Version 4.0, January 2023
This document determines the conditions that apply to all services provided by Conversation24 BV and apply at all times.
Article 1. Definitions
1.1. Conversation24: Conversation24 BV, established in Rotterdam and registered at the Chamber of Commerce under file number 60948086.
1.2. Services: the services of Conversation24.
1.3. Intellectual Property Rights: the rights (of intellectual property) including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
1.4. Customer site: the website on which the Services are offered, as specified in the agreement or quotation.
1.5. Client (or Customer): a natural person or corporation who enters into an agreement with Conversation24 in order to be able to use the Services.
1.6. End user: the natural person or corporation who uses the services provided by Conversation24 for the benefit of the Client.
1.7. Party / Parties: Conversation24 and Client together or separately.
1.8. Chat Operator: employee who has contact with visitors on the Customer site via live chat.
1.9. Agreement: the agreement that is concluded between Conversation24 and the Client whereby Conversation24 enables the Client to use the Services and of which these General Terms and Conditions form an integral part.
Article 2. Applicability
2.1. These terms and conditions apply to all offers from Conversation24, the use of its services and the execution of Agreements.
2.2. Any conditions or exceptions proposed by the Client do not form part of the Agreement, unless Conversation24 has expressly agreed to this in writing.
Article 3. Formation and implementation of the Agreement
3.1. All offers made by Conversation24, in whatever form, are non-committal, unless the contrary has been explicitly made known. Offers do not oblige Conversation24 to enter into an agreement.
3.2. Offers of Conversation24 are valid for 14 days after the date of the offer, Conversation24 can revoke its offer within five working days after the acceptance by the Customer.
3.3. Conversation24 reserves the right to refuse requests from Customers.
3.4. An Agreement is formed by the (digital) signing of the Offer by the Client.
3.5. If the Client does not explicitly indicate that he or she agrees with the Quotation or the offer, but nevertheless agrees that Conversation24 performs work or provides Services that fall within the description, or gives the impression to agree, the quotation or the offer will be deemed accepted.
3.6. After the Agreement has been concluded, Conversation24 will make every effort to start implementing the Agreement as soon as possible.
3.7. All delivery times stated by Conversation24 are indicative and have been determined to the best of her knowledge. If the delivery period is likely to be exceeded, Conversation24 will inform the Customer of this as soon as possible. The customer is in no case entitled to compensation in connection with a (late) delivery.
3.8. The Client will offer Conversation24 all the support that is necessary and desirable to enable a correct and timely delivery of the Services. In any case, the Client shall make available to Conversation24 all data and facilities that Conversation24 indicates to be necessary or which the Client should reasonably understand to be necessary for the installation, configuration and execution of the Services.
Article 4. Account
4.1. To be able to use the Services of Conversation24, the Client needs an Account. Conversation24 will provide login data for an account to the Client.
4.2. An Account and the login details are strictly personal and may not be shared with another person. Client or End users must keep the login data confidential.
4.3. Conversation24 may assume that everything that happens from the Client’s Account after registration with the associated username and password, takes place under the direction and supervision of the Client. Client is therefore liable for all these actions.
4.4. In the event of suspected abuse of the Service, the Client must immediately inform Conversation24 and the Client must change the (login) data.
4.5. Communication with regard to existing, amended or newly concluded Agreements is sent to the e-mail address linked to the Account. The Client declares that the e-mail address provided by Conversation24 is suitable for this communication and is exclusively under the control of the Client. Client is obliged to immediately report any change in e-mail address or other relevant data (such as name, address or account number).
Article 5. Duration and termination
5.1. The duration of the Agreement is laid down in the Agreement. If no duration is included, it applies that it is entered into for an indefinite period.
5.2. Unless agreed otherwise, an Agreement for an indefinite period of time may be canceled in writing by each of the parties with due observance of a notice period of 1 (one) calendar month starting on the first of the new month. Termination may take place without reason or motivation.
5.3. Conversation24 may suspend or terminate the Agreement at any time without notice of default being required, if the Client has been declared bankrupt, the Client has been granted a moratorium on payments, the Client’s company is dissolved or liquidated or (a part) the Client’s assets has been seized.
5.4. If the Client is in default with regard to a substantial obligation towards Conversation24, then Conversation24 is entitled to immediately suspend or terminate the Agreement.
Article 6. Assurance
6.1. Conversation24 is always entitled, before starting or continuing the work or services, to require sufficient assurance for the fulfillment of the payment obligation of the Customer.
6.2 If the required assurance is not provided, or in an inadequate manner, Conversation24 has the right to dissolve the agreement in whole or in part without judicial intervention, without prejudice to the then due rights to Conversation24 for payment of what is due upon termination of the agreement due to the work performed and costs incurred.
Article 7. Execution
7.1 Conversation24 provides “online dialogues” (chats) on behalf of the Customer through the use of Chat Operators and, where appropriate, the delivery of chat (or otherwise supporting) software.
7.2. For the chat software to function properly, the Client must implement a piece of program code on its website. Customer is responsible for a correct and timely implementation of this code and bears the costs thereof.
7.3. The services provided by Conversation24 will be performed with care, where appropriate in accordance with the agreements and procedures recorded in writing with the Customer.
