privacy Policy

The privacy policy provided in the legal notice and the privacy policy published on the www.arkibot.com website will apply, and we refer to these to avoid unnecessary repetitions in relation to the CLIENT’s personal data, provided by the same, for provision of the contracted service.

However, we indicate the following information:

The personal data provided to us for contracting our services will be used to manage this service. The legal basis for processing data for this purpose is the execution of these contractual conditions.

This data may also be used to send information about our products and services by electronic means. The legal basis for processing your data for this purpose is ARKIBOT’s legitimate interest in retaining its clients and keeping them informed about our services that may be of interest to them. You may object to the receipt of such information through the simple, free procedure we make available in each commercial communication.

ARKIBOT can record telephone calls made to the number +34 (0)91 0912834, with the aim of improving its services. Notice will be given in the spoken introduction in that case.

Anyone has the right to obtain confirmation as to whether ARKIBOT is processing personal data concerning them or not.

Interested people have the right to:

Request access to the personal data relating to the interested party.
Request its rectification or erasure.
Request limitation of its processing.
Oppose the processing.
Request the portability of their data.

Interested parties may access their personal data, as well as request the correction of inaccurate data or, where appropriate, to request its erasure when, among other reasons, the data are no longer necessary for the purposes for which they were collected. In certain circumstances, the interested parties may request limitation to the processing of their data, in which case we will only keep them for making or defending against claims.

In certain circumstances and for reasons related to their particular situation, data subjects may object to the processing of their data. Webempresa, S.L. will stop processing the data, other than for compelling legitimate reasons, or for making or defending against claims. As a data subject, you have the right to receive the personal data concerning you, which you have provided, and to receive them in a structured, commonly used format and in clear and simple language, and to transmit them to another controller when:

Processing is based on consent.
The data have been provided by the person concerned.
The processing is carried out by automated means.

In exercising your right to data portability, you will have the right to have personal data transmitted directly from controller to controller where technically possible.

Data subjects will also have the right to effective legal protection and to file a complaint with the supervisory authority, in this case the Spanish Data Protection Agency, if they consider that the processing of personal data concerning them violates the General Data Protection Regulation and/or the Spanish Organic Law on Protection of Personal Data and Digital Rights.

12.2 Ordering of processing

The client is in any case the Controller of the data received and stored in their ARKIBOT services.

In those cases in which ARKIBOT requires access to personal data incorporated into the files for which the CLIENT is the controller (FILE CONTROLLER), it will assume the obligations of the PROCESSOR, in accordance with Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), and which are considered below:

Purposes of the processing

These clauses enable the processor to process, on behalf of the controller, the personal data necessary to provide the service stipulated: live chat, chatbot, flow charts, and services with integrations.

Identification of the information concerned

Data processed

Client data:

Identifiers: Name and surname(s), email, telephone, postal address, ID card number, IP, MAC.
Metadata: Browser used; Operating System used; time and location of access; other similar data.
Financial.

Hosted data:

Those stored by the client when the client uses the hybrid chatbot services, such as; conversations, images, phrases, answers, or names of intents and other similar data in the information the client uploads or generates in the system.

Categories of data subjects:

Client data: Customers.
Hosted data: As many categories as the client stores as types.

Authorized processing operations:

Communication
Retention/Storage
Copying
Encryption

Duration:

The service will have the initial duration defined by the CLIENT at the time of service request and activation.

Obligations of the processor

The PROCESSOR and all its personnel are obliged to the following:

(a) The Processor assumes all the obligations set out in Regulation (EU) 2016/769 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), the Spanish Organic Law on Protection of Personal Data and other applicable regulations, their implementing regulations and those deriving from the provisions set out in this contract.

(b) The Processor will solely and exclusively process the data provided by the Controller for the purpose of providing the services that form part of the contractual relationship it maintains with the Controller.

(c) Listing of new services or the identification of new uses or purposes of use of the data will require a new agreement between the parties and/or an update to this contract

(d) In no case may the Processor use the data for its own purposes.

(e) If the Processor considers that any instructions of the Controller violate the GDPR or any other European Union or Member State data protection provision, the Processor must inform the Controller immediately.

