This document is supplemental to the Open GI Terms and Conditions for the Supply of Software and Services and the Open GI General Terms and Conditions (together, the “Contract”). In the event of any conflict or inconsistency between the documents the following order of priority shall be given to the documents: (i) the Supplementary Terms and Conditions, (ii) the Open GI Terms and Conditions for the Supply of Software and Services and (iii) the Open GI General Terms and Conditions.
1. Definitions
In this document the terms and expressions used shall have the same meaning as defined in the Open GI Terms and Conditions for the Supply of Software and Services and the Open GI General Terms and Conditions and as set out below:
1.1. “Conversation” means an exchange of dialogue between an End User and a Virtual Assistant, consumed from the second exchange (of messages) between the End User and the Virtual Assistant and which can consist of up to thirty Turns, following which it will be counted as a new Conversation;
1.2. “Turn” means a message sent by an End User and replied to by the Virtual Assistant or vice versa;
1.3. “End User” means a Customer who is in Conversation with the Client;
1.4. “Virtual Assistant” or “VA” means digital software which is equipped with artificial intelligence enabling natural language understanding and the ability to process user input in a way that mimics human interaction.
2. Applicability of the Contract
2.1. Depending upon the manner in which the Client has elected for the Virtual Assistant service to be made available to its Customers, the Virtual Assistant service constitutes either a Private Cloud Service under the Contract which shall, save where otherwise stated in these Supplemental Terms and Conditions, apply in full to the Virtual Assistant service.
3. Right to Access and Use the Virtual Assistant
3.1. In consideration of the Client paying the required Fee, the Client is granted access to the Virtual Assistant service which shall be made available for use by its Customers in accordance with the Contract and these Supplemental Terms and Conditions.
3.2. The Intellectual Property Rights in the Virtual Assistant and its original content, functions and features remain the exclusive property of Open GI and its licensors. The content of the Conversations shall be the property of the Client.
3.3. The Virtual Assistant is a technical feature which enables the Client to hold online Conversations with the End User in real time. Open GI do not warrant the accuracy of any Conversation utilising the Virtual Assistant which is provided on an “as is” basis.
3.4. Some of the technical features available in the Virtual Assistant require the Client to have subscriptions in place with certain third party providers. Open GI accepts no liability to the Client for such third party providers.
4. Fees and Payment
4.1. Fees are calculated based on the number of Conversations a Client has had with End Users in a month. The Fee per Conversation shall be as specified on the applicable Order Form and calculated in arrears at the end of the month for all Conversations in that month.
4.2. Where specified on an Order Form, the Client shall pay the one-off Professional Service Fee for the set up and installation of the Service. Professional Services Fees may also be chargeable where the Client has selected certain customisable features which will be set out in an Order Form.
4.3. Fees are invoiced and payable in accordance with the Order Form and the Contract.
5. Support
5.1. In consideration of the Fee, Open GI shall provide Support to the Client for the VA Service in accordance with the terms of the Contract.
6. Termination
6.1. In addition to the termination provisions set out in the Contract, the Client may terminate the Virtual Assistant service at any time by giving Open GI [three (3)] months’ notice in writing.
7. Personal Data
7.1. Personal Data processed using the Virtual Assistant service may be processed by third party processors appointed by Open GI and its sub-processor. Details of the sub-processors and the data processed may be found on our Privacy Policy.