Terms and conditions

GENERAL TERMS AND CONDITIONS OF AUTOCHAT

Part I. General

1. Definitions and interpretation

• For the purposes of these Terms and Conditions, the capitalised terms indicated below shall have the meanings indicated below:

• In addition to the terms above, other terms may be defined in these Terms and Conditions which, when used with a capital letter, will have the meaning ascribed to them in the Terms and Conditions.

• Terms defined in the singular will have a similar meaning in the plural and vice versa. Terms defined as a verb will have a similar meaning as a noun and as an adjective, and vice versa.
• Headings are included for clarity and for the purpose of reference within the framework of these Terms and Conditions themselves, and do not serve for interpretation. Nor will they limit the content of the Terms and Conditions.

• Terms such as “including”, “e.g.”, “such as” (both abbreviated and unabbreviated) imply non-exhaustive enumeration. Terms such as “e.”, (both abbreviated and non-abbreviated) imply precision.

• AutoChat has the right to modify these Terms and Conditions at any time. It will send a notification to the Customer. If the Customer does not oppose the change of the Terms and Conditions within 15 calendar days after the aforementioned notification, the new Terms and Conditions will be deemed to have been accepted and will apply to the Agreement. If the Customer notifies its opposition to the new Terms and Conditions within the aforementioned period of 15 calendar days, the old Terms and Conditions shall continue to apply to the Agreement.

2. Scope

• The Customer expressly confirms to have taken note of these Terms and Conditions and to accept them unconditionally.

• These Terms and Conditions apply in full to every offer from, every Agreement with, every supply of Software, Products and/or services by, every invoice from, and, in general, every transaction of AutoChat, unless otherwise agreed in writing with AutoChat.

• The Customer acknowledges that the application of any of its own (general or special) terms and conditions is expressly excluded, at least that these Terms and Conditions take precedence over any of its own (general or special) terms and conditions.

• In case of conflict between these Terms and Conditions and other parts of the Agreement, the other parts of the Agreement shall prevail over these Terms and Conditions.

• These Terms and Conditions apply without prejudice to the mandatory legal provisions.

3. Conclusion and content of the Agreement

• A binding Agreement between AutoChat and the Customer comes into existence only when AutoChat receives an order dated and signed by the Customer (or his appointee) and AutoChat subsequently accepts the order in writing or by execution.

• Unless otherwise stated on the offer, AutoChat’s offers are informational only, imply only a non-binding proposal to contract (and not an offer) and are only valid for thirty (30) calendar days. Modifications made to AutoChat’s offers are only valid if the latter has accepted them in writing.

• In case of problems related to the order, e.g. in case of attempted fraud, an incomplete or incorrect order, obviously wrong data, non-payment of previous invoices or refusal of approval by the Customer’s financial institution, non-confirmation of payment by the financial institution or any (other) serious deficiency of the Customer with regard to the orders involving the Customer, AutoChat reserves the right to suspend and/or refuse the confirmation of the order and consequently the delivery without any justification.

• The timely delivery of the Product, the Software and any associated services is not essential for the Customer.

• The implementation of the Product is done by AutoChat in cooperation with (the subcontractors, appointees or employees of) the Customer, at the expense and risk of the Customer. Upon first request, the Customer will provide all information requested by AutoChat. The Customer accepts that AutoChat cannot implement the Product if and as long as the Customer does not provide the necessary cooperation or supply the requested information, such without the Customer being able to claim any damages.

• The Customer is obliged to check the Product for any defects or non-conformity immediately upon the implementation. The Customer can test the Product for a period of two weeks from its implementation. During this period, the Customer can make complaints on the use and operation of the Product. After this period, no more complaints will be accepted.

• Without prejudice to Article 18.3, the Product and the Software always remain the sole property of AutoChat. Nothing in the Agreement can be interpreted as a definitive transfer of the Product or the Software from AutoChat to the Customer.

