By completing the onboarding process and activating your AI Agent, you ("Client") agree to be bound by these Service Terms ("Terms"). If you do not agree to these Terms, do not proceed with onboarding.

1. Definitions

"Agent" means the custom AI-powered chat agent built, configured, and deployed by Provider for Client's use on websites, internal systems, or other digital channels.

"Platform" means Provider's proprietary AI agent platform, including all underlying tools, frameworks, APIs, and infrastructure used to create and operate Agents.

"Client Data" means all data generated by or on behalf of Client through the use of the Agent, including but not limited to conversation logs, analytics data, user inputs, and configuration settings.

"Subscription Plan" means the service tier selected by Client as specified in Section 3 of these Terms.

2. Scope of Services

Provider will deliver the following services as part of Client's selected Subscription Plan:

Initial Agent setup, training, configuration, and deployment
Hosting, infrastructure, and ongoing platform maintenance
Access to Client dashboard with conversation logs, analytics, and settings management
Default integrations: Google Calendar, Gmail, and Slack
Technical support via live chat during business hours (Mon–Fri, 09:00–17:00 CET)
Reasonable minor updates to Agent content (business hours, FAQ, product information)

Services excluded from standard Subscription Plans, including but not limited to new Agent capabilities, workflow restructuring, or custom development, will be quoted separately upon request.

3. Subscription Plans & Pricing

Client agrees to the Subscription Plan and pricing confirmed during onboarding. The specific plan, agent type, features, and monthly or annual pricing applicable to Client are detailed in the onboarding confirmation. All prices are stated in USD excluding VAT unless otherwise agreed in writing.

Subscription Plans are available on a monthly or annual basis. Annual plans include two (2) months free compared to the equivalent monthly rate.

Each Subscription Plan specifies:

The number and type of AI Agents included
Included integrations and platform connections
Support level and response times
Monthly or annual pricing

3.1 Additional Integrations

Additional third-party integrations beyond those included in the selected Subscription Plan are available from $25/month per integration. Custom integrations requiring bespoke development are quoted on a per-project basis. Integration availability and pricing will be confirmed during onboarding or upon request.

4. Billing & Payment

4.1 Invoicing

Monthly plans are invoiced on the 1st of each calendar month. Annual plans are invoiced in full upon activation and upon each renewal date.

4.2 Payment Terms

All invoices are due and payable within thirty (30) days of the invoice date.

4.3 Late Payment

Late payments shall accrue interest at a rate of 8 percentage points above the applicable Swedish reference rate (Riksbankens referensränta), in accordance with the Swedish Interest Act (Räntelagen 1975:635).

4.4 Suspension

Provider reserves the right to suspend services if payment remains outstanding for more than thirty (30) days following written notice of the overdue amount.

4.5 Taxes

All prices are exclusive of applicable VAT, which will be added in accordance with applicable tax regulations.

5. Term & Termination

5.1 Monthly Plans

Either party may terminate with thirty (30) days' written notice. Service continues until the end of the current billing period.

5.2 Annual Plans

The initial term is twelve (12) months. Annual plans renew automatically for successive 12-month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

5.3 Early Termination

Early termination of annual plans by Client will result in forfeiture of the remaining pre-paid balance unless termination is due to a material breach by Provider.

5.4 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice thereof.

5.5 Effect of Termination

Upon termination, Provider will: (a) export all Client Data in a standard machine-readable format within thirty (30) days upon request; (b) delete all Client Data from Provider's systems within sixty (60) days unless otherwise required by law; and (c) cease all use of Client's brand assets.

6. Agent Updates & Modifications

6.1 Minor Updates

Minor updates to Agent content (such as business hours, product information, and FAQ adjustments) may be requested at any time and are included in the Subscription Plan.

6.2 Significant Modifications

Significant modifications (such as new capabilities, workflow restructuring, additional integrations, or custom development) may require a separate scope of work and quotation.

6.3 Platform Updates

Provider will apply platform updates and security patches as part of normal service delivery. Provider will endeavor to provide reasonable advance notice of any updates that may affect Agent functionality.

7. Data Protection & Privacy (GDPR Compliance)

7.1 Roles

For the purposes of Regulation (EU) 2016/679 ("GDPR"), Client acts as the Data Controller and Provider acts as the Data Processor with respect to any personal data processed through the Agent.

