These are the Terms and Conditions (“Conditions”) for G-Square.AI Limited, a company incorporated in England and Wales with registration number 12096205 and having its registered office at 7 Bell Yard, London, England, WC2A 2JR (“G-Square”) in relation to its AI chatbot service hosted on https://www.chatifier.ai (“Service”).

These Conditions together with the information on our website page from which you register for the Service forms the legal agreement between you (the “Customer”) and G-Square in relation to the Service ("Agreement").

By accessing and using the Service you agreed to be bound by these Conditions. We may amend these Conditions from time to time. We will notify you when this happens and your continued use of the Service following notification will constitute your acceptance of the amended Conditions.

Use of the Service is limited to the people within your organisation that you authorise (“Authorised Users”). Authorised Users will be able to access the account which is set up when you register with us (“Account”).

You are responsible for your Authorised Users. The Service must not be used to transmit or distribute any malicious code or for any unlawful or infringing activity.

Authorised Users shall not:

Authorised Users must keep a secure password for their use of the Service, which should be kept confidential and not shared.

G-Square shall provide the Service subject to these Conditions. Each chatbot provided via the Service ("Chatbot") will be integrated with your website ("Site").

G-Square shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:

G-Square undertakes that the Service will be performed with reasonable skill and care.

Notwithstanding the terms of Condition 3.3, G-Square does not warrant that the Customer's use of the Service will be uninterrupted or error-free or that the Service will meet the Customer’s requirements.

We have no control over the questions which users of your Site (“Users”) may ask of a Chatbot.

We will comply with our obligations under data protection legislation. We will be a controller (as that term is defined in data protection legislation) for personal data of Authorised Users which we need to set up the Account and enable their access to the Service.

The “Customer Data” is the data we obtain from you to set up the Service, the questions asked of any Chatbot and the responses given.

In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against G-Square shall be for G-Square to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by G-Square in accordance with its standard back-up procedure. G-Square shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by G-Square to perform services related to Customer Data maintenance and back-up, and for breaches of data protection legislation for which it shall remain fully liable).

Although we do not see the Chatbot questions and responses, in the event that G-Square is considered a processor and the Customer a controller (as those terms are defined in the data protection legislation) of any personal data processed as part of the use of the Chatbot, then in relation to such processing:

G-Square shall notify the Customer without undue delay after becoming aware of any breach of data protection legislation relating to the personal data. Such notification shall:

G-Square shall, at the choice of the Customer, delete or return all personal data to the Customer when the provision of the Service has been concluded, except where G-Square is required to retain any such personal data under any separate legal obligation.

G-Square shall make available to the Customer such information as the Customer may reasonably request in relation to demonstrating compliance with data protection legislation, and shall participate in audits and inspections where reasonably requested by the Customer in relation to the demonstration of such compliance.

G-Square shall be entitled to use the Customer Data for the purposes of its own analysis and research and development but only where the resulting data sets, insights or other analytical products created do not contain any personal data or any other identifiable Customer Data.

All intellectual property rights in the Software and Service are owned by or validly licensed to G-Square. The Software and Service are proprietary to G-Square (or the appropriate third-party rights owner) and the Customer and Authorised Users acquire no rights in or to the Software or Service other than those expressly granted by the Agreement.

The monthly subscription fee for each Chatbot is payable in advance. Without paying the subscription fee you can only test the Chatbot within the system, but the Chatbot won’t respond to any user request in the implemented version on your Site. Each monthly subscription includes US$5.00 of usage value per month. This included usage allowance resets on each billing date and unused allowance does not roll over.

In addition we charge usage fees, denominated in US dollars, at the rates published on our pricing page at the time of use: text conversations are charged per million tokens processed (input and output priced separately), and voice conversations are charged per minute of connected call time (billed per second, rounded up to the nearest second). The voice rate is all-inclusive. When you register your account we will provide you with US$5.00 of free usage credit.

Usage beyond your included monthly allowance is drawn from your prepaid credit balance. You may top up your credit balance in amounts between US$20.00 and US$200.00 (+VAT if applicable). Prepaid balance does not expire. Amounts you have paid for are refundable on request; free or promotional credit and the included monthly allowance are not refundable.

Usage fees are debited from your account as usage occurs, in the order: included monthly allowance, then free or promotional credit, then prepaid balance. Historical usage is always charged at the rate in effect when the usage occurred.

It is your responsibility to ensure you have a sufficient credit balance. If your balance and allowance are exhausted (or your configured monthly spend cap is reached), the Chatbot will stop responding to new requests until you top up; a voice call already in progress will be allowed to finish. We will notify you by email when your balance runs low.

All payments shall be made via PayPal (or other payment provider that G-Square may nominate). G-Square does not collect any personal banking details (e.g. credit card details).

Any confidential information we disclose to each other in relation to the Service shall be kept confidential and only used for the purpose it was disclosed.

G-Square shall be entitled to reference the Customer as being a customer of G-Square in relation to its marketing activities.

This Condition 8 sets out the entire financial liability of G-Square (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer or Authorised User in respect of:

Except as expressly and specifically provided in the Agreement:

Nothing in these Conditions seeks to exclude G-Square’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. G-Square excludes all other liability to the extent permitted at law.

Subject to Condition 8.3, in no event shall G-Square be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and G-Square’s total aggregate liability arising under the Agreement or otherwise relating to the Service shall be limited to the total Fees paid during any 6 month period of the Agreement.

The parties acknowledge and agree that any dates quoted for delivery of the Service are approximate only, and that the time of delivery is not of the essence. G-Square shall not be liable for any delay in delivery of the Service that is caused by an event, circumstance or cause outside the control of G-Square or the Customer’s failure to provide G-Square with adequate instructions.

G-Square will have no liability to any End User under this Agreement.

The Agreement shall start on the day you register your Account. It will continue on a monthly basis for as long as you pay the fees. If we wish to terminate the Agreement we will provide you with at least 3 months notice.

In addition, each party can terminate the Agreement if:

Any provision expressly stated to survive or which implicitly survives termination, shall not be affected or prejudiced by termination of the Agreement.

In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution’s Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place at such location agreed by the parties (or by the mediator in the event parties cannot agree). The mediation agreement referred to in the Model Mediation Procedure shall be governed by the laws of England and Wales.

If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to Condition 12.

The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).

If G-Square chooses to waive any particular right it has under the Agreement on any particular occasion, this does not prevent it from exercising that right on another occasion.

If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.

G-Square shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.

The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else without G-Square’s prior written permission.

All notices required or permitted under the Agreement will be in writing and given by email to the addresses set out in the Service Confirmation or such other email address as parties may intimate from time to time. Any such notice shall be deemed to have been duly received when confirmation of completion of its transmission has been recorded by the sender’s email system.

The Agreement constitutes the complete agreement between us regarding your use of the Service and supersedes any prior agreements or understandings, written or oral.

Neither of us shall be considered in breach of the Agreement if the breach is solely attributable to events, circumstances or causes beyond our reasonable control.

The Agreement shall be governed by the laws of England and Wales. If either party requires to raise court proceedings in relation to any such dispute, then the English courts shall have non-exclusive jurisdiction under the Agreement in relation to those proceedings.