4. The Product, the Software and services

• AutoChat will use its best efforts to provide the Product, the Software and any services to the Customer and the User in accordance with the Agreement, without this in any way constituting an obligation of result on the part of AutoChat.

• The Customer shall provide AutoChat with all information requested by it.

• AutoChat shall have the right to provide the Software with Updates, Upgrades and/or patches at any time, and possibly require the Customer and/or the User to download and install them immediately.

• AutoChat has the right to use subcontractors, external suppliers, partners or service providers for the performance of its services.

• The Customer shall be obliged to use the Product and the Software only for legitimate purposes. Any damages or penalties resulting from the foregoing shall be borne in full by the Customer.

• By using the Software, the Customer acknowledges that AutoChat has properly performed its obligations.

5. Updates, Upgrades, and Maintenance

• AutoChat may at any time provide the Customer with an Update and/or Upgrade for the Product and require it to be immediately downloaded and installed. AutoChat may at any time provide “over the air” Updates and Upgrades for the Product.

• The use of the Product may be impossible during Maintenance, including installation of Updates, installation of Upgrades, and/or server and/or other technical issues. The Customer waives all rights and claims as a result thereof. AutoChat is not obliged to inform the Customer prior to Maintenance and installation of Updates and/or Upgrades.

• In order to be able to use the Product, the Customer must use software and devices that are sufficiently recent, that are compatible with the most recent technical requirements, and that are equipped with sufficiently recent operating and anti-virus software.

• AutoChat may notify the Customer that certain versions or revisions of the Product will no longer be supported, and that, in order to continue use of the Product, the Customer may be required to install and use an updated version or revision of the Product.

6. Prices and payment

• AutoChat is entitled to charge a fee per Organization to the Customer. Unless otherwise agreed in writing, the fee for the use of the Product and the License are determined in the Agreement. Unless otherwise provided in the Agreement, all fees and other rates charged by AutoChat are exclusive of VAT, tax charges, packaging, transportation, and installation costs, the latter being at the sole expense of the Customer.

• The standard fee includes a License for 2 Profit Centres in an Organization. If the Customer requests a License for additional Profit Centres in an Organization, AutoChat shall be entitled to charge a supplementary fee. If the Customer requests a License for a separate Organization, the Customer shall be obliged to conclude a separate License and thus pay a separate fee for that Organization (and, depending on the number of Profit Centres in that Organization, one or more supplementary Fees).

• The fees are payable (i) at AutoChat’s registered offices, (ii) in EURO, and (iii) within 10 days as from the invoice date. AutoChat shall invoice the fees upfront on an annual basis upon activation of the Product on the website of the Organization concerned. If the Customer would conclude a License in the course of a calendar year, AutoChat shall invoice the Customer pro rata the duration of the new License (e. start of the License (upon Activation on the Organization’s website) up until 31 December).

• The Customer will only receive electronic invoices.

• The amount of the fees due by the Customer shall be annually adjusted according to the following price revision formula:

P = p x [a x (S/s) + b]

In this formula, the letters used shall have the following meaning:

P = the revised License Fee and Supplementary License Fee;

p = the base License Fee and the Supplementary License Fee at the Effective Date;

S = the labour cost index applicable upon revision during the Term (based on the index of PC200);

s = the labour cost index applicable, at the Effective Date based on the index of PC200);

a = 0,80;

b = 0,20.

Application of this formula shall never lead to a price decrease.

• Without prejudice to Article 6.5, AutoChat shall, at all times, be entitled to charge price increases with respect to the Product, as a result of price increases of AutoChat’s suppliers (e.g. Microsoft) to the Customer.

• Any changes to the services or additional services will be additionally invoiced in accordance with the (unit) prices in force at the time of the service concerned.

• If the Customer consists of several persons (natural or legal persons), they are jointly and severally liable for the payments to which the Agreement obliges them.

