Legal
Terms of Service
Last updated: April 1, 2025
Effective Date: 07.30.2026
Last Updated: 07.30.2026
These International B2B Terms of Service, the «Terms», govern access to and use of the ReplAiChat website, software platform, widgets, integrations, APIs and related services.
The Service is provided by ReplAiChat
Legal Contact: hello@replaichat.com
The Service is provided exclusively for business and professional use. It is not intended for personal, family or household purposes.
By creating an Account, purchasing a Subscription, installing a widget, connecting an integration or otherwise using the Service, the Customer accepts these Terms.
1. Definitions1.1. «Account» means the Customer’s registered ReplAiChat account.
1.2. «Authorised User» means an employee, contractor or representative authorised by the Customer to use the Account.
1.3. «Customer» means the business or professional accepting these Terms.
1.4. «Customer Content» means websites, pages, documents, files, text, instructions, workflows, messages and other materials selected or provided by the Customer.
1.5. «Customer Data» means data processed through the Service on behalf of the Customer.
1.6. «End User» means a person who interacts with a Customer chatbot.
1.7. «AI Features» means automated search, classification, analysis and content-generation functionality.
1.8. «Service» means the ReplAiChat platform and related functionality.
1.9. «Subscription» means the right to access a paid Service plan for a specified period.
2. Eligibility and Authority2.1. The Customer represents that:
a) it uses the Service for business or professional purposes;
b) it has authority to enter into these Terms;
c) the Account information is accurate;
d) its use of the Service complies with applicable law;
e) it has authority to act for any organisation identified in the Account.
2.2. The Customer is responsible for its Authorised Users and for all activity conducted through the Account.
3. The Service3.1. ReplAiChat may allow the Customer to:
a) create and configure chatbots;
b) add a chatbot to a website;
c) connect messaging platforms and third-party services;
d) scan and index authorised website content;
e) upload documents and build a knowledge base;
f) generate automated responses;
g) create flows, menus and automated message sequences;
h) collect enquiries and leads;
i) review conversation history;
j) transfer conversations to human agents;
k) review usage and performance analytics.
3.2. Available functionality depends on the selected Subscription.
3.3. ReplAiChat may update the Service, provided that it does not remove the essential purpose of a paid Subscription without a reasonable replacement or remedy.
3.4. Beta functionality may be changed or withdrawn at any time.
4. Accounts and Security4.1. The Customer must maintain the confidentiality of passwords, API keys, tokens and other credentials.
4.2. The Customer must use reasonable security controls and restrict access to authorised persons.
4.3. The Customer must promptly notify security@replaichat.com of any suspected unauthorised access.
4.4. Actions performed through the Account are treated as authorised by the Customer unless ReplAiChat has been notified of compromise.
5. Fees and Subscriptions5.1. Subscription fees, limits and features are displayed on the website or in an Order Form.
5.2. Fees are payable in advance and exclude taxes unless stated otherwise.
5.3. Where automatic renewal is enabled, the Customer authorises recurring charges until renewal is cancelled.
5.4. Cancellation stops future renewals but does not automatically refund the current billing period.
5.5. Fees are non-refundable except where:
a) mandatory law requires otherwise;
b) the Service suffers a material failure directly attributable to ReplAiChat;
c) ReplAiChat agrees otherwise in writing.
5.6. ReplAiChat may change future pricing after reasonable prior notice.
5.7. ReplAiChat may suspend paid functionality for overdue amounts.
6. Website Scanning and Indexing6.1. The Customer may instruct the Service to scan and index selected websites or pages.
6.2. Before the first scan of each domain, the Customer must accept a separate ownership and rights declaration.
6.3. The Customer represents and warrants that:
a) the website is owned by the Customer or the organisation it represents;
b) the Customer is the administrator or has documented permission from the owner;
c) the Customer has all rights required to copy, extract, process, index and use the content;
d) the use of the content does not infringe intellectual property, confidentiality or other third-party rights;
e) the scan does not circumvent authentication, paywalls, technical restrictions or security controls;
f) the content may lawfully be processed through the Service.
6.4. Public availability does not by itself grant permission to copy or use content.
6.5. ReplAiChat does not choose the website, verify ownership or conduct a legal review of the Customer’s rights.
6.6. The Customer is solely responsible for the selected domains, scanned pages, indexed content and subsequent use.
6.7. ReplAiChat may suspend a scan, disable a source or remove content following a credible complaint or legal request.
6.8. ReplAiChat may request evidence of ownership, authority or licence.
6.9. The Customer will indemnify ReplAiChat for reasonable documented losses directly resulting from a false ownership declaration or infringement caused by Customer Content.
