ChatShipper Partner Terms
- 1. Grant of rights
- 2. Obligations of Partner
- 3. Obligations of ChatShipper
- 4. Financial Arrangements
- 5. Intellectual Property Rights
- 6. Term and Termination
- 7. Effect of termination
- 8. Disclaimer of Warranties
- 9. Limitation of Liability
- 10. Data Protection
- 11. Amendments
- 12. General Provisions
Thank your for you interest in the ChatShipper Partner Program. Registering your business as a partner under this Program (“Partners”) will entitle you to provide services to your customers who have licensed the ChatShipper Multichannel Messaging Platform (the “ChatShipper Solution”). Such services may, for example, include outsourcing support, cloud services, lead generation, messaging implementation, messaging consultancy, chat customization, bot development, delivery of messaging agents, conversational design, API integrations, business intelligence and conversational marketing.
Before you register for the Program, please read these ChatShipper Partner Terms the ChatShipper Terms of Service, the ChatShipper Data Processing Agreement and Acceptable Use Policy (together, the “Agreement” or “Partner Terms”).
By registering as a Partner via the website https://www.chatshipper.com you agree to be bound by the Agreement. If you represent a corporate entity, you represent and warrant that you are legally authorized to represent the entity and enter into this agreement on that entities behalf. The Agreement is between the Partner and ChatShipper BV. with its principal office: Lytse Sudein 19, 8624 TS Uitwellingerga, The Netherlands (also “ChatShipper” or “we”), (together “Parties”, and each separately a “Party”). If you do not accept or understand these Partner Terms, please do not register for or participate in the Program.
ChatShipper reserves the right at any time to refuse a registration in its sole discretion and to update and change the Partner Terms in accordance with Section 11 of this Agreement, by posting updates and changes here.
1. Grant of rights
- Subject to the conditions set out in this Agreement and Partner complying with all applicable laws, ChatShipper grants Partner the non-exclusive and non-transferable right to:
- demonstrate the ChatShipper Solution to its customers and prospect customers,
- sell licenses for the ChatShipper Solution on behalf of ChatShipper and solely pursuant to the ChatShipper terms and Conditions (Available Here) to its customers,
- grant access to the ChatShipper Solution to customers who have purchased a license for the ChatShipper Solution (a “Customer”) and provide ChatShipper Services to Customers.
- For the avoidance of doubt, in the event that Partner uses the ChatShipper Solution for its own business purposes, Partner shall be required to purchase a license for such use here and the ChatShipper Terms of Service shall apply to such use.
2. Obligations of Partner
- Partner will sell licenses to the ChatShipper Solution and offer services based on the ChatShipper Solution for its own risk and account and to this end shall for the full duration of this Agreement undertake the following activities:
- License ChatShipper: Partner shall offer licenses for the ChatShipper Solution only and solely pursuant to the ChatShipper Terms of Service (available here). For the avoidance of doubt, any such license shall be between ChatShipper and Customer directly. License agreements must be agreed by using the signup page on the ChatShipper website. Partner will eligible for Partner Pricing for licenses purchased on behalf of their Customers and licenses for own use.
- Responsibility for accounts: Partner bears sole responsibility for its Customers’ accounts (Licenses) created for their customers and payments for the ChatShipper Solution.
- ChatShipper certification: Partner shall at all times ensure that its employees or contractors involved in the sales process of selling the ChatShipper Solution have adequate knowledge of the ChatShipper Solution. To this end ChatShipper will develop a ChatShipper certification program which will be made available to Partner and Customers, as appropriate.
- Onboarding: Partner shall be responsible for the technical and organizational onboarding of new Customers and technical implementation of ChatShipper Solution.
- Reporting & invoicing: Partner shall report results of conversations and monthly dashboards delivered by ChatShipper to Partner’s Customers and undertake invoicing for the ChatShipper Solution licenses and the Services.
- Helpdesk: Partner shall deliver first-line support for Customer questions and requests for ChatShipper Solution.
- Compliance with ChatShipper Terms of Service: Partner shall take all reasonable steps to ensure that Customers do not use the ChatShipper Solution in violation of the ChatShipper Terms of Service and Acceptable Use Policy. If Partner discovers or has reason to believe that any Customer is making use of the ChatShipper Solution in violation thereof, Partner will immediately notify ChatShipper in writing.
- Spyware: Partner shall not install spyware on another person’s computer, cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website.
3. Obligations of ChatShipper
ChatShipper will undertake the following activities:
- Implementation: together with Partner, ChatShipper will create an implementation plan for the roll out of ChatShipper by Partner.
- Training: train Partner employees. A training and certification program will be developed and provided by ChatShipper and shall include:
- Widget configuration
- Workflow (inbound and outbound routing)
- Forms, result processing
- Bot development
- Helpdesk: provide 2nd-line customer support to Partner(tickets via e-mail), daily from 09-17hrs (Mon-Fri) CET.