(f) The Processor undertakes to keep a written record of all categories of processing activities carried out on behalf of the Controller, containing:

(i) The name and contact details of the Processor and of each Controller on behalf of whom the Processor acts and of the representative of the Controller or of the Processor and of the Data Protection Officer.

(ii) The categories of processing performed on behalf of each Controller.

(g) Where appropriate, transfers of personal data to third countries or international organizations, including identifications of those third countries or international organizations and documentation of appropriate safeguards

(h) A general description of the technical and organizational security measures relating to:

(i) Pseudonymization and encryption of personal data. (ii) the permanent confidentiality, integrity, availability, and resilience of the processing services and systems;

(iii) Guidelines for restoring availability to personal data quickly, in the event of a physical incident.

(iv) the procedure for regularly verifying, evaluating, and assessing the efficacy of the technical and organizational measures to ensure security of processing.

(i) The Processor undertakes not to disclose the data to third parties, unless expressly authorized by the Controller, in legally admissible cases. The Processor may communicate the data to other Processors for the same Controller, in accordance with the Controller’s instructions. In this case, the Controller will identify, in advance and in writing, the entity to which the data must be communicated, the data to be communicated, and the security measures to be applied to proceed with the communication.

(j) If the Processor needs to transfer personal data to a third country or to an international organization, under the European Union or Member State Law applicable to it, it must inform the Controller of that legal requirement beforehand, unless that Law prohibits it for important reasons of public interest.

(k) The Processor is authorized to subcontract the ancillary services necessary to support the Processor’s overall structure, e.g., telecommunications services, hardware maintenance, outsourcing of tax, accounting, and social security obligations; cleaning, financial auditing, and the like. All this is without prejudice to the fact that the Processor must sign the corresponding Processor contracts with those subcontractors.

(l) If, for provision of the service provided to the Controller, the Processor needs to subcontract directly necessary means or services which are the subject of the main contract, then they must be previously authorized by the Controller expressly and in writing, and these must be identified by their name or company name, as well as the specifically subcontracted service they provide. All of this must be prior to their intervention in providing the service to the Controller.

(m) The subcontracted providers who provide services directly related to the processing of data for the subscribed service, which are authorized when subscribing to the service.

(n) In any case, the subcontractor, who also has the status of Processor, is also obliged to comply with the obligations established in this document for the Processor and the instructions issued by the Controller. The initial Processor is responsible for regulating the new relationship, so that the new Processor is subject to the same conditions (instructions, obligations, security measures, etc.) and with the same formal requirements as the initial Processor, with regard to appropriate processing of personal data and the guaranteeing of the rights of the affected persons. In the case of non-compliance by the sub-Processor, the initial Processor will remain fully liable to the Controller for compliance with the obligations.

(o) The Processor is obliged to maintain the duty of secrecy with respect to the personal data to which it has access, even after the purpose of this assignment has ended.

(p) Only those employees of the Processor who have the fulfillment of the service provided for in this contract among their functions and cannot fulfill their obligations without having access to the data will process the data in the files. Such people must comply with the legal obligation to confidentiality.

(p) In addition, the Processor shall:

(i) Ensure that the people authorized to process personal data undertake, expressly and in writing, to respect confidentiality and to comply with the corresponding security measures, of which they must be informed appropriately.

(ii) Keep the documentation accrediting compliance with the obligation established in the previous point available to the Controller.

(iii) Ensure the necessary training in personal data protection for people authorized to process personal data.

(iv) Assist the Controller in the exercise of rights by third parties.

(q) The Processor shall assist the Controller in exercising the rights of:

(i) Access, rectification, erasure, and objection.

(ii) Limitation of processing.

(iii) Data portability.

(iv) Right to be forgotten.

(v) Not be the subject of automated individualized decisions (including profiling).

When the people affected exercise their rights of access, rectification, erasure, and opposition, limitation of processing, data portability, and not being the subject of automated individualized decisions, they must notify the PROCESSOR by email to the address comercial@arkibot.com.

Communication must be made immediately and in no case beyond the working day following the receipt of the request, together, where appropriate, with other information that may be relevant to resolve the request. It is the responsibility of the Controller to provide the right of information at the time when the data is collected.

The PROCESSOR is to notify the CONTROLLER, without undue delay, and in any case before the maximum period of 72 hours and by email, of any violations of security of personal data of which it becomes aware, together with all the relevant information for documentation and communication of the incident.