6.10. The Customer must not use the Service to bypass CAPTCHA, authentication, paywalls, access controls or technical protection measures.
7. Customer Content7.1. The Customer retains its rights in Customer Content.
7.2. The Customer grants ReplAiChat a limited, non-exclusive licence to host, reproduce, structure, index, analyse and process Customer Content solely to provide and secure the Service.
7.3. The Customer represents that Customer Content:
a) is lawful;
b) does not infringe third-party rights;
c) does not contain malicious code;
d) was not obtained unlawfully;
e) may be processed according to the Customer’s instructions.
7.4. ReplAiChat may restrict or remove Customer Content where it reasonably believes that the content breaches these Terms or applicable law.
8. AI Features8.1. AI Features are automated and probabilistic tools intended to assist the Customer.
8.2. AI-generated responses do not constitute:
a) legal, medical, financial or professional advice from ReplAiChat;
b) a warranty of accuracy;
c) an offer or contractual commitment made by ReplAiChat;
d) a representation by ReplAiChat to an End User;
e) confirmation that Customer Content is correct or lawful.
8.3. ReplAiChat is not a party to communications, contracts or transactions between the Customer and End Users.
8.4. The Service is designed so that contact details and identifying Account data are stored in the Service database while the AI processing component receives only the context required to generate a response.
8.5. The AI processing component does not have direct access to complete user profiles, lead records, payment information, integration credentials or Customer administration accounts.
8.6. ReplAiChat applies separation, deletion or masking of direct identifiers before AI processing in accordance with the implemented technical architecture.
8.7. An End User may voluntarily type personal information into a free-text message. The Customer must instruct End Users not to submit unnecessary or sensitive information.
8.8. AI-generated content may be inaccurate, incomplete, outdated, ambiguous or unsuitable for the relevant context.
8.9. The Customer is responsible for:
a) chatbot instructions;
b) the accuracy and currency of the knowledge base;
c) pre-launch testing;
d) ongoing monitoring;
e) correcting identified errors;
f) deciding how generated responses are used;
g) commitments made to End Users.
8.10. Information concerning price, availability, discounts, warranties, returns, delivery or contractual terms must be verified by the Customer.
8.11. The Customer must not use an AI response as the sole basis for a decision producing legal or similarly significant effects for an individual.
8.12. Unless separately agreed in writing, the Service must not be used to:
a) diagnose or prescribe medical treatment;
b) provide individualised legal advice;
c) provide individualised investment advice;
d) decide eligibility for credit, insurance or employment;
e) process biometric identification data;
f) process sensitive data at scale;
g) operate critical infrastructure.
8.13. ReplAiChat is not liable for an incorrect response resulting from inaccurate Customer Content, conflicting instructions, ambiguous questions, missing information, Customer configuration or use without reasonable verification.
8.14. ReplAiChat may apply safety filters, limit context, refuse generation or disable risky functionality.
8.15. Customer Content and Customer Data are not used to train a publicly available AI model without separate express consent or a written agreement.
8.16. The Customer must clearly inform End Users that they are interacting with an AI system where required by applicable law.
9. Data Protection9.1. ReplAiChat acts as a controller for Account, billing, website, security, support and direct marketing data relating to ReplAiChat.
9.2. ReplAiChat acts as a processor or service provider when it processes End User data on behalf of the Customer.
9.3. The Customer is responsible for:
a) identifying an applicable legal basis;
b) providing required privacy notices;
c) obtaining required consents;
d) responding to data subject requests;
e) setting appropriate retention periods;
f) limiting collection to necessary data;
g) complying with direct marketing rules.
9.4. Processing on behalf of the Customer is governed by the ReplAiChat Data Processing Addendum.
9.5. Transfers of EEA Personal Data to Russia must be covered by an appropriate GDPR transfer mechanism, including the applicable EU Standard Contractual Clauses and any required supplementary measures.
9.6. Transfers of UK Personal Data must be covered by an applicable UK transfer mechanism, such as the UK International Data Transfer Agreement or UK Addendum.
9.7. The Customer authorises ReplAiChat to use subprocessors in accordance with the Data Processing Addendum.
10. Acceptable UseThe Customer must not use the Service to:
a) violate applicable law;
b) send unlawful or unsolicited communications;
c) collect Personal Data without authority;
d) distribute illegal or infringing content;
e) impersonate another person deceptively;
f) facilitate fraud or phishing;
g) distribute malicious software;
h) circumvent Service limits or security measures;
i) conduct unauthorised security testing;
j) create excessive or harmful load;
k) use the Service for prohibited high-risk purposes.