7. Non-payment

• In the absence of full and timely payment, AutoChat shall be entitled, on the one hand, to default interests equal to the interest rate stipulated in the Belgian Law of 2 August 2002 on combating late payment in commercial transactions from the due date of the invoice in question until the date of full payment, and, on the other hand, to a fixed compensation of 10% of the amount due, with a minimum of EUR 100 (without prejudice to AutoChat’s right to claim a higher compensation provided that it can prove higher damage actually suffered). Interests run from the due date of the invoice until the date of full payment.

• In the absence of full and timely payment on the due date of one or more invoices, all outstanding invoices from AutoChat to the Customer will become due by operation of law and without notice of default.

• All payments made by the Customer shall first be applied to any costs due, then to damages and interests, and finally to the principal amount of the longest overdue invoice(s).

• AutoChat shall be entitled to offset any amounts it may owe to the Customer (on any account) against any amounts owed by the Customer to AutoChat, whether or not such amounts are due and payable.

8. Duration – suspension and termination – consequences

• Without prejudice to any other provision in the Agreement, the License is granted from the delivery of the Product by AutoChat, and is concluded for a fixed term until 31 December of the calendar year in which the License is granted, whereby the duration of the License is automatically and ipso iure renewed each time for a (new) term of one calendar year (from 1 January to 31 December), unless one of the Parties has terminated the term of the License totally or partially (e.g. only for one of more Organizations) by written notice at the latest on 30 September before the renewal, and without prejudice to the remaining provisions of the Agreement.

• Without prejudice to specific provisions to the contrary (e.g. in the Agreement), AutoChat has the right to terminate the Agreement at any time with 3 months’ notice.

• AutoChat has the right to suspend its obligations (e.g. suspend the License, and therefore the Customer’s access to and use of the Product) with immediate effect, without being liable for any compensation, in the event that the Customer is in breach of any of its obligations under the Agreement, including but not limited to the lack of full payment on the due date of one or more invoices (even under another Agreement than the one to which the default relates) and AutoChat has given notice of default to the Customer by registered letter. In such case, AutoChat shall not be liable in any way for any (direct or indirect) damages that the Customer may suffer as a result. The Customer shall no be entitled to suspend its payment obligations as a result of AutoChat’s suspensions

• In case of a serious contractual default by the Customer, AutoChat also has the right to terminate the Agreement with immediate effect and without prior judicial intervention at the expense of the Customer. AutoChat may terminate (“ontbinden”) the Agreement out of court in accordance with this Article if AutoChat has sent a notice of default to the Customer by registered letter and the Customer has failed to fulfil his contractual obligations within a period of 15 calendar days from the postmark of the aforementioned notice of default, unless such a remedy period is pointless given the nature of the contractual default. The foregoing without AutoChat being liable towards the Customer for any termination compensation or damages pursuant to the Agreement or otherwise, and without any obligation for AutoChat to hold the Customer harmless against any third-party claims as a result thereof

• AutoChat has the right to terminate (“ontbinden”) the Agreement with immediate effect and without prior judicial intervention at the expense of the Customer when it is clear that the Customer, after having been requested to provide sufficient guarantees for the proper performance of his commitments within a period of 15 days, will not fulfil his commitments and that the consequences of such non-performance are sufficiently serious for AutoChat. The foregoing without AutoChat being liable towards the Customer for any termination compensation or damages pursuant to the Agreement or otherwise, and without any obligation for AutoChat to hold the Customer harmless against any third-party claims as a result thereof

• AutoChat is entitled to terminate (“ontbinden”) the Agreement with immediate effect and without prior judicial intervention at the expense of the Customer if the shares and/or assets of the Customer are (about to be) transferred to a third party that directly or indirectly develops, produces and/or commercialises software and/or provides services identical to or substitutes for the Software. The foregoing without AutoChat being liable towards the Customer for any termination compensation or damages pursuant to the Agreement or otherwise, and without any obligation for AutoChat to hold the Customer harmless against any third-party claims as a result thereof

• In case of termination (“ontbinding”) of the Agreement by AutoChat at the expense of the Customer, AutoChat shall be entitled (i) to immediately terminate the Customer’s use of the Product and the License, (ii) compensation for the period during which the Customer used the Software and (iii) (additional) fixed damages of 30% of the fees the Customer is due for the use of the Product for one year, the foregoing without prejudice to AutoChat’s right to claim higher damages provided that proof of higher actual damages is provided.

