Conversation API Service Specific Terms

Welcome to the Unifonic Conversation API Service-Specific Terms! This section outlines the terms and conditions governing our Conversation API Services. We're excited to have you on board as we dive into
the details of your usage of this powerful communication tool.

1. Definitions

The words and terms used herein shall have the same meanings set forth by the Agreement, unless otherwise dictated below. 

“Business Initiated Conversation” means a WhatsApp conversation that initiates from a business sending an End User an Electronic Message outside the 24-hour customer service window. Electronic Messages that initiate a business-initiated conversation will require a message template. Any change of such definition from a Third-Party Provider, including Facebook shall be applicable to the Customer with immediate effect.

“Conversation Channels” means any of the communication channels that are offered within the Unifonic Conversation API Service, including but not limited to WhatsApp, Facebook Messenger, and Twitter. 

“Third Party Provider Terms and Conditions” means all terms, conditions, and policies that Unifonic is subject to at the date of acceptance of these Service Specific Terms or will be subject to at a later stage during the Term, by any Conversation Channel provider (such as Facebook or Meta), including but not limited to

• The WhatsApp Business Solution Terms (currently available at: https://www.whatsapp.com/legal/business-solution-terms), which incorporates without limitation, the WhatsApp Business Terms of Service (currently available at
  https://www.whatsapp.com/legal/business-terms/).
  
  
• The Twitter Terms of Service (currently available at: https://twitter.com/en/tos#us), and the Twitter Developer Terms and Conditions (currently available at: https://developer.twitter.com/en/developer-terms/agreement-and-policy).
  
  
• The Facebook Messenger Policy and Usage Guidelines (currently available at: https://developers.facebook.com/docs/messenger-platform/policy/).

“Conversation API Service(s)” means the services indicated in clause 5 and as may be further detailed in the applicable Order Form.

“Conversation API Terms and Conditions” or “Service Specific Terms” means these Service Specific Terms which are specific to the provision and used of Unifonic’s Conversation API Service.

“Support Services” has the meaning set out in clause 5.2 of these Service Specific Terms.

“User Initiated Conversation” means a WhatsApp conversation that initiates in response to an End User Electronic Message. Whenever a business replies to an End User within the 24 hour customer service window, that Electronic Message will be associated with a user-initiated conversation. Businesses can send free-form messages within this 24-hour customer service window. Any change of such definition from Facebook shall be applicable to the Customer with immediate effect

1. 2. Access to the Services

2.1   Subject to the terms of these Service Specific Terms, Unifonic will during the Term use commercially reasonable efforts to provide the Customer the Chatbot Services in accordance with the Agreement.

2.2   The Customer may also be provided with access to the Flow Studio Services via an API key provided through the Unifonic Platform.

1. 3. Supply of Services

2. 3.1   Unifonic will not be in breach of clause 2.1 to the extent any non-conformance is caused by the use of the Chatbot Services by the Customer contrary to Unifonic's instructions, or the modification or alteration of the Chatbot Services by any party other than Unifonic or Unifonic's duly authorised employees, contractors or agents.
   3.2   If the Chatbot Services do not conform with the terms of the Agreement, Unifonic will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance or intent of the Chatbot Services. 
   3.3   The Customer acknowledges and agrees that the transmission of any messages will be in accordance with all Applicable Laws, including but not limited to those pertaining to the regulation of spam, message content, and permissible timing of messages.
   3.4   The Customer agrees to the method of benefiting from the Chatbot Services (packages, prices, support, training) as set forth in the Order Form and/or SLA.

3. 4. Fees

4.  
5. 4.1    In consideration of Unifonic performing the Chatbot Services and granting the right to use them in accordance with the Agreement, the Customer shall pay all Fees to Unifonic in accordance with this clause 4.
   
   4.2    The fees for any Monthly Active Users, Sessions, (or any other pricing unit as per the Order Form) for the use of the Unifonic Chatbot, or Seats (or any other pricing unit as per the Order Form) for the use of Unifonic Agent Console, shall be set out in the Order Form.
   
   4.3    The Customer acknowledges that any charges related to the use of Conversation Channels through the use of the Chatbot Services are separate and apart from those charged for the Chatbot Services. The applicable Order form for the use of the Conversation Channels and the Service Specific terms applying to such Services shall dictate such fees.
   
