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Terms and Conditions

EFFECTIVE DATE: 2nd January 2025

These Terms and Conditions (“Terms”) govern your access to and use of the services, including any related software, applications, websites, and content provided by WiseChat (“WiseChat”, “we”, “us”, or “our”). By accessing or using our services, you (“Customer” or “you”) agree to be bound by these Terms. If you disagree with any part of the Terms, then you may not access the services.

1. Services  

1.1 Provision of Services. WiseChat agrees to provide the services specified in the Order Form (“Services”) to Customer during the Order Form Term. Customer may only use the Services for its internal business purposes and in accordance with these Terms and any applicable Documentation.

1.2 Authorized Users. Customer may permit its employees, agents, and independent contractors (“Authorized Users”) to access and use the Services solely for Customer’s internal business purposes. Customer is responsible for all acts and omissions of its Authorized Users.

1.3 Access Credentials. Each Authorized User must have and maintain a secure password for accessing the Services. Customer shall maintain an up-to-date list of Authorized Users and provide it to WiseChat upon request.

1.4 Updates. WiseChat may provide updates to the Services from time to time. WiseChat may cease supporting older versions of the Services upon reasonable notice to Customer.

1.5 Modifications. WiseChat may modify the Services at its discretion, provided that such modifications do not materially diminish the functionality of the Services.

2. Fees and Payment

2.1 Fees. Customer shall pay the fees for the Services as set forth in the Order Form (“Fees”).

2.2 Invoicing and Payment. Unless otherwise specified in the Order Form, Fees are payable in [Currency] within [Number] days of the invoice date. Overdue payments may be subject to interest.

2.3 Taxes. Customer is responsible for all applicable taxes related to its use of the Services.

3. Restrictions

3.1 Permitted Use. Customer shall only use the Services as expressly permitted in these Terms.

3.2 Prohibited Uses. Customer shall not:

  • Reverse engineer, decompile, or disassemble the Services.
  • Modify, translate, or create derivative works of the Services.
  • Copy, rent, lease, distribute, or transfer the Services.
  • Use the Services for the benefit of a third party.
  • Remove or alter proprietary notices from the Services.
  • Use the Services to build a competitive product or service.
  • Interfere with the operation of the Services or WiseChat’s systems.
  • Violate any applicable laws or regulations.

4. Customer Data

4.1 Ownership. Customer retains all right, title, and interest in and to its data (“Customer Data”).

4.2 Responsibility. Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data.

4.3 Security. WiseChat will use commercially reasonable efforts to maintain the security and integrity of Customer Data.

4.4 Aggregated Data. WiseChat may use and anonymize Customer Data to generate aggregated, non-identifiable data for its business purposes.

4.5 Data Export. Upon termination of the Agreement, WiseChat will assist Customer in exporting Customer Data upon request and at Customer’s expense.

5. Intellectual Property

5.1 Ownership. WiseChat retains all right, title, and interest in and to the Services, including all intellectual property rights.

5.2 Feedback. Customer grants WiseChat a non-exclusive, royalty-free license to use any feedback provided by Customer.

6. Term and Termination

6.1 Term. This Agreement shall commence on the Effective Date and continue for the Initial Order Form Term. Thereafter, it shall automatically renew for successive Renewal Order Form Terms unless either party provides notice of non-renewal.

6.2 Termination for Cause. Either party may terminate this Agreement for cause upon written notice if the other party materially breaches these Terms and fails to cure such breach within [Number] days.

6.3 Termination Without Cause. Either party may terminate this Agreement without cause upon [Number] days’ prior written notice.

6.4 Suspension. WiseChat may suspend Customer’s access to the Services for non-payment, violation of these Terms, or to prevent harm to the Services or other users.

6.5 Effects of Termination. Upon termination, Customer shall cease all use of the Services. WiseChat may destroy or dispose of Customer Data.

7. Warranties and Disclaimers

7.1 Mutual Warranties. Each party represents and warrants that it has the authority to enter into this Agreement and will comply with all applicable laws.

7.2 Service Warranty. WiseChat warrants that the Services will be provided in a professional and workmanlike manner.

7.3 Disclaimer. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability  

8.1 Exclusion of Damages. IN NO EVENT SHALL WISEChat BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES.  

8.2 Cap on Liability. WISEChat’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO WISEChat DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

9. Indemnification

9.1 By Customer. Customer shall indemnify and hold WiseChat harmless from any claims arising out of Customer’s use of the Services or breach of these Terms.

9.2 By WiseChat. WiseChat shall indemnify and hold Customer harmless from any claims arising out of WiseChat’s breach of these Terms or infringement of third-party intellectual property rights.

10. Miscellaneous

10.1 Entire Agreement. These Terms constitute the entire agreement between the parties.

10.2 Governing Law. This Agreement shall be governed by the laws of [Jurisdiction].

10.3 Dispute Resolution. Any dispute arising out of this Agreement shall be settled by [Dispute Resolution Method].

10.4 Notices. All notices shall be in writing and sent to the addresses specified in the Order Form.

10.5 Force Majeure. Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control.

10.6 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.  

10.7 Waiver. No waiver of any provision of these Terms shall be effective unless in writing and signed by the waiving party.

11. Acceptable Use Policy

Customer agrees to comply with WiseChat’s Acceptable Use Policy, which is incorporated into these Terms by reference. The Acceptable Use Policy may be updated from time to time by WiseChat.

Contact Us

If you have any questions about these Terms, please contact us at help@wisechat.co.uk