ReplAiChat may request evidence of consent, authority or lawful use.
11. Third-Party Services11.1. Some functionality depends on third-party platforms, APIs, payment providers and communication services.
11.2. The Customer must comply with third-party terms.
11.3. ReplAiChat is not responsible for third-party outages, API changes, platform restrictions, message delays or suspension of the Customer’s third-party account.
12. Availability and Support12.1. ReplAiChat uses reasonable efforts to maintain the Service.
12.2. The Service may be unavailable due to maintenance, updates, security events, third-party failures or events beyond reasonable control.
12.3. No specific uptime commitment applies unless set out in a separate Service Level Agreement.
13. Suspension and Termination13.1. ReplAiChat may suspend access for:
a) non-payment;
b) breach of these Terms;
c) a security threat;
d) illegal use;
e) a credible third-party complaint;
f) a legal or regulatory requirement.
13.2. Where reasonably possible, ReplAiChat will notify the Customer of the reason.
13.3. After termination, the Customer may request an export during a period of [30] days, subject to technical feasibility, security and legal obligations.
13.4. Customer Data will then be deleted in accordance with the Privacy Notice and Data Processing Addendum.
14. Disclaimers14.1. The Service is provided based on the functionality available at the time of use.
14.2. ReplAiChat does not warrant:
a) uninterrupted availability;
b) complete absence of errors;
c) a particular commercial outcome;
d) compatibility with every third-party system;
e) the accuracy of every AI-generated response.
14.3. Nothing in these Terms excludes an essential obligation in a manner prohibited by applicable law.
15. Limitation of Liability15.1. ReplAiChat is liable only for direct, foreseeable and documented loss caused by a proven breach of these Terms.
15.2. To the extent permitted by law, ReplAiChat is not liable for:
a) lost profit or revenue;
b) loss of opportunity;
c) indirect or consequential loss;
d) reputational loss;
e) decisions made without reasonable verification;
f) losses that the Customer could reasonably have avoided;
g) losses caused by third-party platforms.
15.3. ReplAiChat’s total aggregate liability arising during any twelve-month period is limited to the fees paid by the Customer during the six months immediately preceding the event giving rise to the claim.
15.4. For a free Account, total aggregate liability is limited to EUR 500 or the equivalent in the applicable billing currency.
15.5. The limitations do not apply to:
a) fraud or wilful misconduct;
b) gross negligence where it cannot lawfully be limited;
c) death or personal injury caused by ReplAiChat where liability cannot be excluded;
d) liability that cannot be excluded under mandatory law;
e) any limitation that would deprive an essential contractual obligation of its substance.
15.6. The Customer must take reasonable steps to mitigate loss.
16. Customer Indemnity16.1. The Customer will indemnify ReplAiChat against reasonable documented losses directly arising from:
a) unlawful Customer Content;
b) intellectual property infringement;
c) a false website ownership declaration;
d) unlawful processing of Personal Data;
e) unlawful direct marketing;
f) unlawful chatbot instructions or configuration;
g) breach of a third-party platform’s rules.
16.2. ReplAiChat will promptly notify the Customer and allow reasonable participation in the defence.
17. Intellectual Property17.1. ReplAiChat retains all rights in the Service, software, architecture, interfaces, trademarks and documentation.
17.2. The Customer receives a limited, non-exclusive, non-transferable right to use the Service during the Subscription.
17.3. The Customer must not copy, resell, reverse engineer, bypass restrictions or systematically extract Service components to build a competing product.
18. ConfidentialityEach party must protect the other party’s non-public confidential information and use it only for the performance of the agreement.
The obligation does not apply to information that is public, independently developed, lawfully obtained from another source or required to be disclosed by law.
19. Changes19.1. ReplAiChat may update these Terms.
19.2. Material changes will be notified before taking effect.
19.3. If a material change substantially disadvantages the Customer, the Customer may terminate the Subscription before the change takes effect.
20. Governing Law and Disputes20.1. These Terms are governed by the laws of England and Wales, excluding conflict-of-law rules, unless an Order Form specifies another jurisdiction.
20.2. The parties must first attempt to resolve a dispute through a written notice and good-faith discussions.
20.3. Subject to mandatory law, the courts of England and Wales have exclusive jurisdiction.
20.4. The parties may replace this clause with a different governing law and forum in an executed Order Form.
21. LanguageThe English version controls for Customers subscribing through the international English-language website, unless an executed Order Form states otherwise.
22. ContactSupport: hello@replaichat.com