• The Agreement shall automatically terminate if the Customer is declared bankrupt or has filed for bankruptcy or protection from its creditors (the latter subject to the exclusion of this possibility by the relevant legislation).

• Upon termination of the Agreement and irrespective of the grounds therefor:

• the Customer must immediately terminate any use of the Product and the License, and will no longer be able to use the Product;

• only the Personal Data processed by the Product is transferred to the Customer (in accordance with Articles 3.7 and 18.3).

• After the termination of the Agreement, for whatever reason:

• the Customer shall not be entitled to any refund by AutoChat of any fees, charges, taxes, etc. paid by the Customer to use the Software (such as electricity charges, internet charges, etc.).

• the provisions that by their nature are deemed to continue to have effect after the end of the Agreement will continue to have effect.

9. Defects

• Any alleged defect must be notified to AutoChat accordingly, in writing and duly substantiated, within 7 calendar days of its discovery, with an accurate indication of the defect. In the absence of such notification, the notification shall be void and inadmissible and the Customer shall be deemed to have definitively accepted the Software.

• Defects referred to in Article 9.1 do not suspend the Customer’s obligations under the Agreement (including but not limited to its payment obligations), but do not affect the Customer’s rights of regress against AutoChat (without prejudice to AutoChat’s liability limitations).

• AutoChat shall not be deemed to have knowledge of the specific use the Customer will make of the Product and accordingly shall not be held liable therefore. Only the Customer is liable for the specific use it will make and/or the purposes for which it uses the Product.

• The Customer acknowledges that this Article 9 does not improperly exclude its legal rights in case of default by AutoChat.

10. Liability

• Except as specifically provided otherwise, AutoChat is subject to an obligation of best efforts only, without prejudice to mandatory legal provisions. AutoChat does not guarantee any specific results.

• AutoChat only provides the representations and warranties explicitly made in the Agreement. All other representation and warranties, whether implied, express or statutory, are disclaimed. AutoChat does not guarantee any specific service levels and is hold to nothing more than an obligation of effort.

• AutoChat is not liable:

• for simple negligence.

• for any fault of the Customer or the User (e.g. if the Customer has not (correctly) installed or used the Product in accordance with AutoChat’s instructions).

• if any damage was caused by third parties for which it is not responsible, e.g. interruption of electricity, interruption of communication services, interruption of WIFI connection, any failures, interruptions, viruses, errors or defects in the or the temporary unavailability, incorrect or incomplete availability or functioning of the Customer’s infrastructure

• for any defects related to (and/or cannot provide any warranty for) third party products, software and/or services and/or modifications or enhancements made by third parties to or with respect to the Software

• for temporary unavailability of the Software due to maintenance work and/or Updates

• for Loss as a result of the device on which the Product has been installed not properly functioning, e.g., absence of telecommunications services, etc

• indirect or consequential damages, for example but not limited to damage to third party equipment or software, loss of data, loss of time, loss of clientele, loss of profits, loss of revenue, increase in overhead costs, disruption of a trade, claims by third parties (for example but not limited to clients of the Customer), late VAT or tax returns, reputational damage, loss of future savings, personnel costs, loss of opportunity or business opportunity, loss of goodwill or any other form of economic loss.

• AutoChat is liable only on a contractual basis and only for its own gross negligence and wilful misconduct or the gross negligence or wilful misconduct of its employees or agents. Neither the Customer nor the User can hold AutoChat’s subcontractors, appointees or employees liable on an extra-contractual basis.

