Chatmate Services Agreement
Last Updated: February 26, 2018
This Chatmate Service Agreement (herein after referred to as “Agreement”) is a legal document that describes the terms and conditions between Chatmate Limited, company number 6364674 (hereinafter referred to as “Chatmate”, “us”, our or “we”) and the entity or person (hereinafter referred to as “Business” “you”, or “user”) who is registered on the Chatmate Account page to receive Managed Chat and other business services that may be offered by Chatmate and its affiliates (each, a “Service”).
If you do not understand any of the terms of this Agreement, please contact us before using the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
This Agreement provides a general description of the Services Chatmate may provide to you, including Managed Chat on your website.
Before using the Services, you must Sign Up with Chatmate by filling a paper based Order form or an online Sign-Up form and agree to terms and conditions of this agreement.
Service Description | Pricing and Payments | Privacy and Data |Additional Legal Terms
Managed Chat Service
Chatmate will provide online Chat Services to the website visitors who are visiting the business website and will handle their Queries, Requests and Complaints.
Hours of Operations:
The hours of operation are 24x7, 7 days a week, and 365 days a year for the service. Any changes to time windows or non-availability will be communicated to the business at least 2 days in advance.
Training and Knowledge Management
Business will undertake the “Train the Trainer” program to disseminate all information relevant to manage the stated processes, to Chatmate. Business will also provide training modules/manuals/material (hereinafter referred to as training material) to Chatmate in single copy covering relevant FAQ’s, briefing material etc. Chatmate in turn is responsible for circulation of this training material to all employees at the time of induction training. Business will also provide the necessary communication and training material at the time of launch or change of new products/services.
Chatmate will provide chat transcript of every chat that needs action when it finishes and a monthly performance reports in a standard format
Key Performance Indicators (KPIs) and Service Levels
The following performance parameters will be used to measure Performance on monthly basics.
SLA: Chat will be answered within 30 Seconds
AL% (Answering Level) – 98% of the overall Chat will be answered.
AHT (Average Handling Time) – As Agreed and basis benchmarking done considering type of Business.
Your Relationship with Your Customers
You know your Customers better than we do, and you are responsible for your relationship with them. Chatmate is not responsible for the products or services you publicize or sell, or that your Customers purchase through the Managed Chat Service. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and for any other ancillary services you provide to your Customers. You are solely responsible for any losses you incur due to service issue with your Customer.
Pricing and Payments
Chatmate will provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. The Fees include monthly subscription fee and charges for overage chat sessions. We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).
You are also obligated to pay all taxes, fees and other charges (“Taxes”) imposed by any governmental authority, including without limitation any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
Additional and Resource Costs
Chatmate quotes include our fee only. Any and all outside costs will be billed to the Client unless specifically otherwise provided for in the quote. These include services such as Specialised Knowledge Transfer.
We will endeavour to disclose any additional costs at the earliest possible opportunity. This almost always happens during the initial quoting period, though third parties may increase fees without warning.
Invoices are raised for month’s service in advance on the day you billing starts. Payment is due within 7 days. If you have you credit card or bank account on file, it will be debited when the invoice is raised.
If for whatever reason you are unable to pay your invoice in full, please contact us in writing at your earliest opportunity to arrange for a payment schedule to be put in place.
Overdue payments later than 28 days will result in pausing the facility.
Overdue payments later than 56 days old will result in a 10% immediate interest penalty and will then accrue a further 10% per month until the invoice is cleared.
If your account remains unpaid after 90 days it will automatically be sent to debt recovery (unless an arrangement for payment has been made with the accounts receivable team)
If your account is sent to debt recovery all costs in relation to the collection of overdue accounts will be added to your account.
If your account is overdue for longer than 90 days, we reserve the right to retain control of any and all accounts created and managed on behalf of your business until the amount is paid in full.
Direct Debits or Credit Card Authority
You agree to sign a Direct Debit or Credit Card Authority with Chatmate, allowing Chatmate to debit any outstanding fees on the invoice date.
Term and Termination
This Agreement is effective upon the date you first access or use the Services and continues until terminated by you or Chatmate. You may terminate this Agreement by giving us 30 days written notice. We may terminate this Agreement or close the Service at any time for any reason by providing you Notice.
Upon termination, you understand and agree that you are still liable to us for any Fees or fines, or other financial obligation incurred by you or through your use of the Services prior to termination.
Privacy and Data
Your Company Data
We will retain your company details and knowledge base for the purposes of communication and provide service to your customers.
Unless expressly authorised in writing, we will not give access to your details to any third party.
Use of Name and Logo
Use of Logo and Name
You allow ChatMate to use your name and logo on the website or other marketing material demonstrating you as ChatMate's client
Additional Legal Terms
Disclosures and Notices; Electronic Signature Consent
Consent to Electronic Disclosures and Notices: By Signing Up to Chatmate Services, you agree that such Sign Up constitutes your electronic signature, and you consent to the electronic provision of all disclosures and notices from Chatmate (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
Methods of Delivery: You agree that Chatmate can provide Notices regarding the Services to you through our website, or by mailing Notices to the email or physical addresses as provided during the Sign-Up process or updated later. Notices may include notifications about your Agreement, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to review the Notices provided to you. If you are having problems viewing or accessing any Notices, please Contact Us and we can find another means of delivery.
Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Service with us.
Right to Amend
We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on use of the Services by posting such changes on our website or any other website we maintain or own. We may provide you with Notice of any changes via email, or through other means. Your use of the Services, after a change has taken effect constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last Updated” date at the top of the Agreement.
You may not assign this Agreement, any rights granted in this Agreement to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. Chatmate may assign this Agreement without your consent or any other restriction. If we make an assignment, we will provide reasonable Notice to you.
Ownership of Chatmate IP
Chatmate or its licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Services, Reports, and Documentation (collectively, “Chatmate IP”) or any copies thereof. Chatmate reserves all rights in Chatmate IP not expressly granted to you in this Agreement.
You may choose to or we may invite you to submit comments or ideas about improvements to the Service, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Stripe has no fiduciary or any other obligation to you in connection with any Idea you submit to us and that we are free to use your Ideas without any attribution or compensation to you.
Neither party will be liable for any delays in service or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control.
If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Fines, losses based on Disputes or fraud, or for any other amounts you owe under this Agreement
Representations and Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to Sign Up and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) you will fulfil all of your obligations to Customers and will resolve all Disputes with them
We provide the services and Chatmate IP “As Is” and “As Available”. No data, documentation or any other information provided by Chatmate or obtained by you from or through the services creates or implies any warranty from Chatmate to you.
Chatmate disclaim any knowledge of, and do no guarantee: (a) the accuracy, reliability, or correctness of information provided throughout the services; (b) that the service will meet your specific business needs or requirements; (c) that the services will be available at any particular time or location, or will function in an uninterrupted manner or be secure.
To the extent that you acquire goods or services from Chatmate as a consumer within the meaning of the New Zealand Consumer Guarantees Act 1993, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement.
Limitation of Liability
Under no circumstances will Chatmate be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services.
You agree to limit any additional liability not disclaimed or denied by Chatmate under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Chatmate during the three-month period immediately preceding the event that gave rise to your claim for damages.