Notification shall not be required where such a security breach is unlikely to constitute a risk to the rights and freedoms of natural persons.

In the case of needing to be notified, at least the following information must be provided:

Description of the nature of the personal data breach, including, where possible, the approximate number of data subjects concerned, and the categories and approximate number of personal data records affected.
The name and contact details of the Data Protection Officer or other contact point where further information can be obtained.
Description of the possible consequences of the personal data breach.
Description of the measures adopted or proposed to remedy the personal data security breach, including, where appropriate, the measures adopted to mitigate possible negative effects. If it is not possible to provide the information at the same time, and to the extent that it is not possible, the information is to be provided gradually without undue delay.

Notification of breaches of data security

It is the responsibility of the PROCESSOR to report data security breaches to the Data Protection Supervisory Authority and to data subjects as soon as possible when the breach is likely to result in a high risk to the rights and freedoms of natural persons. The communication must be made in clear, simple language and must, as a minimum:

Explain the nature of the personal data breach, including, where possible, the categories and approximate number of data subjects concerned, and the categories and approximate number of personal data records affected.
Indicate the name and contact details of the Data Protection Officer or other contact point where further information can be obtained.
Describe the possible consequences of the personal data security breach. Describe the measures adopted or proposed by the CONTROLLER to remedy the personal data security breach, including, where appropriate, the measures adopted to mitigate possible negative effects. If it is not possible to provide the information at the same time, and to the extent that it is not possible, the information is to be provided gradually without undue delay.
Make all the information necessary available to the CONTROLLER to demonstrate compliance with its obligations, as well as for conducting the audits or inspections to be carried out by the CONTROLLER or other auditor the CONTROLLER authorizes.
Implement the technical and organizational security measures necessary to ensure permanent confidentiality, integrity, availability, and resilience of the processing systems and services.
Restore the availability and access to personal data quickly, in the event of a physical or technical incident.
Regularly verify, assess, and evaluate the effectiveness of the technical and organizational measures implemented to guarantee security in processing.
Pseudonymize and encrypt personal data, where appropriate.
If a Data Protection Officer is appointed, the CONTROLLER must be notified of their identity and contact details.
Destroy or return to the CONTROLLER the personal data and, where appropriate, the media where applicable, once the service has been completed. The return must involve the complete deletion of the data existing in the computer equipment used by the Processor. However, the PROCESSOR may keep a copy, with the data duly locked, while liabilities for execution of the service may result.

Impact assessments

The Processor must provide support to the Controller in conducting data protection impact assessments, where appropriate.

Control and auditing

The Processor makes all the information necessary available to the Controller to demonstrate compliance with its obligations, as well as for conducting the audits or inspections to be carried out by the Controller or other auditor the Controller authorizes.

Security measures

The Processor is obliged to implement and comply with the following security measures, as a minimum:

The permanent confidentiality and resilience of processing systems and services.
Ensuring availability and access to personal data quickly, in the event of a physical or technical incident.
Regular verification, assessment, and evaluation of the effectiveness of the technical and organizational measures implemented to guarantee security in processing.
The pseudonymization and encryption of personal data, in cases where it is appropriate.
The Controller may propose other measures which may result from the Risk Assessment, before contracting the service.

Without prejudice to the above, the PROCESSOR cannot give absolute and total guarantees on the absence of security breaches caused by third parties.

Destination of the data at the end of the service

At the end of the service, the Processor will destroy the data recorded digitally or analogically, unless the Controller allows for its conservation through the configuration options in their client administration panel.

However, even in the event of destruction, the Processor may keep a copy, with the data duly locked, for the applicable legal periods over which any liabilities deriving from provision of the service have not been time-barred.

The Data Controller can download copies of their customer data and the information stored in the service system through the options provided for this purpose in the administration panel.

12.3 Communications

The Client will receive information on improvements to the service by email, along with a variety of information related to the services it has contracted and that is necessary for their appropriate provision.

XIII Assignment

The CLIENT may not assign, transfer, encumber, or subrogate the present contractual relationship or the rights and obligations deriving from it to any third party without ARKIBOT’s prior consent in writing.

