Terms of Use

Terms of Use for Disruptiv Technologies Ltd.

"Disruptiv Technologies Ltd” trading as “Chattie”, is registered in England with company number 15066187.

1. Definitions

"Agreement" refers to this Terms of Use Agreement, including all schedules, annexes, and appendices attached to it.

"We", "Us", "Our" refers to to Disruptiv Technologies Ltd and Our software product Chattie.

“Service” refers to the Chattie services, software, products and website being consumed by the User.

"User" or "Subscriber" means the individual, company, or entity that has entered into this Agreement to use the Service.

"Data" refers to any information, content, or material input, uploaded, or submitted by the User to the Service.

"Confidential Information" includes, but is not limited to, trade secrets, proprietary information, and any other information designated as confidential by either party.

"Subscription Term" means the period during which the User has agreed to subscribe to the Service.

"Fees" refers to the charges payable by the User for the right to access and use the Service.

"Effective Date" means the date on which the Agreement is entered into by both parties.

"Downtime" refers to the period when the Service is unavailable, excluding scheduled maintenance.

"SLA" or "Service Level Agreement" is a separate document or section that specifies the performance standards, responsiveness, and availability commitments made by the Provider regarding the Service.

"User Account" or "Account" refers to the unique account created for the User to access and use the Service.

"Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and any other proprietary rights.

"Third-Party Services" refers to any software, service, or application that is not proprietary to the Provider but may be integrated or interfaced with the Service.

"Updates" means any modifications, patches, revisions, or updates to the Service provided by the Provider.

"Support Services" refers to any assistance, including technical support, provided by the Provider to the User related to the Service.

"Authorised Users" means the individuals who are permitted by the User to access and use the Service, often employees or contractors of the User.

"API" or "Application Programming Interface" refers to the set of tools and protocols that allow different software applications to communicate with each other.

"Data Processing Agreement" or "DPA" refers to the terms governing the processing of personal data by the Provider on behalf of the User, especially relevant under regulations like the GDPR.

"Personal Data" means any information relating to an identified or identifiable individual.

2. Introduction

This Agreement governs your access to and use of Disruptiv Technologies Ltd's product Chattie’s ("we", "us", "our") services, software, products, and website (the “Service”). By accessing or using our Service, you acknowledge that you have read, understood, and agree to be bound by the terms contained in this Agreement, as well as any additional guidelines, policies, or terms that may be applicable to specific features of the Service.

3. Licence to Use Software

3.1 Grant of License

We grant to the Subscriber a non-exclusive, non-transferable, limited license to access and use the service solely for business purposes.

3.2 Scope of Use

The Subscriber may access and use the service for the number of instances specified in the Subscription Agreement or as otherwise agreed upon in writing.

3.3 Restrictions

The Subscriber shall not:

Sub-license, sell, rent, lease, or distribute access to the service to any third party;
Modify, adapt, or create derivative works based on the service;
Reverse engineer, decompile, or otherwise attempt to extract the underlying code or infrastructure of the service, except as permitted by law;
Remove, alter, or obscure any copyright, trademark, or other proprietary notices displayed within the service.

3.4 Updates and Enhancements

We may update, upgrade, or enhance the service from time to time. Such changes shall be subject to the terms of this Agreement.

3.5 Service Availability

We will use reasonable efforts to ensure the service is available, except for planned maintenance or circumstances beyond our control.

3.6 Term and Termination

The license granted herein is effective for the duration of the Subscriber's subscription term. The Subscriber's rights under this license will terminate automatically without notice from Us if the Subscriber fails to comply with any term(s) of this Agreement.

3.7 Transfer

The Subscriber may not transfer, assign, or delegate their rights or obligations under this license to any third party without Our prior written consent.

3.8 Audit Rights

We reserve the right to audit the Subscriber's use of the service to ensure compliance with the terms of this Agreement. The Subscriber agrees to provide reasonable cooperation for such purposes.

3.9 Reservation of Rights

All rights not expressly granted to the Subscriber in this Agreement are reserved by Us. The service is licensed, not sold, to the Subscriber.

