Version 1.0, October 2020
Conversation24 offers two web applications (CoBrowser and Conversation24-Base) 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 Knowler BV, established in Rotterdam and registered with the Chamber of Commerce under file numbers: 78317568.
1.6. Services: the services CoBrowser and Conversation24-Base 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-Base: 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-Base 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-Base, 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 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 e-mail 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-Base 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 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.
If you have any questions, complaints or comments after reading our Terms and Conditions, please do not hesitate to contact us via the contact details provided on the contact page of our website www.conversation24.com.