7.2 Processing Scope

Provider shall process personal data only to the extent necessary to deliver the services under these Terms and only in accordance with Client's documented instructions.

7.3 Client Data Ownership

Client retains full ownership of all Client Data. Provider will not share, sell, or use Client Data for any purpose outside of delivering the contracted services.

7.4 Security Measures

Provider shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption of data in transit and at rest, access controls, and regular security assessments.

7.5 Sub-processors

Provider will maintain a list of sub-processors and will notify Client of any intended changes, giving Client the opportunity to object.

7.6 Data Subject Rights

Provider will assist Client in responding to data subject access requests, rectification requests, erasure requests, and other rights under GDPR within reasonable timeframes.

7.7 Data Breach Notification

Provider will notify Client without undue delay, and in any event within 48 hours, of becoming aware of a personal data breach affecting Client Data.

7.8 Data Export & Deletion

Client may request export of all Client Data at any time. Upon termination, Provider will delete all Client Data within sixty (60) days unless retention is required by applicable law.

7.9 Data Processing Agreement

If required, the parties shall enter into a separate Data Processing Agreement (DPA) that supplements this Section.

8. Uptime & Service Levels

8.1 Uptime Target

Provider will use commercially reasonable efforts to maintain a monthly uptime of 99.5% for the Agent and associated infrastructure, measured excluding scheduled maintenance windows.

8.2 Scheduled Maintenance

Scheduled maintenance will be performed during low-traffic hours (typically 02:00–06:00 CET) with at least 48 hours' advance notice.

8.3 Support Response Times

Support response times are based on the selected Subscription Plan:

Starter: Response within 24 business hours
Professional: Response within 8 business hours
Enterprise: Response within 4 business hours, with dedicated support channel

8.4 Critical Issues

Critical issues (Agent completely offline) will be prioritized regardless of plan level.

9. Liability & Warranty

9.1 AI Disclaimer

The Agent provides automated AI-generated responses and may occasionally produce inaccurate, incomplete, or inappropriate information. Provider does not warrant the accuracy or reliability of Agent outputs. Client acknowledges that the Agent is not a substitute for professional advice.

9.2 Limitation of Liability

Provider's total aggregate liability under these Terms shall not exceed the total fees paid by Client in the three (3) months immediately preceding the event giving rise to the claim.

9.3 Exclusion of Damages

Neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, or loss of data, regardless of the cause of action.

9.4 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, or failures of third-party service providers.

9.5 Warranty

Provider warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

10. Intellectual Property

10.1 Client IP

Client retains all rights, title, and interest in and to its brand assets, trademarks, content, and Client Data provided to or generated through the Agent.

10.2 Provider IP

Provider retains all rights, title, and interest in and to the Platform, including all proprietary tools, frameworks, algorithms, models, and technology developed independently of these Terms.

10.3 Agent Configuration

Agent-specific configurations, training data, custom prompts, and workflows developed specifically for Client are owned by Client and will be made available in exportable format upon request.

10.4 No Transfer

Neither party grants the other any rights to its intellectual property except as expressly stated in these Terms.

11. Confidentiality

11.1 Obligations

Both parties agree to maintain strict confidentiality of all proprietary and sensitive information shared during the term of these Terms, including but not limited to API keys, business data, system configurations, trade secrets, and financial information.

11.2 Non-Disclosure

Confidential information shall not be disclosed to any third party without prior written consent of the disclosing party, except as required by applicable law or regulation.

11.3 Survival

The obligations of confidentiality shall survive the termination of these Terms for a period of two (2) years.

12. Dispute Resolution

12.1 Negotiation

The parties agree to first attempt to resolve any dispute arising from these Terms through good-faith negotiation.

12.2 Arbitration

If a dispute cannot be resolved through negotiation within thirty (30) days, it shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce (SCC) Arbitration Institute, in accordance with the SCC Simplified Arbitration Rules.

12.3 Seat and Language

The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration shall be English.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict of laws principles.

14. General Provisions

14.1 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to its subject matter.

14.2 Amendments

No modification of these Terms shall be effective unless made in writing and communicated to Client with reasonable notice. Continued use of the service after such notice constitutes acceptance.

14.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of the assigning party's assets.

14.5 Notices

All formal notices under these Terms shall be in writing and delivered by email to the addresses provided during onboarding.

Aivonic AB | Org.nr: 5594834961 | VAT: SE559483496101