1. DEFINITIONS
1.1. Agreement - agreement for Interactio platform usage subscription concluded by Interactio and the Customer. These Terms & Conditions are an integral part of the Agreement.
1.2 Order Form – part of the Agreement which contains details of the Customer’s order.
1.3. Additional Order Form – any Order Form that contains details of the Customer's order and is signed by the Parties after the conclusion of the Agreement. All Additional Order Forms shall be governed under the Agreement and these Terms & Conditions.
1.4. Platform usage subscription or Subscription – an arrangement between Interactio and the Customer wherein the Customer is granted the right to use the Platform for a Subscription Period in line with the conditions specified in the Order Form and these Terms & Conditions and in exchange for payment of fees. It may also include other Services as specified in these Terms & Conditions and Order Form.
1.5. Initial Subscription Period – the period starting on the Initial Subscription Start Date and ending on the Initial Subscription End Date indicated in the Order Form.
1.6. Additional Subscription Period – any of the additional periods that is equal to the Initial Subscription period and for which this Agreement shall automatically renew unless terminated in accordance with the provisions set forth in Article 6.1. of these Terms & Conditions.
1.7. Subscription Period(s) - Initial Subscription Period and/or any Additional Subscription Period.
1.8. Services – for simplicity purposes, services shall include Platform usage subscription and other services provided by Interactio to the Customer under the Agreement, Order Forms (including Additional Order Forms), and all related documents.
1.9. Onboarding process - the process, subject to a fee, of training and familiarizing the Customer with a Platform in a self-service context, providing guidance for effective utilization, and fostering proficiency in independent usage.
1.10. Other definitions used in these Terms & Conditions shall have the same meaning as it is prescribed in the Agreement.
2. SERVICES AND SUPPORT
2.1. Subject to the terms of the Agreement and these Terms & Conditions, Interactio will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s Interactio account. Interactio reserves the right to refuse registration or cancel passwords it deems inappropriate.
2.2. Platform usage subscription:
2.2.1. During the Initial Subscription period, the Customer is entitled to use the Platform for up to the maximum number of hours per month as indicated in the Order Form, along with receiving other Services specified in the Order Form. During each Additional Subscription period, the Customer will continue to receive the same level Platform usage subscription as during the Initial subscription period, including the identical maximum number of hours and Services, unless both Parties agree otherwise in writing. All Subscription periods are subject to the payment of fees as defined in Section 5.
2.2.2. The number of hours allocated to the Initial Subscription period, or any Additional Subscription period cannot be carried over to the subsequent Subscription period. Any unused hours at the end of each Subscription period shall be forfeited and shall not be credited or carried forward to the next Subscription period.
2.3. Self-service and support:
2.3.1. The Customer acknowledges and agrees that the Platform usage subscription provided under the Agreement is a self-service arrangement, with the specific details regarding the use of the Platform and the corresponding obligations of the Customer outlined in the Agreement.
2.3.2. The Customer acknowledges that the Customer is responsible for troubleshooting and resolving issues arising from factors beyond the Platform itself, such as network connections, hardware malfunctions, and other external factors. Interactio shall not be liable for any disruptions or damage caused by the Customer's failure to meet these responsibilities or follow any instructions given during the onboarding process.
2.3.3. In the event of incidents or technical problems directly related to the Platform itself, the Customer may report them via email to techsupport@interactio.io. Interactio does not guarantee immediate resolution of technical issues but will make reasonable efforts to resolve reported problems within a reasonable timeframe during normal working hours. The scope and nature of the technical support shall be determined at Interactio discretion, taking into account the resources available. The Customer understands that any urgent or critical matters may require additional arrangements or support options, subject to separate agreements and additional fees.
2.4. Information necessary for the Service:
2.4.1. If certain information that is needed for the successful usage of the Platform or the provision of other Services (e.g., number of audio or video recordings) is unknown at the moment of Agreement conclusion, the Customer will email Interactio all the information needed no later than forty-five (45) calendar days before the date when the Services are needed. Interactio may also request additional information from the Customer to fulfill its obligations under the Agreement and the Customer shall promptly respond to any requests for additional information or clarification made by Interactio.
2.4.2. The Customer shall ensure the accuracy and completeness of the information provided and bear any consequences arising from the provision of incomplete or inaccurate information.