XIV Subcontracting

ARKIBOT may contract and/or subcontract to third parties all it deems appropriate as regards their carrying out or any or all of the activities necessary for the maintenance, updating, improvement, or provision of the services, for which the CLIENT gives their express consent.

XV Insurance

It will be the sole responsibility of each of the parties to contract the corresponding insurance to guarantee the possible liabilities deriving from these contract conditions and failure to comply with them.

XVI Modification of services

ARKIBOT reserves the right to modify the services in order to adapt them:

(a) to technical developments in the market;
(b) to any technical, functional, and operational improvement that enables enhancement in service provision; and
(c) to the evolution of the laws, regulations, and rules applicable to provision of the services and/or aspects related to them.

Furthermore, ARKIBOT reserves the right to unilaterally modify the presentation, configuration, and operation of the service, without prior notice, provided that such modification does not affect the service functionality or the commitments acquired or involve any increase in the prices agreed.

XVII Suspension of the service

In order to safeguard the integrity of the network, provide the services contracted, and comply with the required quality commitments, ARKIBOT may suspend provision of the service when the CLIENT performs actions likely to cause damage or harm to the people, equipment, systems, supports, and/or networks of third parties and/or ARKIBOT, such as consumption of server resources at a volume that compromises the stability of that server, for example. The CLIENT will be informed of the suspension within 24 hours, if possible along with the reason or the source causing the problem.

Furthermore, the following will be reasons for suspension of the use of ARKIBOT:

Use on websites with pornographic content, betting websites, or online games.
Use for distribution of files, movies, software, or MP3s.

ARKIBOT reserves the right to suspend the provision of a service, without prior notice, in a preventive manner whenever there are claims for violation of third party rights, either presented directly to ARKIBOT or through the service providers it uses to enable the provision of the services it offers to its clients (connectivity, network, domains, etc.). ARKIBOT will suspend the service in a preventive manner and will subsequently contact its holder to inform them of the situation and how to solve the problem to make restoration of the service possible.

ARKIBOT uses the services of external providers, such as Dialogflow, in some cases to enable provision of the hybrid chatbot services it offers directly to its clients. These providers may cause a suspension of the ARKIBOT service in case of claims filed against them for violation of third party rights. ARKIBOT will not be liable for the suspension in these cases, although it will act with all possible diligence to intermediate for the client by informing them of the reason for the suspension (with the information provided by the external provider in question) and of the way to solve the problem to make restoration of the service possible.

XVIII Applicable legislation

These general conditions are governed by Spanish legislation. Specifically, they are subject to the provisions of the following:

Spanish Law 7/1988, of April 13, on General Contracting Conditions.
Spanish Royal Legislative Decree 1/2007, of November 16, approving the consolidated text of the General Law for the Defense of Consumers and Users and other complementary laws.
Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
Spanish Organic Law 3/2018, of December 5, on Protection of Personal Data and Guarantee of Digital Rights.
Spanish Law 7/1996, of January 15, the Retail Trade Act; Spanish Law 34/2002, of July 11, on Information Society Services and Electronic Commerce;
Spanish Law 16/2009, of November 13, on Payment Services; as well as any other standard that implements or modifies them.

XIX Alternative dispute resolution mechanisms to the judicial route and competent jurisdiction

While the client is considered to be a consumer in accordance with Article 3 of the General Law for the Defense of Consumers and Users (Spanish Royal Decree Law 1/2007, of November 16), ARKIBOT submits itself to consumer arbitration as an alternative dispute resolution system to judicial proceedings, in accordance with Spanish Royal Decree 231/2008, of February 15, regulating the Consumer Arbitration System.

The consumer will be able to access the European Union’s online dispute resolution platform through the following link: http://ec.europa.eu/consumers/odr.

The Courts of Madrid will be competent for claims that cannot be submitted to consumer arbitration due to legal imperative.

XX Miscellaneous

If any clause of these contract conditions is declared null and void, in whole or in part, by any court, the remaining stipulations will remain valid, unless the parties mutually agree to terminate the agreement. The covenants, clauses, and conditions that make up these conditions constitute the formal, definitive expression of the declaration of the will of the parties, and same must be interpreted in relation to each other, attributing to uncertain aspects the meaning that derives from the entirety. Any documents or declarations, whether oral or written, prior to the coming into force of same, will be considered definitively repealed.