   

1. WhatsApp prices for Business-Initiated Conversation and User-Initiated Conversations currently located in the following link as they might change from time to time: https://developer.twitter.com/en/pricing/search-30day
2. Twitter prices: currently located in the following link as they might change from time to time: https://developer.twitter.com/en/pricing/search-30day
   
   

   5. Unifonic's Obligations

   
   5.1    During the Term, Unifonic shall perform the Conversation API Services substantially with reasonable skill and care. 
   
   5.2    In addition to anything set forth in an applicable SLA or applicable Order Form, Unifonic’s Support Services shall consist of the activation of the Conversation API Service and the integration of Unifonic Conversation API with the Customer’s system. If not otherwise stipulated in the applicable Order Form or SLA, then additional support and training may be provided for the Authorised Users according to the conditions stipulated by Unifonic.
   
   5.3    The Services shall enable the Customer to deliver and receive messages over any one or more Conversation Channels with a single unified format.
   
   5.4    Each message shall be identified by a unique random ID so the Customer can check the status of any message sent using the Conversation Channels.
   
   5.5    The Service shall avail API connectivity between the Customer's information systems and the Unifonic Platform, through which the incoming traffic from End Users shall be routed to the Customer’s information system over its call-back endpoints.
   
   5.6    Unifonic shall provide the Conversation API Services through Unifonic Platforms or through one of the service programs that Unifonic or any Third-Party Provider provides, so long as it is linked to the servers of Unifonic or is under the Unifonic’s supervision.

6. Customer's Obligations

1. 1. 1. 1. 1. 1. 1. all necessary co-operation in relation to these Service Specific Terms; and
                  2. all necessary access to such information as may be required by law, a regulator of Unifonic or a Third Party Provider, or in order to provide the Chatbot, including but not limited to Data, security access information and configuration services;
                     
                     

1. 1. 1. 1. 1. b.   ensure that the Authorised Users use the Chatbot Services in accordance with the terms and conditions of the Agreement, and shall be responsible for any Authorised User’s breach of the Agreement;
               
               
            2. c.  have full responsibility for the acts and damages committed or caused by it or by its Authorised Users which prejudice Unifonic or any Third Party Provider resulting from the misuse of the Service;
               
               
            3. d.  have full responsibility for the content, lawfulness, and validity of the information it sends to the End User via the Chatbot Services, and the Customer acknowledges agrees that Unifonic is under no obligation to monitor or censor any of the content of information sent via the Chatbot Services as well as any Authorised User input relating to or from the Chatbot Services or Agent Console;
               
               e.  acknowledge and agree that there is no cross over or carry over from any other accounts that the Customer may have with Unifonic on any of the other Unifonic Platforms, including but not limited to the use of any account balance on those other accounts;
                 
            4. 6.2    By accepting these Chatbot Service Specific Terms, the Customer implicitly agrees to the Third-Party Provider Terms and Conditions as they may change from time to time.
               
               6.3    The Customer shall add the Introductory Content to the Chatbot and the Agent Console through the web portal on a self-serve basis unless such service is offered by Unifonic as per an Order Form, in which case the Customer shall be responsible for approving all content that will be added as Introductory Content on their behalf.
               
               6.4    The Customer shall ensure under no circumstances to send unsolicited messages (SPAM), and shall obtain all necessary consents to send any messages to an End-user, as is set out under the Third Party Provider Terms and Conditions or any Applicable Law.
               
               6.5    Any Professional Services that may be provided, shall only be performed based on the content provided by the Customer. The persons providing the Professional Services may be selected by Unifonic, and, if it is the case, shall have the necessary skills to perform such services.
               
               6.6    The Customer shall announce a large increase in traffic volume a few days in advance of such increases.
               
               6.7.    Whereas WhatsApp Company is governed by the US and European Trade Penal Code, the Customer will be subject to the US and European Trade Penal Code, and it undertakes that it has not been subject to any commercial sanctions under such law and has no business in commercially sanctioned countries.

As we conclude, we trust that these Conversation API Service-Specific Terms provide you with a
comprehensive understanding of our partnership. With these terms in place, we're excited to embark on
a journey of enhanced communication, efficiency, and collaboration.