2.4.3. If the Customer fails to provide all necessary information within a reasonable timeframe, Interactio may suspend the Services until the required information is received. Interactio shall not be held liable for any suspension, delays, errors, or deficiencies related to the usage of the Platform or other Services arising from the Customer's failure to provide complete and accurate information.
2.5. In case any changes in the amount, capacity, or other aspects of Platform usage or other Services are caused by the Customer or other circumstances not directly attributable to Interactio, the Customer will be obliged to pay Interactio all costs incurred and pay for all excess Services in line with Section 5 of these Terms & Conditions. For any excess Services, each Party has the option to request the signing of an Additional Order Form prior to their implementation. However, in the absence of an executed Additional Order Form, it is explicitly clarified that the invoice itself shall constitute adequate documentation to authorize and invoice for any excess Services and costs.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1. The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly in advance and in writing permitted by Interactio or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Interactio hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
3.2. The Customer's right to use the Platform in accordance with this Agreement is personal and non-transferable. The Customer acknowledges and agrees that reselling, distributing, sublicensing, renting, leasing, lending or otherwise providing access to the Platform, in whole or in part, to any third party is strictly prohibited without the prior written consent of Interactio.
3.3. The Customer is solely responsible for the proper and lawful use of the Platform and other Services. The Customer represents, covenants and warrants that Customer will use the Platform and other Services only in compliance with the Agreement, information, and instruction provided during the Onboarding process, these Terms & Conditions, Interactio standard published policies in effect and all applicable laws and regulations. Although Interactio has no obligation to monitor the Customer’s use of the Services, Interactio may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.4. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of a Customer account or the Equipment with or without Customer’s knowledge or consent.
3.5. Both Parties are entitled to inform third parties (publish, announce and etc.) about the fact that Parties have or had a contractual relationship and general information about Services provided without revealing any financial, technical, or other Confidential information. Such information may be included in Party’s marketing or other public announcements and may include other Party’s trademark (company logo). Either Party is entitled to withdraw such right by giving written notice within a reasonable time in advance. After the end of such reasonable time, the other Party shall seize any future usage. In case the Customer resells Interactio Services (only with the prior approval of Interactio) the Customer shall ensure that he obtains all necessary consents from the end user (client) for the publication of general information about Services provided to this client and usage of such client’s trademark (company logo) in the above-mentioned ways. If the Customer fails to obtain such consent, Interactio must be informed immediately, however not later than one (1) week before the first event in which Services are being provided. In case the Customer fails to fulfill any of the obligations defined in this Article, the Customer shall be obliged to compensate all losses suffered by Interactio within the reasonable time defined in the request of Interactio.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Interactio also includes non-public information regarding features, functionality, and performance of the Service or software. For a better understanding, Confidential information of Interactio will be held including but not limited to: (i) the Interactio internal software architecture, (ii) the technical & features roadmap of the software, (iii) the content of the Agreement and its performance details, (iv) information related to pricing, certain Agreement price, (v) data or information in oral, written, graphic or electronic form about a specialized, adapted to Interactio’s operations or specially designed for software, program code, documents, concept, know-how, database, scheme, process, formula or test and statistics, usage reports and forecasts, IT budget, operating costs, information systems, (vi) names and surnames, (vii) any patentable subject matter and all types of inventions, even if they are in the early stage of studying or planning. Confidential Information of Customer includes non-public data provided by Customer to Interactio to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information (except information consisting of Personal Data as its’ confidentiality obligations prevail unlimited period after the disclosure of Confidential Information consisting of Personal Data) after ten (10) years following the termination of the Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without the use of any Confidential Information of the Disclosing Party or (e) is required to be disclosed by law. If the Customer fails to fulfill any confidentiality obligations stated above, it shall be obliged to pay Interactio a fine equal to 10.000 (ten thousand) EUR. If the amount, mentioned in this clause, does not cover all loss incurred by the infringement, the Customer shall cover such additional loss, which has not been covered by the stated amount. The payment of the stated amount or/and incurred loss does not exempt the Customer from the further execution of any obligations arising under the Agreement.
4.2. The Customer shall own all rights, title, and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Services. Interactio shall own and retain all rights, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Services or support, and (c) all intellectual property rights related to any of the foregoing.