7.4. Conversation24 is free to decide for itself in which way and with the deployment of which people and resources it will execute the Client’s assignment. If the Client so wishes, Conversation24 will inform her of this in advance, unless this cannot reasonably be expected of her. The method of execution of the assignment is no ground for the Client to terminate the agreement.
7.5. Conversation24 is entitled to outsource the assignment or parts thereof to third parties that are not employed by her without the consent of the Customer, if in the opinion of Conversation24 this promotes a good or efficient execution of the assignment, unless this conflicts with the nature and / or content of the assignment.
7.6. Conversation24 and Customer agree in writing for which hours Conversation24 provides occupancy by Chat Operators for Customer.
7.7. No services are provided on national holidays unless otherwise agreed.
7.8. For a correct implementation of the services of Conversation24, the availability of the Customer site and a correct implementation of the code referred to in paragraph 2 are essential. In the event that the Customer site is temporarily unavailable due to a malfunction or the code is not correctly placed on the website or is not present, if a fixed monthly budget has been agreed for the service, no settlement can be made with Conversation24 for this.
7.9. The Client is not permihttps://staging-website.conversation24.com/wp-admin/admin.php?page=gf_edit_formstted to restrict Conversation24 on its own initiative in the execution of its services, either by blocking, removing or adapting the software, or in any other way, other than with the agreement of Conversation24. Conversation24 has the right, even after she has given her permission, in such cases to charge the average invoice amount of the last 3 months, or as much shorter as relevant in which the service could be carried out undisturbed.
7.10. If Conversation24 is limited in the performance of its services by any (technical) defect in software or equipment that falls under the responsibility of the Client, Conversation24 has the right to calculate the average invoice amount of the last 3 months, or as much shorter as relevant in which the service was provided. could be carried out undisturbed by calculation.
7.11. Due to the necessity for the Client to cooperate in the execution of the agreement, the Client will always provide Conversation24 with all useful and necessary data or information in time.
7.12. Client is responsible for the use and correct application of the web application and of the services to be provided by Conversation24 in its organization. If data necessary for the implementation of the Agreement is not available to Conversation24, or not in time or in accordance with the agreements, or if the Client does not otherwise fulfill its obligations, Conversation24 has the right to suspend the execution of the Agreement.
7.13. In the event that the Client wishes adjustments to the functionality or performance of the Services outside the original agreements, Conversation24 has the right to charge the costs incurred for this, such as working hours. This is calculated with an hourly cost of € 80,- excluding VAT.
Article 8. Usage rules
8.1 It is not permitted to use the Services in a way that violates the rights of third parties or the law.
8.2. The right of use gives the client the authority to use the web application per unit purchased on one website domain at a time, unless agreed otherwise in writing.
8.3. If, in the opinion of Conversation24, caused by the Client, a danger arises for the functioning of the server (s) or the network of Conversation24 or third parties, in particular due to the excessive request or transmission of data (including performance problems), Conversation24 is entitled to take all measures it deems reasonably necessary to avert or prevent this danger. Conversation24 may recover the costs that are reasonably necessary associated with these measures from the Client.
8.4. If the Client acts contrary to these General Terms and Conditions, Conversation24 has the right to deny access to the Services.
8.5. The web application is guaranteed against programming errors for the period as agreed. During this period, recovery will be free of charge, unless the errors or malfunction of the web application are the result of incorrect, careless or improper use, from external causes (such as: server failure, internet failure and / or adjustments to the digital resources of the client that Conversation24 runs on).
8.6. The client is not permitted to:
a. Copy the web application in whole or in part, in whatever way, regardless of form or medium.
b. Modify the web application in whole or in part, adapt, imitate, or otherwise edit, apply reverse engineering or have third parties perform all of this.
c. Rent or dispose of the web application in whole or in part, or, under whatever title, make it available to third parties, make it available for inspection or make it accessible, which includes the administration of data from persons other than the client.
d. Transfer all or part of the web application to another website electronically or by means of telecommunication.
8.7. The client will take all measures that are reasonably necessary to prevent the web application from becoming wholly or partly in the hands of third parties.
8.8. Conversation24 can make changes to the size or content of the web application. These changes may have consequences for the necessary specifications of the equipment used and / or website. Any costs for adjusting equipment or website will be borne by the Client.
Article 9. Complaints
9.1. Complaints must be submitted in writing, with a precise indication of the nature and grounds of the complaint. The Client must lodge a complaint within seven working days after the Client was aware of the defect or could reasonably have been aware of it.
9.2. If no complaint is made within the period referred to in the previous paragraph, the performance of Conversation24 will be deemed to have been performed in accordance with the agreement and the possibility of complaining will lapse.
9.3. All legal claims of the Customer under any agreement entered into with Conversation24 will lapse, subject to mandatory law, after one year from the day on which they become due and payable.
Article 10. Availability and maintenance
10.1. Conversation24 will endeavor to achieve uninterrupted availability of the Services, but offers no guarantees in this regard, unless otherwise agreed in the Agreement through a Service Level Agreement designated as such.