Documentation: ChatShipper shall provide the following documentation in relation to the ChatShipper Solution to Partner:
- User guide
- Admin guide
- Developer guide
- Releases: Prior to the release of a major feature, ChatShipper will inform Partner thereof. ChatShipper will communicate release and new product notifications directly to Customers via the Customer´s e-mail address provided in the signup page of the ChatShipper website. This e-mail address will be the e-mail address of a named user of the Customer.
- ChatShipper shall refrain from communicate ChatShipper-Product-Pricing to Partner´s licensed Customers.
4. Financial Arrangements
ChatShipper will send a monthly invoice to Partner based on actual use in the month prior to the invoice date. A current list of fees can be found on the Website and Partner pricing page.
Partner will be given access to the CS metrics API . This allows Partner to access detailed use specifications of ChatShipper Solution itemized by Customer.
Partner will pay all outstanding fees via one of the by ChatShipper provided payment methods (e.g Credit Card or SEPA Direct debit mandate). In the event that the withdrawal of funds via direct debit mandate fails, Partner will still be liable for the payment of the invoice within 7 days after the invoice date of the ChatShipper invoice, without deduction.
If the payment term is exceeded, Partner will be in default without a prior notice of default or warning being required.
Partner shall invoice, collect and cash in any amount due from its customers for ChatShipper Solution in its own name.
In the event that ChatShipper reasonably believes that Partner may not be able to fulfill its financial duties towards ChatShipper, ChatShipper may at any time demand sufficient security for the fulfillment of the payment obligation of Partner. If the required security is not provided, or is provided in an inadequate manner, ChatShipper has the right to terminate the Agreement in whole or in part without judicial intervention, without prejudice to ChatShipper's then due rights to payment of what is due upon termination of the Agreement.
5. Intellectual Property Rights
Partner grants ChatShipper a nonexclusive, nontransferable, royalty-free right to use and display Partner trademarks, service marks and logos in connection with this Agreement. This is subject to reasonable and acceptable use and on condition the use is in line with Partner brand guidelines as communicated to ChatShipper from time-to-time. Partner retains at all times ownership of its trademarks, logos and service marks, and associated copyright materials.
ChatShipper retains all ownership rights in ChatShipper trademarks. During the term of this Agreement, Partner may use the ChatShipper trademark as long as Partner follows the usage requirements provided by ChatShipper from time to time. Partner must only use the images of ChatShipper trademarks that ChatShipper makes available to Partner as part of this Agreement, without altering them in any way and only use ChatShipper trademarks in connection with this Agreement. If ChatShipper so requests, acting reasonably, Partner shall immediately discontinue use of the ChatShipper trademark.
ChatShipper expressly reserves all rights, title, and interest in, and Customer will not acquire any right, title or interest in the ChatShipper Solution (or any part thereof) and any other materials or content provided by ChatShipper to Customer, including any and all modifications to any of the foregoing (hereinafter collectively the “ChatShipper Property”). All right, title and interest in the ChatShipper Property will remain with ChatShipper (or ChatShipper’s third party suppliers, as applicable). For greater certainty, the ChatShipper Property is licensed and not “sold” to Customer.
6. Term and Termination
The Agreement shall be effective as of the date of registration ("Effective Date") is entered into for an initial term of 1 year (the “Initial Term”) and will thereafter automatically be renewed for 1-year periods (each a “Renewal Term”). Either Party may terminate the Agreement against the end of the Initial Term and thereafter against any Renewal Term by giving at least six (6) months written notice.
- Notwithstanding the foregoing, ChatShipper shall be entitled to terminate the Agreement and or any Customer Licenses at any time, with immediate effect and without further formalities, notice or compensation in the event:
- Partner or Customer commits any material or persistent breach of any term of this Agreement and, in a case of a breach capable of being remedied, shall have failed to remedy such breach within 30 days after receipt of written notice requesting the remedy;
- any act or omission of Partner materially harms the reputation of ChatShipper or any of its group companies or any of its trademarks;
- Partner has been declared bankrupt, is being wound up, has ceased trading, has been wound up by court order or is in composition with suspension of business, or is in any comparable situation as a result of proceedings of this kind provided by the national laws or regulations.
7. Effect of termination
Termination of this Agreement for any reason (the "Termination") means, inter alia, that Parties will terminate their cooperation, and that Partner will cease the sale and offering of ChatShipper Solution, the use of the ChatShipper trademarks and all other activities, which could lead to misunderstandings that Partner is still a Partner of ChatShipper.