4.3. Notwithstanding anything to the contrary, Interactio shall have the right to collect and analyze technical data and other technical information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Interactio will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Interactio offerings, and (ii) disclose such data solely in aggregate or another de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENTS OF FEES
5.1. The amount payable under the Agreement for the use of Platform and other Services shall be equal to the TOTAL amount indicated in the Order Form or to the amount calculated for all the Services actually used or ordered (in accordance with the Terms & Conditions), whichever is higher. The Customer agrees to pay the fees for the Initial Subscription period, Additional Subscription Periods, and all applicable additional costs and fees. The Customer acknowledges and agrees to abide by the payment arrangement provided herein.
5.2. The Customer is obliged to pay the TOTAL amount specified in the Order Form for the Initial Subscription Period. Depending on the billing frequency and payment terms chosen in the Order Form, Interactio will issue the invoice(s) and the full payment for the Initial Subscription Period shall be made by the Customer either in one advanced payment before the Subscription Start Date or by quarterly equal payments before each Quarter.
5.3. If the Agreement is auto-renewed (as stated in Article 6.1), the Customer is obliged to pay a fee for each Additional Subscription Period. The fee for any Additional Subscription Period will be equal to the fee charged for the Initial Subscription Period, as provided in Article 5.2. unless the fee was changed in line with Article 5.6. The provisions of Article 5.2. regarding the payment terms and billing frequency shall mutatis mutandis apply to the fee payment for the Additional Subscription Periods. To avoid incurring charges for Additional Subscription Periods, the Customer shall provide a notice of non-renewal as specified in Article 6.1. of this Agreement. By doing so, the Customer effectively prevents the automatic renewal of the Agreement and any associated fees for the said Additional Subscription Periods.
5.4. The Customer's usage of the Platform, including additional Services, is subject to specified limitations and parameters as indicated in the Order Form or communicated by the Customer in accordance with these Terms & Conditions, such as a maximum number of hours per month and specific criteria for additional features like the number of recordings. If the Customer’s use of the Platform or other Services exceeds the capacity or quantities communicated by the Customer to Interactio and/or set forth in the Order Form or otherwise requires the payment of additional fees and costs incurred (per the terms of this Agreement), the Customer will be billed for such usage and costs based on the prevailing fees or pricing structure applicable at that time. Any such deviation will be invoiced separately after the end of each month and the Customer agrees to make a payment within thirty (30) calendar days after the issue of the invoice.
5.5. The Customer shall not be entitled to a refund or a reduction in the fees for any unused hours or other Services. The responsibility to monitor and utilize the hours and Services within the relevant Subscription Period lies solely with the Customer.
5.6. Interactio reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
5.7. Interactio shall bill through the invoices and has no obligation to provide any additional documents in order to initiate the payment unless otherwise stipulated in the Agreement. Invoices and debt reconciliation documents shall be sent by e-mail and treated as legally binding unless otherwise agreed by the Parties. The invoice shall also be deemed as a legally binding confirmation of the Services rendered.
5.8. If Customer believes that Interactio has billed Customer incorrectly, Customer must contact Interactio no later than seven (7) days after the issue of the invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Interactio Customer support department.
5.9. All payments under the Agreement shall be made by bank transfer, Interactio does not accept checks and cash as a means of payment. If approved in advance by Interactio, the Customer may make payments of fees with a credit card, provided, however, that the Customer shall be obligated to pay any such processing fee incurred by Interactio as a result of the Customer paying by credit card. As of the Agreement Conclusion Date, there is a 2.9% - 5% processing fee on all credit card payments. Any such processing fee shall be added to the invoice and become part of the amount to be paid by the Customer.
5.10. The payment is considered complete when the money is credited to the bank account. Any unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is higher, plus all expenses of collection and may result in immediate termination of Service. The customer shall be responsible for all taxes associated with Services other than taxes based on Interactio net income. The Customer is informed that Interactio is entitled to suspend Service provision without additional notice in case of failure of the Customer to pay timely.
5.11. The Parties agree that Interactio shall invoice the Customer directly and any Customer’s request to issue the invoice to the third party having the contractual relationship with the Customer or otherwise related to the Customer is not binding Interactio unless otherwise agreed in writing by both Parties.
6. TERM AND TERMINATION
6.1. Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then current term.