10.2. Conversation24 has the right to adjust the software of the Services from time to time to improve functionality and to correct errors. Conversation24 has the right not to install certain updates or upgrades if, in its opinion, this does not benefit the operation of the Services. Conversation24 is not obliged to pay any compensation for damage caused by adjusting the Services.
10.3. Conversation24 reserves the right to temporarily suspend the Services for the purpose of maintenance, modification or improvement of the Services and web servers of Conversation24 or third parties it has hired. This decommissioning tries to arrange Conversation24 in such a way that there is as little inconvenience as possible for the Client and End Users.
10.4. Conversation24 will never be obliged to pay compensation for damage suffered by the Client due to the intended decommissioning.
Article 11. Personal data
If personal data are processed via the Services of Conversation24, the rules of the General Data Protection Regulation (hereinafter: GDPR) apply to both the Client and Conversation24. The parties will, where appropriate, make agreements regarding the processing of personal data in a separate agreement.
Article 12. Prices and payment
12.1. All rates on the website, offers, brochures and other materials are subject to typing and calculation errors. No liability is accepted for the consequences of typing and calculation errors.
12.2. A fee is payable for the use of the Conversation24 Services, as specified on the quotation or on the website. Conversation24 will send an invoice for all amounts due and is entitled to invoice electronically.
12.3. The first billing date is the date the chat service goes live, unless the parties have agreed otherwise in writing.
12.4. Payments must be made without discount or settlement in the unit of account in which the prices are expressed. Only payments to Conversation24 itself have a liberating effect.
12.5. Services to be provided by Conversation24 are, unless otherwise agreed, invoiced in advance and must therefore be paid in advance. This particularly concerns monthly packages and subscriptions. The number of chat conversations conducted, which exceeds the maximum number of conversations agreed in the package or subscription, is billed afterwards after the end of the relevant calendar month, at the agreed rate per conversation.
12.6. All invoices must be paid by the Client within 14 days after the invoice date, unless the invoice states a different payment term or a different term has been agreed in writing.
12.7. If the payment has not been made by the Client 14 days after the invoice date, Conversation24 has the authority to block the Client’s Account and to terminate the service immediately.
12.8. Conversation24 is permitted to increase the prices annually by a percentage of 5%, without the possibility for the Client to cancel the Agreement.
12.9. Customer is not allowed to settle amounts for whatever reason. The payments made by the Customer serve first and foremost to settle the interest and costs due and then the oldest unpaid invoices, even if the Customer states that payment relates to a later invoice.
12.10. In the event of late payment, in addition to the amount owed and the interest thereon, the Client is obliged to fully reimburse both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies. If Conversation24 demonstrates that it has incurred higher costs that were reasonably necessary, these will also qualify for reimbursement. In addition, Conversation24 has the right to deactivate the software on the client’s website and to terminate the service.
12.11. The claim for payment is immediately due and payable if the Client is declared bankrupt, applies for a suspension of payment or if the Client’s assets are seized in full, and furthermore, if it goes into liquidation or is dissolved.
12.12. In the above cases, Conversation24 also has the right to terminate or suspend the performance of the Agreement or any part thereof that has not yet been executed without notice of default or judicial intervention, without the right to compensation for Client for damages that may arise as a result of this.
12.13. All amounts in offers, quotations, mentioned on the website and on invoices are exclusive of VAT.
Article 13. Liability
13.1. Conversation24 is never liable for any indirect damage suffered by the Client or by third parties, including consequential damage, loss of data, turnover, or damage due to disclosure thereof and immaterial damage.
13.2. The liability of Conversation24 vis-à-vis the Client, for whatever reason (including a shortcoming in the fulfillment of a guaranteed obligation and unlawful act), is limited per event (in which a related series of events counts as one event) to the payments paid by the Client, with a maximum of € 2000 (two thousand euros) excluding VAT.
13.3. The Client indemnifies Conversation24 against all claims from third parties (including website visitors) for whatever reason, with regard to compensation for damage, costs or interest related to this Agreement and / or the Services.
13.4. The previous paragraphs of this article do not apply if and insofar as the damage in question was caused by intent or deliberate recklessness on the part of Conversation24.
Article 14. Force majeure
14.1. Conversation24 is not obliged to fulfill any obligation towards the Client if a circumstance Conversation24 cannot influence hinders the fulfillment of obligations.
14.2. In the event of such force majeure, which in any case includes disruptions in the telecommunications infrastructure or internet, internal unrest, mobilization, war, obstruction in transport, strike, sickness absence of staff, exclusion, import and export restrictions, business disruptions, stagnation in the supply, fire, flood and non-performance of suppliers on whom Conversation24 is dependent on the performance of an Agreement, the implementation of the Agreement may be suspended without any obligation to pay compensation. If the situation of force majeure prevents performance for longer than two months, both Parties are entitled to terminate the Agreement with immediate effect, without any obligation to pay compensation arising therefrom.