Upon termination at will by ChatShipper (pursuant to section 6.1) or in the event of termination for cause by Partner(pursuant to section 6.2), or upon request by ChatShipper, Parties will ensure a proper continuation of services to Customers during such period as reasonably necessary for the Customer to transfer to an alternative Solution Provider.
Any termination subject to the terms of this Agreement or lawful termination of any Customer license for the ChatShipper Solution, including but not limited to non-renewal of this Agreement, shall not entitle the Parties to make any claim for damages or compensation of whatever nature which might arise from such termination, including but not limited to, claims for the loss of past investments, goodwill or expected profits.
Termination of this Agreement, however caused, shall not affect the payment of any sums due hereunder or the continuance in force of any provision hereof which is expressly or by implication intended to continue in force on or after such termination.
8. Disclaimer of Warranties
The ChatShipper Solution is provided by ChatShipper on an “as is”, “as available” and “with all faults” basis and hereby ChatShipper and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied as to the ChatShipper solution.
The functions embodied on or in the ChatShipper Solution are not warranted to be uninterrupted or without error.
ChatShipper will not be liable for any damages of any kind arising from the use of the ChatShipper Solution and makes no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable.
9. Limitation of Liability
The liability of ChatShipper in relation to this Agreement, without prejudice to what is otherwise stipulated in this Section 9, is limited to damage to property, damage due to death or physical injury or any other direct, demonstrable and actual damage suffered by Partner. ChatShipper is under no circumstance liable for business damage, including damage due to lost profit or savings, or indirect or consequential damage.
If and insofar as ChatShipper appears to be liable to the Partner for any reason whatsoever, cumulative liability is limited to the amount (excluding VAT) of the fees actually paid to ChatShipper by Partner in the 12 months prior to the event giving rise to the liability or €2,500 if the latter amount is lower.
Subject to any liabilities arising under the ChatShipper Data Processing Agreement, ChatShipper is never liable for loss of or damage to files or data.
If ChatShipper is held liable by a third party (including Partner’s Customers) in respect of any damage for which it is not liable under the Agreement with the Partner, or in relation to a non-compliance of Partner with the terms of this Agreement, the Partner shall fully indemnify ChatShipper in this regard. Partner will fully cooperate with ChatShipper in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim on ChatShipper’s behalf without the prior written consent of ChatShipper.
As a condition for compensation for any event giving rise to a liability of ChatShipper, Partner must report the damage to ChatShipper in writing as soon as possible, but at the latest within one (1) month after its occurrence.
The Parties acknowledge that the above provisions form an essential basis of the bargain and will survive termination of the and continue in full force and effect.
10. Data Protection
Partner will in the execution of this Agreement, comply with all applicable data protection laws (including The General Data Protection Regulation (GDPR) (EU) 2016 / 679) while processing personal data. Furthermore, parties shall only process personal data in compliance with the Data Processing Agreement (DPA) which is made available [insert URL]. The DPA is incorporated into these terms by reference, in the event of any discrepancy between this agreement and the DPA, the DPA shall prevail.
ChatShipper may unilaterally amend this Agreement, in whole or in part (each, an “Amendment”), by: (i) giving Partner reasonable prior notice of such Amendment; or (ii) posting notice of such amendment on the website. Unless otherwise indicated by ChatShipper, any such Amendment will become effective as of the date communicated with the Amendment. If Partner does not agree to any such Amendment, Partner has the right to terminate the Agreement with 30-days notice, or, per the date that the Amendment becomes effective if that is sooner. If Partner has prepaid any fees to ChatShipper and wishes to exercise its termination for convenience right pursuant to this Agreement, then ChatShipper will refund customer an amount on a pro-rated basis calculated based on the effective date of termination until the end of the prepaid subscription period. Subject to the previous language in this section, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
12. General Provisions
This Agreement and all information, documents and communications which are exchanged between parties (including but not limited to any materials protected by Intellectual Property Rights, templates and training materials delivered by ChatShipper) and any other information which could reasonably be determined to be confidential information of one party, shall be treated as confidential by the receiving party. All confidential information shall be either returned or destroyed after termination of this Agreement.
The granted rights described in this Agreement shall be on a non-exclusive basis. Parties shall not be limited in cooperating with parties offering similar or the same services as other Parties.
Customer will not assign this Agreement to any third party without ChatShipper’s prior written consent. ChatShipper may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
Choice of Law and forum
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute arising out or in connection with this Agreement shall be submitted exclusively to the competent courts in Amsterdam, The Netherlands.
Neither Party will be liable for delays or the inability to perform its obligations pursuant to this Agreement caused by any event or circumstances beyond its reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving ChatShipper employees), Internet service or other third party provider failures or delays, or the unavailability or modification by third parties of third party websites.
Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Parties relationship is that of an independent contractors. Neither Party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of ChatShipper.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all other communications, whether written or oral.