6.2. Any Party may terminate this Agreement unilaterally upon ninety (90) days’ notice.
6.3.In addition to any other remedies it may have, either party may also terminate this Agreement upon ten (10) days’ notice (or without notice in the case of nonpayment or unauthorized reselling), if the other party materially breaches any of the terms or conditions of this Agreement or commits a non-material breach but does not rectify it within ten (10) after the request date.
6.4. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. PAYMENTS IN CASE OF TERMINATION
7.1. In case the Customer terminates the Agreement prematurely not due to the fault of Interactio (Article 6.2.) or Interactio terminates the Agreement due to a breach of the Customer (Article 6.3.), the Customer shall remain liable for all the fees payable under Section 5. The Customer acknowledges and agrees that the termination of this Agreement does not relieve the Customer from the obligation to pay all fees associated with the past and ongoing Subscription Periods, as well as all applicable additional fees, without any form of reduction. In case the Customer has not paid to Interactio before termination, the Customer shall transfer Interactio the above-mentioned amounts within three (3) calendar days after Interactio emailed request.
8. WARRANTY AND DISCLAIMER
8.1. Interactio shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Interactio or by third party providers, or because of other causes beyond Interactio reasonable control, but Interactio shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Service disruption. HOWEVER, INTERACTIO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND INTERACTIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8.2. The Customer is informed and understands that creating additional or customized features of the Interactio Platform, making specific integrations or any other customizations are out of the scope of the Services. If the Customer needs such additional services, Interactio and the Customer will coordinate these Services and the prices separately.
9. LIABILITY OF INTERACTIO
9.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT FOR BODILY INJURY OF A PERSON, DEPRIVATION OF LIFE, NON-PECUNIARY LOSS OR DAMAGES CAUSED BY THE REASON OF THE INTENTIONAL FAULT OR GROSS NEGLIGENCE), INTERACTIO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), SUBCONTRACTORS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER INTERACTIO HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND INTERACTIO REASONABLE CONTROL; (D) FOR ANY PERSONAL DATA PROTECTION OR COPYRIGHT AND RELATED RIGHTS’ INFRINGEMENTS IF THE CUSTOMER DID NOT OBTAIN ANY CONSENTS, PERMISSIONS AND/OR LICENSES NEEDED; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO INTERACTIO FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT INTERACTIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. LIABILITY OF THE CUSTOMER
10.1. The Customer shall be liable for any use of the Platform and other Services that is not in line with the Agreement, these Terms & Conditions, as well as with any applicable legal regulations (hereinafter referred to as “Inappropriate use”).
10.2. The Customer hereby agrees to indemnify and hold harmless Interactio against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.
10.3. In the event of Inappropriate use by the Customer, Interactio shall be entitled to all loss or damages resulting from such use, without prejudice to any other rights or remedies available to Interactio under applicable law.
10.4. The Customer shall bear all legal expenses and costs, including but not limited to legal fees, filing fees, and attorneys’ fees, incurred both before, and during the court proceedings.
10.5. In addition, any violation by the Customer that can be considered as a material breach of the Agreement may result in immediate suspension of the Customer's access to the Platform. The Customer understands and accepts that Interactio shall not be liable for any losses or damages incurred by the Customer resulting from access to the Platform suspension.
11. SUBCONTRACTING
11.1. Interactio may subcontract any part of the Services and may conclude subcontracting agreements with the third parties without the separate written authorization of the Customer. By signing this Agreement such Customer’s authorization is provided for all the subcontracting cases in whole.
12. INSURANCE
12.1. The Customer is informed that for the duration of the Agreement the business activity of Interactio is insured by maintaining these types of insurance policies: General liability insurance policy, Professional liability insurance policy, and Cyber-risk insurance policy.
13. MISCELLANEOUS
13.1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Interactio prior written consent. Interactio may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind Interactio in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
13.2. This Agreement and all its annexes, terms and conditions, and related documents signed by Parties shall be governed by and interpreted in accordance with the laws of the country of establishment and registration of Interactio. The parties agree that in the event that any suit or proceeding is brought in connection with this Agreement, such suit or proceeding shall be brought in courts of the country of establishment and registration of Interactio (located in the capital city), and the Parties shall submit to the exclusive jurisdiction of such courts and waive any and all jurisdictional, venue and inconvenient forum objections to such courts.
v.2023-07-03.