Article 15. Intellectual Property Rights
14b.1. The (correct) functioning of third-party software linked to CoBrowser or Conversation24-Base, as well as the costs charged for this, depends on external software suppliers. These providers can unilaterally decide to no longer support the link, to change their link and/or to adjust their prices. In case of technical changes, Conversation24 cannot guarantee the operation. In the event of price changes, these will be passed on to the Client. Conversation24 is not responsible or liable for damages resulting from links that no longer function properly or have been unilaterally changed, canceled or suspended by a third party software vendor or service provider. In that case, the client is not entitled to a refund or any compensation.
14b.2. In the event of unilateral price changes or changes in the other terms and conditions of service to the detriment of the Client, the latter has the right to terminate the agreement for the relevant service at the moment the changes take effect. Conversation24 will inform the Client of this as soon as possible before the changes take effect, insofar as the external supplier has not already done this itself.
14b.3. Conversation24 is in no way responsible or liable for agreements that the Client enters into directly with third parties, including software suppliers and service providers, even when the agreement is part of an offer made by Conversation24.
Article 15. Intellectual Property Rights
15.1. All Intellectual Property Rights on all software made available under the Agreement or made available to it, as well as preparatory material thereof, or other materials (such as: analysis, designs, documentation, reporting, quotations), exclusively rest with Conversation24 or its licensors. Client only obtains a right of use that is not exclusive and not transferable, for the duration of the Agreement and powers that are explicitly granted under these terms and conditions or otherwise, and otherwise Client will not reproduce the software or materials or make copies thereof.
15.2. The client is not permitted to remove or change any indications regarding copyrights, brands, trade names or other intellectual or industrial property rights from the web application, equipment or materials, including indications regarding the confidential nature and secrecy of the web application.
15.3. Data that the Client stores or processes via the software is, and remains, the property of the Client (or its End Users). Conversation24 has a limited user right to use the data for the delivery of its Services, including the future aspects thereof.
15.4. If the Client sends information to Conversation24, for example feedback about an error or a suggestion for improvement, the Client gives Conversation24 an unlimited and perpetual user right to use this information for its Services. The foregoing does not apply to information that the Client explicitly marks as confidential.
Article 16. Confidentiality
16.1. Parties will treat information that they provide to each other before, during or after the execution of this Agreement confidentially when this information is marked as confidential or when the receiving party knows or should reasonably suspect that the information was intended to be confidential. Parties also impose this obligation on their employees and on third parties engaged by them to execute the Agreement. These provisions remain in force after termination of the Agreement, for whatever reason, and as long as the disclosing party has the right to rely on the confidential nature of the information.
16.2. Both parties exercise the same degree of care in protecting confidential Information that the disclosing party uses to protect its own Confidential Information, but in any case no less than reasonable care.
16.3. Paragraph 1 shall not apply to information which: is generally accessible to the public for reasons other than disclosure by the receiving party in violation of this Agreement, was already in the possession of the receiving party before it was provided to the public by or on behalf of the disclosing party, was made known or, is made available to the receiving party on a non-confidential basis by a source other than the disclosing party, which is not bound to keep this information secret or has been independently created by the receiving party.
16.4. If a receiving party is legally required to disclose confidential information provided under the agreement, the receiving party shall immediately notify the disclosing Party in writing so that the disclosing party may request precautionary attachment or other appropriate remedy and / or can waive compliance with the confidentiality provisions of the Agreement. All confidential information provided under this Agreement remains the exclusive property of the disclosing party.
Article 17. Changes
17.1. Conversation24 reserves the right to change or supplement these Terms and Conditions or the Agreement.
17.2. Changes also apply to Agreements already concluded. A change will only take effect 30 days after the change is announced by electronic newsletter or via the website at the time the change takes effect. Changes of minor importance, changes based on the law and changes to the benefit of the Client can be implemented at any time.
Article 18. Final provisions
18.1. Dutch law applies to the Agreement and these terms and conditions..
18.2. Changes in management, ownership or legal form do not affect the Agreement.
18.3. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise under the Agreement will be submitted to the competent Dutch court in Rotterdam.
18.4. Client grants Conversation24 permission to use Client as reference.
18.5. If a provision from the Agreement and / or the General Terms and Conditions turns out to be invalid, this does not affect the validity of the entire Agreement / General Terms and Conditions. The parties will replace the provision (s) with (a) new provision (s) which give shape to the intention of the original Agreement and / or General Terms and Conditions as much as legally possible.
18.6. These terms and conditions are a translation of the original text in Dutch. In the event of ambiguities, the original Dutch text will prevail. This text can be requested through Conversation24.
Additional Terms and Conditions Conversation24-inbox software
Version 3.0, June 2022
These conditions are a supplement to the previous provisions and are therefore inextricably linked to these. If provisions in this supplement conflict with previous provisions, the previous provisions shall prevail. All other provisions remain in full force and effect.
Conversation24 offers two web applications (CoBrowser and Conversation24-inbox) that allow you to chat with website visitors or provide visitors with remote assistance via the web browser and other digital channels supported by Conversation24.
This document defines the conditions that apply to this service provided by Conversation24. These General
Terms and Conditions apply at all times to the services. Please read the General Terms and Conditions below
carefully.