• The Product is protected as well as reasonably possible in light of the current state of the art by, among other things, firewalls, secure login procedures, security codes, virus protection and protection of Personal Data. However, no measure can guarantee absolute protection in the current state of the art and AutoChat is not responsible for misuse of such security measures. The Product is supplied “as is”, with all possible errors and defects contained therein and without any (express or tacit) warranty; in this respect AutoChat does not warrant that the Product will be error-free and will not contain viruses or other harmful code. The Product is a complex product and AutoChat does not guarantee that it is free of defects, viruses or other harmful code.

• In no event may AutoChat be liable for damages jointly and severally or in solidum with third parties.

• In any event, AutoChat’s liability, for any and all (kind of) Loss, is always limited to (i) the amount paid by AutoChat’s insurer or (ii), if AutoChat’s insurer should fail to pay out, the fees paid by the Customer to AutoChat for one calendar year. Without prejudice to the foregoing is AutoChat’s liability as a result of AutoChat’s breach of its obligations under applicable data protection legislation always limited to EUR 50.000,-.

• Any liability of AutoChat shall be reduced as a result of liability attributable to the Customer or to the User and/or any third party appointed by it.

• The Customer shall indemnify AutoChat in full (in principal, interest and (court or lawyer’s) costs):

• from and against any Loss as a result of Customer’s default under the Agreement.

• for any recourse by third parties as a result of breach by the Customer or by the User of the Agreement and/or improper use of the Software.

11. Force Majeure

• AutoChat shall not be liable for any non-performance, untimely performance or improper performance of (any of) its obligations resulting from Force Majeure.

• In the event of Force Majeure, neither the Customer nor the User shall have any right to compensation from AutoChat on any account whatsoever.

12. Publicity

AutoChat shall be granted a limited, non-transferable, non-exclusive license to use the Customer’s Trademarks, tradename and company name in any advertising, promotional and marketing material or like communication, including to AutoChat’s website, to identify the Customer as a user of the Product.

13. Processing of Personal Data

• AutoChat takes all appropriate technical and organisational measures so that the processing of Personal Data of the Customer and the User would be in compliance with applicable data protection legislation, e. the GDPR.

• AutoChat’s processing of Personal Data is governed by its privacy policy: https://autochat.ai/nl/privacy-statement/.

• Upon execution of the Agreement, and in particular upon use of the Product, the Parties shall process Personal Data in accordance with GDPR and all other applicable data protection legislation. To this end, the Parties shall take all necessary measures, e.g., according to articles 26 and/or 28 GDPR, e.g., by means of a data charter

• The Customer shall at all times comply with applicable data protection legislation, e. the GDPR.

14. Intellectual Property

• The Product is protected by Intellectual Property, including in particular copyrights and software rights.

• All Intellectual Property, registered or unregistered, existing now or in the future, in any territory worldwide, with regard to the Product shall be AutoChat’s exclusive property. The Customer waives the right to challenge any of AutoChat’s Intellectual Property Rights.

• Any Intellectual Property with respect to the Product arising pursuant to the performance by AutoChat of its obligations under the Agreement shall be vested in AutoChat and such rights are herewith by operation of law transferred to AutoChat in advance, to the fullest extent possible.

• The Customer shall not use any (or a part) of AutoChat’s Intellectual Property as or as part of a trade name in any form, as the name or any part thereof, of its business or other trade name (unless it shall have been authorized, in advance in writing or in the Agreement, to do so by AutoChat).

• Without prejudice to specific agreements between the Parties to the contrary, no provision in the Agreement may be construed as transferring all or part of such Intellectual Property to the Customer or to the User. All rights not expressly granted to the Customer pursuant to the Agreement are reserved by AutoChat.

• The Customer’s obligations under the Agreement are not in any way conditioned by or contingent upon the continued existence of any specific Intellectual Property with respect to the Product.

• The Customer may not copy or distribute the Product, except to the extent that copying is necessary for normal use of the Product according to the provisions of the Agreement.

• The Customer may not assign, transfer, sublicense, rent, loan, lease or otherwise dispose the Product, and/or directly or indirectly permit any third party to copy and install the Product on a device not owned or controlled by the Customer. If the Customer transfers ownership or control of its devices, it must delete the Product from that device.

• Without prejudice to the mandatory exceptions provided by Title 6, Book XI of the WER (Articles XI.293/1-304 WER), no part of the Software, including the source and object codes, layout and graphic representation, may be modified, copied, downloaded, uploaded, decompiled, reversed-engineered, disassembled, sold, distributed or promoted in any way by the Customer.

• The Customer is not entitled to change, remove and/or make unrecognizable any indication of AutoChat’s Intellectual Property with respect to the Product.

• AutoChat is authorised to establish and maintain technical features as part of the Software. The Customer and the User are not permitted to bypass, circumvent or remove such technical features.

• The Customer shall indemnify and hold AutoChat harmless against all Loss (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by AutoChat arising out of or in connection with any claim that the use of the Product or receipt of the benefit of the Licenses by Customer infringes third party IntellectualProperty, in case Customer violates its obligations under the Agreement

15. Confidentiality

• During the Term and after termination of the Agreement, for any reason whatsoever, each Party shall and shall procure that it shall keep all Confidential Information disclosed to it by the disclosing Party, or its representatives or advisers, confidential and shall not disclose such information in whole or in part to any third party without the prior written consent of the disclosing Party.

• Article 15.1shall not apply to (a) any information in the public domain otherwise than by breach of the Agreement; (b) any information disclosed by the disclosing Party to the receiving Party for the purpose of disclosing it to the public; (c) information already legally in the possession of the receiving Party before the information was disclosed to the receiving Party pursuant to the Agreement; (d) information obtained from a third party who is free to divulge the same; or (e) information which is properly disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or that of a competent regulatory authority, whereby such disclosure shall as much as possible be made in prior consultation with the disclosing Party.

16. Miscellaneous

• The Customer guarantees to have the provisions of the Agreement respected by the User, its appointees and/or agents.

• If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Agreement nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction will in any way be affected or impaired. The Parties shall make all reasonable efforts and take all necessary actions to replace any illegal, invalid or unenforceable provision of the Agreement with a valid, legal and enforceable provision having the same economic effect for the Parties and reflecting to the fullest extent admitted by law the provision so replaced.

• Except as expressly provided otherwise, all notices to AutoChat shall be made: (i) by registered mail to AutoChat’s registered office (notices being effective on the third Business Day after the date of postmark of the registered mail), or (ii) by e-mail to support@autochat.ai (notices being effective on the first Business Day after being sent by e-mail).

• The Customer is not entitled to totally or partially assign or subcontract the Agreement or the License, without AutoChat’s prior written consent. The Agreement is entered into intuitu personae with respect to the Customer’s management at the Effective Date.

• AutoChat is entitled to transfer its rights and/or obligations under the Agreement to third parties, provided that the guarantees of the Customer or the User are not diminished as a result. Where applicable, such transfer will be opposable to the Customer upon simple written notification by AutoChat, after which the latter will be released from its contractual obligations. In the event of the aforementioned transfer, the Contract shall continue to exist between the Customer and the third party.

• The price of a service performed or product delivered shall under no circumstances be refunded. Nor does the Customer have any right to any price reduction (articles 5.83, 4° Belgian Civil Code i 97 Belgian Civil Code ), nor the right to replacement (articles 5.85 Belgian Civil Code i 5.235 Belgian Civil Code ).

• No Party shall be deemed to have waived any rights or remedies arising out of the Agreement or out of any default or breach hereunder unless such Party executes the waiver in writing. If a Party waives a right or remedy arising out of the Agreement or out of any default or breach hereunder, such waiver shall not be construed to constitute a waiver of any other rights or remedies.