3.10 Support and Maintenance

The Subscriber's subscription entitles them to standard support as described in the Agreement or as otherwise agreed upon in writing. Additional support or training may be available at an additional cost.

4. Acceptable Use

4.1 General Use

Users must use the Service in compliance with all applicable local, state, national, and international laws, rules, and regulations. The Services are designed exclusively for our clients, partners, their employees and their prospective customers. Detailed credentials and access levels will be maintained to ensure that only eligible users can access our Services.

4.2 Prohibited Activities

Users shall not:

Use the Service for any illegal or unauthorised purpose, including but not limited to copyright infringement.
Violate any applicable law, statute, ordinance, or regulation.
Promote illegal activities, or contribute to the creation or distribution of malware.
Infringe upon the rights of us or others, including patent, trademark, trade secret, copyright, privacy, publicity, or other personal or proprietary rights.
Attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.
Use the Services for sending unsolicited communications, promotions, advertisements, or spam.
Impersonate any person, or misrepresent your affiliation with any person or entity.
Interfere with or disrupt the Service or servers/networks connected to the Service.
Transmit worms, viruses, or any code of a destructive nature.
Submit or link to malicious content intended to damage or disrupt another user's browser or computer.

4.3 Content Standards

Each client and user is responsible for the content they create, share, or display through the Services. This includes text, images, video, and links. Content uploaded, shared, or posted through the Service must not contain:

Material that is sexually explicit, violent, or discriminatory.
Information that could jeopardise personal safety or pose a security risk.
Any material that infringes upon any copyright, trademark, or patent.
Encourage any illegal activities or depict such activities in a detailed manner.
Contain false claims or mislead about the services or products provided.

4.4 User Responsibilities

Users are expected to ensure the truthfulness and accuracy of the information they input into the Services. Misrepresentation of data through manipulation is strictly prohibited. Users are responsible for safeguarding their account information and for any activities or actions under their account. Users must promptly notify us of any unauthorised use of their account or any other security breaches.

4.5 Security

Maintaining the security of our Services is paramount. Users are required to:

Keep account credentials confidential and not share login details with third parties.
Implement adequate security measures to prevent unauthorised access to their account.
Notify us immediately of any breaches or suspected security issues

4.6 Enforcement

We will take appropriate actions against any user or entity that violates this Agreement. We reserve the right to:

Investigate and prosecute violations of this Agreement to the fullest legal extent.
Remove or disable access to content that violates this Agreement.
Terminate or suspend users who violate this Agreement.

4.6 Reporting Violations

Users are encouraged to report any violations or suspicious activities related to the Services to us. If you become aware of any violation of this Agreement, please contact us at info@chattie.co.uk. We commit to investigating all reported incidents with diligence and confidentiality.

5. Limitation of Liability

5.1 General Limitation

Neither party shall be liable to the other, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:

loss of profits;
loss of sales or business;
loss of subscriptions or user agreements;
loss of anticipated revenue;
loss of or damage to digital reputation; or
any indirect or consequential loss

5.2 Cap on Liability

The total liability of Us to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the total subscription fees paid by the Client to Us under this Agreement in the twelve [12] months preceding the event giving rise to the claim.

5.3 Data Loss

We shall not be liable for any loss, destruction, alteration, or disclosure of data unless such loss, destruction, alteration, or disclosure was caused directly by negligence or intentional misconduct.

5.4 Acknowledgment

The Client acknowledges that the software is provided "as is" and does not warrant that the software will meet the Client's requirements or that its operation will be uninterrupted or error-free.

5.5 Third-Party Products

We shall not be liable for any damages or losses resulting from or connected to third-party products or services that are used in conjunction with the Service.

6. Termination

6.1 Termination for Breach

Either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within thirty [30] days of being notified in writing to do so.

6.2 Termination for Non-Payment

We may terminate this Agreement with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default for fourteen [14] days after being notified in writing to make such payment.