Article 1. Definitions
1.1. General Conditions: the present conditions.
1.2. Account: the personal account of the Client or End User with which he or she gains access to the Service.
1.3. Visitor: the visitor of a Customer site.
1.4. CoBrowser: the service that Conversation24 provides under the Agreement, which is understood to mean the SaaS solution for organizations so that they can chat with Visitors to the Customer Site or offer Remote Assistance to visitors in a safe online environment.
1.5. Conversation24: The trade name of Conversation24 B.V., established in Rotterdam and registered with the Chamber of Commerce under file number 60948086.
1.6. Services: the services CoBrowser and Conversation24-inbox together.
1.7. Intellectual Property Rights: the rights (of intellectual property) including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, related rights, patent rights, as well as rights to know-how.
1.8. Conversation24-inbox: the service that Conversation24 provides under the Agreement, which means the plug and play chat software that allows organizations to chat with the Visitors to the Customer Site.
1.9. Quotation: a written offer from Conversation24.
1.10. Client: a natural or legal person who enters into an Agreement with Conversation24 in order to use the Services.
1.11. Agreement: the agreement concluded between Conversation24 and the Client whereby Conversation24 enables the Client and End User (s) to use the Services and of which the General Terms and Conditions are an integral part.
1.12. End User: the natural or legal person who uses the Services provided by Conversation24 for the benefit of the Client.
1.13. Party (ies): Conversation24 and the Client together or separately.
1.14. Customer Site: the websites on which the Services are offered, as specified in the Agreement or Offer.
Article 2. Applicability
2.1. The General Terms and Conditions apply to all offers including Offers from Conversation24, the use of the Services and the execution of Agreements.
2.2. Any conditions or exceptions put forward by the Client are not part of the Agreement, unless Conversation24 has expressly agreed to this in writing.
Article 3. Formation and implementation of the Agreement
3.1. The Agreement for CoBrowser is concluded by the (digital) signature of the Quotation or other offer by the Client.
3.2. Article 227n and 227c of Book 6 of the Dutch Civil Code are applicable.
3.3. The Agreement for Conversation24-inbox is concluded by signing the Offer or as soon as the Client has created an Account on the website www.conversation24.com and has completed the online ordering process (including choosing a payment method) and the order has been confirmed by email by Conversation24.
3.4. If the Client does not explicitly indicate that it agrees with the Offer, but nevertheless agrees that Conversation24 performs work or provides Services that fall within the description, or that gives the impression, the Offer is considered accepted.
3.5. After the Agreement has been concluded, Conversation24 will endeavor to start executing the Agreement as soon as possible.
3.6. The Client will provide Conversation24 with all support that is necessary and desirable to enable the correct and timely delivery of the Services. In any event, the Client will provide Conversation24 with all data and facilities, which Conversation24 indicates are necessary or which the Client should reasonably understand to be necessary for the installation and configuration of the Services, in time to Conversation24.
Article 4. Account
4.1. In order to use CoBrowser, the Client needs an Account. Conversation24 will provide the Client with login data for an administrator account, with which the Client itself can create Accounts for End Users. In doing so, Conversation24 can set a limit to the number of End users that can use CoBrowser.
4.2. In order to use Conversation24-inbox, the Client himself creates an Account by registering on the website www.conversation24.com. The Account is accessible by entering a username and password of his choice.
4.3. An Account and the login details are strictly personal and may not be shared with another person. The Client or End Users must keep the login details confidential.
4.4. Conversation24 may assume that everything that happens from the Client’s Account after registration with the associated username and password, is done under the direction and supervision of the Client. The client is therefore liable for all these actions.
4.5. In the event of a suspicion of abuse of the Service, the Client must immediately inform Conversation24 and the Client must change the (login) data.
4.6. Communication about existing Agreements, changed or newly concluded via the Account, will be sent to the e-mail address associated with the Account. The Client declares that the e-mail address given to Conversation24 is suitable for this communication and is under the Client’s control only. The Client is obliged to report any change of e-mail address or other relevant data (such as name, address or account number) directly via the Account.
Article 5. Duration and termination
5.1. The duration of the Agreement is laid down in the Agreement. If no duration is included, it is entered into for the duration of 12 calendar months and is extended by the same duration.
5.2. The Agreement can be terminated by a Party with due observance of a notice period of 1 (one) month towards the end of the period referred to in the previous paragraph, which cancellation may take place without reasons and motivation.
5.3. Conversation24 may suspend or terminate the Agreement at any time without notice of default being required if the Client has been declared bankrupt, the Client has been granted a moratorium, the Client’s company is dissolved or liquidated or an attachment has been levied (a part of) the Client’s assets.
5.4. If the Client is in default with regard to a substantial obligation towards Conversation24, Conversation24 is entitled to suspend or terminate the Agreement.
5.5. In the event of dissolution or termination / cancellation, the Client’s right of use, as provided in Article 15, paragraph 1, will lapse (see also Article 15, paragraph 3).
Article 6. Rules of use
6.1. It is not allowed to use the Services in a way that violates the rights of third parties or the law.
6.2. The Client itself determines for which Customer sites the Service is used. Conversation24 has no knowledge of the content of these Customer Sites and the communication that takes place through the Service. Should communication take place via the Services that are incorrect and / or unlawful, the Client bears all responsibility for this completely independently. Conversation24 accepts no liability whatsoever for information exchanged or communications communicated using the Services. The Client indemnifies Conversation24 against claims from third parties that relate to damage as a result of a violation of these user rules.