• The Agreement can be signed electronically in accordance with applicable European and Belgian regulations, in particular Regulation (EU) no. 910/2014 of the European Parliament and of the Council of 23 July 2014 and the Belgian law of 21 July 2016. Each of the Parties acknowledges, accepts and decides (i) that the electronic signature that it attaches to this deed has the same legal value as its handwritten signature, (ii) that the technical means implemented as part of this signature implemented assign a definitive date to this instrument and (iii) that the signature process used by the Parties to electronically sign this instrument enables each of them to dispose of a copy of this instrument on a durable medium or to have access to it, in accordance with Article 8.20(4) of the Belgian Civil Code.

17. Applicable law and competent court

• The Agreement is governed by and shall be construed and interpreted exclusively in accordance with the laws of Belgium, and no effect shall be given to any other choice of law or any conflict of law rules or provisions that could cause the laws of any jurisdiction other than Belgium to be applicable.
• All disputes arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the courts of Antwerp, division Antwerp, without prejudice to AutoChat’s right to bring proceedings against the Customer in any competent court based on the Customer’s registered office.

Part II. The License

18. Use of the Product

• Under the conditions stipulated in this Part II of the Terms and Conditions, AutoChat grants the Customer a License.

• Use of the Product is always subordinate and linked to the conclusion of a License per Organization and the payment of the fee(s) concerned.

• Use of the Product is licensed to the Customer, not sold.

• The License includes the right to Maintenance and Support with regard to the Product, according to a separate SLA between the Parties. In case the Customer requires technical Support as a result of technical problems with the Product, it may contact AutoChat via support@autochat.aion Business Days. The Customer is not entitled to Support for general and “how to”-questions. The Customer accepts that Support may be impossible if it is not using the latest version of the Product.

19. Limitations

• The Customer will not use the Product in a manner inconsistent with the License or with any and all applicable laws and regulations.

• The Customer will only register legitimate data in the Product and will not use the Product for storage of illegal data (e.g. fraudulent data) and/or data contrary to public order and morality.

• The Customer may only install the Product on and use the Product for its website(s) and/or its other approved communication platforms. The Customer may not install and/or use the Product anywhere else. The Customer shall take all necessary measures to ensure compliance with the foregoing and provide AutoChat with proof thereof upon AutoChat’s first request.

• A License is concluded per Organization. The License authorizes the Customer to install and use the Product in the designated Profit Centre(s) of its Organization(s) as set out in the Agreement. The right of use and installation of the Product is limited to the designated Profit Centre(s) in the Organization(s). Within an Organization all Profit Centres using the Product will be visible on the Customer’s website(s) or approved communication platform(s) of such Organization: as a consequence, a client of the Customer who, e.g., wants to make a service appointment in one of the Profit Centres part of an Organization will view all other Profit Centres of such Organization that use the Product based on the License (e.g. also from other brands in case an Organization represents several brands, also from other affiliates in case an Organization comprises several affiliates) and will thus be able to make an appointment in all other Profit Centres of the Organization that use the Product based on the License. In case the Customer wants to limit said possibility, it shall be obliged to conclude a separate License and pay a separate fee for a separate Organization.

• The Customer is not entitled to transfer or sub-license the Product and/or its License rights, to any third party, in whole or in part, in any form, whether modified or unmodified, without AutoChat’s prior written consent.

20. Account

• The Customer is required to register via AutoChat’s webportal, activate an account per Organization and follow AutoChat’s instructions.

• Upon activation of the Organization account, a connection is made to the Product linked to the License and the functionalities of the Product can be used by the Customer’s designated Organization.

21. Password and safety

• The Customer shall take all reasonably possible measures to secure (access to) the Product and its devices and network, including firewalls, security and password policies, security codes, and virus protection.

• The Customer agrees to maintain strict confidentiality to its account and any of its passwords. The Customer alone is responsible for all activities that occur on the Customer’s account. The Customer must notify AutoChat immediately in case of any Loss, theft and/or unauthorized use of a username and/or password. AutoChat reserves the right to delete or modify any username and/or password at any time for any reason.

• AutoChat warrants that the Product is IS027001 certified.