6.3 Termination due to Legal or Regulatory Changes

Either party may terminate this Agreement with immediate effect by giving written notice to the other party if a change in applicable laws or regulations makes the provision or use of the software illegal or otherwise prohibited.

6.4 Termination for Force Majeure

If a Force Majeure event prevents a party from complying with its obligations under this Agreement for a continuous period of more than sixty [60] days, the other party may terminate this Agreement with immediate effect by giving written notice.

6.5 Effects of Termination

Upon termination of this Agreement for any reason:

All access and usage rights granted to the Client related to the Service shall be immediately revoked;
The Client must cease all activities and operations permitted by this Agreement;
The Client must promptly settle any outstanding subscription fees or other amounts owed to Us;
Each party shall either return or delete (as instructed in writing by the other party) any data, information, or other assets belonging to the other party that it has in its possession or control.

7. Fees and Payment

7.1 Subscription Plans and Pricing:

The Client can choose from various subscription plans. Each subscription plan offers a set of features and capabilities, with associated costs. All prices are listed in GBP and are exclusive of VAT, which will be added at the prevailing rate.

7.2 Payment Methods:

We accept payments via credit card, debit card, and bank transfer. In the event that bank transfer is selected, payment terms are net thirty [30] days from the signature of your contractual agreement. All online transactions are secured using industry-standard encryption.

7.3 Renewals:

Subscriptions are set to auto-renew at the end of each billing cycle. Clients will receive a notification email prior to each renewal date. To cancel the auto-renewal, Clients must notify us at least thirty [30] days before the renewal date.

8. Data Protection and Privacy

8.1 Data Collection:

Conversations with Us: When users interact with Our technology, we collect and securely store the conversations in an ISO27001 compliant database to improve the user experience and response accuracy.

Email Addresses (Optional): Clients may opt to prompt users to enter their email addresses when engaging with Us. This assists in identifying the source of the conversation but is not mandatory. Sharing of email addresses with Us is at the discretion of the User is granted in adherence to our terms and privacy policy.

8.2 Data Storage:

Server Security: All user data is securely stored on servers located within the European Union. These servers are ISO27001 certified, ensuring compliance with high data protection standards.

Protection Measures: Data is never stored on personal devices. We've set up rigorous technical and organisational security measures, including encryption, firewalls, intrusion detection, two-factor authentication, and others, to safeguard against unauthorised access, alteration, or destruction of data.

8.3 Data Usage:

Service Provision: We use the collected data primarily to provide, enhance, and personalise the way in which Chattie communicates with end users.

Client Communication: Data aids in maintaining a seamless communication channel with our Clients.

Analytics: Anonymous analytics based on conversation trends are generated for insights. These analytics ensure user privacy and do not disclose individual identities.

8.4 Privacy Policy:

Comprehensive Details: For a more detailed understanding of how we handle and protect user data, please refer to our Privacy Policy.

9. Service Availability and Support

9.1 Uptime Guarantee:

We strive to maintain a 99.9% uptime for our Service. However, occasional technical disruptions may occur.

9.2 Scheduled Maintenance:

To ensure optimal performance, we conduct scheduled maintenance outside of peak usage hours. Clients will be notified at least 48 hours in advance of any planned downtime.

9.3 Support:

Standard support is available with every Subscription. Support is available to all Clients from Monday to Friday, 9 am to 5 pm GMT. Clients can reach out via email or chat. We aim to respond to all support queries within 48 hours.

10. Intellectual Property Rights

10.1 Ownership:

All rights, titles, and interests in and to the Service, including all intellectual property rights therein, are and will remain the exclusive property of Disruptiv Technologies Ltd and its licensors.

10.2 Protection:

The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Any unauthorised use, reproduction, or distribution of the Service is strictly prohibited and may result in civil and criminal penalties.

10.3 Client Data:

While using our Service, Clients retain all rights to the data they input or upload. However, by using the Service, Clients grant Us the right to use, reproduce, and display such data solely to provide and improve the Service.

11. Law and Jurisdiction

These Terms will be governed by and construed in accordance with English law, and any disputes relating to these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales.