Version 5.2, August 2025
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 Conversation24 inbox: the software that Conversation24 provides under the Agreement, with which organizations can chat or link contact channels.
1.4. Lead: a person or other type of customer who is interested in a specific product or service of the Client.
1.5. 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.
1.6. Customer site: the website on which the Services are offered, as specified in the agreement or quotation.
1.7. Client (or Customer): a natural person or corporation who enters into an agreement with Conversation24 in order to be able to use the Services.
1.8. End user: the natural person or corporation who uses the services provided by Conversation24 on behalf of the Client.
1.9. Party / Parties: Conversation24 and Client together or separately.
1.10. Chat Operator: employee who has contact with leads or visitors on the Customer site via live chat.
1.11. 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 Clients.
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 Client of this as soon as possible. The Client 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 is deemed to be 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 (part of) the Client’s assets are 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 Client.
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 Client 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 or connect software in another way. Client is responsible for correct and timely implementation of this code and will bear 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 Client.
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 Client, 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 and solely on the condition that Conversation24 will instruct this third party in accordance with the written agreements and procedures with the Client.
7.6. Conversation24 and Client agree in writing for which hours Conversation24 provides occupancy by Chat Operators for Client.
7.7. No services are provided on official Dutch national holidays unless otherwise agreed.
7.8. For a correct implementation of the services of Conversation24, the availability of the Client site or providing leads 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 permitted 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 and could be carried out undisturbed. If Conversation24 is limited by any (technical) defect in software or equipment that falls under the responsibility of Conversation24, the Customer will not be invoiced for the period that the service has not been performed.
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 usage 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.
7.14. In the event of disruptions, errors or other shortcomings in the delivery of data, communication or technical integrations that are the result of actions or omissions by the client, or by a third party acting on behalf of or at the request of the client, Conversation24 reserves the right to charge for the additional work that arises as a result. This does not only concern the hours worked by operators, but also the required deployment of management capacity that is necessary to analyse, correct or coordinate the situation. These costs are specified separately on the invoice.
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 Conversation24-inbox software 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 Conversation24-inbox software 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 Conversation24-inbox software in whole or in part, in whatever way, regardless of form or medium.
b. Modify the Conversation24-inbox software 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 Conversation24-inbox software 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 Conversation24-inbox software to another website electronically or by means of telecommunication.
8.7. The client will take all measures that are reasonably necessary to prevent the Conversation24-inbox software from becoming wholly or partly in the hands of third parties.
8.8. Conversation24 can make changes to the size or content of the Conversation24-inbox software. 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. Conversation24 tries to arrange this 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 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 or leads converted, 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 or lead.
12.6. All invoices must be paid by the Client within 30 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 30 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 equal to the CBS index figure.
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), limited to the fees paid and yet to be paid by the Client, with a maximum of € 10,000 (ten thousand euros) excluding VAT. If an Agreement with a term of more than one year applies, liability is limited to the total amount of the fees applicable for the current year, with a maximum of € 10,000 (ten thousand euros) excluding VAT.
13.3. The Parties indemnify each other 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 14b. Products and services from third-party suppliers
14b.1. The (correct) functioning of third-party software linked to the 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.
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
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 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 customers 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 customers 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 Clients.
15.12. In case of dissolution of the Agreement due to default of the Client, Conversation24 obtains the right to approach customers 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.
17.3. In the event of substantial changes without mutual consent, the Customer has the right to terminate the agreement as of the date on which the changes take effect.
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.