6.3. The Client is not permitted to use the Services for more than one company or to have multiple Clients work under one Account, unless it concerns reseller / contact centers (see article 16).
6.4. If, in the opinion of Conversation24, the Client poses a danger to the functioning of the server (s) or the network of Conversation24 or third parties, in particular due to excessive requests or transmission of data (including performance problems), Conversation24 is entitled to take all measures it reasonably considers necessary to avert or prevent this danger. Conversation24 may recover the costs that are reasonably necessary associated with these measures from the Client.
6.5. If the Client acts contrary to these General Terms and Conditions, Conversation24 has the right to deny access to the Services.
Article 7. Storage and data limits
7.1. The Services can be purchased by the Client in the form of various packages. When exceeding the package specifications (for example the number of Accounts), Conversation24 will upgrade the Client to a higher package of the Service. Conversation24 will endeavor to inform the Client of this in advance.
7.2. When exceeding the package specifications, Conversation24 has the right to charge an additional amount afterwards in accordance with the usual rates of Conversation24.
Article 8. Availability and maintenance
8.1. Conversation24 will endeavor to achieve uninterrupted availability of the Services, but does not offer any guarantees, unless otherwise agreed in the Agreement by means of a Service Level Agreement designated as such.
8.2. Conversation24 has the right to change the software of the Services from time to time to improve functionality and to fix errors. Conversation24 has the right not to install certain updates or upgrades if, in its opinion, this does not benefit the functioning of the Services. Conversation24 is not obliged to pay any compensation for damage caused by adjusting the Services. 8.3. Conversation24 reserves the right to temporarily disable the Services for the purpose of maintaining, updating or improving the Services and web servers of Conversation24. Conversation24 tries to organize this decommissioning in such a way that there is as little inconvenience to the Client and End users as possible.
8.4. Due to the intended shutdown, Conversation24 will never be obliged to pay any compensation for damage suffered by the Client.
Article 9. Backup and Security
9.1. As a security measure, the Account data is stored every day. The time of the backup is determined by Conversation24. The backup is a service of Conversation24 and is not a guarantee.
9.2. Conversation24 uses SSL certificates for the secure transfer of data and communication. Conversation24 can only guarantee this if the Client also uses SSL certificates. The Client is
responsible for the security of the personal data on the Client Site.
Article 10. Personal data
10.1. If personal data are processed via the Services, the rules from the General Data Protection Regulation (further: GDPR) apply to both the Client and Conversation24. Where appropriate, the parties will make agreements regarding the processing of personal data in a separate agreement.
Article 11. Helpdesk
11.1. Conversation24 will provide a reasonable level of support to Client and End Users with questions about the Service. In addition to the support described below, the Client and End Users can consult the help center where information about the use of the Services is available.
11.2. The support as described in the first paragraph of this article is offered for CoBrowser via a help desk that can be reached by telephone and email during office hours. Current contact details can be found on the Conversation24 website. Office hours are understood to be from 9.00 am – 5.00 pm (CET / CEST) on working days and working days are understood to mean: Monday to Friday, with the exception of recognized Dutch public holidays and public holidays held by Conversation24 at its own discretion.
11.3. The support as described in the first paragraph of this article is offered for Conversation24-inbox via a chat function on www.conversation24.com available on weekdays from 07:00 – 23:00 (CET / CEST) and on weekends from 09:00 – 23:00 (CET / CEST) hours, except for the recognized Dutch public holidays and public holidays held by Conversation24 at its own discretion. In addition, it is possible to send an email to support@Conversation24.com.
11.4. Client strives to handle the helpdesk requests within a reasonable period of time. The time it takes to respond to notifications and resolve notifications can vary.
Article 12. Prices and payment
12.1. All rates on the Website, Quotations, brochures and other materials are subject to typing and calculation errors. No liability is accepted for the consequences of typing and calculation errors.
12.2. A fee is payable for the use of the Services, as specified on the Offer or on the website. Conversation24 will send an invoice for all amounts due and is entitled to invoice electronically.
12.3. All invoices must be paid in advance by the Client within fourteen days after the invoice date, unless the invoice states a different payment term or a different term has been agreed in writing.
12.4. Conversation24 may require that the Services be paid in advance by direct debit. The Client must authorize Conversation24 for this. If the Client cannot comply with this, the Client must pay the amounts invoiced by Conversation24 in another way before the expiry date. If the payment is not yet paid by the Client 14 days after the invoice date, Conversation24 has the authority to block the Client’s Account.
12.5. Conversation24 is allowed to increase the prices annually by a percentage of 5%, without the possibility for the Client to terminate the Agreement.
12.6. In the event of late payment, the Client is obliged, in addition to the amount owed and the interest accrued thereon, to full compensation of both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and collection agencies.
12.7. The claim for payment is immediately due and payable in the event that the Client is declared bankrupt, applies for a moratorium or if an attachment is levied on the Client’s assets, and furthermore, if it goes into liquidation or is dissolved.
12.8. In the above cases, Conversation24 also has the right to terminate or suspend the performance of the Agreement or any part thereof that has not yet been executed, without notice of default or judicial intervention, without any right to compensation for damage to the Client that may occur as a result.
Article 13. Liability
13.1. Conversation24 is never liable for any indirect damage suffered by the Client or by third parties, including consequential damage, loss of data, turnover, or damage due to disclosure thereof and non-material damage.
13.2. The liability of Conversation24 towards the Client, for whatever reason (including a shortcoming in the fulfillment of a warranty obligation and tort), is limited per event (whereby a related series of events counts as one event) to the fees paid by the Client, with a maximum of € 2,000 (two thousand euros) excluding 21% VAT.
13.3. The Client indemnifies Conversation24 against all claims from third parties (including Visitors) for whatever reason, with regard to compensation of damage, costs or interest, related to this Agreement and / or the Services.
13.4. The previous paragraphs of this article do not apply if and insofar as the relevant damage is caused by intent or deliberate recklessness of Conversation24.
Article 14. Force majeure
14.1. Conversation24 is not obliged to fulfill any obligation to the Client if a circumstance over which Conversation24 cannot exert influence prevents performance.
14.2. In the event of such force majeure – which in any case means failures in the telecommunications infrastructure, the internet, domestic disturbances, mobilization, war, traffic congestion, strike, exclusion, import and export barriers, business disturbances, supply stagnation, fire, flooding and delivery stop of suppliers on which Conversation24 is dependent in the performance of an Agreement – performance of the Agreement may be suspended without this creating any obligation to pay compensation. If the situation of force majeure prevents performance for longer than two months, both Parties are entitled to terminate the Agreement with immediate effect, without this resulting in any obligation to pay compensation.
Article 14b. Products and services from third-party suppliers
14b.1. The (correct) functioning of third-party software linked to CoBrowser or Conversation24-inbox, as well as the costs charged for this, depends on external software suppliers or service providers. These providers can unilaterally decide to no longer support the link, to change their link and/or to adjust their prices. In case of technical changes, Conversation24 cannot guarantee the operation. In the event of price changes, these will be passed on to the Client. Conversation24 is not responsible or liable for damages resulting from links that no longer function properly or have been unilaterally changed, canceled or suspended by a third party software vendor or service provider. In that case, the client is not entitled to a refund or any compensation.
14b.2. In the event of unilateral price changes or changes in the other terms and conditions of service to the detriment of the Client, the latter has the right to terminate the agreement for the relevant service at the moment the changes take effect. Conversation24 will inform the Client of this as soon as possible before the changes take effect, insofar as the external supplier has not already done this itself.
14b.3. Conversation24 is in no way responsible or liable for agreements that the Client enters into directly with third parties, including software suppliers and service providers, even when the agreement is part of an offer made by Conversation24.
Article 15. Intellectual Property Rights
15.1. All Intellectual Property Rights in all software (the Services) made available under the Agreement, as well as preparatory material thereof, rest exclusively with Conversation24 or its licensors. The Client will only acquire a right of use that is not exclusive and cannot be transferred for the duration of the Agreement, and powers expressly granted under these conditions or otherwise, and for the rest, the Client will not reproduce the Services or other materials or make copies thereof.
15.2. Data that the Client stores or processes through the Services is and remains the property of the Client (or its End Users). Conversation24 has a limited right of use to use the data for the provision of the Services, including the future aspects thereof.
15.3. If the Client sends information to Conversation24, for example feedback about an error or a suggestion for improvement, the Client gives Conversation24 an unlimited and perpetual right to use this information for the Services. The foregoing does not apply to information that the Client expressly marks as confidential.
15.4. For services of Conversation24 delivered by the Client to its customers, the provisions of this article also apply.
15.5. The Client acts in its own name, at its own expense, and at its own risk and is not entitled to enter into agreements for or on behalf of Conversation24 or to give the impression that it is an agent or representative of Conversation24.
15.6. The Client is free to determine its offer to its customers, within the limits of Conversation24 indicated in the Quotation.
15.7. The Client must impose at least the same obligations on its customers as Conversation24 imposes on the Client with regard to the Services made available. Conversation24 may require the Client to provide proof of this.
15.8. Failure to pay or late payment of clients of the Client does not release the Client from its payment obligations towards Conversation24.
15.9. Conversation24 will only contact the Client’s customers through the Client, unless Conversation24 has an urgent reason to approach these clients directly or the Client gives permission for direct contact.
15.10. Client is not entitled to use any trade name, brand name, logos or signs of Conversation24 in promotional or commercial communication for the purpose of using the goodwill or good name of Conversation24 for customer acquisition by Client. The Client may communicate in a businesslike manner that it uses the Services of Conversation24.
15.11. The Client is at all times fully liable for everything that its customers do or omit through the systems or networks of Conversation24 or those of its Conversation24.
15.12. In case of dissolution of the Agreement due to default of the Client, Conversation24 obtains the right to approach clients of the Client.
Article 16. Confidentiality
16.1. Parties will treat information they provide to each other before, during or after the performance of this Agreement confidentially if such information is marked confidential or if the receiving Party knows or should reasonably suspect that the information was intended to be confidential. The parties also impose this obligation on their employees and third parties engaged by them to implement the Agreement. These provisions will survive termination of the Agreement for any reason and for as long as the disclosing Party has the right to invoke the confidential nature of the information.
16.2. Both Parties exercise the same level of care in protecting confidential Information as the disclosing Party uses to protect its own Confidential Information, but in any event no less than reasonable care.
16.3. Paragraph 1 shall not apply to information that: is, or becomes, publicly available to the public for any reason other than publication by the receiving Party in violation of this
Agreement, which was already in the possession of the receiving Party before being provided by or on behalf of the disclosing Party. has been disclosed to it, is made available to the receiving Party on a non-confidential basis by a source other than the disclosing Party, which is not bound to keep that information secret or has been independently created by the receiving Party.
16.4. If a receiving Party is required by law to disclose confidential information provided under the Agreement, such receiving Party will promptly notify the disclosing Party in writing so that that disclosing Party may request precautionary attachment or other appropriate remedy and / or waive compliance with the confidentiality provisions of the Agreement. All confidential information provided under this Agreement remains the exclusive property of the disclosing Party.
16.5. Conversation24 will not examine data stored and / or distributed through the Account unless necessary for the proper provision of the Services.
Article 17. Changes
17.1. Conversation24 reserves the right to amend or supplement these GTC or the Agreement.
17.2. Changes also apply to already concluded Agreements. A change will only take effect 30 days after the change has been announced by electronic newsletter or via the website when the change takes effect. Changes of minor importance, changes under the law and changes in favor of the Client can be made at any time.
Article 18. Final provisions
18.1. Dutch law applies to the Agreement.
18.2. Changes in management, ownership or legal form do not affect the Agreement.
18.3. Unless otherwise prescribed by mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court in Rotterdam.
18.4. The Client grants Conversation24 permission to use the Client as a reference.
18.5. If a provision from the Agreement and / or the General Terms and Conditions proves to be invalid, this will not affect the validity of the entire Agreement / General Terms and Conditions. The parties will replace (a) new provision (s), which, as far as legally possible, will shape the intention of the original Agreement and / or General Terms and Conditions.
18.6. These terms and conditions are a translation of the original text in Dutch. In the event of ambiguities, the original Dutch text will prevail. This text can be requested through Conversation24.
Addendum to Terms and Conditions: Additional Product Terms
Version 3.0, June 2022
The terms and conditions below apply specifically to the product named herein. Where any provision in the General Terms and Conditions may deviate from these product terms and conditions, the product specific term shall prevail.
Conversation24-inbox
With the Conversation24-inbox software you have access to Webchat and the option to link other contact channels. You purchase a license for each user that you want to give simultaneous access to the chat functionality. The agreement has a term for an indefinite period, which can be canceled monthly per user with a notice period of one calendar month, always on the first of the month (unless otherwise agreed). This cancellation option applies to both parties without having to give a reason. The costs for the software are charged in advance per month per user, calculated from the first use of the first license, unless otherwise agreed.
WhatsApp Business API
In order to use Whatsapp Business as an additional contact channel you use your own phone number to receive and answer WhatsApp messages. WhatsApp uses a conversation-based pricing model. Businesses are charged per conversation, which includes all messages delivered in a 24 hour session.
WhatsApp Business API conversations fall into two categories that are priced differently:
User-initiated: A conversation that initiates in response to a user message. Whenever a business replies to a user within the 24 hour customer service window, that message will be associated with a user-initiated conversation. Businesses can send free-form messages within this 24 hour customer service window.
Business-initiated: A conversation that initiates from a business sending a user a message outside the 24 hour customer service window. Messages that initiate a business initiated conversation will require a message template.
All conversations are measured in fixed 24-hour sessions. A conversation starts when the first business message in a conversation is delivered, either initiated by the business or in reply to a user message. Businesses and users can exchange any number of messages, including template messages, within a 24 hour conversation session without incurring additional charges. Each 24 hour conversation session results in a single charge.
Charges for conversations are based on the user’s country code. A user here is defined as the customer that your business is communicating with. Rates for business-initiated and user-initiated conversations vary by country or region.
The first 1,000 conversations each month are free. This way your business can build experiences your customers will love before having to pay. Each WhatsApp Business account (WABA) will receive 1,000 free conversations per month. These conversations can be either user or business-initiated. Even if a WABA has multiple numbers attached, the free tier threshold is still 1000, as the free tier is provided at the WABA level. The free tier is refreshed monthly based on the timezone associated with the WABA.
This agreement is valid for an indefinite period of time and can be terminated monthly by both parties with a notice period of one calendar month, but will automatically expire when the parties no longer have an agreement for the use of the Conversation24-inbox software. Any offer for WhatsApp Business API has been compiled based on the conditions of WhatsApp at the time of the offer. When WhatsApp or the relevant service provider changes its conditions, this may affect the costs and availability of WhatsApp Business API. Any costs will be passed on. In such cases, you will be informed about this in good time.
To avoid overuse of data storage, third-party providers may charge additional fees when the data storage exceeds the amount of data storage included in the license.
